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agent or attorney, whose assent has not been obtained, filed with the secretary of the said company, shall, unless withdrawn, be effectual to prevent the adoption of such amendment; provided, that nothing in this act shall be construed to authorize any corporation to diminish its capital stock.
Sec. 2. This act shall take effect and be in force from and after
An act concerning assessments upon the stock of corporations.
[Approved March 26, 1866; Stats. 1865-66, p. 458.] Section 1. The trustees of any corporation formed under the general laws of this state shall have power to levy and collect, for the purpose of paying the proper and legal expenses of such corporation, assessments upon the capital stock thereof, in the manner and form and to the extent hereinafter provided, and not otherwise,
Sec. 2. No one assessment shall exceed five per cent of the stated amount of the capital stock of the corporation named in the artieles of incorporation, and none shall be levied while any portion of any previous assessment shall remain unpaid or uncollected, except in cases where all the powers of the corporation shall have been exercised in accordance with the terms of this act for the purpose of collecting such previous assessment against one or more stockholders, and except, also, the collection of a previous assessment against one or more stockholders, restrained by injunction or otherwise, in which case further assessment may be levied and collected according to this act.
Sec. 3. No assessment shall be levied except by order of the board of trustees, concurred in by a majority of said board, and entered upon the records of the corporation.
Sec. 4. Every order levying an assessment shall specify the amount thereof, and the time when the person or persons to whom, and the place or places where the same is payable. It shall also appoint a day, subsequent to the full term of publication of the assessment notice, on which the stock upon which assessments remain unpaid shall be deemed delinquent, which said day shall not be less than thirty nor more than sixty days from the time of the making of the said order levying the assessment, and a day for the sale of delinquent stock, which shall not be less than fifteen nor more than sixty days from the time appointed for declaring said stock delin. quent.
Sec. 5. Upon the making of such an order the secretary shall cause to be published immediately a notice thereof in the following form: (Name in full
. Location of works.) Notice is hereby given that at a meeting of the trustees of said company, held on the (date) an assessment of (amount) per share was levied upon the capital stock of said company, payable (when, to whour, and where, partieularly). Any stock upon which said assessment shall remain unpaid on the (day fixed) shall be deemed delinquent, and will be duly advertised for sale at public auction, and unless payment shall be made before, will be sold on the (day appointed) to pay the delinquent assessment, together with costs of advertising and expenses of the sale.
(Signature of secretary, with particular location of office.)
Sec. 6. Said notice shall be published once each week for four successive weeks in some daily or weekly paper published at the place designated in the articles of corporation as the principal place of business of the corporation, and also in some paper published in the county in which the works of the corporation are situated, if a paper be published therein; provided, that if the works of the corporation are not situated within some state or territory of the United States, then publication in a paper of the county shall not be necessary; provided, also, that if there is no newspaper published at the place designated as the principal place of business of the corporation, then the publication shall be made in the newspaper published nearest thereto; and, provided, also, that the notice specified in the fifth section of this act may be served by delivering a copy thereof, certified hy the secretary, to each stockholder personally; and in case of such service upon all the stockholders of said corporation, then no notice by publication shall be necessary, and such personal notice shall be deemed complete.
Sec. 7. If any portion of the assessment mentioned in said notice shall remain unpaid on the day specified therein for declaring the stock delinquent, the secretary shall, unless otherwise ordered by the board of trustees, cause to be published in the same papers in which the notice provided for in section five shall have been published, a notice substantially in the following form:
(Name in full. Location of works.) Notice-There is delinquent upon the following described stock, on account of assessment levied on the (date) (and assessments levied previous thereto, if any,) the several amounts set opposite the names of the respective shareholders, as follows: (Names, number of certificate, number shares, amount.) And in accordance with law, (and an order of the board of trustees, mrade on the (date), if any such order shall have been made,) so many shares of each parcel of said stock as may be necessary, will be sold at the particular place,) on the (date) at (the hour) of said day, to pay said delinquent assessments thereon, together with costs of advertising and expense of the sale.
(Name of secretary, with particular location of office.) Sec. 8. Said last-named notice shall state every certificate of stock, with the nuniber of shares which it represents, and the amount due thereon, separately, except where certificates may not have been is. sued to parties entitled thereto, in which case the number of shares and the amount due thereon, together with the fact that the certificates for such shares have not been issued, shall be stated.
Sec. 9. Said notice, when published in a daily or weekly paper, or in both, shall be published as follows: When published in a daily paper, the same shail be published for a period of ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, the same shall be published for two weeks previous to the day of sale. The first publication of all delinquent sales shall be at least fifteen days prior to the day of sale.
Sec. 10. By the publication of the said notices as hereinbefore provided, the corporation shall acquire jurisdiction to sell and convey a full, complete, perfect, and absolute title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising shall remain unpaid at the hour appointed for the sale, but shall sell no more of such stock than is nec. essary to pay the assessments due and costs of sale.
Sec. 11. Ön the day and at the place, and as nearly as may be at the hour appointed in the notice of sale, the secretary, who is hereby fully empowered and authorized, shall, unless otherwise ordered by the board of trustees, sell or cause to be sold at public auction, to the highest bidder for cash, so many shares of each parcel of said described stock as may be necessary to pay the assessment and charges thereon according to the terms of said notice of sale; provided, that if payment be made before the time fixed for sale, the party paying shall only be required to pay the actual cost of advertising.
Sec. 12. The person offering at such sale to pay the assessment and costs for the smallest number of shares or fraction of a share shall be deemed the highest bidder.
