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diers' memorial associations or cemetery corporations to acquire real estate necessary, which shall be exempt from taxation.

Secs. 3445-1 to 15, 92 O. L. 410. Provide for ship canal company, with powers.

Secs. 3471-4a and 5. Provide for contracts by electric light and water-works companies with municipalities.

Secs. 3471-6, 7 and 8. Provide for powers and authority in Cincinnati of companies for constructing conduits for electric wires, etc.

Secs. 3713–7 to 9. Prohibit trespasses upon fair and agricultural society grounds.

Secs. 3768-1 and 2. Provide that mechanics' institutes incorporated prior to 1851 may borrow money without personal liability by directors or trustees.

Secs. 3779–1 to 3. Provide for descent of lands held for religious purposes, in trust, etc.

Secs. 3796a to e, 77 O. L. 146. Empower secret benevolent associations to invest surplus funds, fix powers of trustees, receive donations, pay endowments not exceeding $5,000, etc.

Secs. 3821-1 to 63. Define unauthorized banks, liability of stockholders, issue of bills, assets of expired and insolvent banking companies, etc.

For authority to lease Hocking canal land to Columbus, Hocking Valley & Athens R. R. Co., see 91 v. 327, 93 v. 216, 94 V. 236.

Secs. 4095 to 4105. Concern management and powers of Cincinnati and Toledo Universities.

Act, 88 O. L. 317. Grants right of way through Ohio State University grounds to Sandusky & Columbus, Lake Erie & Southern R. R. Co. . Secs. 4211-19 to 23.

Prohibit transportation of cattle to prevent infection with “Texas fever."

Secs. 4364-63 and 64. Provided for payment of wages twice a month, etc.

Held unconstitutional in State v. Lake Erie Iron Co., 25 B. 101, 33 B. 6.
Secs. 4364-65 and 66. Regulate employment of minors.
Sec. 4364-68. Joining labor organizations protected.

Secs. 4364-69 and 70. Provide for seats, closets, etc., for employes.

Secs. 4427-1 to 12.

Prohibit combinations known as “trusts." Held constitutional in 43 B. 149.

Act, 93 O. L. 10. Incorporates “The Evangelical Lutheran Synod of Ohio and other States."

Secs. 4748 and 4749. Provide for punishment of railroad company employe, etc., for obstructing road or highway.

Sec. 6881-1. Forbids trespass upon private property by employes of telephone and telegraph companies.

Secs. 6919 to 6926. Prohibit commission of nuisance by injurious trades, stagnant waters, depositing offal, emptying refuse, obstructing ditches, etc.

Sec. 6919. The judgment required by the statute, upon conviction for maintaining a nuisance, under the act of April 15, 1857, cannot be dispensed with upon a showing that the nuisance does not exist at the time of rendering the judgment. The order to abate does not issue as a matter of course. If the nuisance has ceased, the order will not issue. Smith v. State, 22 Ohio St. 539; Matthews v. State, 25 Ohio St. 536.

Sec. 6920. Inspectors to prosecute violations are provided for by the act of April 28, 1890, 87 0. L. 350.

Sec. 6921. As to what is a sufficient description of a highway, where it is obstructed, see Matthews v. State, 25 Ohio St. 536.

Cutting a tree and allowing it to remain in the road is a nuisance. Nagle v. Brown, 37 Ohio St. 7.

When a dam may be a nuisance. Crawford v. Rambo, 44 Ohio St. 279.

Sec. 6923. The owners along a natural stream, or sewer substituted for it, are under no obligation to repair it; their duty is only to omit injuring it. Winslow v. Fuhrman, 25 Ohio St. 639.

Sec. 6925. Where a mining company deposited slack and refuse on its own land, which was washed down upon lands of another, it is no defense to an action for damages that this was the general practice and was without malice, and that such deposits were made in the only feasible place. Columbus, etc., Iron Co. v. Tucker, 48 Ohio St. 41.

Sec. 6980. Provides for punishment of person in charge of railroad locomotive for crossing railroad crossing without previously stopping, receiving signal, etc.

Sec. 6980a. Restricts time for obstructing streets in Cincinnati and Springfield by railroad cars, etc.

Prohibits use of hall, theater, etc., without certificate as to safe ingress and egress.

Defines making false charter as forgery.

Provides for summons and indictment against corporations

Sec. 7010.

Sec. 7091.
Sec. 7231.



SECTION 3232. By what laws corporations shall be

governed. 3233. What corporations may accept the pro

visions of this title. 3233-1. Special charters not acted on are re

pealed. 3233-2. Lost charters to be reissued. 3233-3. Thirty years' use prima facie evi

dence. 3234. Corporations taking action under this

title elect to be governed thereby. 3235. For what purposes corporations may

be formed. 3236. Articles of incorporation to be exe

cuted. 3237. What articles must set forth in certain

case. 3238. Articles must be acknowledged, certi

fied, and filed with the secretary of

state. 3238a. Authorized amendments. 3239. Corporation thereby created, and its

general powers. 5240. First election of trustees of corporation. 3241. How person may become member of a

corporation not for profit. 3242. Corporators of corporation for profit to

open books of subscription to stock. 3243. When subscriptions to stock are pay

able. 3244. Notice of an election for directors, 3245. Conduct of such election. 3255(1). Corporation may limit vote of

stockholders. 32452(2). Application for appointment of in

spectors of election, 32450(1). Provisions to which limiting votes

subject. 324562. Appointment of inspector for meet

ing 32450. List of stockholders to be delivered to

inspectors of election. 3245d Conduct of election by inspectors. 3245e. Compensation of inspectors. 3246. Annual and other elections for trustees

and directors.


