trust deeds, so executed and recorded, the rolling stock, machinery, personal property and material necessary for the operation and the repairs of the road of such company, belonging to the same and appertaining thereto, shall be deemed fixtures on and a part of the road; and such mortgages, or trust deeds so recorded, shall have the same effect both as to notice and otherwise, as they have to real estate rights of parties, covered by them, notwithstanding the fact that the possession of such property remain with the mortgagees. Record to be notice of the Trust deeds and tofore executed validated. SEC. 58. Every deed of trust or mortgage heretofore mortgages here executed, by any railroad corporation, organized pursuant to the laws of this Territory, is hereby declared valid, legal and binding, to the full extent and scope of the terms and conditions of such deed or mortgage; and the records of such instruments, heretofore made in the county records of the several counties into or through which such road passes, shall be deemed, and is hereby declared, to impart notice to all the world of the contents of such deeds or mortgages, and of the rights of those claiming under them; and they shall in every particular be as effectual security as if executed and recorded after the approval of this act. Record to be notice, etc. Corporations may be formed to purchase roads. Corporations heretofore formed validated. SEC. 59. Railroad corporations may be formed pursuant to the laws of this Territory for the purpose of buying any railroad property situated therein, when the same is to be sold under trust deed, mortgage, or private sale; and any railroad corporation heretofore formed pursuant to the laws of this Territory which had for its purpose the purchase of railroad property already constructed, is hereby declared a valid corporate body, and any purchase of railroad property by such corporation that was sold pursuant to trust deed, mortgage, judgment and decree of court, or private sale, is hereby made valid and binding. Directors may levy assess ments. CHAPTER IV. Assessments. SEC. 1. The directors of any corporation existing under the laws of this Territory, after one-fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business or paying debts, levy and collect assessments upon the subscribed capital stock thereof in the manner and form and to the extent hereinafter provided. Amount of as SEC. 2. No assessment shall exceed the ten per cent. of the amount of the capital stock named in the articles of sessment. incorporation except in the cases in this section otherwise provided for, as follows: 1. If the whole capital of a corporation has not been paid up, and the corporation is unable to meet its obligations or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon its capital stock, or if a less amount be sufficient, then it may be for such a percentage as will raise that amount. 2. The directors of railroad corporations may assess the capital stock in installments of not more than ten per cent. per month, unless the articles of incorporation otherwise provide. limitation. SEC. 3. No assessment shall be levied while a por- No assessment tion of a previous one remains unpaid, unless shall be levied while previous First-The power of the corporation has been exer- one is unpaid. cised in accordance with the provisions of this Chapter for the purpose of collecting such previous assessment; Second-The collection of such previous assessment has been enjoined; or, Third-The assessment falls within the provisions of preceding sections. What order ment must state. SEC. 4. Every order levying an assessment must specify the amount thereof, when, to whom, and where levying assess. payable; fix a day subsequent to the full term of the publication of the assessment notice on which the unpaid assessment shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment, and a day for a sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent. Secretary must SEC. 5. Upon making the order the secretary shall cause to be published a notice thereof, in the following give notice. form: (Name of corporation in full, location of principal Form of. place of business.) Notice is hereby given that at a meeting of the directors, held on (date), an assessment of (amount) per share was levied on the capital stock of the corporation, payable (when, to whom and where). Any stock upon which this assessment may remain unpaid on the (day fixed) will be delinquent and advertised for sale at public auction, and unless payment is made before, will be sold on the (day appointed) to pay the delinquent assess Notice of assess ment, how given. Secretary mus! delinquent stock. ment, together with cost of advertising and expense of sale. (Signature of secretary, with location of office.) SEC. 6. The notice must be served personally on each stockholder, or, in lieu of personal service, must be sent through the mail, addressed to each stockholder at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published once a week for four successive weeks, in some newspaper of general circulation, published in Salt Lake City, also in some newspaper published in the county where the works of the corporation are situated, if a paper be published therein. SEC. 7. If any portion of the assessment mentioned publish notice of in the notice, remain unpaid on the day specified therein for declaring the stock delinquent, the secretary shall, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for, shall have been published, a notice substantially in the following form: Form of. What notice must state. How long notice must be pub lished. (Name of corporation in full, location of principal place of business.) Notice.