.

be extended for such period as was originally permissible to it, or as may be stated in its certificate of acceptance. But nothing herein contained shall extend or continue to any corporation organized or existing under a special law or charter any special privilege, immunity, franchises or exemptions not possessed by corporations organized under the general laws of this state; and any corporation organized or existing under special law or charter shall, by accepting or availing itself of the provisions of this section, be deemed and held to thereby waive and surrender any and all such special privileges, immunities, franchises and exemptions, and it shall be subject to all the duties and obligations of corporations under the general laws of this state: Provided, further, that the duration of such corporation shall not be continued as aforesaid, until such corporation shall pay into the state treasury fifty dollars for the first fifty thousand or less of the capital stock of corporation, and a further sum of five dollars for every additional ten thousand dollars of its capital stock, as provided by law: Provided, that nothing in this section contained shall be construed as to authorize the renewal, continuance or extension of the charter of any company engaged in the manufacture or sale of illuminating gas. (R. S. 1889, § 2509-bb.)

SEC. 973. What shall constitute board-quorum-validity of acts, resident members, number of. When the corporate powers of any corporation are directed by its charter, or the provisions of this law, to be exercised by any particular body or number of persons, a majority of such body or persons, if it be not otherwise provided in the charter or law creating it, shall be a sufficient number to form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board shall be valid as a corporate act: Provided, that not less than three members of such board shall be citizens and residents of the state, and all meetings thereof shall be held at the general office of the company within the state. (R. S. 1889, § 2510, amended-c.)

SEC. 974. Parol contracts binding, when.-Parol contracts may be binding upon corporations if made by an agent duly authorized by a corporate vote, or under the general regulations of the corporation; and contracts may be implied on the part of such corporations

(bb) 151 Mo. 162.

(c) Directors will not be permitted to manage corporate property for their personal gain, or to acquire an advantage over other stockholders. 129 Mo. 106. Director may, in good faith, loan money to corporation for legitimate purposes, and hold it as a valid claim. 118 Mo. 238. Where director indorses notes of corporation for its accommodation, corporation may secure such director if indorsement was in good faith. 47 Mo. 462. Directors not entitled to compensation unless by virtue of some statute, by-law, or prior action of stockholders. Neither can they vote themselves compensation for services after services have been rendered. 44 A. 59. Directors may make assignment for benefit of creditors, provided there is no restriction in statute, charter, articles of association or by-laws. 91 Mo. 367. Directors can neither represent nor bind a corporation except when duly assembled and acting as a board. 119 Mo. 9. Corporate stock is a trust fund for creditors, but it has never been held that directors are trustees for creditors. 36 Mo. 288. Directors must not use corporate funds for private purposes; if so profits must be turned over to the corporation. 95 Mo. 467. Assignment must be by resolution by majority of board of directors. 144 Mo. 331; 25 A. 439; 30 A. 15; 39 A. 131, 461, 453; 51 A. 483; 64 A. 681; 68 A. 546; 91 Mo. 367; 92 Mo. 79, 89; 93 Mo. 485; 95 Mo. 407; 96 Mo. 468; 97 Mo. 38; 119 Mo. 9; 129 Mo. 106; 144 Mo. 339; 138 Mo. 140.

from their corporate acts, or those of an agent whose powers are of a general character. (R. S. 1889, § 2511-d.)

SEC. 975. Contested corporate elections-process, how served. In any proceeding brought to try the title to any office in any corporation organized under the laws of this state, or to test the validity of any election of director, trustee or other officer in any such corporation, if any defendant be a non-resident of this state, or have absconded from his usual place of abode in this state, or have concealed himself so that the ordinary process of law cannot be served upon him, service of process may be made upon him in the manner prescribed by sections 575 and 581, or by section 582 of the Revised Statutes of Missouri. Where a suit has been instituted in this state by a citizen thereof against a non-resident director of any corporation of this state, for mismanagement or fraud in the discharge of his official duties, it shall be the duty of such non-resident director to enter his appearance in said suit after personal service on him as provided in case of a resident defendant by the laws of the state regulating civil practice, and failure of such director to enter his appearance as herein prescribed shall work a forfeiture of his office of director. (R. S. 1889, § 2512.)

