The Saint Paul globe., 1905-01-24

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of stock or other causes. The reouire-
ment Of an election by ballot is also new
:Ihere is no provision for filing vacancies
IN the board or for holding over IN case
| Gen. Stat. 1894. - -
Section %. relating to offices. is. almost
wholly new, but embodies the provisions
applicable to manufacturing, ETC., com
panies only of the Gen. Stat. of 1894 sec
ton 2Sll, extending to all corporations.
with additional requirements. ~
Some off1cers are prescribed absolutely
instead of leaving the matter to the cor
poration, as is done under the existif1S
law The requirements of an oath of Of
nee and of bond by the treasurer are
Voting at Corporate Elections
Sections "a %. relating to voting at cor
porate elections, are almost wholly new.
the existing law leaves such matters to
be regulated by the bylaws. he provis-
ION making proxy valid for only one
year applies at present to- railroad COM
panies only. The provision that stock
after its transfer on the books Is new.
and imposes on all corporations the rule
now enforced on some by closing the books
Section 20 providing for cumulative yet-
ing is new. "a
The last two sentences of section 26.
the issue of a certificate of stock ito a
pledge thereof, are new.
Section 27 provides that Transfer of
ord thereof in any way exempt The per-
son making it from any personal liabil-
ity, etc. This is absolutely new. The
shall not in, any way except the person
making such transfer from any liabif-
ties etc. The addition seems fntunaed
to limit any constitutional or statutory
liability Of stockholder to "a aaperiod 0f
one year after his transfer
Sections rs, 20, and 80, relating to the
corporation the provisions embodied in
the old law covering only corporations
empowered to take private property and
included in Gen. Stat - 1881 schspter dss
"a, title q The liability imposed is adj
ditional to the constitutional liability of
stock, is unlimited in amount, enforceable
against all his property and is incurred
among other things. by faiiurea-ofs the
to Organization and publicity; which may
be violated by mere inadyertence and
which the stockholder has means of
enforcing. The extension of provisions
so penal in character to all stock corpO-
rations is serious matter to stockhold-
erS IN the classes of corporations now
subjected to such liability. OF course it
is probable that the constitutional vexcep--
ton of stockholders In manufacturing
and mechan1eal companies from the con-
protect them from the operation of these
provisions; but that defense could only
De established by litigation - THE fact
tnat the law would probably be held ufi-
constitutional does not detracf from the
undeslrabieness of having it embodied in
the revision. n
Section s2 relating to, corporate recyL
ords, adds, "all corporate proceeHingss'
to the matters of which record Is re-
9ulred gSnr M oy Gen. Stat, 1884. SECTION
that records should be made.opf.e athstoeix
subscribed and transferred" and "all busf-
ness transactions Efs.y.-sr 81
Fees Paid to State =
By section Sc. relating to. fees paid To
the state, the fee of $50 on the first $50 600 !,
IS required on an increase of capital
stock, instead of $5 as required bv Cen
eral Statuees 1894 section 35gg.es tlifs
change chang entirely ignores the eonsiderati9g1
nrst $4,000 of the original .stoek- and
that the increase is a mere addition to
the original amount. There---is--slse--
change in the exemption OF Iocaf- -Tere-
phone companies, making it apply to
those, connecting towns or villages of
less than 10000 Inhabitants instead of a
der the old law
Section 81 provides for a certificate by
tne secretary of state to the incorpora-
ton, but it specifies the facts to be certi-
fed. instead of giving a form of certificate.
as IN General Statutes 1894 section 1884
II IL differs from that section also in MAX
stated therein only instead of evidence
of the. existence of such corporation. and
1t omits to- provide for a record of the
certificate, although such provision Is
ton 1894 '''s7
Sections ss, SO, 4o reproduce existing
provisions for meeting of stockholders or
members. with some changes. The words
published notice." used twice in section
80, are not accompanied by the specific
requirements as to time and place of +,
publlca tlon, contained in General Statutes
1884, sections 2S0S, 3408. The require
ment OF three weeks published notice of
every annual meeting. without which mo
business transacted at the meeting shall
De -effectual, appears to be new ,-4
Section 1876, Oh. GO, providing for notice
OF meetings of financial corporations, re-
qulres that at least thirty days prior-to
any annual, and at least ten days prior
TO any special meeting of it's stockholders
mailed notice shall be given to each stock
holder specifying the time, place and pur-
pose thereof; also copy of any geselil-
ton or proposition on which action is pro-
posed to be taken. This is new legisla-
tiQn.
Military Code
Chapter II of the Revised Laws con-
tanning the Military Code, has so many
changes that committee of the National
Guard association, after a careful exam
nation of the proposed revision. has
recommended that the code contained IN
the laws and regulations of the national
guard. published in 1904, be substituted
for this chapter II of the proposed. revised
statutes, with few exceptions.