have been so entered upon the books of the corporation as to show the names of the parties by and to whom transferred, the number or designation of the shares, and the date of the transfer. In all cases in which shares of stock in corporations now existing, or hereafter incorporated under any law of this state, are held or owned by a married woman, such shares may be transferred by her, her agent, or attorney, without the signature of her husband, in the same manner as if such married woman were a femme sole. All dividends payable upon any shares of stock of a corporation held by a married woman may be paid to such married woman, her agent, or attorney in the same manner as if she were unmarried; and it shall not be necessary for her husband to join in receipt therefor. And any proxy or power given by a married woman, touching any share of stock of any corporation owned by her, shall be valid, and be binding without the signature of her husband, the same as if she were unmarried.

(3398.) SEC. 10. The stockholders of any corporation formed under this act may, in the by-laws of the company, prescribe the times, manner, and amounts in which the payment of the sums subscribed by them respectively shall be made; but in case the same shall not be so prescribed, the trustees shall have power to demand and call in from the stockholders the sums by them subscribed at such times and in such manner, payments, or installments as they may deem proper. In all cases notice of each assessment shall be given to the stockholders, personally or by publication once a week for at least four weeks in some newspaper published in the county in which the principal place of business of the company is located, and if none be published in such county, then in the newspaper nearest to said principal place of business in the state. 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 upon all the shares held by him, her, or them. The sale of said shares shall be made as prescribed in the by-laws of the company, but shall in all cases be made at the office of the company. No sale shall be made except at public auction, to the highest bidder, after a notice of four weeks, published as above directed in this section; and at such sale the person who shall pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares, or portion of a share, as the case may be, shall be deemed the highest bidder.

(3399.) SEC. 11. Whenever any stock is held by any person as executor, administrator, guardian, or trustee, he shall represent such stock at all meetings of the company, and may vote accordingly as a stockholder.

(3400.) SEC. 12. Any stockholder may pledge his stock by a delivery of the certificates, or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder.

(3401.) SEC. 13. It shall not be lawful for the trustees to make any dividend except from the net profits arising from the business of the corporation; nor to divide, withdraw, nor in any way pay to the stockholders, or any of them, any part of the capital stock of the company; nor to reduce the capital stock, unless in the manner prescribed in this act; and in case of any violation of the provisions of this section, the trustees under whose administration the same may have happened, except those who may have caused their dissent thereto to be entered at large on the minutes of the board of trustees at the time, or were not present when the same did happen, shall, in their individual and private capacities, be jointly and severally liable to the corporation, and the creditors thereof, to the full amount so divided, withdrawn, or reduced, or paid out: Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of the company which shall remain after payment of all its debts upon the dissolution of the corporation or the expiration of its charter.

NOTE. This act was amended March 3 (Stats. 1866, p. 188).

(3402.) SEC. 14. The total amount of debts of the corporation shall not at any time exceed the amount of capital stock actually paid in, and in case of an excess the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the board of trustees at the time, and except those not present when the same did happen, shall, in their individual and private capacities, be liable, jointly and severally, to the said corporation, and in the event of dissolution, to any of the creditors thereof, for the full amount of such excess.

(3403.) SEC. 15. No corporation organized under this act shall, by any implication or construction, be deemed to possess the power of issuing bills, notes, or other evidences of debt for circulation as money.

(3404.) SEC. 16. It shall be the duty of the trustees of every company incorporated under this act to keep a book containing the names of all persons, alphabetically arranged, who are or shall become stockholders of the corporation, and showing the number of shares of stock held by them respectively, and the time when they became the owners of such shares; which book, and all other books of the company, during the usual business hours of the day, on every day except Sunday and the legal holidays, shall be open for the inspection of stockholders of the company, at the office of the principal place of business of the company; and any stockholder or creditor of the company may have the right to demand and receive from the clerk, or other officer having the charge of such, a certified copy of any entry therein, or to demand and receive from any clerk or officer a certified copy of any paper placed on file in the office of the company; and such book or certified copy shall be presumptive evidence of the facts therein stated in any action or proceedings against the company, or any one or more of the stockholders.

