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capital stock agreed upon, the number and kind of officers for the association, with their qualifications and term of office, and the time and manner of their election, removal, and resignation, and whether the private property of the stockholders shall be liable for its obligations or not, with such additional clauses as they deem necessary for the conducting of the business and its future safety and welfare. To this there shall be added the oath or affirmation of four or more of their number, to the effect that they have commenced or it is bona fide their intent to commence and carry on the business mentioned in the agreement, and that the affiants verily believe that each party to the agreement has paid, or is able to and will pay, the amount of his stock subscribed: Provided, That said acknowledgment shall not be made before the probate judge until twenty-five per cent. of the stock subscribed by each shareholder shall have been paid in: Procided, That where the amount of the capital stock of any corporation which may be formed under the provisions of this act, or of the act to which this is amendatory, consists of the aggregate valuation of property for the working, development, management, use, sale, or exchange of which such corporation shall be formed, no actual subscription in money to the capital stock of such corporation shall be necessary; but each owner of such property shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the fair estimated cash value of so much of said property, the title to which he may, by deed of trust, convey, or may have conveyed or vested in such corporation; such subscription to be deemed to have been paid in upon the execution and delivery to such corporation of such conveyance or deed of trust: Provided further, That this section shall not be so construed as to prohibit the stockholders of any corporation from regulating the mode of making subscriptions to its capital stock and calling in the same by by-laws or express contract: And provided further, That where subscriptions to the capital stock of any company are paid in other than money, the fact shall be so stated, and the kind of property, with a description thereof, specified in the articles of agreement.
(531.) SEC. 3. The agreement, with the oath or affirmation, shall, within ten days from its due execution, be deposited with the probate clerk of the county in which the general business is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office, the expenses of which recording shall be paid by the association.
(532.) SEC. 4. Before the first or any other officers shall enter upon the duties of their respective offices, they shall take and subscribe an oath of office, and enter into bonds to the acceptance of the probate judge that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the association with intent to defraud any stockholder, or creditor, or the public. And the oath or affirmation and bonds shall be filed in said office and recorded.
(533.) SEC. 5. So soon as the agreement and oath or affirmation and oath of office and bonds are filed and recorded, the clerk of the probate court shall, under the direction of the probate judge, issue, under the seal of the court, a certificate to the association, therein stating in general terms the facts that the agreement and oath or affirmation and oath of office and bonds have been filed in his office, which shall be sufficient to constitute the association a body corporate, with succession as specified in the agreement.
(534.) Sec. 6. The corporation in its name shall have power to make contracts; to sue and to be sued; to have a seal, which it may alter at pleasure; to buy, use, and sell or dispose of personal property; to buy, use, sell, or dispose of all such real estate as shall be necessary for its general business, and such as shall be necessary for the collection of its debts, or judgments, or decrees in its favor; but it shall not have power to enter into, as a business, the buying and selling of real estate. It may make all such by-laws, rules, and regulations, not inconsistent with the laws in force or which may be in force in this territory, and not inconsistent with other corporate rights and vested privileges, as may be necessary to carry into effect the object of the association, and such by-laws, rules, and regulations may be made in a general meeting of the stockholders or by a board of officers elected by them. It may, as hereinafter provided, increase its capital stock or dissolve the corporation.
(535.) SEC. 7. If more capital than is first subscribed be needed, the stockholders may, at any meeting called for that purpose, by a two-thirds vote of all the stockuolders, increase the same by the sale of more shares, and thereafter the stock may be increased accordingly, but in no case shall the capital stock exceed the sum of ten millions of dollars. Where two or more corporations organized under this act snall desire to unite and consolidate, it shall be lawful for them so to unite and consolidate : Provided, That at a regular meeting of said corporations two-thirds of the stockholders thereof shall by vote determine to so unite and consolidate: Provided further, That notice of the meetings of such several corporations for such purpose shall be called by notice published in some newspaper published at Salt Lake City for at least thirty days before such meetings shall be held.
