SEC. 24. [Notice.]-Before the capital stock of such company shall be increased, it shall be the duty of the directors to publish a notice, signed by at least a majority of them, in a newspaper of general circulation in the county in which such institution is located, at least four consecutive weeks, appointing a time and place for holding a meeting of the stockholders of the said company, specifying the amount to which it is proposed to increase the capital stock thereof; and a vote of at least two-thirds of the shares of the stock represented at such meeting, shall be necessary to an increase of its capital stock, and to authorize the directors to make and sign the certificate mentioned in the preceding section.

SEC. 25. [Liability of stockholders.]-Any university, college or academy that may become a body corporate under the provisions of this subdivision, the property of which is not derived by donation, gift, devise or subscription, but is owned by individuals in the shape of stock subscribed or taken, the owners of said stock shall be individually liable for the debts of said corporation to the amount of their stock respectively, and also in a sum equal thereto, over and above the amount of their stock; Provided, That the trustees or directors of any corporation organized under the provisions of this subdivision, the property of which is not owned by individuals in the shape of stock subscribed or taken, but is held upon trust or derived by devise, donation, gift, or subscription, shall not contract any indebtedness beyond the actual means or assets of said corporation, and if said trustees or directors contract debts or incur liabilities beyond the actual means or assets of said corporation, the trustees or directors, so contracting, shall be held liable in their individual capacity for the payment of the same, but the property of said corporation shall first be exhausted.

SEC. 26. [Trustees of endowment fund.]-Whenever three or more persons shall desire to create a board of trustees, to become incorporated as the trustees of an endowment fund for any educational, religious or charitable purpose, they shall do so in the following manner, to wit: Whenever, at any meeting called for the purpose, the said persons, at least three of whom shall be residents of this state, not less than three in number, as aforesaid, shall resolve to become a body corporate and politic, having a seal and corporate name, whereby they may sue and be sued in courts of justice in this state, they shall prepare a statement, setting forth the name by which they shall be called, the amount of said. fund, and the manner in which and the district to which the said fund shall be applied, whether within or without this state, together with the names of the persons who shall act as trustees, which said statement shall be subscribed by all the persons composing said meeting, in the presence of some magistrate, or judicial officer having a seal, who shall attest the signing of the same, and the same shall be recorded in the office of the county clerk in the county where said meeting was held, and thereupon the persons named in said statement as trustees, and their successors in office, shall become a body corporate and politic for the purposes in said statement named and specified; and a certified copy of said record, under the hand and seal of the county clerk of said county, shall at all times be prima facie evidence of the existence of said corporation. [Amended 1871, 105.]

SEC. 27. [Application of fund-How changed.]-In any case where, in the original statement in the preceding section provided for, it is contemplated that the fund may be applied to any object, not inconsistent with the purposes of education, religion or charity, different from that particularly specified in said statement, the trustees above named, or their successors in office, may apply to the district court in the county where the record hereinbefore provided for was made, for the privilege to make such change, designating particularly the purposes to which it is proposed to apply the same; and the said court, on being satisfied that such change is not inconsistent with the object of the original creation and institution of said fund, shall authorize and sanction such change.

SEC. 28. [Trustees a body politic.]-The said board of trustees and their successors in office, shall be a body politic with perpetual succession, and they shall hold their offices for such terms and receive their appointments in such

manner as shall be designated in the statement on record in the office of the county clerk, as hereinbefore provided.

BRIDGE COMPANIES.

SEC. 29. [How formed.]-Whenever any number of persons, not less than five, associate themselves together for the purpose of constructing a bridge over any of the streams of water in this state, they shall, under their hands and seals, make a certificate specifying the amount of capital stock necessary, the amount of each share, the place where such bridge is to be built, and on what stream; and said certificate shall be acknowledged, certified, and forwarded to the secretary of state, and by him recorded and copied; and when so incorporated, they are hereby authorized to carry on the operations named in said certificate of incorporation, and by the name and style provided in such certificate, shall be deemed a body corporate with succession, and they and their associates, successors and assigns shall have the same general corporate powers, and be subject to all restrictions hereafter provided; but in all cases the banks on both sides of the stream where the said bridge is to be erected, shall be owned by said company, or they shall obtain in writing the consent of the owner or owners of the banks where the said bridge is to be erected, to erect the said bridge as aforesaid, unless the said banks at such point shall be in a public highway.

