Sec. 3.-Charters Subject to Repeal.

The charter of any incorporation, or any supplement thereto or amendment thereof, incorporated under this act, shall be subject. to alteration, suspension and repeal or dissolution by any subsequent legislation legally enacted by the legislative assembly of the territory: Provided, That such alteration, suspension, repeal or dissolution shall not impair or injuriously affect the rights or interests of persons who may have acquired property, or invested money, under such corporation, or in its stock, bonds or other obligations or securities, upon the faith of such charter.

Sec. 4.-This Act May Be Amended or Repealed.

This act may also be amended or repealed, at the pleasure of the legislature, and every corporation created under this act shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any such corporation or its officers for any liability which shall have been previously incurred; this act and all amendments thereof shall be a part of the charter of every corporation heretofore or hereafter formed hereunder, except so far as the same are inapplicable and inappropriate to the objects of such corporation, but this section shall also be subject to the proviso contained in Section 3 of this act.

ARTICLE 2.-FORMATION, CONSTITUTION, ALTERATION, DISSOLUTION.

Sec. 5.-Purposes For Which Corporations May Be Formed. Upon executing, recording and filing a certificate pursuant to all the provisions of this act, three or more persons may become a corporation for any lawful purpose or purposes whatever, except corporations for the construction and operation of railroads, telegraph lines, express companies, savings banks, banks, building and loan associations, insurance, surety, and irrigation companies; and this act shall only apply to corporations exercised for such purposes to the extent and as hereinafter provided by section 133; it shall, however, be lawful to form a company hereunder for the purpose of constructing, maintaining and operating railroads, telegraph lines, and express companies, or for any of the other purposes aforesaid outside of this territory.

Sec. 6. May Conduct Business in Other Jurisdictions. Any corporation of this territory may conduct business in other states or in foreign countries and have one or more offices out of this territory, and may hold, purchase mortgage, and convey real

and personal property out of this territory: Provided, Such powers are included within the objects set forth in its certificate of incorporation.

Sec. 7.-Form of Certificate.

The certificate of incorporation shall be signed in person by each person or by attorney in fact, by all of the subscribers to the capital stock named therein, and shall set forth:

I. The name of the corporation; no name shall be assumed already in use by another existing corporation of this territory, or so nearly similar thereto as to lead to uncertainty or confusion.

II. The location (town or city, street and number, if number there be) of its principal office in this territory.

III. The object or objects for which the corporation is formed. IV. The amount of the total authorized capital stock of the corporation, which shall be not less than three thousand dollars, the number of shares into which the same is divided and the par value of each share; the amount of the capital stock with which it will commence business, which shall not be less than two thousand dollars, and if there be more than one class of stock created by the certificate of incorporation, a description of the different classes, with the terms on which the respective classes of stock are created.

V. The names and postoffice addresses of the incorporators and the number of shares subscribed for by each; the aggregate of such subscriptions shall be the amount of capital stock with which the company will commence business, and shall be at least two thousand dollars.

VI. The period, if any, limited for the duration of the company.

VII. The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of stockholders: Provided, Such provision be not inconsistent with this act.

Sec. 8.-Authentication and Record of Certificate. Copy Evidence. The certificate of incorporation shall be proved or acknowledged as required for deeds of real estate; shall be filed in the office of the secretary of the territory, and a copy thereof, duly certified by the secretary of the territory, shall be recorded in a book to be kept for that purpose in the office of the recorder of the county where the

principal office of such corporation in this territory shall be established. Said certificate, or a copy thereof, duly certified by the secretary of the territory or recorder of deeds of the county where the same shall be recorded, shall be evidence in all courts and places.

Sec. 9.-Corporate Existence Begins on Filing Certificate. Upon making the certificate of incorporation and causing the same to be filed and recorded as aforesaid, the persons so associating, their successors and assigns, shall from the date of such filing be and constitute a body corporate by the name set forth in said certificate subject to dissolution as in this act elsewhere provided.

Sec. 10.-By-Laws.

The power to make and alter by-laws shall be in the stockholders, but any corporation may, in the certificate of incorporation, confer that power upon the directors; by-laws made by the directors under power so conferred may be altered or repealed by the stockholders.

Sec. 11.-Management.

