II. ERECTING BUILDINGS, BUYING AND SELLING LANDS, USING ELEVATORS FOR ELEVATING AND STORING GRAIN, AND MAKING AND DEALING IN BUILDING MATERIALS.

27. Objects, and how formed.

(Laws of 1853, ch. 117.)

SECTION 1. At any time hereafter any five or more persons, who may desire to form a company for the erection of buildings, or for the laying out and subdivision of lands into building lots or villa plots, and the improvement and sale thereof; or the construction or leasing of elevators and warehouses for the storage and elevating of grain, and for the making, purchasing and selling of materials for the construction of buildings, may make, sign and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the said company, and the object for which the company shall be formed; the amount of the capital stock of the said company, which shall not be less than three thousand dollars nor exceeding one million dollars; the term of its existence, not to exceed fifty years; the number of shares of which the stock shall consist; the number of trustees, and their names, who shall manage the concerns of the said company for the first year; and the name of the place in which the operations of the said company are to be carried on. [Thus amended by Laws of 1867, ch. 509, and Laws of 1870, ch. 773, and Laws of 1883, ch. 238.]

28. Corporation to be formed when certificate is filed.

§ 2. When the certificate shall have been filed, as afore

said, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate, and by that name have succession, and shall be capable of suing and being sued in any court of law or equity in this state; and they and their successors may have a common seal, and may make and alter the same at pleasure; and they shall by their corporate name be capable in law of purchasing, holding, leasing and conveying any real and personal estate whatever, which may be necessary to enable the said company to carry on their operations named in such certificate.

29. Trustees to manage affairs of company.

3. The stock, property and concerns of such company shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in such company and citizens of the United States, and a majority of whom shall be citizens of this state, who shall, except the first year, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company; and public notice of the time and place of holding such election shall be published, not less than ten days previous thereto, in a newspaper printed in the town or city in which or nearest to the place where the operations of the said company shall be carried on, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees, by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by the by-laws of the said company.

30. In case of failure to elect trustees, a new election may be held.

§ 4. In case it shall happen at any time that an election of trustees shall not be made on the day designated by the by-laws of said company, when it ought to have been made, the company for that reason shall not be dissolved, but it shall be lawful on any other day to hold an election for trustees, in such manner as shall be provided for by the said by-laws; and all acts of trustees shall be valid and binding, as against such company, until their successors shall be elected.

31. Officers of company.

5. There shall be a president of the company, who shall be designated from the number of the trustees, and also such subordinate officers as the company by its bylaws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company by its by-laws may require.

32. Payment of stock.

§ 6. It shall be lawful for the trustees to call in and demand, from the stockholders respectively, all such sums of money by them subscribed, at such times and in such payments or instalments as the trustees shall deem proper, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the stockholder within sixty days after a personal demand or notice requiring such payment shall have been published for six successive weeks, in a newspaper printed in the city or town in which or nearest to the place where the business of the company shall be carried on as aforesaid.

33. By-laws.

§7. The trustees of such company shall have power to make such prudential by-laws as they shall deem proper, for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, artificers and servants that may be employed, for the appointment of all officers, and for carrying on all kinds of business within the objects and purposes of such company.

34. Stock.

§ 8. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the non-payment of calls thereon. And it shall not be lawful for such company to use any of its funds in the purchase of any stock in any other corporation, or to hold the same, except as collateral security to a prior indebtedness.

35. Certificate of incorporation to be evidence. $9. The copy of any certificate of incorporation filed in pursuance of this act, certified by the county clerk under his official seal to be a true copy, and of the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated.

36. Stockholders liable.

10. All the stockholders of every company incorporated under this act shall be jointly, severally and individually liable, to the creditors of the company in which they

are stockholders, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded as prescribed in the following section; and the capital stock so fixed and limited shall all be paid in, at least one half thereof within one year, and the remainder thereof within two years, from the incorporation of said company, or such corporation shall be dissolved.

37. Certificate of capital paid in.

§ 11. The president and a majority of the trustees, within thirty days after the payment of the last instalment of the capital stock so fixed and limited by the company, shall make a certificate stating the amount of the capital so fixed and paid in; which certificate shall be signed and sworn to by the president and a majority of the trustees, and they shall, within the said thirty days, record the same in the office of the county clerk of the county wherein the business of the company is carried on.

38. Annual report.

§ 12. Every such company shall annually, within twenty days from the first day of January, make a report, which shall be published in such newspaper published in the town, city or village, or if there be no newspaper published in said town, city or village, then in some newspaper published nearest the place where the business of said company is carried on, which shall state the amount of capital, and of the proportion actually paid in, and the amount of its existing debt; which report shall be signed by the president and a majority of the trustees, and be verified by the oath of the president or secretary of said company, and filed in the office of the