Failure to give satisfactory security.-If any stockholder being thereto required, according to either of the two preceding sections, fail to give security satisfactory to the board of directors for the unpaid residue of his stock, the corporation may recover from him, by motion on ten days' notice, or by action before any justice or court having jurisdiction, the whole unpaid residue of the stock, with interest thereon at the rate of ten per cent. per annum from the time of such failure board of directors, at their option (having first given not less than two weeks' notice to the stockholder of their intention so to do), may declare the stock in regard to which such failure occurred, to be forfeited to the corporation. [Code, ch. 53, § 33.]

until payment; or the

Failure to pay instalment.-If any stockholder, having given security as aforesaid, fail to pay the unpaid residue of his stock or any instalment thereof, when thereto required by the board of directors, the corporation may recover the amount in arrear, with interest thereon at the rate of ten per cent. per annum from the time of such failure until payment, from the person liable on such security, or any one or more of them, by motion or action as aforesaid; or by the sale or collection of the stocks or securities pledged, or enforcement of the deed-of-trust or mortgage, or other securities, given as aforesaid; or in the manner specified in the twenty-ninth and thirtieth sections of this chapter. And if it proceed in any of the modes above mentioned, it shall not be thereby precluded from resorting to the others for the recovery of so much as may remain unpaid. [Code, ch. 53, § 34, as amended by Acts 1882, ch. 96.]

Certificates of stock.-The board of directors may caused to be issued, if demanded, to any person appearing on the books of the corporation to be the owner of any shares of its stock a certificate therefor under the corporate seal, to be signed by the president and such other officer, if any, as the board may direct, which certificate shall show the amount paid on each share. [Code, ch. 53, § 35.]

Certificate to be surrendered on transfer of stock.-A stockholder, to whom such certificate has been issued, shall not be allowed to transfer the shares therein mentioned, or any part thereof, without delivering up the said certificate to the corporation to be cancelled, unless the same be lost or destroyed, or sufficient cause be shown, to the satisfaction of the board of directors, why it cannot be produced. [Code, ch. 53, § 36.]

Sale, etc., of stock with delivery of certificate to purchaser.If any person, for valuable consideration, sell, pledge or otherwise

dispose of any shares belonging to him to another, and deliver to him the certificate for such shares, with a power of attorney anthorizing the transfer of the same on the books of the corporation, the title of the former shall vest in the latter so far as may be necessary to effect the sale, pledge or other disposal of the said shares, not only as between the parties themselves, but also as against the creditors of, and subsequent purchaser from the former, but subject nevertheless to the provisions contained in nineteenth section of this chapter. [Code, ch. 53, § 37.]

Lost certificate.-When a person to whom a certificate has been issued alleges it to have been lost, he shall file in the office of the corporation, first, an affidavit setting forth the time, place and circumstances of the loss, to the best of his knowledge and belief; second, proof of his having advertised the same in a newspaper of general circulation, published near the principal office of the corporation, once a week for four weeks; and, third, a bond to the corporation, with one or more sufficient sureties, conditioned to indemnify the corporation and all persons against any loss in consequence of a new certificate being issued in lieu of the former. And thereupon the board of directors shall cause to be issued to him a new certificate, or duplicate of the certificate alleged to be lost. [Code, ch. 53, § 38.]

Dividends on stock.-The board may, from time to time, declare dividends of so much of the net profits as they deem it prudent to divide. If any stockholder be indebted to the corporation, his dividend, or so much thereof as is necessary, may be applied to the payment of the debt, if the same be then due and payable. [Code, ch. 53, § 39.]

Dividend declared out of the capital. If the board declare a dividend by which the capital of the corporation shall be diminished, all the members present who do not dissent therefrom and cause said dissent to be entered on the record of their proceedings, shall be jointly and severally liable to the creditors of the corporation for the amount the capital may have been so diminished; and may be decreed against therefor on a bill in equity filed by any creditor; and, moreover, every stockholder who has received any such dividend shall be liable to the creditors for the amount of capital so received by him. [Code, ch. 53, $ 40.]

The meetings of the stockholders.-An annual meeting of the stockholders of every corporation, subject to this chapter, shall be held at such time as may be prescribed by the by-laws, or, if there be no such by-law, then on the fourth Tuesday of January. A general meeting of the stockholders may be called at any time by the board of

directors, or by any number of the stockholders holding together at least one tenth of the capital. Notice of the annual or any other general meeting shall be given in such manner as the by-laws may direct, or, if there be no such by-law, by advertising the same once a week for two weeks at least in some newspaper of general circulation published near the principal office or place of business of the company. [Code, ch. 53, § 41.]

Quorum.-The number of stockholders, or amount of stock necessary to constitute a quorum at a meeting of stockholders, and the mode of transacting business at such meetings, may be prescribed by the by-laws. If there be no such by-law a majority of the stock must be present, in person or by proxy, to constitute a meeting. But if a sufficient number do not attend at the time and place appointed, those who do attend may adjourn from time to time until a meeting is regularly constituted. Every meeting of the stockholders may adjourn from time to time till its business is completed. [Code, ch. 53, § 42.]

