its officers, who shall hold the respective offices until the time specified for the annual or other fixed time for holding such election; and when any incorporated company heretofore organized, or that may be hereafter organized under the provisions of this chapter, shall have a specified time fixed for its annual meeting, a majority of the stockholders in interest may, at any regular annual meeting, change the time of the annual meeting thereof.

Amended 1869, p. 20.

Sec. 325 is now 704a, post.

326. Upon the dissolution, by the expiration of the term of its charter, or otherwise, of any corporation now existing, or hereafter created, and unless other persons be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation, acting last before the time of its dissolution, by whatever name they may be known in law, and survivors of them, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the same, collect and pay the outstanding debts, and divide among the stockholders the moneys and property that shall remain, in proportion to the stock of each stockholder paid up, after the payment of debts and necessary expenses; and the persons so constituted trustees shall have authority to sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands; and no suit against any such corporation shall abate in consequence of such dissolution, and said trustees may be made parties thereto by scire facias; and all liens of judgment and decrees of any courts of chancery, existing at the time of such dissolution, either in favor of or against such corporation, shall continue in force in the same manner as if such dissolution had not taken place; Provided, That in case of the death, resignation, inability, or refusal to act, of the directors or managers aforesaid, or the survivors thereof, the district court of the proper county may, on the application of any person interested, appoint trustees to fill the vacancy, with full power to perform the duties aforesaid.

327. No suit or action, either at law or in chancery, pending in any court, in favor of or against any banking or other corporation, shall be discontinued or abate by the dissolution of such corporation, whether such dissolution occur by the expiration of its charter or otherwise; but all such suits or actions may, in all courts of justice, be prosecuted by the creditors, assigns, receivers, or trustees having the legal charge of the assets of such dissolved corporation, to final judgment or decree, in the corporate name of such dissolved corporation.

328. Upon all judgments and decrees in favor of or against any such corporation, whether such judgments or decrees exist at the time of the dissolution of such corporations or are obtained afterwards, in suits or actions pending at the time of such dissolution, execution may be had, and satisfaction or performance of the same be enforced by the creditors, assigns, receivers, or trustees having the legal charge of the assets of such dissolved corporation, in the corporate name of such dissolved corporation.

329. The title of all real estate belonging to any such corporation shall, at the time of the dissolution of the same, pass to the trustees of such corporation, who shall have full power and authority to sell and dispose of any such real estate, in such manner and upon such terms as may be thought best for the interest of the

creditors and stockholders, and upon any such sale to make a good and sufficient title therefor.

330. The trustees of any such dissolved corporation shall be subject to the control of the court of chancery, and be liable to be sued by petition in chancery, on behalf of any person interested, on account of any neglect or omission of duty or abuse of trust; and in case of the removal of any such trustee by such court for an abuse of trust, such court shall have the power and authority to appoint a suitable person to fill the vacancy; and any such trustee may for reasonable cause, upon the application of any creditor or stockholder, be required by the district court to give bond and security in such amount and subject to such conditions as the court may direct.

331. Any corporation created by this chapter may, at any time after its dissolution, whether such dissolution occur by the expiration of its charter or otherwise, prosecute any suit at law or in equity, in and by the corporate name of such dissolved corporation, for the use of the party entitled to receive the proceeds of any such suit, upon any and all causes of action accrued, or which, but for such dissolution, would have accrued in favor of such corporation, in the same manner and with the like effect as if such corporation were not dissolved.

332. Any such dissolved corporation may be sued at law or in equity, in and by its corporate name, for or upon any cause of action acerued, or which, but for such dissolution, would have accrued against such corporation in the same manner and with the like effect as if such corporation were not dissolved, and all process by which any suit, either at law or in equity, may be instituted against any such dissolved corporation, may be served by the sheriff or any other proper officer, by delivering to any one of the assignees, trustees, receivers, or persons having charge of the assets of such dissolved corporation a copy thereof, or by leaving such copy at the residence of any such assignee, trustee, receiver, or person having charge of such assets.

333. Judgments and decrees in favor of or against any such dissolved corporation, whether such judgments and decrees were rendered before or after such dissolution, and which have heretofore or may at any time hereafter become dormant, may be revived in favor of or against such dissolved corporation, as the case may be, in and by the corporate name of such dissolved corporation, in the same manner and with the like effect as if such corporation were not dissolved; and in all cases of judgment or decrees against any such corporation the writ of scire facias, or other proper process, shall be served in the manner prescribed in the preceding section for the process in suits against dissolved corporations.

334. Writs of error upon judgments at law may be sued out, and bills of review in chancery may be exhibited, in favor of or against any such dissolved corporation, and by its corporate name in the same manner and with the like effect as if such corporation were not dissolved, and process thereon against any such dissolved corporation shall be served in the manner prescribed in this subdivision.

335. Nothing in this chapter contained shall at any time be construed as extending or reviving the charter of any banking or other corporation dissolved either by affluxion of time or otherwise, for any other purpose than that of judicial proceedings, in favor of or against the same.

