Officers

liable for

cates, reports

or notices.

party, or those to be affected thereby. (Amendment, approved April 1, 1878; Amendments 1877-8, 79; took effect from passage.)

SEC. 316. Any officer of a corporation who willfully gives false certifi- a certificate, or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its business, which is false in any material representation, shall be liable for all the damages resulting therefrom to any person injured thereby; and if two or more officers unite or participate in the commission of any of the acts herein designated, they shall be jointly and severally liable. (Amendment, approved March 30, 1874; Amendments 1873-4, 203; took effect July 1, 1874.)

Meeting by

consent

SEC. 317. When all the stockholders or members of a corto be valid. poration are present at any meeting, however called or notified, and sign a written consent thereto on the record of such a meeting, the doings of such meeting are as valid as if had at a meeting legally called and noticed.

Proceedings at meeting

ing.

SEC. 318. The stockholders or members of such corporato be bind- tion, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.

Meetings,

where held.

When no provision in

regular meetings,

SEC. 319. The meetings of the stockholders and Board of Directors of a corporation must be held at its office or principal place of business.

SEC. 320. When no provision is made in the by-laws for by-laws for regular meetings of the directors and the mode of calling special meetings, all meetings must be called by special notice, in writing, to be given to each director by the Secretary, on the order of the President, or if there be none, on the order of two directors.

special meetings, how called.

Change of principal place of business.

SEC. 321. Every corporation that has been or may be created under the general laws of this State, may change its principal place of business from one place to another in the same county, or from one city or county to another city or county within this State. Before such change is made the consent, in writing, of the holders of two-thirds of the capital stock must be obtained, and filed in the office of the corporation. When such consent is obtained and filed, notice of the intended removal or change must be published at

least once a week for three successive weeks in some newspaper published in the county wherein said principal place of business is situated, if there is one published therein; if not, in a newspaper of an adjoining county, giving the name of the county or city where it is situated, and that to which it is intended to remove it. (New section, approved April 3, 1876; Amendments 1875-6, 73; took effect immediately.)

CHAPTER II.

CORPORATE STOCK.

ARTICLE I.

STOCK AND STOCKHOLDERS.

ers liable

SECTION 322. Each stockholder of a corporation is individ- Stockholdually and personally liable for such proportion of its debts for debts. and liabilities as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation, and for a like proportion only of each debt or claim against the corporation. Any creditor of the corporation may institute joint or several actions against any of its stockholders for the proportion of his claim, payable by each, and in such action the Court must ascertain the proportion of the claim or debt for which each defendant is liable, and a several judgment must be rendered against each, in conformity therewith. If any stockholder pays his proportion of any debt due from the corporation, incurred while he was such stockholder, he is relieved from any further personal liability for such debt; and if an action has been brought against him upon such debt, it shall be dismissed as to him, upon his paying the costs, or such proportion thereof as may be properly chargeable against him. The liability of each stockholder is determined by the amount of stock or shares owned by him at the time the debt or liability was incurred; and such liability is not released by any subsequent transfer of stock. The term stockholder, as used in this section, shall apply not only to such persons as appear by the books of the corporation to be

ers liable

for debts.

Stockhold such, but, also, to every equitable owner of stock, although the same appear on the books in the name of another, and, also, to every person who has advanced the installments or purchase money of stock in the name of a minor, so long as the latter remains a minor; and, also, to every guardian or other trustee who voluntarily invests any trust funds in the stock. Trust funds in the hands of a guardian or trustee shall not be liable under the provisions of this section by reason of any such investment, nor shall the person for whose benefit the investment is made be responsible in respect to the stock, until he becomes competent and able to control the same; but the responsibility of the guardian or trustee making the investment shall continue until that period. Stock held as collateral security, or by a trustee, or in any other representative capacity, does not make the holder thereof a stockholder within the meaning of this section, except in the cases above-mentioned, so as to charge him with any proportion of the debts or liabilities of the corporation; but the pledgor, or person, or estate represented, is to be deemed the stockholder as respects such liability. In corporations having no capital stock, each member is individually and personally liable for his proportion of its debts and liabilities, and similar actions may be brought against him, either alone or jointly with other members, to enforce such liability as by this section may be brought against one or more stockholders, and similar judgments may be rendered. The liability of each stockholder of a corporation formed under the laws of any other State or territory of the United States, or of any foreign country, and doing business within this State, shall be the same as the liability of a stockholder of a corporation created under the Constitution and laws of this State. (Amendment, approved March 15, 1876; Amendments 1875-6, 73; took effect sixtieth day after passage.)

