Certificates of stock, may cancel, etc.

Proviso.

Shares of stock of other corporations,

may hold.

President,

of.

be formed, all their rights and powers, until the consolidated corporation shall be organized; and thereafter each of the said constituent corporations shall continue, for the purpose of perfecting the said union, and of doing all such acts and things as may be necessary therefor; and shall execute all such transfers, conveyances and assignments, as the consolidated corporation may deem necessary or expedient to vest itself of any property, estates, contracts, rights, or claims which do not vest in it by operation of law.

(33) SEC. 7. Any corporation formed by consolidation under this subdivision shall have power to call in and cancel the certificates of stock of the several corporations so consolidating, and to make and issue to its stockholders new certificates of stock in the consolidated corporation, in such proportions to each as each shall be entitled to, according to the terms of consolidation as agreed upon, and to cancel the stock of any stockholder who shall not return his stock to be cancelled, as aforesaid, within thirty days after actual notice of the resolution of the corporation for calling in such stock, or who shall not return his stock after publication of notice of said resolution once in each week for four successive weeks in some daily paper published in the county where the principal business office of the company is located: Provided, That in every case where stock is so cancelled without return of stock for cancellation, it shall be the duty of the treasurer of such consolidated corporation to forthwith deposit with the secretary of state the equivalent certificates of stock in such consolidated corporation properly executed, and ready for delivery upon the demand of such person or persons whose original stock was so cancelled.

Subdivision 3.-Subsidiary Corporations.

(34) SEC. 8. Subject to the limitations of the laws of this state and of the United States with respect to monopolies and illegal restraints of trade, any corporation organized for pecuniary profit shall have power, in furtherance of the objects of its existence, to purchase and hold shares of stock of other corporations organized under the laws of this or any other state for purposes similar to those of such corporation.

A combinamonopoly to statute and

Corporations cannot enter into partnership with each other. tion or pool between corporations, whose purpose is to create a control traffic, is clearly within the prohibition of the federal is therefore unlawful and void.-White Star Line v. Star Line, 141/604.

(35) SEC. 9. When any such corporation shall be a stocketc., eligibility holder in any other corporation, as in this subdivision provided, its president and other officers or any of its directors shall be eligible to the office of director of such corporation, the same as if they were individually stockholders therein, and the corporation holding such stock shall possess and exer

cise in respect thereof, all the rights, powers, privileges and liabilities of individual owners or holders of such stock.

CHAPTER 4.

Extension of Corporation Terms and Voluntary Dissolutions.

Subdivision 1.-Extension of Corporate Life and Change of

Attitude.

term.

(36) SECTION 1. Any stock corporation whose term is Extension of about to expire by limitation, may, at any time within two corporate years next preceding the expiration of such term, by the consent of at least two-thirds of its capital stock at any annual meeting or at any special meeting of its stockholders called for that purpose, direct the continuance of its corporate existence for such further term, not exceeding thirty years from the expiration of its former term, as may be expressed in a resolution for that purpose. Upon the adoption of such resolution it shall be the duty of the president and secretary to make, sign and acknowledge in triplicate, new articles to which shall be appended a copy of the proceedings of such stockholders' meeting, certified by the secretary and verified by his oath, which articles shall be filed where original articles are required to be filed by this act.

expires.

(37) SEC. 2. Any such stock corporation whose term has When term expired, but which has not been wound up or dissolved and which has nevertheless inadvertently continued its active business beyond such term, may with the consent of at least four-fifths of its capital stock, renew its corporate existence in the same manner as is provided in this chapter in relation to a corporation whose term is about to expire, and it shall be the duty of the officers and directors de facto, to do and perform all things required of such officers and directors de jure as provided in this subdivision, in relating to calling a special meeting of the stockholders and submitting the question to them of renewing the corporate existence, and the filing of renewed articles. But no such corporation de Renewal, facto shall be permitted to renew its corporate life unless such action is taken within three years next after its term has expired, and such renewal shall in no wise relieve such corporation from any penalties that may have accrued against it under any law of this state, but such renewal shall entitle the corporation to all the rights, privileges, immunities and powers conferred upon corporations renewing their corporate existence before or at the expiration of their term.

when made.

without cap

(38) SEC. 3. Any corporation without capital stock, incor- Corporations porated under this or any other law of this state whose term ital stock. of existence has expired or is about to expire, may renew such corporate existence at any meeting of the members of such

Corporate existence of certain corporations to be in perpetuity.

Rights, etc., of renewed

corporation called for that purpose, notice of which shall have been given in the same manner and published for the same length of time as is required in this act in the case of amendments to the articles of such corporations. In case the corporate existence has not yet expired, such meeting may be held at any time within two years next preceding such date of expiration, and in case such existence has expired, such meeting shall be held within two years next following such date of expiration. No such corporate life shall be renewed excepting by the affirmative vote of two-thirds of the members present at such meeting. The articles shall thereupon be renewed and filed as provided in section one of this chapter.

(39) SEC. 4. The corporate existence of all corporations, heretofore incorporated or incorporating under this act without capital stock, for religious, benevolent, social or fraternal purposes, shall be deemed to be in perpetuity, notwithstanding any limitation or term fixed in the articles or in the law under which such corporation originally incorporated, and it shall not hereafter be necessary for any such corporation to formally renew its corporate existence, but every such corporation shall be deemed to have perpetual succession unless it shall, in any particular case, after the passage of this act, affirmatively waive the right to perpetual existence, and shall fix a definite term in its articles.

