1105. Purposes for which may be formed. SECTION 1. Any number of persons, not less than three, may associate to establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose under the provisions of and subject to the requirements of this act as hereinafter provided; except to carry on within this state, an insurance business or that of a surety company or that of a railroad company, other than a street railroad. Corporations may not be formed whose objects embrace the caring for dependent, neglected or delinquent children, see sec. 744. For special provisions relative to telegraph companies, see secs. 4603-4630. 1106. Companies operating out of the state. SEC. 2. Notwithstanding the exceptions in the preceding section of this act, a corporation may be incorporated under this act to transact the business of an insurance company, life, fire, marine or accident or other form of insurance or of a surety company or of a railroad company, or for other cognate or other like purposes, to operate wholly without this state and may unite the powers to conduct such business without this state, with any powers which it is authorized to exercise without or within this state; provided, such corporation do not infringe the laws of such other state or country, as it may intend to transact business in, by so incorporating under this act. 1107. Formation, how accomplished. SEC. 3. All the persons who desire to form a corporation for any one or more of the purposes specified in this act shall make, sign and acknowledge before some person competent to take the acknowledgement of deeds, and file and have recorded in a book provided for that purpose, in the office of the clerk of the county in which the principal place of business of the company is intended to be located, articles of incorporation, or a certificate of incorporation, and file a certified copy, under the hand of the clerk and the seal of said county, in the office of the secretary of state, of said articles, or certificate of incorporation. As amended, Stats. 1905, 73. 1108. What articles or certificate shall set forth. SEC. 4. 1. The name of the corporation (which name shall end with the word "incorporated," or shall contain one of the following words, used therein. as a substantive or noun, "association," "company," "corporation," "club," "society," or "syndicate") and shall be such as to distinguish it from any other formed or incorporated in this state or engaged in the same business, or promoting or carrying on the same objects or purposes in this state. 2. The name of the county and of the city or town and of the place within the county, city or town, in which its principal office or place of business is to be located in this state (giving street and number if practicable), and if not, so described as to be easily located within the said county, city or town, the secretary of state shall refuse to issue his certificate until, such location is marked and established. 3. The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on by the corporation. 4. The amount of the total authorized capital stock of the corporation, which shall not be less than two thousand dollars: the number of shares into which the same is divided, and the par value of each share; the amount of subscribed capital stock with which it will commence business, which shall not be less than one thousand dollars; the amount actually subscribed and the amount actually paid up if any; and if there be more than one class of stock created by the certificate of incorporation, a description of the different classes with the terms on which the respective classes of stock are created, and the amount of each class subscribed and amount paid thereon; provided, however, that the provisions of this paragraph shall not apply to corporations not for profit, for which it is desired to have no capital stock; in case any such corporation desires to have no capital stock, it shall be so stated, and the conditions of membership shall be also stated. 5. The names of each of the original subscribers to the capital stock and the amount subscribed by each, or if there be no stock, of the original incorporators. 6. The period, if any, limited for the duration of its existence. 7. Whether the members of its governing board shall be styled directors or trustees of the corporation and the number of such trustees or directors, which shall not be less than three. 8. Whether or not capital stock, after the amount of the subscription price or par value has been paid in, shall be subject to assessment to pay debts of the corporation, and, unless provision is made in such original certificate or articles of incorporation for assessment upon paid up stock, no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed, and the articles of incorporation shall not be amended in this particular. 9. The certificate of articles of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation and the rights, powers or duties of the directors, the stockholders, or any classes of the stockholders, or holders of the bonds or other obligations of the corporation, or providing for governing the distribution or division of the profits of the said corporation; provided, such provisions are not contrary to the laws of this state. As amended, Stats. 1905, 73. 1109. When corporate existence begins. SEC. 5. Upon making the certificate or articles of incorporation and causing the same to be filed and recorded as aforesaid, and paying the fees therefor the secretary of state must issue to the corporation a certificate that a copy of the articles containing the required statement of facts has been filed in his office and thereupon the persons so associating, their successors and assigns, shall from the date of such certificate be and constitute a body corporate, by the name set forth in said certificate or articles, subject to dissolution as in this act elsewhere provided. 