(536.) SEC. 8. Any corporation formed under this act may dissolve and disincorporate itself by its officers presenting to the probate judge of the county in which the principal office of the company is located a statement setting forth that at a meeting of the stockholders, called for that purpose, it was decided by a two-thirds vote of all 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 having general circulation in the territory once a week for one month. At the time or place appointed, or at any other time or place to which it may be postponed by the judge, said judge shall proceed to consider the application, and if satisfied that the corporation has taken the
necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.
(537.) SEC. 9. Whenever the corporation shall be dissolved, if there shall be debts or claims due to it, or debts or obligations against it, or assets, real or personal, not converted into money for distribution, the corporate powers shall be continued for the purpose of collecting the debts or claims due, and paying its debts or obligations, and selling and converting its assets into money and distributing the same among the stockholders, and if no sufficient means of effecting the object and intent of this section be provided in the agreement or by-laws, the court shall have power, on the application of any person interested, to make all needful rules and orders and judgments necessary to carry the provisions of this section into effect.
(538.) SEC. 10. The corporation shall collect of the stockholders the amount of stock by them subscribed in such installments and at such times as shall be settled by the agreement or by-laws. It shall have a lien on the amount paid in and the dividends thereon for any balance due for the stock of a delinquent stockholder.
(539.) SEC. 11. The officers, after being fully qualified to act, may continue to act, unless removed for misconduct, until their successors are qualified.
(540.) SEC. 12. If, from any cause, the officers shall not be elected at the time provided in the agreement or by-laws, such election may be made at such other time as the officers and directors may appoint. If such appointment be not made within three months, then at the call of any six stockholders.
(541.) SEC. 13. It shall be the duty of the corporation to keep true and correct books of its proceedings and business.
(542.) SEC. 14. The stock shall be deemed personal property, and may be transferred in such manner as may be provided in the agreement or by-laws.
(543.) SEC. 15. If the secretary, clerk, or other person having the charge of keeping the books of the corporation, or any other person whose duty it is to make entries in such books, shall willfully omit to make the proper entries, or shall knowingly and willfully make any false and fictitious entries therein, with intent to deceive or defraud the corporation or any stockholder, creditor, or other person, he and his counselors, advisers, aiders, and abettors shall be deemed guilty of forgery, and shall be punished as provided by law for the punishment of the crime of forgery.
(544.) SEC. 16. If any officer, director, employé, or other person having the charge or management of any money or other property of the corporation, or to whom any such money or other property shall be intrusted for any purpose whatever, shall fraudulently misapply, carry away, secrete, conceal, or convert to his own use any such money or other property, with intent to defraud such corporation or any stockholder, creditors, or other person, he, his counselors, aiders, and abettors shall be deemed guilty of embezzlement, and shall be punished as provided by law for the punishment of embezzlement.
(545.) SEC. 17. It shall be the duty of the clerk with whom the records in this act mentioned are kept, at the request of any person interested therein or who needs the same for evidence, on being paid his fees therefor, to give a transcript of such record, under the seal of said court, which transcript shall be conclusive evidence of such record, and prima facie evidence of the facts therein stated.
(546.) SEC. 18. Non-use for two years of the franchise herein given, or non-compliance with any of the provisions of this act, shall be a forfeiture of the privileges herein granted.
(547.) SEC. 19. Whenever a meeting of the stockholders other than stated meetings shall be necessary, notice shall be given in such manner as may be prescribed in the agreement or by-laws. At all meetings each shareholder shall be entitled to one vote for each share of stock which he or she may have in his or her own right, or any held by him or her in trust for others as administrator, executor, or guardian, and such votes may be given in person or by an authorized agent or proxy.
(548.) SEC. 20. If the agreement mentioned in section two of this act provide that the individual property of the stockholders shall be liable for the corporate obligations, then such property shall be deemed and taken to be so liable; if it provide that such individual property shall not be liable, then it shall be deemed and taken to be not liable: Provided, That the joint property of the association and the unpaid stock shall be liable for the debts of the association.
(549.) SEC. 21. The governor and legislative assembly may hereafter modify or repeal this act; but if it be repealed, or if the franchise of any corporation organized under this act shall be forfeited, the corporation may continue for the purposes specified in section nine of the act to which this is an amendment.