SEC. 976. Dissolution of corporation - who shall be trustees-powers and duties of. — Upon the dissolution of any corporation already created, or which may hereafter be created by the laws of this state, the president and directors or managers of the af fairs of said corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of such corporation, with full power to settle the affairs, collect the outstanding debts and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them; to sue for and recover such debts and property by the name of the trustees of such corporation, describing it by its corporate name, and may be sued by the same; and such trustees shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall have come into their hands. (R. S. 1889, § 2513—e.)

(d) Secretary has no power, by virtue of his office, to bind corporation by contract. 64 A. 677; 51 A. 66. Unauthorized acts of officers of corporation may be ratified. 75 Mo. 178; 127 Mo. 439; 139 Mo. 1. Ratification need not be evidenced by vote or formal resolution of directors. 75 Mo. 178; 107 Mo. 133. And need not be authenticated by corporate seal. 75 Mo. 178; 9 Mo. 468. Section only declaratory of what law was before its passage. 51 Mo. 43. Agents may be employed, how. 81 Mo. 137; 40 A. 40; 77 A. 434. Knowledge of agent knowledge of corporation, when. 38 Mo. 228; 52 Mo. 181; 66 A. 260; 67 A. 115. When not. 114 Mo. 519; 122 Mo. 332; 12 Mo. 427; 149 Mo. 181.

(e) Purely business and manufacturing corporations, formed under general statutes, are deemed dissolved when they cease to do business and have become divested of their property. 9 A. 114; 43 A. 482. But such acts would not per se accomplish its dissolution. 41 Mo. 563; 65 Mo. 279; 11 A. 594. When it is concluded that the objects of a corporation have been abandoned, or when it appears that the power to do business does not exist, then a legal dissolution may be declared. 50 A. 648. A corporation may go into voluntary liquidation even though it is on the eve of extinction by command of the law itself. 3 A. 159. Where corporation is dissolved, court of equity will lay hold of its assets for purpose of applying them to the payment of bona fide creditors. 41 Mo. 563; 42 Mo. 63. Will respect liens and preferences already acquired against its assets. 122 Mo. 154. Sales by corporation of its property in good faith, for valuable consideration, does not amount to dissolution of corporation. 41

SEC. 977. Voluntary dissolution of corporation, when permitted-judgment of dissolution, when entered.-Whenever the directors or other officers having the management of the concerns of any private corporation organized under the laws of this state, or a majority of the stockholders of such corporation shall discover that the stock, property and effects of such corporation have been so far reduced by losses or otherwise that it will not be able to pay all just demands against the same or to afford security to those who may deal with such corporation; or whenever the stockholders holding at least two-thirds in value of all the shares of stock in said corporation shall adopt a resolution favoring a dissolution of such corporation, whether said corporation be indebted or not, or whether its stock has depreciated below its par value or not, such corporation may be dissolved by a judgment or decree of the circuit court of the county in which its principal office for the transaction of its business is located, and if such office is situated in the city of St. Louis, such judgment of dissolution may be rendered by either of the circuit courts of eighth judicial circuit. (New section.)

SEC. 978. Application for dissolution, how made—petition shall contain, what.-Application for such dissolution shall be made by a petition, verified by the president and secretary or by a majority of the directors, setting forth a clear and concise statement of the reasons which induce the stockholders to desire a dissolution of the corporation. Among other things, said petition shall contain a full and true inventory of all the estate, both real and personal, in law and in equity, of such corporation, and of all the books, vouchers and securities relating thereto; also a full and true account of the capital stock of such corporation, specifying the names of the stockholders, their residence, if known, the number of shares belonging to each, the amount paid in upon such shares respectively and the amount, if any, due thereon; also all incumbrances on the property of such corporation by judgment, mortgage, pledge or otherwise, a list of all the creditors of said corporation and of all engagements entered into by said corporation, not fully satisfied or cancelled. (New section.)

