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the instance of the owner of the building or other improvements, or his agent; and every contractor, subcontractor, architect, builder, or other person having charge of any mining, or of the construction, alteration, or repair, either in whole or in part, of any building or other improvement, as aforesaid, shall be held to be the agent of the owner for the purposes of this act.
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SEc. 4. The land upon which any building, improvement, or structure is constructed, together with a convenient space about the same, or so much as may be required for the convenient use and occupation thereof, to be determined by the court on rendering judgment, is also subject to the lien, if at the commencement of the work, or of the furnishing of the materials for the same, the land belonged to the person who caused said building, improvement, or structure to be constructed, altered, or repaired, but if such person owned less than a fee-simple estate in such land, then only his interest therein is subject to such lien.
SEC. 5. The liens provided for in this act are preferred to any lien, mortgage, or other incumbrance which may have attached subsequent to the time when the building, improvement, or structure was commenced, work done, or materials were commenced to be furnished; also to any lien, mortgage, or other incumbrance of which the lienholder had no notice, and which was unrecorded at the time the building, improvement, or structure was commenced,
work done, or the materials were commenced to be furnished.
G E N E R A L LAW S OF 1 880.
General incorporation act. Chap. 3, of 1868.
SECTION 1. Corporations for mining, manufacturing, or other industrial pursuits, or the construction or operation of railroads, wagon roads, irrigating ditches, and the colonization and improvement of lands in connection therewith, or for colleges, seminaries, churches, libraries, or any benevolent, charitable, or scientific associations, may be formed according to the provisions of this act, such corporation and the members thereof being subject to all the conditions and liabilities herein imposed, and to none others.
NotE.—As amended 1876, ch. 37 (Sess. Laws, 1876, p. 115).
SEC. 2. Any three or more persons who may desire to form a company for any one or more of the purposes specified in the preceding section may make, sign, and acknowledge before the secretary of the territory, or some officer competent to take the acknowledgment of deeds, and file in the office of the secretary of the territory, a statement in writing (for the filing of which said certificate the secretary shall receive a fee of ten dollars), in which shall be set forth the full names of such persons, the corporate name of the company, the objects for which the company shall be formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares of which the stock shall consist, the number of directors, and their names, who shall manage the concerns of the company for the first three months, and the name of the city or town and county in which the principal place of business of the company is to be located. A copy of said certificate, duly certified by the secretary of the territory, shall be filed in the office of the probate clerk in the county where the principal place of business of the corporation is located. The secretary of the territory, upon the payment of fees authorized by law, shall furnish any person interested as many certified copies as he may require. SEC. 3. A copy of any certificate of incorporation filed in pursuance of this act, and certified by the secretary . of the territory, shall be received in all the courts and places as presumptive evidence of the facts therein. SEC. 4. When the certificate shall have been filed, the persons who shall have signed and acknowledged the same, their associates and successors, shall be a body politic and corporate, in fact and in name, by the name stated in the certificate, and by their corporate name have succession for the period limited, and power: 1st. To sue and be sued in any court; 2d. To make and use a common seal, and alter the same at pleasure; 3d. To purchase, hold, sell, mortgage, and convey such real and personal estate as the purposes of the corporation shall require; 4th. To appoint such officers, agents, and servants as the business of the corporation shall require, to define their power, prescribe their duties, and fix their compensation; 5th. To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will, except that no director shall be removed from office unless by a vote of two-thirds of the whole number of directors; 6th. To make by-laws, not inconsistent with the laws of this territory, for the organization of the company, the management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company. SEC. 5. The corporate powers of the corporation shall be exercised by a board of not less than three directors, who shall be stockholders of the company, and a majority of them citizens of the United States and residents of this territory, and who shall, after the expiration of the term of the directors first selected, be annually elected by the stockholders, at such time and place, and upon such notice, and in such mode, as shall be directed by the
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by-laws of the company; but all elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to as many votes as he owns shares of stock, and the persons receiving the greatest number of votes shall be directors. When any vacancy shall happen among the directors, by death, resignation, or otherwise, it shall be filled for the remainder of the year in such manner as may be provided by the laws of the company. SEC. 6. If it should happen at any time that an election of directors shall not be made on the day designated by the by-laws of the company, the corporation shall not for this reason be dissolved, but it shall be lawful on any other day to hold an election for directors in such manner as shall be provided for by the by-laws of the company; and all acts of directors shall be valid and binding upon the company until their successors shall be elected. SEC. 7. A majority of the whole number of directors shall form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board shall be valid as a corporate act. SEC. 8. The first meeting of the directors shall be called by a notice, signed by one or more of the persons named directors in the certificate, setting