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PART IV.

.

CORPORATIONS.

TITLE I.

GENERAL PROVISIONS APPLICABLE TO ALL CORPORATIONS.

CHAPTER I.

FORMATION OF CORPORATIONS.

ARTICLE I.

CORPORATIONS DEFINED AND HOW ORGANIZED.

public and

Private cor

Corporation SECTION 283. A corporation is a creature of the law, defined.

having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time

which the law prescribes. Corporations SEC. 284. Corporations are either public or private. Pubprivate, dis- lic corporations are formed or organized for the government tinguished.

of a portion of the State; all other corporations are private. (Amendment, approved March 30, 1874; Amendments 1873-4, 197; took effect July 1, 1874.)

SEC. 285. Private corporations may be formed by the how formod. voluntary association of any five or more persons, in the

manner prescribed in this article. A majority of such persons must be residents of this State. (Amendment, approved March 30, 1874; Amendments 1873–4, 197; took effect July 1,

1874.) Corporations SEC. 286. Private corporations may be formed for any may be formed for purpose for which individuals may lawfully associate them

selves. (Amendment, approved March 30, 1874; Amend

ments 1873-4, 198; took effect July 1, 1874.) Continuance SEC. 287. Any corporation existing on the first day of under pro January, one thousand eight hundred and seventy-three, Code. formed under the laws of this State, and still existing, which

has not already elected to continue its existence, under the provisions of this Code applicable thereto, may, at any time hereafter, make such election by the unanimous vote of all

any lawful purpose.

of existence

of its directors, or such election may be made at any annual meeting of the stockholders or members, or at any meeting called by the directors expressly for considering the subject, if voted by stockholders representing a majority of the capital stock, or by a majority of the members, or may be made by the directors upon the written consent of that number of such stockholders or members. A certificate of the action of the directors, signed by them and their Secretary, when the election is made by their unanimous vote, or upon the written consent of the stockholders or members, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting, signed by the Chairman and Secretary of the meeting, and a majority of the directors, must be filed in the office of the Clerk of the county where the original articles of corporation are filed, and a certified copy thereof must be filed in the office of the Secretary of State; and thereafter the corporation shall continue its existence under the provisions of this Code which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restrictions, and limitations prescribed thereby. (Amendment, approved March 30, 1874; Amendments 1873-4, 198; took effect July 1, 1874.

SEC. 288. No corporation formed or existing before twelve Existing o'clock, noon, of the day upon which this Code takes effect, not affected. is affected by the provisions of part four of division first of this Code, unless such corporation elects to continue its existence under it as provided in section two hundred and eighty-seven; but the laws under which such corporations were formed and exist are applicable to all such corporations, and are repealed, subject to the provisions of this section.

Sec. 289. The instrument by which a private corporation Namene is formed is called "articles of incorporation.”

creating

corporation. SEC. 290. Articles of incorporation must be prepared, set- Articles of

incorporating forth:

1. The name of the corporation;
2. The purpose for which it is formed;

3. The place where its principal business is to be transacted;

4. The term for which it is to exist, not exceeding fifty years;

5. The number of its directors or trustees, and the names

corporations

tion, what to contain.

facts in articles.

and residences of those who are appointed for the first year; provided, at any time during the existence of the corporation, the number of the directors may be increased, in corporations for profit, by a majority of the stockholders of the corporation, to any number not exceeding eleven, who must be members of the corporation, whereupon a certificate stating the number of directors must be filed as provided for in section two hundred and ninety-six for the filing of the original articles of incorporation;

6. The amount of its capital stock, and the number of shares into which it is divided;

7. If there is a capital stock, the amount actually subscribed, and by whom. (Amendment, approved April 1, 1876 ;

Amendments 1875–6, 70; took effect from passage.) Certain cor SEC. 291. The articles of incorporation of any railroad, porations to state further wagon road or telegraph organization must also state:

1. The kind of road or telegraph intended to be constructed;

2. The place from and to which it is intended to be run, and all the intermediate branches.

3. The estimated length of the road or telegraph line;

4. That at least ten per cent. of the capital stock subscribed has been paid in to the Treasurer of the intended corporation.