(40) SEC. 5. Any corporation which has thus been recorporations. newed shall be the same corporation, shall hold and own all the rights, franchises and property held and owned by the corporation before renewal, be subject to all its liabilities, and have the same stockholders, members and officers.

Bodies corporate, when deemed.

Certificate of dissolution,

(41) SEC. 6. All corporations whose charters shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless continue to be bodies corporate, for the further term of three years, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their affairs, to dispose and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which such corporations were organized.

(42) SEC. 7. In any case where a corporation shall be disfiling, etc., of. solved by process of law, or whose term of existence shall terminate by limitation and not be renewed, or whose property and franchise shall be sold at mortgage sale, or if for any reason the attitude of the corporation toward the state shall be changed from that set forth in the articles without a formal dissolution, it shall be the duty of the last board of directors thereof within thirty days thereafter to file a certificate to such effect with the secretary of state signed by a majority of the remaining members of such board and accompanied with the fee prescribed, which certificate shall be filed or recorded along with the original articles. In case of neg

lect or refusal to file such certificate as aforesaid, each of said directors shall be subject to a penalty of five dollars for each and every day during the continuance of such neglect or refusal to be collected in an action brought therefor, by the attorney general.

Subdivision 2.-Winding up Corporate Affairs-Voluntary.

procedure.

(43) SEC. 8. In addition to the methods provided in the Franchise, judicature act, so-called, for winding up, dissolving or other surrender of, wise terminating the corporate existence of any corporation of this state, any solvent corporation, the stockholders or members of which shall desire to cease doing business, surrender their franchise and wind up their corporate affairs, may do so by the following procedure: Notice of such intention shall be published in the call for the meeting of the stockholders or members, whether a regular or special meeting, and at such meeting the question of winding up, dissolving and terminating the existence of such corporation shall be submitted to such stockholders or members in a resolution. The adoption of such resolution shall require an affirmative vote of two-thirds of the capital stock or of two-thirds of the members in non-stock corporations. Upon the adoption of such resolution, the stockholders or members may appoint three or more of the directors or trustees to make an audit of the books, accounts and papers, and to make an inventory and appraisal of the property of such corporation, which audit and inventory shall be filed with the board. Upon receiving such audit and inventory, the board shall proceed to liquidate all of the debts and obligations of the corporation, and to sell the property, rights, franchises, to collect all claims due the corporation, and reduce all of such assets to possession.

See § 13563 et seq., C. L. '15.

solution.

(44) SEC. 9. It shall be the duty of such board to cause a Publication of public notice of such approaching dissolution to be inserted notice of disonce each week for three successive weeks in some newspaper published in the city or village where such corporation has its principal place of business, calling the attention of all creditors to the same, and requesting such creditors to present their claims at the office of such corporation on or before a date to be fixed in such notice. It shall also be the duty of such board to notify each known creditor by registered mail of such intention to dissolve.

ment of.

(45) SEC. 10. The board shall have full power and author- Claims, settleity to settle, compromise and pay all claims against the corporation, and to receive, receipt and give acquittance for all debts due the corporation, and to authorize the officers thereof to execute and deliver such deeds or instruments as may

Surplus, distribution of.

Treasurer to distribute surplus, etc.

President, etc., duty of.

Access to records.

When deemed dissolved.

Proviso.

be necessary in the sale or conveyance of any of the real or personal property of such corporation.

(46) SEC. 11. As soon as may be convenient after the property has been sold, all assets reduced to cash and all debts paid, the directors shall call a final meeting of the stockholders or members of such corporation, and shall present at such meeting a detailed financial statement showing the exact surplus to be distributed among the stockholders or members. Such statement shall be subject to such audit as the stockholders or members present may direct, and such stockholders or members may then proceed to order the distribution of such surplus as the respective interests may appear. It shall be the duty of the treasurer or other person having custody of the moneys of such corporation to make such distribution and to take charge of the records, receipts and accounts of such corporation and to have the same in safekeeping; or upon the direction of such stockholders or members such records may be deposited for safe-keeping with any bank or trust company within this state. The books and records of such corporation shall not be destroyed by the custodian thereof within ten years next after the filing of notice of dissolution as hereinafter provided for. The expense of such custody shall be paid for in advance before the final distribution of the surplus is accomplished.

(47) SEC. 12. SEC. 12. It shall be the duty of the president and secretary of such corporation to execute and file with the secretary of state a certificate reciting the resolution to dissolve, a copy of the final statement, and the sworn statement of the treasurer of such corporation that all of the debts of such corporation have been paid and the surplus distributed to the stockholders and members, and giving the name and address of the custodian of the records of such corporation. The secretary of state shall have access to all of such corporation's records, wherever lodged, at any time within ten years next after such dissolution, and any person or corporation having custody of such records, who refuses to produce the same on demand of such secretary of state, shall be deemed guilty of a misdemeanor; and such secretary of state may enforce his right to have access to such books by the subpoena or warrant of any court of record in this state.

(48) SEC. 13. Upon filing such final certificate, the said corporation shall be deemed to be dissolved, its franchise surrendered, and all of its powers, rights and privileges extinguished Provided, however, That nothing in this subdivision contained shall be construed as taking away or prejudicing any right of creditors to pursue any remedy at law or in chancery given by any law of this state with respect to such corporation, its stockholders or members, within such period as may be prescribed in the statutes of limitations.