-There are delinquent upon the following described stock, on account of assessment levied on the (date), (and assessments levied previous thereto if any) the several amounts set opposite the names of the respective shareholders as follows: (Names, number of shares, number of certificates, number of shares, amount,) and in accordance with law (and order of the board of directors, made on the (date) if any such order shall have been made,) so many shares of each parcel of such stock as may be necessary, will be sold at the particular place on the (date) at (the hour) of such day to pay delinquent assessment thereon, together with the cost of advertising and expenses of the sale. SEC. 8. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where the certificate may not have been issued to parties entitled thereto. In which case the number of shares and amount due thereon, together with the fact that the certificates of such shares have not been issued must be stated, SEC. 9. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale, when published in a weekly paper, must be published each issue for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. quired to publish SEC. 10. The three preceding sections shall not be Irrigating comconstrued as requiring companies incorporated for irrigat- panies not reing purposes to publish in any newspaper the notices, or notice in newseither of them, therein mentioned; but personal service of Papers. said notice, or notices in writing sent by mail, post paid, addressed to each stockholder at his place of residence shall in all cases be deemed sufficient. The affidavit of the person making personal service, or mailing the same, shall be sufficient proof of such service. Publication of poration power SEC. 11. By the publication of the notice the corporation acquires jurisdiction to sell and convey a perfect notice gives cortitle to all of the stock described in the notice of sale upon to sell. which any portion of the assessment, or costs of advertising, remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and costs of advertising and sale. SEC. 12. On the day, at the place and at the time appointed in the notice of sale, the secretary shall, unless otherwise ordered by the board of directors sell, or cause to be sold, at public auction to the highest bidder for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon according to the terms of sale; if payment is made before the time fixed for sale, the party paying shall only be required to pay the actual costs of advertising in addition to the assessment. Stock must be sold to highest bidder for cash. SEC. 13. The person offering at such sale to pay the who is highest assessment and costs for the smallest number of shares or bidder. fraction of a share, is the highest bidder, and the stock purchased must be transferred to him on the stock books of the corporation, on payment of the assessment and costs. bid in the stock. SEC. 14. If at the sale of stock no bidder offers the Corporation may amount of the assessments and costs and charges due, the same may be bid in and purchased by the corporation through the secretary, president, or any director thereof, at the amount of the assessment, costs and charges due; and the amount of the assessments, costs and charges shall be credited as paid in full on the books of the corporation, and the entry of the transfer of the stock to the corporation shall be made on the books thereof. While the stock remains the prop- Such stock not erty of the corporation, it is not assessable, nor shall any assessable, etc. dividends be declared thereon, but all assessments and divi dends shall be apportioned upon the stock held by the stockholders of the corporation. SEC. 15. All purchasers of its own stock vest the legal title to the same in the corporation, and the stock so Corporation has legal title to such cannot be voted. purchased is held subject to the control of the stockstock purchased; holders, who may make such disposition of the same as they deem fit in accordance with the by-laws of the corporation, or vote of a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation, a majority of the remaining shares is a majority of the stock for all purposes of election or voting on any question at a stockholders' meeting. Dates fixed for assessments or sales may be extended. Failure to pub. hsh notice does not invalidate assessment. No action shall be sustained to recover stock, until amount realized is first thereof. SEC. 16. The dates fixed in any notice of assessment or notice of delinquent sale, published according to the provisions hereof, may be extended from time to time, for not more than thirty days, by order of the directors entered on the records of the corporation; but no order extending the time for the performance of any act specified in any notice shall be effectual, unless notice of such extension or postponement is appended to and published with the notice to which the order relates. SEC. 17. No assessment is invalidated by a failure to make publication of the notices herein provided for, nor by the non-performance of any act required in order to enforce payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying assessment, are void, and publication must be begun anew. SEC. 18. No action shall be sustained to recover stock sold for delinquent assessments upon the ground of irregularity or defect of the notice of the sale, or defect or paid or tender irregularity in the sale, unless the party seeking to maintain such action first pays or tender, to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all the subsequent assessments which may have been paid thereon, and interest on such sums, from the time they were paid, and no such action shall be sustained, unless the same is commenced by the filing of a complaint, and the issuing of a summons thereon, within six months after such sale was made. Proof of publi. cation. SEC. 19. The publication of notice required by this Chapter, may be proved by the affidavit of the printer, foreman, or principal clerk of the newspaper in which the same was published, and the affidavit of the secretary or auctioneer shall be prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom and for what price, and of the fact of the purchase money being paid. The affidavit shall be filed in the office of the corporation, and copies of the same, |