stockholders of corporations enjoying the right to exercise any franchise for public use; and the judgment upon the award as provided for therein, shall be a judgment against said consolidated corporation, and shall be a lien on all the property and assets acquired by the consolidated corporation from the corporation so merged, subject only to such liens as existed against said property and assets at the time of such merger or consolidation.

Sec. 115.-Consolidated Corporation Authorized to Issue Bonds and Mortgage Property.

When two or more corporations are merged or consolidated the consolidated corporation shall have power and authority to issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make or obligations it will be required to assume, in order to effect such merger or consolidation; to secure the payment of which bonds or obligations it shall be lawful to mortgage its corporate franchises, rights, privileges and property, real, personal and mixed; the consolidated corporation may purchase, acquire, hold and dispose of the stocks of other corporations of this territory or elsewhere, and exercise in respect thereto all the powers of stockholders thereof, and may issue capital stock, either common or preferred, or both, to such an amount as may be necessary, to the stockholders of such merging or consolidating corporations in exchange or payment for their original shares, in the manner and on the terms specified in the agreement of merger or consolidation; which may fix the amount and provide for the issue of preferred stock based on the property or stock of the merging or consolidating corporations conveyed to the consolidated corporation, as well as upon money capital paid in.

Corporations organized under the laws of other states and territories may also be merged with corporations organized under the laws of this territory, in accordance with the provisions of this act.

ARTICLE 12.-LOST CERTIFICATES OF STOCK.

Sec. 116.-New Certificate of Stock May Be Issued for Certificates Lost or Destroyed.

Every corporation may issue a new certificate of stock in the place of any certificate therefore issued by it, alleged to have been lost or destroyed, and the directors authorizing such issue of a new certificate may, in their discretion, require the owner of the lost or

destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, as indemnity against any claim that may be made against such corporation; a new certificate may be issued without requiring any bond when, in the judgment of the directors, it is proper so to do.

Sec. 117.-Proceedings in Case of Refusal to Issue New Certificate of Stock.

Whenever any corporation shall have refused to issue a new certificate of stock in place of one theretofore issued by it, or by any corporation of which it is the lawful successor, alleged to have been lost or destroyed, the owner of the lost or destroyed certificate, or his legal representatives, may apply to the district court of the county in which the principal office of the corporation is located for an order requiring the corporation to show cause why it should not be required to issue a new certificate of stock in place of the one so lost or destroyed; such application shall be by petition, duly verified, in which shall be stated the name of the corporation, the number and date of the certificate, if known or ascertainable by the petitioner, the number of shares of stock named therein and to whom issued, and a statement of the circumstances attending such loss or destruction; thereupon said court shall make an order requiring the corporation to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in place of the one described in the petition; a copy of the petition and order shall be served upon the president or other head officer of the corporation, or on the cashier, secretary or treasurer thereof, personally, at least ten days before the time designated in the order.

Sec. 118.-Court May Proceed in Summary Manner.

At the time and place specified in the order, and on proof of due service thereof, the court shall proceed in a summary manner and in such mode as it may deem advisable to hear the proof and allegations offered in behalf of the petitioner, or the corporation, or other interested party, relative to the subject matter of inquiry, and if upon such inquiry, the court shall be satisfied that the petitioner is the lawful owner of the number of shares of the capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed and cannot, after due diligence, be found, and that no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring the corporation or other party, within such time

as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares of the capital stock of the corporation, which shall be specified in the order as owned by the petitioner, and the certificate for which shall have been lost or destroyed; in making the order the court shall direct that the petitioner deposit such security, or file such bond in such form and with such security as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen; and the court may also direct publication of such notice, either preceding or suceeding the making of such final order, as it shall deem proper; any person who shall thereafter claim any rights under the certificate so lost or destroyed, shall have recourse to said indemnity, and the corporation shall be discharged from all liability to such person by reason of compliance with the order; and obedience to said order may be enforced by the court by attachment against the officers of the corporation, on proof of their refusal to comply with the same.

ARTICLE 13.-FEES ON FILING CERTIFICATES; SUNDRY PRO

VISIONS.

Sec. 119.-Fees on Filing Certificates.

