Powers of company. 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 dissolution of formed under this Act, the Trustees at the time of the dissolution shall be Trustees of the creditors and stockholders 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. Dissolution, how effected. Removal of place of business. 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 stockholders 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 place of ng or diminishe proceedings, the amount of ebts and liabilihe capital stock Out, and signed nd Secretary of stees, and filed d when so filed, -eased or dimin any corporation e of the dissolu-kholders of the nd authority to the corporation,i lect and pay the vide among the at shall remain xpenses. under this Act nting to the Disthe company is ya certificate of ng of the stock d by a vote of a and dissolve the l then be given e nature of the ace at which it is newspaper of the ewspaper is pub ewspaper nearest ointed, or at any ed by the Judge. d if satisfied that minary steps and nd that all claims all enter an order g at any time to ome other county nty Clerk of such poration. If it is ess to some other , publication shall for four weeks in , town, or locality such corporation corporate acts of this Act shall be principal place of business may not have been designated in its certificate of 825. SEC. 24. In corporations already formed, or which Capital stoc Smith et al. v. North American Mg. Co., 1 Nev., 423; O'Meara v. To be district mining law 826. SEC. 25. All corporations already formed, or which 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 217 property on corporation. Trustees to under the provisions of this Act, the Board of Trustees of said convey 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. Corporations may become stockholders, etc. 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. 829. SEC. 28. Corporations formed under the provisions 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. Preamble. Act to apply to corporations formed prior to its passage. An Act to extend the provisions of an Act entitled "An Act to provide for the formation of corporations for certain purposes,' approved March tenth, eighteen hundred and sixty-five, 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, 46. 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 the formation of corporations for certain purposes," approved March tenth, eighteen hundred and sixty-five, and each section and provision thereof, shall apply to all corporations created or formed, or doing business in this state, or the late territory of Nevada, prior to the passage of said Act, and shall constitute the rule for the government and management of the affairs and business of such corporations. decrees, etc., 1865, ratified. 831. SEC. 2. All orders or decrees made by any court or Orders, Judge in this state, since March the tenth, one thousand eight made prior to hundred and sixty-five, disincorporating or dissolving any cor- March 10, poration created or formed, or doing business in this state, or the late territory of Nevada, prior to said date, and all certificates of the proceedings of stockholders' meetings of such corporations, held for the purpose of increasing or diminishing the amount of the capital stock of the same, are hereby ratified, confirmed, and made valid; and all orders made as aforesaid, and all proceedings had and taken in pursuance to and by virtue thereof, are hereby ratified and made valid; and all the certificates aforesaid, having for their object the increase or diminution of the capital stock of such corporation, and filed as provided in section two of said Act of March tenth, are made valid, and from the time of the filing thereof, the capital stock of the corporation named in any such certificate, shall be deemed increased or diminished as therein provided; and all proceedings subsequently had and done under, in pursuance to, and having reference to said certificate, and the laws applying thereto, shall be valid and effectual for all purposes. 832. An Act concerning corporations. Approved March 11, 1863, 388, made valid. SECTION 1. All associations or companies heretofore Illegal acts of organized, and acting in the form and manner of corporations, corporations and that have filed certificates for the purpose of being incorporated, in the office of the County Clerk, in which the principal place of business of the company is intended to be located, and a certified copy of the same in the office of the Secretary of State, but whose certificates are in some manner defective, or have been improperly acknowledged, or have been acknowledged before a person not authorized by law to take such acknowledgments; or where a conveyance has been made to the persons named in the certificate of incorporation as Trustees, prior to the filing of the certificate of incorporation as above hereby declared to be, and to have been, a corporation from the date of filing of such certificates, in the same manner, and with like effect and intent, as if such certificates without fault, and properly acknowledged before an officer having authority to take such acknowledgments; and such conveyances or deeds shall be held and construed to convey to the Corporations, respectively, the title and estate mentioned therein, for the uses and purposes in such conveyances or deeds as ex stated, are were pressed therein. rights. 833. SEC. 2. Nothing herein contained shall be held or Not to construed so as to impair any rights which have heretofore been impair vested. or vested in any person or persons whatsoever. acquired by Formation of An Act to provide for the incorporation of railroad companies, and the management of the affairs thereof, and other matters relating thereto. Approved March 22, 1865, 427. 834. SECTION 1. Any number of persons, not less than corporations. ten, either in this state or the United States, being subscribers to the stock of any contemplated railroad, may be formed into a corporation for the purpose of constructing, owning, and maintaining such railroad, by complying with the following Conditions. requirements: Whenever stock to the amount of at least one thousand dollars for each and every mile of the proposed railroad shall have been so subscribed, and ten per cent. in cash of the amount so required to be subscribed, shall be actually, and in good faith, paid to a Treasurer, to be named and appointed by said subscribers from among their number, then the said subscribers, either in person or by written proxy, after having received at least five days notice from said Treasurer of a meeting of said subscribers for that purpose, may adopt articles of association, and may elect from among the subscribers to said articles, not less than five nor more than thirteen Directors. What articles 835. SEC. 2. The said articles of association shall set forth shall set forth the name of the incorporation, the number of years the same is to continue in existence, which shall not exceed fifty years, the amount of the capital stock of the company, which shall be divided into shares of not exceeding one hundred dollars each, and not less than ten dollars each, as may be fixed in the articles of association, and which shall be the actual contemplated cost of constructing the road, together with the cost of the right of way, motive power, and every other appurtenance and thing, for the completion and running of said road, as nearly as can be estimated by competent engineers; the names and number of the Directors to manage the affairs of the company, who shall hold their offices until others are elected, as shall be provided by the by-laws of the company; the place from, and to which, the proposed road is to be constructed, and the counties into and through which it is intended to pass, and its length, as near as may be; each subscriber to such articles of association shall personally subscribe thereto his name, place of residence, and the number of shares of stock taken by him in such What articles company; provided, that in case a person desirous of becoming a subscriber, but compelled to be absent from the state at the time of subscribing to such articles of association, he having duly paid the ten per cent. required by law upon his subscription, may sign the same by written proxy, or power of attorney, Affidavit of to that effect; and there shall be indorsed or attached to said articles so subscribed, an affidavit made by three Directors therein named, setting forth in substance, that said amount of stock has been subscribed, and that ten per cent. in cash thereon has actually and in good faith been paid in as aforesaid, and that may be signed by proxy. amount of stock. |