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the members to be valid.
officers may be elected.
Shares may be
Dividends to be
at any meeting, however called or notified, and shall sign a written consent thereto on the record of such meeting, the doings of such
meeting shall be as valid as if legally called and notified. At such meeting
Sec. 11. The members of such corporation, when so assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the corporation.
Sec. 12. Whenever the capital stock of any corporation is divided transferred by
into shares, and certificates thereof are issued, such shares may be transferred by endorsement and delivery of the certificates thereof, such endorsement being by the signature of the proprietor or his attorney, or legal representative ; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered on the books of the corporation as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer.
Sec. 13. It shall not be lawful for the Directors or managers of made only from surplus profits. any incorporated company in this state to make dividends, excepting
from the surplus profits arising from the business of such corporation; and it shall not be lawful for the Directors of any
such company to divide, withdraw, or in any way pay to the stockholders or any of them, any part of the capital stock of such company, or to reduce the said capital stock, without the consent of the legislature; and in case of any violation of the provisions of this section, the Directors 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 said Directors at the time, or when not present when the same did happen, shall in their individual and private capacity jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the company so divided, withdrawn, paid out, or reduced, and no statute of limitations shall be a bar to any suit against such Directors for any sums for which they are made liable by this section : Provided, that this section shall not be construed to prevent a division and distribution of the capital stock of such company which shall remain after the payment of all its debts, upon the dissolution of such company, or the expiration of its charter.
Sec. 14. The total amount of the debts which any incorporated company
owe, shall not at any time exceed the amount of the of capital stock.
capital stock actually paid in; and in case of any excess, the Directors, under whose administration the same may have happened, except those who may have caused their dissent therefrom to be en
Total amount of debts not to exceed amount
tered at large on the minutes of the said Directors at the time, and except those who were not present when the same did happen, shall, in their individual and private capacities, jointly and severally be liable for such excess to the said corporation, and in the event of its dissolution, to any of the creditors thereof to the full amount of such excess, with legal interest from the time such. liability accrued, and no statute of limitation shall be a bar to any suit against such Directors for any sums of money for which they are made liable by this section.
Sec. 15. Upon the application of any person or persons, or body complaints corporate, that may be aggrieved by, or may complain of any election corporate held by any corporate body, or any proceeding, act, or matter in or made and touching the same, it shall be the duty of the District Judge of the district in which such election is held (reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application, to proceed forthwith and in a summary way to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matters or causes of complaints, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises as right and justice may appear to the said District Judge to require: Provided, Proviso. that the said Judge may, if the case appear to require it, direct the District Attorney of his district to exhibit one or more information or informations in the nature of a quo warranto in the premises.
Sec. 16. Upon the dissolution of any corporation, unless other Trustees for persons shall be appointed by the legislature, or by some court of on dissolution
of corporation. competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of the debts and necessary expenses.
Sec. 17. The persons so constituted trustees shall have authority Powers of such to sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, and shall have full power to settle the affairs of the corporation, and shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall come into their hands. Sec. 18. Upon the dissolution of any corporation, the District District Court
may appoint Court of the county, in which the corporation carries on its business,
receivers and trustees of a dissolved corporation.
District Court to have full power
Executions against turnpike
or has its principal place of business, on application of any creditor of the corporation, or of any stockholder or member thereof, may appoint one or more persons to be receivers or trustees of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, and the power of such receivers may be continued as long as the court shall think necessary.
Sec. 19. The said court shall have jurisdiction of such application, over proceedings, and of all questions arising in the proceedings thereon, and may make
such orders, injunctions, and decrees thereon as justice shall require.
Sec. 20. When any judgment shall have been recovered against corporations, etc. any turnpike or other corporation authorized to receive toll, the
franchises of such corporation, with all the rights and privileges thereof, together with all their corporate property, both real and per
sonal, may be taken on execution and sold at public auction. Proceedings by Sec. 21. The officer having such execution against any corporation such execution. mentioned in the preceding section, shall, thirty days at least before
the day of sale of the franchise or other corporate personal property, give notice of the time and place of sale, by posting up a notice thereof in the county in which the Clerk, Treasurer, or any one of the directors of the corporation may dwell, and also by causing an advertisement of the same, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of the aforesaid officers may dwell, if any such there be ; and if no newspaper be published in any such county, then in the newspaper published nearest thereto.
Sec. 22. The officer who may levy any execution, as prescribed in the
preceding section, may adjourn the sale from time to time, as may be necessary, until the same shall be completed.
