the subscribers to the capital stock of the company to pay the amount by them respectively subscribed in such manner and in such instalments as may be required by the by-laws. If any stockholder residing in this State, or any other State, shall neglect to pay any instalment as required by a resolution of the directors, trustees or other body exercising its corporate powers, the directors or other body so exercising its corporate powers may sell at public auction his stock and all previous pay- 7 Fla., 20. ments thereon; but no stock shall be sold until they have caused a notice in writing to be served on him personally, or have transmitted the same to his usual address, or shall have published a notice of sale at least three times in a paper printed at the Capital, stating that he is required to make such payment at the time and place specified in said notice; and that if he fails to make the same, his stock and all previous payments thereon will be sold at public auction for the use of the company, which notice shall be served or published as aforesaid at least sixty days before the day on which such payment is required to be made. (e) SEC. 15. The stock of every corporation shall be deemed per- Stock-how sonal estate, and shall be transferable in the manner prescribed transferable. in the by laws or regulations of the company; but no shares shall be transferred until all previous assessments thereon shall have been fully paid in. (e) members. SEC. 16. All bodies corporate as contemplated by this statute, Corporation by any suit at law, in any court having competent jurisdiction, may sue may sue for, recover and receive from their respective members all arrears or other debts, dues and other demands which now, 5 Fla., 110. or hereafter, may be owing to them, in like manner, mode and 6 Fla., 262. form as they might sue for and recover the same from any other person. (e) 1 Fla., 136. 4 Fla., 192. served. SEC. 17. Suits against corporations shall be commenced only Suits-how in the county where such corporation shall have, or usually commenced. keep, an office for the transaction of its customary business s; and in the case of companies incorporated by other States and doing lawful business in this State, suits shall be commenced in the county wherein such company may have an agent or other representative. (e) SEC. 18. In all actions which may be instituted against any Process-how incorporated company, it shall be sufficient to issue a summons commanding the corporation by its corporate name to appear and answer, which summons shall be served on the president or other chief officer of the company, or upon the treasurer or secretary, or clerk, or in their absence by leaving a copy thereof at any business office of the company with the person having charge thereof, or in default of such service to serve the same upon any director or trustee of such company, or at his usual place of abode or business. (e) SEC. 19. If the directors of any corporation shall knowingly (e) Secs. 19, 20, 21, 24 and 25, Chan. 1839, Act of Aug. 8, 1868. tors of insolvent corporation. Penalty for de- declare and pay any dividend when the corporation is insolvclaring dividend by direc- ent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office: Provided, That if any of the directors be absent at the time of making the dividend, or shall at the time object thereto in writing, they shall be exempted from the liability. (f) Suits against insolvent corporations. 5 Fla., 110. SEC. 20. If any company formed under this chapter is disstockholders of solved, leaving debts unpaid, suits may be brought against any person or persons who were stockholders at the time of such dissolution without joining the company in such suit, to an amount equal only to the amount in par value of the stock held by such person or persons, the collection to be made from the property of each stockholder respectively; and if any number of stockholders (defendants in the case) shall not have property enough to satisfy his or their portion of the execution, then the amount of deficiency shall be divided equally among all the remaining stockholders, and collections made accordingly, deducting from the amount a sum in proportion to the amount of stock owned by the plaintiff at the time the company was dissolved: Provided, That persons holding stock Trustees not to in a corporation as executors, administrators, guardians or be personally trustees, shall not be personally subject to any liabilities as liable. stockholders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward, or person interested in the trust fund would be if they were respectively living, and competent to act and hold the stock in their own names. (f) Powers of cor dissolution. 6 Fla., 142. 