may be forfeited for failure to bring books into state, 82.
void for failure to pay taxes, 158.

may be renewed, 161.

of foreign corporation to be filed here, 123.

See also Certificate of Incorporation.

Claims against insolvent corporations may be tried by jury, III.
Classes of stock, 40.

Classification of directors, 28.

by terms, 28.
stock, 28.

Collateral security, transfer of stock for, 46.

voting on stock pledged as, 71.

Commencement of corporate existence, 26.

business, amount of capital, 18.

Common and preferred stock, may be issued, 40.

"Common" and "general" stock are synonymous, 41.
Common seal, power to make and alter, 1.
Compensation of officers and agents, I.

receivers, 116.

Compromise with creditors, corporation may, 2.

Comptroller to report to governor list of corporations in arrears for

taxes, 158.

corporation inadvertently reported by, how mistake cor-
rected, 160.

Condemnation of lands, not authorized under this act, 14.

shares authorized in certain cases, 131.

Consolidation of corporations, 128-134.

See also Merger.

Constitution of companies, 13.

provisions of state, respecting corporations, XXVII.

Construction companies may take bonds, stock, etc., for labor, 92.
Contracts, corporate, how signed by officers, 34.

unauthorized, repudiation of, 33.
Conversion of preferred stock into bonds, 43, 44.
bonds into common stock, 44, 45.

Conveyance of property, power to make, 1, 16.

after insolvency, void, 99.

Corporate existence begins on filing certificate, 26.

continuance of, 18, 95.

continued for winding up business, 95.

may be extended, 54, 140, 141.

perpetual, unless limited in charter, I.

funds; see Treasurer.

name, 17, 20, 143.

business may be relinquished, 58.

rights and franchises may be surrendered, 64.

[The numbers refer to pages.]

County Clerk, certificate of, authenticating notary's signature, 25.
Creditors' remedy against stockholders for unpaid subscriptions, 49
bill, 49.

limitation of time for proof of claim, 110.

claims to be on oath, III.

Cumulative voting, 67.

D.

Debts, holders of stock not fully paid liable for, 49.

officers and stockholders paying may recover, 122.

property mortgaged for, may be acquired, 1.

to be first paid out of company's property before resort had to
stockholders or officers, 122.

officers liable for, for not filing certificate, 52.

making loans to officers and stockhold-

ers, 88.

paying dividends not earned, 59.
false certificate, 94.

Declaration, service of, on corporation, 119.

Decrease of capital stock, 59.

par value of stock, 54.

De facto corporations, 26.

officers, 34.

Delinquent taxpayers, 157, 158.

Devise of property to corporation, 1.

Directors, annual report by, 77.

alteration of number of, by by-laws, 2.

ceasing to be bona fide stockholders, cease to be directors, 73-
candidates for office, cannot be judges, etc., of election, 67.

chosen annually, unless otherwise provided in charter, 28.
classification of, 28, 32.

dissent from dividend not earned, 59, 60.

election, regulations concerning, 36.

increase of number, 2, 36.

judgment of, as to value of property purchased conclusive, 89.

making reduction of capital, 59.

liability for declaring dividends not earned, 59.

making reduction of capital, 59.

not making and publishing decrease of capital, 59.
displaying name at principal office, 86.

producing books and list at election, 64.

enforced by action on the case, 121, 122.

bill in chancery, 121, 122.

Directors (Cont'd)—

[The numbers refer to pages.]

limitations on powers of, 18, 24.
list of, to be filed annually, 78.

on dissolution, 61.

may meet out of this state, 81, 83.

must act as board, 29.

be bona fide stockholders, 73.

call meeting of stockholders when company is insol-

vent, 99.

not sell property after or in contemplation of insol-

vency, 99, 100.

neglecting to present list of stockholders, ineligible to election,
64, 65.

number to be not less than three, 28.

number to be fixed and altered by by-laws, 2.

one to be a resident of state, 28.

paying debts, may recover, 122.

property of, not to be sold until remedy against company ex-

hausted, 122.

power to mortgage property, 4.

power to contract with company, 29, 30.

qualification of, 73.

residence of, 28.

term of no class of, to exceed five years, 28.

to be trustees on dissolution, 95.

to declare dividends, 87.

to manage business of corporations, 28.

vacancy filled as provided in by-laws, 36.
votes of, to be recorded, 32, 33.

