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Office, where kept.

Term of existence.

Officers and directors.

Blank forms, etc.

which the incorporators may deem advantageous for the regulation of the business of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, and of the directors, and the rights and privileges of the stockholders or any class or classes of stock and stockholders, including provisions for the better security of preferred stockholders, for the creating of a sinking fund for retirement of preferred stock, and prescribing and limiting the rights of any class or classes of stockholders to subscribe for increases of stock.

SEC. 5. (a) Every corporation shall maintain an office in this state and some person or persons in charge of such office, but it shall be lawful for any such corporation to conduct its business in whole or in part at any place or places within the United States or its possessions or any foreign country, excepting as may be hereinafter otherwise provided; and every corporation may, in its articles of association, or by its by-laws, establish and maintain a principal business office without this state, at which meetings of stockholders or directors may be held as provided by the by-laws;

(b) The term of existence of every corporation shall be not more than thirty years, or such other period as may be fixed by the constitution of this state. Corporations organized without capital stock for religious, benevolent, social or fraternal purposes, may incorporate without fixing any definite term in their articles, and the terms of such corporations shall be deemed to be perpetual, subject to the right of the legislature to alter, repeal or amend this section in accordance with the constitution.

SEC. 6. The incorporators in the first instance may elect such provisional officers and directors as they shall agree upon by majority vote; and in such case such provisional officers shall have the necessary authority to act for the incorporators in all matters relating to complying with this chapter as to filing the articles; and upon accomplishing the legal incorporation, they shall have such further powers, duties and responsibilities as devolve upon such officers and directors by law or under the charter and by-laws of the corporation, and until their successors are elected and qualify, as hereinafter provided for. If no such provisional officers be elected, the articles of association shall so state, and in such case the incorporators shall name one of themselves, or an attorney-in-fact, to represent them in filing the articles and to call the first meeting of the stockholders or members for the further organization of such corporation, which meeting shall be held not more than sixty days from such filing. Failure to hold such meeting shall work a forfeiture of all corporate rights of such corporation, unless the Secretary of State shall grant an extension of time for such purpose which shall in no instance exceed an additional thirty days.

SEC. 7. It shall be the duty of the Secretary of State to

prepare various forms suitable and convenient for executing and filing articles of the principal classes of corporations authorized to be incorporated under this act; and further forms for amendments to the same, and for all reports required to be made by such corporations to the Secretary of State or the county clerks. Such forms may be obtained from the Secretary of State upon application therefor, at such price as may be fixed by the Board of State Auditors.

CHAPTER 3.

Sale of Entire Corporate Property, Mergers, Consolidations,

Etc.

Subdivision 1.-Right to Sell Entire Property.

rights, sur

SECTION 1. Subject to the laws of this state and of the Corporate United States with respect to monopolies and illegal re render of. straints of trade, any corporation may, at any general or special meeting of its stockholders, with the consent of three-fourths of its capital stock, sell and convey all its property to any other corporation formed under the same or any similar law for corporate purposes of the same character. Notice of such sale shall be filed with the Secretary of State within thirty days thereafter, and such corporation shall thereupon be deemed to have surrendered its corporate rights, and shall transact no further business excepting such as may be necessary to wind up its corporate affairs.

Subdivision 2.-Consolidations, etc.

SEC. 2. Subject to the limitations of the laws of this state Consolidation. and of the United States with respect to monopolies and illegal restraints of trade, any two or more corporations, organized under this or any general law of this state, may, by a vote of three-fourths of the legally issued capital stock of each of said corporations, at any meeting of stockholders duly called to consider the question of such consolidations, notice of which meeting shall be sent by registered mail, postage prepaid, to each stockholder at least thirty days previous to said meeting, agree to unite and consolidate the said corporations. At such meeting the terms upon which the consolidation shall be effected, the valuation of the several properties, and the number of shares of stock in the consolidated corporation to which the stockholders in each of the constituent corporations may be entitled, shall be determined, and spread at length upon the records of each of the constituent corporations.

SEC. 3. The capital stock and the number of shares in Capital stock. the consolidated corporation may be the same as the aggre

Articles, filing of.

Powers, etc.

Claims, etc.

Officers, continuing power, etc., of.

gate capital stock and number of shares of the several corporations before such consolidation, and such consolidated corporation may call in the unpaid subscriptions on any of the outstanding capital stock of such consolidating corporations; but nothing in this subdivision contained shall be construed as preventing the consolidated corporation from capitalizing upon the basis of the actual value of its aggre gate assets or from creating any class or classes of shares that may be agreed upon in such consolidation to the same extent as is permitted in this act to other corporations.

SEC. 4. The consolidated corporation shall file its articles upon the completion of such reorganization in the same manner and with the same officials as is required by this act of other corporations. Each of the consolidating corporations shall, by its president and secretary, file with the Secretary of State and the appropriate county clerk where its original articles were recorded, a certificate setting forth the text of the agreement of such consolidation, whereupon, excepting for such purposes as are hereinafter provided for, the corporate existence of each of such consolidating corporations shall be deemed to have ceased.

SEC. 5. The consolidated corporation so formed shall hold and enjoy all the powers, privileges, rights, franchises, properties, claims, demands and estates, which at the time of such union may be held and enjoyed by either of the said constituent corporations and be subject to all the dues, demands, contracts, and liabilities existing against either of the same; and all suits at law or in equity, and all proceedings which may be pending, to which either corporation shall be a party, may be prosecuted and defended by the consolidated corporation in the same name, in like manner, and with the same effect as might have been done had such union not have been formed. All claims, contracts, rights, and causes of action of or against either of such constituent corporations, at law or in equity, may be enforced by suit or action, to be commenced and prosecuted by or against the consolidated corporation, and the said constituent corporations shall continue as corporations for the purpose of prosecuting and defending any suits or proceedings pending at the time of such consolidation.

SEC. 6. The officers of the constituent corporations shall continue to exercise, in behalf of the corporation so to 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,

stock, may

SEC. 7. Any corporation formed by consolidation under Certificates of this subdivision shall have power to call in and cancel the cancel, etc. 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 in located: Pro- Proviso. vided, 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.

stock of other

SEC. 8. Subject to the limitations of the laws of this state Shares of and of the United States with respect to monopolies and il- corporations, legal restraints of trade, any corporation organized for pe- may hold. cuniary 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.

SEC. 9. When any such corporation shall be a stockholder President, etc., eligibility in any other corporation, as in this subdivision provided, its or. 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 exercise 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.

SECTION 1. Any stock corporation whose term is about to Extension of expire by limitation, may, at any time within two years next term.

corporate

When term expires.

Renewal,

when made.

Corporations without capital stock.

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 resolu tion 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.

SEC. 2. Any such stock corporation whose term has 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 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.

SEC. 3. Any corporation without capital stock, incorporated under this or any other law of this state whose term of existence has expired or is about to expire, may renew such corporate existence at any meeting of the members of such 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.

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