Majority of directors to constitute quorum, &c.

Capital stock, how called in.

1860.

1855.

Annual returns,

made.

this state, under the seal thereof, shall be received in all the courts in this state, as prima facie evidence of the due formation, existence and capacity of such corporation, in any suit brought by or against the same.

SECT. 402. A majority of the directors of every such corporation, convened according to the by-laws, shall constitute a quorum for the transaction of business, and a majority of the stockholders, present at any legal meeting, shall be capable of transacting the business of that meeting, and at all meetings of such stockholders, each share shall entitle the holder thereof to one vote.

SECT. 403. The directors may call in the subscription to the capital stock of such corporation, by installments, in such proportion and at such times and places as they shall think proper, by giving such notice thereof as the by-laws shall prescribe; and in case any stockholder shall neglect or refuse payment of any such installment, for the space of sixty days after the same shall have become due and payable, and after he shall have been notified thereof, said corporation may recover the amount of said installment from such negligent stockholder, in any proper action for that purpose, or may sell said stock at public auction, giving at least thirty days notice thereof, and of the time and place of sale, by advertising in some newspaper published in the county where the business of such corporation is transacted, or in an adjoining county. And in case of a sale, the proceeds thereof shall be first applied in payment of the installment called for, and the expenses of the sale, and the residue shall be refunded to the owner thereof. In case the proceeds of such sale shall be insufficient to pay said installments, said corporation may recover the balance from such negligent stockholder. Such sale shall entitle the purchaser to all the right of a stockholder, to the extent of the shares so purchased.

1864. SECT. 404. The president and secretary of every corporation, orwhen and how ganized under the provisions of this chapter, shall annually make a certificate, showing the condition of the affairs of such corporation, as nearly as the same can be ascertained, on the first day of January, or of July, next preceding the time of making such certificate, in the following particulars, viz:

The amount of capital actually paid in; the cash value of its real estate; the cash value of its personal estate; the cash value of its credits; the amount of its debts; the name and number of shares of each stockholder, which certificate shall be deposited on or before the fifteenth day of February, or of August, with the town clerk of the town in which said corporation transacts its business, who shall record the same at full length in a book to be kept by him for that purpose; and whenever any stockholder shall transfer his stock in any such corporation, a certificate of such transfer shall forthwith be deposited transfer of stock with the town clerk as aforesaid, who shall note the time of said deposit, and record it at full length in a book to be kept by him for that purpose; and no transfer of stock shall be valid as against any creditor of such stockholder, until such certificate shall have been so deposited.*

Certificates of

to be recorded by town clerk.

*Whether stock must be paid in cash, quere. Brown & Brothers v. Illius, 27 C. R. 84. Subscribers cannot avoid subscription on the ground that they were obtained by misrepresentations. Litchfield Bank v. Church, 29 C. R. 137. Contra, if made by the officers. Litchfield Bank v. Peck, 29 C. R. 384.

THEIR POWERS.

Powers of joint

SECT. 405. All corporations, organized and established under the 1837. provisions of this chapter, shall be capable to sue and be sued, plead stock corporaand be impleaded, answered and be answered unto, appear and pros- tions. ecute to final judgment, in any court or elsewhere; to have a common seal, and to alter the same at pleasure; to elect, in such manner as they shall determine, all necessary officers; to fix their compensations, and define their duties; to ordain and establish by-laws for the government and regulation of their affairs, and to alter and repeal the same; and to employ all such agents, mechanics, and other laborers, as they shall think proper.*

estate.

to hold

SECT. 406. Every such corporation shall, by its corporate name, Powers of corpohave power to acquire and hold such lands, tenements, and heredi-ration taments, and such property, of every kind, as shall be necessary for the purpose of said corporation; and such other lands, tenements, and hereditaments, as shall be taken in payment of, or as security for, debts due to such corporation, and to manage and dispose of the same at pleasure.

SECT. 407. The books of every such corporation, containing their accounts, shall be kept, and shall at all reasonable times be open, in the town where such corporation is located, or at the office of the treasurer, within this state, for the inspection of any of the stockholders of said corporation; and said stockholders shall have access to the books and statements of said corporation, and shall have the right to examine the same in said town, or at said office, and as often as once in each year, a true statement of the accounts of said corporation shall be made and exhibited to the stockholders, by order of the directors.

1865. Books of corporation, where kept.

Stock to be per

SECT. 408. The stock of every such corporation shall be deemed 1837. personal property, and be transferred only on the books of such cor-sonal property, poration, in such form as the directors shall prescribe; and such and how transcorporation shall at all times have a lien upon all the stock or property of its members, invested therein, for all debts due from them to such corporation.†

1857.