(3405.) SEC. 17. If at any time the clerk or other officer having charge of such book shall make any false entry, or neglect to make any proper entry therein, or having the charge of any papers of the company, shall refuse or neglect to exhibit the same, or allow the same to be inspected, or extracts to be taken therefrom, or to give a certified copy of any entry, as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit

and pay to the party injured a penalty of not less than one hundred dollars, nor more than one thousand dollars, and all damages resulting therefrom, to be recovered in an action for debt in any court having competent jurisdiction in the county in which the principal place of business of the corporation is located.

(3406.) SEC. 18. Any company incorporated under this act may, by complying with the provisions herein contained, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of the capital.

(3407.) SEC. 19. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders shall be called by a notice signed by at least a majority of the trustees, and published at least eight weeks in some newspaper published in the county where the principal place of business of the company is located, or if no newspaper is published in the county, then in some newspaper nearest thereto in the state, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount which it is proposed to increase or diminish the capital; and a vote of two-thirds of all the shares of stock shall be necessary to increase or diminish the amount of the capital stock.

(3408.) SEC. 20. If, at a meeting so called, a sufficient number of votes have been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, and signed and verified by the affidavit of the chairman and secretary of the meeting, certified to by a majority of the trustees, and filed as required by the second section of this act; and when so filed, the capital stock of the corporation shall be increasd or diminished to the amount specified in the certificate.

(3409.) SEC. 21. Upon the dissolution of any corporation formed under this act, the trustees at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses.

(3410.) SEC. 22. Any corporation formed under this act may dissolve and disincorporate itself by presenting to the district judge of the district in which the office of the company is located a petition to that effect, accompanied by a certificate of its proper officers, setting forth that at a meeting of the stockholders, called for the purpose, it was decided by a vote of a majority of 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 of the county once a week for eight weeks, or if no newspaper is published in the county, by publication in the newspaper nearest thereto in the state. At the time or place appointed, or at any other time or place to which it may be postponed by the judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

(3411.) SEC. 23. Any corporation desiring at any time to remove its principal place of business into some other county in the state shall file in the office of the county clerk of such county a certified copy of its certificate of incorporation. If it is desired to remove its principal place of business to some other city, town, or locality within the same county, publication shall be made of such removal at least once a week for four weeks in the newspaper published nearest to the city, town, or locality from which the principal place of business of such corporation is desired to be removed. The formation or corporate acts of no corporation heretofore formed under this act shall be rendered invalid by reason of the fact that its principal place of business may not have been designated in its certificate of incorporation: Provided, That within six months from the passage of this act such corporation shall cause publication to be made once a week for at least four weeks in a newspaper published nearest to the city, town, or locality where the principal place of business of such corporation has in fact been located, designating the city, town, or locality and county where its principal place of business shall be located. On compliance with the provisions of this section, in the several cases herein mentioned, the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality and county in the state.

(3412.) SEC. 24. In corporations already formed, or which may hereafter be formed under this act, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet, shares, or interest in any mining-claim in this state for the working and development of which such corporation shall be or has been formed, no actual subscription to the capital stock of such corporation shall be necessary, but each owner in said mining-claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the value of so much of his or her interest in said mining-claim, the legal title to which he or she may, by deed, deed of trust, or other instrument, vest, or have vested, in such corporation for mining purposes, such subscription to be deemed to have been made on the execution and delivery to such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied, or which may hereafter be levied, by the board of trustees of such corporation, be affected by reason of the fact that

the full amount of the capital stock of such corporation, as mentioned in its certificate of incorporation, shall not have been subscribed as provided in this section: Provided, That the greater portion of said amount of capital stock shall have been subscribed: And provided further, That this section shall not be so construed as to prohibit the stockholders of any corporation formed, or which may be formed, for mining purposes, as provided in this section, from regulating the mode of making subscription to its capital stock and calling in the same by by-laws or expressed contract.

(3413.) SEC. 25. All corporations already formed, or which may hereafter be formed under this act, for mining purposes, shall be governed by the mining laws of the district where the mine is located: Provided, That the amount of money so expended in incorporating said company and the procuring of the necessary books for said corporation shall be deemed in law as so much money expended in working said claim.

