40441. Board of directors, quorum.-12. The business of every corporation shall be managed by a board of directors, not less than three in number, who shall be stockholders in such corporation and residents of the United States, and one of whom shall be a resident of the county in which the corporation has its principal place of business. A majority of the directors shall constitute a quorum for the transaction of business. Such directors shall have no authority to bind the corporation except when acting as a board. Such directors, except for the time prior to the first annual meeting, shall be elected by the stockholders annually. The directors shall elect a president, vice-president, secretary and treasurer of the company and such other officers as they may be, by the by-laws, authorized to elect. The stockholders may, at any regular meeting, or at any meeting called for that purpose, remove any director for cause under such regulations as may be prescribed by the by-laws.

4044m. Directors, capital stock, change by stockholders.—13. Stockholders may, at any regular meeting or at any meeting called for that purpose, increase or decrease the number of directors of the corporation, and may increase or decrease its stock, and may increase or decrease the size of the shares thereof by the adoption by a majority vote of all stock issued and outstanding of a resolution for that purpose. Duplicate certified copies of such resolution shall be filed with the secretary of state and, upon his approval thereof, one of such copies shall be filed for record with the county recorder and by him recorded in the miscellaneous record and the articles of incorporation of such corporation shall be deemed to be amended accordingly.

4044n. Bond of secretary and treasurer.-14. The secretary and treasurer of every corporation shall give bond for the faithful performance of their duties in such amount and with such sureties as may be ordered by the board of directors.

40440. Preferred stock.-15. Every corporation shall have power to issue preferred stock but only in accordance herewith. Such preferred stock shall not exceed double the amount of the common stock, and shall have no right to vote in stockholders' meetings and shall not participate in the management of the corporation, but it may be preferred only as to sharing in the assets and profits and only as far as provided in the articles of incorporation, and it shall be lawful for any such corporation to provide in its articles of incorporation for such preferred stock, and it shall specify in such articles the extent to which such stock is preferred as to assets or profits, but the interest of such stock in the assets and profits of the corporation shall at all times be subsequent and junior to the rights

of creditors. Such preferred stock may be redeemable on such terms as may be named in the articles of incorporation, and all the conditions governing such stock shall be named in the certificate issued therefor.

4044p. Stock transfer and lien.-16. The stock of a corporation shall be deemed personal estate when fully paid and shall be transferable only on the books of the corporation in such manner as the by-laws prescribe. Until fully paid for at the price at which it is sold the corporation shall have a lien against the stock for any unpaid balance thereon.

4044q. Payment for capital stock.-17. The capital stock, as fixed in the articles of incorporation as subscribed for, shall be paid into the treasury thereof within such time, not exceeding eighteen months after subscription therefor, and in such installments or upon such terms as the by-laws of the company may direct.

4044r. Stock book, record of stockholders.-18. Every corporation shall keep a stock book or a page or pages in its minute book, on which shall be a complete list of all its stockholders, with their postoffice addresses and the number of shares owned by them, and such book shall be open to the inspection of any stockholder during all business hours.

4044s. Requirements before beginning business.-19. Every corporation shall, before beginning business, file with the county recorder a copy of its articles of incorporation approved by the secretary of state. It shall have no rights or privileges as a corporation until it has complied with this requirement, and until one-fourth of its stock has been subscribed and one-fourth of the subscription price paid into the treasury of the corporation. It shall also file approved copies of amendments of its articles of incorporation before they shall be effective, and its board of directors shall be personally liable for any indebtedness or liability incurred by the corporation during any period that such corporation may not comply with this requirement.

4044t. Power of corporations, discounting indebtedness.-20. Every corporation shall have power to purchase, own, and convey any kind of property, real or personal, necessary to the conduct of its business, and shall have power to borrow money and issue promissory notes, bonds or other evidences of indebtedness in any form and upon any terms fixed by resolution of its board of directors or by its by-laws, but shall in no case discount such notes, bonds or evidences of indebtedness at a greater rate than 20 per cent.

4044u. Preference of creditors.-21. No corporation organized hereunder shall have power to prefer any creditor where any director

of such corporation is a surety on the indebtedness preferred, or has been a surety on such indebtedness within four months prior to such preference.

4044v. Liability of stockholders.-22.

Every stockholder shall

be liable to the corporation for the par value of all stock owned by him, unless such stock has been paid for to the corporation at its par value, or unless the articles of incorporation provide that such stock may be sold at more or less than its par value, in which case the owner of stock shall be liable to the corporation only for the amount of the sale price fixed in such articles until such amount has been paid to the corporation.

4044w. Dividends.-23. No corporation shall declare or distribute any dividend to preferred stockholders or to common stockholders, except from the profits earned by the business of the corporation, and if any such distribution shall be made, the directors shall be personally liable to creditors to the extent of all such distribution, and the stockholders shall be liable to refund such dividend received by them, but nothing herein shall prevent a corporation from paying dividends on its preferred and common stock if it is accumulating, in good faith, a sinking fund sufficient to pay deferred debts, and if there is reason to believe in good faith that it will be able to continue accumulating such funds to pay deferred debts.

