Sec. CHAP. XV.-CORPORATIONS. ART. I.-Corporations for industrial or productive purposes. 244. Parties to sign and acknowledge a certificate in writing, setting forth terins of corporation. 245. Copy certified by secretary of the territory to be evidence; to have a corporate seal. 246. Certificate may designate more than one place of business. 247. Certificate to state place of business outside of territory. 248. Notice of election; how elected, etc. 249. Election not held on day appointed not to dissolve corporation. 250. How president designated, and to give security. 251. Trustees to demand subscription not exceeding 20 per cent. 253. Stock to be deemed personal property, and how transferred. 258. Report to be published annually. 259. Trustees to be liable if they pay dividend while company is Sec. 268. Trustees assenting, when personally liable. 269. Treasurer to keep a book, with names of all stockholders; penalty for refusing inspection of books. 270. Persons owning 15 per cent. of capital stock may demand state- 271. What certificate of ditch company to contain. 281. How powers restricted. 282. Persons liable to fine and imprisonment for damaging corporation's property. 23. Nothing in this act to authorize issuing paper money. 284. How companies heretofore formed organize under this act. 285. How land required by company to be appraised and condemned. 286. How companies formed under this act may be disincorporated. 287. Powers of trustees after dissolution. 288. How place of business removed. 289. Foreign corporations file copy of charter with secretary of territory and county recorder. 290. If charter not filed with secretary within thirty days; act of incorporation, how proved. 291. Ferries, toll-bridges, and toll-roads not to be established. SECTION 244. At any time hereafter any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical, or chemical business, dig ditches, build flumes, run tunnels, or to carry on any branch of business designed to aid in industrial or productive interest of the country, make, sign, and acknowledge before some officer competent to take acknowledgments of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and the duplicate thereof in the office of the secretary of the territory, a certificate in writing, in which shall be stated the corporate name of said company, and the object for which the company shall be formed, the amount of capital stock of the said company, the term of its existence, not to exceed twenty years, the number of shares of which the said stock shall consist, the number of trustees, and their names, who shall manage the concerns of said company for the first three months, and the name of the city, town, or locality, and the county in which the operations of said company shall be carried on. SEC. 245. When the certificate shall have been filed, as aforesaid, the secretary of the territory shall record and carefully preserve the same in his office, and a copy thereof, duly certified by the secretary of the territory, under the seal of the territory of Montana, shall be evidence of the existence of such company, and 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 shall be capable of suing and being sued in any court of law or equity in this territory; and they and their successors may have a common seal, and may make and alter the same at pleasure; and they shall, by their corporate name, be capable in law of acquiring, by purchase, pre-emption, donation, or otherwise, and holding or conveying, by deed or otherwise, any real or personal estate whatever which may be necessary to enable the said company to carry on their operations named in the certificate. SEC. 246. Any certificate hereafter filed and recorded under the provisions of this article may designate one or more places where the company may carry on their business in the territory of Montana. SEC. 247. If any company shall be formed under this article for the purpose of carrying on any part of its business in any place outside of this territory, the said certificate shall so state, and shall also state the name of the city, town, or locality, and county in which the principal part of the business of said company within this territory is to be transacted, and said town and county shall be deemed the town, place, and county in which the operations and business of the company are to be carried on, and its principal place of business within the meaning and provisions of this article. SEC. 248. The stock, property, and concern of such company shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in said company, who shall, except the first three months, be annually elected by the stockholders at such time and place as shall be directed by the by-laws of said company; and public notice of the time and place of holding such elections shall be published, not less than ten days previous thereto, in the newspaper printed nearest to the place where the operations of the said company shall be carried on, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy, provided one-half of the stock is represented. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in said company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees, by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as shall be prescribed by the laws of said company. NOTE.-The preceding five sections are from the act of January 12, 1872. The trustees of every corporation, heretofore or hereafter organized under the laws of this territory providing for the formation of corporations for the conduct of any business for pecuniary profit, shall be chosen at one time and on a general ticket. At such election for trustees each stockholder shall have as many votes as the number of shares of stock held by him multiplied by the number of trustees to be chosen, and may cast all his votes for one candidate or distribute them, as he may see fit, and the persons having the greatest number of votes shall be trustees; and section 5 of Chapter XVIII of "An act revising, re-enacting, and codifying the general and permanent laws of Montana territory", approved January 12th, 1872, is hereby amended accordingly. NOTE.