business, not to exceed one hundred acres, and may also take and hold such real estate as may be mortgaged to it to secure any debt, not to exceed in value the sum of fifty thousand dollars.

3489d. Directors-Quorum-President. § 4. The business of such company shall be managed by not less [than] three nor more than eleven directors, who shall be stockholders therein and residents of the United States, a majority of whom shall also be residents of the state of Indiana, and a majority of the directors chosen shall be a quorum; such directors, after one year from the organization of the company, shall be elected by the stockholders annually, and the directors thus chosen or first appointed shall elect the president thereof.

3489e. Secretary and treasurer-Oath. § 5. The directors of such company shall annually elect a secretary and treasurer, who shall respectively give bond with security, as shall be required by the by-laws, and be sworn to the faithful discharge of the duties assigned to each of them: Provided, that said directors may, if they deem proper, elect one person to discharge the duties of secretary and treasurer. Absent stockholders may vote by proxy, and each share of stock shall entitle the owner thereof to one vote. All officers shall serve until their successors are elected and qualified.

3489f. Capital stock. § 6. The amount of capital stock shall be fixed by the company, but may be increased by a vote of the stockholders at any annual meeting; and, in like manner any company which may have been incorporated in this state for any of the purposes contemplated in said act, with a fixed amount or limitation of capital, may increase its capital stock by a vote of the stockholders at any annual meeting, and such capital stock shall be divided into shares of not more than fifty dollars each.

3489g. Stock personalty-Transfer. §7. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as the by-laws may prescribe.

3489h. Stock, payment for. § 8. The capital stock, as fixed by such company, may be paid in money or property, and shall be paid within eigh teen months from the time of the incorporation in such instalments and in such manner as the by-laws of the company may assess or direct: Provided, however, that when stock is paid in property the articles of incorporation shall recite such fact.

34891. Stock, sale of, for unpaid sums. § 9. If the proprietor of any share shall fail to pay the sum assessed thereon for the period of thirty days after the time appointed for the payment thereof, the treasurer of the company may bring suit for the recovery of the same; or, by giving three weeks' notice in a newspaper printed in the county, if any (otherwise by posting such notices in three or more public places), may sell at public auction a sufficient number of shares of such delinquent proprietor to pay all assessments due from him, with all necessary and incidental charges; and a deed of the shares so sold shall transfer the same to the purchaser and entitle him to a certificate therefor.

3489j. Stock paid up, certificate recorded. § 10. The president and directors, within thirty days after the payment of the last instalment of the capital stock, shall make a certificate stating the amount of capital so fixed and paid in and how paid; which certificate shall be signed by the president and a majority of the directors; and they shall, within the said

thirty days, file the same for record in the office of the clerk of the circuit court in the proper county. If said capital stock shall have been increased, as provided in section six, and the last instalment of such additional stock is paid in, then such officers, within the time named, shall make a certificate and cause it to be recorded as above.

3489k. Stock, reduction of. § 11. Every such company may, by a vote of its stockholders, at any meeting called for that purpose, reduce the capital stock of the same. In such case, a certified copy of the vote shall, within thirty days thereafter, be filed in the office of the clerk of the circuit court in which the original certificate was filed; and the same shall, in like manner, be recorded; and also a duplicate of the same in the office of the secretary of state; and, in default thereof, the directors of such company shall be jointly and severally liable for the debts contracted after the said thirty days and before the record of such vote.

34891. Powers. 12. Every corporation organized under this act shall have full power and authority, from time to time, to borrow or raise money upon its own credit for the purpose of accomplishing the end for which the corporation is organized; and, as means of borrowing or raising money and as evidence of the transaction, such company may issue its corporate bonds or promissory notes, and to secure the payment of such bonds or notes, with interest, may mortgage any or all of its property, including its franchise, and may by its president, or other officers or agents dispose of, or sell or negotiate such bonds or notes, at such times and at such places within or without this state, and at such rate and for such prices, as in the opinion of such company will best advance its interest. ARTICLE 6-HORTICULTURAL.

