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power; provided the contract be executed in duplicate and one duplicate be delivered to the purchaser. In case any articles sold conditionally but delivered, be retaken by the vendor, they shall be held by him for 30 days, during which time the vendee may perform the condition; and on 15 days' written notice personally served upon the vendee, if within the county where the sale is to be held, and if not, then mailed to him at his last known place of residence, and stating the terms of the contract, the amount unpaid, the expenses of storage and the time and place of the sale, unless such amounts are sooner paid, the vendor may sell by public auction, rendering the surplus to the vendee.

North Carolina. Contracts for conditional sales must be recorded in the county in which the purchaser resides; or if he reside out of the state, in the county in which the property or some part thereof is situated.

North Dakota. - Contracts for the conditional sale of chattels must be recorded to be valid as to third parties without notice.

Ohio. - Conditional sales of personal property are permitted, but are void as to all subsequent purchasers, mortgagees in good faith, and creditors, unless the condition be evidenced by writing signed by the purchaser, and also by a statement thereon, under oath, made by the vendor, his agent, or attorney, of the amount of the claim, or a true copy thereof, with an affidavit that the same is a true copy, deposited with the township clerk or county recorder in the same manner as chattel mortgages. The vendor cannot afterwards repossess himself of such property without tendering or refunding to the purchaser the money already paid after deducting therefrom a reasonable compensation for the use of such property, which in no case shall exceed 50 per cent. of the amount paid, unless the property have been broken, or actually damaged, and then a reasonable compensation for such damage shall be allowed. Any person violating this last provision subjects himself to a fine not exceeding $100. A bailee, or conditional vendee, who sells or otherwise disposes of the property entrusted to him, or removes the same from the county, with intent to defraud, is guilty of a misdemeanor and liable to a fine and imprisonment.

Pennsylvania. – A distinction is made between the bailment of a chattel with power in the bailee to become the owner upon the payment of the price agreed upon, and the sale of a chattel with the stipulation that the title shall not pass to the purchaser until the contract price shall be paid. The former is valid, and the right of the bailor to resume possession on non-payment is secure against creditors of the bailee, and bona-fide purchasers from him. The latter is held invalid as against creditors of the vendee and bona-fide purchasers from him.

South Dakota. - All sales of personal property where the possession is delivered to the vendee on condition that the title shall remain in the vendor until the purchase money is paid, shall vest such title in the vendee as to third persons, without notice of such conditions, unless such contract be in writing and filed with the register of deeds of the county where the vendee resides.

Texas. All reservations of the title to, or property in, chattels as security for the purchase money thereof shall be held to be chattel mortgages and shall, when possession is delivered to the vendee, be void as to creditors and bona-fide purchasers, unless such reservation be in writing and registered as required of chattel mortgages.

Vermont. - The lien of a vendor of personal property by conditional sale is not good against bona-fide purchasers or attaching creditors, unless a written statement of such lien be recorded in the town clerk's office within 30 days from the time of delivery. If the purchaser be a non-resident of the state, the record must be made in the town where the vendor resides.

Virginia. - In every sale or contract for the sale of goods and chattels, where the title is reserved until payment is made, or the transfer is dependent on any condition, and possession is delivered to the vendee, in respect to such reservation or condition, the sale is void as to creditors and purchasers for value and without notice, unless such sale or contract be in writing expressing the reservation or condition, and signed by both vendor and vendee, and until a memorandum of said writing setting forth the date, the amount due, and a brief description of the goods be docketed in the office in which deeds are recorded. A docket of such contracts indexed in the name of the vendor and vendee is kept. If the goods or chattels consist of locomotives, cars, other rolling stock, equipments, or personal property used in or about the operation of a railroad, the writing must be duly admitted to record, and a copy filed in the board of public works, and each locomotive, car, or other piece of rolling stock, be marked on both sides with the name of the vendor followed by the word owner. acknowledgment is needed except in case of railroads.

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Washington. -All conditional sales or leases of personal property, containing a conditional right to purchase, where the property is placed in the possession of the vendee, shall be absolute as to all creditors or purchasers of the vendee in good faith, unless within 10 days of the taking of possession by the vendee a memorandum of such sale stating its terms and conditions, and signed by the vendor and vendee shall be filed in the auditor's office of the county wherein at the date of the vendee's taking possession the vendee resides. It is made the duty of the auditor to record the memorandum in a book styled "Conditional Sales," and to index the same in the general index.

of instruments in his office with reference to the volume and page in which it is recorded.

