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capital stock at any time remaining unsubscribed, in such man: ner as the by-laws may prescribe. They shall cause a record to be kept of all stock subscribed and transferred, and of all business transactions, and their books and records shall at all reasonable times be open to the inspection of any and every stockholder. They shall also, when required by one-third of the stockholders thereof, present reports in writing of the situation and amount of business of the corporation, and declare and make such dividends of the profits from the business of the corporation as they shall deem expedient, or as the by-laws may prescribe. [Id., § 1282.]
Sec. 38. The directors or trustees may adopt by-laws for the government of the corporation; but such by-laws may be altered, changed or amended by a vote of the stockholders, at an election to be ordered for that purpose by the directors or trustees, on the written application of a majority of the stockholders or inembers.* [Id., $ 1278.]
SEC. 39. Whenever the full amount of the capital stock of a corporation having a capital stock shall not have been already subscribed in good faith, the directors or trustees named in the charter, or a majority of them, shall within three months after the filing of the charter cause books to be opened for receiving subscription to the capital stock of the corporation, at such time or times and at such place or places as they may determine, after having given at least thirty days' notice in a newspaper pub lished or generally circulated in one or more counties where books of subscription are to be opened, of the time and place of opening books, which books shall be kept open till the whole amount of capital stock is subscribed.+ [Id., 1275.]
Sec. 40. The board of directors or trustees of any corporation may require the subscribers to the capital stock of the cor
*As to mutual insurance companies, see § 380.
As to subscription books of insurance companies, see § 298 of this compilation.
poration to pay the amount by them respectively subscribed, in such manner and in such installments as may be required by the by-laws.* [Id., $ 1289.]
SEC. 41. If any stockholder shall neglect to pay any installment as required by the board of directors or trustees, the directors or trustees may declare his stock and all previous payments forfeited to the use of the company; but no stock shall be forfeited until the directors or trustees have caused a notice in writing to be served on him personally, or by depositing the same in the postoffice, properly directed to him at the postoffice nearest his usual place of residence, stating that he is required to make such payment at the time and place specified in said notice, and that if he fails to make the same his stock and all previous payments thereon will be forfeited for the use of the company, which notice may be served as aforesaid, at least thirty days previous to the day on which such payment is required to be made.+ [Id., § 1290.]
Directors Individually Liable.-SEC. 42. If the directors of any corporation shall knowingly declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted, as long as they shall respectively continue in office. The amount for which they shall all be so liable shall not exceed the amount of such dividend; and if any of the directors shall be absent at the time of making the dividend, or shall object thereto at the time such dividend is declared, and shall file their objections in writing with the secretary or other officer of the corporation having charge of the books, they shall be exempted from the said liability. [Id., $ 1292.]
*As to banks, see post, g 91.
#As to bank stock, see g 94 of this compilation.
Treasurer to Keep Office and Funds in State.SEC. 43. All corporations or joint-stock companies of every description, whether organized and acting under a special charter or the general law of the state, shall keep the office of their treasurer, or other officer or person keeping the funds, earnings or income of the corporation, within this state, and all earnings, income, profits and moneys collected by any corporation or jointstock company operating under the law of this state, until the same is disbursed or divided by the directors or other officers authorized to make division. [Id., $ 1306.]
IV. POWERS OF DOMESTIC CORPORATIONS.
In General.* _ Sec. 44. Every corporation, as such, has power
First, To have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years.
Second, To maintain and defend judicial proceedings.
Third, To make and use a common seal, and alter the same at pleasure.
Fourth, To bold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require; and also to take, hold and convey such other property, real, personal or mixed, as shall be requisite for such corporation to acquire, in order to obtain or secure the payment of any indebtedness or liability due to or belonging to the corporation.
Fifth, To appoint and remove such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.
Sixth, To make by-laws, not inconsistent with existing laws, for the management of its property, the regulation of its affairs, and for the transfer of its stock.
Seventh, To enter into any obligation or contract essential to the transaction of its ordinary affairs.
Eighth, To increase or diminish by a vote of its stockholders, cast as its by-laws may direct, the number of its directors or
*A corporation has no powers except such as are granted or necessarily implied by its charter. (Town Co. v. Morris, 43 Kan. 282, 283.)
A corporation is clothed everywhere with the powers given by its charter, and has the capacity to carry on its business and extend its operations in other states and countries so long as it does not depart from the terms of the charter under which it was created. (A. T. & S. F. Rld. Co. v. Fletcher, 35 Kan. 236.)
† See ante, $ 18. a later act, requiring a two-thirds vote of stockholders.
trustees, to be not less than three nor more than twenty-four, and may in like manner change its corporate name, without in anywise affecting its rights, privileges, or liabilities. [G. S. 1901, § 1269.]
May Convey Lands.- Sec. 45. Any corporation may convey lands by deeds, sealed with the common seal of the corporation and signed by the president, vice-president, or presiding member or trustee of said corporation; and such deed, when acknowledged by such officer to be the act of the corporation, or proved in the same manner provided for other conveyances of lands, may be recorded in like manner and with the same effect as other deeds. And that all deeds purporting to convey real estate, provided by this section, and heretofore signed and acknowledged by the vice-president of such corporation and sealed as herein stated, shall have the same force and effect as if the same had been signed by the president thereof. [Id., $ 1308.]
May Borrow Money.- Sec. 46. Corporations shall have power to borrow money on the credit of the corporation not exceeding its authorized capital stock, and may execute bonds or promissory notes therefor, and may pledge the property and income of the corporation: Provided, however, That the provisions of this section shall not apply to the debentures or bonds of any loan or trust company, duly incorporated under the provisions of this chapter, the payment of which debentures or bonds shall be secured by a transfer of real estate or by other securities for the benefit and protection of purchasers of said debentures or bonds; such collaterals to be at least equal in amount to the par value of such bonds or debentures, and all real-estate mortgage securities to be first liens on the property on which loans are made. [Id., $ 1274.]
May Sue for Debts Due from Members.- Sec. 47. All bodies corporate may sue for, recover and receive from their respective members all arrears or other debts, dues and other demands which now are or may hereafter be owing to them, in