Sec. 50. The words "grant," "bargain," and "sell," in all conveyances hereafter made, in and by which any estate or inheritance, possessory title or fee simple is to be passed, shall, unless restrained by express terms contained in such conveyance, be construed to be the following express covenants, and none other, on the part of the grantor, for himself, his heirs and assigns, to the grantee, his heirs and assigns:-First. That previous to the time of the execution of such conveyance the grantor has not conveyed the same real estate, or any right, title, or interest therein, to any person other than the grantee. Second. That such real estate is at the time of the execution of such conveyance free from incumbrances, done, made, or suffered by the grantor or any person claiming under him; and such covenant may be sued upon in the same manner as if they had been expressly interested in the con veyance. Sec. 51. All instruments of writing mentioned in this act, now copied in the proper books of record of the several counties of this territory, acknowledged and recorded in accordance with the laws in force and effect at the time such instruments are so acknowledged and recorded, shall, after the passage of this act, be deemed to impart to subsequent purchasers and incumbrancers, and all other persons whomsoever, notice of all such deeds, mortgages, power of attorney, or other instrument, so far as to the extent the same may be found recorded, copied, or noted in the books of record. Sec. 52. That any citizen, by deed, mortgage, or other conveyance, conveying property situated in this territory, who has a wife living in any other state or territory, can convey the full title to such property by his own signature, and the want of the signature of the said wife shall in nowise invalidate said conveyance. CHAPTER XVIII. CORPORATIONS. Sec. 1. Parties to sign and acknowledge a certificate in writing, setting forth terms of corporation. Sec. 2. Copy certified by secretary of the territory to be evidence; to have a corporate seal. Sec. 3. Certificate may designate more than one place of business. Sec. 4. Certificate to state place of business outside of territory. Sec. 5. Notice of election; how stockholders elected, &c. Sec. 6. Election not held on day appointed not to dissolve cor poration. Sec. 7. How president designated, and to give security. Sec. 8. Trustees to demand subscription not exceeding twenty per cent. Sec. 9. Powers of trustees. Sec. 10. Stock to be deemed personal property and how trans ferred. Sec. 11. Certificate prima facie evidence of incorporation. Sec. 12. Stockholders individually liable to amount of unpaid stock. Sec. 13. Trustees to make purchases and issue stock in payment. Sec. 14. President and trustees to make certificate of amount of stock paid in. Sec. 15. Report to be published annually. Sec. 16. Trustees to be liable if they pay dividend while company is insolvent. Sec. 17. No loan to be made to stockholders. Sec. 18. Officers liable for signing false report. Sec. 19. Party pledging stock to be liable as stockholder. Sec. 22. Corporation may increase or diminish capital stock. Sec. 25. Trustees assenting when personally liable. Sec. 26. Treasurer to keep a book with names of all stockholders; penalty for refusing inspection of books. Sec. 27. Persons owning fifteen per cent. of capital stock may demand statement of treasurer. Sec. 28. What certificate of ditch company to contain. Sec. 33. Sec. 38. How powers restricted. Sec. 39. Persons liable to fine and imprisonment for damaging corporation's property. Sec. 40. Nothing in this act to authorize issuing paper money. Sec. 41. How companies heretofore formed to organize under this act. Sec. 42. How land required by company to be appraised and condemned. Sec. 43. How companies formed under this act may be disin corporated. Sec. 44. Powers of trustees after dissolution. Sec. 45. How place of business removed. Sec. 46. Foreign corporations file copy of charter with secretary of territory and county recorder. Sec. 47. If charter not filed with secretary within thirty daysact of incorporation, how proved. Sec. 48. Ferries, toll-bridges, and toll-roads not to be established. Section 1. 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 a 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. 2. 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 per sonal estate whatever, which may be necessary to enable the said company to carry on their operations named in the certificate. Sec. 3. Any certificate hereafter filed and recorded under the provisions of this act may designate one or more places where the company may carry on their business in the territory of Montana. Sec. 4. If any company shall be formed under this act 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 act. Sec. 5. 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 bylaws 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. Sec. 6. 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. 7. 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. 8. 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 instalments 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 payment 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 caried on as aforesaid. Sec. 9. 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. 10. 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. 11. The copy of any certificate of incorporation, filed and recorded in pursuance of this act, 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. 12. All stockholders of every company incorporated under the provisions of this act shall be severally and individually liable to the creditors of the company in which they are stockholders, to the amount of unpaid 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. 13. 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 thereof, and the stock so issued 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 the tenth section of this act; but in all statements and reports of |