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lent or other society, association, company, corporation, or institution, that does not have a capital stock, will be required in its charter to make any statement of the amount of capital stock or amount of each share; but such charter, if it contains the other statements therein required, and also an estimate of the value of the goods, chattels, lands, rights and credits owned by the corporation, will be sufficient. [Id., $ 1377.]
Beginning of Existence.-- Sec. 15. The existence of the corporation shall date from the time of filing the charter, and the certificate of the secretary of state shall be evidence of the time of such filing. * [Id., § 1258.]
Name of Corporation.— Sec. 16. That the corporate rame of every corporation hereafter organized (except banks, and corporations not for pecuniary profit) shall commence with the word "the" and end with the word “corporation," "company,” “association,” or “society," and shall indicate by its corporate name the business to be carried on by said corporation. [Id., § 1254.]
Charter Fee.t- Sec. 17. Each corporation which has received authority from the charter board to organize shall, before filing its charter with the secretary of state, as provided by law, pay to the state treasurer of Kansas, for the benefit of the perma
The corporate existence dates from the filing of the charter, but it is not a complete organization, authorized to transact business, when subscription books have not been opened and no stock has been subscribed, nor until a full and complete organization has been effected in accordance with the requireinents of the statute. (Walton v. Oliver, 49 Kan. 107; Coal Co. v. Settle, 54 Kan. 424.)
Where the organization is never completed and no capital stock ever subscribed, the directors named in the charter are personally liable for liabilities or debts incurred by them in the corporate name. (Walton v. Oliver, 49 Kan. 107.)
A corporation has no existence till the charter has been filed, and the directors named in the charter incur no liability until after that time. (St. L. Ft. S. & W. Rid. Co. v. Tiernan, 37 Kan. 606.)
† Not required of building and loan associations. See $ 193 of this compilation. As to foreign corporations, see Part III.
nent school fund, a charter fee of one-tenth of one per cent. of its authorized capital upon the first one hundred thousand dollars of its capital stock, or any part thereof; and upon the next four hundred thousand dollars, or any part thereof, one-twentieth of one per cent.; and for each million, or major part thereof over and above the sum of five hundred thousand dollars, two hundred dollars. The treasurer shall execute his receipt there for in triplicate, one of which receipts shall be delivered to the party making the payment, one to the auditor of state, and the other shall be indorsed upon the charter; and it shall be unlawful for the secretary of state to file or accept for filing any cliarter or to issue a certified copy of any charter of any corporation required by the provisions of this act to pay a charter fee which does not have such receipt for the proper fee indorsed thereon by the state treasurer.
In addition to the charter fec herein provided, the secretary of state shall collect a fee of two dollars and fifty cents for filing and recording each charter con taining not to exceed ten folios, and an additional fee of twentyfive cents for each folio in excess of ten contained in any charter. The fee for filing and recording a charter shall also entitle the corporation to a certified copy of its charter. [Id., $ 1264.]
II. HOW CHARTERS MAY BE AMENDED.
Generally.-- Sec. 18. Any corporation organized or existing under the provisions of this act may, within the limits of this act, amend its charter in any of the parts thereof; but in any such case such charter shall be so amended only when authorized by a two-thirds vote of the stockholders of such corporation at a meeting held in conformity with the by-laws thereof; and as so amended such charter shall be subscribed by the directors or trustees thereof, and acknowledged by not less than three thereof, who shall be citizens of this state, before an officer duly authorized to take acknowledgments of deeds, and thereupon filed and recorded in the same manner and with like effect as now provided in cases of original charters under provisions of this act.* (G. S. 1901, part of $ 1254.]
Increase of Number of Directors.- SEC. 19. All corporations heretofore created and now in existence under any law of this state are hereby authorized to increase the number of directors or trustees of any such corporation. Id., $ 1279.]
When Change Takes Effect.— SEC. 20. Such change of l'ame, or number of directors or trustees, shall take effect and be in force from the date at which the president or secretary of the corporation shall file with the secretary of state an affidavit -etting forth the name adopted, or the number of directors or trustees fixed, together with the date at which such change in riame or number of directors or trustees was voted by the stockholders of such corporation. [Id., $ 1271.
Notice of Change.-- SEC. 21. When the name of a corporation shall have been changed, as provided in this article, notice
The directors cannot change the charter number of shares nor their par value.
(Tschumi v. Hills, 6 Kan. App. 549.)
of such change shall be immediately thereafter published by the president or other chief officer of the corporation, for six successive weeks, in some newspaper printed and published in the county in which the principal office of the corporation is located, and if there be no newspaper printed and published in such county, then in some newspaper having a general circulation therein. [Id., § 1272.]
Increase of Capital Stock. * - Sec. 22. Any corporation anay increase its capital stock to any amount not exceeding three times the amount of its authorized capital, by a vote of the stockholders in conformity with the by-laws thereof; or such corporation may increase its capital stock to any amount by a vote of the stockholders in conformity with the by-laws thereof, by an actual bona fide additional paid-up cash subscription thereto, cqual to the amount of such increase; and if a majority of the stockholders shall vote for the increase of stock, the same may be increased by the board of directors, trustees, or other business inanager of such corporation; and upon such increase of stock being made in accordance with the by-laws, the date and amount of such increase shall be certified to the secretary of state by the directors or trustees, and from the time such certificate is filed the increase of stock shall become a part of the capital thereof. Such certificate shall be filed and recorded in the same manner as the charter: Provided, That coöperative associations organized under the provisions of this act may, in the manner hereinhefore provided, further increase their capital stock to any amount not exceeding one hundred thousand dollars. [id., $ 1273:]
Fee for Increase of Stock.-- Sec. 23. When any corporation doing business in this state shall hereafter increase its authorized capital stock, it shall pay to the state treasurer, for the benefit of the permanent school fund, a fee of one-tenth of one per cent. of the increase of its capital upon the first one
* As to insurance companies, see $$ 309, 350, of this compilation.
hundred thousand dollars, or any part thereof; and upon the next four hundred thousand dollars, or any part thereof, onetwentieth of one per cent. of such increase of capital; and for each one million or major part thereof of such increase of capital over and above the sum of five hundred thousand dollars, a fee in the sum of two hundred dollars; and shall, in addition thereto, pay to the secretary of state the sum of two dollars and fifty cents for filing and recording the amendment or certificate authorizing such increase, and the sum of two dollars and fifty cents for a certified copy thereof; and the secretary of state shall not file, record or certify to such increase of the authorized capital stock of any such corporation until all of the provisions of this act and the act of which it is amendatory have been fully complied with. [Id., $ 1265.]
Decrease of Capital Stock.*--Sec. 24. Any corporation created under the laws of the state of Kansas, and not now having authority under the laws of said state to decrease its capital stock, shall have power and is hereby authorized to decrease the amount of its capital stock as provided in this act. The president of the corporation shall, upon request of the holders of one-fourth of the outstanding stock of the corporation, and the board of directors may, without such request, if they deem it advisable, call a meeting of the stockholders for the purpose of determining whether the amount of the capital stock shall be decreased. Notice of such meeting shall be given to the stockholders in the manner and time provided by the bylaws, and in the absence of such provision ten days' notice thereof shall be given to the stockholders personally or by mail. If at such meeting not less than two-thirds of the outstanding stock, or, if such stock be of different classes, then two-thirds of the stock of each class, be voted in favor of such decrease, a certificate of such decrease, under the corporate seal, signed by the president and secretary of the corporation and acknowledged
*As to stock of insurance companies, see g 356.