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vote for

manner of

how filled.

stockholders,

notice of

time and

holding same.

as many votes as the number of Trustees multiplied by the Persons number of his shares of stock shall equal, or to distribute them ble to on the same principle among as many candidates as he shall Trustees and think fit, and such Trustees shall not be elected in any other voting. manner; and the person or persons receiving the greatest number of votes shall be Trustee or Trustees. Whenever any Vacancies, vacancy shall happen among the Trustees by death, resignation, or otherwise, except by removal and the election of his successor, as herein provided, it shall be filled by appointment of the Board of Trustees. On petition of the stockholders holding Petition of the majority of the stock actually issued by any corporation and District formed under this Act, to the District Judge of the district Judge to issue where said corporation has its actual place of business, verified meeting of by the signers, to the effect that they are severally the holders stockholders, of to the number of shares set opposite their signatures to the place of foregoing petition, the District Judge shall issue his notice to the stockholders of said company that a meeting of the stockholders will be held at the court-room of the district court, in the county in which is said principal place of business, stating the time, not less than five, nor more than ten, days after the first publication of said notice, and the object to be taken into consideration, the removal of officers of said company; which notice, signed by the said District Judge, shall be published daily, Publication in a daily newspaper published in said county, for at least five days before the time for the meeting; or, if there be no daily newspaper published in said county, then in such manner as the District Judge shall direct. At the time appointed by said Judge to notice, the said District Judge shall appoint a Secretary of the retar meeting, and shall thereupon hear the proofs of those claiming meeting, and to be stockholders in said corporation; and only those showing a right to vote, or their proxies, shall take part in the further proceedings. Said Judge shall decide who are entitled to vote, Persons in a summary way, and his decision shall be final. If it appears vote. at the time appointed, or within one hour thereafter, holders of less than one-half the whole number of shares actually issued, Judge to ortheir proxies, are present, the meeting shall be dissolved; but, if the holders of more than one-half of the shares actually issued, or their proxies, are present, they shall proceed to vote, the Secretary calling the roll, which he shall prepare by setting down the names of persons held to be entitled to vote, and the number of shares held by each, and such persons voting yea or nay, as the case may be. The Secretary shall enter the same upon Secretary's his list, and, when he has added up the list and stated the " result, he shall sign the same and hand it to the Judge, who shall declare the result. If the result of the vote is that the Result of holders of a majority of all the shares of the company actually,

ated.

Secretary of

to hear proofs

eligible to

decide.

duties.

vote. if in of

officers,

balloting

of

more of the officers of the company, the meeting shall then proceed to ballot for officers to supply the vacancies thus cre- provided for. Tellers shall be appointed by the Judge, who shall collect the ballots and deliver them to the Secretary, who shall count the same in open session, and, having stated the result

Tellers appointed to collect and

Certificates

Judge, and

other duties.

of the count, in writing, shall sign the same and hand it to the Judge, who shall announce the result to the meeting. The count ballots. Judge shall thereupon issue to each person chosen a certificate, stating that, from the date of such meeting until the next issued by the annual election, unless removed under the provisions hereof, he is entitled to exercise and fill the office to which he is chosen ; and shall indorse upon, or annex to, said petition a report of the proceedings of said meeting; and an order, requiring that all books, papers, and all property and effects of said corporation be immediately delivered to the officers-elect, and shall sign the same and file it with the Clerk of his court; and thereafter any disobedience to said order may be punished as other contempts of court, and obedience thereto may be enforced by the court of said district. The District Judge shall preside at said meeting, and put to vote such proper motions as he may be requested to submit to the meeting. In deciding any controverted question that may arise, he shall have the power to administer oaths and take testimony, either orally or by ex parte affidavits. For all the services in these proceedings the County Clerk shall receive twenty dollars.-As amended, Stats. 1875, 68; 1881, 34.

Corporation

by failure to

State ex rel. Sears, et al., v. Wright, 10 Nev. 167; State ex rel
Rankin v. Leete, 16 Nev. 242.

