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Supplement to act of April 7, 1875, approved April 11, 1887, section 188,

page 89.

Supplement to act of April 7, 1875, approved April 30, 1887, sections 189 to

190, pages 90 to 91.

Supplement to act of April 7, 1875, approved February 14, 1888, section

191, page 91.

Supplement to act of April 7, 1875, approved February 29, 1888, section

192, page 92.

Supplement to act of April 7, 1875, approved March 6, 1888, sections 193

to 194, pages 92 to 93.

Supplement to act of April 7, 1875, approved March 21, 1888, section 195,

page 94.

Supplement to act of April 7, 1875, approved February 27, 1889, sections

196 to 199, pages 94 to 96.

Supplement to act of April 7, 1875, approved April 3, 1889, sections 200 to

202, pages 96 to 97.

An act concerning corporations, approved April 3, 1889, sections 203 to

204, page 97.

Supplement to act of April 7, 1875, approved May 7, 1889, sections 205 to

208, page 98.

Supplement to act of April 7, 1875, approved May 9, 1889, sections 209 to

210, pages 98 to 99.

Supplement to act of April 7, 1875, approved May 9, 1889, sections 211 to

212, pages 100 to 101.

Supplement to act of April 7, 1875, approved May 9, 1889, sections 213 to

218, page 101.

Supplement to supplement of March 31, 1882, approved May 9, 1889, sec-

tions 219 to 221, page 101.

Supplement to “ An act to prevent frauds by incorporated companies,”

approved March 17, 1870, section 222, page 102.

Supplement to “An act to prevent frauds by incorporated companies,”

approved February 11, 1874, section 223, page 103.

Supplement to "An act to prevent fraudulent elections by incorporated

companies and to facilitate proceedings against them,” approved March 17,

1874, sections 224 to 225, pages 103 to 104.

An act for the relief of corporations organized under general laws, approved

March 31, 1875, sections 226 to 227, page 104.

Supplement to “An act to prevent frauds by incorporated companies,”

approved April 9, 1875, section 228, page 105.

An act to enable certain corporations to qualify as trustees, executors, ad-

ministrators or guardians, approved April 21, 1876, section 229, page 105.

An act respecting foundries and machine companies, approved February

27, 1879, sections 230 to 231, page 105.

An act to provide for the increase in the number of directors in certain

corporations in this state, approved February 10, 1880, section 232, page 106.

An act authorizing corporations created by special charter or otherwise to

remove their principal office from the place designated in their charters to

such other place as may be deemed best by the corporations, approved Feb-

ruarv 25, 1880, section 233, page 106.

An act for the relief of corporations organized under general laws, ap-

proved March 10, 1880, section 234, page 107.

An act for the relief of insolvent corporations, approved March 23, 1882,

section 235, page 108.

An act for the relief of the holders of stock of any corporation of this state

whose certificates of stock have been lost or destroyed, approved March 28,

1882, sections 236 to 239, pages 109 to 113.

An act relating to the consolidation of corporations authorized to establish

store-houses, piers or docks, or to maintain yards and buildings for the keep-

ing and accommodation of live-stock, approved March 23, 1883, sections 240

to 244, pages 114 to 117.

An act relative to the filing of certificates of incorporation, approved April

6, 1886, sections 245 to 246, page 118.

An act relative to the titles of corporations, approved March 7, 1888, sec-

tions 247 to 248, page 119.

An act concerning corporations of this state, and of other states doing busi-

ness in this state, approved April 4, 1888, section 249, page 119.

An act relative to the consolidation of corporations formed under the act

entitled “An act concerning corporations,” approved April 7, 1875, and the

acts amending and supplementing the same, for the purpose of the improve-

ment and sale of lands, the construction, maintenance and operation of

hotels, and carrying on the business of an inn keeper, and the transportation

of goods, merchandise, or passengers, upon land or water, approved April 17,

1888, sections 250 to 254, pages 119 to 123.