SEC. 30. [Opening books.]—The corporators herein named shall open the books of said company for subscription to the capital stock of said bridge, and so soon thereafter as ten per cent. of the capital shall be subscribed, they shall call a meeting of the persons who have subscribed stock as aforesaid, and shall then and there proceed to elect five directors, who shall be stockholders in said company, who shall hold their offices as such directors for one year from and after said election, and until their successors are elected and qualified, one of whom shall be president, one treasurer, and one secretary, to be named on the tickets when voted for by the stockholders as aforesaid; each stockholder shall be entitled to one vote for each and every share of stock he may own; and after the first election no stockholder shall be entitled to a greater number of votes than the number of shares he may have paid into the said company.

SEC. 31. [Treasurer to give bond.]-The treasurer of said company before entering upon his duties of office, shall enter into a bond with good and sufficient security, to be approved by said board of directors, payable to the said company, conditioned for the faithful performance of all and singular the duties of his said office, and that he will well and truly account for and pay over to the said company all moneys and property that shall, from time to time, come into his hands by virtue of his said office, and that he will use due and proper diligence to collect all moneys and demands that from time to time shall be due and owing to the said company, which it shall be his duty by law to collect.

SEC. 32. [Duties of president.]-The president shall preside at all meetings when present and not otherwise incapicitated, in which case, or in case of his absence, the board of directors shall choose a president from among their number, who shall perform the duties of the president at such meeting, and perform such duties as may from time to time be pointed out by the by-laws and rules of 'said company.

not

SEC. 33. [Duties of secretary.]-The secretary shall keep a record of all meetings of the board of directors and other proceedings of said company, required to be performed by any other officers of the said board of directors, and perform such other and further duties as may be assigned him from time to time by the rules and by-laws of the said company.

SEC. 29. A company incorporated with the exclusive privilege to establish and keep a ferry and wagon bridge across a river, within a certain district, that stands by and silently permits other parties to construct a bridge within the same district, or acquiescing and consenting to the erection thereof, are estopped from controverting, by injunction or otherwise, the right of the other parties to use and repair such bridge. 6 Neb. 18.

SEC. 30. As to the method of election, see Const., Art. XI, sec. 5, ante p. 34. The bridge of a company having an exclusive franchise was destroyed, and a resolution passed not to build unless aided by subscriptions. F. subscribed. Afterwards the location of the bridge was changed about a mile away from the former location, to which F. did not assent. Held, that he was not liable. 8 Neb. 103.

SEC. 34. [By-laws.]-The said company shall have power, from time to time, at any regular meeting of the board of directors, to make, alter, and change such by-laws and rules for the government of the said company.

SEC. 35. [Rates of tolls.]-The company, previous to receiving any tolls upon said bridge, shall set up and keep in a conspicuous place, a board on said bridge, on which shall be written, painted or printed, in a plain and legible manner, the rates of toll, which rates of toll shall have been prescribed by the district court of the proper county; and if any company shall demand or receive any greater rates of toll than the rate prescribed by said court, they shall be subject to a fine of ten dollars for each offense.

SEC. 36. [Compensation of officers.]--The compensation of the president and other officers of such company shall be regulated and fixed by the rules and by-laws of such company from time to time.

MANUFACTURING COMPANIES.

SEC. 37. [How formed.]-Whenever any number of persons associate themselves together for the purpose of engaging in the business of manufacturing, they shall, under their hands and seals, make a certificate, specifying the amount of capital stock necessary, the amount of each share, the name of the place where such manufacturing establishment shall be located, and the name and style by which such company shall be known; said certificate shall be acknowledged, certified and forwarded to the secretary of state, and by him be recorded and copied; and when so incorporated, they are hereby authorized to carry on the manufacturing operations named in said certificate of incorporation, and by the name and style provided in said certificate, shall be deemed a body corporate with succession, and they and their associates, successors and assigns shall have the same general corporate powers as are conferred in this chapter upon bridge companies, and subject to all the restrictions hereafter provided.

