CHAPTER LV. An Act to provide for the creation and regulation of CHAPTER 1.-OF CORPORATIONS FOR PECUNIARY PROFIT. SECTION 1. Corporations may be established for transaction of any lawful business. 2. Powers of the corporation. 3. Articles of incorporation to be recorded-Principal place of business. 4. Articles of incorporation of companies for internal improvements to be 7. Commencing business-when valid. 8. Changes to be published same as original articles. 9. Duration of corporations. 10. Dissolution of corporations. 11. Newspaper publication of dissolution to be given. 12. By-laws of the corporation to be posted up for public inspection. 13. Statement of capital stock to be posted. 14. Intentional fraud in failing to comply with articles of incorporation- 15. Diversion of funds to be deemed fraud. 16. Dividends by Insurance Companies-proviso. 17. Individual liability of stockholders, in failing to comply substantially with 18. Forfeiture of chartered rights, how caused. 19. False books or accounts, a misdemeanor. 20. Transfer of shares, when valid. 21. Non-user of franchise, when dissolved by. 22. Closing up business of corporations. 23. Individual liability for unpaid instalments. 24. Private property of stockholders, exempt so long as corporation property 25. Defendant may point out corporate property, subject to levy. 26. Private property being taken, owner may maintain an action against cor- 27. Sinking fund may be created for certain purposes, 29. Books of corporation to be produced in suits against stockholders. 30. A single individual may entitle himself to advantages of incorporation. 31. Persons acting as an incorporation under this act, presumed to be legal 32. Want of a legal organization to be no defense to actions. 33. Corporations heretofore in force, how entitled to advantages of this act. CHAPTER II.-OF CORPORATIONS OTHER THAN THOSE OF PECUNIARY PROFIT. 2. Newspaper publication of articles not requisite. 3. No dividend to be made until dissolution of corporation. 4. Corporations of an academical character invested with power of conferring 5. Banking powers prohibited under this act. Be it enacted by the Legislature of the State of Minnesota : CHAPTER I. OF CORPORATIONS FOR PECUNIARY PROFIT. Creations of bo SECTION 1. Any number of persons may associate them-dies corporate selves and become incorporated for the transaction of any lawful business, including the establishment of Ferries, the Powers of bodies corporate Articles of incor corded construction of Canals, Railways, Telegraphs, Bridges or other works of internal improvement; but such incorporation confers no power or privilege not possessed by natural persons, except as hereinafter provided. SEC. 2. Among the powers of such body corporate are the following: First-To have perpetual succession. Second-To sue and be sued by its corporate name. Third-To have a common seal which it may alter at pleasure. Fourth-To render the interest of the stockholders transferrable. Fifth-To exempt the private property of its members from liability for corporate debts, except as herein otherwise declared. Sixth-To establish by-laws and make all rules and regulations deemed expedient for the management of their affairs, in accordance with law and not incompatible with an honest purpose. SEC. 3. Previous to commencing any business except that poration to be re- of their own organization, they must adopt articles of incorporation, which must be recorded in the office of the Register of Deeds of the county where the principal place of business is to be, in a book kept therefor. Record by secre it of indebtedness SEC. 4. Corporations for the construction of any work of tary of state-lim- internal improvement, must in addtion also file a copy of such articles in the office of the Secretary of State, and have the same recorded by him in a book kept for such purposes. Such articles of incorporation must fix the highest amount of indebtedness or liability to which the corporation is at any one time to be subject, which must in no case, except in that of the risks of insurance companies, exceed two-thirds of its capital stock. Public netice in newspaper Contents of no tice SEC. 5. A notice must also be published for four weeks in succession in some newspaper as convenient as practicable to the principal place of business. SEC. 6. Such notice must contain : First-The name of the corporation and its principal place of transacting business. Second-The general nature of the business to be trans acted. Third-The amount of capital and stock authorized, and the times and condition on which it is to be paid in. Fourth-The time of the commencement and termination of the corporation. Fifth-By what officers or persons the affairs of the company are to be conducted, and the times at which they will be elected. Sixth-The highest amount of indebtedness or liability to which the corporation is at any time to subject itself. Seventh-Whether private property is to be exempt from. the corporate debts. SEC. 7. Commencing The corporation may commence business as soon as the articles are filed in the office of the Register of Deeds, business and their doings shall be valid if the publication in a newspaper is made, and the copy filed in the office of the Secretary of State, when such filing is necessary, within three months' from such filing in the Register's office. cles of incorpora SEC. 8. No change in any of the above matters shall be Changes in artivalid unless recorded and published as the original articles are required to be. tion SEC. 9. Corporations for the construction of any work of Duration of corinternal improvement may be formed to endure fifty years; porations those formed for other purposes cannot exceed twenty years in duration; but in either case they may be renewed from time to time, for periods not greater, respectively, than was at first permissable; Provided, Three-fourths of the votes cast at any regular election for the purpose, be in favor of such renewals; And Provided, also, That those thus wishing a renewal will purchase the stock of those opposed to the renewal at its fair current value. SEC. 10. The corporation cannot be dissolved prior to the Dissolution of period fixed upon in the articles of incorporation, except by corporation unanimous consent, unless a different rule has been adopted in their articles. SEC. 11. The same period of newspaper publication must precede any such premature dissolution of a corporation, as is required at its creation. Public inspection SEC. 12. A copy of the by-laws of the corporation with the names of all its officers appended thereto, must be posted of by-lawa in the principal place of business and be subject to public inspections. SEC. 13. A statement of the amount of the capital stock Statement of capsubscribed, the amount of capital actually paid in, and the ital stock &c to amount of indebtedness of the company in a general way, be posted must also be kept posted up in like manner, which statement must be corrected as often as any material change takes place in relation to any part of the subject matter of such statement. SEC. 14. Intentional