Corporation to organize within one year. Increasing and dimin. SEC. 360. If any corporation does not organize and commence the transaction of its business or the construction of its works within one year from the date of its incorporation, its corporate powers cease. The due incorporation of any company, claiming in good faith to be a corporation under this Part, and doing business as such, or its right to exercise corporate powers, shall not be inquired into, collaterally, in any private suit.to which such de facto corporation may be a party; but such inquiry may be had at the suit of the State or information of the Attorney-General. Stats. 1862, 110, Sec. 1. SEC. 361. Every corporation may increase or diminish ishing capi- its capital stock as in this section provided: tal stock, how. 1. By a majority vote of the Directors there may be called a meeting of the stockholders, to be convened for the purpose of increasing or of diminishing the capital stock. 2. Personal notice of the time and place of such meeting, and the object thereof, must be served on each stockholder resident in this State; or, in lieu thereof, the notice must be published in every issue of a newspaper published in the county where the principal place of business is located, for four weeks successively. 3. The notice must also contain the amount to which it is proposed to increase or diminish the capital stock. 4. The capital stock must in no case be diminished to an amount less than the indebtedness of the corporation or the estimated cost of the works which may be the object or purpose of the corporation to construct. 5. At least four-fifths of all the capital stock must be represented at such meeting, and at least two-thirds of the entire capital stock must vote in favor of such increase or diminution before the same is effected. 6. A certificate, signed and verified by the Chairman and Secretary of the meeting, must be made, showing a strict compliance with all the requirements of this section; the amount to which the capital stock has been increased or diminished; the amount of stock (and by whom held) represented at the meeting; the vote by which the object was accomplished; the amount of capital stock actually paid in, and the amount of all debts and liabilities of the corporation, and how secured. 7. This certificate must be subscribed by a majority of the Directors, and duplicates made, one to be filed in the office of the County Clerk and one in the office of the Secretary of State, as provided for original articles of incorporation, and thereupon the capital stock is so increased or diminished. [New section.] Stats. 1850, 347, Secs. 153, 196; 1853, 87, Sec. 20; 1853, 169, Sec. 25; 1865-6, 747, Sec. 17; 1861, 567, Secs. NOTE. Since, under this Code, no association of persons or capital can become a corporate body until a certain percentage of a fixed proportion of the capital stock named and subscribed is paid in to their Treasurer, and thus the capital stock named may be, of necessity, smaller than desirable if the corporation proves a success, facility for increasing the capital stock is by this section provided. Experimental and prospecting corporations may thus readily comply with the Code, and at the same time deception is prevented. ARTICLE II. LANDS AND RIGHT OF WAY. SECTION 365. Corporations may acquire real estate, and how much. 366. State lands granted for use of corporations. 367. Grant not to embrace town lots. 368. Wood, stone and earth may be taken from State lands. 369. Corporations failing to comply with provisions, to take no grant. 370. Lands to revert to State, when. 371. Selections made, how proved and certified to. 372. County, city and town property, how acquired. 373. Administrators and guardians may convey lands of estates, how. real estate, much. may acquire and how SEC. 365. No corporation shall acquire or hold any Corporations more real estate than may be absolutely necessary for the use of the business conducted or the construction of their works, except as specially provided, and every such corporation may exercise, the right of eminent domain to acquire such necessary real estate, as provided in Tit. VII, Part III, CODE OF CIVIL PROCEDURE, when needed for the uses and purposes therein mentioned. [New section.] State lands granted for use of corporations. Grant not to embrace town lots. Wood, stone and earth may be taken from State lands. Corporations failing to provisions, to take no grant. SEC 366. There is granted to every corporation the right of way for the location, construction and maintenance of their necessary works, and for every necessary adjunct thereto, over any swamp, overflowed or other public lands of the State not otherwise disposed of or in use, not in any case exceeding in length or width that which is necessary for the construction of such works and adjuncts, or for the protection thereof, not in any case to exceed two hundred feet in width. Stats. 1861, 617, Sec. 20. SEC. 367. The grants mentioned in the preceding section do not apply to public lands of the State within the corporate limits of towns and cities, or within three miles thereof. Such lands, not exceeding two square acres in each case, may be condemned as provided in Tit. VII, Part III, CODE OF CIVIL PROCEDURE, to the use of such corporation, on payment to the State the value thereof, ascertained in such proceedings. The grants for adjuncts, not exceeding two acres of land, must not be nearer each other than five miles along the course or line of the works. Stats. 