appointment shall continue in force as long as any liability remains outstanding against the corporation in this state. Such written appointment shall be acknowledged before some officer authorized to take acknowledgments of deeds and shall be filed in the office of said secretary, and copies certified by him shall be sufficient evidence of such appointment and agreement. Service upon said attorney shall be sufficient service upon the principal, and may be made by leaving a duly attested copy of the process with the secretary of the state or at his office.

SEC. 84. Duty of secretary when served with process; fee; record. When legal process against any corporation mentioned in section 83 of this act is served upon the secretary of the state, he shall immediately notify the corporation thereof by mail, and shall, within two days after such service, forward in the same manner a copy of the process served upon him to such corporation, or to any person designated by such corporation in writing. The plaintiff in the process so served shall pay said secretary at the time of such service a fee of twenty-five cents for each page of process, said fee in no case to be less than two dollars, which shall be recovered by him as part of his taxable costs if he shall prevail in the suit. Said secretary shall keep a record of all process served upon him, which shall show the day and hour when such service was made.

SEC. 85. Failure to file certificates and appoint attorney; penalty. Every officer of a foreign corporation transacting business in this state which fails to comply with the requirements of sections 82 and 83 of this act, and every person who transacts business in this state as the agent of such delinquent corporation, shall be fined not more than one thousand dollars; but such failure shall not affect the validity of any contract by or with such corporation. The secretary of the state shall report such failure to the attorney-general, who shall thereupon institute proceedings against such corporation to restrain its further prosecution of business in this state.

SEC. 86. Certificate of increase or reduction of capital to be filed. Every foreign corporation doing business in this state shall, within thirty days after an increase or reduction of its capital stock, file in the office of the secretary of the state a certificate thereof, substantially like that required of domestic corporations organized under the corporation act of 1901 under like conditions.

SEC. 87. Annual reports. The president and treasurer of every foreign corporation doing business in this state, which is not required by law to make other annual returns in this state, shall, annually, on or before the fifteenth day of February or August, make, sign, and swear to and file in the office of the secretary of the state a certificate similar to the certificate required by section 37 of this act, except that such certificate need not

give the name of the agent or person in charge of its principal office upon whom process against the corporation may be served. The secretary shall thereupon record such certificate in a book kept by him for that purpose and shall furnish a certified copy of such certificate to the persons filing the same, who shall forthwith cause such certified copy to be recorded in the office of the town clerk of the town in this state in which such corporation has its principal office or place of business, and said town clerk shall record the same in a book kept by him for that purpose. On the fifteenth day of March and September the town clerks of the several towns shall report to the secretary of the state the names of all corporations whose annual reports have been filed for record during the preceding six months, in accordance with the provisions of this section, and the secretary shall report to the attorney-general every six months the names of all corporations which have failed to comply with the provisions of this section, and the attorney-general shall collect all forfeitures due under this section. Every corporation whose officers shall fail to comply with the requirements of this section shall forfeit to the state one hundred dollars for each failure.

SEC. 88. What penalties apply to foreign corporations. All penalties and liabilities which are imposed by the laws of this state upon officers, directors, and stockholders of domestic corporations for false and fraudulent statements and returns, shall apply to the officers, directors, and stockholders of foreign corporations doing business in this state.

PART V.

CORPORATIONS WITHOUT CAPITAL STOCK.

SEC. 89. Organization. Any three or more persons may associate to form a corporation without capital stock, to promote or carry out any lawful purpose, other than that of a mercantile or manufacturing business, by signing and acknowledging before any officer authorized to take acknowledgments of deeds and filing in the office of the secretary of the state a certificate stating: (1) That they do so associate: (2) The purpose or object of the corporation: (3) The town in this state in which the corporation is to be located. The persons so associating may also include in said certificate any other lawful provisions for the regulation of the affairs of the corporation and the definition of its powers and the powers of its officers, directors, and incorporators. Such certificate shall be examined by the secretary of the state, and, if he shall find that it conforms to law and that the fee required by section 4814 of the general statutes to be paid at the filing of such certificate has been paid, he shall indorse thereon the word "Approved," with his name

and official title, and shall thereupon cause the same to be recorded in his office. 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 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 certificate 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 subject-matter of such amendment, to be filed, approved, and recorded in the same manner as the original certificate of incorporation.

SEC. 90. By-laws; assessments; fines. Any corporation without capital stock may make by-laws imposing fines and penalties, and may lay assessments or dues to further the objects of the corporation, either by by-laws adopted for that purpose or by vote of the members of such corporation at meetings warned and held for that purpose. No such by-law shall be adopted and no such assessment or due shall be laid except by a two-thirds vote of all the members of the corporation. No such fine, assessment, or due shall exceed the sum of twenty-five dollars. Such corporation may sue for and collect such fines and assessments and dues.

