The Superior times. [volume] (Superior, Wis.) 1870-1912, 1872-05-04

such other o1ncers as their artf 50 OF association
and bylaws may require who sh,ll hold their Off
ces one year, or until majority OF the stockhold-
/ ers choose others in their stead. The directors
ior ahe time bi 6e,ng snail nave power to fill any
! death, resignation or Otherwise for the current
! year.
Sec. 9. If shall SO happen that an election of
directors shall not take place at the annual meet
| ing, such corporation shall not be dissolved but
the election may be held at any time thereafter by
giving fifteen days notice OF the time ard place or
such election, in the same manner as provided in
! the six ii section OF this act.
Sec. 10. msjority of tie directors OF every
such corporation, convened according to the by
laws, shall constitute quorum for the transaction
| of business, and those holding a majority of the
stock shall constitute quorum at any meeting
OF the stockholders, and shall be capable of trans
acting any business hereat, except as herein 9TH
erwise provided and at all meetings of such stock
| holders each snare shall be entitled to one vote
stockholders may appear and vote in person or
by proxy duly filed with tAe secretary Of the com
| pany.
Sec. II. The directors may call in the sub-crip.
ton u the capital stock OF such corporation by H.
stalmens, in sucn proportion and at such times as
! they shal think proper, by giving such notice
thereof as the bylaws shall prescribe, and may
the corporation; or In case any stockholders shall
! neglect or refuse payment of any such instament
for Il space of sixty days after the same snail
ms We become due and payable, and after he shall
have been notified thereof, the stock of such reg
| lgens s.o-khoder may be sold by the directors at
public auction, giving at least thirty day s. notice
in some newspaper published at or nearest to the
place where the business of such corporation Is
transacted ard the proceeds of such sale shall be
first applied in payment of the iGstament called
for, and the expense attending the sale, and the
! residue shall be refunded to The owner thereof:
but If the proceeds of sucb sale shall not be suffi-
Gent to pay such lnstalmept and the expenses of
the sale, such delinquent stakeholder shall remain
liable to the corporation for such deficiency; such
sale shall entite the purchaser to all the rights of
a stakeholder to the extent of the shares so
bought.
Sec. H. Every such corporation shall, by their
saId name, have power to acquire and hold all such
lands tenements a. d hereditaments and all such
property OF every kind shall be necessary for tire
purposes of said corporOton and such other lands,
tenements and hereditaments es shall be taken in
payment OF security for debts due to such cor
poritiol or on contracts made with the same and
to manage, sell, mortgage and dispose of the
at pleasure.
Sec Il. The stock of every such corporation
shall be deemed personal property, and be trans
ferred only on the books of such corporation, in
such form ard under such limitations the by
laws shall prcscribe and such corporation shall at
all times have lien upon all the ock property
Of its members invested therein for all debts due
from them to such corporation.
Sec. Il. If any stock shall be transferred which
is not fully paid the corporation may, by agree
ment to be noted its stock book, discharge the
stakeholder making such transfer from liability
for the unpaid part of his stock subscription,
and accept that of the person to whom the stock
Is trause red in its place; but such discharge shall
not be valid as ainstthe claims OF creditors then
existing or which may be contracted within six
months thereafter except that the party to WHOM
the stock is transferred shall as to them lie pri
mariy liable therefor. No certificate of stock
shall be issued by any such corporation, except for
Sec Is. The books of every such corporation
| containing the stock subscriptions and accounts,
shall at all reasonable times be open for tho in
spection of any OF the stockholders; ard once in
each year, or as much oftener az the bylaws shall
provide, full statement of the accounts and La
| blities and assets of such corporation shall be
made by the direct )rs and laid before the stock
| holders.
! Sec. 10. No corporations formed under the pro-
visions of this act shall be authorized to do bust
ness until at least one-half OF its capital is duly
| subscribed, and twenty per cent thereof or sum
equal thereto Is actually paid in, and the stock
| holders then existing shall be personally liable
| for any obligation contracted in violation of this
! section.
Sec. H.. ANY creditor Of such corporation shall
! be entitled to be informed at any time, of the
amount of capital stock of such corporation sub
! scribed, and the amount paid in, ard who the
| stockholders are, and it is hereby made the duty
OF the officers OF the corporation to furnish him
| correct information thereof when requested.
