CHAPTER 37.

CORPORATIONS-LODGES AND SOCIETIES.

Section numbers to notes refer to Revised Statutes of 1901.

Sections omitted have not been construed since 1901.

ABT.

2.

ART.

MASONIC BUILDINGS. 5047r-5047al. 3. BENEFICIARY SOCIETIES. 5050-5050m.

[Acts 1905, p. 114. In force March 2, 1005.]

5047r. Certificate, contents.-1. That whenever three or more bodies. or lodges of Free and Accepted Masons, or of other secret ritualistic orders may desire to form a company or association, for the purpose of building and maintaining a building to be used or occupied, in whole or in part, for meetings or purposes of bodies of lodges of Free and Accepted Masons or of other secret ritualistic orders, or in any way for the use, accommodation or convenience of such bodies or lodges, or the members thereof, they shall make, sign and acknowledge, or any such body or lodge by vote of the majority of members present at any of its regular or stated meetings may elect or constitute and appoint one of its members as its lawful attorney and agent in its name, place and stead to make, sign and acknowledge on behalf of such body or lodge, a certificate in writing which shall state the corporate name adopted by the company or association, the object of its formation, the amount of its capital stock, the number and the par value of its shares of stock not exceeding one hundred dollars per share, the number of its directors, and their names, who shall manage the affairs of the company or association for the first year and the name of the town, city and county in which the same is to be located, and shall file the same in the office of the secretary of state, and a duplicate thereof shall be filed and recorded in the office of the recorder of such county.

5047s. Corporate powers.-2. When the certificate shall have been filed as aforesaid the persons named as directors in the articles of association as prescribed in section 1 of this act, and their successors, shall be a body politic and corporate, and shall have and possess the general powers, rights and privileges conferred upon corporations by the laws of this state and by common law.

5047t. Acquiring and conveying property.-3. Every such corporation shall have power to acquire, by purchase or otherwise, hold, use, enjoy, and convey such real and personal property as may be necessary and proper for the purpose of erecting, furnishing, maintaining, and keeping in repair such building. And any part of such building as may not be needed by such corporation for its specific purposes, such corporation shall have full power to rent, lease, or otherwise dispose of, and to receive and collect, and use and enjoy, the rents, issues, and profits arising therefrom.

5047u. Directors President-Stockholders.-4. The business of such company or association shall be managed by not less than three nor more than fifteen directors, who shall consist of one representative from each proprietary body or lodge composing such company or association, and the majority of the directors chosen shall be a quorum. Such directors after one year from the organization of the company or association, shall be elected annually by such respective bodies or lodges being stockholders, at such time as the by-laws of said company or association may provide; and the directors thus chosen shall elect the president thereof; and such directors may have such by-laws for the government of such association as shall not be inconsistent with the provisions of this act. Every such body or lodge may hold and own stock in such company or association, may pay for the same in such time and manner as may be fixed by the directors of such company or association. 5047v. Secretary and treasurer-Bond.-5. There shall also be elected annually at the first meeting of such directors in each year, a secretary and treasurer, who shall respectively give bond with such surety as shall be required by the by-laws of such company or association, and be sworn to the faithful discharge of the duties assigned to each of them. All officers shall serve until their successors are chosen and qualified.

5047w. Capital stock.-6. The amount of capital stock shall be fixed in the certificate of association, but may be increased or decreased by a vote of the stockholders at any called meeting for that purpose, and such capital stock shall be divided into shares of not more than one hundred dollars each.

5047x. Transfer of stock.-7. The stock of such company or association shall be deemed personal estate, and when fully paid in shall be transferable in such manner as the by-laws of such company or association may prescribe: Provided, That no such body or lodge shall have the power to transfer its stock to any person, persons or company other than to the company or association of which it is such stockholder, until it shall

have given written notice to the directors of such company or association at one of the regular meetings of such directors and also to each of the bodies or lodges holding stock in such company or association, and which written notice shall give first to such company or association the privilege to purchase such stock at the actual par value thereof, and to pay for the same within sixty days from the receipt of such written notice. by such directors, and second a like privilege to each of the bodies. or lodges holding stock of such company or association. Such company or association shall not use its funds in the purchase of stock in any other corporation.

5047y. Payments of capital stock.-8. The capital stock as fixed by such company or association shall be paid into the treasury thereof, within such time and in such installments as the directors of the company or association assess and direct; and when fully paid, such company or association shall issue to the body or lodge entitled thereto a certificate or certificates of stock therefor.

