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tion of the bank or its officers subsequently to be heard in open court. The secretary of state may appoint a special agent to take charge of the affairs of an insolvent bank temporarily, until a receiver is appointed; such agent to qualify, give bond and receive compensation the same as a regularly appointed bank examiner; such compensation to be paid by such bank, or allowed by the court, as costs in case of the appointment of a receiver: Provided, that in no case shall any bank continue in charge of such special agent for a longer period than 60 days. Any bank or trust company doing business in this state under the laws cited in this act, may place its affairs and assets under the control of the secretary of state by posting a notice on its front door as follows: "This bank is in the hands of the secretary of state." The posting of this notice or of a notice by the secretary of state that he has taken possession of any bank shall be sufficient to place all it assets and property of whatever nature in the possession of the secretary of state, and shall operate as a bar to any attachment proceedings whatever. (Laws 1897, p. 83.)

SEC. 1306. General assignment, bank or trust company cannot make-duty of secretary of state-insolvent bank or trust company cannot do what.-It shall be unlawful in this state for a bank or trust company to make a voluntary general assignment of its business and affairs. In case it shall find itself to be in a failing condition it shall immediately place itself in the hands of the secretary of state. Any deed of voluntary general assignment executed by any such bank, individual banker or trust company shall be null and void, and in case the officers or directors of any such institution shall endeavor to make any voluntary general assignment of its assets the secretary of state shall immediately take possession thereof and proceed as heretofore provided in the case of insolvent banks in this state for the appointment of a receiver by court. All transfers of the notes, bonds, bills of exchange, or other evidence of debt owing to any bank or trust company, or of deposits to its credit; all assignments of mortgages, sureties on real estate, or of judgments or decrees in its favor; all deposits of money, bullion or other valuable thing for its use, or for the use of any of its shareholders or creditors; and all payments of money to it, made after the commission of an act of insolvency, or in contemplation thereof, made with a view to prevent the application of its assets in the manner prescribed by this act, or with a view to the preference of one creditor to another, shall be utterly null and void. No attachment, injunction or execution shall be issued against such bank or trust company or its property before final judgment in any suit, action or proceeding in any state, county or municipal court. (Laws 1897, p. 83, amended.)

SEC. 1307. Proceedings against corporations refusing to be examined.-If any such corporation or individual banker shall refuse to submit its or his books, papers and concerns to the inspection of the secretary of state or any of his examiners, or if any officer or director thereof shall refuse to submit to be examined upon oath touching the concerns of such corporation or individual banker, or if it or he shall be found to have violated its or his charter, or any law of the state binding upon them, the secretary of state shall report the fact to the attorney-general, who shall institute such action or proceedings against such corporation or individual bankers as is authorized in section 1305 against insolvent banks. (Laws 1897, p. 83.)

SEC. 1308. Oath and bond of examiner - who shall not be appointed-penalty for false report.-Every examiner appointed by the secretary of state shall, before entering upon the duties of his appointment, take and file in the office of state auditor an oath to support the constitution of the state, to faithfully demean himself in office, to make fair and impartial examinations, and that he will not accept as presents or emoluments any pay, directly or indirectly, for the discharge of any act in the line of his duty other than the remuneration fixed and accorded him by law, and that he will not reveal the condition of any bank or trust company examined by him, or any information secured in the course of any examination of any bank or trust company, to any one except the secretary of state. No such examiner shall be appointed who is an officer or stockholder in any bank. No such examiner shall be appointed receiver of any bank whose books, papers and affairs he shall have examined pursuant to his appointment; and every such examiner shall enter into a bond, payable to the state of Missouri, in the sum of $10,000 to be approved by the secretary of state and deposited in the office of the state auditor, conditioned that he will faithfully perform his duties as such examiner; and in case any such examiner shall knowingly report any such fund company, bank or trust company in an insolvent condition, or in case he shall report any such fund company, bank or trust company to be solvent, knowing the same to be otherwise, and any person be injured thereby, such person shall have a right of action on such bond for his injuries. Such action shall be brought in the name of the state at the relation of the injured party. (Laws 1897, p. 83.)

