UC-NRLF 1 557 HD 2798 * 5fl3 GENERAL DOCUMENTS CORPORATION LAW OF THE STATE OF RHODE ISLAND CHAPTER 1925 OF THE PUBLIC LAWS JANUARY SESSION, 1920 PROVIDENCE, R. I. B. L. FREEMAN COMPANY, PRINTERS 1920 GIFT OF DOCUMENTS DEPT. GENERAL CORPORATION LAW OF THE STATE OF, RHODE ISLAND CHAPTER 1925 OF THE PUBLIC LAWS JANUARY SESSION, 1920 PROVIDENCE, R. I. E. L. FREEMAN COMPANY, PRINTERS 1920 DEFT. INDEX TITLE I. TITLE OF ACT AND DEFINITIONS. SECTION PAGE. 1. Title 6 2. Definitions, etc 6-7 TITLE II. BUSINESS CORPORATIONS. GENERAL PROVISIONS. 3. Application of Title II 7-8 4. Purposes for which corporation may be organized 8 5. Corporate powers 8-10 ORGANIZATION OF CORPORATION. 6. Method of incorporation 10 7. Articles of association provisions required 10-11 8. Articles of association further provisions authorized 12 9. Articles of association execution and filing 12-13 10. Articles of association certified copy 13 11. Incorporation when effective 13 12. First meeting of corporation notice 13-14 13. First meeting business of quorum 14 14. Death of incorporator appointment of successor 14 15. By-laws 14 16. Filing name and address of treasurer appointment of resident attorney 14-16 17. Secretary of state to deliver blanks for filing name and address of treasurer 16 18. Place of business or principal office 16 OFFICERS AND DIRECTORS. 19. Board of directors and officers election, qualification, etc. . . . 16-17 20. Powers of directors executive committee 17 21. Validity of contract by corporation in case of interested or inter- locking directors 17-18 433100 MEETINGS. SECTION PAGE 22. Stockholders' meetings 18 23. Voting powers of stockholders proxies cumulative voting .... 18 24. Voting rights of fiduciaries and pledgees .... 18-19 25. Corporation not to vote own stock 19 26. Directors' meetings where held 19 27. Meetings called by justice of superior or district court 19 STOCK. 28. Kinds and classes of stock 19-20 29. Issue of capital stock with par value and payment therefor 20 30. Issue of capital stock with par value and payment therefor alternative method 20-22 31. Stock without par value 22-23 32. Certificate of payment of capital stock 23-24 33. Shares of stock deemed to be personal property. Stock certifi- cates 24 34. Rights of stockholders to subscribe for new stock 25 35. Stockledger 25 36. Lost certificates 25-26 STOCKHOLDERS' AND DIRECTORS' LIABILITY. 37. Liability of stockholders for partly paid-in stock 26-28 38. Liability of stockholders for unlawful dividends, etc 28 39. Suit of stockholder for contribution 28-29 40. Stock held by fiduciary or pledgee 29 41. Liability of directors for unlawful dividends 29-30 42. Liability of officers and directors for loans to officers, directors or stockholders 30 43. Enforcement of liability of directors and officers at suit of stock- holder 30 44. Liability for false certificates, etc 30-31 45. Suits by directors or officers for contribution 31 46. Action against director, etc., shall survive 31 47. Suit shall not abate by reason of death, etc 31-32 48. Action against corporation for debt paid 32 49. Limitation of liability 32 AMENDMENT OF CHARTER AND ARTICLES OF ASSOCIATION REDUCTION OF ISSUED CAPITAL STOCK. 50. Amendment of articles of association 32-33 61. Filing amendment with secretary of state 33-34 SECTION p AGE 52. Amendment of charter of corporations created by special act of general assembly 34 53. Reduction of issued capital stock 34-35 ANNUAL REPORT. 54. Annual report 35-37 SALE, LEASE OR EXCHANGE OF ENTIRE ASSETS. 55. Sale, lease or exchange of entire assets of corporation, vote re- quired for 37 56. Procedure as to dissenting stockholders 37-39 DISSOLUTION AND APPOINTMENT OF RECEIVER. 57. Dissolution of corporation and appointment of receiver when permitted procedure 39-41 58. Powers of receiver 41^2 59. Receiver to pay debts and distribute surplus 42 60. Jurisdiction of superior court in such proceedings 42 61. Procedure by bill in equity instead of by petition 42-43 62. Equity jurisdiction not impaired 43 63. Continuance of corporations after dissolution for certain pur- poses 43 FOREIGN CORPORATIONS. 64. Right to do business in state 43 65. Foreign corporation must file what papers as condition pre- cedent to carrying on business in state 43^45 66. Status of foreign corporation carrying on business in state when act takes effect 45-46 67. Penalty for failure of foreign corporation to file charter, etc. effect of such failure upon contracts and right to sue in courts of state 46 68. Annual report of foreign corporation 46-47 69. Foreign corporation not to carry on business not permitted domestic corporation '47 70. Act not to apply to business which a foreign corporation is author- ized to carry on in state under constitution or laws of the United States.. 47 TITLE III. LITERARY, SCIENTIFIC AND MISCELLANEOUS CORPORATIONS. SECTION PAGE 71. Application of Title III 47^8 72. Method of incorporation 48^9 73. First meeting how called 49-50 74. Incorporation when effected what powers 50 75. Corporate powers 50-51 76. Amendment of articles of association 51-52 77. Voting at meetings 52 78. Dissolution of corporation and appointment of receiver 52 TITLE IV. GENERAL PROVISIONS. MISCELLANEOUS. 79. Power of general assembly to amend and repeal charter and articles of association 53 80. Right of corporation created by special act, which is not subject to amendment or repeal, to adopt provisions of this act .... 53 81. Organization of corporations under special act within what time 53-54 82. Penalties recovery and compromise of 54 83. Recording articles of association, etc 54 84. Certified copies of papers on file with secretary of state to be received in evidence by courts 54 FEES. 85. Fees payable to general treasurer 54-55 86. Fees payable to secretary of state 55-56 87. Fee required to be paid to general treasurer by corporation organized under special act 56-57 REPEAL, CONSTRUCTION, ETC. 88. Repeal 57-58 89. Statutes repealed to be deemed in force for certain purposes .... 58 90. Certain sections of this act to be deemed to be substituted for certain sections of Chapter 213 and for Chapter 214 of General Laws in certain cases 58-59 91. Certain sections of this act to be deemed to be substituted for certain sections of Chapter 212 of General Laws in certain cases. 59 92. Effect of repeal upon acts and rights and upon proceedings in civil cases before repeal 59-60 SECTION p AaB 93. Effect of repeal upon act repealing former acts 60 94. Further effect of repeal upon act repealing former acts 60 95. Construction 60 96. Effect of limiting acts, or periods of time, retained in this act. ... 60 97. Effect of invalidity of part of act on remainder 61 98. Date of taking effect 61 APPENDIX. General Laws of 1919, etc., Repeal, construction of, etc 63-92 S>tatr of iHluiiir Jlslaiih anil Jlnnitfirurr JJlantations. JANUARY SESSION, A. D. 1920. CHAPTER 1925. H 821 B. Approved May 5, 1920. Act, how cited. Definitions. "Domestic corporation.' "Foreign cor- poration." "Articles of association. " 'Charter.' "Quasi-munici- pal corpora- tion." Action on part of the stockholders, when there are no directors. An Act in Relation to Corporations. It is enacted by the General Assembly as follows: TITLE I. TITLE OF ACT AND DEFINITIONS. SECTION 1. TITLE. This act may be cited as the " General Corporation Law." SEC. 2. DEFINITIONS, ETC. As used in this act, unless the context otherwise requires: "Domestic corporation " means any corporation incorporated under the laws of this state. " Foreign corporation" means any corporation, association or organization organized under laws other than those of this state. The phrase " articles of association" includes not only the original articles of association, but all amendments thereto. " Charter' 7 of a corporation means the special law or act by which the corporation is created and includes not only the original law or act, but all amendments thereto. The term "quasi- municipal corporation" includes a fire- district, water-district, sewer-district, school- district or other similar political sub-division of the state, but does not include a county, city or town. In all cases in which this act shall require or permit action on the part of the directors of a cor- poration, or any of them, and such corporation shall have no directors, such action shall or may, except as in this act otherwise provided, be taken by the stockholders of the corporation. In all cases in which this act. shall require or Action on * part of an permit action on the part of any designated officer of CP a c n r offic p er ace a corporation and such corporation shall have no such officer, such action shall or may, except as in this act otherwise provided, be taken by any officer of the corporation who shall have the duties usually performed by such designated officer. TITLE II. BUSINESS CORPORATIONS. GENERAL PROVISIONS. SEC. 3. APPLICATION OF TITLE II. (1) Except as i apply to what in this act otherwise provided, this title shall corporations. apply to every corporation having a capital stock and established for the purpose of carrying on busi- ness for profit which has been heretofore or shall be hereafter incorporated under any general law of this state, or w^hich has been heretofore or shall be here- after created by any special act of the general assem- bly of this state, except so far as the provisions of this title are inconsistent with the provisions of any such special act hereafter passed, or with the pro- visions of any such special act heretofore passed that are not subject to amendment or repeal at the will of the general assembly; and except as in this act otherwise provided, this title shall apply to no other 'Corporations. (2) Except as in this act otherwise provided, this TO what C0 r- j i_l i n i i porations not title shall not apply to gmm-mumcipal corpor- toa PP i y . ations or to domestic corporations organized for the purpose of carrying on within this state the business of a bank, savings bank, trust company, building and loan association, loan and invest- ment company, surety or indemnity company, safe deposit company, insurance company, railroad, 8 Same subject. Corporations may organize to carry on any lawful business anywhere. Powers of domestic busi- ness corpora- tions, viz: Perpetual suc- cession, unless limited in its articles of association or charter. Sue and be sued. Have common seal. Elect officers; agents, etc. Make by-laws. electric railroad or street railway company, tele- graph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, turnpike company, or which now have or may hereafter have the right to take or condemn land or other property within this state under the power of eminent domain, or to exercise or acquire franchises in streets or highways of this state. SEC. 4. PURPOSES FOR WHICH CORPORATIONS MAY BE ORGANIZED. Corporations may be organized under this title for the purpose of carrying on any lawful business anywhere, provided that corpora- tions of the kinds mentioned in paragraph (2) of Section 3 hereof, shall not be organized under this title for the purpose of carrying on business within this state. SEC. 5. CORPORATE POWERS. Every corporation shall have power and authority to do any lawful act which is necessary or proper to accomplish the pur- poses of its incorporation. Without limiting or en- larging the effect of this general grant of authority, it is hereby specifically provided that every corpora- tion shall have power: (a) to have perpetual succession in its corporate name, unless a period for its duration is limited in its articles of association or charter; (b) to sue and be sued in its corporate name; (c) to have and use a common seal, and alter the same at pleasure; (d) to elect such officers and appoint such agents as its business requires, and to fix their compensation and define their duties; (e) to make by-laws not inconsistent with the constitution or laws of the United States or of this state, or with the corporation's charter or articles of 9 association, determining the time and place of holding same subject. and the manner of calling and of conducting meetings of its stockholders and directors, the manner of elect- ing its officers and directors, the mode of voting by proxy, the number, qualifications, powers, duties and term of office of its officers and directors, the number of directors and of shares of stock necessary to constitute a quorum, which number may be not less than a majority, and the method of making demand for payment of subscriptions to its capital stock, and providing for an executive committee to be elected from and by the board of directors and defining its powers and duties, and containing any other pro- visions, whether of the same or of a different nature, for the management of the corporation's property and the regulation and government of its affairs; (f ) to make contracts, incur liabilities and borrow Make con- tracts, etc. money; (g) to acquire, hold, sell and transfer shares of Acquire, its own capital stock: Provided, that no corporation shall use its funds or property for the purchase of its own shares of capital stock wiien such use would cause any impairment of the capital of the cor- poration; (h) to acquire, hold, sell, assign, transfer, mort- Acquire, sen, gage, pledge or otherwise dispose of any bonds, securities or evidences of indebtedness created by, or the shares of the capital stock of, any other cor- poration or corporations of this state or of any other state, country, nation or government, and while owner of said stock to exercise all the rights, powers and privileges of ownership, including the right to voting thereon. vote thereon; (i) to guarantee, if authorized so to do by its charter or articles of association, any bonds, securi- 10 To guarantee certain bonds, evidences of indebtedness, shares, etc., when. To acquire, mortgage, sell, etc., real or personal prop- erty. To conduct business, etc., where. Not to carry on a banking business, etc. ties or evidences of indebtedness created by, or the shares of the capital stock of, any other corporation or corporations created by this state or by any other state, country, nation or government; (j) to acquire, hold, use, manage, convey, lease, mortgage, pledge or otherwise dispose of within or without this state any other property, real or per- sonal, which its purposes shall require; (k) to conduct business and have offices in this state and elsewhere: Provided, however, that nothing in this section contained shall authorize any corpor- ation to carry on the business of a bank, savings bank or trust company, or the business of trading in bonds, notes, or other evidences of indebtedness. Association by written articles of association. Articles of association, what to state, viz: Intention of forming a cor- poration. Name of the corporation. ORGANIZATION OF CORPORATIONS. SEC. 6. METHOD OF INCORPORATION. Three or more persons of lawful age may associate themselves by written articles of association with the intention of forming a corporation under this title for any purpose permitted by Section 4 hereof. SEC. 7. ARTICLES OF ASSOCIATION. PROVISIONS REQUIRED The articles of association shall be in the English language and shall state : First: that the subscribers thereto associate themselves with the intention of forming a corpora- tion under this title. Second: the name of the corporation, which name shall contain one of the words "company", "corpora- tion" or "incorporated", or one of the abbreviations "Co." or "Inc."; if the expression "and Company" or "and Co." is used in the name, such expression shall be followed by the word "incorporated" or by the abbreviation "Inc.", to distinguish the name from that of a partnership. The name shall be such 11 as to distinguish it plainly from that of any other same subject. corporation, domestic or foreign, authorized to carry on business in this state at the time the articles of association are filed as hereinafter provided. Any foreign corporation, and any domestic corporation for purposes of reorganization, however, may by ganization written authorization signed by its president and by its treasurer or secretary, pursuant to a vote of its board of directors or of its stockholders, consent to its name or one similar thereto being used by a corporation organized under this title. Such written authorization with a copy of said vote duly attested by the secretary or clerk of said corporation shall be filed in the office of the secretary of state. Third: the purpose or purposes for which the Purposes of . . -i incorporation. corporation is formed. Fourth: the location (town or city) of the place Location O f of business or principal office of the corporation in this state. Fifth: the total amount of the authorized capital Total author- stock of the corporation, the number of shares into which the same is divided and the par value of each ue.i share, except in the case of a corporation having stock or any class of stock without par value, in which case the articles of association with respect to such stock, in lieu of the above, shall state the total number of shares authorized and that they are without par value; the restrictions, if any, imposed upon the transfer of stock; and, if there be two or more classes of stock, a description of the different classes and a statement of the terms on which they are created and of the voting rights appertaining thereto. Sixth: the period of duration of the corporation period of dura- , if not perpetual. tion as a cor- 12 Articles of association may contain what further provisions. Original and duplicate articles of association, how executed; where and how filed. Certificate of general treas- urer that fee prescribed by Section 85 has been paid. SEC. 8. ARTICLES OF ASSOCIATION. FURTHER PROVISIONS AUTHORIZED. The articles of association may contain any other provisions not inconsistent with law for the conduct and regulation of the business of the corporation, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or any class of stockholders; they may also provide that the corporation shall have a lien on all shares of a stockholder for assessments due from him or other indebtedness of the stock- holder due to the corporation, enforcible in such manner as the by-laws shall provide; and they may also give the corporation the right, in case of sale of stock by any stockholder, to purchase said stock at the lowest price at which he is willing to sell, before the same shall be sold by him to any other party, and may prescribe the time within which the cor- poration must exercise said right; but no such lien or right of pre-emption on the part of the corporation shall be valid in the case of any certificate of stock issued after the taking effect of the Uniform Stock Transfer Act, unless the right of the corporation to such lien or pre-emption is stated upon the certifi- cates. SEC. 9 ARTICLES OF ASSOCIATION. EXECUTION AND FILING. An original and a duplicate of said articles of association shall be signed by all of the incorporators and shall be acknowledged by them in the manner in which deeds of real estate are required to be acknowledged within this state, and the resi- dences of said incorporators shall be stated opposite their names. Both the original and the duplicate of said articles shall thereupon be filed in the office of the secretary of state, together with a certificate of the general treasurer that said incorporators have 13 paid into the general treasury for the use of the state the incorporation fee prescribed by Section 85 hereof. SEC. 10. ARTICLES OF ASSOCIATION. CERTIFIED Duplicate COPY. Thereupon the secretary of state, upon pay- certificate! ment to him by said incorporators of the fee pre- ^^' scribed by Section 86 hereof, shall deliver to them Jaid tobe said duplicate of the articles of association with his certificate under the seal of the state attached thereto in substantially the following form: STATE OF RHODE ISLAND AND PROVI- DENCE PLANTATIONS. I, , secretary of Form <* cer - state, hereby certify that (here insert names of all Jg| c ^ r incorporators) filed in the office of the secretary of ass ciation. state on (here insert date) an original and a duplicate of the articles of association for forming a corpora- tion under the name of (here insert name of corpora- tion), and that the foregoing is the duplicate of said articles of association. Witness my hand and the seal of the State of Rhode Island this day of in the year SEC. 11. INCORPORATION. WHEN EFFECTIVE. Delivery O f When said duplicate of the articles of association has ... incorporation been certified and delivered as aforesaid, said in- effective - corporators, their associates, successors and assigns shall constitute a corporation. SEC. 12. FIRST MEETING OF CORPORATION. First meeting, ... how called and NOTICE. The first meeting of said corporation shall held - be called by a notice signed by one or more of said incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed, or delivered, to each incorporator at least five days 14 Same subject. First meeting business of. Quorum. Vacancy, by death of in- corporator, how filled. By-laws, power to make, etc., in whom vested. Name and address of treasurer, or power of attor- ney, to be filed in office of secretary of state, when. before the day appointed for the meeting. Said first meeting may be held without such notice upon agreement in writing to that effect signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators. SEC. 