member, or published in some newspaper in the county where the corporation may be established, or if there be no such newspaper, then in the nearest newspaper.. (R. S. 1889, § 2481-b.)

SEC. 945. Justice of the peace may call meeting, when. Whenever, for want of sufficient by-laws for the purpose, or of officers duly authorized or from neglect or refusal of such officers, or from other legal impediments, a legal meeting of any corporation cannot otherwise be called, any justice of the peace in the county where it is desirable to hold such meeting, or where such corporation is established, if it be local, may, on a written application of two or more members thereof, issue a warrant to either of said members, directing him to call a meeting of such corporation, by giving such notice as is required in the preceding section. (R. S. 1889, § 2482-c.)

SEC. 946. Id. Who may preside.-Whenever any meeting of any corporation shall be called by warrant from a justice of the peace, the person to whom such warrant is directed may call the meeting to order and preside therein until a presiding officer is chosen and qualified, if there be no officer present whose duty, it may be to preside. R. S. 1889, § 2483-d.)

SEC. 947. Meeting of shareholders, how convened-inspectors of election appointed, when-duties of president -two shareholders may act, when-right to vote, how determined-meeting to convene, at what hour. Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president and secretary by a notice published for ten days previous to such meeting, where a longer notice is not otherwise by law or its own by-laws required, in a daily or weekly newspaper, published in the place or county in which the corporation is located, or by notice served personally on each shareholder, in writing, setting forth the place and hour and the object of such meeting. If the object of such meeting be to elect directors or to take a vote of the shareholders in such corporation on any proposition in the notice aforesaid, the president, when not otherwise provided by law, shall appoint not less than two shareholders, who are not directors, inspectors to receive and canvass the votes given at such meeting and certify the result to him. At the next meeting of the board of directors, which shall be held within two weeks thereafter, the president shall lay before them the returns so certified, and thereupon such proceedings shall be had as the subject-matter decided by the election, or the vote, may require; and if for directors, the persons who received a majority of the votes cast shall be notified thereof. If the president and secretary fail to call any meeting of the shareholders in any corporation required by law or by the by-laws of such corporation to be held, any two shareholders may call such meeting and appoint inspectors in manner hereinabove provided, notwithstanding such meeting should be held at a later day than had such failure not happened. In all cases where the right to vote upon any share or shares of the stock in

(b) All proceedings of persons professing to act as corporators, assembled 'beyond the limits of the State are void. 41 Mo. 525. But when organized, directors may hold their meetings and transact business outside of state, unless otherwise prohibited by charter or by-laws. Nat. Bank vs. State Bank. Supreme Court,

March 5, 1900. See sections 945, 947 and 1329.

(c) See section 944.

(d) See Const. Art. XII, section 6.

any incorporated company shall be questioned, it shall be the duty of the inspectors to require the transfer books of such corporation as evidence of stock held in such corporation, and all shares that may appear standing thereon in the name of any person or persons shall be voted upon by such person or persons, directly by themselves or by proxy. Persons holding stock as executors, administrators, guardians or trustees, or who have pledged their stock, shall be entitled to vote upon such stock. Every meeting of shareholders in any corporation shall be convened at 9 o'clock a. m., and continue during at least three hours, unless the object for which it was so called be accomplished sooner: Provided, that if the object of such meeting be for any other purpose than to hold an election or to take a vote on any proposition, it shall be regulated by the by-laws of the corporation as to the manner of convening it, the time at which it shall be held, and the manner of conducting it; any corporation in which there are but ten or a less number of resident stockholders may regulate by by-law the manner of appointing inspectors, their number, and their qualifications. (R. S. 1889, § 2484—e.)

SEC. 948. Inspectors to take and subscribe oaths.-An inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality, and according to the best of my ability." (R. S. 1889, § 2485-f.)

SEC. 949. Qualification of voters, how tested - shall not vote, when.-At every election of directors the transfer books of the corporation shall be produced to test the qualifications of the voters, and no person shall be admitted to vote, directly or by proxy, except those in whose names the shares of the stock of the corporation shall stand on such books, and shall have stood for at least thirty days previous to the election. (R. S. 1889, § 2486-g.)

SEC. 950. Prohibited from voting on hypothecated shares. No person shall be admitted to vote on anysчares of stock belonging or hypothecated to the corporation in which the election is held. (R. S. 1889, § 2487-h.)

SEC. 951. If election not held on day appointed, to be held, when.-If any election for directors in any such corporation shall not be held on the day appointed, it shall be the duty of the directors to notify and cause such election to be held within sixty days after the day so appointed; and on the day so notified, no person shall be admitted to vote except those who would have been entitled had the election taken place on the day when it ought to have been held. (R. S. 1889, § 2488-i.)

(e) Acts of body corporate must take place at home office, unless all shareholders give consent. 114 Mo. 218. In order to canvass the vote the inspectors must know how each shareholder voted. 64 A. 225. Canvassers of votes cast at an election of directors may be compelled by mandamus to perform their duty. Id. Stockholders may change vote while meeting is in progress. Id. Also 37 A. 155; 51 A. 437; 99 Mo. 497; 108 Mo. 606. See sections 944, 949, 950, 968 and 1325.