-Act of February 21, 1879 (Sess. Laws, 1879, p. 42). SEC. 249. In case it should 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 for that reason shall not be dissolved; but it shall be lawful on any other day to hold an election for trustees, in such manner as shall be provided for by the said by-laws, and all acts of trustees shall be valid and binding as against such company until their successors shall be elected. SEC. 250. There shall be a president of the company, who shall be designated from the number of trustees, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their offices as the company by its by-laws may require. SEC. 251. It shall be lawful for the trustees to call in and demand from the stockholders, respectively, all such sums of money by them subscribed, at such times and in such payments or installments as the trustees shall deem proper, not to exceed twenty per cent. in any one month, under the penalty of forfeiting the shares of stock subscribed for, and for all previous payments made thereon, if payments shall not be made by the stockholders within sixty days after a personal demand or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest the place where the business of the company shall be carried on as aforesaid. SEC. 252. The trustees of such company shall have power to make such prudential by-laws as they shall deem proper for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of the United States and of this territory, 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. SEC. 253. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company, but no transfer shall be valid, except as between the parties thereto, until the same shall have been so entered upon the books of the company as to show the names of the parties by and to whom transferred, the numbers and designation of the shares, and the date of the transfer. SEC. 254. The copy of any certificate of incorporation filed and recorded in pursuance of this article, certified by the secretary of the territory under the great seal of the territory of Montana to be a true copy, and the whole of such certificate, shall be received in all courts and places as prima facie evidence of the facts therein stated. SEC. 255. All stockholders of every company incorporated under the provisions of this article shall be severally and individually liable to the creditors of the company in which they are stockholders to the amount of nupaid stock held by them, respectively, for all acts of, and contracts made by, such company, until the whole amount of capital stock, fixed and limited, shall be paid in, and a certificate thereof shall have been made and recorded, as prescribed in the following sections; and the capital stock so fixed and limited shall all be paid in, one-half thereof within two years and the other half thereof in four years from the incorporation, or said corporation shall be dissolved. SEC. 256. The trustees of such company may purchase mines, manufactories, and other property necessary for their business, and issue stock to the amount of the value thereof in payment therefor, and the stock so issned shall be declared and taken to be full stock and not liable to any further call; neither shall the holders thereof be liable for any further payments under the provisions of section 253 of this article, but in all statements and reports of the company to be published this stock shall not be stated or reported as being issued for cash paid into the company, but shall be reported in this respect according to the facts. SEC. 257. The president and a majority of the trustees, within thirty days after the payment of the first installment of the capital stock so fixed and limited by the company, shall make a certificate stating the amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the trustees, and they shall, within the said thirty days, record the same in the office of the county clerk of the county wherein the business of said company is carried on. SEC. 258. Every such company shall, annually, within twenty days from the first day of September, make report, which shall be published in some newspaper published in the town, city, or village, or, if there be no newspaper published in said town, city, or village, then in some newspaper published nearest the place where the business of said company is carried on, which shall state the amount of capital and the proportion actually paid in, and the amount of existing debts, which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of said company, and filed in the office of the clerk of the county where the business of the company shall be carried on, and, if any of said company shall fail to do so, all the trustees of the company shall be jointly and severally liable for all debts of the company then existing, and for all that shall be contracted before such report shall be made. SEC. 259. If the trustees of any such company shall declare and pay any dividend when the company is insolvent, or any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted while they shall respectively continue in office: Provided, That if any of the trustees shall object to the declaring of such dividend, or to the payment of the same, and shall, at any time. before the time fixed for the payment thereof, file. a certificate of their objection in writing with the clerk of the company, and with the clerk of the county, they shall be exempt from the said liability. SEC. 260. No loan of money shall be made by any such company to any stockholder therein, and, if any such loan shall be made to a stockholder, the officer who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan and interest for all the debts of the company contracted before the repayment of the sum loaned. SEC. 261. If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this article, shall be false in any material representation, all the officers who shall have signed the same shall be jointly and severally liable for all the debts of the company contracted while they are stockholders or officers thereof. SEC. 262. No person holding stock in any such company as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company, but the person pledging such stock shall be considered as holding the same, and shall be liable as stockholder accordingly, and the estate and funds in the hands of such executor, administrator, guardian, or trustee shall be liable in like manner, and to the same extent, as the testator or intestate, or the ward or person interested in such trust fund, would have been if he had been living and competent to act, and held the same stock in his own name. SEC. 263. Every such executor, administrator, guardian, or trustee shall represent the shares of stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledge his stock, as aforesaid, may nevertheless represent the same at all such meetings, and may vote accordingly as a stockholder. SEC. 264. The legislature