dred and fifty thousand dollars ($250,000.00)," appearing in the latter part of said section after the words "shall be" and before the words "or more" and after the words "in capital below" and inserting in lieu thereof the words and figures, "one hundred thousand dollars, ($100,000.00)." Sec. 3. That all acts and parts of acts in conflict herewith are hereby repealed and this act shall take effect and be in force thirty days after its passage. CHAPTER 79. AN ACT TO REGULATE THE FORMATION AND GOVERNMENT OF CORPORATIONS FOR MINING, MANUFACTURING, INDUSTRIAL AND OTHER PURSUITS. C. B No. 58; Approved March 15, 1905. CONTENTS. ARTICLE 1.-POWERS, Secs. 1-4 Inclusive. ARTICLE 2.-FORMATION, CONSTITUTON, ALTERATION, DISSOLUTION, Secs. 5-36 Inclusive. ARTICLE 3.-ELECTIONS; STOCKKHOLDERS' MEETINGS, Secs. 37-52 Inclusive. ARTICLE 4.-DIVIDENDS; PAYMENT OF CAPITAL STOCK, Secs. 53-59 Inclusive. ARTICLE 5.-WINDING UP, Secs. 60-67 Inclusive. ARTICLE ARTICLE 6.—EXECUTION AGAINST CORPORATION, Secs. 68-69, Inclusive. 7.-INSOLVENCY, Secs. 70-92 Inclusive. ARTICLE 8.-SERVICE OF PROCESS, Secs. 93-95 Inclusive. ARTICLE 9.-REMEDIES AGAINST OFFICERS AND STOCKHOLD. ERS, Secs. 96-98 Inclusive. ARTICLE 10.-FOREIGN CORPORATIONS, Secs. 99-108 Inclusive. ARTICLE 11.-MERGER OF CORPORATION, Secs. 109-115 Inclusive. ARTICLE 12.-LOST CERTIFICATES OF STOCK, Secs. 116-118 In clusive. ARTICLE 13.-FEES ON FILING CERTIFICATES; SUNDRY PRO. VISIONS, Secs. 119-136 Inclusive. Be it enacted by the Legislative Assembly of the Territory of New Mexico: Corporations for any and all the purposes above specified or intended or for any purpose for which corporations are or shall hereafter be authorized by any general incorporation law of this territory shall be organized and governed by this act. ARTICLE 1.-POWERS. Sec. 1.-Powers in General. Every corporation shall have power: I. To have succession, by its corporate name, for the period limited in its charter or certificate of incorporation, but not to exceed 50 years; II. To sue and be sued in any court of law or equity; at pleasure; IV. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, and all other real estate which shall have been bona fide conveyed or mortgaged to the said corporation by way of security, or in satisfaction of debts, or purchased at sales upon judgment or decree obtained for such debts; and to mortgage any such real and personal estate with its franchises; the power to hold real and personal estate shall include the power to take the same by devise or bequest; V. To appoint such officers and agents as the business of the corporation shall require, and to allow them suitable compensation; VI. To make by-laws fixing and altering the number of its directors, and providing for the management of its property, the regulation and government of its affairs. and the transfer of its stock, with penalties for the breach thereof not exceeding twenty dollars; VII. To wind up and dissolve itself, or be wound up and dissolved in manner hereafter mentioned. Sec. 2.-Powers Additional. In addition to the powers enumerated in the first section of this act and the powers specified in its charter or in the act or certificate under which it was incorporated, every corporation. its officers, directors and stockholders, shall possess and exercise all the powers and privileges contained in this act, so far as the same are necessary or convenient to the attainment of the objects set forth in such charter or certificate of incorporation; and shall be governed by the provisions and be subject to the restrictions and liabilities in this act contained, so far as the same are appropriate to and not inconsistent with such charter or the act under which such corporation was formed: and no corporation shall possess or exercise any other corporate power, except such incidental powers as shall be necessary to the exercise of the powers so given. Sec. 3.-Charters Subject to Repeal. The charter of any incorporation, or any supplement thereto or amendment thereof, incorporated under this act, shall be subject to alteration, suspension and repeal or dissolution by any subsequent legislation legally enacted by the legislative assembly of the territory: Provided, That such alteration, suspension, repeal or dissolution shall not impair or injuriously affect the rights or interests of persons who may have acquired property, or invested money, under such corporation, or in its stock, bonds or other obligations or securities, upon the faith of such charter. Sec. 4.-This Act May Be Amended or Repealed. This act may also be amended or repealed, at the pleasure of the legislature, and every corporation created under this act shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any such corporation or its officers for any liability which shall have been previously incurred; this act and all amendments thereof shall be a part of the charter of every corporation heretofore or hereafter formed hereunder, except so far as the same are inapplicable and inappropriate to the objects of such corporation, but this section shall also be subject to the proviso contained in Section 3 of this act. ARTICLE 2.