When corporators deem à body corporate, etc. ual succession; 34. When the articles shall have been filed and recorded as aforesaid, the persons named as corporators therein, shall thereupon become and be deemed a body corporate, and shall be authorized to proceed to carry into effect the To have perpet-object set forth in such articles, in accordance with the may sue and be provisions of this chapter. As such body corporate, they sued, etc. shall have perpetual succession, and in their corporate Have a common name may sue and be sued, plead and be impleaded. The Declare interest said corporation shall have and use a common seal, which it may alter at pleasure; may declare the interest of its stockholders transferrable; shall establish by-laws and make all rules and regulations deemed necessary for the Effect of certi- management of its affairs in accordance with law. A copy of any articles of incorporation filed and recorded in purby secretary of suance of this chapter, or of the record thereof, and cer seal, etc. on etc. By-laws, etc. fied copy of incorporation, state, as evi dence. If articles of incorporation, after rec rdation in county and before recorda. tion in office of secretary of state, be lost, etc. or changed; what then. tified to be a copy by the secretary of state, shall be presumptive evidence of the incorporation of such company, and of the facts therein stated. If said articles of incorporation, after having been recorded in any county, and before being recorded in the office of the secretary of state, be lost or destroyed, or be changed from what it originally was, a copy thereof from the record in any such county, duly certified by the clerk of the county court of such county, may be recorded in another county, and filed and recorded in the office of the secretary of state, and the same when Force and effect so recorded shall have the like force and effect, as the Affidavit of loss, original when so recorded. But before any such copy shall be recorded, an affidavit of the loss, destruction or change of the original must be appended thereto, which shall also be recorded with said copy. This section shall apply as well to the recording of any such copy heretofore, as to one hereafter recorded, but this provision shall not affect any suit now pending, or which may hereafter be brought, in which the validity of any such corporation or its organization shall come in question. thereof. etc. in such cases. To what copies to apply. suit now pend ing, etc. Copy of by laws to be recorded; By-Laws Where Recorded. 35. A copy of the by-laws of such corporation, when how and where. formed and adopted by the stockholders, duly certified, shall be recorded as provided for the recording of the articles of association in section thirty-three of this chapter. And all amendments and additions thereto, duly certified, shall also be recorded as herein provided, within ninety thereto, when. days after the adoption thereof. Also, amendments and additions First meeting; when and where. First Meeting of Corporators, &c.—One Office to be Kept in this State, and What Books and Exhibits to be Kept Therein—Annual Meeting of Stockholders. 36. Every railroad corporation organized under the provisions of this chapter, shall hold its first meeting in this state at such time and place as may be designated by the meeting, and of business, Must have an Exhibit of corporators thereof, and all subsequent meetings at such Subsequent meetings; when place or places, in or out of this state, as the directors and where may from time to time appoint; and the stockholders of every such corporation shall have authority at their first meeting, or any subsequent meeting, to fix and determine To fix time and the place of meeting (in or out of this state) of the direc- place of annual tors, the time and place of the annual meeting of the principal place stockholders, and the principal office or place of business when. of said corporation; Provided, however, That such corpor-office in this ation shall have and maintain an office or place in this state. state for the transaction of its business; where an exhibit transfers of of the transfers of all its stocks shall be kept, and in stocks to be which shall be kept, for the inspection of any officer or Stock books; stockholder, books wherein shall be recorded the amount of capital stock subscribed, and by whom; the names of the owners of its stock; the number of shares held by each person, and the amounts owned by them respectively; the amount of stock paid in and by whom; the transfers of said stock; the amount of its assets and liabilities, and the names and places of residence of all its officers. Appointment of Agent to Accept Service of Process, etc.; Penalty for Neglect kep; when. what to contain. agent to accept ney filed and same. 37. Every such corporation shall, within one hundred Appointment of days after organizing, by power of attorney duly executed, service of proappoint some person residing in the county in this state cess, etc. wherein it has the office mentioned in the next preceding section, to accept service on behalf of said corporation of Where such any process or notice; the said power of attorney shall be powers of attor filed