due, 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.

Every corporation in this state shall also have the power, whenever at any assessment sale of the stock of said corporation no person will take the stock and pay the assessment, or amount unpaid and due thereon and costs, to purchase such stock and hold the same for the benefit of the corporation. All purchases of its own stock by any corporation in this state which have been previously made at assessment sales whereat outside parties have failed to bid, and which purchases were for the amount of assessments due, and costs or otherwise, shall be held valid, and as vesting the legal title to the same in said corporation. The stock so purchased shall be held subject to the control of the remaining stockholders, who may make such disposition of the same as they may deem fit. Whenever any portion of the capital stock of any corporation is held by the said corporation by purchase or otherwise, a majority of the remaining shares of stock in said corporation shall be held to be a majority of the shares of the stock in said incorporated company, for all purposes of election or voting on any question before a stockholders' meeting. See annotations to corporation law of 1903, Rev. Laws, § 1132, infra. p. 902.

§ 75. Unlawful Dividends and Distributions of Capital; Liability of Directors.

The directors of a corporation shall not make dividends except as provided in section 26 hereof nor shall they divide, withdraw or in any way pay to the stockholders or any of them any part of the capital of the corporation or decrease its capital except as provided by this act; in case of any wilful or negligent 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 upon the minutes of the meeting of the directors at the time, or who not then being present, shall have caused their dissent therefrom to be entered on learning of such action, shall jointly and severally be liable at any time within three years after each such violation, to the corporation, and in the event of its dissolution or insolvency, to its creditors, or any of them, to the full amount of the dividend made or of any loss sustained by the corporation by reason of such withdrawal, divisions or decreases of capital.

§ 76. Liability for False Certificate, Report, or Notice.

If any certificate or report made or public notice given by the officers or directors of a corporation shall be false or fraudulent in any material representation, the officers and directors knowingly and intentionally signing the same shall jointly and severally be personally liable to any person who has become a creditor or stockholder of the corporation upon the faith of any such material representation therein to the amount of the debt contracted upon the faith thereof if not paid when due, or the damage sustained by any purchaser of or subscriber to its stock upon the faith thereof. The liability imposed by this section shall exist in all cases where the contents of any such certificate, report or notice of any material representation therein shall have been communicated either directly or indirectly to the person so becoming a creditor or stockholder and he became such creditor or stockholder upon the faith thereof. No action can be maintained for a cause of action created by this section unless brought within two years from the time the certificate, report or public notice shall have been made or given by the officers or directors of such corporation.

§ 77. Fees of Secretary of State.

On filing any certificate of incorporation, or other paper relating to corporations, in the office of the secretary of state, the following fees and taxes shall be paid to the secretary of state for the use of the state: For certificates of incorporation, ten cents for each one thousand dollars of par value of stock authorized, or, in the case of shares without nominal or par value, ten cents for each one thousand shares authorized, but in no case less than twenty-five dollars; and whenever there shall be filed with the secretary of state a certificate amending a certificate of incorporation by increasing the authorized number of shares or the par value of shares, the secretary of state shall demand and receive for the use of the state ten cents on each one thousand dollars par value of such increase, or, in the case of shares without nominal or par value, ten cents for each additional one thousand shares so authorized, but in no case less than twenty-five dollars; and when two or more corporations shall consolidate, he shall demand and receive for the use of the state ten cents on each one thousand dollars of par value of stock having par value authorized beyond the total authorized par value of the stock of the corporations consolidated, and ten cents for each one thousand shares of stock without nominal or par value authorized beyond the total number of authorized shares without nominal or par value of the corporations con

solidated, but in no case less than twenty-five dollars. In all cases where the par value of stock of a corporation, as authorized by its certificate of incorporation, or an amendment thereof, shall exceed one million dollars, the fees to be paid to the secretary of state for the use of the state shall be at the rate of five cents on each one thousand dollars of par value in excess of one million dollars; extension or renewal of corporate existence of any corporation, one-fourth of that required for the original certificate or articles of incorporation by this act; dissolution of corporation, change of nature of business, amended articles or certificate of incorporation or organization (other than those authorizing increase of capital stock), decrease of capital stock, the increase or decrease of par value of, or the number of shares, twenty dollars; for filing list of officers and directors, or trustees, and name of agent in charge of principal office, five dollars; notice of removal of principal place of business, other than by amendment, five dollars; for comparing any document to be certified, when copy thereof is furnished, if any corrections are required to be made therein before certifying thereto, twenty cents for each folio of one hundred words of said document so compared; for certifying to articles of incorporation, where copy is furnished, five dollars; for certifying to copy of amendment to articles of incorporation, where copy is furnished, five dollars; for certifying to authorized printed copy of the general corporation law, as compiled by the secretary of state, five dollars; for all certificates not hereby provided for, five dollars; provided, that no fees shall be required to be paid by any religious or charitable society, or educational association having no capital stock; and provided further, that foreign corporations shall pay the same fees to the secretary of state as are required to be paid by corporations organized under the laws of this state.

