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charters inconsistent with the provisions of this chapter is hereby repealed. All companies hereafter incorporated, or accepting the provisions of this chapter, except those named in the fortieth section of this chapter, are required to make and publish, in some newspaper of general circulation in the county where the principal office is located, an annual exhibit, showing a full, fair, and detailed statement of the condition of such company, which statement shall be verified by the oath of the president, secretary, and clerk.
SEC. 55. [Means to be devoted to object.]-No company or association incorporated under the provisions of this chapter shall employ its stock, means, assets, or other property, directly or indirectly, for any other purpose whatever than to accomplish the legitimate object of its creation.
SEC. 56. [Reduction of capital stock.]—The board of directors or trus tees of any company heretofore incorporated, or which may hereafter be formed under any law of this state, may, with the written consent of the persons in whose name a majority of the shares of the capital stock thereof shall stand on the books of said company, reduce the amount of the said capital stock, and the nominal value of all the shares thereof, and issue certificates therefor; Provided, That the rights of creditors shall not be affected or in any wise impaired by the reduction of the capital stock of any such corporation.
SEC. 57. [Extension of charters.]—Whenever any joint stock company hereafter incorporated for the purpose of erecting any public improvement in this state, whose charter may be limited as to the time of completion of said improvement, and when any such company has been legally organized, and has actually commenced and has in progress toward completion such public improvement, it shall be lawful for any such company to have further time allowed for the final completion of said work, as is hereinafter provided.
SEC. 58. [Decree of district court.]-Upon petition being filed by the directors of any corporation, in the district court of the county in which the principal office of such corporation is located, and upon giving thirty days notice, by publication in a newspaper of general circulation in said county, of the object and prayer of such petition, said court shall, at any regular term after the publication of said notice, upon good cause shown, decree the extension of the time for the completion of said improvement, to such period as shall appear to such court just and reasonable.
SEC. 59. [Failure to elect officers-Meetings.]-Whenever any company, association, or society heretofore or hereafter incorporated shall have failed to elect its officers at the time designated, it shall be lawful for any such company, association, or society to call a meeting and elect its officers, who shall hold the respective offices until the time specified for the annual or other fixed time for holding such election; and when any incorporated company heretofore organized, or that may be hereafter organized under the provisions of this chapter, shall have a specified time fixed for its annual meeting, a majority of the stockholders in interest may, at any regular annual meeting, change the time of the annual meeting thereof. [Amended 1869, 20.]
SEC. 60. [Sale of real estate.]-When any real estate shall have been or may hereafter be bequeathed, aliened, donated, or otherwise entrusted to any religious society in this state, or to any of the trustees or officers of any such society, and such society shall be desirous to sell, exchange, or encumber, by mortgage or otherwise, any such real estate, it shall be lawful for the district court of the proper county upon good cause shown upon petition of any such society, or some person authorized by them, to make an order authorizing the sale or encumbrance of any such real estate, and said court may include in such order directions how the proceeds of such sale or incumbrance shall be appropriated or invested; Provided, Such order shall in no case be in consistent with the original terms upon which such real estate became invested or intrusted to such religious society.
SEC. 61. [Parties to the proceeding.]-When any religious society shall
petition, as is provided for in the preceding section, all persons who may have a vested, contingent, or reversionary interest in the real estate sought to be sold or encumbered shall be made parties to said petition, and such parties shall be notified of such petition in the same manner as is or may be provided for in cases of petitions for partitions of real estate; Provided, That the provisions of this chapter shall not extend to any grounds used or occupied as burial places for the dead.
SEC. 62. [Dissolved corporation.]-Upon the dissolution, by the expiration of the term of its charter or otherwise, of any corporation now existing, or hereafter created, and unless other persons be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation, acting last before the time of its dissolution, by whatever name they may be known in law, and the survivors of them, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the same, collect and pay the outstanding debts, and divide among the stockholders the moneys and property that shall remain, in proportion to the stock of each stockholder paid up, after the payment of debts and necessary expenses; and the persons so constituted trustees shall have authority to sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands; and no suit against any such corporation shall abate in consequence of such dissolution, and said trustees may be made parties thereto by scire facias; and all liens of judgments and decrees of any courts of chancery, existing at the time of such dissolution, either in favor of or against such corporation, shall continue in force in the same manner as if such dissolution had not taken place; Provided, That in case of the death, resignation, inability, or refusal to act, of the directors or managers aforesaid, or the survivors thereof, the district court of the proper county may, on the application of any person interested, appoint trustees to fill the vacancy, with full power to perform the duties aforesaid.
