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Capital stock not to be reduced, etc.
together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.
McKelvey v. Crockett, 18 Nev. 238. 812. Sec. 11. Whenever any stock is held by any person as executor, administrator, guardian, or trustee, he shall represent such stock at all meetings of the company, and may vote
accordingly as a stockholder. Pledge of
813. Sec. 12. Any stockholder may pledge his stock, by a delivery of the certificates, or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder.
814. Sec. 13. It shall not be lawful for the Trustees to make any dividend except from the net profits arising from the business of the corporation ; nor to divide, withdraw, nor in any way pay to the stockholders, or any of them, any part of the capital stock of the company; nor to reduce the capital stock, unless in the manner prescribed in this Act; and in case of any violation of the provisions of this section, the Trustees under whose administration the same may have happened, except those who may have caused their dissent thereto to be entered at large on the minutes of the Board of Trustees at the time, or were not present when the same did happen, shall, in their individual and private capacities, be jointly and severally liable to the corporation, and the creditors thereof, to the full amount so divided, withdrawn, or reduced, or paid out; provided, that this section shall not be construed to prevent a division and distribution of the capital stock of the company which shall remain, after the payment of all its debts, upon the dissolution of the corporation or the expiration of its charter.As amended, Slats. 1806, 188.
815. Sec. 14. The total amount of debts of the corpora
tion shall not at any time exceed the amount of capital stock stuck paid in. actually paid in, and in case of an excess, the Trustees under
whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the Board of Trustees at the time, and except those not present, when the same did happen, .shall, in their individual and private capacities, be liable, jointly and severally, to the said corporation, and in event of dissolution, to any of the creditors thereof, for the full amount of such excess.
Paxton et al. v. The Bacon Mill and Mining Co., 2 Nev. 257. 816. Sec. 15. No corporation organized under this Act shall, by any implication or construction, be deemed to possess the power of issuing bills, notes, or other evidences of debt, for circulation as money. 817. SEC. 16.
Sec. 16. It shall be the duty of the Trustees of every company incorporated under this Act to keep a book,
Debts not to exceed amount of
Trustees liable for excess.
Not to issue bills, etc.
containing the names of all persons, alphabetically arranged, Trustees
shall keep who are or shall become stockholders of the corporation, and showing the number of shares of stock held by them respect- paines of ively, and the time when they became the owners of such shares ; which book, and all other books of the company, during the usual business hours of the day, on every day except Sunday and the legal holidays, shall be open for the inspection of stockholders of the company, at the office of the principal place of business of the company; and any stockholder or creditor of the company may have the right to demand and receive from the Clerk, or other officer having the charge of such, a certified copy of any entry therein, or to demand and receive from any Clerk, or officer, a certified copy of any paper placed on file in the office of the company, and such book or certified copy shall be presumptive evidence of the facts therein stated, in any action or proceeding against the company, or any one or more of the stockholders.
818. Sec. 17. If at any time the Clerk, or other officer Penalty for having charge of such book, shall make any false entry, or making false neglect to make any proper entry therein, or having the charge of any papers of the company, shall refuse or neglect to exhibit the same, or allow the same to be inspected, or extracts to be taken therefrom, or to give a certified copy of any entry, as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the party injured a penalty of not less than one hundred dollars, nor more than one thousand dollars, and all damages resulting therefrom to be recovered in an action for debt in any court having competent jurisdiction in the county in which the principal place of business of the corporation is located.
819. Sec. 18. Any company incorporated under this Act Change in may, by complying with the provisions herein contained, in-capital stock. crease or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation ; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of the capital.
820. Sec. 19. Whenever it is desired to increase or di- How made. minish the amount of capital stock, a meeting of the stockholders shall be called by a notice signed by at least a majority of the Trustees, and published at least eight weeks in some newspaper published in the county where the principal place of business of the company is located; or if no newspaper is published in the county, then in some newspaper nearest thereto in the state, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount which it is proposed to increase or diminish the capital, and a vote of two-thirds of all the shares of stock shall be necessary to increase or diminish the amount of the capital stock.
821. Sec. 20. If at a meeting so called, a sufficient num- same.
Powers of Trustees after dissolution of company .
Dissolution. how ellected.
ber of votes have been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, and signed and verified by the affidavit of the Chairman and Secretary of the meeting, certified to by a majority of the Trustees, and filed as required by the second section of this Act; and when so filed, the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.
822. Sec. 21. Upon the dissolution of any corporation formed under this Act, the Trustees at the time of the dissolution shall be Trustees of the creditors and stock holders of the corporation dissolved, and shall have power and authority to sue for and recover the debts and property of the corporation, by the name of Trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses.
