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by the president before an officer authorized to take acknowledgment of deeds, shall be filed in the office of secretary of state, and upon the filing of the same the charter of such corporation shall be deemed to be amended accordingly; and a copy of such certificate, showing the date of filing thereof, duly certified by the secretary of state, shall be taken and accepted in all courts and places as evidence of such decrease: Provided, No banking corporation shall decrease its capital stock below the minimum provided by law. [Laws 1903, ch. 151, § 1.)

SEC. 25. The decrease of capital stock provided for in sex tion 1 of this act may be effected by retiring or reducing any class of the stock, or by the surrender by every shareholder of his shares, and the issuance to him in lieu thereof of a decreased number of shares, or by reducing the par value of shares. When any corporation shall decrease the amount of its capital stock, as hereinbefore provided, it shall cause the certificate of decrease to be published at least once each week for three consecutive weeks in some newspaper published in the county where the principal office of the corporation is located, and qualified under the law to publish notice of summons in civil actions, but in case no such newspaper is published in such county, then in some newspaper published in this state and of general circulation in such county; the first publication of such notice to be made within fifteen days after the filing of such certificate with the secretary of state. And in default of such publication the directors of the corporation shall be jointly and severally liable for all debts of the corporation contracted after the filing of such certificate with the secretary of state and be fore the publication of the same, and the stockholders shall also be liable for such sums as they may have respectively received of the amount so reduced: Provided, No such decrease of capital stock shall release the liability of any stockholder for debts of the corporation contracted prior to such decrease. [Id., $ 2.]

Sec. 26. The certificate of decrease provided for in this act

shall be filed by the secretary of state and recorded by him in a suitable record, and he shall collect from such corporation a fee of two dollars and fifty cents therefor when the same contains not to exceed ten folios, and an additional fee of twentyfive cents for each folio in excess of ten contained in such certificate; and such fee shall entitle the corporation to a duly certified copy of such certificate, showing the date of the filing thereof. [Id., $ 3.]

SEC. 27. All acts and parts of acts in conflict with this act are hereby repealed. [Id., § 4.]

Extending Duration. *-Sec. 28. The duration of any corporation may be continued, and its corporate existence extended, under and subject to the general laws of this state, for successive periods of twenty years, or for such length of time as may be stated in its certificate therefor, by the filing with the secretary of state, at any time, a certificate of its desire and intention to extend its time of existence as aforesaid, signed and duly acknowledged before some proper officer, by the president and secretary of such corporation, after being authorized by its board of directors or its trustees, and approved by two-thirds of its stockholders, in writing, or by a two-thirds vote of its stockholders present at any meeting duly and legally called and held for that purpose; and thereupon, and from the date of the filing of said certificate, the time of the existence of such corporation shall be continued and extended for a further period of twenty years, or for such period as may be set forth in said certificate, with all the powers, rights, and franchises, and subject to all the duties and obligations, of corporations of its class by the general laws of this state: Provided, That nothing herein contained shall be held or construed to extend or continue to any corporation organized or existing under any special charter or any general or special law of the territory of Kansas any special franchise, privilege, immunity, or exemption not possessed by corporations

*As to building and loan associations, see $ 178 of this compilation.

crganized under the general law; but by accepting or availing itself of the provisions of this act, any such corporation shall be deemed and held to waive and surrender any and all such special franchises, privileges, immunities and exemptions. [G. S. 1901, § 1284.]

Must Apply to Charter Board.--Sec. 29. Any corporation applying for a renewal of its charter shall comply with all the provisions of this act in like manner and to the same extent as is herein provided for the chartering and organizing of new corporations. [Id., latter part of $ 1264.]

Consolidation Charter Fee.*--Sec. 30. In case of the consolidation of existing corporations into a corporation, such new corporation shall be required to pay to the state treasurer the charter fee herein provided for only upon the amount of its capital stock in excess of the aggregate amount of capital stock of said corporations upon which such fee has once been paid. [Id., § 1266.]

* For consolidation provisions, see Gen. Statutes 1901, $ 5870. The provisions do not relate to corporations generally, and are therefore not inserted in this compilation.

III. ORGANIZATION AND MANAGEMENT.

Officers.--Sec. 31. The directors or trustees shall choose one of their number president, and shall appoint a secretary and treasurer of the corporation. The directors or trustees, before entering upon their duties, shall each take an oath or affirmation faithfully to discharge the duties of his office. * [G. S. 1901, $ 1277.]

Sec. 32. A majority of the directors or trustees shall constitute a quorum, and be competent to fill vacancies in the board and to transact all business of the corporation. [Id., part of & 1276.]

Annual Elections. - SEC. 33. An annual election shall be lield for directors or trustees, at such time and place as the bylaws of the corporation may require. In all corporations for profit, and in all corporations where the charter authorizes the issuance of capital stock, the directors shall be selected from the stockholders. [Id., § 1276.] Every corporation created by or existing under the laws of this state shall have at least three of its directors citizens and residents of this state. [Id., $ 1293.]

SEC. 34. In case it should happen that an election for directors or trustees should not be held on the day appointed by the by-laws of any corporation formed under the provisions of this act, such corporation shall not for that reason be deemed to be dissolved, but it shall be lawful on any other day to hold a meeting and elect its directors or trustees in such manner as shall be prescribed by the by-laws thereof. [Id., § 1280.]

Sec. 35. The stock of any corporation created under this act

*As to insurance companies, see $$ 306, 374, 420.

† Corporate meetings held outside of the state which grants the charter, are void. (Land Grant Ry. Co. v. Comm'rs Coffey Co., 6 Kan. 253 — opin

shall be deemed personal estate, and shall be transferable only on the books of the corporation, in such manner as the by-laws may prescribe; and no person shall at any election be entitled to vote on any stock unless the same shall have been standing in the name of the person so claiming to vote, upon the books of the corporation, at least thirty days prior to such election; but no shares shall be transferred until all previous assessments thereon shall be fully paid. [Id., $ 1286.) Sec. 36. In all elections for directors or trustees of

any

incorporated company, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares so held by him or her in said company, multiplied by the number of directors or trustees to be elected at such election, and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, and such directors or managers shall not be elected in any other manner: Provided. however, That in the election of directors or trustees of coöperative associations that have or may hereafter by their by-laws so determine, no stockholder shall be allowed to cast more than one vote, multiplied by the number of directors or trustees of any such association.* [Id., $ 1288.]

Powers and Duties of Directors.-- SEC. 37. The directors or trustees shall have the general management of the affairs of the corporation, and may dispose of the residue of the

*“ Every corporation created by or existing under the laws of this state

shall have at least three of its directors citizens and residents of this state." (See $ 79.) In all elections for directors of a Kansas corporation, at least three of the members chosen must be residents of this state. “ The statute is positive and mandatory, and its requirements cannot be overlooked. It forms a part of the law relating to the qualifications and election of directors in private corporations, which stockholders must observe and the authorities should enforce.” This provision and that providing for cumulative voting must be construed together, and a method of cumulative voting must be adopted which will elect at least three resi. dent citizens. (Horton v. Wilder, 48 Kan. 222, 225, 227.)

† As to management of banks, see 96 of this compilation.

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