An act to authorize corporations formed under the act entitled “An act

concerning corporations," approved April 7, 1875, and the acts amending and

supplementing the same, for the purpose of improvement and sale of lands,

the construction, maintenance and operation of hotels, and carrying on the

business of an inn keeper, and the transportation of goods, merchandise, or

passengers upon land or water, to purchase and hold stock in any one or

more of said companies, in certain cases, approved April 17, 1888, section

255, page 124.

CORPORATIONS.

I. POWERS.

III. ELECTION OF OFFICERS.

1. Powers of corporation in general. To have

succession; to sue, &c; common seal: hold real estate; also realty taken for debt; to mortgage it and their franchises; appoint agents; make by-laws; wind up and dissolve,

page 11. 2. Said powers vest without specification, page

12. 3. No others vest except expressly given, page

13. 4. Banking powers never implied, page 13. 5. Stockholders liable ratably to the amount of

unpaid subscriptions for payment of debts,

page 13. 6. All charters subject to legislative control,

page 13. 7. Dividends not to be made except from profits,

or directors to be liable; unless they dissent,

_page 13. 8. Incorporation by legislative act invests com

pany with all powers, page 14, 9. And so also in cases of incorporation under

general laws, page 15,

36. Stock books to be open for thirty days previous

to election, and alphabetical list ot stock

holders to be made, page 26. 37. Elections to be by ballot, page 27. 38. Each share to have a vote, Proxy allowed,

page 27. 39. Persons holding stock as executors, &c., may

vote, page 28. 40. Non-resident stockholders may vote, page 28. 41. List of stockholders to be produced at elec

tions, page 28. 42. Candidate for director not to act as officer of

election or his election void, page 28. 43. Companies not to vote on their own stock,

page 29. 44. Supreme court to proceed summarily to review

proceedings at elections, page 29. 45. By-laws as to elections not valid unless made

thirty days previous to any election; transfer

books to be evidence of right to vote, page 29 46. On the failure to hold election new oneshall be

had on notice; failure to elect not to work

dissolution of corporation, page 30 47. Persons to be elected directors shall be stock

holders, page 31. 48. Directors ceasing to be stockholders shall

cease to be directors, page 31. 49. List of directors, &c., to be filed with secretary

of state, who shall issue certificate to that

effect, page 31. IV. MANAGEMENT AND LIABILITY OF DI

RECTORS, &C.

II. FORMATION, CONSTITUTION, ALTERA

TION, DISSOLUTION.

10, Purposes for which corporations may be

formed. Certificate to be filed. Formation of certain companies not authorized, page

15. 11. Certificate of incorporation and what it shall

set forth, page 17. 12. Certificate and certified copy evidence, page

18. 13. Upon making and recording certificate, per

sons associating incorporated, page 18. 14. All companies under this or any law to have

powers and be subject to liabilities in this act

provided, page 18. . Company may carry on a part of business out

of state and hold real estate out of state,

50. Stockholders' meetings to be held in this state;

companies may have office outside but must keep stock and transfer books in office with. in this state; courts may order other books brought within state under penalty of forfeit

ure ot charter, page 32. 51. Calling of meetings by stockholders, page 33. 52. Declaration of dividends by manufacturing

corporations, page 33. 53. Liability for refunded capital before debts are

paid, page 33. 54. Payment of capital to be in money, and no

loans to stockholders, page 34. 55. Stock may be issued for property purchased,

page 34. 56. False representations by company, and penalty, page 34

V. REMEDIES. 1. AGAINST THE CORPORATION. 57. On dissolution of company directors to be trus68. Penalty for refusing to answer, page 38 69. Duty of directors in case of insolvency to call

page 18. 16. Directors and officers, page 19. 17. Election of directors and president, page 19. 18. Secretary and treasurer, page 20. 19. Other officers to be elected and hold according

