467. It shall be the duty of the president or vice-president and secretary of every such company, on the first day of January each year, or within a month thereafter, to prepare under their own oath, and transmit to the auditor of public accounts, a statement of the condition of the company on the last day of the month preceding, in such form as the law may direct. If, upon examination, he is of *opinion that such company is doing business correctly, in accordance with the provisions of this act, he shall thereupon furnish the company a certificate, which shall be deemed authority to continue business the ensuing year. For such examination and certificate the company shall pay one dollar ($1); for agent's certificate of authority, fifty cents (50). Each company shall pay at the time of organization ten dollars ($10) to the auditor, all of which shall be paid into the state treasury and applied to the general fund.

468. Any mutual insurance company organized to insure against fire, lightning, or tornado, and now doing business in this state under the provisious of section forty (40) of chapter forty-three (43) of the Revised Statutes,* may, with the written consent of two-thirds () of the members thereof, accept.the provisions of this act, and shall thereupon be governed by its provisions. Before any such company shall be entitled to the benefits thereof the directors, or a majority of them, shall file with the auditor of public accounts the declaration provided for in section two (2) of this act.

469. Such mutual insurance companies shall never make assessments upon their members, as provided in section twelve (12) of this act [462], unless loss has first occurred, unless the directors, by a two-thirds (3) vote, order an assessment. They shall never make any dividends.

Secs. 470 to 484. "An act to regulate the admission of foreign surety companies to do business in this state." 1885, p. 183. In force June 5.

470. That any surety company, incorporated and organized under the laws of any state of the United States other than the state of Nebraska, for the purpose of transacting business as surety on obligations of persons or corporations, may transact such business in this state upon complying with the provisions of this act, and not otherwise.

471. No surety company not incorporated under the authority of this state. shall, directly or indirectly, take risks or transact business in this state until it shall have first appointed, in writing, the auditor of public accounts of this state to be the true and lawful attorney of such company in and for this state, upon whom all lawful process in any action or proceeding against the company may be served with the same effect as if the company existed in this state. Said power of attorney shall stipulate and agree on the part of the company that any lawful process against the company which is served on said attorney shall be of the same legal force and validity as if served on the company, and that the authority shall continue in force so long as any liability remains outstanding against the company in this state. A certificate of such appointment, duly certified and authenticated, shall be filed in the office of the said auditor, and copies certified by him shall be received in evidence in all the courts of this state. Service upon such attorney shall be deemed sufficient service upon the company.

472. Whenever lawful process against a surety company shall be served upon the auditor of public accounts, he shall forthwith forward a copy of the process served on him, by mail, postpaid, and directed to the secretary of the company. For each copy of process the auditor shall collect the sum of two dollars, which shall be paid by the plaintiff at the time of such service, the same to be recovered by him as part of the taxable cost, if he prevails in the suit.

473. No person shall act within this state as agent or otherwise in procuring

* So in original. The intention probably was to refer to sec. 419, ante.

or securing applications for suretyship upon the bond of any person or corporation, or aid in transacting the business of such suretyship for any company incorporated or organized under the laws of any other state, unless such company is possessed of two hundred and fifty thousand dollars capital, and unless such capital to the extent of one hundred thousand dollars is invested in stock created by the laws of the United States or by or under the laws of the state in which such company is located, or in other safe stocks or securities, the value of which at the time of such deposit shall be at or above par, which investments are deposited with the insurance commissioner, auditor, comptroller, or chief financial officer of the state under whose laws such company is incorporated, and the treasurer of this state is furnished with the certificate of such insurance commissioner, auditor, comptroller, or chief financial officer aforesaid, under his hand and official seal, that he, as such insurance commissioner, auditor, comptroller, or chief financial officer of such state, holds in trust and on deposit, for the benefit of all obligees of such company, the surety before mentioned; which certificates shall embrace the items of security so held, and shall state that he is satisfied that such securities are worth one hundred thousand dollars.

474. Every person who shall so far represent any surety company established in any other state as to receive or transmit applications for suretyship, or to receive for delivery bonds founded on applications forwarded from this state or otherwise to procure suretyship to be effected by such company upon the bonds of persons or corporations in this state, shall be deemed as acting as agent for said company, and shall be subject to the restrictions and liable to the penalties herein made applicable to agents of such companies.

475. Every such agent, before transacting any business as aforesaid, shall deposit with the auditor of public accounts a copy of the charter of the company or corporation for which he is agent as aforesaid, unless a copy thereof has already been deposited with such auditor.

