be filed with

Sec. 2269, s. 3. The agreement, with the oath or Agreement to affirmation, shall, within ten days from, its due execu- clerk. tion, be deposited with the county clerk of the county in which the general business is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office, the expenses of which recording shall be paid by the corporation at the rate of twenty cents per folio.

qualify.

Sec. 2270, s. 4. Before the first or any other offi- How officers to cers shall enter upon the duties of their respective offices, they shall take and subscribe an oath of office, that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the corporation with intent to defraud any stockholder or creditor, or the public, and enter into bonds conditioned for the faithful discharge of their duties, to the acceptance of the county clerk, and the oath or affirmation and bonds shall be filed in the office of the county clerk.

Sec. 2271, s. 5. As soon as the agreement and Certificate of

incorporation.

oath or affirmation and oath of office and bonds are filed, the county clerk shall issue, under the seal of the court, a certificate to the effect that the agreement and oath or affirmation and oath of office and bonds, have been filed in his office, which certificate, together with a copy of the articles of agreement and oath or affirmation, certified by the county clerk must be filed in the office of the Secretary of State, who shall issue under the great seal of the State a certificate that a copy of the articles of agreement and oath or affirmation, containing the required statement of facts, have been filed in his office, which shall be sufficient to constitute the association a body corporate with succession as specified in the agreement, which certificate, or a certified copy of the same, shall be evidence of the due incorporation of the corporation; Provided, Exception of That corporations formed for religious, social, benev- religious, olent, educational or scientific purposes, or corpora- scientific, etc., tions formed for the construction and operation of irrigating ditches or reservoirs, shall not be required to file copies of their articles in the office of the Secretary of State, but the county clerk shall issue to such corporations, under the seal of the court, a certificate to the effect that the articles of agreement and oath. or affirmation, have been filed in his office, which cer

filing, in case of

benevolent,

associations.

Powers of corporation.

Directors.

Increase or decrease of

tificate shall be evidence of the due incorporation of the same.

Sec. 2272, s. 6. The corporation in its name shall have power to make contracts, to sue and be sued, to have a seal, which it may alter at pleasure, to buy, use and sell, or dispose of personal property, to buy, use, sell or dispose of all such real estate as may be neces-. sary for its general business, and such as shall be necessary for the collection of its debts, or judgments, or decrees in its favor. It may make all such by-laws, rules and regulations, not inconsistent with the laws in force, or which may be in force in this State, and not inconsistent with other corporate rights and vested privileges, as may be necessary to carry into effect the object of the association; and such by-laws, rules and regulations may be made in a general meeting of the stockholders or by a board of directors, selected by them. It may, as hereinafter provided, increase or diminish its capital stock or dissolve the corporation. The corporate powers of the corporation shall be exercised by the board of directors who shall be stockholders in the company, and one-third of them residents of the State. The number of directors named in the agreement of incorporation as being sufficient to form a quorum for the transaction of business shall form a board, Provided, That a quorum shall not be less than one-fourth of the whole number of directors, and every decision of a majority of the board so formed shall be valid as a corporate act.

Sec. 2273, s. 7. The capital stock of any corporation now existing, or that hereafter may be organized capital stock. by or under the laws of this State, may be increased by the sale of more shares, or by increasing the par value of the shares, or otherwise, to any amount not exceeding twenty millions of dollars; or such capital stock may be diminished by decreasing the par value of shares, the purchase and cancellation of shares, or otherwise, to any amount not less than fifty per cent. in excess of the indebtedness of the corporation. The name of such corporation may be altered, the number of its directors, or officers be changed, by making the number greater or less (but in no case shall the number of said directors be less than three nor more than twenty-five) the articles of agreement or incorporation may be otherwise changed or amended; Provided, Such amendment does not alter the original purpose of the incor

Change of name.

vote.

intended

poration. But no such change shall be made except by Two-thirds" a vote representing at least two-thirds of the capital stock, at a stockholders' meeting called for that purpose, in the following manner: Notice shall be given Notice of by the president or secretary of the board of directors change. of such corporation, in some newspaper printed in the English language, and having a general circulation in the county where the corporation has its principal place of business in this State, for at least twenty-one days, stating the nature of the proposed change or amendment, and the time and place of such meeting; such change or amendment, when adopted, shall be signed by the president and secretary of such corporation, and be filed and recorded by the same officer as were the original articles of incorporation and a copy thereof duly certified shall be filed in the office of the Secretary of State, who shall issue a certificate thereof, which shall be evidence of the facts therein stated. Where two or more corporations organized under this corporations. act shall desire to unite and consolidate, it shall be may lawful for them so to unite and consolidate; Provided, That at a regular meeting of said corporations, twothirds of the stockholders thereof shall by vote determine to so unite and consolidate; Provided, further, That said meetings of such several corporations for such purposes shall be called by notice published in some newspaper having general circulation within the counties where such corporations are established, for at least thirty days before such meeting shall be held.

consolidate..