807. SEC. 6. If it shall happen, at any time, that an elecnot dissolved tion of Trustees shall not be had on the day designated by the elect Trustees by-laws of the company, the corporation shall not for that reason be dissolved, but it shall be lawful, on any other day, to hold an election for Trustees, in such manner as shall be provided for in the by-laws of the company, and all acts of the Trustees shall be valid and binding on the company until their successors shall be elected. Whenever a majority of any newly elected Board of Trustees shall fail to qualify and file in the office Trustees fail of the company their oath of office, within thirty days from the

Duty of

officers when majority of

to qualify, etc.

Quorum.

First meeting

day of their election, it shall be the duty of any officer of the company upon the request of owners in said company representing not less than one-third of the capital stock of the corporation owned in the company, to call a meeting of the stockholders of said company, which meeting, when assembled, shall have power to elect Trustees to supply the place of those who have failed to qualify; but such Trustees may qualify and enter upon the duties of their office at any time after the said thirty days, if such meeting for a new election shall not have been called. As amended, Stats. 1866, 79.

808. SEC. 7. A majority of the whole number of Trustees shall form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board shall be valid as a corporate Act.

809. SEC. 8. The first meeting of the Trustees shall be called by a notice signed by one or more of the persons named Trustees in the certificate, setting forth the time and place of the meeting; which notice shall be either delivered personally

to each Trustee, or published at least twenty days in some newspaper of the county in which is the principal place of business of the corporation, or if no newspaper be published in the county, then in some newspaper nearest thereto in the state. 810. SEC. 9. Whenever the capital stock of any corpora- Transfer of tion is divided into shares, and certificates thereof are issued, stock. the stock of the company shall be deemed personal estate. Such shares may be transferred by indorsement and delivery of the certificate thereof, such indorsement being by the signature of the proprietor, or his or her attorney, or legal representative; but such transfer shall not be valid except between the parties thereto, until the same shall have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer. In all cases in which shares of stock in corporations now existing, or hereafter incorporated under any law of this state, are held or owned by a married woman, such shares may be transferred by her, her agent or attorney, without the signature of her husband, in the same manner as if such married woman were a femme sole.

All

dividends payable upon any shares of stock of a corporation held by a married woman, may be paid to such married woman, her agent, or attorney, in the same manner as if she were unmarried. And it shall not be necessary for her husband to join in receipt therefor; and any proxy or power given by a married Woman, touching any share of stock of any corporation owned by her, shall be valid and be binding, without the signature of her husband, the same as if she were unmarried.

811. SEC. 10. The stockholders of any corporation formed Powers of under this Act, may, in the by-laws of the company, prescribe Trustees. the times, manner, and amounts in which the payment of the

sums subscribed by them respectively shall be made; but in Assessments. case the same shall not be so prescribed, the Trustees shall have power to demand and call in from the stockholders the by them subscribed, at such times and in such manner, payments, or installments, as they may deem proper. In all cases, notice of each assessment shall be given to the stock-Notice.

sums

holders, personally or by publication, once a week for at least four weeks, in some newspaper published in the county in which the principal place of business of the company is located, and if none be published in such county, then in the newspaper nearest to said principal place of business in the state. If, after such notice has been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary Sale of shares by him, her, or them. The sale of said shares shall be made as prescribed in the by-laws of the company, but shall in all cases be made at the office of the company.

No sale shall be made

except at public auction, to the highest bidder, after a notice of Public four weeks published as above directed in this section; and at auction. such sale the person who shall pay the assessment, so due,

Stock held by executors.

Pledge of stocks.

Capital stock not to be

reduced, etc.

Proviso.

Debts not to exceed amount of

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.

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, Stats. 1866, 188.

815. SEC. 14. The total amount of debts of the corporation shall not at any time exceed the amount of capital stock stock paid in. actually paid in, and in case of an excess, the Trustees under

Trustees liable for excess.

Not to issue bills, etc.

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. It shall be the duty of the Trustees of every company incorporated under this Act to keep a book,

shall keep

members.

containing the names of all persons, alphabetically arranged, Trustees who are or shall become stockholders of the corporation, and book for showing the number of shares of stock held by them respect-names 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.

making false

entry.

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 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.

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