TITLE XIX. OF CORPORATIONS. CHAPTER 139. Provisions respecting corporations in general. CHAPTER 141. Of returns of banks and institutions for savings. CHAPTER 143. Of insurance companies. CHAPTER 144. Of foreign insurance companies. CHAPTER 145. Of railroad corporations. CHAPTER 146. Of turnpike and toll-bridge corporations. CHAPTER 147. Of voluntary associations. CHAPTER 148. Of proprietors of common and undivided lands. CHAPTER 139. PROVISIONS RESPECTING CORPORATIONS IN GENERAL. SECTION 1. General powers of corporations. 5. Mode of proceeding when there is 6. Power of corporation when so as- 7. Validity of incorporation not im- 8. Corporations continued bodies cor- 9. What property may be levied upon SECTION 10. Who shall be considered the 11. How the franchise shall be trans- 14. How franchise may be redeemed. 16. Corporations to have place of business within this state, and agent, &c., there resident. 17. Acts of incorporation may be amended or repealed by the general assembly. SECTION 1. All corporations shall, when no other provision is General powers of corporations. specially made, have perpetual succession, may make and use a common seal, and break, alter, and renew the same, be capable of taking, holding, transmitting, and conveying property, real or personal, in their corporate name, may sue and be sued, appear, prosecute, and defend actions and suits to final judgment and execution in any court or elsewhere; may elect, in such manner as they shall determine to be proper, all necessary officers, and may fix their compensation and define their duties and obligations; and may make by-laws and regulations, consistent with law, for their government, and for the due and orderly conducting of their affairs, and the management of their property. SEC. 2. The shares into which the capital stock of any corporation shall be divided shall be deemed to be personal estate, unless otherwise provided in the act creating the corporation, and shall be transferable in such manner as shall be prescribed by the by-laws of the corporation. Shares, personal estate, except, &c.; able. how transfer laws. SEC. 3. Corporations may, by their by-laws, where no other pro- What may be vision is specially made, determine the manner of calling and con- included in byducting meetings; the number of shares that shall constitute a quorum; the number of shares that shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the non-payment of assessments; and the tenure of office of the several officers; and they may annex suitable penalties to such by-laws, not exceeding in any case the sum of twenty dollars for any one offence, but no such by-law shall be made by any corporation, repugnant to the provisions of its charter. SEC. 4. The first meeting of all corporations, except of banks, Of the first shall, unless otherwise provided for in their acts of incorporation, be meeting of corcalled by a notice signed by any one or more of the persons named porations. in the act of incorporation, and setting forth the time, place, and objects of the meeting; and such notice shall, seven days at least before the meeting, be delivered to each member, or published in some newspaper of the county, where the corporation may be established, or, if there be no newspaper in the county, then in some newspaper of an adjoining county: Provided, that notice of the first meeting of incorporated religious societies may be affixed to the door, or some other conspicuous part, of their meeting-house or usual place of assembling for religious purposes. SEC. 5. Whenever, by reason of the death, absence, or other legal impediment of the officers of any corporation, there shall be no person duly authorized to call or preside at a legal meeting thereof, any justice of the peace in the county where such corporation is established may, on a written application of three or more of the members thereof, issue a warrant to either of said members, directing him to call a meeting of said corporation, by giving such notice as has been previously required by law, and the justice may, in the same warrant, direct such person to preside at such meeting, until a clerk shall be duly chosen and qualified, if there shall be no officer present legally authorized to preside thereat. Mode of proceeding, when authorized to call meeting or preside. no person is SEC. 6. Such corporation, when so assembled, may elect officers to Power of corfill vacancies then existing, and may act upon such other business poration when as might by law be transacted at regular meetings of the corpo ration. assembled. SEC. 7. The validity of any act of incorporation shall not be im- Act of incorpaired by a failure to hold an annual meeting for the election of poration valid, although anofficers, or a failure to elect officers at the time prescribed by the nual meeting charter or by-laws of the corporation; but such election may be held not held, &c. at a subsequent meeting of the stockholders duly notified for that purpose. SEC. 8. Corporations whose charters shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless be continued bodies corporate, for the term of three years When corporations continued rate, after charter has expired. bodies corpo What property on, on execu tions against. after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which such corporations have been or may be established. SEC. 9. Whenever final judgment shall be recovered against any may be levied turnpike or other corporation authorized to receive tolls, the franchise of such corporation, with all the rights and privileges thereof, so far as relates to the receiving of toll, and also all other corporate property, may be taken on execution and sold, in the same manner as real estate belonging to corporations is liable by law to be taken and sold on execution. Who shall be considered highest bidder on sale of fran chise. How franchise transferred; rights of purchaser. Purchaser may Powers of such corporation. How franchise may be redeemed. Records of transfers of stock, where kept; of the recording officer. SEC. 10. In the sale of the franchise of any corporation, the person who shall satisfy the execution, with all legal fees and expenses thereon, and who shall agree, in consideration therefor, to take such franchise for the shortest period of time, and to receive during that time all such toll as the said corporation would by law be entitled to demand, shall be considered as the highest bidder. SEC. 11. The return of the officer on such execution shall transfer to the purchaser all the privileges and immunities which by law belonged to said corporation, so far as relates to the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser, possession of all the toll-houses and gates belonging to said corporation, in