3490. How formed, and powers. 1. Associations of persons for horticultural purposes, whether State, District or County Associations, may become incorporated in the manner following: An association of persons, known as a State Horticultural Society, may become incorporated by depositing in the office of the Secretary of State a certified copy of the articles of association, with the name assumed, and a description and an impress of the seal adopted by such association. An association of persons, known as a District or County Horticultural Association, may become incorporated by depositing in the office of the Recorder of the county where such association is organized a statement, under the seal of a State Horticultural Association, showing that such District or County Association was organized for horticultural purposes, and is entitled to representation in such State Horticultural Association at its annual and official meetings, and that such District or County Association has consented to elect at least one delegate to represent such association in the annual and official meetings of such State Horticultural Society, and, at the same time, deposit in said office the name by which said association shall be known, with a description of the seal adopted; which statement, so deposited with such Recorder, shall be, by him, recorded in the miscellaneous record, for which he may charge and collect the sum of fifty cents; and, thereupon, such State, District, or County Horticultural Association, by the name it shall assume, shall become a body corporate and politic, with perpetual succession, and may, by such name, sue and be sued, contract and be contracted with, plead and be impleaded, and may take, hold, and convey real and personal property, and may make all such by-laws, rules, and regulations for the government of such association, and the management of its affairs and property, as may seem best, not inconsistent with the laws of

this State. Such association may purchase, improve, or sell, not exceeding, at any one time, one hundred acres of land, for the uses and purposes of such association, and may erect thereon such buildings as it may deem proper for the use of such association and the improvement of said land.

3491. State Association-Annual meetings-Delegates-Reports. 2. It shall be the duty of any State Horticultural Association organized under the provisions of the preceding section, to hold, at the City of Indianapolis, or some other place in this State to be selected by such association at its preceding meeting, an annual meeting, for the purpose of deliberating and consulting as to the wants, prospects, and conditions of the horticultural interests of the people of the State, at which meeting the District and County Horticultural Associations may be represented by at least one or more delegates each, as such State Association shall provide for; and such District and County Associations shall forward, by such representatives, the report of the condition and prospects of such District or County Associations to the said State Horticultural Society; and such State Horticultural Society, with such representatives as shall be present, may authorize its president and secretary to make such annual report, as it shall direct, to the Governor, to be by him presented to the next General Assembly; which report, among other things, shall state the amount of money received from the State and other sources and the disposition of the same, to whom and for what purpose paid, together with a brief summary of the discussions of said Society, giving the condition of horticulture and the recommendations of District and County Associations, copied from their reports, and a summary of the conditions and wants of horticulture throughout the State, with such recommendations as may seem for the interest of horticulture and its encouragement in the State.

3492. Rooms-Library-Specimens - By-laws. 3. Such State Horticultural Association, having complied with the foregoing provisions, shall be entitled to the occupancy and use of any unappropriated room in the Capitol or other building used or occupied by the State, to be designated as the Department of Horticulture; and such Society occupying the same may deposit therein a library and such specimens of horticultural industry and representations of the same, with such collections of insect specimens or birds as are injurious or beneficial to horticultural products in this State, and such floral specimens and representations as shall be collected by such association; all of which articles, and such others as such association shall collect and deposit in such room, as is in this section men. tioned, shall, under such regulations as such Society may adopt, be subject to the inspection and examination of the people of this State, and such Society shall hold such until otherwise ordered, under rules and regulations to be by it adopted or the interests of horticulture may require; and may adopt such by-laws for their protection and good order as it may deem necessary, not inconsistent with the laws of this State.

[1858 S., p. 26. In force December 22, 1858.]

3493. May be incorporated. 1. Where any persons may have here. tofore associated themselves together for the purpose of building a town within any county in this State, they may be incorporated as hereinafter provided.

3494. Notice. 2. Notice of the intention to organize such corporation, and of the time and place of holding the first meeting, signed by one or more persons, shall be published in some newspaper of the county where such town has been located, or, if none, then in some newspaper of an adjoining county, for at least twenty-one days before such meeting is held.

3495. Written statement. 3. At such first meeting, a temporary or permanent presiding officer and secretary shall be selected, and a written. statement prepared specifying the object of such association, its name, and the time and manner of giving such notice, to be signed by such presiding officer and secretary.

