scribed by the by-laws, provided such act be done within two years of the appointed time therefor.

SEC. 22. Corporations whose charters expire by their own limitation or by the voluntary act of the stockholders may nevertheless continue to act for the purpose of winding up their concerns, but for no other purpose.

SEC. 23. Nothing herein contained exempts the stockholders of any corporation from individual liability to the amount of the unpaid installments on the stock owned by them or transferred by them for the purpose of defrauding his creditors and an execution against the company may to that extent be carried upon such private property of any individual.

SEC. 24. In none of the cases contemplated in this chapter can the private property of the stockholders be levied upon for the payment of corporate debts, while corporate property can be found with which to satisfy the same, but it will be sufficient proof that no property can be found if an execution was issued on a judgment against the corporation and a demand thereon made of some one of the last acting officers of the body, for property on which to levy, and if he neglect to point out any such property.

SEC. 25. The defendant in any stage of the cause, may point out corporate property subject to levy, and upon his satisfying the court of the existence of such property by affidavit or otherwise, the cause may be continued or execution against the defendant may be stayed until the property can be levied upon and sold, and the court may subsequently render judgment and order an execution for any balance which there may be after disposing of the corporate property according to the stage of the cause; but if a demand has been served as contemplated in the preceding section, the costs of such proceedings shall in any event be paid by the company, or by the defendant.

SEC. 26. When the private property of a stockholder is taken for a corporate debt, he may maintain an action against the corporation for an indemnity and against any of the other stockholders for contribution.

SEC. 27. For the purpose of repairs, rebuilding or enlarging, or to meet contingencies, if for the purpose of a sinking fund, the corporation may provide and establish a fund which they may loan, and in relation to which they may take proper securities.

SEC. 28. When the franchise of a corporation has been levied upon under an execution, and sold, the corporators shall not have power to dissolve the corporation so as to destroy the franchise, and if they neglect to keep up an organization sufficient to enable the business to proceed, the purchaser thereupon becomes vested

with all the power of the corporation requisite therefor, and when it becomes impracticable for an individual so to conduct them, and in cases where doubts and difficulties not herein provided for, arise, the purchaser may apply by petition to the District Court. which is hereby vested with authority to make any orders requisite for carrying into effect the intent of this chapter in this respect.

SEC. 29. In any proceeding by or against a corporation or against a stockholder to charge his private property or the dividends received by him, the court is vested with power to compel the officer to produce the books of the corporation on a motion of either party upon a proper cause being shown for that purpose.

SEC. 30. A single individual may entitle himself to all the advantages of this chapter, provided he complies substantially with all its requirements, omitting those which from the nature of the case are inapplicable.

SEC. 31. Persons acting as a corporation under the provisions of this chapter, will be presumed to be legally incorporated until the contrary is shown; and no such franchise shall be declared actually null or forfeited except in a regular proceeding brought for that purpose.

SEC. 32. No body of men acting as a corporation under the provisions of this act, shall be permitted to set up the want of a legal organization as a defence to an action against them as a corporation; nor shall any person sued on a contract made with such corporation, or sued for any injury to its property or a wrong done to its interests be permitted to set up a want of such a legal organization in his defence.

SEC. 33. Corporations regularly organized under any laws heretofore in force, by adopting their articles of association to the provisions of this act, and by making the required publication of the change as well as their intention to act under the foregoing provisions, will be entitled to all the advantages and subject to all the liabilities above provided for, but the change in their articles of association must be made in accordance with those articles or by unanimous consent of the stockholders.

SEC. 34. Mutual Insurance Companies, organized under the provisions of this act, may tender their premium notes a lien upon the whole or any part of the real estate upon which the property insured is situated, whether such real estate is or is not exempt from other liabilities as a homestead, but such lien will not attach until the premium note stating the property on which it is a lien, is filed for record, and treated in the same manner as though it were a mortgage from the maker thereof to the company, except thereof it need be acknowledged.

SEC. 35. Nothing herein contained is intended to effect companies already organized, further than above expressed. Approved December 6th, 1859.

CHAPTER XXI.

AN ACT

To Provide for the Incorporation of Towns.

SEC. 1. Be it enacted by the General Assembly of the Provisional Government of the Territory of Jefferson, the Governor approving:-That whenever a majority of the inhabitants of any town within this Territory shall present a petition to the County Court, setting forth the bounds of the town and the commons praying to be incorporated, and for the appointment of the officers for their municipal government, and if the court shall be satisfied that a majority of the inhabitants of said town have signed said petition, the court may declare said town incorporated, designating in such order the metes and bounds thereof; and thenceforth the inhabitants within such bounds shall be a body politic and corporate, by the name and style of the incorporated town of (naming it,) and by that name they and their successors shall be known in law; have perpetual succession, unless disincorporated; may sue and be sued; plead and be impleaded; defend and be defended in all courts of law and equity, and in all actions, pleas and matters whatsoever; such incorporated town of may grant, purchase, hold, and receive, property real and personal, within such town, and burial grounds, and cemeteries, out of such town; may lease, sell, and dispose of the same for the benefit of the town; may make a common seal, and may alter and amend the same at pleasure.

