The Topeka state journal., 1898-12-23
IN HIS COMING REPORT
Secretary Bush Tells What the
Needs Are
In His Opinion, In the Way OF
Legislation.

| law SnOuIQ De passed not only TO correct
| abuses which now exist, but also to
bring more revenue into the state treas
ury. In his report Secretary Bush says:
kansas needs a new. corporation law.
( There are on file in this department up
wards of 21, 600 charters. OF this num-
Der about 1900 are of corporations for
| profit. By enforcing, so far as 1 could,
! the law requiring such corporations to
| make reports, I have succeeded to a
| large extent, in wedding out the dead
from the live corporations, and have
| completed the index and records so as
to give the information desired But the
law requiring that these reports shall
be made and the provisions for its en-
fOrcement, are both sadly inadequate.
THE fee for Incorporating in Kansas
is one dollar, whether it be a railroad
company with millions of capital stock,
a church to spread the gospel of peace,
or a club organized to evade the pro-
visions of the prOhibitOry law; and
when a charter, properly executed, is
received, it must be filed and recorded
by the secretary of state. No person
or board has authority to pass upon the
charter, and the result is that thousands
of corporations with millions of dollars
of capital stock Con paper) have been
chartered by the state, that never had
a dollar back of them or a valid reason
for being brought into existence, except
to swindle the public; and the state, by
issuing such charters, has been a party
10 the IfauQ. L WOulu recommend InaL
a new corporation law be passed en-
bOdying the following provisions:
THAT a charter board composed Of
the attorney general, bank commits
sioner and secretary of state. be created.
whose duty it shall be to examine and
pass upon all charters.
THAT the fee for chartering any cor
poration be $25, and one-tenth of
one per cent upon the capital stock.
This would effectually shut out snide
corporations, organized on wind, and
would create a revenue for the state
amounting to many thousands of dol
lars each year.
That the right of a corporation to do
business in this state be contingent
upon its filing an annual statement with
the secretary of state; he, upon receipt
of such statement, to issue a certificate
that the same has been received and is
on file in his office.
THAT such statement shall give the
authorized capital stock, the paid up
capital stock, the par value and the
market value per share of such stock,
a complete detailed statement of the
assets and liabilities and of the receipts
and disbursements for the year preced-
ing: a list Of the stockholders, with the
postoffice address of each and the num-
Der of shares held by each, and the
names and addresses of the officers and
manager for the ensuing year, with a
certificate of the time and manner such
election was held. That such reports
be made for the year ending July /. and
be returna BILE at this office on or before
the first day of August, and that such
statement be subscribed and sworn to
by the president and secretary or man
aging officer of the corporation. That
the fee for making a certificate that the
report of such corporation has been
made and is on file, be one dollar.
THAT charter be issued to any
corporation for profit until twenty per
cent of the authorized capital be paid
in cash or it's equivalent, and that the
charter board be authorized to demand
proof that such amount has been paid
in.
THAT an amendment to the charter
increasing the capital stock be granted
only when authorized by a vote repre-
senting twO-thirds of the paid up cap
ital stock at the annual stockholders
meeting, and that not less than thirty
days notice of such proposed change be
given to each stOckhOlder. That the fee
for making and filing such amendment
be one dollar and one-tenth of one per
cent upon the amount of increase au-
thOrized.
THAT the enforcement of the double
liability clause must be made for the
benefit of all the creditors of the cor
pOratiOn and not for a favored few;
in other words, that the double liability
be treated as an asset of the corpora
ton
Corporations organized under the
laws of other states or sOvereignties,
except railroad, insurance and banking
institutions, which are already pro-
Vided for. should be permitted to do
business in this state only after filing
with the secretary OF state a certified
copy of their charter and paying the
same fees and conforming, in all re-
spects, to all the laws governing home
corporations; and before the secretary
of state issue a certificate authorizing
them to do business in this state the
charter should be submitted to and
favorably passed upon by the charter
board Further, each such corporation
should be compelled to designate the
secretary of state as their local repre-
sentative upon whom service by sum-
mons could be made, notice by him to
the officers named in the last annual re-
port, or if no report has been filed then
to the officers or directors named in the
charter should be deemed legal and
valid service.
Upon the wilful failure of any cor
pOration to comply with the provisions
Of the laws of this state, it should be
made the duty of the attorney general,
upon being notified by the secretary OF
state of such failure, to commence pro-
ceedings against such corporation to
wind up its affairs, anG that a receiver
be appointed to collect it's assets, pay
its Indebtedness and distribute the bal
ance of the assets, after paying costs
and expenses among its stockholders.
THAT any corporation organized un-
der the laws of this state, which for
three successive years, fails to make
the statements required by law, or fails
to elect its officers or to transact busi-
ness, shall, by such non-actiOn, cease
to have any legal existence.
THAT any corporation organized un-
der the laws of any other state, but
whose business is principally within this
state, shall not be permitted to con-
tinue in business longer than one year
without incorporating under the laws
| of this state"
Secretary Bush also recommends that
| building and loan associations be placed