Supplement to act of April 7, 1875, approved April 11, 1887, section 188, Supplement to act of April 7, 1875, approved April 30, 1887, sections 189 to Supplement to act of April 7, 1875, approved February 14, 1888, section Supplement to act of April 7, 1875, approved February 29, 1888, section Supplement to act of April 7, 1875, approved March 6, 1888, sections 193 Supplement to act of April 7, 1875, approved March 21, 1888, section 195, Supplement to act of April 7, 1875, approved February 27, 1889, sections Supplement to act of April 7, 1875, approved April 3, 1889, sections 200 to An act concerning corporations, approved April 3, 1889, sections 203 to Supplement to act of April 7, 1875, approved May 7, 1889, sections 205 to Supplement to act of April 7, 1875, approved May 9, 1889, sections 209 to Supplement to act of April 7, 1875, approved May 9, 1889, sections 211 to Supplement to act of April 7, 1875, approved May 9, 1889, sections 213 to Supplement to supplement of March 31, 1882, approved May 9, 1889, sec- Supplement to "An act to prevent frauds by incorporated companies," approved March 17, 1870, section 222, page 102. Supplement to "An act to prevent frauds by incorporated companies," approved February 11, 1874, section 223, page 103. Supplement to "An act to prevent fraudulent elections by incorporated companies and to facilitate proceedings against them," approved March 17, 1874, sections 224 to 225, pages 103 to 104. An act for the relief of corporations organized under general laws, approved March 31, 1875, sections 226 to 227, page 104. Supplement to "An act to prevent frauds by incorporated companies," approved April 9, 1875, section 228, page 105. An act to enable certain corporations to qualify as trustees, executors, ad- ministrators or guardians, approved April 21, 1876, section 229, page 105. An act respecting foundries and machine companies, approved February An act to provide for the increase in the number of directors in certain corporations in this state, approved February 10, 1880, section 232, page 106. An act authorizing corporations created by special charter or otherwise to remove their principal office from the place designated in their charters to such other place as may be deemed best by the corporations, approved Feb- ruary 25, 1880, section 233, page 106. An act for the relief of corporations organized under general laws, ap- proved March 10, 1880, section 234, page 107. An act for the relief of insolvent corporations, approved March 23, 1882, An act for the relief of the holders of stock of any corporation of this state whose certificates of stock have been lost or destroyed, approved March 28, 1882, sections 236 to 239, pages 109 to 113. An act relating to the consolidation of corporations authorized to establish store-houses, piers or docks, or to maintain yards and buildings for the keep- ing and accommodation of live-stock, approved March 23, 1883, sections 240 An act relative to the filing of certificates of incorporation, approved April 6, 1886, sections 245 to 246, page 118. An act relative to the titles of corporations, approved March 7, 1888, sec- An act concerning corporations of this state, and of other states doing busi- ness in this state, approved April 4, 1888, section 249, page 119. An act relative to the consolidation of corporations formed under the act entitled "An act concerning corporations," approved April 7, 1875, and the acts amending and supplementing the same, for the purpose of the improve- ment and sale of lands, the construction, maintenance and operation of hotels, and carrying on the business of an inn keeper, and the transportation of goods, merchandise, or passengers, upon land or water, approved April 17, 1888, sections 250 to 254, pages 119 to 123. An act to authorize corporations formed under the act entitled "An act concerning corporations," approved April 7, 1875, and the acts amending and supplementing the same, for the purpose of improvement and sale of lands, the construction, maintenance and operation of hotels, and carrying on the business of an inn keeper, and the transportation of goods, merchandise, or passengers upon land or water, to purchase and hold stock in any one or more of said companies, in certain cases, approved April 17, 1888, section CORPORATIONS. I. POWERS. 13. Upon making and recording certificate, persons associating incorporated, page 18. 14. All companies under this or any law to have powers and be subject to liabilities in this act provided, page 18. 