SEC. 979. Interested persons, appearance and summons of-general notice to be published - continuance. Upon the filing of such petition an order shall be made by the court, if

Mo. 563.

But is equivalent to surrendering of its rights where it suffers acts to be done which have the effect of destroying object for which it was created. 48 Mo. 543. Purely business and manufacturing company formed under general statutes, are deemed dissolved when they cease to do business, and have become divested of its property. 9 A. 114; 36 A. 288; 40 A. 40; 47 A. 94; 49 A. 450; 52 A. 451; 93 Mo. 197; 104 Mo. 91; 121 Mo. 614: 123 Mo. 313; 126 Mo. 393; 127 Mo. 439; 128 Mo. 341; 130 Mo. 188; 131 Mo. 280; 133 Mo. 552; 139 Mo. 467. Neither loss of all corporate property, nor failure to hold regular meeting or to elect officers, nor all combined, necessarily amount to a forfeiture of franchise. 50 A. 648. But when objects of corporation have been entirely abandoned, then a legal dissolution may be declared. Id. Where period of existence is not fixed by the act incorporating or by the articles of association under which it is incorporated under the general law, the corporation becomes ipso facto dissolved at the expiration of twenty years from the date thereof. 84 Mo. 202; 133 Mo. 545. The limited time of existence having expired, no judicial determination of the fact is required; the corporation is de facto dead; the dissolution is declared by the act of the legislature itself. Id. It can no longer act in a corporate capacity, and its title to property ceases, and devoles upon trustees for the settlement of its affairs. 133 Mo. 545; 144 Mo. 331; 149 Mo. 74, 181.

filed in term time, or by the clerk, if filed in vacation, requiring all persons interested in such corporation to show cause, if any they have, why such corporation should not be dissolved on or before a day or term of said court therein named. The several officers of said corporaiton and the various stockholders therein may enter their voluntary appearance in said court at the time of filing such petition, and all stockholders and creditors of said corporation and all persons having unexecuted contracts with said corporation, who do not enter their voluntary appearance in said court, shall be notified by a summons, under the hand and seal of the clerk of the court, reciting the filing of said petition, its general puropse and nature, and citing them to appear in said court on a day to be named in said writ to show cause, if any they have, against such dissolution, such day being fixed not less than twenty-one days nor more than thirty days after the filing of said petition. In addition to said summons notice of a general nature and cause of said application shall be published in some newspaper of general circulation in the county in which such proceeding is commenced, once a week for three weeks consecutively, and proof of service and publication shall be made before any order is made upon such petition. The court shall have power to continue such application for service upon all interested parties from time to time, to issue new rits if necessary, according to the practice therein. (New section.)

SEC. 980. Judgment of dissolution entered, wherecertain property not to be diverted.-If upon a hearing of such application the court shall be satisfied that the prayer of such petition can be granted without prejudice to the public welfare, or the interest of the corporators or the creditors of such corporation, it may enter a judgment or decree dissolving such corporation and direct that the president and directors or managers of said corporation shall take charge of its assets and administer them as now provided by section 976 of the Revised Statutes of Missouri for the year 1899: Provided, that no property devoted to religious, literary or charitable uses shall be diverted from the objects for which they were granted by means of the powers herein given to any corporation to dissolve, but the same shall be preserved by the decree of court. (New section.)

SEC. 981. Copy of judgment of dissolution to be sent to secretary of state.-Whenever the court shall grant such judgment of dissolution the clerk thereof shall send a certified copy of the order of the court to the secretary of state, the expense of which shall be taxed as costs in the case, and said copy shall be filed with the incorporating papers of such company. (New section.)

SEC. 982. Conveyances, how made.-It shall be lawful for any corporation to convey lands by deed, sealed with the common seal of said corporation, and signed by the president, vice-president or the presiding member or trustee of said corporation; and such deed, when acknowledged by such officer to be the act of the corporation, or proved in the usual form prescribed for other conveyances for lands,. shall be recorded in the recorder's office of the county where the land' lies, in like manner with other deeds. (R. S. 1889, § 2514—f.)

