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64

To authorize consolidation-notice..

To be held in State-special provisions for cer-

tain corporations

Voting by fiduciaries.

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To be stated in certificate...

NEW CERTIFICATES--See sub-topic, "Certificates of

Stock."

NON-STOCK CORPORATIONS-

Consolidation

Membership

NOTICES See sub-title, "Meetings."

Objects or purposes of incorporation to be set out in
certificate

OFFICE, PRINCIPAL-To be named in charter.

OFFICERS-

Fraudulent issuance of statement of company's
financial condition by.....

Same person may fill more than one office....

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19 66

.Dec.

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Of foreign corporation failing to file certificate. 23 93-4 117-8

ORDINARY BUSINESS CORPORATION-

Definition

Taxation

Organization Tax-See "Taxation."

{

Par value of shares shall be named in charter.....
Shares may be issued without any par value...
Perpetual succession, corporation to have right of..
Pleading, in equity corporation need not use seal....
Pooling Agreements-See sub-title "Voting Trust.".
Police Right of certain corporations to have private
police, see "Police."

POWERS OF CORPORATION—

Generally to have perpetual succession, sue and
be sued, have seal and transact its business
within and without the State, and usual
powers of a corporation....

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23 88A-F 109

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CORPORATIONS:

Powers of Corporation-Continued.

To acquie and hold property, subject to re-
striction of right of acquisition by religious
or for religious purposes..

To borrow money and contract indebtedness.
To have perpetual succession....

To hold stocks and bonds of other corporations..
To issue bonds and to mortgage its property
under conditions....

POWERS OF DIRECTORS-See also sub-title "Directors."
Includes all powers of corporations except those
reserved by law, charter or by-laws...

Powers of executive committee....
PREFERRED STOCK-See sub-title, "Capital Stock."
President, every corporation to have a............
PRINCIPAL OFFICE-

Of domestic corporations, index of locations to
be kept by State Tax Commission..
To be named in charter....

PROCESS-

By publication in equity proceedings.....
Corporation may be sued in county where prin-
cipal office is located, or where it regularly
transacts business, or in local action where
subject matter lies..

In criminal cases...

On express and telegraph companies.
On foreign corporations....

....

Service may be had by attachment in chancery
when no officer, etc., a resident.
Service may be had on president, vice-president,
secretary, treasurer, etc...

Sufficient to designate company by name by
which it is commonly known.

When corporation is surety suit may be brought
where bond filed.....

Proof of accounts, and of foreign debts and other in-

struments-See "Evidence."

Property, may be issued in payment for stock under
conditions

Provisos and saving clauses.

Purpose of incorporation...

Purposes or objects of incorporation to be stated in
charter

RECEIVERS

Not to institute suit, except by order of Court..
To enforce stockholders liability....

When company makes assignment, or adjudicated
insolvent receiver to take possession.....

Reduction of capital stock permitted on vote of stock-
holders

RELIGIOUS

ations."

CORPORATIONS-See

"Religious Corpor-

Reports, directors, managers, trustees to make an-
nual statement

See, as to reports, the topics to the several special
classes of corporations.

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RESIDENT AGENT-

Foreign corporations doing business here shall

maintain one

Domestic corporations must have..

Resident corporation when treated as non-resident..
SALE OF PROPERTY AND FRANCHISES-

Corporation may sell its property as an entirety
with franchises

Under decree Court transfers same to purchaser
with the same rights and privileges, etc....

Saving clauses and provisos.....

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Seal of corporation may be altered form time to time 23
Secretary, the corporation shall have a......
Secretary of State is one party with whom to record
the certificate ....

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State Tax Commissioner-See "Taxation."
Statement of affairs of corporation right of stock-

holders to..

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STOCK-See "Uniform Stock Transfer Provisions."

See also sub-topics, "Capital Stock," Certificate of
Stock."

Stock book, right of inspection....

STOCKHOLDERS-See also sub-topics "Dissolution."
"Meetings," "Voting."

STATE APPROPRIATIONS--

No State appropriation to corporations for build-
ing without mortgage to State to cover ap-
appropriation

Definition

Dissolution of corporation shall not relieve stock-

holders from liability.....

Execution and right of transfer.

Inspection of statements and books.
Liability of stockholders...

Liability of stockholders of safe deposit, trust
and loan companies, saving clause.
Liability of fiduciaries.

