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Lorsque le document est trop grand pour Atre reproduit en un seul clichA, il est filmA h partir de Tangle supArieur gauche, de gauche A droite, et de haut en bas, en prenant le nombre d'images nAcessaire. Les diagrammes suivants illustrent la mAthode. )y errata ed to )nt me pelure, apon d 1 2 3 32X 1 2 3 4 5 6 ■■■p ■:^^^it^i^^^:^-i£^,^^: ,. r- ■: ■::-^-1&:i:::!.,,4^ J-ak wmmmmmmmmmm mmmmmmmmi ■TV V.'" ■ u ■.rV-'.-'T.^B li CORPORATIONS AS CREATED AND REGULATED BY THE STATUTES AND CONSTITUTIONS OF THE VARIOUS STATES AND TERRITORIES. ALSO OF , THE FEDERAL GOVERNMENT, AND OF ENGLAND. CANADA, FRANCE, AND GERMANY. l By WILLIAM wtoOK. OF THKNEW YORK BAR. iMmraR OF •' A TREATISE ON STOCK AND STOCKHOLDERS AND GENERAL CORPORATION LAW," AND "A TREATISE ON TRUSTS." A, NEW YORK : L. K. STROUSE .V CO., LAW PUHLISHERS, w\ 95 NASSAU STREET. 1889^ &,v41:&i_;*-- ■S-J^MiX-'-^-^ ' 1 J-aJ i i ^ i 'jr ii MiT i M i w Copy i« .Ji (4 ) Si COI'VRIGHT, 1889, BV WILLIAM W. COOK. * . : i f ! I t. mmm mtm^f^msmm^^ & \ 1 \ I I •■il 33 2. 5^i PREFACE. This volume is intended to servj as a liaiid-hook for ready reference. It has been abbreviated, condensed and reduced to tiie smallest possible compass. Brief forms of expression have b^en used, and every effort has been made to limit its size and yet to state clearly all of the impor- tant provisions that come within the subject. There have been many treatises on corporations as affected by the co"imon law, but, hitherto, there has been no attempt to collect and reduce into compact order the constitutional and statutory provisions af- fecting corporations. This is somewhat remarkable, in view of the fact that the common law relative to corporations is being largely and rapidly displaced by constitutional and statutory provisions. It is no longer safe, in corporation matters, to rely upon the common law. Constitutions and statutes must first be consulted. Those who are about to embark in a corporate r iterprise wish to know what liability is attached to their stock ; for what kinds of business incorporation may be had ; what the liabilities of the directors may be ; what incorporation fee is required ; what taxes they and their corporation are subject to ; where corporate meetings are to be held ; what is the method of voting at elections ; who may be directors ; what capital stock is allowed ; how much land may be owned by the corporation ; what powers are con- ferred ; and all the miscellaneous rights, duties and liabilities which are created by constitutional and statutory provisions. For instance, it is important to know that in New York and Pennsylvania, a large sum of money is demanded by the state before a charter is granted ; that in New Jersey a large annual fax is now levied on corporations ; that in Ohio all stockholders are liable doubly on their stock ; and that in California stockholders are liable for all corporate debts. Each state has laws peculiar to itself. The plan of the book is to give .or each state the provisions, first, of the constitution ; second, those affecting manufacturing and miscella- r^'»!>a««w»)W«BiCTP5*w:^9R'» 1-' ^ iv PKKFACE. M neons corporations; third, railroads; fonrth, hanks; fifth, taxation. The statutory law of the federal ^roverninent, of the territories and of En;;land, Canada, France and (ierniany is also stated. In addition to this, the provisions of the federal constitution, so far as they affect or protect cor- porations, have been explained and made more clear by a synr psis of the decisions of the Supreme Court of the United States. The author has prepared this book in connection with the second edition of his treatise on " Stock and Stockholders and deneral Corpora- tion Law." The importance of such a w(jrk as this in connection with the general subject of corporation law is manifest, Wii.i.iAM W. Cook. 115 Broadway, New York. OCTOliER 19, 1889. - 37- 38. 39- 40. 41. 42. Alabama. . Arkansas. . California. Colorado. . rAOB I 12 Connecticut 15 Delaware i,j Florida 21 Georgia 24. Illinois 26 Indiana 28 Iowa o J Kansas n j Kentucky 35. Louisiana oy Maine ^o Maryland 41 Massachusetts 13 Michigan ^y Minnesota ,;i Mississippi ct Missouri Montana Nebraska Nevada. . 56 59 63 64 New Hampshire 55 New Jersey '.'...'.'. 69 New York y. North Carolina go North Dakota 82 Ohio g™ Oregon ' ....'....'.'. 86 Pennsylvania gg Rhode Island 95 South Carolina n^ South Dakota qo Tennessee 102 Texas 104 Vermont 107 Virginia ....'. 109 Wachington m West Virginia -jij Wisconsin ny t VI CONTKNTS, CllAl'lEK H. ,.„NSlTn.linNAI, ANP STArriORY PROVISIONS OK TItK TF.RRiroRIKS OK TIIK i:SJON IN RKC.AKD I'O roRI'ORATIONS. S 4:,. Arts of Congress in r.-Kard to Corporations in the 'I'^-r-'""^''-;'^ .■.■.■.■.'.■.'.'. '120 44. Arizona 121 45. lilalio '_ ,22 46. New Mexico .............'.'■.■■ '24 47. '.'tall i2(, 48. Wyoming fONS- 15 4«}- 50. 52. 53' 54- 55. 56, c:iiAi'ii:R ill. TITIIONAI. AM. STAI'TORV .'ROVISIONS OK THE '-KUKKA'. C.uVKRNMKNT .AKFECTINC. CORPORATIONS. I'AnR M,, «,.,fP «hall Dass A law " impairing the obligation of contracts." ... 128 Krerss'lhavx power " t.rregufate commerce with f..re,gn nations ^^^ .•^-^:^^::^t:^:n he-en^ltled to- aiipriviUges-ana-im. the equal protection of the laws. . . .. • Corporations created by the L nited States [\ ]'/,',[ 140 National banks • 141 The Inter-state Railway Act CHAPTER IV. STATtn-ORY PROVISIONS IN KSC.LANl), CANAUA, KR C-.ARI) TO CORPORATIONS § 57. England 58. Canada 59. Quebec 60. Nova Scotia 61. New Brunswick. . . 62. Ontario 63. British Columbia. 64. France 65. Germany ,\NCE AND CEKMANV IN RE- PAGE 143 148 150 151 153 153 154 j^^;^^^/^-:-^:..-:g?5i3:;^jijji:g.>a£:. rrnuiKs OK 11 IK rics . . . I 20 . 1 30 121 . 132 I aa . . . • . I2() KAI. r.oVERNMKNT oiitructs.". ... 128 oreign nations 134 ileges and im- 136 ij corporations 136 )roperty, with- its jurisdiction 138 1 39 14" I4« (.-.EKMANY IN RE- PAGE 143 148 ".".' 150 151 153 153 154 ■■■ 155 156 CORPORATIONS, AS CREATED AND REGULATED BY STATUTES AND CONSTITUTIONS. CHAPTER I. CONSTITUTIONAL AND STATUTORY PROVISIONS OF THE VARIOUS STATES OF THE UNION IN REGARD TO CORPORATIONS. § I. Alabama. 3. Arkansas. 3. California. 4. Colorado. 5. Connecticut. 6. Delaware. 7. Florida.^ 8. Georgia^. 9. Illinois. 10. Indiana. 11. Iowa. 13. Kansas. 8 15- Maine. 8 29- North Dakota. 16. Maryland. 30- Ohio 17- Massachusetts. 31- Oregon. 18. Michigan. 32. Pennsylvania. 19. Minnesota. 33- Rhode Island. 30. Mississippi. 34- South Carolina 31. Missouri. 35- South Dakota. 22. Montana. 36. Tennessee. 23. Nebraska. 37- Texas. 34. Nevada. 38. Vermont. 25. New Hampshire, 39- Virginia. 26. New Jersey. 40. Washington. 27. New York. 41- West Virginia. 28. North Carolina. 42. Wisconsin. 13. Kentucky. 14. Louisiana. g 1. ALABAMA. Constitntional Provisions. — The right of eminent domain shall not be construed to allow taxation or forced subscription for the benefit of railroads, or other corporations, except municipal, Constitution of 1875, Art. I., § 24. Guardians, trustees, etc., shall not invest trust funds in the bonds or stock of private corporations, Art. IV., § 35. The state shall not be interested or lend its money or credit to a corporate enterprise, § 54. The general assembly shall not authorize any municipality "to lend its credit, or to grant public money or thing of value in aid of, or to any individual, association or corporation whatsoever," or become a stockholder or bondholder in such, § 55. The state tax is not to exceed three quarters of one per cent ; county, etc., tax not to be over one-half of one per cent. Cor- porate property shall be taxed at the same rate as individual's prop- erty. Art. XI. Corporations may be created by special act for manu- facturing, mining, industrial purposes; for constructing canals, im- proving rivers and harbors, and where otherwise judged necessary to attain the purposes thereof, Art. XIV., g i. Foreign corporations 'i! i I r i I *f w g 1 ALABAMA. ■ must have a place of business and an authorized agent in the state, Art, XI V, 8 42. " No corporation shall engage in any business other than that' expressly authorized in its charter," § 5. No corporation shall issue stock or bonds, except for money, labor done, or money or property actually received, and all fictitious increase of stock or indebt- edness shall be void. Neither stock nor bonded debt shall be increased without the consent of a majority in value of the stockholders ob- tained at a meeting, noticed thirty days, g 6. There is no liability of stockholders beyond the unpaid subscription, § 8. Corporations shall not issue preferred stock, except on the consent of two-thirds in interest, § 9 No bank shall be established otherwise than under a general banking law, g 15. The state shall not be a stockholder in, or give credit to any bank, § 20. Railroads and transportation companies are forbidden to grant free passes or special rates to members of the legislature and state or federal officers, § 23. No street railroad shall be constructed without the consent of the local authorities, g 34. Miscellaneous Corporations.— Special provision is made for the incor- poration of banks, insurance companies, mining, quarrying and manu- facturing companies, railroad and street railroad companies, toll-road, navigation and telegraph companies. Two or more may incorporate "for any lawful enterprise if not otherwise provided by law," Civil Code 1887, § 1659. Declaration is to be filed in office of probate judge, g 1660. The judge issues a com- mission to take subscriptions, §1661. Subscriptions must be payable in money, but the commissioner may accept labor and property, g 1662. May organize when fifty per cent of stock has been subscribed in good faith. Twenty per cent shall be paid in at the time of organization or written contracts made for substituted services or property, which facts being verified by affidavits duly filed, the probate judge issues charter, § 1663. May not borrow to exceed the amount of the capi- tal stock. Mortgage not to be made except by a majority vote at a meeting specially called on thirty days' notice, § 1664. Stockholders meet annually at a time and place fixed by the by-laws, gg 1666, 1681. The capital stock may be increased by a majority vote and with the same formalities as supra, but not to exceed one million dollars ; each stockholder has a preference in taking a proportionate amount of the increase, g 1667. Must require a register of stock transfer on the ' books. Anon-registered transfer is void after fifteen days, g 1671. Shares are subject to levy and sale under attachment or execution, § 1673. All private corporations have a lien on shares of stock- holders for any debt or liability incurred before notice of transfer or of a levy on such shares. § 1674. Failure to organize for two years is a - ViS ferfwi it in the state, business other 4o corporation e, or money or stock or indebt- all be increased ockholders ob- s no liability of rporations shall lirds in interest, nder a general )lder in, or give ition companies nembers of the set railroad shall :ies, § 24. de for the incor- ying and manu- panies, toll-road, enterprise if not >. Declaration is Ige issues a corn- must be payable property, § 1662. jbscribed in good J of organization r property, which bate judge issues junt of the capi- [lajority vote at a 34. Stockholders vs, §§ 1666, 1681. ote and with the ; million dollars ; rtionate amount of transfer on the een days, § 167 1. lent or execution, shares of stock- :e of transfer or of for two years is a ALABAMA. 8 1 forfeiture, as i.i non-user for five consecutive years, J{ 1676, Cor- porate books shall be open to the inspection of stockholders, g 1677. A majority in interest may increase or diminish the number of direct- ors, 55 1680, Directors may call special meetings of the .stockholders. Each share has one vote, j| 1681. The probate judge shall keep a record of incorporation and organization, and receive a small fee therefor, }} 1682. Unpaid subscriptions are subject to garnishment by a judgment-creditor of the corporation, g 2972. Charter* may be amended by a two-thirds vote of all the stock, L. 1889, p. 20. Defects in incorporation may be cured, L. 1889, p. 74. Stockholders' meetings may be held out of the state, on filing the written consent of resident stockholders, and on appointing an agent and keeping an office in the state. Must file a copy of proceedings at such office. L. 1889, pp. 76, iii. Preferred stock may be issued on a two-thirds vote of the stock, L. 1889, p. 86. Land companies may borrow, etc., L. 1889, p. 108. Railroads. — Seven or more may incorporate, g 1573. Declaration is to be filed with the secretary of state, § 1574. He issues a com- mission to take subscriptions, § 1575. Subscriptions must he paya- ble in money, but the commissioners may permit them to be discharged in services or property, § 1577. Organization begins when ten per cent of the capital is subscribed in good faith. Two per cent must be paid in. Affidavits being filed with secretary of state, he issues the charter, § 1578. He keeps a record of all proceedings and receives a fee of $2, plus fifteen cents per folio of the record, § 1579. May bor- row money by mortgage or deed of trust of franchises and property; may issue negotiable bonds or bills of exchange, or promisory notes in any form, § 1580 (14). Consolidation of connecting roads are pro- vided for. Each railroad must assent by a two-thirds stock vote and dissenting stockholders must be paid at least par for their shares. The new corporation must keep an office in Alabama and be a domestic corporation, g§ 1583-1585. May aid, purchase or lease another railroad or enter into a traffic arrangement. A majority of the stock must consent. Extended to foreign railroad companies, § 1586 and note. Railroad may increase its capital to $10,000,000 by a majority stock vote and due formalities, § 1589. Bonded indebtedness can only be increased by a majority stock vote at special meeting, § 1590. Stockholders must meet annually at a time and place fixed in the by-laws, § 1591. Proxies are authorized. Each share has one vote, § 1592. Directors must own and hold stock in good faith, § 1593. Stockholders' and directors' meetings may be held out of the state upon ^ ¥ a I ALABAMA, * the written and verified consent of all resident stockholders. But must have an office and agent within the state, §§ iS94, i595- Purchasers of railroad may be incorporated, g§ 1596-1598- Certificates of stock are not to be issued until fully paid up. Office may be kept, oy the directors out of tlie state for the transfer of shares held by non- residents, § i&oi. A board of railroad commissioners are to consider railroad rates and "notify" the railroads of excessive charges, L. 1881, p. 84, L. 1883, p. 177. Their decision is prima facie evidence that the rate is too high, L. 1883, p. 178. Banks.— No banking corporation can be formed without at least three stockholders, or without a capita! subscribed in good faith of at least $so 000 of which not less than twenty percent, and m no case less than $25,000 must be actually paid by the subscribers for stock before the filing of the declaration, § 1522. Declaration and affidavit to be filed with probate judge of county, § 1523- Certified transcript to be filed with secretary of state, who issues and records certificate of incor- poration § 1524. Must be at least three directors, all stockholders m good faith § 1526. Capital may be increased not to exceed $500,000, or decreased to not less than $50,000 at special meeting duly noticed, upon majority stock vote, under due formalities, § 1527. Mining, etc., Companies—The special provisions for the incorpora- tion of mining, quarrying and manufacturing corporations, are the same as the general provisions, sufra, see g§ 155? 'f ^'9- Such com- panies have additional power to build, buy and operate railroads, canals roads etc., to and from their works ; they may build depots and wharves and buy or charter vessels, or aid railroads or boat lines running to and from such depots and wharves, § 1563. Such companies may consolidate by majority of stock vote of each company, §^ 1 16^-1569 Capital stock may be increased with due formalities by majority stock vote at special meeting properly noticed, but shall not exceed ten million dollars and each stockholder has preference in taking nroportionate amount of increase, § 1572- ,. ■ Taxation -Shares of stock are not taxed against holders when the corporate property is listed in this state, § 45 ^ (8)- AH bank shares are taxed against resident and non-resident owners at place of bank and tax is paid by bank. Banks shall make full return of shares and stock- holders and the fair market value. The value of real and personal property is deducted from whole assessment. Shares so assessed may be treated by owners as money loaned, etc., and they may deduct their indebtedness therefrom, § 453 (8). The capital stock of all corpora- tions not invested in property otherwise listed, is taxed against the com- panies; but stock and shares both shall not be taxed. Id. (9). All ARKANSAS. §2 l.^t rs. But must Purchasers Certificates of lay be kept oy held by non- ire to consider irges, L. 1881, evidence that ithout at least 3od faith of at in no case less r stock before affidavit to be ranscript to be ificate of incor- stockholders in ceed $500,000, r duly noticed, 7- • the incorpora- ations. are the q. Such com- lilroads, canals, ild depots and 5 or boat lines Such companies h company, §§ e formalities by 1, but shall not 'erence in taking jlders when the Ml bank shares ace of bank and hares and stock- al and personal io assessed may lay deduct their c of all corpora- igainst the com- . Id. (9). All railroad property is taxed, Id. (11). All dividends declared or earned and not divided are taxed. Id. (12). Insurance, telephone and sleeping car companies are taxed on gross receipts, § 454, Corporate property at estimated value, including capital stock at market value, is to be reti'rned by chief officer; and where taxes are assessed and paid thereon, the shares of such stock shall not be taxed, § 478. >, § 2. ARKANSAS. Constltntional ProYlslons.— No obligation or lia- bility of any railroad or other corporation held by the stale shall ever be exchanged, transferred, remitted, postponed or in any way diminished by the general assembly. Art. IV., § ij^. The general assembly may, by general law, exempt from taxation for seven years the capital in- vested in mining and manufacturing business. Art. X., § 3. Special charters are prohibited. Art. XII., § 2. Municipalities shall not aid corporations. Id. § 5. Nor the state, Id. § 7. Fictitious stock and bonds are void; neither stock nor bonded indebtedness shall be increased except by majority stock vote at meeting specially noticed. Id. § 8. Foreign corporations doing business in the state must have an office and authorized agent in the state, and can exercise no greater powers than do- mestic corporations have, and shall not have power to condemn property. Id. § II. Power to tax corporations and corporate property shall not be surrendered or suspended by any contract or grant to which the state may be a party, Art. XVI., § 7. Maximum rate of state taxes is one per cent of assessed valuation. Id. § 8; of county taxes, one-half of one per cent, Id. § 9. Transfer books of railroad companies are to be left at office of the company in the state and open to inspection- of stockholders and creditors. Art. XVII., § 2. Parallel or competing lines are not to consolidate or be controlled by the same parties, Id. § 4. Officers of railroad companies are not to be interested in con- tract with a company furnishing material or supplies or with transpor- tation company doing business with it. Id. §5. General assembly shall prevent granting of free passes by railroads to state officers, Id. § 7. Railroads shall make annual report to state auditor, Id. § 13. Rolling stock to be personalty. Id. § 11. Miscellaneons Corporations.— Three or more may incorporate for any lawful business, R. S. 1884, § 960. Secretary and treasurer must be residents and must keep their books within the state, § 966. Annual statement of condition of corporation to be filed with county clerk. No transfer of stock is complete until filed with same, § 971. Corporate books to be cp?n to inspection of stockholders, § 974. Stockholders may amend the charter, § 976. For failure to file statement with county clerk or to perform any other statutory duty, directors are liable for : / '(■ i^N IMMIHIIIWnMlii §2 ARKANSAS. e corporate debts, §§ 980, 984. Stockholders may increase capital stock at any meeting specially warned, §§ 961, 977. Purposes shall be dis- tinctly stated in the articles and not departed from, § 962. Shall have not less than three directors, all stockholders, § 964. May not coir.- mence business until copy of articles and certificate signed and verified by president and majority of board shall have been filed in stale and county, §§ 908, 979. At all meetings each share has one vote, § 969. An annual verified certificate shall be filed with county clerk, with whom also certificate of every stock transfer must forthwith be de- posited. Until then the transfer is void against creditors, §§ 971, 979. May hold real estate necessary for its purposes and to secure debts and may manage and dispose of it at pleasure, § 973. Corporations have lien upon all the stock or property of members invested therein for all debts due from them to corporation, § 975. Amendment shall be by some formalities as original incorporation {supra, § 968), and special adver- tisement, § 976. Corporate lien on stock may be enforced by a sale thereof, § 983, etc. May sell equity of redemption in pledged shares, §988. Railroads Five or more may incorporate, § 5420. Transfer books are closed for elections thirty days; stockholder voting must have owned stock for thirty days, §§ 5425, 5509. Directors must be stockholders. One-third of directors shall be residents of some county or counties on line of railroad, Id. § 5426, and see § 5505 infra. Stockholders holding one-third of the stock may call a corporate meeting, § 5429. Major- ity in interest of the stock may remove the president or directors^ § 5431. Directors may make by-laws, § 5435. Corporation not to pur. chase its own stock, nor stock in other corporations, § 5436. Directors are liable for all corporate debt, if they rnake false report, certificate, etc. § 5439. Majority of directors must be citizens and residents of the state, § 5505. Articles are void, if within two years five per cent of subscribed stock is not paid in, and preliminary survey filed. Affida- vits of three directors must show that $1,000 per mile is subscribed, and five per cent paid, §§ 5420, 5421. First meeting for election shall be on line of road, § 5425 ; and so also subsequent elections, § 5428. Majority present at any meeting may demand statement of affairs, § 5431. Stock is not transferable until previous calls are paid, § 5436. Purchasers of railroads may incorporate, §§ 5448-5451. Franchises and all property may be mortgaged, § 5453.. Increase of capital stock and power to mortgage, § 5488. Offices of chief officers and corporate books to be kept in the state, and open to inspection of stockholders, § 5506. Charter to be forfeited for violation, § 5507. Consolidations authorized, §§5511, etc. Must be approved by two-thirds in interest •^m itm m!iP!'jm\M \ 3mm- e CALIFORNIA. § 3 capital stock shall be dis- Shall have ay not corr.- d and verified in state and le vote, § 969. ty clerk, with :hwith be de- 5. §§971, 979- ure debts and ions have lien n for all debts be by some special adver- ed by a sale ledged shares, rransfer books asthave owned stockholders, or counties on lolders holding 5429. Major- t or directors^ tion not to pur- .36. Directors )ort, certificate, id residents of five per cent of filed. Affida- is subscribed, ir election shall ;ctions, § 5428. lent of affairs, re paid, § 5436. [. Franchises of capital stock i and corporate )f stockholders, Consolidations hirds in interest of all issued capital stock in respective companies, § 5512. Parallet" and competing lines not to consolidate, § 5514. Resolutions and agreements to be filed with secretary of state, §§ 5513, SS^S' P"""" chase, lease and aid of and to connecting lines authorized upon approval of two-thirds in interest of stockholders, §§ 5516 et seq. Non-resident corporations leasing, owning or operating domestic lines, must keep of- fice, agents and books within state, §§ 5523 ^/j State shall not aid corporation, Id. § 13, Books containing names of stockholders, etc., and assets and liabilities of the corporation to be kept .in state, open to interested parties. Id. § 14." Officers shall not be interested adversely to the corporation. Id. § iS.' Free passes to those holding offices of honor, trust or profit in the state are prohibited. Id. § 19. Provision is made for the alection of three railroad commissioners and their powers are • See Cook on Stock and Stockholders and General Corporation Law, chapter xx, §§ 341-347- « Id. . chapter xii. *Id., chapter xli, § 692. * Id., chapter Hi, §§ 26-28. • Id. , chapter xxxvii. • /d. , chapter xxx. '/ns, §g 639-648. ies to lay pipes, ctort, § 628. es, ch. 40, Laws 237, L. 1889. tes declare that over and above rhich they stand such shares and inn. Therefore, ised and taxed, :, nor shall any :n cents is levied ed originally or Code, 1885. iw " making any immunities shall I. The general J to any corpora- nting to any cor- munity or fran- ill not authorize s to invest trust Id. § 36. The al and personal, § 9* Corpora- ibject to taxation >es, on real and rial limits of the ss, cities, towns, cribe to any cor- on, or the lessees irty or franchises ider its control a IS stock shall be 'ations shall not iw, chapter xxxiv. 18 COLORADO. 8 4 affect power of the state over the projierty and franchises of the old cor- poration, Id. § 14. MlHcelUneoiis Corporations.— May incorjwrate for any lawful purpose Gen. Stat. 1883, No. 237. If for purpose of carrying a part of its busi- ness beyond the state, certificate is to so state. No. 238. May buy and sell such real estate as is necessary to business and may mortgage its fran- chises and property, No. 240. Directors must be stockholders, No. 242. Shall not purchase its own stock ' r stock in other corporations. No. 246, Stockholders may be garnisheeu for un|)aid subscriptions, No. 247. Stockholders, except in railroad and telegraph companies, may examine all the books, etc., of the company. No. 249. Directors must make an annual report. No. 252. Meetings of directors may beheld out of state, only when articles of incorporation so state or their acts are ratified by majority of the stockholders, No. 254. Stockholders' liability may be enforced in equity by corporate creditors, No. 258. At elections each share has one vote. No. 242. Stockholders may make by-laws, or direc- tors may if certificate so provides. No. 245. Certificate of stock fully paid in to be filed in county and state, No. 248. Stock may issue for property. No. 251. Domestic corporations may accept and operate under law of another state or country. No. 259. Foreign corporations must file certificate, and be subject to liabilities, duties and restrictions of domestic corporations. Power to mortgage limited. No. 260. Foreign cor|X)rations must file copy of charter, No. 261. Failure to comply with g§ 260, 261, supra, renders officers, agents and stockholders so offending jointly and severally liable. No. 262. No company under this act can construct a street railroad without consent of local authorities. No. 266. Verified state- ment of affairs must be made upon written request of fifteen per cent, of stock. No. 268. Unrecorded transferers liable on un uibscriptions. No. 269. One-third of stock may demand call of nn .ig to consider amendments which may be adopted by two-thirds stock vote, L. 1885, P- 151. Shares of stock subject to execution and levy, §§ 1876, 1882. Cer- tificate of incorporation of mining companies shall state whether stock is assessable or unassessable and each certificate of stock shall plainly show, No. 320. Consolidations authorized. Gen. Stat. No. 375. After par value of stock is paid, part having been issued as full paid in payment of property, the stock shall be equally and ratably liable to assessment for the operations of the company. No. 321. Assessments to be laid only by majority vote of all the stock. No. 322. Bailroads. — Are subject to above. Consolidations authorized upon a three-fourths vote of all the stock of each corporation, No. 349. May consolidate with connecting foreign railroad corporation upon concurrence of majority of stock, No. 353, 354. Lease of railroad authorized on two- !■! ) , I/. \ 1 M COLORADO. 14 thirds stock vote, No. 360, 361. Railroad corporations may l)e formed to own railroad purcliased at foreclosure sale, and may have all the powers of the old corporation, Act of April 7, 1885. May amend charter by two-thirds stock vote, No. 363. Five may incorporate, No. 333. Majority of stock to fix loans and interest. And may mortgage property md fran- chises, No. 335, 336. Must begin construction within two years and ex- pend twenty per cent, within five years or powers cease, No. 339, cp. L. 1889, p. 95. Fictitious stocks and bonds are void, No. 340. Consolidation ■with foreign company does not form a foreign corporation nor remove it from state jurisdiction. No. 358. Where election of directors has not been held, as legally appointed, any two stockholders may notice a meeting •under the statute for that purpose, L. 1885, p. 149. Purchasers of rail- road at judicial sale to be a corporation, L. 1885, p. 150. Liens of mechanics and material men include franchises and charter privileges, L. 1883, pp. 225, 228. An act of March 12, 1883, enables counties to refund railroad aid bonds issued under former acts, L. 1883, pp. 142-145. Any railroad may guarantee payment of mortgages, bonds, etc., of con- necting railroads, or guarantee to such road payment of interest upon its capital stock, L. 1887, p. 369. Banks.— Are subject to above. Capital stock to be $30,000 or over, No. 271. Fifty per cent, capital must be paid in and certified before organization and the entire amount within one year. May not loan on security of own stock or require less from shareholders than from others. May not purchase or hold its own or other shares except to secure debts previously contracted, No. 271. Stockholder not to vote if he owes bank on past due debt, No. 273. Corporation has lien on stock, No. 274. Stockholders liable on stock to extent of its par value, in ad- dition to subscription, such liability to cease one year after due transfer, No. 279. Semi-annual verified statement to be made to state treasurer, and published, No. 277. Upon failure to do which the directors are per- sonally liable, No. 278. Collective liability of stockholders to bank not to €xceed two-fifths capital stock paid in and undiminished, No. 280. Savings banks may be formed with capital not less than $25,000, which must be paid in cash, No. 281. Quarterly statements to be made, No. 285. Twenty per cent of deposits must be kept. No dividends until depositors are paid, No. 287. No loans or discounts to officers. No. 291. Shareholders in banks, trust, security, etc., associations are individually liable in double the amount of the par value of stock owned by them, L. 1885, p. 264.1 Deemed larceny for bank officer to accept deposit after knowledge of insolvency, L. 1885, p. 50. Such officer also liable for loss. Id. p. 51. No 1 ank under state law to loan funds in excess of twenty-five percent of its capital stock, L. 1885, p. 51. ' Cook on Stock and Stockholders, and General Corporation Law, chapter xil. rw m u . may be formed ve all the powers lend charter by o. 333. Majority operty md fran- vo years and ex- , No. 339, c/>. L. 0. Consolidation on nor remove it tors has not been lotice a meeting irchasers of rail- 150. Liens of ter privileges, L. )unties to refund 5, pp. 142-145. ids, etc., of con- Df interest upon ,0,000 or over, I certified before May not loan on Iders than from shares except to der not to vote if las lien on stock, > par value, in ad- fter due transfer, 1 state treasurer, directors are per- ers to bank not to lished. No, 280. n $25,000, which to be made, No. o dividends until officers. No. 291. ! are individually ; owned by them, to accept deposit ifficer also liable funds in excess Law, chapter xii. 16 CONNECTICUT. 8 5 \ Taxation. — A fee of $10.00 is to be paid to the secretary of state for filing the articles of incorporation, if the capital stock is $100,000 or less. If over $100,000 an additional fee of ten cents for every 41.000, L. 1885, p. 153. Bank stock and stock in moneyed corpo- rations shall be taxed for state, county and municipal pur|)oses. Gen. Stat. 1883, ^ 2829, Railroad realty is to be taxed where it lies. All other railroad pro|)erty is assessed by state assessors, and each muni- cipality is notified of its proper proportion of such amount, to be assessed by the municipality through which the road runs, ^ 2847. National bank stockholders are taxed where the bank is located and its realty is also taxed, \^ 2849. Shares of stock in all corporations are taxed, g 2838. Stock in domestic corporations may be sold for non- payment of tax, § 2891. § 5. CONNECTICUT.— Constitutional Provisions.—" No man or set of men are entitled to exclusive public emoluments or privileges from the community," Art. I. Municipalities shall not subscribe to the stock, or buy the bonds of, or lend aid to railroad corporations. Art. XXIV. of Amendments. Miscellaneous Corporations.— Three or more may incorporate for any lawful purpose, hereunder, except for trust, insurance, buymg and selling real estate, banking, issuing or trading in bonds, notes or other evidences of indebtedness, or trafficking in letters patent or patent rights. May also incorporate to carry on same business out of the state, but in such a case the secretary, treasurer and majority of directors must be residents of Connecticut, Gen. Stat. 1888, g 1944. There is no limitation as to the capital stock. The directors must be stock- holders, § 1946.1 Cannot commence business until whole capital stock is subscribed and 20 per cent thereof paid in cash, § 1947. This provision was added in 1880 to the old act because during 1878 and 1879 over one hundred corporations were formed, having a capital stock aggregating over $40,000,000 all paid up by " patents " or *' mining claims," and not a single stockholder a resident of Con- necticut. The articles of association must be published and filed with secretary of state, § 1948." Objects of corporation may be changed upon consent of holders of two-thirds of stock and execution of amended articles, §1951. "The statements and books of every such corporation shall be kept in the town where it is located and shall at all reasonable times be open for the inspection of any of its stockholders, and as often as once in each year a true statement ' Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. ' /ased on mortgages, etc., are taxed, regulated, and required to take out a license; so also must an investment broker, L. 1889, ch. 248. Railroads. — Not less than twenty-five persons may incorporate, § 3433- ^' '"^y ^''ve not less than nine directors.^ a majority of whom are to be residents.* The capital stock must be not less than ten thou- sand dollars a mile. 'I'otal debt never to exceed paid-in capital,* &"3434' ^'ve thousand dollars a mile is to be subscribed, and ten per cent, paid in cash be/ore incorporation. The officers' affidavits, and sworn report of engineer must be filed, ^3436. Not to commence work until ten thousand dollars a mile is subscribed, § 3437. Charter ceases unless work is begun, and ten per cent expended within two years (which may be extended to four years) and road put m operation within five years, § 3440.* No other railroad shall take stock in a company formed under thi? act, unless specially authorized by general assembly, Id. 8 3442. Non-competing railroads meeting at state line may consoli- date, if outstanding bonds do not exceed one-half the amount actually ex- pended upon such roads, g 3443. No evidences of debt shall be issued in consideration of, or in connection with such consolidation, §3444, Consolidation agreement must be ratified by a two-thirds stock vote. Id. § 3445. Such consolidated company may mortgage entire road to secure bonds and provide therein for foreclosure sale of all property in both states by decree of competent court of this state, Id. g 3447- Such consolidated company may sue and be sued in any county in this state cut by its line, and at least six directors shall be citizens of this state. Id. § 3449. Railroad company may prohibit officers from voting proxies for stock not their own, Id. § 3457. Stockholders in arrears are not to be allowed to vote, § 3458. Every railroad before applying to railroad commissioners for their approval of the location, shall de- posit eleven dollars per mile of proposed road, Id. § 3459. "No railroad shall lay out and finally locate its road, without the written approbation 'See Cook on Stock and Stockholders and General Corporation Law, chapter xxx. '/ased to take out a . 348. jy incorporate, ijority of whom than ten thou- »aid-in capital,* )ed, and ten per affidavits, and commence work Charter ceasea vo years (which vithin five years, jnipany formed d assembly, Id. 2 may consoli- lunt actually ex- i shall be issued idation, ^3444. irds stock vote, e entire road to f all property in tale, Id. 8 3447. y county in this ; citizens of this :ers from voting ders in arrears jefore applying :ation, shall de- " No railroad en approbation Law, chapter xxx. /., chapter xxxvii. IT CONNKCTICUT. « 5 of the location" by the railroad commissioners, {(3460. "Any railroad company may make lawful contracts with any other railroad company, with whose railway its track may council t^r intersect, in relation to its busU nessor property, anil may take a lease of the property or franchise of, or lease its property or franchises to, any such railway company,' § 3472. A lease to be binding more than one year must be approved by a two-thirds stock vote. Id. § 3473. May borrow money or give bonds se- cured by mortgage, {|{S 3570, 357'. A railroad may be taken posses- sion of by a trustee for the bondholders, j} 3573. The trustee may also foreclose, 83576. A board of railroad commissioners are given various police jMJwers, §g 3433-3441, 3460-3500. Railroads shall not issue free tickets to members of the legislature, but upon request the comptroller of the state shall purchase tickets for such members, and pay for them from the moneys of the stale, L. 1889, ch. 198. All guar- antees by a railroad of bonds and stock of another corporation, must l)e registered in the comptroller's office. A railroad whose own bonds, to- gether with guaranteed bonds, are equal to one-half its actual cost of construction, shall make no further guarantee. No guarantee of bonds and stock shall exceed one-half of the actual cost of the guaranteeing company, L, 1889, ch. 318. State banks and trust companies, §§ 1761-1788. National banks, §g i789-i798.^^Savings banks, gg 1 799-1834. Bank commissioners, gg 1825-1833. tieneral Prorlsions. — Name must indicate that it is a corporation, Gen. St., 1888, g 1905. May hold real estate for its purposes not ex- ceeding charter limit. Id. g 1906. ' All charters subject to legislative alteration and repeal, Id. g 1909. Charter void unless sworn certificate of organization is filed with secretary of state within two years from approval of charter, Id. g 1910. Legislative amendments not opera- tive unless corporate acceptance is filed within six months. Id. g 191 1. Upon failure to hold annual meeting, a special meeting for election may be ordered ui-jn the written request of "not less than ten, or a majority of the meinbers," Id. g 1919. Stock is personal property, transferable only on books, and corporation has lien on all shares for all dues from holder, Id. g 1933.'' Pledge of stbck does not bind third parties unless actually transferred, or power of attorney filed with cor- poration, Id. g 1934.' Each share has one vote, Id. g 1936. Proxies in banks and railroads good for only one year, Id. gi927. Taxes im- posed by corporation upon its shares may be collected by levy of exe- cution under warrant of justice of peace. Id. g 1930. No annual divi- 'See Cook on Stock and Stockholders and General Corporation Law, chapter xli. /iums, ch. 423, L. 1 88,1^. § 7. FLORIDA. Constltattonal Provisions. — Neither the state nor municipalities shall aid or subscribe to any corporation. Constitution of 1875, Art. IX. §§ 7, 10. Corporate property, with a few exceptions, is to be subject to taxation. Art. XVI. § i6. Free passes to members of the Legislature or to salaried state officers are prohibited. Id. § 31. Miseellaneons Corporations. — Any number may incorporate for any lawful business, Dig. of Fla., L. 1881, p. 228. Articles of incorporation are to be filed with secretary of state, and in county where business is done or works are located. Id. May hold real estate for purposes of incorporation, but not to exceed amount limited in articles, p. 228. May increase or diminish by vote of stockholders cast as by-laws direct, the number of trustees or directors but not to less than three, p. 228. Capital stock may be increased by majority stock vote and a report of proceedings to secretary of state, pp. 229, 230. Justice of the peace may call a corporate meeting on application of one-third of the stock- holders in interest, p. 230. Shares not transferable until previous calls are paid, p. 231. Corporations may sue members for all dues, p. 231. Directors individually liable for declaring illegal dividends, p. 332. If, upon dissolution, corporate debts are unpaid, stockholders are liable to the extent of the par value of their stock, p. 232. Transfer of stock to avoid taxation forfeits one-half the par value thereof, p. 233. Stock book, containing names and amount of stock held by each, to be open to stockholders. Id. A corporation herein is entitled to " exclusive privileges for tiie purposes of its creation " for twenty years after com- §7 FLORIDA. 