He shall then prepare a certified copy of such certificate and of his approval and deliver the same to one of the persons so associated, who shall forthwith cause such copy to be recorded in the office of the town clerk in the town where such corporation is to be located. When such certificate has been duly approved and recorded, the persons so associated, with such others as may be associated with them or become their successors in such manner as the by-laws of the corporation provide, shall be and become a body politic and corporate and shall have all the powers conferred upon corporations by section 3 of this act, and shall have the same power to mortgage its real and per

Power granted

to mortgage real and personal es

sonal estate and to issue promissory tate, and to issue notes or other evidences of indebt

notes and evidences of indebt

edness as have corporations having edness. capital stock and organized under the general laws of this state, and may receive property by devise or bequest and hold the same, so far as such property may be necessary or proper to enable such corporation to carry out its purposes. A copy of the certificate filed in the office of the secretary of the state and of his approval, duly certified under his hand and the seal of the state, shall be prima facie evidence of the facts therein set forth and of the legal existence of such corporation and of its authority to exercise its corporate powers. Such corporation may at any time amend its original certifi

cate of incorporation by a three-fourths vote of its incorporators, their associates, and successors, at a meeting of the corporation duly called to consider such amendment, and by causing a certificate, duly attested by its president and secretary, and setting forth the fact that such vote has been passed and stating the subjectmatter of such amendment, to be filed, approved, and recorded in the same manner as the original certificate of incorporation.

This act shall take effect from its passage.

NOTES.

The Dissolution of Corporations without Capital Stock is provided for by Public Acts of 1907, Chap. 165, as follows:

"Section 1.

Voluntary dissolution of corporation.

Whenever the board of management of any corporation without capital stock, corresponding in its official relation to such corporation with the board of directors of a corporation having capital stock, shall vote to terminate its corporate existence, said board of management shall forthwith call a special meeting of the members of such corporation, to be held not less than thirty nor more than forty days from the date of such call. The call for said meeting shall contain a copy of said vote, and shall be published once a week for four weeks next preceding such meeting in a newspaper published in this state and having a circulation in the town in which such corporation is located, and a copy of said call shall be sent by mail to the last known address of each member of the corporation. If, at such meeting of the corporation, three-fourths in number of the members of said corporation present and voting

at such meeting shall vote to confirm said vote of the board of management, said board of management shall proceed forthwith to wind up the affairs of the corporation; provided, that, if every member shall sign and acknowledge, before an officer authorized to take acknowledgments of deeds, an agreement among the members that the corporate existence of such corporation shall be terminated, such vote of the board of management and confirming vote of the members may be dispensed with.

Board of man

agement trustees to wind up busi

"Sec. 2. The board of management of any such corporation, the existence of which is to be terminated pursuant to the vote or agreement of its members as hereinbefore provided, shall be trustees to close up the business of said corporation. They shall forthwith prepare an inventory of its assets, make a list of its ness. creditors, with the amounts due to each, and collect its bills and accounts receivable. They shall, within two weeks after the date of the members' vote of confirmation or agreement to dissolve the corporation, send a written notice of the proposed dissolution to every known creditor of such corporation warning him to present his claim, and stating to whom and at what place such claim may be presented, and shall, in such notice, limit the time, not less than four months after the date of such notice, within which such claim shall be presented; they shall also publish, in some newspaper published in this state and having a circulation in the town in which such corporation is located, a copy of such notice. Within one year from the date of said members' vote or agreement said trustees shall sell all of the property of such corporation, except money and uncollected accounts in litigation, at private sale or public auction, and, as soon as practicable, said trustees shall pay, in full or pro rata, all claims against such corporation which have been allowed by them or which may be found to be due by any proper tribunal, and shall distribute

the balance of the assets, if any, pro rata among the members of said corporation.

superior court.

"Sec. 3. Said trustees may, in their discretion, bring their application to the superior court for the county within which the corporation is located, or to any judge of the superior court if such Application to court is not in session, setting forth the facts of such proposed dissolution, and praying the court, or such judge, to limit a period within which all claims against such corporation shall be presented, and such court or judge may make an order limiting the time within which claims shall be presented, which time shall not be less than four months from the date of such order; and such trustees shall proceed to wind up the affairs of the corporation, in accordance with the provisions of section two of this act, under the direction of the court, in the same manner as if they were receivers of said corporation. The court may, for cause shown, extend the period within which the trustees shall sell the property of the corporation.

When claims shall be barred.

"Sec. 4. All claims not presented within the time limited in accordance with the provisions of sections two and three of this act shall be barred, and any claim so presented and disallowed by such trustees shall be barred unless the owner thereof shall commence an action to enforce the same within four months after such trustees shall have given him written notice of its rejection.

"Sec. 5. No creditor shall, by attachment or by any process or proceeding, interfere with the custody, control, or disposition of the property of such corporation by its board of managers acting as trustees for the winding up of its corporate affairs under the provisions of this act, but any creditor, pending such control of propwinding up, may apply to the superior

Creditors not to interfere with

erty.

court in the county in which the corporation is located, or to a judge thereof if such court is not in session, for the appointment of a receiver of such property on the ground of fraud, mismanagement, or incompetency of such trustees, and such court or judge, upon finding that such trustees are incompetent, or have been guilty of fraud or mismanagement in the discharge of their duties, shall appoint such receiver, and the powers of such trustees shall thereupon terminate. Nothing herein contained shall, however, prevent any person from establishing any claim against such corporation by an action at law, or prevent the foreclosure of any lien or mortgage existing at the time of such vote or agreement to dissolve.

"Sec. 6. Whenever the members of any such corporation shall, by vote or written assent, agree to the dissolution of such corporation, a majority of its said board of management shall make, sign,

cerning dissolu

tion.

and make oath to, and file in the office Certificates conof the secretary of the state, a certificate that such vote has been duly passed or such assent duly given, and stating the address to which all claims against such corporation may be sent; and said secretary shall thereupon record such certificate in a book kept by him for that purpose. When said board of management has completed its duties as such trustees, a majority thereof shall make, sign, and make oath to, and file in the office of the secretary of the state, a further certificate stating that said board of management has completed its duties in winding up the affairs of said corporation, and has sold or collected all of its assets and distributed the same, stating the manner of such distribution. The secretary shall examine the same and, if he finds that it conforms to law, shall indorse thereon the word 'Approved,' with his name and official title, and shall thereupon record such certificate in a book kept by him for that purpose; and when such certificate has been so approved by