Sivut kuvina
PDF
ePub

Ster

the

pi

the

e

of

rk

of its articles of incorporation and a certificate of the trustees that the preliminary requirements have been complied with, and from the time of such filing the removal shall be complete.1 But this act does not authorize the removal of the principal places of business out of the state.2 But it is elsewhere made lawful for mining corporations to have agencies without the state for the transfer of its stock, or the issuance thereof. The stock so transferred is required to have, in addition to the signatures of the president and secretary, the countersignature of the agent in charge of the transfer agency, and when the transfer is made the original certificate must be surrendered. The transfer agency may be regulated by bylaws made by the stockholders, and shall be under the control of the trustees.3

1 When publication is completed, and the directors have filed in the offices of the clerks of both counties, and in the office of secretary of state, certified copies of stockholders' consent, the notice of change, proof of publication, and certificate of removal, nothing more is required. [Civil code, § 585.]

2 Stat. 1863-64, p. 76.

3 Stat. 1863-64, p. 429; §§ 586, 587, Civil code.

§ 189. Assessment and sales for non-payment of stock of corporations generally.-Is provided for by statutes, which apply to all corporations. Section two of an act for that purpose, provides that no one assessment shall exceed five per cent. of the capital stock; that none shall be levied while previous assessments are unpaid in whole or in part, excepting when the powers of the corporation have been exhausted to enforce such collection, or the collection has been enjoined or otherwise legally restrained. Section three invalidates all levies not made with the concurrence of a majority of the board and entered on the corporate records. Section four requires the order of levy to specify the amount when, to whom, and where payable; the day when unpaid assessments shall become delinquent, not less than thirty nor more than sixty days from the date of the order; and a day for sale of delinquent stock, not less than fifteen nor more than sixty days, from date of delinquency. Section five gives the form of a notice which the secretary is to cause to be published on making the order, which notice contains the substance of the orders required to be made by the trustees. Section six requires the notice to be published weekly for four successive weeks in a daily or weekly paper, at the designated principal place of business, or nearest thereto, and also in some paper in the county where the works are situated, if there be any, and such works are in the United States; provided, that such notice may be personally served by copy with like effect. Sections seven and eight require the publication in the same papers of a notice of sale, giving the form of the notice, which embodies all the essentials of names, location of business, with the previous orders, etc., necessary to give full information of the proposed sale, and the particular shares to be sold. Section nine provides that the publication, if in a daily, shall be for ten days, exclusive of Sundays and holidays, and if in a weekly, two weeks, the first publication being fifteen days prior to sale. Section ten vests the corporation with full power to sell and transfer so much of the stock as is necessary to pay over-due assessments against the holders of the delinquent shares respectively, together with the costs of sale. Section eleven authorizes the secretary to make the sale pursuant to notice, provided the assessments and costs be not previously paid. Section twelve designates as the highest and best bidder, the one who pays the assessment for the smallest number of shares. Section thirteen provides that in the absence of a purchase for the amount of assessments and costs, the delinquent stock may be bid in by the company at such price as will square

[ocr errors][merged small][merged small][merged small][merged small][merged small][merged small][merged small]

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.1 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.

те

2 Stat. 1869-70, p. 229.

§ 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, р. 10..

§ 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

« EdellinenJatka »