16 Fla., 428. SEC. 21. Upon the voluntary dissolution of any corporation porations after already created, or which may hereafter be created by the laws of this State, the president and directors or managers of the affairs of said corporation at the time of its dissolution, by whatever name they may be known in law, shall be trustees of such corporation, with full power to settle its affairs, collect its outstanding debts, and divide the moneys and other property among the stockholders, after paying debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them; to sue for and recover such debts and property by the name of the trustees of such corporation, and may also be sued by the same; and such trustees shall be jointly and severally responsible to the creditors and stockholders of such corporation to the extent of its property and effects that shall have come into their hands; but in the event of dissolution from any other cause, a petition to be appointed may be filed in the Circuit Court by any three or more creditors or stockholders of any corporation, praying that a receiver be appointed, and the court or the Judge thereof at chambers When receiver (ƒ) Secs. 26 and 27, Chap. 1639, Act of Aug. 8, 1868. shall hear and consider said petition, and for just and reasonable grounds shall grant said petition and appoint a receiver, and unless the president and directors or managers of such corporation shall swear that the corporation is solvent, and exhibit proof of the same satisfactory to the court or Judge, such petition shall be granted and a receiver appointed; but no voluntary dissolution shall be made or permitted after the institution of any suit or proceeding against any corporation for an involuntary or forced dissolution. (f) corporation. SEC. 22. Any company incorporated by any other State or Attachment of country, or by law of Congress, and having property in this property of State shall be liable to be sued, and the property of the same shall be liable to attachment, in the same manner as individuals, residents of other States or countries and having property in this State. (g) ŠEC. 23. It shall be lawful for any corporation to convey How may conlands by deed sealed with the common seal of said corporation, vey lands. and signed by the president or presiding member, or trustee of said corporation, and such deed when so executed shall be recorded by the recorder in the county clerk's office of the county where the land lies in like manner with other deeds, and no further proof shall be deemed necessary to admit the same to record. (g) stock. SEC. 24. If a shareholder fraudulently transfers a share in Fraudulent any corporation to avoid taxation, he shall forfeit to the use of transfer of the county wherein he resides one-half of the par value of the shares thus transferred, to be recovered in an action of tort; and if he wilfully misinforms the corporation in any way to impede or prevent the assessment or collection of his tax, he shall forfeit a sum not less than one hundred nor more than five hundred dollars. (g) Stockholder of stockholders. SEC. 25. The treasurer or cashier of every corporation shall keep an accurate list of the number of its stockholders, may inspect list with the number of shares owned by each, which shall at all times, upon written application by any stockholder, be open to his inspection; and if such officer refuse to exhibit such list, he shall forfeit fifty dollars for each offense, to be deducted from his pay or salary. (9) tion may be de members. SEC. 26. When a majority in number or interest of the mem- How dissolubers of a corporation desire to close their concerns, they may creed at the inapply by petition to the Circuit Court setting forth the stance of grounds of their application, and the court on due notice by publication, for a reasonable period by them given to all the parties interested, may hear the matter, and for reasonable and just cause decree a dissolution of the corporation, and the corporation so dissolved shall be deemed and held extinct in all respects, as if their charter had expired by its own limitation, and the settlement of the affairs of such corporation so dis Sec. 28, Chap. 1639, Act of Ang. 8, (g) Secs. 29, 30, 32 and 33, Chap. 1639, Act of Aug. 8, 1868. Shall continue years after solved shall be managed as prescribed in cases of voluntary dissolution. (g) SEC. 27. All corporations shall continue bodies corporate corporate three for the term of three years after the time of dissolution from dissolution. any cause, for the purpose of prosecuting or defending suits by or against them, and enabling them gradually to settle their concerns, to dispose of and convey their property, and to divide their capital stock, but for no other purpose. (g) SEC. 28. No body of persons acting as a corporation under Want of legal this chapter, shall be permitted to set up the want of a legal organization no defense. to certain cor organization as a defence to an action against them as a corporation; nor shall any person sued upon a contract made with such a corporation, or sued for an injury to its property, or a wrong done to its interest, be permitted to set up a want of such legal organization in his defence. (h) SEC. 29. Nothing contained in this chapter shall be construed Not applicable to