of said stock may exercise all the rights, powers and privileges of ownership including the right to vote thereon. As amended, Stats. 1905, 77. 1212. Meetings held by consent without notice.

SEC. 111. The by-laws may also provide that whenever all parties entitled to vote at any meeting, whether of directors or trustees, stockholders or members, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise void and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and that such consent or approval of members, stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

1213. Waiver of notice.

SEC. 112. Whenever any notice whatever is required to be given under the provisions of this act, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

1214. Amendment of this act.

SEC. 113. This act may be amended or repealed, at the pleasure of the legislature, but such amendment or repeal shall not take away or impair any remedy against any corporation under this act, or its officers, for any liability which shall have been previously incurred; this act and all amendments thereof shall be a part of the charter of every such corporation except so far as the same are inapplicable and inappropriate to the objects of such corporation.

1215. Repealer, certain acts in force; vested rights not impaired.

All

SEC. 114. All acts and parts of acts, general and special, inconsistent or in conflict with this act are hereby repealed; but no existing corporation shall be thereby dissolved, nor shall the powers specified in its charter or certificate or articles of incorporation be thereby impaired or limited in any way, and nothing herein contained shall impair or annul, divest or disturb any vested rights, privileges or powers actually exercised and enjoyed in or by any corporation under any law hereby repealed. And provided that all rights and privileges and immunities vested or accrued by or under prior laws, all suits pending, all rights of action conferred and all duties, restrictions, liabilities and penalties imposed or required by or under laws prior hereto, shall not be impaired, diminished or affected hereby. existing legislation affecting the formation, government and regulation of banks and banking companies, insurance and insurance companies, including life, fire, or accident and mutual insurance companies, surety companies and companies organized or that may be organized for the purpose of transacting business as sureties on bonds and undertakings, railroad companies, or railroad, telephone and telegraph companies, remain unaffected by the provisions of this act and continue in full force and virtue. This act shall not affect the existence of any corporation heretofore formed, but such corporation may continue in existence under the laws heretofore in force, or may elect to renew or continue its existence under this act. No corporation formed or existing prior to the passage of this act is affected

by any of the provisions thereof, except those provisions expressly made applicable to corporations heretofore formed, unless such corporation elects to renew or continue its existence under it, as provided herein, with the consent of two-thirds of its members or of the owners of two-thirds of all its stock. But the laws under which such corporations were formed or exist, are applicable to all such corporations, but are repealed subject to the provisions of this section. This act shall take effect immediately. An Act to enable mining corporations to consolidate, and defining the manner of such consolidation.

Approved February 26, 1883, 46

1216. Mining companies may consolidateConsent of stockholders-Notice by advertisement - Certificate, where filed, how signed-Certificate, what to contain.

1217. Stockholders'
Proxy.

consent in writing

1218. Foreign corporations may consolidate with domestic corporations-Agent to be appointed, when-Penalty.

For consolidation of domestic corporations, see secs. 1145-1146, ante. 1216. Mining companies may consolidate-Consent of stockholdersNotice by advertisement-Certificate, where filed-How signedCertificate, what to contain.

SECTION 1. It shall be lawful for two or more corporations formed, or that may be hereafter formed, under the laws of this state for mining purposes, which own or possess mining claims or lands adjoining each other, or lying in the same vicinity, to consolidate their capital stock, debts, property, assets and franchises in such a manner and upon such terms as may be agreed upon by the respective boards of directors or trustees of such companies so desiring to consolidate their interests; but no such consolidation shall take place without the consent of stockholders representing twothirds of the capital stock of each company, and no such consolidation shall in any way relieve such companies or the stockholders thereof, from any and all just debts and liabilities; and in case of such consolidation due notice of the same shall be given by advertisement for at least twenty days in one newspaper in the county and state where the said mining property is situated, if there be one published therein, and also in one newspaper published in the county where the principal place of business of any of said companies shall be; and when the said consolidation is completed a certificate thereof containing the manner and terms of said consolidation shall be filed in the office of the county clerk of the county in which the original certificate of incorporation of any of said companies shall be filed, and a copy thereof shall be filed in the office of the secretary of state. Such certificate shall be signed by a majority of each board of directors of the original companies; and it shall be their duty to call, within thirty days after the filing of such certificate, and after at least ten days public notice in some newspaper in the county where its property is situated, a meeting of the stockholders of all of said companies so consolidated, to elect a board of trustees or directors for the consolidated company for the year next ensuing. Said certificate shall also contain the name of the company, the object for which it, the same, has been formed, which shall be the same as the original corporation, the amount of its capital stock, the time of its existence (not to exceed fifty years), the number of shares of which the capital stock shall consist, the number of trustees or directors who shall manage the affairs of the company for the first year, and the name of the city or town in which the principal place of business of the company is to be located.