Sec. 23. In the sale of any franchise of any corporation, the perhighest bidder. son who shall satisfy the execution, with all legal fees and expenses
thereon, and shall agree to take such franchise for the shortest period of time, and to receive, during that time, all such toll as the said corporation would by law be entitled to demand, shall be considered the highest bidder.
Sec. 24. The officer's return on such execution shall transfer to the purchaser all the privileges and immunities which by law belong. ed to the corporation so far as relates to the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser possession of all the toll-houses and gates belonging to such
Sale may be adjourned.
Who to be considered the
Effect of officer's return on such execution.
corporation, in whatever county the same may be situated, and the purchaser may thereupon demand and receive all the toll which may accrue during the time limited by the terms of his purchase, in the same manner and under the same regulations as such corporation was before authorized to demand and receive the same. Sec. 25. Any person who may have purchased, or shall hereaf- Purchaser may
recover penalties, ter purchase, under the provisions of this chapter, the franchise of ete. any turnpike or other corporation, and the assignees of such purchase may recover any penalties imposed by law for an injury to the franchise, or for any other cause, and which such corporation would have been entitled to recover during the time limited in the said purchase of the franchise, and during that time the corporation shall not be entitled to prosecute for such penalties.
Sec. 26. The corporation, whose franchise shall have been sold as Corporations to aforesaid, shall, in all other respects, retain the same powers, and be powers and bound to the discharge of the same duties, and liable to the same before the sale. penalties and forfeitures as before such sale.
Sec. 27. Such corporation may, at any time within one year after Corporation may such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with ten per cent. interest thereon, but without any allowance for the toll which he may have received ; and, upon such payment or tender, the said franchise and all the rights and privileges thereof shall revert and belong to said corporation, as if no such sale had been made.
Sec. 28. All the proceedings aforesaid respecting the levy of execu- Where proceedtions, may be had in any county in which either the creditor, or the levy may be had President, or any Director, or the Treasurer, or the Clerk of the Corporation may reside, or in which the corporation has personal or real estate.
Sec. 29. It shall be the duty of the Attorney General or District Attorney General Attorney, whenever, and as often as shall be required by the Gover- ney to examine nor, to examine into the affairs and condition of any corporation in corporation and this state, and report such examination in writing, together with a
report thereon. detailed statement of facts to the Governor, who shall lay the same before the legislature ; and, for that purpose, the said Attorney General or District Attorney shall have power to administer all necessary oaths to the directors and officers of any corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the books, papers and documents belonging to such corporation, or appertaining to its affairs and condition; and the legislature, or either branch thereof, shall have full power to examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legis
ment or repeal.
lature, or either branch thereof, shall have full power to administer all necessary oaths to the directors, officers, and stockholders of such corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the safes, books, papers, and documents belonging to such corporation, or pertaining to its affairs and condition, and to compel the production of all keys, books, papers, and documents, by summary process, to be issued on application to any Court of Record, or any Judge thereof, under such rules
and regulations as the said court may prescribe. Power of legisla. Sec. 30. The legislature may, at any time, amend or repeal this repeal act, and act, and dissolve ail corporations created under it; but such amendeffect of amendment or repeal shall not, nor shall the dissolution of
corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall
have been previously incurred. Proceedings by
Sec. 31. Any corporation wishing to dissolve and disincorporate corporations wishing to
itself, shall present a petition to the County Judge of the county in disincorporate. which the meetings of the stockholders are usually held, accompanied
by a certificate, signed by its proper officers, and setting forth that, at a general or special meeting of the stockholders, called for that purpose, it was decided, by a vote of two thirds of the stockholders, to disincorporate and dissolve the incorporation. The Clerk shall enter such petition and certificate of record, and the Judge shall, after thirty days notice by publication in some newspaper published in the county, and if there are none such, then by advertisements, posted up in the principal public places in the county, proceed to consider the same: and if the Judge be of opinion that such incorporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the incorporation are discharged, he shall declare such incorporation dis
solved. Stockholders Sec. 32. Each stockholder of any corporation shall be individually sonally liable.
and personally liable for a portion of all its debts and liabilities, proportioned to the amount of stock owned by him.
Application for certificate of incorporation.
Section 33. Any seven or more persons who may desire to form an insurance company, may make, sign, and acknowledge before some officer competent to take acknowledgment of deeds, and file in the office of the Clerk of the county in which the business of the company