or other debts due, or other demands which now are or hereafter may be owing to them, in like manner as they might sue for and recover the same from any indifferent person who might be a member, any law, usage, or custom to the contrary notwithstanding.

SEC. 139. [Liability of stockholders.]—If any corporation fail to comply, substantially, with the provisions of this subdivision, in relation to giving notice, and other requisitions of organization, the property of all the stockholders shall be liable for the corporate debts.

SEC. 140. [Deception as to means-Penalties.]-If any deception be practiced by any corporation upon the public or individuals, in relation to its means or liabilities, all those engaged in such deception shall be liable to a fine not exceeding five hundred dollars; and any person injured by such deception, may recover double the amount of damages he may have sustained by reason of the same, in any court having jurisdiction of the amount claimed.

SEC. 141. [Insolvent corporation.]-A division of the funds of a corporation, for other purposes than those mentioned in the act granting the charter and the payment of dividends, which have insufficient funds to meet the liabilities of the corporation, shall be deemed a violation of the provisions of this subdivision, and subject those engaged therein to the penalties herein prescribed.

SEC. 142. [Forfeiture.]-Any violation of the provisions of this subdivision. shall cause a forfeiture of all the privileges conferred by the same, and the court may proceed to close the affairs of the corporation, by an information for that purpose.

SEC. 143. [Closing business.]-Corporations whose charters expire by their own limitation, or by the voluntary acts of the stockholders, may continue to act for the purpose of closing their business, but for no other purpose.

SEC. 144. [Want of legal organization, no defense.]-No body of men acting as a corporation under the provisions of this subdivision, shall be permitted to set up the want of legal organization as a defense to any action brought against them, as a corporation; nor shall any person sued on a contract made with such corporation, or for an injury to the property of such corporation, be permitted to set up the want of legal organization in defense of such action.

HOMESTEAD ASSOCIATIONS.

SEC. 145. [How formed.]—Any number of persons not less than five may associate themselves together and become a corporation as provided in chapter twenty-five of the revised statutes, commencing at section 123 of said chapter, under the title of "Corporations" for the purpose of raising moneys to be loaned among the members of such corporation, for use in buying lots or houses, or in building or repairing or removing incumbrances from houses; and such corporation shall be authorized and empowered to levy, assess, and collect from its members such sums of money, by rates of stated dues, fines, interest on loans advanced, and premiums bid by members for the right of precedence in taking loans, as the corporation, by its by-laws, shall adopt; also, to acquire, hold, encumber, and convey all such real estate and personal property as may be legitimately pledged to it on such loans, or may otherwise be transferred to it in the due course of its business; Provided, That the dues, fines, and premiums so paid by members of such corporation, although in excess of twelve per cent. per annum, on loans taken by them, shall not be construed to make the loans so taken usurious; And provided, also, That no person shall hold more than ten shares in any such association, in his own right, each share not to exceed two hundred dollars. [G. S. § 1, 207.] SEC. 146. [Liability of stockholders.]—All stockholders of any such as

assessments levied on his shares, unless there is a clear provision to proceed with a less subscription, or a waiver of the condition precedent. 5 Neb. 74. See also Const., art. XI, "Miscellaneous Corporations," sec. 4, ante p. 34. SEC. 139. See note to sec. 112.

SECS. 145-148. "An act to enable associations of persons for raising funds to be loaned among their members for building them homesteads and other purposes, to become bodies corporate." G. S. 207. Took effect Feb. 18, 1873.

SEC. 146. Such associations have no authority to charge and receive interest on loans made, to exceed the maximum rate allowed by law, and all loan contracts made in excess of such rate are usurious. 7 Neb. 177, 181.

sociation shall be deemed and held liable to any amount equal to their stock subscribed, or by them at any time held in addition to said stock, for the purpose of securing the creditors of said association. [Id. § 2.]

SEC. 147. [Loans heretofore made.]-All contracts and loans made by any corporation or association already formed and now in existence in this state, under and by virtue of said chapter twenty-five of the revised statutes, to and with any member of said corporation or association, and not inconsistent with the laws of this state, nor anything in this act contained, are hereby declared to be legal and binding contracts between said corporation or association and the members thereof so contracting; and the securities given by said members upon said contract or loan, to said corporation or association for the security of any loan, fine, or forfeiture, according to the terms and conditions of said security or contract therein referred to, and not inconsistent with any law of this state or in this act contained, is hereby declared to be a legal, valid, and binding security, and contract in law in the hands of said corporation or association and with the party making the same, notwithstanding a greater rate of interest than twelve per cent. per annum may have been contracted for or reserved in said contract. [Id. § 3.]

