6 state the amount of its capital stock, and the propor7 tion actually paid in, the amount, and in general 8 terms the nature of its existing assets and debts, and 9 of its receipts and expenditures during the year, the 10 names of its then stockholders, and the dividends, if 11 any, declared since its last report. Such report shall 12 be signed by the president and a majority of its 13 directors, and verified by the oath of the president 14 and treasurer, and filed in the office of the secretary 15 of state and in the office of the county clerk of the 16 county where its principal business office may be 17 located. If such report is not so made and filed, all 18 the directors of the corporation shall jointly and 19 severally, be personally liable for all the debts of the 20 corporation then existing, and for all contracted before 21 such report shall be made. No director shall be liable 22 for the failure to make and file such report if he shall 23 file with the secretary of state, within thirty days after 24 the first day of January, or the first day of April, as the 25 case may be, a verified certificate, stating that he has 26 endeavored to have such report made and filed, but that 27 the officers or a majority of the directors have refused 28 and neglected to make and file the same, and shall 29 append to such certificate a report containing the items 30 required to be stated in such annual report, so far as 31 they are within his knowledge or are obtainable from 32 sources of information open to him, and verified by 33 him to be true to the best of his knowledge, information 34 and belief. Former section 30, amended. ARTICLE III. STOCK; STOCKHOLDERS, THEIR RIGHTS AND LIABILITIES. SECTION 40. Stock; personal property; corporation not to purchase. 41. Subscriptions to stock. 42. Must be paid for in cash; exceptions. 43. When payment of subscriptions to be made. CH. XXXVI. $40. SECTION 44. Increase or reduction of capital stock. 45. Notice thereof to be given. 1 46. Meeting of stockholders for that purpose. 47. When preferred may be exchanged for common stock. 49. Stockholders may pay proportional share of defaulted 50. May compel execution of duplicate of lost certificate. 52. Stockholders may require statement of financial condition 53. Transfer agent of foreign corporation to exhibit books. 55. Limitation of liability. $ 40. Stock; personal property; corporation not to 2 purchase. The stock of every corporation shall be 3 deemed personal property, and shall be represented by 4 a certificate prepared by the directors and signed by the 5 president and treasurer and sealed with the seal of the 6 corporation, and shall be transferable in the manner 7 prescribed in this chapter and in the by-laws. No share 8 shall be transferable until all previous calls thereon 9 shall have been fully paid in. No corporation, except a 10 corporation organized for any of the purposes for which 11 a corporation may be organized under the railroad 12 law or the transportation corporations law, shall use 13 any of its funds in the purchase of any stock of its own 14 or any other corporation, unless the same shall have 15 been bona fide pledged, hypothecated or transferred to 16 it, by way of security for, or in satisfaction or part sat17 isfaction of, a debt previously contracted in the course 18 of its business, or shall be purchased by it at sales 19 upon judgments, orders or decrees which shall be 20 obtained for such debts, or in the prosecution thereof. 21 If such debt shall not be paid when due, the directors of 22 the corporation must, within sixty days thereafter, or in the 23 case of any such purchase of its stock, within sixty days 24 after the purchase, cause such stock to be sold. If not sold 25 within that time at the amount actually paid thereon, and 26 such debts shall remain unsatisfied, the amount of such stock 27 shall be charged at the amount actually paid thereon as a 28 reduction of its capital stock, and no dividend shall there29 after be made until the deficiency so created has been 30 made good from the subsequently accruing profits of the 31 corporation. 32 Any domestic corporation, transacting business in this 33 state, and also in other states, or foreign countries, may 34 invest its funds in the stocks, bonds or securities of 35 other corporations, owning lands in this state, or such 36 states, if dividends have been paid on such stocks con37 tinuously for three years, immediately before such 38 investments are made, or if the interest on such bonds or 39 securities is not in default; and such stock, bonds or 40 securities shall be continuously of a market value twenty 41 per cent greater than the amount invested therein. Former section 40, amended. 1 § 43. When payment of subscriptions to be made.