forth the time and place of the meeting, which notice shall be either delivered personally to each director, or published at least ten days in some newspaper of the county in which is the principal place of business of the corporation, or if no newspaper be published in the county, then by posting up legible notices in six of the most public places in said county for the period before named. SEC. 9. The stock of the company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no transfer shall be valid, except between the parties thereto, until the same shall be so entered on the books of the company as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer. SEC. 10. The directors shall have power to call in and demand from the stockholders the sum by them subscribed at such time and in such payments as they may deem proper; notice of each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks in some newspaper published at the place designated as the principal place of business of the corporation, or if none be published there, then by posting such notice for that period in at least six of the most public places in the county in which said principal place of business of the corporation is located. If, after each 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 on all the shares held by him. The sale of said shares shall be made as prescribed in the by-laws of the company: Provided, That no sales shall be made except at public auction to the highest bidder, after a notice of thirty days, published as above directed in this section; and that at such sale the person who will agree to pay the assessment so due, together with the expense of advertising and other expenses of sale, for the smallest number of whole shares, shall be deemed the highest bidder. 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. 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 accordingly as a stockholder. SEC. 13. It shall not be lawful for the directors to make any dividend except from the surplus profits arising from the business of the corporation, nor to divide, withdraw, or 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 violations of the provisions of this section, the directors 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 directors 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 in the event of its dissolution, to the full amount so divided, withdrawn, paid out, or reduced: 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 the payment of all its debts upon the dissolution of the corporation or the expiration of its charter. SEC. 14. The total amount of debts of the corporation shall not at any time exceed the amount of the capital stock, and in case of any excess, the directors 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 directors at the time, and except these who were 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 its dissolution, to any of the creditors thereof, for the full amount of such excess. SEC. 15. No person holding stock as executor, guardian, or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder in the company; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estate and funds in the hands of the executor, administrator, guardian, or trustee shall be liable in like manner and to the extent as the testator or intestate, or as the ward or person interested in the trust fund would have been, if he had been living and competent to act and hold the stock in his own name. SEC. 17. 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 its debts and liabilities shall exceed the sum to which the capital is to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of capital. SEC. 18. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of stockholders may be called by a notice, signed by at least a majority of the directors, and published for at least four weeks as provided in section ten of this act, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to 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 capital stock. SEC. 19. If at any meeting so called a sufficient number of votes has 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 the debts and habilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, signed, and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the directors, and filed as required by section two of this act, and when so filed the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate. SEC. 20. Upon the dissolution of any corporation formed under this act the directors at the time of dissolution shall be directors of the creditors and stockholders of the corporation dissolved, and shall have full power to sue for and recover the debts and property of the corporation by the name of the directors of such corporation, collect and pay the outstanding debts, settle its affairs, and divide amongst the stockholders the money and other propert that shall remain after the payment of the debts and necessary expenses. SEC. 21. Any corporation formed under this act may dissolve and disincorporate itself by presenting, to the probate or county judge of the county in which the meetings of the directors are usually held, a petition to that effect, accompanied by a certificate of its proper officers, and setting forth that at a general or special meeting of the stockholders, called for that purpose, it was decided by a vote of two-thirds of all the stockholders to disincorporate and dissolve the corporation; notice of 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 as provided in section ten of this act. At the time and place appointed, or at any other 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. SEC. 22. If any corporation formed under this act shall not organize and commence the transaction of its business within two years from the date of filing the certificate of its incorporation, its corporate powers shall cease. SEC. 23. All corporations heretofore formed by virtue of any law of the territory of New Mexico shall comply with and conform to the provisions of this act, so far as the same shall be applicable, and shall not interfere with any vested right. SEC. 24. Whenever any persons shall have formed themselves into an incorporation according to the provisions of this act, it shall not be lawful for any other persons to become incorporated under the same name or designation, nor for the same immediate purpose. This last provision shall not apply to mining, mechanical, or manufacturing operations,
AN ACT amending the general corporation act. (Gen. Laws, p. 212.)