98 mencing business, p. 234. Notice of the formation of a corporation, stating also tlie highest amount of indebtedness it may incur, must be published in a newspaper for four weeks, Id. Charter may be amended. Statement of capital stock, of amount paid in, and of in- debtedness, to be published locally every six months, and annually at capital. Ultra vires acts and dividends leaving insufficient funds to pay debts are criminal acts. Shares to be $100 par value. Ten per cent of capital to be paid in before corporation can be lawfully organized, p. 235. Stockholders are liable to corporate creditors to an amount equal to par value of stock, and in addition to subscription liability. Execution against the corporation may be levied on stockholders' prop- erty, on motion in court anfl due notice. Officer having charge of books to furnish names of persons liable, p. 236. Annual return of property, capital, stockholders, etc., to be made to state comptroller, Id. Copy ot. by-laws shall be posted and published, p. 235. Failure to comply with requisites regarding organization, publicity, diversion of funds, etc., shall forfeit privileges. Upon bill filed, court of equity will dissolve the corporation, p. 235. Payment for stock by property is allowed only when the facts are stated in the articles and notice of incorporation, and the valuation is fixed by the incorporators, and that valuation is also stated in the articles, No. 61, L. 1889. Railroads Three or more may incorporate, p. 274, Am'd No. 60, L. 1889. Shall give ninety days' notice in three official papers, p. 274. Articles to be signed, endorsed with affidavits of three directors, and filed with secretary of state, who, with governor, issues certificate of incorporation, p. 274. Directors (three to thirteen) must be stockhold- ers, and by waiver of notice may be elected at any meeting. Each share has one vote. Proxies are allowed. Majority elects. Manner of voting may be fixed by by-laws, pp. 275, 276. Stock transferable under by-laws, but previous calls must be paid. All property of stockholders expressly exempt except their stock, pp. 276, 277. Capital stock may be increased with concurrence of two-thirds stock vote, p. 277. May borrow money and execute trust deeds and mortgages upon franchises and property, p. 279. Purchasers of railroad may form a corporation, p. 279. Trust deeds and mortgages shall be recorded with secretary of state, pp. 280, 286. Authorized to lease, purchase or consolidate connecting lines within or out of the state, and to own and run vessels in connection with road, p. 285. As to new name, see p. 288. Rolling stock is declared to be a fixture, p. 286. Domestic railroad corporations are authorized to operate out of the state under any other laws, p. 289. It is declared a misdemeanor for a railroad official to give, or a state officer, member of Legislature or delegate to political convention to receive, a transporta- 22 98 FLORIDA. §7 a corporation, y incur, must arter may be in, and of in- d annually at t funds to pay Ten per cent illy organized, to an amount ption liability, holders' prop- large of books rn of properly, er, Id. Copy ure to comply sion of funds, ty will dissolve s allowed only incorporation, aluation is also m'd No. 6o, L. japers, p. 274. directors, and 5 certificate of t be slockhold- g. Each share inner of voting under by-laws, )lders expressly ay be increased borrow money and property, p. 279. Trust F state, pp. 280, onnecting lines connection with k is declared to e authorized to It is declared a icer, member of 'e, a transporta^ tion pass, L. 1887, p. 113. Consolidation of parallel or competing railroads forbidden except upon special authority from state railroad commission, L. 1887, p. 117. By Act May 31, 1887, all private property of stockholders is expressly exempted from corporate liabilities, except their shares, and the liability thereupon is limited to unpaid subscrip- tions, L. 1887, p. 96. A railroad commission exists and is given power to reduce rates to a reasonable basis, L. 1889, No. 16. The courts hold that this power cannot be used to reduce the rates below a paying point to the railroads. See Pensacola, etc., Railroad Company v. State, 5 S. Rep., 833. Banks. — May be established in towns of over three thousand popula- tion, p. 237. Capital stock to be $50,000 or over, secured by mortgage on real estate and one-fourth invested in Florida state bonds and de- posited with the state. Id. Executors, administrators, trustees or guardians may invest trust funds in the stock of such banks, p. 238. Total debts shall not exceed double the amount of capital actually secur- ed. Branches may be organized. Public officers may, but are not required to, deposit funds in such banks, p. 238. Any creditor or shareholder interested to extent of $1000 may apply to a judge, who may order a commissioner to examine condition of bank, p. 239. De- tailed annual returns of condition to be made to state comptroller, p. 239. Failure to return for one month entails dissolution as insolvent, p. 240. By act March 9, 1883, "The Bank of the State of Florida" was incorporated in perpetuity, with a capital of $100,000, having trus- tee powers, with all privileges of above act. $50,000 approved interest bearing bonds to be deposited with the state. Stockholders liable to an amount equal to shares held. Branches authorized. All rights thus granted to be subject to future legislation, L. 1883, pp. 144-146. Taxation. — Shares of stock are taxed, ch. 3143, L. 1883. Real es- tate of the corporation is taxed the same as that of individuals. Shares of stock in corporations which are taxed on the capital stock are not taxed, Id. Railroads are assessed by the state comptroller and the assess- ment apportioned to the municipalities, ch. 3556, L. 1885. State tax on bank stock shares is not to exceed twenty^five cents on each share of $100, Dig. of Fla., L. 1881, p. 241. " All public stocks or shares in all in- corporated companies " are subject to taxation, L. 1887, p. I. Shares are not taxed to individual owners where the corporation is taxed on capital, L. 1887, p. 3, § 8. All banks having capital stock of $100,000 shall pay license tax of $100 ; those having capital of $50,000, pay $50 ; $25,000, $30 ; less than $25,000, $20. Express companies pay license tax of $100, Id. p. 7. Railroad property is assessed by state board and apportioned for taxation to municipalities through which it passes, Id. p. 18. Real es mm §8 OEORQIA. 24 tate not used in operation of road is taxed as individual property, Id. p. 20. The levy for state purposes for 1888 was four-and-a-half mills, Id. p. 27. Real estate for corporations taxed same as individual proper- ty, Id. p. 3, § 6. Each share of siock in a state bank shall be taxed not to exceed twenty-five cents, p. 241. g 8. GEORGIA. Constitational Law.—" The general assembly shall have no power to grant corporate powers and privileges to pri- vate companies, except banking, insurance, railroad, canal, navigation, express and telegraph companies, . . . but it shall prescribe by law the manner in which such powers shall be exercised by the courts," Art. III., § 7, Code 1882, § 5077. The general assembly is not to authorize street railways without consent of municipal authorities, Art. 3, § 7. Domestic and foreign life insurance companies must deposit $100,000 as a guarantee fund, Art. III., § 12. Corporations shall not buy Stock in other corporations nor "make any contract, or agreement whatever . . . which may have the effect, or be intended to have the effect, to defeat or lessen competition in their respective businesses or to encourage monopoly, and all such contracts and agreements shall be il- legal and void," Art. IV., §2,8 5097. Power to tax corporations shall not be contracted away, Art. VII., § 2, § 5185. State shall not loan or pledge its credit to or subscribe to or become joint owner with any corpora- tion. Id. § 5, § 5185. General assembly shall not authorize any munici- pality to aid or subscribe or buy stock in any corporation, Id. g 7, § 5 189, Miscellaneous Corporationg.— Private corporations may be created for any purpose except banking or insurance. Petition to be filed with clerk of superior court of county and published one month. Court passes upon application and grants order. Ten per cent of capital specified must be paid in. Powers cease if not used within two years. In case of failure, stockholders are liable for subscriptions. May hold property only for charter purposes and to secure debts, Code of 1882, § 1676. Foreign corporations are forbidden to hold land to extent of 5,000 acres or more unless they incorporate in Georgia, § 1675 a. Bailroads.— Three or more may incorporate, g 1689. Notice and articles to be published for thirty days. Articles and affidavits of three directors to be filed with secretary of state, who, with the governor, shall issue certificate, g 1689 a, amended L. 1882-3, p. 135. Directors, three to thirteen, must be stockholders, g 1689 d. At every election, the books and papers of the corporation must be exhibited at the meeting, if a majority of the stockholders so desire, g 1689, d. Five per cent of stock must be paid before work begins. Subscriptions may be paid in property, g 1689 f. Stock not transferable until all previous calls are ^mmm 94 26 GEOKOIA. 8 8 il property, Id. ind-a-half mills, dividual proper- shall be taxed il assembly shall vrileges to pri- mal, navigation, ill prescribe by by the courts," jembly is not to authorities, Art. ;s must deposit ins shall not buy , or agreement nded to have the "businesses or to lents shall be il- )rations shall not ot loan or pledge h any corpora- rize any munici- ,Id.§7, §5189. ly be created for o be filed with month. Court cent of capital vithin two years, ons. May hold , Code of 1882, and to extent of § 1675 a- 89. Notice and ffidavits of three e governor, shall Directors, three ection, the books meeting, if a ive per cent of may be paid in evious calls are paid, 8 1689 g. Must have a principal office in state, § 1689 s. Pur- chaser of railroad may form corporation, g 1689 v. One-third ot stock may call meetings, § 1689 qq. Stockholders are not liable, for corporate debts, except on unpaid subscriptions, § 1689 g. May con- solidate with other lines, except competing lines, g 1689 o, z, and bb. Books, records, papers, etc., of the corporation are always open to officer, director or committee of stockholders, g 1689 q. May issue bonds to extent of one-half ot capital stock paid in and give mortgage therefor, g 1689 nn. All railroads must file copies of charters with amendments, names of officers, etc., with secretary of state under penalty of $500 for each twenty days failure, L. 1882-3, P- '48. These returns to be published with the session acts, L. 1884-5, P- '3*- ^ railraod commission is given power to regulate rates, Code gg 719, 7196. Banks.— Banks are incorporated by special acts of the general assembly. Semi-annual returns to be made under oath to the governor and published, Id, §g 1466-1471. Stockholders liable directly to creditors for unpaid stock, Id. g 1491. To escape individual liability imposed by charter a transferer of stock must publish notice of transfer once a month for six months in two papers, Id. g 1496. Sept. 2d, 1887, an act was approved to authorize manufacturing and mining companies to become incorporated as savings banks; to prescribe the manner of such incorporation; to define the powers and liabilities of such com- panies when so incorporated; to secure by lien and define the rights of deposos therein; and to fix the rate of interest to be paid, etc. L. 1887, PP- 9'. 93- Miseellaneons ProTlsions. — Declared a misdemeanor for an officer or agent of bank or other corporation to use or borrow funds thereof for himself, directly or indirectly, without permission of a majority of directors or of a committee of directors authorized to act, L. 1887, p. 94. Taxation. — «« Manufacturing and other corporations, except rail- roads, insurance and other quasi public corporations " must make returns of all their property " at the true market value, to the tax receiver of the county where the same is lOcated, or where Jhe principal business of each company is located, to be taxed for state and county purposes as other property in this state is taxed." Banks are taxed on shares of stock, Gen. Tax Act for 1887-8 ; see L. 886, pp. 14, 20, 21, and L. 1887, pp. 22, 24. Express, telegraph and electric light companies pay two and a half per cent on gross receipts. Id. Railroads are taxed on property not used for its usual business the same as individuals, L. 1882-3, p. 41. Are taxed on rolling stock in proportion to amount of track inside the state, L. 1882-3, P- 4*- All corporate realty and per- 8 9 ILLINOIS. 29 sonalty are subject to taxation, Code of Georgia, 1882, § 799. Corpora- tions also liable to tax on capital stock, § 802. Banks are taxed by tax on shares of stock only, § 815. All other corporations " pay the same rate per cent upon the whole amount of their capital stock paid in, as. is levied on other capital together with the same rate per cent upon their net annual profits," § 816. "Railroads not paying dividends over six per cent pay a tax of one-half of one per cent of net annual income, until they pay a dividend of eight per cent, § 818. Non- resident railroads pay a tax on property in state, also a tax on net earnings, g8i9. Corporations not paying tax forfeit their charters, § 877. Clerks' fees are the usual charges and not to exceed eight dollars, Id. g 1676. g 9. ILLINOIS.— Constitutional Provisions. — Irrevocable grants of special privileges or immunities are prohibited. Art. II. § 14. Special laws granting to corporations the righi to lay down railroad tracks are jjrohibited, also granting to corporations any special or exclusive privi- lege, immunity or franchise whatever. Art. IV. §22. Taxation shall be such that " every person and corporation shall pay a tax in proportion to the value of his or her, or its property," Art. IX. § i.» Every stock- holder may vote his stock " for as many persons as there are directors- or managers to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think lit, and such directors or managers shall not be elected in any other manner," Art. XI. § 3." Corporations shall not be created by special charter, Id.. § 1. No street railway shall occupy a street unless the local govern- ment assents thereto, Id. § 4. Laws authorizing bank corporations, to- be first approved by vote of the people. Id. § 5. See Reed v. People, 18 N. E. Rep. 295 (1888.) Stockholders in banks are liable to amount of stock to corporate creditors for liabilities " accruing while he or she remains such stockholder," Art. XI. § d? Banks must make and publish quarterly reports. Id. § 7. Railroad com- panies organized or doing business in the state must keep books in the state, giving stockholders, and assets and liabilities, open for public in- spection* and must make annual reports, Id. g 9. Rolling stock is personalty and is to be subject to execution, Id. § 10. Consolidation of parallel or competing lines is forbidden. Majority of directors of rail- road companies must be citizens and residents of the state, Id. §11.' Fic- titious or watered stock or bonds are void.* Stock dividends are pro- 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxiv. »/ra. Certificates of stock issued shall be valid and binding as against the corporation, unless an action to cancel the same shall be brought within two years, p; 221, One railroad may guarantee ctock, consolidate, lease, etc., with connecting lines, ch. 134, Laws iSS6, Amended by ch. 186. L. 1887. A Kansas railroad may extend into other states and may lease or purchase the road, and buy or guarantee the stocks and bonds of continuous railroads in another state, L. 1887, ch. 181. Counties and towns may aid railroads. Two-fifths of taxpayers may petition for election. Railroad to give a bond to cover the ex- penses. In no case shall the whole amount exceed $2,000 per mile, L. 1887, ch. 183. Foreign railroads must file a copy of charter and authorization of service on agents in the state before purchasing o* leasing Kansas railroads, and no such foreign railroad shall remove caus-s to the Federal courts, ch. 186, L..1887. Foreign railroads operating in this state are not required to have any resident directors, nor to maintain their principal office w the state, ch. 135, L. 1886. Consolidation of connecting lines authorised on two-thirds vote of all the stock, ch. 197, L. 1889. A railroad commissioner is given power to regulate rates, p. 703. The orders of the coinmission must be obeyed, ch. 192, L. :88'/. Banks.— Five or more r:ay organize a savings bank, having a capital stock from $50,000 to $500,000, Com. Laws, p. 229. Must semi- annually publish and file sworn statement, Id. p. 230. ' »i 'tiit' § 13 KENTUCKY. 86 Taxatloii.-Sbares of stock, capital stock, undivided profits, and all other corporate assets are taxed, p. 944- See also § 10, p. 947- The capital stock is assessed at its true value in money, less the value of corporate realty and personalty in the state. Shares of stock in capital stock so taxed, are not taxed, § 12, p. 9481. Shares of stock in banks are taxed Id. p. 950. Railways are assessed by a state board and the assessment is apportioned to the counties through which the railroad runs, p. 95. Fees of secretary of state are nominal, Com. Laws 1885, p. 897. 8 13. KENTUCKY. Constitutional Provisions.— There are none, but by Art. XIll,, § i, it is provided " that no man, or set of men, are en. titled to exclusive, separate public emolument-, or privileges from the community but in consideration of public services." Miscellaneous Corporations and Railroads.— Any number may incor- porate for any lawful business, except banking and insurance, and for thS construction of railroads. Articles to be signed, acknowledged and filed with clerk of county court. Internal improvement companies shall also file the same with the secretary of state. Gen. St. 1887, p. 763. Such article must specify limit of indebtedness not to exceed two-thirds of the capital stock Must state whether stockholders are to be personally liable. Notice must be published four weeks. Same formalities necessary for alterations. Id. p. 764. Transfer of stock valid only between parties until recorded. Stock books to be open for inspection. Corporation ceases to exist after five years non-user. Id. p. 765. Any corporation may issue preferred stock which must appe-r to be such on its face. Id. pp 773 774- Stockholders cannot escape liability for unpaid subscrip- tions by transfer to defraud creditors and an execution against the company may to that extent be levied upon their private property. Id. p, 766. In pro- ceedings the courts may order the production of the books upon motion of either party. Id. Only paid-up stock is to vote at elections, Id. p. 769 An election due and not called may be ordered by court on ap- plication of stockholders owning ten shares. Id. All charters are subject to legislative repeal or amendment. Id. p. 861. Purchasers of railroads at judicial sale may become a rorporation, Id. p. 766. For act con- cerning judicial sale of railroad, see Id. 77°- Foreign railroad cor- porations operating within the state must within sixty days file in each county an agreement to accept service thrr-gh its agents and to have all suits with citizens tried in the state courts. Failure to comply and re- moving a suit to Federal court annuls all contracts thereafter made and constitutes a misdemeanor, Id. pp. 656, 657. Election of railroad officers shall be within ti.e state and must be advertised. Only paid-up stock is to vote. Court may call election upon application of holders of 8ft )rofits, and all ^7. The capital e of corporate apital stock so lanks are taxed the assessment d runs, p. 9S- p. 897. ; are none, but ■ men, are en. leges from the ber may incor- rance, and for ledged and filed les shall also file •3. Such article is of the capital rsonally liable. ;s necessary for between parties 1. Corporation ny corporation I on its face. Id. mpaid subscrip- nst the company i. p, 766. In pro- )ks upon motion elections, Id. p. >y court on ap- rters are subject sers of railroads For act con- jn railroad cor- lays file in each. Its and to have ) comply and re- reafter made and ;tion of railroad 1. Only paid-up ion of holders of 87 LOUISIANA. § 14 ten shares, Id. p. 769. Officers of railroads receiving municipal aid must give a bond for the proper application thereof. Annual balance sheet must be furnished and suit rnay be brought for any falsity. Misap- propriation of aid is a felony. Id. pp. 1215, 1216. The governor appoints aboard of three railroad commissioners. Id. p. 1023. To them every railroad renders an annual statement, p. 1025. All railroads are exempt from all taxation for five years from date of beginning of construction, Id. p. 1029. RankM.— All banks doing business under the statelaws are to pubish and file semi-annual statements. Id. p, 771, 772. Taxation. — Fees for recording the charter are one dollar and ten cents a hundred words, p. 766. Shares of stock in banks, and all other corpor- ations required by law to be taxed on their capital stock, are taxed seventy- five cents on every share of fioo, and the corporation pays on its surplus over ten percent of the capital slock a tax at the same rate as on realty, which shall be in full of all tax — state, county and municipal. Real estate taxed separately for county and municipal purposes. Deduction if surplus invested in United States bonds, pp. 1039-1046. Rail- roads to report to state auditor, who assesses total value thereof and apportions it for taxation to the municipalities through which the rail- road runs, pp. 1042, etc. Property of al! corporations, unless otherwise provided, is to be assessed and taxed the same as property of individuals, p. 1047. (See 98 S.W. Rep., 516, 709.) Railroads are exempt from tax- ation for five years after beginning construction. Acts 1883-4, p. 195. Telegraph companies pay one dollar per mile for the line of poles and the first wire, and fifty cents per mile for each additional wire. Telephone companies pay one-quarter of one per cent of gross receipts. Express •companies pay annual license tax of $500 for less than one hundred miles and $1,000 for more, Id. p. 1046. § 14. LOUISIANA.— Constitutional ProvTsloni.— Corporations shall not be created by special acts. Art. XLVI., Constitution of 1879. Nor shall special or exclusive rights, privileges or immunities be granted to them, M Neither the state nor municipalities shall aid, etc., any cor- poration, .\rt. LVI., cp. Art. CCXLII. j«^. Power to tax corporations shall not be contracted away. Art. CCV. Foreign corporations may be licensed to do business in the state, Art. CCXVII. But they must have a place of business and an authorized agent in the state, Art. CCXXXVI. Fictitious stock and bonds are void, and the corporation issuing them shall forfeit its charter, Art. CCXXXVIII. Bank officer, re- ceiving deposits, etc., after he knows the bank is insolvent or failing, is guilty of a crime, Art. CCXLI. Municipalities may aid railroads on § 14 LOUISIANA. 3$ majority vote of property taxpayers in numbers and in value, upon authorization by the general assembly. Tax not to exceed five mills per annum, nor exist longer than ten years. Art. CCXLI'. All corporations, must-keep a stock book and statement of assets and liabilities in ihe state, open to public inspection. Art. CCXLV. Consolidations with foreign corporations shall not make a domestic corporation foreign, and in no case shall any consolidation take place without sixty days' notice ta all stockholders. Art. CC\LVI. " The exercise of tiic police power of the state shall never be abridged nor so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individual, or the general well-being of the state," Art. CCXXXV. Corporations cannot hold real estate longer than ten years, except such as is necessary for legitimate business, Art. CCXXXVII. Stock may only be increased by majority vote at a meeting noticed thirty days, Art. CCXXXIX. " The monopoly features in the charter of any corporation now ex- isting in the state, save such as may be contained in the charter of rail- road companies, are hereby abolished," Art. CCLVIII. MiHC(>Uaiieoii8 Corporations. — Six or more may incorporate for rail- road, manufacturing, and generally for "all works of public utility and advantage," except " in mercantile or in commission brokerage, stock- jobbing, exchange or banking business of any kind," Rev. L. 2d ed., 1884, § 683. May incorporate to exist ninety-nine years, § 684. Char- ter must contain the usual requisites and be recorded and published in the place chosen for the domicile of the corporation, §§ 685, 686. Charter may be amended. § 687. Railroad cannot be put through city or town without consent of municipal authorities, § 689. Stockholders, not liable beyond unpaid subscriptions, nor do informalities in incorpo- ration render them otherwise liable, § 690. Railroads and other corpora- tions may borrow money on mortgage of property and franchises ; such mortgage need be recorded only in the parish where principal office is located. Right may be granted to convert bonds into capital stock within ten years, but with restrictions as to increase of the capital stock, §|^ 692, 693, and see §§ 726, 727. Municipalities may, with consent of a ma- jority vote at a special election, subscribe to the stock of internal improve- ment companies. "The stock subscribed shall not belong to nor be admin- istered by the parish or municipal corporation by which the subscription shall be made, but shall belong to the taxpayers who shall have paid therefor ; and the tax receipt of each taxpayer shall entitle him to a. certificate transferable by delivery from the corporation to which sub- scription has been made, for an amount equal to the amount of his tax ■WP n d» 89 MAINE. S 15 in value, upon led five mills pe/ All corporation* labilities in ihe isolidations with tion foreign, and ;y days' notice tO' shall never be o conduct their of individual, or en years, except XXVII. meeting noticed •poration now ex- le charter of rail- i. corporate for rail- public utility and brokerage, stock- Rev. L. 2d ed., irs, § 684. Char- and published in ion, §§ 685, 686. : put through city 89. Stockholders lalities in incorpo- and other corpora- franchises ; such principal office i& into capital stock le capital stock, §§^ :h consent of a ma- if internal improve- ngtonorbeadmin- :h the subscription 10 shall have paid 11 entitle him to a ion to which sub- amount of his tax paid," gg 71 1-7 14. State may take one-fifth of stock of domestic rail- road company, if authorized by special law, ^ 715. Coupon bonds at six per cent payable in forty years shall be issued therefor, and shall be transferable by endorsement of secretary of the company, g 716. Such bonds to be issued only in proportion (one-fourth) to the other stock actually paid in, § 717. All such companies to report annually to legislature, § 724. Meetings of the stockholders and of directors must be held within the state, § 741. Capital may vary from $5,000 to $1,000,000 when the purpose is mining or manufacturing, Laws 1882, p. 162. Tftxatlon.— By l^ws of 1886, p. 132, the old methods of taxing cor- porations were changed. The corporate realty and personalty are taxed the same as that of an individual. The capital stock is not taxed, but all shares of stock are taxed and the corporation is obliged to pay such tax and collect it from the stockholders. Bylaws i88i, p. 5^;, a tax or license fee is laid on corporations or individuals pursuing any business. The fee is graded according to gross annual receipts. § 15. MAINE. Constitutional Provisions.— Corporations are to be formed tmder general laws unless the object of the corporation cannot otherwise be obtained. Art. IV., § 14. Miscellaneons Corporations.— Three or more may incorporate here- under for any lawful business, except banking, insurance, construction and operation of railroads or aiding in construction, trust companies, telegraph or telephone business, R. S. 1884, p. 439. Capital stock may be from $1,000 to $2,000,000, Id. Fee for filing certificate $10 (amended by ch. 90, Acts 1887, adding $10 when capital is less, and $50 when more than $10,000). Attorney-general certifies to legality of cor- porations and to regularity of certificate, id. p. 440. Charters may be amended, ch. 361, Laws 1885. Railroad Corporations.— Majority of incorporators and directors named in certificate must be citizens of the state, R. S. 1884, pp. 467-468. Articles not to be filed until full capital -s subscribed and five per cent paid thereon in cash. Id. 468. Articles must be approved by railroad commissioners and recorded with secretary of state, who issues certificate '^>>'.-''«i"'Tffl#r-* '^ lf\ u and th. i88, Acts J.p, 567.' Fran- il. PP- 568. 569- a special meeting 578. Shall not laid in and certi- • his stock by his ,- only when presi- ivear to statement jroperty which is s certifies that he >rations may carry unanimous vote of 579. Annual re- e liable personally arate debts in ex- tement relative to laid their subscrip- acted before sub- cbts to operatives the labor, p. 581. the stock held by ation, when he is give security for I by employes, of one dollar. Not to nsferable except to Mechanical, manu- essary for its pur- d). Stat. p. 577, 1 majority must be id a majority must ncorporation must n prerequisites be an 30,000 popula- valuated property, )e also to extent of )ters, p. 610. Con- ,rs and completed n Law, chapter iii. */d., chapter xxxvii. 46 MA(4HACHUHKTTH. 8 17 within four. Id. p. 609.' I'resident must call meeting on written re- quest of thirty stockholders ; or if whole number be less than thirty, of majority. No persons except municipal cor|)orations ca:i vote over oue-tenth of capital stock. No proxies good unless made within six months. 'I'ransfcr books may be kept at place authorized by directors. On forfeiture of stock, the stockholder is liable for the deficiency, p. 611. Railroad bonds may be sold at less than par, Id. p. 613. 'rruslces ii\ jwssession may contract with the corporation to ojierate road. Id. p. 6i.^; and must call annual meetings of bondhoidL-rs, Id. p. 614. Kxcept by .«>pecial authority, railroads shall not duectly or inilircctiy subscribe for, take or hold shares of stock in, or the bonds of, or guarantee the bonds or dividciuls of any other corporation. In no case shall its bonds, and bonds guaranteed by it, exceed its capital stock actually paid in cash. Hut railroads may take stock in telegraph company; guarantee -teamship company's bonds; take stock in elevators, or guarantee con icting railroad bonds or aid in construc- tion of branches, p. 615. No city or town may aid railrcjad so as to in- crease its inilebtedness beyond three per cent of valuation. Id. p. 247. Street railway corporations may issue mortgage bonds upon the written assent of a majority in interest of the stockholders and the ap- proval of the railroad commissioners, L, 1889, ch. 316. Banks.— leii "r more may incorporate under the general law. Ca|)ital stock may vary from $100,000 to $1,000,000. No person shall own or hold over one-half of the capital stock, p. 673. A stockholder has one vote for one share, and a vote for every additional share, but not more than ten votes in all. Proxies good for three months, p. 674. Directors must own five shares, be citizens and residents, and majority must be resi- dents of county or reside within ten miles of the bank. May be removed by stockholders, p. 675. Debts due the bank not to exceed twice its capital stock paid in. No bank to loan on pledge of own stock more than one-half paid in capital, Id. p. 676. Not to hold own stock except as security for debts, Id. Directors liable for excess of debts. Id. May hold necessary real estate not to exceed twelve per cent of capital, exclusive of realty held to secure debts. Id. p. 677. Stockholders liable to extent of stock for mismanagement of officers, 683.' Ch. 116 of Pub. Stat, contains general provisions regarding savings banks which are operated for the profit of the depositors. Savings banks may invest in the first mort- >See Cook on Stock and Stockholders and General Corporation Law, chapter xxxviii., § 638. */ 324-326.) Other consolidations authorized, but dissenting stock- holders to be paid at least the par value of their stock, Id. May aid, lease, purchase or make traffic arrangements with connecting lines, p. 381. May issue preferred stock, special stock or income certificates, and give same a voting right, p. 383. Proxies must not be over a year old, p. 386. Connecting roads may consolidate,. Laws 1881, ch. 94, Supm't 1888, p. 324. Railroad company must notify public commission of completion of road and file map and profile, L. 1887, ch. 11. Capital stock of railroads can only be increased by special authority of railroad and warehouse commission obtained upon formal application, I.. 1887, ch. 265, Supm't 1888, p. 327. Unlawful to issue stock until fully paid, and to issue stock or bonds except for money, labor or property actually received. Fictitious stock, etc., void, and to issue it is a misdemeanor. Special report to be filed annually with secretary of state on the issue m t rii § 20 Misaiasippi. H r-i of stock, L. 1887, ch. i2,Suppm't 1888, pp. 302, 303. A railroad com- mission is given power to regulate various matters, to investigate and to report, ch. 188, L. 1885. General Provisions Stockholders' and directors' meetings may be held out of the state, Id. 449. Justice of peace may call meeting-, in certain cases, on application of three or more members, j The tenure of office, method of voting, etc., may be fixed by the 1. . laws. Id. 450. Stock shall not be issued for l^ss than it.s par value, It., amended 1887, ch. 49. (See Suppi.i't i8l8, p. 412.) Foreign land and immigration com- panies miy hold noc more than 100,000 acres of land, all to be sold within twenty-one years, except such as is acquired by forfeiture on contracts or by foreclosure of mortgages, which shall be sold within fifteen years. Must have resident agent, ch. 125, L. 1881 (see Suppm't 1888, p. 393). Mo corporation other than railroad, canal, etc., shall hold more than 5,000 acres of land, 1887 ch. 204, Suppm't 1888, p. 770. No corporation nijie than twenty per cent of whose stock is own'id by aliens can hold land in this state, 1788, ch. 204, Supm't 1888, p. 769. Taxation.— Corporations, excepting banks, railroads and insurance, shall make a return of capital stock. It is taxed en actual value of all the shares of stock, less indebtedness and value of corporate realty and personalty, Laws 1885, ch. 78, see Suppm't 1888, p. 184. The real and personal property of coqwrations is taxed. Id. Shares of stock in foreign corporations or in national banks situated in the state are taxed. Gen. Stat. 1878, p. 211. Shares of stock in all corporations are taxed, unless the property of the company is assessed in the state, Id. p. 213. Capital stock shall be taxed where the principal place of business is or principal business is transacted. Id. Bank stock is taxed on value ob- tained by deducting real estate which is otherwise taxed, from capital ,".nd surplu.;thetax is paid by thebank, and a lien therefor exists on the stock. Id. 218. Railroads agree: n*^' to pay one per cent of gross earnings annually ror three vears; two per cent for next seven years, and three thereafter shall forjver be exempt f-om all other taxati- n. Id. 347, and L, 1887, ch. 11. All railroad companies not acccpiing this or other special provisions are to pay same percentage in same manner and be likewise exempted, Id. See Suppm't 1888, p. 214. § 20. MISSISSIPPI. Constitutional Provisions.— The state shall not pledge or loan its credit to nor be a stockholder in an/ corporations Art. XII., § 5. No corporation created by the state shall issue money. Id. § 12. 'The property of a'.l corporauons, for pecuniary profits shall be subject to taxation, the same as that of ihdividuals," Id. § 13. Muni- 64 A railroad corn- to investigate anJ meetings may be yr call nr.eeting"; in i, , The tenure t .laws, Id. 450. ti, amended 1887, immigration com- and, all to be sold I by forfeiture on ill be sold within 5, L. 1881 (see ilroad, canal, etc., 04, Suppm't 1888, of whose stock is I, ch. 204, Supm't Is and insurance, actual value of all irporate realty and 84. The real and [lares of stock in he state are taxed, orations are taxed, state, Id. p. 213. :e of business is or ixed on value ob- ixed, from capital :herefor exists on per cent of gross next seven years, other taxati' n. Id. lot accepting this ; in same manner 214. The state shall not 1 any corporations ill issue money, Id. ary profits shall be • Id. § 13. Muni- 96 MIHSISHIPPI. » L'O cipalities shall not aid corporations, unless two-thirds of its voters so vote, Id. § 14. Stockholders are not liable "over and above the stock by him or her owned," unless the articles of associition or act of in- corporation provide otherwise, Id. § 17. Mi8cellaneoiiH Corporations. — Any number may incorporate for man- ufacturing purposes. The proposed charter must be published. The governor must approve and sign it, Rev. Code 1880, g 1028. Stock- holders shall not pay for stock by their notes. Officers are liable for loans to the stockholders. Code § 1043. Corporate debts shall not exceed capital stock. Officers are liable for excess, g 1046. Under the general act as amended all corporations, except municipal, express, railroad, and telegraph, may be created. There is no limit upon the capital nor upon the number of persons. The proposed charter shall be published three weeks ; submitted for the governor's approval which must be subscribed thereto, and filed with secretary of state Code 1880, §§ 1027, 1028, 1030 amended, ch. 26, L. 1882. Stock- holders are liable for unpaid subscriptions, such liability to continue one year after transfer, Code § 1037. The property and franchise are salable under a judgment, the purchaser taking the rights of the com- pany, g 1038. The franchise is redeemable within six months, § 1039. Foreign corporations are on the same footing as domestic, except insurance companies which must deposit $25,000. g§ 1042, 1080. No note or security shall be taken in payment for shares. No loan shall be made to stockholders. Making and assenting officers are liable therefor, § 1043. Directors are liable for excess of debts over amount of capital, § 1046. Capital may be increased. May hold any amount of real and personal estate, may borrow money and issue bonds, mort- gages and deeds of trust, ch. 26, L. 1882. Charter may be amended with same formalities as when originally procured, the certified assent of majority of stock to accompany the application, and dissenting stock holders to have thirty days to enjoin, § 1029 amended, ch. 86, L. 1884. Hlscellaneons Proylslons.— Transferers of stock are liable on unpaid subscriptions for one year after the sale or transfer, § 1037. Munici- palities may aid railroads, ch. 27, Laws 1882. Municipalities in six specified counties may subscribe in any sum to the capital stock of rail- road passing through same, but only upon consent of two-thirds of voters specially registered and voting, ch. 27, L. 1884. A railroad commissioner is authorized to reduce rates, ch. 23, L. 1884. Taxation.— Corporations are taxed on their capital stock at their prin- cipal place of business, § 473. Shares of stock in corporations " not required by law to be otherwise listed and taxed " are taxed, §474. By L. 1888, ch. 3, amending §§ 557, 585, Code 1880, a tax of fioo is 21 MISSOURI. 