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and the check, receipt or acquittance of such minor shall [be] as valid as if the same was executed by a guardian of said minor, or the said minor was of full age, if such deposit was made personally by said minor; and whenever any deposit shall have been made by married women, the trustees may repay the same on the receipts of said depositors, and said receipts shall be a discharge as against third persons. (1875, c. 84. § 16.)

*§ 63. Savings banks unlawful, unless organized under this act. It shall be unlawful for any person, copartnership or corporation to transact the business of a savings bank, or to assume the name of a savings association or bank, unless such person, copartnership or corporation has been duly incorporated under this act, or under the act of which this is amendatory. (Id. § 17.)

*8 64. Existing banks certain banks excepted. Any savings association which has been heretofore incorporated and is now doing business as a savings association or bank, may avail itself of the privileges of this act, and shall be subject to all the liabilities prescribed therein: provided, that the special act approved March fourth, eighteen hundred and seventy-three, entitled, "An act in relation to the Minnesota Savings Association," being chapter one hundred and seventeen, special laws eighteen hundred and seventy-three, shall not be affected by this act and provided, further, that nothing in this act contained shall in any manner affect or interfere with the business of the German-American Bank, or with the Farmers' and Mechanics' Bank, in the city of St. Paul in this state, which said banks are excepted from the operation of this act. (Id. § 18.)

*§ 65. Examination of banks by district court. The district court of the judicial district wherein such association may have its principal place of business, may at any time, on the application of any trustee or depositor in such institution, and on reasonable cause shown therefor to the satisfaction of said court, Lappoint] one or more persons to examine into the investments thereof, and its affairs and business generally. The books, papers and business of said corporation shall be open and subject to the examination of such person or persons. The trustees, officers and clerks thereof, or any other persons, may be examined on oath by such person or persons, and the said court may confer such further powers on the person or persons so appointed as they may consider necessary for the more thorough examination of the affairs and business of said corporation. The said person or persons so appointed shall report the result of their investigation to said court, and if satisfied thereby that any officer, trustee or servant of said corporation has been guilty of any fraud or misconduct, may remove said person or persons, and make further order, and take such further measures for securing the funds and property of said corporation, as the court shall deem expedient. (Id. § 19.)

*g 66. Violations of this act-penalties. Any person or association of persons who shall assume the name of a savings bank or association, or hold themselves out to the public as a savings bank or association, and who shall not have been duly organized under this act, or the act of which this is amendatory, shall be deemed guilty of violating the provisions of this act, and on conviction be fined not less than one hundred dollars, and not more than two hundred dollars, for every thirty days while so violating this act. (Id. § 20.)

CHAPTER XXXIV.

CORPORATIONS.

CORPORATIONS EMPOWERED TO TAKE PRIVATE SECTION.

SECTION.

PROPERTY, ETC.

1-11. Formation-articles, record and publication
-amendments-duration of companies and
renewals-posting of by-laws, etc.-trans-
fer of shares-personal liability of stock-
holders.
12. Provisions applicable to existing corporations
13. Power to obtain land by condemnation.
14-32. Proceedings to condemn land-payment of
damages awarded-appeals-effect of judg.
ment interest and taxes-discontinuing or
setting aside proceedings.
23-38. Actions to recover land, etc., for failure to
pay compensation.

89. Perfecting record evidence of title.
40-41. Taking land for tree-planting and snow-

sheds.

42. Telegraph companies-use of highways. 43-46. Right of way for railroads over state lands. 47. Use of highways for railroad purposes.

48. Sale, etc.. of lands to railroads by towns, etc. 49. Use of highways by water-power companies.

60. Entry for preliminary surveys.

51. Power to take and convey property.

62. Railroad bridges adapted to other travel.

53. Sign-boards at railroad crossings.

54-59. Fences and cattle-guards.

60. Fires caused by engine-evidence of negligence. 61-62. Stopping trains at stations-transfers to connecting lines.

63. Rates for carriage of freight and passengers. 64. Elevator charges

65-68. Consolidation of railroad companies. 69. Aid by one railroad company to another. 70-74. Power to borrow money-mortgages and record thereof..

75-77. Special and preferred stock and income certificates-rights of holders.

78-79. Subscription to stock-increase of capital. 80. Annual report of railroad companies.

