notice, it is a corporation under the present constitution. State v. Lakamp, 4 C. C. 257. See Knox Co. Mut. Ins. Co. v. Bowersox, Receiver, 6 C. C. 275. § 3235. For what purposes corporations may be formedAs to corporations dealing in real estate Corporations may be formed in the manner provided in this chapter for any purpose for which individuals may lawfully associate themselves, except for carrying on professional business; but nothing in this section shall prevent the formation of corporations for the purpose of erecting, owning and conducting sanitariums for the receiving of and caring for patients and for the medical, surgical and hygienic treatment of the diseases of such patients, and for instruction of nurses in the treatment of disease and in hygiene; provided, that the articles of incorporation formed for the purpose of buying and selling real estate shall expire by limitation in twenty-five years from the date of being issued by the secretary of state. In case any real estate owned by any such incorporation is not sold or disposed of by any such corporation within twenty-four years from the date that their respective articles of incorporation are issued, it shall be forthwith the duty of the board of directors of such corporation to institute action against such corporation and owners of liens upon or against such real estate proposed to be sold, by filing a petition in the court of common pleas in the county wherein such real estate is situated, praying for a sale of the real estate in the petition described; and should any such board of directors refuse to direct any officer to institute action as herein before mentioned, and should such action be not instituted within sixty days after the expiration of the twenty-four years hereinbefore mentioned, it shall be the duty of the prosecuting attorney of the county wherein such real estate is situated, upon the expiration of said sixty days, to institute such action. Service of summons upon the defendants, appraisement and sale of such real estate and distribution of the proceeds of the sale shall be made as provided in actions of foreclosure of mortgages and marshaling of liens; provided, however, the court may allow the plaintiff, in case he be the prosecuting attorney, a just and proper attorney fee, which shall be taxed with the costs of the action. And if the organization is for profit, it must have a capital stock. Such stock may consist of common and preferred, or of common only; and if of both common and preferred, it may be provided in the articles of incorporation that the holders of the preferred stock shall be entitled to dividends not exceeding six per centum per annum out of the surplus profits of the company for each year in preference to all other stockholders, and that they may convert such preferred stock into common stock of the company at their election. 94 O. L. 65. A corporation is an artificial being, which exists only in legal contemplation, and, being a mere creature of the law, possesses only those attributes which the law confers, or such as may be implied as necessary to its existence, and it can exercise no powers but such as are given to it by its charter, or such as are necessary to carry into effect the powers expressly conferred. Bonham v. Taylor, 10 Ohio, 108. And corporations are strictly limited to the exercise of such powers, and in such manner and by such agents, as are provided in their charters. Bartholomew v. Bentley, I Ohio St. 37; State v. Wash. Library Co., 11 Ohio, 96. Insurance companies cannot be incorporated under this section. State v. The Pioneer Live Stock Co., 38 Ohio St. 347. § 3236. Articles of incorporation-What to contain Any number of persons, not less than five, a majority of whom are citizens of this state, desiring to become incorporated, shall subscribe and acknowledge, before an officer authorized to take acknowledgments of deeds, articles of incorporation, the form of which shall be prescribed by the secretary of state, which must contain: 1. The name of the corporation, which shall begin with the word "The" and end with the word "Company," unless the organization is not for profit. 2. The place where it is to be located, or where its principal business is to be transacted. 3. The purpose for which it is formed. 4. The amount of its capital stock, if it is to have capital stock, and the number of shares into which the stock is divided. 5. Provided, any association of five or more persons, who are residents of the State of Ohio, and who are associated, not for profit, and as the principal or ruling organization over subordinate organizations, associated, not for profit, and having a definite location or place of business in the State of Ohio, may be incorporated, having its location or principal place of business in the State of Ohio, and without naming, in its articles of incorporation, a permanent place where it is to be located, or where its principal business is to be transacted. But such association must name, in its articles of incorporation, the place where it is to be located, or where its principal business is to be transacted, at the time of its incorporation, with the name and place of residence of its then principal officers. And when such association changes its place where located, or the place where its principal business is transacted, it shall be the duty of its principal officer, under its seal, if it has one, countersigned by the officer acting as secretary of such association, to certify to the secretary of state of Ohio, the place then selected by such association as its location, or where its principal business is to be transacted, with the name of its principal officers and their places of residence, which certificate the secretary of state shall record for public use in the records of his office. 86 O. L. 224. The want of a seal to such instrument is such a defect as may be supplied by the court in a proceeding under sections 5867 to 5872, inclusive. Warner v. Callender, 20 Ohio St. 190. All private seals are now abolished. 