may, by complying with the provisions of this Act, become a body corporate. HOW TO PROCEED TO BE INCORPORATED. an agreement must contain. SEC. 2. They shall enter into an agreement in writing, signed by each of them, and by at least four of their number Must enter into acknowledged before the Probate Judge of the County in and what it which they have established or intend to establish their principal place of business, stating the precinct or city, and stating the name of the association, their names and places of residence written in full, the time of its duration, which shall not in any case be less than three years nor more than twenty-five years, the pursuit or business agreed upon, specifying it in general terms, the place of its general business, the amount of stock each party has subscribed, the amount of each share and the limit of capital stock agreed upon, the number and kind of officers for the association, with their qualifications and term of office and the time and manner of their election, removal and resignation, and whether the private property of the stockholders shall be liable for its obligations or not, with such additional clauses as they deem necessary for the conducting of the business and its future safety and wellfare. To this there shall be added the oath or affirmation of four or more of their number, to the effect that they have commenced or it is bona fide their intent to commence and carry on the business mentioned in the agreement, and that the affiants verily believe that each party to the agreement has paid, or is able to and will pay the amount of his stocksubscribed, provided that said acknowledgement shall not be made before the Probate Judge until twenty-five per cent. of the stock subcsribed by each shareholder shall have been paid in. ment must SEC. 3. The agreement, with the oath or affirmation, shall, within ten days from its due execution, be deposited with The agreethe Probate Clerk of the county in which the general business be acknowis to be carried on, and shall be by him recordered in a book ledged. to be prepared for that purpose and kept in his office, the expenses of which recording shall be paid by the association. SEC. 4. Before the first or any other officers shall enter How officers upon the duties of their respective offices, they shall take and to qualify. subscribe an oath of office, and enter into bonds to the acceptance of the Probate Judge, that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the association with intent to defraud any stockholder or creditor or the public. And the oath or affirmation and bonds shall be filed in said office and recorded. issue a certificate. SEC. 5. So soon as the agreement and oath or affirmation Judge of and oath of office and bonds are filed and recorded, the clerk Probate to of the Probate Court shall, under the direction of the Probate terti Judge, issue under the seal of the Court, a certificate to the association, therein stating in general terms the facts, that the agreement and oath or affirmation and oath of office and bonds Powers of the have been filed in his office, which shall be sufficient to constitute the association a body corporate, with succession as specified in the agreement. POWERS OF THE CORPORATION. SEC. 6. The corporation in its name shall have power to corporation. make contracts, to sue and to be sued to have a seal, which it may alter at pleasure, to buy, use, and sell or dispose of personal property, to buy, use, sell or dispose of all such real estate as shall be necessary for its general business and such as shall be necessary for the collection of its debts or judgments or decrees in its favor; but it shall not have power to enter into, as a business, the buying and selling of real estate. It may make all such by-laws, rules and regulations, not inconsistent with the laws in force, or which may be in force in this Territory, and not inconsistent with other corporate rights and vested privileges, as may be necessary to carry into effect the object of the association; and such by-laws, rules and regulations may be made in a general meeting of the stock-holders or by a board of officers elected by them. It may as hereinafter provided increase its capital stock or dissolve the corporation. Capital may be increased. Corporation may be disolved. HOW THE CAPITAL STOCK MAY BE INCREASED. SEC. 7. If more capital than is first subscribed be needed, the stockholders may, at any meeting called for that purpose, by a two-thirds vote of all the stockholders, increase the same by the sale of more shares, and thereafter the stock may be increased accordingly; but in no case shall the capital stock exceed the sum of two millions of dollars. The stock subscribed under this Section shall be taken by persons, two-thirds of whom shall be residents of the Territory. HOW THE CORPORATION MAY DISSOLVE ITSELF. SEC. 8. Any corporation formed under this Act, may dissolve and disincorporate itself by its officers presenting to the Probate Judge of the county in which the principal office of the company is located, a statement setting forth that at a meeting of the stockholders called for that purpose, it was decided by a two-thirds vote of all the stockholders to disincorporate and dissolve the incorporation. Notice of the application shall then be given by the Clerk, which notice shall set forth the nature of the application_and_shall specify the time and place at which it is to be heard, and shall be published in some newspaper having general circulation in the Territory, once a week for one month. At the time or place appointed, or at any other time or place to which it may be postponed by the Judge, said Judge shall proceed to consider the application, and if satisfied that the corporation has taken the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved. MISCELLANEOUS PROVISIONS. its affairs may SEC. 9. Whenever the corporation shall be dissolved, if If corporation there shall be debts or claims due to it, or debts or obligations be disolved against it, or assets, real or personal, not converted into money be adjusted. for distribution, the corporate powers shall be continued for the purpose of collecting the debts or claims due, and paying its debts or obligations and selling and converting its assets into money and distributing the same among the stockholders; and if no sufficient means of effecting the object and intent of this Section be provided in the agreement or