13. FIRST MEETING. BUSINESS OF. QUORUM. At such first meeting the corporation shall be organized and such other matters within the powers of the corporation may be disposed of as the incorporators may see fit. A majority of the in- corporators shall be a quorum for the transaction of business. SEC. 14. DEATH OF INCORPORATOR. APPOINT- MENT OF SUCCESSOR. When by reason of the death of any incorporator a corporation cannot be organized, the remaining incorporators may, by written appoint- ment filed in the office of the secretary of state, appoint another person to act as incorporator with them, and the person so appointed shall, with said remaining incorporators, have the same rights and powers as the persons named in the articles of association. SEC. 15. BY-LAWS. The power to make, alter and repeal by-laws shall be in the inccrporators until the final adjournment of the first meeting and there- after in the stockholders. Any corporation may, however, in its articles of association, confer such power in whole or in part upon its directors. SEC. 16. FILING NAME AND ADDRESS OF TREAS- URER. APPOINTMENT OF RESIDENT ATTORNEY. Every corporation shall file in the office of the secre- tary of state the name and address of its treasurer forthwith upon the election of such treasurer, if he be a resident of this state; and if such treasurer be not a resident of this state or if he remove therefrom, such 15 corporation shall forthwith upon the- election or re- sa,e subject. moval from the state of such treasurer appoint by written power some competent person resident in this state as its resident attorney with authority (until the election of a resident treasurer and the filing of his name and address as aforesaid) to accept service of process against such corporation in this state, and upon whom (until such election and filing) all pro- cess, including the process of garnishment, against such corporation in this state may be served. Such power of attorney shall be forthwith filed in the office of the secretary of state. If such resident Newa PPO mt- attorney shall die, resign or remove from the state, such corporation shall forthwith make a new appoint- ment as aforesaid and forthwith file such power of attorney in the office of the secretary of state. No such power of attorney shall be revoked until after a like power shall have been given to some other com- andmed given petent person resident in this state and filed as afore- said. Service of process upon such resident attorney shall be deemed sufficient service upon the corpora- tion. Any corporation which shall neglect or fail to Penalty for file the name and address of its treasurer, or to appoint a resident attorney and file such power of attorney in a\ torney f . the office of the secretary of state as above provided for a period of thirty days shall be liable to a penalty of not exceeding five hundred dollars. A corporation First filing which has filed the name and address of its treasurer as above provided need not file the same again upon the re-election of such treasurer. A corporation which has appointed a resident attorney and filed the power of attorney as above provided need not make a new appointment or file a new power of attorney upon the re-election of a non-resident treasurer or the election of a new non-resident treasurer. Upon the 16 Fee for filing $2.00. Secretary of state to fur- nish and deliver blanks for filing name and address of treasurer; also copy of Section 16 of this act. Corporation not relieved by failure so to do. Place of busi- ness or prin- cipal office to be in this state. filing of any power of attorney required by this section the fee prescribed by Section 86 hereof shall be paid. SEC. 17. SECRETARY OF STATE TO DELIVER BLANKS FOR FILING NAME AND ADDRESS OF TREAS- URER. Whenever the certified duplicate of any articles of association is issued by the secretary of state in accordance with the provisions of Section 10 hereof, he shall at the same time deliver therewith a blank to be used for filing the name and address of the treasurer of the corporation in compliance with the provisions of Section 16 hereof, together with a copy of said Section 16; but failure to do so on the part of the secretary of state shall not relieve the corporation of the penalty prescribed in said Section 16 for failure to file such name and address. SEC. 18. PLACE OF BUSINESS OR PRINCIPAL OFFICE. Every corporation shall maintain a place of business or principal office in this state. Directors and officers, num- ber of, how determined. Qualifications and terms of, how deter- mined. First board of directors, and officers, may be elected, how and when. OFFICERS AND DIRECTORS. SEC. 19. BOARD OF DIRECTORS AND OFFICERS. ELECTION, QUALIFICATION, ETC. Every corporation may have a board of directors of such number and such officers as the charter, articles of association or by-laws of the corporation may prescribe. (The qualifications, terms of office, manner of election and powers and duties /of the directors and officers, respectively, may, subject to the provisions of this act, be prescribed by the charter, articles of associa- tion or by-lawsT/ The first board of directors and first officers of a corporation may be elected by the incorporators at the first meeting of the corporation, or at any adjournment thereof. Unless otherwise provided in the charter, articles of association or 17 by-laws, the directors and officers of a corporation shall hold office until their successors are respectively elected and qualified. Officers or directors need not officers and be stockholders unless the charter, articles of asso- 5 otbe stock- holder*, except ciation or by-laws so require. Every corpora- tion may, by its articles of association or by-laws, divide its directors into classes and prescribe the terms of office of the several classes. Unless other- vacancies, how wise provided in the by-laws, vacancies in the board fi of directors and officers may be filled by the board of directors. / SEC. ^0. POWERS OF DIRECTORS. EXECUTIVE Directors, COMMITTEE. The board of directors may exercise F all the powers of the corporation, except s.uch as are conferred by law, or by the charter, articles of asso- ciation or by-laws of the corporation, upon the stockholders. Where a corporation has by its Executive . .. . committee, articles of association or by-laws provided for an how elected. executive committee, it shall be elected from and by the board of directors. To such committee may Power deie- be delegated any or all of the powers of the board of directors to the extent authorized by the articles of association or by-laws. SEC. 21. VALIDITY OF CONTRACT BY CORPORA- TION IN CASE OF INTERESTED OR INTERLOCKING DIRECTORS. Any corporation may contract for any nt c t t i < lawful purpose with one or more of its directors or ^ th directors - with any corporation having with it a common director or directors, if the contract is entered into in good faith and is approved or ratified by a majority vote at any meeting of its board of directors: Pro- vided, that the contracting or common director or directors shall not vote on the question and shall not be counted in ascertaining whether or not a quorum is present for this purpose at the meeting. A contract 18 same subject, made in compliance with the foregoing provisions shall be 'voidable by the corporation complying with said provisions only in case it would be voidable if made with a stranger. MEETINGS. Stockholders' meetings, by- laws inuy fix time and place for holding, etc. Meetings to be held within this state. Stockholders, voting powers of. Proxy. Cumulative voting. SEC. 22. STOCKHOLDERS' MEETINGS. The by- laws may fix the time and place of holding all meet- ings of stockholders and the manner of calling and of conducting the same. The existence of any corporation shall not be impaired by a failure to hold an annual meeting for the election of directors or officers or a failure to elect directors or officers at the time prescribed by the charter, articles of asso- ciation or by-laws of the corporation; but such election may be had at a subsequent meeting duly called and held for that purpose. All meetings of stockholders shall be held within this state. SEC. 23. VOTING POWERS OF STOCKHOLDERS. PROXIES. CUMULATIVE VOTING. Unless otherwise provided in the charter or articles of association, each stockholder shall at every meeting of the stock- holders be entitled to one vote in person or by proxy for each share of the capital stock held by him. However, if the charter or articles of association so provide, at all elections of directors each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may dis- tribute them among the number to be voted for or any two or more of them, as he may see fit, which right, when exercised, shall be termed cumulative voting. SEC. 24. VOTING RIGHTS OF FIDUCIARIES AND 19 PLEDGEES. A person holding stock in a fiduciary capacity shall be entitled to vote the same. In the case of stock held jointly by two or more executors, administrators, guardians, conservators, trustees or other fiduciaries, such fiduciaries may designate in writing one or more of their number to represent such stock and vote the same, unless there is a pro- vision to the contrary in the instrument, if any, defining their powers and duties. A person whose stock is pledged shall be entitled to vote thereon until said stock is transferred on the books of the corporation to the pledgee, and thereafter the pledgee shall be entitled to vote the same. SEC. 25. CORPORATION NOT TO VOTE OWN STOCK. No corporation shall directly or indirectly ownstock - vote upon any share of its own capital stock. SEC. 26. DIRECTORS' MEETINGS. WHERE HELD. Directors may meet within or Meetings of the board of directors may be held ^ ui this within or without this state. SEC. 27. MEETINGS CALLED BY JUSTICE OF SUPERIOR OR DISTRICT COURT. If by reason of the justice of death or absence of the officers of a corporation or may issue other cause there is no person duly authorized to call a legal meeting of stockholders or directors, or if the ing ' when officer whose duty it is to call such meeting neglects after request, or without just cause refuses to do so, a justice of the superior court or of any district court may, with or without notice, in his discretion, upon written application of any stockholder or director, issue a warrant to such applicant directing him to call such meeting by giving due notice thereof. STOCK,- - SEC. 28. KINDS AND CLASSES OF STOCK. Every stock> creation of one or more corporation may create one or more classes of stock classesof 20 Same subject. Stock, issue of with par value, etc. Consideration for, how paid or delivered. Stock, with par value, issue of, at less than par, and for certain considerations. Resolution authorizing such issue. with such preferences, voting powers, restrictions and qualifications as shall be fixed in the articles of association or charter. SEC. 29. ISSUE OF CAPITAL STOCK WITH PAR VALUE AND PAYMENT THEREFOR. Any corporation may issue capital stock with par value either for cash, or for services, personal property, tangible or intangible, or real estate; and the stock so issued shall be full-paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payments under the provisions of this act. The consideration for stock so issued shall be paid or delivered at such time or times and in such in- stallments as shall be determined by or in pursuance of the vote authorizing its issue. SEC. 30. ISSUE OF CAPITAL STOCK WITH PAR VALUE AND PAYMENT THEREFOR. ALTERNATIVE METHOD. Any corporation may issue capital stock with par value for cash at less than par, or for services, personal property, tangible or intangible, or real estate, in the following manner : A. The incorporators at their first meeting or the stockholders at any meeting duly called for such purpose shall pass a resolution authorizing the issue of stock for cash at not less than a specified price, or for certain specified services or property, stating the value at which such services or property are received or to be received by the cor- poration; such resolution shall require the af- firmative vote of a majority of the incorporators or of a majority in interest of all of the capital stock (or, if two or more classes of stock have been issued, of a majority in interest of each class * 21 of stock) issued and outstanding and entitled to same subject. vote; or said resolution may be passed by the board of directors when said board is authorized so to do by the aforesaid affirmative vote of the incorporators or stockholders. B. Before the issue of any such stock authorized statement to be executed as aforesaid, the president or vice-president and the under oath - treasurer or assistant treasurer, and a majority of the directors (if the corporation has directors), shall execute under oath a statement in such form as may be prescribed or permitted by the secretary of state, setting forth: I. the total amount of stock to be issued; SSUtTo^t II. the amount of such stock to be issued forth * respectively, (a) for cash, if any (and the specified price per share) ; (b) for services, if any (with a statement of their nature and character); (c) for real estate, if any (with a description thereof in sufficient detail to permit its identifica- tion) ; (d) for personal property, if any (with a descrip- tion thereof in like detail) ; and III. the values at which such services, real estate and personal property, respectively, are received or to be received by the corporation. C. Such statement shall be filed in the office of the statement to secretary of state, accompanied by the payment of the fee prescribed by Section 86 hereof. Fee * 2 - 00 - D. When such statement has been filed and the stock may fee therefor paid as aforesaid, and the consideration for which such stock was authorized to be issued has been received, the corporation may then, but not until then, issue the stock, and upon the terms, mentioned in said statement. 22 Stock so issued at less than par, etc., to be full paid and non-assessable. Liability for stock issued under the pro- visions of this section. , Certificates of stock issued under the pro- visions of this section, to con- tain what state- ment. Stock, issue of without par value, etc. If and when the foregoing provisions of this section have been complied with, such stock, so issued, even though the price thereof, or the value at which such consideration was received by the corporation, is less than its par value, shall be full-paid and not liable to any further call or assessment whatsoever, and the holders thereof shall not be liable for any further pay- ments under the provisions of this act or other- wise. Whenever any corporation shall issue any capital stock under the provisions of this section, the capital of the corporation, at the time of such issue, repre- sented by such stock shall, for the purposes of Sections 38 and 42 hereof, be deemed to be the aggregate amount of (a) the cash for which any such stock was authorized to be issued and (b) the values at which the services and property, for which any such stock was authorized to be issued, were received by the corporation. All certificates for stock issued under the pro- visions of this section shall contain a statement reading substantially as follows, viz: "The stock represented by this certificate was issued under Section 30 of the General Corporation Law." No certificate of stock shall be issued by any corporation representing both stock issued under this section and stock issued under any other provision of this act or of any other law. SEC. 31. STOCK WITHOUT PAR VALUE. Any cor- poration may in its articles of association provide that all or any one or more classes of its stock of whatever kind (other than stock preferred as to dividends or principal, or both), shall have no par value. I Every share of such stock without 23 par value shall be equal in all respects to every other same subject. share of the same class./ Such stock may be issued by the corporation from time to time for such consideration, consisting of cash, services, personal property, tangible or intangible, or real estate, as may be fixed from time to time by the board of directors pursuant to authority conferred in the articles of association, or if such articles shall not so provide, then by the vote of the holders of a majority of each class of stock then outstanding and entitled to vote given at a meeting called for that purpose in such manner as shall be prescribed by the by-laws, and any and all such shares so issued, the full consideration for which has been paid or delivered, shall be deemed full-paid stock and not liable to any further call or assessment thereon, and the holder of such shares shall not be liable for any further payments thereon. In any case in which the law requires that the par TO be stated r that stock is value of the shares of stock of a corporation shall be ^g^g?* stated in the articles of association or any certificate or other paper, it shall be stated in respect of such shares that they are without par value, and where- ever the amount of stock, authorized, issued, out- standing or paid in, is required to be stated, the number of shares authorized, issued, outstanding or paid in shall be stated, and it shall also be stated that they are without par value. SEC. 32. CERTIFICATE OF PAYMENT OF CAPITAL certificate o . . stating amount STOCK. Ihe president or vice-president with the treasurer or secretary of every corporation shall, where?tft n er and within thirty days after written request by any quest!" 1 ' creditor or stockholder of the corporation, execute under oath and file in the office of the secretary of state a certificate stating the amount of the capital 24 filed, when. proceedings and punish- stock of said corporation paid in: Provided, that g^^ cer tificate need not be so made or filed unless the corporation has issued additional capital stock or received payment on account of its capital stock since the filing of the last certificate under the provisions of this section. If any of the said officers to file sna ^ ne gl ec t or refuse to perform the duties required wl e e r qS c rel e of them by this section for thirty days after such written request, the superior court may, ex parte, upon application of any such creditor or stock- holder, order such officers to file such certificate within a time to be fixed in such order, and, in case said order is not complied with, said court may punish the delinquent officers as for contempt of court. SEC. 33. SHARES OF STOCK DEEMED TO BE PER- soNAL PROPERTY. STOCK CERTIFICATES. The shares of stock in every corporation shall be deemed to be personal property except in the case of a cor- poration created by special act whose charter other- wise provides. Every stockholder shall be entitled to . . a certificate or certificates signed by the officers desig- nated for that purpose in the by-laws of the corpo- ration, and in the absence of any such designation, by the president or vice-president and the treasurer or secretary, certifying the number of shares owned by him in the corporation. If the corporation has two or more classes of stock, each such certificate shall designate the class of stock to which such shares belong. If any shares are without par value every certificate for any such shares shall state such fact. If the shares represented by any such certificate were issued under the provisions of Section 30 hereof, such certificate shall contain the statement required by said section. er e ty?eJcep r t op " stock certificate. 