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CHAPTER XI.

CORPORATIONS.

An Act amending section 232 of chapter 2, title 5 of the

compiled laws of the territory of New Mexico.

Number of directors.

Be it enacted by the Legislative Assembly of the Territory

of New Mexico:

SECTION. 1. That section 232 of chapter 2 title 5, of the compiled laws of the territory of New Mexico be and the same is hereby amended to read as follows. It shall be lawful for any debating society, literary, scientific, industrial or benevolent association or communnity, acequias or ditch associations or companies for mutual benefit and not for pecuniary profit or speculation (other than colleges, universities, academies or seminaries) to elect at any meeting called for that purpose, not less than three nor more than seven persons to serve as trustees or directors, a secretary and treasurer and such other officers as may be deemed necessary who shall hold their offices for one year and until their successors are elected and qualified. Said corporation or association may have a common seal.

SEC. 2. This act shall be in full force and effect, from and after its passage, and all acts and parts of acts in conflict therewith are hereby repealed.

Approved February 24th, 1887.

CHAPTER XII.

CORPORATIONS.

An Act to authorize the formation of companies for the

purpose of constructing irrigating and other canals and
the colonization and improvement of lands.

How incorpora

Articles shall

show what

Be it enacted by the Legislative Assembly of the Territory

of New Mexico:

SECTION. 1. Any five persons who may desire to form ted. a company for the purpose of constructing and maintaining reservoirs and canals, or ditches and pipe lines, for the purpose of supplying water forthe purpose of irrigation, mining, manufacturing, domestic and other public uses, including cities and towns, and for the purpose of colonization and the improvement of lands in connection therewith; for either or both of said objects, either jointly or separately, shall make and sign articles of incorporation, which shall be acknowledged before the secretary of the territory, or some person authorized by law to take the acknowledgment of conveyances of real estate, and when so acknowledged, such articles shall be filed with such secretary.

SEC. 2. Such articles shall set forth:

1. The full names of the incorporators, and the corporate name of such

company. 2. The purpose or purposes for which such company is formed; and if the object be to construct reservoirs and canals, or ditches and pipe lines for any of the purposes herein specified; the beginning point and terminus of the main line of such canals and ditches and pipe lines; and the general course, direction and length thereof shall be stated.

3. The amount of the capital stock and the number of shares as definitely as practicable.

4. The term of existence of the company, which shall not exceed fifty years.

5. The number of directors, and the names of those who shall manage the business of the company for the first year.

6. The name of the city or town and county in which the principal place of business of the company is to be located.

Shall be filed in probate clerk's office.

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Privileges.

SEC. 3. A duly certified copy of such articles, executed by the secretary of the territory shall be filed in the office of the probate clerk of each county through or into which any such canal or ditch or pipe line may run, or snch reservoir may be established, or in which any such company may desire to transact business, and duly certified copies of such articles shall be given by said secretary, or said probate clerks, on the payment of the fees allowed by law, which copies shall be received as evidence in any of the courts of this territory.

SEC. 4. When articles of incorporation shall have been executed, acknowledged and tiled, as herein required, the persons therein named shall, with their associates, and successors, be deemed a body politic and corporate, by the name stated in such articles, for and during the period named therein; and shall have power to sue and be sued, in any court; to adopt and use a common seal and alter the same at pleasure; to purchase, acquire, hold, sell, mortgage and convey such real and personal estate as such corporation may require to successfully carry on and transact the objects for which it was formed; to appoint such officers, agents and servants as the business of the corporation may require, and exact of them such security as may be thought proper, and remove them at will; except, no director shall be removed from office unless by a two-third vote of the whole number of directors; and to adopt by-laws, not inconsistent with the laws of this territory for the organization of the company, the management of its business and property, the regulation of its affairs the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the corporation.