§ 78. Resident Agent; Certificate; Authority.

Every corporation shall have a resident agent, who may be either an individual or a corporation, resident of or located in this state, in charge of its principal office. Every such resident agent shall, within ten days after acceptance of an appointment as such, file a certificate thereof in the office of the secretary of state, and a certified copy of such certificate in the office of the county clerk of the county in which the principal office of the corporation in this state shall be located. The resident agent may be any bank, or banking corporation, or other corporation located and doing business in this state, and any such bank and any such corporation acting as such resident agent, shall have authority:

1. To act as the fiscal or transfer agent of any state, municipality, body politic, or corporation, and in such capacity, to receive and disburse money.

2. To transfer, register and countersign certificates of stock, bonds, or other evidences of indebtedness, and to act as agent of any corporation, foreign or domestic, for any purpose, now or hereafter required by statute, or otherwise.

3. To act as trustee under any mortgage or bond issued by any municipality, body politic, or corporation, and to accept and execute any other municipal or corporate trust not inconsistent with the laws of this state.

4. To receive and manage any sinking fund of any corporation, upon such terms as may be agreed upon between said corporation and those dealing with it.

§ 79. Display of Corporate Name-Maintaining Office; Penalty. Every corporation organized under this act shall have and maintain in a conspicuous place on its principal office, in letters sufficiently large to be easily read, the corporate name of such corporation, and every such corporation that shall fail or refuse to comply with the requirements of section 78 and of this section, for a period of thirty days, or shall fail to maintain such office, or fail to have a competent agent in charge thereof, shall be subject to a fine of not less than one hundred dollars nor more than five hundred dollars, to be recovered, with costs, by the state, before any court of competent jurisdiction, by action at law, to be prosecuted by the attorney general or by the district. attorney of the county in which such action or proceeding to recover such fine is prosecuted.

§ 80. Copies of Certificate or Articles and By-laws to be on File in Principal Office; Stock Ledger; Right to Inspect Ledger. Every corporation shall keep at its principal office in this state a certified copy of its certificate of incorporation or articles of incorporation, and a certified copy of its by-laws, and all amendments thereto, and shall also keep and maintain a stock ledger, or a duplicate stock ledger, revised semi-annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporations, showing their places of residence, if known, and the number of shares of stock held by them. respectively. Such stock ledger, or duplicate thereof, shall be open daily, except Sundays and holidays, during at least two business hours, for inspection by any judgment creditor of the corporation, or by any stockholder of such corporation, and persons who are so entitled to inspect such stock ledger, or the

duplicate thereof, may make extracts therefrom. Every corporation that shall neglect or refuse to keep said stock ledger, or duplicate copy thereof open for inspection, as in this section required, shall forfeit to the state the sum of twenty-five dollars for every day of such neglect or refusal. If any officer or agent of any such corporation shall wilfully neglect or refuse to make any proper entry in such stock ledger, or duplicate copy thereof, or shall neglect or refuse to exhibit any such stock ledger, or duplicate thereof, upon demand by a person entitled to inspect the same, or shall refuse to permit extracts to be taken therefrom, as provided in this section, such corporation and such officer or agent shall each forfeit and pay to the party injured all damages resulting to him therefrom. It shall be a defense, however, to any action for penalties under this section that the person suing therefor has at any time sold, or offered for sale, any list of stockholders of such corporation, or any other corporation, or has aided or abetted any person in procuring any such stock list for any such purpose. Nothing herein contained, however, shall be deemed or construed to in anywise impair the power or jurisdiction of any court to compel the production for examination of the books of a corporation in any proper case.

§ 81. Service of Process.

In any action commenced against any corporation, in any court of this state, service of process shall be made in the manner provided by law for the service of civil process.

§ 82. Existing Corporations may Re-incorporate Under Act.

Any corporation organized and existing under the laws of this state on the date on which this act becomes effective, may re-incorporate under this act, either under the same or a different name, by filing with the secretary of state a certificate executed by its president and attested by its secretary under the corporate seal and duly authorized by a meeting of the stockholders called for that purpose, setting forth the statements required in an original certificate of incorporation by section 4 hereof, and in addition, surrendering the existing charter of certificate of incorporation of the corporation, and accepting the provisions of this act, Upon the filing thereof, said corporation shall be deemed to be incorporated hereunder and shall be entitled to and be possessed of all the privileges, franchises and powers as if originally incorporated under this act; and all the properties, rights and privileges theretofore belonging to said. corporation, which were acquired by gift, grant, conveyance, assignment or otherwise shall be and the same are hereby ratified,