The Providence news. (Providence [R.I.]) 1891-1906, 1893-07-08
CHAPTER l.aoo.
Passed May rs. 1893. }

1t is enacted by the General Assembly as fol-
SECTION l. ANY three or more persons of
lawful age who shall associate by written arti-
cles, which shall express
l. Their agreement TO constitute q corpora
tion;
q The name by which Il shall be known.
which shall be one which cannot be confound-
ed with the title Of a partnership. and which
name is not then In use by any existing corpo-
ration in the state;
3. The purpose for which it Is constituted;
T. The town or towns, city or cities. In which
IL Is TO be located;
the capital stock, and whether common or pre-
ferred, and how much of each, and the num-
Der of shares that each person is to take, and
the par value of such shares and. IL preferred,
the advantages thereof over the common stock
shall, upon complying with the requirements
hereinafter provided, be and become corpo-
ration for the transaction of any lawful busi-
ness In this state or out of this state excepting
the business of any railroad company, turn
pike company, or any other company which
shall need TO possess the right TO take or
condemn lands or other property under the
power Of eminent domain, or to acquire fran
chises In the streets or highways Of towns or
cities, and also excepting the business of insur-
ance, OF banks and banking corporations, saw
ings banks, trust companies, or any other cor
poration trading la bonds, notes, or other evi-
dences of Indebtedness: Provided. that in case
the corporation is formed for carrying on such
lawful business as is not above excepted, out
Of the state, one Of the directors shall always
be resident of this state.
SEC. q Such agreement shall be signed by
all the corporators therein named. who shall
also state their residences against their names
and shall be acknowledged In the same man.
ner as deeds of real estate within this state are
required TO be acknowledged, and shall be filed
In the office OF the secretary Of state, together
with q certificate OF the general treasurer that
the fee required by law has been paid and the
secretary Of state Is thereupon authorized to
issue certificate of the fact OF such fling
Upon compliance with the foregoing require
ments, such association shah be authorized to
Transact business as corporation, with the
powers and subject to the duties and obliga-
tions provided by laws then In force or by any
amendments thereof.
SEC. 3. Copies of such agreements, or of any
amendments thereof, and the fact of their be-
ing filed in the Office Of the secretary of state
and the date of such filing, certified by the
SECRETARY of state, shall be received in evidence
before any court, tribunal or authority.
SEC. 4. No corporation TO carry on the busi-
ness of insurance or banking, no bank, savings
hank, trust company, or corporation trading in
bonds. notes or other evidences Of Indebtedness,
shall be created except on petition to the gen.
eral assembly and under such charter as IL
may prescribe after public hearing held In at
least one house Of the general assembly on such
notice as such house may prescribe.
SEC. s. All kinds of corporations not herein
before or otherwise provided for shall be cre-
ated by special act on petition therefor, and
nothing in this Chapter contained shall pre-
vent the creation of any business corporation
by the general assembly under special charter
on petition therefor.
SEC. 8. Whenever q corporation Is created
under this general law, by articles of associa-
ton, and more capital Is necessary or desirable
than the amount prescribed In the articles of
association as provided In sections one and two
OF this Chapter, such articles may be amended
and the amount of capital increased, by cer-
tifcate, signed and acknowledged by the own
ers Of three-quarters Of the stock for the time
being, fixing the amount Of capital required;
which certificate shall set forth the amounts
and kinds Of stock and the par value thereof,
and the advantages of the preferred, If any,
over the common stock, and shall be filed in
the Office Of the secretary Of state with the
original articles of association.
SEC. 7. Any articles of incorporation provid-
ed for in sections one and two Of this Chapter
may provide, II desired, that tho corporation
shall have lien on shares for assessments or
other Indebtedness Of the shareholders due to
the corporation: and II deemed advisable, may
give the corporation the right, In case of sale
Of stock by any stockholder, to purchase said
stock at the lowest price at which he Is willing
to sell. before the same shall be sold by him 10
any other party, and may prescribe the time
within which tho corporation must exercise
said right.
SEC. g. The first meeting of the persons who
associate themselves together as provided In
section one of this act shall be called by notice
signed by one or more Of the subscribers to such
agreement, stating the time, place and purpose
of the meeting, copy Of which notice shall,
seven days ut least before the day appointed
for the meeting, be given to each subscriber or
left at his usual place of business or place of
residence, or deposited in the post Office, post
age prepaid, and addressed to him at his usual
place of business or residence, but such notice
shall not be necessary IL all the subscribers
shall waive the same In writing. Whoever
gives such notice shall make affidavit of his
doings, which shall be recorded in the records
of the corporation.
SEC. 8. At such first meeting, including any
necessary or reasonable adjournment an or
ganization shall be effected by the choice Of
temporary chairman and a temporary clerk,
who shall be sworn, and by the adoption of
bylaws, and the election by ballot of directors,
treasurer, secretary and such other officers as
the bylaws may provide; but at such first
meeting no person shall he eligible as a di-
rector who has not signed the agreement of
association. The temporary clerk shall make
an attested record of the proceedings until the
secretary has been chosen and sworn, includ-
ing record of such choice and qualification.
SEC. 10. The president treasurer, and q ma
jority of the directors shall forthwith make,
sign, and swear to q certificate setting forth a
true copy of the agreement of association, with
the names of the subscribers thereto. the date
of the first meeting, and the successive ad-
tournaments thereof, II any. and shall submit
such certificate, and also the records Of the
corporation, TO the secretary Of state, who shall
Immediately transmit to the general treasurer
n certificate setting forth the amount of cap
ital stock authorized by such certificate Of Or
ganization. On receiving from the general
treasurer certificate that said corporation has
paid into the treasury for the use Of the state
the sum of one hundred dollars, or II the cap
ital stock of said corporation be more than one
hundred thousand dollars, the sum of one
tenth Of one per centum Of such authorized
capital stock, the secretary of state shall cause
the said certificate of organization to be record
ed in his Office. and shall thereupon issue cer-
tifcate, under the seal Of the state, in the fol-
lowing form, viz:
STATE OF RHODE ISLAND, ETC.
BE IL known that whereas (here the names of
the original subscribers shall be insertedD have
formally associated themselves with the inten-