auditor or clerk with whom any such proposition shall be filed, shall immediately endorse thereon the date of its receipt by him, and transcribe the same into the record book of the county, town, city or village, as the case may be, of which he is such clerk. (1877, c. 106, § 4.)

*8 96. Agreement to issue bonds, etc., how arrived at-calling and notice of election. The mode of arriving at such mutual agreement as is herein before specified, shall be as follows:

First. Upon receiving such proposition, the county auditor of such county, the town clerk of such town, or the clerk of such incorporated city or village, as the case may be, shall immediately publish a notice of an election to be held by the legal voters of such county, town, incorporated city or village, at the usual place or places of holding elections therein, and at such time as such clerk may designate, not less than ten or more than twenty days from the date of such notices, which notice shall contain a substantial statement of the proposition made by said railroad company for the issue of the bonds of such municipality, and shall notify the legal voters thereof to deposit a ballot upon which shall be written or printed the words, "For the railroad proposition," or the words, "Against the railroad proposition." And such notice shall be posted in three public places in each election precinct in the district in which aid is desired, at least seven days before the day of such election, and shall also be published at least twice before such election in one newspaper in such city, village, or town, if any is published therein, and if the aid is asked of a county, in one newspaper in each village and city in such county in which a newspaper is published, and if there is no newspaper published in such city, village, town or county, then such notice shall be so published in a newspaper published at the nearest place thereto in which one is published; and said railroad company so desiring aid shall pay the expenses of advertising such proposition in said newspapers: and provided, that no such election shall be called, except upon filing in the office of the town clerk a statement in writing in favor of calling said election, signed by the supervisors, town clerk and justices of the peace, or any two of them, together with at least twelve other freeholders of said town.

Second. Conduct of election-canvass and return of votes-certificate of canvassers. Such election shall be held and conducted in the same manner that general elections in such counties, towns, incorporated cities or villages are by law required to be held and conducted, and the votes cast at such election shall be counted, canvassed and returned in the same manner as the votes at such general election, and the canvassers shall make, certify, sign and deposit with the county auditor, town clerk or clerk of such incorporated city or village, as the case may be, a statement of the result of such election; and such certified statement shall be prima facie evidence of the number of votes cast for or against such proposition, and also of the fact that such election was regularly held and conducted according to law.

Third-When further elections may be called. If in any of said counties, towns, cities or villages, any election shall fail to be held on the day appointed therefor, or if the majority of votes cast at any such election shall be against the railroad proposition, such county auditor, town clerk, or clerk of such city or village shall, at the written request of the president of such railroad company, at any time thereafter, call another election or elections in the manner provided in this act, upon the same or different propositions of such railroad company; and such other election or elections shall be conducted in like manner and upon like notice as is provided in this act for the first election: provided, that not more than one election authorized by this act shall be held in any one calendar year in the same town, county, village or city.

Fourth-Effect of vote in favor of aid-issue and delivery of bonds and stock-waiver of issue of stock. If a majority of the legal voters who shall vote upon the question at any elec

tion to be held in any such county, town, city or village, in pursuance of the provisions of this act, shall, as indicated by the official returns of any such election, vote "for the railroad proposition," then such mutual agreement for the issue of bonds by such municipality, and of stock by such railroad company, as provided in this act, shall be deemed and considered to have been arrived at and perfected, and thereupon such bonds and stock shall be issued and delivered by the proper officer, in conformity with the true intent of such proposition, and with the provisions of this act: provided, that if such bonds are to be issued by a county, there shall also have been a majority of votes cast in favor of the railroad proposition at a majority of the election precincts within such county at such election: and provided further, that the board of county commissioners of any such county, or the board of supervisors of any such town, or the common council of any such village or city, may, in case it shall deem it for the interests of such county, town, village or city to do so, waive the issuance by such railroad company of any such stock to such county, town, village or city. (1877, c. 106, § 5, as amended 1878, c. 46, §§ 1-2.)