Secs. 336 to 357 formed secs. 123 to 144, ch. 25, R. S. 1866, p. 232.

336. Any number of persons may be associated and incorporated for the transaction of any lawful business, including the construction of canals, railways, bridges, and other works of internal improvement.

Lincoln Building & Saving Association v. Graham, 7, 177.

337. Every corporation, as such, has power: First-To have succession by its corporate name. Second-To sue and be sued, to complain and defend in courts of law and equity. Third-To make and use a common seal, and alter the same at pleasure. Fourth-To hold personal estate, and all such real estate as may be necessary for the legitimate business of the corporation. Fifth-To render the interest of the stockholders transferable. Sixth-To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation therefor. Seventh-To make by-laws, not inconsistent with any existing law, for the management of its affairs.

Statutory enumeration of corporate powers implies exclusion of all others. State v. A. & N. R. R. Co., 24, 144 (38 N. W., 43). Corporation cannot appropriate geographical word "Nebraska as part of its trade name. Neb. Loan & Trust Co. v. Nine, 27, 514 (43 N. W., 348). Conveyance in name of president. Zoller v. Ide, 1, 439. See Lincoln Building & Saving Association v. Graham, 7, 176.

338. The powers enumerated in the preceding section shall vest in every corporation in this state, whether the same be formed without or by legislative enactment, although they may not be specified in its charter, or as articles of association.

See Palmer v. People, 4, 73.

339. Every corporation, previous to the commencement of any business, except its own organization, when the same is not formed by legislative enactment, must adopt articles of incorporation, and have them recorded in the office of the county clerk of the county or counties in which the business is to be transacted, in a book kept for that purpose.

340. Corporations for the construction of works of internal improvement must also file in the office of the secretary of state a copy of their articles of association, and the same shall be recorded in a book kept for that purpose.

341. The articles of incorporation must fix the highest amount of indebtedness or liability to which the corporation shall, at any one time, be subject, which must in no case exceed two-thirds of the capital stock; Provided, however, That the above limitation shall not apply to debts for the risks of insurance companies, deposits in banks, and the notes, bonds, or debentures of any loan or trust company organized under the provisions of this chapter, where the payment of such notes, bonds, or debentures shall be secured by the actual transfer of real estate, by trust deed, or mortgage, for the payment of such notes, bonds, or debentures, which said real estate so transferred shall be of twice the value of the par value of such notes, bonds, or debentures; Provided, further, That said limitation shall not apply to any loan or trust company's guarantee for the payment after transfer of any notes, bonds, or debentures, where the same is secured by trust deed, or mortgage as above stated.

336.

Provision relative to bank deposits added 1869, p. 79; that regarding loan companies, 1887, p. 342. If any corporation hereafter created by the legislature shall not organize within one year after its incorporation, its corporate powers shall cease.

343. Notice must be published in some newspaper near the principal place of business, for four weeks.

344. Such notice shall contain: First-The name of the corporation. Second-The principal place of transacting its business. Third-The general nature of the business to be transacted. Fourth-The amount of capital stock authorized, and the time and conditions on which it is to be paid in. Fifth-The time of commencement and termination of the corporation. Sixth-The highest amount of indebtedness or liability to which the corporation is at any time to subject itself. Seventh-By what officers the affairs of the corporation are to be conducted.

345. Any corporation formed without legislative enactment may commence

business as soon as its articles of incorporation are filed by the county clerks of the counties, as required by this subdivision, and shall be valid if a copy of its articles be filed in the office of the secretary of state, and the notice required be published within four months from the time of filing such articles in the clerk's office.

346. Every change in any of the above matters shall be recorded and published in the same manner as the original articles are required by law.

347. No corporation can be dissolved by the members thereof except by consent of two-thirds of all its members, which consent must be entered on its records, unless a different rule has been adopted in its articles of incorporation.

348. A copy of the by-laws of the corporation, and the names of all the officers appended thereto, must be posted in some conspicuous place, at the places of doing business, subject to public inspection.

349. Every corporation hereafter created shall give notice annually, in some newspaper printed in the county or counties in which the business is transacted, and in case there is no newspaper printed therein, then in the nearest paper in the state, of the amount of all existing debts of the corporation, which notice shall be signed by the president and a majority of the directors, and if any corporation shall fail to do so, *after the assets of the corporation are first exhausted, then all the stockholders of the corporation shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be contracted before such notice is given, *to the extent of the unpaid subscription of any stockholder to the capital stock of such corporation, and in addition thereto the amount of capital stock owned by such individuals.

