Oath. To codify, arrange, im prove, harmoand revise the nize, annotate State statute. Copies of revision to be furnished. Code Commission, and a majority of its members shall determine all questions properly coming before it. Sec. 3. Before entering upon the discharge of their duties each of the members of said commission shall qualify by taking and subscribing an oath to faithfully perform his duties under this act. Sec. 4. Such commission shall carefully revise and codify all the laws of this State, and shall re-write the same and divide them into appropriate parts and arrange them under appropriate titles, chapters and sections; insert all amendments, and omit all parts repealed or obsolete or of a local or temporary character. Said commission shall have the power to transpose words and sentences, arrange the same into sections or paragraphs and number them, change the phraseology, and make any and all alterations and amendments necessary to improve, systematize, and harmonize the laws and make them conform to the Constitution. The various sections or paragraphs of the code so prepared shall be provided with brief foot notes of the decisions of the Supreme Court of Utah explaining or expounding the same, and with foot notes of such other state and Federal decisions as the commission may deem expedient. Sec. 5. On or before January 1st, 1897, said commission shall furnish to the Governor to be printed for the use of the members of the next Legislature and other State officers, a copy or copies of the codification as revised, re-arranged and recommended. Such report shall be indexed, and in the form of a bill or bills for enactment or re-enactment. The printing and binding of said report shall be done in this State under the supervision of the State Board of Examiners. Sec. 6. Each member of said commission shall be Compensation allowed eighteen hundred dollars as full compensation of commission. for his services under this act, to be paid in the following manner: One hundred ($100.00) dollars per month payable at the end of each month of service upon a voucher approved by the Governor, and the balance of said eighteen hundred dollars payable upon the approval of the report of the commission by the State Board of Examiners. The commission shall be allowed to employ clerical assistance at an expense of not more than ten dollars per day in the aggregate, when such assistance is actually necessary to the proper discharge of the duties of said commission, and shall also be al Clerical help. lowed incidental expenses for postage, stationery, and other necessary matters; the vouchers for clerk hire and incidental expenses to be certified by the commission to the Governor for his approval. accounts of Sec. 7. Upon the approval by the Governor of any Payment of duly verified accounts and vouchers of the commission commission. herein provided for, the State Auditor is hereby directed to draw his warrants upon the State Treasurer for the amounts. And upon the approval by the Board of Examiners of the report aforesaid, the State Auditor shall draw his warrants on the State Treasurer for the balance of the amount of said compensation of eighteen hundred dollars for each member of said commission. Sec. 8. The sum of seven thousand five hundred Appropriation. ($7,500) dollars or so much thereof as may be necessary is hereby appropriated to carry out the provisions of this act. Sec. 9. This act shall take effect upon approval. CHAPTER LXXXVI. THE GREAT SEAL. AN ACT describing and Providing for the Great Seal of the State of Utah. Be it enacted by the Legislature of the State of Utah: great seal of SECTION 1. That "The Great Seal of the State of Description of Utah" shall be 24 inches in diameter, with the follow- the State. ing device inscribed thereon: In the center thereof a shield, with the American eagle with outstretched wings perched thereon; the top portion of said shield thereof pierced by six arrows; across the shield, below the arrows, the word "Industry" appears, and beneath the word "Industry" a beehive, on either side of which are growing sego lilies. Directly below the bee-hive are the figures "1847," and on either side of said shield is our National flag. Encircling all, near the outer edge of said Seal, beginning at the lower left hand portion and ending at Penalty for illegal use of Seal. Secretary of State to use seal. the lower right hand portion thereof, are the words, "The Great Seal of the State of Utah," at the base are the figures "1896." Sec. 2. Any person who shall illegally use or affix the Seal of this State to any written or printed document whatever, or shall fraudulently forge, deface, corrupt or counterfeit the same, or affix said forged, defaced, corrupted or counterfeited seal to any commission, deed, warrant, pardon, certificate or other written or printed instrument, or shall have in his or her possession or custody any such Seal, knowing it to be falsely made and counterfeited, and shall wilfully conceal the same, shall, upon conviction, be punished at hard labor in the State Prison for a term of not less than two years nor more than ten years, at the discretion of the court. Sec. 3. The Secretary of State is alone authorized to use or affix the Seal of this State to any document whatever, and he only in pursuance of law; and the said secretary is hereby made the custodian of the Seal of the State and responsible for its safe keeping. Sec. 4. The Secretary of State is hereby authorOrder for seal. ized and required to procure, for the use of the State, a seal as described in section one of this