§ 8.

State Not to Assume County Debt Except in What Case.

The State shall never assume the debts of any county, town or other corporation whatever, unless such debt shall have been created to repel invasion, suppress insurrection, or defend the State in war. [Sec. 8, Art. XI, Const.]

§ 9. Prohibition Upon Municipal Corporations.

No county, city, town, or other municipal corporation, by vote of its citizens or otherwise, shall become a stockholder in any joint stock company, corporation, or association whatever, or raise money for, or loan its credit to, or in aid of, any such company, corporation, or association. [Sec. 9, Art. XI, Const.] § 10.

Limitation Upon Powers of County to Contract Debts.

No county shall create any debts or liabilities which shall singly or in the aggregate with previous debts or liabilities exceed the sum of five thousand dollars, except to suppress insurrection or repel invasion, or to build and maintain permanent roads within the county; and debts for permanent roads shall be incurred only on approval of a majority of those voting on the question, and shall not either singly or in the aggregate with previous debts and liabilities incurred for that purpose exceed two per cent of the assessed valuation of all the property in the county. [Sec. 10, Art. XI, Const.]

NOTE. This amendment was approved by a majority of the votes cast thereon at the general election held November 5, 1912, and the proclamation of the Governor was issued thereon November 29, 1912.

§ 6. New Counties.

No county shall be reduced to an area of less than four hundred square miles; nor shall any new county be established in this State containing a less area, nor unless such new county shall contain a population of at least twelve hundred inhabitants. [Sec. 6, Art. XV, Const.]

Oregon Laws Relating to Corporations

§ 1. Dealer Defined.

BLUE SKY LAW

The word "dealer" within the meaning of this Act shall include every person, partnership, corporation, or association which is now engaged, or which shall hereafter engage, in the selling to others at a profit or on commission, or in the buying for the purpose or in the contemplation of so selling, any stocks, bonds, notes, contracts or other securities of whatsoever kind or character; provided, that any purchase for investment of any security or securities, or any sale of such security or securities previously held by the vendor thereof as or for an investment, by any person, partnership, corporation, or association, or any sale, transfer, or negotiation of such security or securities by the bona fide owner thereof, or by any agent exclusively for such owner's account, such sale, transfer, or negotiation not being in the course of repeated or continuing transactions of a similar nature, shall not constitute the purchaser or vendor of such security or securities so purchased or sold, a dealer within the meaning of this Act; and, provided further, that any partnership, domestic corporation, foreign corporation doing business within this State, or association which shall hereafter offer its own securities for sale to the public shall be considered a dealer within the meaning of this Act. [Sec. 1, Chap. 341, G. L. 1913, as amended by Sec. 1, Chap. 324, G. L. 1915.]

§ 2. Dealer Shall File Preliminary Statement.

No dealer shall in this State offer for sale, or promote by advertisement, circular or any other form of public or general offering, the sale of any corporate securities to be hereafter issued unless prior thereto there shall have been filed with the Corporation Commissioner:

1. A copy of the security so to be issued.

2. A copy of any prospectus or advertising matter which is proposed to be issued in connection with the sale of such securities.

3. A statement in substantial detail of the assets and liabilities of the corporation proposing to issue such securities, or such a statement thereof as shall be prescribed by the Corporation Commissioner.

4. A full statement of facts duly verified by the executive officers of the corporation and three directors thereof showing the gross and net earnings for the preceding year of the corporation proposing to issue such securities, if the corporation

has been in existence for that period; provided, that the Corporation Commissioner may require that such statement cover a longer period than one year; and, provided further, that the Corporation Commissioner may require such statement to be prepared by accountants or may make an examination of the corporation's affairs at its expense with his own accountants.

5. Names and addresses of the officers and directors of the corporation proposing to issue such securities.

6. Purpose of issue.

7. Description of property and business to be followed. Provided, however, that the provisions of this Act shall not apply to (a) mortgages sold or purchased in their entirety, (b) corporate securities issued under the supervision of a State or National Commission, (c) commercial paper and acceptances eligible for re-discount at a Federal Reserve Bank, (d) State and National Bank and Trust Company stock, (e) securities listed on such stock exchanges and in such standard manuals as the Commissioner may approve, (f) or to bonds or other evidences of indebtedness of the United States, or of any foreign government, or of any State or Territory of the United States, or of any municipal or public corporation of such government, state or territory. [Sec. 2, Chap. 341, G. L. 1913, as amended by Sec. 2, Chap. 324, G. L. 1915.]

§ 5. Corporation Department of the State of Oregon, and Commissioner. There is hereby established a department to be known as the "Corporation Department of the State of Oregon," which department shall be in charge of a chief officer who shall be known as the Corporation Commissioner. The Governor shall, immediately after this Act goes into effect, appoint such Commissioner, who shall hold office until the first Monday in January, 1917, unless sooner removed by the Governor for inefficiency or malfeasance in office; and thereafter, and at intervals of four years each, commencing on the first Monday in January, 1917, it shall be the duty of the Governor to appoint some qualified man as such Commissioner. [Sec. 5, Chap. 341, G. L. 1913.]

