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Sec. 8. The directors shall have power to make and pre• Powers of Direct scribe such by-laws, rules and regulations respecting the ors management, control and disposition of the stock, property and business of such corporation, as they may deem expedient and proper, not inconsistent with the constitution and laws of the United States, or of this State, and shall have power to appoint and employ oflicers, clerks and servants for conducting and carrying on the business of such corporation; and determine their duties and salaries and wages to be paid them.
Sec. 9. 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 pay-Payment of capi. ments or installments, as the directors shall deem proper; sale of stock for and if any stockholder shall fail to pay the amount so re-non-payment quired to be paid, and at the time required for such payments, the stock of such delinquent stockholder, or such portions thereof as may be required to meet such payment, may be sold by the directors at public auction, after giving public notice of the time and place of such sale at least thirty days previous thereto, by publication of such notice in the newspaper in the State, printed nearest the place of business of such corporation, or by giving such notice in such other manner as shall be prescribed by the by-laws of such corporation; and the surplus, if any, arising from the sale of such stock, over and above the amount due thereon, shall be paid by the directors to such delinquent stockholder; and a transfer of stock so sold, made by the directors in the name of the holder of the stock, shall vest a good and valid title thereto in the purchaser; or the said corporation may commence and prosecute, in any Court of competent jurisdiction, an action against any subscriber for stock in said corporation, and recover judgment for the amount due on his subscription, with interest thereon from the time the same was required to be paid, and have execution therefor.
Sec. 10. The stock of said corporation shall be deemed personal estate, and shall be transferrable in such manner as shall be prescribed by the by-laws of the corporation, but stock deemed no shares shall be transferable until previous calls thereon porsonal estate shall have been fully paid in, or they shall have been sold, and transfer able as provided in the preceding section, for the non-payment of calls thereon; and it shall not be lawful for such corporation to use any of their funds in the purchase of any stock in any other corporation.
Sec. 11. The stockholders of any corporation organized under the provisions of this Chapter, shall be jointly and in
ity for wages of dividually liable for all debts that may be due and owing to employees all their clerks, laborers and servants, for services performed for such corporation.
Sec. 12. All such stockholders shall be jointly and individually liable for the payment of all other debts of euch
Individual liabil. corporation, to be recovered of the stockholder who is such ity of retiring when the debt is contracted; but he shall not be so liable stockholders for, except as mentioned in the preceding section, unless suit debts contracted
shall be commenced against such stockholder for such debt within five years from the time he shall have ceased to be a stockholder in such corporation, nor unless he shall have been a stockholder at the time when such debt or liability was contracted, nor unless an execution issued against the corporation for the collection of such debt shall have been returned unsatisfied in whole or in part.
Sec. 13. No person holding stock in such corporation as
executor, administrator, guardian or trustee, and no person Ownership of stock held as cole holding stock as collateral security, shall be personally sublateral security, ject to any liability as stockholder of such corporation, but or by administr
- the person pledging such stock shall be considered as bolding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner as the testator or intestate would have been if he had been living, or the ward or person interested in such trust fund would have been, if he had been competent to act, and held the same stock in his own name.
Sec. 14. Every such executor, administrator, guardian or Rights of execu• trustee, shall represent the shares of stock in his hands at tors dc and per. all meetings of the corporation, and may vote accordingly son pledging stock to vete at as a stockholder; and every person who shall pledge his meetings stock as aforesaid, may nevertheless represent the same at
all such meetings, and may vote accordingly as a stock
holder. Capital stock to Sec. 15. Nothing but money shall be considered as paybe paid in money ment of the capital stock of any corporation formed under -loans prohibit.
t the provisions of this Chapter, and no loan of money shall ed to stockholders
**** be made by any such corporation to any stockholder therein.
Sec. 16. The Legislature may at any time alter, amend Legislature may or repeal this Chapter, or may amend or repeal any corporaa mend or repeal
tion formed or created under this Chapter; but such amendment or repeal shall not, nor shall the dissolution of such corporation take away or impair any remedy against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.
Sec. 17. Any corporation formed under this Chapter may Capital stock how increase or diminish its capital stock, and may also extend increased or di.. its business to any other manufacturing, mining, lumbering, minished
agricultural, mechanical or chemical business, in the manner hereinafter provided, and any existing company heretofore formed may come under, and avail itself of the privileges and provisions of this Chapter by complying with the following provisions; and thereupon such company, its officers and stockholders shall be subject to all the restrictions, duties and liabilities of this Chapter.
Sec. 18. Whenever any company shall desire to avail ito
self of the provisions and privileges of this Chapter, or shall desire to increase or diminish the amount of its capital
*Public notion stock, or extend or change its business, a meeting of the thereof to be sir. stockholders shall be called by the directors, whose duty it on and privato shall be to publish a notice of such meeting, signed by a notice
notice to stock
holders majority of them, in a newspaper published in the county, if any shall be published therein, and if none, then in a newspaper in the State, printed nearest the principal place of business, at least three successive weeks, and to serve personally on each stockholder a written or printed copy thereof, or deposit such copy in the post office, addressed to such stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting; such notice shall specify the object of such meeting, the time and place when and where the same shall be held, and the amount to which it is proposed to increase or diminish the capital stock, and the business to which the company would be extended or changed.