to by-laws, page 20. 20. Vacancies filled according to by-laws, page 20. 21. Proxies allowed. By-laws to regulate elec

tions, page 20. 22. First meetings, how called, page 21, 23. Certificates of stock, page 21. 24. Stock may be increased and how, page 21. 25. Power to issue general and preferred stock,

page 21. 26. Transfer of stock, page 22. 27. Assessments on stock, page 22. 28. Stock may be sold for non-payment of assess

ments, page 23. 29. Proceedings for sale of shares, page 23. 30. Certificate of amount of capital stock paid in,

page 23. 31. Certificate of increase of stock, page 24. 32, Penalty for not making certificates, page 24. 33. Company may reduce stock and change nature

of business, page 24. 34. How conipanies may be dissolved voluntarily,

page 25. 35. This act alterable. Effect of legislative action,

page 26.

tees, page 35. 58. Powers and liabilities of such trustees, page 35. 59. Continuance of corporate existence for settling

business, page 35. 60. Appointment of receiver to wind up company,

page 36. 61. Jurisdiction of chancellor, page 36. 62. Duties of receivers, page 36. 63. Lien of workmen in case of insolvency, page

37. 64. On dissolution, property to vest in stockhold

ers, page 37. 65, Suits not to abate on dissolution, page 37. 66. On execution against corporation, schedule of

property to be shown sheriff, page 37. 67. Execution on debts due the company, page 38. stock, page 81. 166. Secretary of state not to file until fees are paid,

meeting of stockholders. Exhibit to be made,

page 38. 70. Remedy in chancery, by bill, etc., page 39. 71. Evidence of insolvency, page 39. 72. Receivers may be appointed, page 40. 73 Receiver's oath, page 41. 74. Power to examine witness, etc., page 41. 75. Power to search, etc., page 42. 76. Receiver to make inventory and report, page

42.

77. Further powers of receivers, page 42.

8. Trial by jury allowed at the circuit, page 43. 79. Receivers, majority may act. May be removed,

page 44. 80, Distribution, how made, page 44. 81. Suits pending may be contioued, page 45. 82. Appeal to chancellor. Power of the court,

page 45. 83. Corporations not to transact business when

receivers are appointed, page 45. 84. Land may be sold, page 46. 85. Franchises may be sold, etc., page 46. 86. Limitation of act, page 47. 87. Process, what and how served, page 47. 88. Process against foreign corporations, page 48. 89. When returned "served or summoned" de

fendant in court, page 48. 90. Proceeding when summons returned "not

served" or "not summoned," page 48. 91. Corporations not to alien lands during suit if

order for pubilcation made, page 49. 92. Suit to go on in case corporation dissolved,

page 49.

Amends sectforfeited under order of cou

114. May purchase or acquire existing dams, etc.,

page 62. 115. Supply of water between this and other states

to be divided, page 62 116. May issue and dispose of bonds, page 63. 117. May connect dams and works with other

dams and works on same river, page 63. 118. May lease works to other corporations, page

64. 119. Franchises and works of other companies not

to be interfered with without consent, page

64. 120. Directors of plank road companies, residence

of, page 65. 121. Charters of existing corporations may be ex

tended to a term not exceeding fifty years on

filing certificate, page 65. 122. Certificates to be filed, page 65. 123. How construed, page 65. 124. Not to extend special taxation. page 66. 125. Not to apply to turnpike companies, page 66. 126. Repealer, page 66. 127. Number and residence of directors of water.

companies, page 66, 128. Companies upon dissolution to file list of di

rectors, page 67. 129. Change of name of corporation, page 67. 130. Change not to affect pending suits, page 68. 131. Amends section 80, page 69. 132. Amends section 83, page 69. 133 Charter not forfeited under section 83 if hereto

fore doing business under order of court, page

69. 134. Increase of directors and stock, page 69. 135. Decrease of stock, page 70, 136. Mortgage, upon reorganization, page 71. 137. Amends section 105, page 71. 138. Repealer, page 71. 139. Amends section 108, page 71. 140. Amends section 116, page 71. 141. Change of par value of stock, page 72. 142. Amends section 127, page 72. 143. Increase of shares of stock, page 72. 144. Manufacturing companies formed under act of