Sec. 5. The corporate powers of any corporation formed under this act shall be exercised by a board of not less than three directors who shall be stockholders of the com-pany, and a majority of them citizens of the United States, and at least one-third of whom shall be residents of this territory. Such directors shall be elected annually, after the expiration of the term of the directors named in the articles of incorporation, at such time and place, and upon such notice, and in such mode as the by-laws of the company may provide; but all such elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to as many votes as he owns shares of stock, and the persons receiving the greatest number of votes shall be declared elected. When a vacancy occurs in the office of director by death, resignation or otherwise, such vacancy shall be filled for the remainder of

Board of direc

tors and du-
ties.

Quorum.

Meetings

Assessments.

the year in such manner as the by-laws shall prescribe. Should there be no election of directors, on the day fixed in the by-laws for such election, such election may be held at such other time as the by-laws may designate, and the directorss in office may continue to act until their successors are elected.

Sec. 6. A majority of the whole number of directors shall form a board for the transaction of business, and a decision of a majority of the directors assembled as a board shall be valid as a corporate act.

SEC. 7. The first meeting of the board of directors shall be held at such time and place as may be agreed upon by a majority of the persons named as such in the articles of incorporation, and all subsequent meetings shall be at such times and places as the by-laws may designate.

Sec. 8. Tlie stock of the company shall be deemed Stock. personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no transfer shall be valid except between the parties thereto, until the same shall be so entered on the books of the company as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of transfer.

Sec. 9. The directors shall have power to call in and demand from the stockholders the sum by them subscribed, at such times and in such payments as they may deem *proper: notice of such assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks, in some newspaper published at the place designated as the principal place of business of the corporation, or if none be published there, then by posting such notice for that period, in at least six of the most public places in the county in which said principal place of business of the corporation is located. If after such notice has been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the assessment on all shares held by him. The sale of said shares shall be made as prescribed in the bylaws of the company, but all such sales shall be made at public auction, to the highest bidder, after notice thereof shall have been given as in this section provided for notice to stockholders, of assessments; and the person who will agree to pay the assessment due, together with the expense of advertising, and other costs of such sale, for the smallest number of whole shares, shall be deemed the highest bidder. A complete record shall be kept of all assessments and sales of stock.

Stock held by

trustee.

Debts, divi

dende,

to the per

SEC. 10. Whenever any stock is held by any person as executor, administrator, guardian, trustee or pledgee, he shall represent such stock at all meetings of the company, and may vote accordingly as a stockholder. Any such person holding stock shall not be liable as a stockholder to any personal liability, but the person who is the real owner of such stock shall be liable as a stockholder, and the funds in the hands of guardians and trustees shall be liable in like manner, and the funds in the hands of executors or administrators shall be subject to all liabilities to which the decedent was liable, at the time of his death.

SEC. 11. The total amount of debts of the corporation shall not at any time exceed the amount of the capital stock; and in case of any excess the directors causing and authorizing the same shall be jointly or severally liable to the sons holding any such indebtedness, or to the corporation, for the full amount of such excess. Dividends shall only be declared from the surplus profits arising from the business of the corporation, nor shall the capital stock in any way be withdrawn or paid to the stockholders, except when the capital stock may be reduced in the manner provided for by law, or in case of a dissolution of the corporation and after the payment of all debts of the corporation.

In case of a violation of the provisions herein relative to the payment of dividends or reduction of the capital stock, the directors guilty thereof shall be liable to such corporation, or to the creditors thereof, for all damages sustained by reason of the same.

Sec. 12. The capital stock of any such corporation may be increased or diminished at any meeting of the stockholders, but may only be done by a two-thirds vote of all the shares of stock, but in no case shall the capital stock be reduced below the outstanding indebtedness and liabilities of the corporation.

SEC. 13. If any corporation formed under this act shall not organize and commence the transaction of its business within one year from the time of filing its articles of incorporation, its corporate powers shall cease.

SEC. 14. Any corporation formed under this act may be disincorporated by a two-thirds vote of all the stockholders, and when such vote shall have been taken, notice thereof shall be given as required by section nine of this act in relation to assessment on subscription for stock, which notice shall state when and at what place application will be made to the district court, or the judge thereof, to have such corporation judicially declared dissolved, and at such time and place, or at such other time and place, to which such matter may be adjourned by the court or judge,

Capítal stock.

Corporate powers cease, when

Disincorpora

tion.

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