1861, 617, Secs. 20, 21. SEC. 368. The right to take from any of the lands belonging to the State, adjacent to the works of the corporation, all materials, such as wood, stone and earth, naturally appurtenant thereto, which may be necessary and convenient for the original construction of its works and adjuncts, is granted to such corporations as sball, in all respects, comply with the provisions of this Part and Title limiting such grants and the holding of lands. Stats. 1861, 618, Sec. 20. SEC. 369. A corporation formed under this Part, comply with which fails or neglects to comply strictly with the provisions thereof regulating its formation, and directing and restricting the conduct of its affairs, takes nothing, either of the lands of the State or appurtenances thereto, herein granted. Lands to revert to Stats. 1861, 618, Sec. 20. SEC. 370. If any corporation receiving State lands or State, when. appurtenances thereunder is dissolved, ceases to exist, is discontinued, or the route or line of its works is so changed as not to cover or cross the lands selected, or the use of the lands selected is abandoned, such selected. lands revert, and the title thereto is reinvested in the State, free from all such uses or trusts. SEC. 371 When any selection of the right of way, or land for an adjunct to the works of a corporation, is made by any corporation, the Secretary thereof must transmit to the Surveyor-General, Controller of State, and Recorder of the county in which the selected lands are situate, a plat of the lands so selected, giving the extent thereof and uses for which the same is claimed or desired, duly verified to be correct; and, if approved, the Surveyor-Gen eral must so indorse the plat, and issue to the corporation a permit to use the same, unless, on petition properly presented to the Court, a review is had and such use prohibited. and town property, how ac SEC. 372. When the lands of any county, city or town County, city are required to be used by any corporation, in conformity with the law regulating the transfer thereof, the proper quired. officers of any such county, city or town may convey the same by deed (with or without compensation, as may be agreed upon), to such corporation; if not so conveyed by agreement, such lands may be condemned as private lands are provided to be condemned, under Tit. VII, Part III, CODE OF CIVIL PROCEDURE. SEC. 373. For the same purposes, the lands or any interest therein of infants, idiots, insane or deceased persons, may be conveyed by the guardian, executor or administrator thereof, on application therefor to the proper Probate Court, after appraisement and notice to all persons interested, as in other cases of disposal of lands under order of the Probate Court. The sale must not be for less than three-fourths of the appraised value; and after report and approval thereof by the Court, and the payment of the purchase money, a deed must be executed. If such lands or interest cannot be thus obtained, corporations may acquire the same by proceeding under Tit. VII, Part III, CODE OF CIVIL PROCEDURE. Administra guardians may convey tors and lands of estate, how. ARTICLE III. Records-of what, and how kept. Other records to be porations for profit, and others. RECORDS. SECTION 377. Records-of what, and how kept. 378. Other records to be kept by corporations for profit, and others. SEC. 377. All corporations for profit are required to keep a record of all their business transactions; a journal of all meetings of their Directors, members or stockholders, with the time and place of holding the same, whether regular or special, and if special, its object, how authorized and the notice thereof given. The record must embrace every act done or ordered to be done; who were present and who absent; and, if requested by any Direc tor, member or stockholder, the time shall be noted when he entered the meeting or obtained leave of absence therefrom; on a similar request, the ayes and noes must be taken on any proposition, and a record thereof made; on similar request, the protest of any Director, member or stockholder, to any action or proposed action, must be entered in full; all such records to be open to the inspec tion of any Director, member, stockholder or creditor of the corporation. Stats. 1861, 607, Sec. 11; 1853, 169, Sec. 22; 1853, 90, SEC. 378 In addition to the records required to be kept kept by cor- by the preceding section, corporations for profit must keep a book, to be known as the "Stock and Transfer Book," in which must be kept a record of all stock; the names of the stockholders or members alphabetically arran_ed; instalments paid or unpaid; assessments levied and paid or unpaid; a statement of every alienation, sale or transfer of stock made, the date thereof, and by and to whom; and all such other records as the by-laws prescribe. Corporations for religious and benevolent purposes must provide in their by-laws for such records to be kept as may be necessary, and none other [New section.] Stats. 1861, 607, Sec. 11; 1853, 169, Sec. 22. |