24. Company may order issues of stock until limit is reached. Capital may be increased.

Every such company may, at any meeting called for that purpose, increase its capital stock and the number of shares therein, until it shall reach the amount named in the original certificate; and in case more capital is necessary an additional certificate shall be filed, under the hands and seals of two-thirds in interest of the stockholders, or their legal representatives, stating the amount of such additional capital required, which shall be proved or acknowledged and recorded in the manner heretofore provided for in this act; provided, that for all stock issued under such supplemental certificates such company, its directors and stockholders, shall be entitled to all the benefits and subject to all the liabilities contained in this act. (f)

25. Common and preferred stock.

[This section is given as amended by the supplement of May 9th, 1889. P. L., p. 412.]

Any company shall have power to create and issue certificates of two kinds of stock, namely, general stock and preferred stock; which preferred stock shall at no time exceed two-thirds of the actual capital paid in, and may be made subject to redemption at par at a fixed time, to be expressed in the certificate thereof; and the holders of such preferred stock shall be entitled to receive, and the said company shall be bound to pay thereon, a fixed yearly dividend, to be expressed in the said certificate, not exceeding eight per centum, payable quarterly, half-yearly or yearly, before any dividend shall be set apart or paid on the said general stock; (g) and in no event shall the holder of such preferred stock be individually or personally liable for the debts or other liabilities of said company; (h) but in case of insolvency

(f) When capital fully paid up certificate to be filed. Section 30. So, when increase of capital is paid up. Sections 31, 32. Any company may increase stock. Section 116. Stock may be issued to pay maturing bonds. Section 135. Mining stocks may be assessed. Section 143. Fees on filing certificate of increase. Section 147. Certain water companies may increase stock. Section 193. Any company, except railroad and canal corporations, may increase stock. Section 194. When issue is made of increased stock certificates to be filed. Section 220. Company may change the par value of shares or increase the number of shares by subdividing. Sections 118, 119. (g) Dividends on preferred stock can only be paid out of the profits; and this is so even when the stock is issued under a guaranty that a dividend of a certain sum shall be paid annually. In the final distribution of the capital, the preferred stock is entitled to preference. McGregor v. Home Ins. Co., 6 Stew. Eq. 181. For other provisions respecting dividends, see sections 7, 52, 106, 144.

(h) Personal liability of stockholders for the debts of the corporation is inconsistent with the idea of a body corporate at common law, and can only

such debts or other liabilities shall be paid in preference to such preferred stock; provided always, that except where it shall be otherwise provided in its original certificate of incorporation (vide section 17), no such company shall create or issue certificates for such preferred stock, except by authority given to the board of directors thereof by a vote of at least two-thirds of the stock voted at a meeting of the general stockholders, duly called for that purpose.

26. Shares transferable. must express that fact.

When hypothecated, transfer

The shares of stock in every corporation of this state shall be deemed personal property, and shall be transferable on the books of such company in such manner as the by-laws may provide; (i) and whenever any transfer of shares shall be made for collateral security, and not absolutely, the same shall be so expressed in the entry of said transfer.(j)

27. Shares assessable until fully paid up.(k)

The directors of every such company may, from time to time, assess upon each share of general stock such sums of money as two-thirds of the stockholders in interest shall direct, not exceeding, in the whole, the amount at which each share shall be originally limited under the third article of the eleventh section of this act; and such sums so assessed shall be paid to the treas

grow out of some statutory provision. Salt Lake City Bank v. Hendrickson, 11 Vr. 52.

(i) A certificate of stock, accompanied by an irrevocable power of attorney, either filled up or in blank, is, in the hands of a third party, presumptive evidence of ownership in the holder; and the title of a holder for value, without notice of intervening equity, cannot be impeached. Each bona fide holder, to whom the certificate is delivered, has power to fill up the certificate and thus obtain title. Prall v. Tilt, 1 Stew. Eq. 479. A voluntary transfer of stock perfected by delivery and acceptance becomes an executed contract, and is irrevocable by the owner. Walker v. Dixon Crucible Co., 2 Dick. Ch. Rep. 342.

(j) Owner may vote, notwithstanding hypothecation. Section 39.

(k) Where, by the terms of subscription, the subscriber agreed to take the stock and pay all assessments and charges levied against it-Held, that the company could only recover the price after assessment and call. Grosse Isle Hotel Co. v. I'Anson, 14 Vr. 442. A subscription to capital stock whereby the subscriber agrees to pay all assessments to be made by the directors, it being shown that the only assessments the board of directors was authorized to make were calls of the capital stock, imports a promise to pay such assessments. So, if there is a naked subscription for a certain number of shares, and the statute under which the corporation has been organized empowers the directors to assess the capital stock, the implied promise is to pay such assessments. Grosse Isle Hotel Co. v. I'Anson, 13 Vr. 10. A shareholder whose subscription has been received by the directors, and has received a regular certificate therefor, is entitled to vote and to transfer his stock, even though he has paid nothing for the stock. Downing v. Potts, 3 Zab. 66.

urer at such times and by such installments as the directors shall direct, said directors having given thirty days' notice of the time and place of such payment in a newspaper circulating in the county where such company is established. (Vide section 143.) 28. Shares of persons neglecting to pay assessment to be sold at auction.

