a notice, signed by at least a majority of them, in a newspaper of general circulation, published in the city, town or county where the principal office or place of business of such corporation is located, for at least ten days, and to deposit a written or printed copy thereof in the postoffice, addressed to each shareholder, at his business office or usual place of residence, or to the address left at the office of the company in writing, at least ten days previous to the day fixed upon for holding such meeting, calling a meeting of the stockholders, which notice shall specify the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital; and a vote of at least two thirds of all the shares of stock issued shall be necessary to an increase or diminution of the amount of its capital stock.

15. When meeting to organize, etc.; certificate to be filed.

§ 15. If, at any meeting provided for in the preceding section of this act, stockholders shall appear in person, or by proxy, in numbers representing not less than two thirds of all the stock issued by the corporation, the meeting shall organize and proceed to a vote of those present in person, or by proxy; and if, on canvassing the votes, it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the corporation, and the amount to which the capital stock shall be increased or diminished, and how the same is to be done, shall be made out, signed and verified by the affidavit of the chairman, and attested by the secretary of the meeting; and such affidavit shall be acknowledged by the chairman, and filed

as required by the third section of this act; and, when so filed, the capital stock of such corporation shall be increased or diminished to the amount specified in such certificate.

16. Evidence.

16. The copy of any certificate of incorporation filed in pursuance of this act, certified by the county clerk or his deputy, to be a true copy of such certificate and the whole thereof, shall be received in all courts and places as presumptive evidence of the facts therein stated.

17. Loans to members limited.

§ 17. No loan made by any such association to any one of its members may exceed in amount the par value of the capital stock for which such member may have subscribed.

18. By-laws, etc.

18. The directors of such corporation shall have power to make such prudential by-laws and regulations as they shall deem proper for the management and disposition of the stock and business affairs of such corporation, not inconsistent with the laws of this state or of the articles of the association; and prescribing the duties of directors, officers and servants that may be employed; for the appointment of officers and agents; for the security of the funds of the corporation, and for carrying out the objects and purposes of such corporation.

19. Saving clause.

§ 19. The legislature may at any time hereafter amend or repeal this act, and such amendment or repeal shall not, nor shall the dissolution of any company, take away or impair any remedy given against such corporation, its

stockholders or officers, for any liability which shall have been previously incurred.

20. Shares, etc., exempt from seizure on execution. 20. The shares held by the members of associations incorporated under the provisions of this act, together with any amounts of deposits or assessments made on account thereof, shall be exempt from attachment or sale on execution for debt, to an extent not exceeding one thousand dollars, in such shares, deposits or assessments, at their par value; provided, the person holding such shares is not the owner of a homestead.

See BUILDING, III.

HORTICULTURE.

See AGRICULTURE, BUILDING.

HOTEL COMPANIES.

1. Certificate of incorporation; where to be filed; contents of certificate; amount of capital; trustees. (Laws of 1874, ch. 143.)

SECTION 1. At any time hereafter any five or more persons who may desire to form a company for the business of erecting buildings for hotel purposes or keeping hotels, or for either or both of such purposes, 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 ten 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.

2. Corporation, when perfected; capacity and powers of corporation.

§ 2. When the certificate shall have been filed, as aforesaid, 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 of the courts of 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 its operations named in such certificate.

3. Trustees, their number, etc.; election notice, how given; stockholders may vote in person or by proxy; vacancies, how filled.

§ 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.

4. Failure to elect trustees not to dissolve corporation.

§ 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.

5. Officers; security may be required.

§ 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.