NOTE.—This act is amended by the act approved February 19, 1880 (Sess. Laws, 1880, p.19).
CHAP. I.-THE EXECUTION. (Comp. Laws, p. 459.)
SECTION 219. The following property shall be exempt from execution, except as herein otherwise provided :
Fourth. The tools, tool-chest, and implements of a mechanic or artisan necessary to carry on his trade.
Fifth. The tent or cabin of a miner, including a table, camp-stools, bed and bedding, and necessary tools used in mining, not exceeding the value of four hundred dollars, with provisions necessary to his support for thirty days.
Sixth. Two oxen, or two lorses, or two mules, and their harness, and one cart or wagon, by the use of which a cartman, teamster, or other laborer habitually earns his living, and food for such oxen, horses, or mules for sixty days.
Twelfth. No article or species of property mentioned in this section shall be exempt from execution issued upon a judgment recovered for its price, or a mechanic's or laborer's lien, or upon a mortgage thereon.
AN ACT to amend an act entitled, "An act in relation to proving the records and mining rules and regulations of the mining
districts of this territory, and for other purposes”. (Approved February 21, 1878 ; Sess. Latrs, 1878, p. 8.) SECTION 1. That the act entitled "An act in relation to proving the records and mining rules and regulations of the mining districts of this territory, and for other purposes", approved February 18, 1876, is hereby amended by adding thereto another section, to be known as section 5, as follows:
"SEC. 5. Whenever there is a vacancy in the office of recorder of any mining district, or the person holding such office shall remove from the district, leaving therein no qualified successor in office, or whenever, from any cause, there is no person in such district authorized to retain the custody and give certified copies of the records, it shall be the duty of the person having custody of the records to deposit the same in the office of the county recorder of the county in which such mining district or the greater part thereof is situated, and the county recorder shall receive such records, and is hereby authorized to make and certify copies therefrom, and such certified copies shall be received in evidence in all courts and before all officers and tribunals in the same manner and to the same effect as if certified by a qualified recorder of the mining district. The production of a certified copy so made shall be, without other proof, evidence that said records were properly in the custody of the county recorder".
SEC. 3. This act shall take effect and be in force from and after its passage.
SESSION LAWS OF 1878.
CHAP. VIII.-OF REVENUE.
SECTION 2. All property, real and personal, situate and being in this territory, is taxable, except mining-claims and the products of mines and the ore in the mines.
AN ACT supplemental to the Penal Code. (Approved February 22, 1878, p. 42.) SECTION 1. That any person who shall, with intent to cheat or defraud, place in or upon any mine or mineral claim any ores or specimens of ores not extracted therefrom, or exhibit any ore or certificate of assay of ore not extracted therefrom, for the purpose of selling any mine or mining-claim or any interest therein, or who shall obtain any money or property by any such false pretense or artifice, shall be deemed guilty of a misdemeanor.
SEC. 2. Any person who shall interfere with or in any manner change samples of ores or bullion produced for sampling, or change or alter samples or packages of ores or bullion which have been purchased for assaying, or who shall change or alter any certificate of sampling or assaying, with intent to cheat or defraud, shall be deemed guilty of a misdemeanor.
SEC. 3. Any person who shall, with intent to cheat or defraud, make or publish a false sample of ore or bullion, or who shall make or publish or cause to be published a false assay of ore or bullion, is guilty of a misdemeanor.
SEC. 4. That section one thousand and nine (1009), Compiled Laws of Utah, is hereby repealed.
AN ACT amendatory of and supplemental to chapter IV, title XI, Compiled Laws of Utah. (Approved February 19, 1880, p. 19.)
SECTION 1. That section 529 of the Compiled Laws of Utah is hereby amended by striking out the word “six", in the third line of said section, and inserting the word "five" in lien thereof.
SEC. 2. Section 530 is hereby amended by striking out the word “four", in line two of said section, and inserting the word "three” in lieu thereof; by striking out the words "twenty-five", in line nine, and inserting the word "fifty” in lieu thereof; and by striking out the words "twenty-five", in line twenty-seven, and inserting the word “ten” in lieu thereof.