SECTION 1. Every company or corporation incorporated under the laws of any foreign state or kingdom, or of any state or territory of the United States beyond the limits of this territory, and now or hereafter doing business in this territory, shall file in the office of the secretary of this territory, and in the office of the recorder of deeds of the county in which the principal place of business of such corporation shall be, a copy of its charter of incorporation, or, in case such company is incorporated under any general incorporation law, a copy of its articles of incorporation and of such general incorporation law, all duly certified and authenticated by the proper authority of such foreign state, kingdom, or territory. Such company shall also, before it is authorized or permitted to do business in this territory, make and file with the secretary of the territory, and in the office of the recorder of deeds of the county in which its principal place of business shall be, a certificate, signed by the president and secretary of such company, duly acknowledged, designating the principal place where the business of such company shall be carried on in this territory, and an authorized agent or agents residing at such principal place of business upon whom process may be served; and such corporation shall have the same powers and shall be subject to all the liabilities and duties as corporations of a like character organized under the general laws of this territory, but they shall have no other or greater powers; and no foreign or domestic corporation established or maintained in any way for pecuniary profit of its stockholders or members shall purchase or hold real estate in this territory, except as provided for in this act and the laws of the territory now existing, and no corporation doing business in this territory, incorporated under the laws of any other state, shall be permitted to mortgage, pledge, or otherwise incumber its real or personal property situated in this territory to the injury or exclusion of any citizen, citizens, or corporations of this territory who are creditors of such foreign corporation, and no mortgage by any foreign corporation, except railroad and telegraph companies, given to secure any debt created in any other state, shall take effect as against any citizen or corporation of this territory until all its liabilities due to any person or corporation in this territory at the time of recording such mortgage have been paid and extinguished. SEC. 2. A failure to comply with the provisions of the foregoing section shall render each and every officer, agent, and stockholder of any such corporation so failing, jointly, severally, and personally liable on any and all contracts of such company made within this territory during the time that such company is so in default. SEC. 3. The several certificates, charters, and statutes mentioned in section one of this act shall be by the secretary of the territory filed and preserved in his office, and he shall be entitled therefor to the same fees as are allowed him by law for filing articles of incorporation. Copies of such charters, statutes, and certificates, duly certified by the secretary of the territory under his seal of office, shall be competent evidence in all courts of this territory of the corporate character of such companies and of their powers, duties, and liabilities, and the originals thereof may be used in like manner, be used in evidence of these matters with like effect. SEC. 4. Suits may be instituted and prosecuted by and against any corporation formed or recognized [organized] under this act in the same manner and in like cases as natural persons. SEC. 5. The certified copy of any articles of incorporation and changes thereof, together with all indorsements thereon, under the great seal of the territory of New Mexico, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated. SEC. 6. In suits against any corporation summons shall be served in that county where the principal office of the corporation is kept or its principal business carried on, by delivering a copy to the president thereof, if he may be found in said county, but if he is absent therefrom, then the summons shall be served in like manner in the county on either the vice-president, secretary, treasurer, cashier, general agent, general superintendent, or stockholder, or any agent of said corporation, within such time and under such rules as are provided by law for the service of such process in suits against real persons, and if no such person can be found in the county where the principal office of the corporation is kept, or in the county where its principal business is carried on, to serve such process upon, a summons may issue from either one of such counties, directed to the sheriff of any county in this territory where any such person may be found, and served with process. If such corporation keeps no principal office in any county, and there is no county in which the principal business of such corporation is carried on, then suit may be brought against it in any county where the above-mentioned officers, or any or either of them, may be found: Provided, That the plaintiff may, in all cases, bring his action in the county where the cause of action accrued. SEC. 7. It shall be the duty of the directors or trustees of every such corporation, except railroad or telegraph corporations, to cause a book to be kept by the secretary or clerk thereof, containing the names of all persons, alphabetically arranged, who are or shall within one year have been stockholders of such corporation, and showing their place of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and the time when they ceased to be stockholders, and the amount of stock actually paid in, and what proportion has been paid in cash; which book shall, during the usual business hours of the day, be open for the inspection of the stockholders and creditors of the company and their personal representatives, at the office or principal place of business of such company, in the county where its business operations shall be located; and any and every such stockholder, creditor, or representative shall have a right to make extracts from such books, and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this act, unless it shall have entered therein, as required by this section, within sixty days from the date of such transfer, by an entry showing to and from whom transferred. Such books shall be presumptive evidence of the facts therein stated in any suit or proceedings of such corporation or against any one or more stockholders. Every officer or agent of any such company who shall neglect to make any proper entry in any such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected and extracts taken therefrom, shall be, as provided by this section, deemed guilty of a misdemeanor, and the corporation shall forfeit and pay to the party injured a penalty of fifty (50) dollars for every such neglect or refusal, and all the damages resulting therefrom. SEc. 8. The dissolution, for any cause whatever, of corporations created as aforesaid shall not take away or impair any remedy given against such corporation, its stockholders, or officers for any liabilities incurred previous to its dissolution. SEC. 9. Corporations may be formed and may do business in this territory under the laws of the territory now existing, and subject to the provisions of this act, to acquire, hold, improve, develop, and manage any hot, mineral, or other sanitary spring, or to lay off land into town-sites, blocks, lots, streets, alleys, avenues, commons, and parks, and to acquire, hold, colonize, improve, and sell lands in connection with any or all of said objects.