Certificates, how and

SEC. 323. All corporations for profit must issue certificates. when issued. for stock when fully paid up, signed by the President and Secretary, and may provide, in their by-laws, for issuing certificates prior to the full payment, under such restrictions and for such purposes as their by-laws may provide.

Transfer of shares.

SEC. 324. Whenever the capital stock of any corporation. is divided into shares, and certificates therefor are issued, such shares of stock are personal property and may be trans

ferred by indorsement by the signature of the proprietor, or his attorney or legal representative, and delivery of the certificate; but such transfer is not valid, except between the parties thereto, until the same is so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer.

by married

dent stock

SEC. 325. Shares of stock in corporations held or owned Shares held by a married woman may be transferred by her, her agent or women, etc. attorney, without the signature of her husband, in the same manner as if such married woman were a femme-sole. All dividends payable upon any shares of stock of a corporation held by a married woman may be paid to such married woman, her agent or attorney, in the same manner as if she were unmarried, and it is not necessary for her husband to join in a receipt therefor; and any proxy or power given by a married woman touching any shares of stock of any corporation owned by her, is valid and binding without the signature of her husband, the same as if she were unmarried. SEC. 326. When the shares of stock in a corporation are Non-resi owned by parties residing out of the State, the President, holders. Secretary, or directors of the corporation, before entering any transfer of the shares on its books, or issuing a certificate therefor to the transferee, may require from the attorney or agent of the non-resident owner, or from the person claiming under the transfer, an affidavit or other evidence that the non-resident owner was alive at the date of the transfer, and if such affidavit or other satisfactory evidence be not furnished, may require from the attorney, agent or claimant, a bond of indemnity, with two sureties, satisfactory to the officers of the corporation, or if not so satisfactory, then one approved by a District Judge, or the County Judge of the county in which the principal office of the corporation is situated, conditioned to protect the corporation against any liability to the legal representatives of the owner of the shares, in case of his or her death before the transfer; and if such affidavit or other evidence or bond be not furnished. when required, as herein provided, neither the corporation, nor any officer thereof, shall be liable for refusing to enter the transfer on the books of the corporation. (Amendment, approved March 30, 1874; Amendments 1873-4, 205; took effect July 1, 1874.)

Directors

may levy

ARTICLE II.

ASSESSMENTS OF STOCK.

SECTION 331. The directors of any corporation formed assessments. or existing under the laws of this State, after one-fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed capital stock thereof, in the manner and form, and to the extent provided herein. (Amendment, approved March 30, 1874; Amendments 1873-4, 206; took effect July 1, 1874.)

Limitation

of assess

ments.

Levy of

assessment.

What order shall con

tain.

SEC. 332. No one assessment must exceed ten per cent. of the amount of the capital stock named in the articles of incorporation, except in the cases in this section otherwise provided for, as follows:

1. If the whole capital of a corporation has not been paid. up, and the corporation is unable to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon the capital stock; or if a less amount is sufficient, then it may be for such a percentage as will raise that amount;

2. The directors of railroad corporations may assess the capital stock in installments of not more than ten per cent. per month, unless in the articles of incorporation it is otherwise provided;

3. The directors of fire or marine insurance corporations may assess such a percentage of the capital stock as they deem proper.

SEC. 333. No assessment must be levied while any portion. of a previous one remains unpaid, unless:

1. The power of the corporation has been exercised in accordance with the provisions of this article for the purpose of collecting such previous assessment;

2. The collection of the previous assessment has been enjoined; or,

3. The assessment falls within the provisions of either the first, second, or third subdivision of section three hundred and thirty-two.

SEC. 334. Every order levying an assessment must specify the amount thereof, when, to whom, and where payable; fix a day, subsequent to the full term of publication of the