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accounts, and thereafter shall remain non-assessable and
non-dividend-paying while it is the property of the com-
pany. Corporate stock so held shall be subject to the
disposition of the stockholders, under the by-laws, or by
a vote of a majority of the remaining share-holders.
Section fourteen provides that an extension of times or
dates may be made for notices, etc., not to exceed thirty
days, by order of the trustees and publication of the ex-
tension with the notice; but there can be but one such
extension. Section fifteen holds the assessment valid,
notwithstanding subsequent errors or omissions; but in
case of such error invalidates all proceedings subsequent
to the levy. Section sixteen renders the maintenance
of an action to recover stock sold, where the ground of
recovery is defect or irregularity in the levy, notice, or
sale, to depend upon a tender of all sums paid, with in-
terest, and the bringing of the action within six months
after the sale. Section seventeen repeals prior conflicting
statutes, with a saving clause covering proceedings already
commenced. An act, supplementary to the foregoing,
supplies the evidence of publication and sale. The affidavit
of the printer, his foreman, or principal clerk, is prima
facie evidence of the former, and the affidavit of the secre-
tary or other auctioneers of the latter, including the time
and place of sale, the quantity and description, to whom,
at what price, and the payment of the purchase money.
Such affidavits shall be filed with the company, and cer-
tified copies are to be taken as true, correct, and admissi-
ble in evidence in all courts as the originals would be.
The certificate of the secretary, under the seal of the
corporation, dispenses with primary proof of the official
character or genuineness of the secretary's signature.2

1 Stat. 1865-66, p. 458. This act also expressly repeals an act of April 14, 1864, which was, for the most part, re-enacted by the repealing act. See Stat. 1863-64, p. 402.

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$ 190. Amendments of articles of association-Or certificate of incorporation.-By a majority vote of the board of trustees, and by the written assent or approving vote of two-thirds of the stockholders, and the filing of such amended articles or certificate, shall clothe the company with the same powers as though the amendments had been embodied in the original articles or certificate. The following provisos are made: That the time of the existence of the corporation shall not be extended; that the original and amended articles shall contain all that the law requires; that defects in the original shall not be cured by the amendment; that in the absence of written assent by all the stockholders the intention to amend shall be advertised for sixty days in a paper published at the principal place of business, and the written protest of one dissenting stockholder may prevent the adoption of the amendment; and that nothing in the act shall authorize a diminution of capital stock.1

1 Stat. 1869-70, p. 107.

§ 191. Removal of officers of corporations-Is provided for. On a petition of a majority of the stockholders, to the judge of the county of the principal place of business, in which the number of shares of each shall be verified by each owner thereof, said judge issues notice to the stockholders, of a meeting to be held for that purpose not less than five nor more than ten days from the first publication of the notice, giving the time and place of meeting in the county, and the object of the meeting. The notice shall be published daily in one or more papers of the county for at least five days before the meeting. After an organization of the meeting by those claiming shares, electing president and secretary, no one shall take part in the further proceedings but those proved to

be stockholders. One hour from the appointed time is given the stockholders to assemble, when it appearing that holders of less than one-half the stock are present, the meeting shall stand dissolved. A vote of the holders of two-thirds of the capital stock, the board will be required to furnish a detailed statement of the affairs of the company, its business and property. If the holders of more than two-thirds of the shares are present, they shall proceed to vote, and if the holders of a majority of all the stock favor the removal of one or more of the officers, they shall be deposed and the meeting shall proceed to elect their successors. Upon a verified report of such election the county judge shall issue certificates to the newly elected officers, with an order that the proper books, papers and effects pertaining to their offices shall be surrendered to them. The certificate and order shall be recorded by the county clerk3.

1 Amended April 1, 1876, to read “the majority.”
2 Amended April 1, 1876, to read "a majority."
3 Stat. 1871-72, p. 443.

$192. Protection of stockholders in mining corporations.-The secretary is required to produce the books of the company for examination by the holder of stock of the par value of $500, during business hours of every day, excepting Sundays and legal holidays, and on demand of such stockholder balance the books up to the end of each month, and make out a balance sheet. And on or before the tenth day of January and July of each year prepare a statement of the transactions of the company for the preceding six months, with a full description of the company's property. This statement shall be open to the inspection of such stockholder. All demands for inspection, etc., shall be made at the principal office. Such stockholder shall at all business or working hours of the day be privileged to inspect the workings of the

mine, surface or underground, upon presenting his ce tificate of stock, and it is made the duty of all office managers, agents and superintendents to allow su inspection. The violation of any of the foregoing pr visions subjects the trustees to a fine of two hundre dollars, costs and expenses of the stockholder in travelin to and from the property, to be recovered by the sufferin stockholder in any court of competent jurisdiction, eithe of the county of the principal place of business or wher the mine is situated1.

1 Stat. 1873-74, p. 866. For general corporation law, see civil cod §§ 283-403.

§ 193. Mining partnerships.-Following are the pro visions of the civil code:1 Section 2511. A mining partner ship exists when two or more persons, who own or acquir a mining claim for the purpose of working it and extracting the mineral therefrom, actually engage in working the same. Section 2512. An express agreement to become partners, or to share the profits and losses of mining is not necessary to the formation or existence of a mining partnership. The relation arises from the ownership of shares or interests in the mine and working the same for the purpose of extracting the minerals therefrom. Section 2513. A member of a mining partnership shares in the profits and losses thereof in the proportion which the interest or share he owns in the mine bears to the whole partnership capital, or whole number of shares. Section 2514. Each member of a mining partnership has a lien on the partnership property for the debts due the creditors thereof, and for money advanced by him for its use. This lien exists, notwithstanding there is an agreement among the partners that it must not. Section 2515. The mining ground owned and worked by partners in mining, whether purchased with partnership funds or not, is partnership

property. Section 2516. One of the partners in a mining partnership may convey his interest in the mine and business without dissolving the partnership. The purchaser, from the date of his purchase becomes a member of the partnership. Section 2517. A purchaser of an interest in the mining ground of a mining partnership takes it subject to the liens existing in favor of the partners for debts due all creditors thereof, or advances made for the benefit of the partnership, unless he purchased in good faith, for a valuable consideration, without notice of such lien. Section 2518. A purchaser of an interest of a partner in a mine, when the partnership is engaged in working it, takes with notice of all liens resulting from the relation of the partners to each other and to the creditors of the partnership. Section 2519. No member of a mining partnership or other agent, or manager thereof can, by a contract in writing, bind the partnership, except by express authority derived from the members thereof. Section 2520. The decision of the members owning a majority of the shares or interests in a mining partnership, binds it in the conduct of its business. An act concerning partnerships for mining purposes, approved April 4, 1864,2 provided for the sale of the partner's interest, who failed to pay assessments, on account of expenses and outlays incurred under partnership contract, something after the manner of sales of delinquent stock by corporations, notice, personal or by publication, the former to residents and the latter to non-residents, for thirty days, if personal and four months if by publication, the assessment being sixty days overdue, was all that was required to authorize the sale by the copartners of the delinquent's interest. By a later and more comprehensive and searching statute, this was repealed. And it is enacted in Section one of the repealing act, that two or more owners, occupants or locators, or persons associated together

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