1120. Maintaining principal office and appointing agents.

SEC. 16. Every corporation organized under this act shall have and maintain in a conspicuous place on its principal office required by section 14, in letters sufficiently large to be easily read, painted or printed, the corporate name of such corporation. And every such corporation which shall fail or refuse to comply with the requirements of section 14 and of this section, for a period of thirty days, or fail to maintain such office or fail to have a competent agent in charge thereof, on all business days of the year, shall be subject to a fine of not less than one hundred dollars nor more than five hundred dollars, to be recovered with costs by the state before any court of competent jurisdiction by action at law, to be prosecuted by the attorney-general, or by the district attorney of the county in which such action or proceeding to recover such fine is prosecuted. Failure to comply with the requirements of this section for a period of ninety days, shall render the certificate issued by the secretary of state void, and the same can only be revived by a certificate from the governor issued for good and sufficient reasons for noncompliance. As amended, Stats. 1905, 75; 1907, 228.

1121. Voting power of stockholders.

SEC. 17. Unless otherwise provided in the charter, the articles or certificate or by-laws of the corporation, each stockholder whether resident or nonresident, shall at every election be entitled to one vote in person or by proxy for each share of the capital stock held by him; and each member of a corporation without capital stock to one vote, but no share of the stock shall be voted on at any election which has been transferred on the books of the corporation within twenty days next preceding such election. No fractions less than one share shall be recognized in voting nor shall certificates be issued therefor. All proxies and powers of attorney to vote must be in writing and filed with the secretary.

1122. Election to be by ballot.

SEC. 18. All elections of directors or trustees shall be by ballot unless otherwise provided in the charter or articles or certificate of incorporation, or in the by-laws.

1123. Qualification of directors.

SEC. 19. The directors who may be called either directors or trustees, as determined by the articles or certificate of incorporation, shall, before entering upon the duties of their office respectively take and subscribe to an oath, as prescribed by the laws of this state, to perform their duties faithfully and observe and maintain the respect due said laws.

1124. Cumulative voting.

SEC. 20. In all corporations heretofore formed and now existing and in all corporations formed under this act-unless otherwise provided in the certificate or articles of incorporation, original or amended-every stockholder shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are trustees to be elected, or to cumulate said shares and give one candidate as many votes as the number of trustees or directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit, and such trustees or directors shall not be elected in any other manner; unless such method be set forth in said certificate or articles of incorporation or an amendment thereto. The person or persons receiving the greatest number of votes shall be director or directors, trustee or trustees. But a different plan or method of voting, limiting and regulating the mode. of voting, may be prescribed in said certificate or articles of incorporation,

original or amended, and when so prescribed shall be observed and shall govern.

1125. By-laws, how made.

SEC. 21. The power to make and alter by-laws shall be in the stockholders or members, but any corporation may, in its articles or certificate of incorporation, original or amended, or by resolution adopted by a two-thirds vote, or by written consent of two-thirds of the stock, or the holders thereof, or two-thirds of the members, confer that power upon the directors or trustees. By-laws made by the directors under power so conferred, may be altered or repealed by the directors or trustees, or by the stockholders or members. The written consent of the owners of two-thirds of the stock or of two-thirds of the members shall suffice to adopt, amend or repeal any by-law or by-laws. All by-laws in force must be copied legibly in a book called Book of By-laws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective nor in force.

SEC. 22. Every corporation organized under this act shall have a president, secretary and treasurer, who shall be chosen either by the directors or trustees or stockholders, as the by-laws may direct, and shall hold their respective offices until others are chosen and qualified in their stead; the president shall be chosen from among the directors; the secretary shall be sworn to the faithful discharge of his duty; and shall record all the acts and votes of the corporation and its members or stockholders, trustees or directors in a book to be kept for that purpose, and perform such other duties as shall be assigned to him; the treasurer shall give bond in such sum, and with such surety or sureties, as shall be required by the by-laws, for the faithful discharge of his duty. The corporation may have such other officers, agents and factors, who shall be chosen in such manner and hold their office for such terms as may be prescribed by the by-laws.

