or the remainder of the board to be receivers of and for such corporation, or, if all are removed or resign, may appoint one or more other persons receivers, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the company, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation; and the powers of such trustees or receivers may be continued as long as the court shall think necessary for the purposes aforesaid. 1195. Receiverships and dissolution by the court. SEC. 94. Whenever a corporation has in ten successive years failed to pay dividends amounting in all to five per cent of its entire outstanding capital, or has wilfully violated its charter, or its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs, or its assets are in danger of waste through attachment, litigation or otherwise, or said corporation has abandoned its business and has not proceeded diligently to wind up its affairs, or to distribute its assets in a reasonable time, or has become insolvent and is not about to resume its business with safety to the public, any holder or holders of one-tenth of the capital stock may apply to the district court, held in the district where the corporation has its principal place of business, for an order dissolving the corporation and appointing a receiver to wind up its affairs, and may by injunction restrain the corporation from exercising any of its powers or doing any business whatsoever, except by and through a receiver appointed by the court. Such court may, if good cause exist therefor, appoint one or more receivers for such purpose, but in all cases directors or trustees who have been guilty of no negligence nor active breach of duty shall have the right to be preferred in making such appointment, and such court may at any time for sufficient cause make a decree dissolving such corporation and terminating its existence. One who is a stockholder in and director of a corporation and who is the administrator of an estate owning nearly one-third of the stock thereof is, in his individual and official capacities, interested in and affected by proceeding under this section instituted by another stockholder and resulting in ex parte orders dissolving the corporation and appointing a receiver to wind it up, and he may on certiorari review the same." The court cannot, on the application of a stockholder and without notice or hearing, enter orders dissolving the corporation and appointing a receiver to wind it up, though a statute attempts to confer such authority. Hettel v. District Court, 30 Nev. 382, 386, 387 (133 A. S. 731, 96 P. 1062); State ex rel. Howell v. Wildes, 33 Nev. (116 P. 595). The court cannot dissolve a corporation and appoint a receiver on a mere petition of the owner of more than one-third of the stock alleging that the corporate assets are in danger of waste, without notice to the corporation, its officers, or any person interested therein. The appearance of a corporation after the making by the court of ex parte orders dissolving it and appointing a receiver to wind it up, upon the petition of the holder of more than one-third of the stock, conferred no jurisdiction on the court to make the orders. Hettel v. District Court, 30 Nev. 382, 386-388 (133 A. S. 731, 96 P. 1062). an The directors must be made parties to the proceeding, and notice commanding appearance forthwith to show cause why a receiver should not be appointed, is not a sufficient notice, and all orders made in such proceeding without making the directors parties are void. Golden v. District Court, 31 Nev. 250, 260, 263, 267, 268 (101 P. 1021). 1196. Proceedings when receiver is appointed. SEC. 95. Whenever any decree is made appointing a receiver to wind up the affairs of a corporation, it shall be the duty of such receiver to file a certified copy of his appointment and of the decree of dissolution, if made by a court, with the secretary of state. Such court shall also direct that such decree appointing a receiver be published at least once a week for four weeks in some newspaper published in the county and shall also limit a time which shall not be less than four (4) months from the date of the first publication of the order or decree within which all claims against such corporation shall be presented to the receiver, and shall provide that all claims not so presented shall not share in the assets but be barred therefrom unless, before actual distribution is made and on good cause shown, permission be given to present any claim after the time so limited. Cited, Martin v. Kirby, 33 Nev. — (116 P. —). 1197. Sale of property and franchises. SEC. 96. Said court may in its discretion, in lieu of decreeing the dissolution of such corporation, order the receiver to sell its property and franchise, and the purchaser thereof shall succeed to all the rights and privileges of said corporation and may reorganize the same under direction of said court or pursuant to sections 49 and 50 of this act. At any sale of such property at public auction the court may in its discretion authorize the receiver to accept in payment duly allowed claims against said corporation at a proper valuation. 1198. Sale of deteriorating property. SEC. 97. Whenever the property of an insolvent corporation is at the time of the appointment of a receiver incumbered with liens of any character, and the validity, extent or legality of any such lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending litigation over or respecting such lien, the court appointing the receiver may order the receiver to sell the property of the corporation clear of incumbrances, at public or private sale for the best price that can be obtained, subject to confirmation by the court, and pay the net proceeds of the sale into court, there to remain subject to order of court to be distributed and apportioned under the supervision of the court, as it shall direct. 