476. Every such agent shall also, before transacting any business as aforesaid, deposit with the said auditor a statement, signed and sworn to by the president and secretary of the company for which he acts, stating the amount of its capital and the manner of its investments, designating the amount invested in mortgages, in public securities, in the stock of incorporated companies, stating what companies, and also the amount invested in other securities, particularizing each item of investment, the amount of existing bonds upon which such company is surety, stating what portion thereof is secured by the deposit with such company of collateral security, the amount of premium thereon, and the amount of liabilities, specifying therein the amount of outstanding claims adjusted or unadjusted, due or not due; Provided, however, That not more than one such statement need be filed on behalf of such company.

477. Every such agent shall, in the month of January, annually, also deposit with the said auditor a similar statement of the capital of the company which he represents, and the investments and risks as aforsaid, to be made up by the thirty-first day of December next preceding, signed and sworn to as above directed, and the auditor shall annually in the month of February publish an abstract of the statement filed in his office as required by section nine of this act and by this section, and the expense of publishing said abstract shall be paid by such companies; Provided, however, That not more than one such statement need be filed by such company in one year.

478. No person shall act as agent as aforesaid for any such surety company in this state unless the capital stock of the company of which he represents amounts to the sum of two hundred and fifty thousand dollars actually paid in money and invested exclusively of any obligations of the stockholders of any description.

479. No person shall act as agent of any surety company until such company and such agent shall have complied with all the requirements of the laws of this state relating to such companies and their agents, and every person acting without such compliance shall be fined one thousand dollars.

480. The auditor of public accounts shall annually examine the statements and returns required to be made by the companies and agents as aforesaid, and if in his opinion any return shall be obscure, defective, or unsatisfactory, he shall immediately require answers, under oath from the agent from whom such obscure, defective, or unsatisfactory returns shall have been made, to such interrogatories as he may deem necessary or proper to be answered in order to explain such return, and exhibit a full and accurate view of the business and resources of the company represented by such agent.

481. Every agent who shall refuse or neglect to answer such interrogatories for the space of thirty days, and continue to act as agent as aforesaid, shall be liable to the penalty prescribed in section ten of this act [479].

state.

482. The auditor of public accounts, either personally or by a committee appointed by him, consisting of one or more persons not directors, officers, or agents of any surety company doing business in this state, may at any time examine into the affairs of any surety company incorporated by or doing business in this The officers or agents of said company shall exhibit its books to said auditor or committee, and otherwise facilitate such examination, and the auditor or committee may examine under oath the officers and agents of any such company in relation to its affairs; and said auditor shall, if he deems it for the best so to do, publish the result of such investigation in one or more newspapers published in the state. Whenever it shall appear to the said auditor, from the statement or from an examination of the affairs of any surety company not incorporated under the authority of this state, that such company is insolvent, or is conducting its business fraudulently, or refuses or neglects to comply with the laws of the state relating to surety companies, it shall be the duty of said auditor to revoke the certificate of authority issued to the agent or agents of any such company, and he shall cause a notice thereof to be published in one or more newspapers published in this state, and the agent or agents of such company after such notice shall transact no further business in this state. All the expenses of an examination made under the provisions of this section shall be paid to the auditor by the company examined.

483. The auditor of public accounts shall report to the attorney general any violation of the provisions of this chapter which shall come to his knowledge, and the attorney general shall institute the proper legal proceedings in the name of the state against any person violating any such provision.

484. [Fees.]-Every surety company not incorporated in this state, applying for admission to transact business therein, shall pay to the auditor of public accounts for the use of the state, for filing copy of its charter or deed of settlement, the sum of thirty dollars; for filing statement preliminary to admission, and for filing each annual statement after admission, the sum of twenty dollars, and for each agent's certificate annually, the sum of two dollars.

Sec. 485. "An act to permit and authorize plate glass insurance companies of other states of the Union to transact business in the state of Nebraska." 1889, p. 427. In force May 19.

485. That any company organized under the laws of any state in this Union for the purpose of insuring plate glass against accidental breakage exclusively, may transact such business within this state, provided said company has a paid up capital of $100,000.00 or more, deposited with their proper state officials, and fully complying with all the insurance laws of this state relating to foreign insurance companies, and especially chapter 43 of the Compiled Statutes [ch. 9] of this state.

Manufacturing Companies.

Secs. 486 to 488 formed secs. 37 to 39, ch. 25, p. 202, R. S. 1866.

