of State is in doubt) the matter is referred to a court or judge; in Florida, Mississippi, and Pennsylvania, to the Governor; in Kansas to a Charter Board; in Massachusetts to a Commissioner of Corporations; while in Mississippi the Attorney General assists the Governor; and in Virginia the charter, if approved by the court, is also passed upon by the Corporation Commission.

In many States the term of existence of a corporation may be fixed by the articles within a statutory limitation; the limitation ranging from twenty to one hundred years. In such States it is obviously regarded as impolitic to organize corporations in perpetuity; and the term appears to be fixed at the limit of business activity (or in a few States of life) of an individual. In other States the term of existence of the corporation may be fixed by the articles, as it seems, without limitation. In a few States, no provision for fixing the term of existence being made by statute, the corporation appears to have a perpetual existence until dissolved by law; these States are Arkansas, Maine, Massachusetts, Nebraska, New Hampshire, Ohio (except corporations to deal in real estate), Rhode Island, South Carolina, Tennessee, Vermont, and Wisconsin.

In several States the corporation is obliged to keep a list of its stockholders, open in a few States to the public, in most to stockholders and creditors, and in one or two perhaps known only to the State officers with whom it is filed; but in all such States, of course, the facts could probably be learned by interested persons. A full consideration of this matter will be found in a later chapter.

In several States the nature of the stockholder's liability must be prescribed in the articles. These States are Arizona, Delaware, Hawaii, Iowa, Kentucky, Nevada, and Utah.

In most States it is provided that amendments to the articles may be made in a prescribed method. The absence of such a provision does not necessarily mean that no amendment can be made.

11. Alabama.

Two or more persons may form a corporation for carrying on any industrial business, or for any lawful enterprise if not otherwise provided by law. These persons file in the office of the judge of probate where it is proposed the corporation shall have its principal place of business a declaration signed by them, stating the names and residence of the subscribers, the name and style of the proposed corporation, the general purposes of the corporation, the nature of the business intended, and the principal place of business or location of the corporation, the amount of the capital stock and the number of shares into which it is divided, and any other matter it is deemed desirable to state. The judge of probate then authorizes two or more of the subscribers to open books of subscription to the capital stock of the corporation. When fifty per cent. of the proposed capital stock has been subscribed bona fide and twenty per cent. of the amount subscribed has been paid in, a meeting is held for organization; and the record of the meeting with an affidavit of payment of the required percentage having been filed with the probate judge he issues a certificate stating that the corporation is duly organized." The ordinary powers are granted, including power to mortgage its property, real or personal, and its franchises, to secure debts; but it has no power to borrow a sum exceeding its capital stock, or at a rate of interest exceeding eight per cent." The corporation is limited to an existence of twenty years,7 which may be renewed by vote of a majority in value of the stockholders. The amount of capital stock is limited to ten million dollars. Amendments may be made by three

8

2 Ala. Code, § 1251.

3 Ibid. § 1252.

4 Ibid. § 1253.

5 Ibid. § 1255.

• Ibid. § 1256.

7 Ibid.

8 Ibid. § 1260. • Ibid. § 1259.

fourths of the stockholders and recorded like the original declaration. 10

Mining, quarrying and manufacturing corporations are formed in the same way; but their existence is perpetual unless limited in the charter.12

§ 12. Arizona.

Any number of persons may associate themselves together and become incorporated for the transaction of any lawful business, but such corporation shall confer no powers or privileges not possessed by natural persons, except as herein provided.13 Among the powers of such bodies corporate shall be the following: 1. To have perpetual succession; 2. To sue and be sued by the corporate name; 3. To have a common seal and alter the same at pleasure; 4. To render the shares or interest of stockholders transferable and prescribe the mode of making such transfers; 5. To exempt the private property of members from liability for corporate debts; 6. To make contracts, acquire and transfer property, possessing the same powers in such respects as private individuals now enjoy; 7. To establish by-laws and make all rules and regulations deemed expedient for the management of their affairs not inconsistent with the constitution and laws of the United States and laws of this Territory.14

Before commencing any business except that of their own organization, they must adopt articles of incorporation, which shall be signed and acknowledged by them as deeds are required to be acknowledged and recorded in a book for that purpose, in the office of the county recorder, where the principal place of business is to be. The articles of incorporation must contain: 1. The name of the corporators, the name of

10 Ibid. § 1283.

11 Ibid. §§ 1139 et seq.

12 Ibid. § 1144.

13 Ari. Rev. Stat. § 764.

14 Ibid. § 765.

the corporation and its principal place of transacting business. 2. The general nature of the business proposed to be transacted. 3. The amount of capital stock authorized and the time when and the condition upon which it is to be paid. in. 4. The time of the commencement and termination of the corporation. 5. By what officers or persons the affairs of the corporation are to be conducted and the times at which they are to be elected. 6. The highest amount of indebtedness or liability to which the corporation is at any time to subject itself. 7. Whether private property is to be exempt from corporate debts. Unless so exempted, stockholders are liable for the debts of the corporation in the proportion [to] which their stock bears to the whole capital stock.15

Every corporation organized under the provisions of this Title shall file a copy of its articles of incorporation, certified to by the County Recorder of the county where said articles are recorded, in the office of the Secretary of the Territory, and have the same recorded by him in a book kept for that purpose. Such articles of incorporation must specify the highest amount of indebtedness and liability, direct or contingent, to which the corporation is at any time to be subject, which must in no case exceed two-thirds of the amount of the capital stock.16 Every corporation organized under the provisions of this Title shall publish at least six times in some newspaper published in the county in which the principal place of business is located or works established, if there be one, and if not, then in some newspaper having a general circulation in such county, a copy of its articles of incorporation, and, upon the expiration thereof, file an affidavit in the office of the Secretary of the Territory, stating that such publication has been made according to law.17

The corporation may commence business as soon as its articles of incorporation are filed for record in the office of

15 Ibid. § 766; 1903, No. 88, § 1.

10 Ari. Rev. Stat. § 767.

17 Ibid. § 768.

the County Recorder, and a certified copy with the Secretary of the Territory, and its acts shall then be valid if the publication is made and an affidavit thereof filed in the office of the Secretary of the Territory, within three months of the date of the filing with the County Recorder. 18

The capital stock of any corporation organized hereunder may be increased or decreased and the articles may be amended in any of the particulars mentioned in § 766 by the affirmative vote of a majority of the stock. Such amendment shall be signed and acknowledged by the president and attested by the secretary of the corporation, and no such amendment shall be valid unless recorded and published as the original articles are required to be.19

Corporations organized under this Title may be formed to endure for twenty-five years, but they may be renewed from time to time for a period of not exceeding twenty-five years, when three-fourths of the votes cast at any stockholders' meeting duly called and held for that purpose shall be in favor of such renewal.20

No corporation organized under the provisions of this title for the purpose of doing a mining or manufacturing business shall have power to construct or operate any railroad, tramway, turnpike or canal, except such as may lead from its principal works or place of business to some navigable stream, or to some existing railroad, turnpike or public highway.21

13. Arkansas.

Three or more persons may associate for "engaging or carrying on any kind of manufacturing, mechanical, mining, or other lawful business," under any name assumed by them.22 "The purpose for which every such corporation shall be established

18 Ibid. § 769.

19 Ibid. § 770; 1903, No. 88, § 2.

20 Ari. Rev. Stat. § 771.

21 Ibid. § 781.

22 Ark Stat. § 1326.