certain cor

be in per

SEC. 4. The corporate existence of all corporations, here- Corporate tofore incorporated or incorporating under this act without existence of capital stock, for religious, benevolent, social or fraternal porations to purposes, shall be deemed to be in perpetuity, notwithstand- petuity. ing 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.

of renewed

SEC. 5. Any corporation which has thus been renewed Rights, etc., shall be the same corporation, shall hold and own all the corporations. 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.

porate, when

SEC. 6. All corporations whose charters shall expire by Bodies cortheir own limitation, or shall be annulled by forfeiture or deemed. 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.

dissolution,

of.

SEC. 7. In any case where a corporation shall be dissolved Certificate of by process of law, or whose term of existence shall terminate filing, etc., 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 neglect 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.

SEC. 8. In addition to the methods provided in the judica- Franchise, ture act, so-called, for winding up, dissolving or otherwise surrender of, 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

Publication of notice of dissolution.

Claims, settlement of.

Surplus, distribution of.

Treasurer to distribute surplus, etc.

their franchise and wind up their corporate affairs, may do sc 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.

SEC. 9. It shall be the duty of such board to cause a public notice of such approaching dissolution to be inserted once 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.

SEC. 10. The board shall have full power and authority 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 be necessary in the sale or conveyance of any of the real or personal property of such corporation.

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 safekeeping 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.

SEC. 12. It shall be the duty of the president and secretary President, of such corporation to execute and file with the Secretary of etc., duty 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 Sec- Access to retary 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.

records.

dissolved.

SEC. 13. Upon filing such final certificate, the said cor- When deemed poration shall be deemed to be dissolved, its franchise surrendered, and all of its powers, rights and privileges extinguished: Provided, however, That nothing in this sub- Proviso. division 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.

PART II.

Corporate Management, Powers, Finances, Etc.

CHAPTER 1.

Corporate Powers and Management.

SECTION 1. Every corporation shall have power to have Corporate succession; to sue and be sued in any court of law or equity, powers, etc. or to be a party to any necessary proceedings before any board or commission of this or any other state or government, with the same rights and obligations as a natural person; to make and use a common seal and alter the same at pleasure; to ordain and establish by-laws for the government and regulation of its affairs, and to alter and repeal the same; to elect all necessary officers and to appoint and employ such agents

Real estate, may hold,

etc.

Schedule of, where filed.

Proviso, partpaid stock.

Directors, number, etc.

To be stockholders, etc.

and employes as the business may require, and to fix the compensation in all cases. Every corporation shall possess and may exercise all such rights and powers as are necessarily incidental to the exercise of the powers expressly granted thereto.

SEC. 2. Every corporation shall have power, unless expressly prohibited by law, to purchase, hold and convey all such real and personal estate as the purposes of the corporation may require, and all other real and personal estate which shall have been, bona fide, conveyed or mortgaged to said corporation by way of security or in satisfaction of debts. Any stock corporation may issue its authorized capital stock in payment for any real estate or personal property so purchased, to the amount of the value thereof, and the capital stock so issued shall be deemed full-paid stock, and not liable to any further call, neither shall the holder thereof be liable for any further payment except the liability imposed by section ten of chapter three of part two hereof; and in the absence of actual fraud in the transaction the judgment of the directors of the corporation as to the value of the property shall be conclusive. Within ten days after any corporation shall issue any of its capital stock in payment for property it shall file a sworn schedule of such property with the Secretary of State similar to that required by section two of the next succeeding chapter hereof: Provided, however, That any corporation may issue part-paid stock in payment of property conveyed to it, in which case the articles, and any certificate or statement required by this act to be filed with the Secretary of State with reference to the value of the property so conveyed, shall clearly state the number of shares so issued and the amounts credited upon such shares as partial payments thereon, in addition to the other statements with respect to such property's cash value; and such shares, so issued, shall be subject to such further call for the balance due thereon, as may become necessary to the corporation or to its creditors as in other cases.

SEC. 3. The stock, property and business affairs of every corporation shall be managed by not less than three directors, who shall be chosen by the stockholders or members, excepting in the case of trustee corporations where such trustees shall have been named in the trust instrument in which case the trustees named in such instrument shall be the trustees of such corporation and shall have such specific powers as shall have been granted in such instrument in addition to the general powers, duties and responsibilities prescribed in this act; and such elections shall be held and conducted at such time and place and in such manner as shall be provided by the by-laws of said corporation made pursuant to the provisions of this act. All such directors shall be stockholders or members of said corporations and shall have such further qualifications as may be prescribed by law or by the articles

or the by-laws of such corporations. The directors, except Term of ing in such particular cases as are hereinafter provided for, office. shall hold office for one year, and until their successors shall be chosen in their stead. The directors of any corporation may require bonds of such of its officers or employes and in such amount as may be fixed and determined by such board.

directors.

SEC. 4. If an election of directors or trustees in any cor- Election of poration shall not take place at the annual meeting thereof, in any year, such corporation shall not thereby be dissolved, but an election may be had at any time to be fixed upon, notice whereof to be given by the directors: Provided, That Proviso. in case the directors shall refuse or neglect so to do, any three of the stockholders may call a meeting of the stockholders for the election of directors or trustees by giving the notice prescribed in section twelve of this chapter.

SEC. 5. Unless otherwise prescribed in the articles, the Officers, etc. directors shall elect one of their number to be president or chairman of the corporation and board, and one or more of their number to be vice-president or vice-chairman, and shall also choose a secretary and a treasurer, and assistants if deemed necessary. The secretary and treasurer shall reside at the place where the corporation transacts its business within this state, unless the articles provide for the location of the principal office without this state. The directors shall appoint such other officers and agents as the articles or the by-laws of the corporation shall prescribe. If the stockholders so direct, the same person may hold any two offices excepting those of president and vice-president. Unless Executive otherwise prescribed in the articles, the directors shall have committee. authority to enact and enforce the by-laws of the corporation, and such directors, if more than five in number, may appoint an executive committee of such board, to have the active management of the business affairs of such corporation in the interim between full board meetings, subject to such restrictions and limitations as the board may impose upon such executive committee.

SEC. 6. A majority of the directors of every corporation Quorum. convened according to the by-laws, shall constitute a quorum for the transaction of business; and the stockholders holding a majority of stock, or a majority of the members of a nonstock corporation, shall be capable of transacting the business of a stockholders' or members' meeting, except as herein otherwise provided; and at all such meetings of stockholders each share shall be entitled to one vote, and at all meetings of non-stock corporations each member shall be entitled to one vote, unless otherwise provided in the articles. Excepting as hereinafter otherwise provided, stockholders and members of non-stock corporations may appear and vote in person or by proxy duly made and filed, under such rules and regulations as may be provided in the by-laws. Any non