board of directors by at least two resident citizens, as directors in said board; provided, that when by reason of the formation of a new agricultural district, a director of one district becomes a resident of another, his term of office as director will expire in sixty days after the formation of the new agricultural district. Whenever the board of directors of two or more agricultural districts shall, by a majority vote of each board, elect to unite, the said several districts may associate as one district, and hold a fair in any of said districts, and may for such purpose draw the appropriation for all of said districts, and expend the same for said fair.

Sec. 3. Any fifty or more persons, representing a majority of the counties within any one of the districts above constituted, may form an association for the improvement of the material industries within such district, and when so formed, the association shall be known and designated by the name of agricultural association, and by such name and style shall have perpetual succession, and shall have power and authority to contract and be contracted with, to sue and be sued, to have and use a common seal, to purchase and hold and lease real estate, with such buildings and improvements as may be erected thereon, and may sell and lease and dispose of the same at pleasure. The said real estate, except as hereinafter provided, shall be used by such association for the purpose of holding exhibitions of horses, cattle, and other stock, and of the agricultural, horticultural, viticultural, mechanical, manufacturing, and domestic products of such district, with a view to the improvements of all industries in the same. But the said association shall have the power, and are hereby authorized, to sell and convey any portion of the real estate held by it, by whatever title derived, which may not be necessary for the permanent use of said association for the purposes aforesaid.

Sec. 4. The officers of such association shall consist of eight directors, who shall constitute a district board of agriculture for district number; a president, who shall be one of their number, and a secretary and treasurer, not of their number.

Sec. 5. Within ten days after the formation of any new agricultural association within any of the districts above constituted in accordance with the provisions of this act, and notice of such formation to the governor, the governor shall appoint eight resident citizens of such district as members of a district

board of agriculture for said district, whose term of office shall be four years, except as hereinafter provided.

Sec. 6. Within ten days after their appointment, the persons so appointed shall qualify as required by the constitution, and shall meet at a place within the district and organize by the election of one of their number as president of the board and association, who shall hold said office of president one year, and until his successor is elected; they shall also elect a secretary and treasurer.

Sec. 7. At the same meeting the members of the board shall, by lot or otherwise, classify themselves into four classes of two members each. The term of office of the first class shall expire at the end of the first fiscal year; of the second class, of the second fiscal year; of the third class, of the third fiscal year; and of the fourth class, at the end of the full term of four years. The fiscal year shall be from December first to December first; provided, that all officers of agricultural districts now in office, under any law heretofore passed, shall hold office for the term for which they were appointed, except in cases specified in section two of this act. And the agricultural associations heretofore established shall be continued in force, and, so far as applicable, are made agricultural associations under this act.

Sec. 8. Each association so formed and organized is hereby declared, and shall be recognized, a state institution, and the board so appointed and qualified shall have the exclusive control and management of such institution, for and in the name of the state, and shall have possession and care of all the property of the association, and shall fix the terms of office and the bonds of the secretary and treasurer, and determine their salaries and duties. They shall have the power to make all necessary bylaws, rules, and regulations for the government of the association and the management of its prudential and financial affairs. They shall provide for an annual fair or exhibition by the association of all the industries and industrial products in the district, at such time and place as they deem advisable; provided, that the state shall, in no event, be liable for any premium offered or award made, or for any debt contracted by any district board of agriculture, or agricultural association; and provided further, that nothing in this section shall be so construed as in any way to affect or modify any of the provisions of section eleven.

Sec. 9. When any district board of agriculture shall have been classified and organized as herein provided, the secretary of the board shall report such classification and organization to the state board of agriculture. He shall also report the same to the governor, and shall report any vacancy that may occur in the board to the governor, who shall fill the same, by appointment, for the unexpired term.

It shall be the duty of each district association formed under this act, to report to the state board of agriculture, on or before January first of each year, a detailed financial statement, together with a complete statistical review of the agricultural resources of each county in the district, for the year ending December thirty-first. Said review to contain the acreage and yield of all agricultural productions for the year previous, and such other data as may be asked for by the state board of agriculture in the furtherance of its duties.