§ 6. Salary of Commissioner and Appointment of Clerks, Etc.

The Corporation Commissioner shall receive in full compensation for his services a salary of $3,000.00 per annum, payable from the corporation fund in the manner herein provided. He shall appoint such clerks, stenographers and assistants as may be actually necessary from time to time to properly discharge the duties of his office and may purchase

such stationery, blanks, records, furniture, office supplies and equipment and incur such travel and subsistence expenses as may be necessary and incident to the performance of his official duties, to be paid by the State Treasurer from the fund known as the "Corporation Fund" herein created, upon the certified claims of the Commissioner, after audit and approval by the Secretary of State, in the same manner as other claims against the State are paid. [Sec. 6, Chap. 341, G. L. 1913.] § 7. Bond and Oaths of Office of Officers.

Before entering upon the duties of the offices to which they have been appointed, the Corporation Commissioner and the other employes of the department shall subscribe to an oath that they will faithfully and impartially discharge the duties of their respective offices. The Commissioner shall execute to the State of Oregon, a surety bond in such amount as the Governor may require, but which shall not be less than $25,000.00. The cost of said bond shall be charged to the State and paid from the Corporation Fund. [Sec. 7, Chap.

341, G. L. 1913.]

§ 8. Corporations, Etc., Now Supervised by Secretary or Treasurer Are Given Over to Commissioner.

The Secretary of State shall provide the Corporation Department with suitable office rooms and all books, records, documents, instruments, blanks, and other equipment heretofore employed by the Secretary of State and State Treasurer in connection with the supervision of corporations, joint stock companies and associations, shall be turned over to the Corporation Department. All duties required by law to be discharged by the Secretary of State and State Treasurer, in connection with the supervision of corporations, joint stock companies and associations, shall, from and after the taking effect of this Act, be discharged by the said Commissioner. All fees, charges, interest, fines and penalties provided by this Act or heretofore paid to the Secretary of State and State Treasurer by foreign and domestic corporations, joint stock companies and associations, shall hereafter be paid into the Corporation Department, and together with the revenues from all other sources provided by this Act, shall go into a fund to be known as the Corporation Fund, and this fund shall be liable for all the expenses of the Corporation Department, as herein provided. It shall be the duty of the Commissioner quarterly to certify under oath to the State Treasurer and Secretary of State the total amount of receipts of the Corporation Department for each current quarter. Whenever the amount of money in the Corporation Fund shall exceed

$15,000.00, all in excess of $10,000.00 shall be transferred by the State Treasurer to the general fund of the State. All fees and payments of every description required by this Act to be made to the Corporation Commissioner, shall be paid by him to the State Treasurer on the first day of the calendar month following their receipt by the said Commissioner. [Sec. 8, Chap. 341, G. L. 1913.]

§ 9.

Dealers Shall Secure Permits.

Any person, partnership, corporation or association applying to the Corporation Commissioner for a permit to do business as a dealer shall file in the office of the Commissioner, together with the filing fee of $5.00, evidence, to be confirmed by the said Commissioner's investigation as may by him be deemed necessary, establishing the sound moral character and the good business repute of the person, partnership, corporation or association so applying and showing for what length of time such person, partnership, corporation or association has been engaged in the sale of securities. Also a statement of the assets and liabilities of such person, partnership, corporation, or association, and such other information as the said Commissioner may require. Such permit shall entitle such dealer to handle such stocks, bonds, notes, contracts or other securities in the State of Oregon as are not objected to by the Corporation Commissioner; providing, that such dealer shall file on the first day of each month a list of such stocks, bonds, notes, contracts or other securities on hand for sale, and handled by it during the preceding month as come within the provisions of Section 2 of this Act and are not within the exceptions in said Section 2 contained; and, providing further, that said Corporation Commissioner shall have authority to prohibit said dealer from handling any of such issues at any time he shall be satisfied that said dealer is guilty of fraud or misrepresentation in the sale of any such securities and if the dealer shall refuse to obey the order made by the said Commissioner his permit may be revoked by said Commissioner. [Sec. 13, Chap. 341, G. L. 1913, as amended by Sec. 9, Chap. 324, G. L. 1915.]

Any person aggrieved by any decision of the Corporation Commissioner under this Act shall have his appropriate remedy, provided by existing law, in any court having jurisdiction for the correction of such decision, if the same be erroneous or unjust or without jurisdiction. [Sec. 14, Chap. 341, G. L. 1913, as amended by Sec. 10, Chap. 324, G. L. 1915.]