15. Company may carry on a part of business out of state and hold real estate out of state, page 18. 16. Directors and officers, page 19. 17. Election of directors and president, page 19. 18. Secretary and treasurer, page 20. 19. Other officers to be elected and hold according to by-laws, page 20. 20. Vacancies filled according to by-laws, page 20. 21. Proxies allowed. By-laws to regulate elec tions, page 20. 22. First meetings, how called, page 21. 23. Certificates of stock, page 21. 24. Stock may be increased and how, page 21. 25. Power to issue general and preferred stock, page 21. 26. Transfer of stock, page 22. 27. Assessments on stock, page 22. 28. Stock may be sold for non-payment of assessments, page 23. 29. Proceedings for sale of shares, page 23. 30. Certificate of amount of capital stock paid in, page 23. 31. Certificate of increase of stock, page 24. 32. Penalty for not making certificates, page 24. 33. Company may reduce stock and change nature of business, page 24. 34. How companies may be dissolved voluntarily, page 25. 35. This act alterable. Effect of legislative action, page 26, III. ELECTION OF OFFICERS. 36. Stock books to be open for thirty days previous to election, and alphabetical list of stockholders to be made, page 26. 37. Elections to be by ballot, page 27. 38. Each share to have a vote, Proxy allowed, page 27. 39. Persons holding stock as executors, &c., may vote, page 28. 40. Non-resident stockholders may vote, page 28. 41. List of stockholders to be produced at elections, page 28. 42. Candidate for director not to act as officer of election or his election void, page 28. 43. Companies not to vote on their own stock. page 29. 44. Supreme court to proceed summarily to review proceedings at elections, page 29. 45. By-laws as to elections not valid unless made thirty days previous to any election; transfer books to be evidence of right to vote, page 29 46. On the failure to hold election new one shall be had on notice; failure to elect not to work dissolution of corporation, page 30 47. Persons to be elected directors shall be stockholders, page 31. 48. Directors ceasing to be stockholders shall cease to be directors, page 31. 49. List of directors, &c., to be filed with secretary of state, who shall issue certificate to that effect, page 31. IV. MANAGEMENT AND LIABILITY OF DIRECTORS, &C. 50. Stockholders' meetings to be held in this state; companies may have office outside but must keep stock and transfer books in office within this state; courts may order other books brought within state under penalty of forfeiture of charter, page 32. 51. Calling of meetings by stockholders, page 33. 52. Declaration of dividends by manufacturing corporations, page 33. 53. Liability for refunded capital before debts are paid, page 33. 54. Payment of capital to be in money, and no loans to stockholders, page 34. 55. Stock may be issued for property purchased, page 34. 56. False representations by company, ty, page 34. V. REMEDIES. and penal 1. AGAINST THE CORPORATION. 57. On dissolution of company directors to be trustees, page 35. 58. Powers and liabilities of such trustees, page 35. 59. Continuance of corporate existence for settling business, page 35. 60. Appointment of receiver to wind up company, page 36. 61. Jurisdiction of chancellor, page 36. 62. Duties of receivers, page 36. 63. Lien of workmen in case of insolvency, page 37. 64. On dissolution, property to vest in stockholders, page 37. 65. Suits not to abate on dissolution, page 37. 66. On execution against corporation, schedule of property to be shown sheriff, page 37. 67. Execution on debts due the company, page 38. 68. Penalty for refusing to answer, page 38 69. Duty of directors in case of insolvency to call meeting of stockholders. Exhibit to be made, page 38. 70. Remedy in chancery, by bill. etc., page 39. 71. Evidence of insolvency, page 39. 72. Receivers may be appointed, page 40. 73 Receiver's oath, page 41. 74. Power to examine witness, etc., page 41. 75. Power to search, etc., page 42. 76. Receiver to make inventory and report, page 42. 77. Further powers of receivers, page 42. 78. Trial by jury allowed at the circuit, page 43. 79. Receivers, majority may act. May be removed, page 44. 80, Distribution, how made, page 44. 81. Suits pending may be continued, page 45. 82. Appeal to chancellor. Power of the court, page 45. 83. Corporations not to transact business when receivers are appointed, page 45. 84. Land may be sold, page 46. 85. Franchises may be sold, etc., page 46. 86. Limitation of act, page 47. 