81. Diversion of corporate property, etc., how punished.

FURTHER PROVISIONS REGARDING RAILROADS.

130. Subscriptions to capital stock, how enforced. 132-133. General powers-power to hold property. 131. Annual statement. 131-136. Books of account-stock and transferCertificates to be under oath-liability of increase of capital. Liability of stockholders, directors and officers for neglect of duty. Duration of companies-renewals. officers-penalties.

137-138.

139-142.

143.

COMPANIES FOR MINING AND SMELTING ORES AND MANUFACTURING METALS.

144-147. Formation-articles-filling and recordpowers of company-capital stock-shares 148-150. By-laws-records-first board of directors increase of capital. -stock and transfer thereof-stockholders' meetings offices of company within and without this state. 151-152. Power to hold stock in other companiesto dispose of real estate, etc.

153. Fraudulent acts of officers-penalty. 154. Power of amendment reserved.

CO-OPERATIVE ASSOCIATIONS. 155-159. Formation-for what purpose-articlesfiling-place of business-directors and 160-165. Statement of condition, etc., to be filedofficers-meetings-by-laws-capital stock. power to hold property-limit of interest and voting power-certificates of shares, when and to whom issued-liability of managers-judgments against association-dividends and reserve fund.

CORPORATIONS OTHER THAN THOSE FOR PECUNIARY PROFIT.

166-172. Formation-for what purposes-articles -filing and record-general powers-as173-174. Dividends forbidden-powers as to propsessments-amendment of articles. erty.

82-85. Offices, books, and records, what, where and 178.

how to be kept.

86. Annual meetings-who may vote,
87. Reorganization after sale on foreclosure.
88. Narrow-gauge railroads.

89-91. Bonds of contractors-liability to laborers,

etc.

92-105. Municipal aid to railroads.

106. Iowa railroad companies in Minnesota,

WATER-POWER AND BRIDGE COMPANIES. 107. Wate -power company may flow lands. 108. Formation of bridge companies.

OTHER CORPORATIONS FOR PECUNIARY PROFIT. 109-113. Formation-liability of stockholderscapital stock-power to hold property. 114-119. Stock and transfer thereof-records and reports-offices within and without stateduration of companies-amendment of articles.

MANUFACTURING COMPANIES. 120-123. Formation - capital-articles-amend. ments-meetings, notice and waiver. 124-127. Directors, their election, powers, duties,

etc.

128. Publication of articles-filing certificate. 129. Directors' and stockholders' meetings-quorum -right to vote.

175-177. Trustees of colleges and seminaries. Service of legal process on corporation. 179. Colleges subject to visitation. Act extended to existing institutions. 181-183. Orphan asylums-powers and duties. AGRICULTURAL SOCIETIES.

180.

184-187. Formation--powers--constitution and by-laws-annual reports and meetings. 188-189. State society-delegates-meetings. 190. Act extended to existing societies. 19.-196. Standing appropriation--how apportioned, drawn and expended-accounts to be kept and returns made.

CHAMBERS OF COMMERCE AND BOARDS OF TRADE.

198. Powers-arbitrations--examiners and in197. Formation and purposes. 199. Act applicable to existing organizations.

spectors-fines.

INDEPENDENT ORDER OF ODD FELLOWS 200-204. Subordinate lodges-certificate of incorporation--powers-seal--disposition of property on dissolution.

ANCIENT ORDER OF UNITED WORKMEN. 205-208. Subordinate lodges-certificate of incorporation-powers-seal.

[blocks in formation]

239-244. Formation-trustees-organization certi

Foreign companies-limito single risks capital, how estimated-trustees and their powers-certificate of commissioner. Inland companies-farm insurance companies. Guaranty surplus fund and special reserve fund of fire companies, how created and disposed of.

838-354. Town insurance companies-creation and mode of doing business.

LIFE-INSURANCE COMPANIES.

cate-powers--by-laws--vacancies, how 355-360. Capital-securities-deposit and certifi

flled.