On filing any certificate or other paper: relative to corporations, domestic or foreign (including all corporations which are required to file such certificate) in the office of the secretary of the territory, the following fees and taxes shall be paid to the secretary of the territory: For certificate of incorporation, ten cents for each thousand dollars of the total amount of capital stock authorized, but in no case less than twenty-five dollars; increase of capital stock, ten cents for each thousand dollars of the total increase authorized, but in no case less than twenty dollars; consolidating and merger of corporations, ten cents for each thousand dollars of capital authorized, beyond the total authorized capital of the corporations merged or consolidated, but in no case less than twenty dollars; extension or renewal of corporate existence of any corporation, the same as required for the original certificate of organization by this act; dissolution of corporation, change of name, change of nature of business, amended certificates of organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value or number of shares, twenty dollars; for filing a certificate to change the location of principal office, five dollars; for filing list of officers and directors, one dollar;

for all certificates not hereby provided for, five dollars: Provided, That a fee of five dollars shall be required to be paid by any religious or charitable association or society, or educational association, having no capital stock for filing their certificates of incorporation, and the usual fees for copies of the same.

Sec. 120.-Disposition of Fees.

The secretary of the territory shall turn over to the territorial treasurer the fees collected under the provisions of this act in the manner required by law: Provided, That the secretary shall retain for his own use the amount of such fees as are now provided by law; and for certified copies of documents he shall receive ten cents per folio of one hundred words including the certificate, to be retained for his own use and benefit.

Sec. 121. Surviving Incorporators May Designate Others for Organization.

When one or more of the incorporators of any corporation created by or under any general law of this territory, shall have died. before the corporation shall have been organized, pursuant to law, the survivor or survivors may in writing designate other persons who may take the place and act instead of those deceased, in the organization; and the organization so effected by their aid shall be as effectual in law as if it had been effected by all the original incorporators.

Sec. 122. Mutual Association May Create Capital Stock.

The members of any mutual association heretofore or hereafter incorporated, may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the rights and privileges of the stockholders therein. Sec. 123.-Secretary of the Territory to Compile and Publish List of

Corporations.

The secretary of the territory shall annually compile from the records of his office, and publish a complete list, in alphabetical order, of the original and amended certificates of incorporation filed during the preceding year, together with the location of the principal office of each in this territory, the name of the agent in charge thereof, the amount of the authorized capital stock, the amount with which business is to be commenced, the date of filing the certificate and the period for which the corporation is to continue.

Sec. 124.-Corporation May Lease Its Property and Franchises to Another Corporation.

Any corporation of this territory may hereafter, with the assent of two-thirds in interest of its stockholders, either in person or by proxy, lease its property and franchises to any corporation, and every corporation of this territory is hereby authorized to take the lease or any assignment thereof, for such terms and upon such conditions as may be agreed upon, and any lease or assignment, or both, heretofore made, are hereby validated: Provided, However, That nothing herein contained shall be construed to authorize any corporation which is now specifically prohibited by law or by its certificate of incorporation from leasing its property or franchises to do so.

Sec. 125.-Territorial Taxes Must Be Paid Before Dissolution.

No corporation organized under any law of this territory shall be dissolved by its stockholders until all taxes levied upon or assessed against such corporation under the laws of the Territory of New Mexico shall have been fully paid, and satisfactory proof to that effect shall have been annexed to and filed with the certificate of dissolution.

Sec. 126.-Shares of Stock May Be Taken and Sold on Execution.

Any share or interest of any corporation that is or may hereafter be incorporated under the authority of this territory, or incorporated or established under the authority of the United States, belonging to the defendant in execution, may be taken and sold by virtue of such execution, in the same manner as goods and chattels. The officer to whom such writ is directed shall levy the same by serving a copy of said writ upon the secretary, clerk, cashier, or other officer of the corporation having charge of its books, together with a notice that the stock of such corporation held by the defendant in execution named in the writ is levied upon thereunder and the service of such writ and notice as aforesaid shall constitute a valid levy upon all shares of stock in such corporation held by the execution defendant not actually transferred at the time of such service and every subsequent transfer thereof shall be void against the plaintiff in execution or any purchaser at a sale thereunder.

Sec. 127.-Officer Having Custody of Books to Give Certificate to Sheriff. The secretary, clerk, cashier, or other officer of such corporation, who has at the time the custody of the books of the corporation,