66 wi levied on each bank of deposit or discount having capital stock or assets of $10,000 or less. $3,000 on all having more than $300,000. This •• privilege tax " is in lieu of all other state and municipal taxes upon shares and assets of bank. National banks may accept this pro- vision, but if not, are subject to ordinary taxation. By L. 1888, ch. 11, all banks other than national banks shall make quarterly reports. By L. 1888, ch. 63, amending § 1030, Code 1880, the charter fee shall not be less than $5.00. Certain exemptions are granted to manufacturing corporations, ch. 37, L. 1880. Bank real estate is taxed, § 585. A special tax is levied on all railroads in the Levee district for levee purposes, L. 1886, p. 39. Railroads are assessed by a state board and apportioned so that each county collects its share, g§ 597, et seg. But any railroad may accept another act which jirovides for the payment of a privilege tax in lieu of all tax except town and city taxes. This privilege is specified for certain roads, and varies from $35 to $135 •^Qr mile, §§ 607, 608, amended L. 1884, ch. 32, p. 29, and L. 1886, c. 3, p. 23, § 6. Two-thirds of railroad privilege taxes collected go to the counties through which the roads pass. All lands not used for opera- tion of roads are taxed regularly where located, L. 1884, p. 30. The "Maryland Tax Commissioners" say of Mississippi : '* In Mis- sissipppi a license-privilege tax is imposed by the state on all railroads. The statute fixes the sum per mile required for each road, which varies from twenty-five dollars per mile on the Mobile and Northwestern Rail- road Company to one hundred and twenty-five dollars per mile on the Mobile and Ohio and other companies. The license tax imposed by the Act of 1884, was increased twenty-five per cent, by the Act of 1886. This tax is in lieu of all state and county taxes, and two-thirds of the receipts are distributed to the respective counties through which the several roads run, in proportion to the number of miles of road in each county ; but cities and incoiporated towns may impose the same rate of tax on railroad property within their limits as is levied upon all other property for municipal purposes." § 21. MISSOURI. Constitutional Provisions.— The state shall not aid any corporation. Art. IV., §g 45, 46, 49. The legislature shall not authorize any municipality to aid corporacions. Art. IV., § 47. Special laws shall not create corporations, or grant right to lay down railroad tracks. Art. IV., §53. Municipalities shall not aid railroads or other coi>orations. Art. IX. g 6. The power to tax corporations shall not be contracted away, Art. X., § 2. Railroads shall be taxed on their realty and personalty, "and on their gross earnings, net earnings, their fran- chises and their capital stock," Art. X., §5.' Corporations shall pay 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxiv. 56 «7 MISSOURI. § 21 capital stock or •re than $200,000. I municipal taxes f accept this pro- ly L. 1888, ch. II, terly rejiorts. By larter fee shall not to manufacturing taxed, § 585. A li strict for levee a state board and 597, et seg. But for the payment city taxes. This rom $25 to $125 and L. 1886, c. 2, )llected go to the t used for opera- J4, p. 30. issippi : '* In Mis- eon all railroads, oad, which varies brthwestern Rail- > per mile on the se tux imposed by r the Act of 1886, two-thirds of the lirough which the s of road in each t the same rate of ed upon all other state shall not aid :islature shall not v., § 47. Special lay down railroad railroads or other tions shall not be :ed on their realty rnings, their fran- orations shall pay ..aw, chapter xxxiv. for filing certificate of incorpt-ration $50 for a capital stock of $50,000 or less, and $5 for every additi jnnl $io,ooo, Art. X. {| 21. No sjiecial laws shall create corporations, Art. XII., §2. Cumulative voting for directors must prevail with all corporations. Art. XII., Jj 6.' Fictitious bonds and stock are void, Art. XII., § 8.a Stockholders shall not be liable on stock " in any amount over or above the amount of stock owned by him or her," Art. XII., 55 9. No corporation shall issue pre- ferred stock without the consent of all the stockholders, Art. XII , g 10. A book containing the names of stockholders, etc., and assets and liabilities of the corporation is to be kept in the state and open to public inspection.' The directors of any railroad company shall hold one meeting annually in the state. Art. XV.,y 15. Rolling stock shall be personalty and subject to execution as such. Art. XII., § 16. 'I'he con- solidation, lease, purchase or control of competing or parallel line is prohibited. Art. XII., § 17. Consolidation with a foreign corporation shall not make a railroad a foreign corporation. Jurisdiction of the state courts is to remain, Art. XII., § 18. Officers shall not be in- terested, directly or indirectly, in furnishing supplies or material to the corporation, nor in transportation companies doing business with the corporation. Art. XII., §22.'' Passes to state or municipal officers or legislators are prohibited. Art. XII., § 24. Banking laws must be approved by a vote of the people before enforcement, Art. XII., § 26. It is a criminal offence for a bank officer to receive deposits after he knows the bank to be insolvent or in failing circumstances. Officer is also liable personally. Art. XII., § 27. Miscellaneons Corporations.— Three or more may incorporate for any money-making purpose, consistent with the laws of the state. Articles must state that full capital stock has been subscribed bona fide and one- half actually jiaid for in lawful money. May incorporate for fifty years, Id. § 926. Mining companies not to be incorporated until a bond is executed to the state, conditioned that the corporation will truly pay all wages due employes and for supplies durmg the first year, L. 1887, PP- 109, 110, amending § 926, R. S. Cumulative voting provided for, Id. § 930.» Capital stock may be from .$2,000 to $10,000,000. Directors to be stockholders and one a dona fide citizen of the state,' I^- § 93°- Books to be open ro inspection of stockholders. Id. §932. Corporation shall not loan money to stockholders and stock shall not be paid by note. Id. § 933. The circuit court is given extensive powers to remove or punish or compel directors to pay back money in case of mis- *Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. •/ii(>ral rr«vlHloiiH.— Duration limited to twenty years, unless other- wise provided, |$ 706. Sul)scrd)ers are to pay five per cent, of sub- scription in money at time of sul)stril)ing, ^ 711. Only the stockhold- ers registercil as surh for thirty ilays have right to vote, g 710. During that time the transfer book is to be open to inspecli(>n, }} 720.' I'erson complaining of an election may apply to the courts for such redress a!' it may deem fit, |5|$ 722, 723. The bonds of the corpoiation are not '.o exceed in amount its ca|)ital stock,' g 727, cf. railroads iupra. Justice of the peace may call a cor|Mjrate meeting in certain cases, {5 733. Kx- ecution against the corporation unsatisfied may be satisfied out of a stockholder's property, to the extent of his unpaid subscription, after due notice to him of intent to levy, J} 736. Private corporations may amend articles of incorporation, Act March 21,1881. Trusts are for- bidden under heavy penalties, Act of May 18, 1889. dambling in stocks, there being no intent to deliver is prohibited under heavy pen- allies, Act of May 9, 1889. Tftxat'on.s— P'or filing certificate of incorporation see constitutional provision, supra. Business and other miscellaneous corporations are taxed on their tangible personal and real property. Banks and insur- ance companies are taxed through the shares of stock, g 6692. Shares of stock are not taxed, if both the capital stock and the tangible corporate realty and personalty are taxed against the corporation, g 6713. Other- wise shares of stock are taxed, g 6664. Railroads are taxed on repair shops, round houses, etc. , etc., where they exist. The right of way, track, rolling stock, and depots are assessed by a state board and apportioned among the municipalities, g§ 6865, etc. Foreign insurance companies must make a deposit of $200,000, except accident companies, which c!„jK)sit $100,000, Id. g 6008, amended L. 1883, p. 99, of their gross receipts. Act of May 16, 1889. g 22. MONTANA.— This was a territory until February, 1889, when it was admitted into the Union. 'I'he constitution as framed by the convemion in August, 1889, for submission to the people, contains the followmg provisions : Constitntional Pro.'sions — There shall be no grant of special privi- leges, franchises or immunities, Art. III., g 11. No special law shall be passed chartering banks, insurance companies or loan and trust com- panies ; or granting; to any corporation, association or individual the right to lay down railroad tracks, or any special or exclusive privilege, immunity or franchise whatever ; or exempting property from taxation, Art. v., § 26. No act shall " delegate to any . . . private corpora- 'Cook on Stock and Stockholders and General Corporation Law, chapter xxx. '/. Discriminations ds are void. Any in- jT notiSed, Id. § ic ite unless they have Foreign corpora- : corporations have, the consent of the lay be constructed, ^lephone companies cause employes to . § 16. ''Trusts" ;, or regulating the product of the soil, §20. V of Montana : incorporate to carry idustrial or product- ereof " by making. Compiled Statutes, territory, the cer- ne) shall be stock- istees may make by- r is not valid except :rs are liable for un- 61 MONTANA. 22 paid subscriptions, § 457. Trustees may is'suc stock a- fully paid by purchase of property, § 458. Annual rejKjrt to be made and on failure to make it the trustees are liable, § 460. Trustees also liable if they declare dividend wh;;n company is insolvent, g 461. No loan shall be made to stockholders. If made, all assisting or assenting are liable for all debts until repaid, § 462. False report or notice makes signers liable, § 463. Capital may be increased and business changed at properly noticed meeting by a two-thirds stock vote, §§ 468, 469. Trus- tees are liable for excess of indebtedness over the amount of capital, §470. Stockholders' book to be kept under penalty, g 471. Fifteen per cent of stock may demand sworn statement of affairs from treasurer, § 472. Corporations may hold real estate necessary for their purposes, § 482. Corporation may purchase its own shares on a forfeiture of stock, § 508. Railroads. — Five or more may form a railroad company, § 677, By executing, acknowledging and filing certificate, § 668. Shares of stock are personalty subject to execution. Ten per cent, shall be paid down and the residue in installments not exceeding twenty-five per cent, nor m( re often than every three months, § 681 Five directors are to be elected as soon as five per cent of the capital is subscribed, each share having one vote and a majority electing, § 683. A railroad may borrow money not to exceed the authorized capital; may issue bonds and exe- cute mortgages to cover after-acquired property, § 691. Shall establish principal office on the line of the road, § 694. Neither the territory nor municipalities are to be responsible for railroad obligations, § 696. Directors on the vote of the stockholders may increa.^,e the capital stock' § 698. An annual report is to be made for which the statute provides an outline of fifty-six items, § 701. A foreign railroad may extend its line into Montana after filing a copy of its directors' resolution desig- nating the route, etc., § 702. Two or more railroads may consolidate by articles of agreement entered into under the corporate seals and the officers' signatures and ratified by three-fifths of the outstanding capital stock of each company, § 703. May lease or purchase continuous or connecting lines in the same manner, § 704. May " create, issue and dispose of such amount and character of special, preferred or full paid stock of the capital stock . . as may be deemed advisable by its board of directors," § 705. Any railroad in the territory may issue and secure bonds, etc. Mortgages and deeds of trust may be recorded with the secretary of territory which shall suffice as notice without further record, § 706. Banks.— Banks of discount and deposit may be incorporated by three or more subject to the general act. Capital to be not less than $20,000 1 J I h ^ f. !r 22 MONTANA. which must oil be paid in cash before the territorial certificate of autho- rization will issue, § 514. A list of the stockholders is to be filed with the auditor, § 515. A bank is not to purchase its own or other 1 lock except to secure debts, § 516. Directors must all be citizens of the United States, and three-fourths are to be residents of the territory. Each must own ten shares and take an oath. " Stockholders in all elec- tions of directors and in deciding all questions at stockholders' meet- ings, shall be entitled to one vote on each share of stock held, and may vote said stock by proxy duly authorized in writing," § 518. The bank has a lien on shares for debts due it from the holder, § 519. Di- rectors are liable for neglect to publish semi-annual reports, § 522. Officers and stockholders are individually liable to the extent of their respective shares, "except that when any stockholder shall sell and transfer his stock such liability shall cease at the expiration of six months from and after the date of such sale and transfer," §523. The total liability of any person or firm to a bank shall not exceed fifteen per cent of the paid-up capital and surplus, § 529. Must keep twenty per cent of its immediate liabilities in available funds, § 530. Banks under this act are taxed as national banks, " the stock to pay its share of the revenue whether held in the territory or not," § 531. Corporations of three or more may be formed for <' trust, deposit, security and loaning business," with a capital of not less than $too,ooo, §§ 532-563. Foreii^n Corporations.— Ail foreign corporations shall file a copy of their charters duly authenticated, also a verified statement of their con- dition and an agreement consenting to be sued in the territory and designating a resident agent, whose consent shall also be filed, §§ 442, 443. Penalty is incurred for failure so to do, § 444. Annual report of condition is to be made, § 445- Taxation.— Stocks and shares of all banks and companies, domestic or foreign, located in or out of the territory are taxed except where the en- tire capital stock is invested in assessable property in Montana, L. 1887, p. 84. § 4. Railroad, canal, and similar property is taxed where it is located and on the basis of sworn statements to be made by corporate offi- cers Id. p. 86, § 8. Depreciated stocks are assessed at their cash value, Id. § 10. All' bank shares are taxed where the bank is situated upon their actual value determined by deducting the real estate from the capital and surplus. Such real estate is taxed as other real estate Local holders of foreign national bank shares are not taxed thereon. Id. § 12. Shares of storl are taxed. Id. p. 89, § 16. Mines are taxed on their net proceeds. Id. pp. 100, loi. The fee of the territorial secretary for filing a certificate of incorporation is $2.00, § 1969, Comp. L. 1887. iiin 62 rtificate of autho- i to be filed with n or other lock be citizens of the of the territory, lolders in all elec- ockholders' meet- ck held, and may >g," § 518. The older, §519. Di- al reports, § 522. le extent of their ler shall sell and expiration of six ifer," §523- The exceed fifteen per t keep twenty per 130. Banks under ly its share of the Corporations of ;urity and loaning 5 532-563. hall file a copy of ment of their con- the territory and o be filed, §§ 442, Annual report of panies, domestic or cept where the en- Montana, L. 1887, taxed where it is le by corporate offi- at their cash value, k is situated upon :al estate from the other real estate taxed theieon, Id. lines are taxed on territorial secretary o. § 1969, Comp. 63 NEBRASKA. § 23 § 23. NEBRASKA. Constitutional Provisions.— Local or special laws granting to any corporation the right to lay down a railroad track or any special or exclusive privileges, immunities or franchises are pro- hibited. Art. III., § 15. The state shall not denote land to any cor- poration. Id. § 18. " Every person and corporation shall pay a tax in proportion to the value of his, her, or its property franchises," Art. IX., § I. Corporations shall not be released or discharged from taxation, Art. IX., § 4. Railways are declared to be public highways. Maximum rates may be fixed by law. The liability of railroad corporations as common carriers shall never be limited. Art. X., § 4. Railroad cor- porations doing business in the state must keep a book for public in- spection containing the names, etc., of the stdckholders and a statement of the assets and liabilities of the corporation and make an annual re- port i ideroath. Art. XI., § i. The rolling stock of corporations is sub- ject to execution. Id. § 2. Consolidations of competing or parallel lines are forbidden and no consolidation at all without sixty days notice. Id. § 3. Fictitious stock and bonds and all stock dividends are void, Id. § 5. Foreign railroad corporations shall not exercise the right of eminent domain, until they incorporate in the state, Id. § 8. No municipality shall subscribe for or own stock in any corporation. Id. § I. Street railways shall be allowed only upon a majority vote of the electors. Id. § 2. No corporation shall be created by special act, Id. § I. Stockholders shall be liable for unpaid subscriptions. Transferees shall also be liable, Id. § 4. Cumulative voting is provided for, Id. § 5. Stockholders in banks are liable to the extent of their stock, in addition to their subscriptions, for liabilities accruing while they are stockholders. All banks shall publish quarterly statements under oath. Id. § 7. The state shall not aid corporations, Art. XII., § 3. Miscellaneous Corporations, — Any number may incorporate for any lawful business. Com. Stat. 1887, p. 255. The articles of incorporation must fix the limit of indebtedness, which must not exceed two-thirds of the capital stock, except insurance risks, bank deposits and funds of trust companies in certain, cases. Companies may hold real estate necessary for legitimate business, p. 256. Notice of incorporation must be published for four weeks. Id. Amendments also are to be published. Annual statements of debts are to be published, on a penalty of the stockholders being liable for all debts, p. 257. If the incorporation is irregular, the stockholders are liable for all debts. Id. For deception as to resources or liabilities, a penalty is imposed. Id. Manufacturing corporations may be incorporated under a different act, p. 237. Directors then must be stockholders. Id. Trusts and combinations in trade are prohibited, ch. 69, L. 1889. §24 NEVADA. U ws> Rallroadfl. — Five or more may incorporate, Id. 243. Ten per cp.nt on each share is payal)le at the time of subscription, 244. The capital may be increased by a majority stock vote on sixty days' notice, 244. Consolidations authorized, 246. But dissenting Ftock- holders must be paid the market value of their stock, 247. Leases of railroads are also authorized, 248, Stockholders are individually liable only for unpaid subscriptions, 253. Domestic railroads may consolidate with any non-comi)eting railroad in an adjoining state, 253i 254- May execute mortgages and deeds of trust and issue bonds convertible into stock, 254. A railroad commissioner has power to prevent discrimination, etc., and to investigate and report, ch. 60, L. 1887. Connecting railroads may subscribe to each other's stock, or one may lease or purchase the other, upon a two-thirds vote of all the stock of each company, ch. 89, L. 1889. Taxation. — Shares of stock and also the capital stock are taxed. Id. . 585. But when the capital stock is taxed the shares of stock are not, 586. The capital stock is taxed at the principal place of business. Id. All domestic corporations in addition to the tax on their person- alty and realty, are taxed on the capital stock. It is valued at the market value of al! the shares of stock, less the valuation of the rr-.lty and personalty, which are otherwrse taxed, 590, 591. Bank stock is taxed and the tax is paid by the bank, 591. Railroads are assessed by a state board on all their property used for railroad purposes, and the assessment is apportioned among the counties through which they run, 592. Insurance companies are taxed on the annual excess of premiums over losses and ordinary expenses, 592. § 34. NEVADA.-Constltutlonal Provisions.—" The legislature shall pass no special act in any manner relating to corporate powers, ex- cept for municipal purposes." Art. VIII., § i. "All real prop- erty and possessory rights to the same, as well as personal property in this state, belonging to corporations, now existing or hereafter created, shall be subject to taxation the same as property of indi- viduals," Id. § 2. " Corporators in corporations formed under the laws of this state shall not be individually liable for the debts or liabilities of such corporations," Id. § 3. The state shall not give or loan its money or credit to or own stock in corporations. Id. § 9. Counties, towns, etc., shall not be stockholders in any corpora- tion whatever, or loan their credit in aid of any such corporation isxcept railroad corporations. Id. § 10. Miscellaneons Corporations.— May be formed for a variety of speci- fied purposes, " or for the purpose of engaging in any other species of . c.ain- are dut and unpaid, Id. Business shall be managed i\/ *!i; 'fTicers subject "to the votes of the corporation," p. 35^^ T'it'. owif!;? of ojie-twentieth of the stock may have a meeting called by a justice ■■• he peace, Id. p. 353. Directors are to be three or more, p. 354. The capital stock may be increased or ili- minished by the corporation within the charter limits. Id. Stock shall not be disposed of at less than its par value. Id. p. 355. No certificate of stock shall be issued unless 'is full value has been paid in or the certificate states the amount pr.id in upon it, Id. A delivery of stock with a written transfer is good against all parties, but not to affect the right of the corporation to treat the holder of record as the holder in fact, ch. 16, L. 1887. Except in banks whose charters contain other provisions ea<;h share is entftled to on^^ vote, but no stockholder shall vote more than one-eighth of the capital stock, G. Stat. p. 356. A stockholder who is challenged must swear that he is a. 6ana^tie owntr, Id. One stockholder shall not vote as the proxy of another. No proxy can represent more than one stockholder. No one can vote as proxy more than one-eighth of the capital stock. Other- wise as to railroads, Id. Proxies a.re good only for the one meeting " named therem. Id. Railroad proxies are allowed only in case of women and sick, infirm or old stockholders. No proxies allowed for over $5,000, including the stock owned by the proxy himself. Stockholders cannot distribute proxies, Id. The officers in all corporations, except banks, are liable for corporate loans to stockholders, and for corporate debts in excess of one-half of the paid-in capital stock and other assets excepting in the latter case, insurance companies, p. 357. No loan shall be made by any corporation except banks to any stockholder, Id. Stockholder receiving an unlawful loan, or unlawful dividend is liable for all corporate debts, until the same is repaid. Stockholders in all cor- porations, except banks and railroads, are liable for all corporate debts until the capital stock is paid m and a certificate to that effect filed. In railroads they are liable " to the amount of the par value of their stock." Directors are liable for all corporate debts, if they do not file an annual report, except in railroads and banks, Id. p. 358. Directors are liable for corporate debts, if they fail to file a certificate that the capital stock, is paid in, if it has been paid in, except in banks, Id. p. 359, The in- il U ■ iii ^m"!^PW?5^^^-^§^^^^^iSS^^ V J ".!JH 68 jrporations shall not peisonil and reiJ their charter or by it be an inhabitant Corporate records, Iders and corporate Business shall be f the corporation," may have a meeting lirectors are to be be increased or di- limits, Id. Stock le. Id. p. 355. No nil value has been .id in upon it. Id. d against all parties, treat the holder of Except in bank* re is entftled to onv^ -eighth of the capital id must swear that he )t vote as the proxy ne stockholder. No ;apital stock. Other- br the one meeting ' ily in case of women es allowed for over mself. Stockholder* corporations, except s, and for corporate ock and other assets s, P- 357- No loan any stockholder, Id. ul dividend is liable ockholders in all cor- ir all corporate debts ) that effect filed. In /alue of their stock." do not file an annual Directors are liable that the capital stock [d. p. 359- The in- 69 NEW JKRSRV. 8 26 dividual liab.iity of stockholders can be enforced only by a suit in equity. ). 360. As to cumulative ^ iting, see ch. 54, Laws 1879. Ch. ■02, L. 1887, makes it a misdemeanor to misuse railroad ])roperty or finid'j to influence legisiatii n. Savings banks are to keep a separate book contain'' ; a record of loans and investments, ch. 65, L. 1887. Tuxalion.— The tax on the incorporation of miscellaneous corpora- tions is $50.00 and $25.00 for amendments; $1.00 on every $1,000 of capital of banks, and 50 cents a $1,000 on railroads, 69. Railroad realty not used for the ordinary and usual purposes of railroading is taxed the same as that of individuals, p. 139. Shares of stock in all corporations, except railroad and manufacturing, are tixed. Id. Mso stock in foreign corporations, unless such stock is taxed where tl. cor ■ poration is located. Surplus bank capital is taxed. Id. No str -k is > be subject to double taxation, p. 140. Stock in domestic cor' c : ''icni. owned by non-residents, except in railroad 'ind manufacturi": -oi,, sa- nies, is taxed at the principal place of business of the corporation, , 41 . The taxable property of the corporation shall be taxed at its "hief plaoe of business. Id. I'or false returns the tax is increased i fo' I, p. 145. Corporate officers are obliged to state the residence, tiamos and amount of stock of stockholders, p. 146. Transfers to avoid taxation are punished by a fine, p. 147. Any jjortion of a railroad which has not been complced ten years is exempt from taxation, p. 160, amended, ch. 75, L. 1881. The state collects a tax on th*; actual value of railroad property. One-fourth is distributed among the to.vns through which it runs. The residue among the towns in which the railroad stock is held or owned. The proportion on non-residents' stock go< s to the state. Id. 160. Bank stock is taxed in towns where it is owned and non-residents' stock at the principal place of business, p. 169, etc. Towns may ex- empt from taxation for ten years, manufacturing companies, both as to their capital and tangible property, p. 140. But not where such corpo- ration was previously exempted by any other town, ch. 21, L. 1887. Fire insurance companies pay in lieu of all other taxes, one per cent on their paid-up capital, ch. 57, L. 1887. § 26. NEW JERSEY. Constitalional ProTisions.— Municipalities are forbidden to loan, aid, or buy stocks or bonds of corporations. Amend- ments Art. I., 55 19. State and municipalities are forbidden to donate land or money to corporations, Id. § 20. No private, special or local bill shall grant to a corporation any exclusive immunity or franchise whatever, or right to lay down railroad tracks. Special corporate charters are prohibited, but general laws shall be passed for granting corporate powers, subject to repeal or alteration, Art. IV., § 7. 26 NEW JKR8RY. 70 MlMccllaneoiiH Corporationn. — Three or more may incorporate " for any lawful business or purpose whatever," under the Act of April "j.. 1875, except railroads, turnpikes, or companies requiring i.se of power of eminent domain, banks and insurance, Revision of N. J. Laws, p. 179, g 10, L. 1888, ch. 80. Capital stock is to be $2,000 or over, and $1,000 paid in. The certificate of incorporation may limit the powers of the corporation, directors or stockholders. Part of the l)usiness may be done out of the state. Certificate must so state. Directors must be stockholders, and are to manage the business, p. 180.1 Hy-laws may determine how many votes the shares of stock may cast. Preferred stock may be issued on a two-thirds vote of the stock. Transfers as collateral security shall state that fact on the transfer book, p. 181. By a two-thirds vote in interest, the nature of the business may be changed, p. 182. The transfer book is to be open to inspection for thirty days before elections, p. 183. No proxies are to be older t' . three years, and no stock is to be voted if transferred less th twenty days prior to the election. The supreme court may prr jed summarily to review the fairness and legality of elections, p. ib^. A list of namesof directors and officers is to be published and fileil annually with the secretary of state, within thirty days after an election, p. 185, amended L. 1877, p. 103, Suppm't to Rev., p. 169. Stockholders' meetings are to be in the state; directors may meet outside if the by-laws permit; an office, with transfer books is to be kept in the state; court may order all books into the state; loans to stock- holders or directors are prohibited; three o: more stockholders may call a meeting, p. 186. Stock may be issued for property: must be so stamped on the certificates; officers are liable for all debts for issuing certificates or public notice containing false statements, p. 187. Corporate creditors' remedy against stockholders may be at law or in equity, p. 194. Notice is to be given of application for acts of incor- poration. Id. Preferred stock may be issued in payment of property, Act March 31, 1882. Such stock (issued for property) may contain a provision guaranteeing a dividend, Act March 31 1882, Suppm't to Rev., p. 149. Manufacturing corporations, incorporated under Act of April 7, 1875, must have one director resident in New Jersey* and must file his name and residence with the secretary of state, Act March 16, 1881, Suppm't to Rev., p. 162. Co-operativemanufacturing corporations may be formed by seven or more with a capital of $1,000 to $50,000, Act March 12, 1880, Suppm't to Rev., p. 162. If business is to be carried on out of the state, the articles of associa- ' Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. Vrf. Ttt 10 incorporate " for [le Act of April 7 requiring ise of Revision of N. J. : is to he $2,000 or poration may limit ders. Part of the ite must so state. e the business, p. he shares of stock two-thirds vote of state that fact on te in interest, the The transfer book elections, p. 183. no stock is to be the election. The V the fairness and ors and officefs is to f state, within thirty o3,Suppm'ttoRev., ; directors may meet • books is to be kept le; loans to stock- e stockholders may operty: must be so ,11 debts for issuing statements, p. 187. nay be at law or in n for acts of incor- lyment of property, erty) may contain a 82, Suppm't to Rev., 1 under Act of April ersey* and must file Act March 16, 1881, ing corporations may ,000 to $50,000, Act he articles of associa- ion Law, chapter xxxvii. 71 NEW JERSEY. B 26 tion must state where the principal office out of the state is to be lo- cated, L. 1889, ch. 265. Directors may, by the articles of association, be elected for a longer term than one year, up to five years, and these terms may run out in different years; and if there are various kinds of stock, a separate kind may be authorized by the articles or by-laws to choose one or more of the directors, Id, As to preferred stock, dividend to be yearly, not over eight per cent. Certain corporations may purchase the stock of other similar com- panies and issue stock therefor, I.. 1889, ch. 265. (aiaranteed stock may be converted into preferred stock, ch. 267, L. 1889. The capital stock of any corporation, excepting railroad and canal comiianii's, may be increased to any amount, upon the assent of two- thirds in interest of the stock and upon complying with certain for- malities, ch. 105, L. 1889. Railroads.— The consolidation or merger of connecting lines is authorized. Act of April 17, 1885. Consolidation with or lease to a foreign corporation is forbidden unless the express consent of the legisla- ture thereto is first obtained, Act of May 2, 1885. The consolidation of connecting railways is authorized upon a two-thirds vote of the stock in each company. Dissenting stockholders must be bought out. Act March 25, 1881. Railroad directors must be full stockholders.' At elections a majority of the stockholders present may demand an in- spection of the corporate books and papers, Act March 25, t88r. Directors of foreign corporations, authorized by the state to do business therein, may meet in New Jersey, and may have a transfer office there. Revision of N. J. Laws, p. 919. Stockholders may grant to bondholdera the right to vote. Bondholders then become liable for corporate debt* the same as stockholders. Act of April 21, 1876. A majority of the directors must be residents,* Revision, p. 925. Must all be stock- holders. Id. p. 926.* Stock is not transferable until previous calls have been paid. Id. p. 926. A corporation may. be formed to own a railroad purchased at a foreclosure sale, Acts April 5, 1875 and March 25, 1875. No franchise is to be exclusive, Rev. p. 935. Thirteen may incorpo- rate. Id. p. 925. Railroad companies may acquire real estate at each, terminal point and intermediate depot, as the exigencies of business demand, up to ten acres at each such point, L. 1887, ch. 81, p. 113. Railroad companies may purchase or rent wharves, boats, etc., " capable of being of use in the transportation of freight or passen- 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. Vrf. '/rf. Id NKW JKKHRY. Rfis," L. 1888, .ch. 140. The governor, chancellor, vice-chancellor, suprtMue court justices, judges of the court of errors, secretary of state, statf treasurer, comptroller of the treasury, clerk in chancery, supreme <'(iurt clerk, ailjutant general, (piartermaster general, slate librarian, state prison keeper, superintendent of jjublic schools anil members and ofticers of both houses of the legislature " shall pass and re|)ass free of charge" on railroads incorporated under the general act. Rev. p. 9.^5. Itiiiiks. — May be organizid 'ry seven citizens of the state, with a capital varying from #50,000 to $2,000,000. There seems to be no liability of stockholders beyond that for their unpaid supscriptions. Revision, pp. 57, etc. A governing board of savings banks in certain cities is to proviile for the election of a depositors' committee of three to appoint annually a board of four inspectors, I,. 1888, ch. 280, p. 418. Hanks shall make annual reiiorts to the state and are subject to the inspection and control of the state Inink commissioners, L. 1889, ch. 229. (JoiHiriil rrovlslons. — When the stock is not all paid in, stockholders are all liable ratably for the unpaid part. Revision of 1877, p. 178. > Directors may increase the capital slock in order to pay overdue bonds. Act of March 2, 1882, Sup't to Rev. p. 153. Foreign corpora- tions may h(jld, mortgage, lease and convey real estate in New Jersey for corporate purposes, Act March 17, 1882. Domestic and foreign corporations may own and dispose of stocks and bonds of other domes- tic corporations, L. 1888, ch, 269, p. 385. Certain corporations, such as land, hotel and transportation companies, may issue their own stock to purchase stock in other companies, provided they all have an office in or do business in the same county, and provided such transporta- tion business be incidental or necessary o the other business named, L. 1888, ch. 295, p. 445. Corporations may consolidate and merge upon the basis of an agreement by the board of directors assented to by a majority stock vote at a meeting specially called, the agreement being filed with the secretary of state. Objecting stockholders are to be paid the appraised value of their stock, the objection to be made at the meeting or within twenty days, and written notice to be served upon the new officers within ten days after their election, L. 1888, ch. 294, pp. 441-445. Ch. 48, L. 1888, provides for the consolidation of street railway companies. The number of directors may be decreased by the written assent of two-thirds in value of the stockholders filed with the secretary of state, L. 1888, ch. 22. Foreign corporations may acquire, hold, mortgage, 'lease and convey such real estate as may be necessary for the purpose of their business and to secure debts. Corporations ' Cook on Stock and Stockholders and General Corporation Law, chapter xii. 7S :>T, vice-chancellor, , secretary of state, chaiK ery, siiprt'iiie al, slate librarian, I and nu'nibers and anil repass free of act. Rev. p. 9.15. the state, with a re seems to be no paid snpscriptions, s banks in reitain conunittee of three ],. 1888, ch. a8o, e and arc subject nissioners, 1,. 1889, lid in, stockholders 1 of 1877, p. 178.' r to pay overdue Foreijjn corpora- tate in New Jersey nestic and foreign ids of other domes- corporations, such ue their own stock all have an office d such transporta- ir business named, ;olidate and merjje ctors assented to by ed, the agreement ckholders are to be on to be made at e to be served upon , L. 1888, ch. 294, solidation of street )e decreased by the Iders filed with the itions may acquire, s may be necessary ebts. Corporations on Law, chapter xii. 8T NKW JKKHRY. » 2rt chartered to do a real estate business are authorized to conduct it in this state, I,. 1887, ch. 134, p. 157, amending ^ 99, Act April 7, 1875. A lien of workmen exists upon the assets of an insolvent corporation, 1,. 1887, ill. 71, p. 99, Taxiitlon.i — 'i'he real and personal property of manufacturing cor- poratious is taxed the same as that of an individual. Act May 11, 1886, Suppm't to Rev. 1886, p. 161. lly the important Act of April 18, 1884, Suppm'tto Rev. 1886, p. loi^i* an annual tax, as a license for the corporate franchise, must be paid to the state, as follows: 'I'elegraph, telephone, i:al)le and express compa- nies not owned by railroad companies and not otherwise taxed, pay two per cent of gross receipts; gas and electric light companies pay one- half of one per cent of gross receipts, and five per cent of dividends in excess of four per cent; oil and pipe line comi)anies pay four-fifths of one per cent of gross receipts; parlor, palace and sleeping car compa- nies two per cent of gross receipts; life insurance companies one per cent of surplus; insurance companies other than life, one per cent of gross premiinns; foreign insurance companies two per cent of net premiums collecteil in state; all other corporations, except banks, canal, railways, cemeteries, religious, charitable, educational and manufacturing or min- ing corporations carrying on business in the state shall pay a yearly license fee or tax of one-tenth of one per cent of their cai)ital stock. If the tax is not paid in three months the attorney-general may cause the corpor- ation to be restrained from doing business. lly the Act of April 10, 1884, Suppm't to Rev. 1886, p. 1003, amended L. 1888, ch. 208, 259, railways and canals are taxed as follows: All personalty and realty not used for railway or canal purposes is taxed the same as are individuals. A state board of assessors assesses the total value of the road, build- ings, etc., in the s'ate; a tax of one-half of one per cent is to be paid to state; the tax ui the municipalities, which shall not exceed one per crnt, is apportioned and levied by the state assessors; is paid to the state, and repaid by the state to the municipality. Stock and bonds are then exemf from taxation. Ky Act of March 5, 1883, corporations organizing nder the Act of April 7, 1875 (including manufacturing corporations), must pay $25 for their charter if the capital stock is $100,000 or less; must pay one-fifth of one-tenth of one per cent if over $100,000, Suppu.'t to Rev. 1886, p. 149. Manufacturing corporations and all other corporations organized under Act of April 7, 1875, shall be taxed on their capital stock at its actual value, and on their surplus. Act March 14, 1879, Suppm't to Rev., p. 161, cf. Revision, p. 1156. ill real and personal property of corporations is taxed the same as tha. if 'Cook on Stock and Stockholders, and General Corporation Law, chapter vKxiv. I • Ill i § 2*^ NEW YORK. 74 an individual, except railway, turnpii the*, loan;, Id. § 4. i'tockholders in state banks which issue money are liable to creditors to the extent of the par value of their [ ■SESBBS!'