245-248. Trustees-actuary-record and summa-
ry of interments-failure to keep record.
249-250. Power to hold property-survey and plat
of land-enlargement of cemetery-con-
demnation of land-sale of lots.
261-255. Trustees-elections--qualifications of
voters and of trustees-filling vacancies in
trustees-annual report-proceeds of sales
of lots.
256-258. Injury to monuments-discharging fire-
arms-watchmen, etc.
29-260. Exemption from taxation-restraints on
alienation.
261-266. Private cemeteries-plat and its effect-
exemption from taxation and execution-
streets-vacating cemeteries.

cate-surrender of securities-additional securities.

861-365 Registration of policies, etc.-renewal receipts and cancellation-valuation of policies and withdrawal of securities-dividends on securities.

[blocks in formation]

INSURANCE AND INSURANCE COMPANIES.
267-274. Objects of act-retaliatory taxes, etc.-
construction of terms.
275-277. Insurance commissioner-.appointment,
term, qualifications and bond-salary and
penalty-clerk and his salary,
278-282. Duties and powers of commissioner-pen- 388-394.
alty for obstructing hin-authentication of
instruments-fees and their disposition.

283-285. Assessments on companies-transfer of
securities-duties of state treasurer-books
of treasurer and commissioner.
PROVISIONS APPLICABLE TO ALL INSURANCE

COMPANIES.

286-288. Unauthorized insurance-life companies
must be exclusively such-charters to be
approved by attorney general.
289-293. Investments of capital-dividends-ex-
aminations--conditions precedent to do-
ing business--agents' certificate of authori-
ty-advertisements.

294-297. Holding of real estate-comparison of
securities with record-penalty for false
statements, etc.
298-305. Annual statements-form and contents
-additional statements--verification-
penalty for omitted or false statement-
publication-statement by receivers, etc.
306-318. Stipulation as to service of process-ser-
vice and proof-duty of commissioner-
failure to satisfy judgment-revocation of
authority.
314-315. Transfer of treasurer's duties to commis-
sloner-percentage of premiums in lieu of
taxes, etc.

386-387.

395-396.

397-399.

400-401.

402-403.

404-408.

Limit of indebtednes-liability of stockholders-annual report. Powers of town supervisors-order to open gates-appeal-penalty for disobedience-fees.

Taking illegal toll-penalty-judgment against toll-gatherer, how collected. Toll-list to be posted-detention until toll is paid-liability for defect in road. Penalty for obstructing road-for running toll-gate.

Failure to construct road-power of legislature over companies.

GENERAL PROVISIONS.

General powers of companies-meetings without the state-officers-calling of first meetings-subsequent meetings, when called by a justice-powers at such meeting -confirmation of irregular proceedings. 409-412. Scope of by-laws-penalty for violationsubscriptions for stock, how enforcedpower to convey lands-issue of shares at less than par. 413-414. Executors, trustees, etc., as stockholders. 415-421. Dissolution of corporations-appointment and duties of receivers-distribution of assets-jurisdiction of district courtpowers and duties of attorney generalpower of legislature.

TITLE 1.

CORPORATIONS EMPOWERED TO TAKE PRIVATE PROPERTY FOR PUBLIC USES. § 1. Who may be incorporated as railway company, etc. Any number of persons, not less than five, may associate themselves and become incorporated for the purpose of building, improving and operating railways, telegraphs, canals, or slackwater navigation, upon any river or lake, and all works of internal improvement which require the taking of private property or any easement therein. And that any citizens of the United States, not less than nine in number, being the owner or owners of any railroad within this state now or hereafter actually constructed for public use in the conveyance of persons or property, or organized for the purpose of maintaining and operating, under lease or contract, a railroad constructed for like public uses, may, by making and filing articles of association as authorized by this act, acquire and enjoy the rights, privileges and franchises granted by this act, and may, by filing in the office of the secretary of state a resolution of such corporation of its intent to construct or operate any branch line, become empowered to so construct and operate the same in connection with such main line, subject to the provisions of this act and the general laws of this state. That any such railroad corporation to be organized under this act may erect and maintain lines of telegraph along or over its lines of railroad, and charge a reasonable compensation for transmitting messages over the same. (As amended 1875, c. 14, § 1.)

§2. Articles of incorporation-filing and record. They shall organize by adopting and signing articles of incorporation, which shall be recorded in the office of the register of deeds of the county where the principal place of business is to be, and also in the office of the secretary of state, in books kept for such purposes. §3. Contents of articles-publication. Said articles shall contain:

First-The name of the corporation, the general nature of the business, and the principal place, if any, of the transacting the same.

