Page images

12. Accumulating savings and loaning the funds of the members thereof;

13. Manufacturing, mining, mercantile, mechanical, wharfing, docking, or chemical purposes, or for engaging in any other species of trade, business, or commerce;

14. The transacting of a printing and publishing business; 15. To supply water to the public; 16. The manufacture and supply of gas, or the supply of light or heat to the public by any other means; 17. The establishment, conduct, and maintenance of hotels, laundries, or theaters; 18. For the formation, conduct, and maintenance of district and county agricultural fairs; 19. The encouragement of, or business of, agriculture, horticulture, or stock raising; 20. The improvement of the breed of domestic animals;

21. The support, conduct, and maintenance of colleges of learning, or for any literary or scientific object, or for the promotion of any of the sciences or fine arts;

22. Acquiring, preserving, and conducting public libraries;
23. The organization and conduct of chambers of commerce, boards of trade, and mechanic institutes;

24. The support, conduct, and maintenance of homes and schools for orpbans and foundlings, or either of them, or any person otherwise destitute;

25. For the purposes of religion, sociability, charity, or learning; 26. The purchase of lands for and the maintenance of cemeteries; 27. For banks of discount and deposit.

Sec. 287. Any existing corporation formed under any law of this state, for any purpose designated in any subdivision of the preceding section, may, at a meeting of its members or stockholders, called for that purpose, continue its existence, under Title I of this part, or under the provisions of any subsequent title particularly applicable thereto, as follows:

1. Public notice of such meeting, and of its object, must be given by publishing the same in a daily newspaper for two weeks, or a weekly newspaper for four weeks, successively, published in the county where the principal place of business of the corporation is. In lieu of the publication, personal notice may be given to each member or stockholder thereof;

2. Two-thirds of the members, if there is no capital stock, and if there is a capital stock, then stockholders representing two-thirds of it, must vote in favor of such coutinuance;

3. A copy of the proceedings of this meeting, giving the names of all persons present, the votes taken, the notice calling the meeting, and the proof of its publication or service, all duly certified by the president and secretary of the corporation, must be filed in the offices of the sevretary of state and clerk of the county where the articles of incorporation are on tile. Thereafter such corporation is possessed of all the rights and powers, and subject to all the obligations, restrictions, and limitations, provided in this part applicable thereto, and its corporate existence is continued.

SEC. 288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this code takes effect is affected by the provisions of Part IV of division first of this code, unless such corporation elects to continue its existence under it as provided in section 287; but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed, subject to the provisions of this section.

SEC. 289. The instrument by which a private corporation is formed is called "articles of incorporation". SEC. 290. Articles of incorporation must be prepared, setting forth: 1. The name of the corporation ; 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 exceeding fifty years;

5. The number of its directors or trustees, and the names and residences of those who are appointed for the first year;

6. The amount of its capital stock and the number of shares into which it is divided; 7. If there is a capital stock, the amount actually subscribed, and by whom. Note.-Section 200 was amended by the act approved April 10, 1870. Sec. 291. The articles of incorporation of any railroad, wagon road, or telegraph organization must also state: 1. The kind of road or telegraph intended to be constructed; 2. The place from and to which it is intended to be run, and all the intermediate branches; 3. The estimated length of the road or telegraph line;

4. That at least ten per cent. of the capital stock subscribed has been paid in to the treasurer of the intended corporation.

SEC. 292. The articles of incorporation must be subscribed by five or more persons, three of whom must be citizens of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments of grants of real property.

SEC. 293. Each intended corporation named in section 291, before filing articles of incorporation, must have actually subscribed to its capital stock, for each mile of the contemplated work, the following amounts, to wit:

1. One thousand dollars per mile of railroads;
2. One hundred dollars per mile of telegraph lines;
3. Three hundred dollars per mile of wagon roads.

SEC. 294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, thero must be paid for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent. of the amount subscribed.

SEC. 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 president, secretary, or treasurer named in the articles that the required amount of the capital stock thereof has been actually subscribed, and ten per cent. thereof actually paid to a treasurer for the benefit of the corporation.

