4012. Express trusts created in writing.

Complaints to establish express trusts in lands are insufficient unless founded upon writings creating such trusts. General Convention etc. v. Smith, 52 App. 136, 100 N. E. 384.

An express parol trust can not be created in land. Terry v. Davenport, 185 Ind. 561, 112 N. E. 998.

Constructive trusts are not included within the operation of this section. Westphal v. Heckman, 185 Ind. 88, 113 N. E. 299.

A parol trust can not be impressed upon land conveyed by a deed absolute on its face. Westphal v. Heckman, 185 Ind. 88, 113 N. E. 299.

Under this section an express trust can not be created by parol. Koehler v. Koehler, 121 N. E. 450.

App.

Section 4012 et seq. considered in connection with sections 3936 et seq., 31123174, 7462 et seq. and the conclusion reached that a record title is the highest evidence of ownership. Philbin v. Carr, App. 129 N. E. 19.

4013. Innocent purchasers protected.

Purchasers of land under judgments rendered by courts having jurisdiction of the subject-matter, are protected as innocent purchasers as against secret trusts. Young v. Wiley, 183 Ind. 449, 107 N. E. 278.

If land is devised to trustees to be held for the use and benefit of specified persons, and the title to the land is not vested in the trustees, the beneficiaries named in the will may convey their interest in the land. French v. French, 58 App. 621, 108 N. E. 786.

4016. Void sales.

Where a deed by a mother to her son required the son to care for and educate other children, and to give each of them an equal share in the land thus conveyed, it was held a breach of trust for him to convey the property individually, and that such conveyance gave the grantee no title as against the cestuis que trustent. Trinkle v. Ladoga Building Loan Fund & Sav. Assn., 65 App. 415, 117 N. E. 542.

4017. When no resulting trust.

The mere fact that the money of a person is used to pay for land when the title is taken in the name of another, does not show a resulting trust, but other facts must be shown to bring the case within the statute regulating trusts. Scott v. Dilley, 53 App. 100, 101 N. E. 313; Tharp v. Updike, 55 App. 452, 102 N. E. 855.

The burden of proof to sustain an allegation that land purchased in the name of another was bought under agreement to purchase and hold in trust must be

Makeever v. Yeoman,

sustained by plaintiff under this section and section 4019.

This section extinguishes the old presumption that he who furnished money for purchase of land taken in the name of another intended to acquire title for himself and raises the opposite presumption. Koehler v. Koehler, 121 N. E. 450.

4018. Presumption of fraud.

App.

When the purchase-money for land is paid by one person and the title is taken in the name of another person, the conveyance is presumed to be fraudulent as to the creditors of the person furnishing such money, but such presumption may be removed by the proof of facts which show that there was no fraudulent intent. Pence v. Rhonemus, 58 App. 268, 108 N. E. 129.

4019. When resulting trust.

See note to section 4017.

An agreement to create a resulting trust under this section upon contribution to purchase money, must be made before title is acquired, for a valuable consideration, free from fraud, and must provide that party receiving title is to hold trust. Koehler v. Koehler, 121 N. E. 450.

4023. Removal of trustee.

App.

Jurisdiction of an action to remove a trustee of real estate is in the courts of the county where the land is located, and all persons who have an interest in the property may join as plaintiffs in the action. Wheatcraft v. Wheatcraft, 55 App. 283, 102 N. E. 42.

4024. Effect of conveyance to nominal trustee.

If the purchase-money for land is paid by one person, and the land is conveyed to another as trustee, and such trustee has no power of disposition or management of the land, the title vests directly in the person paying the purchasemoney. Sinclair v. Gunzenhauser, 179 Ind. 78, 98 N. E. 37, 100 N. E. 376.

A devise by husband giving his wife a life estate in land with remainder after her death to his daughter and son, and specifying what land should go to the son, and providing that he should hold it in trust for the heirs of his body, constitutes an estate tail in the son, notwithstanding this provision of the statute. Gibson v. Brown, 62 App. 460, 110 N. E. 716, 112 N. E. 894.

CORPORATIONS GENERALLY.

Section numbers to notes refer to the Revised Statutes of 1914 and sections herein.

[Acts 1921, p. 93. In force May 31, 1921.]