SECTION 1. Every person having a family shall have the following property exempt from execution and
distraint or sale for any debt or damages: #. * # # + * + + *
Fourth. The tools and implements belonging to the debtor that may be necessary to enable him to carry on his trade or business, whether agricultural or mercantile, to be selected by him, and not to exceed twenty dollars in value.
NotE.-Act of February 2, 1865 (Gen. Laws, p. 160). + + * *
AN ACT to amend the revenue laws of the territory (Approved January 14, 1876; Gen. Laws, 1876, p. 521.)
SECTION 1. The following property, and no other, shall be exempt from taxation under the revenue laws of the territory: First. All property belonging to the United States. * * * Fourth. All public ditches and canals used for purposes of irrigation. * * * SEC. 2. All other property, of whatsoever description, shall be assessed and taxed as now provided by
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SECTION 2. No person or persons, or their heirs or assigns, shall have or maintain any action or suit, either in law or equity, for any lands, tenements, or hereditaments, but within ten years next after his, her, or their right to commence, have, or maintain such suit shall have come, fallen, or accrued, and that all suits, either in law or equity, for the recovery of any lands, tenements, or hereditaments shall be had and sued within ten years next after the title or cause of action or suits accrued or fallen, and at no time after the ten years shall have passed: Provided, That if any person or persons that is or shall be entitled to commence and prosecute such suit or action in law or equity be or shall be, at the time of said right or title first accrued, come, or fallen, within the age of twenty-one years, femme-covert, non compos mentis, imprisoned, or beyond the limits of the United States and the territories thereof, that then such person or persons, his, her, or their heir or heirs, shall and may, notwithstanding the said ten years be expired, bring his or her suit or action as he, she, or they might have done before the passage of this act, so as such person or persons, his, her, or their heir or heirs shall, within three years next after his, her, or their full age, discoverture, coming of sound mind, enlargement out of prison, coming into the United States or the territories thereof, or death, take benefit of and commence such suit at no time after the said three years: Provided, also, That in the construction of this saving no cumulative disability shall prevent this bar, but shall only apply to that or these disabilities which existed at the time when the right to sue first accrued, and to no other: Provided further, That such action so commenced shall be an action prosecuted with effect, and no other.
NotE.—Act of February 1, 1858 (Gen. Laws, p. 375).
CHAP. XXXVIII.-OF MINES.
Sec. Sec. 1. Claim located on quartz-lead, containing gold, silver, etc., to be 5. County clerk to record proceeding of miners organizing district; held, with dips, spurs, etc., 300 feet in length and 75 feet in may appoint deputy for district to record claims and water
width. | rights; copy of record to be sent to clerk monthly; copy to be 2. Claim, how established; posting notice and effect of; recording subject to inspection. claim; work equivalent to record; failure to work; when forfeits || 6. Miners may make local laws as to water-rights, placer-claims,
claim. and town lots, subject to laws of the United States. 3. Plurality of claims; when allowed, by purchase, by discovery; no || 7. Ditches and flumes; when deemed real property; forfeiture of.
one but discoverer to locate but one claim on lead. 8. Law of conveyance and mechanics' and laborers' lien, in relation 4. Claim to be worked within a year from record; value of annual to real property, to apply to ditches and flumes; placer-claims
work; forfeiture for want of work; corporation may work upon transferred by bill of sale and possession; bill of sale to be
one claim for all claims in lead; when deemed real estate; taxing recorded, when and where.
improvements on. 9. Mortgage of placer-claims to be treated as chattel mortgage.
10. Fees of county clerk for recording conveyance or mortgage.
SECTION 1. That any person or company of persons establishing a claim on any quartz-lead containing gold, silver, copper, tin, or lead, or a claim on a vein of cinnabar, for the purpose of mining the same, shall be allowed to have, hold, and possess the land or vein, with all its dips, spurs, and angles, for the distance of three hundred feet in length and seventy-five feet in width on each side of such lead or vein.