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1238. Idem-Certificate to be made.

SEC. 20. If at a meeting so called, a sufficient number of votes have been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings, showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out, and signed and verified by the affidavit of the chairman and secretary of the meeting, certified to by a majority of the trustees, and filed as required by the second section of this act; and when so filed, the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.

Cited, Thompson v. Lake, 19 Nev. 112 (3 A. S. 797, 7 P. 68).

1239. Powers of trustees after dissolution.

SEC. 21. Upon the dissolution of any corporation formed under this act, the trustees at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have power and authority to sue for and recover the debts and property of the corporation, by the name of trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses.

1240. Dissolution, how effected.

SEC. 22. Any corporation formed under this act may dissolve and disincorporate itself by presenting to the district judge of the district in which the office of the company is located a petition to that effect, accompanied by a certificate of its proper officers setting forth that at a meeting of the stockholders, called for the purpose, it was decided by a vote of a majority of the stockholders to disincorporate and dissolve the incorporation. Notice of the application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for eight weeks, or if no newspaper is published in the county, by publication in the newspaper nearest thereto in the state. At the time or place appointed, or at any other time or place to which it may be postponed by the judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.

Cited, Orr W. D. Co. v. Reno W. Co., 19 Nev. 66 (6 P. 72).

1241. Removal of place of business.

SEC. 23. Any corporation desiring at any time to remove its principal place of business into some other county in the state, shall file in the office of the county clerk of such county a certified copy of its certificate of incorporation. If it is desired to remove its principal place of business to some other city, town, or locality within the same county, publication shall be made of such removal at least once a week for four weeks in the newspaper published nearest to the city, town, or locality from which the principal place of business of such corporation is desired to be removed. The formation or corporate acts of no corporation heretofore formed under this act shall be rendered invalid by reason of the fact that its principal place of business may not have been designated in its certificate of incorporation; provided, that within six months from the passage of this act such corporation shall cause publication to be made once a week for at least four weeks in the newspaper published nearest to the city, town, or locality where the principal place of business

of such corporation has in fact been located, designating the city, town or locality, and county where its principal place of business shall be located. On compliance with the provisions of this section, in the several cases herein mentioned, the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality and county in the state.

[Secs. 24 to 28, inclusive, are omitted as obsolete.]

Removal of officers, see sec. 1183.

An Act to authorize the formation of corporations for the purpose of transacting business as sureties on all bonds and undertakings required by law, and to prescribe the powers and duties of such incorporations.

1242. Power to incorporate.

Approved March 8, 1897, 61

1243. Approval and filing of certificate.
1244. Who to be stockholders-Affidavits-
Examination of stockholder-Misde-
meanor for violation.

1242. Power to incorporate.

1245. Stockholder responsible.
1246. Liabilities limited.

1247. To file articles with county recorder.
1248. Duty of district attorney.

SECTION 1. Any ten or more persons who are residents and householders in the State of Nevada may, by complying with the provisions of this act, form a company under the general incorporation laws of this state for the purpose of acting as and becoming surety on any bond or undertaking required by the laws of this state.

1243. Approval and filing of certificate.

SEC. 2. All certificates of incorporation prepared under the provisions of this act shall be submitted to the attorney-general, and if found to be in accordance with law in all respects, that officer shall certify that fact, which certificate shall be authority for the secretary of state to receive and file. such articles of incorporation in accordance with the statutes governing the formation of corporations.

