[The numbers refer to pages.]

D.

Debts, holders of stock not fully paid liable for, 41.

officers and stockholders paying, may recover, 103.

property mortgaged for, may be acquired, 1.

to be first made out of company's property before resort had to
stockholders or officers, 103.

officers liable for, for not filing certificate, 44.

Delinquent taxpayers, 132, 133.

Devise of property to corporation, 1.

Directors, annual statement by, 64.

alteration of number of, by by-laws, 2.

ceasing to be bona fide stockholders, cease to be directors, 60.
Directors, candidates for office, cannot be judges, etc., of election, 54.
chosen annually, unless otherwise provided in charter, 25.
classification of, 25.

dissent from dividend not earned, 49.

election, regulations concerning, 33 et seq.

increase of number, 2, 33.

judgment of as to value of property purchased conclusive, 74-

liability for declaring dividends not earned, 48, 49.

not making and publishing decrease of capital, 48.

making reduction of capital, 48.

not displaying name at principal office, 71, 72.

not producing books and list at election, 52.

liability enforced by action on the case, 102, 103.
or by bill in chancery, 102, 103.

limitations on powers of, 16, 22.

list of, to be filed annually, 64.

on dissolution, 50.

may meet out of this state, 67, 68.

must act as board, 26.

must be bona fide stockholders, 60.

call meeting of stockholders when company is insolvent, 82.
not sell property after or in contemplation of insolvency, 82.
neglecting to present list of stockholders, ineligible to election, 52.
number to be not less than three, 25.

[The numbers refer to pages.]

Directors, number to be fixed and altered by by-laws, 2.

one to be a resident of state, 25.

paying debts, may recover, 103.

property of, not to be sold until remedy against company

exhausted, 103.

power to mortgage property, 4.

power to contract with company, 27.

qualification of, 60.

residence of, 25.

term of no class of, to exceed five years, 25.

to be trustees on dissolution, 79.

to declare dividends, 72.

to manage business of corporation, 25.

vacancy filled as provided in by-laws, 32, 33.

votes of, to be recorded, 29.

See also Elections.

Dissent of director to improper dividend, 48.

Dissenting shares, condemnation of, in certain cases on consolidation, III.
Dissolution, power to dissolve, 49, 50, 51.

by incorporators, 51.

by legislature, 12.
proceedings for, 51.

certificate of, to be published, 50.

not caused by failure to elect directors, 62.
directors to be trustees for winding up on, 79.

ways of, 5.

disposition of proceeds on, 80.

powers of trustees on, 79.

corporate existence continued after, for winding up, 78.
chancellor has jurisdiction, 79.

receiver, 79.

rights of preferred stockholders on, 37, 98.

does not abate actions, 80.

list of directors and officers to be filed on, 50.

affidavit to be filed, 50.

copy decree of, to be filed with secretary of state, 81.
state taxes must be paid before, 121.

Distribution of proceeds of dissolved corporation, 80.
of proceeds of insolvent corporation, 98.

Dividends to be made only from profits or surplus, 48, 49.
declared are debts due stockholders, 73.

time of making, 72.

on preferred stock may be made cumulative, 35.
on preferred and common stock, 35.

suits to enforce declaration of, 73, 162.

Domicile, corporation may have more than one, 162.
Duration of corporate existence to be stated, 16, 21.

list of shareholders to be made and shown at, 52.
investigation of complaints as to, by supreme court, 62.

new elections may be ordered, 62, 63.

chancellor, 63.

not held on proper day may be held afterwards, 62.
failure to hold does not work forfeiture, 62.

stock belonging to company not to be voted on, 59.
Eminent domain, company requiring power of, not authorized, 13.
Employees' wages to be paid every two weeks, 120.

Entries in books as evidence, effect of, 71.

Errors in certificate of incorporation may be cured by amendment, 120.
Evidence, books as, 52, 61, 71.

of right to vote, 52, 61.

insolvency, 83, 86.

certificate of incorporation or copy, 22.

Execution against corporation, proceedings, 81.

shares of stock may be sold on, 123.

may be satisfied from debts due corporation, 81.

Executive committee, power of directors to delegate powers to, 29.