Oath and duties of trustees and di

rectors, 3248. Powers of boards of trustees and di

rectors. 3249. Corporations may adopt regulations. 3250. Trustees or directors may adopt by

laws. 3251. How regulations may be adopted. 3252. What may be provided for by regula

tions. 3253 How payment of stock subscriptions

enforced. 3254 Stockholders entitled to certificates of

stock. 3254-1. Reissue of lost or destroyed certifi

cate. 3254-2. Reissue; how effected. 3255

Paid up stock is personal property. 3256. May borrow money on bond and mort.

gage. 3257. May stipulate that its obligations may

be converted into stock. 3258. Stockholders liable in an amount equal

to their stock. 3259. The term "stockholders" defined. 3260. How such liability enforced. 3261. Trustees are personally liable for all

debts by them contracted. 3262. Corporation for profit may increase its

capital stock. 3263. May increase stock by preferred stock. 3264. May reduce its capital stock. 3265. Change of bonds authorized. 3266. Corporate property to be employed

only for the objects of the corpora

tion. 3267. How number of directors increased. 3268. Annual statement of condition of cor

poration to be furnished stockhold

ers. 3269. When provisions of this chapter do

not apply. 3269-1. Dividends from surplus profits only. 3269-2. Unpaid interest not profits. 3269-3. Ascertaining surplus profits, etc. 3269-4. Penalty.

$ 3232. By what laws governed

Corporations created before the adoption of the present constitution, and which have not, by election or some other act, come to be governed by laws since passed, shall be governed and controlled by the laws then in force, and the valid modifications thereof since or herein enacted; and other corporations, now existing or hereafter created, shall be governed and controlled by the provisions of this title.

Where charter provided manner in which it should be accepted, that mode should be followed. Owen v. Purdy, 12 Ohio St. 73. But where the corporation has exercised the powers, or enjoyed the privileges secured by the amendment, as against the claims of third persons, it is estopped. Ib.; Goodin v. Evans, 18 Ohio St. 150. But a non-assenting stockholder may deny that he assented, and invoke the aid of the state in a quo warranto, or the power

of a court in an action in his own name. Owen v. Purdy, supra, and State v. Cin. Gas Light & Coke Co., 18 Ohio St. 262.

Where a corporation, incorporated before adoption of constitution of 1851, claims to be exempt from legislative control, this fact can never be presumed, but must appear affirmatively by terms of the charter. Gas Light Co. v. Zanesville, 47 Ohio St. 35, affirming i C. C. 123. See also 47 Ohio St. I.

§ 3233. What corporations may accept the provisions of

this titleA corporation created before the adoption of the present constitution, and now actually doing business, may accept any of the provisions of this title, and when a certified copy of such acceptance is filed with the secretary of state, so much of its charter as is inconsistent with the provisions of this title is hereby repealed. 50 v. 274, sec. 71; S. & C. 309.

It is not necessary that a certificate of the company's acceptance be filed with the secretary of state; it is the fact of acceptance which binds the company and works the amendment. Railroad Co. v. Cole, 29 Ohio St. 126.

$ 3233-1. Special charters not accepted or acted on, re

pealedAll special acts of incorporation in force in this state, which have not been accepted or acted upon, shall be and the same are hereby repealed.

$ 3233-2. Duty of secretary of state if charter of religious

society lost-Effect of charterWhenever it shall be made to appear to the satisfaction of the secretary of state that any religious society or corporation heretofore organized or incorporated under the laws of this state has lost its charter or certificate of incorporation, or that the same has been destroyed, it shall be the duty of the secretary of state to issue a new certificate of incorporation of such religious society or corporation theretofore issued, and the time as near as may be ascertained of issuing such lost or destroyed certificate as shall be made to appear to him; and thereupon all deeds, mortgages, or other instruments of writing for the conveyance of land, as well as all acts done by such religious society or corporation by virtue of such certificate or charter theretofore lost, shall be binding and of full force in law and in equity; provided, that nothing in this act shall be so construed as to make valid any act uot authorized under the laws of this state which heretofore have been in force. 75 O. L. 77.

$ 3233-3. Thirty years' exercise of corporate rights prima

facie evidence of incorporationThe fact that a religious society for not less than thirty years, claiming to have been duly and legally incorporated as such, and performing during such time duties and exercising rights as such, shall be prima facie evidence of the original issue of such charter or certificate of incorporation as claimed by such society. 75 0.

L. 77.

$ 3234. Corporations created prior to 1851–Fire insurance

companiesCorporations created before the adoption of the present constitution, which take any action under or in pursuance of this title, shall thereby and thereafter be deemed to have consented, and shall be held to be a corporation, and to have and exercise all and singular its franchises under the present constitution and the laws passed in pursuance thereof, and not otherwise; provided, that any fire insurance company so created, complying with the requirements of sections three thousand six hundred and fiftyfour and three thousand six hundred and fifty-five, or of any police regulation contained in chapter eleven of this title, or in chapter eight of title three, part first, shall not be deemed to have consented, and shall not be affected by the provisions of this section by reason of such compliance. 89 0. L. 74.

Where a corporation organized under the former constitution has repeatedly, since the adoption of the present constitution, changed the time and terms of election of directors, and has elected directors after giving public

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