**'V 74 lis, banks, cemeter- h 7, 1878, Suppm't ir foreign corpora- of corporations is. 1 15 2. Real estate ig business in the 2 real estate is de- Id. p. 1 159. Bank de, but against the p. 1 161, Railroad 59-287, ch. 259. p. s, an annual tax of ig available funds,, ased and foreclos- L. 1888, ch. 436, p. I The legislature f corporation, asso- tracks," nor grant- lividual any exclu- . . No law shall ilroad except upon •half in value of the :al authorities hav- ,y upon which it is rst obtained ; or in obtained, the gen- ;h it is proposed to- iree commissioners, interested, whether ind their determin- of the consent of lall not give or loan ind Art. VIII., § 10. nless in the opinion lot be obtained by i may be altered or have a capital stock ir profits nor be in- e banks which issue he par value of their 76 NEW YORK, § 27- stock in addition to the subscription liability, Id. § 7. "No county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in or bonds of any association or corporation, nor shall any such county, city, town or village be allowed co incur any indebtedness, except for county, city, town or village purposes," Id. § 11. Miscellaneous Corporations. — Three or more may incorporate for various manufacturing purposes, ch. 40, L. 1848, and many amend- ments. See R. S., 8th. ed., p„ 1953.1 The capital stock is not limited. Corporation may exist for fifty years, Id. Directors may be from tl.ree to thirteen. Id. p. 1956. They must be stockholders and citizens of the United States and a majority must be citizens of the state. Id. § 3.' Directors elect a president from their number. Id. § 5. Directors make the by-laws, Id. Shares are not tran,3ferable until past due calls are paid. The company shall not purchase stock in any other company. Id. § 8.8 Except the slrck of corporations producing or consuming articles of the first corporation, p. 1967 . Until the capital stock is paid up and a certificate to that effect filed, the stockholders are liable doubly on their stock. The capital stock must be paid in : one-half within a year, the remainder within two years, p. 1957, § 10. Directors must file a specified annual report, and for failure so to do are liable for all debts. Id. § 12. Stock may be issued for property, p. 1961.* For making reports willfully false, the directors are liable for all debts,, p. 1958, § 15.* Executors, administrators, guardians, trustees and pledgees, are not liable on stock, Id. § 16. But may vote, except in the case of pledgee. Id. § 17. Stockholders are liable for debts to- laborers. Id. § i8.« The stockholders' statutory liability does not apply to debts payable more than a year after the debt is contracted. It lapses unless suit is brought within a year after the debt becomes due. A transfer of stock releases the transferrer after two years, p. i960, § 24. Stock books shall be open to stoc" olders and creditors. Id. § 25.'' Stockholder owning a certain amount of stock may demand a statement of assets and liabilities. Id. § 27. Consolidations are provided for, p. 1968. Mortgages may be made upon the written consent cf two-thirds of the stockholders, pp. 1965. 1973.^ A valuable little boo!: giving the deci- sions under this act has been written by Mr. W. S. Poor (L. K. Strouse & Co., 1886.) ':^ ' Cook c. Stock and Stockholders and General Corporation Law, chapter xiii, '/rf., riiapter xxxvii. '/aT. , chapter xix. */ chapters xii. and xv. 84 g l)anking corpora- )te of the people, any legal purpose, siness, R. S. 1886, itizens of Ohio, § list be paid in at the capital stock ore the charter i» zy as to the ten per installment is due lit each stockholder by hini.'* In such c. Annual reports y-laws distributing of March 19, 1884, lust be stockholders zens, § 3248. Di- p stock is subject borrow money, not ; its note, bond and irths of the stock- ually paid in, bonds »f the capital stock stock, common or )orate creditors for i subscription. The An action to en- st all stockholders, representing three- ;erred stock, § 3263. nually, a statement ckholders and their kholders in a manu- iissolution, § 5673. r deducting all ordin- i the management of ss; interest paid, due lebts due upon which jnLaw, chapter xxxiv. */d., chapter xU. B$ OHIO. » SO no interest has been paid for a year and no suit bron^iht thereon, or tipon which suit has been brought and no interest paid for two years. Only the capital stock actually paid in shall be advertised, L. 1889, p. 228. Rallronds.— Are incorporated under the above provisions. A change of route renders the company liable to suits for damages and to cancella- tion of subscriptions, g 3276. May issue bonds for certain specified purposes,' and secure the same by mortgage, {^ 3286. May open transfer books in other states, ^ 3291. Stockholders voting must have been such for thirty days previous to the election, g 3296. A railroad may aid, purchase, lease or make a traffic contract with a connecting ''"<^> § 3300- J^"t only on a two-thirds vote of all the stock of each company, and any rental must be equal to the net earnings of the pre- ceding year, § 3301, Dissenting stockholders must be bought out and paid the value of their stock, § 3302, etc. The liabilities of the lessor and lessee are defined, § 3305, Act of April 13, 1883. Preferred stock may be issued when the capital stock is increased, g 3309. A record of all proceedings shall be kept in the state and be " open at reasonable hours for the inspection of any stockholder of the company," § 3312.' " All capital stock, bonds, notes, or other securities of a company, purchased of the company by a director thereof, either directly or in- directly, for less than par value thereof, shall be null and void." "The directors shall be liable in their individual capacity to the stockholders for any damage sustained by the stockholders by reason of the negligence, mismanagement, or unfaithfulness in the discharge of their duties ; but a director may exonerate himself by entering his pro- test upon the record against any act done without his concurrence, from which injury is feared, and fo 'liwith publishing the same for three weeks in sonrie newspaper printed and of general circulation in the county in which is the principal office of the company," § 3314. No stockholder in an express or transportation company shall hold office in a railroad company, § 3315. Consolidations are authorized on a two-thirds vote of the stock voted at a meeting called for that purpose, § 3381. " A stockholder who refuses to convert his stock into the stock of the consolidated csmpany shall be paid the highest market value of such stock at any time within six months next preceding the time of the making of such agreement for consolidation by the direc- tors, if, previous to such consolidation, he so require . . ." §§3388, etc. Reorganization agreements are regulated : two-thirds in interest of the creditors and two-thirds in interest of the stockholders may agree ' Cook on Stock and Stockholders and General Corporation Law, chapter xli. */*«!^^-!ii'.^"<'S";'*>s~V-." iTf"w;';:t!^--^ii § 31 OREGON. 86 on a plan of reorganization ; the court may then order a sale and the committee may purchase ; a meeting; is then (ailed ; any creditor or stockholder may come in on the reorjjanization within a year alter such meeting ; the new corporation has all the powers, etc., of the old, and also adilitional powers, Jj}| 3393-3398. Foreign corjiorations may do business in the state, g 3399. Recapitalization without foreclosure is provided for on a two-thirds vote of the l)ondholders, general creditors anti stockholders. Those not coming in within six years after publication are barretl out, imiess they were under disability, |555 34°'- 3408. The sale of an unfinished road is authorized. Dissenting stock- holders are protected, ^g 3409-3414. The purchasers of a railroatl at a foreclosure sale may succeed to the old corporate franchise on the consent of the directors and two-thirds of the stock, § 3419. Or may organize a new cor|)oration, g 3426. See also Act of March 11, 1880, R. S. Suppm't, pp. 225, 226. A railroad commissioner is given power to investigate and report, R. S. 1886, p. 53, ch. 7. Contracts relating to the use, sale, etc., of rolling stock or other personal property by a railroad, must be filed with the secretary of state, L. 1889, p. 255. Taxation.' — For fiUng a certificate of incorporation, a fee must be paid to the secretary of state varying from $5 , where the capital stock is $5,000 or less, to:j!2oo when the capital stock is over $1,000,000, R. S. Suppm't, § 148, amended L. 1886, p. 165. Shares of stock are taxed, §g 2731-2737. They are assessed at their actual value, g 2739. All corporations, unless otherwise specifically taxed, are taxed on their realty where it lies and on their personalty by municipalities in propor- tion to the value of the realty therein to the whole realty in the state, § 2744. Shares of stock are not taxed if the capital stock is taxed against the corporation, § 2746. Bank stock is taxed, at its actual value, in the municipality where the bank is located, § 2763. Bank realty is taxed where it lies, § 2763. Railroad property, real and personal, is assessed by a board and apportioned among the muni- cipalities through which the road runs, §§ 2770-2776, see also Act of April 27, 1885. Bank taxes may be paid by the bank and deducted from the dividends. The tax is a lien on the stock, §§ 2839, 2840. A railroad running into another state is taxed only on the proportion of the road and rolling stock in the state, § 3387. Foreign insurance companies are taxed on their gross receipts from premiums, L. 1888, p. 183. § 31. OREGON. Constitutional Provisions.— No bank of issue shall be incorporated, Art. II., § 1. Corporations can be created only by 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxiv. rder a sale and the il ; any creditor or kvitliiii a year alter :rs, etc., of the old, jorporations may do :hout foreclosure in s, general <:reditors lin six years after disal)ility, gg 34°'- , Dissenting stock- sers of a railroad at te franchise on the <, g 3419- Or "i»y of March 11, 1880, ler is given power to )Hing stock or other th the secretary of tion, a fee must be , where the capital k is over $1,000,000, Shares of stock are ictual value, § 2739. ;d, are taxed on their iiicipalities in propor- realty in the state, ipital stock is taxed taxed, at its actual ited, § 2763. Bank 1 property, real and ed among the muni- 2776, see also Act of bank and deducted ;k, §§ 2839, 2840. A m the proportion of Foreign insurance premiums, L. 1888, sfo bank of issue shall I be created only by ion Law, chapter xxxiv. J Ut^^,:.:.,:^^ -A5BB«e^.«U*«t'*«J»«:-!tJ««fcV IMAGE EVALUATION TEST TARGET (MT-3) ^ 4V/ /I •r 1.0 I.I ■u 1^ 122 us lU u lAO 12.0 ■■ 11125 III , .4 ,,.6 ■ < 6" ► Photographic Sdences Corporation 23 WEST MAIN STREET WEBSTER, N.Y. MStO (716)872-4S03 *»«fs.\y 4k.o J CIHM/ICMH Microfiche Series. CIHM/ICIVIH Collection de microfiches. Canadian Institute for Historical ly/licroreproductions / Institut Canadian de microreproductions historiques mm fggggggiigi/jfiggtigiigiiggifg^^ wmmmammMimumc nn.i wmiii iwiimiiiiii 1 1 iimmmi^mmtitm^timKmmmaiatmmmimimtKKiet ISS-V 4^ ^ CIHM/ICMH Microfiche Series. CIHM/iCIVIH Collection de microfiches. Canadian Institute for Historical ly/licroreproductions / Institut Canadian de microreproductions historiques KittliMiMiaMWHIiBi 87 OREGON. § 31 general iaws, Id. § 2. Stockholders shall be liable on their subscrip- tions, but no farther, Id. § 3. The state shall not be interested in the stock of corporations, Id. § 6. Municipalities shall not aid or be in- terested in corporations, Id. § 9. Miscellaneons Corporations. — Three or more persons may incorporate for any lawful enterprise, business, pursuit or occupation, Gen. Stat, 1887, § 3217. The incoriwrators need not be stockholders. Railroads are incorporated hereunder, Id. notes. Articles are to be filed with the secretary of state and county clerk, § 3218. May hold real estate necessary and convenient and to aid the objects of the corporation. May make a by-law for the sale, without judgment or execution, but on thirty days' notice, of delinquent stock. Railroad corporation may lease, purchase or operate other lines not competing, § 3221. Each share is entitled to one vote, but after the first election shares shall not be voted unless all installments due are paid, § 3223. Directors must be stockholders and residents and must take an oath; but corporations " incorporated for the purpose of constructing railroads, or military wagon roads, canals or flumes, or carrying on mining enterprises withir* or without the state, or publishing newspapers or conducting institutions of learning in this state, may permit a minority of the board of directors- to reside out of this state," § 3224. The stock book is to be kept open to inspection, §3228. Stock is subject to attachment and execution,. § 3229. The assignee of unpaid stock is liable for any unpaid balance thereon, but the seller is still liable to existing creditor for the said balance if the buyer does not pay, § 3230. Directors are made personally liable in case of their wrongdoing, § 3231. Corporations must organize within one year. Non-user for six months thereafter is fatal, § 3232. A majority stock vote may increase or diminish the capital or dissolve the corporation, § 3235. Directors may file supplementary articles to engage in a cognate business upon the consent of three-fourths of the stock, or to engage in a new enterprise upon the consent of seven- eighths of the stock, § 3238. Foreign corporations for fire and marine insurance, brokerage and express business must give six months' public notice of their intention to cease business, § 3273. They must file a. designation of an attorney, a resident citizen of state and the United States to accept service before doing business, §§ 3276, .3277. Andl must deposit $50,000 with the state treasurer as security for claims and demands of persons doing business with such companies in the state,. § 3568. Any surety company with paid-up capital of $500,000 may transact business in the state upon compliance with these conditions,, § 3279. Foreign life insurance companies shall pay $100 annually to- the state treasurer, § 3290. Foreign railroad corporations leasing ai § 32 PENNSYLVANIA. 88 «? domestic railroad must execute an agreement with the state of Oregon that all suits of such lessor with citizens of Oregon shall be carried to final determination in the courts of the state or in the federal courts; and the state reserves the right to regulate rates on such leased lines and make proper police regulations, § 3293. Taxation. — Personal property of private corporations is assessed and taxed in the county where the principal office is located. The rolling stock of railroads is assessed in the county of the principal terminus or depot, except where one terminus or any depot is in the same county as the prin- cipal office. The personal property of any corporation may be sold for any tax, § 2744. Railroad companies must have a principal office in the state, § 2745. A railroad agent must furnish a sworn statement of all property, and this is then apportioned to the several counties, § 2746. Stock is •not taxed to the owner where the capital is taxed against the company* ■§ 2750. The real estate of corporations is assessed in the county where it lies, like that of individuals, § 2739. Shares of banks located in the state are taxed against the owners where they reside. Non-resident owners are taxed on their shares at the place where the bank is and the tax is a lien upon such shares, § 2734. The fees of the secretary of state for filing articles of incorporation are #2.50, | 2337. Shares of stock are taxed; also such part of the capital stock as is liable to taxa- tion and is not invested in real estate, Id. § 2731. <§ ^. PENNSTLTANIA. Constitnttonal Provisions.— The constitu- itional provisions of this state, relative to corporations, may well serve as models for other states. On account of this transcendent merit, they are given at some length. No local or special law shall create corporations, •or grant to them any special or exclusive privilege or immunity, or to Kjorporations the right to lay down a railroad track, Art. III., § 7. The general assembly shall not authorize guardians, executors, trustees, etc., to invest trust funds in stock or bonds of private corporations. Art. III., §22. Exemptions from taxation, with certain exceptions, are void, Art. IX., 2. "The credit of the commonwealth shall not be pledged or loaned to any individual, company, corporation or association; nor shall the commonwealth become a joint owner or stockholder in any com- pany, association or corporation," Art. IX. The general assembly shall not authorize any county, city, borough, township or incorporated district to become a stockholder in any company, asso- ciation or corporation, or to obtain or appropriate money for, or to loan its credit to any corporation, association, institution or individual," Art. IX., § 7. "All existing charters, or grants of special or exclusive priv- ileges, under which a bona fide organization shall not have taken placet 88 the state of Oregon 1 shall be carried to the federal courts; 1 such leased lines ions is assessed and 1. The rolling stock 1 terminus or depot, 2 county as the prin- may be sold for any )al office in the state, ment of all property, i, § 2746. Stock is linst the company* ,n the county where anks located in the !side. Non-resident the bank is and the of the secretary of I 2337. Shares of as is liable to taxa- ons.— The constitu- is, may well serve as ndent merit, they are create corporations, or immunity, or to Art. III., § 7. The cutors, trustees, etc., rporations, Art. III., ttions, are void, Art. not be pledged or issociation; nor shall lolder in any com- I 6. " The general rough, township or any company, asso- noney for, or to loan or individual," Art. al or exclusive priv- )t have taken place, 89 PENNSYLVANIA. 83 and business have commenced in good faith, at the time of the adoption of this constitution, shall thereafter have no validity," Art. XVI., § i. "In all elections for directors or managers of a corporation, each mem- ber or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates as he may prefer," Art. XVI., § 4.1 " No corporation shall engage in any business other than that expressly authorized in its charter;' nor shall it take or hold any real estate, except such as may be necessary and proper for its legitimate business," Art. XVI., § 6. " No foreign corporations shall do any business in this state without having one or more known places of business, and an authorized agent or agents in the same, upon whom process may be served," Art. XVI., § 5.* " No corporation shall issue stocks or bonds except for money, labor done, or money or property actually received; ani all fictitious increase of stock or indebtedness shall be void.^ The stock and indebtedness of corporations shall not be increased except in pursuance of general law, nor without the con- sent of the persons holding the larger amount in value of the stock first obtained, at a meeting to be held after sixty days' notice given in pursu- ance of law," Art. XVI., § 7. The right to alter, revoke or annul charters is reserved, Art. XVI., § 10. Consolidation, etc., of competing telegraph lines are prohibited. Art. XVI., § 12. The transfer book and the names and amount of stock owned by stockholders shall be open to the inspec- tion of stockholders and corporate creditors, Art. XVII., § 2." " No railroad, canal or other corporation, or the lessees, purchasers or man- agers of any railroad or canal corporation shall consolidate the stock, property or franchises of such corporation with, or lease, or purchase the works or franchises of, or in any way control, any other railroad or canal corporation, owning or having under its control, a parallel or competing line; nor shall any officer of such railroad or canal corpora- tion act as an officer of any other railroad or canal corporation, owning or having the control of a parallel or competing line; and the question whether railroads or canals are parallel or competing lines, shall, when demanded by the party complainant, be decided by a jury, as in other civil issues," Art. XVII., § 4.* Common carriers shall not engage in manufacturing or mining, nor in any other business. But mining and manufacturing companies may have a railroad or canal not over fifty miles in length, Art. XVII., §5. "No president, director, officers, agent or employe of any railroad or tanal company shall be interested, directly or indirectly, in the furnishing of material or supplies to such 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. */(/., chapter xl. */S 'S-^J"-'- ' 90 91 PENNSYLVANIA. 32 common carrier of :ontrolled or worked id, railway or other lasses at a di.>count^ he company," Art. or various purposes lling of real estate. Incorporators to be . iidents, p, 337. The 1 stock has been paid governor in case of cases. The charter charged by the secre- rtihcate, Id. p. 338. under a penalty of on the approval of the o. By-laws shall be jes otherwise. Trans- iferee to liability for may be set aside by ,000, p. 342. Cumu- or obligations by the int of subscription, of other corpora- ity vote of the stock- ferred stock may be ill other stock, p. 343^ majority .vote of the r an amount not over irise provided, p. 344.* isue bonds to double 7. Stockholders are !m" for work or labor his liability may be at i, Brightley's Purdon's months after the claim s for dealing in real Dtions of officers must ition Law, chapter xxxix. *Id., chapter xix. '/8. e stockholders may to be called by the of the stock. The Lte powers. Act June 2377. Nine or more any, Brightley's Pur- ibing, ten per cent in six to twelve] must be ist be subscribed, ac- iree directors that the le-tenth actually paid s may borrow money lor double the paid- joney, except at par ; for labor done or i. Bonds, etc., are or for less than the Ion's Digest, Suppm't, commissioners at the d. supra, p. 1417. The Shares transferred ation Law, chapter xli. */d., chapter iii. 98 PENNSYLVANIA. 8 3a within sixty days preceding an election give no vote to the holder. The transferer and transferee of stock are liable for unpaid subscriptions, p. 14.19. Stockholders in arrears cannot vote. Forfeiture of stock does not relieve the stockholder from the liability. At annual meet- ings the officers must make reports. The state may revoke a charter and take the road for its own use on payment of compensation to the stockholders, p. 1420. Railroads and canal companies must maintain an office within the state with stock books, etc., p. 1421. May execute mortgages to secure their bonds, p. 1422. A railroad may purchase a connecting line at a foreclosure sale, p. 1422. Connecting lines may consolidate, p. 1429. A majority may effect the consolidation, but the dissenting stockholders must be paid the actual market value of their stock, p. 1430. In case a stockholder objects to a consolidation he may apply to a court, have the ivalue of his stock appraised and com- pel payment from the company, Id. A majority of the directors and the president must be residents. Elections must be held in the state. Id. p. 1437. Every railroad must make an annual report on its affairs to the auditor general. Id. p. 1438. A railroad may own stocks and bonds of other railroads and may lease them. May guarantee bonds of other lines. May lease other lines. Id. p. 1439, 1441. The real owner of stock is to be allowed to vote it either in person or by proxy, L. 1889, No. 108. Issue of stock and bonds upon a consolidation of rai'roads regulated, L. 1889, No, 223. Foreign corporations doing business in the state must file a certificate under a penalty of $500, L. 1889, No. 332. Street railroad act, L. 1889, No, 227. Banks. — Banking companies may be incorporated by three or more. Notice of application must be published for three months. Articles to be approved by the attorney general and filed with the certificate with the auditor general. Letters patent then issue. The capital stock must be not less'than $50,000, Stockholders' liability is for the amount of their stock at par in addition to the par value thereof. Before commencing business fifty per cent of the capital must be paid in and thereafter ten percent per month. Every one of (at least five) directors must be citizens of the United States and of Pennsylvania and must hold at least ten shares of stock. Loans to a director must not exceed ten per cent of the capital stock paid in. Gross loans to all officers must not exceed twenty-five per cent of the same. The bank has a lien on shares for all dues. No loans to be made on stock. The bank must not hold its own stock except to secure debts. Not to pay interest on call deposits, Act of 13th May, 1876. The last mentioned act re- 1} 8 32 PENNSYLVANIA, 94 peals everything inconsistent therewith Under the acts existing at that time (1876) were the following provisions : No person shall be tlirector of any two banks at the same time, nor shall the gover- nor, the executive or judicial officers of the state, or city or county treasurers, or members of state legislature, b'; directors, Brightley's Purdon's Digest, 1883, p. 160. No person shall be director more than three years out of four, except the president. Id. p. 161. Officers cannot vote proxies. Cashiers cannot engage in other occupations. Id. p. 162. Books, etc, must always be open to directors and open to stockholders at general meetings, Id. p. 164. The total liabilities shall not exceed three times the capital stock. Id. p. 17a. Savings bank, L. 1889, No. 236. Taxation. — Miscellaneous corporations, including manufacturing and mining corporations, must pay to the state for the charter one-fourth of one per cent of the capital stock, one-half to be paid upon incorpora- tion, one-half a year after, Brightley's Purdon's Digest, 1883, p. 35 1, § 74. The same tax is paid upon any increase of the capital stock, L. 1889, No. J 25. "Public loans or stocks" are taxable for state purposes three mills on the dollar. Banks and simitar corporations may pay six mills on the dollar uf the par value of all stock and then be exempt from all other taxes, except on land. The corporate treasurer paying interest to resident holders of corporate scrip, bonds or certificates of indebtedness must deduct three mills on the dollar and pay it to the state. The bank stock is assessed against resident holders at the place where they reside, in case the banks do not elect to pay six mills as supra. Manufacturing corporations are exempt from taxation, except those manufacturing gas or liquor. Act June 30, 1885, Id. Suppm't, pp. 2398 et seq. Mutual loan and building associations are exempt from the state tax. Act May 32, 1883. Corporate loans and stocks guaranteed by the state shall pay a tax, the amount of which shall be retained by the state and deducted from the payment of interest, Id. supra p. 1611, § 178. Taxes on the capital stock are paid by the corporation and deducted from dividends, or the stock may be sold. If the tax is not duly paid the directors become personally liable, p. 161 1, § 181. All taxes are a lien and are paid first on a judicial sale, p. 1620, § 213. Domestic insurance com- panies are taxed eight-tenths of one per cent upon the gross amount of premiums, p. 1618, § 208. A tax of three per cent on the annual net earnings or income is also levied against certain banks for the use of the state. State banks shall pay a tax of one per cent on the par value of all shares of stock ; the latter are then exempt from all other taxes, p. 161 2. A statement of the corporate assets, copy of in- corporating act, etc., must, be registered in the auditor general's .t H ,\ie acts existing at No person shall be )r shall the gover- ! state, or city or iture, l)*? directors, lo person shall be xcept the president, hiers cannot engage ;., must always be t general meetings, eed three times the No. 236. ding manufacturing he charter one-fourth paid upon incorpora- ist, 1883, p. 351,8 74- ,1 stock, L. 1889, No. urposes three mills on pay six mills on the ;empt from all other ir paying interest to cates of indebtedness 1 the state. The bank ice where they reside, fra. Manufacturing se manufacturing gas 198 gt seq. Mutual e state tax, Act May by the state shall pay e state and deducted 178. Taxes on the icted from dividends, ly paid the directors [es are a lien and are estic insurance com- the gross amount of It on the annual net Ijanks for the use of per cent on the par n exempt from all ite assets, copy of in- he auditor general's 95 RHODR ISLAND, 8 38 office before beginning operations, under a penalty of $500, p. 1615. A tax of one-half mill for each one per cent of dividend declared is levied on the capital stock of all domestic and foreign corporations if they declare a six per cent dividend or over. If under six per cent, then a three mill tax is levied on the actual value of the capital stock, p. 1616, 8 204. Manufacturing corporations manufacturing within the state are exempt from this particular tax, L. 1889, No. 332, § 21. Certain transportation and other quasi public corporations pay a tax also of eight mills on every dollar of gross receipts on business wholly Vithin the state, Id. Formerly banks paid a tax of a percentage of the dividends, nmningfrom eight percent on six per cent dividends to thirty per cent on dividends over twenty-five per cent, p. 173, Acts 1850, 1867. National bank stock is to be assessed at its actual value. Stock may be sold by attachment or by levy and sale for non-payment of tax. Bank cashiers shall pay a tax of one per cent on the par value of all shares of stock, thereby exempt- ing the shares from all other tax. National bank shares shall pay the state a three mill tax on their actual value and pay also a local ta.x, pp. ^73-^74' Shares of stock are taxed unless the corporation is subject to a tax on its capital, L. 1889, No. 332, § i. Banks may pay a six mdl tax in lieu of other local taxation, outside of the tax on real estate. They also pay a three mill tax to the state, §§ 25, 26. In addition to the tax levied under Section I. of this act, a three per cent tax is levied on the annual " net earnings or income," § 27. § 33. RHODE ISLAND. Constitutional ProTlsions—Any special act creating a corporation other than one for religious, literary, charitable, military or fire purposes must be introduced into the legislature and then wait until a subsequent election of members takes place before it is passed, public notice being given of its pendency, Art. IV., 817. Jllsoellaneoas Corporations — There seems to be no general act for the incorporation of such companies. The stockholders are jointly and severally liable for all debts until the capital stock is fully paid up and a certificate to that effect filed with the town clerk, Pub. Stat. 1882, p. 386. Officers not filing such certificate within ten days after the cajn- tal stock is paid up are liable for all corporate debts contracted there- after and before the certificate is filed, Id. Stock cannot be paid for by the stockholder's note or obligation. Officers are liable for loans to stockholders, p. 387. Stock issued for real estate and machinery shall equal in its par value the value of the latter as valued by the tax asses- sor. Id. An annual report must be filed with the town clerk, p. 388. If xhe report is not filed, /the stockholders are liable for corporate debts to r '{I El J li '.i- * I! 83 RHODE IHLAND. 96 the extent of the par value of the stock in addition to the unpaid sub- scription, Id. Stoci § 9- One-third in interest of the stockholders may call a cor- porate meeting, p. 374, § 13. Directors must be stockholders, citizens and residents. Id. g 16. A majority of the stockholders owning one-half of the capital stock may remove any or all directors and elect others. Id. § 18. Directors by vote may remove any officer appointed by them. Id. §19. Stockholders may inspect all corporate books and accounts ex- cept individual accounts. Id. p. 375. Savings banks shall not make loans to officers. Id. p. 379, § 54. A bank must not be removed or an ag»-:icy established elsewhere, Id. p. 374, § 11. Stock transferred within fifteen days of an election cannot be voted. Id. p. 374, § 13. Debts exclusive of actual deposits shall not exceed sixty-five per cent of the capital actually paid in and directors are liable for any excess, Id. p. 375, § 33. Three or more officers, stockholders or creditors may require an exam- ination of the bank's affairs, Id. p. 377, § 39. General ProTisions — Transfer books must be kept within the state and the transfer agent must be a resident of the state. Id. p. 370. Every domestic corporation must have an office and agent within the state, Id Shares of stock may be attached or sold under levy of execution, Id. pp. 573, 616. By-laws may determine the number of shares that shall entitle the members to one or more votes, Id. p. 368, § 3. Foreign ex- press or transportation companies must file a copy of their charter and make an official designation of a resident citizen to accept service, Id. P* 337* Foreign insurance companies must have $100,000 capital; must file a copy of their charter and a designation of a resident citizen to accept service; and must make special and annual returns of the condi- tion of their business, Id. pp. 400 e/ seq. Attachments and executions are not to precede unregistered transfers of stock, Laws 1888. Taxation.— To obtain a charter a fee is charged of $100 and also one- 99 • to the unpaid sub- y by filing a sworn las reqiit'steti officer* d. Corporate debt* rs are liable for ex- [;ertificate8orreiM)rt» eneral act for incor- ;s examine the booka, ^o8. Railroads built isembly are a public :bt8 to the extent of Lint invested therein, )lders may call a cor- kholders, citizens and s owning one-half of and elect others, Id. ppointed by them, Id. ks and accounts ex- s shall not make loans emoved or an agency isferred within fifteen 13. Debts exclusive er cent of the capital cess, Id. p. 375, § 2a. nay require an exam- kept within the state ,te. Id. p. 370. Every Dt within the state, Id levy of execution, Id. r of shares that shall j68, §3. Foreign ex- r of their charter and to accept service, Id. |ioo,ooo capital; must )f a resident citizen to il returns of the condi- ments and executions , Laws 1888. d of $100 and also one- vr SOUTH CAROLINA. 8 »4 tenth of one per cent of such part of the capital stock as exceeds $ioo,- 000, Pub, Stat. 1882, i>. 85, 8 14. Shares of stock in both domes tic and foreign corporations are taxed, unless the domestic corpora- tion is taxed as a corporation "for an amount equal to the value of its property," or unless, in the case of a foreign corpoiation, its shares of stock are taxed where it is located, p. 122. Non-resident stockholders in national banks, located in the state, are taxed where the bank exists p. 123. Taxes are a lien on such stock and transfers are prohibited',, p. 124. -Any towns may require any domestic corporation to report to it concerning stockholders residing in that town, p. 125. Shares of stock are taxed on their cash market value, less a proportion of the value of realty and machinery owned by the corporation. Id. Savings banks pay annually twenty-five cents on each $100 of deposits and on each $100 of reserved profits. Id. p. 83, g 3. Trust companies pay annually twenty- five cents on each $100 of deposits. Id. § 4. Domestic and foreign in- surance companies pay two per cent on gross premiums and assessments Itl- §§ S» 6- Telegraph, telephone and express companies pay one per cent on gross receipts in lieu of all other taxes, Id. p. 84, §§ 10, ii. § 34. SOUTH CAROLINA. ConstttutioiiMl ProTl8lonB.-Stockholders in banks are liable for corporate debts "to the amount of their respective share or shares of stock." No director or officer shall borrow of the bank, ' Art. XII., § 6. Mines and mining property shall be taxed only upon their proceeds, Art. IX., §1. All corporation property is taxable. Dues from corporations shall be secured by such individual liability of the stockholders and other means as may be prescribed by law. All gen- eral and special incorporating acts shall provide for fixing the personal liability; shall prevent and punish fraudulent misrepresentations as to capital, etc., and shall regulate use of all franchises, limit tolls, etc., Art. XII. Hlseellaaeons Corporations.— Two or more persons may incorporate for "manufacturing, mining, industrial, labor, immigration or other busi- ness, except for railroad purposes," Act No. 288, L. 1886, § i. All subscriptions are payable in money or labor or property at its money value. Id. § 3. May organize after a bona fide subscription of fifty per cent of the proposed stock. There shall be from three to nine directors, Id. § 4. The subscription and organization are accomplished by means of a board of incorporators, Id. §§ 2, 4, 5,6. The charter shall issue upon the filing of the certificate that twenty per cent of the capital subscribedi has been paid in cash and the remainder secured, and twenty per cent; of the property subscribed has been delivered, with security for the re- mainder, Id. §5. May execute mortgages and deeds of trust by at \ I— I § 34 SOUTH CAROLINA. 98 majority stock vote, Id. § lo. Each share is entitled to one vote. Id. § II. Directors shall elect and may discharge the president or other officer, and may fill a vacancy in the board. Id. § 12. The corporation has a lien upon stock for all dues thereon. Transfers are not valid except between parties, unless regularly entered. Id. § 14. Mining and manufacturing corporations may construct a railroad not exceeding ten miles in length, § 15. Books must be open to stockholders and keeping false books is a misdemeanor, § 17. Five'years' non-user forfeits the charter, § 18. The stockholder's liability, other than in railroads and banks, is '* in an amount, besides the value of his shares therein, not exceeding five per cent of the par value of such shares held at the time the demand of the creditor was created." This liability attaches for corporate debts payable in one year and enforced within two. Unless otherwise provided in the charter, fraudulent misrepresentations as to the capital property or resources by a stockholder or director shall con- stitute a misdemeanor. The corporation may hold real estate necessary for its purposes and to secure debts, Id. § 22. The amount of property may be limited by charter, § 26. It must organize within two years, § 28. Any increase of stock or debt must be by a majority stock vote, §30. Railroads. — No general incorporatingact exists. Connecting lines may consolidate. Gen. Stat. 1882, § 1425. Dissenting stockholders must be it)ought out at an appraised valuation, § 1432. Railroads may lease or purchase the stock of connecting lines, and may guarantee the .bonds or stocks of connecting railroad, § 1434. May aid in the con- .';struction of connecting railroads or steamship lines by subscribing for -.♦stock or taking notes or bonds, etc., § 1435. Proxies older than :'six naonths are not valid. No one can cast over one hundred proxy 'votes, unless from one person. A salaried officer is not to vote a iproxy, § 1437. Stockholders are liable besides their stock liability to \the amount of five per cent of the par value of the stock. Act No. 96, 'Laws 1885. Consolidations are authorized with other companies in or out of the state. Id. § 5. A railroad commissioner is given power to reduce and fix rates and regulate the railroads generally, L. 1888, «ch. 27. iBanka.— May be organized. No. 288, L. 1886. They are subject to ifhe provisions of No. 114, L. 1885, as follows : Every director must K)wn at least ten shares, § 2. No more than an amount equal to one- Jialf the capital stock and one-half the deposits shall be invested in (mortgages of real estate at any one time. May hold real estate necessary ifor business and to secure debts, § 3, as amended by No. 427, L. 1887. 'The liabilitj of stockholders is for the amount of their shares and five 98 99 SOUTH DAKOTA. §35 led to one vote. Id. § the president or other 12. The corporation 'ransfers are not valid Id. § 14. Mining and oad not exceeding ten ickholders and keeping i' non-user forfeits the than in railroads and his shares therein, not hares held at the time ; liability attaches for d within two. Unless isrepresentations as to r or director shall con- Id real estate necessary "he amount of property nize within two years, a majority stock vote, 5. Connecting lines may g stockhplders must be Railroads may lease md may guarantee the . May aid in the Con- ines by subscribing for Proxies older than /er one hundred proxy )fficer is not to vote a their stock liability to the stock, Act No. 96, 1 other companies in or issioner is given power ads generally, L. 1888, i6. They are subject to Every director must n amount equal to one- its shall be invested in old real estate necessary ed by No. 427, L. 1887. of their shares and five per cent in addition thereto, for all debts, § 4. No director shall bor- row money from the bank, § 5. The bank may sue for unpaid in- stallments or sell the stock on twenty days' notice. Books must be open for inspection, § 6. Taxation — Shares of stock are taxed, General Statutes, 1882, § 164. But not if the corporation is required to list its property for tax- ation in the state, § 169 L^Qth]. Otherwise, stock in both domestic and foreign corporations is taxed, §§ 173, 176. Railroads are taxed by a state board and the assessment apportioned among the municipali- ties through which they run, §§ 180, etc. Domestic corporations are taxed on their capital in proportion only to the amount of tangible property which they have in the state, representing that capital, § 194. If the whole property of domestic corporations is out of the state, no tax is levied on its capital, § 195. All corporations are taxed on their personalty in the state, the same as individuals, § 196. Bank stock is taxed at the place where the bank is located, § 198, etc. The real es- tate of banks is also taxed, § 199. The tax is a lien on shares, § 203. The bank may pay the tax on shares and deduct it from dividends, § 204. § 35. SOUTH DAKOTA;_In February, 1889, by Act of Congress, the territory of Dakota was divided and admitted into the union as North Dakota and South Dakota. In August, 1889, the constitutional convention of South Dakota submitted to the people a constitution con- taining the following provisions : Constitatlonal Provisions.