AN ACT CONCERNING ACKNOWLEDGEMENTS OF DEEDS AND OTHER [Session Laws, 1874.] edgements made before notary public out of be proved. 190. That all deeds and other instruments in writing How acknowlrelating to real estate in this state, which shall have been executed heretofore, or shall be hereafter executed, pur- this state shall porting to have been acknowledged or proved out of this state, before a notary public of any state or territory of the United States, shall be deemed prima facie to have been acknowledged or proved before a proper officer, and such deeds and other instruments in writing, and in case of the loss of the originals, a copy of the record thereof, with the certificate of acknowledgement or proof appertaining to the same, shall be received as prima facie evidence of the execution and acknowledgement thereof, anything in the statutes of this state to the contrary notwithstanding; provided, that before any such deed or other instrument in writing, or the record thereof, shall be read in evidence, a copy of the commission of such notary, certified by the secretary of the state or territory, under the seal of such state or territory, where such notary was commissioned, shall be recorded in the office of the recorder of the county where the real estate affected by such deed or other instrument in writing is situated. CHAPTER XIX. CORPORATIONS. AN ACT TO PROVIDE FOR THE FORMATION OF CORPORATIONS. Be it enacted by the General Assembly of the State of Colorado: How names of corporations ignated. 191. SECTION I. That corporations may be formed under the provisions of this act, for any lawful purpose, formed under but the corporate name of every corporation hereafter this act des organized (except Banks and corporations not for pecuniary profit), shall commence with the word "the" and end with the word "corporation," " 'company," "association" What shall be cate of incor poration. or society," and shall indicate by its corporate name the business to be carried on by said corporation. 192. SEC. 2. At any time hereafter any three or more stated in certifi- persons (except as hereinafter provided) who may desire to form a company for the purpose of carrying on any lawful business, may make, sign and acknowledge before some officer competent to take the acknowledgement of deeds, certificates in writing, in which shall be stated the corporate name of said company, the objects for which the company shall be created, the amount of the capital stock of said company, the term of its existence not to exceed twenty years, except as hereinafter provided, save and except to make perpetual, corporations insuring lives of individuals which have been heretofore or may be hereafter organized under the laws of Colorado, the number of shares of which the said stock shall consist, the number of directors or trustees of said company and the names of those who shall manage the affairs of such company for the first year of its existence, the name of the town, or place, and the county in which the principal office of the company shall be kept, and the name of the county or counties in which the principal business shall be carried on; and they shall cate to be filed. make as many such certificates as may be necessary, so as to file one in the office of the recorder of deeds in each of such county or counties, and one in the office of the secretary of state; and when any company shall be created under the laws of this state for the purpose of carrying on part of its business beyond the limits thereof, such certificate shall state that fact, and shall also state the name of the town and county in this state in which the principal office of said company shall be kept, and shall state the name of the county in which the principal business of such company is to be carried on within this state. Where certifi Certificate to be recorded by secretary of state and copies certi be evidence. 193. SEC. 3. When the certificates shall have been filed as aforesaid, the secretary of state shall record and carefully fied by him shall preserve the same in his office, and a copy thereof duly certified by the secretary of state under the great seal of the state of Colorado, shall be evidence of the existence of such company, but no certificate shall be filed or received for two corporations bearing the same name. Certificates of two corporations bear, ng same nam'e not to be filed. ileges of corpor have common at pleasure. 194. SEC. 4. Corporations formed under this act shall Rights and privbe bodies corporate and politic in fact and in name, by the ations; may name stated in such certificate, and by that name have suc- seal alterable cession for the period for which they are organized; may in any court of law or equity in this state sue and be sued; may have a common seal, which they may alter or renew at pleasure, by filing an impression of the same in the office of the secretary of state; may own, possess and enjoy so much real and personal estate as shall be necessary for the transaction of their business, whether acquired by purchase, grant, devise, gift or otherwise, and may from time to time. sell and dispose of the same or any part thereof when not required for the use of the corporation. They may borrow money and pledge their franchises and property both real and personal to secure the payment thereof; and may have and exercise all the powers necessary and requisite to carry into effect the objects for which they may be formed, as named in their certificate of incorporation. Representative value of shares. Subscriptions, payments and determined by 195. SEC. 5. The shares of stock shall not be less than ten (10) nor more than one hundred (100) dollars each, and shall be deemed personal property and transferable as such transfers to be in the manner provided by the by-laws; and subscriptions by-laws or