(f) A deed which professes to convey to a corporation by name which has no valid existence is a nullity and passes no title to any one. 63 Mo. 268; 47 A. 94; 42 Mo. 74; 55 Mo. 218; 77 Mo. 180; 105 Mo. 255; 113 Mo. 633; 29 A. 442; 30 A. 67; 37 A. 145; 40 A. 360; 62 A. 427; 63 A. 316; 92 Mo. 79; 104 Mo. 103; 114 Mo. 218; 116 Mo. 669; 127 Mo. 439; 133 Mo. 552. See section 971, subdivision 4.

SEC. 983. Directors personally liable, when. If the directors of any corporation shall knowingly declare and pay any dividend when the corporation 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 corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office: Provided, that the amount for which they shall be 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 or other officer of the corporation having charge of the books, they shall be exempted from the said liability. (R. S. 1889, § 2515—g.)

SEC. 984. Corporations may sue members, when and how.—All bodies corporate, by any suit at law in any court in this state, may sue for, recover and receive from their respective members all arrears or other debts, dues and other demands which now are or hereafter may be owing to them, in like mode, manner and form as they might sue for, recover and receive the same from any person who might not be one of their body, any law, usage or custom to the contrary thereof notwithstanding. (R. S. 1889, § 2516-h.)

SEC. 985. Execution may issue against stockholders, when. If any execution shall have been issued against any corporation, and there cannot be found any property or effects whereon to levy the same, then such execution may be issued against any of the stockholders to the extent of the amount of the unpaid balance of such stock by him or her owned: Provided, always, that no execution shall issue against any stockholder except upon an order of the court in which the action, suit or other proceedings shall have been brought or instituted, made upon motion in open court, after sufficient notice, in writing, to the person sought to be charged; and, upon such motion, such court may order execution to issue accordingly; and provided further, that no stockholder shall be individually liable in any amount over and above the amount of stock owned. (R. S. 1889, § 2517-i.)

(g) Wrongful acts of officers; where corporation will not sue; action by stockholder. 91 Mo. 217; 109 Mo. 297. Upon expiration of existence of corporation it can no longer act in corporate capacity and its title to property ceases. 133 Mo. 545. Section construed, 19 Mo. 327; 43 Mo. 42; 78 A. 463. See section 1321.

(h) When no defense to an action on subscription. 94 Mo. 560 See Const., Art. XII, sections 8 and 9. Also, 39 A. 583; 58 A. 667; 59 A. 30; 61 A. 361; 107 Mo. 133; 113 Mo. 642; 120 Mo. 330.

(i) Limitation of time as to liability of stockholders. 107 Mo. 133. Motion under this section takes place of suit in equity to reach assets in hands of stockholders. 82 Mo. 301. Proceeding by motion does not abate on death of stockholder; final adjudication treated as demand against estate. 86 Mo. 232. Proceedings cannot be maintained against administrator of deceased stockholder. 13 A. 15. Presumption is that certificate of stock in usual form is full paid. 88 Mo. 567; 15 A. 55. Franchise of corporation not subject to execution. 40 Mo. 140. One who holds stock as collateral not liable. 92 Mo. 635. In absence of fraud or collusion, judgment against corporation is conclusive evidence against stockholder in proceedings under this section. 123 Mo. 96; 131 Mo. 650. Stockholder may offset against his liability any demand he has against corporation. 130 Mo. 155. Stockholder may become creditor of corporation, and as such is entitled to same remedies as other creditors. 131 Mo. 650. Remedy by motion is cumulative and not exclusive. 10 A. 499. When liability of stockholder to judgment creditor commences. 35 A. 237. Stockholder must account to judgment creditor for dividend paid by insolvent corporation. 63 A. 521. Liability of shareholder for interest on unpaid capital stock. 47 A. 243. Appellate court will examine entire evidence and determine as in equity. 61 A. 134; 35 A. 186; 41 A. 11; 44 A. 172; 54 A. 43;