— No private or special law shall be passed granting to any individual, association or corporation any special or exclusive privilege, immunity or franchise whatever, Art. III., § 23. No irrevocable grant or privilege, franchise or immunity shall be made, Art. VI., § 12. No privilege or immunity shall be granted to citizen or corporation " which upon the same terms shall not equally belong to all citizens or corporations," Id. § 18. Corporation property shall be taxed "as near as may be by the same method " as individual property is taxed, Art. XI., § 2. The power to tax corporations shall not be surrendered, Id. § 3. Stocks shall be taxed. Id. § 4. Exemptions from taxation, with a few exceptions, shall be void, Id. § 7. Neither the state nor any municipality shall loan or give its credit to or make donations to or aid any individual, association or corporation, or subscribe tu or own stock, or pay or become liable for the debts of such. The state shall not engage in any work of internal improvement, Art. XIII., § i. Cor- porations shall be incorporated under general laws, Art. XVII., § i. 35 SOUTH DAKOTA. 100 Cumulative voting is to be allowed, Id. § 5. Foreign corporations do- ing business in the state must have an office and agent in the state upon whom process may be served, Id. § 6. Corporations shall not hold real estate except such as is necessary and proper for their legitimace busi- ness. Id. § 7. "Watered" stock and bonds are to be void. An in- crease of stock or corporate indebtedness is to be allowed only upon the consent of a majority in interest of the stockholders given at a meeting held after sixty days' notice, Id. § 8. The legislature may alter, revise or annul any charter, Id. § 9. Street railroads shall be per- mitted only upon the consent of the local authorities. Id. § 10. No telegraph company shall consolidate with or control a competing com- pany. Id. § II. All railroad corporations doing business in the state shall keep an office in the state, where transfers of stock may be made, and shall keep open to public inspection, books stating the capital stock subscribed, and by whom, the names of the owners and the amounts owned, the amount of stock paid in and by whom, transfers, the amount of corporate assets and liabilities, and the names and residences uf their officers. Annual reports shall be made to the state. Id. § 12. Rolling stock shall be personalty, and subject to execution. Id. § 13. Compet- ing or parallel railroads shall not be consolidated. No consolidation is to be allowed except upon sixty days' notice to all stockholders. Id. § 14. The legislature may reduce the charges of railroads and com- mon carriers, Id. § 15. Stockholders in banks are liable for corporate debts to the extent of the par value of their stock in addition to the subscription liability; such liability to continue for one year after a transfer of the stock, Art. XVlII., § 3. The present statutory law .of Dakota affecting corporations is as follows : Miscellimeoas Corporations.— One-third of the officers shall be resi- dents of the territory. Compiled L. 1887, § 2897. Absolute acceptance of the statutory grant of corporate authority is necessary to constitute a corporation, § 2898. Three or more persons may incorporate for pur- poses 'named in the statute, including mining, manufacturing and other industrial pursuits, railroads, banks and trust companies, g 2900. The articles must be subscribed and acknowledged by three or more, one- third of whom must be residents of the territory, § 2904. The article* are to be filed with the secretary of the territory and a certificate is to issue, § 2905. The corporation may forfeit stock for non-payment of subscriptions, or may sue for the subscription, but not both, § 2914. May provicie by by-laws for issuing certificates of stock prior to full payment, § 2915. The corporation may pmcliase its own stock from its surplus profits, § 2917. May hold real estate lor legitimate purposes 100 jn corporations do- ;nt in the state upon s shall not hold real heir legitimace busi- ) be void. An in- allowed only upon holders given at a "he legislature may ilroads shall be per- rities, Id. § lo. No ol a competing com- - iisiness in the state stock may be made, ing the capital stock rs and the amounts ransfers, the amount d residences of their ;, Id. § 12. Rolling , Id. § 13. Compet- No consolidation is ill stockholders, Id. railroads and com- e liable for corporate : in addition to the or one year after a g corporations is as officers shall be resi- Absolute acceptance cessary to constitute Y incorporate for pur- lufacturing and other panics, g 2900. The three or more, one- § 9904. The article* ind a certificate is to ock for non-payment but not both, g 2914. of stock prior to full e its own stuck from or legitimate purposes 101 SOUTH DAKOTA. 8 36 within the statutory limit, § 2919. A majority stock vote is necessary to pass by-laws, § 2920. A two-thirds stock vote may delegate the power to the directors, § 2922. Each share has one vote, § 2925. There shall be from three to eleven directors, all holders of stock to an amount fixed by the by-laws. Unless otherwise provided in the by- laws the board of directors may fill a vacancy, § 2926. Directors are personally liable for all debts in case dividends are wrongfully declared, or the capital stock withdrawn and divided, or debts are created in ex- cess of the subscribed capital stock, or the stock is increased, except as specially provided by law. The statute of limitation does not run against this liability, § 2928. No director shall be removed except by a two-thirds stock vote at a meeting specially called, § 2930. No one can vote stock unless it is recorded in his name at least ten days, § 2931. Meetings of stockholders and of the board must be held at the principal office, except that railroad directors' meetings may be held in any place in or out of the territory, provided the railroad has one or more resi- dent directors or a duly appointed resident agent; when not otherwise provided all board meetings must be called by a special notice in writing to each director. A justice of the peace may call a general meeting on the written application of three stockholders, § 2932. Stockholders are individually liable only for unpaid subscriptions and such liability is not released by transfers, § 2933. The capital stock may be increased or diminished by two-thirds stock vote at a meeting specially called. Detailed records of all transactions and all meetings, acts, votes, protests, etc., and also a stock and transfer book shall be kept open for inspection, § 2937. If the corporation does not organize and begin operations within one year, its powers cease, § 2939. The corporate franchises may be sold on execution, § 2964. But may be redeemed within one year, § 2968. The legislature may examine into the affairs of all corporations at all times, § 2970. Manufacturing and mining companies may incorporate for twenty years. Loans to stockholders are forbidden, § 3109. Records are to be open for the inspection of stockholders, §3110. Stockholders are liable for labor done, but the action to enforce must be commenced within four months, § 31 11. Annual reports arfc to be made and pub- lished. Failure or falsity therein is a misdemeanor, §3112. Twenty per cent of the stock may demand a statement of the condition of the corporation, § 31 13. The corporation may have its business office, and may hold meetings of stockholders and directors out of the territory, but must have a main office within the territory, § 31 14. Railroads.— Five or more may incorporate as a railroad corpora- tion by making, signing and filing articles and certain affidavits where- i;' m .36 TENNESSEE. 103 upon a patent shall issue. If stock is to be common and preferred, the articles shall so state and the amount of each class, § 2972. Direc- tors shall be from five to thirteen. They shall be stockholders entitled to vote at the election. Each share has one vote, § 2974. Stock is deemed personalty, § 2977. The capital stock may be increased by a two-thirds stock vote, § 2978. A railroad may borrow money and exe- cute trust deeds and mortgages, §2981. May consolidate, lease or purchase upon the consent of a majority of the stock in each company, but the capital of the new company shall not exceed the sum of the consolidated capitals at par, nor shall any bonds or other evidences of debt be issued as a consideration for, or in connection with such con- solidation, § 2986. Rolling stock, fuel, rights of way, depot grounds, etc., are subject to mortgages or trust deeds, although subsequently acquired, § 2990. They may set aside fifty per cent of their net earn- ings for the payment of debts, § 2992. No railroad may plead usury, § 2993. Annual reports must be made, § 2995. A foreign railroad may extend its line into the territory after filing a certified copy of its directors' resolution, designating the proposed route, § 2997. A rail- road commission exists with power to recommend, §§ 137-152. Foreign Corporations,— Must file a copy of their charters, § 3190. And designate a resident agent to accept service,,§3i92. Taxation.— Stocks in domestic corporations and banks, and foreign corporations doing business in Dakota are taxed, § 1543, and see §§ 1541, 1544. Depreciated stocks may be listed at their current value and rate, § 1561. All corporations except banks, railroads, etc., shall make a full return of all property and be taxed thereon where it is situ- ated, § 1565. All bank stock is taxed to holders "on the value of their shares " where the bank is located, whether the holder resides there or not. Domestic holders of foreign national bank stock are not taxed thereon, § 1566. A list of stockholders is to be kept for the inspection of assessors, § 1567. The tax is a lien on shares, § 1569. Dividends are to be withheld until the tax is paid and the shares may be sold, § 1570, Railroads, except street railroads, are taxed, in lieu of all other taxes, two per cent of their gross earnings for the first five years; thereafter three per cent upon the basis of sworn accounts furnished by the rail- road. The territory has a lien on all the property of railroads for such tax and said lien takes precedence over all demands, decrees and judg- ments, § 1571. As to penalties, see §§ 1572-1574. One-third of the tax goes to the territory, the residue being apportioned among the counties on the line of the railroads, § 1576. The fee of the secretary of the territory for issuing a corporation certificate is $5, § 1403. § 36. TENNESSEE. Constitational Provisions.— General laws for in- corporation shall be passed, Art. XL, § 8. Corporation shall not be 109 103 TENNESSEE. § 3d imon and preferred, ass, § 2972. Direc- tockholders entitled e, § 2974. Stock is ly be increased by a ow money and exe- ;onsolidate, lease or k in each company, :ceed the sum of the other evidences of ction with such con- way, depot grounds, hough subsequently t of their net earn- J may plead usury, A foreign railroad ;ertified copy of its te, § 2997. A rail- ^§ 137-152- :ir charters, § 3190. 3192. i banks, and foreign 1, § '543. and see §§ their current value railroads, etc., shall reon where it is situ- on the value of their Ider resides there or stock are not taxed ipt for the inspection § 1569. Dividends s may be sold, § 1570. ieu of all other taxes, five years; thereafter rnished by the rail- of railroads for such Is, decrees and judg- 4. One-third of the lortioned among the fee of the secretary ■ is $5. § 1403. —General laws for in- 'poration shall not be aided by the state, Art. II., § 31. Nor by municipalities except upon a three-fourths vote cast at an election called for that purpose, Art. II., § 29. Hlscellaneong Corporations. — Five or more persons of age may in- corporate for purposes specified in the statute, including discount and savings banks, by filing a charter and application properly approved as prescribed in the Code of 1884, g 1692. The state and county fees for filing are $3, § 1703. The directors are five or more. All records and proceedings and annual statements are open to the inspection of the stockholders, § 1706. The right of legislative control is reserved, §; 1711. Transferers are liable on unpaid subscriptions, § 1708. Materiali charter amendments by the legislature are binding only when accepted by a majority of the stockholders. If accepted, dissenting stockhold- ers are to be bought out. If rejected, the corporation is to be dissolved,, § 171 1. Stock is personal property and liable to execution, § 1715. Fraud in creating a corporation and diverting its funds from corporate purposes is a misdemeanor, §§ 1716, 1717. Special provisions accom- pany the blank forms of charter in the code for each different kind of corporation. Manafactnrlii?, mlnlngr, «tc. — Directors are made liable for the amount of loans to stockholders, § 1856, and for corporate debts in excess of the paid-in capital, §§ 1858, 187 1. Stockholders are liable for debts ta laborers, etc., upon the insolvency of the corporation, § 1858, Minings corporations may by a three-fourths stock vote invest in a contiguous rail- road, § i860. And they may endorse the railroad's bonds and issue mortgage bonds to raise money therefor. Id. Stockholders may by a three-fourths vote fix the time and place of meetings, § 1863. The corpo- ration may take hold, and convey real estate to secure debts, § 1868. Charters may be amended, § 1865. The corporation cannot loan money but must declare dividends whenever able to pay four per cent, § 1870. Discount and savings bank directors shall appoint a committee of mem- bers every six months to investigate the affairs of the bank, § 1728. When any deposit shall amount to $50 it may, at the option of the depositor, become stock, § 1730. By ch. 198, 1.. 1887, all corporations are author- ized to lease and dispose of their property and franchises to any corpo- ration legally doing the same general business within the state, or they may enter into any agreement for its use or operation, provided such lease or contract shall be approved by a majority stock vote at a meet- ing noticed sixty days ; but this act shall not apply to competing rail- road lines. By ch. 139, L. 1887, incorporation for mercantile business is allowed. Bych. 78, L. 1885, five adults may incorporate to purchase, improve, use, lease, etc., real estate not exceeding a parcel one hundred and fifty feet square. 87 TEXAS. 104 Five or more " citizens " of full age may incorporate for a railroad or railway company, Code § 1891. A domestic railroad company may lease other railroads, § 1250. And may take a lease of a road connect- ing with it, § 1273. And may buy the bonds and stocks and construct or take a lease of connecting lines, § 1262. Or consolidate with a con- necting line, § 1263. Upon a three-fourths vote of all the stock, a rail- road company may enter into a lease, sale or consolidation, may buy and sell bonds or stocks of other roads and may guarantee or indorse such bonds and stocks, § 1275. Municipal subscriptions are author-' ized, 1278. Connecting roads may be consolidated if dissenting stock- holders are bought out, L. 1886-7, P- 166. A railroad which is author- ized to lease another may guarantee its bonds. Id. p. 63. By ch. 77, L. 1885, the .act creating a railroad commission was repealed. Foreign Corporations. — Foreign mining and manufacturing corpora- tions may acquire essentially the same status as a domestic corporation by filing their charters with the secretary of state and the county register. They may hold necessary real and personal property which shall be liable for debts. Resident creditors have a priority. They shall begin work within one year from the time of filing their charters, Code gg 1992-2003. See also L. 1886-7, p. 102. Certain privileges are given to . foreign immigration corporations, §§ 2004, 2005. Taxation.— By ch. 1, L. 1885, § 8, it is provided that thereafter no tax shall be assessed upon the capital of any bank or any other corpo- ration, but the stock and bond holders shall be assessed and taxed on the value of their shares and bonds in the municipality where the cor- poration is located. All corporations in addition thereto are liable for taxes on all other property, funds or assests. But the property and stock of a Tennessee corporation manufacturing articles of the produce of the state shall be assessed as one property in the same manner as property of firms and individuals. Officers are to report on oath as to such stocks and bonds, also pay the tax and charge the same to the hold- ers, Id. § 9. Dividends are to be retained to pay the tax. Shares of non- resident holders are liable and the tax is a lien thereon, § 11. Savings bank franchises are personal property and are liable for taxes on the surplus earned. Id. § 13. Railroad property is assessed by a state board on schedules furnished by the company showing the value of all property, cost, dividends, value of stock and indebtedness. The assess- ment is apportioned among the counties and municipalities. Code §§ 669-708. § 37. TEXAS. ConstltntlonalProTlslons.r-The state shall not aid corporations, Const, of 1876, Art. III., §§ 50, 51. The state shall not imm 104 105 TEXAS. § 37 arate for a railroad road company may of a road connect- ocks and construct iolidate with a con- ill the stock, a rail- olidation, may buy arantee or indorse iptions are author- ' f dissenting stock- ad which is author- p. 63. By ch. 77, repealed. jfacturing corpora- tmestic corporation the county register, erty which shall be They shall begin r charters, Code §g vileges are given to that thereafter no r any other corpo- essed and taxed on lity where the cor- ereto are liable for it the property and icles of the produce he same manner as eport on oath as to le same to the hold- tax. Shares of non- eon, § II. Savings 3le for taxes on the ssessed by a state ing the value of all dness. The assess- licipalities, Code §§ state shall not aid The state shall not authorize municipalities to aid corporations, Id. § 52. Railroads shall not be incorporated by special laws. Id. g 56. The power of taxation shall not be contracted away. Art. VIII., § 4. Railroads are to be taxed by the municipalities. Rolling stock is to be taxed at the principal place of business and apportioned, Id. § 8. Railroads shall keep a public office in the state and keep open a book containing the names of stockholders, etc., and the assets and liabilities of the corpo- ration. Directors must meet annually in the state, Art. X., g 3. Rolling stock is personalty. Id. g 4. The consolidation of competing lines is prohibited. Id. g 5. The consolidation of domestic with foreign rail- road corporations is prohibited. Id. g 6. Municipalities shall not aid corporations. Art. XL, g 3. Private corporations shall be created only by general laws. Art. XII., g i. Fictitious bonds and stock are void, Id. g 6. No corporate body shall be created with banking privileges. Art, XVI., g 16. Mlscellaneoas Corporations.— May incorporate for various purposes specified in the statute, R. S. 1887, gg 565, 566. The charter must be subscribed and acknowledged by three or more persons, at least two of whom are citizens of the state. Married women may be stock- holders and officers, g 568. The charter is subject to the power of the legislature, g 574. Foreign corporations must file copies of their charters and a resolution of their directors designating an officer or agent within the state to receive service. A permit issues from the secretary of state upon full compliance with the law. An agent is subject to crimi- nal prosecution for acting without such permit, g 574 a. Corporations may hold such real and personal property as is requisite for their purposes and to secure debts, g 575. The number of directors is to be not less than three nor more than thirteen. Id. By-laws may be adopted by the directors, but may be altered by a majority vote of the stockholders, g 581. The charter may be amended, § 571. Books and records shall always be open to the inspection of the stockholders, g 586. Directors must report upon the condition of business where one-third of the stockholders demand it, g 587. Stock- holders may, by a motion in court, after execution is returned unsatis- fied as against the corporation, be made subject to execution for un- paid subscriptions, g 595. Directors are liable for debts to the amount of dividends, knowingly declared when the corporation is insolvent, § S94. The principal office shall be kept in the state, g 597. A busi- ness firm desiring to incorporate without change of name mus«- give a newspaper notice for four successive weeks and until such publication no change occurs in their liability, g 603. Charters are void if opera- tions are not begun within three years, g 605. No stockholder shall be mmmm TEXAS. 106 liable beyond the amount unpaid on his stock, § 6io. Before foreign corporations do business in the state they must file a certificate and ob- tain a permit. A license fee is charged, varying with the capital stuck.. Railroads need not comply with this law, L. 1889, ch. 78. Trusts are defined and prohibited under penalties, criminal liability^ and forfeiture of charter, L. 1889, ch. 117. Irrigation companies may be incorporated, L. 1889, ch. 88. Railroads. — Ten or more persons may form a company, § 4099.. $1,000 per mile must be subscribed and five per cent paid in, § 4100^ The articles must be submitted to the attorney general for approval and for his certificate, § 4102. They are then filed with the secretary of state, §§ 4103-4104. The articles may be amended by the same pro- cedure, §§ 4108-41 1 1. Every railroad shall maintain an office upon its line within the state, §4115. Directors' meetings shall be there held and all books shall be open to inspection. The legislature may, at any time, examine the books, §4115 a. There shall be from seven to nine directors, all stockholders, and a majority shall be residents, and it shall require a majority in interest of the stock to elect a director, g§ 4123- 4126. By-laws regulating the election of director shall not be changed except at a regular annual meeting and by a majority stock vote, § 4127. Directors are liable for false and fraudulent dividends, § 4133 A railroad shall not use its funds to purchase its own stQck or the stock of another corporation, nor make a loan to a director or officer, § 4142. Stockholders are liable for the amount unpaid on their stock, §4143. By-laws are to be made by the stockholders at regular meetings by a majority vote of two-thirds in value of all the stock. Id. §4137. Books shall be open to the inspection of stockholders. Id. §§ 4121, 4141- No stock shall be issued for less than its par value. Id. §4154. Officers are liable for fictitiously issued stock, Id. g 4156, Stockholders and directors must meet once, at least, in the state during the year. Id. §§4157-8, see also L. 1885, p. 67. Proxies must not be older than six months, Id. § 4164. Directors may pay bonds by an issue of stock. Id. § 4222. Stock- holders may, by a majority stock vote, fix the amount of loans and in- terest thereon, §4152. Stockholders may, by a two-thirds stock vote, remove the officers and elect others, §4153. Stock issued within thirty days before a stockholders' meeting is not entitled to vote thereat, nor shall any stock be voted except in proportion to the amount paid thereon, or secured to be paid, § 4165. The consolidation of parallel or competing lines is prohibited, § 4246. No railroad of this state shall consolidate with any railroad organized under the laws of another state or of the United States, § 4247. Discriminations are prohibited, §§ 4251 etseq. All railroad property is subject to execution, § 4259. 106 107 VERMONT. 8 sa pio. Before foreign a certificate and ob> ith the capital stuck. ch. 78. ies, criminal liability 889, ch. 88. a company, § 4099.. cent paid in, g 4100. eral for approval and with the secretary of id by the same pro- ain an office upon its shall be there held {islature may, at any e from seven to nine residents, and it shall a director, §§ 4123- shall not be changed ity stock vote, § 4127. dividends, § 4133 Wn stQck or the stock tor or officer, § 4142. n their stock, §4143. :gular meetings by a k. Id. §4137. Books 1. §§4121, 4141. No •§4i54' Officers are kholders and directors :ar. Id. §§4157-8,866 than six months, Id. ck. Id. § 4222. Stock- )unt of loans and in- ;wo-thirds stock vote, k issued within thirty i to vote thereat, nor to the amount paid slidation of parallel or id of this state shall laws of another state is are prohibited. §g execution, § 4259. Taxation. — Railroad property is assessed by county and state assessors, upon verified statements of the officers, the tax being the same as upon other property, §§ 4656, 4687, 4678. All private corporations are taxed in essentially the same manner, § 4688. For filing the certificate of a railroad cor|K)ration a fee is charged of $100, and $25 for every $100,000 capital stock in excess of $100,000; for miscellaneous corporations, $25 and $5 for every $10,000 capital stock over $10,000, ch. 73, L. 1883, g 2374 a. Banks are taxed by taxing the realty, and the shares of stock less a propor- tion of the value of the realty, ch. iii, L. 1885. Res dent stockholders in foreign corporation are taxed, ch. 4- L. 1879. So also are stockholders in domestic corporations, R. S., Art. 4681. Shares of stock are not taxed if the corporation is required to list its capital and property for taxation,. Id. 4682. As to the taxation of railroads see 4686-7, also constitution- al provisions f»/r » IM^ 1^1 amemimcnts, as are all others after fifteen years from their passage, § 1340, 1069. No corporation shall hold any more real estate than ii proper for the purposes of its incor|Xjration. One company shall not subscribe to or acquire stock of another I'niess specially authorized, g 1070. Hut may receive stock in satisfaction of or to secure debts, ^ 107 1. Companies for internal improvement may enter upon and take lands, §§ 1073, e/se^. Every company must keep an office in the state for settlinj; claims of residents; forei((n companies must appoint an agent on whom process may be served; a copy of their charter with a power of attorney must be recorded with the secretary of state, whose fee shall be $10, § 1104. Of joint stock companies, generally, see §g 1106-1153. Subscriptions to railroads may be in land, § 1108. One-tenth of the stock may call a meeting, § 11 14. Stockholders may remove directors and fill the vacancies, §1118. A major- ity in interest constitutes a meeting, § 11 15. No compensation is al- lowed to the president or directors unless the stockholders vote it, § 1 1 19. Stock shall not be sold for less than par and may be sold for more than par, § 11 34. The transferer and transferee are liable for un- paid subscriptions, § 1130. An unrecorded purchaser or pledgee is protected, g 1133. Dividends may be applied to the debts of stock- holders due to the corporation, § 1 136. The capital stock of manufactur- ing or mining companies out of debt may be divided upon three months' public notice, § 1 139. The terms on which foreign express companies may do business in the slate are prescribed by statute. A county or city shall not subscribe to more than one-fifth of the stock of an internal improvement company, nor an amount the interest upon which would require a tax of more than 30 cents on $100, § 1343. Three- fifths of the qualified voter > of a municipality must have voted "for subscription" at an election duly held, §§ 1244, 1345. Corporations are not allowed to plead usury, § 3835. Nor, unless expressly author- ized, to take more than legal interest, § 3836. Banks of Diseoant and Deposit— There shall be not less than five directors, a majority of whom shall be citizens of the state, g 1157. They must own, at least, $100 of stock in their own right and must take an oath, gg 1165, 1166, Amended Acts 1887-8, p. 330. The bank may hold real estate only for its immediate accommodation and to secure iona fide debts, g 1163. No loan to be made on stock until it is paid up, g 1 164. Loans to one party shall not exceed one-tenth of the capi- tal stock, g 1 168. Duly sworn and attested reports and statements must be rendered to the auditor and be published. One-fifth in value of the stock can demand a special examination of the bank's condition. There is a heavy penalty for a failure herein and for false statements, gg 1170, 1171. 110 111 WASHINGTON. 8 40 s from their passage, re real estate than li e company Hhall not ecially authorized, ^ }r to secure debts, § ' enter upon antl take I an office in the state lies must appoint an of their charter with e secretary of state, companies, generally, ly be in land, § iio8. 1 1 14. Stockholders § 1 1 18. A major- compensation is al- ckholders vote it, § ind may be sold for feree arc liable for un- rchaser or pledgee is 1 the debts of stock- 1 stock of manufactur- I divided upon three vhich foreign express ;ribed by statute. A ■firth of the stock of an e interest upon which 00, § 1243. Three- just have voted "for 1245. Corporations less expressly author- e not less than five of the state, g ii57. m right and must take 320. The bank may dation and to secure stock until it is paid one-tenth of the capi- ts and statements must e-fifth in value of the nk's condition. There ie statements, §§ 1170, Taxation.— The fees for filing pajiers, making entries, copies, etc. ^ iirc double those for deeds, j| 1151. Shares of stock are deemed |)er- sonal estate, §1125. *' If the property consist of money, bonds, stocks ■or other evidences of public or private debts, in any county or city other than that of his residence, or state other than Virginia, it shall be listed by and taxed to the owner thereof," g 492. " If the pro|>erty belong to j& corporation, which property is not otherwise taxed, it shall be listed to the cor|H)ration by the accounting officer, and at the principal place of business of such corporation, but if not so listed, it shall be listed and taxed in the place where the property is," § 492. The Act of 1874, p, JOG, imposed a tax of fifty cents on every $100 of the cor|K>rate capital not otherwise taxed. Real estate is taxed as property and not as capi- tal. The income from stocks and bonds, not otherwise taxed, shall be taxed one per cent on the amount of such income in excess of $600, Id. ,p. 301. Railroads arc taxed fifty cents for every $100 of value in addi- ction to an income tax of one per cent upon the net receipts. The valua- tion is made by the auditor on the basis of the companies' reports, or •upon the failure to make such, at the rate of $12,000 per mile for the iToad and rolling stock, Id. p. 353. § 40. WA8HIN6T0N._In February, 1889, the territory of Washing. Tton was admitted as a state. The constitutional convention in August, 1889, submitted to the people a constitution containing the following provisions : No irrevocable privilege,, franchise or immunity, shall be granted. Art. I., § 8. Privileges or immunities shall not be granted to citizens or corporations " which, up>on the same terms, shall not equally belong to all citizens or corporations," Id. § 12. Special laws snail not be passed for granting corporate powers or privileges, Art. II., §28. •Corporations, the majority of whose stock is owned by aliens, shall not «wn land actually or in trust, except mineral and coal lands, Id. § 33. Public officers shall not accept or use passes from railroads or corpora- .tions, nor purchase tickets on favored terms, Id. § 39. Corporation property shall be taxed as near as may be, by the same methods as in- wdividual property .i taxed. Art. VII., § 3. The power to tax corpora- tions shall not be sunendered or contracted away, Id. § 4. The credit of the state shall not be given, or loaned to, or in aid of any corporation or association, Art. VIII., §5. No municipality shall give money or property, or loan or credit to, or in aid, of any corporation or become ithe owner of their stock or bonds. Id. ^ /. Corporations must be formed under general laws, and charters may be altered, amended or repealed, Art. XII., § i. Stockholders, except in banks and insurance «onipanies, »iSi liable only for unpaid subscriptions, Id. § 4. Stocks § 40 WASHINGTON. 112 Pi; shall be issued only to ^<7«a/fr/(f subscribers or their as^^ignees. "Watered" stock shall be void, Id. § 6. Foreign corporations are to have no greater privileges than domestic corporations, Id. § 7. Franchises leased or sold are to be subject to the liabilities of the lessor and grantor, Id. § 8.. The state shall not loan its credit to or be interested in the stock of any corporation, Id. § 9. Stockholders in banks and insurance corporations are liable to the extent of the par value of their stock in addition to the subscription liability fer deuts accruing while they remain stockholders. Id. § II. Officers of a bank receiving money for it after they know it is insolvent, are liable therefor, Id. § 12. Discriminations in railroad charges are forbidden, Id. § 15. Competing railroads shall not be con- solidated, Id. § 16. Rolling stock shall be personalty and subject to execution, Id. § 17. Railroads and other transportation companies shall not grant free passes or sell tickets at a discount to legislators or public officers. Id. § 20. " Monopolies and trusts shall never be allowed in this state, and no incorporated company, co-partnership or association of persons in this state shall directly, or indirectly, combine or make any contract with any other incorporated company, foreign or domestic, through their stockholders, or the trustees or assignees of such stock- holders, or with any co-partnership or association of persons, or in any manner whatever for the purpose of fixing the price or limiting the pro- duction or regulating the transportation of any product or commodity," Id. § 22. The territorial statutory laws of Washington as affecting corporations is as follows: Miscellaneous Corporations. — Any two more may incorporate for any species of trade or business, Code of Washington, 188 1, §§ 2421, 2422. But shall not commence business or have land condemned until the whole amount of the capital stock is subscribed, Id. The period of ex- istence is fifty years, § 2422, L. 1885-6, p. 84. Stockholders have power to remove the directors "at will, except that no trustee shall be removed from office unless by a vote of two-thirds of the stockholders " in in- terest, § 2424. The corporation may purchase, hold, mortgage, sell and convey rea! and personal property, § 2423 (3). There shall be not less than two trustees who shall be stockholders and a majority of them citizens of the United States and residents of the territory, § 2425. By by-law, votes may be allowed only to full-paid stock or the full-paid stock which the assessment already paid amounts to, § 2425. Stockholders are not liable to corporate creditors, except to the extent of the unpaid subscriptions, § 2434. The capital stock of banks must be at least $25,000 and three-fifths paid in, Act of 1885, p. 84. Bank stockholders are liable for the par value of their stock in addition to the subscription 112 ir assignees. " Watered " )ns are to have no greater 7. Franchises leased or ssor and grantor, Id. § 8^ ested in the stock of any id insurai;ce corporations stock in addition to the ley remain stockholders, For it after they know it criminations in railroad ilroads shall not be con- ;rsonalty and subject to portation companies shall It to legislators or public lall never be allowed in jtnership or association ectly, combine or make any, foreign or domestic, issignees of such stock- 5n of persons, or in any jrice or limiting the pro- product or commodity," I as affecting corporations' lore may incorporate for shington, 1881, §§ 2421, land condemned until the 1, Id. The period of ex- Stockholders have power trustee shall be removed the stockholders " in in- , hold, mortgage, sell and There shall be not less i and a majority of them lie territory, § 2425. By tock or the full-paid stock , § 2425. Stockholders the extent of the unpaid banks must be at least ). 84. Bank stockholders dition to the subscription 113 WEST VIBOINIA. § 41 liability. Id. Stock is personal estate, § 2429; and is attachable, § 178. Stock books must be kept open for the inspection of stockholders and creditors, § 2436, Railroad bonds shall not exceed double the paid-up stock, § 2434. Foreigrn Corporations. — May do any act in the territory that they could do if incorporated in the territory, § 2478. May acquire, hold, use and dispose of real estate, § 2479. Must file a copy of their charter or certificate and of the general statute under which ihrty are incorpo- rated, § ?,48o. Assessors are obliged to icport the same to the secre- tary of si ate, §§ 2482, etc. Land held by a foreign corporation is not to exceed 5,000 acres. Act of 1885, p. 87. Foreign corporations incorpor- able for land purposes are forbidden to carry on such business. Id. Taxation. — " The owner or holder of stock in any firm or corpora- tion, the capital or property whereof is assessed, must not be assessed individually for his stock in such fiim or corporation," § 2840. Cor- porate property must be assessed in the county where the property is situated, § 2041. But shares of stock are otherwise subject to taxation, § 2830. National bank stock is assessed against the bank where it is locat- ed, § 2849. Railroad property exclusively used in the operation of a line is assessed at its cash value and apportioned among the counties traversed. The roadway and track are real estate. Rolling stock is personalty. All other property of railroads is taxed as though private property, §g 2850-2855. By Act of 1883, p. 64, railroad corporations, in lieu of all other taxation of their rights, property or capital stock, must pay for the first five years of their operation two per cent of their gross earnings into the territorial treasury, and three per cent thereafter. §41. WEST TIRttlNIA. Constitutional Provisions.— The state can- not aid or fiecome interested in any corporation, Constitution of 1872, Art. X., § 6. No corporation shall be created by special law. Art. XI., § I. Stockholders shall not be liable on their stock, except for unpaid subscriptions, Art. XI., § 2. Cumulative voting shall exist, Art. XI., § 4.* Stockholders in banks are liable on their stock to an amount equal to its par value, in addition to the unpaid subscription, " for all its liabilities accruing " while th„y are such stockholders, Art. XI., § 6.* Railroads must report annually on the "condition of their affairs," etc.. Art. XI., § 7. Rolling stock is personalty and is subject to levy of execution, Art. XI., § 8. The consolidation or leasing of parallel lines is forbidden, except with the consent of the legislature, Art. XI., § 11. Miscellaneons Corporations. — Incorporation may be had for any law- ful business, except for religious purposes, or for buying and selling 'Cook on Stock and Stockholders and General Corporation Law, chapter xxxvii. * Id. , chapter xii. §41 WEST VIRGINIA. 114 ur lands, Code ch. 54, §§ a, 3. The capital stock is not to exc' i $5,000,000, except in railroad and canal corporations, § 5, as amended in 1887. Five or more are necessary to incorporate, § 6. Ten per cent of the capital stock must be paid in upon incorporation, § 7. The original agreement must be acknowledged and be delivered to the sec- retary of state together with affidavits of two incorporators that the ten per cent has been paid in, etc., §§ 8, 9. The objects of incorpo- ration may be enlarged or diminished upon the consent of the majority, § 10. Meetings of stockholders may be held out of the state, and the principal office may be out of the state if the majority of the stock- holders assent, and reasonable notice is given, § 23. Generally the capital stock is fixed at $500, with the privilege of increase and then after the charter is obtained the increase is made for property under § 16. Every corporation formed under this act, but having its principal office outside the state, shall designate an agent within the state to ac- cept service and report the property for taxation. The power of attor- ney mtist be recorded with the county clerk and the secretary of state^ § 24. Railroad Corporations. — Five or more persons may form a railroad corporation, § 31, L. 1881, ch. 17. There shall be .rom five to thirteen directors. A majority of the stockholders present at any meeting may require a statement of affairs, § 38, and L. 1882, ch. 98. '• All stock- holders shall at reasonable hours, have access to, and may examine, all the books, records and papers of such corporation," id. Special meet- ings of stockholders may be called upon a thirty days' newspaper notice by a majority of the directors or one-fourth in value of the stockholders, § 39, and L. 1881, ch. 17. Stockholders may meet out of the state, and the principal place of business may be out of the state, § 40, and L. 1882, ch. 97. But there must be an office in the state with a full set of books for inspection, Id. The original subscribers are liable for the unpaid subscriptions, and transferees are not liable, § 47, and - L. 1882, ch. 97. The corporation may issue preferred stock ; may borrow money and give mortgages on the consent of two-thirds of the stock ; and may issue bonds convertible into stock, § 50, and L. 1881,, ch. 17, L. 1887, ch. 40. May issue stock or bonds at less than par, for property, land, money, labor, etc. But fictitious stock and stock divi- dends are void, g§ 52, 68, and L. 1881, ch. 17, L. 1882, ch. 97. The consolidation, purchase or lease of connecting lines is authorized on a majority vote, and upon sixty days' notice, but this is not applicable to comiieting lines, § 53, and L. 1883, ch. 12; but see amendment ch. 33^ L. 1889. Cumulative voting is to prevail, §56, and L. 1881, ch. 17. Subscriptions to railroads may be made by cities, towns and villages, § lU 116 WEST VTIRQINIA. §41 tock is not to exc^ ^ ations, § 5, as amended rporate, § 6. Ten per incorporation, § 7. The ae delivered to the sec- I incorporators that the The objects of incorpo- consent of the majority, )ut of the state, and the majority of the stock- , § 23. Generally the re of increase and then de for property under g but having its principal t within the state to ac- n. The power of attor- d the secretary of state, ons may form a railroad 1 be . 