If the owner or owners of any such share or shares shall neglect to pay any sum or sums, duly assessed thereon, for the space of thirty days after the time appointed for the payment thereof, the treasurer of the company may sell, at public auction, such number of the shares of such delinquent owner or owners as will pay all assessments then due from him or them, with interest, and all necessary incidental charges; provided, two-thirds of the stockholders in interest shall so direct. (/)

29. The treasurer shall give notice of the time and place appointed for such sale, and of the sum due on each share, by advertising the same three weeks successively, before the sale, in some newspaper circulating in the county where such company is established, and by mailing a notice to such delinquent stockholder, if he has his post-office address, and shall transfer such shares to the purchaser, who shall be entitled to a certificate therefor.

30. When the capital is fully paid up, certificate to be filed. The president and directors, with the secretary and treasurer of such company, after the payment of the last installment of the capital stock so fixed and limited by the company, shall make a certificate, stating the amount of the capital so fixed and paid in in cash; (m) which certificate shall be signed and sworn or affirmed to by the president, secretary and treasurer, and a majority of the directors; and they shall, within thirty days after making the

(1) Stock once rightly issued can only be forfeited in the mode provided by the charter. Downing v. Potts, 3 Zab. 66.

(m) The requirement is satisfied by a certificate made within thirty days after the officers have decided that the capital is paid in. 3 Dutch. 296. This section requires that a certificate be made after the payment of the last installment of the amount upon which business is commenced, and also upon payment of the last installment of any increase thereof between the amount upon which business is commenced and the limit of the original certificate. The thirty-first section requires a certificate to be made after the payment of the last installment of the additional stock beyond the limit of the original certificate. 4 Id. 533. When the capital has been paid in property purchased, the certificate must set forth that fact. Section 55. Where the officers certified that the stock had been paid up in cash, when in fact it was paid in property of uncertain value, they were held liable for the debts of the company. 3 Id. 198, 296; 4 Id. 532.

same, cause the same to be recorded in a book to be kept for that purpose in the office of the clerk of the county wherein the business is conducted, or where their principal place of business or office is located.

31. When increase of capital is fully paid up certificate to be filled.

If any of the said companies shall increase their capital stock, as before provided in this act, the officers mentioned in the preceding section, after the payment of the last installment of such additional stock, shall make a certificate of the amount so added and paid in cash, and sign and swear or affirm to the same, and cause it to be recorded in the manner provided in the preceding section.(n)

32. Officers refusing to comply with sections 30 and 31 personally liable.

If any of said officers shall neglect or refuse to perform the duties required of them in the two preceding sections for thirty days after written request so to do by a creditor or stockholder of said company, they shall be jointly and severally liable for all debts of the company contracted before such certificate shall be recorded as aforesaid. (Vide note to section 30.)

33. Company may reduce capital stock or change the nature of its business.

Every such company except where otherwise provided in the certificate of incorporation, may, by a vote of two-thirds in interest of the stockholders, or their legal representatives, and in all cases by unanimous consent of the stockholders at any meeting called for that purpose, reduce its capital stock or change the nature of its business; and in such case a certificate of the proceedings, signed and acknowledged as aforesaid, shall, within thirty days after the passing thereof, be recorded in the said book in the clerk's office for the county wherein the business is conducted, or where their principal place of business or office is located, and published for three weeks in a newspaper circulating in said county; and in default thereof, the directors of the company shall be jointly and severally liable for all debts of the company, contracted after said thirty days, and before the publication and recording of the copy of the vote as aforesaid (vide section 7); and the stockholders shall also be liable for any such

(n) Vide section 220, also 24 and notes.

sums as they may respectively receive of the amount so withdrawn.(0)

34. Dissolution of corporation. Proceedings to be taken. Whenever, in the judgment of the board of directors of any corporation organized under this act, or incorporated under any law of this state, it shall be deemed advisable and most for the benefit of such corporation, that the same should be dissolved before the expiration of the time limited in its certificate of incorporation or in its charter, it shall and may be lawful for such board of directors, within ten days after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, and of which meeting every director shall have received at least three days' notice, to cause written or printed notice of the adoption of such resolution to be mailed to each and every stockholder of such company residing in the United States, and also within said ten days cause a like notice to be published in one or more newspapers published and circulating in the county wherein such corporation shall have their principal office, and be conducting their business, at least four weeks successively, once a week, next preceding the time appointed for the same, of a meeting of such stockholders to be held at the office of such company in such county, to take action upon such resolution so adopted by the board of directors, and which meeting shall be held between the hours of ten o'clock in the forenoon and three o'clock in the afternoon of the day so named, and which meeting may, on the day so appointed, by consent of a majority in interest of the stockholders present, be adjourned from time to time for not less than eight days at any one time, of which adjourned meeting notice by advertisement in such paper shall be given; and if at any such meeting two-thirds in interest of all the stockholders shall consent that such dissolution shall take place, and signify such their consent in writing, then, and in such case, such company shall, upon filing such consent, duly attested by their secretary (vide amendment, section 113), in the office of the secretary of state, and receiving from him a certificate that such consent has been filed, be dissolved; and the board of directors of such company shall cause such certificate to be published four weeks successively, at least once in each week,

(0) For other provisions relative to reductions in capital stock, see sections 117, 120, 138, 169. For provisions relative to increase and changes in par value, see sections 24, 116, 118, 119, 135, 193, 194.