1244. Who to be stockholders-Affidavits-Examination of stockholderMisdemeanor for violation.

SEC. 3. Each and every person before becoming an officer or stockholder in any company organized under this act shall justify before an officer authorized to administer oaths that he is a resident and freeholder or householder within this state and that he is worth double the par value of stock subscribed by him in said company, over and above all his debts and liabilities, in property situated within this state and which is not exempt from sale on execution. If at any time thereafter the assets of any such stockholder shall from any cause be reduced to such an extent as to render him unable to justify as above, it shall be his duty to surrender stock in said company in proportion to such reduction in his assets. If at any time any taxpayer in the state shall make complaint under oath to the district attorney of the county wherein such stockholder resides, that the provisions of this section . are being neglected, not complied with, or violated, by any such stockholder, it shall be the duty of such district attorney to cause such stockholder to be examined under oath before some justice of the peace in his county, as to the financial condition of such stockholder, and if it shall appear that such stockholder has violated the provisions of this section he shall forfeit his stock in such corporation and in addition thereto shall be deemed guilty of a misdemeanor and shall be punished by a fine of not less than one hundred dollars nor more than five hundred dollars, or by imprisonment in the county jail for a period of not less than one month nor more than six months, or by both such fine and imprisonment.

1245. Stockholder responsible.

SEC. 4. Every stockholder shall be personally responsible to the full amount of the par value of the stock held in the company.

1246. Liabilities limited.

SEC. 5. In no case shall the total amount of liabilities incurred by any company exceed the total amount of stock actually held by the members of any incorporation organized under this act.

1247. To file articles with county recorder.

SEC. 6. Each company organized under this act shall file a properly certified copy of its articles of incorporation in the office of the recorder of each county in this state in which any bond is furnished by such company, and no bond shall be accepted or approved in any county until such articles of incorporation are so filed.

1248. Duty of district attorney.

SEC. 7. It shall be the duty of any district attorney in any county in this state, whenever he may become personally aware that any of the provisions of section 3 of this act are being neglected, avoided or not complied with by any officer or stockholder of any surety company formed under the provisions of this act, to personally cause any such stockholder to be examined under oath concerning the same, before some justice of the peace as in said section 3 provided, and upon the failure of any district attorney so to do, he shall be deemed guilty of a misdemeanor in office and may be proceeded against accordingly.

An Act to provide for incorporation, operation, and management of

cooperative associations.

Approved March 16, 1901, 73.

[blocks in formation]

SECTION 1. It shall be lawful for five or more persons to form a cooperative association for the purpose of transacting any lawful business. Such associations shall not have or issue any capital stock, but shall issue membership certificates to each member thereof, and such membership certificates cannot be assigned so that the transferee thereof can by such transfer become a member of the association except by the resolution of the board of directors of the association. But by the resolution of consent of the board of directors, such certificates may be transferred, so that the transferee may become a member in lieu of the last former holder thereof.

1250. Interest equal-Qualification for membership and liability.

SEC. 2. In such association the rights and interest of all members shall be equal, and no member can have or acquire a greater interest therein than any other member has. At every election held pursuant to the by-laws each member shall be entitled to cast one vote and no more. All persons above the age of eighteen years, regardless of sex, shall be eligible to membership. if otherwise qualified and elected as the by-laws may provide; provided, that minors cannot be empowered to make contracts for the association. The by-laws shall provide for the amount of the indebtedness which such association may incur. And no member shall be responsible individually, or

personally liable, for any of the debts or liabilities of the association in excess of his proportion of such indebtedness; but in case of the failure and insolvency of such association may be required to pay any unpaid dues or installments which have before such insolvency become due from such member to the association, pursuant to its by-laws.

1251. Formation.

SEC. 3. Every association formed under this act shall prepare articles of association, in writing, which shall set forth: The name of the association, the purpose for which it is formed, the place where its principal business is to be transacted, the term for which it is to exist (not to exceed fifty years), the number of the directors thereof, and the names and residences of those selected for the first year, the amount which each member is to pay upon admission as a membership fee, and that each member signing the articles has actually paid in such sum, and that the interest and right of each member therein is to be equal. Such articles of association must be subscribed by the original associates or members, and acknowledged by each before some person competent to take an acknowledgment of a deed in this state. Such articles so subscribed and acknowledged shall be filed in the office of the secretary of state, who shall furnish a certified copy thereof, which shall be filed in the office of the county clerk of the county where the principal business of such association is to be transacted; and from the time of such filing in the office of said county clerk the association shall be complete, and shall have and exercise all the powers for which it was formed.