1199. Compensation of receivers. SEC. 98. The district court shall, before making distribution of the assets of an insolvent corporation among the creditors or stockholders thereof, allow a reasonable compensation to the receivers or trustees for their services, and the costs and expenses incurred in and about the execution of their trusts and the cost of the proceedings in said court, to be first paid out of said assets. CORPORATIONS FOR MINING PURPOSES 1200. Capital stock consisting of mining ground. SEC. 99. In corporations already formed, or which may hereafter be formed under this act, or otherwise, for mining purposes, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet, shares, or interest in any mining claim in this state, for the working and development of which such corporation shall be or has been formed, no actual subscription to the capital stock of such corporation shall be necessary; but each owner in said mining claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under the by-laws will represent the value of so much of his or her interest in said mining claim, the legal title to which he or she may, by deed, deed of trust, or other instrument, vest or have vested, in such corporation, for mining purposes; such subscription to be deemed to have been made and to have been fully paid on the execution and delivery to such corporation and its acceptance by such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied, or which may hereafter be levied, by the board of directors or trustees of such corporation, provided such corporation has the right and power to levy assessments, be affected by reason of the fact that the full amount of the capital stock of such corporation, as mentioned in its certificate of incorporation, shall not have been subscribed as provided in this section; provided, that the greater portion of said amount of capital stock shall have been subscribed; and provided further, that this section shall not be so construed as to prohibit the stockholders of any corporation formed, or which may be formed, for mining purposes, as provided in this section, from regulating the mode of making subscriptions to its capital stock and calling in the same by by-laws or express contract; provided further, that no corporation hereafter formed shall ever have power to assess paid up stock unless in its original articles or certificate of incorporation such power is reserved, and no amendment of such original in this respect or to give such power shall ever be made. 1201. Mining corporations governed by district mining laws. SEC. 100. All corporations already formed, or which may hereafter be formed under this act for mining purposes, shall be governed by the mining laws of the district where the mine is located. 1202. Mining corporations may become stockholders in tunnel companies. SEC. 101. Corporations already formed, or hereafter incorporated under the provisions of this act, for mining, milling or ore reduction purposes, may subscribe to and become stockholders in any corporation, company, or association now formed, or which may hereafter be formed, for the purpose of constructing any tunnel, shaft or other work, which may be calculated to aid or facilitate the exploration, development, or working of any mine or mining ground in this state; and any corporation so becoming a stockholder therein shall, in proportion to its interest, be subject to all the liabilities, and entitled to all the rights and privileges of an individual stockholder. 1203. Fees of secretary of state. SEC. 102. On filing any certificate or articles or other paper relative to corporations, in the office of the secretary of state, the following fees and taxes shall be paid to the secretary of state, for the use of the state: For certificate or articles of incorporation, ten (10) cents for each thousand dollars of the total amount of capital stock authorized, but in no case less than ten dollars; increase of capital stock, ten (10) cents for each thousand dollars of the total of the increase authorized, but in no case less than ten dollars; consolidation and merger of corporations, ten (10) cents for each thousand dollars of capital authorized, beyond the total authorized capital of the corporations merged or consolidated, but in no case less than ten dollars; extension or renewal of corporate existence of any corporation, one-half that required for the original certificate or articles of organization or incorporation by this act; dissolution of corporation, change of nature of business, amended articles or certificates of incorporation or organization (other than those authorizing increase of capital stock), decrease of capital stock, increase or decrease of par value of number of shares, ten dollars; for filing list of officers and directors or trustees, and name of agent in charge of principal office, one dollar; filing copy of charter and statement of foreign corporation and issuing certificate of authority to transact business, ten dollars; for certifying to articles of incorporation where copy is furnished, two dollars; for certifying to the authorized printed copy of the general corporation law, as compiled by the secretary of state, two dollars; and for all certificates not hereby provided for, five dollars; provided, that no fees shall be required to be paid by any religious or charitable society or association or educational association having no capital stock. As amended, Stats. 1905, 76. 1204. The secretary of state to compile and publish biennially a list of corporations. SEC. 103. The secretary of state shall biennially compile from the records of his office, and publish in his report, a complete list, in alphabetical order, of the original and amended certificates or articles of incorporation or of extension or renewal filed during the preceding year, together with the location of the principal office of each in this state, and the name of the agent in charge thereof, the amount of the authorized capital stock, the amount with which business is to be commenced, the date of filing the certificate and the period for which the corporation is to continue; and shall index each and every paper filed or recorded in his office under or pursuant to this act, so that each can be readily found, placing and keeping those relating to each corporation together, and register every paper so filed in a book kept for that purpose under the heading or title of the corporation or company filing the same or affected thereby, each corporation incorporated under this act to have a separate page which shall show at all times the title or description of each and every paper filed by or on behalf of said corporation with the date of such filing. As amended, Stats. 