SEC. 91. Sections 3311 to 3398, inclusive, and 3928 to 3938, inclusive, of the general statutes and chapter 69 of the public acts of 1903 are hereby repealed.

Approved, June 22, 1903.

Town school committee, etc., may choose

superintendent of schools.

Two or more towns may

unite to employ

[Substitute for House Bill No. 62.]

CHAPTER 195.

An Act concerning the Supervision of Schools.

Be it enacted by the Senate and House of Representatives in
General Assembly convened:

SECTION 1. The town school committee or board of education or board of school visitors of any town may choose by ballot a superintendent of schools and may fix the salary and prescribe the duties of said superintendent, which shall always include the duties of acting visitor as now prescribed by law. A majority vote of all the members of the committee or board shall be necessary to an election.

SEC. 2.

Two or more towns together employing not less than twenty-five nor more than fifty teachers may unite, by vote superintendent. of the town school committee, board of school visitors, or board of education, as the case may be, for the purpose of employing a superintendent of schools, and towns so united shall form a supervision district. The town school committee, board of school visitors, or board of education of towns so united are hereby authorized to make all arrangements, agreements, and regulations necessary to the organization and maintenance of a supervision district. Said school officers of each of the towns constituting a separate district shall appoint one of their number as a member of a supervision committee, and the committee so appointed shall be a joint committee on behalf of the several towns constituting the supervision district. Each town shall be entitled to one vote in said joint committee, and said joint committee may employ a superintendent, fix and apportion the salary of said superintendent, and manage the affairs of said district. Every district organized under the provisions of this section shall continue three years, and at the end of three years any town may dissolve a district by withdrawal. Notice of the intent to withdraw shall be given in writing to the other towns. of the district at least three months before the termination of the three year period.

Payment of part of superintend

state.

SEC. 3. The secretary of each town school committee, ent's salary by board of school visitors, or board of education taking advantage of section two of this act shall, annually, on or before the fourteenth day of July, certify to the state board of education the amount actually paid as salary to the superintendent for the current school year, and, whenever a superintendent has been employed according to the provisions of section two of this act, the comptroller shall, upon application of the state board of education, draw an order on the treasurer on behalf of said town for one-half the sum certified; provided, that not more than eight

2

1903.] SALE OF STOCK IN MINING AND OIL CORPORATIONS.

hundred dollars be paid by the state to any supervision district for one year; and provided, that no supervision district shall receive more from the state than the district itself has paid to the superintendent.

required for

179

SEC. 4. No person shall be eligible for appointment under Qualifications section two of this act who has not had at least five years' suc- appointment as cessful experience as a teacher or superintendent, or who does superintendent. not hold a certificate of approval by the state board of education.

superintendent

teachers.

SEC. 5. The town school committee or board of school Employment of visitors or board of education of any town employing not more for town employing not than ten teachers may petition the state board of education, or more than ten such town may by vote request the state board of education, and the state board of education, when so petitioned or requested, is hereby authorized to appoint an agent who shall discharge the duties of superintendent and who shall be qualified as provided in section four of this act. Any town for which a superintendent is appointed under the provisions of this section shall pay one-quarter of the salary of said superintendent and the state shall pay three-quarters, and the amount paid by the state shall be paid in the manner provided in section three of this act. SEC. 6. All acts or parts of acts inconsistent herewith are hereby repealed.

Approved, June 18, 1903.

[Substitute for Senate Bill No. 126.]

CHAPTER 196.

An Act concerning the Sale of Shares of Stock in Mining and
Oil Corporations.

Be it enacted by the Senate and House of Representatives in

General Assembly convened:

Repeal.

filed with secre

SECTION 1. No shares or certificates of stock in any min- Statement to be ing or oil corporation established under the laws of this or any tary of the state. other state shall be sold or offered for sale in this state by such corporation, or by any person or firm acting as agent or broker for such corporation, until such corporation has filed in the office of the secretary of the state a statement or certificate showing the financial condition of such corporation, the location of the mine or mines or oil properties owned by such corporation, with plans of the same, the amount of work done thereon, the amount of cash expended for improvements thereon, and the condition of the plant and machinery connected therewith. Such statement or certificate shall be subscribed by the president, treasurer, and secretary of said corporation, and said president, treasurer, and secretary shall make oath to the same before some magistrate qualified to administer such oath. For the filing of such state