1110. Evidence of incorporation. SEC. 6. A copy of any certificate or articles of incorporation, filed in pursuance of this act, and certified by the county clerk of the county in which it is filed or a copy of the copy filed with the secretary of state certified by him or said certificate, issued by the secretary of state pursuant to section 5 of this act shall be received in all courts and places as prima facie evidence of the facts therein stated, and of the existence and due incorporation of said corporation therein named. 1111. Powers. SEC. 7. Every corporation created under the provisions of this act shall have power: 1. To have succession, by its corporate name, for the time stated in its certificate or articles of incorporation, and when no period is limited, perpetually or until dissolved and its affairs wound up according to law. 2. To sue and be sued, complain and defend in any court of law or equity. 3. To make and use a common seal and alter the same at pleasure. 4. To hold, purchase and convey real and personal estate, and to mortgage any such real and personal estate with its franchises; the power to hold real and personal estate, except in the case of religious corporations, shall include the power to take the same by devise or bequest in this state or in any other state, territory or country. 5. To appoint such officers and agents as the business of the corporation shall require, and to allow them suitable compensation. 6. To require of them such security as may be thought proper for the fulfilment of their duties, and to remove them at will. 7. To make by-laws not inconsistent with the constitution or laws of the United States or of this state, fixing and altering the number of its directors or trustees, providing for their election and removal or for the management of its property, the regulation and government of its affairs, and for the certification and transfer of its stock, and to provide suitable penalties for a breach thereof not exceeding $25 in any one case. 8. To wind up and dissolve itself, or to be wound up and dissolved in the manner hereinafter mentioned. 9. To conduct business in this state, other states, the District of Columbia, the territories, districts, dependencies and colonies of the United States and in foreign countries, and have one or more offices out of this state, and to buy or otherwise obtain, hold, purchase, mortgage and convey real and personal property within or out of this state, to issue its bonds, debentures or other securities and hypothecate its franchises and property of any kind as security therefor. 1112. Power to issue money denied. SEC. 8. No corporation created under the provisions of this act shall, by any implication or construction, be deemed to possess the power of issuing bills, notes or other evidences of debt for circulation as money, and nothing in this act shall be so construed as to authorize the formation of banking corporations for the purpose of issuing or circulating money or currency within this state or without the state or at all, except the federal currency or the notes of banks authorized under the laws of the Congress of the United States, nor shall bank notes or paper of any kind, be permitted to circulate as money in this state, other than the notes of banks authorized by the laws of the Congress of the United States. Act in relation to banking, secs. 616-694. 1113. Additional powers. SEC. 9. In addition to the powers enumerated in this act, every corporation, its officers, directors and stockholders, shall possess and exercise all the powers and privileges contained in this act, and the powers expressly given in its articles or certificate under which it was incorporated, so far as the same are necessary or convenient to the attainment of the objects set forth in such certificate or articles of incorporation; but shall be governed by the provisions and be subject to the restrictions and liabilities in this act contained, and no corporation shall possess or exercise any other corporate powers, except such incidental powers as shall be necessary to the exercise of the powers so given. 1114. Preferred and other special stocks. SEC. 10. Every corporation organized under this act shall have power to create two or more kinds of stock, of such classes, with such designations, preferences and voting powers or restrictions or qualifications thereof as shall be stated and expressed in the certificate or articles of incorporation or in any amendment or certificate of amendment thereof; and the power to increase or decrease the stock as in this act elsewhere provided, shall apply to all or any of the classes of stock; but at no time shall the total amount of the preferred stocks issued and outstanding exceed two-thirds of the capital stock paid for in cash or property, and such preferred stocks may, if desired, be made subject to redemption at any time after three years from the issue thereof, at a price not less than par, and the holders thereof shall be entitled to receive, and the corporation shall be bound to pay thereon (but only out of the profits or property of said corporation) dividends at such rates and on such conditions as shall be stated in the original or amended certificate of incorporation, not exceeding ten per centum per annum, payable quarterly, half yearly or yearly; and such dividends may be made payable before any dividends shall be set apart or paid on the common stock, and such dividends may be made cumulative; provided, the corporation shall set apart or pay the said dividends to the holders of noncumulative preferred stock before any dividend shall be paid on the common stock; and in no event shall a holder of any class of stock be personally liable for the debts of the corporation nor for the payment of dividends; but in case of insolvency its debts and other liabilities shall be paid in preference to the preferred stock; the terms "general stock" and "common stock" are synonymous. 