SEC. 11. There shall be an annual election of directors, and at each election after the first the President of the corporation shall act as inspector of election, and certify who are elected directors; the directors chosen shall hold their office for one year thereafter, and until their successors are elected and qualified; the powers vested in the directors may be exercised by a majority of them.

SEC. 12. Every corporation organized under this act shall keep a stockbook in such manner as to show intelligibly the original stockholders, their respective shares, the amount paid and the amount due thereon, if any, and all transfers thereof, which stock-book, or a certified copy thereof, as to the items in this section specified shall be subject to the inspection, at all reasonable hours, of any person interested therein, and applying therefor.

SEC. 13. The stocks in all private corporations organized under this act, are to be deemed personal property, and subject to attachment, execution, levy, and sale as such; and the corporation, in case of such sale, is required to make the necessary transfers to the purchasers on the stockbook.

SEC. 14. All sales of stock, whether voluntary or otherwise, transfer to the purchaser all rights of the original holder, or person from whom the same is purchased, and subject such purchaser to the payment of any unpaid balance due or to become due on such stock; but, if the sale be voluntary, the seller is still liable to existing creditors for the amount of such balance, unless the same be duly paid by such purchaser.

SEC. 15. If the directors of a corporation declare and pay dividends, when the corporation is insolvent, or which renders it insolvent, or diminishes the amount of its capital stock, such directors shall be jointly and severally liable for the debts of the corporation then existing, or incurred while they remain in office; or if such directors shall, by any official act or conduct, fraudulently induce any person to give credit to such corporation, they shall be liable in like manner to such person for any loss he may sustain thereby; but any director who voted against such dividend, or such fraudulent act or conduct, if present, or who thereafter as soon as the same came to his knowledge, filed his objections thereto, shall be exempt from such liability.

SEC. 16. Any corporation organized under this act, which does not elect directors and commence the transaction of business for which it was formed, within one year from the time of the filing of the articles of incorporation, shall thenceforth be divested of its corporate powers; and if such corporation shall, for any period of six months after the commencement of its business, neglect and cease to carry on the same, its corporate powers shall also cease.

SEC. 17. All corporations that expire by the limitation specified in their articles of incorporation, or are annulled for forfeiture or other cause, by the judgment of a Court, continue to exist as bodies corporate for the period

of five years thereafter if necessary, for the purpose of prosecuting or defending actions, suits or proceedings by or against them, settling their business, disposing of their property, and dividing their capital stock, but not for the purpose of continuing their corporate business.

SEC. 18. The stockholders of any private incorporation heretofore incorporated by any special act of the Legislature, may at any time hereafter, while such corporation exists, incorporate themselves under this act, in the mode herein prescribed, for the purpose of carrying on the enterprise, business, pursuit or occupation, for which they may have been specially incorporated; and the filing of the articles of incorporation shall be deemed a surrender of such special incorporation, but not of any vested rights thereunder, and thereafter such corporation shall have the powers and privileges and be subject to the liabilities and limitations provided by this act, and not otherwise.

SEC. 19. Any corporation under the provisions of this act may, at any meeting of the stockholders which is called for such purpose, by a vote of a majority of the stock of such corporation, increase or diminish its capital stock or the amount of the shares thereof or authorize the dissolution of such corporation, and the settling of its business and disposing of its property, and dividing its capital stock; Provided, however, that the capital stock of any corporation formed under this act, except corporations formed for the purpose of making and constructing a railroad, shall never exceed the sum of five millions dollars; and any corporation that shall violate this provision of this act shall forfeit its corporate rights.

SEC. 20. Any corporation formed for the purpose of navigating any stream or other water, may, by virtue of such incorporation construct any railroad, macadamized road, plank road or clay road, or canal, or bridge necessary and convenient for the purpose of transporting freight or passengers across any portages on the line of such navigation, occasioned by any rapids or other obstructions to the navigation of such stream or other water, in like manner and with like effect as if such corporation had been specially formed for such purposes; but no corporation formed under this act, or heretofore or hereafter incorporated by any special act of incorporation passed by the Legislative Assembly of this Territory, or otherwise for the purpose of navigating any stream or other waters of this Territory, or forming the boundary thereof in whole or in part, nor any stockholder in such corporation shall ever take or hold stock, or any interest directly or indirectly in the stock of any corporation which may be formed under this act, for the purpose of building or constructing any road in this act mentioned, or shall any such corporation ever purchase, lease, or in any way control such road or the corporate rights of such last-named corporation; Provided, further, that corporations heretofore incorporated, or which may hereafter be formed under this act for the purpose of establishing and keeping a ferry across any stream or other water of this Territory, or forming the boundary thereof in whole or in part, shall not be deemed a corporation for the purpose of navigating such streams of water, within the meaning of this act, nor shall the stockholders thereof be restrained from taking or

holding stock in a corporation formed under this act, for the purpose of constructing or building any road.

SEC. 21. The stockholders may, by a majority vote of the stock, change its general place of business.

SEC. 22. The Directors of any Corporation may file supplementary articles of incorporation at any time when a unanimous vote of all the stock subscribed shall so determine, for the purpose of engaging in any new enterprise or business pursuit not in violation of law, or for the purpose of changing any part of the route of their road or canal, or either terminus or both, the Directors shall cause a notice to be published of the filing of such supplementary articles, setting forth the object of the same.