Executive power

of corporations in board of directors, 25, 26.

Executors and trustees may vote, 58.

Exemptions from payment of franchise taxes, 126, 129.
Existence, corporate, beginning, duration, etc., 23.

continuance after expiration of charter, 78.
Extension of corporate existence, 45. 118.

Factors, appointment of, 32.

F.

False certificate, officers making, liable for debts, 78.

statement to state board of assessors, penalty for, 130.

Fees and taxes for filing certificates, etc., 116.

schedule of sundry, 347.

not required to be paid by religious and charitable associa-
tions, 116.

Filing certificates of incorporation, 22.

regulations as to, certain certificates, etc., 67.

First meeting, how called, 33.

Foreign corporations, how sued, 100, 101.

[The numbers refer to pages.]

Foreign corporations, process against, 100, 101.

appointment of agent of, 104, 106.
attachment against, 107.

cannot maintain action until certificate of authority
is obtained, 107.

domestic corporation may be agent of, 104.

how authorized to do business here, 104, 105.

may hold and mortgage lands here, 103.

must comply with law before engaging in business,

104, 107.

penalty for failure, 107.

service of prerogative writ against, 108.

enforcement of writ, 108.

subject to provisions of this act, 104.

to file charter and statement before doing business,

here, 104.

retaliation for taxes, etc., by other states, 107.
receivers of, 88.

Foreign state, business may be conducted in, 15, 68.

corporation may hold property in, 15.

Forfeiture of charter for not bringing books into state, 68.

non-payment of taxes, 132.

Formation of companies under this act, 13.

Forms, see Index of Forms.

Founders' shares, 38.

Franchise tax, amount of, 126.

appeal from assessment, limitation of, 136.
application of act, 127.

arrears, injunction against company in, 132.

attorney-general may proceed against company in,
132, 133.

assessors, state board of, duties and powers of, 131.

annual report to, 126.

attorney-general may proceed against company in arrears,

132, 133.

basis of tax, 128.

collection of, 131, 132, 133.

continuance of, 128.

debt, is a, 131.

debt, preferred in case of insolvency, 131.

exemptions from, 126, 129.

failure to make return, penalty, 130, 131.

failure to pay, penalty, 132, 133.

false statement, penalty for making, 130.
illegal assessment, refunding, 136.
insolvency, preferred debt in case of, 131.
license tax, is a, 128.

[The numbers refer to pages.]

Franchise tax, list, comptroller to make, of delinquents, 133.

mistake in proclamation of governor, may be corrected, 135.
not a property tax, 128.

penalty for false statement, or failure to make statement, 130.
being in arrears, 132, 133.

proclamation by governor, voiding charters of corpora-
tions in arrears, 133.

readjustment of unjust assessment, 135.

receiver may be appointed for corporations in arrears, 133.

refunding of taxes illegally assessed, 136.

renewal by governor of void charters, 135.

report, annual, to state board of assessors, 126.

void charters, may be renewed by governor, 135.

Franchise of corporation may be leased to other corporation, 120.
Franchises of railroad, canal or other public works may be sold, 95.
may be mortgaged, 1, 91.

Fraud, see Stock.

G.

General assignment, corporation may make, 84.

General creditor's bill, 41.

General words, effect of, in certificate of incorporation, 20.

"General" and "common" stock are synonymous, 36.

Government of corporations, regulation of, 2, 16.

Governor to issue proclamation as to charters void for non-payment of
taxes, 133.

may correct mistakes in proclamation, 135.

renew void charters, 135.

Guaranteed stock, 36.

Guardian may vote, 58.

H.

Home office, corporations must have, 52, 67, 68.

Hypothecated stock may be voted on, 58.

Hypothecation of stock must be stated in the transfer, 38.

Implied powers, 9.

I.

Incorporation, certificate of, 7, 8, 10, 16-22.

See Certificate of Incorporation.

Incorporator, survivors may designate successor to dead, 116.
Incorporators may surrender corporate powers and dissolve, 51.
names and post-office address to be stated, 16, 21, 67.

Increase of capital stock, 45-47.

certificate of payment of, 43.

par value of shares, 45.

Incumbered property may be sold by receiver free of liens, 95.