Sec. 13. If, at the sale of any stock under the foregoing provi. sions of this act, no bidder shall offer to take and pur. chase the same for the amount of the assessments, and costs and charges then due upon the same, then and in such case the same may be purchased and bid in by the company or corporation, through the secretary, or president, or any director or trustee thereof, at a sum equal to the amount of the assessments, costs, and charges due upon the same; and in pursuance and by virtue of such purchase, the said assessments, costs and charges shall be credited as satisfied and paid in full on the books of such corporation, and entry of the transfer of such stock to such corporation, in pursuance of such sale and purchase, shall be made on the books of said corporation. While such stock shall remain the property of such corporation, the same shall not be assessable, nor shall any dividends be declared upon the same, but all assessments and dividends shall be apportioned upon and against the other stock of such company not owned by such corporation. All purchases of its own stock made by any corporation in accordance with the provisions of this section shall be held valid and as vesting the legal title to the same in said corporation; and the stock so purchased shall be held subject to the control of the remaining stockholders, who may make such disposition of the same as they may deem fit, in accordance with the by. laws of the corporation, or vote of a majority of all the remaining shares. Whenever any portion of the capital stock of any corporation is held by the said incorporation by purchase, as aforesaid, a najority of the remaining shares of stock in said corporation shal! be held to be a majority of the shares of the stock in said corporated company for all purposes of election, or voting on any question before a stockholders' meeting.
Sec. 14. The times or dates fixed in any notice of assessment or notice of delinquent sale published according to the provisions of this act, may be once extended for a period of not more than thirty clays, by order of the board of trustees, duly made and entered on the records of the corporation; but no order extending the time for the performance of any act specified in any notice shall be effectua: unless notice of such extension or postponement be appended to and published with the notice to which the order relates.
Sec. 15. No assessment duly levied shall be rendered invalid by a failure to make proper publication of the notices hereinbefore provided for, nor by the nonperformance of any act required to be performed in order to enforce the payment of the same; but in case of any substantial error or omission in the course of proceedings fo: collections, all previous proceedings except the levying of the assessment shall be void, and publication shall be begun anew.
Sec. 16. No action shall be sustained to recover any stock or irvalidate the sale of any stock for delinquent assessments, upon the ground of any irregularity in making the assessment, or for any irregularity in or defect of the notice of such sale, or for any defeet or irregularity in the sale, unless the party seeking to maintain such action shall first pay or tender to the corporation or the party holding suen stock so sold the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon, and interest on such sums from the time they were paid; and no such action shall be sustained unless the same shall be commenced by the filing of a complaint, and the issuance of a summons thereon within six months after such sale shall have been made.
Sec. 17. An act concerning assessments upon the stock of corporations, approved April fourth, eighteen hundred and sixty-four, and all acts and parts of acts inconsistent with the provisions of this act are hereby repealed; provided, that such repeal shall not affect proceedings commenced for the collection of assessments heretofore leve ied, but all such assessments may be collected in accordance with the provisions of the laws then in force.
Sec. 18. This act shall take effect immediately.
An act supplementary to the foregoing.
[Approved March 9, 1870; Stats. 1869-70, p. 229.] Section 1. The publication of any and all notices required by the provisions of said act to which this is supplementary may be proved by the affidavit of the printer or his foreman, or principal clerk of the paper in which the same was published; and the affidavit of the secretary or other auctioneer who may have sold any stock for delinquencies under said act shall be prima facie evidence of the time and place of such sale, of the quantity and particular description of the stock sold, and to whom and for what price, and of the fact of the purchase money being paid. Such affidavits shall be filed in the office of the corporation, and copies of the same, certified by the secretary thereof as true and correct, shall be admissible in evidence in all courts the same as the original, and shall be prima facie evidence of the facts therein stated. Such certificate purporting to be signed by said secretary, and purporting to be under the seal of such corporation, shall be prima facie proof of the fact that the person signing the same was, at the date thereof, such secretary, that his signature thereto is genuine, and that such seal is the seal of said corporation.
Sec. 2. This act shall take effect and be in force from and after its passage.
FOREIGN CORPORATIONS. The act of April 4, 1870, page 881, concerning foreign corporations, was superseded by “An Act in Relation to Foreign Corporations, approved April 1, 1872, p. 826,” which is found hereinbefore at page 726.
An act concerning corporations.
INSURANCE COMPANIES. Section 33. Any seven or more persons who may desire to form an insurance company, may make, sign and acknowledge before some officer competent to take acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the Secretary of State, a certificate in writing, in whieh shall be stated the corporate name of the company, the amount of the capital stock, the term of its existence (not to exceed fifty years), the num. ber of shares of which its stock shall consist, the number of directors and their names who shall manage the concerns of the company for the first year, and the names of the town and county in which the office of the company is to be established.
Sec. 34. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, shall be a body politic and corporate, by the name stated in the certificate.
Sec. 35. The business of such company shall be managed by not less than seven directors, one of whom shall be president of the company. They shall, except those of 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. They shall all be stockholders of the company and citizens of the United States, and the majority of them shall be citizens of this state. Notice of the time of holding such election shall be published not less than ten days previous thereto, in the newspaper nearest to the place where the office of the company is situated; and the election shall be held by such of the stockholders as shall attend in person or by proxy. 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; and when any vacancy shall happen among the directors, by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by the by-laws of the said company:
Sec. 36. There shall be a president of the company, who shall be designated from the members of the directors, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company by its by-laws may require.
Sec. 37. It shall be lawful for the directors to call in and demand from the stockholders respectively, all such sums of money by them subscribed, at such times and in such payments or installments as the directors shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if a personal demand or notice requiring such paynrent shall have been published for six successive weeks, in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid; the capital shall all be paid in within twelve months from the filing of the certificate.
Sec. 38. The stock of such company shall be transferable in such manner as shall be prescribed by the by-laws of the company, but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the