therefor shall be made payable to the corporation, and shall be payable in such installments and at such time or times as shall be determined by the directors or trustees; and an trustees. recovery of ments, after de action may be maintained in the name of the corporation to Actions to lie for recover any installment which shall remain due and unpaid unpaid installfor the period of twenty (20) days after personal demand and or notice. therefor, or in cases where personal demand is not made, within thirty (30) days after a written or printed demand has been deposited in the post-office properly addressed to the post-office address of such delinquent stockholder. The directors or trustees may by by-laws prescribe for a Forfeiture of forfeiture or sale of stock, on failure to pay the installments declared without or assessments that may from time to time become due, but or notice by no forfeiture of stock, or of the amounts paid thereon, shall be declared as against any estate, or against any stockholder, before demand shall have been made for the amount due thereon, either in person or by a written or printed notice, duly mailed to the last known address of such stock stock not to be personal demand mail. Number, eligi tion of directors or trustees. holder, at least thirty (30) days prior to the time when such forfeiture is to take effect; provided, that the proceeds of any sale, over and above the amount due on said shares shall be paid to the delinquent stockholder. 196. SEC. 6. The corporate powers shall be exercised bility, and elec by a board of directors or trustees of not less than three nor more than thirteen, who shall respectively be stockholders in said company, and who shall, (except the first year,) be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company; and public notice of the time and place of holding such elections shall be published not less than ten days' previous thereto, in the newspaper printed nearest to the place where the operations of the said company shall be carried on, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy; provided, a majority of the stock is represented. If a majority of the stock shall not be represented, such meeting may be adjourned by the stockholders present for a period not exceeding sixty days. All elections shall be by ballot and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company; and the persons receiving the greatest number of votes shall be directors or trustees, who shall hold their offices until their successors are elected and Vacancies, how qualified, and when any vacancy shall happen among the directors or trustees by death, resignation or otherwise, it shall be filled for the remainder of the year as shall be provided by the by-laws of said company. Majority of stock to be represented. filled. Failure to hold election on day effect dissolution of company. 197. SEC. 7. In case it should happen at any time that appointed not to an election of directors or trustees shall not be held on the day designated by the by-laws of said company, when it ought to have been held, the company for that reason shall not be dissolved, but it shall be proper to elect such directors or trustees on any subsequent day as shall be prescribed by the by-laws. How officers 198. SEC. 8. The directors or trustees shall elect one elected to give of their number to be president and may elect or appoint bond if required. such subordinate officers as the company may by its bylaws designate, and such subordinate officers shall, if required by the company, give security for the faithful discharge of their official duties. whom made. 199. SEC. 9. The stockholders of any corporation By-laws, by formed under the provisions of this act, or the directors or trustees, if the certificate of incorporation so provide, shall have power to make such prudential by-laws as they deem proper for the management of the affairs of the company not inconsistent with the laws of this state, for the purpose of carrying on all kinds of business within the objects and purpose of such company. purchased with pany, unless 200. SEC. 10. It shall not be lawful for such corpora- Shares not to be tions to use any of their funds for the purchase of stock in funds of comtheir own company or corporation, except such as may be when forfeited. forfeited from the non-payment of assessments thereon, except as hereinafter provided. Liability of 201. SEC. II. Each stockholder shall be liable for the debts of the corporation to the extent of the amount that stockholders. may be unpaid upon the stock held by him, to be collected in the manner herein provided. Whenever any action is brought to recover any indebtedness against the corporation, it shall be competent to proceed against any one or more stockholders at the same time, to the extent of the balance unpaid by such stockholders upon the stock owned by them respectively, whether called in or not, as in cases of garnishment. Sworn certificate in to be filed and 202. SEC. 12. The president and a majority of the directors or trustees within sixty days after the payment of of capital paid the last installment of the capital stock, so fixed and lim-recorded. ited by the company, shall make a certificate, stating the amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the directors or trustees, and they shall, within the said sixty days, record the same in the office of the secretary of state and a copy in the office of the recorder of deeds of the county wherein the business of the said company is carried on. books, papers, 203. SEC. 13. It shall be the duty of the directors or Examination of trustees of every corporation, except railroad and telegraph and accounts of companies, to cause to be kept at its principal office or upon demand place of business in this state, correct books of account of in writing. corporations, |