*§ 97. Bonds not to be issued till completion of railroad. No bonds shall be delivered to the company under such proposition until the road, branch, or extension thereof, for the construction of which the aid has been granted, shall have been completed, ready for the passage of cars, through or to the district granting aid, or to the nearest point in its line to such district, or from and to such point as the company in its proposition shall have proposed to construct said road. (Id. § 6, as amended 1878, c. 45, § 2.)

*$ 98. Another mode of arriving at agreement-notice that petition will be circulated. Another mode of arriving at such mutual agreement shall be as follows:

First.-Within three months after the filing of any such proposition as is specified in the fourth section of this act with any county auditor, town clerk, or clerk of any city or village, as the case may be, the said railroad company shall cause notice to be given, as prescribed in the fifth section of this act, in three public places in each election precinct in the district in which aid is desired, stating that after a day named in said notice, which shall be at least five days after its date, a petition to the proper authorities of such county, town, city or village will be presented to the resident tax-payers of such county, town, city or village for their signatures, asking such authorities to agree to such proposition; and such petition shall be appended to a substantial copy of such proposition.

Second.-Presenting of petition with signatures of tax-payers, etc. lf, within four months after the filing of such proposition with any such county auditor, town clerk, or clerk of any city or village, as the case may be, the said railroad company shall deliver to such clerk a substantial copy or copies of such proposition so filed, with such petition to the proper authorities of such county, town, city or village, asking such authorities to agree to such proposition, appended thereto, bearing the signatures of a majority of the persons residing in such county, town, city or village, who were assessed for taxes upon real or personal estate, in such county, town, city or village, as the case may be, as shown by the last assessment roll of the district of which aid is desired, which signatures shall be verified by the affidavit of some person witnessing such signatures, then such mutual agreement for the issue of bonds by such municipality, and of stock by such railroad company, shall be deemed and considered to have been arrived at and perfected; and thereupon such bonds and stock shall be issued and delivered in conformity with the true intent and meaning of such proposition, and with the provisions of this act. (Id. § 7.)

* 99. Rights of municipality as stockholder. The stock received by any such county, town, city or village, in pursuance of any such mutual agreement, shall be entitled to all and the same rights, benefits and privileges as the stock of the same class held by any other person or persons; and the municipality receiving

CORPORATIONS.

any such stock shall, so long as it shall hold the same or any part thereof, be [CHAP. a part owner of such railroad and its franchises; and the proper authorities of the municipalities holding such stock shall appoint a person to vote thereon, in behalf of such municipality, and such authorities may also sell and dispose of the said stock in such manner as shall to them seem best for the interest of such municipalities. (1877, c. 106, § 8.)

*$ 100. Liability of municipality on bonds-tax to pay interest and principal. Every county, town, city or village which shall issue any bonds in pursuance of the provisions of this act, shall be severally liable in law, faithfully, promptly and at maturity, to pay and discharge the principal and interest upon every such bond issued by it; and the faith of every such county, town, city or village shall, by the issue of such bond or bonds, be and stand irrevocably pledged to the prompt discharge of every such liability; and every such county, town. city or village shall annually levy and collect a tax on all taxable property therein, as indicated by the assessment roll or rolls, for the payment of all moneys to become due upon such bonds, whether for principal or interest, in addition to all other taxes, and the money so raised shall be kept as a separate fund, and strictly applied to that purpose; and it may, in the discretion of the proper anthorities, raise a greater sum in any one year than is needed to pay what shall become due in that year, and apply the same to the purchase and discharge of such bonds, at the lowest practicable rate or price. (Id. § 9.)

*§ 101. Breach of duty by officers. If any officer upon whom any duty is imposed by this act shall wilfully fail faithfully and promptly to discharge the same, as by this act required, he shall be liable to the party or parties aggrieved for all actual damages suffered by such party or parties by reason of such failure. (Id. § 10.)

