Daily Kennebec journal. [microfilm reel] (Augusta, Me.) 1870-1975, 1910-02-07

Washington, Feb. 6.-The long an
ticipatod federal Incorporation bill to
en1bo " the recommendations made in
his special message by President Taft
viii be introduced in Congress tomor-
row probably ny Senator Clark Of Wy
or;ing, ard Rep Parker of New Jersey,
chairman Of respectively the Senate
and House committees on judiciary.
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 corporations formed under the
terms of the proposed act will De per-
mited TO purchase, acquire or hold
stock in any other corporations; nor
could any corporation organized under
the act or under the laws of any state
for the purpose or engaged in any
like business acquire or hold stock Of
a corporation formed under this act:
and no such corporation would be per-
m:tted to have banking powers.
Forfeiture of charter may result if
any corporation organized under the
act shall enter into any contract or
spiracy against interstate or foreign
trade or commerce or shall mOnopolze
or attempt to monopolize any part
thereof contrary to the provisions of
the Sherman act or shall otherwise
violate the laws of the United States
The charters of all corporations are
made subject to alteration. Suspension
or repeal by Congress. The attorney
general is given power to bring for
feture proceedings and the court may
appoint a receiver.
Annual reports must be filed with the
bureau of corporations and the commits
sioner 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 commissioner of corpor-
atoms. At least a majority of the di-
rectors of the corporation are required at
all times to be citizens of the United
States and bona fide residents therein
Stock may he paid for in cash or in
property. but every certificate of stock
issued in payment for property must con-
tain a statement that it is SO issued and
before any stock is SO issued a full state
ment, sworn to by majority of the board
of directors. must be filed in the bureau
of corporations, setting forth a full de-
scription 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 property.
the statement of their connection, If any.
with the company; the terms OF any
agreement, verbal or written, with respect
to the transfer of the property full de-
tails as to price. all amounts paid or to
be paid to each vendor, and if the VEN
doris are directors of the corporation or
stockholders, a statement of the price
paid or agreed to be paid by them for
the property to be sold to the corpora
ton, and where the stock to be issued for
such payment has par value, there must
be filed in the bureau of corporations an
appraisement of the value of the property
by two disinterested appraisers, approved
in writing by the commissioner, who may
also appoint other appraisers.
No stock with a par value may be is
sued in payment of property purchased
or 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 increase OF
decrease of the capital stock of a cor
poration and for other amendments to the
articles of association by vote of two
thirds of the stockholders of the corpora
ton. On similar vote the corporation may
borrow money. issue bonds and mortgage
property or 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 a 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 con-
version, and this right shall not be given
unless the bonds are issued or sold at
par or upwards, or if less than par, then
for not less tuan their reasonable mar
ket value as ascertained by the commits
sioner.
Whenever a corporation shall fail to
pay any written obligation at maturity.
or if any execution against its property
shall be returned unsatisfied. the commits
sioner of corporations shall appoint a
special agent to examine into its condi-
ton. If this agent reports that the cor
poration's condition is so unsound as to
make its continuance in business contra
ry to public welfare, the commissioner
may appoint a receiver with the usual
powers of chancery receivers. Within 30
days the corporation may apply to the
nearest United States court to enioin
proceedings and the court may discharge