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stated meetings of the stockholders. Notice of special meetings shall be given in such manner as may be prescribed in the agreement or by-laws. When not otherwise specified in the agreement or by-laws, notice of special meetings of the stockholders shall be given by personal service of the notice upon each stockholder at least five days before the day fixed for the meeting, or by advertisement in some newspaper published in the State, having general circulation in the county in which the principal place of business of the corporation is located. If publication be made in a daily newspaper, the notice shall be published in each issue of the paper for a period of two weeks, and if in a weekly newspa

per, for three successive issues next before the day of Removals from meeting. A director or other officer may be removed stockholders from office as provided in the agreement, or, in case

there is no provision in the agreement, then by an unanimous vote of stockholders holding two-thirds of the capital stock outstanding at a meeting held after previous notice of the time and place and of the intention to propose such removal.

Special meetings of stockholders for this purpose may be called by the president or by a majority of the directors, or by stockholders holding at least one-half of the shares of stock outstanding. Such calls must be in writing and addressed to the secretary, who must thereupon give notice of the time, place and object of the meeting, and by whose order it is called. If the secretary refuse to give the notice, or if there be no secretary the call may be addressed directly to the stockholders. In case of removal of a director or other officer, the vacancy may be filled by election at the same meeting. At all meetings each shareholder shall be entitled to one vote for each share of stock which he or she may have in his or her own right, or any held by him or her in trust for others, as administrator, executor or guardian, and such votes may be given in person or by an authorized agent or proxy.

Sec. 2286, s. 20. If the agreement mentioned in Liability of section 2268, provide that the individual property of

the stockholders shall be liable for the corporate obligations, then such property shall be deemed and taken to be so liable; if it provide that such individual property shall not be liable, then it shall be deemed and taken to be not liable; Provided, That the joint prop

Voting of stock, sa


Right to modify


scientific, etc., purposes.

erty of the corporation and the unpaid stock shall be liable for the debts of the corporation.

Sec. 2287, s. 21. The Legislature may hereafter Rie modify or repeal this act; but if it be repealed, or if pr repeal the franchise of any corporation organized under this act shall be forfeited, the corporation may continue for the purposes specified in section 2275.

Sec. 2288, s. 22. Religious, social, benevolent, scientific and other corporations included in section for religious, 2267 when pecuniary profit is not their object, may, in accordance with the rules, regulations or discipline of such association or institution elect directors, the number thereof to be not less than three nor more than twenty-five, and may incorporate themselves as provided in this act.

Sec. 2289, S. 23. Instead of the requirements Same. provided for incorporating associations in section 2268, pertaining to subscription of capital stock, or the payment thereof, it shall be sufficient for associations mentioned in the preceding section, if the articles of agreement or incorporation set forth the holding of the election for directors, the time and place where the same was held, that a majority of the members of such religious, social, scientific or benevolent association, or branch thereof, were present at such election and signed the articles of agreement and the result thereof; to be verified by the officers conducting such election. Said directors or other officers shall qualify and continue in office as provided in the articles of agreement or by-laws consistent with this act.

Sec. 2290, s. 24. Corporations referred to in the Religious, etc., two preceding sections, may hold all the property of holding op het the corporation or members thereof, owned prior to pre incorporation or acquired thereafter in any manner, and transact all business relative thereto; but no such corporation must own or hold more real estate than may be necessary for the business and objects of the associations; Provided, That incorporations of Masons, Odd Fellows, endowed institutions of learning, or other corporations, under the provisions of this act, may hold such real estate as may be necessary to carry out their charitable purposes, or for the establishment and endowment of institutions of learning connected therewith. The directors must annually make a full Directors must report of all property, real and personal, held in trust uportes for their corporation by them, and of the condition

property by

Directors must


sale of property


Method of validating defective organizations.

thereof to the members of the corporation for which they are acting.

Sec. 2291, s. 25. Corporations mentioned in secMortgage or tion 2288, may when necessary for their good, mortEy religious, gage or sell their real or personal property; Provided, etc.,

That such mortgage or sale must be authorized by a two-thirds majority vote of its members present at a duly called meeting for that purpose. Such mortgage or sale may be made by the directors of such corporation, and the proceeds thereof used as may be provided by the by-laws thereof.