1 om five to thirteen sent at any meeting may i82, ch. 98. " All stock- :o, and may examine, all ion," id. Special meet- thirty days' newspaper e-fourth in value of the kholders may meet out s may be out of the state, m office in the state with a nal subscribers are liable are not liable, § 47, »"<* le preferred stock ; may lent of two-thirds of the stock, § 50, and L. 1881, »onds at less than par, for )us stock and stock divi- 17, L. 1882, ch. 97. The lines is authorized on a t this is not applicable ta ut see amendment ch. 32, 56, and L. i88i,ch. 17. :ies, towns and villages, g 57, and L. 1881, ch. 17. Any railroad company by consent of two- thirds of the stock may " become surety for or guarantee the bonds, stock or debts," of another railroad, or aid it or lease itself to it, if not a competing road, § 82a. Banks.— The capital stock shall be not less than $25,000 nor more than $500,000, § 77, and L, i88i, ch. 17. Stockholders are liable for the amount of their stock over and above the amount invested therein, § 78. Directors shall be stockholders and shall take an oath, § 79. No meeting shall be held out of the state, § 80. Savings banks may be organized by thirteen or more of whom three-fourths shall reside in the country. See details of provisions in L. 1887, ch. 18. The profits be- long to the depositors. Id. General provisions applicable to corporations — " Unless special!;' authorized, no corporation shall purchase real estate, in order to sell the same for profit, or hold more real estate than is proper for the pur~ poses for which it is incorporated, subscribe for, or purchase the stock, bonds, or securities of any joint stock company, or become suiety or guarantor for the debt or default of such company," Code ch. 52, § 3, and see ch. 53, §3. But "any railroad may, with the assent of the holders of two-thirds of its stock, had by a vote at a stockholders' meeting, become surety for, or guarantee the bonds, stock, or debt of any railroad company, or in any other manner aid such railroad com- pany in the construction of its railroad, or other works, or improve- ments, and, with like consent, may lease its road to any other railroad corporation within this state." But this does not apply to parallel or competing lines. Code ch. 54, § 82a. An internal improvement com- pany may lay out a town of 640 acres, and sell lots. Any corporation may take real estate, stocks, etc., in payment of, qr as security for debts. Any manufacturing company may, with the assent of two-thirds of the stock, subscribe for or purchase stock, etc., of any corporation which furnishes materials to, or deals in the products of the subscribing company, or of a railroad, or other internal improvement in the coun- ty. Id. ch. 52, § 4. " No share shall be transferred without the con- sent of the board of directors, until the same is fully paid up, or secur- ity given to the satisfaction of the board for the residue remaining un- paid," ch. 53, § 22. Corporations shall not plead usury, ch. 52, §23. ''At least ten per cent of the par value of each share shall be paid at the time of subscription," ch. 53, g 25. Security rnay be required for the payment of the balance on stock not paid up, § 31. The certificates of stock shall show the amount paid on each share, § 35. Transfers without a delivery of the certificates are forbidden, unless lost, etc., § 36. Cu- mulative voting prevails, § 44. No officer or director shall vote as a §41 WEST VIRGINIA. 116 proxy, § 45. Full annual reports are required, § 46. " The property and funds, books, correspondence, and papers of the corporation, in the possession or control of any officer or agent thereof, shall at all times be subject to the inspection of the board or a commiUee thereof, appointed for the purpose, or of any committee appointed for the pur- pose by a general meeting of the stockholders. The minutes of the resolutions and proceedings of the board shall, for thirty days before the annual meeting of the stockholders, be open to the inspection of any stockholder. They shall be produced when required by the stock- holders at any general meeting," § 47. A general meeting of stockhold- ers may be called by the directors, or by one-tenth in value of the ^stockholders, § 41. There shall be five directors, unless the stockholders order otherwise. Directors are to be residents and stockholders, unless the stockholders order otherwise. "The stockholders in general meeting may remove any director and fill the vacancy," § 49. " No member of the board shall vote on a question in which he is interested, otherwise than as a stockholder, except the election of a president, or be present at the board while the same is being considered, but if his retiring from the board in such case reduces the number present below a quorum, the question may nevertheless be decided by those who remain," § 52. ''There shall be no compensation for services rendered by the pre- sident or any director, unless it be allowed by the stockholders," §53. The court may " on application of a creditor or stockholder, sufficient cause being shown therefore, appoint one or more persons to be re- ceivers to take charge of and administer its assets," § 58. A corpora- tion shall not hold more than one hundred acres of land, except that salt, oil, and springs companies and manufacturing companies may hold one thousand acres and over, and mining and coal companies ten thousand acres or over. Not more than five acres to be held in an incorporated town or city, §62, L. 1882, ch. 96. A failure to organize within one year after the date of the certificate issued under the general law, and a suspension of corporate business for two years by any corporation shall forfeit the corporate rights, ch. 53. §§ 6, 7.^ Stockholders may author- ize the issuing of preferred stock, but the maximum capital shall not be exceeded, and a newspaper notice must be given for four weeks, Id. § 16. There shall not be less than five stockholders, Id. § 17. Foreign corporations must file a copy of their charter or the gen- eral act under which tl^^y are incorporated before business is transact- ed. Must also file a writing under seal accepting the provisions of this 'Cook on Stock and Stockholders and General Corporation Law, chapter zxzviii. 116 !, § 46. " The property s of the corporation, in :nt thereof, shall at all 1 or a commiUee thereof, ; appointed for the pur- The minutes of the , for thirty days before pen to the inspection of en required by the stock- :ral meeting of stockhold- e-tenth in value of the :kholders order otherwise. >, unless the stockholders •al meeting may remove o member of the board :sted, otherwise than as a ent, or be present at the t if his retiring from the nt below a quorum, the se who remain," § 52. ces rendered by the pre- |r the stockholders," § 53. or stockholder, sufficient more persons to be re- issets," § 58. A corpora- acres of land, except that jring companies may hold >al companies ten thousand : held in an incorporated e to organize within one ider the general law, and a s by any corporation shall Stockholders may author- cimum capital shall not be ven for four weeks. Id. § >lders. Id. § 17. : their charter or the gen- lefore business is transact- )ting the provisions of this poration Law, chapter zxzviii. 117 WISCONSIN. g 43 act. Doing business without compliance herewith is a misdemeanor, ch. 54, § 30, as amended by L. 1882, ch. 97.' Taxation. — The real estate of corporations is taxed the same as the realty of individuals. Personal property, including the actual value of the capital employed, money, credits and investments whether in or out of the state, less exemptions and the value of real estate which is taxed, and less the debts, is taxed at the principal place of busi- ness. Individual stockholders are not taxed, ch. 29, § 64. As to rail- roads the auditor values the various items of property. Only the pro- perty in the state is included. The auditor fixes the assessment. A state and school tax is levied thereon. The gross valuation is divided among the counties, school districts and municipalities through which the road passes, and the regular tax is levied by each on the portion of gross valuation assigned to it, § 67. All corporations, except religious, etc., having a principal office or their chief works in the state, must pay an annual license fee of $10. Those having the principal office or chief works out of the state must pay an annual license of $50, Act February 28, 1885, Code ch. 32, p. 233. $50 and also a fee of $6 is charged upon incorporation, Id. and ch. 54, § 18. 11 42, WISCONSIN. Constitntional ProTisions — The state shall not give its credit to aid corporations. Art. VIII., § 3. Corporations are to be created by general laws only, except in the case of banks or where a general law is impracticable. Art. XL, § i. The legislature may authorize or incorporate banks by general or special laws only after a general election where a majority of votes cast shall be in favor of the same, Art. XI., § 5. Special laws incorporating companies are pro- hibited, Amendment Art. IV., § 31. MiscellaneouB Corporations. — Three or more adult residents may in- corporate hereunder for " any lawful business or purpose," except bank- ing, insurance, building or operating public railroads, or plank or turn- pike roads, ch. 220, Laws 1883, Suppm't to Rev. Stat., p. 382. Directors, must be not less than three and may be elected to hold office for three years, Suppm't to Rev. Stat, p. 384. The corporation shall not take or hold stock in another corporation, with certain exceptions. Id. p. 385. The corporation may hold real property so far as necessary for its business and in payment of or security for debts, Id. No business i& to be transacted until half of the capital stock is subscribed and twenty^ per cent paid in. Rev. Stat. 1878, p. 516. The charter may be amended by a two-thirds vote of the stockholders. Id. pp. 517, 522. Railroad Corporations. — No officer shall be interested in contracts with the company or in transportation by the company, or be an ' Cook on Stock and Stockholders and General Corporation Law, chapter xli. 7 riTT I IMi! 42 WISCONSIN. 1 8 officer in a coitipeting or parallel line, Id. p. 527. Five or more may incorporate, Id. p. 530. The stock must be owned thirty days before elections, in order to be voted. Each share has one vote.' Directors must be stockholders, Id. 531. All corporate books and papers are to be open to inspection at elections if a majority of the stockholders present so desire, Id. 532. Directors may borrow money and give a mortgage. Id. 534. A railroad may lease, purchase or consolidate with another road, Id. 535, Suppm't Rev. Stat. 408. Books are to be open to the inspection of a committee of one-tenth of the stockholders, Id. 539. A railroad organized in an adjoining state may build a line twenty-five miles into this state upon duly filing its charter, etc. It must keep an office within the state, L. 1887, ch. 394. Conditional sales of railway equipments, as regards creditors, is regulated by statute, L. 1883, ch. 274. A railroad commissioner has power to inves- tigate and report. Rev. Stat. 1878, p. 523, etc., L. 1889, ch. 459. MIscellaneons Prorlsions. — Corporations may borrow money and mortgage their property on the consent of a majority of the stock- holders. Id. p. 510.' The principal place of business is to be in the state, and the chief managing officer or superintendent is to reside in the state, except in the case of inter-state railroads. An annual statement of the condition of the company must be filed for the use of stockholders. Id. Corporations have a lien en stock for the stockholders' debts, Id. p. 511.* The stock shall be issued only at its par value in money or property with certain exceptions.' Bonds may be issued at not less than three-fourths of the par value.* Stock dividends and fictitious stock are void. Id. p. 511, Amended Suppm't, p. 381." On the for- feiture and sale of stock, the delinquent stockholder is liable for any deficiency. Id. p. 511. The transferer is liable on an unpaid subscrip- tion to creditors who were such at the time of transfer or within six months thereafter, and is liable absolutely unless the directors waive it and note the waiver in the stock book, Id. p. 512. Stock book is to be open to the inspection of stockholders and creditors. Id.* No divi- dends are allowed until the capital stock is fully paid in. Except in railroads, the stockholders are liable to clerks, laborers, etc., for six months' service or less, to an amount equal to the stock held by each, Id. p. 514. Foreign cor|x>rations must, upon request of any resident creditor, file a statement of their capital stock, stockholders, etc., and also a copy of their charter, Suppm't p. 382. Every stockholder shall have one vote for each share. Rev. Stat., 513. Companies and corporations 'Cook on Stock and Stockholders and General Corporation Law, chapter xIL * U., chapter xxxi. * Id., chapter iii. * M. ' Id. * Id., chapter xxx. i-,.. 1 8 119 WISCONSIN. 8 42 Five or more may vned thirty days before as one vote.' Directors >ooks and papers are to ity of t!ie stockholders rrow money and give a lase or consolidate with Books are to be open >f the stockholders, Id. state may build a line ing its charter, etc. It ch. 394. Conditional ditors, is regulated by oner has power to inves- L. 1889, ch. 459. ay borrow money and majority of the stock- )usiness is to be in the endent is to reside in the An annual statement of the use of stockholders, tockhoiders' debts, Id. p. par value in money or y be issued at not less dividends and fictitious , p. 381." On the for- holder is liable for any : on an unpaid subscrip- f transfer or within six iless the directors waive ■ ,512. Stock book is to creditors, Id.« No divi- lly paid in. Except in s, laborers, etc., for six the stock held by each, request of any resident , stockholders, etc., and :ry stockholder shall have panies and corporations >oratioii Law, chapter xIL must have an attorney in each county where they do business, Suppm't to Code, p. 380. Banks. — By §§ 4, 5, Art. XI. of the constitution, there is a substan- tial reservation to the public of all legislative power upon the subject of banks and banking, see 12 Wisconsin, 47. The banking law cannot be amended without a vote of the people, 17 Wisconsin, 645, 46 Id., 375. The first banking act was authorized and passed in 1852. Several acts and amendments have since been passed, but some were not submitted, so that there is considerable uncertainty regarding some provisions, see note p. 444, Suppm't to Rev. Stat. Among the provisions of the original act are these : Shares of stock are taxed, but not the capital, Rev. Stat. 1878, p. 598. Associations for discount may incorporate with a capital from $25,000 to $500,000, Id. 599. May increase the capital within such limit. Id. 603. A list of the shareholders is to be filed. Id. 604. Semi-annual reports are to be made, Id. 606. Stock- holders are liable for all " debts to the amount of their respective share or shares," Id. 607. "An act for the organization of savings banks and savings socie- ties " was approved and adopted in 1876. Twenty or more may in- corporate by executing and filing a proper certificate. Thtre shall be at least ten directors. Not more than three officers are to be officers in other banks. The deposit of one person in one year is limit- ed to $1,000. Officers have no compensation except the treasurer and president. The bank is managed for the benefit of depositors. Officers are not to be sureties for borrowers. Rev. Stat. 1878, pp. 610-612. Taxation — A fee of $10 is charged by the secretary of state for filing the articles, Suppm't to Rev. Stat., p. 384. Shares of stock in a corporation in the state, which pays taxes on its tangible property, are exempt. Rev. Stat. 1878, p. 340. Bank stock is assessed at the principal place of business of the bank. Id. 341 and 343. Railroads must pay an annual license fee of four per cent of their gross earnings, also I5 per mile if the gross earnings exceeds 111,500 per mile and are l6ss than $3,000, and two per cent of gross earnings in excess of the $1,500 per mile, or $5 per mile if the gross earnings are less Ihati $1,500 per mile. Id. p. 389 CHAPTER II. CONSTITUTIONAL AND STATUTORY PROVISIONS CF THE -TERRITORIES OK THE UNION IN REGARD TO CORPORATIONS. hSi i 43. Acts of Congress in regard to Corpora- rations in the Territories. 44. Arizona. 45. Idaho. g 46. New Mexico. 47. Utah. 48. Wyoming. g 43. Acts of Congress in regard to Corporations in the Territories. — Congress has power to legislate for the territories and has done so on the subject of corporations. All territories are prohibited from grant- ing private charters and special privileges, Rev. Stat, of U. S., § 1889. But the territories may enact general incorporating acts for '* mining, manu- facturing, and other industrial pursuits," § 1889 ; also for banking, ch. 330, Acts of 1885. They shall not grant the right to lay down railroad tracks, nor grant any special or exclusive privilege, immunity, or fran> chise whatever. No subscriptions or aid to any corporation by a territory or its municipalities are allowed. The territories may authorize incor- poration for the above purposes, also for insurance, loans, trust, etc.» ch. 818, Laws 1886. Foreign corporations and domestic corporations^ more than twenty per cent of whose stock is owned by foreigners, shall not purchase real estate in the territories. Corporations created in the United States shall not purchase more than 5,000 acres of land in the territories, except for railways, canals, or turnpikes, ch. 340, Acts of Congress, 1887. ^ 44. ARIZONA. Miscellaneons Corporations. — Any number may " become incorporated for the transaction of any lawful business,"^ Rev. Stat.. 1887, g 232. Unless articles of incorporation exempt private property, the stockholders are liable for the debts of the corporation^ g 234 (i). Stockholders are always liable to the amount of their unpaid installments, g 245. Non-user of the franchise for five year& constitutes a forfeiture, g 243. The articles must be published six days in a newspaper in the county where the principal place of business is. located, before commencing business. A copy of such paper is to be filed with the secretary of territory within three months, gg 236, 237. Pledgees shall not vote the stock held in pledge, L. 1889, p. 76. As to savings and loan corf>orations» see gg 283-295. 191 IDAHO. § 45 r THE TERRITORIES OK NATIONS. g 46. New Mexico. 47. Utah. 48. Wyoming. lis in the Territories. — )ries and has done so prohibited from grant- it, of U. S., § 1889. But :ts for '« mining, manu- ; also for banking, ch. ht to lay down railroad le, immunity, or fran> rporation by a territory- may authorize incor- mce, loans, trust, etc.» lomestic corporations,, ed by foreigners, shall orations created in the acres of land in the >ikes, ch. 340, Acts of — Any number may any lawful business,"^ oration exempt private [)ts of the corporation^ the amount of their anchise for five years t be published six days )al place of business is >f such paper is to be ; months, §§ 236, 237. L. 1889, p. 76. ^3-295- Railroad Corporations.— Directors must be stockholders, and at least two shall be residents of the territory, but where a majority of the stock is held in another state or territory, the principal office may be in such other state or territory, and the meetings held therein; provided that in such a case an agent be appointed in Arizona, upon whom pro- cesses and notices may be served, § 300. The by-laws must be ap- proved by a majority of the stockholders, § 304. A book is to be kept, called " Record of Corporation Debts," open to the inspection of the parties in interest, § 305. Railroads may lease and take leases of other railroads and telegraph lines, §g 317, 308. May consolidate upon, the consent of three-quarters of the stock of each corporation, § 317. But co-terminous competing roads cannot consolidate. Foreign Corporations.— Foreign corporations must file an appoint- ment of an agent who must be a do.ta fide resident, and who must not be absent more than three months, § 348. Foreign corporations must file a copy of their charter with the secretary of the territory and the county recorder, § 347. Foreign corporations are not to own at one time more than 320 acres of real estate, exclusive of mines and mineral lands, and land necessary or convenient for milling, smelting, reduc- ing or working ores, or for manufacturing or commercial purposes, § 352. Taxation. — All property of corporations shall be taxed, but holders of stock shall not be taxed, § 2633. Railroad property is to be taxed on its full cash value, as assessed by a territorial board of equalization, and the tax is levied by the same officers and for the same purposes as the property of individuals within the counties and municipalities,. § 2649. 8 45. IDAHO. Mlseellaneons Corporations. — Corporations may be formed for any lawful purpose by five or more persons, a majority of whom must be bona fide residents of the territory, §§ 2576, 2577. The articles must be subscribed by at least five, of whom a majority must be resident freeholders, § 2581, The articles are to be filed with the county recorder and the secretary of the territory, § 2584. It must be shown by affidavit that the requisite amount of stock has been subscribed, § 2583. A copy of the articles must be filed in all counties where property is" to be held, § 2587. The by-laws must be adopted by one-half of the stock voted at a proper meeting or by the written assent of two-thirds of the stock without a meeting, § 2588. They may be altered by a two-thirds stock vote, or the power may be delegated by the same vote to the directors,. §i 2591. There shall be not less than five nor more than eleven direc- tors, chosen from the stockholders, and a majority must be "citizens and i ! i il I ^ 46 NEW MEXICO. 199 actual bona fide residents within this territory," g 2599. Directors can be removed from office by a two-thirds stock vote at a meeting formally noticed and held, § 2597. Stockholders are individually liable for all •debts m proportion to the stock held, and this applies to stockholders of foreign corporations doing business in the territory, ^ 3609. The •company shall organize within one year or its powers cease, § 2636. It may acquire only such real property as is reasonably necessary for ithe transaction of business or the consttuction of its works, § 2638. Record and stock and transfer books are to be kept open for inspection, §8 2639> 2640. The right to repeal is reserved by the legislature and the legislature may dissolve any corporation created under this act, § 2641. Foreign corporations must file with the secretary of the terri- itory and clerk of the district court of the county, a copy of a designa- tion of a resident agent to accept process, g 2653. All meetings must be held at the principal office, g 2606. " Corporations organized for the purpose of acquiring lands in large tracts, paying off incumbrances thereon, improving and subdividing them among the shareholders, and for the accumulation of a fund for such 'purposes, are known as .homestead corporations and must not have a corporate existence for a longer period than ten years," gg 2720, 2729. A foreign insurance ■company must have a paid-up capital of |ioo,ooo before it can do business in the territory, § 2752. It must obtain a certificate from the treasurer of the territory, g 2753. In default of this it shall pay a fine not exceeding $100, and there may be an imprisonment for six months, or both, g 27593. Railroads may borrow money on bonds, notes and mortgages in denominations not less than $500 and at a rate not exceeding ten per cent, g 2664. Railroads may consolidate on the written consent of three-fourths o( the stock upon due notice being published for one month in one paper in each county, § 2673. Taxation. — The capital stock of a corporation is exempt where the 'property of the corporation has been assessed, g 1401 (6). All bank stock is assessed against the holder in the county of the bank and the tax is paid by the bank. The real estate of banks is subject to territorial, •county, municipal and district taxation as other real estate, § 1441. Railroad property is taxed as other property, except that the value per imile of the road is assessed by the territorial board of equalization, -which assessment is certified to the counties for division and adjustment among the municipalities, etc., g 1463. The tax on both realty and personalty is a lien on the realty, gg 1412-1414. g 46. NEW MEXICO. — Three or more may incorporate for industrial jpursuits " or the construction or operation of wagon roads, irrigating ii^Vs-l^ 123 259'- Directors can ; at a meeting formally ividually liable for all |)plies to stockholders rritory, 5 3609. The powers cease, g 3636. sonably necessary for of its works, § 2638. :pt open for inspection, )y the legislature and ited under this act, § secretary of the terri- , a copy of a designa- 53. All meetings must orations organized for lying off incumbrances the shareholders, and rposes, are known as porate existence for a A foreign insurance 10,000 before it can btain a certificate from lit of this it shall pay I imprisonment for six [)tes and mortgages in not exceeding ten per the written consent of ing published for one >n is exempt where the g 1401 (6). All bank y of the bank and the is subject to territorial, er real estate, § 1441. :ept that the value per board of equalization, livision and adjustment IX on both realty and corporate for industrial ragon roads, irrigating 198 VKW MEXICO. § 46 ditches or the colonization and improvement of land in connection therewith" and other pur|>ose8, Compiled Laws 1884, ^ 19a, 193, and see ch. loi, L. 1889. The secretary's fee for filing the first certificate is $5, Id. It must also be filed with the county probate clerk, Id. The time of existence is limited to fifty years, Id. The directors are to be not less than three. They must be stockholders, a majority must be •citizens of the United States, and at least one-third must be residents of the territory, g 196. The indebtedness is limited to the amount of the .capital stock and the directors are liable for the excess, g 205. A corporation in a contiguous state or territory must file copies of its articles with the secretary of the territory and the county probate clerk before extending its wagon or rail road, or telegraph lines into the territory, § 215. Directors may be removed by a two-thirds vote of all the di- rectors and the vote of the stockholders, §195. Foreign corporations must file a copy of their charter with the secretary of the territory and the recorder of deeds of the county where the principal office in the territory is located, and also a certificate designating this place of business and an agent to accept process. Incumbrances are limited and local creditors are preferred, g 218. A failure to file the certificates and copies of charters renders all liable as partners, § 219. A record of the stockholders is to be kept open to stockholders and creditors, g 224. "Corporations may be formed ?nd may do business in this territory ... to acquire, hold, improve, develop and man- age any hot, mineral or other sanitary spring, or to lay off land into town sites, etc., . . . and to acquire, hold, colonize, improve and sell lands in connection with any or all of said objects," g 226. Shares of slock are personal property, g 200. They may be sold under attach- ment, g 227. " Transfers of stock after the levy of an attachment or after judgment and with notice to the corporation of the levy or judg- ment, are absolutely void. If the shares be in a railroad, canal, turn- pike, allquia, or plank road company or corporation, they may be levied on and sold in any county through which the same passes," g 228. Where a majority of the stock is held in another state or territory the principal office may be in such other state or territory and meetings may be held there, provided an office and agent shall be designated within New Mexico as prescribed in case of foreign corporations, g 230. Errors in incorporating ihay be corrected by a new certificate, ch. 74, L. 1889. The corporation may do its business, hold land, etc., anywhere in or out of the United States, ch. 82, L. 1889. The period of existence of corporations may be extended, ch. 93, L. 1889. f. : . nK^^-' 8 4T UTAH. 124 As to insurance companies see ch. loa, L. 1889. As to building ami loan associations, seech. 108, L. 1889. RallroadH. — Railroads may be incorporated by five or more persons, citizensof the United States, § 363a, and see ch. 10;, L. 1889. By-laws are to be adopted by a majority stock vote, g 3630. And changed by a two-thirds stock vote, or the power to change may be delegated to direc- tors by a two-thirds stock vote, g 363a. At least $1,000 a mile must be subscribed and ten percent paid in, § jd'ts. Directors must be stock- holders and citizens of the United States, § 3633. They may be re- moved by a two-thirds vote of all the stock, § 3638. " The meetings of stockholders and board of directors must be held at the office or principal place of business of the corporation," g 3647. A " record of corporation debts," also a •• book of stockholders," also " a transfer book," are always to be kept open to stockholdeis and creditors. An- other book is to contain a record of proceedings at stockholders and directors* meetings, and this is to be oforations may be formed |r at a mortgage or private B sold under a trust deed, more persons, two-thirds. 1 varies with the popula- lolders are liable equally lar value in addition to the venty-five per cent of the piness, Compiled L. 1888,, -92, Compiled L. 1888, §J ;n the corporate property- inks are taxed against the ;, when taxable, are taxed 2011. Corporate real t)r g to individuals, § 2013. , and a proportion of the lording to a report of the papers of incorporation^ : $5 and $3 respectively, incorporate to carry on e industrial or productive )i. If the corporation i& itory the certificate shall I'ss within the territory^ 127 WYOMING. 8 48: § 504. There shall be not less than three nor more than nine trustees, all stockholders, § 505, By-laws are to be made by the stockholders or, if the charter so provides, by the trustees, § 509. The ci^mpany can- not purchase shares of its own stock or the stock of otiier corporations,. § 510. Stockholders are liable only for unpaid assessments, § 512. The legislature reserves authority over corporations, § 518. The trustees are liable for any excess of debts over the capital, § 523. A statement of affairs is to be made on the request of fifteen per cent of the stockholders, § 524. The company may hold, purchase and convey such real_and personal estate as the purposes of the corporation may re- quire, § 543. All meetings of stockholders shall be held within the terri- tory, § 643. Railroads may issue bonds in sums not less than $1,000 and at a rate of interest not greater than ten per cent. They shall not plead usury, § 549. Connecting railroads may consolidate upon the agree- ment of the trustees, provided that all stockholders so desiring shall be paid an appraised value of their stock at the date of the consolidation,. § 550. The consolidation is consummated by filing a duplicate of the agreement, § 551. And no deed or transfer is necessary to transfer all rights. The agreement, however, shall not affect fhe creditors nor the duties of the respective corporations, § 552. A railroad company may subscribe to the capital stock of other railroad companies, § 553. A railroad company may lease or sell all or part of itself to another rail- road company, or perfect arrangements with a connecting railroad for their common benefit, § 554. Foreign corporations shall file their certificates or charters with the secretary of the territory and the register of deeds, § 600. All officers, and stockholders are liable in case of failure so to do, § 601. The fee for filing is$i for each certificate, statute or charter, § 602. Taxation. — AH real and persbnal property within the territory belonging to or claimed by any incorporated company, whether incorpo- rated in the territory or not, is taxed, § 3776. Shares of stock shall also, be taxed, Id. National bank shares are assessed at their par value and are taxable the same as state bank shares, § 3789. Bank notes and other corporation stocks are assessed at their cash value, § 3791. Railroadi property is assessed on the verified statement of the pr-ncipal officers, by a territorial board of equalization at so much per mile. This ia. certified to the several counties and there sub-apportioned, § 3839. CHAPTER III. CONSTITUTIONAL AND STATUTORY PROVISIONS OF THE FEDERAL GOV- ERNMENT AFFECTING CORPORATIONS. !§ 49. No State fihall pass a law " impairing the obligation of contracts." 50. Congress shall have power " to regulate comnierce with foreign nations and among the several states." 51. " The citizens of each state shall be entitled to all privileges and immuni- ties of citizens in the several states." 52. Jurisdiction of |he United States Courts in cases affecting corporations. 53. No state shall " deprive any person of life, liberty, or property, without due process of law; nor deny to any person within its jurisdiction the equal protection of the laws." 54. Corporations created by the United States. 55. National banks. 56. The Inter-state Railway A£t. § 49. No stato shall pass a law " Impaliing the obligation of contracts," Art. I., § 9. This provision has given rise to a large number of de- cisions both in the state and federal courts. Great difficulty has been found in fixing the limit where the legislative power of the state end" and where the application of the above provision begins. Formerly the federal courts favored a restriction of the legislative power and an ex- pansion of this constitutional provision. But of late years the contrary tendency has prevailed and has led to the decisions in the " Granger Cases." The growth, application and extent of this constitutional provision may be seen from the following decisions, which are given in chronological order : A college charter granted by the King, previous to the American independence, is a contract which cannot be amended or changed by the legislature of the state in which the college exists. Trustees of Dartmouth College v. Woodward, 4 Wheat., 463 (1819). The voluntary surrender of a charter and a dissolution under a statute passed subse- quently to the granting of the charter is not a violation of contract as regards corporate creditors, Mumma t. Potomac Co., 8 Peters, 381 {1834). A charter granting to a corporation the right to take tolls at a ferry does not prevent the granting of a subsequent charter to another corporation to establish a' rival ferry, Charles River Bridge v. Warren Bridge, 11 Peters, 420 (1837). An exemption of corporate lands from state taxation does not exempt the lands from taxation, after the corpo- ration has sold it, Armstrong v. Treasurer, etc., 16 Peters, 381 — -- - ■ ll'l / OF THE FEDERAL GOV- VTlOtiS. ation of contracts." merce with foreign nations ' ■ all privileges and immuni- i m es affecting corporations, berty, or property, without bin its jurisdiction the equal 1 1 ■A » obligation of contracts,'* a large number of de- rreat difficulty has been power of the state end«! n begins. Formerly the lative power and an ex- f late years the contrary :isions in the " Granger t of this constitutional cisions, which are given !vious to the American mended or changed by liege exists, Trustees uf 3 (1819). The voluntary a statute passed subse- iriolation of contract as mac Co., 8 Peters, 281 le right to take tolls at a uent charter to another River Bridge v. Warren of corporate lands from taxation, after the corpo- ■, etc., 16 Peters, 381 129 FEDERAL CONSTITUTION, §49 (1842). An exemption of a corporation from taxation is violated by a tax on the shares of stock. Although the corporate charter expires and is renewed, the exemption is not necessarily renewed, Gordon v. Ap- peal Tax Cour*^ z How., 133 (1844), A penalty incurred by a corpo- ration may be released by the statt since it is not a contract within the above provision, State of Maryland 7>. Baltimore and Ohio Railroad Co., 3 How., 534 (1844). The above constitutional provision does not prevent the state from authorizing the condemnation of corjTOrate prop- erty or franchises under its power of eminent domain. That power can- not be contracted away. West River Bridge Co. r. Dix, 6 How. , 507 (1847). A state may enact a law retrospectively authorizing banks to sue on notes payable to their cashiers, Crawford v. Branch Bank, etc., 7 How., 279 (1848). An agreement of the state to accept the bills of a corporation in payment of debts due to the state cannot be repealed, Woodruff z/. Trapnall, 10 How., 190 (1850). The legislature may pass a statute vacating condemnation proceedings which have not been fully completed, Baltimore and S. Railroad Co. v. Nesbit, 10 How., 395 (1850). A railroad charter stipulating that no other charter shall be granted for a railroad within a certain distance so as to affect the former road's passenger traffic is not violated by a charter to a rail- road to transport merchandise, Richmond, etc.. Railroad Co. v. Loui- siana Railroad Co., 13 How., 71 (1851). J.and granted to and accept- ed by a private corporation, aninstitutionof learning, cannot afterwards be retaken by the state granting it, Vincennes University v. State of Indiana, 14 How., 268 (1852). A statute taking from corporate credit- ors of an insolvent corporation the right to its assets and depriving them of remedies against the corporate property is unconstitutional, Curran v. State of Arkansas, 15 How., 304 (1853). An exemption from all taxation other than a prescribed tax on profits is a contract that cannot be broken, State Bank of Ohio v. Knoop, 16 How., 369 (1853). Such is the law, even though the additional tax is imposed by a new constitution of the state. Dodge v. Woolsey, 18 How., 331 (1855). Where a county had voted a subscription to a railroad under a statute authorizing the subscription, and the .constitution of the state was amended after the vote, but before the subscription was made, it was held that the constitutional amendment prohibiting such subscriptions invalidated this one, Aspinwall v. Commissirners of Davies County, 22 How., 364 (1859), <■/• ^"^- A statutory exemption of corporate property from taxation, made after incorporation and without consider- ation, may be repealed. It is not a contract. Rector, etc., Christ Church V. County of Philadelphia, 24 How., 300 (i860). A case in- volving substantially the same Tacts as those of State Bank v. Knoop. 49 FEDERAL CONSTITUTION. 