extend to any county or township or to any public university, academy, seminary, school, or other religious corporation incorporated by the laws of this State. (h) porations. Exclusive privileges. Exceptions. How authenticated. Repeal. tion, and its SEC. 30. Any corporation organized and put into successful operation under this chapter, shall have exclusive privileges for the purposes of its creation for the term of twenty years from the date the corporation commenced to carry out in good faith the terms of its articles of incorporation: Provided, however, That this investment shall not so operate as to divest any future Legislature of those powers of government which are inherent and essential attributes of sovereignty, to-wit : the power to create revenue for public purposes, to provide for the common defence, to provide safe and convenient ways for the public necessity and convenience, and to take private property for the public use, and the like. (h) SEC. 31. The records of any company incorporated under the provisions of this chapter, or copies thereof duly authenticated by the signature of the president and secretary of such company under the corporate seal, shall be competent evidence in any court. (h) SEC. 32. All laws or parts of laws of incorporation of companies, coming within the purview of this chapter, heretofore passed, conflicting with any of the provisions of this chapter are hereby declared inoperative and void, and all existing statutes or parts of statutes regulating the general powers, duties, and liabilities of corporations in this State are hereby repealed. (h) SEC. 33. Notice of the formation of all corporate bodies shall Notice of forma- be published for four weeks in succession in some newspaper convenient as practicable to its principal place of business; and such notice shall contain: contents. 1. The name of the corporation and place of business. Secs. 34 and 35, Chap. 1639, Act of Aug. 8. 1888. (h) Secs. 36, 37, 38, 39 and 40, Chap. 1639, Act of Aug. 8, 1868. 2. The general nature of the business to be transacted. 3. The amount of the capital stock authorized, and the terms and conditions upon which it is to be paid in. 4. The time of the commencement and termination of the corporation. 5. By what officers the business of the company is to be conducted, and the times at which they will be elected. 6. The highest amount of indebtedness or liability to which the corporation can at any time subject itself. (i) SEC. 34. That any corporate body may alter or amend its Amendment articles of incorporation by a vote of three-fourths of its stock of charter. at a stockholders' meeting held for that purpose, upon three weeks' previous notice of the time, place and object of such meeting being published once a week in some newspaper in the county where such corporate body has its principal place of business, or if no newspaper be published in such county, then in some newspaper nearest said county; and, upon the adoption of such alteration or amendment, a copy of the same shall be filed with the Secretary of State, and with the clerk or clerks of court in the county or counties in which said corporation shall do business, and notice of such alteration or amendment in the matters required to be published by section thirty-three shall be duly published in the mode and manner therein prescribed. (i) SEC. 35. A copy of the by-laws of every corporation, or the Publication of rules and regulations thereof, with the names of all the officers by-laws. of such corporation, shall be posted in the principal place of their business, and published in the nearest newspaper. (i) SEC. 36. A statement of the amount of the capital stock sub- Publication as scribed, and of the amount actually paid in, and the indebted to capital stock. ness of the corporation, shall also be published once in six months in the nearest newspaper, and annually in a newspaper printed at the Capital of the State. (i) for. SEC. 37. Diversion of the funds of any corporation to other Diverson of purposes or objects than those mentioned in its articles of funds-penalty incorporation, or the payment of dividends leaving insufficient funds to meet outstanding liabilities, shall be deemed a criminal offence, and those therein concerned, upon conviction thereof, shall be subject to fine or imprisonment, at the discretion of the Circuit Court. (i) SEC. 38. Failure to comply substantially with the foregoing Forfeiture. requisitions, with reference to organization and publicity, or the commission of the criminal offence designated in the preceding section, shall cause a forfeiture of all powers and privileges conferred, and a court of equity shall, upon bill filed, proceed to close the corporation. (i) SEC. 39. The capital stock of all corporations shall be divided Shares of into shares of one hundred dollars each, and no company shall capital stock. be deemed lawfully organized until ten per centum of the capi- be paid in. (i) Secs. 2, 3, 4, 5, 6 and 7, Chap. 3165, Act of March 11, 1879. Ten per cent. to |