the same warrant, direct such person to preside at such meeting, until a clerk is duly chosen and qualified, if no officer is present duly authorized to preside. § 407. (SEC. 158.) Powers of company at such meeting. A corporation, when so assembled, may elect officers to fill all vacancies, and act upon such other business as may lawfully be transacted at a regular meeting. $408. (SEC. 159.) Confirmation of proceedings at irregular meeting. When all the members of a corporation are present at any 'meeting, however called or notified, and sign a written assent thereto, on the record of such meeting, the doings of such meeting shall be as valid as if legally called and notified. $409. (SEC. 160.) Scope of by-laws-penalties for violation. Corporations may, by their by-laws, where no other provision is specially made, determine the manner of calling and conducting their meetings, the number of members that shall constitute a quorum, the number of shares that shall entitle the members to one or more votes, the mode of voting by proxy, the mode of selling shares for the non-payment of assessments, and the tenure of office of the several officers. They may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence. $410. (SEC. 161.) Remedies of company on subscription for stock. If any subscriber for the stock of any corporation neglects to pay any instalment of his subscription when lawfully required by the directors or other managing officer of the corporation, he shall forfeit such stock, and the same may be sold in such manner as the directors in their by-laws prescribe, and after paying the amount of the instalment due or called for, and the expenses of sale, the balance of the proceeds of such sale shall be paid to such subscriber. An action may also be maintained against such subscriber upon his subscription. § 411. (SEC. 162.) Power to convey lands. Every corporation may convey lands to which it has a legal title. any $412. (SEC. 163.) Shares not to be issued for less than par. Corporations having capital stock divided into shares, unless specially authorized, shall not issue shares for a less amount to be actually paid in on each share than the par value of the shares first issued: provided, that railroad, and navigation, and manufacturing corporations, created or organized under this chapter, or under any charter or special act of incorporation heretofore passed, shall have power to create, issue and dispose of such an amount of special, preferred or full paid stock of the capital stock of such corporation as may be deemed advisable yb the board of directors of such corporation. (As amended 1867, c. 18, § 2.) See ante, § 75. § 413. (SEC. 164.) Executors, etc., may vote as stockholders. An executor, administrator, guardian or trustee shall represent the shares or stock in his hands at all meetings of the corporation, and may vote as a stockholder. § 414. (SEC. 165.) Executors, etc., not to be personally liable. Persons holding stock in a corporation as executors, administrators, guardians or trustees shall not be personally subject to any liabilities as stockholders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward or person interested in the trust fund would be, if they were respectively living and competent to act, and held the stock in their own names. § 415. (SEC. 166.) Corporations, how dissolved. When a majority in number or interest of the members of a corporation desire to close their concerns, they may apply by petition to the district court of the county where the corporation has its principal place of business, setting forth in substance the grounds of their application; and the court, after such notice as it deems proper to all parties interested, may proceed to hear the matter, and, for reasonable cause, adjudge a dissolution of the corporation. Corporations so dissolved shall be deemed and held extinct, in all respects, as if their charters had expired by their own limitation. § 416. (SEC. 167.) Continuance for three years for certain purposes. Corporations whose charters expire by their own limitation, or are annulled by forfeiture or otherwise, shall, nevertheless, continue bodies corporate for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending actions by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which they were established. § 417. (SEC. 168.) Appointment of receiver, etc., by district court. When the charter of a corporation expires or is annulled, or the corporation is dissolved as provided herein, the district court of the county in which such corporation carries on its business, or has its principal place of business, on application of a creditor, stockholder or member, at any time within said three years, may appoint one or more persons receivers or trustees, to take charge of its estate and effects, and to collect the debts and property due and belonging to it, with power to prosecute and defend actions in the name of the corporation or otherwise, to appoint agents under them, and do all other acts which might be done by such corporation if in being, that are necessary to the final settlement of the unfinished business of the corporation. The powers of such receivers may be continued as long as the court deems necessary for said purposes. $418. (SEC. 169.) Powers of district court. Said court shall have jurisdiction, in equity. of the application, and of all questions arising in the proceedings thereon; and may make such orders, injunctions and judgments therein as justice and equity require. $419. (SEC. 170.) Duties of receivers. The receivers shall pay all debts due from the corporation, if the funds in their hands are sufficient therefor; and if not, they shall distribute the same ratably among the creditors who prove their debts in the manner directed by the