The business of every corporation shall be managed by its directors, who shall respectively be shareholders therein, they shall be not less than three in number, and, except as hereinafter provided, they shall be chosen annually by the stockholders at the time and place provided in the by-laws, and shall hold office for one year and until others are chosen and qualified in their stead; but by so providing in its certificate of incorporation, any corporation organized under this act may classify its directors in respect to the time for which they shall severally hold office, the several classes t be elected for different terms: Provided, That no class shall b: elected for a shorter period than one year or for a longer period than five years, and that the term of office of at least one class shall expire in each year; any corporation which shall have more than one kind of stock, may, by so providing in its certificate of incorporation, confer the right to choose the directors of any class upon the stockholders of any class or classes, to the exclusion of the others; one director of every corporation of this territory shall be an actual resident of this territory, and it shall not be necessary for more than one director to be resident of this territory, notwithstanding the provisions of any previous law; and the board of directors may by authority conferred under its by-laws or by its charter appoint an executive committee to act for and in the name of its said board of directors.

Sec. 12.-Principal Officers.

Every corporation organized under this act shall have a president, secretary and treasurer, who shall be chosen either by the directors or stockholders, as the by-laws may direct, and shall hold their offices until others are chosen and qualified in their stead; the president shall be chosen from among the directors; the secretary shall be sworn to the faithful discharge of his duty, and shall record all the votes of the corporation and directors in a book to be kept for that purpose, and perform such other duties as shall be assigned to him; the treasurer shall give bond in such sum, and with such surety or sureties, as shall be required by the by-laws, for the faithful discharge of his duty.

Sec. 13.-Other Officers and Agents.

The corporation may have such other officers, agents and factors, who shall be chosen in such manner and hold their office for such terms as may be prescribed by the by-laws.

Sec. 14.-Filling of Vacancies.

Any vacancy occurring among the directors or in the office of president, secretary and treasurer by death, resignation, removal or otherwise, shall be filled in the manner provided for in the by-laws; in the absence of such provision such vacancies shall be filled by the board of directors.

Sec. 15.-First Meeting of Corporation.

The first meeting of every corporation shall be called by a notice, signed by a majority of the incorporators, designating the time, place and purpose of the meeting, which notice shall be published at least two weeks before the meeting in some newspaper of the county where the corporation is established; or said first meeting may be called without publication if two days' notice be personally served on all the incorporators; or if all the incorporators shall in writing waive notice and fix a time and place of meeting, no notice or publication shall be required; whenever under any of the provisions of this act, or any amendment thereto, a corporation is authorized to take any action after notice to its members or stockholders, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action be authorized or approved and such requirements be waived, in writing, by every member or stockholder of such corporation or by his attorney thereunto authorized; and

stockholders may be represented at such meeting by attorney or proxy for them authorized to act.

Sec. 16.-First Directors May Be Named in Certificate.

The directors who are to act as such for the first three months after the filing of the certificate of incorporation may be named therein; in such case it shall be not be necessary to call a first meeting of the corporation as provided in the preceding section; and any subsequent meeting of stockholders for the purpose of electing their successors or for the transaction of such other business as may be transacted at a stockholders' meeting may be called in the same manner as annual meetings of the stockholders are herein authorized to be called.

Sec. 17.-Stockholders May Vote By Proxy; Quorum, Etc.

Absent stockholders may vote at all meetings by proxy in writing; and every corporation may determine by its certificate of incorporation or by-laws the manner of calling and conducting all meetings, what number of shares shall entitle the stockholders to one or more votes, what number of stockholders shall attend, either in person or by proxy, or what number of shares or amount of interest shall be represented at any meeting in order to constitute a quorum; and may by its original or amended certificate of incorporation provide that any action which now requires the consent of the holders of two-thirds of the stock at any meeting after notice to them given, or requires their consent in writing to be filed, may be taken upon the consent of and the consent given and filed by the holders of two-thirds of the stock of each class represented at such meeting in person or by proxy: Provided, In no case shall more than a majority of shares or amount of interest be required to be represented at any meeting in order to constitute a quorum; if the quorum shall not be so determined by the corporation, a majority in interest of the stockholders, represented either in person or by proxy, shall constitute a quorum.

Sec. 18.-Preferred and Other Special Stocks,

Every corporation organized under this act shall have power to create two or more kinds of stock, of such classes, with such designations, preferences and voting powers or restrictions, or qualifications thereof as shall be stated and expressed in the certificate of incorporation, or in any certificate of amendment thereof, and the power to increase or decrease the stock as in this act elsewhere