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corporation is located, or if none is published therein, then in a paper published in an adjoining county, must be given by order of the acting President. The written assent of the holders of two-thirds of the stock, or of two-thirds of the members, if there be no capital stock, shall be effectual to adopt a code of by-laws without a meeting for that purpose. (Amendment, approved March 30, 1874; Amendments 1873-4, 200; took effect July 1, 1874.)

election of,

SEC. 302. The directors of a corporation must be elected Directors, annually by the stockholders or members, and if no pro- etc. vision is made in the by-laws for the time of election, the election must be held on the first Tuesday in June. Notice of such election must be given, and the right to vote determined as prescribed in section three hundred and one.

SEC. 303. A corporation may, by its by-laws, where no By-laws, other provision is specially made, provide for:

1. The time, place, and manner of calling and conducting its meetings;

2. The number of stockholders or members constituting

a quorum;

3. The mode of voting by proxy;

4. The time of the annual election for directors, and the mode and manner of giving notice thereof;

5. The compensation and duties of officers;

6. The manner of election and the tenure of office of all officers other than the directors; and

7. Suitable penalties for violations of by-laws, not exceeding, in any case, one hundred dollars for any one offense. (Amendment, approved March 30, 1874; Amendments 1873-4, 20; took effect July 2, 1874.)

for what may provide.

be recorded

"Book of


SEC. 304. All by-laws adopted must be certified by a By-laws to majority of the directors and Secretary of the corporation, in and copied in a legible hand in some book kept in the office of the corporation, to be known as the "Book of By-laws," and no by-law shall take effect until so copied, and the book shall then be open to the inspection of the public during office hours of each day except holidays. The by-laws may be repealed or amended, or new by-laws may be adopted, at the annual meeting, or at any other meeting of the stockholders or members called for that purpose by the directors, by a vote representing two-thirds of the subscribers' stock, or by two-thirds of the members, or the power to repeal and

How many

and who to

amend the by-laws, and adopt new by-laws, may, by a similar vote at any such meeting, be delegated to the Board of Directors. The power when delegated may be revoked by a similar vote at any regular meeting of the stockholders or members. Whenever any amendment or new by-law is adopted, it shall be copied in the book of by-laws with the original by-laws, and immediately after them, and shall not take effect until so copied. If any by-law be repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted, shall be stated in the said book, and until so stated the repeal shall not take effect. (Amendment, approved March 30, 1874; Amendments 1873-4, 201.)

SEC. 305. The corporate powers, business, and property of be directors. all corporations formed under this title must be exercised, conducted, and controlled by a Board of not less than five nor more than eleven directors, to be elected from among the holders of stock; or where there is no capital stock, then from the members of such corporations; except that corporations formed, or to be formed, for the purpose of erecting and managing halls and buildings for the meetings and accommodation of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith the leasing of stores and offices in such building. or buildings for other purposes, the corporate powers, business, and property thereof may be conducted, exercised, and controlled by a Board of not less than five nor more than fifty directors, to be chosen from among the stockholders of such corporation, or from among the members of such order or organization. A majority of the directors must be, in all cases, citizens of this State. Directors of corporations for profit must be holders of stock therein in an amount to be fixed by the by-laws of the corporation. Directors of all other corporations must be members thereof. Unless a quorum is present and acting, no business performed or act done is valid as against the corporation. Whenever a vacancy occurs in the office of director, unless the by-laws of the corporation otherwise provide, such vacancy must be filled by an appointee of the Board. (Amendment, approved January 20, 1876; Amendments 1875-6, 71; took effect from passage.)


to be elected at first meeting.

SEC. 306. At the first meeting at which the by-laws are adopted, or at such subsequent meeting as may be then des

ignated, directors must be elected, to hold their offices for one year, and until their successors are elected and qualified. (Amendment, approved March 30, 1874; Amendments 1873-4, 202; took effect July 1, 1874.)

how con

SEC. 307. All elections must be by ballot, and every stock- Elections, holder shall have the right to vote, in person or by proxy, the ducted. number of shares standing in his name, as provided in section three hundred and twelve of this Code, for as many persons as there are directors to be elected, or to cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit. In corporations having no capital stock, each member of the corporation may cast as many votes for one director as there are directors to be elected, or may distribute the same among any or all of the candidates. In either case, the directors receiving the highest number of votes shall be declared elected. (Amendment, approved February 1, 1878; Amendments 1877-8, 78; took effect sixtieth day after passage.)