SEC. 3. Section 531 is hereby amended by adding thereto the following: "And in case of mining, smelting, milling, banking, railroad and telegraph corporations, and corporations proposing to do business outside of this territory, a certified copy of said agreement and oath or affirmation and of the certificate of incorporation provided for in section 533 shall also be filed with the secretary of the territory. All other corporations may so file their articles and certificate of incorporation if they so elect."
SEC. 4. Section 532 is hereby amended by striking out the words and recorded”, at the end of said section.
SEC.5. Section 533 is hereby amended by adding, at the end of said section, the following: "And such certificate, or a copy thereof, certified by the clerk of the probate court or the secretary of the territory, shall be prima-facie evidence of the due incorporation of such association."
SEC. 6. Section 534 is hereby amended by inserting, after the word "increase", in line sixteen, the words "or diminished".
SEC. 7. Section 535 is hereby amended by striking out the first six lines, and including the word “dollars", in the seventh line of said section, and inserting in lieu thereof the following: “The capital stock of any corporation now existing, or that may hereafter be organized by or under the laws of this territory, may be increased by the sale of more shares, or by increasing the par value of the shares, or otherwise, to any amount not exceeding twenty millions of dollars; or such capital stock may be diminished by decreasing the par value of shares, the purchase and cancellation of shares, or otherwise, to any amount not less than twenty-five per cent. in excess of the indebtedness of the corporation; the name of such corporation may be altered, the number of its directors, trustees, or officers be changed by making the number greater or less (but in no case shall the number of said trustees or directors be less than three nor more than thirteen); the articles of agreement or incorporation may be otherwise changed or amended: Provided, Such amendment does not alter the original purpose of the corporation. But no such change shall be made except by a vote representing at least two-thirds of the capital stock, at a stockholders' meeting called for that purpose, in the following manner: Notice shall be given by the president, or secretary, or the board of directors or trustees of such corporation, in some newspaper printed in the English language, and having a general circulation in the county where the corporation has its principal place of business in this territory, for at least twenty-one days, stating the nature of the proposed change of amendment and the time and place of such meeting; such change or amendment, when adopted, shall be signed by the president and secretary of such corporation, and be filed and recorded by the same officer as were the original articles of incorporation; and in case of mining, smelting, milling, banking, railroad, and telegraph corporations, and corporations proposing to do business outside of this territory, shall also be filed with the secretary of the territory, and a copy thereof, certified by the clerk of the probate court or the secretary of the territory, shall be evidence as provided in section 545 of the Compiled Laws as amended by this act."
Sec. 8. Section 545 is hereby amended by inserting after the word "court”, in line five of said section, the following: “And the duty of the secretary of the territory in like manner to give transcripts, under the seal of the territory, of the papers filed in his office."
SEC. 9. The secretary of the territory shall be entitled to the same fee as compensation for services performed under this act as are allowed by law for like services by county recorders or clerks of the probate courts.
SEC. 10. All associations incorporated, or parporting to be incorporated, under chapter IV, title XI, of the Compiled Laws of Utah, which have heretofore filed, acknowledged, verified, and recorded their articles of agreement or incorporation in any county of this territory, shall be established and confirmed as corporations from the time of the organization thereof as fully as if said articles were acknowledged, verified, filed, and recorded in the county of the principal place of business of said incorporation, upon the filing by such incorporation of certain copies of its articles and certificate of incorporation with the secretary of the territory, and with the probate judge of the county of this territory in which its principal office or place of business is situated.
