holder shall receive less than the par value of any share when disposing of the same to the board of managers. No person shall be allowed to become a shareholder in such association except by the consent of the managers of the same.

9. If the board of mangers shall fail to make the returns provided for in this chapter, or shall make untrue returns, they shall be jointly and severally liable for all debts existing at the date of such return, or at the time when the same should have been made.

10. There shall be such distribution of the profits or earnings of the association among the shareholders as shall be prescribed by the by-laws; provided, that no distribution shall be declared and paid until a sum equal to ten per cent. of the net profits shall be appropriated for a contingent or sinking fund, and until there shall have been thereby accumulated a sum equal to twenty per cent. of such capital stock.

I. Twenty or more persons may organize and incorporate a co-operative society and company in the manner and form provided by law in other cases, for the purpose and to the end of more successfully promoting and conducting any industrial pursuit.

2. Every such society or company when so organized shall enjoy all the rights, privileges and powers conferred by law on other chartered or incorporated companies in this State.

3. The shareholders in any such society or company shall each have but one vote in all matters pertaining to the business of such society or company, without regard to the number of shares owned. Sections 1,068, 1,070 and 1,071 compiled laws of 1879, provides respecting corporations generally:

I. A charter must be prepared setting forth: (1) The name of the corporation; (2) The purpose for which it is formed; (3) The place or places where its business is to be transacted; (4) The time for which it is to exist; (5) The number of its directors or trustees, and the names and residences of those who are appointed for the first

An act to encourage co-operative societies.

Laws 1887, p. 171 (Ch. 116).

year; and, (6) The amount of its capital stock, if any, and the number of shares into which it is divided.

2. The charter of an intended company must be subscribed by five or more persons, three of whom, at least, must be citizens of this State, and must be acknowledged by them before an officer duly authorized to take acknowledgements of deeds.

3. Such charter shall thereupon be filed in the office of the Secretary of State, who shall record the same at length in a book kept for that purpose.

Section 1, Chapter 117, Laws of 1887, provides that

Any corporation may increase its capital stock to any amount, not exceeding three times the amount of its authorized capital, by a vote of the stockholders in conformity with the by-laws thereof; or such a corporation may increase its capital stock to any amount by a vote of the stockholders in conformity with the by-laws thereof, by an actual bona fide additional paid-up cash subscription thereto, equal to the amount of such increase; and if the majority of the stockholders shall vote for the increase of stock, the same may be increased by the board of directors, trustees or other business managers of such corporation; and upon such increase being made in accordance with the by-laws, the date and amount of such increase shall be certified to the secretary of state by the directors or trustees, and from the time such certificate is filed, the increase of stock shall become a part of the capital thereof; provided, that co-operative associations organized under the provisions of this act may, in the manner hereinafter provided, further increase their capital stock to any amount not exceeding one hundred thousand dollars. Section 1073 of Compiled Laws (1879) provides:

Every corporation, as such, has power, (1) to have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years; (2) maintain and depend judicial proceedings; (3) to make and use a common seal, and alter the same at pleasure; (4) to hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, and also to take hold and convey such other property, real, personal or mixed, as shall be requisite for such corporation to require, in order to obtain or secure the payment of any indebtedness or liability due to or belonging to the corporation;

(5) to appoint and remove such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation; (6) to make by-laws not inconsistent with existing laws for the management of its property, the regulation of its affairs and transfer of its stock; (7) to enter into any obligation. or contract essential to the transaction of its ordinary affairs; (8) to increase or diminish by a vote of its stockholders, cast as its bylaws may direct, the number of its directors or trustees, to be not less than three nor more than twenty-four, and may in like manner change its corporate name, without in any way affecting its rights, privileges or liabilities.

MASSACHUSETTS.*

1. Any such number of persons as is herein provided, who associate themselves together by such an agreement as is herein described, with the intention of forming a corporation for any purpose herein specified, upon duly filing a certificate of organization, shall be and remain a corporation :

2. For the purpose of carrying on any mechanical, mining, or manufacturing business (except that of distilling or manufacturing intoxicating liquors), cutting, storing, and selling ice, in carrying on any agricultural, horticultural, or quarrying business, or of printing and publishing newspapers, periodicals, books, or engravings, and of co-operative trade. Seven or more persons may associate themselves, with a capital of not less than one thousand nor more than one hundred thousand dollars.