1127. Meeting of directors, executive committee-Quorum.

SEC. 23. The board of directors or trustees may, by resolution passed by a majority of the whole board, designate two or more of their number to constitute an executive committee, who, to the extent provided in the bylaws of said company, and until a change occurs in said board shall have and exercise the powers of the board of directors or trustees in the management of the business and affairs of the company and may have the power to authorize the seal of the company to be affixed to all papers which may require it, except as modified by the above provisions. A majority of the whole number of trustees or 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, subject to the provisions of the by-laws and of the laws of this state. The board of directors shall hold meetings at such times and places inside or outside of the state and upon such notice as it may prescribe or determine; and the by-laws may provide that any action of a majority, although not as a regularly called meeting, and the record thereof, if assented to in writing by all the other members of the board, shall always be as valid and effective in all respects as if passed by the board in regular meeting.

1128. Vacancies by failure to elect trustees or to qualify.

SEC. 24. If it shall happen, at any time, that an election of trustees or directors shall not be held on the day designated by the by-laws of the company, or otherwise fixed, the corporation shall not for that reason be dissolved, but it shall be lawful, on any other day, to hold an election for trustees or directors in such manner as shall be provided for by law, or statute or in

the by-laws of the company, and all acts of the trustees or directors shall be valid and binding on the company until their successors shall be elected. When a majority of any newly elected board of trustees or directors shall fail to qualify and file in the office of the company their oath of office, within thirty days from the day of their election, it shall be the duty of any officer of the company upon the request of owners in said company representing not less than one-third of the capital stock of the corporation owned in the company, to call a meeting of the stockholders of said company, which meeting when assembled shall have power to elect trustees or directors to supply the place of those who have failed to qualify; but such trustees or directors may qualify and enter upon the duties of their office at any time after the said thirty days, if such meeting for a new election shall not have been called. Whenever a majority of the trustees or directors elected have qualified by taking the oath of office, and one or more of the remaining trustees or directors elected shall fail to qualify within thirty days after their election, then the board of trustees shall fill the vacancy caused by failure to qualify by appointment.

1129. Vacancies in board of directors.

SEC. 25. Any vacancy occurring among the directors or in the office of president, secretary or treasurer by death, resignation, removal or otherwise, except a vacancy caused by the removal of a director pursuant to this act, shall be filled in the manner provided for in the by-laws; in the absence of such provision such vacancies shall be filled by the board of directors; but directors or trustees so appointed shall hold only until their places are filled by an election by stockholders or members.

1130. Revisory power of court.

SEC. 26. The district court of the district wherein said corporation has its principal office upon application of any party who may be aggrieved by or complain of any election or any proceeding, act or matter in or touching the same, ten days' notice having been given to the adverse party or to those who are affected thereby of such intended application, shall proceed forthwith at chambers in any county in the district where the corporation has its principal place of business to hear proofs, affidavits and allegations of the parties, or otherwise inquire into the said matter or cause of complaint and either thereupon establish the election so complained of or order a new election or make such order and give such relief in the premises as right and justice may require, and the judge of said court may also, if any election for directors or trustees is not held on the day designated by law or in the by-laws, order an election to be held on petition of any stockholder, and may punish the officers and directors of said corporation for failure or refusal to obey said order as for a contempt of court.

1131. Stock personal estate-Transfer of.

SEC. 27. Whenever the capital stock of any corporation is divided into shares, and certificates thereof are issued, the stock of the company shall be deemed personal estate. Such shares may be transferred by endorsement and delivery of the certificate thereof, such endorsement being by the signature of the proprietor, or his or her attorney, appointed by written power, or legal representative duly authorized; but such transfer shall not be valid except between the parties thereto, until the same shall 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, and the old certificate surrendered and canceled, which must be done in all cases, except in case of loss or destruction of original, before a new one issue. 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, authorized by writing, 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.