823. Sec. 22. Any corporation formed under this Act may dissolve and disincorporate itself by presenting to the District Judge of the district in which the office of the company is located a petition to that effect, accompanied by a certificate of its proper officers setting forth that at a meeting of the stockholders, called for the purpose, it was decided by a vote of a majority of the stock holders to disincorporate and dissolve the incorporation. Notice of the application shall then be given by the Clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for eight weeks, or if no newspaper is published in the county, by publication in the newspaper nearest thereto in the state. At the time or place appointed, or at any other time or place to which it may be postponed by the Judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.
824. Sec. 23. Any corporation desiring at any time to remove its principal place of business into some other county in the state, shall file in the office of the County Clerk of such county a certified copy of its certificate of incorporation. If it is desired to remove its principal place of business to some other city, town, or locality within the same county, publication shall be made of such removal at least once a week for four weeks in the newspaper published nearest to the city, town, or locality from which the principal place of business of such corporation is desired to be removed. The formation or corporate acts of no corporation heretofore formed under this Act shall be rendered invalid by reason of the fact that its principal pluce of
Removal of place of business.
business may not have been designated in its certificate of incorporation; prorided, that within six months from the pussage of this Act such corporation shall cause publication to be made once a week for at least four weeks in the newspaper published nearest to the city, town, or locality where the principal place of business of such corporation has in fact been located, designating the city, town or locality, and county where its principal place of business shall be located. On compliance with the provisions of this section, in the several cases herein mentioned, the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality and county in the state.
823. Sec. 24. In corporations already formed, or which Capital stock. may hereafter be formed under this Act, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet, shares, or interest in any mining claim in this state, for the working and development of which such corporation shall be, or has been, formed, no actual subscription to the capital stock of such corporation shall be necessary; but each owner in said mining claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the value of so much of his or her interest in said mining claim, the legal title to which he or she may, by deed, deed of trust, or other instrument, vest, or have vested in such corporation, for mining purposes ; such subscription to be deemed to have been made on the execution and delivery to such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied, or which may hereafter be levied, by the Board of Trustees of such corporation, be affected by reason of the fact that the full amount of the capital stock of such corporation, as mentioned in its certificate of incorporation, shall not have been subscribed as provided in this section ; provided, that the greater portion of said amount of capital stock shall have been subscribed ; and, provided further, that this section shall not be so construed as to prohibit the stock holders of any corporation formed, or which may be formed for niining purposes, as provided in this section, from regulating the mode of mahing subscriptions to its capital stock and calling in the same by by-laws or expressed contract.
Smith et al. v. Worth American Mg. (0., 1 Vev., 123; O'Meara v.
North American My. ('0., 2 Ver. 112. 826. Sec. 25. All corporations already formed, or which to be may hereafter be formed under this Act for mining purposes, governed by shall be governed by the mining laws of the district where the mine is located; provided, that the amount of money so expended Proviso. in incorporating said company, and the procuring of the necessary books for said corporation, shall be deemed in law as so much money expended in working the claim.
827. Sec. 26. When any mining incorporation, holding or working any mine or mines in this state, shall disincorporate
mining laws. Trustees to
under the provisions of this Act, the Board of Trustees of said property on corporation shall convey by deed to the stockholders of said dissolution of company, all mines and other property of said corporation, in
proportion to the amount of stock each stockholder shall hold in the mine or mines, and other property owned by said corporation, which deed shall be recorded in the office of the County
Recorder of the county in which the mine is located, Acts repealed. 828. Sec. 27. An Act entitled “An Act to provide for the
formation of corporations for certain purposes," approved December twentieth, one thousand eight hundred and sixtytwo; also, an Act amendatory of and supplementary to an Act entitled “An Act to provide for the formation of corporations for certain purposes,” approved December twentieth, one thousand eight hundred and sixty-two ; approved February nineteenth, one thousand eight hundred and sixty-four, are hereby
repealed. Corporations 829. Sec. 28. Corporations formed under the provisions stockholders,
of this Act for mining, milling, or ore reduction purposes, may subscribe to and become stockholders in any corporation, company, or association now formed, or which may hereafter be formed, for the purpose of constructing any tunnel, shaft, or other work, which may be calculated to aid or facilitate the exploration, development, or working of any mine or mining ground in this state ; and any corporation so becoming a stockholder therein shall, in proportion to its interest, be subject to all the liabilities, and entitled to all the rights and privileges of an individual stockholder.-- As amended, Stats. 1867, 44.
An Act to e.rtend the provisions of an Act entitled “ An Act to pro
ride for the formation of corporations for certain purposes,' approred Jarch tenth, eighteen hundred and sirty-live, to corporations created prior to that time; and to confirm proceedings taken for the purpose of disincorporating corporations ; and for the purpose of increasing the capital stock of corporations.
Approved January 16, 1866, 16.
WHEREAS, It is doubtful whether certain sections of the Act referred to above, apply to corporations created and formed prior to the passage of said Act ; therefore,
830. SECTION 1. The Act entitled “An Act to provide for
Act to apply