Power to issue and issue certificates for two kinds of stock, namely,

general and preferred stock.

Dividend on

general stock and preferred stock; which preferred stock shall at no time exceed two-thirds of the actual capital paid in, and may be [made] subject to redemption at par at a fixed time, to be expressed in the certificate thereof; and the holders of such preferred stock shall be entitled to receive, and the said company shall be bound preferred stock, to pay thereon, a fixed yearly dividend, to be expressed in the said certificate, not exceeding eight per centum, [payable quarterly, half-yearly or yearly,] before any dividend shall be set apart or paid on the said general stock; and in no event shall the holder of such preferred stock be individually or personally liable for the debts or other liabilities of said company, but in case of insolvency such debts or other liabilities shall be paid in preference to such preferred stock; provided always, that [except where it shall be otherwise provided in its original certificate of incorporation,] no such company shall create or issue certificates for such preferred stock, thirds required except by authority given to the board of directors less otherwise thereof by a vote of at least two-thirds of the stock voted certificate of in- at a meeting of the general stockholders, duly called for that purpose. (See Sec. 215.)

Proviso.

Vote of two

to issue

ferred stock, un

provided for in

corporation.

Transfer of stock.

Assessments on stock

26. The shares of stock in every corporation of this state shall be deemed personal property, and shall be transferable on the books of such company in such manner as the by-laws may provide; and whenever any transfer of shares shall be made for collateral security, and not absolutely, the same shall be so expressed in the entry of said transfer. (See Secs. 38 and 39.)

27. The directors of every such company may, from time to time, assess upon each share of general stock such sums of money as two-thirds of the stockholders in

"company" on first line. Inserted "may" in the place of "shall" on the fifth line. Inserted "thereof" in place of "therefor" after the word certificate. Inserted "yearly" in place of "half-yearly," and struck out sum or" between "thereon" and "dividend." Inserted the word "eight" in place of the word "four," between "not exceeding" and "per centum," and added the words within brackets.

interest shall direct, not exceeding, in the whole, the amount at which each share shall be originally limited under the third article of the eleventh section of this act; and such sums so assessed shall be paid to the treasurer at such times and by such instalments as the directors shall direct, said directors having giver thirty days' notice of the time and place of such payment in a newspaper circulating in the county where such company is established. (See Secs. 5, 54 and 160.)

sold for non

assessments.

28. If the owner or owners of any such share or shares Stock may be shall neglect to pay any sum or sums, duly assessed namnents. thereon, for the space of thirty days after the time appointed for the payment thereof, the treasurer of the company may sell, at public auction, such number of the shares of such delinquent owner or owners as will pay all assessments then due from him or them, with interest, and all necessary incidental charges; provided, Proviso. two-thirds of the stockholders in interest shall so direct. 29. The treasurer shall give notice of the time and sale of shares. place appointed for such sale, and of the sum due on each share, by advertising the same three weeks successively, before the sale, in some newspaper circulating in the county where such company is established, and by mailing a notice to such delinquent stockholder, if he has his post office address, and shall transfer such shares to the purchaser, who shall be entitled to a certificate therefor.

Proceedings for

payment of

30. The president and directors, with the secretary and Certificate of treasurer of such company, after the payment of the last capital stock. instalment of the capital stock so fixed and limited by the company, shall make a certificate, stating the amount of the capital só fixed and paid in in cash; which certificate shall be signed and sworn or affirmed to by the president, secretary and treasurer, and a majority of the directors; and they shall, within thirty days after mak-To be recorded. ing the same, cause the same to be recorded in a book to

be kept for that purpose in the office of the clerk of the

Certificate of increase of stock.

Penalty for not making certificates.

Company may reduce stock

and change na

county wherein the business is conducted, or where their principal place of business or office is located.

31. If any of the said companies shall increase their capital stock, as before provided in this act, the officers mentioned in the preceding section, after the payment of the last instalment of such additional stock, shall make a certificate of the amount so added and paid in cash, and sign and swear or affirm to the same, and cause it to be recorded in the manner provided in the preceding section.