1217. Stockholders' consent in writing-Proxy.

SEC. 2. When two or more companies may desire to consolidate in accordance with the provisions of section 1 of this act, and shall have given the

required notice, as in said section provided, any stockholder consenting thereto shall be required to give his consent in writing, stating the number of shares held by him, and that he is in favor of such consolidation; provided, that any and all stock standing in the name of trustees may be voted by such trustees the same as by the owners thereof, and the consent of such trustees shall be equivalent to the consent of such owners; and, provided further, that any person holding the general proxy of any stockholder shall be entitled to give or refuse his consent to such consolidation, the same as the owner of such stock for which said proxy is held.

1218. Foreign corporations may consolidate with domestic corporationsAgent to be appointed, when-Penalty.

SEC. 3. The provisions of this act shall be construed to permit and allow foreign corporations, owning mining property in this state, to consolidate with corporations organized under the laws of this state; provided, that in all such cases the principal place of business of such consolidation, when effected, shall be located in the State of Nevada, or in the state where such foreign corporation desiring such consolidation resides, as may be determined by a vote of two-thirds of the stockholders of such consolidation after the same shall be completed, and in case it shall be determined upon such vote being had, to remove the principal place of business of such consolidation out of this state, the certificate provided for in section 1 shall be amended so as to show the county and state where the principal place of business is located; and, provided further, that in case the principal place of business of such corporation shall be removed out of this state, there shall be an agent of such corporation appointed in this state, in the county where its property is situated, upon whom all legal process may be served, and the failure of such corporation to appoint such agent shall subject it to a fine of fifty dollars per day, to be recovered in the name of the State of Nevada, as in other cases of fines and penalties.

An Act to provide for the formation of corporations for certain purposes.

NOTE-In the formation of corporations for most purposes the following act has been superseded by the act of 1903, p. 121, sec. 1105, et seq., which, however, provides in section 1 that insurance, surety and railroad companies for carrying on business in this state are excepted from the operation of the act, and in section 114 that existing legislation affecting the formation and regulation of banking, insurance, surety, railroad, telephone and telegraph companies remains unaffected by its provisions, thereby leaving the following act in force as to these companies except as partly superseded by later legislation, the most recent of which is the banking act of 1911, secs. 616–694, inclusive, herein, regarding the formation and regulation of banks.

1219. Purposes for which may be formed-Proviso.

SECTION 1. Corporations for manufacturing, mining, milling, ditching, mechanical, chemical, building, navigation, transportation, farming, banking,

hotel and inn-keeping, and ore reduction purposes, or for the purpose of engaging in any other species of trade, business or commerce, foreign or domestic, may be formed according to the provisions of this act, such corporations, and the members thereof, being subject to all the conditions and liabilities herein imposed, and to none others; provided, that nothing in this section 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, except the federal currency and 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 federal currency and the notes of banks authorized by the laws of the Congress of the United States. As amended, Stats. 1866, 165; 1869, 95.

See secs. 1 and 114 of the general incorporation act of 1903, secs. 1105 and 1215.
Act adopted from California, State ex rel. Rankin v. Leete, 16 Nev. 257.
Cited, State ex rel. Keith v. Toll Road Co., 10 Nev. 162.

1220. Formation, how accomplished.

SEC. 2. Any three or more persons, who may desire to form a company for any one or more of the purposes specified in the preceding section, may make, sign, and acknowledge, before some person competent to take the acknowledgment 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, and a certified copy, under the hand of the clerk and the seal of said county, in the office of the secretary of state, a certificate, in which shall be stated the corporate name of the company, the object for which the same shall be formed, the amount of its capital stock, the time of its existence-not to exceed fifty years-the number of shares of which the capital stock shall consist, the number of trustees and their names, who shall manage the concerns of the company for the first six months, and the name of the city, town, or locality, and county, in which the principal place of business of the company is to be located.

This section clearly limits the term of the trustees selected and named in the certificate to six months from the time of incor

1221. Evidence of incorporation.

poration; at the expiration of that period an election for a new board should be held. State ex rel. Flagg v. L. B. M. Co., 4 Nev. 400-409.

