7388. Incorporation authorized - Certificate of associationFiling-Organization. SEC. 1. Be it enacted by the General Assembly of the State of Indiana, That societies, associations, and clubs not for pecuniary profit, may be incorporated as hereinafter provided. Any three or more persons, citizens of the United States, who shall desire to associate themselves for any lawful purpose other than for pecuniary profit, may make, sign and acknowledge, before any officer having a seal and authorized to take acknowledgments of deeds in this state, and file in the office of the secretary of state, and in the office of the recorder of the county in which such society, association or club shall be located, a certificate, in writing, in which shall be stated the name or title by which such corporation shall be known in law, the particular objects for which it is formed, the number of its directors, and the names of the directors selected for the management of its business and prudential concerns for the first year of its existence. Upon complying with the foregoing conditions, the corporation shall be deemed fully organized, and may proceed to carry out the objects of its organization: Provided, the secretary of state shall not file a certificate of organization of any corporation having the name of any then existing, but shall notify the subscribers, or any two of them, of the reason of his refusal so to do.

7389. Powers-Property rights. § 2. Any corporation formed under the provisions of this act, shall have and possess all the rights, powers and privileges given to corporations by common law, to sue and be sued; to borrow money and secure the payment of the same by notes, bonds and mortgages upon their personal and real property; and, to rent, lease, purchase, hold, sell and convey such personal and real property as may be necessary and proper for the purpose of erecting buildings and for other proper objects of any such corporation. Such corporation may borrow money only upon the consent of a majority of the members thereof, expressed by a vote, to be used solely for the purpose of its organization. 7390. Directors, election of Vacancy. § 3. Such corporation shall elect directors, from the members thereof, at such times and places and for such period as may be provided for by the by-laws, and they shall have the management and control of the affairs and funds of the corporation. Whenever directors shall be elected, a certificate under the seal of the corporation, signed by its secretary, giving their names and the terms of their office, shall be recorded in the office of the recorder where the certificate of organization is recorded. Vacancies in the board of direct

ors shall be filled in the manner provided by the by-laws. 7391. Dissolution-Distribution of assets-Liability for debts. 4. No dividend or distribution of the property of such corporation shall be made until all debts are fully paid, and then only upon its final dissolution and surrender of its organization and name; nor shall any distribution be made except by a vote of a majority of the members. When any distribution of its property is contemplated the directors shall file a statement, under oath, in the office of the recorder, where the certificate is filed and the corporation located, that all debts of the corporation are paid. And, in case a dissolution shall be made before filing such statement under oath, or if such statement shall be wilfully false, said directors shall be jointly and severally liable for the debts of such corporation. When a final dissolution of any such corporation has been agreed upon, the directors shall file in the

office of the secretary of state a certificate thereof under the seal of the corporation, and upon the filing of said certificate such organization shall cease to exist.

7392. Articles, change of. § 5. Any such corporation may change its articles of incorporation in the manner prescribed by its own rules; but no such change shall be of legal effect until a certificate thereof, under the seal of such corporation, shall be filed in the office of the secretary of state and recorded in the office of the recorder in which the original certificate was recorded.

7393. Emergency. § 6. An emergency exists for the immediate taking effect of this act; the same shall be in force from and after its passage.

NOTES TO CHAPTER 24

CORPORATIONS-ASSOCIATIONS.

ARTICLE I-BUILDING, LOAN AND SAVINGS.

3407. How formed -Record. If the articles of association of a building, loan and savings association provide that it shall continue in operation during eight years, unless it shall sooner have sufficient funds to pay all its debts and redeem its stock, a resolution dissolving the association before the time limited, so long as stock stands. out unredeemed and in the absence of the unanimous consent of the shareholders is void. Articles of association can be changed only by unanimous consent; Barton v. Enterprise L. & B. Assn., 114-227.

AN ACT to amend section one of an act entitled "An act authorizing public aid to corporations erecting bridges over streams forming a boundary of this state," approved March 5, 1881; and, being section 3562, Revised Statutes, and declaring an emergency. [Approved and in force March 9, 1889; S., 1889, p. 266.