and recorded in the office of the clerk of the county recorded. court of the county in which the attorney resides, and the Effect of admission to record of such power of attorney shall be recordation of deemed evidence of a compliance with the requirments of this section. And whether such agent accept the agency Service of or not, the service of process upon such person so appoint- on such agent, ed shall be legal and binding on the corporation. Any legal, whether such corporation failing to comply with such requirments, or not. shall, during the continuance of such failure, forfeit not less than five hundred nor more than one thousand dollars particular. for every six months that such failure continues; and its How recovered. property, real and personal, shall be liable to attachment in like manner as the property of non-resident defendants. Election of Directors, etc. process etc. accepts agency Forfeiture for failure in this 38. At the regular annual meeting of the stockholders Election of of such corporation, there shall be elected a board of direc. directors; when; tors thereof, consisting of not less than five nor more than How many. thirteen of the stockholders of said corporation, a majority Quorum. of whom, unless otherwise provided in the by-laws, shall constitute a quorum for the transaction of business; and When directors ing. Powers of board all the corporate powers of such corporation shall be vestof directors. ed in, and exercised by said board of directors. If for may be elected any cause an election for directors shall not be made at at special meet- the proper time, such election may be made at a special meeting of the stockholders called in pursuance of the next section. The number of such directors, the manner directors; how of their election and removal from office, and the mode of mode of filling filling vacancies in the board shall be prescribed by the When by-laws by-laws, and shall not be changed, except at the annual may be changed. meeting of the stockholders. By-laws to fix number of elected and vacancies Special meeting of stockholders; how called. Special Meeting of Stockholders, etc. 39. A special meeting of the stockholders of such corporation may be called at any time during the interval between the annual meetings by a majority of the directors, or by the stockholders owning not less than oneNotice required. fourth of the stock, by giving thirty days' public notice of the time and place of such meeting, in some newspaper of general circulation, published near the principal office or place of business of the corporation, and in at least two other newspapers published in the vicinity of the line of the proposed railroad in this state; Provided, That if at any such special meeting so called, a majority in value of the stock equal to two-thirds of the stock of such corporation shall not be represented in person or by proxy, such meeting shall be adjourned from day to day, not exceeding ten days, without transacting any business; and if, within ten days, two-thirds in value of such stock shall not be represented at such meeting, then the meeting shall be adjourned, and a new call may be given and notified as herein provided. A majority of the value of the stock must be two-third of represented at such special meeting. Regular annual meeting; presi full statement, etc. Regular Meetings-Statements-Interest. 40. At the regular annual meeting of the stockholders dent and direc of any such corporation organized under the provisions tors to exhibit of this chapter, it shall be the duty of the president and directors to exhibit a full, distinct, and accurate statement of the affairs of the said corporation; and, at any meeting of the stockholders, a majority of those present in person or by proxy, may require similar statements from the president and directors, whose duty it shall be to furStockholders, at nish such statements, when required, in manner aforesaid, and at all general meetings of the stockholders a majority in value of the stock of any corporation may fix the rates of interest which shall be paid by the corporation for loans for the construction of such railroad and its appendSteck holders to ages, and the amount of such loans. All stockholders have access to shall, at reasonable hours, have access to, and may examine, all the books, records and papers of such corporation. general meetings, may fix rale of interest to be paid for loans. books of corporation Corporation not to be Dissolved for Failure to Elect Directors -When. not to be dis 41. Such corporations shall not be dissolved by reason Corporations of a failure to elect directors on the day designated by the solved by failby-laws, if within six months thereafter such election be ure to elect dimade as provided for in the thirty-eighth section of this chapter. Election and Appointment of President and Other Officers, etc. rec.ors. 42. There shall be a president of such corporation, who Election and shall be chosen by and from the board of directors, and president and appointment of such other subordinate officers as such corporation, by its other othcers. by-laws, may designate, who may be elected or appointed, and shall perform such duties, and be required to give May be required such security for the faithful performance thereof, as such to give security corporation, by its by-laws, shall require; Provided, That of duties. it shall require a majority of the directors to elect or ap- Majority of point any officer and fix his compensation. Payment of Stock-How Enforced-Sale for Non-Pay ment, etc. for performance directors required to elect any officer etc. stock. 