87. Process, what and how served, page 47. 88. Process against foreign corporations, page 48. 89. When returned "served or summoned" defendant in court, page 48. 90. Proceeding when summons returned "not served" or "not summoned," page 48. 91. Corporations not to alien lands during suit if order for pubilcation made, page 49. 92. Suit to go on in case corporation dissolved, page 49. 2. AGAINST DIRECTORS AND STOCKHOLDERS. 93. Action for liability imposed by this act, page 50. 94. Remedy against by bill in chancery, page 50. 95. Stockholders who pay company's debts may recover of company, page 50. 96. Execution against stockholders and directors to stay till remedy exhausted against company, page 50. VI. MISCELLANEOUS. 97. Notice to be given of application for acts of incorporation. What to specify, Proof, page, 51. 98. Companies formed under manufacturing company act of 1846, may come under this act, page 51. 99. Foreign corporations authorized to hold and convey real estate in this state, page 52. 100. Contracts for sale, letting, &c., franchises, &c., shall be acknowledged and proved, and recorded in the office of the secretary of state, page 52. 101. Repeal of manufacturing company act of 1846 and supplements, page 53. 102. Repeal of act of 1849 and supplements, page 54. 103. Foreign corporations doing business in this state subject to the provisions of the general act concerning corporations, page 54. 104. Repealer, page 54. SUPPLEMENTARY ACTS. 105. Taxation of estates of corporations. Proviso, page 54. 106. Time of holding elections and declaring dividends, how changed, page 54. 107, Construction of dams, page 55. 108. Power to construct dams on rivers and streams, schutes and fishways to be provided, &c., page 55. 109. May cut or acquire canals or raceways, etc., page 56. 110. May hold and purchase land, etc., page 56. 111. Proceedings when company and owner cannot agree for land, page 57. 112. Proceedings in case of appeal, page 60. 113. Rights not affected by act, page 62. 120. Directors of plank road companies, residence of, page 65. 121. Charters of existing corporations may be extended to a term not exceeding fifty years on filing certificate, page 65. 122. Certificates to be filed, page 65. 123. How construed, page 65. 124. Not to extend special taxation. page 66. 125. Not to apply to turnpike companies, page 66. 126. Repealer, page 66. 127. Number and residence of directors of water companies, page 66, 128. Companies upon dissolution to file list of di rectors, page 67. 129. Change of name of corporation, page 67. 130. Change not to affect pending suits, page 68. 131. Amends section 80, page 69. 132. Amends section 83, page 69. 133 Charter not forfeited under section 83 if heretofore doing business under order of court, page 69. 134. Increase of directors and stock, page 69. 135. Decrease of stock, page 70, 136. Mortgage, upon reorganization, page 71. 137. Amends section 105, page 71. 138. Repealer, page 71. 139. Amends section 108, page 71. 140. Amends section 116, page 71. 141. Change of par value of stock, page 72. 142. Amends section 127, page 72. 143. Increase of shares of stock, page 72. 144. Manufacturing companies formed under act of 1849 to come under this act, page 73 145. Taxation of stock and surplus, page 74. 146. Repealer, page 74. 147. Banking companies, when capital is impaired, to reduce par value of shares and issue addltional stock. page 74. 148. Certificate of payment for stock to be filed, page 75. 149. Amends section 10, page 76. 150. Stock of co-operative companies, page 76. 151. Service of prerogative writs on foreign corporation, page 76. 152. Penalty for refusal to make proper return, page 76. 161. When dividend may be guaranteed, page 80. 162. Repealer, page 81. 163. State fees on filing certificate of incorporation, page 81. 164. State fees on filing amended certificate, page 81. 165. State fees on filing certificate for increase of stock, page 81. 166. Secretary of state not to file until fees are paid, page 82. 167. Foreign benevolent companies may hold real estate, page 82. 168. Amends section 134. page 82. 169. Clergymen's relief societies to increase number of directors, page 82. 170. And change the time of holding annual meetings, page 83. 171. Cashiers of banks, to give bond, page 83. 172. Directors to secure proper bond, page 84. 173. Repealer, page 84. 174. Electric light companies to use highways, page 84. 175. And may lay wires under streets, page 85. 176. Wires to be laid at certain distances from water pipes, page 85. 