-2 Subscriptions to the capital stock of a corporation shall 3 be paid at such times and in such installments as the 4 board of directors may by resolution require. If default 5 shall be made in the payment of any installment as 6 required by such resolution, the board may declare the 7 stock and all previous payments thereon forfeited for 8 the use of the corporation, after the expiration of sixty 9 days from the service on the defaulting stockholder, 10 personally or by mail directed to him at his post-office 11 address, of a written notice requiring him to make pay12 ment within sixty days from the service of the notice at 13 a place specified therein, and stating that, in case of 14 failure to do so, his stock and all previous payments 15 thereon will be forfeited for the use of the corporation. 16 Such stock, if forfeited, may be reissued or subscriptions 17 therefor may be received as in the case of stock not issued or 18 subscribed for. If not sold for its par value or subscribed 19 for within six months after such forfeiture, it shall be can20 celed and deducted from the amount of the capital stock. 21 If by such cancellation, the amount of the capital stock is . 4446 22 reduced below the minimum required by law, the capital stock 23 shall be increased to the required amount within three months 24 thereafter or an action may be brought or proceedings insti25 tuted to close up the business of the corporation as in the case 26 of an insolvent corporation. If a receiver of the assets of the 27 corporation has been appointed, all unpaid subscriptions to 28 the stock shall be paid at such times and in such installments 29 as the receiver or the court may direct. Former section 43, amended. 1 § 44. Increase or reduction of capital stock. Any 2 domestic corporation may increase or reduce its capital 3 stock in the manner herein provided, but not above the 4 maximum or below the minimum amount, if any, prescribed 5 by law. If increased, the stockholders shall be subject 6 to the same liabilities with respect to the additional capi7 tal as are provided by law in relation to the original 8 capital; if reduced, the amount of its debts and liabili9 ties shall not exceed the amount of its reduced capital, 10 and the owner of any stock shall not be relieved from 11 any liability existing prior to such reduction. Former section 44, amended. 1 § 46. Meeting of stockholders for that purpose. If, 2 at any time and place specified in the notice, the stock3 holders shall appear in person or by proxy, in numbers 4 representing at least two-thirds of all the shares of 5 stock, they shall organize by choosing from their num6 ber a chairman and secretary, and take a vote of those 7 present in person or by proxy, and if a sufficient number 8 of votes shall be given in favor of such increase or 9 reduction, a certificate of the proceedings, showing a 10 compliance with the provisions of this chapter, the 11 amount of capital actually paid in, the whole amount of 12 debts and liabilities of the corporation, and the amount 13 of the increased or reduced capital stock, shall be 14 made, signed, verified and acknowledged by the chair15 man and secretary of the meeting, and filed in the office 16 of the clerk of the county where its principal place 17 of business shall be located, and a duplicate thereof in XXXVI 18 the office of the secretary of state. In case of a reduc19 tion of the capital stock, except of a railroad corporation, 20 such certificate shall have indorsed thereon the approval 21 of the comptroller, to the effect that the reduced capital 22 is sufficient for the proper purposes of the corporation, 23 and is in excess of its debts and liabilities, and that the 24 actual market value of the stock before reduction was 25 less than its par value; and in case of the increase, or 26 reduction of the capital stock of a railroad corporation, 27 or a monied corporation, the certificate shall have indorsed 28 thereon the approval of the board of railroad commis29 sioners, if a railroad corporation; of the superintendent of 30 banks, if a banking corporation; and of the superintendent 31 of insurance, if an insurance corporation. 32 When the certificate herein provided for has been 33 filed, the capital stock of such corporation shall be 34 increased or reduced, as the case may be, to the amount 35 specified in such certificate. The proceedings of the 36 meeting at which such increase or reduction is voted, 37 shall be entered upon the minutes of the corporation. 38 If the capital stock is reduced, the amount of capital 39 over and above the amount of the reduced capital shall 40 be returned to the stockholders pro rata at such times 41 and in such manner as the directors shall determine. Former section 46, amended. 1 § 48. Certain transfers of stock and property pro2 hibited. No corporation which shall have refused to 3 pay any of its notes or other obligations when due, in 4 lawful money of the United States, nor any of its 5 officers or directors, shall transfer any of its property 6 to any of its officers, directors or stockholders, directly 7 or indirectly, for the payment of any debt, or upon any 8 other consideration than the full value of the property paid 9 in cash. No conveyance, assignment or transfer of any 10 property of any such corporation by it or by any officer, 11 director or stockholder thereof, nor any payment made, 12 judgment suffered, lien created or security given by it or by |