SEC. ARTICLE 8-VOLUNTARY. SEC. 3502. Voluntary association, organization. 35071. Homes for the aged. 3503. Purposes for which may be organized. 3508. Allowance by County Boards to 3505. State association for literary, etc., orphan asylums. 3509. Binding out orphans. 3509a. Funds of Home returned to county, when. 3510. Distinctions prohibited. 3511. County Board may purchase. 3512. Pauper children. 3514. Cemetery associations may purchase 3515. Amount of land. 3517. Record of certificate. [1901 S., p. 289. Approved March 9, 1901.] 3502. Voluntary associations, organization. 1. That any number of persons, not less than three (3), may voluntarily associate themselves by written articles of association, signed and acknowledged by each person who may be a member at the time of organization, specifying: First. The corporate name of such association, which shall not be the same or similar to the name of any other association incorporated in this State. Second. The amount of the capital stock of the same, if such association is organized for pecuniary profit, and the number of shares (if any) into which the same shall be divided, with the amount of each share, which shall not exceed one hundred dollars ($100.00). Third. The object of such association, with the proposed plan of doing business fully set out. Fourth. The names and places of residence of each incorporating member. Fifth. The principal place of business of such association. Sixth. The term of existence of such association, which, if organized for pecuniary profit, shall not exceed fifty (50) years. Seventh. A description of the corporate seal; and Eighth. The manner of election or appointment of all directors and officers who are to manage the business and prudential concerns of any such association. Ninth. The number of trustees, directors or managers who shall manage the affairs of the association, together with the names of those who shall manage such affairs for the first year. 1 This act specifically repeals Sections 3502, 3502a, 3503, 3504, 3505, 3506, 3506a, 3506b, and 3507 Horner's R. S. 1897. See Section 3507j. 2. If the articles of association describe what shall be on the corporate seal, it will be a sufficient compliance with the statute. Vawter v. College, 53 Ind. 88. 3. If the names of the corporators, their residences and the number of shares taken appear in columns that are appropriately headed, it will be a sufficient designation of their residence and number of shares taken. Vawter v. College, 53 Ind. 88; Steinmetz r. Co. 57 Ind. 457. 4. Persons subscribing for stock in such associations are estopped to deny the existence of the corporation or that the articles have been properly recorded. Mullen v. Beech Grove, etc. Park, 64 Ind. 202. 5. Persons who become members of mutual benefit societies must take notice of the by-laws thereof. Bauer v. Lodge, 102 Ind. 262. 6. Persons entitled to receive benefits from mutual benefit societies cannot be prevented by the by-laws thereof from enforcing their rights in a court of law. Supreme Council, etc., v. Garrigus, 104 Ind. 133. 3503. Purposes for which may be organized. 2. That such associations may be formed for one only of the following purposes: 3. To establish and maintain associations for horticultural and agricultural purposes, and to promote and encourage the mechanical arts, and for literary and scientific purposes; or for dredging and deepening the channels of rivers and creeks, and for the improvement of harbors; or for constructing, operating and maintaining sewers, and for constructing, operating and maintaining a system of drainage for private and public property. 4. To establish and maintain schools and institutions for the education of males or females or both upon such terms and conditions, and upon such plan or system as shall be stated in such articles of association. 5. To establish and maintain asylums for the care, support, discipline and education of orphan children (the words "orphan children" to mean any person within the age of sixteen years who has been deprived of parental care by the death of either father or mother, or both of them), and to establish and maintain homes for the care and support of aged females, who can not support themselves from their own means, or by their own industry, and to establish and maintain asylums for the care and support of crippled persons who can not from their own means or by their own industry support themselves. It shall be lawful to provide in one asylum or home for the care, education and support of orphans, together with the support of aged females and of crippled persons as specified in this section, or either of them. 6. To purchase and hold suitable grounds for the burial of the dead with the power of ornamenting and protecting the same, to be controlled, regulated and inanaged in such manner as shall be set forth in the articles of association. 7. To organize lodges or other bodies of Masons, Odd Fellows, Knights of Phythias, Uniform Rank Knights of Pythias, Ancient Order United Workmen, Benevolent Order Elks, Knights of Honor and Knights and Ladies of Honor, Royal Arcanum, Continental Fraternal Union, or the National Union, or other secret ritualistic orders, according to their respective laws; also divisions or associations of temperance or other charitable associations or orders; to organize churches, conferences and religious societies; also the Independent Order of Foresters, including the high and subordinate courts thereof; also to organize and maintain societies for the prevention of cruelty to either children or animals, or both, and to organize a State Grange of the order of Patrons of Husbandry, and other granges subordinate to the State Grange. 8. To organize military or fire companies; also companies to erect suitable buildings for public meetings, and to plant and protect shade trees in public grounds or spaces in towns or cities. 9. To organize safe deposit and loan companies in the manner to be fully stated in such articles. 10. To organize associations for the purpose of building, owning and carrying on hotels, or buildings for residence or business purposes. 11. To organize associations for the purpose of buying, holding and selling real estate, collecting rents and soliciting and writing insurance in the manner to be fully stated in such articles. 12. To organize associations for the purpose of buying, leasing and holding mineral springs, boring, buying, digging, owning, leasing, holding and improving mineral wells, the improvement of the grounds attached thereto, and the building and carrying on of hotels, cottages, bath houses and other conveniences thereon for the use of visitors, and to organize associations for the purpose of carrying on pleasure or health resorts, the erection and maintenance of hotels, club, boating and bathing houses, sanitariums and gymnasiums in connection therewith. 