*§ 102. Definition of terms used-execution of bonds. For the purpose of this act, the term "proper officer" shall be construed and held to intend and mean, in the case of a county, the chairman of the board of county commissioners and the county auditor of such county; in the case of a town, the chairman of the town board and the town clerk; in the case of a city, the mayor, or the officer performing the duties of mayor, and the city clerk; and in the case of a village, the president and clerk of the village; and the term "proper authorities" shall be construed and held to intend and mean, in the case of a county, the board of county commissioners; in the case of a town, the town board of supervisors; in the case of a city, the common council or other authorities possessing the usual powers of the common council of cities; and in the case of a village, the board of trustees, or other local governmental board, by whatever name it may be called, which is vested with the power to levy taxes; and any and all bonds issued under this act, by any county, town, city or village, shall be officially signed by the proper officers thereof as aforesaid, and sealed with its corporate seal, if it have one; and in the case of a town, it shall be the duty of the county clerk of the county in which said town is situated, if requested to do so, to add to each of such bonds a certificate, under the seal of the county, to the effect that the town officers subscribing the bonds are in fact such officers, and that he believes their signature thereto to be genuine. (Id. § 11.)

*§ 103. No further bonds to be issued under other laws. If any county, town, city or village shall issue and deliver to any railroad company any bonds in pursuance of the provisions of this act, it shall not thereafter issue or deliver any bonds, or incur any liability, in aid of the construction of the railroad of such company, by virtue of the authority of any other law of this state. (Id. § 12.)

*§ 104. Limitation of time allowed company for earning bonds. It shall be lawful for any town, county, city, or village, which shall have voted aid to any railroad company, or which shall hereafter vote aid to any railroad company, without limiting the time when such aid shall be earned by the company, by the authorities thereof, to fix and limit the time when such aid shall be earned: provided, that

the time so fixed shall not be less than one year from the date of giving notice to such railroad company of the fixing such limit; and if the aid shall not be earned in accordance with the conditions upon which it was voted within the time so fixed by such authorities, then such aid shall be forfeited. (1877, c. 106, § 13.)

* 105. Subscription to stock in lieu of issue of bonds. Any county, town, city or village, is hereby authorized, instead of issuing bonds in aid of railroads as hereinbefore provided, by agreement to be arrived at as is herein provided for the issuing of bonds, to subscribe to the capital stock of such company, the subscription to be paid in money in one or more instalments, at such times, not exceeding three years from the time of entering into such contract, as may be agreed upon, and after such parts of the work of constructing the railroad aided shall be done as shall be agreed upon; the last instalment not, however, to be paid until the railroad shall have been completed, ready for the passage of cars, to the place to which it is agreed to be built in consideration of the aid so granted. If such an agreement shall be arrived at in the manner herein provided, it shall be the duty of the proper officers of such county, town, city or village, from time to time, to levy and collect a tax in the same manner as general taxes are levied, of sufficient amount to pay the instalments as the same shall fall due according to the terms of such agreement. (Id. § 14.)

*§ 106. Iowa companies may extend roads into Minnesota-conditions-service of process. Any railroad organized, or that may be hereafter organized under the laws of the state of Iowa, is hereby authorized to extend and build its road into the state of Minnesota; and such railroad company shall have and possess all the powers, franchises and privileges, and be subject to the same liabilities, of railroad companies organized and incorporated under the general laws of this state: provided, such non-resident company shall first file a true copy of its articles of incorporation with the secretary of this state, and shall comply with the laws of Minnesota as to filing and recording its articles of incorporation, and shall keep an office in this state, in the same county in which its railroad is or is proposed to be built, and shall be liable to civil process, to be sued and to sue, as provided by law. Service of any civil process on the local station agent in this state shall be deemed and construed to be a personal service of such process on any such company doing business in this state under the provisions of this act: provided, that no company shall be entitled to operate under the provisions of this act, until such company has filed in the office of the secretary of state of this state an acceptance of the provisions of this act. (1873, c. 27, § 1, as amended 1877, c. 14, § 1.)