5047z. Borrowing money-Bonds.-9. Such company or association may, from time to time, borrow such sums of money as they may deem necessary, and execute their notes therefor, and issue and dispose of their bonds for any amounts so borrowed, for such sums and such rates of interest as are allowed by the laws of the state where such contract is made or bonds sold, and mortgage their property and franchise to secure the payment of any debt contracted by such company. And said company may sell their bonds, either within or without this state, at such price or rate of discount as the board of directors may authorize; and such sales shall be valid as if such bonds should be sold at par value.

5047a1. Legalizing clause.-10. In all cases where bodies or lodges referred to in section 1 of this act have heretofore taken steps for the organization of like associations as is provided for in this act, every and all such steps, acts and proceedings of any such body and lodge are hereby legalized.

5050. Certificates, contracts, beneficiaries.

Section 5050, Burns' R. S. 1901, concerning the change of beneficiaries in certificates of membership or policies issued by benevolent or mutual benefit societies, applies only to such societies as are incorporated. Mason v. Mason, 160 Ind. 191.

[Acts 1903, p. 18. In force February 9, 1903.]

5050a. Fraternal association defined-Purposes.-1. That a fraternal beneficiary association is hereby declared to be a corporation, society or voluntary association, formed or organized and carried on for the sole benefit of its members and their beneficiaries, and not for profit. Each association shall have a lodge system, with ritualistic form of work and representative form of government, and shall make provision for the payment of benefits in case of death, and may make provision for the payment of benefits in case of sickness, temporary or permanent physical disability, either as the result of disease, accident or old age, provided the period of life at which the payment of physical disability benefits on account of old age commences shall not be under seventy (70) years. All subject to the compliance of its members with its constitution and by-laws. The fund from which the expenses of such association shall be defrayed shall be derived from assessments or dues collected from its members. Payment of death benefits shall be to the families, heirs, blood relatives, affianced husband or affianced wife or of to persons dependent upon the member. Such associations shall be governed by this act and shall be exempt from the provisions of the insurance laws of this state, and no law hereafter passed shall apply to them unless they be expressly designated therein. Any such fraternal beneficiary association may create, maintain, disburse and apply a reserve or emergency fund in accordance with its constitution or by-laws, and every such association shall be deemed and held to be a charitable institution. The term "fraternal beneficiary association," wherever used in this act, or in any other law of this state hereafter enacted, shall be construed to mean any association such as is defined in this section.

This section amends section 5050a, Burns' R. S. 1901.

5050m. Attachment, taxation.--13. The money, or other benefit, charity, relief or aid to be paid, provided or rendered by any association authorized to do business under this act shall not be liable to attachment by trustee, garnishee or other process, and shall not be seized, taken, appropriated or applied by any legal or equitable process or by operation of law to pay any debt or liability of a certificate holder or of any beneficiary named in any certificate or any person who may have any right thereunder. And the buildings and other property used by said association in carrying on its business, and all dues, assessments and other payments and the accumulations thereof, held and possessed by said association for the payment of death, sick or disability benefits. and the reserve, emergency and other mortuary funds of said association shall be exempt from taxation for state, county and municipal purposes: Provided, That nothing in this act shall be construed to exempt from taxation any real estate owned by any association incorporated or doing business under the provisions of this act, except such as is occupied exclusively by such association in carrying on its business.

This section amends 5050m, Burns' R. S. 1901.

CHAPTER 38.

CORPORATIONS-MANUFACTURING AND MINING COMPANIES.

Section numbers to notes refer to Revised Statutes of 1901.

[Acts 1905, p. 434. In force March 6, 1905.]

5051. Incorporation, purposes.-1. Whenever three (3) or more persons may desire to form a company to carry on any of the following named purposes, to wit:

(a) Any kind of manufacturing, mining, mechanical or chemical business or to furnish motive power to conduct such business;

(b) To supply any city, town, village or community with water, light, heat or power;

(c) To own, construct, operate and maintain stockyards and transit companies and conduct and transact the business incident thereto;

(d) To own, construct, maintain and operate grain elevators or flour mills or both and transact the business incident thereto, including the manufacture of flour, meal and all grain and cereal products, and the buying and selling of grain and cereals of all kinds, and the manufactured products thereof, and also including the right to own and maintain motive power to conduct such business;

(e) To buy and sell any kind or kinds of merchandise in connection with the manufacture of such merchandise, and for the sale of such merchandise when manufactured. They shall make, sign and acknowledge before some officer capable of taking acknowledgments of deeds, a certificate in writing, which shall state the corporate name adopted by the