SEC. 23. Any Company incorporated under the laws of any other State or Territory, for any enterprise, business pursuit, or occupation proposed to be carried on, or the principal office or place of business is proposed to be located within this Territory, shall make and file certified and duly authenticated copies of their articles of incorporation as required by Section second of this act, and shall cause their enterprise, business pursuit, or occupation to be represented by a duly authorized agent or agents, who shall reside within the limits and under the jurisdiction of this Territory, and, upon complying with the requirements of this section, shall be entitled to all the rights and privileges allowed by this act, and shall be held liable and responsible to all its provisions in like manner as though incorporated within this Territory.

SEC. 24. Any such incorporation as is mentioned in the preceding section, who shall commence to operate or do business in this Territory previous to complying with the requirements of this act, shall forfeit all their rights, interests, claims and demands within this Territory, and any person aggrieved by the acts of said incorporation may, by process of law before the District Court of the county or district where the principal office or place of business of said corporation is located, in the same manner by attachment or otherwise, as if for the payment of money, obtain judgment; and shall, upon the recovery of such judgment against said incorporate company, be held responsible for any damages which may be awarded in such judgment, and all property real or personal held or owned by said incorporation, shall be responsible for such damages and subject to levy and sale under execution.

SEC. 25. It shall be the duty of said incorporation to file with the Secretary of the Territory, and the County Recorder of the county in which the said enterprise, business pursuit or occupation is located, the lawful appointment of an agent, upon whom all notices and all processes against such incorporation may be served, and when so served shall be deemed and taken to be a personal service on such incorporation, for all purposes whatsoever.

SEC. 26. All acts or parts of acts in conflict with this act, and particu

larly chapter fifty-one of the Howell Code, entitled "Of corporations for mining purposes," shall be and are hereby repealed.

SEC. 27. This act shall take effect and be in force from and after its passage.

APPROVED November 6th, 1866.

AN ACT

Concerning Roads and Highways.

Be it enacted by the Legislative Assembly of the Territory of Arizona :

SECTION 1. All roads shall be considered as public highways, which are now used as such, and have been declared such by an act of the Legislative Assembly of this Territory, or by an order of a board of county commissioners, or board of supervisors of any county within this Territory, or which may be hereafter declared by the boards of supervisors within their respective counties; Provided, that this act be so construed as not to affect in any manner or apply to the "Act to Incorporate the Mohave and Prescott Toll-road Company, approved November 3d, 1864"; and provided, further, that this act shall not apply to the Counties of Pima and Mohave.

SEC. 2. It shall be the duty of the Board of Supervisors of each county, to divide the county into a suitable number of road districts, and to appoint annually or whenever vacancies may occur, an overseer for such district, whom they shall have power to remove at pleasure.

SEC. 3. The County Recorder of each county shall notify all persons who have been appointed road overseers, within ten days after such appointment has been made, informing them of such appointment, and describing the boundaries of their district.

SEC. 4. The road overseers shall cause all the public highways within their respective districts to be kept clear from obstruction, and in good repair; causing banks to be graded, bridges and causeways to be made when the same may be necessary, to keep the same in good repair, and to renew them when destroyed.

SEC. 5. The road overseers have power to make use of any gravel or dirt for improving the road, which may be absolutely necessary, from any adja

cent unimproved lands, and the Board of Supervisors may allow such damages, if there be any, to the owners of said lands as they may deem just; Provided, that said Supervisors shall be liable to pay damages to the county, at the suit of any citizen, if it shall be proved that they have allowed extraordinary and extravagant damages.

SEC. 6. The Board of Supervisors shall have power to levy a road tax on all able-bodied men, which shall not exceed five cents on every one hundred dollars, for road purposes, to be levied and collected at the same time and in the same manner as other property taxes are collected; Provided, that the provisions of this section, so far as it relates to the road tax, shall not apply to any of the incorporated towns or cities of this Territory; and provided, that all able-bodied men shall pay, in addition to the road tax levied by the Board of Supervisors, the sum of six dollars each, or at their option, two days' work upon the road under the direction of the road overseer.

SEC. 7. The property tax so levied shall be collected by the Sheriff of the county in the same manner as in the collection of other taxes; but all road taxes for road purposes shall be collected by the overseers in their respective districts; provided, that the Board of Supervisors shall in all cases require a bond of such overseer, the amount to be fixed by them, to secure the payment of such moneys as he may receive under the provisions of this act.

SEC. 8. Whenever any contract for the improvement of roads is to be made, advertisement thereof shall be given by the overseer of the district in which such improvement is to be made, by posting written notices in two of the most public places of his district, and by advertisement in one newspaper of the county, or, if none be published in the county, by notice posted at the court-house door ten days prior to the letting of such contract; and all contracts shall be awarded to the lowest responsible bidder, subject to the approval of the Board of Supervisors; Provided, that the overseers shall have power to make contracts for the improvement of roads, which shall not exceed the sum of fifty dollars, at their option, such contracts to be approved by the Board of Supervisors.

SEC. 9. The Board of Supervisors of each county, on presentation of petition praying for a county road to be laid out in the county, or praying for a cart road to be laid out from the dwelling or plantation of any person through the lands of another to any public road, or from one public road to another, and designating the points therein, shall cause notice to be given to the parties owning the land over which such road is to be located, and if objections by one or more of the owners shall be made, the Board of Supervisors shall consider and determine the same at their next regular meeting, and if they shall be of the opinion that such road is necessary, they shall appoint three persons as viewers to view and locate said road, and upon the return of a certificate of the viewers, shall declare the same to be a public highway; when absolutely necessary, the county surveyor, if there be any, may be called in by the Supervisors to assist in said location.