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period is fixed in the articles, or they are sooner dissolved by three-fourths vote of all the members thereof, or by act of the general assembly, or by operation of law. [22 G. A., ch. 87; 21 G. A., ch. 71; C. '73, §§ 1070, 1091, 1096, 1101; R., §§ 1185, 1187, 1190-1, 1194, 1198; C. '51, § 708.]

Sec. 1644. For agricultural, horticultural, and cemetery purposes. Corporations organized for agricultural or horticultural purposes, and cemetery associations, shall not own to exceed nine sections of land, and the improvements and necessary personal property for the proper management thereof; and the articles of incorporation shall provide a mode by which any member may at any time withdraw therefrom, and also the mode by determining the amount to be received by such member upon withdrawal, and for the payment thereof to him, subject to the right of creditors of the corporation; and their duration shall be without limit, unless terminated by act of the general assembly. [C. '73, § 1070; R., § 1185.]

Sec. 1645. Dividend. No dividend nor distribution of property among the stockholders shall be made until the dissolution of the corporation. [C. '73, § 1093; R., § 1188; C. '51, § 710.]

Sec. 1646. Degrees conferred. Corporations of an academical character may confer the degrees usually conferred by such institutions. [C. '73, § 1094; R., § 1189; C. '51, § 711.]

Sec. 1647. Trustees or managers. Such corporation may, annually or oftener, elect from its members its trustees, directors or managers, at such time and place and in such manner as may be specified in its by-laws, who shall have the control and management of its affairs and funds, a majority of whom shall constitute a quorum for the transaction of business. When a vacancy occurs in its governing body, it shall be filled in such manner as shall be provided by the by-laws. When the corporation consists of the trustees, directors or anagers of any benevolent, charitable, scientific or religious institution which is or may be established in the state, and which is or may be under the patronage, control, direction or supervision of any synod, conference, association, or other ecclesiastical body in any state established agreeably to the laws thereof, such ecclesiastical body may nominate. and appoint such trustees, directors or managers, according to the usages of the appointing body, and may fill any vacancy which may occur among them; and when any such institution may be uder the patronage, control, direction or supervision of two or more of such synods, conferences, associations or other ecclesiastical bodies, they may severally nominate and appoint such proportion of such trustees, directors or managers as shall be agreed upon by the bodies immediately concerned, and any vacancy occurring among such appointees last named shall be filled by the

synod, conference, association or body having appointed the last incumbent. [C. '73, § 1097; R., § 1195.]

Sec. 1648. Academical-meetings. Any corporation of any academical character, the membership of which shall consist of lay members and pastors of church, delegates to any synod, conference or council holding its annual meetings alternately in this and one or more adjoining states, may hold its annual meetings for the elections of officers and the transaction of business in any adjoining state, at the place where such synod, conference or council holds its annual meeting; and the election and business trasacted shall be of the same effect as if held and transacted at its place of business in this state. [C. '73, § 1089.]

Sec. 1649. Election of officers. If an election of trustees, directors or managers shall not be made on the day designated by the by-laws, the society for that cause shall not be dissolved, but such election may take place on any other day directed in the by-laws. [C. '73, § 1099; R., § 1196.]

Sec. 1650. Reincorporation. The trustees, directors, or members of any corporation organized under this chapter may reincorporate the same, and all the property and rights thereof shall vest in the corporation as reincorporated. [C. '73, § 1102; R., § 1199.]

Sec. 1651. Changing name. Any corporation organized under this chapter may change its corporate name or amend its articles of incorporation by a vote of a majority of the members, in such manner as may be provided by its articles. If the trustees, directors or managers of such corporation are appointed by two or more synods, conferences, associations or other ecclesiastical bodies, such amendment or change shall not be made without the concurrence of a majority of those appointed by each such body. [15 G. A., ch. 40, §§ 1, 2.]

Sec. 1652. Record-effect. The change or amendment provided for in the preceding section shall be recorded as the original articles are recorded. From the date of filing such change or amendment for record, the provisions of the previous section having been complied with, the change or amendment shall take effect as a part of the original articles, and the corporation thus constituted shall have the same rights, powers and franchises, be entitled to the same immunities, and liable upon all contracts to the same extent, as before such change or amendment. [Same, §§ 3, 4.]

CHAPTER 105. LAWS OF 33 G. A.

CORPORATIONS TO MAKE ANNUAL REPORT AND PAY ANNUAL FEE TO SECRETARY OF STATE.

AN ACT requiring all corporations doing business within the state to make an annual report and pay an annual license fee to the secretary of state, and amending section sixteen hundred twelve (1612) of the supplement to the code, 1907.