SEC. 296. Upon the filing of the articles of incorporation in the office of the county clerk of the county in which the business of the company is to be transacted, and a copy thereof with the secretary of state, the secretary of state must issue to the corporation, over the great seal of the state, a certificate that such articles, containing the required statement of facts, have been tiled in his office; and thereafter the persons signing the same, and their associates and assigns, are a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated, or in this part otherwise specially provided.

SEC. 297. A copy of any articles of incorporation filed in pursuance of this chapter, and certified by the secretary of state, must be received in all the courts and other places as primary evidence of the facts therein stated.

Sec. 298. The owners of shares in a corporation which has a capital stock are called stockholders. If a corporation has no capital stock, the corporators and their successors are called members.

SEC. 299. If a member of a corporation dies, resigns, or is removed, a majority of the remaining members may elect another in his place. NOTE.-Section 299 was amended by the act approved April 23, 1880.

ART. II.-By-laws, directors, elections, and meetings.


Soc. 301, Adoption of by-laws, when, how, and by whom.

312. Majority of stock must be represented, and a majority voto 302. Dirrotors, election of, etc.

together, otherwise it is fraudulent. 303. By-laws may provide for wbat.

313. All stock may bo represented in votes. 304. By-laws, recorded, and how amended.

314. Election may be postponed. 305. How many and who to be directors,

315. Complaints and quo warranto and proceedings thereon rogard. 306. Corporations at first meeting to elect directors and adopt by

ing elections. laws.

316. Falso certificato, report, or notice to make officers liablo. 307. Elections, how conducted.

317. Mooting by consent to bo valid. 308. Organization of board of directors, etc.

318. Proceedings at meeting to be binding. 309. Dividends to be made from surplus profits.

319, Meetings, where held. 310. Removal from oflice of directors, etc.

320. When no provision in by-laws for regular ineetings, special 311. Justice of the peace may order meeting, when.

meetings, how called. SECTION 301. Every corporation formed under this title must, at a meeting of its stockholders or members, to be held within one month after filing articles of incorporation, adopt a codo of by-laws for its government pot inconsistent with the constitution and laws of this state. Notice of such meeting, by order of the acting president, specifying its object, must be published two weeks in some nowspaper published in the county where the meeting is to be beld; or if none is published therein, then in a paper published in an adjoining county. In the adoption of the by-laws, each stockholder has as inany votes as be bolds shares of stock; if thero is no capital stock, cach member has one vote. A majority of all the subscribed capital stock, or of the members if there is no capital stock, is necessary to adopt the by-laws, or any one of them.

SEO. 302. The directors of a corporation must be elected annually by the stockholders or members, and if no provision is made in tho by-laws for the time of election, tho election must be held on the first Tuesday in June. Notice of such election must be giren, and the right to voto determined, as prescribed in section 301.

SEC. 303. A corporation may, by its by-laws, where no other provision is specially made, provide : 1. The time, place, and manner of calling and conductivg their meetings; 2. The number of stockholders or members or the quantity of stock constituting a quorum; 3. The number of shares which entitles the stockholders respectively to one or more votos; 4. The mode of voting by proxy; 5. The time and place of the annual election for directors, and the modo and manner of giving notice thereof; 6. The mode of selling shares for the non-payment of assessments or installmeuts; 7. The compensation and duties of officers ; 8. The tonure of office of subordinate officers; and,

9. Suitable penalties for violations of by-laws, not exceeding, in any case, one hundred dollars for any one offense.

SEC. 304. All by-laws adopted must be certified by the officers of the corporation, and filed and recorded in the recorder's office of the county where the principal place of business of the corporation is located. The by-laws thus adopter must not be altered or amended, except at a special meeting of the stockholders or members, to be called by the directors for that purpose, specifying in the order the proposed amendments, and a two-thirds vote of all the subscribed capital stock or of the members is necessary to adopt the same. And the amendments thus adopted must be certified and recorded in the same manner as the original by-laws.

SEC. 305. The corporate 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 members of such corporation. A majority of the directors must be citizens of this state. Directors of corporations for profit must be bolders of stock therein in an amount to be fixed by the by-laws of the corporation. Directors of all other corporations must be members thereof. Unless a quorum is present and acting, no business performed or act done is valid as against the corporation. Whenever a vacancy occurs in the office of director, unless the by-laws of the corporation otherwise provide, such vacancy must be filled by an appoiutee of the board.

