an evidence of such loans or for the purchase of materials or necessary improvements, on time, may issue its corporate bonds or promissory notes, and secure the repayment thereof, with the interest which shall accrue, may mortgage its franchise, real estate, income and all other property, and may, by its President or other officers or agents, sell, dispose or negotiate such bonds, notes or the stock of such company, at such time and at such places, either within or without this State, and at such rates and for such prices as in the opinion of the company will best advance its interest."127

§ 25. Iowa.

Any number of persons may become incorporated for the transaction of any lawful business. 128 If a single person becomes incorporated, and adopts as the corporate name the name of an individual or individuals, he must add the word "incorporated." 129 The ordinary powers are granted, including the power "to exempt the private property of its members from liability for corporate debts, except as otherwise declared." 130 Before beginning business (except that of organization) the incorporators must adopt and execute articles of incorporation, and record them in the office of the Recorder of Deeds in the county where the principal place of business is to be; having been recorded, the articles must then be sent to the Secretary of State.131 "Such articles must fix the highest amount of indebtedness or liability to which the corporation is at any one time to be subject, which in no case, except risks of insurance companies, and liabilities of banks not in excess of their available assets, not including their capital, shall exceed two-thirds of its capital stock. But the provisions of this section shall not apply to the bonds or other railway or street railway securities, nor

127 Ibid. § 3442.

128 Ia. Code, § 1607.

129 Ibid. 1608.

130 Ibid. § 1609.

131 Ibid. § 1610.

to the debentures or bonds of any company incorporated under the provisions of this chapter, the payment of which shall be secured by an actual transfer of real estate securities for the benefit and protection of purchasers thereof; such securities to be at least equal in amount to the par value of such bonds or debentures, and to be first liens upon unincumbered real estate worth at least twice the amount loaned thereon." 132 If the corporation transacts business in Iowa, "the articles shall fix its principal place of business, which must be in this State, and in charge of an agent of the corporation, at which place it shall keep its stock and transfer books and hold its meetings." 133 A notice must be published in a newspaper "as convenient as practicable to the principal place of business" containing the name and location of the corporation, the general nature of the business, the amount of capital stock authorized and times and conditions on which it is to be paid in, the officers to be created and the time and manner of their election, the extent of indebtedness to which. it can subject itself, and whether private property is to be exempt from corporate debts.134 The corporation may, however, begin business as soon as the certificate is issued by the Secretary of State, and its acts are valid if the publication is made within three months.135 Changes in the articles may be made by vote of the corporation, and published like the original articles. 136

Corporations (except those for internal improvement or insurance) shall endure for not more than twenty years, renewable from time to time.137

"A copy of the by-laws of the corporation, with the names of all of its officers, must be posted in the principal places of business subject to public inspection. A statement of the

132 Ibid. § 1611.

133 Ibid. § 1612.

134 Ibid. § 1613.

135 Ibid. § 1614.

136 Ibid. § 1615.

137 Ibid. § 1618.

amount of capital stock subscribed, the amount of capital actually paid in, and the amount of the indebtedness in a general way, must also be kept posted in like manner, which shall be corrected as often as any material change takes place in relation to any part of the subject-matter thereof 138

26. Kansas.

Five or more persons, three of whom at least must be citizens of the State, may form a corporation.139 "A charter must be prepared, setting forth: 1st, The name of the corporation. 2d, The purposes for which it is formed. 3d, The place or places where its business is to be transacted. 4th, The term for which it is to exist. 5th, The number of its directors or trustees, and the names and residences of those who are appointed for the first year. 6th, The amount of its capital stock, if any, and the number of shares into which it is divided. 7th, The names and addresses of the stockholders, and the number of shares held by each." 140 "The corporate name of every corporation hereafter organized (except banks, and corporations not for pecuniary profit), shall commence with the word 'the,' and end with the word 'corporation,' 'company,' 'association,' or 'society,' and shall indicate by its corporate name the business to be carried on by said corporation. Any corporation organized or existing under the provisions of this act may within the limits of this act amend its charter in any of the parts thereof; but in any such case such charter shall be so amended only when authorized by a two-thirds vote of the stockholders of such corporation at a meeting held in conformity with the by-laws thereof; and as so amended such charter shall be subscribed by the directors or trustees thereof, and acknowledged by not less than three thereof, who shall be citizens of this State, before an officer duly authorized to

133 Ibid. §§ 1624, 1625.

139 Kan. Gen. Stat. § 1256.

140 Ibid. § 1253.

take acknowledgments of deeds, and thereupon filed and recorded in the same manner and with like effect as now provided in cases of original charters under provisions of this act." 141

A "charter board" is created, consisting of the AttorneyGeneral, the Secretary of State, and the state bank commissioner.142 Persons seeking to form a private corporation apply to this board, stating the facts contained in the charter.143 "The board shall make a careful investigation of each application and shall inquire especially with reference to the character of the business in which the proposed corporation is to engage, and if the board shall determine that the business or undertaking is one for which a corporation may lawfully be formed, and that the applicants are acting in good faith, the application shall be granted, and the secretary of the board shall issue a certificate setting forth the fact that the persons named in the application have been authorized by the charter board to form a private corporation as set forth in the application, reciting the proposed name and character thereof." 144 Every corporation so created shall commence active operations within a year, "Provided, That no corporation, excepting railroad companies, shall commence business until it shall file with the Secretary of State an affidavit, made by its president and secretary, setting forth that not less than twenty per cent. of its authorized capital has been paid in actual cash.'

" 145

The officers of the corporation shall make an annual return to the Secretary of State, showing the condition of the corporation, the names and addresses of its officers, and "a full and complete list of the stockholders, with the post-office address of each, and the number of shares held and paid for

141 Ibid. § 1254.

142 Ibid. § 1259. 148 Ibid. § 1260.

144 Ibid. § 1263.

145 Ibid. § 1311.

by each. Notification is to be made of each change in ownership of stock." 146

§ 27. Kentucky.

"Any number of persons, not less than three, may associate to establish a corporation for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose under the provisions of, and subject to the requirements of this article; but banking, building and loan, trust, insurance and railroad corporations shall, in addition to the provisions of this article, which are not inconsistent with the laws relating especially to them, be organized in the manner and subject to the provisions of such laws." 147 Such persons shall execute articles of incorporation, which shall specify "the name of the corporation, which shall be such as to distinguish it from any other corporation engaged in the same business, or promoting or carrying on the same objects or purposes in this State," the location and business, amount of capital stock, number of shares, names and addresses of the stockholders and number of shares subscribed by each, time of commencement and period of continuance, what officers are to be chosen, and time and place of election, "the highest amount of indebtedness or liability which the corporation may at any time incur, and whether the private property of the stockholders, not subject by the provisions of the law under which it is organized, shall be subject to the payment of corporate debts, and if so, to what extent." 148 The articles shall be signed and acknowledged and recorded in the county clerk's office of the county in which the principal office is, and in the office of the Secretary of State.149 The signers of the articles of incorporation have control of the organization and affairs of the corporation until the directors are elected.150

148 Ibid. § 1283.

147 Ky. Rev. Stat. § 538.

148 Ibid. § 539.

149 Ibid. § 540.

150 Ibid. § 541.