2. The number of stockholders or members, or quantity of stock, that shall constitute a quorum. 3. The number of shares that shall entitle the stock holders respectively to one or more votes. 4. The mode of voting by proxy. 5. The mode of selling shares for the non-payment of assessments or instalments. 6. The compensation and duties of officers. 7. The tenure of office of subordinate officers; and, 8. They may prescribe suitable penalties for violations of their by-laws, not exceeding, in any case, one hundred dollars for any one offence. Stats. 1850, 347, Sec. 7. How many SEC. 306. The corporate powers, business and propo erty of all corporations formed under this Title must be be Directors. 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 in, or where there is no capital stock, then from the members of, such corporation, a majority of whom must be citizens of this State. Directors of corporations for profit must be holders of stock therein in an amount to be fixed by the bylaws 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 appointee of the Board. Stats. 1853, 169, Secs. 5, 7, 8; 1865-6, 743; 1865-6, 752; SEC. 307. All corporations must provide in their bylaws for the election of Directors annually, and for notice of the election to be given to the stockholders or members thereof by publication, personal notice or otherwise. Corporations for profit must also publish notice of such election in some newspaper published in the county where the principal office of the corporation is located; if none, then in that paper having the largest circulation therein. A majority of the subscribed capital stock, or Vacancies in office of and how filled. Election of how, when, Directors and by whom Organization of Board. Officers may be removed, how. Justice of the Peace may order meeting. of the members, is necessary to a choice. All elections Stats. 1853, 159; 1861, 607; 1850, 347, 281; 1870, 577, SEC. 308. Immediately after their election, the Directors must organize by the election of a President, Secretary and Treasurer, from among their number, a majority of whom must be citizens of this State; they must give the bonds, and perform the duties enjoined on them by law, the articles of incorporation and the by-laws of the corporation. No order of the Directors is valid unless made by a majority and entered on the minutes of the Board, with the date thereof, and giving the names of the Directors present, and signed by the President and Secretary. All contracts or other valid orders or writings, made by the Directors or its officers, when directed by the by-laws or ordered by the Directors, must be over the corporate seal. Stats. 1850, 347, Sec. 159; 1850, 373, Sec. 175; 1850, 375, Sec. 189; 1853, 169, Sec. 4; 1861, 609, Sec. 4; 1865-6, 743, Sec. 4; 1865-6, 754, Sec. 6. SEC. 309. At all general meetings of the stockholders or members, two-thirds in value of the subscribed stock or two-thirds of the members thereof being present in person or by proxy and voting therefor, any President, Director, or other officer of such corporation may be removed and others elected in their stead; previous notice of such intended removal must first be given as herein required for elections. Stats. 1861, 610, Sec. 7. SEC. 310. Whenever, from any cause, there is no person authorized to call or to preside at a meeting of a corporation, any Justice of the Peace of the county where 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 officer present legally authorized to preside thereat. Stats. 1850, 347. Majority of stock must be representmajority ed and a vote togeth it is fraudu lent SEC. 311. 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 per- er otherwise son, or by proxy or representative, must be a member thereof or a bona fide stockholder, having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had, other than in accordance with the provisions of this arti cle, is prima facie fraudulent and void against 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. Stats. 1861, 607. Secs. 5, 6; 1853, 169, Sec. 8. SEC. 312. 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, and any stockholder who has hypothecated his stock, except by transfer on the books of the corporation, may nevertheless represent such stock at all elections and meetings. Stats. 1861, 610, Sec. 8; 1861, 567, Secs. 12, 13; 1853, All stock resented in may be rep votes. may be SEC. 313. If, from any cause, an election does not take Election place on the day appointed in the by-laws or articles of postponed. incorporation, it may be held on any day thereafter, as is provided for in such by-laws or articles of incorporation, or to which such election may be adjourned or ordered by the Directors. Stats. 1850, 347, Sec. 168; 1853, 88, Sec. 6; 1862, 199, SEC. 314. 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 Complaints and quo warrants, ings thereou Elections. and proceed. regarding Dividends to be from surplus profits. of the district in which such election is held must proceed forthwith summarily to hear the affidavits, proofs and allegations 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, and may direct the District Attorney to file information in the nature of quo warranto in the premises. 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. False certif.. cate, report make officers liable. Stats. 1850, 347, Sec. 15. SEC. 315. 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 reduced, 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. Stats. 1850, 348; 1861, 607, Sec. 50; 1865-6, 747, Sec. 12; 1865-6, 757, Sec. 13; 1861, 626, Sec. 56; 1853, 89, Secs. 13, 14. SEC. 316. Any officer of a corporation who makes or or notice, to gives a certificate, official report, public notice, or entry in any of the records or books of the corporation, concerning their corporation or its business, which is false in any material representation, and who knew or had full Stats. 1861, 626, Sec. 55; 1865-6, 747, Sec. 16; 1853, 90, 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. Stats. 1850, 347, Sec. 10. 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. Stats. 1850, 347, Sec. 11. CHAPTER II. CORPORATE STOCK. ARTICLE I. STOCK AND STOCKHOLDERS. II. ASSESSMENT OF STOCK. ARTICLE I. STOCK AND STOCKHOLDERS. SECTION 321. All corporations may call in subscriptions and enforce collec tions. 322. Liabilities of stockholders. They may be released, when. 323. Certificates, how and when issued. 324. Transfer of shares. 325. Transfer of shares held by married women, etc. Dividends payable to married women. 326. Non-resident stockholders. Bonds. 327. Debts not to exceed capital stock. |