(3414.) SEC. 26. When any mining incorporation, holding or working any mine or mines in this state, shall disincorporate under the provisions of this act, the board of trustees of said corporation shall convey by deed to the stockholders of said company all mines and other property of said corporation, in proportion to the amount of stock each stockholder shall hold in the mine or mines and other property owned by said corporation, which deed shall be recorded in the office of the county recorder of the county in which the mine is located.

(3415.) SEC. 27. An act entited "An act to provide for the formation of corporations for certain purposes", approved December twentieth, one thousand eight hundred and sixty-two, also an act amendatory of and supplementary to an act entitled "An act to provide for the formation of corporations for certain purposes", approved December twentieth, one thousand eight hundred and sixty-two, approved February nineteenth, one thousand eight hundred and sixty-four, are hereby repealed.

(3416.) SEC. 28. Corporations formed under the provisions of this act for mining, milling, or ore-reduction purposes may subscribe to and become stockholders in any corporation, company, or association now formed, or which may hereafter be formed, for the purpose of constructing any tunnel, shaft, or other work which may be calculated to aid or facilitate the exploration, development, or working of any mine or mining ground in this state; and any corporation so becoming a stockholder therein shall, in proportion to its interest, be subject to all the liabilities and entitled to all the rights and privileges of an individual stockholder.

NOTE.-Act of February 1 (Stats., 1867, p. 44).

NOTE.-This act is amended by act approved February 17, 1875 (Stats., 1875, p. 68). The amendatory act was also amended by act approved February 11, 1881 (Sess. Laws, 1881, p. 34).

AN ACT concerning corporations. (Approved March 11, 1865; Sess. Laws, 1865, p. 388; Comp. Laws, vol. 2, 281.) (3417.) SECTION 1. All associations or companies heretofore organized and acting in the form and manner of corporations, and that have filed certificates for the purpose of being incorporated in the office of the county clerk in which the principal place of business of the company is intended to be located, and a certified copy of the same in the office of the secretary of state, but whose certificates are in some manner defective, or have been improperly acknowledged, or have been acknowledged before a person not authorized by law to take such acknowledgments, or where a conveyance has been made to the persons named in the certificate of incorporation as trustees, prior to the filing of the certificate of incorporation as above stated, are hereby declared to be and to have been a corporation from the date of filing of such certificates in the same manner and with like effect and intent as if such certificates were without fault and properly acknowledged before an officer having authority to take such acknowledgments, and such conveyances or deeds shall be held and construed to convey to the corporations, respectively, the title and estate mentioned therein for the uses and purposes in such conveyances or deeds as expressed therein.

(3418.) SEC. 2. Nothing herein contained shall be held or construed so as to impair any rights which have heretofore been acquired by or vested in any person or persons whatsoever.

CHAP. CXV.-OF EXTENDING THE PROVISIONS OF THE GENERAL INCORPORATION ACT TO CORPORATIONS CREATED PRIOR TO ITS PASSAGE; CONFIRMATION OF PROCEEDINGS FOR DISINCORPORATING AND IN INCREASING CAPITAL STOCK AND PURCHASE OF MINING PROPERTY.

Sec.

3419. Preamble; act to apply to corporations formed prior to its passage.

3420. Orders, decrees, etc., made prior to March tenth, eighteen hundred and sixty-five, ratified.

Sec.

3421. Power of corporations to purchase and hold mining property. 3422. How exercised.

AN ACT to extend the provisions of an act entitled "An act to provide for the formation of corporations for certain purposes", approved March tenth, eighteen hundred and sixty-five, to corporations created prior to that time, and to confirm proceedings taken for the purpose of disincorporating corporations, and for the purpose of increasing the capital stock of corporations. (Approved January 16, 1866.)

Whereas it is doubtful whether certain sections of the act referred to above apply to corporations created and formed prior to the passage of said act: Therefore,

The people of the State of Nevada, represented in senate and assembly, do enact as follows:

(3419.) SECTION 1. The act entitled "An act to provide for the formation of corporations for certain purposes",

approved March tenth, eighteen hundred and sixty-five, and each section and provision thereof, shall apply to all corporations created or formed or doing business in this state, or the late territory of Nevada, prior to the passage of said act, and shall constitute the rule for the government and management of the affairs and business of such corporations.