7394. [3562] Construction - Capital stock-Public aid - Petition of tax payers-City council's duty-Who are tax payers. SEC. 1. Be it enacted by the General Assembly of the State of Indiana, That section one of an act entitled "An act authorizing public aid to corporations erecting bridges over streams forming a boundary of this state," approved March 5, 1881; and, being section 3562, Revised Statutes, be, and the same is hereby, amended so as to read as follows: Section 1. That counties wherein any bridge over any river or stream forming the boundary of the state of Indiana, or any part thereof, may be located, or any of the townships of such counties, are hereby authorized to take stock in or make donations to such bridge company in aid of the construction of such bridge by complying with the provisions, so far as the same are applicable, of an act approved May 12, 1869, being sections 4045 to 4063, inclusive, of Revised Statutes, giving to counties and townships authority to take stock in and make donations in aid of the construction of railroads, and any city, whether incorporated by special charter or enactment or under the general law of the state, may also subscribe to the capital stock, or may make donations in money to aid in the construction of such bridge in the same manner that they are authorized by their special charters or general act of incorporation to subscribe to the stock of or make donations to railroad companies. Any city within this state in which any such bridge, or any part thereof, is located may, upon the petition in writing of a majority in number of the tax payers of such city to the common council thereof, guarantee the payment of the bonds of any such bridge company so located as aforesaid, to an amount not exceeding twenty-five per centum of the estimated cost of such bridge, with the interest thereon, and whenever such petition, so subscribed, is presented to such common council, it shall be the duty of such common council, by resolution or ordinance, to authorize and direct the mayor or presiding officer of such common council, in the name and on behalf of said city, to execute, make and sign such guaranty upon such bonds whenever requested so to do by such bridge company or its authorized officer or agent. In determining who are the tax payers of such city, the tax duplicate in the hands of the city treasurer at the time of the presenta

tion of such petition shall be deemed and taken as conclusive evidence for the purpose of such petition and all proceedings thereon.

7395. Emergency. § 2. Whereas, an emergency exists requiring the immediate taking effect of this act, the same shall take effect and be in force from and after its passage.

AN ACT authorizing bridge companies owning bridges across any stream forming a boundary line of the state of Indiana to acquire, own and operate street railroads in connection with such bridges. [Approved and in force March 2, 1889; S., 1889, p. 68.

7396. Street railway company, acquisition of stock of. SEC. 1. Be it enacted by the General Assembly of the State of Indiana, That any bridge company owning a bridge across any stream forming a part of the boundaries of the state of Indiana, may acquire, own and operate as a part of the property of such bridge company, and in connection with the business of such bridge company, such line or lines of street railway as it may deem advantageous or necessary; and such company may, to that end, acquire, own and hold any part or all of the capital stock of any street railway company heretofore organized.

7397. Emergency. § 2. As an emergency exists, this act shall take effect and be in force from its passage.

AN ACT to authorize cities of this or an adjoining state to purchase or condemn and appropriate, for public use, the shares of stock of any bridge company or corporation owning any bridge across any stream forming the boundary line between this and such adjoining state and confirming purchases of such shares of stock heretofore made by such cities and, upon such purchase or condemnation and appropriation vesting the title to such bridge and all its real and personal property in such cities, and declaring such bridge a public highway, and declaring an emergency. [Approved and in force March 7, 1889.

7398. Shares of stock - Purchase, condemnation etc. - Public highway, when-Tax exemption-Rules of government. SEC. 1. Be it enacted by the General Assembly of the State of Indiana, That any city of this or an adjoining state is hereby authorized to purchase the shares of stock in any bridge company or corporation owning a bridge across any stream forming the boundary line between this and an adjoining state where either terminus of such bridge is within or adjoining such city; and, all purchases of such shares of stock heretofore made by any such city are hereby confirmed and made legal; and, in case any city [which] shall have heretofore purchased four-fifths of all the shares in any such bridge company or corporation can not agree with remaining owners as to the price to be paid therefor, or can not for any cause obtain from such owners a valid title thereto, such city may condemn and appropriate such shares for public use, and all the assessments therefor shall be made by the city commissioners of such city. And, upon such purchase of all the shares of stock as aforesaid, or upon condemnation and appropriation as aforesaid, the title to such bridge and the real and personal property of such company or corporation shall vest in such city, and such bridge and the real and personal property aforesaid shall be the public property of such city and shall not be subject to taxation while owned by any such city; and such bridge shall be a public highway, free to all persons and vehicles, subject to such rules and regulations as may be passed by such city for the good government and protection and use of the same, and such fines for violation or neglect of any of the rules and regulations, not exceeding one hundred dollars, as the city may deem proper.

7399. Emergency. § 2. An emergency is hereby declared to exist for the immediate taking effect of this act, therefore the same shall take effect and be in force from and after its passage.