-FORMATION, CONSTITUTION, ALTERATION, DISSOLUTION. Sec. -Purposes For Which Corporations May Be Formed. Upon executing, recording and filing a certificate pursuant to all the provisions of this act, three or more persons may become a corporation for any lawful purpose or purposes whatever, except corporations for the construction and operation of railroads, telegraph lines, express companies, savings banks. banks, building and loan associations, insurance, surety, and irrigation companies; and this act shall only apply to corporations exercised for such purposes to the extent and as hereinafter provided by section 133; it shall, however, be lawful to form a company hereunder for the purpose of constructing, maintaining and operating railroads, telegraph lines, and express companies, or for any of the other purposes aforesaid outside of this territory. Sec. 6.-May Conduct Business In Other Jurisdictions. Any corporation of this territory may conduct business in other states or in foreign countries and have one or more offices out of this territory, and may hold, purchase mortgage, and convey real and personal property out of this territory: Provided, Such powers are included within the objects set forth in its certificate of incorporation. Sec. 7.-Form of Certificate. The certificate of incorporation shall be signed in person by each person or by attorney in fact, by all of the subscribers to the capital stock named therein, and shall set forth: I. The name of the corporation; no name shall be assumed already in use by another existing corporation of this territory, or so nearly similar thereto as to lead to uncertainty or confusion. II. The location (town or city, street and number, if number there be) of its principal office in this territory. III. The object or objects for which the corporation is formed. IV. The amount of the total authorized capital stock of the corporation, which shall be not less than three thousand dollars, the number of shares into which the same is divided and the par value of each share; the amount of the capital stock with which it will commence business, which shall not be less than two thousand dollars, and if there be more than one class of stock created by the certificate of incorporation, a description of the different classes, with the terms on which the respective classes of stock are created. V. The names and postoffice addresses of the incorporators and the number of shares subscribed for by each; the aggregate of such subscriptions shall be the amount of capital stock with which the company will commence business, and shall be at least two thousand dollars. VI. The period, if any, limited for the duration of the company. VII. The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class or classes of stockholders: Provided, Such provision be not inconsistent with this act. Sec. 8.-Authentication and Record of Certificate. Copy Evidence. The certificate of incorporation shall be proved or acknowledged as required for deeds of real estate; shall be filed in the office of the secretary of the territory, and a copy thereof, duly certified by the secretary of the territory, shall be recorded in a book to be kept for that purpose in the office of the recorder of the county where the principal office of such corporation in this territory shall be established. Said certificate, or a copy thereof, duly certified by the secretary of the territory or recorder of deeds of the county where the same shall be recorded, shall be evidence in all courts and places. Sec. 9.-Corporate Existence Begins on Filing Certificate. Upon making the certificate of incorporation and causing the same to be filed and recorded as aforesaid, the persons so associating, their successors and assigns, shall from the date of such filing be and constitute a body corporate by the name set forth in said certificate subject to dissolution as in this act elsewhere provided. Sec. 10.-By-Laws. The power to make and alter by-laws shall be in the stockholders, but any corporation may, in the certificate of incorporation, confer that power upon the directors; by-laws made by the directors under power so conferred may be altered or repealed by the stockholders. Sec. 11.-Management. The business of every corporation shall be managed by its directors, who shall respectively be shareholders therein, they shall be not less than three in number, and, except as hereinafter provided, they shall be chosen annually by the stockholders at the time and place provided in the by-laws, and shall hold office for one year and until others are chosen and qualified in their stead; but by so providing in its certificate of incorporation, any corporation organized under this act may classify its directors in respect to the time for which they shall severally hold office, the several classes to be elected for different terms: Provided, That no class shall be elected for a shorter period than one year or for a longer period than five years, and that the term of office of at least one class shall expire in each year; any corporation which shall have more than one kind of stock, may, by so providing in its certificate of incorporation, confer the right to choose the directors of any class upon the stockholders of any class or classes, to the exclusion of the others; one director of every corporation of this territory shall be an actual resident of this territory, and it shall not be necessary for more than one director to be resident of this territory, notwithtsanding the provisions of any previous law; and the board of directors may by authority conferred under its by-laws or by its charter appoint an executive committee to act for and in the name of its said board of directors. |