SEC. 148. [Usury.]-That in all corporations or associations now formed and in existence in this state, and doing business in this state, which said corporation or association have made loans to any of its members and taken securities therefor in pursuance of their constitution and by-laws, that any payment made after the passage of this act, by any member of said corporation or association, of any dues, forfeitures, or fines which may be due to said corporation or association according to the terms of the contract between said corporation or association and said member to said corporation or association, shall be deemed in law a waiver of anything in said contract or loan that might be deemed usurious in the same under the laws of this state at the time the same was made and securities given, and a ratification of said loan or contract, and of its present and future legality between said parties, as now existing under and by virtue of this act. [Id. § 4.j

CHARITABLE SOCIETIES.

SEC. 149. [How formed.]-That three or more persons who may desire to become incorporated for any charitable purpose, may execute, under their hands, and acknowledge before some person within the state, authorized to take the acknowledgment of deeds, one or more duplicate articles of agreement as hereinafter specified, one copy whereof shall be filed and recorded in the office of the secretary of state. And a record shall be made of such articles, or of a certified copy thereof in the clerk's office of the county or counties in this state, in which the office of such association for the transaction of business may be located; and upon the execution and acknowledgment of such articles, the signers thereof, and those who may hereafter become associated with them, shall become a body politic and corporate, for the purposes set forth in said articles. Charitable societies within the meaning of this act, shall be construed to include only societies intended to assist those suffering from any disease, infirmity or necessity; Provided, however, That no person shall, by reason of membership in any such society, become entitled thereby to any special dividend or benefit out of the funds thereof, depending on such membership. [G. S. § 1, 209.]

SEC. 150. [Articles of association.]-The articles of association shall contain: First. The names of the persons associating in the first instance, and their places of residence. Second. The name of such corporation and the place where its office for the transaction of business is located, and the period for which it is incorporated, not exceeding thirty years. Third. The object for which it was organized, which shall be stated with convenient certainty and expressly. Fourth. The number of its trustees and regular officers, and the time and place of holding its annual meeting. Fifth. The terms and conditions of membership. [Id. § 2.]

SEC. 147. The act has no retroactive operation. 7 Neb. 180.

SECS. 149-154. "An act for the incorporation of Charitable Societies." G. S. 209. Took effect Feb. 25, 1873.

SEC. 151. [Trustees.]-The affairs of such corporations shall be managed by not less than five, nor more than twenty trustees, to be chosen by the members thereof, and to hold office for one year and until their successors be chosen. And the regular officers thereof, except the treasurer and secretary, shall be chosen from such trustees. The officers may be chosen by the trustees or by the members of such corporation, as the articles shall prescribe. The by-laws of such corporation shall be adopted by the trustees, who may change them at their pleasure. All such trustees shall be citizens of the United States, and residents of the state of Nebraska. A majority of the trustees shall be a quorum to transact business. [Id. § 3.]

SEC. 152. [Real estate.]-No such corporation shall have power to take or hold any real estate, except such as may be necessary for any hospital or asylum under its control, or for the transaction of its business, for a longer period than ten years. [Id. § 4.]

SEC. 153. [Funds how invested.]-All the funds received by any such corporation shall be used in the first instance, or shall be invested, and the income thereof used (after paying the necessary expenses,) for the exclusive purpose set forth in the articles of association, and no portion thereof shall be used for any such purpose, except within this state, and no portion of the funds of any such corporation shall be used or contributed towards the erection, completion or furnishing of any building not owned or used by such corporation. Such corporation may take by gift, purchase, or devise, property to an amount not exceeding one hundred thousand dollars, and it shall be lawful to invest the same upon mortgage, or in, or by loan on railroad stocks or bonds, or any city, county, state or government securities; but no loan shall be made to any trustee or officer of such corporation; Provided, That any such corporation may, in its articles of agreement, specify the kind of securities in which its funds shall be invested, and that no part of its funds shall be invested in any other securities than those named in its articles, or where the securities shall not be specified in the articles of agreement, then such funds shall only be invested in such securities as are specified in this act. [Id. § 5.1

SEC. 154. [Report of affairs.]-Any corporation formed under this act shall, whenever required by the attorney general, or by the legislature, report a full statement of its affairs under the oath of at least two of its trustees, and for any neglect to furnish such report when required, all of the trustees so neglecting shall be liable to a penalty of fifty dollars each, to be recovered by action of debt ir. the name of the people of Nebraska. [Id. § 6.]