SEC. 63. [Prosecution of actions.]-No suit or action, either at law or in chancery, pending in any court in favor of or against any banking or other corporation, shall be discontinued or abate by the dissolution of such corporation, whether such dissolution occur by the expiration of its charter or otherwise; but all such suits or actions may, in all courts of justice, be prosecuted by the creditors, assigns, receivers, or trustees, having the legal charge of the assets of such dissolved corporation, to final judgment or decree, in the corporate name of such dissolved corporation.
SEC. 64. [Enforcement of judgments.]-Upon all judgments and decrees in favor of or against any such corporation, whether such judgments or decrees exist at the time of the dissolution of such corporations or are obtained afterwards, in suits or actions pending at the time of such dissolution, execution may be had, and satisfaction or performance of the same be enforced by the creditors, assigns, receivers, or trustees having the legal charge of the assets of such dissolved corporation, in the corporate name of such dissolved corporation.
SEC. 65. [Title to real estate.]-The title of all real estate belonging to any such corporation shall, at the time of the dissolution of the same, pass to the trustees of such corporation, who shall have full power and authority to sell and dispose of any such real estate, in such manner and upon such terms as may be thought best for the interest of the creditors and stockholders, and upon any such sale to make a good and sufficient title therefor.
SEC. 66. [Trustees subject to control of court.]-The trustees of any such dissolved corporation shall be subject to the control of the court of chancery, and be liable to be sued by petition in chancery, on behalf of any person interested, on account of any neglect or omission of duty or abuse of trust; and in case of the removal of any such trustee by such court for an abuse of trust, such court shall have the power
and authority to appoint a suitable person to fill the vacancy; and any such trustee may for reasonable cause, upon the application of any creditor or stockholder, be required by the district court to give bond and security in such amount and subject to such conditions as the court may direct.
SEC. 67. [Suits after dissolution.]-Any corporation created by this chapter may, at any time after its dissolution, whether such dissolution occur by the expiration of its charter or otherwise, prosecute any suit at law or in equity, in and by the corporate name of such dissolved corporation, for the use of the party entitled to receive the proceeds of any such suit, upon any and all causes of action accrued, or which, but for such dissolution, would have accrued in favor of such corporation, in the same manner and with the like effect as if such corporation were not dissolved.
SEC. 68. [Dissolved corporation may be sued.]-Any such dissolved corporation may be sued at law or in equity, in and by its corporate name, for or upon any cause of action accrued, or which, but for such dissolution, would have accrued against such corporation in the same manner and with the like effect as if such corporation were not dissolved, and all process by which any suit, either at law or in equity, may be instituted against any such dissolved corporation, may be served by the sheriff or any other proper officer, by delivering to any one of the assignees, trustees, receivers, or persons having charge of the assets of such dissolved corporation, a copy thereof, or by leaving such copy at the residence of any such assignee, trustee, receiver, or person having charge of such assets.
SEC. 69. [Revivor.]—Judgments and decrees in favor of or against any such dissolved corporation, whether such judgments and decrees were rendered before or after such dissolution, and which have heretofore or may at any time hereafter become dormant, may be revived in favor of or against such dissolved corporation, as the case may be, in and by the corporate name of such dissolved corporation, in the same manner and with the like effect as if such corporation were not dissolved; and in all cases of judgments or decrees against any such corporation the writ of scire facias, or other proper process, shall be served in the manner prescribed in the preceding section for the process in suits against dissolved corporations.
SEC. 70. [Errors.]-Writs of error upon judgments at law may be sued out, and bills of review in chancery may be exhibited, in favor of or against any such dissolved corporation, and by its corporate name in the same manner and with the like effect as if such corporation were not dissolved, and process thereon against any such dissolved corporation shall be served in the manner prescribed in this subdivision.
SEC. 71. [Construction of chapter.]-Nothing in this chapter contained shall at any time be construed as extending or reviving the charter of any banking or other corporation dissolved either by affluxion of time or otherwise, for any other purpose than that of judicial proceedings, in favor of or against the same.
SEC. 72. [How incorporated.]-Any number of natural persons, not less than five, may become a body corporate, with all the rights, privileges, and powers conferred by, and subject to all the restrictions of this subdivision.
SEC. 73. [Proceedings.]—Any number of persons as aforesaid, associating to form a company for the purpose of constructing a railroad, shall, under their hands, make a certificate, which shall specify as follows: First-The name assumed by such company and by which it shall be known. Second-The names of the places of the termini of said road, and the county or counties through which said road shall pass. Third-The amount of capital stock necessary to construct such road. Such certificate shall be acknowledged before a notary public, and certified by the clerk of the district court in the same manner as is provided for the conveyance of real estate, and shall be forwarded to the secretary of state, who shall record and carefully preserve the same in his office; and a copy thereof duly certified by said secretary, under the seal of the state, shall be prima facie evidence of the existence of such corporation.