4044a. Corporations-1. For the purposes of this act the word "corporation" or "corporations" when used herein except in sections 29, 30 and 31 hereof shall mean any corporation organized under the provisions of this act, and the word "county" shall mean the county in which the corporation has its principal place of business. See sections 4044c1, 4044d1 and 4044e1.

4044b. Corporations for profit.-2. All corporations hereafter organized for pecuniary profit, except as hereinafter provided, shall be organized and conducted under and pursuant to the provisions of this act.

4044c. Business to be conducted by corporations.-3. Except as hereinafter provided, any lawful business which may be conducted by an individual, may be conducted by a corporation organized under this act.

4044d. Articles of incorporation.-4. Whenever three or more persons shall desire to form a corporation, they shall prepare, sign and acknowledge in duplicate before a notary public and file with the secretary of state, articles of incorporation which shall set forth: (a) The names and addresses of the incorporators.

(b) The name of the proposed corporation, which in every case shall end with the word "company", "corporation", or "incorporated", which name shall not be the same as, or strikingly similar to, that of any existing corporation.

(c) The business to be done by the corporation.

(d) The amount of the capital stock of the corporation, the number and size of the shares thereof and the price per share at which the stock is to be or shall have been sold.

(e) The county in which the principal office or place of business of the corporation is to be located, with its post-office address.

(f) The business or property, if any, which is to be taken over by the corporation and the value thereof, including the good will, stating the value of the tangible property and the value of the good will separately.

(g) The number of directors of the corporation, not less than three, and the names of those who are to manage its affairs until its first annual meeting.

(h) The length of life of the corporation, not exceeding fifty years. (i) The time and place of the first annual meeting. (j) A description of the seal of the corporation.

4044e. Approval of articles of incorporation, appeal.-5. Such articles of incorporation shall be submitted to the secretary of state, and if he shall approve the same, he shall issue his certificate certifying that the corporation, naming it, is authorized to transact the business named in the articles of incorporation. If such secretary of state shall not approve such articles he shall, within ten days after the filing of the same, notify the parties interested, specifying the particulars of his disapproval, and the parties seeking to incorporate may appeal to the circuit or superior court of the county of the proposed domicile of the proposed corporation by filing certified copies of all proceedings, except evidence, whereupon the matter shall be tried de novo by the court without the intervention of a jury and from the decision of the court there shall be an appeal to the supreme court.

Said court shall sustain the secretary of state or shall direct him to take such action as the court may deem adequate and proper.

4044f. Filing with county recorder.-6. Whenever the articles of incorporation of any corporation have been approved by the secretary of state, a duplicate thereof, approved by the secretary of state, shall be filed with the county recorder and by him recorded in the miscellaneous records of the county.

4044g. Amendments of articles of incorporation, approval.-7. The articles of incorporation of any corporation may be amended at any regular meeting of its stockholders or at any stockholders' meeting called for that purpose, but such amendment shall not become operative until they have received the approval of the secretary of state, which approval shall be evidenced by his certificate, and such amendments, after their approval by such secretary of state, shall be filed in the office of the secretary of state and in the office of the county recorder.

4044h. Kind of business engaged in limited.-8. No corporation shall engage in the conducting of more than one kind of business and its allied and interdependent lines of business.

4044i. Officers of corporations.-9. Every corporation shall have a president, vice-president, a secretary, and a treasurer and such officers as may be provided for by its by-laws. The office of secretary and treasurer may be filled by the same person, if so provided in the by-laws. All officers shall be elected by the board of directors, and may be removed at any time in such manner as may be prescribed in the by-laws.

4044j. By-laws of corporations.-10. The by-laws of the corporation shall be adopted and amended only by the stockholders as herein provided. They shall define the powers and duties of all officers, the time and place of all regular meetings, the manner of calling special meetings, the form of stock certificates, the manner of transferring stock, the manner of creating and exercising proxies, the terms upon which payments for stock are to be made and the control and direction of such other matters as the stockholders may determine: Provided, That all certificates of stock shall be signed by the president and treasurer and attested by the secretary and the seal of the corporation.

4044k. Voting in stockholders' meetings.-11. In all stockholders' meetings each stockholder shall have one vote for each share held by him, and such vote may be cast by the stockholder in person or by his proxy under such regulations as may be prescribed in the by-laws.