List of stockholders to be hung up in principal office. A list of stockholders, showing the number of shares and votes to which each is entitled, shall, for one month before every annual meeting, be hung up in the most public room at the principal office or place of business of the corporation; but the failure to do so shall not affect the validity of the proceedings of such meeting. [Code, ch. 53, § 43.]

Mode of voting. In all elections for directors or managers of incorporated companies, whether in other respects governed by this chapter or not. every stockholder shall have the right to vote in person or by proxy for the number of shares of stock owned by him for as many persons as there are directors or managers to be elected, or to cumulate said shares and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit; and such directors or managers shall not be elected in any other manner, and on any other question to be determined at any meeting of stockholders, if a vote by stock be demanded upon such question by any stockholder, every stockholder may, in person or by proxy, give the following vote on whatever stock he may hold in the same right, that is to say, one vote for every share of stock held in such company. [Code, ch. 53, § 44, as amended by Acts 1872-3, ch. 181, and Acts 1882, ch. 96.]

Proxy. No officer or director of a corporation shall vote as the proxy of a stockholder thereof. [Code, ch. 53, § 45,]

Annual report of directors.-The board of directors shall make a report to the stockholders, at the annual meeting, of the condition of the corporation. The report shall show the property and funds belonging to the corporation, and the estimated value thereof, the debts due to it, distinguishing such as are known to be good from those considered to be doubtful or hopeless, the debts and liabilities of the corporation; the amount of capital paid in; and the estimated surplus or deficiency, as the case may be. It shall also state the amount of dividends declared, and the losses incurred, or profits accruing during the preceding year. The board shall furnish to each stockholder requiring it a true copy of such report, together with a list of the stockholders and their places of residence. [Code, ch. 53, § 46, as amended by Acts 1882, ch. 96.]

Books, papers, &c.-The property and funds, books, correspondence and papers of the corporation, in the possession or control of any officer or agent thereof, shall, at all times, be subject to the inspection of the board, or a committee thereof appointed for the purpose, or of any committee appointed for the purpose by a general meeting of the stockholders. The minutes of the resolutions and proceedings of the board shall, for thirty days before the annual meeting of the stockholders, be open to the inspection of any stockholder. They shall be produced when required by the stockholders at any general meeting [Code, ch. 53, § 47.]

Meetings of the stockholders.-The annual meeting and other meetings of the stockholders, within this state, shall be held at such place as may be prescribed by the by-laws, or if there be no such bylaw, then at the principal office or place of business of the corporation. Notice of the place of meeting shall be given in the manner prescribed by the forty-first section of this chapter. [Code, ch. 53, § 48, as amended by Acts 1882, ch. 96.]

Board of Directors. For every corporation subject to this chapter there shall be a board of directors, who shall have power to do, or cause to be done, all things that are proper to be done by the corporation. The stockholders may in general meeting, by a by-law, prescribe the number of which the board shall consist; but unless a different number be so prescribed, there shall be five directors. They may also, by a by-law, prescribe the qualifications of directors; but, if it be not otherwise provided, every director must be a resident of this state and a stockholder. The directors shall be elected at the annual meeting of the stockholders, or as soon thereafter as practicable, and shall hold

their offices until their successors are elected and qualified. The stockholders in general meeting may remove any director and fill the vacancy; but any vacancy not caused by such removal may be filled by the board. A majority of the board shall constitute a quorum, unless it be otherwise provided in the by-laws; and if the number of the board be reduced at any time so as to interrupt the proper and efficient management of the business of the corporation, a general meeting of the stockholders may be called to elect new directors, or to take such order in the premises as they may deem proper. [Code, ch. 53, $49.]

President.-As soon as may be, after their election, the board of directors shall choose one of their own body president of the corporation, who shall act as such till his successor is qualified, without ceasing, however, to be a member of the board. During the absence of the president the board may appoint a president pro tempore, who, for the time, shall discharge the official duties of the president. [Code, ch. 53, § 50.]

Meetings of the board.-The board shall hold meetings at such time as they see fit, or the president shall require. They may, by resolution, prescribe when and where their regular meetings shall be held, how special meetings shall be called, and what notice of their meetings shall be given. [Code, ch. 53, § 51.]

Record of Proceedings.-They shall keep a record of their proceedings, which shall be verified by the signature of the president or president pro tempore. No member of the board shall vote on a question in which he is interested otherwise than as a stockholder, except the election of a president, or be present at the board while the same is being considered; but if his retiring from the board in such case reduce the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings, if any member at the time require it. [Code, ch. 53, § 52, as amended by Acts 1882, ch. 96.]

Officers and agents.-The board of directors shall appoint such officers and agents of the corporation as they may deem proper, and prescribe their duties and compensation; but there shall be no compensation for services rendered by the president or any director, unless it be allowed by the stockholders. The officers and agents so appointed shall hold their places during the pleasure of the board; and if required