25 SEC. 34. EIGHTS OF STOCKHOLDERS TO SUBSCRIBE FOR NEW STOCK. Except as otherwise provided in sub c scribefo 8 r to the articles of association or charter of the corpora- tion, all the stockholders shall have the right to subscribe for any new capital stock issued by the corporation in proportion to their respective holdings of stock at the time of such issue: Provided, how- ever, that, except as aforesaid, in case any class of stock shall at the time of such new issue of capital stock be not entitled to vote and shall be entitled to preferred dividends at a fixed rate and no more and shall be entitled to a preference in case of the liquidation of the corporation and to receive a fixed amount per share upon such liquidation and no more, the holders of such class of stock shall not be entitled to subscribe for any new stock of any other class that may be issued by the corporation, but the other stockholders shall have the sole right to sub- scribe for such n.ew stock in proportion to their respective holdings. Nothing in this section con- tained shall be held to impair stockholders' rights existing at the time this act takes effect. SEC. 35. STOCK LEDGER. The original or dupli- stock ledger or r duplicate, to be cate stock ledger, containing the names and ad- dresses of all the stockholders and the number of shares held by them respectively, shall at all times be kept at the place of business or principal office of the corporation or of its transfer agent in this state, and said original or duplicate stock ledger shall be evidence in all courts. SEC. 36. LOST CERTIFICATES. The directors of a , ,. . cate of stock, corporation may, unless otherwise provided by the J g h d andhow by-laws, determine the conditions on which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost or Uniform stock Transfer act. 26 Bond may be destroyed. They may in their discretion require the required. J ^ person claiming to be the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the corporation to indemnify it against any loss or claim which may arise by reason of the issue of the certificate in place of such lost or destroyed certificate. Nothing herein contained shall be held to impair or abridge the remedy provided by the Uniform Stock Transfer Act. STOCKHOLDERS' AND DIRECTORS' LIABILITY. Itoc b khofders ^ Ec - ^7. LIABILITY OF STOCKHOLDERS FOR b r SS lypaid " PARTLY PAID-IN STOCK. When the whole issued capital stock of a corporation shall not have been paid in, and the assets shall be insufficient to satisfy its debts and obligations, each stockholder shall be bound to pay on each share held by him the sum necessary, if any, to complete the amount of the par value of such share as fixed by the charter or articles of association, or such proportion of that sum as shall be required to satisfy the debts and obligations of the corporation; in the case of stock without par value this liability shall be limited to the unpaid balance, if any, of the consideration for which such stock was issued by the cor- poration; in case any stock is issued under the provisions of Section 30 hereof before the full con- sideration for which said stock was authorized to be issued has been paid or delivered to the corporation, such liability shall be limited to the unpaid balance of such consideration. No stockholder shall be liable as such for any payment on his stock or for any debt of the corporation, in the case of stock having a 27 par value after the par value of his stock has been same subject. paid in, and in the case of stock without par value or stock issued in accordance with the provisions of Section 30 hereof, after the payment of the con- sideration for which such stock was issued by the corporation. No stockholder shall be liable for any debt of the corporation contracted after he ceases to be the holder of record of such unpaid stock. Neither a purchaser of such unpaid stock without notice that the same is not full-paid nor any transferree of such stock subsequent to him, shall be subject to the liability hereinbefore created. No note or other obligation of any stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock. Such liability of any stockholder may be enforced Liability, how by an action of the case or by a bill in equity brought by the corporation or by its receiver, assignee or trustee in bankruptcy, but only in case such action or bill is brought during such stockholder's record ownership of unpaid stock or, where such liability continues after a transfer of such stock, within six years after such transfer has been recorded on the corporation's books; and such liability may be en- forced by any creditor of the corporation by an action of the case or bill in equity, but only after judgment or decree has been obtained by such creditor against the corporation and execution on such judgment has been returned unsatisfied in whole or in part, or said decree has not been complied with, and only in case proceedings to obtain such judgment or decree against the corporation are commenced during such owner- ship or within said period of six years and such pro- ceedings against the stockholder are . commenced 28 Same subject. Liability of stockholder for unlawful divi- dends, etc. Liability, how enforced. within one year after the return of the execution or the expiration of the time for payment, as fixed by said decree. SEC. 38. LIABILITY OF STOCKHOLDERS FOR UN- LAWFUL DIVIDENDS, ETC. If any dividend shall be paid to the stockholders except from the surplus or net profits of the corporation, or if any part of the capital of the corporation shall be divided, with- drawn, or in any way paid to the stockholders, or any of them, except in accordance with the provisions of Section 53 hereof, the stockholders who receive any such dividend or any such part of the capital of the corporation shall be liable for the debts and obligations of the corporation to the extent of the amount so received with interest. Such liability of any stockholder may be enforced by an action of the case or by bill in equity brought by the receiver, assignee or trustee in bankruptcy of the corporation, but only in case such action or bill is brought within six years after the receipt by such stockholder of such dividend or such part of capital; and such liability may be enforced by any creditor of the cor- poration by an action of the case or bill in equity, but only after judgment or decree has been obtained by such creditor against the corporation and execution thereon has been re- turned unsatisfied in whole or in part, or said decree has not been complied with, and only in case pro- ceedings to obtain such judgment or decree against the corporation are commenced within said period of six years and the subsequent proceedings against such stockholder are commenced within one year after the return of the execution or the expiration of the time for 'payment as fixed by said decree. SEC. 39. SUIT OF STOCKHOLDER FOR CONTRIBU- how 29 TION. Any stockholder who shall pay on a judgment or otherwise more than his just and equitable pro- portion of any debt of the corporation for which he is liable, may, within two years after such payment, proceed in the superior court in equity for con- tribution against any one or more of the other stock- holders who were originally liable with him for the payment of said debt. SEC. 40. STOCK HELD BY FIDUCIARY OR PLEDGEE. Estate of , , , . , . . stockholder to -No person holding stock in any corporation as be subject to J liability, when. executor, administrator, guardian, conservator or trustee, or in any other fiduciary capacity, and no person holding such stock as collateral security shall be personally subject, by virtue of such stock, to any liabilities as a stockholder of such corporation; but the estates and funds in the hands of any such fiduciary shall be subject to any such liabilities; and the person pledging stock as collateral security shall be subject to the liabilities of a stockholder as if said stock had not been pledged. SEC. 41. LIABILITY OF DIRECTORS FOR UNLAW- Liability O f . directors for FUL DIVIDENDS. The directors of a corporation shall not make dividends except from its surplus or net profits, nor divide, withdraw or in any way pay to the stockholders, or any of them, any part of the capital of such corporation, except in accordance with the provisions of Section 53 hereof. In case of Liability, how . . , , . . , . - enforced. any intentional or negligent violation of the fore- going provisions of this section, the directors voting therefor shall be jointly and severally liable to the receiver, assignee or trustee in bankruptcy of such corporation in an action of the case brought within six years after such violation, to the full amount by which the capital is impaired by such dividend or to the full amount of capital so divided, withdrawn 30 Same subject. Liability of officers and directors for loans to officers, directors, or stockholders. Liability, how enforced. Liability of officers and directors for false certifi- cates, etc. or paid out, with interest on the same from the time such liability accrued. SEC. 42. LIABILITY OF OFFICERS AND DIRECTORS FOR LOANS TO OFFICERS, DIRECTORS OR STOCK- HOLDERS. No loan of the funds of any corporation shall be made to any officer, director or stockholder^ If any such loan shall be made, the officers and direc- tors making the same or consenting thereto shall, until such loan is repaid, be jointly and severally liable to the corporation in an action of the case to the full amount of such loan with interest. SEC. 43. ENFORCEMENT OF LIABILITY OF DIREC- TORS AND OFFICERS AT SUIT OF STOCKHOLDER. Whenever any director or officer of any corporation shall be liable to the corporation under the provisions of Section 42 hereof, any stockholder may bring and prosecute a suit in the name and for the benefit of the corporation to enforce such liability, if the corporation shall refuse or neglect to bring such a suit for two months after being requested in writing so to do; or if having brought such suit, the corpora- tion shall fail to prosecute the same with diligence, any stockholder may, in the discretion of the court, be permitted to intervene as a party plaintiff. SEC. 44. LIABILITY FOR FALSE CERTIFICATES, ETC. If the officers or directors of any domestic or foreign corporation shall make any certificate, affidavit, statement or report required by Sections 30, 32, 54, 65 or 68 hereof which is false and which at the time of signing the same they know to be false in any material representation, the officers and directors signing such certificate, affidavit, statement or report knowing it to be false as aforesaid shall be jointly and severally liable for two years thereafter for all debts of the corporation then existing or 31 incurred within one year after the making of such certificate, affidavit, statement or report. Such liability may be enforced by any person whose debt was incurred before the expiration of said period of one year by an action of the case or bill in equity against any such officer or director, but no such action or bill shall be brought until a judgment has been entered against such corporation and execution thereon has been returned unsatisfied in whole or in part, or such corporation has been adjudicated bankrupt or adjudged insolvent or a permanent receiver of such corporation has been appointed. SEC. 45. SUITS BY DIRECTORS OR OFFICERS FOR suit by officer CONTRIBUTION. Any director or officer of any cor- contribution? 1 " J f how brought. poration who shall pay on a judgment or otherwise more than his just and equitable proportion of any 9 amount for which he is liable under the provisions of Section 42 hereof may, within two years after such payment, proceed in equity for contribution against any of the other directors or officers who were originally liable with him for the payment of such amount, and may recover against each of them their just and equitable proportion thereof. SEC. 46. ACTION AGAINST DIRECTOR, ETC., SHALL survival of .... certain actions. SURVIVE. Except as otherwise provided in this act any right of action against any officer, director or stockholder of a corporation arising from any liability or penalty created or imposed by the provisions of this act shall survive the death of such person; and the right of contribution provided by this act shall exist in favor of the estate of such officer, director or stockholder. SEC. 47. SUIT SHALL NOT ABATE BY REASON OF suit against -->. TH TVT T officer, director DEATH, ETC. No suit against any officer, director ^ ot st t c ^ 1 t d e er or stockholder for any liability or penalty created or death ason of 32 Same subject. Stockholders' action against corporation for debt paid. Stockholders' limit of lia- bility for debts, etc., of the corpora- tion. imposed by the provisions of this act shall abate by reason of his death, but his estate shall be liable in the hands of his executor or administrator, who may voluntarily appear or who may be summoned by the plaintiff to defend the suit. SEC. 48. ACTION AGAINST CORPORATION FOR DEBT PAID. When any stockholder as such shall pay any debt of a corporation for which he is made liable by the provisions of this act, he may recover the amount so paid in an action of the case against the corporation for money paid for its use, in which action only the property of the corporation shall be liable to be taken, and not the property of any stockholder. SEC. 49. LIMITATION OF LIABILITY. The stock- holders of any corporation shall be subject to in- dividual liability for its debts and other obligations in the cases and to the extent provided in this act and not otherwise. Articles of association may be amended in what par- ticulars. AMENDMENT OF CHARTER AND ARTICLES OF ASSOCIATION. REDUCTION OF ISSUED CAPITAL STOCK. SEC. 50. AMENDMENT OF ARTICLES OF ASSOCIA- TION. Any corporation may from time to time when and as desired amend its articles of association, either by addition to its corporate powers and purposes, or by diminution thereof; or by substituting other powers and purposes, in whole or in part, for those set forth in its articles of association; or by changing its corporate name; or by increasing or decreasing its authorized capital stock, or any class thereof; or by changing the number and par value of the shares of its capital stock or of any class thereof; or by providing for stock having no par value; 33 or by otherwise changing the kinds, classes same subject. and voting powers of its capital stock; or by making any other lawful change or alteration in its articles of association that may be desired: Provided, that no such amendment, change or alteration shall con- tain any provision which could not lawfully be con- tained in original articles of association under this title filed at the time of filing such amendment. Unless otherwise provided in the articles of asso- t Y v h e a * a t f r 7 a " ciation, every such amendment shall require the affirmative vote of the following proportion of the stockholders, passed at a meeting duly called for the purpose: (a) Where trie amendment gives to the corpora- unanimous. tion the lien or right of pre-emption mentioned in Section 8 hereof or where the amendment changes the rights or preferences of any class of stock, the unanimous vote of the stockholders of each class affected by such amendment. (b) Where the amendment increases or decreases Majority. the authorized capital stock of the corporation, changes the par value of the shares of its capital stock or the location of its place of business or prin- cipal office in this state, the vote of a majority in interest of the stockholders of each class entitled to vote. (c) In all other cases, the vote of two-thirds in Two-thirds. interest of the stockholders of each class entitled to vote. SEC. 51. FILING AMENDMENT WITH SECRETARY Form of OF STATE. An original and a duplicate of any dSpuSJteii , amendment of amendment adopted in accordance with the pro- visions of Section 50 hereof, with a statement showing that the same has been duly adopted by vote of the stockholders and the date of such adoption, signed 34 Same subject. Secretary of state to de- liver certified duplicate amendment. Fee, $2.00. Fee for in- creased capital stock to be paid to general treasurer. Issuance of duplicate, to make amend- ment effectual. Charter of cor- poration created by special act, may be amended, how. What fee to be paid to the general treas- urer in case of increase of capital stock. and sworn to by the president or vice-president and the secretary or assistant secretary of said corpora- tion and under its corporate seal, shall be filed in the office of the secretary of state, who shall upon the payment to him of the fee prescribed by Section 86 hereof certify said duplicate and issue the same to the corporation. In case of an increase in the au- thorized capital stock such corporation shall pay to the general treasurer for the use of the state the fee prescribed by Section 85 hereof, and shall file the certificate of the general treasurer as to such pay- ment with said original and duplicate of such amend- ment in the office of the secretary of state, and the filing of such certificate shall be a condition precedent to the issuance of said duplicate. Upon the issuance of said duplicate the articles of association shall be thereby amended accordingly. SEC. 52. AMENDMENT OF CHARTER OF CORPORA- TIONS CREATED BY SPECIAL ACT OF GENERAL ASSEMBLY. Any corporation created by special act of the general assembly, which might be organized under this title, whose charter is subject to amend- ment or repeal at the will of the general assembly, may make any amendment to its charter that corporations organized under the provisions of this title may make to their articles of asso- ciation under Section 50 hereof; and the proposed amendment shall be effected and evidenced in the same manner, by the same vote and upon the same terms and conditions as are prescribed in Sections 50 and 51 hereof, except that the fee to be paid to the general treasurer in the case of an increase of capital stock of such corporation shall be that prescribed by Section 87 hereof. SEC. 53. REDUCTION OF ISSUED CAPITAL STOCK. 35 Any corporation may reduce its issued capital stock at any time, by a vote of a majority in interest of each reduced class of its stockholders having the right to vote upon such question at a meeting duly called for that purpose, and by complying with all the requirements of its charter or articles of association relating thereto; such vote shall set forth the amount of such proposed reduction and the manner in which it shall be effected; a copy of such vote signed and sworn to by the president or vice-president and secretary or assistant secretary of said corporation and under its corporate seal shall be filed in the office of the sec- retary of state, and such reduction shall not take effect until a copy of such vote shall be filed as aforesaid. Such reduction may be effected by re- Reduction, how tiring or reducing any class of stock, or by drawing the necessary number of shares by lot for retire- ment, or by the surrender by every stockholder of his shares and the issue to him in lieu thereof of a decreased number of shares, or by the purchase of certain shares for retirement, or by retiring shares owned by the corporation, or by reducing the par value of shares. Xo reduction of issued capital stock which reduces J^^^ the assets of the corporation shall be made if the maVe? when. corporation would thereby be rendered insolvent. No such reduction of issued capital stock shall affect stockholder's the liability of any stockholder imposed under the provisions of this act. ANNUAL REPORT. SEC. 54. ANNUAL REPORT. Every foreign cor- Reports of poration carrying on business in this state and every domestic corporation shall file in the office of the S l (nnuaii y e A in February. secretary of state, during the month of February 36 Report, what to set forth. Fee for filing $2.00. Liability for failure to file report. Blank forms for such reports to be mailed by secretary of state etc. Annual reports to be filed and indexed by the secretary of state. in each year, a report signed and sworn to by the president or vice-president and the treasurer or secretary, setting forth: 1. the name of the corporation; 2. the location (town or city, street and number, if number there be) of its place of business or principal office in this state; 3. the character of its business; 4. the amount of its authorized capital stock and the amount actually issued and outstanding, stating separately in each case the amount of each class of stock; 5. the names and addresses of all the directors and officers of the corporation and the dates when their respective terms of office expire; 6. the name and address of the resident attorney of the corporation, in case the treasurer is not a resident of this state and in the case of a foreign cor- poration; 7. the date appointed for the next annual meeting of the stockholders. Such corporation shall at the time of filing said report pay to the secretary of state the fee pre- scribed by Section 86 hereof. If such report is not so made and so filed, the cor- poration in default shall be liable to a penalty of not exceeding two hundred dollars. The secretary of state shall on or before the first day of February in each year mail to every corpora- tion required to file such a report a blank in proper form for the same, but the failure of any corporation to receive such blank shall not relieve it from its duty to file such report. The secretary of state shall safely keep in his office all such reports and shall prepare 37 an alphabetical index thereof, which reports and index shall be open to the inspection of all persons at proper hours. Reports and index to be nPTQnriQ qf open to public perbOIlfe d/t inspection. SALE, LEASE OR EXCHANGE OF ENTIRE ASSETS. SEC. 55. SALE, LEASE OR EXCHANGE OF ENTIRE corporation ~ may sell, lease, ASSETS OF CORPORATION, VOTE REQUIRED FOR. Any corporation which might be organized under this title, if the holders of two-thirds of each class of its capital stock outstanding vote therefor at a meeting of its stockholders duly called for that purpose, may sell, lease or exchange, all or sub- stantially all of its property and assets, including good will, upon such terms and conditions as it deems expedient: Provided, that the articles of association may provide that such sale, lease or exchange may be made only upon the vote of a larger proportion of the stockholders; and pro- vided, Jurther, that nothing herein contained shall exempt any corporation from the operation of Chapter 387 of the Public Laws, passed at the January session, A. D. 1909. SEC. 56. PROCEDURE AS TO DISSENTING STOCK- stockholder T . . , ,, , deemed to have HOLDERS. In case any corporation shall, in accord- consented to . . . such sale, lease, ance with the provisions of Section 55 hereof, sell, etc wh " en lease or exchange all or substantially all its property, assets and good will, every stockholder in such cor- poration who either in person or by duly authorized proxy shall have voted in favor of such sale, lease or exchange shall be deemed thereby to have con- sented to such sale, lease or exchange and shall be bound thereby so far as his shares in such corporation are concerned; and every stock- holder who shall not have so voted shall be deemed 38 Stockholder deemed to have dissented, when. Procedure against such dissenting stockholders for appoint- ment of an appraiser. Appointment of an appraiser, etc. Dissenting stockholder may file peti- tion for ap- pointment of an appraiser, when. to have objected to and dissented from such sale, lease or exchange; and such corporation shall, as soon as may be after the date of the delivery of the instrument of transfer, lease or exchange, file a peti- tion in equity in the superior court sitting in or for the county where the corporation filing the petition is located, against all such dissenting stockholders for the appointment of an appraiser to ascertain the full and fair value of their shares and for the entry of a decree ordering the corporation to pay to such dissenting stockholders the value of their shares so found. Notice of said petition shall be given by citation to dissenting stockholders residing within this state and shall be served in the same manner as are subpoenas in equity, at least ten days before the return day. Notice either by pub- lication or otherwise shall be given to all other dis- senting stockholders in such manner as the court having jurisdiction shall determine. Upon the return day of the citation or on such later day to which said petition may be referred, the court shall appoint some disinterested person to appraise the full and fair value of the shares of the dissenting stockholders without appreciation or depreciation on account of such sale, lease or exchange. Said appraiser shall first be sworn to the faithful and impartial discharge of his duties and shall then proceed to hear said parties and their witnesses with the same powers and accord- ing to the same rules as are vested in and bind a master in chancery, and shall as speedily as may be report to the court. In case the said petition is not filed by said corporation within thirty days after the date of the delivery of the instrument of transfer, lease or exchange, as the case may be, any dissenting stockholder may file such a petition 39 S for his own benefit and the benefit of all other dis- same subject. senting stockholders, making said corporation a party respondent, and a petition so filed shall have the same effect and shall proceed in the same manner as if the same were filed by said corporation. Any ^ptjon to interested party may except to the appraiser's a pp raiser - report, and such exception shall be heard by the superior court, which shall enter such decree as the circumstances may require. Any interested party Appeal - may, within ten days after the entry of the court's decree on said report, appeal therefrom to the supreme court. Such appeal shall be subject to the same rules as are appeals in equity. When Execution said decree shall have become final, the court how issued -' making the same shall issue execution thereon in the same manner as executions are issued in equity, corporation to Said corporation shall pay the appraiser's fees and Fe^sandcoS. 