4044x. Dissolution of corporations.-24. Any corporation organized under this act may be dissolved before the expiration of the time limited in its articles of association, or by law, in manner as in this act provided. The board of directors of any such corporation so desiring to dissolve may, at a meeting called for that purpose, or at any regular meeting of said board, by a vote of the majority of the whole board, adopt a resolution to the effect that it is, in their opinion, for the best interest of all parties interested to dissolve such corporation, and thereupon such board of directors shall call a meeting of the stockholders of the corporation for the purpose of voting upon a proposition that said corporation shall dissolve. Such meeting of the stockholders shall be held not less than ten days nor more than thirty days after the adoption of such resolution. Such meeting shall be held in the city or town where such corporation has its principal office, and by consent of a majority in interest of the stockholders present said meeting may be adjourned from time to time. If at such meeting the holders of eighty per cent of the stock of the corporation then outstanding shall in person or by attorney consent that such dissolution take place and signify such consent in writing, and if at the time of such meeting, or within sixty days thereafter, all the holders of mortgage and judgment liens upon

the property and franchises of said corporation shall also in person, or by attorney, consent that such dissolution take place and signify such consent in writing, then such corporation or its board of directors shall cause to be filed in the office of the secretary of state such consents attested by the secretary and treasurer and its president or vice-president, together with the powers of attorney signed by such stockholders and lien holders executing such consent by attorney, with a statement of names and residences of the then existing board of directors of said corporation, and the names and residences of the officers, duly verified by the president or secretary of said corporation. The secretary of state shall thereupon issue to such corporation, in duplicate, a certificate of the filing of such papers and that it appears therefrom that such corporation has complied with this section prescribing steps preliminary to its dissolution, and one of such duplicate certificates shall be filed by such corporation in the office of the recorder of the county in which such corporation has its principal office, and the recorder shall receive and record the same, and thereupon such corporation shall be deemed in voluntary liquidation preliminary to dissolution.

4044y. Notice by publication-Rights of creditors.-25. The board of directors of such dissolving corporation shall cause a copy of such certificate provided for in section 24 of this act to be published at least once a week for two weeks in one or more newspapers, published in the English language and of general circulation in the county in which such corporation has its principal office, and at the expiration of one week from the last of such publications the said corporation, by its board of directors, shall proceed to wind up its business and affairs, with full power to sell, assign and convey all and singular the rights, privileges, powers and franchises of such dissolving corporation, and all property, real, personal and mixed, of every kind and character, and all property, rights, privileges, powers and franchises so sold, assigned or conveyed shall thereupon be vested in and be the property of the purchaser or purchasers: Provided, however, That all rights of creditors, all liens upon the property and franchises, all existing contracts of such dissolving corporation shall be preserved unimpaired, and such dissolving corporation may and shall be deemed to continue in existence in order to preserve the same, and so long as necessary for such purpose; but if the purchaser or purchasers shall assume liabilities to creditors of said corporation and said liens and existing contracts, the holders thereof consenting in writing to the novation or substitution of the purchaser or purchasers in the place of the dissolving corporation, said purchaser or purchasers shall be subject to the liabilities, liens and

duties of such dissolving corporation so assumed, and said dissolving corporation by such novation or substitution shall be discharged therefrom. The net proceeds realized by said corporation in the winding up of its affairs by collections, sales or otherwise, shall be applied to the payment of its debts and obligations not assumed by the purchaser or purchasers, upon consent, novation or substitution, as aforesaid, and any balance then remaining shall be distributed among its stockholders according to their respective interests.

4044z. Term of existence of dissolving corporation.-26. Said dissolving corporation shall nevertheless continue no longer in existence as a corporate body than is necessary to wind up its affairs, to pay and satisfy its existing debts and obligations and make sales and assignments and conveyances as aforesaid, and to distribute proceeds as aforesaid but until its affairs and business are fully wound up and settled and final distribution made to stockholders, it shall have power to prosecute and defend suits, to enforce debts and obligations in its favor, and to do and perform any and every act necessary or requisite to the full and final winding up of its affairs.

4044a1. Final dissolution.-27. After the board of directors of such corporation has fully and finally settled its affairs, disposed of all its property, paid its debts, except such as have been assumed by novation or substitution as aforesaid, and made distribution of any balance remaining to stockholders as in this act provided, then the president and secretary thereof shall so certify in writing to the secretary of state, under oath, as to the same, and cause a copy of such certificate to be recorded by the county recorder, and, thereupon, all power and authority of such corporation under the law of this state shall be terminated and such corporation shall have no further corporate power, but shall be deemed fully and finally wound up and dissolved.

4044b1. Service of process.-28. Whenever there cannot be found in the county any officer or agent upon whom process may be served in any action against a corporation organized hereunder, such process may be served upon the secretary of state of the State of Indiana and such secretary shall mail such process to the postoffice address of the corporation as given in its last annual report to the secretary of state and such service shall be sufficient to give the court of issue jurisdiction of the corporation party.

4044c1. Application of act, corporations excluded.-29. This act shall not apply to the organization and control of the following classes of corporations now or hereafter organized and conducted under existing law, to wit: Building and loan associations of any kind, banks and trust companies, or corporations doing a banking business, ceme