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Certificate to be warded to the secretary of the Territory, recorded and copied as

filed with the suc

retary of Terri- is provided in the sixteenth section of this act; and when so in

tory to be recorded.

to act.

When authorized corporated, they are hereby authorized to carry on the manufacturing operations named in said certificate of incorporation, and by the name and style provided in said certificate, shall be deemed Powers and pri- a body corporate, with succession, and they and their associates,

vileges.

Annual meeting

of stockholders to chose directors.

Special meetings

of stockholders.

Thirty days no

tice, how.

Directors elect

one of their number president.

cers and fix compensation.

bond when re

laws.

successors and assigns, shall have the same general corporate powers as are provided in the twentieth section of this act, and subject to all the restrictions hereafter provided.

SEC. 35. The annual meeting of the stockholders shall be held on the first Monday of January in each year, at which meeting the directors of the company shall be elected, and such other lawful business done, as the stockholders shall deem necessary and proper, and should they fail to elect directors at the annual meeting, they shall hold a special meeting at some subsequent time, for the purpose, by giving thirty days' notice thereof, in some newspaper of general circulation in such county. The directors shall hold their offices until their successors are chosen and qualified; but no person shall be a director after ceasing to be a stockholder. Immediately after the election, the directors shall elect one of their number president of the corporation, and May appoint of may appoint such other officers and agents as they may deem proper, to transact their business, and prescribe the amount of compensation to be allowed to them for their services, and such Officers to give officers, when required by the by-laws, shall give bonds to the quired by the by- satisfaction of the directors, for the faithful discharge of the trust committed to them, shall have power and are hereby authorMay make by ized to make such rules, regulations and by-laws, as may be necessary for their regulation, not inconsistent with the organic act of this Territory. The directors shall have the general mansidue of stock and agement of the affairs of the company, and may dispose of the control of stock residue of the capital stock at any time remaining unsubscribed, in such manner as the stockholders for the time being may prescribe, and may employ the capital and means of the company in such manufactures as they shall deem best for the company, and for the erection and maintenance of such machinery, dams, buildings, races, water-courses, &c., subject always to the control of the stockholders, as may be necessary in the business of manufacturing, but for no other purpose than those connected with Record of stock and pertaining to said business; they shall cause a record to be kept of all stock subscribed and transferred, and of all business transactions, and their books and records shall at all reasonable times be open to the inspection of any and every stockholder;

laws.

Directors may dispose of the re

of company under

holders.

and transfer to be

kept.

they shall also, when required, present to the stockholders reports in writing of the situation and amount of business of the company, and declare and make such dividends of the profits from Declare divithe business of the company, not reducing the capital stock while they have outstanding liabilities, as they shall deem expedient.

dends.

missioners to open

SEO. 36. The persons named in the certificate of incorpora- Who shall be comtion, or a majority of them, shall be commissioners to open books books. for the subscription to the capital stock of said company, at such times and places as they shall deem proper, and the said company are authorized to commence operations upon the subscription of ten per cent. of said stock.

To Provide for the Incorporation of Town Companies.

SEC. 37. That when any number of persons, as named in the Town companies. first section of this act, associate themselves together for the purpose of locating and laying out a town site and making improvements therein, they shall, under their hands and seals, make

specifying name,

ed in the office of

the secretary of

the Territory.

a certificate, specifying the particular tract or tracts of land Make certificate sought to be obtained as a town site, the name and style by which place, &c. said company shall be known. Said certificate shall be acknowledged, certified and forwarded to the secretary of the Territory, Certificate recordrecorded and copied as provided in the sixteenth section of this act; and when so incorporated, they are hereby authorized to carry on the business and operatious named in said certificate of incorporation, and by the name and style provided in said certificate, shall be deemed a body corporate, with succession, and they and their associates, successors and assigns shall have the same general corporate powers as are provided in the twentieth powers and privisection of this act, and subject to all the restrictions hereafter provided.

To provide for the Incorporation of Religious and other

Societies.

SEC. 38. That from and after the passage of this act, it shall be lawful for any religious society or denomination, military or fire company, or any literary, scientific, industrial or benevolent association, (other than colleges, universities, academies or seminaries,) within this Territory, to elect, at a meeting of a majority of the members of any organized church, military or fire company, literary, industrial, scientific or benevolent association as aforesaid, called for that purpose, provided ten days' public notice has been given, any number of their members, not less than three, to serve as trustees, directors or vestrymen, and one member as

leges.

[blocks in formation]

Clerk to make record. Proceedings.

And have them office of the re

recorded in the

corder of the county.

Duty of county recorder.

clerk, who shall hold their offices for one year or during the pleasure of the society or association.

SEC. 39. That the clerk so appointed shall make a true record of the proceedings of the meeting provided for by the first section of this act, certify and deliver the same to the recorder of the county in which such meeting shall be held, together with the name by which such church, military or fire company or association shall thereafter desire to be known. And it shall be the duty of each county recorder in this Territory, immediately upon the receipt of such certified statement, to record the same in a book of record, to be kept by him, provided for that purpose at the expense of the county, for which service he may demand and Fees for record- receive the sum of ten cents per hundred words; and from and after making such record by the county recorder, the said trustees or directors, and their associated members and successors, Powers and pri- shall be vested with the powers, privileges and immunities incident to aggregate corporations, and a certified transcript of the record herein authorized to be made by the county recorder, shall Evidence of exist be deemed and taken in all courts and places whatsoever, in this Territory, as evidence of the existence of such association and corporation.

ing.

vileges.

ence of the com

pany.