(f) See Const. Art. XII, section 6.

(g) 108 Mo. 606.

(h) See section 947.

(i) See section 953. 108 Mo. 606.

SEC. 952. Failure to elect directors, effect of.-A failure to elect directors on the day designated by law shall not have the effect of dissolving such incorporated company. (R. S. 1889, § 2489-j.) SEC. 953. Election of directors, etc.-votes, how cast. In all elections for directors or managers of any incorporated company, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares of stock so held by him or her in said company, multiplied by the number of directors or managers to be elected at such election, and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates; and such di̟rectors or managers shall not be elected in any other manner. (R. S. 1889, § 2490—k.)

SEC. 954. Directors to appoint officers-certain officers to keep office, where.-The directors shall appoint one of their number president; they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the bylaws of the company: Provided, that the president, treasurer and secretary, or such other officer or officers as perform their duties, of all corporations other than railroad companies, shall have and keep their offices at the general office of the company in this state. (R. S. 1889, § 2491, amended-1.)

SEC. 955. Articles of incorporation, when and where filed-shall be evidence, when.-Whenever any corporation shall be organized under the laws of this state, it shall be the duty of the officers of said corporation to file with the secretary of state a copy of the articles of association or incorporation, and the corporate existence of such corporation shall date from the time of filing said copy of such articles; and a certificate by the secretary of state, under the seal of the state, that said corporation has become duly organized, shall be taken by all courts of this state as evidence of the corporate existence of such corporation; a certified copy of said certificate of the secretary of state shall be filed and recorded in the office of the (j) 50 A. 648; 2 A. 123.

(k) May change their votes in election of directors, when. 64 A. 225. Right of shareholders to vote in election of directors on the cumulative plan is guaranteed by law, and cannot be taken away by resolution or by-law. 52 A. 430. Also 39 A. 453; 114 Mo. 218; 64 A. 232; 149 Mo. 181; 72 A. 142. See Const. Art. XII, section 6. See sections 950, 1320 and 1325.

(1) President may without special authority form board, perform all acts of ordinary nature, which by usage or necessity are incident to his office. 104 Mo. 531. And when so permitted, such authority may be inferred. 49 A. 280. Officers not entitled to pay for services, except by agreement. 75 A. 457. Power to remove a corporate officer for reasonable and just cause, is one of the common-law incidents of all corporations. 119 Mo. 383. Secretary is not an officer of general power or authority; cannot bind corporation by contract, in absence of evidence of authority or ratification. 64 A. 677. If agents, acting within the scope of their authority, act in a willful and malicious manner, and damage thereby ensue, the corporation is responsible. 55 Mo. 201; 3 A. 589. In absence of anything to the contrary in charter or bylaws a majority of directory will constitute a quorum, and a majority of that quorum can do business of the board. 39 A. 453. Officers must act within the scope of authority to bind the corporation. 38 Mo. 228. But his authority may be implied from the manner in which he has been permitted to transact its business. 104 Mo. 531. Also 39 A. 460; 95 Mo. 467; 139 Mo. 1; 149 Mo. 104, 181; 138 Mo. 576; 70 A. 364; 73 A. 135, 389; 74 A. 579; 75 A. 358; 139 Mo. 627; 75 A. 455; 77 A. 422; 78 A. 463; 79 A. 352; 145 Mo. 418.

recorder of deeds of the county in which the corporation is organized. (R. S. 1889, § 2492-m.)

SEC. 956. In creation and organization, what necessary-increase of capital stock-fees to be paid.-No corporation, company or association other than those formed for benevolent, religious, scientific, fraternal-beneficial or educational purposes, shall be created or organized under the laws of this state, unless the persons named as corporators shall, at or before the filing of the articles of association or incorporation, pay into the state treasury fifty dollars for the first fifty thousand dollars or less of the capital stock of such corporation or association, and a further sum of five dollars for every additional ten thousand dollars of its capital stock; and no increase of the capital stock of any such corporation, company or association shall be valid or effectual until such corporation, company or association shall have paid into the state treasury five dollars for every ten thousand dollars or less of such increase in the capital stock of said corporation or association; and it shall be the duty of said corporation or association to file a duplicate receipt of the state treasurer for the payments herein required to be made, with the secretary of state, as is provided by this article for the filing of articles of incorporation or association. (R. S. 1889, § 2493-n.)

SEC. 957. Directors may open books of subscription, when.-When such articles of association and affidavit are filed in the office of the secretary of state, the directors named in such articles of association may, in case the whole of the capital stock is not before subscribed, open books of subscription to fill up the capital stock of the company, in such places and after giving such notice as they may deem expedient, and may continue to receive subscriptions until the whole capital stock is subscribed. At the time of subscribing, every subscriber shall pay to the directors five per cent. on the whole amount subscribed by him, in money, and no subscription shall be received or taken without such payment. (R. S. 1889, § 2494-0.)

