III. CORPORATIONS NOT FOR PECUNIARY PROFIT. Secs. 661 to 666. "An act for the incorporation of charitable societies." In force February 25, 1873. G. S., 209. 661. That three or more persons who may desire to become incorporated for any charitable purpose may execute under their hands, and acknowledge before some person within the state authorized to take the acknowledgment of deeds, one or more duplicate articles of agreement as hereinafter specified, one copy whereof shall be filed and recorded in the office of the secretary of state. And a record shall be made of such articles or of a certified copy thereof in the clerk's office of the county or counties in this state in which the office of such association for the transaction of business may be located; and upon the execution and acknowledgment of such articles, the signers thereof, and those who may hereafter become associated with them, shall become a body politic and corporate, for the purposes set forth in said articles. Charitable societies within the meaning of this act shall be construed to include only societies intended to assist those suffering from any disease, infirmity, or necessity; Provided, however, That no person shall, by reason of membership in any such society, become entitled thereby to any special dividend or benefit of the funds thereof, depending on such membership. 662. The articles of association shall contain: First-The names of the persons associating in the first instance and their places of residence. Second-The name of such corporation and the place where its office for the transaction of business is located, and the period for which it is incorporated, not exceeding thirty years. Third-The object for which it was organized, which shall be stated with convenient certainty and expressly. Fourth-The number of its trustees and regular officers, and the time and place of holding its annual meeting. Fifth-The terms and conditions of membership. 663. The affairs of such corporations shall be managed by not less than five nor more than twenty trustees, to be chosen by the members thereof, and to hold office for one year and until their successors be chosen. And the regular officers thereof, except the treasurer and secretary, shall be chosen from such trustees. The officers may be chosen by the trustees or by the members of such corporation, as the articles shall prescribe. The by-laws of such corporation shall be adopted by the trustees, who may change them at their pleasure. All such trustees shall be citizens of the United States and residents of the state of Nebraska. A majority of the trustees shall be a quorum to transact business. 664. No such corporation shall have power to take or hold any real estate, except such as may be necessary for any hospital or asylum under its control, or for the transaction of its business, for a longer period than ten years. 665. All the funds received by any such corporation shall be used in the first instance, or shall be invested, and the income thereof used (after paying the necessary expenses) for the exclusive purpose set forth in the articles of association, and no portion thereof shall be used for any such purpose except within this state, and no portion of the funds of any such corporation shall be used or contributed towards the erection, completion, or furnishing of any building not owned or used by such corporation. Such corporation may take, by gift, purchase, or devise, property to an amount not exceeding one hundred thousand dollars, and it shall be lawful to invest the same upon mortgage, or in or by loan on railroad stocks or bonds, or any city, county, state, or government securities; but no loan shall be made to any trustee or officer of such corporation; Provided, That any such corporation may, in its articles of agreement, specify the kind of securities in which its funds shall be invested, and that no part of its funds shall be invested in any other secu rities than those named in its articles, or where the securities shall not be specified in the articles of agreement, then such funds shall only be invested in such securities as are specified in this act. 666. Any corporation formed under this act shall, whenever required by the attorney general, or by the legislature, report a full statement of its affairs under the oath of at least two of its trustees, and for any neglect to furnish such report when required, all of the trustees so neglecting shall be liable to a penalty of fifty dollars each, to be recovered by action of debt in the name of the people of Nebraska. Secs. 667 and 668. "An act incorporating subordinate lodges of Masons, Odd Fellows, and Good Templars." 1869, p. 64. In force February 4. 667. All organizations known as subordinate lodges of the Ancient Free and Accepted Masons, all organizations known as subordinate lodges of the Independent Order of Odd Fellows, and Farmers' Alliance and Knights of Labor, and also the organization known as the grand lodge Knights of Pythias of Nebraska, together with such subordinate lodges of said Grand Lodge Knights of Pythias of Nebraska within this state as have been, or may hereafter be, established, and chartered by said grand lodge, all organizations known as the subordinate granges to the Nebraska state grange, all organizations known as Good Templars, which have been, or may hereafter be regularly chartered by the respective grand lodges or bodies of the several orders or organizations in the state of Nebraska, and also the organization known as the Grand Army of the Republic, department of Nebraska, together with such posts of said Grand Army of the Republic within this state as have been, or may hereafter be, established and chartered by said department, and all organizations known as subordinate lodges of the order of Bohemian Benevolent Society C. S. P. S., and the Bohemian Roman Catholic Benevolent Society C. R. K. P. J. of Nebraska, and the auxiliary societies of the Woman's Christian Temperance Union, the Brotherhood of St. Andrews, as have been, or may hereafter be established, be and they are hereby incorporated, and shall be hereafter entitled to all the privileges and rights incident to bodies corporate, so long as they retain their respective organizations and charters aforesaid. Amended and other societies added 1885, p. 203; 1889, p. 403; 1891, p. 218. 