Sec. 2292, s. 26. All corporations incorporated, or purported to be incorporated, under the laws of Utah, which have heretofore filed, acknowledged, verified and recorded their articles of incorporation, in any county of this State, or former Territory of Utah, shall be established and confirmed as corporations from the time of the organization thereof, as fully as if said articles were acknowledged, verified, filed and recorded in the county of the principal place of business of said corporation, upon the filing by such corporation, of certified copies of its articles and certificate of corporation with the Secretary of State and with the county clerk of the county in this State in which its principal office or place of business is situated.

Sec. 2293, s. 27. All corporations, not organized Foreign corpor- under the laws of this State, before doing business articles, etc. within the State shall file with the Secretary of State

and with the county clerk of the county wherein their principal office in the State is situated, a certified copy of their articles of agreement, certificate of incorporation and by-laws, and, in case of alteration or amendment of said articles of incorporation or by-laws, shall file certified copies of such alterations or amendments with each of said officers, and shall also, before doing business within the State, by resolution of their board of directors, accept the provisions of the Constitution

of this State, and also designate some person residing whom process in the county in which its principal place of business may be served.

in the State is situated, upon whom process issued by authority of or under any law of the State may be served. A copy of such resolutions shall be certified by the president and secretary, under seal of the company, and filed in the office of the Secretary of State and in the office of the county clerk of the county in which its principal office is situated; any such

ations to file

To designate person on whom process

corporation failing to comply with the provisions of
this section, shall not be entitled to the benefits of the
laws of the State relating to corporations; Provided,
That all foreign corporations doing business within the
State at the time of the approval of this act, shall have
sixtv days from the approval of this act to comply with
the terms of this section; and, Provided further, That do
the buying of bonds, notes, or other commercial secur-
ities for an investment shall not be construed as doing
business within the State.

Sec. 2. This act shall take effect upon approval.
Approved April 4, 1896.


Thot Doing business




AN ACT to provide for Bail Commissioners in Cities of this State.

sioners in police

se all the by law upon Jons arreste

Be it enacted by the Legislature of the State of Utah:

SECTION 1. That the mayor of any city in this Ball commis. State may, by and with the consent of the city council, department. appoint from among the officers and men in the police department of said city, one or more discreet persons to be known as bail commissioners, who shall have and exercise all the powers which are now or hereafter Powers. may be conferred by law upon justices of the peace in respect to fixing the bail of persons arrested for misdemeanors under the laws of this State or for violation of the city ordinances, and taking and approving same; Provided, That any person who has been ordered by any such bail commissioner to give bail, may deposit the amount thereof in money with such bail commissioner.

Sec. 2. Commissioners appointed under this act Term of office, shall serve at the pleasure of the mayor. They shall receive no compensation, and before entering upon No their duties as such commissioners, shall take and subscribe an oath to faithfully and impartially discharge the duties of their office, and shall give bond to the city Bond.


wherein they are appointed with two good and sufficient sureties, in the sum of twenty-five hundred dollars, conditioned for the faithful performance of their duties as such commissioners, and that they will well and truly account for and turn over to the city treasurer of their respective cities, at such times is way we designated by the city council, all moneys, bonds, property, and records coming into their hands as such commissioners, and at the expiration of their term of office, they will surrender and turn over to said treas. urer all funds, bonds, property, papers and records pertaining to their respective offices, then in their hands.

Sec. 3. The oaths of office and bonds of said commissioners shall be filed with the city recorders of their respective cities.

Sec. 4. This act shall take effect upon its approval.

Approved April 4, 1896.

Filing oaths

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AN ACT abolishing the Board of Commissioners on Capitol Grounds and

Devolving its duties on the State Board of Examiners.

Board of examiners a

Be it enacted by the Legislature of the State of Utah:

SECTION 1. The Board of Commissioners on Capitol Grounds is bereby abolished, and its duties shall rounds hereafter be performed by the State Board of Examiners.

Sec. 2. This act shall take effect upon approval.
Approved April 4, 1896.


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