Sec. 19. At the time and place specified in the notice provided for in the preceding section, the stockholders present in person or by proxy shall organize by choosing one of Proceedings to do the directors chairman of the meeting, and also a suitable termine the quesperson for secretary, and proceed to vote, and if on canvass- tion of increase or ing the votes it shall be found that votes representing at decrease of capt.
tal stock least two-thirds of all the shares of stock of such company have been given in favor of increasing or diminishing the amount of capital, or of extending or changing its business, or in favor of availing itself of the provisions and privileges of this Chapter as aforesaid, a certificate of the proceedings showing a compliance with the provisions of this Chapter, the business to which the company is extended or changed, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman and secretary, and such certificate shall be acknowledged by the chairman and secretary, and filed and recorded, as required by the First section of this Chapter, and when so filed and recorded, the capital of such corporation shall be increased or diminished to the amount specified in such certificate, and the business extended or changed as aforesaid, and the company shall be entitled to the provisions and privileges and be subject to the liabilities of this Chapter, as the case may be.
Sec. 20. It shall be the duty of the directors of every such corporation or company to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons, alphabetically arranged, who are or shall have been Record of stockwithin six years, stockholders of such company, and show- holders and trane
er of shares to be ing their places of residence, the number of shares of stock
kept for inspecheld by them respectively, and the time when they respect- tion ively became the owners of such shares, every transfer of stock, and the amount of stock actually paid in, which books
shall, during the usual business hours of the day, on every day, except Sunday, be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office or principal place of business of such company, in the county where its business operations shall be located, and any and every such stockholder, creditor or representative, shall have a right to make extracts from such books; and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this Chapter, until it shall have been entered therein, as required by this section, by an entry showing to and from whom transferred; such book shall be presumptive evidence of the facts therein stated, in favor of the plaintiff, in any suit of proceeding against such company, or against one or more stockholders. Every officer or agent of any such company who shall ne. glect to make any proper entry in such book, or shall refuse or neglect to exhibit the same to be inspected, and extracts to be taken therefrom, as provided by this section, shall be deemed guilty of a misdemeanor, and upon conviction shall be fined not exceeding five hundred dollars, or by imprisonment not exceeding six months, and the company shall forfeit and pay for every such neglect or refusal to the party injured thereby, all the damages resulting therefrom; and every company that shall neglect to keep such book open for inspection as aforesaid, shall forfeit and pay the sum of fifty dollars for every day it shall so neglect, to be sued for and recovered in the name of the State by the district or county attorney of the county in which the business of such corporation shall be located.
Sec. 21. Any company or corporation formed and organ
ized under the provisions of this Chapter, is hereby prohibProhibition of "ited from exercising any banking powers under any pretence banking powers
whatever, under a penalty of forfeiting their right of incorporation under or by virtue of this Chapter.
Sec. 4. This Act to take effect and be in force from and after its passage, and all acts or parts of acts inconsistent with the provisions of this Act, are hereby repealed.
President of the Senate. APPROVED—August the twelfth, one thousand eight hundred and fifty-eight.
HENRY H. SIBLEY. SECRETARY'S Office, Minnesota, 1
August 12, 1858. I hereby certify the foregoing to be a true copy of the original on file in this office.
Francis Bansen, Secretary of State.
SECTION 1. Establishment of State Normal Schools and appropriation therefor, upon pri
Fate donation being made.
Be it enacted by the Legislature of the State of Mirnesota :
SECTION 1. There shall be established within five years after the passage of this Act, an institution to educate and prepare teachers for teaching in the Common Schools of this State, to be called a State Normal School. There shall be established within ten years after the passage of this Act, a second State Normal School, and within fifteen years a third ; State normal
schools how to be Prorided, there shall be no obligations to establish the first osta Normal School until the sum of five thousand dollars is donated to the State in money and lands, or in money alone, for the erection of the necessary buildings, and for the support of the professors or teachers in such institution, but when such sum is donated for such purpose, a like sum of five thousand dollars shall be, and hereby is appropriated by the Legislature on the order of the proper officers, and shall be paid out of any moneys in the treasury not otherwise ap. propriated by law, for the use and benefit of such institution.
Sec. 2. Whenever a second sum of five thousand dollars shall have been donated to the State for the establishment of Appropriations a second State Normal School, a like sum of five thousand to
mve thousand tain conditions dollars shall be and hereby is appropriated by the Legislature, and shall be, on the order of the proper officers, paid out of any moneys in the treasury not otherwise appropria. ted by law for the use and benefit of such institution.
Sec. 3. Whenever a third sum of five thousand dollars
by state u pon cer