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§ 360

Laws Repealed.

Art. Il

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Laws of Chapter 1894.

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* Repealed by L. 1909, ch. 240, § 103.

* L. '1901, ch. 397, inserted by L. 1909, ch. 240, $ 105, in lieu of 1907. ch. 397, which was inadvertently repealed in this sebedule but re-enacted by L, 1900, ch, 240, $ 91.

Art. 11

Laws Repealed.

§ 360

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JOINT-STOCK ASSOCIATION LAW

L. 1909, Ch. 34. “An Act in relation to joint-stock associa

tions, constituting chapter twenty-nine of the Consolidated Laws.” . (In effect February 17, 1909.)

CHAPTER 29 OF THE CONSOLIDATED LAWS (Formerly L. 1894, Ch. 235, being chapter 45 of the General Laws.] Article 1. Short title; definitions (S$ 1, 2).

2. General provisions (88 3–8).
3. Laws repealed; when to take effect (88 20, 21).

ARTICLE 1

Short Title; Definitions Section 1. Short title.

2. Definitions.

8 1. Short title. This chapter shall be known as the “ JointStock Association Law.”

Formerly L. 1894, ch. 235, § 1. § 2. Definitions. As used in this chapter, the term “jointstock association” includes every unincorporated joint-stock asso ciation, company or enterprise having written articles of association and capital stock divided into shares, but does not include a corporation; and the term “stockholder" includes every member of such an association.

Formerly L. 1894, ch. 235, 8 2.

Explanation. For location and disposition of former sections of the JointStock Association Law see Li 1894, Ch. 235, in “ Consolidated Schedule of Re. peals," Vol. 7.

$$ 3–5

General Provisions.

Art. 2

- ARTICLE 2

General Provisions Section 3. Contents of articles of association.

4. Certificate to be filed within sixty days and annually

thereafter; penalty; evidence.
5. Dissolution.
6. Power to take and convey real property.
7. Changing articles of association.

8. Proceeding to mortgage, lease or sell real estate. § 3. Contents of articles of association. The articles of association of a joint-stock association may:

1. Provide that the death of a stockholder thereof, or the transfer of his shares of stock therein, shall not work a dissolution of the association;

2. Prescribe the number of its directors, not less than three, to have the sole management of its affairs;

3. Contain any other provision for the management of its affairs not inconsistent with law.

Formerly L. 1894, ch. 235, $ 3. § 4. Certificate to be filed within sixty days and annually thereafter; penalty; evidence. Every jointstock association transacting business within this state shall, within sixty days after its formation, and in each January thereafter, file with the secretary of state, and with the clerk of the county in which its principal business is carried on, a written certificate, signed and verified by its president and treasurer, stating the name and date of organization of such association, the number of its stockholders, the names and places of residence of its officers, and its principal place of business. Such certificates shall be recorded in such offices respectively. Any such certificate, the record thereof, or a certified copy of such certificate or record shall be presumptive evidence of the truth of all facts therein stated against such association, its officers and stockholders. The officers of a joint-stock association who fail to comply with the provisions of this section shall be jointly and severally liable to pay to the people of this state a penalty of fifty dollars for each day such failure continues.

Formerly L. 1894, ch. 235, 8 4. $ 5. Dissolution. A joint-stock association shall not be dissolved except in pursuance of its articles of association, or by

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