668. All subordinate lodges of Masons, Odd Fellows, Knights of Pythias, Good Templars, and all subordinate granges, the Farmers' Alliance, and Knights of Labor, all posts of the Grand Army of the Republic, and Bohemian Benevolent Association C. S. P. S., the Bohemian Roman Catholic Benevolent Society C. R. K. P. J., and Woman's Christian Temperance Union, the Brotherhood of St. Andrews, shall be known by the name and title designated in their several respective charters, as issued by the said grand lodges, department, or organization, by which name they shall be capable of suing and being sued, pleading and being impleaded, in the several courts of this state the same as natural persons, and shall have power to hold and convey real estate and personal property, and do all things usually done by corporations. Amended 1885, p. 204; 1889, p. 404; 1891, p. 218. 669. Nothing herein contained shall be so construed as to affect the incorporation of lodges or other organizations heretofore incorporated by act of the legislature. This section added 1885, p. 204. Educational Institutions. Secs. 670 to 683 formed secs. 15 to 28, ch. 25, R. S. 1866, p. 195. 670. Any number of persons, not less than five, desiring to establish a college, university, normal school, or other institution for the purpose of promoting edu cation, religion, morality, agriculture, or the fine arts, may, by complying with the provisions of this subdivision, become a body corporate and politic with perpetual succession, and may assume a corporate name by which they may sue and be sued, plead and be impleaded in all courts of law and equity; may have a corporate, seal, and the same alter and break at pleasure; may hold all kinds of estate, real personal, or mixed, which they may acquire by purchase, donation, devise, or otherwise, necessary to accomplish the objects of the incorporation, and the same to dispose of and convey at pleasure. 671. To ascertain the property and value thereof of any institution desirous of becoming a body corporate, under the provisions of this subdivision, it shall be the duty of the probate judge of any county of this state, on application, in writing, of any number of persons not less than five, of whom not less than five shall be resident freeholders of the county where such application is made, or where such institution is or is intended to be located, setting forth the objects for which they desire to become incorporated, to select, three disinterested freeholders of the county, and voters therein, as appraisers, who shall first take an oath for the faithful discharge of their duties, before some competent officer, and such appraisers shall then proceed to make a schedule, and upon actual view to appraise the true value, in money, of all such goods, chattels, lands, and tenements, choses in action, rights, credits, and subscriptions, as such applicants shall exhibit to such appraisers, and shall return such schedule with their appraisement, and certificate of some officer authorized to administer oaths, that such appraisers were first duly sworn by him to discharge their duties as such appraisers, to the probate judge of the proper county; and if the amount so found shall be equal to the sum required for the commencement of any such institution as said applicants desire, such probate judge shall give such applicants a certificate of the fact, and they shall enter it in a book of records, by them provided for that purpose, which certificate, together with the corporate name and the articles of association, they shall also cause to be recorded in the county clerk's office of the county where such institution is or is intended to be located, and they shall thenceforward be a body corporate and politic, according to the provisions of this subdivision, and such probate judge, appraisers, and county clerk shall be entitled to the same fees as for like services in other cases, and no more. 672. The corporators of any college or university which may be organized in accordance with the provisions of this subdivison may elect five or more trustees, of whom not less than five shall be resident freeholders of the county where such college or university is located, who shall constitute a board of directors for such institution, and they shall have power to fill vacancies that may occur in their board, and shall hold their offices until their successors are elected and qualified according to the rules and by-laws that may be adopted by the board of trustees, but at all times at least five of such board of trustees shall be residents, freeholders of the county where such institution is located; and when any such board, in their corporate name, shall have acquired for the benefit of such institution five thousand dollars, in real and personal property, to be ascertained as herein provided, said trustees shall have power to appoint a president, professors, tutors, and teachers, and any other necessary agents and officers, and fix the compensation of each, and may enact such by-laws, not inconsistent with the laws of this state or of the United States, for the government of the institution and for conducting the affairs of the corporation, as they may deem necessary, and shall have power to confer, on the recommendation of the faculty, all such degrees and honors as are conferred by colleges and universities of the United States, and such others having reference to the course of study and the accomplishment of the student, as they may deem proper. 673. In case it should happen that an election for directors should not be held on the day appointed by the by-laws of any institution or company formed under the provisions of this subdivision, such corporation shall not, for that reason, be deemed to be dissolved, but it shall be lawful on any other day to hold a meeting and elect its directors in such manner as shall be prescribed by the by-laws thereof. 674. The trustees of any university, college, or academy may hold in trust any property devised, bequeathed, or donated to such institution, upon any specific trust, consistent with the object of said corporation. 675. The president and professors shall constitute the faculty of any literary college or university instituted under the provisions of this subdivision, and have power to enforce the rules and regulations enacted by the trustees for the government and discipline of the students, and to suspend and expel offenders, as may be deemed necessary. 676. When any number of persons shall have procured by subscription, donation, devise, purchase, or otherwise, the sum of five hundred dollars, for the purpose of establishing and sustaining an academy, such persons may adopt a corporate name and enter the same in the county clerk's office of the proper county, and proceed to the election of such officers and teachers as they may deem necessary; may, in their corporate name, sue and be sued, plead and be impleaded, in any court of law or equity of competent jurisdiction, and may have a corporate seal, may purchase and hold personal or real estate, and dispose of the same at pleasure, and do all other acts and things necessary for the promotion of education and the general interests of such academy. 