ASSOCIATIONS OF PROFESSIONS.

SEC. 155. [How incorporated.]-All associations of members of the professions of law, medicine or divinity now existing, or which may hereafter be formed, may become incorporated and have all the powers, rights, duties and liabilities of corporations for the attainment of their respective objects, by filing in the office of the secretary of state a copy of their constitution and by-laws duly attested by their president or presiding officer and countersigned by their secretary. [1877 § 1, 119.]

SEC. 156. [Executive council.]-All such associations shall upon their organization elect an executive council of not less than three nor more than six persons, who, together with the president and secretary of such association, shall constitute the trustees or directors, and perform the duties and have the powers defined in sections forty-two and forty-four of chapter eleven entitled "Corporations." [Id. § 2.]

SEC. 157. [Seal.]-Such associations may have and use a seal with such devices as may be proper, and change the same at pleasure. [Id. § 3.]

CANALS.

SEC. 158. [Right of way, how acquired.]-Any corporation organized

SECS. 155-157. "An act to enable associations of the learned professions to become bodies corporate." Laws 1877, 119. Took effect June 1, 1877.

under the laws of this state for the purpose of constructing and operating canals for irrigating, or water-power purposes, or both, may acquire right of way over or upon any lands for the necessary construction of such canal, including dams, reservoirs, and all necessary adjuncts to said canal, in the same manner as railroad corporations may now acquire right of way for the construction of railroads, and the provisions of law applicable to acquiring right of way by railroad corporations are hereby declared to be applicable to corporations for the construction of canals for irrigation or water-power purposes, or both. [1877 § 1, 168.]

SEC. 159. [Works of internal improvement.]-Canals constructed for irrigating or water-power purposes, or both, are hereby declared to be works of internal improvement, and all laws applicable to works of internal improvement are hereby declared to be applicable to such canals. [Id. § 2.]

UNIVERSITIES.

SEC. 160. [How incorporated.]-Whenever any person or persons shall have become possessed of funds, securities and property of the value of one hundred thousand dollars or more, for the purpose of an institution of learning of the rank and grade of a college or university, it shall be competent for him or them to present to the judge of the district court of the county in which such institu tion is, or is proposed to be situated, a petition setting forth the fact, and such circumstances as may be pertinent, praying the appointment of one or more commissioners to examine into the truth thereof; and thereupon it shall be the duty of the said judge to appoint a commissioner or commissioners for the purpose aforesaid. The person or persons so appointed shall be, by said judge, sworn to full inquiry and true report make of the matters given to him or them in charge, and the said oath, duly subscribed by the parties and certified by the said judge, shall be filed in the office of the clerk of said county. The said commissioner or commissioners shall thereupon personally examine the property, funds and se curities alleged to be set apart for the purpose aforesaid, and shall appraise the same and report the facts thus ascertained to the said judge. If, from the said report, it shall appear to the said judge that the sum of one hundred thousand dollars in property, funds, and securities of that value have been set apart for the purpose aforesaid, so as to be irrevocably and inviolably appropriate thereto, the said judge shall indorse the said report with an order approving the same, and directing that the same be filed in the office of the said county clerk, together with the petition aforesaid, and other papers presented to him in the same matter, which petition, report, order, and papers, shall be recorded by the said clerk in the book of incorporations to be kept in his office. [1879 § 1, 189.]

SEC. 161. [Trustees.]-Whereupon, the person or persons possessed of the said funds, securities, and properties, may, under his or their hands, appoint five or more persons to be trustees of the said institution who shall thereupon be come a body politic and corporate under a name and style to be named, designat ed, and appointed for the purpose by the aforesaid person or persons in the said writing appointing the said trustees, which paper writing of appointment shall be filed and recorded in the book of incorporations in the office of the said county clerk, and the said trustees, under the name and style so named, designated, and appointed, may sue and be sued, plead and be impleaded in all courts of law and equity; have a common seal, and the same alter, break, and renew at pleasure, and hold all kinds of estate, real and personal, and mixed, which they may acquire by purchase, donation, devise, or otherwise necessary to accomplish the purpose of the corporation, and the same to dispose of and convey at pleasure. And a certified copy of the said paper writing, appointing said trustees, and naming, designating and appointing the name and style of such corporation, shall be

SEC. 158. "An act to enable corporations formed for the construction and operation of canals for irrigation and other purposes, to acquire right of way, and to declare such canals works of internal improvement." Laws 1877, 168. Took effect June 1, 1877.