(3420.) SEC. 2. All orders or decrees made by any court or judge in this state since March the tenth, one thousand eight hundred and sixty-five, disincorporating or dissolving any corporation created or formed or doing business in this state, or the late territory of Nevada, prior to said date, and all certificates of the proceedings of stockholders' meetings of such corporations, held for the purpose of increasing or diminishing the amount of the capital stock of the same, are hereby ratified, confirmed, and made valid; and all orders made as aforesaid, and all proceedings had and taken in pursuance to and by virtue thereof, are hereby ratified and made valid, and all the certificates aforesaid having for their object the increase or diminution of the capital stock of such corporations, and filed as provided in section two of said act of March tenth, are made valid, and from the time of the filing thereof the capital stock of the corporation named in any such certificate shall be deemed increased or diminished as therein provided, and all proceedings subsequently had and done under, in pursuance to, and having reference to said certificate and the laws applying thereto shall be valid and effectual for all purposes.

AN ACT concerning the powers of corporations. (Approved March 3, 1866; Stats., 1866, p. 204; Comp. Laws, vol. 2, p. 283.) (3421.) SECTION 1. All corporations for the purpose of mining, formed, or which may be hereafter formed, under the laws of the state of Nevada, or which were formed under the laws of the territory of Nevada, shall have power to purchase and hold such mining property as they may deem meet.

(3422.) SEC. 2. The power to make such purchases by any corporation shall be exercised only by a majority in interest of all the stockholders in any such corporation, or by such person or persons as may, by such majority, be duly appointed to act in their stead.

Sec.

CHAP. CXVI.-OF THE PROOF OF THE EXISTENCE AND CORPORATE NAME OF FOREIGN CORPORATIONS.

3423. Foreign corporations required to file copy of certificate.

Sec.

3424. Carrying on business without filing deemed misdemeanor; penalty.

AN ACT to require foreign corporations to furnish evidence of their incorporation and corporate name. (Approved March 3, 1869; Sess. Laws, 1869, p. 115; Comp. Laws, vol. 2, p. 283.)

(3423.) SECTION 1. Every incorporated company or association created and existing under the laws of any other state, or of any foreign government, shall file in the office of the county recorder of each county of this state wherein such corporation is engaged in carrying on business of any character, a properly-authenticated copy of their certificate of incorporation, or of the act or law by which such corporation was created, with a proper certificate of the officers of the corporations as to the genuineness of the same, and to each of such certificates shall be appended a duly-certified list of the officers of such corporation.

(3424.) SEC. 2. Any person or persons who shall act as the managing agent or superintendent of any such corporation, in conducting or carrying on any business of such corporation in any of the counties of this state without any such certificate having been filed as required, as provided in section one herein, shall be deemed guilty of a misdemeanor, and, on conviction, shall be fined not exceeding five hundred dollars, to which may be added imprisonment not exceeding six months.

NOTE. This act is amended by act approved January 30, 1877 (Sess. Laws, 1877, p. 57).

CHAP. CXLVII.-OF THE DIVERSION OF WATER, AND RIGHT OF WAY THROUGH THE LANDS OF OTHERS.

Sec.

3852. Manner of constructing and maintaining a ditch or flume.

3853. Right conferred to enter and appropriate private lands; compensation, how made; duty of appraisers; tender to be made; proviso; appeal.

Sec.

3854. Act not to interfere with prior right.

3855. Act to apply to ditches and flumes already constructed.

AN ACT to allow any person or persons to divert the waters of any river or stream, and run the same through any ditch or flume, and to provide for the right of way through the lands of others. (Approved March 3, 1866; Sess. Laws, 1866, p. 202; Comp. Laws, vol. 2, p. 415.)

(3852.) SECTION 1. Any person or persons desiring to construct and maintain a ditch or flume within any one or more of the counties of this state shall make, sign, and acknowledge, before some officer entitled to take acknowledgments of deeds, a certificate, specifying: First, the name by which the ditch or flume shall be known;

and, second, the names of the places which shall constitute the termini of said ditch or flume. Such certificate shall be accompanied with a plat of the proposed ditch or flume, and shall be recorded in the office of the county recorder of the county or counties within or through which such ditch or flume is proposed to be located; and the record of such certificate and plat shall give constructive notice to all persons of the matters therein contained. The work of constructing such ditch or flume shall be commenced within thirty days of the time of making the certificate above mentioned, and shall be continued with all reasonable dispatch until completed.