130 supra, was similarly decided in Jefferson Branch Bank v. Skelly, I Black., 436 (i86i).ls o in Franklin Branch Bank v. State of Ohio, Id. 474 (1861). The above constitutional provision protects bond- holders secured by a lien on a canal. The state cannot post- pone the priority of that lien, Wabash, etc., v. Beers, 2 Black., 44S (1862). An exclusive right to "bridge" a river is not violated by the subsequent construction of a railroad bridge by another company. Bridge Property v. Hoboken Co., i Wall., 116 (1863). The individual liability of stockholders cannot be repealed, so as to lessen the security of corporate debts existing at the time of the repeal, Hawthorne v. Calef, 2 Wall., 10 (1864.) A charter clause that no other bridge within a certain distance shall be built is protected. The Binghamton Bridge, 3 Wall., 51 (1865). A state may grant a subsequent charter though its use destroys the profits of a previous charter to another competing com- pany^ Turnpike Company v. State,3 Wall., 210(1865). A state authoriz- ing a county to issue bonds to aid a railroad cannot afterward withdraw the taxation powers of a county to pay the bonds, Van Hoffman v. City of Quincy, 4 Wall., 535 (1866). Furman v. Nichol, 8 Wall., 44 (1868) is practically the same case as Woodruff v. Trapnall, supra. A charier exemption from taxation, the charter stating that the right to repeal or amend the charter should not exist, is an inviolable contract, Home of the Friendless v. Rouse, 8 Wall., 430 (1869), and Washington University V. Rouse, Id. 439. Under a reserved right to amend or repeal, the state may consolidate two college corporations, especially where the con- solidation is accepted by the trustees of both, Pennsylvania College Cases, 13 Wail., 190 (1871). A charter exemption from taxation cannot be violated by a subsequent statute, Wilmington Railroad v. Reid, 1*^ Wall., 264 (1871). A bounty of money and of exemption from taxation to individuals or corporations manufacturing salt is repealable at any time. Salt Company v. East Saginaw, 13 Wall., 373 (1871). Foreign-held bonds, secured by a mortgage on a domestic railroad corporation, cannot be taxed by the state. Case of the State Tax on Foreign-held Bonds, 15 Wall., 300 (1872). Under the reserved power to amend or repeal, an exemption of a corporation from taxation may be repealed, Tomlin- son V. Jessup, 15 Wall., 454 (1872). Upon the consolidation of two roads, the rights of exemption from taxation previously existing continue to apply to the property of each, but the exemption of one does not thereby extend to the property of the otl .r. The consolidation makes no change as regards the exemptions, Tomlinson v. Branch, 15 Wall., 460 (1872). A statute giving to a municipality a certain representation in the board of directors of a railroad corporation, may, under the state's reserved right to amend or repeal, be changed giving the ipnall, supra. A charter at the right to repeal or able contract, Home of id Washington University o amend or repeal, the especially where the con- h, Pennsylvania CoUege ;ion from taxation cannot on Railroad v. Reid, i:i, exemption from taxation t is repealable at any time, 3 (1871). Foreign-held ilroad corporation, cannot on Foreign-held Bonds, power to amend or repeal, nay be repealed, Tomlin- the consolidation of two eviously existing continue temption of one does not The consolidation makes ison V. Branch, 15 Wall., ' a certain representation joration, may, under the be changed giving the municipality a greater representation, Miller v. State, 13 Wall., 478 (1872). Corporations, building a bridge, may subsequently be required to build a fish dam for migratory fish, Holyoke Co. V. Lyman, 13 Wall., 500 (1872). An exemption of a corpora- tion from taxation is inviolable, Humphrey v. Pegues, 16 Wall., 244 (1872). A state cannot direct the assets of an insolvent bank to be applied to the payment of state debts. The assets belong to the bank's creditors. Barings v. Dabney, 19 Wall., i (1873). -^" exemption of a corporation from taxation cannot be violated, Pacific Railroad Company V. Maguire, 20 Wall., 36 (1873). A creditor of a corporation, whose stockholders are individually liable, cannot hold individually liable the subscribers to new stock, issued after a constitutional amendment pro- viding against individual liability, Ochiltree v. Railroad Company, 21 Wall., 249 (1874). An exemption of a corporation from taxation, granted by a gratuitous amendment to the charter is repealable, Tucker v. Fergu- son, 22 Wall., 527 (1874). A vote of the county authorities making a railroad subscription and authorizing the issue of bonds therefor, under statutory power, is a contract and is not affected by a subsequent con- stitutional provision prohibiting such acts, even though the actual subscription was never made and the bonds were: issued after the constitutional amendment. County of Moultrie. V. Rockingham, etc.. Bank, 92 U. S., 631 (1875). A license to> a foreign corporation to do business does not prevent taxation of it, Home Ins. Co. v. City Council, 93 Wall., 116 (1876). The case, West., etc., R'y Co. v. Supervisors, 93 U. S., 595 (1876), is substan- tially the same as Tucker v. Ferguson, supra. The reserved right of the state to amend or repeal does not necessarily apply to subse- quent amendments to previously existing charters. The legislature may, by implication, exclude the right to amend from a charter or charter amendment. So held in a tax case. New Jersey v. Yard, 95 U. S., 104 (1877). A change in the method of serving corporations with process is constitutional. Railroad Co. v. Hecht, 65 U. S., 168 (1877). Upon the consolidation of two corporations, both of the old ones are dissolved. Hence a provision of the new charter regulating rates is constitutional, Shields v. Ohio, 95 U. S., 319 (1877). A shortening of the statute of limitations relative to enforcing the statutory liability of stockholders is legal, Terry r. Anderson, 95 U. S., 628 (1877). An exemption from taxation upon payment of a certain tax is inviolable, Farrington v, Tennessee, 95 U. S., 679 (1877). An exemption of the capital stock from taxation does not exempt the tangible property of the corporation, Railroad Co. i*. Gaines, 97 U. S., 697 (1878). The business transacted under a corporate charter is subject to the police § 49 FEDERAL CONSTITUTION. 132 power of the state. Under the reserved jwwer the legislature may pass any law affecting the pov/ers of a corporation, Beer Co. i>. Massachusetts, 97 U. S., 25 (1877). The agreement of the state to accept the notes of a bank in payment of taxes is 'rrepealabie, Keith V. Clark, 97 U. S., 454 (1878). If the business of the corporation be- comes a nuisance, it is not protected by its charter, Fertilizing Co. v. Hyde Park, 97 U. S., 659 (1878). The consoi'dation of two railroad corporations dissolves both of rhem and creates a new one. Ex- emptions of the old corporation irom taxation are thereby lost. Railroad Co. V. Georgia, 98 U. S., 359 (1878). An exemption from ta.\ation is inviolable, University v. People, 99 U. S., 209 (1878). Congress can- not repudiate its contracts any more than a state can, but under a re- served right it may amend a charter, Sinking Fund Cases, 99 U. S., 700 (1878). An issue of bonds by a municipality, voted before, but issued after a constitutional amendment prohibiting such, is valid, Fairfield r. County of Gallatin, 100 U. S., 47 (1879). Under its re- served power to amend a charter, the legislature may increase the li- cense fees to be paid by a street car company to the city, Railroad Co .v. Philadelphia, loi U. S., 528 (1879). The repeal of a law allowing suit to be brought against a state, is constitutional, though not providing for the enforcement of the judgment and though the debt sued on was in- curred before the repeal, Railroad Co. ?;. Tennessee, loi U. S., 337 (1879). An exclusive ferry privilege givenby a county without legislative author- ity to a corporation does not prevent the granting of ferry privileges by the legislature, Wright v. Nagle, loi U. S., 791 (1879). A lottery license for twenty-five years may be repealed before the expiration of that time. Charters are not protected by the above constitutional provision, but only the contracts of charters. Stone v. Mississippi, loi U. S., 814 (1879). A statute validating irregularly issued municipal bonds is legal, Thompson V. Perrine, 103 U. S., 8d6 (1880). Statutory authority to issue bonds after a road has been built through a certain town is repealed by a constitutional prohibition against municipal subscription where the road was not built before the constitutional amendment,Railroad Co. v. Fal- coner, 103 U. S., 821 (1880). An exemption from taxation is protected by this constitutional provision. Asylum v. New Orleans, 105 U. S , 362 (1881). Under a reserved right to repeal a charter, the legislature may repeal a railroad charter, and transfer the public franchises to another corporation, upon due compensation being paid to the dissolved corporation, Greenwood v. Freight Co., 105 U. S., 13 (1881). Under the reserved power any amendment may be made that does not defeat or impair the object of the charter. Close v. Glenwood Cemetery, 107 U. S., 466 (1882). An exemption from taxation cannot be given when J. 182 133 FEDERAL CONSTITUTION. 8 49 iver the legislature may rporatlon, Beer Co. t>. cement of the state ' tc es is 'rrepealable, Keith s of the corporation be- rter, Fertilizing Co. v. dation of two railroad ites a new one. Ex- re thereby lost, Railroad nption from taxation is (1878). Congress can- ite can, but under a re- Fund Cases, 99 U. S., jality, voted before, but (hibiting such, is valid, (1879). Under its re- e may increase the li- the city. Railroad Co .V. epeal of a law allowing nal, though not providing 1 the debt sued on was in- 5ee,ioi U.S., 337 (1879). irithout legislative author- :ing of ferry privileges by (1879). A lottery license e expiration of that time, tional provision, but only [oi U. S., 814 (1879). A onds is legal, Thompson authority to issue bonds n town is repealed by a bscription where the road ment,Railroad Co. v. Fal- Tom taxation is protected IT Orleans, 105 U. S , 362 charter, the legislature the public franchises to eing paid to the dissolved . S., 13 (1881). Under lade that does not defeat Slenwood Cemetery, 107 ion cannot be given when the state constitution forbids it, Louisville, etc., R. R. Co. j'. Palmer, 109 U. S., 244 (1883). Where a corporation is bankrupt, the legislature may authorize a vote of the bondholders on the question of recapitali. zation and reorganization without foreclosure, and may provide that those not voting be counted as voting affirmatively. A bondholder not voting within the prescribed time, cannot afterward e? gross receipts, where the traffic was inter-state and with foreign coimtries, Philadelphia Steamship Co. v. Pennsylvania, 122 U. S., 326 (1887); questioning State Tax, etc., 15 W.'ill., 284 su/>ra. A state regulation of inter-state telegraphic communication is unconstitutional. Western U. Tel. Co. r. Pendleton, 122 U, S.. 347 (1887). A statute requiring railroad engineers to be examined for color blindness is constitutional, Smith f. Alabama, 124 U. S., 465 (1887); Nashville, etc., Railway v. Alabama, 128 U. S., 96 (1888). A bridge across a navigable river is legal when authorized l)y a state, although Congress has not authorized it, there being no Act of Congress pro- hibiting it, Willamette, etc., Co. r. Hatch, 125 U. S., i (1888). A statute which prohibits the bringing of liquor into a state, with certain exceptions, is void, Bowman v. Chicago, etc., RailwaV) 125 U. S., 465 (1888). A statute authorizing an injunction against a telegraph company from operating its wires until a tax is paid is void if the wires are used on post roads, Western, etc., Co. v. Massachusetts, 125 U. S., 530 (1888). A telegraph company doing an inter-state business cannot be compelled to pay a license fee in order to do business within a state, Leloup V. Mobile, 127 U. S., 640 (1888). A state may tax a telegraph company on its receipts from telegrams given and delivered within the state, but not on inter-state telegrams, Ratterman v. Western U. Tel. Co, 127 U. S., 411 (1888). A state tax levied upon the franchise of a railroad corporation which is chartfered by the federal government, and which runs through several states, is unconstitutional^ California V. Central Pac. Railroad Co., 127 U. S., i (i888). g 51, " The citizens of each state shall be entitled to all prlTileges and immnnitiesof citizens in the several states," Art. IV., § 2. — A corpora- tion is not a ♦'citizen" in the sense here used, and this provision con- fers no rights upon a corporation, Pembina Mining Co. i\ Pennsyl- vania, 125 U. S., 181 (1888). So held where a state prohibited foreign insurance companies from doing business unless licensed by the state, Paul v. Virginia, 8 Wall., 168 (1868). Also where a license fee and payment to cities of a percentage of premiums received were re- quired. Ducat V. Chicago, ip Wall., 410 (1870). See also. Liverpool Ins. Co. V. Massachusetts, 10 Wall., 566 (1870); Philadelphia Fire Association v. New York, 119 U. S. no ; Doyle v. Continental \Ins, Co., 94 U. S., 535, (1876) ; Cooper Manufacturing Co. v. Ferguson, 113 U.S., 727 (1875). g 52. The United States coarts have Jurisdiction of cases arising be- tween citizens of different states, and between citizens and foreign states* and between citizens and citizens or subjects of foreign states, Art. III., § 2. 'W. 130 mtl with foreign countries, laa U. S., 326 (1887); a. A state regulation of iconstitution.il, Western I be examined for color 124 U. S., 465 (1887); , 96 (1888). A bridge ed by a state, although 10 Act of Congress pro- 5 U. S., I (1888). A into a state, with certain Railway, 125 U. S., 465 inst a telegraph company d if the wires are used on usetts, 125 U. S., 530 -state business cannot be business within a state,, itate may tax a telegraph and delivered within the tterman v. Western U. ;e tax levied upon the chartfered by the federal ates, is unconstitutional^ S., I (i888), Itled to all prlTilegeHand :t. IV., § 2. — A corpora- , and this provision con- Mining Co. V. Pennsyl- here a state prohibited ;ss unless licensed by the llso where a license fee niums received were re- 0). See also. Liverpool 870); rhiladelphia Fire oyle V. Continental xins, :uring Co. v. Ferguson, stion of cases arising be> Itizens and foreign states* ■elgn states, Art. III., § 2. 187 FEDERAL CONSTITUTION, » fiJi See also Amendments, Art. XI.— In the early case, Bank of United States r. Deveraiix, 5 c:ranch.,6i (1809) the snpriMnc court of the United States held, per Marshall, C. J., that the citizenship of a corporation de- jiended not on the place where it was incorporated, biit on the citizenship of its various stockholders. Hut this decision was suhseciiiently overruled and is no longer the law. As regards the right of a corpora- tion to sue or be sued in the federal courts, a corporation is now held to be a citizen of the state which incorporated it. Railway Co. r. Whit- ton's Admin., 13 Wall., 270 (1871); Louisville, etc.. Railroad r. Letson, 2 How., 497 (1844); Marshall *•. B. iV O. Railroad, 16 Id., 314 (1853); Covington, etc., Co. c. Shepherd, 20 Id.. 227 (1857); Cowles v. Mercer County, 7 Wall., n8 (1868); Express Co. /-. Kountze Bros., 8 Id., 342 (1869); Insurance Co. v. Morse. 20 Id., 445 (1874). If a corporation is incorporated in two states it consists of two corporations, one in each state, Ohio, etc., Missouri Railroad t-. Wheeler, 1 Black., 286 (1861). See Cook on Stock and Stockholders and General Corporation Law, § 697. An agreement of a foreign corporation, as a condition of its being al- lowed to do business in the state, that it will not remove cases from the state to the United States courts is not binding, Insurance Co. v. Morse, 20 Wall., 445 (1874). But in case the corporation violates such agree- ment, the state may then forbid its doing any further business, Doyle r. Contmental Ins. Co., 94 U. S., 535 (1876). See also Barron v. Burnside, 122 U. S., 186 (1886), to the effect that the agreement not to remove is void. Congress has enacted various statutes defining the cases in which suits may be instituted in or removed to the federal courts, see Cook on Stock and Stockholders and General Corporation Law, §§ 757-758. When a corporation is created by Congress itself. Congress may give or take away from the federal courts jurisdiction of the suits in which that corporation may be a party. This is constitutional, since the case arises under the law of the United States which grants the charter, Osborne v. United States Bank, 9 Wheat., 738 (1824), where jurisdiction was given to the federal courts, see also Kennedy v. Gibson, 8 Wall., 498 (1869), relative to national banks. By amendment of the national bank- ing act in 1882 and 1888, snch banks dre, for purposes of litigation, now considered citizens of the state wherein th'.y are located, National Park Bank v. Nichols, 4 Bin., 315 (1869); Manufacturers' National Bank v. Baack, Blatch., 137 (1871*); St. Louis, etc.. Bank v. Allen, 5 Fed. Rep., 551 (1881). The various Pacific railroads incorporated by the United States may bring suit in or remove them to the federal courts, Pacific Railroad Removal Cases, 115 U. S., i (1884); United States r. Union Pa- cific Railroad Co., 98 U. S., 569 (1878); U. S. Rev. Stat., § 640; Kain v. Rd FKDRKAL CONSTITUTION. 138 V, Texas Pacific Railroad Co., 3 Cent. I.. J., u (1875); Yard r. Diirant, 4 Cliff., 113 (1869); Fisk r. U. P. Railroad Co., 6 HIatch., 36a (1869); Ames J'. Kansas, in U. S., 449 (1883); Hughes v. Northern Pacific Railroad Co., 18 Fed. Rep., 106 (1883); Southern Pacific Railroad Co. V, California, 118 U. S., 109 (1886). ^ :>:). N« Htatf) Bhall "deprive anji penton of life, liberty, or property, without due proceM of law : nor deny to any penton witliln Um JurlBdietion the eqnal protection of the laws." Amendments Art. XIV., also .Art. V.— This provision is often invoked l)v corporations, in connection with the provision atjainst impairing the obligation of contracts. The following decisions have been made: Statutes reducing railroad rates are constitutional, Munn r. Illinois, etc., Railroad, 94 U. S., 113 (1876); see also the remaining cases in that volume, which together are called " The Granger Cases." The taxation of railroads by apportionment among the municipalities through which they run is not |)rohihited by the above amendment, State Railro&d Tax Cases, 92 U. S., 575 (1875). It is constitutional for a municipal corporation to levy taxes for the draining of swamps, Davidson v. New Orleans, 96 U. S., 97 (1877), a case which fully discusses the meaning of " due process of law." Validating investments by foreign corporations does not deprive the borrower of property " without due process of law," dross r. U. S. Mortgage Co., to8 U. S., 477 (1883). As further illustra- tive of the exercise of the police power of the state, in reference to corpor- ations, see Slaughter House Cases, 16 Wall., 36 (1872), upholding a mo- nopoly given to a corporation, and also passing upon the application of the amendments to the United States Constitution; Bartemeyer v. Iowa, 18 Wall., 129 (1873), holding that a state may prohibit the sale of liquors, but quaere as to the effect of the constitutional amendment, in the case of liquors on hand at the time of the state prohibitory act; to same effect, Beer Co. v. Massachusetts, 97 U. S., 25 (1877). The legislature, undef its police power, may regulate slaughtering, even though it has con- tracted not to do so. Butchers' Union Co. v. Crescent City Co. ,111 U. S., 746 (1883). The legislature may compel railroads to build fences and may prescribe double penalties for omission, Missouri Pacific Rail- way Co. V. Hanes, 115 U. S., 512 (1885). See also Cook on Stock and Stockholders and General Corporation Law, § 675. Under its general legislative powers the legislature may regulate ^ater rates, Spring Valley, etc., Works v. Schottler, no U. S., 347. Prohibitory laws are constitu- tional, Fosters. Kansas, 112 U. S., 201 (1884) ; Mugler v. Kansas, 123 U. S., 623 (1887). Allowing property to be taken on condemnation for mill race overflow purposes is constitutional. Head r. Amoskeag N. IN I (1875); Yard »•. Durant, ., 6 HIatch., 363 (1869); {lies I'. Morthern Pacific lern Pacific Railroad Co. r llfp, lihprty, or property, Hon nithinltMjnrladletloa Art. XIV., also Art. v.— IS, in connection with the ;ontracts. The following utional, Mtinn v. Illinois, ie remaining cases in that ;er Cases." The taxation nicipalities through which lendment. State Railroad titutional for a municipal iwanips, Davidson r. New lly discusses the meaning ts by foreign corporations houtdue process of law," 883). As further illustra- ite, in reference to corpor- 5 (1872), upholding a mo- upon the application of the 1; Bartemeyer V. Iowa, 18 rohibit the sale of liquors, al amendment, in the case ibitory act; to same effect, 7). The legislature, undef even though it has con- Crescent City Co. ,111 U. railroads to build fences on, Missouri Pacific Rail- e also Cook on Stock and i 675. Under its general i^ater rates. Spring Valley, ihibitory laws are constitu- $84) ; Mugler r. Kansas, be taken on condemnation ional. Head r. Amoskeag 180 FRDKRAL CONHTITUTION. 8 54 Manufacturing Co., 113 U. S., 9 (1884). It is constitutional K.taxraiU road pro|>erty differently from other classes of property, Kentucky Railroad Tax Cases, 1 15 U. S., 321 (1885). The legislature may regu- late railroad rates, unless the right has been clearly granted away; may authorize commissioners to regulate rates, and may rf«|uire fences to be built, Railroad Commission Cases, ii6 U. S., 307, 347. 35^ (1886), A state tax levied on railroad property not specified in the taxation statute is void under this provision of the United States constitution, Santa Clara County v. Southern Pacific Railroad Co., 118 U. S., 394 (1885). This constitutional provision does not prevent a state from imposing a tax on a foreign insurance company for doing business in the state, inasmuch as the corporation is not admitted into the state until it pays the tax, Philadelphia Fire Association v. New York, 119 U. S., no (1886). But a corporation is a " person" in the meaning of this provision, Pembina Mining Co. v. Pennsylvania, 125 U. S., 181 (1888), holding, however, that a state may regulate the right of forei'jn corpora- tions to do business in the state. A reduction of railroad rates is consti- tutional although the rate is to vary according to the length of the road and results in disastrous loss to the railroads, Dow v. Betdelman, 123 U. S., 680 (1888). A statute rendering railroads liable to their employes for injuries caused by the negligence of their fellow servants is constitutional, Missouri Pacific Railway Co. v. Mackey, 127 U. S., 205 (1888). So also is a statute rendering a railroad liable/or double the value of stock killed by it, Minneapolis, etc.. Railway Co. v. Beckwith, 129 U. S., 26 (1889), holding also that corporations are " persons" within the meaning of the above constitutional provisions. § 54. Corporations created by the United States — The constitutional power of the federal government to create a corporation has been a political as well as a judicial question. The United States Bank, through the influence of Alexander Hamilton, was chartered by the federal government in 179 1, and was re-chartered in 1 816. The constitutionality of these charters was vigorously attacked by the Democratic party, and in 1833 President Jackson vetoed and defeated a third charter to such an institution. A similar charter was vetoed by President Tyler in 1841. The advent of the Republican party to power, and the outbreak of the civil war, brought new political ideas into force. The result has been that the federal government has granted many charters to two classes of enterprises— national banks and railroads running into two or more states. In 1862 Congress chartered the Union Pacific Railroad Co. (12 Stat, at Large, 489). In 1864 Congress chartered the Northern Pa- •AW- ■iiMii 55 NATIONAL BANKS. 140 cific Railroad Co.; in 1866 the Atlantic & Pacific Railroad Co.; in 1871 the Texas Pacific Railway Co.; and other charters have been granted. The incorporation of national banks was authorized by a general stat- ute passed in 1863. In an early decision by Chief Justice Marshall, the legality of the charter of the United States Bank was upheld, McCulloch v. State of Maryland, 4 Wheat., 31C (1819); see to same effect, Osborn r. U. S. Bank, 9 Wheat., 738 (1824). The constitutionality of the present national bank charters has also been upheld, Farmers', etc., National Bank v. Deanng, 91 U. S., 29 (1875); Legal Tender Case, 110 U. S., 421,445 (1883). Congress has power to create corporations in the District of Colum- bia, Hadley v. Freedman's Savings, etc., Co., 2 Tenn., ch. 122 (1874); Williams v. Creswell, 51 Miss., 817 (1876); Daly v. National Life Ins. Co., 64 Ind., i (187S). A railroad incorporated by the United States may be com- pelled by mandamus to perform its duties. Union Pacific Railroad Co. V. Hall, 91 U. S., 343 (1875), supreme court below, 3 Dill., 515. It is well settled that a corporation ikicorporated by the United States is ex- empt from the operation of state laws, so far as those laws affect the corporation in its use as a.i instrument of government by the United States, Farmers', etc., National Bank v. Dearing, 91 U. S., 29 (1875). S''ch also is the rule in regard to state usury laws, and state taxation of such corporations, see Railroad Co. r. Peniston, 18 Wall., 5 (1873); National Bank v. Commonwealth, 9 Wall., 353 (1869); Thomson t-. Pacific Railroad, 9 Wall., 579 (1869); and Cook on Stock and Stock- holders and General Corporation Law, § 569. § 55. National Banks. — By the National banking Act, the articles of association may contain any " provisions, not inconsistent with law, which the association may see fit to adopt for the regulation of its busi- ness and the conduct of its ai'fairs," § 5133, Rev. Stat, of 'U. S. Incor- poration is by filing a certificate, under the general incorporatingr act, §5135. The corporation shall exist for twenty years, unless the arti- cles of association or two-thirds in interest of the stockholders pre- scribe otherwise. The corporation may at any time change it.s officers. It shall not commence business until authorized to do so by the comptroller of the currency, § 5136. It shall not take a mortgage on real estate. It shall not hold real estate taken on a debt, for over five years, § 5137. The capital is to be 1150,000 or over if in a city of less than 6,000 population; $ioc,oooorover if less than 50,000; $200, coo or over if over 50,000 people, § 51^8. Fifty per cent of the capital stock is to be paid in upon organization, and ten per f 140 141 THE INTER-STATE RAILWAY ACT. 56 acific Railroad Co.; in 1871 ;harters have been granted, uthorized by a general stat- Marshall, the legality of the eld, McCulloch v. State of ime effect, Osbom v. U. S. itutionality of the present sld, Farmers', etc.. National il Tender Case, 110 U. S., •ns in the District of Colum- o., 2 Tenn., ch. 122 (1874); 5); Daly v. National Life lited States may be corn- Union Pacific Railroad Co. ourt below, 3 Dill., 515. It d by the United States is ex- far as those laws affect tho government by the United earing, 91 U. S., 29 (1875). y laws, and state taxation of liston, 18 Wall., 5 (1873); ., 353 (1869); Thomson f. Cook on Stock and Stock- 59- lal tanking Act, the articles , not inconsistent with law, or the regulation of its busi- Rev. Stat, of U. S. Incor- : general incorporating act, !nty years, unless the arti- ;st of the stockholders pre- • at any time change its 5 until authorized to do so [36. It shall not take a hold real estate taken on le capital is to be $50,000 :ion; $toc,oooorover if less 5 people, § 5138. Fifty per pou organization, and ten per cent on or before each succeeding five months, §5140- It may re- duce the capital stock on a two-thirds vote of all the stock, § 5143. No stockholder who has failed to pay calls on his stock shall vote at elections, §5144, see 36 Fed. Kep., 246. There must be five or more directors. They hold office for one year, § 5145. Directors must be citizens of the United States; three-fourths must have been resi- dents ol the state for a year; and each must own ten or more shares of stock, § 5146. The directors must take an oath, § 5147. Stock- holders are liable for corporate deb.s to an amount equal to and in addition to the subscriptions for their stock, § 5 151. Executors, administrators, guardians and trustees are not liable on stock, but the trust fund is liable, § 5152. The deposit of United States bonds owned by the national bank, with the United Stttes treasurer, as security that the bank will redeem the paper money that the national banking act authorizes it to issue, is a sub- ject of minute regulation, see §§ 5157, etc. For usury the bank forfeits the interest, and if the interest is already paid, twice its amount may be recovered back, § 5198. Before a dividend is declared, one- tenth of the profits are to be added to the surplus fund, until the latter h twenty per cent of the capital, § 5199. The bank shall not puichase or loan on tho security of its own stock, § 5201. In case of impairment of capital stock, the stockholders must be assessed to re- place it, § 5205. Five reports are to be made during each year, § 521 1. Shares of stock in national banks may be taxed by the states, § 5219. The comptroller may appoint a receiver of a bank, whenever he is satisfied that it is insolvent, Act of June 30, 1876, § i. National banks are citizens of the state where they are located, so far as litig.;tion is concerned, ch. 373, Acts of 1887. They may increase their ca^llal stock upon a two-thirds vote in interest of the stock, ch. 73, Acts of 1886. Upon the expiration of the bank charter, the charter may be renewed by two-thirds in interest of the stock, but dis- senting stockholders must be bought out at an appraised valuation of their stock, ch. 290, Act of 1882. For purposes of suit, a national bank is a citizen of the state in which it is located, ch. 866, § 4, L. 1888. g 56. The Inter-Stotc Railway Act^By Act of Congress February 4, 1887, commonly cal'ed "The Inter-State Act," all railroads running from one state into another, were rendered subject to the following provisions : Railroad charges are to be reasonable. Discriminations between persons are prohibited. So, also, are discriminations betweten localities or kinds of traffic. Railroads must give equal facilities to all connecting lines. Greater charges, under substantially similar THE INTER-STATE RAILWAY ACT. circumstances and conditions for a shorter than for a longer dis- tance over the same line, in the same direction, the shorter being included within the longer distance, are prohibited. Pools between competing roads are prohibited. Ten days' r.otice must be given of advances in rates. Free passes are prohibited. Five commis- sioners are appointed by the President of the United States, with the concurrence of the Senate, to apply the law. The powers, duties and functions of this commission, however, are somewhat limited, see 37 Fed. Rep., 567. By the act of March 3, 1889, amendments were made requiring three days' notice of reductions in rates; railroad officials are nade subject to imprisonment as well as fines for violation of the act» and shippers are made liable also for inducing a violation. ^^ AY ACT. 1.1 ir than for a longer dis- rection, the shorter being rohibited. Pools between ys' r.otice must be given rohibited. Five commis- e United States, with the The powers, duties and somewhat limited, see 37 9, amendments were made rates; railroad officials are s for violation of the act» g a violation. CHAPTER IV. STATUTORY PROVISIONS IN ENGLAND, CANADA, FRANCE AND GERMANY, IN REGARD TO CORPORATIONS. 57. England. 58. Canada. 59. Quebec. 60. Nova Scotia. 61. New Brunswick. § 62. Ontario. 63. British Columbia. 64. France. 65. Germany. § 57. ENGLAND. Constitntional Provisions. — It is, i)erhaps, un- necessary to state that England has no written constitution similar to that of the United States and the various States of the Union. Certain gran s of the Crown such as Magna Charter, the Petition of Rights, the Bill of Rights, ard certain Parliamentary Acts, such as the Habeas Corpus Act, may be said to constitute the written constitution of Eng- land. But there are no constitutional provisions specially affecting cor- porations. Miscellaneons Corporations. — A thorough study of the English acts authorizing the incorporation of companies gives valuable information and suggestions concerning corporations. These statutes were carefully framed. They grew gradually out of the necessities of business. They form a corporation code m themselves, and they regulate corporations in many particulars, where the American statutes are silent and leave ♦.he subject to the common law and the decisions of the courts. The most important of the provisions are here referred to. The general incorporating act is called " The Companies Act, 1862 " (ch. 89, L. 1862), and its various amendments. Seven or more may incorporate for any lawful purpose with or without a limited liability. The amount of liability may be fixed by the memoranda of association which correspond to the American articles of incorporation, § 7. If the liability is limited the word ** limited" is to be affixed to the com- pany's name, § 8. The articles of association, i. e,, by-laws, may be re- corded. If no by-laws are enacted, certain by-laws specified in the statute shall apply, § 15. The by-laws are to be signed by each member, § 16. No notice of any trust of stock shall be received or accepted by the company, § 30. The register of members shall be open to inspec- tion, 15 32. The register may be closed by the company for thirty days, § 33. A person refused registry may have his right determined by a motion in a court j and the court may order any rectification of the f( § 57 ENGLAND. 144 registry, on such motion by an aggrieved party, § 35. Transferers are not liable upon the insolvency of the company, if the transfer was a year previous thereto. The liability of members is fixed by the articles of incorporation. Corporate contracts may be made relieving the mem- bers from liability, § 38. Banking and insurance companies may be incorporated hereunder, and must publish statements, § 44. If the members become less than seven, and remain so for a certain time, the members are liable as partners, § 48. The charter and by-laws may be amended, § 50. Every member has one vote, unless there is a provision otherwise, § 52. Elaborate provisions are made as to the winding up of companies, §§ 74-173. A complete and skillfully drawn set of by-laws are appended to the statute. Any company is at liberty to accept and adopt these by-laws or to enact different ones. But unless the company otherwise elects the following by-laws shall be its by-laws. (See " First Schedule," ch. 89, L. 1862.) If several own stock jointly, any one may receive the dividend. Paid-up shares may be converted into stock. One-fifth in number of the members may cause a meeting to be held. Notice of the time, place and special business of all meetings must .be given. " All busi- ness shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the ex- ception of sanctioning a dividend and the consideration of the accounts, balance sheets, and the ordinary reports of the directors." " Every member shall have one vote for every share up to ten ; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred, and an additional vote for every ten shares beyond the first hundred shares." If stock is owned jointly, the first name on the register votes it. Stock must have been owned for three months before an election in order to be voted. A form of proxy is given. A book stating the condition of the corporation is to be open to inspec- tion. Directors may be rt.Tioved by the stockholders. Many other provisions are contained in this statute. In 1867 the above act was amended by " The Companies Act, 1867," ch. 131, L. 1867. By its provisions the liability of directors in a lim- ited company may be made unlimited, §§ 4-8. Stock subscribed for is to be paid for in cash, " unless the same shall have been otherwise determined by a contract duly made m writing, and filed with the re- gistrar of joint stock companies at or before the issue of such shares," § 25. Transfers are made on the applicatioo of the transferer, the same as if made by the transferee, § 26. The company is liable for making transfers without the delivery of the share warrant, i. e., certificate of stock, § 29. Upon the issue of the warrant, the holder's name is 144 145 ENGLAND. § 57 y. § 35- Transferers are ly, if the transfer was a )ers is fixed by the articles e made relieving the mem- irance companies may be statements, § 44. If the so for a certain time, the charter and by-laws may ; vote, unless there is a ions are made as to the ,r-laws are appended to the and adopt these by-laws npany otherwise elects the First Schedule," ch. 89, L. may receive the dividend. :. One-fifth in number of ;ld. Notice of the time, ist be given. ♦* All busi- icted at an extraordinary nary meeting, with the ex- iideration of the accounts, the directors." "Every up to ten ; he shall have nd the first ten shares up every ten shares beyond jointly, the first name on 1 owned for three months ^ form of proxy is given. on is to be open to inspec- tockholders. Many other "he Companies Act, 1867," ility of directors in a lim- !. Stock subscribed for is hall have been otherwise ng, and filed with the re- the issue of such shares," of the transferer, the same ipany is liable for making warrant, i. e., certificate of nt, the holder's name is stricken out of the list of members of the company, § 31. But the by- laws may permit the holder to have the privii- jes of membership, ex- cept that of holding office, § 30. " Every prospectus of a company, and every notice inviting persons to subscribe for shares in any joint stock company shall specify the dates and the names of the parties to any contract entered into uy the company, or the promoters, directors or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the company or other- wise, and any prospectus or notice not specifying the same shall be deemed fraudulent on the part of the promoters, directors and officers of the company, knowingly issuing the same as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract," § 38. Unlimited companies may change to limited companies, ch. 76, L. 1879. Stockholders in banks are always liable for outstanding bank notes. Id . For other minor amendments see ch. 104, L. 1870; ch. 26, L. 1877; ch. 19, L.1880; ch. 28; L. 1883. Re-organizations of insolvent companies may be had without the foreclosure of the mortgages by a plan adopted by a three-fourths vote of the creditors approved b;' a court, ch. 104, L. 1870. "A company limited by guaiantee" is wheia the members agree to pay a specified sum to liquidate corporate debts, upon a winding up, see ch. 89, L. 1862, Form B. Such companies may or may not have a , capital stock, see Id., Form C. The stannaries means the stannaries of Devon and Cornwall, and in- clude both counties. The stannaries court is a court in those two counties only. All actual working mines within the jurisdiction of the stannaries are subject to the jurisdiction of that court. See the Stan- naries Act, ch. 19, L. 1869. As to cost-book companies, see Cook on Stock and Stockholders and General Corporation haw, ch. 29. Previous to 1862 no general incorporating act existed in England. Special charters were granted. These special charters contained many provisions which were the same in each charter. Hence in 1845 (ch. 16, Acts of 1845), a statute was passed collecting and containing certain provisions which were common to most of the special acts of incorporation passed previously. This act was called " The Com- panies' Clauses Consolidation Act,, 1845," and was not for the purpose of allowing incorporations under it, but for the purpose of avoiding the necessity of repeating such provisions in future special acts of in- corporation and also for assuring uniformity in the provisions them- selves. Many of the provisions in *. e Canadian corporation statutes, f § 57 ENGLAND. U6 and also in the English Companies Act of 1862, are taken from this act. Some of its provisions are to the following effect : A transfer of shares by death, bankruptcy, insolvency or marriage, or otherwise than by the usual transfer, must be proved to the company l)y certain papers, § 18. Trusts need not be protected by the company. One joint owner of slock may receive dividends, g 20. Interest is to be paid on unpaid calls, § 23. Interest may be allowed on subscriptions paid before calls, § 24. After execution returned unsatisfied against the corporation, the court may order the debt to be collected from any stockholder owing subscriptions, § 36. Shares in an increased capital stock are to be offered to old stockholders before being sold to the public, § 58. Paid- up shares in the capital of the company may be converted into "a gen- eral cajjital stock," § 61. Stock mny be transferred in large or small quantities, § 62. Stockholders are entitled to the same rights of voting and dividends that shareholders have, § 64, One-tenth in interest of shareholders may call a meeting, § 70. Voting is the same as provided in Companies' Act, q. t'., ♦' at all general meetings," § 65. The powers of meetings of the shareholders are stated to be " the choice and removal of the directors • * * and the increasing or reducing of their num- ber, * • * the choice of auditors, the determination as to the re- muneration of the directors, auditors, treasurer and secretary, the de- termination as to the amount of money to be borrowed on mortgage, the determination as to the augmentation of capital and the declaration of dividends," § 91. Directors may delegate their powers to a com- mittee, § 95. Directors may set apart profits " to meet contingencies, or for enlarging, repairing or improving the works," § 122. Preferred stock is not entitled to arrearages of preferred dividends, ch. 118, Acts of 1863, § 14. Debenture stock may be issued on a three-fifths vote, § 22. Debenture stock bears interest ; is inferior to mortgages and bonds; but is superior to common or preferred shares or stock, § 24. A specified proportion of debenture holders may enforce payment of interest, § 25 . Debenture stock is transferable, like certificates of stock, § 29. Debenture stock is not entitled to vote, nor to repayment of the money which it represents. It is entitled to interest only, §31. Money raised by debenture stock can be applied only to the purposes for which money raised by mortgage can be applied, § 32. Railroads. — Two striking peculiarities characterize the English rail- way laws. One is that no general incorporating act exists — a special char- ter being necessary. By this plan, the paralleling of lines, and the con- struction of useless new ones, are prevented, but a large Parliamentary expense is incurred, and new and legitimate roads are constructed with difficulty. The second peculiarity of the English railway law is, that rail- i ^^^ 146 52, are taken from this act. feet : A transfer of shares e, or otherwise than by the ny by certain papers, § i8. ny. One joint owner of t is to be paid on unpaid scriptions paid before calls, igainst the corporation, the >m any stockholder owing d capital stock are to be to the public, § 58. Paid- ' be converted into " a gen • nsferred in large or small ;o the same rights of voting One-tenth in interest of ing is the same as provided tings," § 65. The powers of " the choice and removal of or reducing of their num- determination as to the re- irer and secretary, the de- )e borrowed on mortgage, capital and the declaration te their powers to a com- ts "to meet contingencies, works," § 122. Preferred jferred dividends, ch. 118, be issued on a three-fifths ; is inferior to mortgages eferred shares or stock, § 24. s may enforce payment of ble, like certificates of stock, >te, nor to repayment of the interest only, §31. Money ily to the purposes for which 3*- laracterize the English rail- ig act exists — a special char- illeling of lines, and the con- d, but a large Parliamentary ; roads are constructed with iglish railway law is, that rail- 147 ENGLAND. § 57 way mortgages cannot be foreclosed. The creditors, by a certain vote, approve a plan of reorganization, and this plan, when approved also by a court, is binding on all parties concerned. By ch. 20, Acts of 1845, certain provisions, usually inserted in acts, authorizing the construction of railways, were enacted as a general statute, for the purpose of convenience in embodying them in subse- quent special charters. This statute was called "The Railway Clauses Consolidation Act, 1845." It provides for laying out the route, for damages for land, and various other matters. By ch. 120, Acts of 1864, called "The Railway Companies' Powers Act, 1864," provision is made for the granting of additional charter powers to existing railway com- panies. An increase of the capital stock is therein provided for. Chap- ter 121, Acts of 1864, called '.ei, for any purpose ' ' to which the legislative authority of the Parliament of Canada extends, except the construction and working of railways, or the business of banking and the ii.sue of paper money, or the business of insurance." Notice of the application must be publ'shed. The capital ')i loan companies cannot be iess than $100,000. A majority of the directors must be residents in Canada. One-half of the capital 148 1 the capital is larger, Id. { of five per cent is levied " of corporations, less " all , remuneration, and costs, the management of such ids. Id. § a6. Under 2 and ne-half penny per mile, for ly, the treasury board were IS as they thought best, and ly 1.6 per cent on the total assenger traffic. See Jeans irays also pay heavy general and 22 Vict., ch. 97, they 3lic Health Act, Id. 170. Acts of 1883, the tax on ar as it applies to the lower th American Act" (ch. 3, itablished a government in the American government, ntario, Quebec, Nova Scotia ed in 1870, British Colum- Over and above ail these lilar in its powers and func- t. Newfoundland is still a irest Territories and District [ the Canadian government. ;deral government ha? power erprovincial railways, canals, ive the power to incorporate (§§ 91, 92, British North ), Rev. Stat, of Canad; 1886, r m Council for a char^ei, uthority of the Parliament of and working of railways, or aper money, or the business n must be published. The an $ioo,oco. A majority of la. One-half of the capital 149 CANADA. § 58 stock is to be taken before incorporation and ten per cent paid in, and at least $100,000 is to be paid in by loan cor|wrations. Bonds may be issued on a two-thirds vote of the stock, but the money borrowed shall not exceed seventy-five per cent of the paid-up capital, unless a dis- counting business is done. A stock book is to be open to inspection. Directors are liable for allowing transfers to persons apparently irre- sponsible. Directors may apply to a court when in doubt as to who is entitled to stock transfers. Stockholders are not liable beyond their unpaid subscriptions. Notices may be served on members personally or by registered letter. No loans to shareholders are allowed, except by loan companies. Directors are liable to laborers, etc., for six months' wages. One-fourth of the stock may call a meeting at any time. The word " limited " must be affixed to the corporate name under penalty of fine for omission. When shares are issued for property by contract the contract is to be filed with the secretary of state. A prospectus must state all contracts with promoters, etc. Debenture stock may be issued by loan companies. This stock is not entitled to a vote, and is prac- tically a debt of the company payable at any time at the option of the company, but payment can never be enforced by the holder. It bears interest and is transferable, ch. 20, L. 1887. Trusts and combinations are forbidden under the criminal law, ch. 41, Acts of 1889. Railways.