Second-The time of commencement and the period of continuance of said corporation.

Third-The amount of capital stock of said corporation, and how to be paid in.

Fourth-The highest amount of indebtedness or liability to which said corporation shall at any time be subject.

Fifth-The names and places of residence of the persons forming such association for incorporation.

Sixth-The names of the first board of directors, and in what officers or persons the government of the corporation and the management of its affairs shall be vested, and when the same are elected.

Seventh-The number and amount of the shares in the capital stock of said corporation.

Publication of articles. And shall be published for four successive weeks in some newspaper printed and published at the capital of the state, or in the county where such corporation is organized: provided, that in cases where articles of incor poration have been adopted and signed, or may hereafter be adopted and signed, as provided in sections two and three of this chapter, and filed for record in the office of the secretary of state, the publication of the same for one week in some newspaper printed and published at the capital of the state, or in some newspaper printed and published in the county where such corpor ation is organized, shall be a sufficient publication under this chapter; and upon filing an affidavit of proof of such publication in the office of the secretary of state, the persons named in such articles shall thereupon become a corporation, with the authority and powers in this chapter provided and intended. (As amended 1874, c. 60, § 1.)

§ 4. When incorporation is completed-amendment of articles. When articles are filed, recorded and published as aforesaid, the persons named as corporators therein become a body corporate, and are authorized to proceed to carry into effect the objects set forth in said articles in accordance with the provisions of this title, and shall have perpetual succession, sue and be sued by its corporate name, have a common seal, which it may alter at pleasure, may render the interest of its stockholders transferable, establish by-laws, and make all rules and regulations deemed expedient for the management of its affairs, in accordance with law, and not incompatible with an honest purpose; and whenever, after the adoption, filing, publication and recording of the articles of incorporation, as provided for in section three of said chapter, and the creation thereby of a body corporate, the said corporation so created shall resolve to alter, modify or change any of its articles of incorporation, such corporation may, by resolution duly passed at any regular meeting of the directors thereof, adopt a new article or articles, altering, modifying or changing any of the original articles of incorporation: provided, such alteration, modification or change shall only relate to and affect the name of such incorporation, the general nature of its business, and the principal place of transacting the same, the amount of its capital stock, and how to be paid in, the highest amount of indebtedness or liability to which said corporation shall at any time be subject, and the number and amount of the shares of its capital stock: and provided further, that no such new and amended articles of incorporation shall be operative or valid to alter, modify or change such original articles of incorporation until the same shall be filed, published and recorded in the same manner and with like formalities that the original articles of incorporation are now required to be filed, published and recorded; and when so adopted, the said amended articles of incorporation shall be substituted for and take the place of the original articles of incorporation so amended. (As amended 1873, c. 12, § 1.)

§ 5. Duration of corporation-renewals. No such corporation shall be formed to continue more than fifty years in the first instance, but it may be renewed from time to time for periods not longer than fifty years: provided, that three-fourths of the votes cast at any regular election for the purpose, are in favor of such renewal, and those desiring a renewal purchase the stock of those opposed thereto at its current value: provided, that railroad corporations, formed in pursuance of the provisions of this chapter, may continue and be formed for any time the corporators may designate or provide in the articles of association. (As amended 1875, c. 14, § 2.)

§6. By-laws to be posted. A copy of the by-laws of the corporation, with the names of all its officers appended thereto, shall be posted in the principal place of business, and be subject to public inspection.

§ 7. Statement to be posted. A statement of the amount of the capital stock subscribed, the amount of capital actually paid in, and the amount of indebtedness of the company, in a general way, shall also be kept posted up in like manner, which statement shall be corrected as often as any material change takes place in relation to any part of the subject-matter of such statement.

§8. Transfer of shares-stock-book. The transfer of shares is not valid, except as between the parties thereto, until it is regularly entered on the books of the company, so far as to show the names of the persons by and to whom transferred, the numbers or other designation of the shares, and the date of the transfer; but such transfer shall not in any way exempt the person making such transfer from any liabilities of said corporation which were created prior to such transfer. The books of the company shall be so kept as to show intelligibly the original stockholders, their respective interests, the amount which has been paid in on their shares, and all transfers thereof; and such books, or

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