An act concerning the Independent Order of Good Templars.

[Approved March 26, 1863; Stats. 1863, p. 101.]

Section 1. The grand lodge of the Independent Order of Good Templars, or any subordinate lodge thereof, which now is or may be hereafter incorporated under the laws of this state, may acquire and hold such property, real and personal, as may be deemed necessary to carry out the charitable purposes of said institution, and may sue and be sued, and shall have such other general powers as are granted to corporations under the law entitled an act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty.

An act concerning the Independent Order of Good Templars.

[Approved March 26, 1863; Stats. 1863, p. 101.]

Section 1. The grand lodge of the Independent Order of Good Templars, or any subordinate lodge thereof, which now is or may be hereafter incorporated under the laws of this state, may acquire and hold such property, real and personal, as may be deemed necessary to carry out the charitable purposes of said institution, and may sue and be sued, and shall have such other general powers as are granted to corporations under the law entitled an act concerning corporations, passed April twenty-second, one thousand eight hundred and fifty.

ARTICLE XVIII.

STEAM NAVIGATION COMPANIES.

An act concerning corporations.

[Passed April 22, 1850; Stats. 1850, p. 375.]

CHAPTER IX.

Sec. 185. One or more persons, being subscribers to the stock of any contemplated company for the purpose of navigating the ocean or any bay, river, or stream within this state, with vessels propelled in whole or in part by steam, may be formed into a corporation for that purpose by complying with the following requirements: When stock to the amount of one-fourth part of the whole capital stock of such company shall have been in good faith subscribed for, and ten per cent thereof actually paid in, they may make, sign, and acknowledge, before some officer competent to take the acknowledg ment of deeds in this state, a certificate in writing, and file the same in the office of the Secretary of State, and a duplicate thereof with the county clerk of each county wherein may be situated the port or ports hereafter in this section mentioned, in which shall be stated the corporate name of said company, and the objects for which the company shall be formed; the amount of the capital stock of the said company, the amount subscribed for, and the amount actually paid in; the term of its existence not to exceed fifteen years; the number

of shares of which the said stock shall consist; the number of directors or trustees, and their names, who shall manage the concerns of the company for the first year and the name of the port or ports in this state where the principal business of said company is to be transacted.

Sec. 186. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate in fact and in namre, by the name stated in such certificate, and by that name have succession, and be capable of suing and being sued in any court of law or equity in this state; and they or their successors may have a common seal, and make and alter the same at pleasure; and they shall, by their corporate name be capable in law of purchasing, holding, or conveying any real or personal estate whatever, which may be necessary to enable the said company to carry on the operations named in such certificate.

Sec. 187. The stock, property, and concerns of such company shall be managed by any number not exceeding fifteen directors or trustees, who shall respectively be stockholders in such company, and a majority of whom shall be residents of this state, 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 a public notice of the time and place of holding such election shall be published not less than twenty days previous thereto; and the election shall be made by such stockholders as shall attend for that purpose, either 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 said company; and the persons receiving the greatest number of votes shall be directors or trustees as aforesaid; 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 in such manner as shall be provided for by the by-laws of said company.

Sec. 188. In case it shall happen at any time that an election of directors or trustees shall not be made on the day designated by the by-laws of said company when it ought to have been made, the company, for that reason, shall not be dissolved, but it shall be lawful on any other day to hold an election for directors or trustees in such manner as shall be provided for by the said by-laws, and all acts of directors or trustees shall be valid and binding as against such company, until their successors shall be elected.

Sec. 189. There shall be a president of the company, who shall be designated from the number of directors or trustees, 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. 190. It shall be lawful for the directors or trustees to call in, and demand from the stockholders respectively, all such sums of money by them subscribed, at such time or in such payments or installments as to them shall seem proper, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the stockholders within forty-five days after a personal demand or notice requiring such payment shall have been made or published for two successive weeks in any newspaper where the business of the company shall be carried on as aforesaid.

Sec. 191. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company.

Sec. 192. The directors or trustees of such company shall have power to make such prudential by-laws as they shall deem proper, for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, engineers, agents, and servants that may be employed; for the appointment of all officers, and for the carrying on of the business aforesaid.

Sec. 193. A copy of the certificate of incorporation, filed in pursuance of this chapter, certified by the county clerk or his deputy to be a true copy of the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the incorporation of such company, if the same shall comply with the provisions of this chapter.

Sec. 194. The capital stock in said corporation, fixed and limited, shall all be paid in one-half thereof within one year, the other half thereof within two years, from the incorporation of said company, or such corporation shall be dissolved; and certificates of its having been so, as aforesaid, paid, shall be signed and sworn to by the president and a majority of the trustees, before some person authorized to administer oaths, and filed in the office of the clerk or clerks where the original certificate aforesaid shall have been filed, within thirty days after the same shall have been paid as aforesaid. Sec. 195. Each stockholder in any company formed under the provisions of this chapter, shall be personally liable for all debts and liabilities of said company, in proportion to the amount of stock by him held at the time such debts or liabilities shall have been incurred; but no suit shall be brought against any stockholder who shall cease to be a stockholder in any such company, for any such debt or liability, unless the same shall be commenced within one year from the time he shall have ceased to be a stockholder in such company, nor until an execution against the company shall have been returned unsatisfied in whole or in part.

Sec. 196. Any corporation formed under the provisions of this chapter may, at any time, by a vote representing two-thirds of all its stockholders, increase or diminish its capital, by filing a new certificate, similar in other respects to the original one, and an affidavit of the president and a majority of the directors or trustees, that the new stock has been paid in, within thirty days thereafter, in the office of the clerk of the county where their principal place or places of business are situated, except that the term of office of the existing directors shall not be thereby shortened or enlarged.

