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All corpora tions may

call in subscriptions and enforce collections.

stockholders

SEC. 321. Every corporation for profit, unless it is in this Part otherwise specially provided, may, by order of its Directors, demand and call in from the stockholders, at such times and in such amounts or instalments as the Directors may require, the sums by them subscribed, and may enforce the payment thereof either by suit or as provided hereinafter for levying and collecting assessments upon stock.

Stats. 1863-4, 492, Sec. 1; 1853, 88, Sec. 10; 1853, 169, Sec. 14; 1850, 372, Sec. 176; 1850, 375, Sec. 190; 1850, 276, Sec. 194.

Liabilities of SEC. 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 determine 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 action are severally liable, and judgment must be given severally in conformity They may be therewith. If any stockholder or member of a corporation pays his proportion of any debt due by such corporation, he is released and discharged from 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.

released,

when.

Certificates,

how and

Stats. 1863, 766; 1865-6, 75S, Sec. 17; 1853, 87, Secs.

16, 17; Const., Art. IV, Sec. 36.

SEO. 323. All corporations for profit must issue certifiwhen issued. cates for stock fully paid up, signed by the President and Secretary, and may provide, in their by-laws, for issuing partially paid certificates prior to the full payment, under such restrictions and for such purposes as their by-laws may provide.

Stats. 1861, 614, Sec. 14.

shares.

SEC. 324. Whenever the capital stock of any corpora- Transfer of tion is divided into shares, and certificates therefor are 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 thereof; 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.

Stats. 1862, 111; 1861, 607, Sec. 12; 1853, 169, Sec. 13;
1853, 85, Sec. 9; 1862, 199, Sec. 21.

Transfer of by married

shares held

women, etc.

payable to

women.

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 feme sole. All dividends payable upon any shares of Dividends stock of a corporation held by a married woman may be married 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.

Stats. 1861, 607, Sec. 12.

stockholders

SEC. 326. In all transfers of shares of stock in corpo- Non-resident rations, on behalf 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 Bonds. sureties, satisfactory to the officers of the corporation, or if not so satisfactory, then approved by the District Judge of the district in which the principal office of the corporation is situated, conditioned to protect such corporation. against any liability to the legal representatives of the owner of such stock, in case of his or her death before such transfer; and in case of refusal to furnish such

Debts not to exceed capital stock.

bonds upon request, such transfer is utterly void as against the corporation.

Stats. 1862, 110, Sec. 12.

SEC. 327. The total amount of debts of any corporation must not at any time exceed the amount of the capital stock actually paid in; and in case of any excess, 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, and except those who were not present when the same did happen, are, in their individual and private capacities, jointly and severally liable for such excess, to the corporation, and in the event of its dissolution, to any of the creditors thereof, to the full amount of such excess, with legal interest from the time such liability accrued; and no statute of limitation is a bar to any suit against such Directors for any sums of money for which they are made liable by this section.

Stats. 1850, 347, Sec. 14; 1861, 607, Sec. 56.

ARTICLE II.

Directors

may levy assessments.

ASSESSMENTS OF STOCK.

SECTION 331. Directors may levy assessments.

332. Limitation. How levied.

333. Majority of Board may order assessments.

334. What order shall contain.

335. Notice of assessment. Form.

336. Publication and service.

337. Delinquent notice. Form.

338. Contents of notice.

339. How published.

340. Jurisdiction acquired, how.

341. Sale to be by public auction.

342. Highest bidder to be the purchaser.

343. In default of bidders, corporation may purchase.

344. Disposition of stock purchased by corporation.

345. Extension of time of delinquent sale.

346. Assessments shall not be invalidated.

347. Action for recovery of stock, and limitation thereof.

348. Affidavits of publication. Affidavits of sale. To be filed.

SEC. 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.

Stats. 1865-6, 458; 1861, 41, Sec. 1; 1863-4, 492, Sec. 1.

SEC. 332. No one assessment must exceed five per cent. Limitation, of the amount of the capital stock named in the articles

of incorporation, except as in this Part specially provided,

1

and none must be levied while any portion of any previ- How levied. ous assessment remains unpaid or uncollected, except in cases where all the powers of the corporation have been exercised, in accordance with the terms of this article, for the purpose of collecting such previous assessment, and except, also, the collection of a previous assessment against one or more stockholders is restrained by injunction or other process; in which case a further assessment may be levied and collected, according to this article.

Stats. 1865-6, 458, Sec. 2.

SEC. 333. No assessment must be levied, except by order of a majority of the Board of Directors, entered upon the records of the corporation.

Stats. 1865-6, 458, Sec. 3.

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shall contain

SEC. 334. Every order levying an assessment must what order specify the amount thereof, when, to whom and where payable; fix a day, subsequent to the full term of publication of the assessment notice, on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment; and a day for the sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent.

Stats. 1865-6, 459, Sec. 4.

assessment.

SEC. 335. Upon the making of the order, the Secre- Notice of tary shall cause to be published a notice thereof, in the following form:

[Name of corporation in full. Location of works]. Form. Notice is hereby given, that at a meeting of the Directors, held on the [date], an assessment of [amount] per share was levied upon the capital stock of the corporation, payable [when, to whom and where]. Any stock upon which this assessment shall remain unpaid on the [day fixed] will be delinquent and advertised for sale at public auction, and, unless payment is made before, will be sold on the [day appointed] to pay the delinquent

Publication and service.

Delinquent notice.

Form.

assessment, together with costs of advertising and expenses of sale.

[Signature of Secretary, with location of office.]

Stats. 1868, 540, Sec. 3.

SEC. 336. The notice must be published once each week for four successive weeks, in some daily or weekly paper published at the place designated in the articles of incorporation as the principal place of business, and also in some paper published in the county in which the works of the corporation are situated, if a paper is published therein; if the works of the corporation are not situated within some State or Territory of the United States, then publication in a paper of the county is not necessary; if there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication must be made in the newspaper published nearest thereto. The notice specified in the preceding section ray be served by delivering a copy thereof, certified by the Secretary, to each stockholder personally; and in case of such service upon all the stockholders of the corporation, no notice by publication is necessary, but such personal notice is sufficient.

Stats. 1865-6, 459, Sec. 6.

SEC. 337. If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the Secretary must, unless otherwise ordered by the Board of Directors, cause to be published in the same papers in which the notice herein before provided for shall have been published, a notice substantially in the following form:

[Name in full. Location of works]. NOTICE.-There is delinquent upon the following described stock, on account of assessment levied on the [date], [and assessments levied previous thereto, if any], the several amounts set opposite the names of the respective sbareholders, as follows: [Names, number of certificate, number of shares. amount]. And in accordance with law [and an order of the Board of Directors, made on the (date), if any such order shall have been made], so many shares of each parcel of such stock as may be necessary will be sold, at the [particular place], on the [date], at [the hour] of such day, to pay delinquent assessments thereon, together with costs of advertising and expenses of the sale.

[Name of Secretary, with location of office.]

Stats. 1863-4, 492, Sec. 2; 1865-6, 460, Sec. 7.

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