Bismarck daily tribune. [volume] (Bismarck, Dakota [N.D.]) 1881-1916, 1914-09-24

next to nothing paid in. A claSSifl-
cation CT corporations and a schedule
of ratios of capital stock paid in. in
accordance with such classification.
would be necessary. The annual cor
poration report should state both the
authorized capital stock and the &C
tual paid in capital. Severe penalties
should be imposed for false report
ing. aMs
Liquidation of Cancelled Corporations
The legislature should provide a
means whereby the business affairs
of organizations, whose charters
have been cancelled through failure to
file corporation reports, may be prop
erly %liquidated. 1t seems that the
present statutes do not contemplate
that the cancellation of the charter OF
an organization means a dissolution
within the meaning of Section 425l
Of the 1905 code.
Filing Of Bylaws.
Corporations should be required to
file a certified copy Of their bylaws
with this department. At the pres
ent time the statutes do not make
the filing of bylaws mandatory ex-
cept in the case of foreign corpora
tions. Section 4201 of the 1905 codes
as amended by chapter 104 of the ses-
sion laws of 1911, provides for the
adoption of a code of bylaws, but
fails to provide for the filing of such
bylaws. All amendments or altera-
tions of such bylaws should be certi-
fled to by the officers Of the corpora
ton and filed with this department.
Certified Copy Of Articles.
Corporations chartered by this de-
partment should be required to keep
on file a copy of their articles of in
corporation, prepared and certified to
by the secretary of state, at the ex-
pense of the corporation. All amend
ments, can then be logically and rea-
sonably prepared. All alterations or
changes should be likewise taken
care of. t~l s~a
Misrepresentation.
Corporations using a different name
than the one authorized by this de.
partment should be fined. Extreme
cases should require the forfeiture OF
the corporate charter. Corporations
should also be required to keep the
department advised as to their post
office address if different from the
corporate headquarters as set out in
the articles of Incorporation.
Summary Of Recommendations.
!. Chapter g. of the Session Laws
of 1909 should be SO changed as to
clearly enunciate the principles OF
cooperation. The distribution OF
profits upon a patronage basis should
be provided for. The statutes should
also provide that only those associa-
lions or corporations which transact
cooperative business may use the
word, cooperative" in their corpor-
ate name.
2. Section 41S6 of the Code Of 1905
as well as chapter ga of the laws of
1903, should be so amended as to
clearly indicate what corporations
may be. termed profit-making corpor-
ations.
8. Chapter 1877 of the laws of 1911
governing foreign corporations should
be made more comprehensive. The
distinction between corporations
%transacting interstate business and
corporations 'transacting interstate
business should be clearly defined.
Attention is also directed to chapter
100 of the Session laws of 1913, pro-
viding for the supervision of invest
ment companies.
4. Section 4173, 41S6 and 41sS OF
the 1905 Code should be amended
SO as to- provide for a statement as
to the amount of capital stock actu-
ally paid in. Attention is particularly
directed to Section 4 of Chapter 81 OF
the Session Laws of 1909.
s.. So that corporations, whose
charters have been cancelled for fail
,ire to file annual report, may have
their business properly liquidated,
Section 4231 Of the Code should be
amended. Attention is directed to