properly signed by them and the same may be filed and recorded by the county recorder of the county within which the said cemetery is situated. Sec. 3. Transcripts of burial rights to be filed with recorder. On the first day of January and of July in each year the executive officers of all cemeteries and individual owners offering burial lots for sale shall file with the county recorder of the county within which said cemeteries are situated a transcript duly certified by such executive officers of any and all deeds or certificates of sale or evidences of burial rights issued by them during the preceding six months. The said county recorder shall file said abstract without charge and make any and all necessary notations upon the plats of said cemetery theretofore filed with him as in section 1 of this act provided. Sec. 4. Penalty. That a failure to comply with the requirements of this act by the executive officers or individual in control of any cemetery shall be a misdemeanor. Approved this 17th day of March, 1905. CHAPTER 131. POWERS OF CORPORATIONS. An Act to amend section 322 Revised Statutes of Utah, 1898, and section 338, Revised Statutes of Utah 1898, as amended by chapter 94, laws of Utah, 1903, and as amended by an act approved March 3, 1905 and sections 340, and 444, Revised Statutes of Utah, 1898, relating to the powers of corporations, the manner of making amendments to articles of incorporations; the manner of forming consolidated corporations; authorizing railroad companies to issue bonds and secure the same by execution of trust deeds or mortgages; and defining what shall be deemed railroad companies; and approving and validating amendments made to articles of incorporations and the organization of consolidated corporations, as well as acts done thereunder. Be it enacted by the Legislature of the State of Utah: . SECTION 1. That section 322 Revised Statutes of Utah 1898 and section 338 of the Revised Statutes of Utah, 1898, as amended by chapter 94, laws of Utah, 1903, and as amended by an act approved March 3, 1905 and sections 340, and 444 of the Revised Statutes of Utah, 1898, be and the same are hereby amended to read as follows: 322. Powers enumerated. The corporation in its name shall have power to make all contracts necessary and proper to effect its purposes and conduct its authorized business; to sue and be sued; to have a seal, which it may alter at pleasure; to buy, use, mortgage, sell, or otherwise dispose of personal property; to buy, receive, use, sell, mortgage, lease or bond, or otherwise dispose of all such real estate as may be necessary, useful, or desirable for it to own, use or dispose of for its purposes. Such corporation shall have the right to disburse out of profits actually earned and on hand such dividends, from time to time, as the directors may deem prudent. It may make all such by-laws, rules and regulations not inconsistent with law or with other corporate rights and vested privileges as may be necessary to carry into effect the object of the association, and such by-laws, rules and regulations, may be made in a general meeting of the stockholders or by the Board of Directors. And any corporation now existing, or that hereafter may be organized under the laws of this State for the purpose of mining, or the exploration or development of mining property, including lands bearing metal, stones, limestone, oil, petroleum, asphalt, and other hydro-carbons, shall, in addition to the powers above enumerated, have the power to purchase, take on bond or lease, or in exchange or locate. or otherwise acquire any lands, mines, options, territory, fields or claims, and to sell, convey, lease, bond, mortgage, dispose of, or otherwise deal in the same to such extent as the Board of Directors may deem prudent, subject always to the provisions of the articles of incorporation and by-laws; provided, that in case the articles of incorporation do not provide for the sale or other disposition of the property of the corporation, then the act of the Board of Directors shall not be valid or binding on the corporation until confirmed by a vote of a majority in amount of the stock outstanding at a meeting of the stockholders duly called to consider such action of the board. When the articles of association provide that the property of the corporation may be sold, mortgaged or otherwise disposed of by the directors or by the stockholders, sales made in accordance therewith shall be binding on the company. 338. Amendments. What permissible. The articles of incorporation of any corporation now existing or that hereafter may be organized under the laws of this State may be amended in any respect conformable to laws of this State by a vote representing at least a majority in amount of the outstanding capital stock thereof at a stockholders' meeting called for that purpose, as prescribed in section 339 of the Revised Statutes of Utah, 1898, as amended by chapter 94, laws of Utah, 1903; provided, that if all the stockholders vote in favor of such amendment at any meeting of the stockholders the notice required by section 339 aforesaid need not be given; and provided further that the original purpose of the corporation shall not be altered or changed without the approval and consent of all the outstanding stock; provided. further. that the adding to the purposes or object, or extending the power and business of the corporation, shall not be deemed a change of the original purpose of the corporation; provided, further, that the capital stock of the corporation shall not be diminished to an amount less than fifty per cent in excess of the indebtedness of the corporation: and provided further, that the personal or individual liability of the holder of fullpaid capital stock for assessments or for the indebtedness or obligation of the corporation shall not be changed without the consent of all the stockholders. 