The Ogden standard. [volume] (Ogden City, Utah) 1902-1910, 1910-02-07

ticipated federal incorporation bill to
em6ody the recommendations made
In his special message by President
Taft, was introduced in congress to-
day by Senator Clark Of Wyoming and
Rep Parker of New Jersey. chairman
respectively Of the senate and house
committee on judiciary.
In the house reference to the ju-
dietary committee was made without
objection, but In the senate. Senator
Newlands opposed the second reading,
and gave notice that on tomorrow he
would ask to have 1t referred to the
committee on interstate commerce.
Mr.. Clark stated that the measure
involved legal points which only the
Judiciary committee could deal with
properly.
The final draft. an outline, of which
follows. differs materially from tho
early drafts and represents several
months OF study by the President and
his cabinet
No corporation formed under the
terms OF tho proposed act will be-
permitted to purchase, acquire or hold
stock In any other corporation; nor
could any corporation organized un-
der the act. or the laws of any state
or foreign country for the purpose of
any like business, acquire or hold the
stock OF a corporation formed under
this act. and no such corporation
would be permitted to have banking
powers.
Forfeiture OF charter may result II
any corporation organized under tho
act entcTS into any contract OF COM
binaton OF engage in any conspiracy
against Interstate or foreign trade
OF commerce or shall monopolize or
attempt TO monopolize eny part there
OF. contrary to the Sherman act or
shall otherwise violate the laws of
the United States
The charters OF all corporations are
mode subject 10 alterations, suspen-
sion or repeal by congress
+ Annual reports must be filed with
the bureau Of corporations. and tho
commissioner of the bureau may call
for special reports. Ten days after
the declaration of any dividend I'm
ancial 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 flde residents therein
Stock may be paid for in cash or IN
property, but every certificate OF stock
issued in payment for property must
contain statement that 1t is so is
sued, and. before any stock Is so Is
sued, full statement must be filed
setting forth full description Of the
property, the number Of shares to be
issued In payment therefor and wheth-
er such shares are to have par value
or not. the names and addresses OF
the vendors Of the property. the state
ment OF their connections with the
company. the terms Of any agree
ment with respect to the transfer of
the property, full details as TO price,
all amounts paid or TO be paid to each
vendor and, II the vendors are direc-
tors OF the corporation OF stockhold-
ers. a statement of the price paid or
agreed TO be paid. Where the stock
to be Issued for such payment has
par value, there must be filed In the
bureau OF corporations an appraise-
ment OF the value OF the property by
two disinterested appraisers. approx
ed In writing by the commissioner,
who may also appoint othcr apprais-
ers.
No stock with par value may be
issued In payment or property acquir-
ed by the corporation to an amount in
par value exceeding the vnlue ap-
proved by the commissioner after
such appraisement,
Provisions are made for tho increase
or decrease OF the capital stock of a
corporation and for other amendments
to tho articles Of association by vote
of two-thirds of the stockholders of
the corporation. On similar vote. tho
corporation may borrow money, Issue
bonds and mortgage property or con-
fer upon those of any bond or obliga-
tion the right to convert the pripci-
pal effective five years from date OF
bonds, into stock Of the corporation
OF a designated class.
The approval OF the commissioner
OF corporations must be secured be-
fore the capital stock can he fncreas-
ed to the amount necessary 10 pro-
vide for such conversion and this
right shall not be given until the
bonds are issued or sold at par or
upwards or II for less than par. then
for not less than their reasonable
market valuo as ascertained by the
commissioner.
Whenever corporation shall fall
TO pay any written obligation at ma
turity. or II any execution against the
property shall be returned unsatisfled.
the commissioners of corporations
shall appoint a special agent to ex-
amino into It's condition. II this
agrees tho reports OF the corporations
condition are so unsound as to make
its continuance In business contrary
TO public welfare the commissioner
may appoint receiver.
Within 30 days the corporation may
apply 10 the nearest United States
court TO enjoin proceedings and the
court may discharge the receiver aud
enjoin the corporations interests from
further proceedings
The real and personal property OF
corporations arc TO be subject To state.
county and municipal tax. In cor
poration fees are to be paid amount
Ing to one-tenth Of ono per cent of
the total capital mp TO sl7,ooo, 600;