1252. By-laws-How adopted and amended.

SEC. 4. Every association formed under this act must, within forty days after it shall so become an association, adopt a code of by-laws for the government and management of the association, not inconsistent with this act. A majority of all the associates shall be necessary to the adoption of such by-laws, and the same must be written in a book, and subscribed by the members adopting the same; and the same cannot be amended or modified except by the vote of a majority of all the members, after notice of the proposed amendment shall be given, as the by-laws may provide. Such association may, by its code of by-laws, provide for the time, place, and manner of calling and conducting its meetings; the number of directors, the time of their election, their term of office, the mode and manner of their removal, the mode and manner of filling vacancies in the board caused by death, resignation, removal, or otherwise, and the power and authority of such directors, and how many thereof shall be necessary to the exercise of the powers of such directors, or of any officer; the number of the officers, if any, other than the directors, and their term of office, the mode of removal, and the method of filling a vacancy; the mode and manner of conducting business; the mode and manner of conducting elections, and may provide for voting by ballots forwarded by mail or otherwise; provided, the method shall secure the secrecy of the ballot; the mode and manner of succession of membership, and the qualifications of membership, and on what conditions, and when membership shall cease, and the mode and manner of expulsion or refusal of a member, subject to the right that an expelled or refused member shall have a right to have a board of arbitration consisting of three persons, one selected by the board of directors, one by the expelled or refused member and a third by the other two, appraise his interest in the association in either money, property or labor, as the director shall deem best, and to have the money, property, or labor so awarded him paid or delivered, or performed within forty days after expulsion or refusal; the amount of membership fee, and the dues, installments, or labor which each member shall be required to

pay or perform, if any, and the manner of collection or enforcement, and for forfeiting or selling of membership interest for nonpayment or nonperformance; the method, time, and manner of permitting the withdrawal of a member, if at all, and how his interest shall be ascertained, either in money or property, and within what time the same shall be paid or delivered to such member; the mode and manner of ascertaining the interest of a member at his death, if his legal representatives or none of them desire to succeed to the membership, and whether the same shall be paid to his legal representatives in money, or property, or labor, and within what time the same shall be paid, or delivered, or performed; provided, that such withdrawing member, or legal representative of deceased member, has the right of a board of arbitration the same as provided for refused members; such other things as may be proper to carry out the purpose for which the association was formed.

1253. By-laws recorded and filed.

SEC. 5. The by-laws and all amendments must be recorded in a book and kept in the office of the association, and a copy certified by the directors, must be filed in the office of the county clerk, where the principal business is transacted.

1254. Property subject to execution.

SEC. 6. The property of such association shall be subject to judgment and execution for the lawful debts of the association. The interest of a member in such association, if sold upon execution, or any judicial or governmental order whatever, cannot authorize the purchaser to have any right, except to succeed, as a member in the association, with the consent of the directors, to the rights of the member whose interest is thus sold. If the directors shall choose to pay or settle the matter, as provided in case of refused members, after such sale, they may either cancel the membership, and add the interest thus sold to the assets or common property of the association, or reissue the share or right to a new member upon proper payment therefor, as the directors may determine.

1255. Purposes may be changed or modified.

SEC. 7. The purpose of the business may be altered, changed, modified, enlarged or diminished, or the articles of association amended, by a vote of two-thirds of all the members, at a special election to be called for such purpose, of which notice must be given the same as the by-laws shall provide for election of directors. Upon amendment of its articles of association, a copy of its amended articles as amended, shall be duly filed with the secretary of state, and a certified copy filed with the county clerk.

1256. Profits, how divided.

SEC. 8. The by-laws shall provide for the time and manner in which profits shall be divided between the members, and what proportion of the profits, if any, shall be added to the common property or funds of the association. But the by-laws may provide that the directors may suspend or pass the payment of any such profit, or installment of earnings, at their discretion. 1257. Powers.

SEC. 9. Every association formed under this act shall have power of succession by its associate name for fifty years; to, in such name, sue and be sued in any court; to make and use a common seal, and alter the same at pleasure; to receive by gift, devise, or purchase, hold, and convey real and

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