* 107. Water-power companies-right to flow land, etc. Any corporation heretofore or hereafter organized for the purpose of developing or improving the waterpower on any of the watercourses of this state, and applying the same to manufacturing purposes, and whose articles of association conform to the provisions of section three of this title, may obtain the right to overflow, drain, or otherwise use, enjoy or damage, by reason of any dam, lock, sluice, wastegate, or other erection necessary for the convenient prosecution of their enterprise, all or any lands, rights, easements, or other property damaged thereby, by proceeding as in this title provided. (1875, c. 16. § 1.)

*$108. Bridge companies. Corporations for the purpose of erecting and maintaining free or toll bridges over any lake or stream of water in the state, may be formed, and continue to be a corporation, under and subject to the provisions of chapter seventeen, Bissell's statutes, being chapter thirty-four, statutes of eighteen hundred and sixty-six, and acts amendatory thereto. (1875, c. 108, § 3.)

[CHAP.

394

CORPORATIONS.

TITLE 2.

CORPORATIONS FOR PECUNIARY PROFIT OTHER THAN THOSE NAMED IN TITLE 1.

$ 109. (SEC. 45.) For what purposes corporations may be organized-powers of building associations. Any number of persons, not less than three, who have or shall, by articles of agreement in writing, associate according to the provisions of this title, under any name assumed by them, for the purpose of engaging in or carrying on the business of mining, smelting or manufacturing iron, copper or other minerals; or for producing the precious metals; or for quarrying and marketing any kind of ore, stone, slate, or other mineral substance; or for constructing, leasing or operating docks, warehouses. public halls, elevators or hotels; or saving-fund, loan or building association, (or association for buying, owning, improving, selling and dealing in lands, tenements and hereditaments;) or for manufacturing gas, or any kind of manufacturing, lumbering, agricultural, mechanical, mercantile, chemical, transportation, or other lawful business, and who have or shall comply with the provisions of this title, shall, with their associates, successors and assigns, constitute a body corporate and politic, under the name assumed by them in the articles of agreement: provided, no company shall take a name previously assumed by any other company. Any such association or corporation for buying, owning, improving, selling and dealing in lands, tenements and hereditaments, real, mixed and personal estate and property, shall have, and may exercise and enjoy, all the franchises, rights, powers and privileges of a corporation, as provided in this title and act, and the same is made capable and authorized in law and in equity to have, own, purchase, receive, possess and retain to itself and successors, lands, tenements and hereditaments, real, personal and mixed estate and property, and to use and enjoy the same, and the same improve by erecting and constructing thereon dwelling-houses, and other buildings, erections and structures, and otherwise to enhance, build upon and improve the same, to every extent, and in such manner, and for such purpose as may become necessary, or as such association or corporation may deem proper or advantageous; and to sell, convey, lease, let, mortgage, or otherwise dispose of, charge or encumber such lands, tenements and hereditaments, real, mixed and personal property and estate, or any of the same, or any right or interest therein, at pleasure, and in such manner and on such terms as such corporation or association may determine by order of its directors, or establish by its by-laws; and for that purpose to make and deliver, and in like manner accept and receive, all necessary and proper deeds, conveyances, mortgages, leases, and other contracts and writings obligatory, and to have and exercise all necessary rights, franchises, muniments, estate, powers and privileges necessary to that end; and such association or corporation is authorized to loan money and funds, and secure such loan by mortgage, or other security; and any premium taken by such association for the preference or priority of such loans, or for the preference or priority on any sale or disposition of its lands, tenements or hereditaments, real, personal or mixed property or estate, or any premium for preference or priority taken by any mutual building association for any loan of its funds by such building associa tion, shall not be deemed interest within the meaning of any law of this state, nor shall any excess of such premiums over any rate of interest permitted by the laws of this state be deemed or held, in any court of law or equity, to be usury. Any association organized under this title is authorized and empowered to purchase at any sheriff's or other judicial sale, or at any other sale, public or private, and to hold, any real estate upon which such associates or association may have or hold any mortgage or judgment, or lien, or other incumbrance, or in which such associates or association may have an interest; and the real estate so purchased, to sell, convey, lease or mortgage, at pleasure,