SEC. 292. The articles of incorporation must be subscribed scribed and by five or more persons, a majority of whom must be resiacknowl. edged- dents of this State, and acknowledged by each before some qualification officer authorized to take and certify acknowledgments of of signers.

conveyances of real property. (Amendment, approved March

30, 1874; Amendments 1873–4, 199; took effect July 1, 1874.) Prerequi- SEC. 293. Each intended corporation named in section

two hundred and ninety-one, before filing articles of incor-
poration, must have actually subscribed to its capital stock,
for each mile of the contemplated work, the following
amounts, to wit:

1. One thousand dollars per mile of railroad;
2. One hundred dollars per mile of telegraph lines;

3. Three hundred dollars per mile of wagon roads. Prerequi.

Sec. 294. Before the articles of incorporation of any corarticles of poration referred to in the preceding section are filed, there corporations for profit. must be paid for the benefit of the corporation, to a Treasurer

elected by the subscribers, ten per cent. of the amount subscribed.

Articles to be sub

number and

sites to filing articles.

site to filing

stock and

ten per cent

and Secre.

Sec. 295. Before the Secretary of State issues to any such Oath of officorporation a certificate of the filing of articles of incorpo- scription of ration, there must be filed in his office an affidavit of the payment of President, Secretary, or Treasurer named in the articles, that the required amount of the capital stock thereof has been actually subscribed, and ten per cent. thereof actually paid to a Treasurer for the benefit of the corporation.

SEC. 296. Upon filing the articles of incorporation in the Articles to be office of the County Clerk of the county in which the prin- County Clerk cipal business of the company is to be transacted, and a copy tary of Stato. thereof, certified by the County Clerk, with the Secretary of State, and the affidavit mentioned in the last section, where such affidavit is required, the Secretary of State must issue to the corporation, over the great seal of the State, a certificate that a copy of the articles containing the required statement of facts has been filed in his office: and thereupon the persons signing the articles, and their associates and successors, shall be a body politic and corporate, by the name stated in the certificate, and for the term of fifty years, unless it is in the articles of incorporation otherwise stated or in this Code otherwise specially provided. (Amendment, approved March 30, 1874; Amendments 1873-4, 199; took effect July 1, 1874.)

SEC. 297. A copy of any articles of incorporation filed in Certified pursuance of this chapter, and certified by the Secretary of cles as prima State, must be received in all the Courts and other places as dence. prima facie evidence of the facts therein stated. (Amendment, approved March 30, 1874; Amendments 1873–4, 200; took effect July 1, 1874.)

Sec. 298. The owners of shares in a corporation which who are has a capital stock are called stockholders. If a corporation and who has no capital stock, the corporators and their successors are of corporacalled members.

[Section two hundred and ninety-nine was repealed by Act approved March thirtieth, eighteen hundred and seventyfour. (Amendments 1873-4, 200; took effect July 1, 1874.) Afterwards, a new section, two hundred and ninety-nine, was adopted and added to the Code, as follows:]

Sec. 299. No corporation hereafter formed shall purchase, Filing of locate, or hold property in any county in this State, without incorporafiling a copy of the copy of its articles of incorporation filed in the office of the Secretary of State, duly certified by such

facie evi.

stock holders

tion.

tion.

Filing of articles of

tion.

Secretary of State, in the office of the County Clerk of the incorpora- county in which such property is situated, within sixty days

after such purchase or location is made. Every corporation now in existence, whether formed under provisions of this Code or not, must, within ninety days after the passage of this section, file such certified copy of the copy of its articles of incorporation in the office of the County Clerk of every county in this State in which it holds any property, and if any such corporation hereafter acquires any property in a coumty other than that in which it now holds property, it must, within ninety days thereafter, file with the Clerk of such county such certified copy of the copy of its articles of incorporation. The copies so filed with the several County Clerks, and certified copies thereof, shall have the same force and effect in evidence as would the originals. Any corporation failing to comply with the provisions of this section shall not maintain or defend any action or proceeding in relation to such property, its rents, issues, or profits. Any corporation which has not heretofore filed a certified copy of the certificate of its articles of incorporation may avail itself of the provisions of this Act with the same effect as if it had filed such certified copy of such certificate; provided, that this Act shall not affect any pending litigation, or any suit now pending in Court. (Amendment, approved March 22, 1878; Amendments 1877–8, 76; took effect sixtieth day after passage.)

ARTICLE II.

BY-LAWS, DIRECTORS, ELECTIONS, AND MEETINGS.

Adoption of SECTION 301. Every corporation formed under this title when, how, must, within one month after filing articles of incorporation, and by whom. adopt a code of by-laws for its government not inconsistent

with the Constitution and laws of this State. The assent of stockholders representing a majority of all the subscribed capital stock, or of a majority of the members, if there be no capital stock, is necessary to adopt by-laws, if they are adopted at a meeting called for that purpose; and in the event of such meeting being called, two weeks' notice of the same by advertisement in some newspaper published in the county in which the principal place of business of the

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