SEC. 38. [Annual meeting-General powers.]-The annual meeting of the stockholders shall be held on the first Monday of January in each year, at which meeting the directors of the company shall be elected, and such other lawful business done as the stockholders shall deem necessary and proper; and should they fail to elect directors at the annual meeting, they shall hold a special meeting at some subsequent time for that purpose, by giving thirty days notice thereof in some newspaper of general circulation in such county; the directors shall hold their offices until their successors are chosen and qualified, but no person shall be a director after ceasing to be a stockholder. Immediately after the election, the directors shall elect one of their number president of the corporation, and may appoint such other officers and agents as they may deem proper to transact their business, and prescribe the amount of compensation to be allowed them for their services, and such officers, when required by the by-laws, shall give bonds to the satisfaction of the directors, for the faithful discharge of the trust committed to them, and shall have power and are hereby authorized to make such rules, regulations and by-laws as may be necessary for their government, not inconsistent with the constitution of this state. The directors shall have the general management of the affairs of the company, and may dispose of the residue of the capital stock at any time remaining unsubscribed, in such manner as the stockholders for the time being may prescribe, and may employ the capital and means of the company in such manufactures as they shall deem best for the company, and for the erection and maintenance of such machinery, dams, buildings, races and watercourses, subject always to the control of the stockholders, as may be necessary in the business of manufacturing, but for no other purposes than those connected with and pertaining to said business; they shall cause a record to be kept of all stock subscribed and transferred, and all business transactions, and their books and records shall at all reasonable times be open to the inspection of any and every stockholder; they shall also, when required, present to the stockholders reports, in writing, of the situation and the amount of business of the company,

and declare and make such dividends of the profits from the business of the company, not reducing the capital stock while they have outstanding liabilities, as they shall deem expedient.

SEC. 39. [Subscription books.]—The persons named in the certificate of incorporation, or a majority of them, shall be commissioners to open the books for the subscription to the capital stock of said company, and at such times and places as they shall deem proper, and the said company are authorized to commence operations upon the subscription of ten per cent of said stock.

RELIGIOUS AND OTHER SOCIETIES.

SEC. 40. [Officers how elected.]—It shall be lawful for any religious sect or denomination, fire company, or any literary, scientific, or benevolent associations (other than colleges, universities, academies, or seminaries,) within this state, to elect, at a meeting of a majority of the members of any organized church, fire company, literary, scientific, or benevolent association as aforesaid, called for that purpose, any number of their members, not less than three, to serve as trustees or directors, and one member as clerk, who shall hold their offices during the pleasure of the society or association; Provided, That all religious bodies that have in their articles of association, constitution, by-laws, or discipline, provisions for the election of trustees or directors to hold property for the use and benefit of the membership and ministry thereof, may and are hereby authorized to elect such trustees or directors according to such provisions, and that a certificate of such election signed by the president and secretary of such meeting or conference, shall be placed upon the records of the county in which such property is located. [As amended March 1. Took effect June 1, 1881.]

SEC. 41. [Proceedings to be recorded in the county clerk's office. That the clerk so appointed shall make a true record of the proceedings of the meeting provided for in this subdivision, and certify and deliver the same to the clerk of the county where such meeting shall be held, together with the name by which such church, fire company, or association shall thereafter desire to be known; and it shall be the duty of each county clerk in this state, immediately upon the receipt of such certified statement, to record the same in a book of record to be kept by him, provided for that purpose at the expense of his county, for which service he may demand the sum of ten cents per hundred words; and from and after making such record by the county clerk, the said trustees or directors, and their associated members and their successors, shall be invested with the powers, privileges, and immunities incident to aggregate corporations; and a certified transcript of the record, herein authorized to be made by the county clerk, shall be deemed and taken, in all courts and places whatsoever in this state, as prima facie evidence of the existence of such association and corporation.