13. To organize companies for the purpose of sinking and operating oil and gas wells, and of selling the products of such wells. 14. To establish and maintain companies or associations for the purpose of importing live stock into the United States, and to establish and maintain companies or associations for the purpose of registering and maintaining a register of imported registered live stock imported into the United States, and for the improvement of such imported live stock. 15. To organize associations for the purpose of buying and selling merchandise and conducting mercantile operations. 16. To organize associations for the purpose of dispensing charity to the poor, and in connection therewith, to assist the Township Trustee in his duties, as overseer of the poor in taking care of the poor. 17. To organize forwarding and commission companies, and to own and operate wharf boats in connection therewith, upon any of the rivers within or bordering upon the State of Indiana. 18. To organize companies for the purpose of carrying on the business of insuring titles to real estate, and to make abstracts, loans and collections in connection therewith, in the manner to be fully stated in such articles. 19. To establish and maintain homes for boys or girls or both who are indigent or homeless and to aid them in obtaining employment, education and permanent homes. 20. To establish women's exchanges in order to promote co-operation among them, to give laboring women employment, and secure sale of the products of their labor and such articles as their necessities compel them to sell, and the associations named in sections nineteen and twenty shall have the power to purchase and hold real estate and convey the same and receive donations, devises and bequests of real and personal property for the use and benefit of such associations. 21. To establish hospitals for the treatment of sick, wounded, and injured persons, and for the care of the infirm, and schools for the education and training of nurses, with power to purchase and hold real estate and convey the same, and receive donations, devises and bequests of real and personal property for the use and benefit of such association. 22. To organize companies for the purpose of buying and selling State, county, municipal and all other bonds, of borrowing and loaning money, of buying and selling promissory notes, bills of exchange, accounts, choses in action, fees and all other evidence of indebtedness, and of buying and selling real estate and personal property in connection therewith, all in the manner and on a plan to be fully stated in such articles. Such associations shall not be authorized to do a general banking or trust business. 23. To organize and maintain companies or associations for the purpose of aiding, indemnifying and protecting the medical profession in scientific researches and in the practice of medicine and surgery. 24. To organize storage and cold storage companies. 25. To organize and maintain companies to carry on an omnibus and transfer business, and the business of carting and draying and the letting of vehicles and horses for hire. 3505. State associations for literary and scientific purposes. 26. Any number of voluntary associations organized under the provisions of this act for literary or scientific purposes, and the members of each of which shall be residents of the county where such voluntary association is formed, may voluntarily associate themselves together in a State association, by each of such county associations electing delegates, who shall meet and organize by the election of a president and secretary and such other officers as they may deem necessary, by the adoption of a seal and written constitution, which shall be signed by the president and secretary, and which shall contain a description of the seal; and every county association represented in such State association at its organization, or that shall afterward be admitted to representation therein, shall be subordinate thereto, according to the provisions of its constitution. Every State association shall file its constitution in the Recorder's office of Marion County: Provided, That any State association, having heretofore in all other particulars complied with the provisions of this act, may complete its organization by having its constitution recorded as hereinbefore provided. 3506. Articles filed with secretary of state. 27. That such incorporating members of such association shall first present their articles of associa tion to the Secretary of State of the State of Indiana for filing; and at the time of presenting said articles (and before presenting the same for filing to the Recorder of the county in which the same is organized) they shall also present therewith full written or printed statements of the proposed plan of doing business; and if, upon examination, said Secretary of State shall find said articles to be according to law, and its proposed plan of doing business not inconsistent with the existing laws of the State of Indiana, or of the United States, and upon the payment of the fees prescribed by law, he shall issue to such corporation a certificate of incorporation, which shall be prima facie evidence of such incorporation. Every such association, after such articles have been so approved by the Secretary of State, shall file a duplicate of its articles in the Recorder's office of the county in which the principal place of business of such association is located, and upon the expense of filing and recording being paid such Recorder shall record the same in the miscellaneous book of records in his office, and such record or a certified copy thereof shall be conclusive evidence of the matters and things therein stated. 3507. Powers and rights of corporation. 28. Every such association, from the time such certificate is issued by the Secretary of State and such articles are recorded in the Recorder's office, shall be deemed and held to be a corporation, and shall have and possess all the rights, powers and privileges given to corporations by common law, to sue and be sued, to borrow money and secure the payment of the same by notes and mortgages, bonds or deeds of trust upon their personal and real property, and rent, lease, purchase, hold, sell and convey such real and personal property as may be necessary and proper for the purpose of erecting buildings and for other necessary objects of any such corporation. 