the district court may order the receiver to sell the same, clear of incumbrances, at public or private sale, for the best price that can be obtained, and pay the money into the court, there to remain subject to the same liens and equities of all parties in interest as was the property before sale, to be disposed of as the court shall direct. Sec. 88.-Receiver of Railroad, Public Work, Etc., May Sell or Lease Principal Work, Franchise, Etc.

Whenever a receiver of a corporation shall have charge of a canal, railroad, turnpike or other work of a public nature, in which the value of the work is dependent upon the franchise, and in the continuance of which the public as well as the stockholders and creditors have an interest, the receiver may sell or lease the principal work for the construction whereof the said corporation was or ganized, together with all the chartered rights, privileges and franchises belonging to it and appertaining to such principal work; and the purchaser or purchasers, lessee or lessees of such principal work, chartered rights, privileges and franchises, shall thereafter hold, use and enjoy the same during the whole of the residue of the term limited in the charter of said corporation, or during the term in such lease specified, in as full and ample a manner as such corporations could or might have use and enjoyed the same; subject, however, to all the restrictions, limitations and conditions contained in such charter: Provided, That nothing in this section contained shall be so construed as to apply to or in anywise affect any corporation authorized by law to exercise banking privileges.

Sec. 89.-Laborers and Workmen to Have First Lien on Assets. In case of the insolvency of any corporation the laborers and workmen, and all persons doing labor or service of whatever character, in the regular employ of such corporation, or furnishing material or supplies necessary for the actual operation of the business of such corporation or the betterment of its property, shall have a first and prior lien upon the assets thereof for the amount of wages due to them respectively for all labor, work and services done, performed or rendered, or material or supplies furnished, within four months next preceding the date when proceedings in insolvency shall be actually instituted and begun against such insolvent corporation.

Sec. 90.-Prior Liens; Exception.

Such lien shall be prior to all other liens that can or may be acquired upon or against such assets, except the lien and incumbrance of a chattel mortgage, recorded more than two months next pre

ceding the date when proceedings in insolvency shall have been actually instituted against such insolvent corporation, and except the lien and incumbrance of a chattel mortgage recorded within two months next preceding the date when proceedings in insolvency shall have been actually instituted against such insolvent corporation, for money loaned or for goods purchased within said period of two months.

Sec. 91.-Compensation of Receivers.

Before distribution of the assets of an insolvent corporation among the creditors or stockholders the district court shall allow a reasonable compensation to the receiver for his services and the costs. and expenses of the administration of his trust, and the costs of the proceedings in said court, to be first paid out of said assets.

Sec. 92.-Distribution, How Made.

After payment of all allowances, expenses and costs, and the satisfaction of all special and general liens upon the funds of the corporation to the extent of their lawful priority, the creditors shall be paid proportionally to the amount of their respective debts, excepting mortgage and judgment creditors when the judgment has not been by confession for the purpose of preferring creditors; and the creditors shall be entitled to distribution on debts not due, making in such case a rebate of interest, when interest is not accruing on the same; and the surplus funds, if any, after payment of the creditors and the costs, expenses and allowances aforesaid, and the preferred stockholders, shall be divided and paid to the general stockholders proportionally, according to their respective shares.

ARTICLE 8.-SERVICE OF PROCESS.

Sec. 93. Process Against Corporations of This Territory. In any personal action commenced against a corporation in any of the courts of this territory, the first process to be made use of may be a summons or writ of attachment, a copy whereof, shall be served on the president, or other head officer or agent in charge of its principal office in this territory, or left at his dwelling house or usual place of abode, at least the length of time now provided by law for the service of such process on individuals before its return; and in case the president or other head officer or agent cannot be found to be served with process, and has no dwelling house or usual place of abode within this territory, a copy of the summons or writ of attachment shall be served on the clerk or secretary of the corporation, if any there be, and if no clerk or secretary, then on one of its di

road and telegraph corporations having complied with the law shall have the same powers and be subject to all liabilities and duties as corporations of a like character organized under the laws of this territory; but they shall have no other or greater powers. And no foreign or domestic corporation established or maintained in any way for pecuniary profit of its stockholders or members shall purchase or hold real estate in this territory except as provided in this act and the laws of the territory now existing, and no corporation doing business in this territory, incorporated under the laws of any other state or territory shall be permitted to mortgage, pledge or otherwise incumber its real or personal property, situated in this territory, to the injury or exclusion of any citizen, citizens or corporations of this territory, who are creditors of such foreign corporation, and no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other state, shall take effect as against any citizen or corporation of this territory until all its liabilities due to any person or corporation in this territory at the time of recording such mortgage have been paid and extinguished.