1132. Payment of subscribed capital stock.

SEC. 28. The stockholders of any corporation formed under this act, may in the by-laws of the company prescribe the times, manners 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 or directors 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. The trustees shall also have power at such times and in such amount, as they may from time to time deem the interest of the corporation to require, to levy and collect assessments upon the capital stock of the corporation, as herein provided, but not upon stock issued as paid up unless so specified and provided in the original certificate or articles of incorporation, which shall not be amended in this respect. Notice of each assessment or call 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 office or place of business of the company is located, and in a newspaper published in the county wherein the property of the company or corporation is situated if in this state, and if no paper be published in either of such counties, then the newspaper published nearest to the said principal place of business in the state.

1133. Sale for nonpayment of calls.

SEC. 29. If after such notice has been given, any stockholder shall make default in the payment of the call or assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the call or amount of subscribed capital called in or the assessment upon all the shares held by him, her or them, together with all costs of advertising and expenses of sale. The sale of said shares shall be made at the office of the company at public auction to the highest bidder, after a notice thereof published for four weeks, as above in this section directed, and a copy of such notice mailed to each delinquent stockholder if his address is known four weeks before such sale, and at such sale the person who shall pay the call or 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.

1134. When company may buy its stock.

SEC. 30. Every corporation in this state shall also have the power, whenever at any assessment sale of the stock of said corporation or sale for unpaid subscription or call no person will take the stock and pay the assessment, or amount unpaid and due thereon and costs, to purchase such stock and hold the same for the benefit of the corporation. All purchases of its own stock by any corporation in this state which have been previously made at assessment sales whereat outside parties have failed to bid, and which purchases were for the amount of assessments due, and costs or otherwise, shall be held valid, and as vesting the legal title to the same in said corporation. The stock so purchased shall be held subject to the control of the remaining stockhold

ers, who may make such disposition of the same as they may deem fit. Whenever any portion of the capital stock of any corporation is held by the said incorporation by purchase or otherwise, a majority of the remaining shares of stock in said corporation shall be held to be a majority of the shares of the stock in said incorporated company, for all purposes of election or voting on any question before a stockholders' meeting.

1135. Stockholders liable until subscriptions are fully paid.

SEC. 31. Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy its debts and obligations, each stockholder shall be bound to pay on each share held by him the sum necessary to complete the amount of such share, as fixed by the charter of the corporation, or its articles of incorporation, or such proportion of that sum as shall be required to satisfy such debts and obligations, but no more. No suit shall be brought against any director or stockholder for any debt of a corporation organized as aforesaid, of which he is such director or stockholder, until judgment be obtained therefor against such corporation and execution thereon returned unsatisfied.

1136. Trustees not personally liable.

SEC. 32. No person holding stock in any corporation incorporated in this state as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally liable or subject to any liability as a stockholder in or of such corporation (provided the transfer and the books of the company show the nature of the transfer and that the said stock is held in such fiduciary capacity or as a pledge and as security merely), but the person pledging such stock shall be considered as holding and owning the same, and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner and to the same extent as the testator or intestate or the ward or the person interested in such fund would have been had he been living and competent to act and hold the stock in his own name.

1137. Liabilities created by statutes of other states not to be enforced in this state.

SEC. 33. No action or proceeding shall be maintained by any creditor of any corporation, nor by said corporation, nor by any other party or person in any court of this state against any stockholder, officer or director of any domestic corporation for the purpose of enforcing any statutory personal liability of such stockholder, officer or director for or upon any debt, default or obligation of such corporation, whether such statutory personal liability be deemed penal or contractual, if such statutory personal liability be created by or arise from the statutes or laws of the United States or of any other state, territory, colony or foreign country.

[Secs. 34 and 35, repealed, Stats. 1905, 75.]

1138. Conversion of preferred stock into bonds; issue of bonds convertible into common stock.

SEC. 36. With the consent of two-thirds in interest of each class of the stockholders present in person or by proxy at a meeting called in the manner provided in section 40 of this act, every corporation organized under this act, that shall have issued preferred stock, entitling the holders thereof to receive dividends at a rate exceeding seven per centum per annum, and that shall have continuously declared and paid dividends at such rate, on such preferred stock for the period of at least one year next preceding the meeting, and whose floating or unfunded debt at the time of the stockholders' meeting shall, in the certificate thereof filed with the secretary of state, be certified. not to exceed ten per centum of the par amount of the preferred stock then