177. Seaside resort companies to subscribe to railroad, page 85 178. To decrease stock and par value of shares, page 86. 179. Chancellor to take charge of effects, where railroad or canal charter is repealed or company dissolved, page 87. 180. Amends section 134, page 87. 181. Property of manufacturing companies taxed as that of individuals, page 87. 182. Repealer, page 88. 183. Amends section 63, page 88. 184. Application of act, page 88. 185. Corporators, how vacancies filled, page 88. 186. Amended certificates, page 88. 187. To be filed with secretary of state, page 89. 188. Amends section 99, page 89, 189. How pipes and conduits for steam heat or power to be laid, page 90. 190. Distance from water or gas pipes, page 91. 191. Special acts, decrease of directors, page 91. 192. Amends section 10, page 92. 193. Dissolution of educational societies, page 92. 194. Relief of receiver in such case, page 93. 195. Mutual association may issue stock, page 94. 196. Companies to insure against loss from bad debts, page 94. 197. To deposit security, page 95. 198. Claim not to be assigned to, page 95. 199. When proof of loss to be made, page 96. 200. Fees upon filing list of officers and certificates, page 96. 201. List of corporations to be compiled, page 96. 202. Repealer, page 97. 203. Increase of stock (except railroad and canal company), page 97. 201. Repealer, page 97. 205. Corporate existence extended, when organization has been maintained, but failure to renew. page 98. 206. Certificate to be filed, page 98. 207. Not to extend special contracts, page 98. 208. Repealer, page 98. 209. Agricultural fair associations, page 98. 210. To have police jurisdiction, page 99. 211. Construction of section 10, page 100. 212. Application of act, page 101. 213. Amends section 15, page 101. 214. Amends section 17, page 101. 215. Amends section 25, page 101. 216. Amends section 55, page 101. 217. Application of act, page 101. 218. Repealer, page 101. 219. Amends section 161, page 101. 220. Application of act, page 101. 221. Repealer, page 101. 222. Receiver appointed for railway, canal or turnpike companies to sell franchise, page 102. 223. Receiver to operate railroad, page 103. 224. Call of meeting of stockholders to elect directors when election not held on day designated in act of incorporation, page 103. 225 Application of act, page 104. 226. Amended certificate, page 104. 227. Not to affect suits pending, page 104. 228. Receiver to lease railroad, page 105. 229. Oath, by whom taken, when company acts as trustee, page 105. 230. Residence of directors of foundry and machine companies, page 105. 231. Repealer, page 105. 232. Increase in number of directors of fibre manu. facturing companies, page 106. 233. Change in principal office, page 106. 234. Corporate existence extended when exercising powers beyond the time limited in certificate of incorporation, page 107. 235. Issue of bonds or stock to pay claims, page 108. 236. To renew lost or destroyed certificates of stock, page 109. 237. Corporations may apply to chancellor, page 109. 238. Owner may apply to chancellor, page 112. 239. Proceedings on application, page 113. 240. Certain ferry and other companies to consolidate, page 114. 241. Conditions of merger, page 114. 242. Time when merger is deemed complete, page 116. 243. May increase stock to effect merger, page 117. 244. Authorized to issue bonds after merger, page 117. 245. Copy to be filed when certificate is lost, page 118. 246. Incorporation thereby effected, page 118. 247. No corporation to assume the name of another, page 119. 248. Repealer, page 119. 249. Corporations authorized to own and hold bonds and stocks, to hold and dispose of same as individuals, page 119. 250. Hotel and other companies to consolidate, page 119. 4 251. Conditions of merger, page 120. 252. When agreement binding, page 121. 253. To be filed with secretary of state. Non-consenting stockholders to be paid, page 122. 254. Rights and franchises, when deemed to vest in new corporation, page 123. ◇ 255. The same corporations authorized to purchase and hold stock of similar corporations, page 124. AN ACT CONCERNING CORPORATIONS. I. Powers. Revision-Approved April 7, 1875. Rev. p. 175. 1. That every corporation, as such, shall be deemed to Power of cor have power: porations in general. sion. I. To have succession, by its corporate name, for the To have succesperiod limited in its charter or certificate of incorporation, and when no period is limited, perpetually, except |