Sec. 197. If the directors or trustees 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, or which would reduce the amount of the capital stock, all the directors or trustees voting to declare the same, shall be jointly and severally liable for all the debts of the company then existing.

Sec. 198. If any certificate, report made, or public notice given by the officers of any such company, in pursuance of the provisions of this chapter, be false in any material representation, any and all such officers who shall have signed the same, knowing it to be false, shall be deemed guilty of a misdemeanor, and shall be dismissed from office; and on conviction thereof, before any court hav

ing jurisdiction, be fined in a sum not exceeding ten thousand dollars, and imprisoned for a term of time not exceeding twelve months, at the discretion of the court.

ARTICLE XIX.

RURAL CEMETERY ASSOCIATIONS.

An act to authorize the incorporation of rural cemetery associations. [Approved April 18, 1859, 281.]

Section 1. Any number of persons residing in this state, not less than seven, who shall desire to form an association for the purpose of procuring and holding lands, to be used exclusively for a cemetery, or place for the burial of the dead, may meet at such time and place, as they or a majority of them may agree, and appoint a chairman, or secretary, by a vote of the majority of the persons present at the meeting, and proceed to form an association, by determining on a corporate name, by which the association shall be called and known, by determining on the number of trustees, to manage the concerns of the association, which number shall not be less than six, nor more than twelve, and thereupon may proceed to elect, by ballot, the number of trustees, so determined on, and the chairman and secretary shall, immediately after such election, divide the trustees, by lot, into three classes; those in the first class to hold their office one year; those in the second class, two years; and those in the third class, three years; but the trustees of each class may be re-elected, if they shall possess the qualification hereinafter mentioned. The meeting shall also determine on what day, in each year, the future annual elections of trustees shall be held. Sec. 2. The chairman and secretary of the meeting shall, within three days after such meeting, make a written certificate, and sign their names thereto, and acknowledge the same before an officer authorized to take proof and acknowledgment of conveyances, in the county where such meeting shall have been held, which certificate shall state the names of the associates determined upon by the majority of the persons who met; the number of trustees fixed on to manage the concerns of the association; the names of the trustees chosen at the meeting, and their classification, and the day fixed on for the annual election of trustees; which certificate it shall be the duty of the chairman and secretary of such meetings to cause to be filed and recorded in the office of the county clerk of the county in which the cemetery-grounds are situated, in a book to be appropriated to the recording of certificates of incorporation.

Sec. 3. Upon such certificate, duly acknowledged and filed as aforesaid, being recorded, the association mentioned therein shall be deemed legally incorporated, and shall be a body politic and corporate, in fact and in name, by the name stated in the certificate, and by their corporate name, have succession and power: First-To sue and be sued in any court.

Second-To make and use a common seal, and alter the same at pleasure.

Third-To purchase, hold, sell, and convey, such real and personal estate as the purposes of the incorporation shall require.

Fourth-To appoint such officers, agents, and servants, as the business of the corporation shall require, to define their powers, prescribe their duties, and fix their compensation.

Fifth-To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will, except that no trust shall be removed from office unless by a vote of two-thirds of the whole number of trustees, or by a vote of a majority of the trustees, on a written request, signed by one-half of the lot owners.

Sixth-To make by-laws not inconsistent with the laws of this state, for the organization of the company, the management of the property, regulation of its affairs, and for carrying on all kinds of business within the object and purposes of the company. The affairs and property of such associations shall be managed by the trustees, who shall annually appoint, from among their number, a president and vice-president, and shall also appoint a secretary and treasurer, who shall hold their places during the pleasure of the board of trustees and the trustees may require the treasurer to give security for the faithful performance of the duties of his office. Sec. 4. Any association incorporated under this act, may take, by purchase or devise, and hold, within the county in which the eertificate of their incorporation is recorded, not exceeding three hundred and twenty acres of land, to be held and occupied exclusively for a cemetery for the burial of the dead. Such land, or such parts thereof as may from time to time be required for that purpose, shall be surveyed and subdivided into lots or plats of such size as the trustees may direct, with such avenues, paths, alleys, and walks, as the trustees deem proper; and a map or maps of such surveys shall be filed in the office of the county recorder of the county in which the land shall be situated. And after filing such map, the trustees may sell and convey the lots or plats designated upon such map, upon such terms as shall be agreed upon, and subject to such conditions and restrictions, to be inserted in or annexed to the con veyances, as the trustee shall prescribe. The conveyances to be executed under the common seal of the association, and signed by the president or vice-president, and the treasurer of the association. Any association incorporated under this act, may hold personal property to an amount not exceeding five thousand dollars, besides what may arise from the sale of lots or plats.

Sec. 5. The annual election for trustees, to supply the place of those whose term of office expires, shall be holden on the day mentioned in the certificate of incorporation, and at such hour and place as the trustees shall direct; at which election shall be chosen such number of trustees as will supply the places of those whose term expires. The trustees chosen at any election subsequent to the first shall hold their places for three years, and until others shall be chosen to succeed them. The election shall be by ballot, and every person of full age who shall be the proprietor of a lot or plat in the cemetery of the association, containing not less than two hundred square feet of land, or if there be more than one proprietor of any such lot, or plat, then such one of the proprietors as the majority of joint proprietors shall designate to represent such lot or plat, may, either in person or by proxy, give one vote for each plat, or lot, of the dimensions aforesaid; and the persons receiving a majority of all the votes given at such election, shall be trustees, to succeed those whose term of office expires. But in all elections after the first, the trustees shall be chosen from among the proprietors of lots, or plats, and the trustees shall have power to fill any vacancy in their number occurring during the period for which they hold their office. Public notice of the annual elections shall be given in such manner as the by-laws of the corporation shall pre

scribe.