and be subject to all restrictions, limitations and liabilities of other similar corporations organized under this act.

1152. Manner of sale.

SEC. 50. Sales of property and franchises of such corporations that may be sold under a decree of court shall be made after such notice of the time and place as the court may deem proper; and if such sales are made in the foreclosure of one or more mortgages, the court may order such sale to be made for the whole amount of the outstanding bonds and interest secured by such mortgage or mortgages, or if the property and franchise will produce so much, then for the amount of interest due under said mortgage or mortgages, subject to the payment by the purchaser of the outstanding bonds and interest secured thereby as they became due; and in the latter event may, by proper orders, secure the assumption thereof by the purchaser; but when a sale shall be ordered to be made, subject as aforesaid, the court shall direct the officer making such sale, in the event that the property and franchises offered do not sell for enough to pay the amount aforesaid, to sell the same free from encumbrances. Sales under this section shall be made on such credits as the court may deem proper.

1153. Forfeiture of charter for failure to commence business.

SEC. 51. Any corporation organized under this act shall forfeit all rights, privileges and franchises obtained thereunder, if it shall fail, for two years after its incorporation, to organize and to commence in good faith the business, or to promote the objects or purposes for which it was organized. 1154. Incorporation cannot be attacked collaterally.

SEC. 52. The due incorporation of any company claiming in good faith to be a corporation pursuant to the laws of this state, and doing business as such, or its rights to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such de facto corporation may be a party. This section shall not be construed to prevent judicial inquiry into the regularity or invalidity of the incorporation or organization of the corporation, or its lawful possession of any corporate power it may undertake to assert in any other suit or proceeding where its corporate existence, or the power to exercise the corporate rights it asserts, is challenged by the state, or its officers authorized so to do, and evidence tending to sustain such challenge shall be admissible in any suit or proceeding.

[Sec. 53, repealed, Stats. 1905, 75.]

1155. May issue stock for labor or real or personal property.

SEC. 54. Any corporation existing under any law of this state may issue stock for labor done or personal property or real estate or leases thereof; in the absence of fraud in the transaction, the judgment of the directors as to the value of such labor, property, real estate or leases shall be conclusive.

1156. Stock so issued is paid.

SEC. 55. All stock so sold or so issued pursuant to sections 53 or 54 of this act shall be fully paid and not liable to any further call or assessment (and this shall be so stated on the face of the certificate). But it shall be the duty of the corporation to have its minutes or other permanent records to show, with reasonable detail, the items and character of property (and of the labor or services) for which any stock or bonds were so issued.

1157. Certificate of stock.

SEC. 56. Every stockholder shall have a certificate under the seal of the corporation, signed by the president, or vice-president, and by the treasurer or secretary, certifying the total amount of capital stock, authorized, and the

total number of shares, the par value, and the number of shares contained in the certificate, whether they are fully paid up and nonassessable or not, also give the location of the principal office, and the name of the resident agent. As amended, Stats. 1905, 75.

Certificates of stock in mining companies to be stamped "Treasury Stock" or "Promotion Stock," see secs. 1332-1335.

1158. Exemption of stock held by nonresidents.

SEC. 57. The shares of stock in every corporation shall be deemed personal property and transferable on the books of the corporation in such manner and under such regulations as section 27 of this act require[s] and the by-laws provide; provided, however, that no stock or bonds issued by any corporation organized under this act shall be taxed by this state when the same shall be owned by nonresidents of this state, or by foreign corporations. 1159. Voting list of stockholders and stock ledger.

SEC. 58. After the first election of directors where the by-laws or the certificate or articles of incorporation otherwise provide, no stock shall be voted on at any election of directors or trustees, or on any question submitted to stockholders at any meeting thereof, which shall have been transferred on the books of the company within twenty days next preceding such election, and it shall be the duty of the directors or trustees to cause the officer who shall have charge of the stock ledger to prepare and make, at least ten days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order. Such list shall be open, at the place where said election is to be held for said ten days, to the examination of any stockholder, or party entitled to vote at such election, or their agents or proxies, and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any stockholder or party entitled to inspect the same who may be present. Upon the neglect or refusal of the said officers or of the directors or trustees to produce such list at any election, they shall be ineligible to any office at such election. The original or duplicate stock ledger provided for in section 71 of this act and containing the names and addresses of the stockholders, and the number of shares held by them, respectively, shall, at all times, during the usual hours of business, be open to the examination of every stockholder at its principal office or place of business in this state, and said original or duplicate stock ledger shall be evidence in all courts of this state. Such ledger shall be kept by all corporations, and either the original or duplicate shall always be kept open for inspection by stockholders or state officers, at the principal place of business of said corporation. If the duplicate is so kept, the original may be kept at any place the corporation may fix, within or without the state.

1160. Stock ledger to determine who may vote-Proxies to be filed.

SEC. 59. In case the right to vote upon any share of stock shall be questioned, the inspectors of the election shall refer to the stock books of the corporation to ascertain who are the stockholders, and in case of a discrepancy between the books, the stock ledger, if properly kept, shall control and determine who are entitled to vote. Proxies and powers of attorney to vote must (unless the by-laws or certificate or articles of incorporation otherwise provide) be filed with the secretary of the company twenty days before an election, or they cannot be used at such election.

1161. Stock held by representatives, how voted.

SEC. 60. 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, though standing in the name of the beneficial owner on the books of the company, and may vote accordingly as a stockholder, or give proxies therefor.

1162. Pledge of stocks and voting power of pledgor.

SEC. 61. 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. Persons holding stock pledged shall be entitled to vote the shares so held, if transferred to them and standing in their names, unless it appears on the books that the transfer is as security only and not absolute, or if in the transfer by the pledgor on the books of the corporation as security he shall have expressly given to the pledgee power to vote thereon; in all other cases only the pledgor or his proxy may represent said stock and vote thereon. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer, on the books of the company. 1163. Treasury stock not to be voted.

SEC. 62. Shares of stock of the corporation belonging to the corporation shall not be voted upon directly or indirectly.

1164. Lost certificates.

SEC. 63. Every corporation may issue a new certificate of stock in place of any certificate claimed to be lost or destroyed, but the directors may require as a condition of such reissue that the owner or his successors in interest give a bond in a sum not exceeding double the value of the stock, but not less than $100, to indemnify the corporation against any claim that may be made on account of the issue of such new certificate.

1165. Proceedings in court to obtain new certificate.

SEC. 64. The district court shall, for due cause shown upon complaint of the owner of a lost or destroyed certificate, order the delivery to him by said directors of a new certificate in lieu thereof, and may require a proper bond in such amount as the court may fix for the protection of the corporation and of any person who may be interested in the lost or destroyed certificates. 1166. Security on transfer.

SEC. 65. No share of stock shall be transferred without the consent of the directors until the same is fully paid up or security given to the satisfaction of the board for the residue remaining unpaid. And where bond or security have been given to the corporation for any sum remaining unpaid upon stock, no transfer shall affect the validity of such bond as security. 1167. Dividends.

SEC. 66. The directors of every corporation created under this act shall have power, after reserving over and above its capital stock paid in such sum, if any, as shall have been fixed by the stockholders, to declare a dividend among its stockholders of the whole of its accumulated profits, in excess of the amount so reserved, and pay the same to such stockholders on demand; provided, that the corporation may, in its certificate of incorporation, or in its by-laws, give the directors power to fix the amount to be reserved.

1168. Subdividing capital stock.

SEC. 67. All corporations organized and existing under the laws of this state, whether under this or prior acts, desiring to divide the capital stock of the corporation into shares of smaller denominations than originally issued, thereby increasing the number of shares without changing the amount of capital stock, may do so by a majority vote of the trustees of the corporation

at any regular or called meeting of the trustees, without amending their articles or certificate of incorporation, and may issue the stock of such corporation in accordance therewith after having filed a certificate setting forth the amount or denomination into which they propose to divide such shares, verified by the affidavit of a majority of such trustees, in the office of the clerk of the county where such corporation has its principal place of business and a certified copy thereof in the office of the secretary of state. 1169. Capital stock not to be reduced-Proviso-Dividend from net profits only.

SEC. 68. It shall not be lawful for the trustees or directors 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, or in accordance with the provisions of the certificate or articles of incorporation; and in case of any violation of the provisions of this section, the directors or 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 directors or trustees at the time, 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 the payment of all its debts, upon the dissolution of the corporation or the expiration of its charter; provided, also, that this section shall not prevent the retirement or conversion of either stock or bonds or the distribution of the earnings or accumulations of the corporation as provided for in the articles or certificate of incorporation, original or amended.