1849 to come under this act, page 73 145. Taxation of stock and surplus, page 74. 146. Repealer, page 74. 147. Banking companies, when capital is impaired,

to reduce par value of shares and issue addi

tional stock. page 74. 118. Certificate of payment for stock to be filed,

page 75. 149. Amends section 10, page 76. 150. Stock of co-operative companies, page 76. 151. Service of prerogative writs on foreign corpo

ration, page 76. 152. Penalty for refusal to make proper return, page

76. 153. Repealer, page 77. 154. Residence of director of manufacturing com

pany, page 77. 155. Repealer, page 77. 156. Stock increase to pay funded debt, page 78. 157. Certificate of increase to be filed, page 78. 158. Foreign corporations, to hold real estate, page

2. AGAINST DIRECTORS AND STOCKHOLDERS.

93. Action for liability imposed by this act, page

50. 91, Remedy against by bill in chancery, page 50. 9.). Stockholders who pay company's debts may

recover of company, page 50. 96. Execution against stockholders and directors

to stay till remedy exhausted against company, page 50.

VI. MISCELLANEOUS. 97. Notice to be given of application for acts of in

corporation. What to specify, Proof, page,
51.
Companies formed under manufacturing com-
pany act of 1846, may come under this act,

page 51, 99. Foreign corporations authorized to hold and

convey real estate in this state, page 52. 100. Contracts for sale, letting, &c., franchises, &c.,

shall be acknowledged and proved, and recorded in the office of the secretary of state,

page 52. 101. Repeal of manufacturing company act of 1846

and supplements, page 53. 102. Repeal of act of 1849 and supplements, page 54. 103, Foreign corporations doing business in this

state subject to the provisions of the general

act concerning corporations, page 54. 104. Repealer, page 54.

SUPPLEMENTARY ACTS.

79.

105. Taxation of estates of corporations. Proviso,

page 54. 106. Time of holding elections and declaring divi

dends, how changed, page 54. 107, Construction of dams, page 55. 108. Power to construct dams on rivers and streams,

schutes and fishways to be provided, &c.,

page 55. 109. May cut or acquire canals or raceways, etc.,

page 56. 110. May hold and purchase land, etc., page 56. 111. Proceedings when company and owner cannot

agree for land, page 57. 112. Proceedings in case of appeal, page 60. 113. Rights not affected by act, page 62.

159. Amends section 135, page 79, 160. When directors have power to levy assess

ments without action of stockholders, page

79. 161. When dividend may be guaranteed, page 80. 162. Repealer, page 81. 163. State fees on filing certificate of incorporation,

page 81. 164. State fees on filing amended certificate, page

81. 165. State fees on filing certificate for increase of

page 82. 167. Foreign benevolent companies may hold real

estate, page 82. 168. Amends section 134. page 82. 169. Clergymen's relief societies to increase number

of directors, page 82. 170. And change the time of holding annual meet

ings, page 83.

171. Cashiers of banks, to give bond, page 83.

219. Amends section 161, page 101. 172. Directors to secure proper bond, page 84.

220. Application of act, page 101. 173. Repealer, page 84.

221. Repealer, page 101. 174. Electric light companies to use highways, 222. Receiver appointed for railway, canal or turnpage 84.

pike companies to sell franchise, page 102. 175. And may lay wires under streets, page 85.

223. Receiver to operate railroad. page 103. 176. Wires to be laid at certain distances from water 224. Call of meeting of stockholders to elect direcpipes, page 85.

tors when election not held on day designa177. Seaside resort companies to subscribe to rail

ted in act of incorporation, page 103. road, page 85

225 Application of act. page 104. 178. To decrease stock and par value of shares, 226. Amended certificate, page 104. page 86.