9 all other taxable costs, and execution may issue therefor in the manner aforesaid. Any dissenting stockholder may at any time prior stockholder . " may withdraw to the filing of the report of the appraiser withdraw Jj^Jj 8 "*' his dissent and give his assent to such sale, lease or exchange. The debts and other obligations of the corporation priority of *\ debts of the making such sale, lease or exchange shall have corporation. priority over the rights of its dissenting stockholders. DISSOLUTION AND APPOINTMENT OF RECEIVER. SEC. 57. DISSOLUTION OF CORPORATION AND Domestic >r- poration may APPOINTMENT OF RECEIVER. WHEN PERMITTED. be dissolved uncl receiver PROCEDURE. Whenever any domestic corporation of the class to which this title applies as provided in Section 3 hereof, or any domestic corporation of any class specified in paragraph (2) of Section 3 hereof, 40 same subject, except Si quasi-municipal corporation, bank, savings bank, trust company, or loan and investment com-, pany is insolvent, or whenever by reason of fraud, negligence, misconduct, or continued absence from the state of the executive officers of any such cor- poration, or whenever by reason of the neglect, refusal or omission by the stockholders of any such corporation for an unreasonable time to hold meetings or attend to its concerns, the estate and effects of such corporation are being misapplied or are in danger of being wasted or lost, or whenever any such corporation has done or omitted to do any act, which act or omission is ground for the forfeiture of its charter, or whenever the holders of one-half or more of all the outstanding capital stock of any such cor- poration shall have voted to dissolve said corpora- tion, the superior court may, upon the petition of any stockholder or creditor of such corporation, and upon such reasonable notice as the court may pre- scribe, decree a dissolution of such corporation and appoint a receiver of its estate and effects, or may decree such dissolution without appointing a re- ceiver, or may appoint such receiver without de- be e appoLTed y creeing a dissolution. Whenever any corporation for foreign cor- . Snd a how' when incorporated under the laws of any other state which has capital stock and which has any estate or effects in this state is insolvent, or whenever by reason of the fraud, negligence or misconduct of the executive officers of any such corporation, or whenever by reason of the neglect, refusal or omission by the stockholders of any such corporation for an un- reasonable time to hold meetings or attend to its concerns, the estate and effects of such corporation in this state are being misapplied or are in danger of being wasted or lost, or whenever any such corpora- 41 tion has done or omitted to do any act, which act or omission is ground for the forfeiture of its charter in such other state, or whenever the holders of one-half or more of all the outstanding capital stock of any such corporation shall have voted to dissolve said cor- poration, the superior court may, upon the petition of any stockholder or creditor of such corporation, and upon such reasonable notice as the court may prescribe, appoint a receiver of its estate and effects in this state, and distribute the same in accordance with the equitable rights of the parties. Upon the dissolution of any domestic corporation, or upon the appointment of a receiver for a corporation incor- porated under the laws of any other state, as pro- vided in this section, the clerk of the superior court for the county in which such dissolution is decreed or in which such receiver is appointed shall, within ten days, file with the secretary of state an attested copy of the decree of such dissolution or of the decree appointing such receiver. SEC. 58. POWERS OF RECEIVER. Such receiver Powers of i 11 i i i i receiver. shall take charge of any such corporation s estate and effects of which he has been appointed receiver, and he shall collect the debts and property belonging to it. He shall have power to prosecute and defend suits in its name or otherwise, to intervene in any action, suit, or proceeding relating to such estate or effects, and to appoint agents under him. He shall have power, under the direction of the court, to pre- serve the assets of such corporation, to carry on its business, to sell and convert such assets and prop- erty into cash, to redeem any mortgages, con- ditional contracts, pledges or liens of or upon any such property, refer any controversy or dispute con- cerning any such property to arbitration, com- 42 Same subject. Receiver to pay debts and distribute sur- plus. Superior court to have juris- diction in equity. Bill in equity may be brought in lieu of petition. promise any controversy or dispute concerning any such property, and generally to do all other acts which might be done by such corporation, or that may be necessary for the administration of his trust, according to the course of equity. SEC. 59. RECEIVER TO PAY DEBTS AND DIS- TRIBUTE SURPLUS. The receiver of any such domes- tic corporation shall pay all debts due from such corporation, if the funds in his hands are sufficient therefor; and if not, he shall distribute the same ratably among the creditors who prove their debts in the manner directed by any order or decree of the court for that purpose. If there is a balance remain- ing after the payment of the debts, the receiver shall distribute and pay such balance under the direction of the court in accordance with the equitable rights of the parties. The receiver of any such corporation incorporated under the laws of any other state shall apply and distribute the assets in his hands under the direction of the court in accordance with the equitable rights of the parties. SEC. 60. JURISDICTION OF SUPERIOR COURT IN SUCH PROCEEDINGS. The superior court shall have jurisdiction in equity of the petition and of all questions arising in the proceedings thereon, and may make or enter such orders, injunctions and decrees therein as justice and equity require. SEC. 61. PROCEDURE BY BILL IN EQUITY INSTEAD OF BY PETITION. In every case in which a petition may be brought under Section 57 hereof a bill in equity may in lieu thereof be brought in the superior court for the same relief and for such other relief as the circumstances may require, and the provisions of Sections 57, 58 and 59 hereof, so far as they are con- sistent with the nature of such proceeding, shall 43 apply thereto, and in such proceeding the court shall same subject. have the full powers of a court of equity to make or enter such orders, injunctions and decrees and to grant such relief as justice and equity may require. SEC. 62. EQUITY JURISDICTION NOT IMPAIRED. d2?j is ~ The remedies given by Sections 57 to 61, both in- impail elusive, hereof are intended as cumulative and are not to be taken to limit or abridge the jurisdiction of the court in equity. SEC. 63. CONTINUANCE OF CORPORATIONS AFTER corporation to be continued DISSOLUTION FOR CERTAIN PURPOSES. Every cor- p 3 or a at b e ? y r c c e r r ; poration whose corporate existence expires by any limitation or is terminated by dissolution or other- wise shall nevertheless be continued as a body cor- porate for three years after the date of such expiration or termination for the purpose of prosecuting and de- fending actions, suits or proceedings by or against it and of enabling it to settle and close its affairs, to dis- pose of its property and to distribute its assets, but not for the purpose of continuing the business for which it was established: Provided, however, that no action, suit or proceeding begun by or against any such corporation before the expiration of said three years shall abate because of the termination of said period. FOREIGN CORPORATIONS. SEC. 64. RIGHT TO Do BUSINESS IN STATE. essary for Except as otherwise provided in this act, no foreign corporation, other than an insurance company, shall carry on business in this state until it has complied with the provisions of Sections 65 to 69, both in- clusive hereof. Said sections shall not apply to insurance companies. SEC. 65. FOREIGN CORPORATION MUST FILE WHAT PAPERS AS CONDITION PRECEDENT TO CAR- 44 Foreign cor- poration to pay fee of $25.00_to the general treasurer before carrying on business, etc., in this state. Also file certi- fied copy of its charter, articles of association, and amend- ments. Form of certi- ficate to be also filed. Power of attor- ney to be filed. RYING ON BUSINESS IN STATE. Every foreign cor- poration as a condition precedent to carrying on business in this state, or to enforcing in the courts of this state any contract made within this state, shall pay to the general treasurer for the use of the state the fee prescribed by Section 85 hereof and shall file in the office of the secretary of state: (1) a copy in the English language of its charter, articles of association or other similar organization papers, and all amendments thereto, certified under the seal of the state or country jn which such cor- poration is incorporated by the secretary of state thereof or by the officer having charge of the original record therein ; (2) a certificate signed and sworn to by the presi- dent or vice-president and the treasurer or sec- retary, setting forth : (a) the name of the corporation; (b) the place (town or city, street and number if number there be) where its place of business or principal office in this state is to be located; (c) the character of its business ; (d) the amount of its authorized capital stock and the amount actually issued and outstanding, stating separately in each case the amount of each class of stock; (e) the names and addresses of all the directors and officers of the corporation and the dates when their respective terms of office expire; (f ) the date appointed for the next annual meet- ing of the stockholders; (3) a written power appointing some competent person resident in this state as its attorney with authority to accept service of process against such corporation in this state, and upon whom all pro- 45 cess, including the process of garnishment, against same subject. such corporation in this state may be served, and who, in case of garnishment, when the fees therefor shall have been paid or tendered, shall make the affidavit required by law in such cases, and who shall cause an appearance to be entered in like manner as if such corporation had existed and been duly served with process within this state. Service of pro- cess upon such resident attorney shall be deemed sufficient service upon the corporation. If xewa PP oint- . . mentofresi- such resident attorney shall die, resign or remove dent attorne y- from the state, such corporation shall forthwith file with the secretary of state a further written power appointing some other competent person residing in this state as its attorney for the purpose aforesaid. Xo such power of attorney shall be revoked until after Power O f attor i neynottobe a like power shall have been given to some other competent person resident in this state and filed as J e fii]d given aforesaid. Any such foreign corporation which has Revocation in ceased to carry on business in this state, however, may revoke such power of attorney by a written instrument of revocation filed in the office of the secretary of state; but no such revocation shall be effective as to any liability arising out of any act or omission on the part of the corporation occurring prior to the time when it ceased to carry on business in this state. Upon the filing of any papers required f s e t e t f ^ e fil g g 00 by this section the fee prescribed by Section 86 hereof SST^SLr shall be paid. & a o!> torney ' SEC. 66. STATUS OF FOREIGN CORPORATION CAR- atus0 r RYING ON BUSINESS IN STATE WHEN ACT TAKES EFFECT. Every foreign corporation lawfully carry- ing on business in this state at the date when this act takes effect may continue to do so : Provided, that it shall comply with the provisions of Section 65 46 TO comply with pro vis- Penalty for e^oFa^ , ch ter, to affect validity etc con cts> Annual report, and other Ked when to $2 ee oo or filing hereof within ninety days from said date, but until * J 7 sucn compliance Sections 42 to 47 inclusive of Chapter 300 of the General Laws shaU be deemed to be in force as to such corporation; and provided, further, that such continuance of its business in this state shall not be in conflict with any of the provisions of this act or of any other law of this state. SEC. 67. PENALTY FOR FAILURE OF FOREIGN CORPORATION TO FILE CHARTER, ETC. EFFECT OF SUCH FAILURE UPON CONTRACTS AND RIGHT TO SUE IN COURTS OF STATE. Every foreign corporation which fails to comply with the requirements of Sec- -^j ons 55 an( j QQ hereof, and every officer or agent thereof who transacts business as such in this state, shall, for such failure be liable to a penalty of not more than two thousand dollars. Such failure shall not affect the validity ^ J of any contract with such corporation, but no action at law or suit in equity shall be maintained or recovery had by any such corporation on any con- tract made within this state in any of the courts of this state so long as it fails to comply with the requirements of said sections. This prohibition shall also apply to an assignee of such corporation, and to a person claiming under such assignee or such corpora- tion, except a domestic receiver thereof. SEC. 68. ANNUAL REPORT OF FOREIGN CORPORA- . . . . TION - Every foreign corporation carrying on busi- ness in this state shall each year at the time of filing the annual report required by Section 54 hereof, file in the office of the secretary of state a copy in the English language of all amendments, if any, to its charter, articles of association or other similar organization papers made since the filing of the 47 papers required by Section 65 hereof or of its last annual report, certified in the manner provided in Section 65 and shall pay to the secretary of state the fee prescribed by Section 86 hereof. Every such Penalty f or corporation which fails to comply with the require- p?y with p J t visions of this ments of this section shall, for each such failure, be s liable to a penalty of not exceeding two hundred dollars. SEC. 69. FOREIGN CORPORATION NOT TO CARRY Foreign cor - ON BUSINESS NOT PERMITTED DOMESTIC CORPORA- caS'onVniy . . what business. TION. No foreign corporation shall carry on any kind of business in this state the transaction of which by domestic corporations is not permitted by the laws of this state. SEC. 70. ACT NOT TO APPLY TO BUSINESS WHICH A FOREIGN CORPORATION is AUTHORIZED TO CARRY ON IN STATE UNDER CONSTITUTION OR LAWS OF THE UNITED STATES. Nothing in Sections 64 to 69, both what foreign . . corporations inclusive, hereof shall be construed to apply to any business done in this state by any foreign corpora- tion having authority, regardless of the will of this state, to do such business in this state under the con- stitution or laws of the United States. TITLE HI. LITERARY, SCIENTIFIC AND MIS- CELLANEOUS CORPORATIONS. SEC. 71. APPLICATION OF TITLE III. Except as in this title otherwise provided, this title shall apply to every corporation of each of the classes enumerated in Section 72 hereof, which has been heretofore or shall be hereafter incorporated under any general law of this state or which has been heretofore or shall be hereafter created by any special act of the general assembly of this state, except so far as the provisions of this title are inconsistent with the provisions of any 48 such special act hereafter passed or with the pro- visions of any such special act heretofore passed that are not subject to amendment or repeal at the will TO what class of the general assembly: Provided, that incorpora- tion authorized by an act, entitled " An Act to Incor- porate the Bishop and Vicar General of the Diocese of Hartford, together with the Pastor and two Lay- men of any Roman Catholic Church or Congregation in Rhode Island/' passed at the January session, A. D. 1869, and any acts in amendment thereof or in addition thereto, may be continued to be made thereunder, and nothing in this act contained shall be construed as repealing said acts. classes to SEC. 72. METHOD OF INCORPORATION. All li- which Title III branes, lyceums, fire engine companies, and cor- porations formed for religious, charitable, literary, scientific, artistic, social, musical, agricultural, theatrical or sporting purposes, not organized for business purposes, and all corporations of like nature, shall be created in the following manner: <> r m <>re persons of lawful age shall associate to ardc s fe s c what n io themselves by written articles of association which shall set forth: (1) their agreement to form a corporation: (2) the name by which it shall be known, which name shall not then be in use by any existing cor- poration of this state; Purposes. (3) the purpose or purposes for which it is con- stituted; Location. (4) fa e town or city in which it is to be located. ^ e ar ticles of association may contain any other provisions not inconsistent with law for the conduct and regulation of the affairs of the corporation, or for limiting, defining or regulating the powers of the corporation or of its officers or members. 49 Said articles shall be in duplicate; shall be in the original and. duplicate arti- English language (except the name which shall be tS^iJ5J*| in the English alphabet); and shall be signed and l acknowledged in the manner in which deeds of real estate are required to be acknowledged within this state by all the persons named therein, and each person shall state his residence opposite his name. Both the original and the duplicate of said articles shall be filed in the office of the secretary of state together with the certificate of the general certificate of treasurer that said incorporators have paid into the Js^nSsbeen general treasury for the use of the state the fee pre- paid " scribed by Section 85 hereof. Thereupon, the secre- Duplicate ,. ,.,.,. articles to be tary ot state, upon payment to him by said mcorpora- deiivered a b d tors of the fee prescribed by Section 86 hereof, shall SSlX? deliver to them said duplicate with his certificate paid tc under the seal of the state attached thereto in sub- stantially the following form: " STATE OF RHODE ISLAND AND PROVIDENCE PLAN- tificate for TATIONS. duplicate articles of : I, , secretary of state, a hereby certify that (here insert name of all incor- porators) filed in the office of the secretary of state on (here insert date) an original and a duplicate of the articles of association for forming a corporation under the name of (here insert name of corporation) ; and that the foregoing is the duplicate of said articles of association. "WITNESS my hand and the seal of the State of Rhode Island, this day of in the year ." SEC. 73. FIRST MEETING. How CALLED. The First meeting , first meeting of Said incorporators shall be called by heil cal notice signed by one or more of said incorporators stating the time, place and purpose of the meeting, a 50 Delivery of certified dupli- cate to make incorporation effective. Powers of corporations under Title III, viz.: Perpetual succession, unless limited in its articles of association or charter. Sue and be sued. Have common seal. Elect officers; agents, etc. copy of which, addressed to each incorporator at his usual place of business or residence, shall be mailed to him at least five days before the day appointed for the meeting, which notice may be given as soon as said duplicate has been issued by the secretary of state: Provided, however, that said first meeting may be held in pursuance of an agree- ment in writing of all the incorporators without such notice. Said meeting shall not be held in any event until after the issuing of said duplicate by the secretary of state. SEC. 74. INCORPORATION. WHEN EFFECTED. WHAT POWERS. When said duplicate shall have been certified and delivered as aforesaid by the secretary of state, said incorporators shall constitute a corporation for the purposes set forth in said articles of association with all the powers conferred by this title. SEC. 75. CORPORATE POWERS. Every corporation to which this title applies shall have power and authority to do any lawful act which is necessary or proper to accomplish the purposes of its incorpora- tion. Without limiting or enlarging the effect of this general grant of authority, it is hereby specifi- cally provided that every such corporation shall have power: (a) to have perpetual succession in its corporate name, unless a period for its duration is limited in its articles of association or charter; (b) to sue and be sued in its corporate name; (c) to have and use a common seal, and alter the same at pleasure; (d) to elect such officers and appoint such agents as its purposes require, and to fix their compensation and define their duties; 51 (e) to make by-laws not inconsistent with the ' constitution or laws of the United States or of this state, or w r ith the corporation's charter or articles of association, determining the time and place of holding and the manner of calling and of conducting meetings of its members and directors, the manner of elect- ing its officers and directors, the mode of voting by proxy, and the number, qualifications, powers, duties and term of office of its officers and directors, and containing any other provisions, whether of the same or of a different nature, for the management of the corporation's property and the regulation and govern- ment of its affairs; (f) to make contracts, incur liabilities and bor- t ^ a a c k t l t c e t n c ; row money. Any such corporation shall be entitled to take, ^ rt e a t ke ' real hold, transmit, and convey real and personal estate to an amount not exceeding in all one hundred fifty thousand dollars. But if such corporation desires to take and hold property to an amount exceeding one hundred fifty thousand dol- Sembly may , ., 11 i -i -i authorize lars either originally or by amendment, such pnvi- lege shall be granted only by the general assembly larger on petition thereto. SEC. 76. AMENDMENT OF ARTICLES OF ASSOCIA- Articiesof association TION, Any such articles of association may be " amended in any particular not inconsistent with the provisions of this title, at any legal meeting of the corporation, duly called for the purpose, by such vote as the articles of association may prescribe, or, if the articles of association do not prescribe the vote, by a majority vote. Such amendment shall not take effect until the president and secretary or the persons performing their duties shall have 11 to filed in the office of the secretary of state a copy of 52 Attested copy of vote to be filed in dupli- cate. Secretary of state to de- Jiver certified duplicate amendment. Fee, $2.00. Voting at meetings by proxy, how authorized. Dissolution and appointment of receiver. the vote amending said articles, and until also the secretary of state shall have issued and delivered his certificate as hereinafter required. Said copy of said vote shall be filed in duplicate and shall be duly attested by the officers filing the same. The sec- retary of state, upon the filing of said copies and upon the payment to him of the fee prescribed by Section 86 hereof, shall deliver to the corporation one of said duplicates duly certified under the seal of the state. SEC. 77. VOTING AT MEETINGS. Any articles of association filed under the provisions of this title or the by-laws of any corporation organized under this title may provide that members may vote at meetings of the corporation by proxy duly authorized in writing, and may specify the conditions on which such proxy may be given and used. SEC. 78. DISSOLUTION OF CORPORATION AND AP- POINTMENT OF RECEIVER. Sections 57 to 63, both inclusive, of Title II of this act shall apply to all domestic corporations having no capital stock, whether organized under a general law or created by special act, except municipal corporations, quasi-mumcipal corporations and savings banks, and to all corporations incorporated under the laws of any other state which have no capital stock and which have any estate or effects in this state, and any such corporation may be dis- solved or a receiver thereof may be appointed in the cases and upon the terms and conditions provided in said sections; and in applying the provisions of said sections, members of such a corporation shall take the place of stockholders wherever mentioned therein. 53 TITLE IV. GENERAL PROVISIONS. MISCELLANEOUS. SEC. 79. POWER OF GENERAL ASSEMBLY TO General AMEND AND REPEAL CHARTER AND ARTICLES OF amedor m< repeal charter ASSOCIATION. The charter or articles of associa- tion of every corporation hereafter created may be amended or repealed at the will of the general assembly. SEC. 80. RIGHT OF CORPORATION CREATED BY certain *- SPECIAL ACT, WHICH is NOT SUBJECT TO AMEND- Sedby special act may MENT OR REPEAL, TO ADOPT PROVISIONS OF THIS ^SS^SK ACT. A corporation created by special act, of the act> hc kind to which this act, or any part thereof, applies (other than a corporation of any of the classes enumerated in paragraph (2) of Section 3 hereof) whose charter is not subject to amendment or repeal at the will of the general assembly, may at a meeting duly called for the purpose, by a unanimous vote of certified co Py J of vote to be , its stockholders or members, adopt the pro- of visions of this act, and upon the filing in the office of the secretary of state of a certified copy of such vote, duly attested by its president or -vice-president and its secretary or assistant secretary under its corporate seal, and the payment to the secretary of state of the fee prescribed by Section 86 hereof, such corporation shall thereafter be governed in all respects by the provisions of this act which are applicable to a corporation of the class to which said corporation belongs, and its charter shall thereafter be subject to amendment or repeal at the will of the general assembly. SEC. 81. ORGANIZATION UNDER SPECIAL ACT. WITHIN WHAT TIME. Every corporation created by s ^^ ci to special act of the general asembly shall, if no different a 5j? two time for that purpose be limited therein, be organ- 54 Same subject. Penalties im- posed by this act, how recovered. Compromise. Articles of association and amendments to be recorded by secretary of state. Certified copies of instruments, etc., filed under this act to be received as evidence. ized within two years after said act takes effect. In every case where such corporation shall not be organ- ized within the time so limited, said act of incorpora- tion shall become void at the end of said time. SEC. 82. PENALTIES. RECOVERY AND COMPRO- MISE OF. All penalties imposed by the terms of this act for failure to comply with the requirements thereof shall be recovered in an action of debt brought in the name and on behalf of the state by the attorney general: Provided, however, that the attorney general may, after such examination of the facts as he shall deem advisable, compromise any such penalty instead of instituting an action therefor and permit the payment to the general treasurer for the use of the state of a smaller sum in lieu of the maximum penalty provided by this act. SEC. 83. RECORDING ARTICLES OF ASSOCIATION, ETC. The secretary of state shall record in books kept by him for that purpose all articles of associa- tion and all amendments thereto filed in accordance with the provisions of this act. SEC. 84. CERTIFIED COPIES OF PAPERS ON FILE WITH SECRETARY OF STATE TO BE RECEIVED IN EVIDENCE BY COURTS. A copy of any instrument, paper or document required by this act to be filed in the office of the secretary of state shall, when it and the date of the filing of the original are certified by him, be received by the courts as evidence, and as proof that the original was filed as stated in such certificate. Fees payable to general treasurer pre- cedent to further action. FEES. SEC. 85. FEES PAYABLE TO GENERAL TREAS- URER. As a condition precedent to the filing in the office of the secretary of state of the articles of 55 association or other papers hereinafter specified, the following fees shall be paid to the general treasurer, for the use of the state, and with such articles or other papers shall be filed a certificate of the general treasurer that such fees have been paid, viz.: (1) In the case of domestic corporations: By domestic corporations. (a) In the case of articles of association of a 50 centsfor corporation having capital stock, fifty cents for f?a c c h tion^r e each thousand dollars, or fraction thereof, of the total amount of its authorized capital stock having 3 Or 5 cents per par value, and in the case of stock having no par value, five cents for each share; but in no case less value- than twenty-five dollars. (b) In the case of any amendment to the articles so cents for . . . J . . each $1,000 of association of a corporation having capital stock by which the amount of its authorized capital stock is increased, a sum which with the previous payments amou a nt da to the general treasurer for the use of the state, for - will equal fifty cents for each thousand dollars, or fraction thereof, of the authorized capital stock of such corporation having par value, and five cents for each share of authorized capital stock having or 5 cents for , i T i -i each additional no par value, including in such capital stock in share, where r ^ there is no par each case the amount of such authorized increase; vah but in no case less than ten dollars. ${ nimum fee (c) In the case of articles of association of a $5 for each corporation of any class to which title III hereof SSSJritie HI. applies, five dollars. (2) In the case of foreign corporations: pj r r aifo n ns or ~ In the case of the papers required by Section 65 $2.5 for each - 1 foreign cor- hereof to be filed in the office of the secretary of state p ration - * as a condition precedent to carrying on business in this state, twenty-five dollars. SEC. 86. FEES PAYABLE TO SECRETARY OF STATE. The following fees shall be paid to the secretary of ^un?* 6 viz.: 56 Same subject. By foreign cor- poration. $5 for first filing of certi- fied copy of charter, etc., and power of attorney. $2.00 for fur- ther filing of power of attor- ney by foreign corporation. $2.00 each for all other papers filed under sections 10, 16, 30, 51, 54, 68, 72, 76 and 80. No fee re- quired for cer- tifying certain duplicates. Secretary of state to make return to state auditor of amount of fees received, and pay over to the general treasurer. Fees payable to general treasurer by corporations created by special act, viz.: One-tenth of one per cen- tum upon the total amount of its author- ized capital stock having par value. state, for the use of the state, upon the filing in his office of the following papers: (a) In the case of the papers required by Section 65 hereof to be filed by a foreign corporation as a condition precedent to carrying on business in this state, five dollars. (b) In the case of each further power of attorney filed by a foreign corporation in compliance with the provisions of Section 65 hereof, and in the case of the papers specified in Sections 10, 16, 30, 51, 54, 68, 72, 76 and 80 hereof, two dollars in each case. Where the secretary of state is required by any of the above mentioned sections to certify a dupli- cate original of any of the papers thereby required to be filed in his office, he shall do so without further charge. The secretary of state shall, between the first and fifteenth days of February, May, August and November, in each year, make an itemized return in writing to the state auditor of the amount of all fees received by him, and pay over to the general treasurer all such moneys in his hands belonging to the state. SEC. 87. FEE REQUIRED TO BE PAID TO GEN- ERAL TREASURER BY CORPORATION ORGANIZED UNDER SPECIAL ACT. Section 16 of Chapter 39 of the General Laws is hereby amended so as to read as follows: "Sec. 16. Before any corporation, other than a corporation for religious, literary or charitable pur- poses, or a military or fire company, shall be organ- ized under a charter granted by special act of the general assembly, the petitioners for the same shall pay into the general treasury, for the use of the state, one-tenth of one per centum upon the total amount of its authorized capital stock having par 57 value, and in the case of stock having no par value ten cents for each share, but in no case less than one hundred dollars; and whenever the authorized Minimum fee capital stock of any such corporation shall be in- creased by special act of the general assembly or vote one-tenth of pe of its stockholders, such corporation shall pay into tum p upontne total amount the general treasury, for the use of the state, one- tenth of one per centum upon the total amount of v a iue gpar such authorized increase in the case of stock having par value, and in the case of stock having no par ono cents per . share for each value ten cents for each share of such authorized ^el^here increase; and the secretary of state shall not issue a value. 18 no par certified copy of any act creating such corporation, or a certified copy of any act or vote providing for certified copies of acts not to . . . n such increase, until he shall receive the certificate of reqS? until the general treasurer to the effect that the sum so been u piid have required has been paid/' REPEAL, CONSTRUCTION, ETC. SEC. 88. REPEAL. Sections 1 to 9, both inclusive, certain Sections 11 to 16, both inclusive, of Chapter 212 of the General Laws, Sections 1 to 7, both inclusive, Sections 9 to 15, both inclusive, Section 19, Sections (See 21 to 24, both inclusive, and Sections 27 to 37, both inclusive, of Chapter 213 of the General Laws, Sections 1 to 21, both inclusive, and Sections 23 and 24 of Chapter 214 of the General Laws, Sections 42 to 48, both inclusive, of Chapter 300 of the General Laws, Chapters 424 and 425 of the Public Laws, passed at the January session, A. D. 1909, Chapter 560 of the Public Laws, passed at the January session, A. D. 1910, and Chapter 780 of the Public Laws, passed at the January session, A. D. 1912, and all acts in amendment of any of the same, and all 58 other acts and parts of other acts inconsistent herewith are hereby repealed, subject to the following provisions of this act. ^pealed SEC. 89. STATUTES REPEALED TO BE DEEMED IN deemed in fj forcer- JH QRCE FOR CERTAIN PURPOSES. Whenever any (See appendix.) S p ec j a } ac ^ creating a corporation the provisions of which are not subject to amendment or repeal at the will of the general assembly refers to and adopts, either expressly or by implication, any statute or part of a statute hereby repealed, such statute or part of a statute so referred to and adopted shall not be deemed repealed by the provisions of this act, but shall for the purpose for which it is so referred to and adopted, but for none other, be deemed to be in force. SEC. 90. CERTAIN SECTIONS OF THIS ACT TO BE st e itSt e edfor" DEEMED TO BE SUBSTITUTED FOR CERTAIN SEC- TIONS OF CHAPTER 213 AND FOR CHAPTER 214 OF (See appendix.) GENERAL LAWS IN CERTAIN CASES. Whenever any corporation of any of the classes enumerated in paragraph (2) of Section 3 hereof (except a corpora- tion created by special act the provisions of which are not subject to amendment or repeal at the will of the general assembly) shall be subject to or entitled to the benefits of the provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 19, 21, 23, and 24 of Chapter 213 and the provisions of Chapter 214 of the General Laws, or the provisions of all or any of said sec- tions of Chapter 213, or all or any of the pro- visions of Chapter 214, Section 5 hereof (except paragraphs (g) and (h) thereof), and Sections 12, 13, 14, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 53, 57, 58, 59, 60, 61, 62 and 63 hereof shall with respect to each such cor- 59 poration be deemed to be in lieu of and substituted same subject. for said provisions of said chapters, and each of them, and all acts in amendment of or in addition to the same, and shall, so far as the language of said para- graphs and sections hereof is applicable to such cor- poration and so far as the provisions thereof are not inconsistent with the provisions of the act or statute creating such corporation or under which it is in- corporated, be deemed to apply thereto: Provided, however, that the provisions of Section 42 hereof shall not apply to a bank, savings bank, trust company, building-loan association or loan and in- vestment company. SEC. 91. CERTAIN SECTIONS OF THIS ACT TO BE certain sec- DEEMED TO BE SUBSTITUTED FOR CERTAIN SEC- deemedwb. stituted for TIONS OF CHAPTER 212 OF GENERAL LAWS IN CERTAIN CASES. Whenever any corporation of any of the classes enumerated in paragraph (2) of Section 3 hereof (except a corporation created by special act the provisions of which are not subject to amend- ment or repeal at the will of the general assembly) shall be subject to or entitled to the benefits of the provisions of Sections 6, 7, 8, 9 and 16 of Chapter 212 of the General Laws, or any of them, the following sections of this act shall be deemed to be in lieu of and substituted for said provisions respectively, to wit: Sections 12 and 13 hereof for Section 6, Sections 50 and 51 hereof for said Section 7, Sections 50, 51 and 53 hereof for said Section 8, Section 8 hereof for said Section 9, and Section 16 hereof for said Section 16. SEC. 92. EFFECT OF REPEAL UPON ACTS AND Effect of repeal RIGHTS AND UPON PROCEEDINGS IN CIVIL CASES proceedings. BEFORE REPEAL. The repeal of any statute or part (See pp endix -> of a statute by this act shall not affect any act done, 60 Same subject. Effect of repeal upon act re- pealing former acts. Further effect. Construction. Effect of limit- ing acts, or periods of time, retained in this act. (See appendix.) ratified or confirmed, or any right accruing or ac- crued, or acquired or established, or any remedy for any injury thereto, or any suit or proceeding had or commenced in any civil case before the time when such repeal shall take effect, but the proceedings in every such case shall, whenever necessary, conform to the provisions of this act. SEC. 93. EFFECT OF REPEAL UPON ACT REPEAL- ING FORMER ACTS. No act which has been hereto- fore repealed shall be revived by the repeal con- tained in this act of any of the acts hereby repealed. SEC. 94. FURTHER EFFECT OF REPEAL UPON ACT REPEALING FORMER ACTS. The repeal in this act of any statute or part of a statute heretofore repealed shall not be construed as a declaration or implication that such statute or part of a statute has been in force at any time subsequent to such first repeal. SEC. 95. CONSTRUCTION. The provisions of this act, so far as they are the same, or substantially the same, as those of existing statutes, shall be construed as a continuation thereof and not as new enactments, and a reference in a statute which has not been repealed to provisions of law which have been revised and re-enacted herein shall be construed as applying to such provisions as so incorporated in this act. SEC. 96. EFFECT OF LIMITING ACTS, OR PERIODS OF TIME, RETAINED IN THIS ACT. Whenever a limitation or period of time prescribed in any of the acts or parts of acts repealed by this act shall have begun to run and the same or any similar limitation is prescribed in this act, the time of limitation shall continue to run and shall have the same effect as if the whole period had begun and ended under the operation of this act. 61 SEC. 97. EFFECT OF INVALIDITY OF PART OF Effect of in- validity of ACT ON REMAINDER. If any clause, sentence, para- Remainder. graph, section or part of this act shall for any reason be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate any other portion of this act which can be given reasonable effect without the part so adjudged invalid. SEC. 98. DATE OF TAKING EFFECT. This act This act shall take effect on the first day of July in the year i, 1920! nineteen hundred and twenty. APPENDIX EXCERPTS FROM THE GENERAL LAWS OF RHODE ISLAND, 1909, AND AMENDMENTS, RELATIVE TO CORPORATIONS AS Repealed, Construed, etc., by Sections 88 to 96 of the General Corporation Law of 1920. CHAPTER 212. (ALL SECTIONS REPEALED BY GENERAL CORPORA- TION LAW, EXCEPT SECTION 10 HEREOF.) Of Incorporation. SECTION 1. The several classes of corporations shall be corporations classified and formed according to the methods herein prescribed. how formed. CLASS I. BUSINESS CORPORATIONS. SEC. 2. Any three or more persons of lawful age who shall Business cor- porations, how associate by written articles which shall express: formed. First. Their agreement to constitute an ordinary business Agreement, corporation; Second. The name by which it shall be known, which shall Name - be one that cannot be mistaken for that of a copartnership and which name is not then in use by any existing corporation incorporated by special act or under the General Laws of this state ; Third. The business for which it is constituted; Business. 64 Location. Capital stock. Exclusion of certain cor- porations. Agreement must be signed, acknowledged, and filed in office of the secretary of state, with a certificate of the payment of fee. Certificates cf incorporation to be issued by secretary of state. Fourth. The town or city in which it is to be located; Fifth. The amount of the capital stock, and whether common or preferred, and how much of each, and the par value of each share, and, if preferred, the advantages thereof over the common stock, shall, upon complying with the require- ments hereinafter provided, be and become a corporation for the transaction of the business named in said articles of agree- ment : PROVIDED, HOWEVER, THAT NOTHING HEREIN CONTAINED SHALL AUTHORIZE THE FORMATION OF ANY MUNICIPAL OR QUASI- MUNICIPAL CORPORATION, RAILWAY COMPANY, CANAL COMPANY, TURNPIKE COMPANY, OR OF ANY COMPANY WHICH SHALL NEED TO POSSESS THE RIGHT TO TAKE OR CONDEMN LANDS OR OTHER PROPERTY UNDER THE POWER OF EMINENT DOMAIN, OR TO ACQUIRE FRANCHISES IN THE STREETS OR HIGHWAYS OF TOWNS OR CITIES, OR OF ANY INSURANCE COMPANY, BANK OR BANKING CORPORATION, SAVINGS BANK, TRUST COMPANY, OR ANY OTHER CORPORATION TRADING IN BONDS, NOTES, OR OTHER EVIDENCES OF INDEBTEDNESS, IN ANY MANNER OTHER THAN IS HEREIN- AFTER PROVIDED. SEC. 3. Said corporators shall sign said agreement stating their residences against their names, shall acknowledge the same in the manner in which deeds of real estate are required to be acknowledged within this state, and shall file the same in the office of the secretary of state, together with the cer- tificate of the general treasurer that said corporators have paid into the treasury for the use of the state the sum of one hun- dred dollars; or if the capital stock of said corporation is to be one hundred thousand dollars, or more, have paid into the treasury a sum equal to one-tenth of one per centum of said capital stock. SEC. 4. Whenever the agreement, duly signed and ac- knowledged, and the certificate of the general treasurer, as required by sections two and three of this chapter, shall have been filed in the office of the secretary of state, and the sum of one dollar paid to said secretary for the certificate hereinafter provided for, said secretary of state shall thereupon issue to said 65 corporation his certificate, under the seal of the state, substan- tially in the following form : STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS. I. , secretary of state, hereby certify that [here insert Form of cer- tificate. names of all corporators] have filed in the office of secretary of state according to Jaw, their agreement to form a corporation under the name of [here insert name of corporation} for the pur- pose [here insert the business] and with the capital stock \here insert amount] and have also filed the certificate of the general treasurer that they have paid into the general treasury of the state the fee required by law. Witness my hand and the seal of the State of Rhode Island this day of in the year SEC. 5. When said certificate has been issued as aforesaid, certificate to confer what said corporators, their associates, successors, and assigns, shall powers. be authorized to transact business as a corporation, with all the powers and subject to all the duties and liabilities, as provided in chapters two hundred and thirteen and two hundred and fourteen, and all amendments thereof and additions thereto, eo far as not inconsistent with the provisions of this chapter. SEC. 6. The meeting of said corporators to form said cor- Meeting to . form such cor- poration shall be called by a notice signed by one or more of portion, how to be called; to said corporators, stating the time, place, and purpose of meet- ing, a copy of which shall be mailed, at least five days before t?ficate er the day appointed for the meeting, to each corporator addressed to his usual place of business or residence; which notice may be given as soon as said agreement and the certificate of the general treasurer have been filed with the secretary of state: Provided, however, that said first meeting may be held by agree- ment in writing of all the corporators without such notice; said first meeting to be held in any event subsequent to the issuing of said certificate by the secretary of state. Said notice, with the affidavit of the corporator who mailed copies thereof, R ec0 rd to be and, in the event of no notice being sent, the unanimous agree- 66 Capital stock may be in- creased, how. Articles of agreement may be amended, how excepting as provided in Section 8. Capital stock may be de- creased, how. ment to meet, shall be filed with the papers of said corporation and duly recorded in its records. SEC. 7. Whenever a corporation is created as provided in the preceding sections, and more capital than the amount pre- scribed in the articles of agreement shall be necessary or desira- ble, such articles may be amended in pursuance of a vote there- for representing in amount three-quarters of the whole capital stock, passed at a meeting of the corporation duly called for that purpose, by the filing, in the office of the secretary of state, of a certificate of such vote duly attested by the president and secretary of said corporation, together with the certificate of the general treasurer that said corporation has, with previous payments to the general treasurer, paid into the treasury, for the use of the state, a sum equal to one-tenth of one per centum of its capital stock when so increased. Such vote shall set forth the amount, the par value, and kinds, of additional stock and the advantages of the preferred, if any, over the common stock. Such agreement may be amended in any other particular, excepting as provided in the following section, by like vote of the corporation and the filing in the office of the secretary of state of a copy of such vote duly attested by the president and secretary of said corporation. SEC. 8. Whenever a corporation is created as provided in the preceding sections, and it is deemed necessary or desirable to decrease the amount of capital stock of the corporation pre- cribed in the articles of agreement or any amendment thereof, said articles may be so amended in pursuance of a vote therefor representing in amount three-quarters of the whole capital stock, passed at a meeting of the corporation duly called, when a copy of such vote, duly attested by the president and sec- retary of said corporation, has been duly filed in the office of the secretary of state; and the secretary of such corporation shall immediately notify in writing every stockholder of record of such decrease, and each stockholder shall forthwith present his certificate or certificates, to be exchanged for others, or to have 67 endorsed thereon proper evidence of the decrease of the par value thereof, as the case may be. SEC. 9. Any original articles of incorporation, as prescribed in the previous sections, may provide, if desired, that the poStion?a"nd corporation shall have a lien on all shares for assessments or stock, may be other indebtedness of the shareholders due to the corpora- provided for. tion, enforcible in such manner as the by-laws shall provide; and may give the corporation the right, in case of sale of stock by any stockholder, to purchase said stock at the lowest price at which he is willing to sell, before the same shall be sold by him to any other party, and may prescribe the time within which the corporation must exercise said right: Provided, however, that in case any original articles of incorporation do not contain either or both of the foregoing provisions, said articles may be amended to include either or both of said pro- visions, in pursuance of a vote therefor representing the whole capital stock, passed at a meeting of the corporation duly called for that purpose, by the filing in the office of the secretary of state of a certificate of such vote duly attested by the president and secretary of said corporation. CLASS II. INSURANCE CORPORATIONS. SEC. 10. Every corporation to carry on the business of insurance cor- porations must insurance shall be created only by the general assembly on sp e ci3iy ered petition thereto. CLASS III. LITERARY AND SCIENTIFIC CORPORATIONS AND MISCELLANEOUS CORPORATIONS. SEC. 11. All libraries, lyceums, fire-engine companies, and Miscellaneous corporations, corporations formed for religious, charitable, literary, scientific, how formed - artistic, social, musical, agricultural or sporting purposes, not organized for business purposes, and all other corporations of like nature not hereinbefore otherwise provided for, shall be created in the following manner, viz. : Five or more persons of lawful age shall associate by written articles which shall express.. 68 Agreement. Name. Purpose. Location. Agreement must be signed, acknowledged, and filed in office of the secretary of state, with a certificate of the payment of fee. Certificates of incorporation to be issued by secretary of state. Form of cer- tificate. Certificate to confer, what powers. First. Their agreement to form said corporation; Second. The name by which it shall be known, which name shall not then be in use by any existing corporation of the state ; Third. The purpose for which it is constituted; Fourth. The town or city in which it is to be located. Said agreement shall be signed and acknowledged by all the members named therein. Said agreement shall be filed in the office of the secretary of state, and said persons shall pay a fee of five dollars into the general treasury of the state. When said agreement has been so filed, together with the certificate of the general treasurer that the fee of five dollars has been paid, and the sum of one dollar has been paid to said secretary of state for the certificate hereinafter required, the secretary of state shall thereupon issue to said corporation his certificate, under the seal of the state, substantially in the following form : STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS. I, , secretary of state, hereby certify that [here insert names of all the corporators] have filed in the office of secretary of state their agreement to form a corporation under the name of [here insert name of corporation] for the purpose [here insert purpose] in accordance with law, and have also filed the certifi- cate of the general treasurer that they have paid into the general treasury of the state the fee required by law. Witness my hand and the seal of the State of Rhode Island this day of in the year The meeting of said corporators to form said corporation shall be called and held in accordance with the provisions of section six of this chapter. SEC. 12. When said certificate has been issued as aforesaid said corporators shall be authorized to carry out the purpose of such agreement with all the powers and subject to all the duties and liabilities as provided herein and in chapter two hundred thirteen and all amendments thereof and additions thereto, so far as not inconsistent with the provisions of this 69 chapter, and so far as the provisions of said chapter two hundred thirteen shall be applicable to such corporation. SEC. 13. Said corporation shall be entitled to take, hold, transmit, and convey real and personal estate to an amount not exceeding in all one hundred thousand dollars. But if such act only. corporation desires to take and hold property to an amount exceeding one hundred thousand dollars either originally or by amendment, such privilege shall be granted only by the general assembly on petition thereto. SEC. 14. Such agreement may be amended in any particular Articles of agreement not inconsistent with the provisions of this chapter, excepting as provided in the preceding section, by vote of the corporation and the filing in the office of the secretary of state of a copy of such vote duly attested by the president and secretary of said corporation. SEC. 15. Copies of agreements to form corporations, when copies, when certified by formed by agreement, or of any amendment thereof, and the fact of their being filed in the office of the secretary of state and the date of such filing, and the filing of the certificate of the general treasurer, shall, when certified to by the secretary of state, be received in evidence before any court, tribunal, or authority. SEC. 16. Every business corporation formed under the pro- visions of this chapter shall file with the secretary of state the name and address of its treasurer, forthwith upon the election treasure? if he be a resident of of such treasurer, if he be a resident of this state; and if such this state, otherwise must treasurer be not a resident of this state such corporation shall afSrlTeV* or the forthwith appoint by written power some competent person process. resident in this state as its attorney with authority to accept service of all process against such corporation in this state, and upon whom all process, including the process of garnishment, against such corporation in this state may be served, and who, in case of garnishment, when the fees therefor shall have been paid or tendered, shall make the affidavit required by law in such cases, and who shall cause an appearance to be entered in like manner as if such corporation had existed and been duly 70 Penalty for failure to com- ply with the provisions of this chapter. served with process within this state. A copy of such power of attorney, duly certified and authenticated, shall be forthwith filed with the secretary of state; and copies thereof, duly cer- tified, shall be received in evidence in all courts of this state. If such attorney shall die, or resign, or be removed, such cor- poration shall forthwith make a new appointment as aforesaid and forthwith file a copy with said secretary of state as above prescribed, so that at all times there shall be within this state an attorney authorized to accept service of process and to enter an appearance as aforesaid; and no such power of attorney shall be revoked until after a like power shall have been given to some other competent person resident in this state, and a copy thereof filed as aforesaid. Service of process upon such attorney shall be deemed sufficient service upon his principal. Any corpora- tion formed under the provisions of this chapter failing for the period of one year to comply with the provisions of this section may be dissolved upon application by any creditor, or by any other party in interest, to the superior court, after notice to such corporation in manner prescribed by law. General powers of corporations. CHAPTER 213. (ALL SECTIONS REPEALED BY GENERAL CORPORATION LAW, EXCEPT SECTIONS 8, 16, 17, 18, 20, 25, 26, 38, 39, 40, 41 AND 42 HEREOF.) Provisions Respecting Corporations in General. SECTION 1. All corporations shall, whenever no other pro- vision is specially made, have perpetual succession, may make and use a common seal and break, alter, and renew the same, be capable of taking, holding, transmitting, and conveying property, real or personal, in their corporate name, may sue and be sued, appear, prosecute, and defend actions and suits to final judgment and execution in any court or elsewhere; may elect, in such manner as they shall determine to be proper, all 71 necessary officers, and may fix their compensation and define their duties and obligations; and may make by-laws and regu- lations, consistent with law, for their government and for the due and orderly conducting of their affairs and the management of their property. SEC. 2. The shares into which the capital stock of any shares deemed to be personal corporation shall be divided shall be deemed to be personal JJiSiiepJo. estate, unless otherwise provided in the act creating the cor- poration, and shall be transferable in such a manner as shall be a we[ tn prescribed by the by-laws of the corporation. SEC. 3. Corporations mav, by their by-laws, where no other what may be included in provision is specially made, determine the manner of calling b y- laws - and conducting meetings, the number of shares that shall con- stitute a quorum, the number of shares that shall entitle the members to one or more votes, the mode of voting by proxy, the mode of selling shares for the non-payment of assessments or other indebtedness of the share holders due to the corporation, and the tenure of office of the several officers; and they may Pena i tiesin annex suitable penalties to such by-laws, not exceeding in any case the sum of twenty dollars for any one offence ; but no such By-laws to conform to by-laws shall be made by any corporation repugnant to the Barter and provisions of its charter or articles of association, or amend- ments thereof, or to general law. At all meetings of corpora- by tions having a capital stock, the stockholders may vote in person or by an attorney duly authorized thereto; and where stock is held by two or more executors, administrators, guard- ians, or trustees, jointly, they may designate in writing one of trusteeSi etc - their number to represent said stock and vote the same, unless there is provision to the contrary in the instrument appointing them. SEC. 4. The first meeting of all corporations, except of ^Jbe^how 8 banks, shall, unless otherwise provided for, or unless notice be %$&?*' waived by all the corporators in writing, be called by a notice signed by any one or more of the corporators, setting forth the time, place, and objects of the meeting; and such notice shall, seven days at least before the meeting, be delivered to each 72 Meeting?, how called, if there is no person duly author- ized. Powers of corporations when so assem- bled. Failure to hold the annual meeting, or to elect officers, at time pre- scribed not fatal. Gifts to cor- porations by will, for chari- table purposes, in exces: of power to hold. member or published in some newspaper of the county where the corporation may be established, or if there be no newspaper in the county, then in some newspapr of an adjoining county: Provided, that notice of the first meeting of incorporated religious societies may be affixed to the door or some other conspicuous part of their meeting-house or usual place of assembling for religious purposes. SEC. 5. Whenever by reason of the death or absence of the officers of any corporation, or other legal impediment, there shall be no person duly authorized to call or preside at a legal meeting thereof, any justice of the peace in the county where such corporation is established may, on a written application of three or more of the members thereof, issue a warrant to either of said members, directing him to call a meeting of said corporation by giving such notice as has been previously required by law; and the justice may in the same warrant direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no officer present legally authorized to preside thereat. SEC. 6. Such corporation, when so assembled, may elect officers to fill vacancies then existing, and may act upon such other business as might by law be transacted at regular meetings of the corporation. SEC. 7. The existence of any corporation shall not be im- paired by a failure to hold an annual meeting for the election of officers or a failure to elect officers at the time prescribed by the charter, articles of association or by-laws of the corpora- tion; but such election may be held at a subsequent meeting of the stockholders duly notified for that purpose. SEC. 8. In case any real or personal estate shall hereafter be given by will to any corporation to hold for any charitable uses or purposes authorized or permitted by the charter of said corporation or any amendment thereof, or by law, and such corporation, but for the provisions of this section would not be able to take or hold the same or some part thereof on account of the limitation as to the amount of property of said 73 corporation prescribed by the charter or any amendment thereof, then in every such case it shall be lawful for such cor- poration to take and hold such real and personal estate, or such part thereof as aforesaid, upon conditions subsequent, nevertheless, that such corporation shall obtain from the general assembly authority to take and hold real and personal estate to an amount large enough to include, in addition to its other property, the property given to such corporation by will as aforesaid, and that the application to the general assembly shall be made within one year from the final probate of the will under which the gift is taken as aforesaid. SEC. 9. Corporations whose charters or articles of associa- tion shall expire by their own limitation, or shall be annulled by forfeiture or otherwise, shall nevertheless be continued what purposes bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecu- ting and defending suits by or against them and of enabling them to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which such corpora- tions have been or may be established. SEC. 10. Whenever final judgment shall be recovered what proper- ties may be against any turnpike or other corporation authorized to receive n' on tolls, the franchise of such corporation, with all the rights and privileges thereof so far as relates to the receiving of toll, and also all other corporate property, may be taken on execu- tion and sold in the same manner as real estate belonging to corporations is liable by law to be taken and sold on execution. SEC. 11. In the sale of the franchise of any corporation, who deemed highest bidder the person who shall satisfy the execution with all legal fees ^i^ 1 ^ ^ 11 " and expenses thereon, and who shall agree in consideration cor P ratl thereof to take such franchise for the shortest period of time and to receive during that time all such toll as the said cor- poration would by law be entitled to demand, shall be con- sidered as the highest bidder. 74 Franchise, how transferred ; Purchaser is entitled to recover penal- ties for injury to franchise. A corporation retains powers how far. How franchise may be re- deemed. Franchise and property of railroad cor- porations may be redeemed SEC. 12. The return of the officer on such execution shall transfer to the purchaser all the privileges and immunities which by law belonged to said corporation so far as relates to- the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser possession of all the toll-houses and gates belonging to said corporation, in whatever county the same may be situated, and the purchaser may there- upon establish, demand, and receive to his own use all the toll which may accrue within the time limited in the said purchase of said franchise, and during that time the corporation shall not be entitled to sue for such tolls or to prosecute for any penalty for the non-payment thereof. SEC. 13. 'Any person who shall purchase the franchise of any turnpike or other corporation, and the assignee of such person, may recover, in an action of the case, any penalties imposed by law for an injury to the franchise or for any other cause and which such corporation would be entitled to recover during the time limited in the said purchase of the franchise, and during that time the corporation shall not be entitled to prosecute for such penalties. SEC. 14. The corporation whose franchise shall have been sold as aforesaid shall, in all other respects, retain the same powers and be bound to the discharge of the same duties and liable to the same penalties and forfeitures as before such sale. SEC. 15. Such corporation may, at any time within three months from the time of such sale, redeem the franchise by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with twelve per centum interest thereon, but without any allowance for toll which he may have received; and upon such payment or tender, the said franchise and all the rights and privileges thereof shall revert and belong to said corporation as if no such sale had been made. SEC. 16. The franchise and property of a railroad cor- poration may be redeemed by it, or any mortgagee thereof, from sale on execution, by paying or tendering to the purchaser the sum P^^ therefor at such sale, with interest, at any time within 75 sixty days after the final determination of any writ of error to reverse the judgment upon which such execution issued, or of what manQ * r - any suit to test the validity of such sale, brought before the sale or within sixty days thereafter; but nothing herein shall be construed as authorizing such a sale. SEC. 17. The purchaser of any railroad or street railway and of the property, rights, privileges and franchises, there- with connected, at a sale under a valid foreclosure of a legal p/operty 1 . b? y foreclosure or mortgage thereof, or at a valid sale under the power-of-sale under judicial of such mortgage, or at a valid sale under the orders and direc- tions of any court of competent jurisdiction, and the grantee and successors in title of any such purchaser, shall be subject to all and the same duties, liabilities, restrictions, and other provisions respecting such railroad or street railway, or arising from the construction, maintenance and operation thereof, and shall have all and the same powers and rights relating to such railroad or street railway and the construction, maintenance, and operation thereof, which the corporation by which said' mortgage was made, or which was the owner of such railroad or street railway at the time of such sale, was subject to and had at the time of said sale. SEC. 18. Any such purchaser of any such railroad or street ;^ e P u a railway, and of such property, rights, privileges, and franchises, pj-op^y f t o U shall have the right and is hereby authorized and empowered to sell, assign, transfer and convey all and singular such railroad or street railway and such property, rights, privileges, and franchises so purchased by him, to any legally organized cor- poration duly created and empowered to construct, maintain, and operate a railroad or street railway, and to purchase, main- tain, operate, and use any such railroad or street railway, and such property, rights, privileges, and franchises, upon such terms and conditions as may be mutually agreed upon between such purchaser and such corporation; and the person so selling any such railroad or street railway and such property, rights, privileges, and franchises to such corporation may receive in 76 Record of transfers of stock, where kept: the re- cording officer to be a resident of the state. Transfers of stock in cor- porations. Place of busi- ness, and resi- dent agent. Amendment or repeal, by general assembly, etc. Corporations created by charter to or- ganize within two years, or incorporation is void. payment for the same the stock or bonds of such corporation at not less than the par value thereof. SEC. 19. All records of transfers of stock of corporations incorporated by the sole authority of this state shall be made and kept within this state ; and the officer of every such corpora- tion, whose duty it may be to record the transfer of shares in the capital stock thereof, shall at the time of his election or appointment be a resident of the state; and whenever such officer shall cease to be a resident therein, his office shall become vacant. SEC. 20. The delivery of a certificate of stock of a corpora- tion, transferable only on the books of the corporation on surrender of the certificate, to a bona fide purchaser or pledgee for value, together with a written transfer of the same or a written power of attorney to sell, assign, and t transfer the same, signed by the owner of the certificate, shall be a sufficient delivery to transfer the title against all parties; but no such transfer shall affect the right of the corporation to pay any dividend due upon the stock, or to treat the holder of record as the holder in fact, until such transfer is recorded, or presented for record, upon the books of the corporation, or a new certifi- cate is issued to the person to whom it has been so transferred. SEC. 21. Every corporation created under the authority of this state shall have a place of business within the state and shall have a clerk, treasurer or other agent, who shall reside therein. SEC. 22. Every corporation hereafter created shall be subject to the provisions of this chapter, and its charter or articles of association may be amended or repealed at the will of the general assembly. SEC. 23. Corporations created by charter, if no time is limited therein, shall be organized within two years from the passage of their respective acts of incorporation. The charters of all corporations failing to comply with the provisions of this section shall become void. 77 SEC. 24. (As amended by Chapter 560, Public Laws, 1910.) Every corporation created by charter, hereafter organized, or which shall hereafter increase its capital stock, shall within thirty days after organization or after such increase, file in the office of the secretary of state a certificate, under oath of its treasurer or such officer as may be duly authorized by the cor- poration to make the same, setting forth the name of the cor- poration, the date of organization and the amount of capital stock actually paid in upon organization, the amount of in- crease of capital stock paid in, with the date thereof, the town in which such corporation is located, and the name and post-office address of its treasurer. A copy of any such certificate which has heretofore been filed or may hereafter be filed as aforesaid, duly certified, shall be received in evidence in all courts, and before any body or person authorized by law to summon wit- nesses, as prima facie evidence of the facts therein set forth. SEC. 25. Every corporation other than religious, literary, or charitable corporations, and every incorporated city, but P avweeklv - not including towns, shall pay weekly to the employees engaged in its business the wages earned by them to within nine days of the date of such payment, unless prevented by inevitable casualty: Provided, however, that if at any time of payment any employee shall be absent from his place of labor, he shall be entitled to said payment at any time thereafter on demand. SEC. 26. Any corporation violating any of the provisions Penalty for violation of of the preceding section shall be punished by a fine of not less Section 25. than one hundred dollars nor more than one thousand dollars, one-half thereof to the use of the complainant and the other half to the use of the state: Provided, complaint for such violation is made within thirty days from the date thereof. SEC. 27. (As amended by Chapter 424, Public Laws, 1909.) Dissolution; appointment Whenever any corporation incorporated under the laws of this of receiver, state, except a bank, savings bank, or trust company incorpo- rated under the laws of this state, is insolvent, or whenever by reason of fraud, negligence, misconduct, or continued absence from the state of the executive officers of any such corporation, 78 Same subject. Qr wnenever by reason of the neglect, refusal, or omission by the stockholders of any such corporation for an unreasonable time to hold meetings or attend to its concerns, the estate and effects of such corporation are being misapplied or are in danger of being wasted or lost, or whenever any such corporation has done or omitted to do any act, which act or omission is ground for the forfeiture of its charter, or whenever a majority in interest of the members of such corporation having a capital stock, or a majority of the members of such corporation having no capital stock, shall have voted to dissolve said corporation and to wind up its affairs, the superior court may, upon the petition of any stockholder or creditor of such corporation, and upon such reasonable notice as the court may prescribe, decree a dis- solution of such corporation and appoint a receiver of its estate and effects, or may decree such dissolution without appointing a receiver, or may appoint such receiver without decreeing a dissolution. Whenever any corporation incorporated under the laws of any other state and having any estate or effects in this state is insolvent, or whenever by reason of the fraud, negligence, or misconduct of the executive officers of any cor- poration incorporated under the laws of any other state, or whenever by reason of the neglect, refusal, or omission by the stockholders of any such corporation for an unreasonable time to hold meetings or attend to its concerns, the estate and effects of such corporation in this state are being misapplied or are in danger of being wasted or lost, or whenever any corporation incorporated under the laws of any other state has done or omitted to do any act, which act or omission is ground for the forfeiture of its charter in such other state, or whenever a majority in interest of the members of a corporation incorpo- rated under the laws of any other state having a capital stock, or a majority of the members of such corporation having no capital stock, shall have voted to dissolve said corporation and to wind up its affairs, the superior court may, upon the petition of any stockholder or creditor of such corporation incorporated under the laws of any other state, and upon such reasonable 79 notice as the court may prescribe, appoint a receiver of its estate and effects in this state, and distribute the same in accordance with the equitable rights of the parties. (As added by Chapter 780, Public Laws, 1912.) Upon the dissolution of be filed with any corporation, incorporated under the laws of this state, or secretary of upon the appointment of a receiver for a corporation incor- porated under the laws of any other state, as provided in this section, the clerk of the superior court for the county in which such dissolution is decreed or in which such receiver is ap- pointed shall, within ten days, file with the secretary of state an attested copy of the decree of such dissolution or such appointment of a receiver. SEC. 28. (As amended by Chapter 425, Public Laws, 1909.) Such receiver shall take charge of any such corporation's estate and effects of which he has been appointed receiver, and he shall Powers of receiver. collect the debts and property belonging to it. He shall have power to prosecute and defend suits in its name or otherwise, to intervene in any action, suit, or proceeding relating to such estate or effects, and to appoint agents under him. He shall have power, under the direction of the court, to preserve the assets of such corporation, to carry on its business, to sell and convert such assets and property into cash, to redeem any mortgages, conditional contracts, pledges, or liens of or upon any such property, refer any controversy or dispute concerning any such property to arbitration, compromise any controversy or dispute concerning any such property, and generally to do all other acts which might be done by such corporation, or that may be necessary for the administration of his trust, according to the course of equity. SEC. 29. The receiver shall pay all debts due from such Receiver to pay debts and corporation, if the funds in his hands are sufficient therefor; distribute ' surplus. and if not, he shall distribute the same ratably among the creditors who prove their debts in the manner directed by any order or decree of the court for that purpose. If there is a balance remaining after the payment of the debts, the receiver 80 Jurisdiction of superior court in such pro- ceedings. Lands, how held by turn- pike and by bridge cor- porations. Of procedure, in case turn- pikes and bridges are not kept in repair. Accounts of tolls to be kept for examina- tion by the general ibly. Penalty for exacting more than legal toll. shall distribute and pay it to and among the stockholders of the corporation or their legal representatives. SEC. 30. The court shall have jurisdiction in equity of the application and of all questions arising in the proceedings thereon, and may make such orders and injunctions and decrees therein as justice and equity require. TURNPIKE AND TOLL-BRIDGE CORPORATIONS. SEC. 31. No turnpike corporation or bridge corporation shall be capable in law to hold any land in this state in fee or for life or lives or for a term of years or by any other title or tenure, for any other use than such as is provided in the charter of such corporation; but nothing herein contained shall be so construed as to affect any title already acquired by any such corporation in conformity to power contained in its charter. SEC. 32. If at any tune any turnpike-road or toll-bridge shall not be in suitable and proper repair, any justice of the supreme court, upon complaint to him made for that purpose, may cause the gate or gates on said road or bridge to be opened and remain open until, in the opinion of said justice,. the said road or bridge shall be put in proper and suitable repair; and the cost of such complaint shall be paid by the company owning said road or bridge, if in the opinion of the said justice the same shall be well founded, otherwise by the complainant. SEC. 33. Every turnpike-road and toll-bridge corporation shall keep an accurate account of the toll received at its gates and have such account at all times in readiness for the examina- tion of the general assembly. SEC. 34. The keeper of every toll-gate on any turnpike- road or toll-bridge who shall hereafter demand and receive any greater toll for passing through the gate whereof he is keeper than is by law allowed, shall forfeit to the use of the complainant for the first offence five dollars and for each subsequent offence twenty dollars. SEC. 35. Every turnpike corporation or toll-bridge cor- poration may transfer and convey, for a public highway, to 81 any town in or through which the turnpike-road or toll-bridge or any part thereof of such corporation passes, all the right, title, and interest of such corporation in and to such turnpike- O f e the pro? IC ceeds. road or toll-bridge within such town, and to the franchise thereof, upon such terms as may be agreed upon by the corpora- tion and the town council of such town; and any compensation or damages to be paid therefor to such corporation by such town shall be paid out of the town treasury of such town, and the amount so received by any such corporation shall be first applied to the payment of any debts of such corporation. SEC. 36. Whenever a transfer and conveyance of any Effect transfer. turnpike-road or toll-bridge or any part thereof shall be made as aforesaid, the rights, privileges, duties, and obligations of such corporation, so far as they relate to the part of the road or toll-bridge conveyed, shall cease, and thenceforth said road or toll-bridge or any part thereof, as aforesaid, shall and may be established and used as a public highway of such town, with all the rights and privileges, duties and obligations, relat- ing to highways therein. SEC. 37. The town council shall cause notice to be given what notice is to be given, be- to all known parties owning land through which such turnpike- g r c | road or toll-bridge passes in said town, to appear before them, if they see cause, and be heard for or against accepting the conveyance of such turnpike-road or toll-bridge for a public highway by the town; personal notice shall be given to parties residing m said town, and notice to parties residing out of the town or without the state shall be given in such manner as said town council shall direct, but notice may be dispensed with in the case of the owners of said land who shall signify in writing their assent and approval of such conveyance. HOSPITAL CORPORATIONS. SEC. 38. No hospital incorporated by the general assembly certain of this state, sustained in whole or in part by charitable con- from Ha for any tributions or endowments, shall be liable for the neglect, care- ^ c ' e 8 f lessness, want of skill or for the malicious acts, of any of its 82 A remedy is saved against officers, etc., in what cases. Certain corpo- rations, etc., to file statement, etc., with sec- retary of state before offering stock, notes, etc., for sale. Penalty for failing to com- ply with Sec- tion 39. officers, agents, or employees in the management of, or for the care or treatment of, any of the patients or inmates of such hospital; but nothing herein contained shall be so construed as to impair any remedy under existing laws which any person may have against any officer, agent, or employee of any such hospital for any wrongful act or omission in the course of his official conduct or employment. SEC. 39. (As added by Chapter 557, Public Laws, 1910.) No stock, shares, or installment shares, in any investment com- pany or in any real estate, mining, or cooperative corporation, society, association, or organization, other than building and loan associations, or notes or bonds or other securities thereof, shall be sold, or offered for sale in this state by any such com- pany, corporation, society, organization or association, or by any agent or broker representing such company, corporation, society, organization, or association, until such company, corporation, society, organization, or association has filed in the office of the secretary of state a statement and certificate showing its finan- cial condition, the location of its property or properties, with plans of the same, the amount of work done thereon, the amount of cash expended for improvements thereon, and the condition of the plant and machinery, if any, connected therewith. Such statement and certificate shall be subscribed and sworn to by the president, treasurer, and secretary of such company, corporation, society, organization, or association. A like statement and certificate shall be filed annually thereafter on or before the first day of July of each year. For the filing of such statement or certificate a fee of ten dollars shall be paid to the secretary of state, and such statements and certificates shall be recorded by the secretary of state in a book kept for that pur- pose and open for public inspection. SEC. 40. (As added by Chapter 557, Public Laws, 1910.) Any company, corporation, society, organization, or associa- tion, or any agent or broker representing such company, cor- poration, society, organization, or association, selling or offering for sale any stock, shares, or installment shares, or any notes, 83 bonds, or other securities, in any such company, corporation, society, organization, or association which has failed to file a statement or certificate as herein provided, shall be fined not exceeding five hundred dollars for each offence. SEC. 41. (As added by Chapter 557, Public Laws, 1910.) Nottoa PP i y to J ' certain co- The provisions of this act shall not apply to any corporation p ratlons - incorporated under the laws of this state where at least ninety per centum of the property of such corporation is located in this state. SEC. 42. (As added by Chapter 557, Public Laws, 1910.) On the request of the governor or secretary of state, the bank commissioner shall privately examine the books and accounts of receiver, when, any such company, corporation, society, organization, or asso- ciation, and if in his opinion such company, corporation, society, organization, or association is insolvent, or its condition is such as to render a continuance of the business hazardous to the public, said bank commissioner may petition the superior court for the counties of Providence and Bristol for the appointment of a receiver of the estate and effects in this state of such company, corporation, society, organization, or association, and for an injunction to restrain such company, corporation, society, organization, or association, its officers or agents, from doing business, in this state, and from selling or offering for sale in this state its stock, shares, notes, bonds, or other securities, and if incorporated under the laws of this state, for a dissolu- tion, and said court shall have jurisdiction in equity of such petition. Such receiver shall have the rights and powers given to receivers under the provisions of Sections 28, 29, and 30 of this chapter, and all acts in amendment thereof or in addition thereto. The actual expenses of such examination of the books and Expense of examination to accounts of such company, corporation, society, organization, or association shall be paid by such company, corporation, society, organization, or association if found by the bank commissioner to be insolvent or the continuance of its business Superior court may enjoin such company from doing business or may dissolve and appoint receiver. 84 to be hazardous to the public, or of failing to file any report as required by law. If any company, corporation, society, organization, or associa- tion refuses to allow an examination of its books and account by the bank commissioner, he shall apply to the superior court for the counties of Providence and Bristol alleging such fact, and said court, on proof thereof, shall enjoin such company, corporation, society, organization, or association from doing business within this state, and from selling or offering for sale in this state its stock, shares, notes, bonds, or other securities, and if such corporation is incorporated under the laws of this state the court may order a dissolution of said corporation and may appoint a receiver, who shall have the rights and powers above referred to. Members of, how long liable for debts of. A certificate of payment of capital stock made and recorded, how. CHAPTER 214. (ALL SECTIONS REPEALED BY GENERAL CORPORATION LAW, EXCEPT SECTION 22 HEREOF.) Of Manufacturing Corporations. SECTION 1. The members of every incorporated manu- facturing company shall be jointly and severally liable for all debts and contracts made and entered into by such company, except as hereinafter provided, until the whole amount of the capital stock fixed and limited by the charter of said company, or by vote of the company in pursuance of the charter or of law, shall have been paid in and a certificate thereof shall have been made and recorded, in a book kept for that purpose, in the office of the town clerk of the town wherein the manufactory is established, and no longer, except as hereinafter provided. SEC. 2. The president and directors, with the treasurer and clerk of such company, within ten days after the payment of the last installment of the capital stock fixed and limited by the charter or by vote of the company, in pursuance of the charter or of law, shall make a certificate stating the amount 85 of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president, treasurer, and clerk, and by a majority of the directors, and they shall, within said ten days, lodge the same to be recorded in the book kept as afore- said in the office of the town clerk of the town wherein the manufactory shall be established. In case of increase of the capital stock of said companies, like proceedings shall be had as to the amount added and paid in. SEC. 3. If any of said officers shall refuse or neglect to per- Liability for neglect. form the duties required of them as aforesaid, they shall be jointly and severally liable for all debts of the company con- tracted after the expiration of said ten days and before such certificate shall be recorded as aforesaid. SEC. 4. Every such company, including companies created increase or de- crease of capi- by special act of the general assembly, may increase or decrease tal stock- its capital stock in the manner provided by sections seven and eight of chapter two hundred twelve within the limits author- ized by its charter, but the increase or decrease in any case, and whether such corporation is created under chapter two hundred twelve of the General Laws, or otherwise, may be had upon the affirmative vote of a majority of the capital stock having the right to vote on the question of such increase or decrease, passed at a meeting of the corporation duly called for that purpose: Provided, however, that on the question of increase or decrease, as on all other questions arising at any meeting of shareholders of any such corporation now or here- after existing, all outstanding shares shall have equal voting rights unless otherwise provided by the charter of any such corporation or by the agreement to form such corporation, or by any amendment of such charter or agreement. In case of any decrease of capital stock, as above provided, a certified copy of the vote effecting the same, signed and sworn to as provided in section two, shall within ten days after its passage be recorded in the manner provided in said section two, and in default thereof the directors of the company shall be jointly and severally liable for all debts of the company contracted after 86 Liability of the stockholders if capital stock be withdrawn before pay- ment of debts. Liability of directors for making a dividend when a company is insolvent. Note given for stock is not to be considered payment. Of appraisal of property of manufacturing corporations by assessors. said ten days and before the recording of the copy of the vote as aforesaid. SEC. 5. If any part of the capital stock of such company shall be withdrawn and refunded to the stockholders before payment of all the debts of the company contracted previously to the recording of the copy of the vote reducing the capital stock, as in the preceding section required, all the stockholders of the company shall be jointly and severally liable for the payment of said last mentioned debts. SEC. 6. If the directors of any such company shall declare and pay any dividend when the company is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing and for all that shall be thereafter contracted so long as they shall respectively continue in office: Provided, that the amount for which they shall all be so liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend or shall object thereto and shall file their objection in writing with the clerk of the company, they shall be exempted from such liability. SEC. 7. No note or obligation given by any stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock, and no loan of money shall be made by any such company to any stock- holder therein; and if any such loan shall be made to a stock- holder, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan and interest for all the debts of the company con- tracted before the repayment of the sum so loaned. SEC. 8. In case any manufacturing company owning a manu- facturing establishment has obtained or shall obtain a charter of incorporation, and all the members of the corporation shall be members of the company, or the members of the corporation not members of the company shall own less than one-third of the stock of the corporation, the manufacturing establishment, 87 including the real estate and machinery conveyed by the com- pany to the corporation, shall be appraised by the assessors of taxes of the town wherein such manufactory shall be situated, and the amount of the capital stock of such corporation repre- sented by such real estate and machinery shall not exceed the sum at which the same may be appraised as aforesaid, either in the whole under the provisions of this chapter, or in any part which may be exchanged by any member of the company for shares in the stock of such corporation, or in which he may pay assessments laid on his shares in the same. SEC. 9. Such assessors shall receive for their services in Compensation of the appraising such real estate and machinery the sum of ten assessors. dollars, to be equally divided between such of them as may act in the premises, not being less than a majority of the whole number, together with their necessary expenses in making such appraisement, to be paid by the corporation. SEC. 10. A certificate of such appraisement, signed and Certificate to be made and sworn to by the assessors making the same, shall be first re- recorded - corded as aforesaid, in addition to the certificate required by section two of this chapter, before the liability of the members of such corporation for the debts and contracts of the same shall cease. SEC. 11. The liability of members of an incorporated manu- Liability of stockholders facturing company provided by section one of this chapter, limited - and of the members of such corporation under other statutory provisions, for the debts of such company hereafter contracted or for obligations hereafter incurred, shall be and hereby is limited to the shares of such members in such corporation paid up to the par value thereof. SEC. 12. The whole amount of the debts which any such Debts not to exceed capital corporation shall at any time owe shall not exceed the amount of its capital stock actually paid in; and in case of any excess the directors under whose administration it shall happen shall be jointly and severally liable, to the extent of such excess, for all the debts of the company then existing, and for all that shall be contracted as long as they shall respectively continue in n: 88 Director, absent or not assenting, may exempt himself from liability. A -manufactur- ing corpora- tion heretofore incorporated may adopt provisions of this chapter, how. Of the certificates required of manufacturing corporations. office, and until the debts shall be reduced to the amount of the capital stock of such company paid in. SEC. 13. Any director who shall be absent at the time of contracting any debt contrary to the foregoing provisions, or who shall object thereto, may exempt himself from said liability by forthwith giving notice of the fact to the stockholders at a meeting which he may call for that purpose. SEC. 14. If any manufacturing company heretofore in- corporated, having a capital paid in of thirty thousand dollars or upwards, shall, at any legal meeting called for that purpose, vote to adopt the provisions contained in this chapter, and shall also cause to be recorded, as provided in section two of this chapter, a certificate, signed by the president, treasurer, clerk and a majority of the directors, stating the amount of the capital actually paid in, and, if any part thereof has been divided or withdrawn, stating also the amount of the debts and credits and an estimate of the value of the real and personal estate of said corporation for the purpose of carrying on the business thereof at the time of making such certificate; and if the said officers shall make oath that they have carefully examined the records and accounts of said corporation, and faithfully estimated the value of the property and the funds thereof, and that said certificate by them signed is true, accord- ing to their best knowledge and belief; then no stockholder shall be liable for any of the debts of the said company con- tracted after the recording of such certificate, except for the causes and in the manner hereinbefore provided. SEC. 15. If by the terms of any act incorporating a manu- facturing company, directors, managers, or the like, are not required to be chosen and none are chosen under and by virture of the by-laws of the corporation, the certificates required by sections two and fourteen of this chapter, signed and sworn to by the officers required to be chosen by the charter or by-laws, shall have the same effect as if signed and sworn to by the officer or officers and a majority of the directors required by said sections two and fourteen. 89 SEC. 16. The real and personal estate of every manufac- Estate of manufacturing luring corporation incorporated under, or which shall vote to \SSFfir51 adopt the provisions of this chapter, shall be liable to be attached and taken, levied on and sold for the debts and liabilities of the company on any writ of attachment or execution issued against the company for such debt or liability, the writ to be a writ of attachment in common form, and the courts issuing executions against such corporations shall conform their executions so as to carry out the provisions of this section. SEC. 17. If any certificate made or any public notice given Liability of . officers for by the officers of any manufacturing company, in pursuance of false certifi- cate. the provisions of this chapter, shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they were stock- holders or officers thereof. SEC. 18. Whenever any of the officers of any manufac- Remedy against any turing company shall be liable, by the provisions of this chapter, to pay the debts of such company or any part thereof, any person to whom they may be so liable may have an action of the case against any one or more of the said officers, and the declaration in such action shall state the claim against the company and the ground on which the plaintiff expects to charge the defendant personally, and such action may be brought, notwithstanding the pendency of an action against the company for the recovery of the same claim or demand, and both of the actions may be prosecuted until the plaintiff shall obtain the payment of his debt and the costs of both actions. SEC. 19 All proceedings to enforce the liability of a stock- Proceedings for the holder for the debts of a corporation shall be either by suit in equity, conducted according to the practice and course of s equity, or by an action of debt upon the judgment obtained against such corporation, and in any such suit or action such stockholder may contest the validity of the claim upon which the judgment against such corporation was obtained, upon 90 Stockholders liable for contribution. Remedy of an officer who has paid debt of company. Persons and property of the stockholders, exempt, when. Who liable for debts of company, on stock held in a fiduciary capacity. any ground upon which such corporation could have contested the same in the action in which such judgment was recovered. SEC. 20. Any stockholder who shall, whether voluntarily or by compulsion, pay any debt of the company for which he is made liable by the provisions of this chapter, may recover the amount so paid in an action of the case against the company, in which action the property of the company only shall be liable to be taken and not the person or property of any stock- holder of the company; or the person who shall have so paid such debt of the company may proceed in the superior court in equity, for contribution, against any one or more of the stock- holders who were originally liable with him for the payment of said debt, and may recover against each of them their just and equitable proportion thereof. SEC. 21. Any officer of a manufacturing company who shall pay any debt of the company, for which he is made liable by the provisions of this chapter, may recover the amount so paid in an action against the company for money paid for their use, in which action the property of the company only shall be liable to be taken and not the person or property of the stockholder. SEC. 22. No person shall hereafter be imprisoned or be continued in prison, nor shall the property of any such person be attached, upon an execution issued upon a judgment ob- tained against a corporation of which such person is or was a stockholder. SEC. 23. No person holding stock in any manufacturing company as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject, by virtue of such stock, to any liabilities as a stockholder of such company, but the person pledging such stock shall be considered as holding the same and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian and trustee shall be liable in his hands in like manner and to the same extent as the deceased testator or intestate or the ward 91 ( ;/;, : :"-;";:-;:-. \'\ or person interested in such trust fund would have been if they had respectively been living and competent to act and had held the same stock in their own names. SEC. 24. All manufacturing corporations hereafter created w ^at corpora- tion affected shall be subject to the provisions of this chapter. by this chapter EXCERPTS FROM CHAPTER 300 OF THE GENERAL LAWS OF RHODE ISLAND, RELATING TO FOREIGN CORPORATIONS DOING BUSINESS IN THIS STATE. (Sections 42 to 48 Repealed, etc., by General Corporation Law; see also Section 66 thereof.) Sec. 42. No corporation, unless incorporated by the Foreign cor- porations to general assembly of this state, or under general law of this state, excepting national banking associations or other corpora- 48 tions existing under the laws or by the authority of the United States, shall carry on within this state the business for which it was incorporated, or enforce in the courts of this state any contract made within this state, unless it shall have complied with the following sections of this chapter. Sec. 43. Every such foreign corporation shall appoint Resident attor- ney to be ap- by written power some competent person, resident in this pointed to accept service state, as its attorney, with authority to accept service of all process against such corporation in this state, and upon whom all process, including the process of garnishment, against such corporation in this state may be served, and who, in case of garnishment, when the fees therefor shall have been paid or tendered, shall make the affidavit required by law in such cases, and who shall cause an appearance to be entered in like manner as if such corporation had existed and been duly served with process within this state. Sec. 44. A copy of such power of attorney, duly certified Certified copy of power of and authenticated shall be filed with the secretary of state; and copies thereof, duly certified, shall be received in evidence oSed* cop ,,-,,. to be received ID all COUrtS Of thlS State. in evidence. 92 Attorney to be maintained by appointment from time to time. Service on attorney binds the principal. Penalty for acting as agent or officer of such corpora- tion if attorney is not appointed. Foreign insurance companies excepted. Sec. 45. If such attorney shall die or resign or be re- moved, the corporation shall make a new appointment as aforesaid and file a copy with the secretary of state as above prescribed, so that at all times there shall be within this state an attorney authorized to accept service of process and to enter an appearance as aforesaid ; and no such power of attorney shall be revoked until after a like power shall have been given to some other competent person resident in this state, and a copy thereof filed as aforesaid. Sec. 46. Service of process upon such attorney shall be deemed sufficient service upon his principal. Sec. 47. No person shall act within this state, as agent or officer of any foreign corporation, unless such corporation shall have appointed an attorney as hereinbefore provided, and every person so acting shall be fined one thousand dollars. Sec. 48. The preceding six sections shall not be held to apply to foreign insurance companies doing business in this state, but such companies shall continue to be governed by chapter two hundred twenty. RETURN Government Documents Department TO ^ 350 Main Library 642-2568 LOAN PERIOD 1 2 3 4 5 6 ALL BOOKS MAY BE RECALLED AFTER 7 DAYS DUE AS STAMPED BELOW FEB 2 3 1987 RECD IN f B nr>CS PF PT - 6198/ - - UNIVERSITY OF CALIFORNIA, BERKELEY FORM NO. DD7. 68m, 1 782 BERKELEY, CA 94720 $ YC 344U7 UNIVERSITY OF CALIFORNIA LIBRARY