West Virginia. - Where a sale is made of goods and chattels, possession delivered, and the title reserved until the purchase money is paid, such reservation is void as to creditors of, and purchasers without notice from, the buyer, unless a notice of such reservation be recorded in the office of the clerk of the county court of the county in which the goods are, or in case the chattels consist of engines, cars, rolling stock, or equipments to be used in the operation of a railroad, unless the notice be recorded in the office of the secretary of state.

Wisconsin. - Instalment leases, and contracts for the conditional sale of personal property, reserving title in the lessor or vendor, but delivering possession to the lessee or vendee, are invalid as against third parties who have no notice, unless in writing and filed in the manner prescribed for filing chattel mortgages.

Wyoming. No sale, contract, or lease wherein the transfer of title to personal property is made to depend upon any condition shall be valid against any purchaser or judgment creditor of the vendee or lessee in possession, without notice, unless the same be in writing. signed by the vendee or lessee, and the original or a copy thereof filed in the office of the county clerk of the county wherein the property is; said instrument so filed shall have attached thereto an affidavit of such vendor or lessor, or his agent or attorney, which shall set forth the names of the vendor and vendee, or lessor and lessee, with a description of the property transferred, and the full and true interest of the vendor or lessor therein. All such sales or transfers shall cease to be valid against purchasers in good faith, or judgment, or attaching creditors without notice at the expiration of 1 year from the date of such sale, unless the vendor or lessor shall within 30 days prior to the 1 year from the date of such sale or transfer file a similar affidavit to the one above provided for in the office of said clerk, and the said vendor or lessor may preserve the validity of his said sale or transfer of such personal property by an annual refiling in the manner as aforesaid of such copy.

PROVINCES OF THE DOMINION OF CANADA

British Columbia. - Receipt notes or hire receipts given on conditional sales of goods must be filed within 21 days with the government agent of the district, or if on Vancouver Island with the registergeneral, and a copy left with the vendee; otherwise, they are void as against subsequent purchasers or mortgagees.

New Brunswick. - The contract evidencing a conditional sale of chattels must be filed in the registry office to be valid as against subsequent mortgagees or purchasers.

Ontario. – An agreement may be made between the vendor and the purchaser of merchandise of any kind transferred for the purpose of resale in the course of business, the possession to pass, but not the absolute ownership, until certain payments are made or other consideration satisfied; but in order to validate such provision as to ownership as against creditors, mortgagees, or purchasers, the agreement must be in writing and must be registered in the proper office. In the case of the conditional sale of manufactured goods and chattels, if, at the time possession is given, the name and address of the manufacturer or vendor be plainly marked thereon, registration is unnecessary, and the latter is only required to validate the sale as against subsequent mortgagees and purchasers, creditors not being protected in this way.

CORPORATIONS

Alabama. -The constitution provides that corporations may be formed under the general laws of the state, but shall not be created by special act of the legislature, except for municipal, mining, immigration, industrial, and educational purposes, canals, improving navigable rivers and harbors, and where the objects cannot be obtained under general laws. The general laws specially provide for the incorporation of banks and banking with certain constitutional limitations; for building and loan associations to continue for 20 years; commercial and business corporations, such as navigation companies, mining, quarrying, and manufacturing companies; railroad companies consisting of not less than seven stockholders; street-railway companies by any number of persons in towns and cities; telegraph companies by two or more persons; and macadamized, turnpike, and other pole-road companies by any number of persons not less than seven. Other corporations are organized as follows: Two or more persons may be incorporators. There must be filed in the office of the judge of probate in the county in which the corporation shall have its principal place of business, a declaration in writing, signed by each of the incorporators, containing the names and residences of the subscribers, and the name and style of the proposed corporation; the general purposes of the incorporation, the nature of the business intended, and the principal place of business or location of the corporation; the amount of the capital stock and the number of shares into which it is divided, and any other matter it is deemed desirable to state. The probate judge will then issue a commission, to two or more of the subscribers to the declaration, to open books of subscription to the capital stock at such times and places as they may appoint. Fifty per cent. of the proposed capital stock having been subscribed in good faith, by solvent persons, the commissioners must call the subscribers together for the election, from among them, of a board of directors, and such other officers they may wish, and for further organization; a majority in value of the subscribers in person or by proxy must elect such a board of directors to consist of not less than three nor more than nine members, to hold office for a term of 12 months thereafter and until their successors are elected and qualified. Some officer or other person shall be designated to receive from the commissioners the subscriptions of stock, and the cash subscribers shall be required to pay to him at least 20 per cent. of the amount subscribed; and the other subscribers are required to furnish contracts

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