Section 1. Annual report—what to contain. Any corporation, organized under the laws of this state or under the laws of any other state, territory or any foreign country, which has complied with the laws of this state relating to the organization of corporations and secured a certificate of incorporation or permit to transact business in this state, and any corporation that may hereafter organize and become incorporated under the laws of this state, and shall secure a certificate of incorporation or permit to transact business in this state, and any foreign corporation that may hereafter comply with the laws of this state relating to foreign corporations and secure a permit to transact business within this state, shall, between the first day of July and the first day of August of each year, make an annual report to the secretary of state, said report to be in such form as he may prescribe, upon a blank to be prepared by him for that purpose, and such report shall contain the following information :

1. Name and postoffice address of the corporation.

2. The amount of capital stock authorized.

3. The amount of capital stock actually issued and outstanding.

4. Par value of such stock, designating whether preferred or common stock, and amount of each kind.

5. The names and postoffice addresses of its officers and directors and whether any change of place of business has been made during the year previous to making said report.

Sec. 2. Report signed and sworn to-annual permit. The report required by section one (1) of this act shall be signed and sworn to by an officer of the corporation and when filed with the secretary of state shall be accompanied by the fee required in section three (3) hereof and also by an application for a permit. to be issued to said corporation under the provisions of this act; said permit to be in such form as the secretary of state may pre

scribe and which shall be in force and effect for one year from and after the first day of July of the year in which it is issued, except that where the term of a corporate existence shall expire in less than a year from the first day of July aforesaid, then said permit shall be issued for such unexpired term only, provided, however, that any corporation organized under the laws of this state, and any foreign corporation filing a certified copy of its articles of incorporation after the first day of April of any year, shall be exempt from the provisions of this act for the period ending one year from the first day of July following, after which it shall be subject to all the provisions of this act.

Sec. 3. Annual fee. Every corporation whose corporate period has not expired, which has heretofore obtained, or may hereafter obtain, a certificate of incorporation or permit under the provisions of chapter one (1) of title nine (9) of the code to transact business in this state as a corporation, whether the same be a domestic or a foreign corporation, shall pay to the secretary of state an annual fee in the sum of one dollar ($1.00).

Sec. 4. Failure to report and pay fee-penalties. Any corporation organized under the laws of this state, and any foreign corporation authorized to do business in this state, which shall fail to make the report and pay the annual fee provided for in this act, and within the time required in section one (1) hereof, shall incur the following penalties beginning with the month of September and dating from the first day thereof towit: For the month of September the sum of two dollars ($2.00), for the month of October the sum of four dollars ($4.00), for the month of November the sum of six dollars ($6.00), for the month of December the sum of eight dollars ($8.00), and for each month thereafter the sum of ten dollars ($10.00). If on the first day of May following, such corporation shall not have filed the annual report and paid the annual fee, together with all monthly penalties due at the time of filing said report and paying said fee, the secretary of state shall furnish to the attorney-general a list of delinquent domestic corporations and he may direct the county attorney of the county in which the corporation has its principal place of business to bring suit for the collection of the fee and penalties then due, or may bring such action himself. Any domestic corporation may, prior to the first day of May, 1910, and the first day of May of any subsequent year, escape the payment of fee and penalties by dissolving the corporation and filing with the secretary of state a proof of publication of notice of dissolution. Any foreign corporation that shall fail to make the annual report and pay the annual fee and penalties that may be due shall thereby forfeit its right to do business within this state.

Sec. 5. List of delinquent corporations. During the month of Augsut of each year the secretary of state shall prepare a list of all delinquent corporations and file the same in his office, and on

or before the first day of September he shall send by registered mail to each delinquent a notice of such delinquency and of the penalties provided in section four of this act, and that if the annual report required is not filed and the annual fee paid, together with penalties due, on or before the last day of April, that on the first day of May following, notice of such delinquency will be filed with the attorney-general who may cause action to be brought for the collection of the fee and penalties due the state.

Sec. 6. Declaration of forfeiture and cancellation. On the first day of May following the date of the notice provided for in section five (5) of this act, all foreign corporations that have not complied with the provisions of this act shall forfeit the right to transact business in this state and a declaration of forfeiture and cancellation shall be entered upon the margin of the record of the certified copy of the articles of incorporation of such company in the office of the secretary of state or in such other record as the secretary of state may provide.

Sec. 7. Not applicable to banks and certain other corporations. Nothing in this chapter shall be construed as imposing an annual fee or requiring a report from any corporation organized for religious, educational, scientific or charitable purposes or other corporations organized under chapter two (2) of title nine (9) of the code, or of any corporation engaged in the banking busi

ness.

Sec. 8. List of live corporations-file with county recorder. After the first day of November and not later than the first day of January of each year, the secretary of state shall compile an alphabetical list of the domestic and foreign corporations that have complied with the provisions of this act, together with postoffice address, and mail a copy thereof to each county recorder in this state, who shall file the same in his office.

Sec. 9. Secretary of state to notify corporations. It shall be the duty of the secretary of state between the first day of May and the first day of July of each year to notify all corporations whose corporate period has not expired, or, that have not dissolved according to law, that are subject to the provisions of this act, of the requirements herein made, enclosing therewith a blank form of report and application as herein provided; and the mailing of said notice at Des Moines, Iowa, addressed to the corporation at its postoffice address as shown by the records of his office shall be deemed a full, complete and legal notice for the purpose of this act.

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