677. Any college, university, or academy now instituted may come under the provisions of this subdivision by complying with the requisitions herein contained, and all such institutions now in existence, or that may hereafter be established, may connect therewith, to be used as a part of their course of education, and mechanical shops, or machinery, or lands for agricultural purposes, not exceeding three hundred and twenty acres, to which may be attached all necessary buildings for carrying on the mechanical or agricultural purposes of such institutions. 678. Any company which may be formed in pursuance of this subdivision, or which may now exist by virtue of any special act of incorporation, the property of which is held as stock, and not derived by donation, gift, devise, or gratuitous subscriptions, may increase its capital stock or change it into scholarships, when it becomes necessary for the purpose of carrying out the object for which such company or corporation is formed, in the following manner: The directors for the time being shall make out and sign a certificate, in which they shall set forth the amount to which such capital stock is to be increased, and the object, which certificate shall be deposited in the office of the county clerk of the proper county, and be by him recorded in the same manner as the articles of association and corporate name are required by this subdivision to be recorded. 679. Before the capital stock of such company shall be increased it shall be the duty of the directors to publish a notice, signed by at least a majority of them, in a newspaper of general circulation in the county in which such institution is located, at least four consecutive weeks, appointing a time and place for holding a meeting of the stockholders of the said company, specifying the amount to which it is proposed to increase the capital stock thereof; and a vote of at least two-thirds of the shares of the stock represented at such meeting shall be necessary to an increase of its capital stock, and to authorize the directors to make and sign the certificate mentioned in the preceding section. 680. Any university, college, or academy that may become a body corporate under the provisions of this subdivision, the property of which is not derived by donation, gift, devise, or subscription, but is owned by individuals in the shape of stock subscribed or taken, the owners of said stock shall be individually liable for the debts of said corporation to the amount of their stock respectively, and also in a sum equal thereto, over and above the amount of their stock; Provided, That the trustees or directors of any corporation organized under the provisions of this subdivision, the property of which is not owned by individuals in the shape of stock subscribed or taken, but is held upon trust or derived by devise, donation, gift, or subscription, shall not contract any indebtedness beyond the actual means or assets of said corporation; and if said trustees or directors contract debts or incur liabilities beyond the actual means or assets of said corporation, the trustees or directors so contracting shall be held liable in their individual capacity for the payment of the same, but the property of said corporation shall first be exhausted. 681. Whenever three or more persons shall desire to create a board of trustees, to become incorporated as the trustees of an endowment fund for any educational, religious, or charitable purpose, they shall do so in the following manner, to-wit: Whenever, at any meeting called for the purpose, the said persons, at least three of whom shall be residents of this state, not less than three in number, as aforesaid, shall resolve to become a party corporate and politic, having a seal and corporate name, whereby they may sue and be sued in courts of justice in this state, they shall prepare a statement, setting forth the name by which they shall be called, the amount of said fund, and the manner in which and the district to which the said fund shall be applied, whether within or without this state, together with the names of the persons who shall act as trustees, which said statement shall be subscribed by all the persons composing said meeting, in the presence of some magistrate or judicial officer having a seal, who shall attest the signing of the same, and the same shall be recorded in the office of the county clerk in the county where said meeting was held, and thereupon the persons named in said statement as trustees, and their successors in office, shall become a body corporate and politic for the purposes in said statement named and specified; and a certified copy of said record, under the hand and seal of the county clerk of said county, shall at all times be prima facie evidence of the existence of said corporation. Amended 1871, p. 105. 682. In any case where, in the original statement in the preceding section provided for, it is contemplated that the fund may be applied to any object not inconsistent with the purposes of education, *religion, or charity,* different from that particularly specified in said statement, the trustees above named, or their successors in office, may apply to the district court in the county where the record hereinbefore provided for was made, for the privilege to make such change, designating particularly the purposes to which it is proposed to apply the same; and the said court, on being satisfied that such change is not inconsistent with the object of the original creation and institution of said fund, shall authorize and sanction such change. to * added 1871, p. 106. * 683. The said board of trustees and their successors in office shall be a body politic with perpetual succession, and they shall hold their offices for such terms and receive their appointments in such manner as shall be designated in the statement on record in the office of the county clerk, as herein before provided. Secs. 684 to 686. "An act to provide for the incorporation of universities under certain circumstances. 1879, p. 189. In force June 1. 684. Whenever any person or persons shall have become possessed of funds, securities, and property of the value of one hundred thousand dollars or more, for the purpose of an institution of learning of the rank and grade of a college or university, it shall be competent for him or them to present to the judge of the district court of the county in which such institution is, or is proposed to be, situated, a petition setting forth the fact, and such circumstances as may be pertinent, praying |