SEC. 306. At the first meeting called, as soon as the by-laws are adopted, unless it is provided that the officers named in the articles of incorporation shall continue until a certain other date, directors must be elected, a majority of the subscribed capital stock or of the members being necessary to a choice.

SEC. 307. All elections must be by ballot, and, unless otherwisep rescribed by the by-laws, a majority of the subscribed capital stock or of the members is necessary to a choice.

SEC. 308. Inmediately 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 perform the duties enjoined on them by law and the by-laws of the corporation. A majority of the directors is a sufficient number to form a board for the transaction of business, and every decision of a majority of the directors forming such board, made when duly assembled, is valid as a corporate act.

Seo. 309. 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 stockholders, or any of them, any part of the capital stock; nor must they create debts beyond their subscribed capital stock, or reduce or increase the capital stock, except as hereinafter specially provided. For a violation of the provisions of this section, the directors under whose administration the same may have happened (except those who may have caused their dissent therefrom to be entered at large on the minutes of the directors at the time, or were not present when the same did happen) are, in their individual and private capacity, jointly and severally, liable to the corporation, and to the creditors thereof, in the event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out, or recluced, or debt contracted; and no statute of limitations is a bar to any suit against such directors for any sums for which they are made liable by this section. There may, however, be a division and distribution 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.

SEO. 310. No director shall be removed from office, unless by a vote of two-thirds of the members, or of stockholders holding two-thirds of the capital stock, at a general meeting held after previous notice of the time and placo, and of the intention to propose such removal. Meetings of stockholders for this purpose 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 stockbolders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in section 301 of this title, unless other express provision has been made therefor in the by-laws. In case of remova), the vacancy may be filled by election at the same meeting.

Sec. 311. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any jnstice of tbe peace of the county wbere such corporation is established may, on written application of three or more of the stockholders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the justice may in the same warrant direct such person to preside at such meeting until a clerk is chosen and qualified, if there is no other oflicer prescut legally authorized to preside thereat.

Sec. 312. At all elections or votes had for any purpose there must be a majority of the subscribed capital stock or of the members represented, either in person or by proxy in writing. Every person acting therein, in person or by proxy or representative, must be a member thereof or a bona fide stockholder, baving stock in his own name on the stock-books of the corporation, at least ten days prior to the election. Any vote or election bad other than in accordance with the provisions of this articlo is voidable at the instance of absent stockholders or members, and may be set aside by petition to the district court of the county where the same was held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if for any reason there is not present a majority of the subscribed stock or members, or no election or majority vote had, such adjournment and the reasons thereof being recorded in the journal of proceedings of the board of directors.

SEC. 313. The shares of stock of an estate of a minor, insane, or deceased person may be represented at all elections and meetings of the corporation by the legal representative of the person holding the same.

SEC. 314. If from any cause an election does not take place on the day appointed in the by-laws, it may be held on any day thereafter 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 meeting may be called by the stockholders, as provided in section 310 of this article.

SEC. 315. Upon the application of any person or body corporate aggrieved by any election held by any corporate body, or any proceedings thereof, the district judge of the district in which such election is held must proceed forth with summarily to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Before any proceedings are had under this section, five days' notice thereof must be given to the adverse party or those to be affected thereby.

SEC. 316. Any officer of a corporation who makes or gives a certificate, 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, and who knew or had full opportunity to know the same to be false, is liable for all the debts of the corporation contracted while he was a stockholder or officer thereof; and if more than one violate the provisions of this section in concert, they are jointly and severally liable.

SEC. 317. When all the stockholders or members 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.

Sec. 318. The stockholders or members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

SEC. 319. The meetings of the stockholders and board of directors of a corporation must be held at its office or principal place of business.

SEC. 320. When no provision is made in the by-laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if there be noue, on the order of two directors.


ART. 1.–Stock and stockholders.
ART. II.-Assessments of stock.

ART. I.–Stock and stockholders.


Soc. 322. Liabilities of stockholders. They may be released, wbon. 325. Transfer of shares hold by married women, etc. Divideods 323. Certificates, how and when issued.

payable to marriod women. 324. Transfer of shares.