3507a. Copy filed in office of Auditor of State. 29. That such association, at the time of filing its said articles with the Secretary of State, shall likewise file a copy thereof in the office of the Auditor of State of the State of Indiana, and shall also file in the office of the Auditor of State, from time to time, written or printed copies of its constitution and all by-laws thereafter adopted; and said Auditor of State shall have power to examine any such association at any time, and if upon any such examination said Auditor of State shall find that any such association is doing a business not authorized by law, he shall notify such association to cease doing such unauthorized business, and such association shall at once cease doing such unauthorized business; and if such association shall fail or refuse to cease doing such unauthorized business, or shall be insolvent, then in either such event the Auditor of State shall notify the Attorney-General of the result of such examination and condition, and the Attorney-General shall thereupon be authorized to institute proceedings for injunction, for a Receiver or for a judgment of ouster by proceedings in quo warranto, or for sequestration of property, or such other legal proceedings as may be necessary or proper in the premises. 3507b. Stock Sale-Increase. 30. That every such association may designate the manner in which its shares of stock (if any) may be held, sold, conveyed, assigned or transferred. Any voluntary association heretofore or hereafter organized under the laws of the State of Indiana for any of the purposes set out in this act may increase or decrease its capital stock at any annual meeting of the stockholders: Provided, That written or printed notice of such proposed increase or decrease shall be given by the secretary of the association to its stockholders by depositing such notices in the mail at least ten (10) days before such annual meeting, addressed to their last named place of residence: And provided, further, That any such association heretofore or hereafter organized may increase its capital stock at any special meeting of the stockholders by a vote representing a majority of all the outstanding stock of such association; such special meeting to be called for that purpose: Provided, Written or printed notice of such proposed change, signed by the secretary of the company, shall be deposited in the mail addressed to each of the stockholders of such association at least ten (10) days before such special meeting, at their last known place of residence. 3507c. Officers, election of. 31. Every such association shall elect such officers or agents as may be necessary to carry into operation the objects of its organization. It may prescribe and adopt rules and regulations for the direction of its officers and members; and such corporation shall keep a fair record of its proceedings and accounts in proper books, and such records, or copies thereof, duly attested by the secretary or clerk under its corporate seal, may be given and read in evidence in any court of this State. 3507d. Property devised to. 32. Any property, real or personal, may be bequeathed, devised or given to any such corporation by will; and in such cases, it shall be sufficient if the corporate name be used, or the purpose so described as not to admit of a reasonable doubt for what corporation or purpose the same was intended to be devised or given. 3507e. Receiver, appointment of. 33. Whenever two-thirds in interest of the members of any such corporation heretofore or hereafter organized, desire to close its concerns, they may apply by petition to the Circuit or Superior Court of the county in which the principal office or place of business of such company is located, setting forth, in substance, the grounds of their application, with the names and amounts of all stockholders, and the names and amounts due all creditors; and the court shall thereupon direct that notice for ten (10) days shall be mailed to the last and usual place of residence of each stockholder and creditor, and fix a day in such notice for a hearing of such application for dissolution; and the court, after such notice and a hearing, may decree a dissolution of such corporation and appoint a trustee or receiver or receivers to wind up its affairs, take charge of its estate and effects, to collect debts and property due and belonging to such corporation, with power to prosecute and defend suits in its name or otherwise, to appoint agents under such receiver or receivers, and to do all other acts which might be done by such corporation that are necessary for the final settlement of its unfinished business. The powers of such receiver or receivers may continue as long as the court deems necessary for said purposes. 3507f. Jurisdiction of court. 34. The court shall have jurisdiction of such application and of all questions arising in the proceedings thereon, and may make such orders, injunctions and decrees and judgments therein as justice and equity may require. 3507g. Debts, payment of. 35. The receiver shall pay all debts due from the corporation, if the funds in their hands are sufficient therefor, and if not, they shall distribute the same ratably among the creditors who prove their debts in a manner directed by any order or decree of the court for that purpose. If there is a balance remaining after the payments of the debts, the receiver shall distribute and pay it to and among those who are justly entitled thereto as having been stockholders or members of the corporation, or their legal representatives. 3507h. Dissolution by order of court. 36. When the business of such corporation shall have been closed up, then the court may order and decree a final dissolution of the corporation, and the Clerk of the Court for the county in which the decree or order for dissolution is made shall forthwith make such return thereof to the Secretary of State, giving the name of the corporation dissolved, and the date upon which such order or decree was made, and the Secretary of State shall make a memorandum thereof upon the records in his office. 3507i. Legislature may repeal or amend act. 37. This act may be repealed or amended at the discretion of the Legislature. 3507j. Laws specifically repealed. 38. All laws and parts of laws in conflict with this act are hereby repealed; and the following acts upon the same subject matter are hereby expressly repealed, to wit: The act approved February 20, 1867, published on page 223 of the acts of the General Assembly for that year. |