SEC. 160-2. "An act to provide for the incorporation of universities under certain circumstances," Laws 1879, 189. Took effect June 1, 1879.

prima facie evidence in all courts and before all officers, boards, commissioners and tribunals of the due incorporation of such body politic and corporate. [Id. § 2.] SEC. 162. [Powers of trustees.]-The said board of trustees shall have power to fill all vacancies in their number, to make rules, regulations and by-laws for the government of their board and of the institution; to appoint a president, professors, tutors, and teachers, and any other necessary officers and agents, and fix the compensation of each; to erect within, and as departments of said institution, such schools and colleges of the arts and sciences and professions as to them may seem proper, and to confer such academic degrees and honors as are conferred by colleges and universities of the United States. [Id. § 3.]

CORPORATIONS FORMED BY SPECIAL ACTS.

SEC. 163. [Reorganization.]—The Nebraska university, an incorporation formed under a special act of the legislature of the territory of Nebraska, approved, July 25, 1858, and amended by an act approved, October 25, 1858, and all other incorporations formed under the special acts of the legislature of the territory of Nebraska, previous to the approval of the general incorporation law, may be and are hereby empowered through their trustees, to reorganize under the general incorporation law of this state. [1871 § 1, 106.]

SEC. 164. [Power of trustees.]-The trustees of any incorporation reorganized according to section one of this act, shall be, and are hereby empowered to act as successors of such former trustees, and to have and to hold, and to take legal possession of all franchises, rights, privileges and estates, of said special incorporation against all persons whatsoever, and for the interest and purposes of the original incorporation, and for no other purposes whatever. [Id. § 2.]

MASONS, ODD FELLOWS AND GOOD TEMPLARS.

SEC. 165. [Incorporation.]—That all organizations known as the subordinate lodges of the order of Ancient Free and Accepted Masons, and all organizations known as subordinate lodges of the Independent Order of Odd Fellows, and also, all orders known as Good Templars Lodges, which have been or may hereafter be regularly chartered by the respective grand lodges of the said several orders in the state of Nebraska, be and they are hereby incorporated, and shall be hereafter entitled to all the privileges incident to bodies corporate, so long as they retain their respective organizations and charters aforesaid. [1869 § 1, 64.]

SEC. 166. [Title and powers.]-All such subordinate lodges of Masons, Odd Fellows, and Good Templars, shall be known by the name and title designated in their several respective charters, as issued by the said grand lodges, by which name they shall be capable of suing and being sued, pleading and being impleaded in the several courts of this state the same as natural persons, and shall have power to hold and convey real estate and personal property, and do any and all other things usually done by corporations. [Id. § 2.]

CHAPTER 17.-COUNTIES, COUNTY BOUNDARIES AND COUNTY SEATS.

ARTICLE I.-BOUNDARIES.

SECTION 1. That the counties hereinafter named shall be bounded by boundary lines as set forth in this act. [G. S. § 1. 212.]

SEC. 2. [Adams.]-The county of Adams is bounded as follows: Commenc

SEC. 163-4. "An act to provide for the reorganizing under the general law of incorporations, of all incorporations heretofore formed under special acts." Laws 1871, 106. Took effect Mar. 17, 1871.

SEC. 165-6. "An act incorporating subordinate lodges of Masons, Odd Fellows and Good Templars." Laws 1869, 64. Took effect Feb. 9, 1869.

*NOTE.-ART. I. "An act defining the boundaries of certain counties." G. S. 212. Took effect Mar. 3, 1873. Secs. 12-13 of "An act to correct clerical errors in and to amend an act entitled 'An act defining the boundaries of certain counties' " [Gen. Stat. 225, 226,] are re-enacted by act of 1879, p. 353, secs. 2 and 3, chap. 18, p. 175. NOTE, also, that at the 10th session of the legislature called to correct errors in the county boundaries act of the 9th session, two acts were passed for the purposes set forth in their titles which were: 1. "An act to extend the time for making assessments in newly organized counties, and in portions of the state affected by changes in county boundaries by an act entitled 'An act defining the boundaries of certain counties.' Approved March 3, 1873. 2. "An act to make valid and legalize the acts of public officers acting in good faith, and to prevent the failure of justice, or the abatement of actions commenced, owing to any change in county boundaries by an act entitled 'An act defining the boundaries of certain counties,' approved March 3, 1873." These acts [Gen. Stat. 226, 227] are omitted from this volume.