SEC. 3. A copy of any certificate of incorporation, filed in pursuance of this act, and certified by the county clerk of the county in which it is filed, or his deputy, or by the secretary of state, shall be received in all the courts and places as prima facie evidence of the facts therein stated.

1222. Powers and privileges.

SEC. 4. When the certificate shall have been filed, the persons who shall have signed and acknowledged the same, and their successors, shall be a body corporate and politic, in fact and in name, by the name stated in their certificate, and by their corporate name have succession for the period limited, and power:

First-To sue and be sued in any court having competent jurisdiction. Second-To make and use a common seal, and to alter the same at pleasure. Third-To appoint such officers, agents, and servants as the business of the corporation shall require, to define their powers, prescribe their duties, and fix their compensation.

Fourth-To require of them such security as may be thought proper for the fulfilment of their duties, and to remove them at will, except that no trustee shall be removed from office unless by a vote of a majority of the stockholders, as hereinafter provided.

Fifth-To purchase, hold, sell, and convey such real and personal estate as the purposes of the corporation shall require.

Sixth-To make by-laws not inconsistent with the constitution of this state, or constitution of the United States.

Seventh-The management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company, as expressed in its articles of incorporation.

Every corporation in this state shall have the power, whenever at any assessment sale of the stock of said corporation no person will take the stock and pay the assessment thereon, to purchase such stock and hold the same for the benefit of the corporation. All purchases of its own stock by any corporation in this state which have been previously made at assessment sales whereat outside parties have failed to bid, and which purchases were for the amount of assessments due, and costs or otherwise; shall be held valid, and as vesting the legal title to the same in said corporation. The stock so purchased shall be held subject to the control of the remaining stockholders, who may make such disposition of the same as they may deem fit. Whenever any portion of the capital stock of any corporation is held by the said incorporation by purchase, a majority of the remaining shares of stock in said incorporation shall be held to be a majority of the shares of the stock in said incorporated company, for all purposes of election or voting on any question before a stockholders' meeting.

A foreign corporation can hold no more land than is allowed to be held by a domestic one, that is, what is necessary to conduct its business and no more. Whitman M. Co. v. Baker, 3 Nev. 386, 390.

The by-laws of a corporation are binding, although irregularly adopted, when treated as by-laws by long use. State ex rel. Corey v. Curtis, 9 Nev. 325.

The secretary of a corporation is the proper custodian of the corporate seal, and when the secretary affixes it to a mortgage, or other instrument, the presumption is, he did it by direction of the corporation, and it devolves upon those who dispute the validity of the deed, to prove that he acted without authority. Evans v. Lee, 11 Nev. 194.

A corporation formed for maintaining a water ditch, keeping it in repair and dividing the water between the several stockholders, is bound to perform the duties prescribed in its charter and trust deed, and for any neglect in this respect, it would be liable to the stockholder injured thereby. O'Connor v. N. T. Ditch Co., 17 Nev. 245 (30 P. 882).

construction of a tunnel to drain its mine, is not ultra vires. Such contracts come within the implied or incidental powers of the corporation. Sutro T. Co. v. S. B. M. Co., 19 Nev. 121 (4 P. 271).

A corporation cannot be held responsible for a contract of its officers, or agents, unless it affirmatively appears that such officers or agents were authorized to make the contract, or that the corporation received the benefits derived from the contract. Edwards v. Carson Water Co., 21 Nev. 469 (34 P. 381).

Every person who enters into a contract with a corporation is bound, at his peril, to take notice of the legal limits of the capacity of such corporation to contract. George v. N. C. R. Co., 22 Nev. 228 (38 P. 441).

If an act of a corporation is in excess of its chartered purposes, such act is outside of the powers delegated to its agent. Idem.

The responsibility of a contract, made by promoters of a corporation, if it be within the corporate powers of the corporation, may, when the corporation is organized, be expressly or impliedly assumed or ratified and thus made a valid obligation of the corporation. Alexander v. Winters, 23 Nev. 475 (49 P. 116).

A contract made by a mining corporation to advance a specified sum of money for the 1223. Powers to be exercised by trustees-Oath-Time and manner of election.

SEC. 5. The corporate powers of the corporation shall be exercised by a board of not less than three trustees-who shall be stockholders in the company-who shall, before entering upon the duties of their office respectively, take and subscribe to an oath, as prescribed by the laws of this state, and who shall, after the expiration of the term of the trustees first elected, be annually elected by the stockholders, at such times and place within the state, and upon such notice, and in such manner as shall be directed by the by-laws of the company; but all elections shall be by ballot, and every