may, at any time, alter, amend, or repeal this article, but such amendment or repeal shall not take away or impair any rights acquired, or remedy given against any such corporation, its stockholders, or officers, for any liability which shall have been previously incurred. SEC. 265. Any corporation or company heretofore formed, either by special act or under the general law, and now existing, or any company which may be formed under this article, may increase or diminish its capital stock by complying with the provisions of this article to any amounts which may be deemed sufficient and proper for the purposes of the corporation, and may also extend its business to any other branch named in section 244 of this article, subject to the provisions and liabilities of this article; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amounts of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital, and any existing company, heretofore formed under any special act, may come under and avail itself of the provisions of this article by complying with the following provisions, and thereupon such company, its officers and stockholders, shall be subject to all restrictions, duties, and liabilities of this article. SEC. 266. Whenever any company shall desire to call a meeting of stockholders for the purpose of availing itself of the privilege of this article, or for increasing or diminishing the amount of its capital stock, or for extending or changing its business, it shall be the duty of the trustees to publish a notice, signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least six successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stockholder, at his usual place of residence, at least six weeks previous to the day fixed for holding such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital, and the business to which the company would be extended or changed; and a vote of at least two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock, or the extension or change of its business as aforesaid, or to enable a company to avail itself of the provisions of this article. SEC. 267. If, at any time and place specified in the notice provided for in the preceding sections of this article, stockholders shall appear in person or by proxy, in number representing not less than two-thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present in person or by proxy, and if, on canvassing the votes, it shall appear that a sufficient number of votes have been in favor of increasing or diminishing the amount of capital, or of extending or changing its business, as aforesaid, or for availing itself of the privileges and provisions of this article, a certificate of the proceedings, showing a compliance with the provisions of this article, the amount of capital actually paid in, the business to which it is extended or changed, the whole amount of debt and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed, and verified by the affidavit of the chairman, and be countersigned by the secretary. and such certificate shall be acknowledged by the chairman, and filed and recorded as required by section 244 of this article, and when so filed and so recorded the capital stock of such corporation shall be increased or diminished to the amount specified in such certificate, and the business extended or changed, as aforesaid, and the company shall be entitled to the privileges and provisions and be subject to the liabilities of this article, as the case may be. SEC. 268. If the indebtedness of any such company shall, at any time, exceed the amount of its capital stock, the trustees of such company assenting thereto shall be personally liable for such excess to the creditors of such company. SEC. 269. It shall be the duty of the trustees of every such corporation or company to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons, alphabetically arranged, who have been or shall, within the provisions of this article, become stockholders of such company, showing their places of residence, the number of the shares of stock held by them respectively, and the time when they became respectively the owners of such shares, and the amount of the stock actually paid in, which book shall, during the usual business hours of the day, and on every day except Sunday and the fourth of July, be open for the inspection of stockholders and creditors of the company, and their personal representatives, where the office or principal place of business operation shall be located, and any and every such stockholder, creditor, or representative shall have a right to make extracts from such book; 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 article, until it shall have been entered therein, as required by this section, by an entry showing to and from whom transferred; such book shall be presumptive evidence of the facts therein stated, in favor of the plaintiff to any suit or proceeding against such company, or against any one or more stockholders. Every officer or agent of such company who shall neglect to make any proper entry in such book, or shall refuse or neglect to make any proper entry in such book, or shall make any improper entry, or shall refuse or neglect to exhibit the same, or allow the same to be inspected and extracts taken therefrom, as provided by this section, shall be deemed guilty of a misdemeanor, and the company shall forfeit and pay to the party injured a penalty of fifty dollars for every such neglect or refusal, and all the damages resulting therefrom; and every company that shall neglect to keep such book open for inspection as aforesaid shall forfeit to the people of Montana the sum of fifty dollars for every day it shall so neglect, to be sued and recovered in the name of the people of said territory, by the district attorney of the county in which the business of such corporation shall be located, and when so recovered the amount shall be paid into the treasury of such county for the use of common schools therein. SEC. 270. Whenever any person or persons owning fifteen per cent. of the capital stock of any company formed under the provisions of this article shall present a written request to the treasurer thereof that they desire a statement of the affairs of such company, it shall be the duty of such treasurer to make a statement of the affairs of the company, under oath, embracing a particular account of all its assets and liabilities in minute detail, and to deliver such statement to the persons who presented the said written request to said treasurer