Page images






Manufacturing, Agricultural, Mining, Mechanical, Insurance, Mercantile,

Transportation, Market, and Savings Bank Corporations. Sec. 605. Certificate.

Sec. 624. Executors, and so forth, not Sec. 606. Certificate.

personally liable. Sec. 607. Signers incorporated.

Sec. 625. Executors, and so forth, may Sec. 608. Trustees.

vote. Sec. 609. Elections.

Sec. 626. Pledges of stock. Sec. 610. Elections.

Sec. 627. Stock book. Sec. 611. Officers.

Sec. 628. Stock book. Sec. 612. By-laws.

Sec. 629. Transfers. Sec. 613. Calls.

Sec. 630. Transfers. Sec. 614. Stock,

Sec. 631. Inspection of books. Sec. 615. Liability of stockholders. Sec. 632. Inspection of books. Sec. 616. Payments on capital stock. Sec. 633. Increase or diminution of stock. Sec. 617. Annual reports.

Sec. 634. Increase or diminution of stock. Sec. 618. Penalty for failure.

Sec. 635. Increase or diminution of stock. Sec. 619. False report:

Sec. 636. Increase or diminution of stock. Sec. 620. Stock of other companies not Sec. 637. Increase or diminution of stock. to be bought.

Sec. 638. Increase or diminution of stock. Sec. 621. Loans to stockholders.

Sec. 639. Increase or diminution of stock. Sec. 622. Dividends.

Sec. 640. Copy of certificate to be eviSec. 623. Dividends.




Stat. L., 533.

SEC. 605. CERTIFICATE.—Any three or more persons 1870, sec. 2; 16 who desire to form a company for the purpose of carry- Stat. 1., 153; sec. ing on any enterprise or business which may be lawfully District of Colum conducted by an individual, excepting banks of circula- biqet Mar. 3, 1901, tion or discount, railroads, and such other enterprise or sec. 605; 31' Stat! business as may be otherwise specially provided for in Ac?** June 30, this Code, may make, sign, and acknowledge, before some 1902, sec. 605; 32 officer competent to take the acknowledgment of deeds, and file in the office of the recorder of deeds, a certificate in writing: Provided, That nothing herein contained shall be held to authorize the organization of corporations to buy, sell, or deal in real estate, except corporations to transact the business ordinarily carried on by real estate agents or brokers. SEC. 606. IN SUCH CERTIFICATE SHALL BE STATEDFirst. The corporate name of the company and the Stat

. 1., 153, sec. object for which it is formed.

Second. The term of its existence, which may be perpetual.

Third. The amount of the capital stock of the company and the number of shares of which said stock shall consist.

Act June 17, 1870, sec. 2; 16

553, Rev. Stat., District of Columbia.

Act Mar.3, 1901, sec. 606; 31 Stat. L., 1285.


Fourth. The number of trustees who shall manage the concerns of the company for the first year and their


sec. 4; 16 Stat. L.,

L.. 1285.

sec. 4; 16 Štat. L..

., of Columbia.

Fifth. The name of the place in the District in which

the operations of the company are to be carried on. Act May 5, 1870, SEC. 607. SIGNERS INCORPORATED.—When the certifi102; sec, 554, Rev. cate shall have been filed, in accordance with the proviStat... District of sions of the preceding section, the persons who shall have Act Mar. 3, 1901, signed and acknowledged the same and their successors

shall be a body politic and corporate in fact and in name, by the name stated in such certificate, and by that name have succession and be capable of suing and being sued in any court of law or equity in the District; and they and their successors may have a common seal and make and alter the same at pleasure, and they shall by their corporate name be capable in law of purchasing, holding, and conveying any real or personal estate whatever which may be necessary to enable the company to carry on its operations named in such certificates, but shall not mortgage such estate or give any lien thereon, except in pursuance

of a vote of the stockholders of the company. Act May 5, 1870, SEC. 608. TRUSTEES.—The stock, property, and con102; sec, 555, Rov: cerns of such company shall be managed by not less than

three nor more than fifteen trustees, who shall, respecsec

. 608:31 Stat: tively, be stockholders, and a majority citizens of the DisL., 1285.

trict, and shall, except for the first year, be annually elected by the stockholders, at such time and place as shall

be determined by the by-laws of the company. Act May 5, 1870, SEC. 609. ELECTIONS.—Public notice of the time and 103; sec. 556, Rev. place of holding such election shall be published not less

than thirty days previous thereto in some newspaper Act Mar;3, 1991, printed and published in the District, and the election L., 1285.

shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All the elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees it shall be filled for the remainder of the year in such manner as may be provided

by the by-laws of the company. Act May 5, 1870, SEC. 610. In case it shall happen at any time that an sec.557, Rev.Stat., District of Coľum- election of trustees shall not be made on the day desig

Act Mar. 3, 1901, nated by the by-laws of said company when it ought to sec. 610; 31 Stat. have been made, the company shall not for that reason

be dissolved, but it shall be lawful on any other day to hold an election for trustees, in such manner as shall be provided by the by-laws, and all acts of trustees shall be valid and binding as against said company until their successors shall be elected.

SEC. 611. OFFICERS.There shall be a president of the Stat. District of company, who shall be designated from the trustees; and Act. Mar. 3, 1901, also such subordinate officers as may be elected or ap

pointed, and who may be required to give security for

sec. 4; 16 Stat. L.,

Stat., District of

L., .