court. § 420. (SEC. 171.) Balance of assets, how distributed. If there is a balance remaining, after the payment of the debts, the receivers shall distribute and pay it to and among those who are justly entitled thereto, as having been stockholders or members of the corporation, or their legal representatives. § 421. (SEC. 172.) Duty of attorney general-powers of attorney general and legislature. The attorney general, whenever required by the governor, shall examine into the affairs and condition of any corporation in this state, and report such examination in writing, together with a detailed statement of facts, to the governor, who shall lay the same before the legislature; and for that purpose the said attorney general has power to administer all necessary oaths to the directors and officers of any corporation; and to examine them on oath in relation to the affairs and condition thereof, and to examine the vaults, books, papers and documents belonging to such corporation, or pertaining to its affairs and condition; and the legislature, or either branch thereof, has full power to examine into the affairs and condition of any corporation in this state, and at all times; and for that purpose any committee appointed by the legislature, or either branch thereof, shall have full power to administer all necessary oaths to the directors, officers and stockholders of said corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the vaults, safes, books, papers and documents belonging to such corporation, or pertaining to its affairs and condition, and to compel the production of all keys, books. papers and documents. CHAPTER XXXV. CHARITABLE INSTITUTIONS. INSTITUTE FOR THE DEAF, dumb and BLIND. 9. Who may be admitted as pupils. 10. Annual report of directors. HOSPITAL FOR THE INSANE. Who to be received into school-powers of managers-apprenticing children. 11-15. Location-board of trustees-appointment 45-47. Commitment of infants for crime-for inexpenditure of appropriations—oa'h, compensation, meetings and powers of trustees-officers. corrigibility-approval of county commissioners of district judge. 48. 16-17. Oath and powers of superintendent-bond and powers of treasurer. Parents, if able, to pay for incorrigible children. 49. 18. Power of trustees to hold property. Warrant of commitment, how executedfees. 23. Care of insane persons by their relatives bond. 52. Exemption of property from taxation. 53. 24-25. Discharge of patients-clothing and money to be furnished. 26. Clothing to be furnished patients sent to the 27. Questions to be asked and answered. 29-30. Reports of officers-annual report of 31. Term "insane" defined. 82 Monthly report of condition of patients. No roads through grounds without consent of TITLE 1. AGRICULTURAL COLLEGE. [This title was repealed by Sp. Laws 1868, c. 114. A college of agriculture is one of the departments of the University of Minnesota. See post, c. 37, §§ 2, 7, 11.] TITLE 2. INSTITUTE FOR THE DEAF, dumb AND BLIND. §1. (SEC. 17.) Location and name. There is established in the town of Faribault, in the county of Rice, an institution for the education of the deaf, dumb and blind, styled the Minnesota Deaf, Dumb and Blind Institute. $2. (SEC. 18.) Board of directors-appointment and vacancies. Said institution shall be controlled by a board of seven directors. The governor and superintendent of public instruction shall be two of the members of said board, ex officio, and the remaining five shall be appointed by the governor, by and with the advice and consent of the senate, one for a term of one year, one for a term of two years, one for a term of three years, one for a term of four years, and one for a term of five years; and thereafter, at the expiration of the respective terms, one director shall be appointed for a term of five years; and said directors so ap pointed shall hold their office during their respective terms, and until their successors are appointed and qualified. All vacancies in the office of said five last-named directors shall be filled by appointment in like manner as aforesaid. §3. (SEC. 19.) Annual election of officers. Said board of directors shall annually elect, from their own number, a president, secretary and treasurer, and they shall also annually elect a steward, who may or may not be of their own number, and whose compensation shall be fixed by the said board. (As amended 1868, c. 17, § 1.) § 4. (SEC. 20.) Powers of directors. Said directors shall have the general supervision of said institution, shall prescribe rules for the government and management thereof, and generally perform all acts necessary to render the institution efficient for the purposes for which the same is established, to wit, the relief and instruction of the deaf mutes of this state, and shall also provide instruction for the blind, when it becomes necessary. Four of said directors shall constitute a quorum for the transaction of business. $5. (SEC. 21.) Duties of treasurer and secretary. The treasurer shall safely keep and faithfully disburse all moneys belonging to or intrusted to said institution, shall render an exact and detailed account of expenditures, on the first day of December in each year, to said board, and whenever said board require; and shall perform all other duties required by the directors, according to the rules. and regulations established by said board; and shall receive for his services a compensation, to be fixed by said board, not exceeding one hundred dollars per year. The secretary shall perform such duties consistent with his office as said board shall require, and shall receive for such services a sum not exceeding one hundred dollars per annum. (As amended 1868, c. 17, § 2, and 1874, c. 18, § 1.) § 6. (SEC. 22.) Compensation of directors. No one of said