— By ch. 109, Rev. Stat., 1886, railways may unite, § 6. Rates may be reduced when the net income for the past year exceeds fif- teen per cent of the actual cost of the property, with interest for the years when no dividend was declared, § 16. The form of proxies is prescribed, §18. Directors must obey the orders and directions of stockholders' meetings, Id. " No person holding any office, place or employment in, or being concerned or interested in any contracts under or with the company, shall be capable of being chosen a director, or of holding the office of director, nor shall any person, being a director of the company, enter into, or be directly or indirectly, for his own use and benefit, in- terested in any contract with the company, not relating to the purchase of land necessary for the railway, or be or become a partner of any contractor with the company,'" Id. Overdue calls bear interest, § 19. The form of transfers of stock is prescribed, § 22. In case of transfer, other than by sale, a copy of the will or other instrument must be filed. The company need not protect trusts of stock. The company cannot buy its own stock or stock in other companies, Id. Traffic contracts may be made uiron the approval of the Governor in Council, § 56. No railway company shall buy its own stock, or stock in other railway companies, unless already authorized, g 89. Banks By ch. 120, Rev. Stat., 1886, banks shall not commence F MiiifaU 69 QUEBEC. 160 business uiUil $500,000 capital stock has been subscribed and $100,000 paid in, $100,000 mure tu l)e paid in within twu years. 'I'he remainder may remain uncalled, |$ 6. Paper money issued is not to exceed its paid-up capital, g 40. No dividend over eijjht per cent unHl twenty per cent reserve over bad del)ts is obtained, H 28. Ten per cent must be paid within thirty days after suliscribing, § 20. Tr insfers by death, bankruptcy or insolvency, or otherwise than regular, must be proven to the company, ^ 32. A female stockholder who marries may have the stock entered as her seiiarate estate, JJ 33. The company may apply to the courts, in case of doubt as to the title to stock, g 36. The bank need not preserve trusts of stock, g 37. Director must own from ' $3,000 to $5,000 of stock in order to be eligible, according to the amount of capital stock, § 9. Directors must be natural-born or nat- uralized subjects of the Queen, § 12. Shareholders are not allowed to inspect personal accounts, but the directors may, § 25. The bank shall not take its stock in pledge, g 45. Stockholders are liable to cor- porate creditors to the extent of the par value of their stock in addition to the subscription price, ^ 70. Directors may assess stock to pay lia- bilities six months past due, § 72. Transferers within one month pre- vious thereto, are also liable thereon, § 77. The bank has a lien on stock for the debts of stockholders, § 59. Proxies can be given only to stock- holders and never to the manager, cashier or other employe of the bank, § 10. Any director or the president or vice-president may be re- moved by a vote of the stockholders, g II. Proxies more than three years old are void, §14. §50. QUEBEC. MiiMsellaneoasCorporatlong. — Five or more may peti- tion the governor-general for a charter for any purpose within the juris- diction of the province, except to construct and work railways and for insurance, see ch. 11, L. 1881. A notice of the application for the char- ter must be published, Id. One-half of the stock must be taken before incorporation, and five per cent of the whole capital paid in, ch. 25, L. 1868. The petition for a charter may ask for special provisions there- in, Id. Charters may be amended. A majority of directors are to be residents and subjects. Directors are to transact the business and make contracts, etc., and declare dividends, etc. One-fourth in value of the stock may call meetings. Directors are liable for allowing transfers to persons not apparently able to respond. The stock book is to be open to inspection. Trusts in stock are not protected. The corporation is not to buy stock in other companies. Stockholders are not liable to corporate creditor, beyond the amount of their respective shares. No loans to stockholders are allowed. Directors are liable 160 Huhscribed and $100,000 o years. The remainder lied is not to exceed it» ; per cent unMl twenty per Ten per cent must be o. Trinsfers by death, :}rular, must be proven to i^ho marries may have the le company may apply to stock, g 36. The bank Director must own from igible, according to the t be natural-born or nat- >lders are not allowed to may, g 25. The bank holders are liable to cor- of their stock in addition |r assess stock to pay lia- ;rs within one month pre- le bank has a lien on stock in be given only to stock- )r other employe of the vice-president may be re- Proxies more than three I. — Five or more may peti- purpose within the juris- nd work railways and for 2 application for the char- ock must be taken before capital paid in, ch. 25, L. r special provisions there- ity of directors are to be ansact the business and :tc. One-fourth in value I are liable for allowing spond. The stock book are not protected. The ^nies. Stockholders are nount of their respective ed. Directors are liable 151 NOVA HCOTIA, § 60 to laborers, etc., for six months' wages, Id. Until half of the capital stock is paid in, calls of ten per cent for the fust year, and five per cent annually thereafter are to be made, ch. 34, L. 1868. The capital stock is that jwrtion of the authorized capital that is siihscribeil for and allotted, ch. 73, L. 1884. " No stock shall be issued to represent the increased value of any property," Id. Watered stock is void, Id. Stock dividends are void, Id. Stock •• not represented by an amount in cash paid into the treasury of the company, which has been expended for tl)e promotion of the objects of the company " is void, Id. t'orpo- rations of Great Britain or of the United States may accjuire and hold land in this province, ch.25, L. 1872. Rallwajrg. — See ch. 43, L. 1880. One-half in interest of the stock- holders may cause a meeting to be called. A form of proyy is pre- scribed. Directors are subject to the examination and control of stock- holders' meetings and to their orders and directions. Directors are not to be interested in contracts with the company. Stockholders declare dividends, in meeting assembled. "Shares in the undertaking may, by the parties, be sold and disposed of by instrument in writing, to be made in duplicate, one part of which shall be delivered to the directors to be filed and kept for the use of the company, and an entry thereof shall be made in a book to be kept for that purpose." The form of sale is prescribed. The transmission of shares, other than by transfer, must be proven to the company. Trusts in stock are not protected by the company. The company is not to purchase its own or any other stock. Contracts for the construction or maintenance of the road must be advertised four weeks for bids. The com|)any need not accept any of the bids. The company may make traffic contracts on a two-thirds vote of the stock. Amalgamations must be approved by the govern- ment. Taxation. — Banks are taxed $100 for every $100,000 of capital up to $1 ,000,000, and a smaller tax for capital in excess thereof. Insur- ance companies are taxed $500 for one kind of insurance, and $50 ad- ditional for each other kind. Miscellaneous corporations pay one- tenth of one per cent of the capital up to $1,000,000 and a less tax for any excess. Loan companies pay a graduated tax. Railways pay $5 a mile, and $10 a mile if they are receiving a subsidy, ch. 11, L. 1880. § 60. NOVA SCOTIA— Stockholders are liable for corporate debts. " Each member thereof shall be liable as a partner to the same extent as if no corporation existed," unless the special act granting the char- ter provides otherwise. Execution returned unsatisfied against the cor- poration may be levied on the stockholders' property, Rev. Stat., 1884 60 NOVA SCOTIA. 159 ch. 78, § 13. Directuis are liable for corporate debts in excess of ■tock sul)Ncril)ed, unless the company prescribes otherwise, Id. |$ 14. MlMcellaneous Corporations. — May be incorporated for any pur|X)!ie over which the province has power, except constructing and work- ing railways, loaning, etc. Incorporation is granted by the (lover- nor in Council, Id. ch. 79. Previous notice of the intent to apply for a charter must be advertised. 'I'he company on a two-thirds vote may apply for more extended powers. A majority of the directors must reside in the province. Elections are to be held in the province. One-fourth in value of the stockholders may call a cor|K)rate meeting. Stock, it seems, may be issued below par. The stock book is to be open to ins|)ection. Transferers and unrecorded transferees are both liable on stock. If the ownership to stock is in doubt, the company may ap- ply to a court for decision. Transferees are liable on subscriptions. The company h not bound to protect stock held in trust. Officers are liable for loans to stockholders. The incorporation fee is #30 if the capital stor.!; is under licooo. It varies upward and is $70 if the capi- tal is ove • f 500, 000. Stockholders are not liable for corjiorate debts except to the extent of unpaid subscriptions. The word " limited " is to be used. An omission subjects the company and officers to a penalty. Stock is to be paid for in cash unless the contract whereby it is issued for property is registered with the provincial secretary. Bonds may be issued on a vote of two-thirds in interest of the stockholders, Id., ch. 79. * Railwnys. — Cannot unite except upon the approval of the (lovernor in Council, Id., ch. 53, § 7 (15). Votes are to be in proportion to shares. Id. § 19. A form of proxy is prescribed. Directors are sub- ject to the examination and control of stockholders at annual meetings, and must obey the orders of the stockholders at any meeting. Direc- tors shall n ot be interested in contracts with the company. Persons holding office, in one company interested in contracts with another com- pany are not eligible for directorship in the latter, Id. For non-payment of calls the company, at a general meeting, may declare stock forfeited, Id. 8 20. General meetings of stockholders determine the question of dividends, Id. § 31. A form of transfer of stock is prescribed. Trans- fers by death, bankruptcy, will, donation or testament, or intestacy, must be shown by a copy of the instrument. The company is not respons- ible for the preservation of stock held in trust. The company shall not purchase its own or any other stock. Id. § 22. Traffic contracts are valid if two-thirds of the stockholders assent. Amalgamations are legal only upon the assent of the Governor in Council, Id. § 58. When a company wishes to reorganize by arrangement between it and its credit- ors, any scheme assented to by three-fourths in value of the creditors ,«■ ) 152 )()ratc debts in excess of bes otherwise, Id. ^ 14. rporated for any ptir]X)8e constructing and work- s granted by the (lover- of the intent to apply jnipany on a two-thirds majority of the directors l)e held in the province, call a cor|M)rate meeting. le stock book is to be open ransferees are both liable iibt, the company may ap- ! liable on subscriptions, leld in trust. Officers are urporation fee is lao if the ard and is 1^70 if the capi- liable for corjiorate debts rhe word " limited " is to and officers to a penalty, tract whereby it is issued secretary. Bonds may be e stockholders, Id., ch. 79. J approval of the Oovernor ! to be in proportion to ribed. Directors are sub- olders at annual meetings, i at any meeting. Direc- th the company. Persons ontracts with another com- ;r, Id. For non-payment of y declare stock forfeited, determine the question of ock is prescribed. 'I'rans- stament, or intestacy, must company is not respons- . The company shall not 22. Traffic contracts are Amalgamations are legal auncil. Id. § 58. When a : between it and its credit- in value of the creditors 158 ONTARIO. ««t affected, and three-fourths in value of each class of preference stockholders, and by a s|)ecially called meeting of the orilin- ary stockholders, and by a court is thereby confirmed and established, Id. ch. 54. Municipalities, on a majority vote of all the ratepayers, may aid railroads. Id. ch. 55. § Gl. NEW BRUNSWICK.— Five or more may incorixirate for any pur|xjse except constructing and working railways, insurance and char- itable, etc., pur|X)ses, ch. 9, I.. 1885. Must advertise a notice of the intent to apply for a charter, unless the capital stock is $5,000 or less The attorney-general must approve of the incorporation. 'I'he capital stock is not to be less than $3,000 actually subscribed. The lieutena 't- governor in council grants the charter. At meetings all questions are decided by a majority of the stock voted. Directors are to control the making of contracts. The company may issue bonds for borrowed money on a two-thirds vote of all the stock. One-fourth of the stock may'call a meeting. The stock book shall be oi)en to ins|)ection. The company is not bound to nrotect stock held in trust. Stockholders are not liable for corjwrate aebts, except to the extent of the unpaid sub- scriptions. The company shall not purchase the stock of another com- pany unless authorised by the stockholders. No watered stock or stock to represent the increased value of the corporate |)roperty shall be issued. Loans to stockholders are prohibited. Stock must be paid for in cash, unless the contract to issue for property is in writing and is filed in the provincial secretary's office. Prospectuses must state all contracts between promoters, etc., and the company. Directors are to make annual reports. Shares of stock and income from stock are not taxed when the company is taxed on its property, Consol. Stat., 1876, p. 80,3. The corporation is taxed on its tangible personalty, on its realty and on its paid-up capital stock, less the valuation of its realty. Id. Foreign corporations are taxed on their tangible personalty and on their income within the province. Id. Shares of stock are subject to execution. Id. p. 750. § 62. ONTABIO. Joint Stock ConnpanleB.— Five or more may peti- tion for a charter for any business within the legislative authority of the legislature of Ontario, excepting the construction and working of rail- ways and the busines. of insurance, p. 1444. The notice of application must be published. The lieutenant-governor may dispense with publi- cation if the capital stock is $3,000 or less, pp. 1445, 1446. The charter may be amended on a two-thirds vote, p. 1450. Elections are to be held with the province, p. 145 1. The directors may make the by-laws, p. I Wi § 63 BRITISH COLUMBIA. 154 1452. On a two-thirds vote of the stockholders, bonds, etc., may be issued, p. 1453. One-fourth in interest of tlie stock may call meetings, Id. No salaries or payments are to be made to a director or president unless the stockholders authorize them, p. 1453. The stcck book is to be open to inspection, p. 1455. The company is not responsible for trusts in stock, p. 1458. The company shall not purchase stock in other companies unless the stockholders authorize it. Id. Stockholders are not liable except for their unpaid subscription, p. 1459. Loans to stockholders are forbidden, p. 1460. Directors are liable for one year's wages to laborers, Id. In certain corporations a majority of the direc- tors must be residents and subjects, p. 1436. Preferred stock may be issued by order of a stockholders' meeting, p. 1449. Railways. — There is no general incorporating act. The form of proxies is prescribed. The proxy extends to any business that may come before the meeting. Id. p. 1657. Directors are not to be interested in contracts with the corporation, p. 1658. Directors must obey the orders of the stockholders, Id. Stockholders are to determine whether a divi- dend shall be declared, p. 1661. The form of a transfer of stock is given, p. 1662. Municipalities may subscribe, p. 1663. Trusts in stock need not be protected by the company, p. 1662. Company shall not pur- chase its own or any other stock, p. 1663. Contracts for construction or maintenance mast be advertised for bids, but bids need not be ac- cepted, p. 166&. Traffic contracts may be made on a two-thirds vote of the stockholders, p. 1677. Shares of stock tnd dividends from bank stock are taxed. Rev. Stat, of 1887, pp. 2084, 2088. Bank stock itself is not taxed, p. 2088. Rail- road stock is not taxed, but a tax is levied on the income therefrom. Id. The corporation is taxed on its personalty, p. 2100. if most of the cap- ital stock of certain public corporations is invested in realty, its personalty is not taxed, p. 2100. Non-resident stockholders are not taxed, p. 2099. m § 63. BRITISH COLUMBIA — Corporations maybe formed for any Kwful purpose within the powers of the province, Consol. Acts, 1888, ch. 21, § 12. Three or more may incorporate by filing a certificate, § 13. A director may be removed by two-thirds of the directors, or by one-half together with two-thirds in interest of the stockholders, § 16. The debts shall not exceed the paid-in capital, § 17. Two-thirds in interest of the stockholders must assent 10 borrowing or mortgaging; Id. The com- pany shall not issue money, § 19. Directors creating debts in excess of paid-in capital are liable therefor, § 26. Proxies must be attested by a witness, § 31. The register book is to be open to the inspection of 4. 164 lolders, bonds, etc., may be he stock may call meetings, e to a director or president 453. The stock book is to )any is not responsible for hall not purchase stock in horize it, Id. Stockholders ription, p. 1459. Loans to :ors are liable for one year's ons a majority of the direc- i. Preferred stock may be ). 1449. orating act. The form of any business that may come are not to be interested in rectors must obey the orders o determine whether a divi- if a transfer of stock is given, [663. Trusts in stock need Company shall not pur- Contracts for construction , but bids need not be ac- made on a two-thirds vote stock are taxed. Rev. Stat, s not taxed, p. 2088. Rail- n the income therefrom. Id. . 2100. li most of the cap- ested in realty, its personalty cholders are not taxed, p. ons may be formed for any nee, Consol. Acts, 1888, ch. ay filing a certificate, § 13. :he directors, or by one-half ;kholders, § 16. The debts Fwo-thirds in interest of the nortgaging; Id. The com- s creating debts in excess Proxies must be attested by e open to the inspection of 165 FRANCE. § 64 stockholders and creditors, § 54. Shares of stock and dividends are taxed, ch. III. § G4. FRANCE.— MIscellaneons Corporations — These are formed under the law of Juiy 24, 1867. By its provisions, corporations for any legal purpose may be formed without special authorization, by the execution in duplicate of a deed under private sea!, Title II., Art. 21 of S'^cieties Anonymes. The name shall show the nature of the business, L'art 30, du code de commerce. Directors are only responsible for the due execution of instructions. Id. 32, Members are liable only to the extent of their interest. Id. 33. The capital is divided into equal shares, Id. 34. A transfer of shares is made by an entry on the corporate books signed by the assignor or his attorney. Id. 36. Managers shall be shareholders pnd shall choose one of their number to be director, or if the articles permit, may select an outsider for whose acts, however, they are responsible, L. of 1867, Title II., Art. 22. Incorporators shall not be less than seven, Id. 23. Shares are not to be less than 100 francs when the capital does not exceed 200,000 francs, nor less than 500 francs when it does. The organiza- tion cannot be completed until the whole capital is subscribed and at least one-fourth of each share paid up. The manager shall make a sworn statement of the subscriptions and paymeius to which is annexed a duplicate copy of the articles. Id., Title I., Art. i. Shares are nego- tiable when one-fourth has been paid thereon. Id. Art. 2. The articles may provide for the conversion of shai'es, Oiie-half paid up, into shares payable to bearer. In any case the original subscribers, together with their assignees before payment of one-half, remain liable for the full amount of the subscription for two years after organization, Id. Art. 3. Subscriptions other than money must be approved by a majority present at a special meeting, which majority shall represent one- fourth of the stock. Id. Art. 4. Except, however, where the corporators were pre- viously joint proprietors. Id. A societe anonyme is deemed formed from the acceptance of directorship and auditorship by the persons so chosen at a general meeting called for that purpose subsequent to the full subscription and one-fourth payment. Title II. Art. 25. Directors shall own a number of shares specified in the articles. These are in the name of the owner ; are stamped not negotiable, and are kept in the company's safe as a guarantee for all the acts of the directors, L. 1867, Title II., Art. 26. The articleb regulate voting. At the first general meeting no shareholder can have more than ten votes. Id. Art. 27. Meetings to amend the articles, extend the duration or dissolve, must represent one-half of the capital. Id. Art., 31. One or more auditors, § 65 GERMANY. 150 U •' iii. who may or may not be stockholders, are designated each year to report at the next meeting on the condition of the company's affairs, Id. Art. 32. The auditors may inspect the books and in an urgent case call special meetings. Id. 33. Semi-annual statements of the assev ^ and liabilities and all other facts are to be made to the auditors and produced at the annual general meeting, Id 34. Lists of stock and investors are open to the inspection of stockholders fifteen days before the meet- ing. Id. 35. One-fourth of the annual net profits must be set apart as a reserve fund, until it equals one-tenth of the capital, Id. 36. Provision is made for winding up affairs when three-fourths of the capital has been lost or the number of members reduced below seven. Id. Arts. 37, 38. Shareholders representing one-twentieth of the capital may jointly move to bring wrongdoing directors to Justice without prejudice to the share- holders' individual right of action, Id. 39. Directors are not to be interested in corporate transactions except by express permission. Id, 40. A failure to comply with the provisions, supra, as to organization, makes the soci6te null and void, and the directors and implicated promoters are individually liable, but not the stockholders, Id. Arts. 41, 42. The auditors are liable as agents, Id. 43, Heavy penalties are prescribed for fraud and mismanagement, Id. Arts. 44, 45. Within one month after the formation of a company, duplicate articles and certain affidavits with stock lists, shall be filed with a justice of the peace, and tribunal of commerce, and also published. But a failure' to do this does not affect the rights of third parties, Arts. 55, 56. When offices are kept in different arrondissements the filing and publication are to be made in all. Art. 59. In all documents and publications the corporate name must be accompanied by the words " society anonyme," and a state- ment of the amount of capital, Art. 64. Elaborate provisions are made also in the French law for unincor- porated joint stock associations, see Manuel des Socifetes Anonymes par Albert Charmolu, Paris, Marchal, Billard et cie, Editeurs, 1883. By a recent Act (1889), which, however, has not yet come to hand, the above act has been modified, particularly with a view to aiding and encouraging co-operative associations and coriK>rations. , § 65. GERMANY — Das Allgemeine Deutsche Handelsgesetzbuch, (the German Commercial Code), defines an Aktiengesellschaft as a com- pany all the members of which participate only to the extent of fixed contributions without becoming personally liable for the obligations of the association. Art. 207. The shares may run to bea.er cr to a particular name, Id. Every share running to a particular name must be for at least 50 vereinsthaler (about $35), and those running 150 gnatecl each year to report ompany's affairs, Id. Art. id in an urgent case call cments of the assev • and the auditors and produced s of stock and investors een days before the meet- fits must be set apart as a apital, Id. 36. Provision is of the capital has been lost seven, Id. Arts. 37, 38. e capital may jointly move 3ut prejudice to the share- Directors are not to be express permission, Id. 40. , as to organization, makes and implicated promoters olders, Id. Arts. 41, 42. vy penalties are prescribed ^, 45. Within one month tides and certain affidavits of the peace, and tribunal lilure'todo this does not 6. When offices are kept }ublication are to be made ations the corporate name e anonyme," and a state- French law for unincor. des Soci^tes Anonymes d et cie, Editeurs, 1883. las not yet come to hand, with a view to aiding and rporations. tsche Handelsgesetzbuch, ctiengesellschaftas a com- ily to the extent of fixed ble for the obligations of lay rim to bea.er cr to a ng to a particular name ; $35), and those running 167 GERMANY. § 65 to bearer, at least 100 thaler (about $70). All shares for smaller amounts are void, and persons issuing such are liable as partners. The nominal value of shares cannot be altered during the existence of the company, Art. 207a. The articles must be formally executed and acknowledged. Art. 208. The articles must exhibit : (i) the corporate style and domicile ; (2) object of the undertaking ; (3) period of existence, if limited ; (4) amount of capital and value of each share ; (5) whether shares shall be to name or to bearer, the number of each kind, and if at all, how to be converted ; (6) establishment of a council of overseers, three in number, to be chosen from the stock- holders [this is the only provision in the German law as to the mini- mum number of persons who may form a corporation] ; (7) method of keeping accounts and ascertaining and dividing the profits; (8) method of appointing and the qualifications of directors and officers ; (9) how stockholders' meetings shall be called ; (10) conditions of voting and method thereof ; (n) subjects upon which a simple major- ity vote shall not decide; (12) method of making official announce- ments and the journals in which they shall appear. Art. 209. After the subscription of the capital the stockholders shall determine by resolu- tion in general meeting that the capital has been fully subscribed and at least ten j-or cent (in insurance companies at least twenty per cent) on every share paid in ; unless these facts are certified in the original ar- ticles. Art. 209a. The value of subscriptions other than cash must be determined in the articles. Where the articles have not been execut- ed by all the stockholders, they must be approved at a general meeting by a majority vote representing at least one-fourth in number and in- terest, Art. 209b. The articles must be recorded at length in the commercial register of a specified local tribunal and certain portions must be published, including the date of the articles, and sub-divi- sions 1-5 and 12 of Art 209 supra. If the articles provide a partic- ular form in which the official corporate acts shall be executed, that must also be published. Art. 210. Application to the tribunal oT commerce for registration must be accompanied by affidavits that all requisite preliminaries have been legally performed. Art. 210a. The associ- ation has no corporate existence before the registration, so that all acts are void and the doers are liable, Art. 211. The same formal registration must be made in every district where a branch is estab- lished. Art. 212. The company can own real property. Art. 213. Alter- ations in the article must be made with the same formalities as the original contract. Art. 214. Unless expressly so stipulated in the articles a ma- jority vote cannot chai.^e the objects of the corporation. The same applies to the case of dissolution and reorganization. The corporation § 65 GERMANY. 168 'ill 'I .li cannot purchase its own stock, and unless provided in the arMcles or their amendments, cannot amortise its stock (i. e., gradually pay back its capital stock so as eventually to dissolve), Art. 215. A fixed per cent of return on shares cannot be contracted for or paid. Dividends must be from profits oniy. But a fixed per cent may be contracted for, for the period defined in the articles as preliminary to full oper- ation. Art. 217. In no case is a stockholder obliged to return interest or dividends received in good faith, Art. 218. There is no personal liability, Art. 219. The following rules are applicable when the shares are "to bearer": (i.) The shares shall not be issued until fully paid. (2.) In no case can a subscriber, by transfer or otherwise, escape from the obligation to pay forty per cent — not even if ajdjudged to have lost his share by failure to pay calls. (3.) It may be provided in the articles that after forty per cent is paid, the subscriber shall be discharged from furthur calls and may receive stock promises or provisional shares covering the amount actually paid. Some German states have local laws substitut- ing twenty-five per cent for forty per cent in this article. Art. 222. When the shares are made out in the name of the holder they must be recorded in the corporate stock book, giving name, address and occu- i^iition of owner. They may be transferred by endorsement, but the transfer must be announced to the company and noted on its book. In all corporate relations only those are considered stockholders whose names so appear. So long as a balance is unpaid, a transfer can only be made by the company accepting the transferee, and the transferer remains liable for then existing obligations for one year, Arts. 223, 182, 183. Unless otherwise stipulated in the articles, every share has one vote, Art. 224. The council of overseers has complete power to examine at all times into the corporate affairs and must report to the general meeting of stockholders annually. It may call such meeting when corporate, in- terests demand it, Art. 225a. The members of the council are liable for damages when, with their knowledge, subscriptions are refunded, the company's own stock bought or amortised, illegal interest or dividends paid, corporate property divided or capital stock diminished without legal formalities. Art. 225b. The corporate affairs are managed and the corporation represented by a board of directors (or it may be by one director). They may be paid or not, and may be stockholders or not. Their appointment is always revocable. Art. 227. The members of the board must be reported to the tribunal of commerce for registration. Their signatures are kept on record. Art. 228. If not otherwise pro- vided, all the members must sign for the company. Art. 229. The mMiumeesas^fMi^«^»^mamm ^$^S3\me^i^r^ 158 rovided in the articles or (i. e., gradually pay back e), Art. 215. A fixed per 1 for or paid. Dividends cent may be contracted preliminary to full oper- l)liged to return interest or , There is no personal le shares are "to bearer": ly paid. (2.) In no case escape from the obligation have lost his share by J in the articles that after ; discharged from furthur isional shares covering the have local laws substitut- nt in this article, Art. 222. [ the holder they must be name, address and occu- 1 by endorsement, but the md noted on its book. In idered stockholders whose ipaid, a transfer can only isferee, and the transferer ms for one year. Arts, in the articles, every share wer to examine at all times to the general meeting of eeting when corporate, in- if the council are liable for riptions are refunded, the legal interest or dividends stock diminished without e affairs are managed and ;ctors (or it may be by one ay be stockholders or not. 227. The members of the lommerce for registration. 128. If not otherwise pro- company. Art. 229. The 159 GERMANY. § 65 contracts of the board bind the corporation whether such appears ex- pressly or from all circumstances, Art. 230. The board' is obliged to act within the authority given it in the articles and the resolutions of the general meetings. But these limitations do not affect third parties, Art. 231. Every change in the board must be reported for registration, Art. 233. The company may also appoint other general agents to manage particular matters of business or to represent it in such matters. They must follow instructions, but are general agents. Art. 234. Unless otherwise stipulated in the articles, ten per cent of the capital stock may call a meeting, Art. 237. No business, except the call of an extraordinary meeting, can be transacted unless the subject thereof was duly announced in the notice of the meeting. Art. 238. The board is responsible for the keeping of proper books, and must report and publish an .i.mual statement of affairs, certain features of which are prescribed, Arts. 239, 239a. The mem- bers of the board are only personally liable for damages arising out of their own acts exceeding, their authority. Art. 241. If it appears from the annual report that the capital stock has become diminished by one-half, the board must at once call a general meeting. If it appears that the corporate property no longer exceeds its debts the court must be notified. Art. 240. Imprisonment and fine are attached as penalties to certain illegal acts of members of the council and the board, Art. 249. / INDEX The referencei are to the nectioni. Ml^iifillpVMWii^ Alabama, i. Arizona, 44. Arkansas, 2. Banks, National, 55. British Columbia, 63. California, 3. Canada, sH. Colorado, 4, Commerce, inter-state, a state cannot interfere with, 50. Congrajjs, see United States. Connecticut, 5. Constitutiondl provisions, see the vari- ous states, also United States. Contracts, the obligation of, cannot be impaired by a state, 49. Dakota, see North Dakota, and South Dakota. " Dartmouth Collf ge Case," 49. Delaware, 6. England, 57. Federal government, see United States. Florida, 7. France, 64. Georgia, 8. Germany, 65. " Granger Cases," 49. Idaho, 45. Illinois, 9. Indiana, 10. Inter-state commerce, a state cannot interfere with, 50. •' Inter-state Railway Act," 56. Iowa, II. Jurisdiction of the United States courts, 52. Kansas, 12. Kiiniucky, 13. Louisiana, 14. M Maine, 15. Maryland, 16. Massachusetts, 1 7. Michigan, 18. Minnesota, 19. Mississippi, 20. Missouri, 2i. Montana, 22. N National Banks, 55. Nebraska, 23. . Nevada, 24. New Brunswick, 61, New Hampshire, 25. New Jersey, 26. New Mexico, 46. New York, 27. North Carolina, 28. North Dakota, 29. Nova Scotia, 60. 162 INDEX. The references are to the lectioni. i* Ul Si Obligation of contracts cannot be im- paired by a state, 49. Ohio, 30. Ontario, 62. Oregon, 31. I'':ins)I' -.ah, Vji. Quebec, 59. Railroads chartered by the United States, 54. Rhode Island, 33. South Carolina, 34. South Dakota, 35. States, 1-42. Tennessee, 36. Territories, 43-48. Texas, 37. u United States. constitL'tic'i'U provisions, J9 53. proteci:ing co. poratc contracts, 49. r gulating commerce, 50. provisions protecting the rights of citizens, 51. jurisdiction of its courts, 52. protecting corporate property, 53. may charter corporations, 54. national banks, 55. the Inter-State Railway Act, 56. Utah, 47. Vermont, 38. Virginia, 39. w Washington, 40. West Virginia, 41. Wisconiin, 42. Wyoming, 48, 11 m FM: AUG-8 1949