486. Whenever any number of persons associate themselves together for the purpose of engaging in the business of manufacturing, they shall, under their hands and seals, make a certificate, specifying the amount of capital stock necessary, the amount of each share, the name of the place where such manufacturing establishment shall be located, and the name and style by which such company shall be known; said certificate shall be acknowledged, certified, and forwarded to the secretary of state, and by him be recorded and copied; and when so incorporated, 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 a body corporate with succession, and they and their associates, successors, and assigns shall have the same general corporate powers as are conferred in this chapter upon bridge companies, and subject to all the restrictions hereafter provided.

487. 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 that 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 such other officers and agents as they may deem proper to transact their business, and prescribe the amount of compensation to be allowed them for their services, and such officers, when required by the by-laws, shall give bonds to the satisfaction of the directors for the faithful discharge of the trust committed to them, and shall have power and are hereby authorized to make such rules, regulations, and by-laws as may be necessary for their government, not inconsistent with the constitution of this state. The directors shall have the general management of the affairs of the company, and may dispose of the 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, and water courses, subject always to the control of the stockholders, as may be necessary in the business of manufacturing, but for no other purposes than those connected with and pertaining to said business; they shall cause a record to be kept of all stock subscribed and transferred, and all business transactions, and their books and records shall at all reasonable times be open to the inspection of any and every stockholder; they shall also, when required, present to the stockholders reports, in writing, of the situation and the amount of business of the company, and declare and make such dividends of the profits from the business of the company, not reducing the capital stock while they have outstanding liabilities, as they shall deem expedient.

488. The persons named in the certificate of incorporation, or a majority of them, shall be commissioners to open the books for the subscription to the capital stock of said company, and 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.

Railroads.

I. INCORPORATION, ETC.

Secs. 489 to 497 formed secs. 72 to 80, ch. 25, R. S., 1866, p. 213, entitled "Incorporations." 489. Any number of natural persons, not less than five, may become a body corporate, with all the rights, privileges, and powers conferred by, and subject to all the restrictions of this subdivision.

490. Any number of persons as aforesaid, associating to form a company for the purpose of constructing a railroad, shall, under their hands, make a certificate, which shall specify as follows: First-The name assumed by such company and by which it shall be known. Second-The names of the places of the termini of said road, and the county or counties through which said road shall pass. Third-The amount of capital stock necessary to construct such road. Such certificate shall be acknowledged before a notary public, and certified by the clerk of the district court in the same manner as is provided for the conveyance of real estate, and shall be forwarded to the secretary of state, who shall record and carefully preserve the same in his office; and a copy thereof duly certified by said secretary, under the seal of the state, shall be prima facie evidence of the existence of such corporation.

A certificate need not specify the place of termini of a branch line within the state, nor the counties through which the same will pass. Trester v. Mo. Pac. R. Co., 33, 180 (49 N. W., 1110).

491. When the foregoing provisions have been complied with, the persons named as corporators in said certificate are hereby authorized to carry into effect the objects named in such certificate in accordance with the provisions of this subdivision, and they and their associates, successors, and assigns, by the name and style provided in said certificate, shall thereafter be deemed a body corporate, with succession, with power to sue and be sued, plead and be impleaded, defend and be defended, contract and be contracted with, acquire and convey at pleasure all such real and personal estate as may be necessary and convenient to carry into effect the objects of the corporation; to make and use a common seal, and the same to alter at pleasure, and to do all needful acts to carry into effect the objects for which it was created. And such company shall possess all the powers and be subject to all the rules and restrictions provided by this subdivision.

No power to contract to sell or dispose of their rights, lines, property, or franchises, or to consolidate, until such road shall have been constructed. Clark v. O. & S. W. R. R., 4, 465.

492. Such corporation shall be authorized and empowered to lay out, locate, construct, furnish, maintain, operate, and enjoy a railroad with single or double tracks, with such side tracks, turnouts, offices, and depots as thall be necessary, between the places of the termini of the said road, commencing at or within, and extending to or into any town, city, or village, named as the termini of said road, and construct branches from the main line to other towns or places within the limits of this state.

Amended 1871, p. 104. Where railroad builds through a town of 1,500 or more people a depot must be established. State v. R. V. R. R. Co., 18, 512 (26 N. W., 205).

493. The capital stock of such company shall be divided into shares of one hundred dollars each, and consist of such sum as may be named in the certificate; such shares shall be regarded as personal property, and shall be subject to sale or transfer, and to execution at law.

494. An installment of ten per cent on each share of stock shall be payable at the time of making the subscription, and the residue thereof shall be paid in such installments and at such times and places as may be required by the directors of such company.

495. If any installment of stock shall remain unpaid for sixty days after the time it may be required or specified in the call by order of the board of direct