by-laws, the Court shall have power on the application of any person interested, to make all needful rules and orders and judgments necssary to carry the provisions of this Section into effect. Corporation SEC. 10. The corporation shall collect of the stockholders the amount of stock by them subscribed, in such installments has lien. and at such times as shall be settled by the agreement or bylaws. It shall have a lien on the amount paid in and the dividends thereon for any balance due for the stock of a delinquent stockholder. SEC. 11. The officers, after being fully qualified to act, may continue to act, unless removed for misconduct, until their successors are qualified. SEC. 12. If, from any cause, the officers shall not be elected at the time provided in the agreement or by-laws, such If officers election may be made at such other time as the officers and qualify they directors may appoint. If such appointment be not made to act, etc. within three months, then at the call of any six stockholders. SEC. 13. It shall be the duty of the corporation to keep true and correct books of its proceedings and business. SEC. 14. The stock shall be deemed personal property, and may be transferred in such manner as may be provided in the agreement or by-laws. may continue punished. SEC. 15. If the Secretary, Clerk, or other person having Fraudulen* the charge of keeping the books of the corporation, or any practices other person whose duty it is to make entries in such books, shall wilfully omit to make the proper entries, or shall knowingly and wilfully make any false and fictitious entries therein, with intent to deceive or defraud the corporation or any stockholder, creditor or other person, he and his counselors, advisers, aiders and abettors shall be deemed guilty of forgery, and shall be punished as provided by law for the punishment of the crime of forgery. SEC. 16. If any officer, director, employee or other person same. having the charge or management of any money or other property of the corporation, or to whom any such money or other property shall be entrusted for any purpose whatever, shall fraudulently misapply, carry away, secrete, conceal or convert to his own use any such money or other property with intent to defraud such corporation, or any stockholder, creditors or other person, he, his counselors, aiders and abbetors Clerk. shall be deemed guilty of embezzlement, and shall be punished as provided by law for the punishment of embezzlement. SEC. 17. It shall be the duty of the Clerk, with whom Certificate of the records in this Act mentioned are kept, at the request of any person interested therein, or who needs the same for evidence, on being paid his fees therefor, to give a transcript of such record under the seal of said Court, which transcript shall be conclusive evidence of such record, and prima facie evidence of the facts therein stated. Non user. Meetings, votes, etc. Liability of SEC. 18. Non-use for two years of the franchise herein given, or non-compliance with any of the provisions of this Act, shall be a forfeiture of the privileges shall herein be granted. SEC. 19. Whenever a meeting of the stockholders, other than stated meetings shall be necessary, notice shall be given in such manner as may be prescribed in the agreement or bylaws. At all meetings each shareholder shall be entitled to one vote for each share of stock which he or she may have in his or her own right, or any, held by him or her in trust for others, as adminstrator, executor or guardian, and such votes may be given in person or by an authorized agent or proxy. SEC. 20. If the agreement mentioned in Section Two of Stockholders. this Act provide that the individual property of the stockholders shall be liable for the corporate obligations, then such property shall be deemed and taken to be so liable; if it provide that such individual property shall not be liable, then it shall be deemed and taken to be not liable; provided that the joint property of the association and the unpaid stock shall be liable for the debts of the association. Legislature etc. SEC. 21. The Governor and Legislative Assembly may hereafter, modify or repeal this Act: but if it be repealed, any corporation organized under this Act, may continue for the purposes mentioned in Section Eleven of this Act. Amendment. AN ACT To amend "An Act Amendatory of and Supplementary to [Approved February 18, 1870.] 1868. SEC. 1. Be it enacted by the Governor and the Legisla tive Assembly of the Territory of Utah: That the word fifty in the second line of the third section of an Act amendatory of and supplementary to an Act entitled an Act establish ing a Territorial Road from Great Salt Lake City to Wanship, Summit County, approved January 19, 1866, be amended to read twenty-five, that the word ten in the third line read five, that the word fifty in the fourth line read twenty-five, that the word twenty-five in the same line read fifteen. SEC. 2. The Superintendent of said road is hereby authorized to suspend the collection of toll on either of the toll gates of said road when in his judgment it is deemed advisable and he is hereby authorized on the suspension of either of said gates to collect at the other, an amount equal to the amount that would be collected at both; and may remove said toll gates to any point on said road that shall best subserve the public interest. Toll. appropriation.... TERRITORIAL APPROPRIATION BILL. [Approved February 18, 1870.] Sums Be it enacted by the Governor and Legislative Assembly appropriated. of the Territory of Utah: That there be paid out of any money in the Territorial Treasury, not otherwise appropriated, the following amounts, viz: To Wm. Clayton, Auditor of Public Accounts, for services, 1869. For stationery, Auditor's Office For postage. Amount paid to finish Auditor's desk, in excess of Paid for blank warrants and receipt books.. $600 00 110 85 25 00 70 00 21 00 To Wm. Clayton, Recorder of Marks and Brands, for printing Brand Sheets. 204 80 To the Warden of the Penitentiary, for services in the year 1869.. To defray expenses for the Penitentiary, during the year 1870.. 1000 00 2000 00 To Robert L. Campbell, Territorial Superintendent of Common Schools, as compensation for services for the year 1869. 600 00 Stationery, telegrams and postage Printing for 1870.... To Z. Snow, Deputy Attorney General, for services, To John F. Hardie, for services as Engrossing Clerk, 50 00 60 00 1000 00 120 00 27 10 |