Santa Fe new Mexican. [volume] (Santa Fe, N.M.) 1898-1951, 1910-02-07
INCORPORATION
BILL INTRODUCED
Senator Clark of Wyoming
Presented 1t in the
u. S. Senate
REP. PARKER IN THE HOUSE
Newlands Opposed Reference of
the Measure to the Committee
on Judiciary.

Washington, D. c., Feb. The adj
ministration bill providing for the fed
eral Incorporation of corporations en-
gagged in interstate commerce. was
presented to both branches of Con-
gress today. Senator Clark of Wyo-
ming, introduced the bill in the SEN
ate and Representative Parker of New
Jersey in the House They are chair
men respectively of the Senate and
House committees of judiciary. In the
Senate, Senator Newlands opposed
reference to the committee on judi
ciary. He gave motive that tomorrow
he would move to refer it TO the COM
mlttee of interstate commerce.
No corporation formed under the
terms of the proposed act will be per-
mitted to purchase, acquire or hold
stock in any other corporation organ
lied under the act. or the laws of any
state or foreign country for the pur-
pose of any like business, acquire or
hold the stock of corporation form
ed under this act; and no such corpor-
alton would be permitted to have
banking powers. Forfeiture of char
ter may result if any corporation or
ganized under the act enters into any
contract or combination or engages in
any conspiracy against interstate or
foreign trade or commerce or shall
monopOlize Or attempt to monopoIize
any part thereof, contrary to the
Sherman act, or shall otherwise vio-
late the laws of the United States.
The charters of all corporations are
made subject to alteration suspension
Or repeal by Congress.
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 f.
nancial statement showing the amount
of net earnings must be filed with the
commissioner of corporations.
At least a majority of the directors
of the corporations are required at all
times to be citizens of the United
States and bona fide residents thereof
Stock may be paid for in cash or in
property but every certificate of stock
issued in payment for property must
contain statement that it is so is
sued and, before any stock is so is
sued, full statement must be filed
setting forth a full description of the
property, the number of shares to be
issued in payment therefor and
whether such shares are to have a
par value or not; the names and ad-
dresses of the vendors of the proper
ty. the statement of their connection
with the company; the terms of any
agreement with respect to the trans
fer of the property; full details as to
price; all amounts paid or to be paid
to each vendor; and if the vendors are
directors of the corporation or stock
holders, statement of the price paid
or agreed to be paid by them for the
property to be sold to the corporation.
Where the stock to be issued for such
a payment has par value there must
be filed in the bureau of corporations
an appraisement of the value of the
property by two disinterested apprais-
ers approved in writing by the COM
mission who may also appoint other
appraisers.
No stock with a par value may be
issued in payment of property acquir-
ed by the corporation to an amount
in par value exceeding the value ap-
proved by the commissioner after
such appraisement.
Provisions Made.
Provisions are made for the in
crease Or decrease of the capital stock
of corporation and further amend
ments in the articles of association
by vote of two-thirds of the stock
holders of the corporation On similar
vote the corporation may borrow
money, issue bonds and mortgage
property to confer upon the holder of
any bond or obligation the right to
convert the principal, after five years
from date of the bonds, into stock of
the corporation of designated class.
The approval of the commissioner
of corporations must be secured before
the capital stock can be increased to
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 upwards, or if
for less than par, then for not less
than their reasonable market value as
ascertained by the commissioner.
Whenever a corporation shall fail
to pay any written obligation at ma
turity or If any execution against it's
property shall be returned unsatisied,
the commissioner of corporations