SEC. 2. Immediately upon ordering or granting the incorporation of such town, the County Court shall appoint a day for holding an election, and shall appoint two judges and one clerk for such election, and return of which shall be made to the county clerk who shall canvass the same, and issue certificates to the persons elected. Provided that all subsequent elections shall be conducted as hereinafter provided.

SEC. 3. The corporate powers and duty of every town so incorporated, shall be vested in one Mayor, four Councilmen, one Treasurer, and one Constable, who shall hold their office until the first Monday of March following, and until their successors are elected and qualified.

SEC. 4. The qualifications of these officers shall be those required of county officers, and shall be residents of the town.

SEC. 5. Before entering upon the duties of their respective offices, every officer provided for in this act, shall take an oath to support the Constitution of the United States and the laws of this Territory, and faithfully to discharge the duties of his office, and shall give bond to the use of the town in the sum of one thousand dollars, to be approved and filed with the clerk except his own. bond, which shall be filed with the President.

SEC. 6. The Town Council at any regular meeting, shall have power to elect a Mayor pro tem. in the absence of their president, to elect a Clerk of their board, an Assessor and a Collector, prescribe their duties and fix their compensation, each of which may or may not be, one of their number.

SEC. 7. The Town Council may fix by law the time and place of their regular meeting.

SEC. 8. At all meetings, a majority of the board of the town council shall constitute a quorum to transact business; a smaller number may adjourn from day to day and may compel the attendance of absent members under penalties previously prescribed by ordinance.

SEC. 9. The Town Council shall judge of their own elections and the returns thereof; and determine contested elections except in the first election, which may be judged and determined by the clerk of the county court.

SEC. 10. The Town Council may determine the rules of their own proceedings, may punish any member or other person for disorderly behavior in their presence; and expel a member upon the concurrence of any three.

SEC. 11. They shall keep, or cause to be kept, a minute journal of their proceedings, and any one may cause the ayes and nays to be taken and entered therein, and the journal and their meetings shall be public.

SEC. 12. The Town Council shall have power to adopt and establish such laws and ordinances as are necessary and proper for the good regulation, safety, health, and cleanliness of the town and its citizens, to levy and collect taxes on all property within their limits, except such as is exempt from taxation, which tax shall not exceed one per cent on the assessed value thereof; may make laws for the enforcement of the collection of said taxes, to make such improvements and regulations in relation to streets, alleys, and commons as to them may seem proper; may open, change, improve, or vacate the same; may establish a grade and change the same; to provide public wells, drains, sewers, and keep them

in repairs, may tax the costs, and enforce the payment thereof for such purpose.

SEC. 13. The Town Council shall have power to license and regulate or prohibit all shows or public exhibitions in a manner not inconsistent with the laws of this Territory; to license porters, draymen, and others who transport freight from one part of the town to another, to provide against fires, breaches of the peace, gambling, disorderly and indecent houses and persons, and may make ordinances for their restraint and abatement, and may [make] any other ordinary, suitable and proper police regulations, and impose penalties for the violation of such regulations, which penalties may be collected by civil action, in the name of the town, before the Mayor or by any justice of the Peace, subject to an appeal to the higher courts, under the same rules and regulations as other appeals from Justice.

SEC. 14. The town council shall have power to provide ordinances for the improvement of any street or part of street; for paving the same or the sidewalk thereof, or may require property holders on any street or part of street to improve or pave the same or the sidewalk thereof, and may provide for the enforcement of such requirements by the sale of such property. Provided: That the owners thereof shall have the right of redemption at any time within one year, upon the payment of such taxes and the costs accrued thereon with interest at the rate of twenty-five per cent. per annum.

SEC. 15. None of the ordinances or regulations shall take effect until they have been duly promulgated by publication in a newspaper, if there be one in such town, and by posting up in five public places at least five days, if there be no newspaper.

SEC. 16. The town council shall pass, by vote, all orders for the payment of money, which order shall be made only upon the written account presented, which shall be filed with the clerk as a voucher.

SEC. 17. The mayor and town council, in the name of the corporate name of the town, shall have power to make the entry of the town site in trust for the owners thereof, at the proper United States land office, when said office shall have been opened for the entry of the land on which said town is situated, and the town council may make such rules and regulations respecting the conveying of lots to their respective owners, as in their wisdom shall be just and right, and not inconsistent with the laws of the United States or the laws of this Territory.

SEC. 18. In cases where two or more persons are claiming any of the lots in said town, there shall be a trial before the town council, instituted and conducted in the same manner as trials of Justice of the Peace, the town council shall judge of the owner