81 O. L. 189. And an acknowledgment of such certificate before a notary, when the law required it to be taken before a justice of the peace, may also be corrected. State v. Lee, 21 Ohio St. 662. And the effect of the correction makes the corporation such de jure from its organization against persons dealing directly with it. Spinning v. Home B. & S. Ass'n, 26 Ohio St. 483. And in an action by a building and saving association to recover money which a member had as a loan from it, the member is estopped from setting up the defense of no corporation because the certificate of incorporation was acknowledged before the clerk of the court, and not before a justice of the peace, as the statute required. Lucas v. B. & S. Association, 22 Ohio St. 339. And having organized and acted as a corporation, and entered into the contract on which it was sued as such corporation, the corporation, and members thereof, were estopped to deny their corporate existence. Callender v. Railroad Co., 11 Ohio St. 516; Receivers of Bank v. Renick, 15 Ohio, 322. The corporation is valid until dissolved, notwithstanding the members secrectly intended to carry on the business exclusively in another state and did so. The State v. Taylor, 25 Ohio St. 279. The place designated in the certificate determines conclusively the location of the principal office. Pelton v. Transportation Co., 37 Ohio St. 451. Name of a stockholder included in corporate name cannot be used by another corporation so as mislead into belief that first corporation is dealt with. Thayer Co. v. Thayer Co., 6 N. P. 300 (Sup. Ct. Cin.). Action of secretary of state in filing articles of incorporation is not conclusive as against another company claiming name of new company to be so similar to its own as to mislead the public. Cin. Vici Shoe Co. v. Cin. Shoe Co., 7 N. P. 135 (Sup. Ct. Cin.). § 3237. What articles must set forth in certain case When the organization is for a purpose which includes the construction of an improvement which is not to be located at a single place, the articles of incorporation must also set forth 1. The kind of improvement intended to be constructed. 2. The termini of the improvement, and the counties in or through which it or its branches shall pass. Statement of one terminus as "in or near" a place specified, and on the line of a specified road terminating at that place, is sufficiently certain. Warner v. Callender, 20 Ohio St. 190. A certificate stating that the termini were to be in designated townships, and that the road should run through designated counties or other counties named, was held not void for uncertainty. Callender v. R. R. Co., 11 Ohio St. 516. This seems irreconcilable with R. R. Co. v. Sullivant, 5 Ohio St. 276, where a certificate, said by the court to be very similar, was held void. § 3238. Certification of official character of officer before whom acknowledged, etc. The official character of the officer before whom the acknowledgment of articles of incorporation is made shall be certified by the clerk of the court of common pleas of the county in which the acknowledgment is taken, and the articles shall be filed in the office of the secretary of state, who shall record the same, and a copy duly certified by him shall be prima facie evidence of the existence of such corporation, and all certificates thereafter filed in the office of the secretary of state relating to the corporation shall be recorded; but the secretary of state shall not in any case file or record any articles of incorporation in which the name of the corporation is the same as one already adopted or appropriated by an existing corporation of this state or so similar to the name of such existing corporation as to be likely to mislead the public, unless the written consent of such prior existing corporation, signed by its president and secretary, be at the same time. filed with such articles of incorporation. 92 O. L. 320. § 3238a. Authorized amendments-Proviso-Record-Notice-Waiver -Fee. Any corporation incorporated under the general incorporation laws of the state, may, at any meeting of its members or stock holders, of which, and of the business to come before said meeting, thirty days' notice has been given by a majority of the directors or trustees of said corporation in a newspaper published and of general circulation in the county where the principal place of business of said corporation is located, by a vote of the owners of at least three-fifths of its capital stock then subscribed, in the case of corporations having a capital stock, or by a vote of at least three-fifths of the members of corporations having no capital stock, amend its articles of incorporation so as to change its corporate name; or the place where it is to be located, or where its principal business is to be transacted; or so as to modify, enlarge or diminish the objects or purposes for which it is formed; or so as to add thereto anything omitted from, or which might lawfully have been provided for in such articles originally; provided, however, that nothing in this supplementary section contained shall authorize a corporation, by amendment, to increase or diminish the amount of its capital stock; nor shall any corporation, by amendment, change substantially the original purposes of its organization. When adopted, a copy of such amendment, with a certificate thereto affixed, signed by the president and secretary of the corporation, and sealed with the corporate seal, if any there be, stating the fact and date of the adoption of such amendment, and that such copy is a true copy of the original, shall be recorded in the office of the secretary of state, who shall note on the margin of the record of the original articles of incorporation of said corporation, and on the margin of the index thereto, the volume and page where such amendment is recorded; and no such amendment shall take effect until filed for record with the secretary of state as herein provided, and until the secretary of the corporation shall have given notice, for three consecutive weeks, in some newspaper of general circulation in the county where the principal office of the corporation is situated, of such amendment; provided, however, that any or all of the notices required by this section may be waived whenever the holders of all of the capital stock of a corporation having a capital stock, or all the members of a corporation having no capital stock, consent thereto in writing. But no corporation shall change its name to one already appropriated, or to one likely to mislead the public; nor shall any corporation, by amendment, provide for a purpose which is unlawful. For recording |