COMMISSIONERS. Governor may appoint in other states and territories, with what powers. Their acknowledgment of same force as if executed here. May administer oaths and CHAPTER 10. AN ACT PROVIDING FOR THE APPOINTMENT OF COMMISSION- Be it enacted by the Legislative Assembly of the Territory of SECTION 1. The governor shall have power to appoint one or more commissioners in any state of the United States, or of the territories belonging to the United States, who shall continue in office during the pleasure of the governor, and shall have authority to take the acknowledgment and proof of the execution of any deed, or other conveyance, or lease of any lands lying in this territory, and of any contract, letter of attorney, or any other writing under seal or not, to be used or recorded in this territory. SECT. 2. Such acknowledgment or proof, so taken, according to the laws of this territory, and certified to by any such commissioner under his seal of office, and annexed to or indorsed on such instrument, shall have the same power and effect as if the same had been made before any officer authorized to perform such acts in this territory. SECT. 3. Every commissioner, appointed as before mentake depositions. tioned, shall have power to administer an oath which may be lawfully required in this territory to any person willing to take the same, and to take and duly certify all depositions to be used in any of the courts of this territory in conformity to the laws thereof, either on interrogatories proposed under a commission from any court of this territory, or by consent of parties, or on legal notice given to the opposite party; and all such acts shall be as valid as if done and certified according to law by a proper officer in this territory. Commissioners to make oath or affirmation. SECT. 4. Every such commissioner, before performing any duty, or exercising any power by virtue of his appointment, shall take and subscribe an oath or affirmation before a judge or a clerk of one of the courts of record of the state or territory in which such commissioner shall reside, well and faithfully to execute and perform all the duties of such commissioner, under and by virtue of the laws of the Territory of Dakota, which oath, with a description or impression of his seal of office, shall be filed in the office of the secretary of this terri tory. SECT. 5. This act shall take effect and be in force from and after its passage. Take effect. when. Approved April 12, 1862. W. JAYNE, Governor. CORPORATIONS. CHAPTER 11. AN ACT TO PROVIDE FOR CORPORATIONS FOR MANUFAC- Be it enacted by the Legislative Assembly of the Territory of Dakota: forming Persons desirous of forming cor and sign cer SECTION 1. Any three or more persons desirous of a corporation for the purpose of carrying on any kind of poration, make manufacturing, mining, lumbering, agricultural, mechanical, tificate-to con or chemical business, may make, sign, and acknowledge, before some officer authorized to take the acknowledgment of deeds, a certificate in writing, in which shall be stated the name of such corporation, and the object for which the corporation shall be formed, the amount of the capital stock of such corporation, the term of its existence (which shall not exceed ten years), the number of shares of which said stock shall consist, the number of trustees, and their names, who shall manage the concerns of said corporation for the first Certificate to be filed, where. When filed, persons signing shall be known body, with what as corporate powers. Proviso. Business managed by trustees. Notice of election of trustees year, and the names of the town and county in which the operations of said corporation are to be carried on. SECT. 2. Such certificate shall be filed in the office of register of deeds of the county in which the business of the corporation shall be carried on, and a duplicate thereof shall be filed in the office of the secretary of the territory. SECT. 3. When such certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, by the name stated in such certificate, and by that name may have succession, and shall be capable of suing and being sued, and they may have a common seal, and may alter the same at pleasure; and they shall, by their corporate name, be capable of purchasing, holding, and conveying any real and personal estate whatever, which may be necessary to enable the said corporation to carry on the business named in such certificate, but shall not mortgage the same, or give any lien thereon: Provided, That the amount of real estate so owned and held shall not at any time exceed forty acres to each stockholder in such corporation, unless it shall be an agricultural corporation. SECT. 4. The stock, property, and concerns of such corporation shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in such corporation, and who shall, except the first year, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the corporation. SECT. 5. Public notice of the time and place of holding to be given, how. such election shall be given, not less than ten days previous thereto, by publication in the newspaper printed nearest the place where the business of the corporation