SECT. 409. Every such corporation may amend its articles of asso- Original articles ciation, by the specification of any other lawful business in which all may be amended. its stockholders may desire to engage, but before it shall commence any business under its amended articles, other than such as was distinctly and definitely specified in its original articles, the president and directors shall cause such of the amended articles as specify the purpose for which such corporation is formed, subscribed by all the stockholders, to be published in two newspapers printed in the county in which such corporation is located, or in an adjoining county; and shall also make a certificate of the purposes for which such corporation is formed, as changed by the amended articles, which certificate shall be signed, deposited, and recorded, in the same manner as the certificates required in the four hundred and first section of this act.

*Mere insolvency of corporation does not impair its powers. Pondville Co. v. Clark, 25 C. R. 97. Rights of stockholders in insolvent corporations. Same. Cannot engage in other business. Mutual Savings Bank v. The Meriden Agency, 24 C. R. 159. What transfers are valid, as against creditors. Shipman v. Etna Insurance Co., 29 C. R. 245. Bridgeport Bank v. N Y. & N. H. Railroad Co., 30 C. R. 231. Colt v. Ives,

31 C. R. 25.

When capital

certificate to be made.

SECT. 410. When any such corporation shall increase its capital stock increased, stock, as provided in the three hundred and ninety-fourth section of this act, the president and directors shall, within thirty days thereafter, make a certificate thereof, which shall be signed, deposited, and recorded, as is provided in the four hundred and first section.

1860.

Town clerk to return certificates when recorded.

Certificates to be

made under

oath.

SECT. 411. The town clerk, after recording the certificates speci fied in the four hundred and fourth section, shall return the same, with his indorsement of record thereon, to said corporation on demand; and, for recording the certificates required in this chapter, he shall be entitled to receive at the rate of twenty-five cents, for each legal page.

SECT. 412. The certificates required by the four hundred and first, four hundred and fourth, four hundred and ninth,'and four hundred and tenth sections of this act, except certificates of transfers of stock, shall be made under oath or affirmation, by the person subscribing the same; and if any person shall knowingly swear or affirm falsely, as to any material facts, he shall be deemed guilty of per jury, and be punished accordingly.

1837.

cers neglecting to

LIABILITIES FOR NEGLECT OF DUTIES.

SECT. 413. If the president or secretary of any such corporation Liability of off shall intentionally neglect, or refuse, to comply with the provisions lodge certificates. of the four hundred and fourth section of this act, and to perform the duty required of them, respectively, the persons, so neglecting or refusing, shall jointly and severally be liable to an action, founded on this statute, for all debts of such corporation, contracted during the period of any such neglect or refusal.

If capital be withdrawn, stockholders liable, &c.

If dividends be

pany is insolvent,

&c.

SECT. 414. If the capital stock of any such corporation shall be withdrawn and refunded to the stockholders, before the payment of all the debts of the corporation, for which such stock would have been liable, the stockholders of such corporation shall be liable to any creditor of such corporation, in an action founded on this statute, to the amount of the sum refunded to them respectively as aforesaid; but if any stockholder shall be compelled, by any such action, to pay the debts of any creditor, or any part thereof, he shall have the right, by bill in equity, to call upon all the stockholders, to whom any part of said stock has been refunded, to contribute their proportional part of the sum paid by him as aforesaid.

SECT. 415. If the directors of any such corporation shall declare made when com- and pay a dividend, when the corporation is insolvent, or any dividirectors liable, dend, the payment of which would render it insolvent, knowing such corporation to be insolvent, or that such dividend would ren der it so, the directors assenting thereunto shall be jointly and sev· erally liable, in an action founded on this statute, for all debts due from such corporation at the time of such dividend.

Directors, &c., liable for the

cases.

SECT. 416. If the president, directors, or secretary, of any such debt in certain corporation shall intentionally neglect or refuse to comply with the provisions of this act, and to perform the duties therein required of them respectively, such of them as so neglect or refuse shall be jointly and severally liable, in an action founded on this statute, for all debts of such corporation, contracted during the period of any such neglect or refusal.

Same subject.

SECT. 417. If any corporation, organized and established under the authority of this chapter, shall violate any of its provisions, and

shall thereby become insolvent, the directors ordering or assenting to such violation shall be jointly and severally liable, in an action founded on this statute, for all debts contracted after such violation as aforesaid.

LIENS ON STOCK HOW ENFORCED.

1856.

corporation has a

after notice.

May advertise to be sold at publie auction.