See also Elections.

Dissent of director to improper dividend, 59, 60.

Dissenting shares, condemnation of, in certain cases on consolidation, 131.
Dissolution, powers as to, 61-64.

by incorporators, 64.

proceedings for, 61, 64.

by legislature, 12.

certificate of, to be published, 61.

not caused by failure to elect directors, 75.

directors to be trustees for winding up on, 95.

ways of, 5, 6, 61.

disposition of proceeds on, 97.

powers of trustees on, 96.

corporate existence continued after, for winding up, 95.

chancellor has jurisdiction, 96.

receiver, 96.

Dissolution (Cont'd) -

[The numbers refer to pages.]

rights of preferred stockholders on, 43, 117.

does not abate actions, 97.

list of directors and officers to be filed on, 61.

affidavit to be filed, 61, 62.

copy, decree of, to be filed with secretary of state, 98.
state taxes must be paid before, 147.

Distribution of proceeds of dissolved corporation, 97.
insolvent corporation, 117.

Dividends to be made only from profits or surplus, 59.
declared are debts due stockholders, 87, 88.
time of making, 87.

on preferred stock may be made cumulative, 41.
and common stock, 40, 41.

suits to enforce declaration of, 87.

Duration of corporate existence to be stated, 18, 23.

E.

Easements, corporation may grant, 4.

Elections, to be held annually, 28.

first, 36, 37.

regulations concerning, 64-67.

books, only evidence of right to vote at, 64, 65.
to be by ballot, 66.

inspectors, of, 67, 74.

list of shareholders to be made and shown at, 64.

investigation of complaints as to, by supreme court, 75, 76.

new elections may be ordered, 75, 76.

chancellor, 76, 77.

not held on proper day may be held afterwards, 75.
failure to hold does not work forfeiture, 75.

stock belonging to company not to be voted on, 72.

Eminent Domain, company requiring power of, not authorized, 13, 14.
Employees' wages to be paid every two weeks, 145.

Entries in books as evidence, effect of, 85, 86.

Errors in certificate of incorporation may be cured by amendment, 146.
Evidence, books as, 64, 74, 85, 86.

of right to vote, 64, 65.

insolvency, 100, 103.

certificate of incorporation or copy, 24, 25.

Execution against corporation, proceedings, 98.

shares of stock may be sold on, 148.

may be satisfied from debts due corporation, 98.

Executive Committee, power of directors to delegate powers to, 32.

[The numbers refer to pages.]

Executive Power of corporations in board of directors, 28.
Executors and trustees may vote, 71.

Exemptions from payment of franchise taxes, 151-154.

Existence, corporate, beginning, duration, etc., 25.

continuance after expiration of charter, 95.
Extension of corporate existence, 54, 140, 141.

Factors, appointment of, 36.

F.

False certificate, officers making, liable for debts, 94.

statement to state board of assessors, penalty for, 156.
Fees and Taxes for filing certificates, etc., 138, 139.

not required to be paid by religious and charitable asso-
ciations, 139.

Filing certificates of incorporation, 24, 25.

regulations as to, certain certificates, etc., 80, 81.

First meeting, how called, 36, 37.

Foreign corporations, how sued, 119, 120.

process against, 119.

appointment of agent of, 123, 124, 126.

attachments against, 127.

cannot contain action until certificate of authority
is obtained, 126.

domestic corporation may be agent of, 123, 124.
how authorized to do business here, 123-125.
may hold and mortgage lands here, 122, 123.

must comply with law before engaging in business,
123, 126.

penalty against, for failure to comply with law, 126.
service of prerogative writ against, 128.
enforcement of writ, 128.

subject to provisions of this act, 123.

to file charter and statement before doing business

here, 123, 124.

retaliation for taxes, etc., by other states, 127.
receivers of, 105.

Foreign state, business may be conducted in, 15, 81.

corporation may hold property in, 15.

Forfeiture of charter for not bringing books into state, 81.

non-payment of taxes, 158.

Formation of companies under this act, 13.

Forms, see Precedents. See Index to Precedents, p. 223.
Founders' shares, 43.