fraud in failing to comply substan- Intentional frand tially with the articles of incorporation, or in deceiving the penalty public or individuals in relation to their means or liabilities, shall subject those guilty thereof to fine or imprisonment, or both, at the discretion of the Court. Any person who has sustained injury from such fraud may also recover damages therefor againt those guilty of participating in such fraud. SEC. 15. The diversion of the funds of the corporation to Diversion of other objects than those mentioned in their articles and the funds to be deemnotices published as aforesaid, (provided, any person be there ed frand by injured), and the payment of dividends which leave insufficient funds to meet the liabilities of the corporation, shall be deemed such frauds as will subject those therein concerned to the penalties of the preceding section; and such dividends, Dividends by in surance compa nies Individual liabil or their equivalent in the hands of individual stockholders, shall be subject to said liabilities. SEC. 16. Dividends by insurance companies, made in good faith, before their knowledge of the happening of actual losses, are not intended to be punished by the provisions of the preceding section. SEC. 17. A failure to comply substantially with the foreity of stockholder going requisitions in relation to organization and publicity, renders the individual property of all the stockholders liable for the corporate debts. -when Forfeiture of char caused SEC. 18. Either such failure or the practice of fraud in tered rights how the manner hereinbefore mentioned shall cause a forfeiture of all the privileges hereby conferred, and the Courts may proceed to wind up the business of the corporation by an information in the manner prescribed by law. False books or accounts a misdemeanor Transfer of shares when valid Non use of fran chises-when dis. solved by Closing up busi tions SEC. 19. The intentional keeping of false books or accounts by any corporation, whereby any one is injured, is a misdemeanor on the part of those concerned therein, whose duty it was to see that the books and accounts were correctly kept. SEC. 20. The transfer of shares is not valid, except as between the parties thereto, until it is regularly entered on the books of the company, so far as to show the name of the persons by and to whom tranferred, the numbers or other designation of the shares, and the date of the transfer; but such transfer shall not in any way exempt the person or persons making such transfer from any liability or liabilities of said corporation which were created prior to such transfer. The books of the company must be so kept as to show intelligibly the original stockholders, their respective interests, the amount which has been paid in on their shares, and all transfers thereof; and such books, or a correct copy thereof, so far as the items mentioned in this section are concerned, shall be subject to the inspection of any person desiring the same. SEC. 21. A corporation organized or attempted to be organized in accordance with the provisions of this chapter, shall cease to exist by the non-user of its franchises for two years at any one time; but such body shall not forfeit its franchises by reason of its omission to elect officers or to hold meetings at any time prescribed by the laws: Provided, such act be done within two years of the time appointed therefor. SEC. 22. Corporations whose charters expire by their own ness of corpora- limitation, or by the voluntary act of the stockholders, may nevertheless continue to act for the purpose of winding up their concerns, but for no other purpose. Individual liabil stalments SEC. 23. Nothing herein contained exempts the stockity for unpaid in holders of any corporation from individual liability to the amount of the unpaid instalments on the stock owned by them, or transferred by them for the purpose of defrauding creditors; and an execution against the company may to that extent be levied upon such private property of any individual. Private property SEC. 24. In none of the cases contemplated in this chapter can the private property of the stockholders be levied upon of stockholdersfor the payment of corporate debts while corporate property when exempt can be found with which to satisfy the same; but it will be sufficient proof that no property can be found, if an execution has issued on a judgment against the corporation, and a demand thereon made of some one of the last acting officers of the body for property on which to levy, and if he neglects to point out any such property. ject to levy SEC. 25. The defendant in any stage of a cause may point Defendant may out corporate property subject to levy, and upon his satisfying point out corpothe Court of the existence of such property, by affidavit or rate property subotherwise, the cause may be continued, or execution against" the defendant stayed, until the property can be levied upon and sold; and the Court may subsequently render judgment and order execution for any balance which there may be after disposing of the corporate property according to the stage of the cause; but if a demand of property has been made as contemplated in the preceding section, the costs of such proceedings shall in any event be paid by the company, or by the defendant. Private property SEC. 26. When the private property of a stockholder is taken for a corporate debt, he may maintain an action taken-damages against the corporation for indemnity, and against any of the other stockholders for contribution. SEC. 27. For the purpose of repairs, rebuilding or en larging, or to meet contingencies, or for the purpose of a Sinking fund may sinking fund, the corporation may establish a fund which be created they may loan, and in relation to which they may take the proper securities. under execution SEC. 28. When the franchise of a corporation has been levied upon under an execution and sold, the corporation Sale of franchise shall not have power to dissolve the corporation so as to destroy the franchise, and if they neglect to keep up an organization sufficient to enable the business to proceed, the purchaser thereupon becomes vested with all the powers of the corporation requisite therefor; and when it becomes impracticable for an individual so to conduct them, and in cases where doubts or difficulties, not herein provided for, arise, the purchaser may apply by petition to the District Court, which is hereby vested with authority to make any orders requisite for carrying into effect the intent of this chapter in this respect. SEC. 29. In any proceedings by or against a corporation, Books of corpora or against a stockholder, to charge his private property, or tion to be producthe dividends received by him, the Court is invested with ed on demand power to compel the officers to produce the books of the cor poration on the motion of either party, upon a proper cause being shown for that purpose. A sing e indivi SEC. 30. A single individual may entitle himself to all dual may be inthe advantages of this chapter, provided he complies sub- corporated |