SEC. 11. All corporations not organized under the laws of Utah, now doing business in this territory, shall, within sixty days after the passage of this act, and all other foreign corporations within sixty days after commencing business in this territory, file with the secretary of the territory, and with the probate judge of the county wherein their principal office in this territory is situated, certified copies of their articles and certificate of incorporation and by-laws, and in case of alteration and amendment of said articles or by-laws thereafter, shall file certified copies of such alteration or amendment with eachr of said officers within thirty days after its adoption. Such corporations shall also, within sixty days after commencing business in this territory, designate some person residing in the county in which its principal place of business in this territory is situated, upon whom process issued by authority or under any law of this territory may be served, and shall file such designation with the probate judge of said county and with the secretary of the territory, and a copy of such designation, duly certified by either of said officers, shall be evidence of such appointment, and it shall be lawful to serve on such person so designated any process issued as aforesaid, and such service shall be deemed to be a valid service thereof. Any such corporation
failing to comply with the provisions of this section shall not be entitled to the benefits of the laws of this territory limiting the time for the commencement of civil actions.
SEC. 12. The directors of any corporation formed or existing under the laws of this territory, after one-fourth of its capital stock has been subscribed, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed capital stock thereof in the manner and form and to the extent hereinafter provided.
SEC. 13. No assessment shall exceed ten per cent. of the amount of the capital stock named in the articles of incorporation, except in the cases in this section otherwise provided for, as follows: First. If the whole capital of a corporation has not been paid up, and the corporation is unable to meet its liabilities or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid upon its capital stock, or if a less amount be sufficient, then it may be for such a percentage as will raise that amount. Second. The directors of railroad corporations may assess the capital stock in installments of not more than ten per cent. per month, unless the articles of incorporation otherwise provide. Third. The directors of insurance corporations may assess such a percentage of the capital stock as they deem proper.
SEC. 14. No assessment shall be levied while a portion of a previous one remains unpaid, unless: First, the power of the corporation has been exercised in accordance with the provisions of this act for the purpose of collecting such previous assessment; second, the collection of the previous assessment has been enjoined; or, third, the assessment falls within the provisions of either the first, second, or third subdivisions of section 13 of this act.
SEC. 15. Every order levying an assessment must specify the amount thereof, whén, to whom, and where payable, fix a day subsequent to the full term of the publication of the assessment notice on which the unpaid assessments shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment, and a day for the sale of delinquent stock, not less than fifteen nor more than sixteen days from the day the stock is declared delinquent.
SEC. 16. Upon making the order the secretary shall cause to be published a notice thereof, in the following form: (Name of corporation in full. Location of principal place of business.) Notice is hereby given that at a meeting of the directors, held on (date), an assessment of (amount) per share was levied upon the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment may remain unpaid on the day fixed) will be delinquent and advertised for sale at public auction, and unless payment is made before, will be sold on the day appointed) to pay the delinquent assessment, together with costs, advertising, and expenses for sale. (Signature of secretary, with location of office.)
SEC. 17. The notice must be served personally on each stockholder, or, in lieu of personal service, must be sent through the mail, addressed to each stockholder at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published once a week for four successive weeks in some newspaper of general circulation published in Salt Lake City, and also in some newspaper published in the county where the works of the corporation are situated, if a paper be published therein.
SEC. 18. If any portion of the assessment mentioned in the notice remain unpaid on the day specified therein for declaring the stock delinquent, the secretary shall, unless otherwise ordered by the board of directors, cause to be published, in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form: (Name of corporation in full. Location of principal place of business.) Notice.There are delinquent upon the following-described stock, on account of assessment levied on the (date), (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders, as follows: (Names, number of certificates, number of shares, amonnt.) And in accordance with law (and order of the board of directors made on the (date), if any such order shall have been made), so many shares of each parcel of such stock as may be necessary will be sold at the (particular place), on the (date), at (the hour) of such day, to pay delinquent assessments thereon, together with the costs of advertising and expenses of the sale.
SEC. 19. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where the certificates may not have been issued to parties entitled thereto, in which case the numb of shares and amount due thereon, together with the fact that the certificates for such shares have not issued, must be stated.
SEC. 20. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale. When published in a weekly paper, it must be published in each issue for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale.
SEC. 21. By the publication of the notice the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or costs of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock ihan is necessary to pay the assessments due and costs of advertising and sale.
Sec. 22. On the day, at the place, and at the time appointed in the notice of sale, the secretary shall, unless otherwise ordered by the board of directors, sell, or cause to be sold, at public auction, to the highest bidder for cash, so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges