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two-thirds value shall be more than the amount of such paid up capital stock. No such mortgages excepting purchase-money mortgages shall be issued without the written consent, duly acknowledged, of the stockholders owning at least two-thirds of the stock of the corporation, and such consent shall be filed and recorded in the office of the clerk or register of the county where it has its principal place of business. When authorized by such consent the directors under such regulations as they may adopt, may confer on the holder of any debt or obligation secured by such mortgage the right to convert the principal thereof, after two and not more than twelve years from the date of the mortgage, into stock of the corporation; and if the capital stock shall not be sufficient to meet the conversion when made, the stockholders shall, in the manner herein provided, authorize an increase of capital stock sufficient for that purpose. Purchasers at sale of corporate property and franchise

may become a corporation. $ 3. When the property and franchises of any domestic stock corporation shall be sold by virtue of any mortgage or deed of trust, duly executed by it, or pursuant to the judgment or decree of a court of competent jurisdiction, or by virtue of any execution issued thereon, and the purchaser at such sale shall acquire title to the same in the manner prescribed by law, he may associate with him any number of persons, not less than the number required by law for the incorporation of such corporation, a majority of whom shall be citizens and residents of this state, and they may become a corporation, and take and possess the property and franchises thus sold, and which were at the time of sale possessed by the corporation whose property shall have been so sold, upon making, acknowledging and filing in the offices where certificates of incorporation are required by law to be filed, a certificate in which they shall describe by name and reference to the law under which it was organized, the corporation whose property and franchises they have acquired, and the court by whose authority the sale had been made, with the date of the judgment or decree authorizing or directing the same, and a brief description of the property sold, and also the following particulars:

1. The name of the new corporation intended to be formed by the filing of such certificate.

2. The maximum amount of its capital stock and the number of shares into which it is to be divided, specifying the classes thereof, whether common or preferred, and the amount of and rights pertaining to each class.

3. The number of directors, not less nor more than the number required by law for the old corporation, who shall manage the affairs of the new corporation, and the names and post-office address of the directors for the first year.

4. Any plan or agreement, which may have been entered into at or previous to the time of sale, in anticipation of the formation of the new corporation, and pursuant to which such purchase was made. Such corporation shall be vested with and be entitled to exercise and enjoy all the rights, privileges and franchises, which at the time of such sale belongs to, or were vested in the corporation, last owning the property sold, or its receiver, and shall be subject to all the provisions, duties and liabilities, imposed by law on such corporations. Contents of plan or agreement.

§ 4. At or previous to the sale the purchasers thereat, or the persons for whom the purchase is to be made, may enter into a plan or agreement, for or in anticipation of the readjustment of the respective interests therein of the mortgage creditors and stockholders of the corporation owning such property and franchises at the time of sale, and for the representation of such interests of créditors and stockholders in the bonds or stock of the new corporation to be formed, and may therein regulate voting by the holders of the preferred and common stock at any meeting of the stockholders, and by the holders and owners of any or all of the bonds of the corporation foreclosed, or of the bonds issued or to be issued by the new corporation, and such right of voting by bondholders shall be exercised in such manner, for such period, and upon such conditions, as shall be therein described. Such plan or agreement must contain suitable provision for the bondholders voting by proxy and must not be inconsistent with the laws of the state and shall be binding upon the corporation, until changed as therein provided, or as otherwise provided by law. The new corporation when duly organized, pursuant to such plan or agreement and to the provisions of law, may issue its bonds and stock in conformity with the provisions of such plan or agreement, and may at any time within six months after its organization, compromise, settle or assume the payment of any debt, claim or liability of the former corporation upon such terms as may be lawfully approved by a majority of the agents or trustees intrusted with the carrying out of the plan or agreement of reorganization, and may establish preferences in respect to the payment of dividends in favor of any portion of its capital stock and may divide its stock into classes, but the capital stock of the new corporation shall not exceed in the aggregate, the maximum amount

of stock mentioned in the certificate of incorporation, nor shall the bonds issued by it exceed in the aggregate the amount which a corporation is authorized by the provisions of this article to issue.

Sale of property; possession of receiver and suits against

him. $ 5. The supreme court may direct a sale of the whole of the property, rights and franchises covered by the mortgage or mortgages or deeds of trust foreclosed at any one time and place to be named in the judgment or order, either in case of the non-payment of interest only, or of both the principal and interest, due and unpaid and secured by any such mortgage or mortgages or deeds of trust. Neither the sale nor the formation of the new corporation shall interfere with the authority or possession of any receiver of such property and franchises, but he shall remain liable to be removed or discharged at such time as the court may deem proper. No suit or proceeding shall be commenced against such receiver unless founded on willful misconduct or fraud in his trust after the expiration of sixty days from the time of his discharge ; but after the expiration of sixty days the new corporation shall be liable in any action that may be commenced against it, and founded on any act or omission of such receiver, for which he may not be sued, and to the same extent as the receiver, but for this section would be or remain liable, or to the same extent that the now corporation would be, had it done or omitted the acts complained of.

Stockholders may assent to plan of readjustment.

$ 6. Every stockholder in any corporation, the franchises and property whereof shall have been thus sold, may assent to the plan of readjustment and reorganization of interests pursuant to which such franchises and property shall have been purchased at any time within six months after the organization of the new corporation, and by complying with the terms and conditions of such plan become entitled to his pro rata benefits therein. The commissioners, corporate authorities or proper officers of any city, town or village, who may hold stock in any corporation, the property and franchises whereof shall be liable to be sold, may assent to any plan or agreement of reorganization which lawfully provides for the formation of a new corporation, and the issue of stock therein to the proper authorities or officers of such cities, towns or villages in exchange for the stock of the old or former corporation by them respectively held at par. And such commissioners, corporate authorities or other proper officers may assign, transfer or surrender the stock so held by them in the manner required by such plan, and accept in lieu thereof the stock issued by such new corporation in conformity therewith. Combinations prohibited.

$ 7. No stock corporation shall combine with any other corporation for the prevention of competition.

ARTICLE II.

DIRECTORS AND OFFICERS; THEIR ELECTION, DUTIES AND LIABILITIES. SECTION 20. Directors.

21. Change of number of directors.
22. When acts of directors void.
23. Liability of directors for dividends not made from surplus

profits.
24. Liability of directors for unauthorized debts and over-issue of

bonds, 25. Liability for loans to stockholders. 26. Transfers of stock by stockholder indebted to corporation. 27. Officers. 28. Oath of inspectors. 29. Books to be kept. 30. Annual report. 31. False certificates, liability for.

Directors.

§ 20. The affairs of every stock corporation shall be managed by & board of directors, consisting of the number stated in the certificate of incorporation, a majority of whom shall be citizens of this state, and who shall be chosen annually, from the stockholders, at the time and place fixed by the by-laws of the corporation, by a majority of the votes of the stockholders voting at such election. Vacancies therein shall be filled in the manner prescribed in the by-laws, and if a director shall cease to be a stockholder his office shall become vacant. Notice of the time and place of holding any election of directors shall be given, by publication thereof, at least once in each week for four successive weeks, immediately preceding such election, in a newspaper published in the county where such election is to be held, and in such other manner as may be prescribed in the by-laws. How number of directors may be increased or reduced.

$ 21. The number of directors of any stock corporation may be increased or reduced, but not above the maximum or below the minimum number prescribed by law, when the stockholders, owning a majority of the stock of the corporation shall so determine, at a meeting to be held at the usual place of meeting of the directors, on thirty days notice in writing to each stockholder of record. Such notice shall be served personally or by mail directed to each stockholder at his postoffice address. The proceedings of such meeting shall be entered in the minutes of the corporation, and a transcript thereof verified by the president and secretary of the meeting shall be filed in the offices where the original certificates of incorporation were filed. (See chap. 57, Laws of 1891,

When acts of directors void.

$ 22. When the directors of any corporation for the first year of its corporate existence shall hold over and continue to be directors after the first year, because of their neglect or refusal to adopt the by-laws required to enable the stockholders to hold the annual election for directors, all their acts and proceedings while so holding over, done for and in the name of the corporation, designed to charge upon it any liability or obligation for the services of any such director, or of any officer, or attorney, or counsel appointed by them, and every such liability or obligation shall be held to be fraudulent and void.

Liability of directors for dividends not made from sur

plus profits, $ 23. The capital stock of a stock corporation shall be deemed impaired when the value of its property and assets after deducting the amount of its debts and liabilities, shall be less than the amount of its paid up capital stock. No dividend shall be declared or paid by any stock corporation, except from the surplus profits of its business, nor when its capital stock is or will be impaired thereby, and no such corporation shall divide or withdraw or in any way pay to its stockholders, or any of them, any part of its property and assets, so as to reduce the value thereof after deducting the amount of its debts below the amount of its capital stock, or reduce its capital stock except in the manner prescribed by law. Every vote of the board of directors of any such corporation declaring a dividend shall be taken by ayes and noes, to be entered and recorded in the minutes of the proceedings of the board, which shall be open to the inspection of every stockholder and creditor of the corporation daily during the usual hours of business. If the directors of any such corporation shall declare or pay any dividend, or permit the capital stock to be impaired, in violation of the provisions of this section, the directors voting in

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