of corpora

fore formed.

articles in

office of

the subscribers to said articles are all known by one or the other of the said 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 Capital stock the denomination of one hundred dollars, the holders of the tions heretoSame 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 office of the Secretary of State, 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, rights of 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-evente 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.

State.

corporations.

be

Directors.

SEC. 4. The Directors named in the articles of Duty of association shall meet and organize as a board immediately' after their election, or within five days after, having received notice of such election given by the Treasurer, named and designated in the first section of this Act; and at the first meeting of the board, after each annual election of Directors, they shall elect from among their number a President and a Treasthey shall also elect a Secretary; who, and their successors in office, shall be officers of the company, and shall hold

officers.

Books of

subscription.

Meeting of

Election of 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, 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 capital 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. 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 constructed, for the election of Directors, to serve for the ensuing 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 which 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, as 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 next preceding such election; but no stockholder shall vote at any such election upon any stock, except such as he shall have owned for ten days. No person shall be a Director unless he shall be a stockholder, owning stock absolutely in his own right,

Election of
Directors.

Qualitica

tions of.

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.

office.

stockholders.

839. SEC. 6. Meetings of the stockholders may be called called at any time during the interval between the annual meetings meetings of 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.

how stock

may be

fare and

840. (SEC. 3.) The legislature shall from time to time, Legislature when it may deem proper, change the rates of fare and freight may change of all narrow gauge railroads constructed under the provisions freight. of this Act.-Amendment, Stats. 1871, 52.

officers.

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; provided, 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 election of by the by-laws of the company when it ought to have been

Directors.

Vice

President.

made, the company, for that reason, shall not be dissolved, if within ninety days thereafter they shall hold an election for Directors in such manner as shall be provided by the by-laws of the company. There shall also be a Vice-President of the company, should the Directors deem it necessary, to be chosen from the board, and, also, such subordinate officers as the company, by its by-laws, may designate, who need not, necessarily, be stockholders. The said officers shall be chosen at such times and for such terms, and the Directors may fix the comCompensa pensation of each, and they shall give such security for the faithful performance of the duties of their respective offices as the Directors shall require, or as may be established by the by-laws of the company; and any such officer may be removed from office by the Board of Directors, and the vacancy filled by said board for the remainder of the term of office; and the Directors of such company shall also have power to fill all vacancies in their own body, and of all officers of the company, occasioned by death, resignation, or any other cause whatever.

tion.

Vacancies:

Powers of
Directors.

Proviso.

Record of

debts.

843. SEC. 9. The Directors of any railroad company heretofore incorporated, or which may be incorporated hereafter, from and after its incorporation or organization, in pursuance of the provisions of this Act, or of any law now in force in this state, shall, for and on behalf of such company, manage the affairs thereof, make and execute contracts, of whatever nature or kind, fully and completely to carry out the objects and purposes of such corporation, in such way and manner as they may think proper, and exercise generally the corporate powers of such company; and such Directors shall also have full power to make such by-laws as they may think proper, and alter the same from time to time, for the transfer of the stock, and the management of the property and business of the company, of every description whatsoever, within the objects and purposes of such company, and for prescribing the duties of officers, artificers, and employes of said company, and for the appointment of all officers, and all else that by them may be deemed needful and proper, within the scope and power of said company; provided, that such by-laws shall not be inconsistent or in conflict with the laws of this state, or with the articles of association; provided, that such by-laws shall be approved by a majority of the stockholders, and shall not be inconsistent or in conflict with the laws of this state, or with the articles of association.

844. SEC. 10. The Directors shall also cause to be kept a corporation book, to be called "Record of Corporation Debts," in which the Secretary shall record all written contracts of the Directors, and a succinct statement of the debts of the company, the amount thereof, and with whom made, which book shall at all times be open to the inspection of any stockholder or party in interest. When any contract or debt shall be paid or discharged, the Secretary shall make a memorandum thereof in the margin, or in some convenient place in the record, where

Duties of
Secretary.

the same is recorded. No contract shall be binding upon the company unless made in writing.

to adjourning

845. SEC. 11. The Secretary of the corporation, who may Record of be elected by the Directors named in the articles of association, proceedings. and every succeeding Secretary elected during the continuance of said corporation, shall keep, in a book provided for that purpose, a correct record of the proceedings at each meeting of the company, as well as the Board of Directors; such record showing the name of each Director present at the opening of each meeting of the Board, and at what stage of the proceedings any Director, previously absent, may appear, and also at what stage of the proceedings any Director may obtain leave of absence. The records shall also show the name of each Director voting against any proposition, whenever any Director may require the same to be placed upon the record. Prior to the adjourn- To read ment of each meeting of the company, or of the Board of Direct-record prior ors, the record of the proceedings of such meeting shall be read and approved; and he shall also keep such other books as may be deemed necessary, or prescribed by the Directors, in which all the business transactions of the company shall be plainly and accurately kept; he shall keep a book to be labeled "Book of Stock holders," which shall contain the names of all persons, alphabetically arranged, who are, or shall have been, stockholders of said company, and showing their places of residence, if known, the number of shares of stock held by them respectively, the time when they respectively became the owners of such shares, the amount of cash actually paid to the company by them respectively for their stock, as also the time when they may have ceased to be stockholders; which book during the office hours of said Secretary, shall be open for the inspection of stockholders and creditors of the company and their personal representatives, at the office of said Secretary. There shall Further also be kept by the Secretary a transfer book, in which all transfers of stock shall be duly entered, and no transfer of stock of such company shall be valid for any purpose whatever, except as between the parties thereto, until it shall have been entered therein by an entry showing to and by whom transferred, the numbers and designation of the shares, and the date of, and duly attested by said Secretary, and said book shall be presumptive evidence of the facts therein stated.

duties of Secretary.

846. SEC. 12. The stock of such company shall be deemed Personal personal estate, and shall be transferable in the manner pro- stockholders. vided by the preceding section, and upon the book of the company, upon proper assignment and delivery to the assignee of the certificate of stock; but no share shall be transferable until all previous calls or installments thereon shall have been fully paid in. As amended, Stats. 1869, 89.

847.

SEC. 13.

It shall be lawful for the Directors of such Payment of subscription.

company to call in and demand from the stockholders the sums" by them subscribed, in equal installments of not more than ten per cent. per month, unless otherwise stipulated in the articles of subscription, at such times as they deem proper. Notice of Notice,