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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 corporutions, 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 tificates 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.
An Act concerning corporations.
Approved March 11, 1863, 348.
832. SECTION 1. All associations or companies heretofore megal acts of organized, and acting in the form and manner of corporations, mude valia. 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 ac, nowledgments; 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 stated, are 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 were 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 expressed therein.
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 acquired by or vested in any person or persons whatsoever.
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, 127.
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.
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 resi
dence, 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
the subscribers to said articles are all known by one or the other of the suid three Directors to be subscribers thereto, and to be the persons so represented. Any corporation heretofore formed under the Act of which this is amendatory, desiring to divide the capital stock of the company into shares of a less denomination than one hundred dollars, according to the provisions of this section, may do so by a majority vote of the Directors of the company, at any regular or called meeting of the board, and may issue the stock of such company in accordance therewith, after having filed in the office of the Secretary of State a certificate setting forth the amount or denomination in which they propose to divide such shares, verified by the affidavit of three of such Directors. In case the shares of stock of such corpo- Division of ration shall have already been issued, or any portion thereof, of of pitaj stack the denomination of one hundred dollars, the holders of the tions heretusame may at their option surrender their certificates of stock, and receive in lieu thereof the equivalent of the same in certificates of shares of the smaller denominations, so fixed and established by the Board of Directors.- As amended, Stats. 1871,52.
836. Sec. 3. Articles of association formed in pursuance to file of the provisions of the foregoing section shall be filed in the articles in office of the Secretary of Stute, and thereupon the persons who Secretary of have, or may, subscribed the same, and all persons who may, from time to time, become stockholders in such company, shall be a body politic and corporate, by the name stated in such articles of association, and shall be capable in law to make all Powers and contracts, acquire real and personal property, purchase, hold, corporations. convey, any and all real and personal property whatever, necessary for the construction, completion, and maintenance of such railroad, and for the .erection of all necessary buildings and yards, or places and appurtenances, for the use of the same, and be capable of suing and being sued, and have a common or corporate seal, and make and alter the same at pleasure, and generally to possess all the powers and privileges, for the purpose of carrying on the business of the corporation, that private individuals and natural persons now enjoy. A copy of any articles of association, filed in pursuance of this Act, and certified to be a copy by the Secretary of State, or his deputy, shall, Certified in all courts and places be presumptive evidence of the incorpo-epiente.be ration of such company, and of the facts stated therein ; and such a copy, so certified, shall be kept in the office of the Secretary of the corporation, subject to examination, during office hours, by any person. 837. Sec. 4.
The Director's named in the articles of Duty of association shall meet and organize as a board immediately
Directors. after their election
or within fiyo dare after having received
Election of othcers.
their respective offices until their successors have been duly elected and qualified. The Secretary and the Treasurer, before they enter upon the discharge of their duties, shall each give a bond, with sufficient surety, for the faithful performance of their respective duties, to be approved by the Board of Directors. The temporary Treasurer, required by the first section of this Act, shall pay over all moneys received by him as such Treasurer to the Treasurer elected by the Board of Directors, and every succeeding board, when deemed necessary, shall
open books of subscription to the capital stock of the company, subscription.
at such times, and in such places, upon such terms, and authorize such persons to receive and superintend the taking of such subscriptions, as they may direct, due notice of which shall be given; but no subscription of stock, except the original subscription, shall be binding on the company, or parties so subscribing, until the same shall have been accepted and approved by a resolution of the board. In case a greater amount of acceptable stock shall be subscribed than the whole capitul required by such company, the Board of Directors shall distribute such capital stock so subscribed as equally as possible among the subscribers ; but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be
allotted to any one subscriber than by him subscribed for. Meeting of
838. Sec. 5. There shall be, after the first election of stockholders. Directors, as prescribed by the first section of this Act, annual
meetings of the stockholders held in one of the counties in
which or through which such road is proposed to be or may be Election of constructed, for the election of Directors, to serve for the ensu
ing year, notice of which, appointing a time and place, shall be given for the first annual election and every subsequent election thereafter, as prescribed by the by-laws of the company, or by a resolution of the Board of Directors, which notice shall be published not less than twenty days previous thereto in a newspaper published in each county through or into which such road shall pass or be intended to run (if there be stockholders residing therein), in wbich a newspaper shall be published ; and if no newspaper is published therein, then by six written or printed notices put up in the most public places in said county. Directors shall be elected from time to time, as a majority of the whole stock shall determine, or as the by-laws shall designate, us may be determined in the formation of articles of association, in pursuance of the provisions of the first and second sections of this Act ; shall be chosen at such meetings of stockholders by ballot and by a majority of the votes of the stockholders being present in person or by written proxy; and every such stockholder being so present, either in person or by proxy, at any election for Directors, shall be entitled to give one vote for every share of stock which he may have owned for ten days
how stock ? may be
and qualified to vote for Directors at the election at which he may be chosen. The Directors shall hold their office for one year, and until others are elected in their places. At least a Term of majority of the Directors shall, at the time of their election, be residents of this state.
839. Sec. 6. Meetings of the stockholders may be called called at any time during the interval between the annual meetings meetingsler by the Directors, or by any number of stockholders owning not less than one-fourth of the stock, by giving fifteen days public notice of the time and place of the meetings, in the manner provided in the next preceding section, for the annual meetings; and when any such meeting is called by the stockholders, the particular object of such meeting shall be stated in such notice, and no other business shall be transacted at such meeting when so called by the stockholders as aforesaid, except such as shall be so stated in such notice; and if, at any such meeting thus called, a majority in value of the stockholders are not represented in person or by written proxy, such meeting shall be adjourned from day to day, not exceeding three days, without transacting any business ; and if, within said three days, stockholders having at least a majority in interest of the stock do not attend and participate in such meeting, then the meeting shall be dissolved. In case the capital stock shall be ascertained When and to be greater or less than is necessary for completing, operating, and maintaining the road, then the capital stock may be reduced reduced. or increased by a vote of the holders of the majority of the capital stock to the amount thus required ; or the holders of a majority of the capital stock may, by a vote at any annual or called meeting of the stockholders provided for the return to or distribution among the stockholders, in such manner and according to such plan as they may direct, of any surplus capital or funds that may accrue to the corporation by payments on subscriptions to the capital stock, grants, donations, or otherwise, over and above the amount necessary to construct, complete, maintain, and equip the road ; provided, that no such Proviso. division or distribution shall be made until the road shall be built and equipped between the extreme points named in the articles of association.
840. (Sec. 3.) The legislature shall from time to time, Legislature when it may deem proper, change the rates of fare und freight may change of all narrow gauge railroads constructed under the provisions freight. of this Act.-- Amendment, Stats. 1871, 52.
841. Sec 7. At all general meetings of the stockholders, Removal of two-thirds in value of the stockholders of the company being present in person or by proxy, may remove any President or any Director of such company, and elect others in their stead ; prorided, notice of such intended removal shall have been given as required in the last two preceding sections.
842. Sec. 8. In case it shall happen at any time that any Delay of election of Directors shall not be made on the day designated Direction of by the by-laws of the company when it ought to have been