Sec. IS. In actions by or for the benefit of cred
itors of any such corporation, against the stock
holders thereof to recover what may be due
| paid on the stock owned or subscribed for by
| them, such stockholders SHALL only be credited
with such sums as have been actually paid in in
money or its eo uivalent in valre, account of
| such stock, and lot with any dividend which may
have been declared and applied on such stock.
Of its specap sys a o
| that purpose, and with the Concurrence Of the
| owners O.. two-thirds of all the stock then out
capital stock OF any such corporation shall be
Withdrawn and refunded to the stockholders be-
fore tie payment of all debts of the corporation
| for which said stock would have been liable, the
stockholders shall be liable to any such creditors
J OF such corporation in an action founded on this
| act, 10 the amount of the sum refunded to them
respectively as aforesaid prODtded dtlUdyS, that
! If airy such stockholders shall be compelled by
any such action to pay the debts Of any creditor,
or any part thereof, he shall have the right by &C
ton, 10 call upon all the stockhol6e to whom any
part OF said stock has been refunded to contribute
their proportion of the sum paid by him as afore-
| said.
| Sec. 20. II the directors of any such corpora.
| ton shall declare and pay dividend when the
corpora; ion is insovent, any dividend the pay
ment OF which would render IL insolJent, knowing
such corporation TO De insolvent, or that such div
| idend would render it so, the directors asserting
the etc shall be Jointly and severaly liable in an
action founded On this act Tor all debts due fro a
| such corporation at the time Of such dividend.
! Sec. Il. ANY such corporation may, at any
meeting Of its stockholders especially called for
| that purpose. and with tie concurrence of TIE
| owners Ct two-thirds of all the stock then ont.
standing, by amendment OF its articles CT assoca-
ton, Increase the amounG OF It's capital stock,
| change its EaInt, modify enlarge the purposes
| for which it was formed, or in any other pect
| not inconsistent with TIE provisions of this act,
alter he terms of its organization. It shall be
the duty of the president and secretary of any
such corporation 20 rake certificate, t Ieir
Signatures snd over the seal OF the corporst On,
| stating the amendment and also the amount OF
capita! stock OF the corporation then outstanding,
and the vote by which the amendment was adopt
| eI, and cause such certificate 10 be fled aQd re-
corded In the Office of the secretary OF state,
and it shaI be the dui7 of
{ the governor and secretary of state, if it
appears from such certificate that the require
meats Of this section have been complied with
to issue 20 scch corporation n patent, sub
stantially in the form hereinbeore prescribed, re-
citing the filing OK an amendment to the srtlcles of
association and referring to such articles of asso.
c.ton thereby amended. Upon the fling O
! such certificate, and tie issuing of such new pa
tent, such corporation shall be autL orlzed to ex-
| RIGHTS ye in
| the articles of association thus amended.
| Sec. 20. Any corporation heretofore organized
under any special charter or general law of this
| state for any OF the purposes tor which corpora
! tons may be formed under this act, may anne n d
its charter or articles of association according
the provisions of the last section, IN Ike manner
| and with like effect corporations formed pur-
! slant to this act.
Sec. o. Any corporation organized under any
special charter general law OF this state for any
| of the purposes for which corporations may be
| formed under thi. act, may al a meeting OF The
stockholders specially called for that purpose, and
{ with the concurrence of the owners OF at least
| two thirds of the stock Then outstanding, abau-
I don its organization and organize under this act,
by the adoption of suitable articles of association
| aud such company shal have The right, in prefer
| ence to any other company, to assume the name
! by which IL was known under its former charter.
certificate OF such reorganization, of the arti-
clcs Of association and of their adoption, shall be
made, fled and recorded in like manner as is here
inbe!ore prescribed in case of amendment OF arti-
| Giles of ASSOCIATION, and patent shall issue to
such corporation upon its articles of association
If they appear to have been properly adopted and
such corporation shall be thereupon authorized 10
exercise all the rights and powers comprised with.
in such articles OF assocatson, under The provs-
ions OF this act.
! Sec. 2i. Any patent issued to aoy corDoration
pursuant to the provisions of this act. Or dupli
nnAn nor holI hn nnrR1 it-