1115. Rights may be given creditors to vote or inspect books. SEC. 11. Every corporation, organized under and pursuant to the provisions of this act, or subject to its provisions, may make suitable provisions in its articles or certificate of incorporation, original or amended, and thereby to the extent, in the manner and subject to the conditions provided in the certificate or articles of incorporation confer upon the holders of any bond or debentures issued or to be issued by any such corporation, whether secured by mortgage or otherwise, the power to vote in respect to the corporate affairs and management of the company to the same extent and in the same manner as stockholders of the said corporation, as may be provided in the certificate of incorporation and, in case of a default in the payment of the principal or interest on said bonds or otherwise, or in any other case, confer upon such bondholders the same right of inspection of the corporate books and accounts and records of any such company, and also any other rights, which the stockholders of the said company have or may have by reason of the provisions of the statutes or laws of this state or pursuant to the provisions of the certficate or articles of incorporation or the by-laws of the company. 1116. First meeting. SEC. 12. The first meeting of every corporation shall be called by a notice signed by a majority of the incorporators named in the certificate of incorporation, designating the time, place and purpose of the meeting; which may be within or without the state, and such notice shall, at least two weeks. before the time of any such meeting, be published three times in some newspaper of the county where the corporation has its principal place of business; or said first meeting may be called without such or any publication of notice if two days' notice be personally served on all the parties named in the certificate of incorporation, and all stockholders, or if all the parties named in the certificate of incorporation and all who have become members or subscribed for stock therein, since its date, if any, waive notice in writing and fix a time and place of meeting which may be done in said certificate or articles of incorporation, or by a separate writing filed with the secretary or clerk of the corporation. 1117. First meeting for election of directors. SEC. 13. At such first meeting directors or trustees shall be elected and any business specified in the notice thereof or in the written waiver of notice thereof may be transacted. Stockholders or members shall be entitled to vote at said meeting, and thereafter the said directors or trustees shall be elected at the time and place within or without this state named in the by-laws, and which shall not be changed within sixty days next before the day on which the election is to be held. A notice of any change shall be given to each stockholder thirty days before the election is held, in person or by letter mailed to his last known postoffice address. Until the directors or trustees are elected the incorporators shall have charge of the formation of the corporation and may take all steps necessary to obtain subscriptions and perfect the organization. 1118. Meeting of stockholders, and principal office. SEC. 14. That in all cases after the first meeting of the incorporators, where it is not otherwise provided by the by-laws, the meetings of the stockholders or members of every corporation shall be held at its principal office in this state. The stockholders and directors may, also, hold their meetings, and have an office or offices outside of this state, if the by-laws so provide; but every corporation shall maintain a principal office or place of business in this state and shall have an agent, resident of this state, in charge thereof, who shall at all times have the original or duplicate stock register and a copy of its articles of incorporation and of all amendments thereto, and a copy of all by-laws adopted and in force in his office, for the use of parties interested or entitled to examine same. 1119. Banks and corporations may act as resident agents. SEC. 15. The resident agent provided for by section 14 of this act, may be any bank or banking corporation located and doing business in this state. or any corporation incorporated hereafter under the laws of this state, with authority to act as such agent, and any such bank and any such corporation shall have authority: 1. To act as the fiscal or transfer agent of any state, municipality, body politic or corporation, and in such capacity to receive and disburse money. 2. To transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness, and to act as agent of any corporation, foreign or domestic, for any purpose now or hereafter required by statute or otherwise. 3. To act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and to accept and execute any other municipal or corporate trust not inconsistent with the laws of this state. 4. To receive and manage any sinking fund of any corporation upon such terms as may be agreed upon between said corporation and those dealing with it. |