whatever county the same may be situated; and the purchaser may thereupon establish, demand, and receive, to his own use, all the toll which may accrue within the time limited in the said purchase of said franchise; and during that time the corporation shall not be entitled to sue for such tolls, or to prosecute for any penalty for the non-payment thereof. SEC. 12. Any person who shall purchase the franchise of any turnpike or other corporation, and the assignee of such person, may recover, in an action on the case, any penalties imposed by law for an injury to the franchise, or for any other cause, and which such corporation would be entitled to recover during the time limited in the said purchase of the franchise; and during that time the corporation shall not be entitled to prosecute for such penalties. SEC. 13. The corporation whose franchise shall have been sold as aforesaid shall, in all other respects, retain the same powers and be bound to the discharge of the same duties, and liable to the same penalties and forfeitures, as before such sale. SEC. 14. Such corporation may, at any time within three months from the time of such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with twelve per cent. interest thereon, but without any allowance for toll which he may have received; and upon such payment or tender, the said franchise, and all the rights and privileges thereof, shall revert and belong to said corporation, as if no such sale had been made. SEC. 15. All records of transfers of stock of corporations incorporated by the sole authority of this state shall be made and kept within this state, and the officer of every such corporation, whose duty it may be to record the transfer of shares in the capital stock thereof shall, at the time of his election or appointment, be a resident of the state; and whenever such officer shall cease to be a resident therein, his office shall become vacant. SEC. 16. Every corporation created under the authority of this Place of busistate shall have a place of business within this state, and shall have ness of corpoa clerk, treasurer, or other agent, who shall reside therein. ration. or repeal char SEC. 17. All acts of incorporation hereafter granted shall be sub- General assem ject to the provisions of this chapter, and may be amended or re- bly may amend pealed at the will of the general assembly, unless express provision ter of. be made therein to the contrary. SECTION CHAPTER 140. OF BANKS AND INSTITUTIONS FOR SAVINGS. 1. Of the organization of new banks. 2. How books of subscription are to be opened. 3. Commissioners to apportion stock, &c. 4. Who shall constitute the corporation. 5. How the stockholders shall meet; notice of meeting, how given. 6. Tenure of offices. 7. When the bank shall go into operation. 8. Commissioners to superintend organization till stock all paid in. 9. Stockholders to be liable for debts of bank. 10. Of reduction of amount of capital stock. 11. Bank not to be removed or to establish agency; penalty. 12. How meetings of stockholders may be called. 13. Who may vote at such meetings. 14. General treasurer to vote on stock owned by state. 15. General treasurer to be director in bank where state is stockholder; shall visit such bank once in three months. 16. Director must be stockholder and citizen of the state. 17. Names of officers of bank to be published. 18. How directors of bank may be removed and vacancies filled. 19. How officers of bank appointed by directors may be removed. 20. Presence of three directors necessary for discount. SECTION 21. Penalty on officer of bank for refusing to permit stockholder to inspect books, &c. 22. Limit to debts of bank; liability of directors in case of excess. 23. How actions against directors in such case to be brought and prosecuted. 24. Absent or dissenting directors, how exonerated. 25. Penalty for permitting circulation to exceed sixty-five per cent. of capital stock. 26. Penalty for issuing bills payable at other places than banking room. 27. Penalty for issuing bills for a less sum than one dollar. 28. Penalty for issuing bills for fractional parts of a dollar. 29. Of stamping counterfeit bills. 30. Same of altered bills. 31. Of mistakes in stamping or marking bills. 32. Officers of banks not to protest notes, &c. 33. Penalty for issuing bills payable in anything but gold and silver. 34. Penalty for passing any such bills. 35. Penalty for fraudulently managing business of bank. 36. Penalty for passing notes, &c., as currency, other than bank-bills or treasury notes. 37. All such notes, &c., other than bank-bills, issued as currency, to be void. 38. Liability of bank refusing to pay out deposit. 39. When special bank commissioners Stockholders, how to meet; SECTION to be appointed; their powers 40. Power of stockholders and others 41. Commissioners to report to gen- 42. Penalty for refusing aid or infor- 44. When complaint may be removed court. 45. When injunction against bank 46. Powers and duties of receiver. 48. Effect of injunction on collection 49. Power of court to issue temporary 50. Court may declare charter of cor poration void, when. 51. Citation to contain temporary in- 52. Penalty on officers of bank, for SECTION 53. Banks to keep record of proceed- 56. No money to be loaned by savings 58. Deposits in savings banks, &c., by ness. 60. Agent may be appointed to close up such bank. 61. Of notice to be published by such 62. Claims to be presented to such SECTION 1. The governor shall appoint three commissioners, to superintend the organization of any bank which may be incorporated. The compensation of such commissioners shall be paid by the bank. SEC. 2. The commissioners shall open a book of subscription to the capital stock of such bank, they giving notice of the time and place thereof, in one or more newspapers published in the county where such bank is to be located; and, if no newspaper be published in said county, then in some newspaper published in an adjoining county. SEC. 3. Whenever the books of subscription are closed, the commissioners shall apportion the stock, as near as may be, to the amount subscribed by each person who shall, in their opinion, have the ability to make a bona fide investment therein, and they shall file a copy of the apportionment in the office of the secretary of state. SEC. 4. The persons to whom the stock is apportioned as aforesaid shall constitute the corporation created by the charter of said bank. No SEC. 5. Such stockholders shall meet at a time and place to be fixed by the commissioners, to organize and transact business. notice of meet- tice of the time and place of such meeting shall be given to the stockholders, either personally, or in writing, or in some newspaper, published as provided in section two of this chapter. ing. |