3. Such agreement shall set forth the fact that the subscribers. thereto associate themselves together with the intention of forming a corporation, the corporate name assumed, the purpose for which it is formed, the town or city, which shall be in this commonwealth, in which it is established or located, the amount of its capital stock and the par value and number of its shares.

4. Any corporate name may be assumed which indicates that it is a corporation, and which is not in use by an existing corporation

* Public Statutes (1882), chap. 106, §§ 6-9, 16-21, 31, 34, 38, 72, 73; chap. 171, § 34. The sections quoted are portions of the general corporations act passed in 1870. Special charters have also been granted by the legislature.

1

or company; and the name assumed shall be changed only by an act of the general court. The words "corporations" shall form a part of the same.

5. The first meeting shall be called by a notice signed by one or more subscribers to the agreement, at which an organization shall be effected. The president, treasurer and a majority of the directors shall forthwith make, sign and swear to a certificate, setting forth a true copy of the agreement of association, with the names of the subscribers thereto, the date of the first meeting, etc. Such certificate, after approval by the commissioner of corporations, shall be filed in the office of the Secretary of State.

6. Every such corporation shall distribute its profits or earnings among its workmen, purchasers and stockholders, at such times. and in such manner as shall be prescribed by its by-laws, and as often at least as once in twelve months; but no distribution shall be made until at least ten per cent. of the net profits has been appropriated to a contingent or sinking fund, until there has accumulated a sum equal to thirty per cent. in excess of the capital stock.

7. No person shall hold shares in any co-operative association to

an amount exceeding one thousand dollars at their par value, nor shall any stockholder be entitled to more than one vote upon any subject.

8. The par value of any such corporation may be one hundred dollars or any sum fixed in its articles of association, and any such corporation at a meeting of the stockholders, called for the purpose, may change the par value of its shares; provided that a certificate of such change shall within ten days thereafter, duly signed and sworn by its officers, be filed with the Secretary of State.

9. Every corporation, at a meeting called for the purpose, may increase or reduce the amount of its capital stock and the number of shares therein, within the limitations provided.

10. When a co-operative association increases its capital stock, the new shares may be sold or issued in such manner as the stockholders may by vote direct, but not for a less amount than the par value thereof.

II. Shares in co-operative associations, not exceeding twenty dollars in value in the aggregate shall be exempted from attachment for debt.

MINNESOTA.*

The Connecticut Statute, already quoted, is a transcript of the original act of 1870. Section 6 was repealed in 1881, and the following new section added:

If any person shall recover judgment against any association created under the provisions of this act, and if, after the issue of execution upon such judgment, demand shall be made on the treasurer, or any of the board of managers, for payment of the same, or for property to be exposed to satisfy such execution, and if the same shall not be paid or satisfied, the officer shall make return of such fact upon the execution, or upon any alias execution that may issue, so long as any part thereof remains unsatisfied; and, if after thirty days shall have elapsed, the balance of such execution remains unpaid, the creditor may apply to the Supreme judicial court, setting forth the facts and praying for an injunction to restrain such association from alienating or transferring any of its property, and doing any business until such judgment is satisfied, and the said court shall grant such injunction; or the judgment creditor may apply to the district court in the county in which such an association has a place of business, setting forth the facts, and after due notice and hearing thereupon, a warrant shall issue under the law in relation to insolvent corporations; and proceedings shall be had as in other cases of insolvent corporations; and said association may at any time apply for the benefit of the acts in regard to insolvent corporations.

NEW JERSEY.†

I. That it shall be lawful for any number of persons, not less than seven, residents in this state, to associate themselves into a society for the purpose of carrying on any lawful mechanical, mining, manufacturing or trading business, or for the purpose of trading and

*General Statutes (1878), chapter 34, sections 155-165: ciations," March 4, 1870. Section 6 was repealed in 1881.

"Act in relation to co-operative asso

An Act to provide for the formation and regulation of co-operative societies of workingmen, approved March 10, 1884. This supercedes the act of 1881.