43. The directors of such corporation may require the Payment of subscribers to the capital stock thereof to pay the amount by them respectively subscribed, in such manner and in such installments, as they may deem proper. stockholder shall neglect to pay any installment, as quired by a resolution or order of such board of directors, If any the said board shall be authorized to declare such stock How enforced. and all previous payments thereon, forfeited for the use of the corporation; but the said board of directors shall not declare such stock so forfeited, until they shall have caused a notice, in writing, to be served on such stockholders Notice to be given. personally, or by depositing the same in a postoffice, properly addressed to the postoffice address of such stockholder, or if he be dead, to his legal representatives, with necessary postage for its transmittal properly prepaid, stating therein that, in accordance with such resolution or order, he is requested to make such payment, at a time and place, and in the manner to be specified in such notice; and that if he fails to make the same in the manner requested, his stock and all previous payments thereon, shall be forfeited. for the use of such corporation; and thereafter such corporation, should default of payment be made, may seli the sale for ronsame, and issue new certificates of stock therefor; Pro- payment. vided, That the notice as aforesaid, shall be personally served or duly deposited, as herein required, at least sixty days previous to the day on which such payment is required to be made, Company Funds. Stock deemed 44. The stock of such corporation shall be deemed per- personal propsonal property, and shall be transferable in the manner transferable. erty; row 30 Acts. How capital stock increased. Notice to bo given; how served. lication. What to be stated in notice. prescribed by the by-laws of such corporation. But no shares shall be transferable until all previous calls thereon shall have been paid. 45. In case the capital stock of any such corporation shall be found insufficient for constructing and operating its railroad, such corporation may, with the concurrence How sanctioned. of two-thirds in value of all its stock, increase its capital stock from time to time to any amount required for the purpose aforesaid. Such increase shall be sanctioned by a vote, in person, or by proxy, of two-thirds in amount of all the stock of such corporation, at a meeting of such stockholders, called by a majority of the directors of the corporation for such purpose, by giving notice, in writing, to cach stockholder, to be served personally, or by depositing the same in a postoffice, directed to the postoffice address of each of said stockholders severally, with necessary postage for the transmittal of the same prepaid, at Notice by pub- least sixty days prior to the day appointed for such meeting, and by advertising the same in some newspaper of general circulation, published near the principal office or place of business of the corporation, and in at least two like newspapers published in the vicinity of the line of said railroad within this state, at least sixty days prior to the day appointed for such meeting. Such notice shall state the time and place of such meeting, the object thereof, and the amount to which it is proposed to increase such capital stock. And at such meeting, the corporate stock of such corporation may be so increased, by a vote of two-thirds in amount of the corporate stock of such corporation, to an amount not exceeding the amount mentioned in the notice so given. Should the directors of any such corporation desire at any time to call a special called by direc- meeting of the stockholders for any other necessary purpose, the same may be done in the manner in this section provided; and if such meeting be attended by the owners of two-thirds in amount of the stock, in person or by may be done at proxy, any other necessary business of such corporation such special may be transacted, except the altering, or mending, or adding to the by-laws of such corporation; Provided, Such business shall have been specified in the notices given. Proceedings of And the proceedings of any such meeting shall be entered to be entered on on the journal of such corporation. Every order or resolution increasing the capital stock of any such corporation, shall be duly recorded as required in section thirty-three of this chapter. How special meeting of stockholders tors. What business meeting; exception. special meeting journal. Personal lia bility of stockholders. Personal Liability of Stockholders. 46. No person holding stock in any such corporation as executor, administrator, guardian or trustee, and no person holding such stock as collateral security shall be personally subject to any liability as stockholder of such |