(3853.) SEC. 2. Any person or persons proposing to construct a ditch or flume under the provisions of this act shall have the right to enter upon private lands for the purpose of examining and surveying the same; and where such lands cannot be obtained by the consent of the owner or owners thereof, so much of the same as may be necessary for the construction of said ditch or flume may be appropriated by said person or persons, after making compensation therefor, as follows: Said person or persons shall select one appraiser, and said owner or owners shall select one, and the two so selected shall select a third. In case the owner or owners shall from any cause fail, for the period of five days, to select an appraiser as hereinbefore provided, then it shall be the duty of the appraiser selected by the person or persons proposing to construct said ditch or flume to select a second appraiser, and the two so selected shall select a third, and in either case the three selected shall, within five days after their selection, meet and appraise the lands sought to be appropriated, after having been first duly sworn by some officer entitled to administer oaths to make a true appraisement thereof, according to the best of their knowledge and ability. If such person or persons shall tender to such owner or owners the appraised value of such land, they shall be entitled to proceed in the construction of the ditch or flume over the lands so appraised, notwithstanding such tender may be refused: Provided, That such tender shall always be kept good by such person or persons: And provided further, That an appeal may be taken by either party from the findings of the appraisers to the district court of the district within which the lands so appraised shall be situated, at any time within ten days after such appraisement.

NOTE. As amended March 5 (Stats., 1869, p. 129).

(3854.) SEC. 3. Nothing in this act contained shall be so construed as to interfere with any prior or existing claim or right.

(3855.) SEC. 4. This act shall apply, and the rights and privileges herein conferred shall inure, to the benefit of all persons or corporations who have heretofore constructed and now maintain, ditches, flumes, or aqueducts in this state, from whatever source they may have procured water, such persons or corporations being required to make and file the certificate mentioned in section one of this act, and upon such filing the party or parties filing the same shall be authorized, from time to time, to extend his or their ditch or flume, and proceed to condemn private property for such ditch or flume, or for any reservoir or reservoirs connected or to be used in connection with such ditch or flume, as provided in section two of this act.

Sec.

CHAP. CLVIII.—OF THE BUSINESS OF ASSAYING.—REGULATIONS OF ASSAYING.

4032. Assayers required to make monthly returns; what return to set forth.

Sec.

4034. Assayers required to place description on bars of bullion. 4035. Penalty for neglect or refusal.

4033. What deemed a misdemeanor; penalty. AN ACT to regulate the business of assaying within the state of Nevada. (Approved February 13, 1867; Sess. Laws, 1867, p. 57; Comp. Laws, vol. 2, p. 468.)

(4032.) SECTION 1. Every person or firm now engaged in, or who may hereafter engage in, the business of assaying within the state of Nevada, shall make and file, at the end of each and every month, with the county clerk of the county where such business is pursued, a sworn return, subscribed with the name and verified by the oath of the person having the charge and control of such business; which return shall set forth the name and place of residence of every person within such month depositing or selling bullion or amalgam for melting, retorting, refining, or assaying, together with the date of the deposit, the amount then deposited, the name of the mine and mill, blanket, sluice, or other source from which the same was obtained.

(4033.) SEC. 2. Every person or firm, within the state of Nevada, engaged in or carrying on the business mentioned in the first section of this act, who shall neglect or refuse to comply with its provisions, or any of them, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by fine of not less than one thousand dollars and not more than five thousand dollars, and shall be imprisoned in the county jail not less than one month nor more than six months, for each and every such refusal or neglect.

AN ACT to regulate the business of assaying within the state of Nevada. (Approved March 3, 1869; Sess. Laws, 1869, p. 113.) (4034.) SECTION 1. Every person or firm now engaged in, or who may hereafter engage in, the business of assaying within the state of Nevada shall be required to place a written description, pasted on or stamped upon