shall be carried on, or in such other manner as shall be prescribed by the bylaws of the corporation; and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. Election to be by ballot. Vacancies, how filled. SECT. 6. All elections shall be by ballot, and each stockholder shall be entitled to one vote in said corporation; and the persons receiving a majority of the votes shall be trustees; and when any vacancy shall happen among the trustees, by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as shall be provided for by the by-laws of the corporation. SECT. 7. In case it shall happen at any time that an election of trustees shall not be made on the day fixed for such election by the by-laws of said corporation, the corporation for that reason shall not be dissolved; but it shall be lawful on any other day to hold an election for trustees, as shall be provided for by the said by-laws; and all acts of the trustees shall be valid and binding as against such corporation, until their successors shall be elected. In case no election be made on day ap pointed. Powers of SECT. 8. The trustees shall have power to make and pre- trustees. scribe such by-laws, rules, and regulations respecting the management, control, and disposition of the stock, property, and business of such corporation, as they may deem expedient and proper, not inconsistent with the constitution of the United States, or the organic act of this territory, and shall have power to appoint and employ officers, clerks, and servants, for conducting and carrying on the business of such corporation, and determine their duties, and the salaries and wages to be paid them. SECT. 9. It shall be lawful for the trustees to call in and Same. demand from the stockholders respectively, all such sums of money by them subscribed, at such times and in such payments or instalments as the trustees shall deem proper; and, if any stockholder shall fail to pay the amounts so required to be paid, at the times required for such payments, the stock of such delinquent stockholder, or such portions thereof as may be required to meet such payments, may be sold by the trustees, at public auction, after giving public notice of the time and place of such sale, at least twenty days previous thereto, by publication of such notice in the newspaper printed nearest the place of business of such corporation, or by giving such notice in such other manner as shall be prescribed by the by-laws of such corporation; and the surplus, if any arising from the sale of such stock, over and above the amount due thereon, shall be paid by the trustees to such delinquent stockholder: and a transfer of stock so sold, made by the trustees, in the name of the holder of the stock, shall vest a good and valid title thereto in the purchaser; or the said corporation may commence and prosecute, in any court of competent jurisdiction, an action against any sub Stock deemed personal estate, and transferable, when. Stockholders individually lia or owing to ser vants. scriber for stock in said corporation, and recover judgment for amount due on his subscription, with interest thereon, from the time the same was required to be paid, and have execution therefor. SECT. 10. The stock of said corporation shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the corporation; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or they shall have been sold, as provided in the preceding section, for the non-payment thereon; and it shall not be lawful for such corporation to use any of their funds for the purchase of any stock in any other corporation. SECT. 11. The stockholders of any corporation organized ble for debts due under the provisions of this act, shall be jointly and individually liable for all debts that may be due and owing to all their clerks, laborers, and servants, for services performed for such corporation. Same, for all other debts. Suit to be commenced within three years. Certain per sons holding SECT. 12. All such stockholders shall be jointly and individually liable for the payment of all other debts of such corporation, to be recovered of the stockholder who is such when the debt is contracted; but he shall not be so liable except as is mentioned in the preceding section, unless suit shall be commenced against such stockholder for such debt, within three years from the time he shall have ceased to be a stockholder in such corporation, or unless an execution, issued against the corporation for the collection of such debt, shall have been returned unsatisfied in whole or in part. SECT. 13. No person holding stock in such corporation, stocks not liable. as executor, administrator, guardian, or trustee; and no person holding such stock as collateral security shall be personally subject to any liability as stockholder of such corporation; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian, or trustee shall be liable in like manner as the testator or intestate would have been, if he had been living, or the ward competent to act and hold the same stock in his own name. Stocks, how represented. SECT. 14. Every such executor, administrator, guardian, or trustee shall represent the share of stock in his hands at |