act, and the State Auditor is hereby authorized to draw his warrant on the State Treasurer for the amount of the cost thereof. Sec. 5. This act shall take effect upon its ap proval. Approved April 3, 1896. CHAPTER LXXXVII. PRIVATE CORPORATIONS. AN ACT to amend An act, entitled "An act Compiling and Amending the Laws relating to Private Corporations," being Sections 2267 to 2293 both inclusive, Compiled Laws of Utah, 1888. Be it enacted by the Legislature of the State of Utah: SECTION 1. That sections 2267 to 2293, both inclusive, of the Compiled Laws of Utah of 1888, entitled "An act compiling and amending the laws relating to private corporations," are hereby amended to read as follows: corporators. Purposes. Section 2267. s. 1. Hereafter, any number of per- Residence of sons, not less than five, one-third of whom being residents of this State, and desirous of associating themselves together for the establishing and conducting of any mining, manufacturing, commercial, or other industrial pursuit, or for conducting the business of loan, investment, trust or guarantee associations, or for the construction or operation of wagon roads, irrigating ditches, or the colonization and improvement of lands, or for colleges, seminaries, churches, libraries, or any other benevolent, charitable, or scientific associations, or for any rightful subject consistent with the Constitution and the laws of this State and of the United States, and who wish to incorporate for that purpose, may, by complying with the provisions of this act, become a body corporate. be made and Sec. 2268, s. 2. They shall enter into an agree- Agreement to ment in writing, signed by each of them, and by at acknowledged. least three of their number acknowledged before the county clerk or any notary public of the county in which they have established or intend to establish their principal place of business, stating the precinct or city where such corporation is organized, and stating the name of the association, their names and places of residence written in full, the time of its duration, which shall not in any case be less than three years nor more than fifty years, the pursuit or business agreed upon, specifying it in general terms, the place of its general business, the amount of stock each party has subscribed, the amount of each share and the limit of capital stock agreed upon, the number and kind of officers for the corporation with their qualifications and term of office and the time and manner of their election, removal and resignation, how many of the entire board of directors shall be necessary to form a quorum and be authorized to transact the business and exercise the corporate powers of the corporation, and whether the private property of the stockholders shall be liable for its obligations or not, with such additional clauses as they deem necessary for the conducting of the business and its future safety and welfare. To this there shall be added the oath or affirmation of three or more of their number to the effect that they Capital stock in property. have commenced, or it is bona fide their intention to commence and carry on the business mentioned in the agreement, and that the affiants verily believe that each party to the agreement has paid or is able to and will pay the amount of his stock subscribed for, provided that said acknowledgment shall not be made until at least ten per cent of the stock subscribed by each stockholder, and not less than ten per cent of the capital stock of the corporation has been paid in; Provided, That where the amount of the capital stock of any corporation which may be formed under the provisions of this act, consists of the aggregate valuation of property, for the working, development, management, use, sale or exchange of which such corporation shall be formed, no actual subscription in money to the capital stock of such corporation shall be necessary; but each owner of such property shall be deemed to have subscribed such an amount to the capital stock of such corporation as will represent the fair estimated cash market value of so much of said property or such an interest therein, the title to which he may, by deed of trust, convey, or may have conveyed or vested in such corporation, such subscription to be deemed to have been paid in upon the execution and delivery to such corporation of such conveyance or deed of trust; Provided further, That this section shall not be so construed as to prohibit the stockholders of any corporation from subscriptions. regulating the mode of making subscriptions to its capital stock, and calling in the same by by-laws or express contract; and Provided further, That where substock in other scriptions to the capital stock of any company are paid in other than money, the fact shall be so stated, and the kind of property, with a description thereof, specified in the articles of agreement. Where any subscription to the capital stock of any corporation, except corporations organized for mining or irrigating purposes, is paid for in property other than money, there Description of must appear in the articles of incorporation a description of the property so taken, and a statement of the fair cash market value thereof, accompanied by the oath of three persons who know its market value, that it is reasonably worth the amount for which it was accepted by the corporation. If the property has no ascertainable market value, then that fact must be stated in the affidavit, together with a statement of its estimated cash value. Not to affect mode of Payment of than money to be stated. property. |