tion of Board


SEC. 308. Immediately after their election, the directors Organizamust organize by the election of a President, who must be of Directors, one of their number, a Secretary, and Treasurer. They must perform the duties enjoined on them by law and the by-laws of the corporation. A majority of the directors is a sufficient. number to form a Board for the transaction of business, and every decision of a majority of the directors forming such Board, made when duly assembled, is valid as a corporate act.

to be made


SEC. 309. The directors of corporations must not make Dividends dividends, except from the surplus profits arising from the from surplus business thereof; nor must they divide, withdraw, or pay to the stockholders, or any of them, any part of the capital stock; nor must they create debts beyond their subscribed capital stock, or reduce or increase the capital stock, except as hereinafter specially provided. For a violation of the provisions of this section, the directors under whose administration the same may have happened (except those who may have caused their dissent therefrom to be entered at large on the minutes of the directors at the time, or were not present when the same did happen), are, in their indi

Removal from office of directors,


Justice of
Peace may

ing, when.

vidual and private capacity, jointly and severally liable to the corporation, and to the creditors thereof, in the event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out, or reduced, or debt contracted; and no statute of limitations is a bar to any suit against such directors for any sums for which they are made liable by this section. There may, however, be a division and distribution of the capital stock of any corporation which remains after the payment of all its debts, upon its dissolution, or the expiration of its term of existence.

SEC. 310. No director shall be removed from office unless by a vote of two-thirds of the members, or of stockholders holding two-thirds of the capital stock, at a general meeting held after previous notice of the time and place, and of the intention to propose such removal. Meetings of stockholders for this purpose may be called by the President, or by a majority of the directors, or by members or stockholders holding at least one-half of the votes. Such calls must be in writing, and addressed to the Secretary, who must thereupon give notice of the time, place, and object of the meeting, and by whose order it is called. If the Secretary refuses to give the notice, or if there is none, the call may be addressed directly to the members or stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner provided in section three hundred and one of this title, unless other express provision has been made therefor in the by-laws. In case of removal, the vacancy may be filled by election at the same meeting.

SEC. 311. Whenever, from any cause, there is no person order meet- authorized to call or to preside at a meeting of a corporation, any Justice of the Peace of the county where such corporation is established may, on written application of three or more of the stockholders or of the members thereof, issue a warrant to one of the stockholders or members, directing him to call a meeting of the corporation, by giving the notice required, and the Justice may in the same warrant direct such person to preside at such meeting until a clerk is chosen and qualified, if there is no other officer present legally authorized to preside thereat.

SEC. 312. At all elections or votes had for any purpose there must be a majority of the subscribed capital stock, or

stock must

ed, and ma


of the members, represented, either in person or by proxy in Majority of writing. Every person acting therein (in person or by proxy be representor representative) must be a member thereof or a bona fide jority vote at stockholder, having stock in his own name on the stock books of the corporation at least ten days prior to the election. Any vote or election had other than in accordance with the provisions of this article is voidable at the instance of absent or any stockholders or members, and may be set aside by petition to the District Court of the county where the same was held. Any regular or called meeting of the stockholders or members may adjourn from day to day, or from time to time, if for any reason there is not present a majority of the subscribed stock or members, or no election had, such adjournment and the reasons thereof being recorded in the journal of proceedings of the Board of Directors. (Amendment, approved April 1, 1878; Amendments 1877-8, 79; took effect from passage.)



SEC. 313. The shares of stock of an estate of a minor, or Stock of insane person, may be represented by his guardian, and of a insane, or deceased person by his executor or administrator. (Amend- how reprement, approved March 30, 1874; Amendments 1873-4, 203; took effect July 1, 1874.)


may be

SEC. 314. If from any cause an election does not take place Election on the day appointed in the by-laws, it may be held on any day postponed. thereafter as is provided for in such by-laws, or to which such election may be adjourned or ordered by the directors. If an election has not been held at the appointed time, and no adjourned or other meeting for the purpose has been ordered by the directors, a meeting may be called by the stockholders, as provided in section three hundred and ten of this article.

quo war



SEC. 315. Upon the application of any person, or body Complaints, corporate, aggrieved by any election held by any corporate ranto, and body, the District Court of the district in which such elec- regarding tion is held must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the election, order a new one, or direct such other relief in the premises as accords with right and justice. Upon filing the petition, and before any further proceedings are had under this section, five days' notice of the hearing must be given under the direction of the Court, or the Judge thereof, to the adverse

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