SECT. 418. Any corporation, organized under this chapter, which Stock in which has a lien upon the stock of any stockholder therein, as provided by lien, may be sold the four hundred and eighth section, may give notice to such stockholder, that unless he shall pay his indebtedness to said corporation within three months from the time of giving such notice, then such corporation will proceed to sell and transfer the stock of such stockholder in said corporation; and upon default of payment, said corporation may sell the stock of such indebted stockholder, as hereinafter provided, and any such corporation may prescribe, by its by-laws, the manner of giving the notice required by this section. SECT. 419. Such corporation may, at any time within six months after it shall have given the notice, required by the preceding section, to such indebted stockholder of its intention to sell such stock, and the three months' notice shall have expired, advertise in one or more newspapers, published in the country where such corporation is located, and if there is no newspaper published in said county, then in a newspaper, published in an adjoining county, giving at least three weeks' notice of the time and place, when and where such stock will be sold; and at the time and place of sale, shall state the amount due from such stockholder to such corporation, and may then proceed to sell, for cash, at public auction, to the highest bidder therefor, so much of the stock of such indebted stockholder, as shall If the amount pay in full the indebtedness of such stockholder to such corporation, received from together with the necessary costs of sale; and if the sale of the en- sale will not pay tire stock of such indebted stockholder shall not be sufficient to pay poration may colin full the claim of said corporation on said stock, such corporation by any proper shall credit the amount received for such stock, less the costs of sale, action. to said indebted stockholder, and may proceed to collect the remainder of their debt, by any proper action for that purpose. SECT. 420. Whenever the purchasers of said stock shall have issue new certificomplied with the conditions of said sale, the corporation shall issue purchaser. new certificates of stock to such purchasers, or to their order, and shall cancel, upon the books of the corporation, the certificates of such indebted stockholders, and the new certificates, so issued, shall entitle the holders thereof to all the privileges, rights, and interests, of a stockholder in such corporation.

indebtedness,cor

lect balance due

Corporation shall

cates of stock to

When corpora

tions may sell the

stock.

SECT. 421. Whenever any stockholder in any such corporation equity of reshall have made a transfer, or assignment, of his stock, as security for demption in his indebtedness to a third party, and afterwards shall become a debtor to such corporation, such corporation may sell the equity of redemption of such stock, in the same manner as is provided for the sale of stock on which it has a lien, and shall credit the amount, received from such sale, to such indebted stockholder. Such corporation may require the party, holding a transfer or assignment of such stock, to give a statement to the treasurer of such corporation, under oath, of the amount for which said stock was pledged; and if said party shall not give such a statement at or before the time such sale is to take place, he shall forfeit all claim and lien on such stock,

Liens, &c, not affected.

or any part thereof, and such corporation may sell the same as herein provided.

SECT. 422. Nothing contained in the four preceding sections shall affect any lien, or right acquired by any other party, by virtue of any attachment, or levy of execution, upon the stock of any stockholder in any such corporation.

1852.

corporations may

business.

CORPORATIONS HOW REMOVED AND DISsolved.

SECT. 423. Any joint stock corporation, organized under the proHow joint stock visions of this act, may remove its place of business from any town remove place of in this state, where it is or may be located, to any other town in this state. But the president and secretary of such corporation shall procure, from the town clerk of the town from which it shall remove, à certified copy of the records of its articles of association, and all other records, showing the state of its affairs; to which certified copy shall be attached the certificate of said president and secretary, that such corporation has thus removed, which certified copy, and certificate attached, shall be left for record, immediately on such removal, in the office of the town clerk of the town to which such corporation shall remove, and shall be recorded by such clerk, at full length, in a book kept by him for such purpose. And the president and secretary of such corporation shall, immediately on such removal, cause a like certificate to be deposited with the secretary of this state, which shall be recorded by him in a book kept for that purpose; and they shall cause a duplicate copy of such certificate to be published in two newspapers, published in the county in which such corporation shall be located, or in an adjoining county; and in case of removal from one county to another, said duplicate shall be published in two newspapers, one in the county from which, and the other in the county to which, such corporation shall remove.

Corporate pow

scinded.

SECT. 424. The general assembly may, at any time, for just cause, ers may be re- rescind the powers of any joint stock corporation created pursuant to the provisions of this act, and prescribe such mode, as may be necessary or expedient, for the settlement of its affairs.

Library com

ed.

LIBRARY COMPANY.

SECT. 425. Any number of individuals, in any town, may assopany, how form-ciate for the purpose of establishing a public library; and, being so associated, shall, on compliance with the provisions of this section, be a body politic and corporate; may choose a president and other officers; may enact by-laws for regulating the affairs of such corporation, not inconsistent with the laws of this state, and compel the due observance thereof by suitable penalties; may sue and be sued, and do all acts necessary and proper for the well ordering of the affairs of such corporation; but before such association shall be entitled to the privileges herein granted, it shall lodge with the secretary of this state a copy of its articles of association.

MEDICAL SOCIETY.

Corporate name, and general powers.

SECT. 426. The physicians and surgeons, now members of the Connecticut Medical Society, and all physicians and surgeons, who