of years the corporation is to exist, which shall not be to exceed thirty years; Ninth, The names of the stockholders, their respective residences, and the number of shares subscribed for by each. The articles of incorporation, besides defining the purposes for which the corporation is formed, as provided in sub-section second above, may also contain any provision which the incorporators may deem advantageous for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of stock and stockholders: Provided, The same be not inconsistent with this act, or the general statutes of this State regulating corporations." 205 Any two of the signers may call a first meeting giving two weeks' notice by publication in a newspaper; but all the subscribers may waive the notice in writing.206 The secretary and treasurer shall reside and transact the corporation's business at its office in the State, unless the articles provide for the location of the principal office outside the State.207 It shall be lawful for the corporation to conduct its business in whole or in part at any place or places within the United States.208

Before beginning business, the articles of association must be recorded in the office of the Secretary of State and in the office of the clerk of the county in which the operations are to be carried on or, in the case of corporations organized to operate outside the State, of the county in which the principal office is located.20

209

An annual report is to be filed with the Secretary of State and the county clerk, stating the amount each of common and preferred capital stock authorized, and the amount thereof

205 Ibid. § 2.

200 Ibid. § 3. 207 Ibid. § 6.

208 Ibid. § 8.

209 Ibid. § 9.

subscribed for, and the amount thereof actually paid in, in cash, and the amount thereof paid in property; the amount of capital invested in real and personal estate, and the present actual value of the same as near as may be estimated; the amount of debts of the corporation, and the amount of credits, and the present estimated value of the credits; the name and postoffice address of each stockholder and the number of shares of preferred and common stock held by him at the date of such report; the name and postoffice address of each officer and director of the corporation, and such other information as the Secretary of State may require. This report is filed with the Secretary of State and also with the county clerk.210

The ordinary powers are conferred (including power to hold real estate for corporate purposes and as security for debt) and necessary incidental powers. 211

The articles may be amended by a two-thirds vote, and the business may be removed; the amendment or certificate of removal being duly recorded with the Secretary of State and county clerk. 212

"It shall be lawful for any corporation organized or existing under the provisions of this act to establish an office or offices for the transaction of business without this State and within the United States and to hold any meeting of the stockholders or directors of such company at such office so provided for; Provided, That there shall always be one business office within this State, and that service of any notice or process may be made upon the agent in charge of such office, which shall be binding upon such corporation. The place of holding such offices shall be fixed by a vote of a majority of stockholders at any lawful meeting called for that purpose, and after being fixed shall not be changed within one year, and shall be certified by the directors of such corporation to the Secretary of State

210 Ibid. § 12.

211 Ibid. §§ 13, 14.

212 Ibid. §§ 17, 18.

of this State within two months from the time such office or offices were so located." 213

§ 33. Minnesota. `

Three or more persons may associate themselves by an agreement in writing to form a corporation for any kind of manufacturing, lumbering, agricultural, mechanical, mercantile, chemical, transportation, or other lawful business not requiring the taking of private property for public uses. No company shall take a name previously assumed by any other company. y.214 "Other lawful business" authorizes the formation of a corporation for carrying on any sort of lawful business for pecuniary profit, though not of one of the previously enumerated kinds.215

The articles of incorporation contain the name and location of the corporation, the time of its continuance, the amount of capital stock and how paid in, the highest amount of indebtedness to which the corporation shall be subject, the names and addresses of the persons forming the names of the first directors, and what other officers are to be elected and when to be elected, and the number and amount of shares. This shall be published in a newspaper at the capital of the State or in the county where the corporation is organized. The articles shall also be filed with the register of deeds of the county where the principal office is to be, and with the Secretary of State. On an affidavit of publication being filed with the Secretary of State, the corporation comes into existence.216

The corporation so formed is granted the ordinary powers; and the directors may alter the articles in certain points by vote, publishing and recording the alteration as before.217 No corporation shall be formed to continue more than thirty

213 Ibid. § 20.

214 Minn. Gen. Stat. § 2794.

215 Brown v. Corbin, 40 Minn. 508, 42 N. W. 481.

216 Minn. 1901, ch. 99, § 1; Gen. Stat. §§ 2593, 2796. 217 Minn. Gen. Stat. §§ 2595, 2796.

years, 218 which may be extended by a two-thirds vote of the stockholders, duly published and recorded.2

§ 34. Mississippi.

219

Corporations may be created under the general law for every lawful purpose except railroads and street railroads and insurance.220 The persons (not restricted in number) desiring to be incorporated prepare a charter which "shall contain a clear and definite statement of the purposes for which the corporation is created, the names of the persons desiring to form the corporation, the corporate name by which it is to be known, the powers to be exercised, the period for which said corporation is to exist-never more than fifty years-together with whatever else may be proper to be stated." This shall be published for three weeks in a newspaper published or circulated at the domicil of the proposed corporation "and the charter so proposed and published, if required to be, shall be submitted for approval to the Governor, who shall take the advice of the Attorney General as to the constitutionality and legality of the provisions of such charter; and if the Governor approve it he shall write his approval at the bottom of it, and sign his name thereto, and shall also cause the great seal of the State to be thereto affixed by the Secretary of State; but the Governor may require amendments or alterations to be made previous to signing the same, or, if deemed expedient by him, he may withhold his approval entirely; and the powers therein specified shall, by the approval of the charter, be vested in such corporation, and it shall go into operation at the time and on the terms and conditions specified." 221 Amendments and renewals are published and approved in the same way.222 The ordinary

218 Ibid. § 2802.

219 1901, ch. 207, § 1. 220 Miss. Code, § 832.

221 Ibid. § 833.

222 Ibid. § 834.

powers are conferred on the corporation. Its first meeting is to be called by a published ten-days' notice.2

223

"Every corporation created under this charter may hold real and personal estate necessary and proper for its purposes, not exceeding two hundred and fifty thousand dollars, manufacturing companies and banks excepted, which may purchase and hold property to the amount of one million dollars. And a corporation shall not have a trust, use or benefit in property held in the name of any other person for its use, either expressly or secretly, to a greater amount than it may lawfully hold, nor shall any corporation employ its capital, money, or other thing, in any other way than in the pursuit of its legitimate business; and a corporation offending against any of these provisions shall forfeit its charter, and shall also forfeit all property, real and personal, above the amount it may lawfully hold, to the State; but anything herein contained shall not prevent a corporation from taking a lien on property, real or personal, to a greater amount than it may hold, as a security for a debt, or from taking property to a greater amount than it may hold in payment of a debt, if the same shall not be held for a longer period than five years." 224

§ 35. Missouri.

Three or more persons may associate for any manufacturing or business purpose (including the conduct of railroads and street railways and the supply of gas or water) not inconsistent with law, except banks and investment companies, and corporations otherwise provided for (which appear to be telegraph and telephone companies, building and loan associations, saving institutions and trust companies, booming and rafting companies).225 The amount of stock shall be not less than two thousand nor more than ten million dollars.226

223 Ibid. § 836.

224 Ibid. § 838.

225 Mo. Rev. Stat. § 1319.

228 Ibid. § 1320.