1170. Removal of place of business without amendment.

SEC. 69. Any corporation, now existing or hereafter to be formed, desiring at any time to change the location of its principal office, shall, after a resolution has been passed by its directors, members or stockholders, authorizing or directing such change or removal, file in the office of the secretary of state and of the county clerk of the county where its principal office then is, and publish once a week for four weeks in the newspaper published nearest to the place from which said office is to be removed, a notice of such change, specifying particularly where the said office is to be located, the date when the change was or will be made, and the name of the resident agent to have charge of such office after such change. If it is desired to change the said office to some county other than the one in which the corporation then has its principal office, such a notice must also be filed in the office of the county clerk of the county to which the said office is to be removed, and unless such copies are already on file in said. office, a certified copy of its original articles or certificate of incorporation, or of a copy or record thereof made and filed pursuant to this act, and certified copies of all amendments to such original articles must also be filed with said county clerk of the county to which it is proposed to remove. The notice of such change may be signed by any officer or director of the corporation. The formation or corporate acts of no corporation heretofore formed under this act, or any other 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, and on compliance with the provisions of this section, in the several cases herein mentioned, or on filing of an amendment, under sections 40 and 41 of this act, the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality or county in the state.

1171. Filing copy of articles in other counties.

SEC. 70. Whenever the principal office of a corporation is changed from one county to another by amendment of its articles of incorporation, or otherwise, and whenever any corporation becomes the owner or lessee of any real property in any county other than that where it has its principal place of business, or whenever copies of its articles of incorporation and of all amendments thereto are not on file or of record in the office of the county clerk of the county where its principal office is situated, or where it owns, holds, leases, manages or controls any real property, such corporation must file in the office of the county clerk of such county to which its office is changed, or where it owns or holds any real property in this state, certified copies of its original articles of incorporation, or of the copy thereof filed with the secretary of state, and of each and every amendment thereto on file with the secretary of state, and no corporation shall maintain or defend any suit in such county till this is done, and, if the said corporation fails to cause said papers to be so filed, any person desiring for a lawful purpose to examine the same, may procure and file and record in said county clerk's office said papers or any of them not so filed theretofore, and may recover the expense thereof with the costs of suit in an action against such delinquent corporation.

1172. Book for names of members-Stock ledger.

SEC. 71. It shall be the duty of the trustees of every company incorporated in this state to keep a book containing the names and addresses of all persons, alphabetically arranged, who are or shall become members or stockholders of the corporation, or who may be entitled to vote at stockholders' meetings, and showing the number of shares of stock held, or other voting rights, if any, by them respectively, and the time when they became the owners of such shares; which book shall be kept in its principal office, during the usual business hours of the day, on every day except Sunday and the legal holidays, and shall be open for the inspection of stockholders of the company, at the principal office or principal place of business of the company; and any stockholder of the company may have the right to examine any books and papers of said corporation in said office and to demand and receive from the agent or officer having the charge of such a certified copy of any entry therein, on paying the actual cost of making such copy, and such copy shall be presumptive and prima facie evidence in all actions against said corporation or any of its stockholders.

1173. Information for creditor of stockholder.

SEC. 72. Every person having charge of the original or duplicate stock books of any corporation shall, upon application of any person and upon presentation to him of a sworn affidavit on his behalf that he is a creditor of any stockholder, give him information as to the number of shares owned by said stockholder, and any person refusing to give such information shall forfeit to the party demanding such information the sum of $100, to be recovered in any court having jurisdiction.

1174. Publishing false statements a misdemeanor.

SEC. 73. Any person who, being a director, manager or officer of any corporation or body corporate or company, shall make, circulate or publish, or concur in making, circulating or publishing, any written statement or account which he shall know to be false in any material particular, with intent to deceive or defraud any member, shareholder or creditor of any such body corporate, corporation or company, or with intent to induce any person to become a shareholder therein, or to entrust or advance any property to such body corporate, corporation or company, or to enter into any security for the benefit thereof, shall be guilty of a misdemeanor.