SEC. 1309. Compensation of examiners.-As full compensation for the performance of the duties of examiner each person so appointed shall be entitled to receive a salary of $2000 per annum, beside necessary traveling expenses. An itemized account, which shall be approved by the secretary of state, shall be kept and rendered monthly: Provided, that nothing in this act shall authorize the appointment of more than four persons to assist the secretary of state in carrying out the duties imposed by this act, and the persons so appoined shall devote their entire time to the performance of the duties herein provided for. (Laws 1897, p. 83.)

SEC. 1310. Violation of oath a felony.-For any violation of his oath of office or of any duty imposed upon him by this act, any examiner shall be deemed guilty of a felony, and upon conviction shall be punished by imprisonment in the penitentiary for a term not exceeding five years or by a fine of not less than $100 or more than $1000, or by imprisonment in the county or city jail for not less than one nor more than twelve months, or by both such fine and imprisonment, and upon indictment of any such examiner for any violation of this act, he shall be disqualified from further discharging the duties of such office until such indictment is fully disposed of. (Laws 1897, p. 83.)

SEC. 1311. Examiner prohibited from accepting free transportation.-It shall be unlawful for any examiner appointed under the provision of this act to accept, receive or ride on any free transportation while engaged on official business, and any officer who shall request such free transportation for any such examiner shall be guilty of a misdemeanor. (Laws 1897, p. 83.)

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SEC. 1312. Who may be incorporated-what articles shall contain.-Any three or more persons who shall have associated themselves, by articles of agreement, in writing, as provided by law, for any of the purposes included under section 1319, may be incorporated under any name or title designating such business. The articles of agreement shall set out: First, the corporate name of the proposed corporation, which shall not be the name of any corporation heretofore incorporated in this state for similar purposes, or an imitation of such name; second, the name of the city or town and county in which the corporation is to be located; third, the amount of the capital stock of the corporation, the number of shares into which it is divided, and the par value thereof, that the same has been bona fide subscribed, and one-half thereof actually paid up in lawful money of the United States, and is in the custody of the persons named as the first board of directors or managers; fourth, the names and places of residence of the several shareholders, and the number of shares subscribed by each; fifth, the number of the board of directors or managers, and the names of those agreed upon for the first year; sixth, the number of years the corporation is to continue, which in no case shall exceed fifty years; seventh, the purposes for which the association or company is formed: Provided, that if upon organizing a corporation under this article it is desired that any portion of the stock shall be preferred, the articles shall further set out the

amount of such preferred stock, the number of shares thereof, the names of the subscribers therefor, and the number of shares of such stock subscribed by each shareholder. (R. S. 1889, § 2768, amended, Laws 1891, p. 79-m.)

SEC. 1313. Articles to be signed, acknowledged and recorded. The articles of agreement shall be signed and acknowledged by all the parties thereto, and recorded in the office of the recorder of deeds of the county or city in which the corporation is to be located; and a certified copy of such recorded instrument shall be filed in the office of the secretary of state. (R. S. 1889, § 2769, amended, Laws 1891, p. 77—n.)

(m) First-Object of the statute is to prevent corporations from conducting business in the names of firms and individuals, thereby misleading the public. 75 Mo. 424. When corporate name assumed is the name of a person or firm. See Section 959. Secretary of State must exercise his discretion in determining whether name adopted is an imitation of the name of an existing corporation. 92 Mo. 355.

Second-Must have a home, a principal place of business within the boundaries of the State. 49 A. 345; 114 Mo. 218.

Third-Pproperty may be taken in payment of capital stock of a corporation; but at a fair, just, lawful, bona fide valuation. 143 Mo. 109. This rule is not relaxed by the fact that the corporators did not intend any fraud on the creditors of the corporation. Id. And if it is shown that the property was of less value than the par of stock, the subscriber is chargeable for the difference. Id. Preferred stock bearing interest absolutely is unauthorized-statutory provision for such stock being for a stated rate of dividend which should be payable only out of the net yearly income of each current year. 63 A. 367. See Section 1332. Subscriber not estopped by recital in articles of association from showing that his stock is fully paid, when. 61 A. 134. Whether it means that one-half of aggregate capital has been paid, or that fifty per cent. has been paid on each share of stock, query. 61 A. 134. Recital in articles of association that one-half of the stock has been paid will not estop a subscriber from proving that his stock is fully paid. Id. Requirement as to payment of one-half of capital stock is substantially complied with if the corporation has property where, market value is greater than the par value of the stock. 13 A. 139. A. substantial compliance with conditions attached to the grant of corporate franchises is all that is required. 13 A. 139; 84 Mo. 378. Promoters who form a corporation occupy a position of trust and confidence, and it devolves upon them to make full disclosures of their interest in and relations to the property. 104 Mo. 572. Stock may be paid for in property at a fair and honest valuation. 118 Mo. 238; 131 Mo. 620; 143 Mo. 109; 61 A. 134. See Sections 962 and 1323.

Sixth-Corporate existence means full authority to transact business, and dates from the filing of articles of association with Secretary of State. 55 Mo. 310; 71 Mo. 128; 79 Mo. 410; 95 Mo. 110; 18 A. 363; 20 A. 347. Doubts as to duration of charter of business corporations resolved against unlimited duration. 129 Mo. 468. Intent expressed by the articles of association touching its duration govern, when the intent is not repugnant to the law. 141 Mo. 29. This case is treated on the assumption that the twenty-year limitation applies to educational corporations. Id. "Perpetual succession" implies nothing more than a continuous succession during the existence of the corporation as fixed by its charter. As thus used no measure of duration is intended. 138 Mo. 332; 129 Mo. 468; 5 A. 337. The twenty-year limitation does not apply to corporations purely charitable. 99 Mo. 533. See Section 971.

Seventh-For "purposes" See Section 1319, which is construed. 123 Mo. 56. Corporation has no authority to engage in business not within scope of its purposes as set forth in its articles of incorporation. 41 A. 665. Ultra vires may be pleaded, when. Id. See Sections 959, 960 and 971.

(n) Failure to file articles of association with Secretary of State, effect of. 107 Mo. 616; 55 Mo. 311. Subscriber cannot plead as a discharge from his subscription that he did not sign articles as Statutes require, when. 73 A. 240. Corporate existence becomes complete when the articles of association are filed in office of Secretary of State. 61 A. 142; 127 Mo. 356. See Section 955.

SEC. 1314. Certificate, evidence of incorporation.—The secretary of state shall give a certificate that said corporation has been duly organized, and the amount of its capital, and such certificate shall be taken by all courts of this state as evidence of the corporate existence of such corporation. The persons so acknowledging such articles of association, and their associates and successors, shall, for the period not to exceed fifty years next succeeding the issuing of such certificate by the secretary of state, be a body corporate; and by such name they and their successors shall be entitled to have, possess. and enjoy all the rights and privileges conferred by law upon corporations, subject to the provisions of this article. (R. S. 1889, § 2770-0.) SEC. 1315. Foreign corporations to procure a license from secretary of state.-No corporation organized or incorporated under the laws of any other state shall do business in this state if such company if organized in this state would organize under article 9 of chapter 12 of the Revised Statutes, or acts amendatory thereof, without first procuring a license therefor, which license shall be granted by the secretary of state. (New section—p.)

SEC. 1316. Corporation shall file copy of its articles of association with the secretary of state. In order to procure such license it shall be necessary for the corporation applying therefor to file with the secretary of state a copy of its articles of association and charter granted by the state or territory under which it is organized, and if it shall appear that such company or corporation could not organize under the laws of this state, license shall be refused: Provided, that this act shall not be construed so as to permit any corporation violating the anti-trust laws of this state to have license to transact business. (New section.)

SEC. 1317. License fee.-There shall be paid to the state treasury a fee of $10.00 by each company procuring a license for the issuance thereof. (New section.)

SEC. 1318. Attorney-general to enforce this act.-It shall be the duty of the attorney-general to enforce the provisions of this act. (New section.)

SEC. 1319. May incorporate for what purposes.-Corporations may be created under this article for any of the following purposes:

First-To carry on any kind of mining, mechanical, chemical, manufacturing, smelting, printing, coal-oil or petroleum business.

Second-To encourage and promote agriculture and the improvement of stock, and for these purposes, may establish fair grounds. Third-To construct toll-bridges.

Fourth-To erect hotels, halls, market-houses, warehouses, exchange and other buildings, and for the purpose of purchasing, owning and renting buildings already erected.

Fifth-To build wharves, docks, grain elevators, levees, and to construct canals and embankments for the reclaiming of lands.

Sixth-To convey and transport persons and freight on land or

water by any mode of conveyance whatever.

Seventh-To construct and operate horse railroads.

(0) 99 Mo. 533; 129 Mo. 468; 133 Mo. 545.

(p) See Sections 1024, 1025 and 1026.

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