1905, 76. 1205. Meaning of certain terms used in this act. SEC. 104. The term "principal office," "principal place of business," "principal office in this state," and "registered office," wherever used in this act shall be construed as referring to the office maintained in this state as required by sections 14, 15 and 16 of this act and as synonymous terms; "articles of incorporation" and "certificate of incorporation" shall also be construed as synonymous terms; the words "trustees" and "directors" also shall be construed as synonymous terms wherever used in this act. "Stockholders" or equivalent terms shall include creditors entitled to vote as stockholders unless otherwise provided in this act. The singular number shall include the plural, and the plural shall include the singular, and general terms and powers given herein, and by the use of general terms, shall not be restricted by the use of special terms, or be held to be restricted by any grant of special powers herein contained. 1206. Seal. SEC. 105. The seal of a corporation shall contain its corporate name and date when incorporated, which date shall be that of the certificate issued by the secretary of state under and pursuant to section 5 of this act. A departure from this provision shall not invalidate any corporate act otherwise valid, and the impression of the corporate seal on paper without wax or adhesive substance shall be a valid seal. 1207. Retaliatory taxation. SEC. 106. When, by the laws of any other state, country, territory, colony, dependency or nation, any other or greater taxes, fines, penalties, licenses, fees or other obligations or requirements are imposed upon corporations of this state, doing business in such other state or nation, or upon their agents therein, than the laws of this state impose upon their corporations or agents doing business in this state, so long as such laws continue in force in such other or foreign state or nation, territory, colony, dependency, or country the same taxes, fines, penalties, licenses, fees, obligations and requirements of whatever kind shall be imposed upon all corporations of such other state or nation, country, territory, colony or dependency doing business within this state and upon their agents here; provided, that nothing herein shall be held to repeal any duty, condition or requirement now imposed by law upon such corporations of other states or nations transacting business in the state. 1208. Renewal of charters: SEC. 107. Any corporation existing under the laws of this state may, at any time before the expiration of the time limited for its existence, procure a renewal of its charter for any period, together with all the rights, franchises, privileges and immunities, and subject to all its existing debts, duties and liabilities, secured or imposed by its then existing charter, by filing a certificate of its president and secretary, duly sworn or affirmed to by such officers before any person authorized by the laws of this state to administer oaths or affirmations, with the secretary of state, which certificate must be authorized by two-thirds in interest of the stock in writing, or by a resolution to that effect, and shall set forth: 1. The name of the corporation, which shall be the existing name of said corporation at the time of such renewal. 2. The name of the city, town or place within the county in which its principal office or place of business is located in this state. 3. The date when such renewal is to commence, which date shall be prior to the date of the expiration of the charter desired to be renewed, whether or not such renewal is to be perpetual, and, if not perpetual, the time for which such renewal is to continue. 4. That the corporation desiring to renew, and so renewing its charter, is duly organized and carrying on the business authorized by its existing charter, and desires to renew or continue its existence under and pursuant to and subject to the provisions of this act. 1209. Filing certificate and recording copy. SEC. 108. Such certificate for the renewal and continuance of the existence of any such corporation shall be filed in the office of the secretary of state, who shall furnish a certified copy of the same under his hand and seal of office; said certified copy shall be filed and recorded in the office of the clerk of the county in which the principal office of said corporation is located in this state, in a book kept for that purpose, or in the book provided for recording original articles pursuant to section 3 of this act; and said certificate or a certified copy thereof duly certified under the hand of the secretary of state and his seal of office, accompanied with the certificate of the clerk of the county wherein the same is recorded, under his hand and seal of his office, stating that it has been recorded, the record of the same in the office of the clerk aforesaid, or a copy of said record duly certified by the aforesaid clerk, shall be evidence in all courts of law and equity of this state. 1210. Renewal continues rights. SEC. 109. Any corporation now existing or hereafter incorporated desiring to renew, extend or continue its corporate existence, shall, upon complying with the provisions of sections 102-107 and 108 of this act, be, and continue for the time stated in its certificate of renewal, a corporation, and shall, in addition to the rights, privileges and immunities, conferred by its original charter, possess and enjoy all the benefits of this act, which are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this act imposed on such corporations. 1211. May own stock and bonds of other incorporations. SEC. 110. Any corporation organized under the laws of this state, whether created by this act, special act of legislature, or other general law, may guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of, the shares of the capital stock of or any bonds, securities or evidence of indebtedness created by any other corporation or corporations of this state, or any other state, country, nation or government, and while owner |