3496. Statement to be recorded. 4. Such statement and a copy of such published notice shall be filed in the office of the Recorder of such county, and, by him, shall be recorded in the record of deeds, for which he shall be entitled to a fee of two dollars.

3497. Twenty may organize. 5. It shall not be necessary for a majority of the members of such association to be present at such first meeting, but any twenty or more shall be sufficient to hold the meeting and organize the corporation.

3498. When incorporated. 6. From the time of filing such statement as aforesaid, such association shall be deemed and held a body corporate and politic by the name selected as aforesaid, with full powers to sue and be sued, contract and be contracted with, have a common seal, make laws for their own government, and may exercise all such other powers as are incident to corporations, for the purpose of carrying into effect the object of their association.

3499. Powers. 7. Such corporation may acquire, by purchase or otherwise, real estate, and may hold and convey the same, or any part thereof, in such manner as it may see fit; but nothing herein contained shall be so construed as to exempt such lands from taxation as other lands are taxed.

3500. Records-Evidence. 8. Such corporation shall keep a record of its proceedings; and such record or copies thereof, duly attested by its clerk or secretary, may be read in evidence in all suits at law where the interests of such corporation are concerned.

3501. Trustees may convey. 9. Wherever any persons have associated for the purpose aforesaid and have purchased real estate prior to the passage of this Act, and have taken deeds to one or more persons in trust for such association, and such association shall hereafter become incorporated under the provisions of this Act, then such trustees may and shall convey to such corporation all such real estate, and shall assign to such corporation all such title-bonds as may have been executed to them in trust for such association; and such conveyance and assignment shall pass as good and perfect a title to such corporation for such lands as if such association had been incorporated at the date of the execution of such deeds and said deeds had been executed to the corporation.

3502. Voluntary association, organization. 35071. Homes for the aged.
3503. Purposes for which may be organized. 3508.
3505. State association for literary, etc.,

Allowance by County
orphan asylums.

3509. Binding out orphans.

Boards to

[1901 S., p. 289. Approved March 9, 1901.]

3502. Voluntary associations, organization. 1. That any number of persons, not less than three (3), may voluntarily associate themselves by written articles of association, signed and acknowledged by each person who may be a member at the time of organization, specifying:

First. The corporate name of such association, which shall not be the same or similar to the name of any other association incorporated in this State.

Second. The amount of the capital stock of the same, if such association is organized for pecuniary profit, and the number of shares (if any) into which the same shall be divided, with the amount of each share, which shall not exceed one hundred dollars ($100.00).

Third. The object of suen association, with the proposed plan of doing business fully set out.

Fourth. The names and places of residence of each incorporating member. Fifth. The principal place of business of such association.

Sixth. The term of existence of such association, which, if organized for pecuniary profit, shall not exceed fifty (50) years.

Seventh. A description of the corporate seal; and

Eighth. The manner of election or appointment of all directors and officers who are to manage the business and prudential concerns of any such association. Ninth. The number of trustees, directors or managers who shall manage the affairs of the association, together with the names of those who shall manage such affairs for the first year.

1 This act specifically repeals Sections 3502, 3502a. 3503, 3504, 3505, 3506, 3506a, 3506b, and 350 Horner's R. S. 1897. See Section 3507j.

2. If the articles of association describe what shall be on the corporate seal, it will be a sufficient compliance with the statute. Vawter v. College, 53 Ind. 88.

3. If the names of the corporators, their residences and the number of shares taken appear In columns that are appropriately headed, it will be a sufficient designation of their residence and number of shares taken. Vawter v. College, 53 Ind. 88; Steinmetz t. Co. 57 Ind. 457.

4. Persons subscribing for stock in such associations are estopped to deny the existence of the corporation or that the articles have been properly recorded. Mullen v. Beech Grove, etc. Park, 64 Ind. 202.

5. Persons who become members of mutual benefit societies must take notice of the by-laws thereof. Bauer v. Lodge, 102 Ind. 262.

6. Persons entitled to receive benefits from mutual benefit societies cannot be prevented by the by-laws thereof from enforcing their rights in a court of law. Supreme Council, etc., v. Garrigus, 104 Ind. 133.

3503. Purposes for which may be organized. 2. That such associations may be formed for one only of the following purposes:

3. To establish and maintain associations for horticultural and agricultural