Shall have perpetual succession, and may sue and be sued.

Association may elect its officers

SEC. 40. The trustees, directors or vestrymen, who may be appointed under the provisions of this act, and their successors in office, shall have perpetual succession by such name as may be designated, and by such name shall be legally capable of contracting and of prosecuting and defending suits, and shall have capacity to acquire, hold, enjoy, dispose of and convey all property, real or personal, which they may acquire by purchase, donation or otherwise, for the purpose of carrying out the intentions of such society or association, but they shall not acquire or hold property for any other purpose.

SEO. 41. That such congregation, society or association, when and make by-laws incorporated, may elect such officers, and make such rules and regulations as may be necessary and expedient, for its own government and the management of its fiscal and other affairs, to effect their respective objects.

Vacancies how filled.

SEC. 42. That if said board of trustees, directors or vestrymen, as is provided by the thirty-sixth section of this act, shall be vacated, either in whole or in part, by death, resignation or otherwise, such board of trustees or directors may be revived, or such vacancy or vacancies filled, in the manner pointed out in the thirty-sixth section of this act, for the original organization of

The Time extended

twelve months for corporations

created in 1858, to

said board; and a majority of said trustees, directors or vestry- Quorum.
men, shall be a quorum for the transaction of business.
times fixed by law in the acts of the Legislative Assembly, creat-
ing corporations at its session for the year 1858, within which zation.
advantage of the provisions of such acts shall be taken, are here-
by extended twelve months beyond the time so fixed.

General Provisions Regulating Incorporated Companies.

complete organi

the provisions of

SEC. 43. All companies now incorporated in this Territory, Who may accept and actually doing business, may accept any of the provisions of this act. this act, and when so accepted, and a certified copy of their acceptance filed with the secretary of the Territory, that portion of Privileges incontheir charters inconsistent with the provisions of this act is here- act repealed. by repealed.

sistent with this

annual statement

SEC. 44. All companies hereafter incorporated, or accepting Publication of the provisions of this act, except those named in the thirty-sixth required. section, are required to make and publish, in a newspaper of general circulation in the county where the principal office is located, an annual exhibit, showing a full, fair and detailed statement of the condition of said company, which statement shall be verified by the oath of the president, secretary or clerk.

diverted to other purposes.

stock.

SEC. 45. No company or association, incorporated under the Means not to be provisions of this act, shall employ its stock, means, assets or other property, directly or indirectly, for any other purpose whatever, than to accomplish the legitimate objects of its creation. SEC. 46. That the board of directors or trustees of any com- Reduction of pany, heretofore incorporated, or which may hereafter be formed under any law of this Territory, may, with the written consent of the persons in whose name a majority of the shares of the capital stock thereof shall stand on the books of the company, reduce the amount of said capital stock, and the nominal value of the shares thereof, and issue certificates therefor: Provided, That the rights of creditors shall not be affected or in any wise. impaired, by the reduction of the capital stock of any such corporation.

SEC. 47. That whenever any joint stock company heretofore incorporated, for the purpose of erecting any public improvement in this Territory, whose charter is limited as to the time for completion of said improvement, and when any such company has been legally organized, and has actually commenced, and has in progress toward completion such public improvement, it shall be lawful for any such company to have further time allowed for the final completion of said work, as is hereinafter provided.

Joint stock com

panies for public improvements,

may have further

time, when.

Manner of application for extension of time.

Name changed, how.

A copy of the de

name to be filed

of the Territory.

When it shall be known by its new

SEC. 48. That, upon petition being filed by the directors of any corporation in the probate court of the county in which the principal office of such corporation is located, and upon giving thirty days' notice by publication, in a newspaper of general circulation in said county, of the object and prayer of such petition, said court shall at any regular term after the publication of said notice, on good cause shown, decree the extension of the time for the completion of said improvement, to such period as shall appear to such court just and reasonable.

SEC. 49. That the name of any corporation may be changed in the same manner as is provided for the extension of the time of the completion of any public improvement in the preceding section, and in case the name of any corporation is changed, as cree changing the aforesaid, a copy of the decree, shall be filed with the secretary with the secretary of the Territory, or in the office of county recorder, if the corporation whose name is so changed, be of the class organized under the thirty-sixth section of this act, and also published in some newspaper of general circulation in the county aforesaid. When the provisions aforesaid have been complied with, such name; not to effect company shall thereafter be known by such new name, and shall have all the powers and be subject to the same restrictions, as if no such change of name had been made, and no such change of name shall effect in any manner the rights of such company, or of any individual. Any joint stock company organized under the provisions of this act, shall be deemed and held liable to an amount equal to their stock subscribed, in addition to said stock, for the purpose of securing the creditors of such company, and the trustees or directors of every society or association, incorporated under the provisions of the thirty-sixth section of this act, shall be deemed and held individually liable for all debts contracted by them for their respective societies or associations.

existing rights or obligations.

Suits against corporations how brought.

Officers to be residents of the Territory.

SEC. 50. Suits may be brought against corporations in the same manner as against individuals, and service shall be made on the president, directors, secretary or agent, in person or by leaving a copy at the principal office of such company, and in making such service, the sheriff and constable are authorized to make service without as well as within their respective counties, and the real and personal property of corporations shall be liable to execution as other property.

SEC. 51. All officers of any incorporated company, organized under the provisions of this act, shall be residents of this Territory, and whenever any company, association or society, hereto

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