227. Not to affect suits pending, page 104. 179. Chancellor to take charge of effects, where 228. Receiver to lease railroad, page 105.

railroad or canal charter is repealed or com 229. Oath, by whom taken, when company acts as pany dissolved, page 87.

trustee, page 105. 180. Amends section 134, page 87.

230. Residence of directors of foundry and machine 181. Property of manufacturing companies taxed as

companies, page 105. that of individuals, page 87.

231. Repealer, page 105. 182. Repealer, page 88.

232. Increase in number of directors of fibre manu. 183. Amends section 63, page 88.

facturing companies, page 106. 184. Application of act, page 88.

233. Change in principal office, page 106. 185. Corporators, how vacancies filled, page 88.

234. Corporate existence extended when exercising 186, Amended certificates, page 88.

powers beyond the time limited in certificate 187. To be filed with secretary of state, page 89.

of incorporation, page 107. 188. Amends section 99, page 89,

235, Issue of bonds or stock to pay claims, page 189. How pipes and conduits for steam heat or

108. power to be laid, page 90.

236. To renew lost or destroyed certificates of stock, 190. Distance from water or gas pipes, page 91,

page 109. 191. Special acts, decrease of directors, page 91.

237. Corporations may apply to chancellor, page 192. Amends section 10, page 92.

109. 193. Dissolution of educational societies, page 92. 23. Owner may apply to chancellor, page 112. 194. Relief of receiver in such case, page 93.

239. Proceedings on application, page 113. 195. Mutual association may issue stock, page 94. 240. Certain ferry and other companies to consoli196. Companies to insure against loss from bad

date, page 114. debts, page 94.

241. Conditions of merger, page 114. 197. To deposit security, page 95.

242. Time when merger is deemed complete, page 198. Claim not to be assigned to, page 95.

116. 199. When proof of loss to be made, page 96.

243. May increase stock to effect merger, page 117. 200. Fees upon filing list of officers and certificates, 244. Authorized to issue bonds after merger, page page 96.

117. 201. List of corporations to be compiled, page 96. 245. Copy to be filed when certificate is lost, page 202. Repealer, page 97.

118, 203. Increase of stock (except railroad and canal 246. Incorporation thereby effected, page 118. company), page 97.

247. No corporation to assume the name of another, 201. Repealer, page 97.

page 119. 205. Corporate existence extended, when organi 248. Repealer. page 119.

zation has been maintained, but failure to re- O 219. Corporations authorized to own and hold bonds new, page 98.

and stocks, to hold and dispose of same as in206. Certificate to be filed, page 98.

dividuals, page 119. 207. Not to extend special contracts, page 98.

250. Hotel and other companies to consolidate, page 208. Repealer, page 98.

119. 209. Agricultural fair associations, page 98.

251. Conditions of merger, page 120. 210. To have police jurisdiction, page 99.

252. When agreement binding, page 121. 211. Construction of section 10, page 100.

253. To be filed with secretary of state. Non-con212. Application of act, page 101.

senting stockholders to be paid, page 122. 213. Amends section 15, page 101,

254. Rights and franchises, when deemed to vest in 214. Amends section 17, page 101.

new corporation, page 123. 215. Amends section 25, page 101.

255. The same corporations authorized to purchase 210. Amends section 55, page 101.

and hold stock of similar corporations, page 217. Application of act, page 101.

124. 218. Repealer, page 101.

An Act CONCERNING CORPORATIONS.

Revision-Approved April 7, 1875. Rev. p. 175.

porations in general.

I. Powers. 1. That every corporation, as such, shall be deemed to Power of corhave power:

I. To have succession, by its corporate name, for the Tona period limited in its charter or certificate of incorporation, and when no period is limited, perpetually, except

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