Act May 5,1870, sec. 558,


sec. 611; 31 Stat. L., 1285.


the faithful performance of the duties of their office, as the company by its by-laws may require.

SEC. 612. By-Laws.--The trustees shall have power to Act May 5, 1870, make such prudential by-laws as they deem proper for Stat. District of the management and disposal of the stock and business Act Mar: 3, 1901, affairs of such company, not inconsistent with the laws sec

. 612; 31 'stat. of the District and the Constitution of the United States, and prescribing the duties of officers, artificers, and servants that may be employed, for the appointment of all officers, and for carrying on all kinds of business within the objects and purposes of such company.

SEC. 613. CallS. -No company incorporated under this Act May 5,1870, subchapter shall be authorized to transact any business Stat. District of until ten per centum of the capital stock shall ave been

Act Mar. 3, 1901, actually paid in, either in money or in property at its sec. 613; 31 'stat. actual value; and it shall be lawful for the trustees to call in and demand from the stockholders the residue of their subscriptions in money or property at such times and in such installments as the trustees shall deem proper, under the penalty of forfeiting the shares of stock subscribed for and all previous payments made thereon, if payment shall not be made by the stockholder within sixty days after a personal demand or a notice requiring such payment shall have been published for six successive weeks in a newspaper in the District.

Sec. 614. STOCK.—The stock of such company shall be deemed personal estate and shall be transferable in such Stat. District of manner as shall be prescribed by the by-laws of the com Act Mar. 3, 1901, pany; but no shares shall be transferable until all pre- sec. 614; 31 'Stat vious calls thereon shall have been fully paid in or the shares shall have been declared forfeited for nonpayment.

SEC. 615. LIABILITY OF STOCKHOLDERS.-Al the stock, Act May 5,1870, holders of every company incorporated under this sub- Stat. District of chapter shall be severally individually liable to the cred- Act Mar. 3, 1901, itors of the company in which they are stockholders for sec

. 615; 31 'stat the unpaid amount due upon the shares of stock held by them, respectively, for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded, as prescribed in the following section. SEC. 616. PAYMENTS ON CAPITAL STOCK.—The president

Act May 5, 1870, and a majority of the trustees, within thirty days after stat. District of the payment of the last installment of the capital stock so fixed and limited, shall make a certificate stating the sec

. 616; 31 Stat. amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the trustees; and they shall within the said thirty days record the same in the office of the recorder of deeds of the district.

67445—16° -2

Act May 5,1870, sec.

561, Rev.






Act Mar. 3, 1901,

Act May 5, 1870, sec.

566, Rev.





SEC. 617. ANNUAL REPORTS.—Every such company stat. District of shall annually, except insurance companies, within

Act Mar. 3, 1901, twenty days from the first of January, make a report, sec. 617; 31 Stat! which shall be published in a newspaper in the District, , .

which shall state the amount of capital and of the proportion actually paid and the amount of existing debts, which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of the company, and

filed in the office of the recorder of deeds of the District. Act May 5,1870, SEC. 618. PENALTY FOR FAILURE. If any company fails Stat. District of to comply with the provisions of the preceding section,

Act Mar. 3, 1901, any creditor of the corporation or other person interested sec. 618; 31 'stat. may by petition for mandamus against the corporation

Act Juno. 30, and its proper officers compel such publication to be 1902, sec. 618; 32 Stat. L., 533.

made, and in such case the court shall require the corporation or the officers at fault to pay all the expenses of the

proceeding, including counsel fees. Act May 5, 1870,

SEC. 619. FALSE REPORT.-If any certificate or report Stat. District of made or public notice given by the officers of any com

Act Mar. 3, 1901, pany in the pursuance of the provisions of this subchapsec. 619; 31 Stat. ter shall be false in any material representation, all the

officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all debts of the company contracted while they are stockholders or

officers thereof. Act May 5,1870, SEC. 620. STOCK OF OTHER COMPANIES NOT TO BE Stat. District of BOUGHT.--It shall not be lawful for any company to use 620; 31 Stat. L., other corporation. Mar. 3, 1901, sec. any of their funds in the purchase of any stock in any Act May 5,1870, SEC. 621. LOANS TO STOCKHOLDERS. -No loan of

money Stat. District or shall be made by any company upon the security, in whole

Act Mar. 3, 1901, or in part, of its own stock; and if any such loan shall be sec. 621; 31 'Stat. made, the trustee or officer authorizing the same shall be

June 30, responsible to the corporation therefor: Provided, That Stat. L., 533. nothing herein contained shall be held to release the bor

rower in such a case from liability to the corporation. Act May 5,1870, SEC. 622. DIVIDENDS.—If the trustees of any company Stat. District of shall declare and pay any dividend the payment of which

Act Mar. 3, 1901, would render it insolvent, or which would diminish the sec. 632; 31 Stat amount of its capital stock, they shall be jointly and

severally liable for all the debts of the company then existing and for all that shall be thereafter contracted

while they shall respectively remain in office. Act May 5,1870, SEC. 623. If any of the trustees shall object to declarStat. District of ing such dividend or the payment of the same, and shall,

Act Mar. 3, 1901, at any time before the time fixed for the payment thereof, sec . 623; 31 Stat file a certificate of their objection in writing with the

secretary of the company and with the recorder of deeds of the District, they shall be exempt from the liability prescribed in the preceding section.

sec. 569,




L., 1286.

Act 1902, sec. 621; 32






« PreviousContinue »