(m) Corporate existence means full authority to transact business; and dates from the filing of articles of association with the Secretary of State. 55 Mo. 310; 71 Mo. 128; 79 Mo. 410; 95 Mo. 110; 18 A. 363; 20 A. 348; 52 A. 60; 95 Mo. 106; 59 A. 267. Lawful existence of corporations acting under color of law cannot be questioned collaterally. 62 Mo. 247. Can only be questioned by quo warranto or other direct proceedings instituted by the state for that purpose. 62 Mo. 247; 66 Mo. 228; 81 Mo. 26; 94 Mo. 560. Corporate franchises, when forfeited by acts of officers. 76 A. 439. See Const. Art. X, section 21. Also 84 Mo. 202; 11 A. 65; 72 Mo. 461. See sections 958, 1313 and 1314.

(n) Corporation whose leading purpose is to make money cannot be made benevolent institution by legislative enactment. 95 Mo. 193. New corporation into which old one is merged assumes all liabilities of old corporation. 61 Mo. 176; 79 Mo. 182; 39 A. 574; 127 Mo. 356; 95 Mo. 196.

(0) A stockholder, whether an original subscriber or a purchaser, is liable for unpaid stock. 94 Mo. 410. Person who signs, unconditionally, articles of association, with a number of shares opposite his name, thereby agrees to take shares and pay persons named as managers fifty per cent. thereof, as soon as organized and before articles shall be recorded. 28 A. 55. Subscription for shares of stock makes subscriber a stockholder, though he fails to meet subsequent calls thereon. 46 Mo. 248. Where one subscribed to stock of corporation on faith of an agreement with a previous stockholder that he would not be required to pay subscription unless road should be completed, this agreement was void, and subscriber is liable for the full amount subscribed. 29 Mo. 64. It is not the subscribing of capital stock merely, but the payment of same which constitutes furnishing capital. 27 Mo. 365. Subscription to capital stock constitutes a contract not only between subscriber and corporation,

SEC. 958. Amendments to articles of incorporationconstruction of act-tax on increase of stock. - All amendments to articles of association of corporations organized under the laws of this state, made and filed in the office of the secretary of state, are and shall be and become a part of the articles of association of the corporation adopting and filing the same; and this section shall not be so construed as to give any corporation whose articles are amended as in this article contemplated, any greater rights than though the subject of the amendments had been incorporated into the original articles of association; and any corporation, company or association which may increase its capital stock under the provisions of this article shall pay the additional amount provided by law for such increase. (R. S. 1889, § 2495-p.)

SEC. 959. Certificate not to issue to corporation, when. No certificate of its incorporation or certificate of its change of corporate name shall be issued by the secretary of state to any company or association: First, under the same corporate name and style as that already assumed by another corporation; nor, second, when the corporate name and style assumed is the name of a person or a firm, unless there be joined thereto some word designating the business to be carried on, followed by the word company or corporation. (R. S. 1889, § 2496-q.)

SEC. 960. Existing corporations to change name, when. All existing corporations whose corporate name and style is the name of a person or of a firm shall change such corporate name and style to conform to the provisions of the second subdivision of the preceding section, within sixty days after this chapter takes effect, or ipso facto their corporate powers shall be forfeited. (R. S. 1889, § 2497—r.)

SEC. 961. Capital stock to be paid, in what manner. The board of directors, trustees or other body of persons lawfully exercising the corporate powers of any corporation, may require the subscribers to the capital stock of the company to pay the amount by them respectively subscribed, in such manner and in such installments as but between him and each of the other subscribers, both precedent and subsequent. 44 A. 172. Subscriber to stock is liable on his own subscription when it is made in his own name but upon secret trust for another; or when made as trustee for a corporation which has no power to subscribe for shares. 44 A. 172. Directors have no power to discharge one subscriber and substitute another in his place. Id. Also, 24 A. 378; 28 A. 554; 52 A. 194; 90 Mo. 199; 94 Mo. 560; 83 Mo. 243; 17 A. 652.

(p) Acceptance by a corporation of amendments to its charter may be inferred from acts of officers. 40 Mo. 27; 47 Mo. 93. See section 955. See Const. Art X, section 21.

(q) Family name not conjoined with a christian name is not "the name of a person" within the meaning of the statute, which makes the word "company" or "corporation" an essential part of the name of a corporation; hence the name "Mollinckrodt Chemical Works," does not come within the statutory requirement. 75 Mo. 424. Secretary of State must exercise his discretion in determining whether a company has adopted a name that is same as or in imitation of an existing corporation, and he will not be compelled by mandamus to issue certificate until it appears that the law has been complied with. 92 Mo. 355. Object of the statute is to prevent corporations from conducting business in the names of firms and individuals, thereby misleading the public. 75 Mo. 424. Also, 37 A. 313; 49 A. 345; 92 Mo. 355. See section

1312.

(r) Change of name of corporation does not affect its rights. 22 Mo. 13; 37 A. 318 See section 971.