SEC. 42. [Power of trustees.]-The trustees or directors, who may be appointed under the provisions of this subdivision, and their successors in office, shall have perpetual succession by such name as may be designated, and by sueh name may be legally capable of contracting, and prosecuting and defending suits, and shall have capacity to acquire, hold, enjoy, dispose of, and convey all property, real and personal, which they may acquire by purchase, donation, or otherwise, for the purpose of carrying out the intentions of such society or association, but they shall not acquire or hold property for any other purpose.

SEC. 43. [Officers.]-Such society or association, when incorporated, may elect such officers and make such rules and regulations as may be necessary and expedient for its own government, and the management of its fiscal and other affairs to effect their respective objects.

SEC. 44. [Vacancies.]-If said board of trustees or directors, as is provided for in this subdivision, shall be vacated, either in whole or in part, by death, resignation or otherwise, such board of trustees or directors may be revived, or such vacancy or vacancies filled, in the manner pointed out in this subdivision

for the original organization o. said board, and a majority of said trustees or directors shall be quorum for the transaction of business.

CEMETERY ASSOCIATIONS.

SEC. 45. [How incorporated.]—It shall be lawful for any number of persons, not less than five, who are residents of the county in which they desire to form themselves into an association, to form themselves into a cemetery association, and to elect any number of their members, not less than three, to serve as trustees, and one member as clerk, who shall continue in office during the pleasure of the society; all such elections shall take place at a meeting of a majority of the members of such association, and after notice, for at least twenty days in a newspaper, or by posting at least three written notices at public places in the township. SEC. 46. [Record of proceedings.]-The clerk, hereinbefore authorized to be appointed, shall forthwith make out a true record of the proceedings of the meeting provided for by the preceding section, and certify and deliver the same to the clerk of the county in which such meeting shall be held, together with the name by which such association shall desire to be known; and it shall be the duty of each county clerk in this state, immediately upon the receipt of such certified statement, to record the same in a book by him provided for that purpose, at the expense of the county; and the clerk shall be entitled to the same fees for his services as he is entitled to demand for other similar services; and from and after the making of such record by the county clerk, the said trustees, and their associated members and successors, shall be invested with the powers, privileges, and immunities incident to aggregate corporations; and a certified transcript of the record, herein authorized to be made by the county clerk, shall be deemed and taken in all courts and places whatsoever within this state, as prima facie evidence of the existence of such cemetery association.

SEC. 47. [Powers of trustees.]-The trustees, who may be appointed under the provisions of this subdivision, shall have perpetual succession, and shall be capable in law of contracting, and prosecuting and defending suits at law and in equity; and, where suits shall be brought against said incorporation, mesne process against it may be served by leaving an attested copy thereof with one of the trustees, at least ten days before the return day thereof.

SEC. 48. [General powers.]-Such association may have power to prescribe the terms on which members may be admitted, the number of its trustees and other officers (subject to the limitations set forth in this subdivision), and the time and manner of their election and appointment, and the time and place of meeting for the trustees and for the association, and to pass all such other bylaws as may be necessary for the good government of such association, not inconsistent with this or any other statute of the state, nor in violation of the constitution.

SEC. 49. [Cemetery grounds.]-Such association shall be authorized to purchase or take, by gift or devise, and hold lands exempt from execution and from any appropriation to public purchasers, for the sole purpose of a cemetery, not exceeding three hundred and twenty (320) acres, which shall be exempt from taxation if used exclusively for burial purposes, and in no wise with a view to profit. After paying for such land, all the future receipts and income of such association, whether from the sale of lots, from donations, or otherwise, shall be applied exclusively to buying out, protecting, preserving and embellishing the cemetery and the avenues leading thereto, and to the erection of such building or buildings, vault or vaults as may be necessary for the cemetery purposes, and to paying the necessary expenses of the association. No debts shall be contracted in the anticipation of future receipts except for originally purchasing, laying out, inclosing and embellishing the grounds and avenues and erecting buildings and vaults for which a debt or debts may be contracted, not exceeding thirty-five ($35,000) thousand dollars in the whole to be paid out of future receipts; and such association shall have power to adopt such rules and regulations as they deem expedient for disposing of and conveying burial lots. [Amended 1885, chap 22.]