Notice.

Disincorpor

Sec. 2274, s. 8. Any corporation formed under this act may dissolve and disincorporate itself by its ation. officers presenting to the district court for the county in which the principal office of the company is located, a statement setting forth that at a meeting of the stockholders called for that purpose, it was decided by a twothirds vote of all the stockholders to disincorporate and dissolve the corporation. Notice of the applica- Notice.. tion shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper having general circulation in the State once a week for a month. At the time and place appointed, or at any other time or place to which it may be postponed by the judge, said judge shall proceed to consider the application, and if satisfied that the corporation has taken the nec

Court's order. essary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

Corporate

powers con

ment of

accounts.

Sec. 2275, s. 9. Whenever the corporation shall be dissolved, if there shall be debts or claims due to it, tinued to settle or debts or obligations against it, or assets, real or personal, not converted into money for distribution, the corporate powers shall be continued for the purpose of collecting the debts or claims due and paying its debts or obligations, and selling and converting its assets into money and distributing the same among the stocknolders; and if no sufficient means of effecting the object and intent of this section be provided in the agreement or by-laws, the court shall have power on the application of any person interested to make all needful rules and orders and judgments necessary to carry the provisions of this section into effect.

Lien to corporation.

Removal of officers.

Officers to act till succeeded.

than regular

Sec. 2276, s. 10. The corporation shall collect of the stockholders the amount of stock by them subscribed, in such instalments and at such times as shall be settled by the agreement or by-laws. It shall have a lien on the amount paid in and the dividends thereon for any balance due for the stock of a delinquent stockholder.

Sec. 2277, s. 11. The directors or other officers may be removed from office in the manner prescribed by the agreement of incorporation or by the by-laws and all such officers after being qualified to act may continue to act unless removed until their successors are elected or appointed and qualified, and the sureties on their official bonds shall remain liable thereon until that time.

Sec. 2278, s. 12. If from any cause, the officers Officers may be shall not be elected at the time provided in the agreeelected at other ment or by-laws, such election may be made at such other time as the directors may appoint. If such appointment be not made within three months, then at the call of any six stockholders.

time.

Sec. 2279, s. 13. It shall be the duty of the corTo keep correct poration to keep true and correct books of its proceedings and business.

books.

Sec. 2280, s. 14. The stock shall be deemed perStock personal Sonal property and the delivery of a stock certificate of a corporation to a bona fide purchaser or pledgee for value, together with a written transfer of the same

property and may be transferred.

signed by the owner of this certificate shall be a sufficient delivery to transfer the title, as against any creditors of the owner so transferring the certificates, and all other parties whatsoever. But no such transfer shall affect the right of the corporation to pay any dividend due upon the stock or to treat the holder of record as the holder in fact for the purpose of voting and receiving dividends until such transfer is recorded upon the books of the corporation or a copy of the certificate is issued to the person to whom it has been transferred.

practices.

Sec. 2281, s. 15. If the secretary, clerk, or other Fraudulent person having the charge of keeping the books of the corporation, or any other person whose duty it is to make entries in such books, shall wilfully omit to make the proper entries, or shall knowingly and wilfully make any false and fictitious entries therein, with intent to deceive or defraud the corporation or any stockholder, creditor or other person, he and his counselors, advisers, aiders and abettors, shall be deemed guilty of forgery.

Sec. 2282, s. 16. If any officer, director, employe, Same. or other person having the charge or management of any money or other property of the corporation, or to whom any such money or other property shall be entrusted for any purpose whatever, shall fraudulently misapply, carry away, secrete, conceal or convert to his own use any such money or other property with intent to defraud such corporation, or any stockholder, creditor or other person, he, his counselors, aiders and abettors, shall be deemed guilty of embezzlement.

record by clerk.

Sec. 2283, s. 17. It shall be the duty of the clerk, Transcript of with whom the records in this act mentioned are kept, at the request of any person, on being paid his fees therefor, to give a transcript of such record under the seal of said court, and the duty of the Secretary of State in like manner to give a transcript under the Great Seal of the State, of the papers filed in his office, which transcript shall be conclusive evidence of such record and prima facie evidence of the facts therein stated.

franchise a

Sec. 2284, s. 18. Non-use for two years of the Non-use of franchise herein given shall be a forfeiture of the priv- forfeiture. ileges herein granted.

Sec. 2285, s. 19. Unless required by the agree- Notice of ment or by-laws, no notice need be given of annual or

meetings.