340. Consolidation. What permissible. How made. Corporations of the same kind, engaged in the same general business, in the same vicinity heretofore created under the laws of the Territory or State of Utah, or hereafter organized under the laws of this State, may consolidate upon such terms and conditions conformable to the law as Shell be agreed upon by a vote representing at least a majority in amount of the outstanding capital stock of each of said corporations, at a special meeting of each thereof, upon notice stating the time, place and object of such meeting, published for at least thirty days prior thereto in a newspaper having general circulation within the county or Counties where each corporation has its principal place of business; provided, that corporations organized for the purpose of owning and operating street or interurban railroads, and corporations organized for manufacturing, producing and selling light, power and heat by electricity, gas, steam, or other means, shall be for the purpose of this section, deemed corporations of the same kind. Such consolidation may be effected either by joining two or more corporations together, or by the formation of a new corporation under the laws of this State for the purpose of buying in and taking over and operating the properties. rights, and franchises of the corporations desiring to consolidate. And if by purchase, such purchase may be made at any public sale or sales made by judicial proceedings, or in the enforcement of mortgages or liens, or at private sale; provided, that if such sale is made other tha by judicial procedure or in the enforcement of mortgages or liens, tl. : same shall be approved by at least a majority in amount of the outstanding capital stock of the selling companies, unless the articles of association provide how and by whose authority the sale of the company's property shall be made, then in that event, in accordance with such provision. If such consolidation is effected by forming a new corporation to purchase, as aforesaid, the articles of association of such new company shall contain, in addition to the requirements of section 315 of the Revised Statutes of Utah. 1898, as amended by chapter 2, laws of Utah, 1901, as amended by an act of the Legislature of the State of Utah, approved February 25, 1905, a provision that the company is formed for the purpose of purchasing in and taking over the proporties, rights, privileges, and franchises of such corporations so desiring to consolidate, and if one or more of the corporations is a street, suburban, or interburban railroad, such articles shall contain a general statement of the termini of such road or roads, with their length respectively, as near as may be. Such articles of association of such new corporation organized to purchase the assets of the old companies shall be filed in the office of the Secretary of State, and upon his filing such articles and issuing a certificate of incorporation to such company, the association shall without further act be deemed and held to have been duly formed and created a corporation with all the powers specified in such articles of association; provided, that they are not inconsistent with the terms of this act or the other existing laws of this State relating to corporations organized for general purposes, or the terms of the Constitution of this State. If the consolidation is effected in the usual manner of joining two or more companies together without the previous formation of a new corporation for the purpose of purchasing in the properties of the corporations, such consolidation shall be evidenced by a certificate under the corporate seals of the respective corporations, signed by the president and secretary of each, briefly reciting the act or acts sought to be accomplished, and describing, in a general way, the property sought to be consolidated, together with the name of the corporation thus formed by amalgamation or consolidation, with such other provisions as the law may require to be inserted in the original articles of incorporation, and such others, being conformable to law, as may be deemed necessary to perfect such consolidation, which certificate shall be filed and recorded in the manner provided for the filing and recording of original articles of incorporation, and a copy thereof, duly certified by the county clerk, shall be filed in the office of the Secretary of State, whose certificate shall constitute such consolidated corporations, a new corporation. Such new consolidated corporation, whether formed by organizing a new corporation to purchase or by strict consolidation, shall have the right to work, operate and maintain the properties thus acquired, and all the rights, privileges, and franchises and powers named in such new articles of incorporation, including those formerly enjoyed by the original corporations. 444. Railroad bonds and mortgages. Railroad companies organized or existing or that may hereafter organize under the laws of this State shall have power to issue bonds for such sums, and payable at such times and places, and drawing interest at such rates, the board of directors may deem expedient; and, to secure the payment of such bonds and interest, shall have power to execute trust deeds or mortgages, or both, upon the whole or any part of their lines, real property, rolling stock, machinery and other personal property, franchises, income, and profits acquired or that thereafter may be acquired. Such bonds and trust deeds or mortgages shall be valid according to their terms, notwithstanding the fact that the bonds may be sold below par value. A ch 93-07 trust deed or mortgage made as aforesaid, to operate as notice to third persons, shall be recorded in the office of the recorder of each county in which any of the property affected by such trust deed or mortgage may be situated, and need not be left or filed in said office. Any such mortgage or trust deed when made shall be a valid lien upon the real and personal property and chattels included therein, notwithstanding the fact that the possession of such personal property may remain with the mortgagor; and when recorded as aforesaid, such record shall be notice to all persons of the existence of such mortgage or deed of trust according to its terms; provided, that corporations organized under the laws of this State, owning and operating street, suburban or interburban railroads, including those that own and operate, with such railroads, power and lighting plants, shall be deemed railroad companies, and their properties, railroad properties, within the meaning of this section. Sec. 2. Amendments validated. Amendments made by corporations to their original articles of incorporation, in accordance with the laws of this State, or the provisions of this act, are hereby approved and validated; and all corporations organized by consolidating their properties, rights and franchises, whether by strict consolidation or by the sale of the property and franchises of two or more corporations to one corporation in accordance with the provisions of the laws of this State, or the provisions of this act, are hereby approved and validated, and said corporations are hereby declared to be bodies corporate under the name and style in such consolidating articles set forth, with the rights and powers therein enumerated, and such corporate existence shall date from the time when such consolidating companies filed their articles of association, or copies thereof, with the Secretary of State, and received a certificate of incorporation, and all acts done by such corporations within the powers specified in their articles of association are hereby validated. Sec. 3. This act shall take effect upon approval. |