32. If any of said officers shall neglect or refuse to perform the duties required of them in the two preceding sections, for thirty days after written request so to do by a creditor or stockholder of said company, they shall be jointly and severally liable for all debts of the company contracted before such certificate shall be recorded as aforesaid.

33. Every such company, except where otherwise proture of business. vided in the certificate of incorporation, may, by a vote of two-thirds in interest of the stockholders, or their legal representatives, and in all cases by unanimous consent of the stockholders at any meeting called for that purpose, reduce its capital stock (see Secs. 135 and 178) or change the nature of its business; and in such case a certificate of the proceedings, signed and acknowledged as aforesaid, shall, within thirty days after the passing thereof, be recorded in the said book in the clerk's office for the county wherein the business is conducted, or where their principal place of business or office is located, and published for three weeks in a newspaper circulating in said county; and in default thereof the directors of the company shall be jointly and severally liable for all debts of the company, contracted after said thirty days, and before the publication and recording of the copy of the vote as aforesaid; and the stockholders shall also be liable for any such sums as they may respectively receive of the amount so withdrawn. (See Sec. 53.)

may be dissolved.

34. Whenever, in the judgment of the board of direc- How companies tors of any corporation organized under this act, or incorporated under any law of this state, it shall be deemed advisable and most for the benefit of such corporation that the same should be dissolved before the expiration of the time limited in its certificate of incorporation or in its charter, it shall and may be lawful for such board. of directors, within ten days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, and of which meeting every director shall have received at least three days' notice, to cause written or printed notice of the adoption of such resolution to be mailed to each and every stockholder of such company residing in the United States, and also within said ten days cause a like notice to be published in one or more newspapers published and circulating in the county wherein such corporation shall have their principal office and be conducting their business, at least four weeks successively, once a week, next preceding the time appointed for the same, of a meeting of such stockholders to be held at the cffice of such company in such county, to take action upon such resolution. so adopted by the board of directors, and which meeting shall be held between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named, and which meeting may, on the day so appointed, by consent of a majority in interest of the stockholders present, be adjourned from time to time for not less than eight days at any one time, of which adjourned meeting notice by advertisement in such paper shall be given; and if at any such meeting two-thirds in interest of all the stockholders shall consent that such dissolution shall take place, and signify such their consent in writing, then, and in such case, such company shall, upon filing such consent, duly attested by their secretary (see Sec. 128 *), in the office of the secretary of state, and *NOTE.-Supplement of February 21, 1877, provided that the board of

Proviso.

This act alterable.

receiving from him a certificate that such consent has been filed, be dissolved; and the board of directors of such company shall cause such certificate to be published four weeks successively, at least once in each week, in one or more of the newspapers published and circulating in the county in which such company has been located and conducting its business; and at the expiration of such time the said board shall proceed to settle up and adjust the business and affairs of such company in the same manner as though the same had been dissolved by the expiration of the time mentioned in their charter or certificate of incorporation; provided, that the secretary of state shall not issue the certificate of dissolution herein before mentioned until satisfied by due proof that the requirements aforesaid have been fully complied with by such corporation. (See Secs. 57-65, 92, 128 and 193.)

35. The provisions contained in this act may be amended or repealed at the pleasure of the legislature, and every company created by this act shall be bound Effect of legis- by such amendment; but such amendment or repeal shall not take away or impair any remedy against any such corporation or its officers for any liability which shall have been previously incurred.

lative action..

Books of stock to be open for

vious to election of directors.

III. Election of officers.

36. The book or books of any incorporated company thirty days pre- in this state in which the transfer of stock in any such company shall be registered, and the books containing the names of the stockholders in any such company shall at all times during the usual hours of transacting business, be open to the examination of every stockholder of such company for thirty days previous to any

directors should also file a verified list of the names and residences of the then existing board of directors and officers of the company. (See Sec. 128.)