within twenty days after such presentation, and shall also, at the same time, place and keep on file in his office, for six months thereafter, a copy of such statement, which shall, at all times during business hours, be exhibited to any stockholder of said company demanding an examination thereof; such treasurer, however, shall not be required to deliver such statement in the manner aforesaid oftener than once in six months. If such treasurer shall neglect or refuse to comply with any provisions of this article, he shall forfeit and pay to the person presenting said written request the sum of fifty dollars, and the further sum of ten dollars for every twenty-four hours thereafter until such statement shall be furnished, to be sued for and recovered in any court having cognizance thereof. SEC. 271. Whenever any three or more persons associate under the provisions of this article to form a company for the purpose of constructing a ditch for the purpose of conveying water to any mines, mills, or lands, to be used for mining, milling, or the irrigation of lands, they shall, in their certificate, in addition to the matters required in section 244 of this article, specify as follows: The stream or streams from which the water is 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. 272. Any ditch company formed under the provisions of this article 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: Provided, That the line proposed shall not interfere with any other ditch whose rights are prior to those acquired under this article and by virtue of said certificate; nor shall the water of any stream be diverted from its original channel to the detriment of any mines, milf-men, or others along the line of, said stream who may have priority of right. SEC. 273. Any company constructing a ditch under the provisions of this article shall furnish water in the way and manner named in the certificate, in the way and manner the water is designated to be used, whether miners, mill-men, or farmers, whenever they shall have water in their ditch unsold; and shall, at all times, give the preference to the use of the water in said ditch to the class of persons so named in the certificate; the rates at which water shall be furnished to be fixed by the county commissioners, or the tribunal transacting county business, as soon as such ditch shall be completed and prepared to furnish such water. SEC. 274. Every ditch company organized under the provisions of this article shall be required to keep tho banks of 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 other property; and whenever it is necessary to convey any ditch over, across, or above any lode or mining-claim, that 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. SEC. 275. That when any company shall organize under the provisions of this article to form a company for the purpose of constructing a flume, their certificate, in addition to the matter required in section 244 of this article, shall specify as follows: The place of beginning, termini, and route, so near as may be, and the purpose for which such flume is intended; and when organized according to the provisions of this article said company shall have the right of way over the line proposed in such certificate for such flume, provided it does not conflict with the right of any former fluming, ditching, or other company. SEC. 276. Whenever any three or more persons shall associate under the provisions of this article for the purpose of running a tunnel for mining for gold, quartz, or other ore, their certificate of incorporation shall specify, in addition to the matters required by section 244 of this article, as follows, to wit: Where said tunnel is to be run, the place of commencement, course, and termination, and the minerals or ore designed to be excavated. SEC. 277. Any company formed under the provisions of this article for the purpose of excavating a tunnel shall have and hold eleven hundred feet on each side of said tunnel on all lodes discovered by them while excavating said tunnel, and through all lodes discovered previous to the commencement of said tunnel they shall have the right of way. SEC. 278. Whenever any three or more persons associate under the provisions of this article to form a company for the purpose of constructing a line or lines of magnetic telegraph in this territory, their certificate shall specify as follows: The termini of such line or lines, and the counties through which they shall pass; and such corporation is hereby authorized to construct said telegraph line or lines from point to point along and upon any of the public roads, by the erection of any necessary fixtures, including posts, piers, and abutments necessary for the wires: Provided, That the same shall not incommode the public in the use of said roads or highways. SEC. 279. Any company formed under the provisions of this article for the purpose of constructing any ditch or flume shall, within sixty days from the date of their certificate, commence work on such ditch or flume as shall be named in the certificate, and shall prosecute the work with due diligence until the same is completed, and the time of completion of any such ditch shall not be extended beyond a period of three years from the time the work was commenced as aforesaid; and any company failing to commence work within sixty days from the date of certificate, or failing to complete the same within three years from the time of commencement as aforesaid, shall forfeit all the right to the route so claimed, and the same shall be subject to be claimed by any other company. The time for the completion of any flume constructed under the provisions of this article shall not be extended beyond a period of three years, and the county commissioners of the counties in which roads and bridges may have been constructed under the provisions of the act of which this is amendatory shall have the right to purchase the same, upon agreement with said company or companies, and declare them free for public use. SEC. 280. Every corporation formed under the provisions of this article has power: First. To have succession by its corporate name for the period limited in its certificate of charter. Second. To sue and be sued, complain and defend, in any court of law or equity. Third. To make and use a common seal, and alter the same at pleasure. Fourth. To hold, purchase, and convey such real and personal estate as the purposes of the corporation may require. Fifth. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation. |