Sec. 10. Whenever any such association shall desire to sell any portion of its real estate not needed for the permanent use of the association, for the purposes specified in section three, and such real estate be held by such association under a deed or deeds of trust conveying the said lands in trust, to be held in perpetuity as a place for holding agricultural exhibitions or fairs, or for other permanent purposes of such association, it shall be lawful for such association to file its complaint in the superior court of the county in which such lands are situated, setting forth the nature of the title under which they are held, and that it is the desire of the said association to sell and dispose of such real estate, and praying for judgment authorizing it to sell and convey the same. In such action the trustee or trustees in such deed or deeds, or the survivor or survivors of them, or the heirs, or administrators, or executors of deceased trustees, as the case may require, shall be made parties defendant; and upon service of the summons upon such defendants, personally or by publication, or upon their appearance, the court shall have full jurisdiction in the premises, and the deed executed under and in pursuance of the judgment of the court shall be valid and effectual to convey to the purchaser the title of said association, and that of all of its predecessors in title made parties to the suit.

Sec. 11. Every such association organized and existing under the laws of the state, and which has heretofore issued certifi

cates of the capital stock of such association, and which certificates last mentioned have been accepted by the members of such association in lieu of certificates of membership therein, may elect to have a capital stock, and may issue certificates of stock therefor, in the same manner and with like effect as corporations formed under the provisions of chapter one, article one, of the Civil Code, relating to the formation of corporations. In order to effect such change, a meeting of the holders of such alleged certificates of capital stock may be called, at which the holders of such alleged stock shall be entitled to one vote for each share of such stock appearing in their names, respectively, upon the books of such association. Upon the receipt of a written application, signed by the holders of one-fourth of the shares of such alleged capital stock of such association, requesting him so to do, the secretary of such association shall give notice of the time and place of holding such meeting, by publication in some newspaper printed and published in such county, or city and county, in which the principal place of business of such association is located, at least once a week for three successive weeks next prior to the holding thereof. Such notice shall state that the object of the meeting is, (1) to determine whether such corporation elects to have a capital stock as provided by this act; (2) the amount of such capital stock, and (3) the number of shares into which the same shall be divided. At such meeting, should the holders of a majority of the shares of such alleged capital stock vote in favor of having a capital stock, and fix the amount thereof, and the number of shares into which it shall be divided, then such corporation shall issue certificates of capital stock to the amount fixed at such meeting, divided into the number of shares provided by said meeting, to the holders of such alleged capital stock, in the same proportion as such alleged stock appears in the names of such holders, respectively, upon the books of such association. A copy of the notice calling such meeting, the affidavit of publication thereof, the proceedings of such meeting, the amount of capital stock voted, number of shares into which the capital stock was divided, and to whom assigned, duly certified by the chairman of such meeting, and the secretary of such association, under the seal thereof, must be filed with the secretary of state and the clerk of the county where such association has its

principal place of business. Thereafter such association shall be possessed of all rights and powers, and shall be subject to all the obligations and restrictions, as if it had been originally created a corporation with a capital stock, including the right to elect a board of directors authorized to exercise such control of all the property of such association, as provided in chapters one, two, three, and four of the Civil Code, relating to corporations; provided, such association shall have no authority to sell any portion of the real estate owned and held by it, by whatever title derived, which may be necessary for the permanent use of such association, for the purposes aforesaid; and provided further, that in the event that such association, after the issuance of a capital stock as aforesaid, shall be offered aid at any time from the state by appropriation, for the purpose of holding an annual district fair, and such association, by a vote of the board of directors, elected as hereinafter provided, adopts a resolution accepting such appropriation, then and in that event said annual fair shall be held under the control and management of the district board of agriculture of such district; but said district board of agriculture shall have no other authority, control, or management of or over the property of such association, and the authority which it may exercise over said property shall continue only during the time occupied in holding the said district fair, which time shall not extend over more than one week annually.

When any corporation has elected to issue capital stock under this act, the president thereof shall, within ten days after filing with the Secretary of State of the certificate hereinbefore provided, call a meeting of the stockholders of such corporation, for the purpose of electing a board of directors of such corporation, which board of directors shall hold their office until their successors are elected and qualified, and thereafter a board of directors of such corporation shall be elected annually, on the day of the month upon which the election of said first board of directors elected as aforesaid is held, unless a different day for holding such election is fixed by the board of directors of such corporation, by its by-laws, properly adopted.

Sec. 12. All acts or parts of acts in conflict with this act are hereby repealed.

Sec. 13. This act shall take effect from and after its passage.