directors, except said treasurer and secretary, shall receive any compensation for his services, but may be allowed reasonable travelling expenses incurred in attending the meetings of said board. (As amended 1874, c. 18. § 2.) $7. (SEC. 23) Treasurer to give bond. Said treasurer shall, before entering upon the duties of his office, give bond, with sufficient sureties to be approved by the governor, in the sum of eight thousand dollars, payable to the state of Minnesota, and conditioned for the faithful discharge of his duties as treasurer, which bond shall be deposited with the secretary of state. § 8. (SEC. 24.) Money, how drawn from state treasury. Any moneys now or hereafter appropriated or intrusted to said institution may be drawn from the state treasury at any time, upon the order of the board of directors, and the presentation of proper vouchers to the state auditor. (See post, § 59.) § 9. (SEC. 25.) Who may be admitted pupils. All deaf and dumb persons, and all blind persons, residing in this state, and of suitable age and capacity to receive instruction, shall be received and instructed in said institution free of charge. (As amended 1867, c. 11, § 1.)* $10. (SEC. 26.) Annual report of board of directors. Within ten days preceding the meeting of each regular session of the legislature, the said board shall furnish to the governor a printed report of the action of the board, and an estimation. of the expenses of the institution in all of its departments, together with a statement of the receipts and disbursements of funds; and during the first week of the session of the legislature, at least ten copies of said report shall be delivered to each member thereof. The said report shall show First. The names of the president and directors, secretary and treasurer, and of the president and teachers employed, with the compensation allowed to each. Second. The names, ages and residences of the pupils, and the dates of their reception into the institution. Note.-Laws 1868, c. 18, 18, purports to repeal Laws 1867, c. 11, approved March 9, 1867; but Laws 1867, c. 12. also approved March 9, 1867, is evidently the law meant to be repealed. Third. The names, ages and residences of deaf mutes ascertained to be in the state, who have not attended the school. Fourth. The names and residences of all other persons in the service of the institution, and their business and compensation. Fifth. The statement of the accounts of the corporation, showing the amounts of money received, and dates thereof, and its disbursements. Sixth. Such a report from the president of the institution as is usually made from such institutions of other states. TITLE 3. HOSPITAL FOR THE INSANE. *§ 11. Location—name—trustees. The hospital for the insane for the state of Minnesota, shall be erected and located upon the site designated and determined as hereinbefore mentioned and provided for, and shall be known by the name and title of Minnesota Hospital for Insane, and shall be placed under the charge of seven trustees, four of whom shall constitute a quorum for the transaction of business. (1866, c. 6, § 4, as amended 1868, c. 18, §_1.) *S 12. Appointment and terms of trustees. That S. D. Flagg, Orrin Densmore, Henry A. Swift, Solomon Blood, John L. Thorne, J. V. Daniels, and Luke Miller, are hereby constituted the board of trustees of such asylum. The two first named shall serve for two years, the second two for four years, the last three for six years; and as their terms expire, their successors shall be appointed by the governor, by and with the advice and consent of the senate, for the term of six years, and until their successors are appointed and qualified. (Id. § 5.) *§ 13. Expenditure of appropriations. All appropriations made in any act which shall hereafter be passed for the benefit, care or treatment of the insane of this state, or for the erection, purchase or lease of any building for their accommodation, shall be placed under the charge of said board, and shall be drawn from the state treasury by the treasurer of the hospital in the mode and manner hereinafter provided. (Id. § 8, as amended 1868, c. 18, § 2.) *S 14. Oath, compensation and meetings of trustees-officers. The trustees, before entering upon the duties of their office, shall take and subscribe an oath or affirmation to support the constitution of the United States, and of this state, and also faithfully to discharge the duties required of them by law, and the by-laws that may be established. They shall be paid their necessary expenses during the time they are actually engaged in the discharge of their official duties, such payment to be made out of any money appropriated for the support of the insane. They shall hold their annual meeting at the hospital on the first Wednesday in December of each year, when they shall choose one of their number president, and another secretary, and one treasurer, for the ensuing year, and until their successors are elected and qualified. (Id. § 10, as amended 1868, c. 18. § 3.) *S 15. Powers of trustees. The said trustees shall have the general control and management of the hospital. They shall have power to make all by-laws necessary for the government of the same, not inconsistent with the laws and constitution of the state of Minnesota, and to conduct the affairs of the institution in accordance with the laws and by-laws regulating the same. They shall appoint a medical superintendent, who shall be a well-educated and regular physician, and a steward, a matron, and assistant physician or physicians, and a chaplain, when such officers are deemed necessary, who shall be governed by and be subject to all the laws and by-laws established for the government of said hospital. The said trustees shall fix all salaries not otherwise determined |