326. Non-resident stockholders. Bonds. SECTION 322. Each stockholder or member of any corporation is severally, individually, and personally liable for such proportion of all its debts and liabilities as the amount of stock or shares owned by him in such corporation bears to the whole of the subscribed capital stock or shares of the corporation, for the recovery of which joint or several actions may be instituted and prosecuted; and in any such action against any of the stockholders or members of a corporation the court must ascertain and deterinine the proportion of the debt which is the subject of the suit for which each of the stockholders or members who are defendants in the actiou are severally liable, and judgment must be given severally in conformity therewith. If any stockholder or member of a corporation pays his proportion of any debt due by such corporation he is released and discharged froin any further individual or personal liability for such debt. Stock held as collateral security, or by a trustee, or in any other representative capacity, does not make the holder thereof a stockholder, but the pledgor or person or estate represented is the stockholder.

SEC. 323. All corporations for profit must issue certificates for stock when fully paid up, signed by the president and secretary, and may provide, in their by-laws, for issuing certificates prior to the full payment under such restrictions and for such purposes as their by-laws may provide.

SEC. 324. Whenever the capital stock of any corporation is divided into shares, and certificates therefor ane issued, such shares of stock are personal property, and may be transferred by indorsement by the signature of the proprietor, or his attorney or legal representative, and delivery of the certificate; but such transfer is not valid, except between the parties thereto, until the same is so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer.

Sec. 325. Shares of stock in corporations held or owned by a married woman may be transferred by her, her agent, or attorney, without the signature of her husband, in the same manner as if such married woman were a femme 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.

SEC. 326. In all transfers of shares of stock in corporations, on bebalf of owners residing out of the state, the president, secretary, or directors of such corporation, before entering such transfer on the books of the corporation or issuing the certificate therefor to the transferee, must require from such attorney, or from the person claiming under such transfer, a bond of indemnity, with two sureties satisfactory to the officers of the corporation, or if not 60 satisfactory, then approved by the district judge of the district in which the principal office of the corporation is situated, conditioned to prctect such corporation against any liability to the legal representatives of the owner of such stock in case of his or ber death before such transfer; and in case of refusal to furnish such bonds upon. request, such transfer is utterly void as against the corporation.

ART. II.-A88C88ments of stock.

331. Directors may lovy assessments.
332. Limitation. How levied.
333. Levy of assessment. Old assessment remaining unpaid.
334. What order shall contain.
335. Notice of nasessment. Form.
336. Publication and service.
337. Delinquent notice. Form.
334. Contents of notice.
39. How publishesi.
340. Jurisdiction acquired, how.

341. Sale to bo by public auction.
342. Highest bidder to be the purchasor.
343. In default of bidders corporation may purobaso.
344. Disposition of stock purchased by corporation.
345. Extension of timo of delinquent sale.
346. Assessments shall not bo invalidated.
347. Action for recovery of stock, and limitation thoroof.
348. Afidavits of publication. Afidavits of sale. To bo filod.
349. Waiver of sale. Action to recover assessment.

SECTION 331. The directors of any corporation formed under the laws of this state, for the purpose of paying expenses, conducting business, or paying debts, may levy and collect assessments upon the capital stock thereof, in the manner and form and to the extent provided herein.

SEC. 332. No one assessment must exceed ten per cent. of the amount of the capital stock named in the articles of incorporation, except 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 unable 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 por Cu!. per month, umless 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 deem proper.

SEO. 3:33. No assessment must be levied while any portion of a previous one remains unpaid, unless :

1. The power of the corporation has been exercised in accordance with the provisions of this article for the purpose of collecting such previous assessinent;

2. The collection of the previous assessment has been enjoined; or, 3. The assessment falls within the provisions of either the first, second, or third subdivision of section 332.

SEC. 334. Every order levying an assessinent must specify the amount thereof, when, to whom, and whore payable; fix a day, subsequent to the full term of publication of the assessment potice, on which the unpaid assessments shall be delinquent, not less than thirty por more than sixty days from the time of making the order Jevying the assessment; and a day for the sale of delinquent stock, not less than fifteen por more than sixty days from the day the stock is declared delinquent.

SEC. 335. Upon the making of the order, the secretary shall cause to be published 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 directors, held on the (date), an assessment of (ainoant) per sbare was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock

« PreviousContinue »