Sec. 102.-Foreign Corporations to File Copy of Charter, Statement, Etc., Before Commencing Business.

Every foreign corporation, except banking, insurance and railroad corporations, before transacting any business in this territory, shall file in the office of the secretary of the territory a copy of its charter, or certificate of incorporation, certified by the proper authority of the territory, state or county of its creation, and a statement of the amount of its capital stock authorized and in the amount actually issued, the character of the business which it is to transact in this territory, and designating its principal office in this territory and an agent who shall be a domestic corporation or a natural person of full age actually resident in this territory, together with his place of abode, upon which agent process against said corporation may be served and the agency so constituted shall continue until the substitution, by writing, of another agent; upon the filing of such copy and statement, the secretary of the territory shall issue to such corporation a certificate that it is authorized to transact business in this territory, and that the business is such as may be lawfully transacted by corporations of this territory, and he shall keep a record of all such certificates issued.

Sec. 103.-Cannot Maintain Action Until Certificate of Secretary of the Territory is obtained.

Until such corporation so transacting business in this territory shall have obtained said certificate from the secretary of the territory, it shall not maintain any action in this territory, upon any contract made by it in this territory: Provided, That nothing herein shall prevent the enforcement of any contract made prior to the passage of this act, which it could have enforced prior thereto.

Sec. 104.-On Death of Agent, Another to Be Appointed; Penalty for Failure.

If said agent shall die, remove from the territory or become disqualified, such corporation shall forthwith file in the office of the secretary of the territory a written appointment of another agent, attested in the manner above provided, and in case of the omission to do so within thirty days after such death, removal or disqualification, then the secretary of the territory, upon being satisfied that such omission has continued for thirty days, shall, by entry on the record thereof, revoke the certificate of authority to transact business within this territory, and process against such corporation in actions upon any liability incurred within this territory before the designation of another agent, may, after such revocation, be served upon the secretary of the territory; at the time of such service the plaintiff shall pay to the secretary of the territory two dollars, to be included in the taxable costs of such plaintiff, and the secretary of the territory shall forthwith mail a copy of such process to such corporation at its general office or to the address of some officer thereof, if known to him.

Sec. 105.-Unlawful to Transact Business Until Authority is obtained.

Every foreign corporation transacting any business in any manner whatsoever, directly or indirectly, in this territory, without having first obtained authority therefor, as hereinabove provided, shall for each offense forfeit to the territory the sum of two hundred dollars, to be recovered with costs in an action prosecuted by the solicitor general in the name of the territory.

Sec. 106.-Attachment Against Foreign Corporation.

Attachments may issue against corporations not created or recognized as corporations and joint stock associations of this territory by the laws of this territory and not having qualified themselves to do business in this territory.

Sec. 107.-Service of Prerogative Writ Against Foreign Corporations. In any proceeding in any court of this territory against a foreign corporation requiring the use of any prerogative writ, such writ may be served upon the president, vice-president, secretary or other head officer, or any director, either personally or by leaving a copy at the dwelling house or usual place of abode of such officer or director, or upon any general agent, attorney, solicitor, superintendent or manager of such corporation.

Sec. 108.-How Writs May Be Enforced Upon Failure to Make Return. In case any such corporation, after the service of any writ, as aforesaid, shall neglect or refuse to make a proper return thereto, or shall neglect or refuse to obey the command of any such writ, when issued upon any judgment, order or decree of the supreme court or any of the district courts of this territory, and served as aforesaid, within the time prescribed by such writ, said court may enforce such writs by attachment or sequestration of the property, rights and credits of the corporation within this territory.

ARTICLE 11.-MERGER OF CORPORATIONS.

Sec. 109.-Corporations of This Territory May Merge and Consolidate. Any two or more corporations organized under any law or laws of this territory for the purpose of carrying on any kind of business of the same or a similar nature may merge or consolidate into a single corporation, which may be either one of said merging or consolidating corporations, or a new corporation to be formed by means of such merger and consolidation.

Sec. 110.-Consolidation or Merger; How Made.

The consolidation or merger shall be made under the conditions, provisions, restrictions, and with the powers hereinafter mentioned. I. The directors of the several corporations proposing to merge or consolidate may enter into a joint agreement under the corporate seals of the respective corporations, for the merger or consolidation of said corporations, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation (if one shall be so formed or created), or of the consolidated corporation, as the case may be; the number, names and places of residence of the first directors and officers of such new or consolidated corporation (who shall hold their offices until their successors be chosen or appointed, either according to law or according to the by-laws of the said corporation); the num