approved and confirmed and assured to said corporation with like effect and to all intents and purposes as if the same had been originally acquired through incorporation under this act; provided, however, that any corporation thus re-incorporating hereunder shall be subject to all the contracts, duties and obligations theretofore resting upon the corporation whose charter or certificate of incorporation is thus surrendered or to which said corporation shall then be in any way liable.

§ 83. Terms Defined.

The terms "Principal Office," "Principal Place of Business, and "Principal Office in this State," wherever used in this act, shall be construed as referring to the office maintained in this state as required by sections 78 and 79, and as synonymous terms; "Articles of Incorporation" and "Certificate of Incorporation" shall also be construed as synonymous terms; "Trustees" and "Directors,' "also shall be construed as synonymous terms wherever used in this act; the singular number shall include the plural, and the plural shall include the singular, and general terms and powers given herein shall not be restricted by the use of special terms, or be held to be restricted by any grant of special powers herein contained.

§ 84. Rights of Married Women With Respect to Stock.

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, authorized by writing, without the signature of her husband, in the same manner as if such married woman were a single woman. 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, or owned by her, shall be valid and be binding without the signature of her husband, the same as if she were unmarried.

§ 85. Seal.

The seal of a corporation shall contain its corporate name and date when incorporated, which date shall be that of the issuance of the certificate by the secretary of state, as required by this act. A departure from this provision shall not invalidate any corporate act otherwise valid, and the impression of the

corporate seal on paper without wax or adhesive substance shall be a valid seal.

§ 86. Lien of Employees.

Whenever any corporation, formed under the provisions of this act, or any prior act, shall become insolvent, or be dissolved in any way or for any cause, the employees doing labor or service, of whatever character, in the regular employ of such corporation, shall have a lien upon the assets thereof for the amount of wages due to them, not exceeding two months' wages, respectively, which shall be paid prior to any other debt or debts of said corporation; but the word "employees" shall not be construed to include any of the officers of such corporation. § 87. Corporate Securities Owned by Nonresidents not Taxable. No stock or bonds, or other securities, issued by any corporation organized under this act, shall be taxed by this state. when the same shall be owned by nonresidents of this state, or by foreign corporations.

§ 88. Certain Sections Applicable to Consolidations.

The provisions of sections 39, 40, 41, 42, 43, and 44 of this act shall apply to consolidations between domestic corporations, and, also, between a domestic corporation and a foreign corporation, and subject to the provisions of the foregoing sections, where such consolidation is effected between a domestic corporation and a foreign corporation, the consolidation agreement may provide that the consolidated corporation shall be subject to all the terms and provisions of this act as if such consolidated corporation were organized directly under and pursuant to the provisions of this act.

§ 89. Change of Principal Place of Business.

Whenever any corporation created under the terms and provisions of this act desires to change the location within this state of its principal place of business, such change may be effected in the following manner, to wit:

The board of directors of such corporation shall adopt a resolution reciting the change in the location of the principal place of business of such corporation within this state, and they shall file a copy of said resolution, certified by the president and secretary, or vice-president and assistant secretary of such corporation, in the office of the secretary of state and in the office of the county clerk of the county wherein such principal place of business of

such corporation is located, and from and after the time of the filing of such copies of such resolution, such change shall be effected.

§ 90. Constitutionality of Act.

If any part or parts of this act shall be declared to be unconstitutional, the other parts thereof shall not thereby be affected or impaired.

§ 91. Rights, Privileges and Powers of Corporations.

Any corporation organized under the provisions of this act shall have all the rights, privileges and powers hereby conferred, and shall also have such rights, privileges and powers as may be conferred upon corporations by any existing law, and may at any time exercise such rights, privileges and powers, when not inconsistent with the provisions of this act, or with the purposes and objects for which such corporation is organized.

§ 92. Consent to Meeting Without Notice; Waiver.

The by-laws may also provide that whenever all parties entitled to vote at any meeting, whether of directors or trustees, stockholders or members, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and that such consent or approval of members, stockholders or creditors may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Whenever any notice whatever is required to be given under the provisions of this act, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

§ 93. Renewal of Charters; Certificate.

Any corporation existing under the laws of this state may, at any time before the expiration of the time limited for its existence, procure a renewal of its charter for any period, together with all the rights, franchises, privileges, and immunities, and subject to all its existing debts, duties, and liabilities, secured or imposed by its then existing charter, by filing a certificate of its president and secretary, duly sworn or affirmed to by such officers before any person authorized by the laws of this state to administer oaths or affirmations, with the secretary of state, which certificate must be authorized by two-thirds in interest of the stock in writing, or by a resolution to that effect, and shall set forth:

1. The name of the corporation, which shall be the existing name of said corporation at the time of such renewal.

2. The name of the city, town, or place within the county in which its principal office or place of business is located in this state.

3. The date when such renewal is to commence, which date shall be prior to the date of the expiration of the charter desired to be renewed, whether or not such renewal is to be perpetual, and, if not perpetual, the time for which such renewal is to continue.

4. That the corporation desiring to renew, and so renewing its charter, is duly organized and carrying on the business authorized by its existing charter, and desires to renew or continue its existence under and pursuant to and subject to the provisions of this act.

§ 94. Certificate to be Filed in County Where Principal Office is Located.

Such certificate for the renewal and continuance of the existence of any such corporation shall be filed in the office of the secretary of state, who shall furnish a certified copy of the same under his hand and seal of office; said certified copy shall be filed and recorded in the office of the clerk of the county in which the principal office of said corporation is located in this state, in a book kept for that purpose, or in the book provided for recording original articles pursuant to section 3 of this act; and said certificate or a certified copy thereof duly certified under the hand of the secretary of state and his seal of office, accompanied with the certificate of the clerk of the county wherein the same is recorded, under his hand and seal of his office, stating that it has been recorded, the record of the same in the office of the clerk aforesaid, or a copy of said record

duly certified by the aforesaid clerk shall be evidence in all courts of law and equity of this state.

§ 95. Existing Corporations to have Benefits of Act.

Any corporation now existing or hereafter incorporated desiring to renew, extend, or continue its corporate existence, shall, upon complying with the provisions of this act, be, and continue for the time stated in its certificate of renewal, a corporation, and shall, in addition to the rights, privileges, and immunities conferred by its original charter, possess and enjoy all the benefits of this act, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this act imposed on such corporations.

§ 96. When Act to Take Effect.

This act shall take effect and be in force from and after March 31, 1925.

DOMESTIC CORPORATION LAW OF 1903

(Approved March 16, 1903; Stats. 1903, 121; Revised Laws 1913, §§ 1105 to 1215. First section numbers are those of the Revised Laws and second numbers those of the act of 1903.)

§ 1105. Purposes for Which Corporations may be Formed.

Section 1. Any number of persons, not less than three, may associate to establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose under the provisions of and subject to the requirements of this act, as hereinafter provided; except to carry on within this state, an insurance business or that of a surety company, or that of a railroad company other than a street railroad.

§ 1106. Corporation to Operate Out of State.

Sec. 2. Notwithstanding the exceptions in the preceding section of this act, a corporation may be incorporated under this act to transact the business of an insurance company, life, fire, marine, or accident, or other form of insurance or of a surety company or of a railroad company, or for other cognate or other like purposes, to operate wholly without this state, and may unite the powers to conduct such business without this state with any powers which it is authorized to exercise without or within this state; provided, such corporation do not infringe the laws