*to* and all after * added 1891, p. 199. Applies to railroads. White v. Blum, 4, 561. The debts referred to in this section and section 352 are debts arising upon contract, and not damages for torts. Doolittle v. Marsh, 11, 244 (9 N. W., 54). See Smith v. Schmitz, 10,603 (7 N. W., 329); White v. Blum, 4, 561. Action against stockholders is quasi-penal only, and not barred in one year, the limitation being the same as in other contracts. Howell v. Roberts, 29, 487 (45 N. W., 923). Coy v. Jones, 30, 798 (47 N. W., 208). Stockholders of a bank are not liable for debts contracted before the bank was in default under this section. Porter v. Sherman County Bank, 36,

- (54 N. W., 426).

350. It shall be lawful for any corporation to convey lands by deed, sealed by the common seal of said corporation, and signed by the president or presiding officer of the board of directors of the corporation; and such deed, when acknowledged by such officer to be an act of the corporation, or proved in the usual form, prescribed for other conveyances for lands, shall be recorded in the clerk's office of the county in which the lands lie, in like manner as other deeds.

Corporation which has made a loan cannot avoid the conveyance until it has repaid the money loaned. Cook v. Kuhn, 1, 473.

351. All corporations may sue for and recover from their respective members in any court of competent jurisdiction, all arrears or other debts due, or other demands which now are or hereafter may be owing to them, in like manner as they might sue for and recover the same from any indifferent person who might be a member, any law, usage, or custom to the contrary notwithstanding.

But the full amount of stock must be taken before a liability arises. Hale v. Sanborn & Follet, 16, 1 (20 N. W., 97). Hards v. Platte Valley Improvement Co., 35, 263 (53 N. W., 73).

352. If any corporation fail to comply, substantially, with the provisions of this subdivision, in relation to giving notice and other requisitions of organization, * after the assets of corporation are first exhausted, then* the property of any stockholder shall be liable for the corporate debts, to the extent of the unpaid subscription of any stockholder to the capital stock of such corporation, and in addition thereto the amount of capital stock owned by such individual.

* to * and all after * added 1891, p. 199. When provisions of the statute not complied with, property of all the stockholders shall be liable for the corporate debts. Abbot v. Omaha Smelting Co., 4, 425. Applies only to indebtedness contracted during the time the officers are in default of publishing the notice required. Smith v. Steele, 8, 118. See White v. Blum, 4, 561.

353. If any deception be practiced by any corporation upon the public or individuals, in relation to its means or liabilities, all those engaged in such deception shall be liable to a fine not exceeding five hundred dollars; and any person injured by such deception may recover double the amount of damages he may have sustained by reason of the same, in any court having jurisdiction of the amount claimed.

354. A division of the funds of a corporation, for other purposes than those mentioned in the act granting the charter and the payment of dividends, which have insufficient funds to meet the liabilities of the corporation, shall be deemed a violation of the provisions of this subdivision, and subject those engaged therein to the penalties herein prescribed.

355. Any violation of the provisions of this subdivision shall cause a forfeiture of all the privileges conferred by the same, and the court may proceed to close the affairs of the corporation by an information for that purpose.

Repeated and willful acts of misuser or nonuser, which are of the essence of the contract between the corporation and the state, constitute a just ground of forfeiture of the franchise State v. C., B. & N. Ferry Co., 11, 354 (9 N. W., 563).

356. Corporations whose charters expire by their own limitation, or by the voluntary acts of the stockholders, may continue to act for the purpose of closing their business, but for no other purpose.

357. No body of men acting as a corporation under the provisions of this subdivision shall be permitted to set up the want of legal organization as a defense to any action brought against them as a corporation; nor shall any person sued on a contract made with such corporation, or for an injury to the property of such corporation, be permitted to set up the want of legal organization in defense of such action.

Not necessary for a bank to prove its corporate existence when suing upon a note. Holland ▼. Commercial Bank, 22, 576 (36 N. W., 113).

Sec. 358. "An act to enable foreign corporations to become domestic corporations of this state." 1889, p. 407. In force March 19.

358. That any corporation organized under the laws of any other state or states, territory or territories, which has filed, or may hereafter file with the secretary of state of this state a true copy of its charter or articles of association, shall, on filing with the secretary of state a certified copy of the resolution adopted by its board of directors, accepting the provisions of this act, be and become a body corporate of this state.

A promissory note made by president of a corporation before corporation legally organized, but which was afterwards ratified, held, good against such corporation. Paxton Cattle Co. v. First National Bank, 21, 646 (33 N. W., 271).

II. MONEYED CORPORATIONS.

Building and Loan Associations.

Secs. 359 to 362. "An act to enable associations of persons for raising funds to be loaned among their members for building them homesteads and other purposes to become bodies corporate." In force February 18, 1873. G. S., 207.

359. Any number of persons, not less than five, may associate themselves together and become a corporation as provided in chapter twenty-five of the Revised Statutes, commencing at section 123 of said chapter [336] under the title of "Corporations," for the purpose of raising moneys to be loaned among the members of such corporation, for use in buying lots or houses, or in building or repairing or removing incumbrances from houses; and such corporation shall be authorized and empowered to levy, assess, and collect from its members such sums of money, by rates of stated dues, fines, interest on loans advanced, and premiums bid by members