powers "except such incidental powers as shall be necessary to the exercise of the powers so given." 314 844. North Dakota. Three or more persons may associate 315 to form a corporation for any purpose for which individuals may lawfully associate themselves.316 The articles of incorporation must set forth: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place where its principal business is to be transacted. 4. The term for which it is to exist. 5. The number of its directors or trustees and the names and residences of those who are to serve until their successors are elected and qualified. 6. If there is a capital stock, its amount and the number of shares into which it is divided.317 The articles múst be subscribed by three or more persons, one-third of whom must be residents of this State, and acknowledged by each before some officer authorized to take acknowledgments of conveyances of real property.318 Upon the filing of the articles of incorporation with the Secretary of State he shall issue to the corporation over the great seal of the State a certificate that the articles containing the required statement of facts have been filed in his office, and thereupon the persons signing the articles, and their associates and successors, shall be a body politic and corporate by the name and for the purposes stated in said articles.319 The ordinary powers are enumerated and granted, and no corporation is allowed to possess any powers not expressly granted "except such as are necessary to the exercise of the powers enumerated and given." 320 314 Ibid. § 4. 315 N. Dak. Rev. Code, § 2858. 310 Ibid. 2856. 317 Ibid. § 2861. 318 Ibid. 2864. 319 Ibid. § 2868. 320 Ibid. § 2882. Amendments may be made by a two-thirds vote, the change being filed like the original articles. 321 A book containing the name and address of every stockholder is open to the inspection of every stockholder and creditor.322 $ 45. Ohio. Five or more persons, a majority of them citizens of the State, may sign and acknowledge articles of incorporation, containing the name of the corporation, which shall begin with the word "The" and end with the word "Company," its location and purpose, the amount of its capital stock and the number of shares.323 Corporations may be formed "for any purpose for which individuals may lawfully associate themselves, except for carrying on professional business;" but a corporation formed for buying and selling real estate shall last but twenty-five years. 324 The articles shall be filed with the Secretary of State; but he shall not file articles "in which the name of the corporation is the same as one already adopted or appropriated by an existing corporation of this State or so similar to the name of such existing corporation as to be likely to mislead the public, unless the written consent of such prior existing corporation, signed by its president and secretary, be at the same time filed with such articles of incorporation." 325 Amendments may be made by a three-fifths vote of the stockholders, filed like the original certificate.326 The corporate existence begins when the articles are filed.327 An annual statement of condition is furnished to the stockholders which contains the names and addresses of each stockholder 328 846. Oklahoma. "Private corporations can be formed by the voluntary association of three or more persons, upon complying with the provisions of this chapter, for the following purposes, namely: Mining, manufacturing and other industrial pursuits, the construction or operation of railroads, wagon roads, electric street railways, electric light power, or gas plants, waterworks, irrigating ditches, for colleges, seminaries, churches, libraries, benevolent, charitable and scientific associations, for conducting the business of insurance, banks of discount and deposit (but not of issue) and for loan, trust and guarantee associations. Provided, however, That no insurance company shall be incorporated under the provisions of this act, except by the voluntary association of seven or more persons." 320 Articles of incorporation must be prepared containing the name, purpose, location, and term of duration of the corporation, number of directors with the names and addresses of those which are to serve first, and their qualifications; and the amount of capital stock and number of shares.330 The articles must be subscribed by three or more persons, one-third of them residents of the Territory; 331 they are then filed with the Secretary of the Territory, and he issues a certificate of incorporation; whereupon corporate existence begins. 332 Corporations are given the ordinary express and implied powers. 333 A stock book is kept, showing the name and address of every stockholder; and this is open to the inspection of every member and creditor.334 § 47. Oregon. Three or more persons may be incorporated "for the purpose of engaging in any lawful enterprise, business, pursuit or occupation. "335 They sign and acknowledge articles, which they file with the Secretary of State and with the clerk of the county where the business is to be carried on.336 The articles shall state the name assumed by the corporation, the duration, the enterprise, business, pursuit, or occupation thereof, the location of its principal office, the amount of capital stock and of each share of stock. 337 The corporate existence begins when the articles are filed, and the ordinary powers are granted. 338 "Whenever there shall be presented to the Secretary of State for filing any articles of incorporation in which the name assumed by the proposed corporation shall appear to said Secretary of State to resemble the name of a corporation previously formed under the laws of this state so closely as to be likely to cause confusion, then the Secretary of State may require, before filing such articles, that the name of the proposed corporation shall be so changed as to avoid such confusion." 339 A stock-book is kept, in which the names of the original shareholders, the amounts due thereon, and all transfers appear; and this book is subject to the inspection "of any person interested therein and applying therefor." 340 48. Pennsylvania. Three or more persons may form a corporation, of whom two or more must sign the charter, one of them at least being a citizen of Pennsylvania.341 The purposes for which the corporation may be formed are minutely enumerated; the statute among others naming the following: 342 The transaction 335 Or. Misc. L. § 3217. 338 Ibid. §3218. 337 Ibid. 3220. 333 Ibid. § 3221. 339 Or. 1903, p. 41, § 2. 340 Or. Misc. L. § 3228. 341 Pa. P. L. 1901, p. 326. of any business in which electricity, over or through wires, may be applied to any useful purpose; 343 the supply of water 344 and ice; 345 the manufacture and supply of gas or supply of light, heat or power, by electricity or other means; 346 the transaction of a printing or publishing business, the creating, purchasing, holding and selling patent rights and copyrights; 347 "for the purchase and sale of real estate, or for holding, leasing, or selling real estate, for maintaining or erecting walls or banks for the protection of low-lying lands, and for safe-deposit companies, and for buying, selling, vending or dealing in any kind or kinds of goods, wares and merchandise at wholesale;" 348 the manufacture of iron, steel or other metal, or wood, or works of ornament and art, and the buying and selling of such articles; 349 carrying on of any mechanical, mining, quarrying or manufacturing business, grain elevators, storage houses, water power, log-drives, petroleum pipe-line companies, and "companies for the transaction of any lawful business not otherwise specifically provided for by act of Assembly;" provided no corporation under this last amendment shall be chartered with authority to transact more than one kind of business, which must be set forth in the charter 350 The charter must set out the name, purpose, location and term of the corporation, names and addresses of subscribers and number of shares of each, number of directors and names and addresses of those for the first year, and amount of capital stock and par value of the shares. Ten per cent. of the capital stock must be paid in. Notice of intention to apply for incorporation is published for three weeks in a newspaper, the 343 As amended, P. L. 1885, p. 164. 344 As amended, P. L. 1887, p. 186. 345 As amended, P. L. 1895, p. 253. 346 As amended, P. L. 1889, p. 136. 347 As amended, P. L. 1889, p. 241. 348 As amended, P. L. 1895, p. 295. 349 As amended, P. L. 1893, p. 287. 350 As amended, P. L. 1901, p. 624. |