Ottumwa tri-weekly courier., 1910-02-08
HOUSE PROMPTLY REFERS MEAS
URE TO JUDICIARY COMMITTEE,
BUT SENATE DELAYS REFER
ENcE ON OBJECTION.
CHANGES MADE
IN FINAL DRAFT
MEAsURE AS PRESENTED TO CON-
GRESS SHOWS RESULTS OF
FURTHER STUDY BY PRESIDENT
TAFT AND CABINET.

washington, H. ", rep. O. ne du-
ministration bill providing for the fed
eral incorporation of corporations was
presented in. both branches of con-
gress today. In the house the reference
of the bill to the judiciary committee
was made without objection, but in
the senate Newlands opposed the sec
ond reading Of the bill and gave no.
tice that tomorrow he would aok to
have it referred to the committee on
interstate commerce.
The final draft. an outline of which
follows, differs materially from the
earlier drafts and represents several
months Of study by the president and
his cabinet.
No corporation formed under the
terms of the proposed act will be per-
mitted to purchase, acquire or hold
stock in any other corporation, nor
could any corporation organized under
the act or under the laws of any state
or foreign country for the purpose Of
engaging in any like buoiness acquire
or hold the stock of a corporation
formed under this act, and no such
corporation would be permitted to
have banking powers.
Forfeitures of charter may result if
any corporation organized under the
act shall enter into any contra CT, corn :
binat1on or conspiracy against inter-
state or foreign trade or shall monop-'
olize any part thereof contrary to the
provisions of the Sherman act, or shall
otherwise violate the laws of the Unit
ed States. The charters of all corpor-
atfons are made subject to alteration,
suspension or appeal by congress, the
attorney general is given power to
bring forfeiture proceedings, and the
court may appoint receiver.
Must File Annual Report.
Annual reports must be filed with
the bureau Of corporations, and the
commissioner of the bureau may call
for special reports. Ten days after the
declaration Of any dividend a financial
statement showing the amount of net
earnings must be filed with the COM
missioner Of corporations.
At least a majority Of the directors
are required at all times to be citizens
of the United States and bona fiie res
idents therein.
Stock may be paid for in cash or in
property, but every certificate of stock
issued in payment for property must
state that it is SO issued and before
any stock Is SO issued full statement
sworn to by a majority of the board OF
directors must be filed in the burea u
of corporations. This statement must
describe the property and set forth the
price, the number of shares to be is
sued in payment therefor and whether
such shares are to have a par value or
not; the names and addresses of the
vendors of the property their connec-
tton, II any, with the company, the
terms of any agreement with respect
to the transfer of the property all
amounts paid or payable to each ven
dor, and II the vendors are directors of
the corporation or stockholders, a
statement Of the price paid r agreed
to be paid by them for the property to
be sold to the corporation.
Appraisement of Property.
Wnere the stock so to be issued has
a par value there must be filed an ap-
praisement of the value of the prop
erty, approved in writing by the com
missioner, who may also appoint other
appraisers. No stock with par value
may be issued in payment of property
acquired by the corporation to an
amount in par value exceeding the
value approved by the commissioner
after such appraisement
PROVISIONS are made for the ircrea Sc,
or decrease of the capital stock and
for other amendments to the articles
Of association by vote Of two thirds of
the stockholders rf the corporation. on
similar vote the corporation may bor-
row money, issue bonds and nlortga f.1
property or confer upon the holder of
any bond or obligation the right to
convert the PRINCIPAL, after five wears
IRON udlS Ol Ile DOHQS, into stock of
the corporation of a desgnated class
The approval of the commissioner
of corporations must be secured before
the capital stock can be increased 4.
the amount necessary to provide for
such conversion, and this right shall
not be given unless the bonds are is
sued or sold at par or upward, or II
for less than par then for not loss
than their reasonable market value. as
ascertained by the commissioner.
Examination of Corporation.
Whenever a cornoration shall fail to
pay any written obligation at matur-
ity, or if any execution against its
property shall be returned unsatisfed
the commissioner of corporations shal
appoint a special agent to examine in
to its condition. If this agent reports
that the corporations condition is SO
unsound as to make its continuance in
business contrary to public welfare the
commissioner may appoint a receiver
Within thirty days the corporation
may apply to the nearest United
States court to enjoin proceedings, and
the court may DISCHARGE the receiver
and enJoin the corporations interests
from further proceedings.