Loan to....

Meetings of stockholders shall be held annually..
Meeting may be held at other intervals upon de-
mand of stockholders or board of directors..
Meetings of stockholders may be held at intervals
upon call of president.

Quorum at meetings..

Right to have statement of affairs of corporation
Right to inspect books of corporation and stock
book

Right to vote.

Stockholders' right in insolvent corporation to
plead defenses for corporation..

Waiver of notice of meetings....

When meetings of stockholders at intervals are
called, requisite notice shall be given......

SUBSCRIPTIONS-See sub-topics-"Calls."

Stock," "Stockholders."

"Capital

Calls for same may be made by directors....

Suits by and against corporation; see sub-topic, "Pro-
cess."

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CORPORATIONS:

Taxes, see title, "Taxation."

Telegraph and Telephone Companies, see "Telegraph
and Telephone Companies."

Transfer of Shares-See "Uniform Stock Transfer
Act."

Transfer of Stock of Decedent-See "Decedent's Es-
tate."

Unorganized Companies-Charters, when presumed
surrendered-payment of taxes and franchise (
tax-renewal of corporate rights.....

USURY-

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Preferred stock dividends may be more than 6
per cent.

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Can not be set up by corporation as a defense.. 23 100A 121
Vacancies shall be filled as subscribers by by-laws...
Vice-president may be provided for by by-laws.....
VOTING-

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By administrators and other fiduciaries.....
Corporation can not vote its own stock except....
Cumulative voting may be provided for by by-laws 23
Each stockholder shall be entitled to one vote for
each share.

Hypothecated stock.

If there be no election of directors on day desig-
nated election may be held on another day,
all directors holding over until successors
chosen and qualified....

Increase stock shall not be voted until paid...
May be by proxy...

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No proxy shall be dated more than three months
prior to meeting, unless on its face it is ex-
pressly stated to be for a longer period.... 23
Pledger treated as owner.

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67

Pooling Agreements-See sub-topic "Voting Trust."
Shares shall not be voted if installments remain
unpaid

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To amend charter-what vote required..........
VOTING TRUST—

Stockholders may provide for same, not to exceed
five years, agreements to be filed with corpor-
ation

Wages of employes of certain classes of corporations
to be paid semi-monthly...

Waiver of Notices of Meetings-See sub-topic "Meet-
ings."

COSTS:

Allowance of cost of bond as part of court
costs

COUNTIES:

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Publication of laws authorizing the contraction of
certain debts-certificate required.........

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7 445

CRIMES:

BARRATRY-

Corporations or voluntary associations not to act
as attorney at law.....

BILLS OF LADING-

Issuance of, without possession of goods.....
Violation of agreement by warehouseman and
other issues of receipts-penalty....

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Coaches-See sub-topic, "Common Carriers," "Pas-
sengers of Railroads."

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Assignment of seats..

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ART. SEC. PAGE
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27 400 424

27 402 425

Electric companies' employees required to
designate seats, etc., when line extends

more than twenty miles from a city.... 27 398 424
Exception to application of law to nurses or

valets

No discirmination as to quality of
venience

27 403 425

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Power to assign and penalty for breach....
Refusal of conductor to comply-penalty.......
Separate for white and colored.
Passengers of Railroads-Coaches:

Conductors' and manager's power to assign

seats to white and colored passengers..
Definition of compartment and substantial S
partition, exception in certain counties
Enforcement of law...

Exception to application of law to

ployees, nurses and others..

No discrimination in quality or

dation

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Separate compartments for white and

colored

Passengers of Steamboat Companies-Locations:
Compartments, to assign separate locations..
Duty to provide separate toilet or retiring
rooms, and sleeping cabins.....

Penalty for refusal of captain to assign...
Refusal of passenger to occupy location-
penalty

Separate for white and colored.

CORPORATIONS-

Compensation-Charge of more than legal rate of

interest a misdemeanor...

Officer or agent fraudulently issuing statement for
public or shareholder..

Process

Refusal of certain public service corporations to

pay employees at least twice a month......
Embezzlement by insurance agent or broker..

FRAUD

Bills of lading, issuance without possession of
goods

396 423
27 394 422

23 124 165

27 148 414

27 728-9 428-9

23 123 164

27 113 415

27 131 415

False statements of financial condition of cor-

27 184 417

poration

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