SEC. 74. [When corporation deemed organized.]—When the foregoing provisions have been complied with, the persons named as corporators in said certificate are hereby authorized to carry into effect the objects named in such certificate in accordance with the provisions of this subdivision, and they and their associates, successors, and assigns, by the name and style provided in said certificate, shall thereafter be deemed a body corporate, with succession, with power to sue and be sued, plead and be impleaded, defend and be defended, contract and be contracted with, acquire and convey at pleasure all such real and personal estate as may be necessary and convenient to carry into effect the objects of the corporation; to make and use a common seal, and the same to alter at pleasure, and to do all needful acts to carry into effect the objects for which it was created. And such company shall possess all the powers and be subject to all the rules and restrictions provided by this subdivision.
SEC. 75. [May construct railroad.] Such corporation shall be authorized and empowered to lay out, locate, construct, furnish, maintain, operate, and enjoy a railroad with single or double tracks, with such side tracks, turnouts, offices, and depots as shall be necessary, between the places of the termini of the said road, commencing at or within, and extending to or into any town, city or village, named as the termini of said road, and construct branches from the main line to other towns or places within the limits of this state. [Amended 1871, 104.]
SEC. 76. [Capital stock.]-The capital stock of such company shall be divided into shares of one hundred dollars each, and consist of such sum as may be named in the certificate; such shares shall be regarded as personal property, and shall be subject to sale or transfer, and to execution at law.
SEC. 77. [Installments.]-An installment of ten per cent. on each share of stock shall be payable at the time of making the subscription, and the residue thereof shall be paid in such installments and at such times and places as may be required by the directors of such company.
SEC. 78. [Collection of unpaid installments.]-If any installment of stock shall remain unpaid for sixty days after the time it may be required or specified in the call by order of the board of directors, whether the said stock is held by an assignee, transferee, or original subscriber, the same may be collected by action of debt, or the directors may, at their election, serve upon such stockholder, in case he shall be a resident of the state, thirty days notice in writing, that such installment has been due and unpaid for the term aforesaid, or in case such stockholder shall be a non-resident of this state, publish in some newspaper printed at the capital of this state, and of general circulation in this state, a like notice that such installment has been due and unpaid for the term aforesaid; and if the said installment shall not be paid, with all the charges and expenses incurred in the proceedings hereby prescribed, within ninety days after the service of notice or the last publication provided for as aforesaid, the said stock and all the right, title, an interest of the said assignee, transferee, or original subscriber therein shall, by virtue of such failure, and without further action by such company, become forfeited, and may be disposed of by said company as it sees proper.
SEC. 79. [Increase of capital stock.]-Whenever any railroad company heretofore incorporated or created, or incorporated under the provisions of this subdivision, shall, in the opinion of the directors thereof, require an increased amount of capital stock, they shall, when authorized by the holders of a majority of capital stock, file with the secretary of state a certificate setting forth the amount of such desired increase, and shall give public notice of such increase of the capital stock of such company by publishing the same for sixty days in a newspaper published in the county in which it maintains its public and principal office, and thereafter such company shall be entitled. to have such increased capital as is fixed by said certificate. [Amended 1879, 79.]
SEC. 80. [Opening subscription books-Election of directors.]The persons named in said certificate of incorporation, or any three of them, shall be
SEC. 50. For method of voting at such election, see Const., art. XI, sec. 5.
authorized to order books to be opened for receiving subscriptions to the capital stock of said company, at such time or times, and at such place or places as they may deem expedient, after having given at least thirty days notice in a newspaper published or generally circulated in one or more counties where books of subscription are to be opened, of the time and place of opening books; and so soon as ten per centum on the capital stock shall be subscribed, they may give like notice for the stockholders to meet at such time and place as they may designate, for the purpose of choosing seven directors, who shall continue in office until the time fixed for the annual election, and until their successors are chosen and qualified. At the time and place appointed, directors shall be chosen by ballot, by such of the stockholders as shall attend for that purpose, either in person or by lawful proxies. Each share shall entitle the owner to one vote, and a plurality of votes cast at such election shall be necessary for a choice; but after the first election for directors, no person shall vote on any share on which any installment is due and unpaid. The persons named in such certificate, or such of them as may be present, shall be inspectors of such election, and shall certify what persons are elected directors, and appoint the time and place for holding their first meeting. A majority of said directors shall form a board, and be competent to fill vacancies therein, make bylaws not inconsistent with the provisions of this subdivision or the laws of this state, and alter the same at pleasure, and transact all business of the corporation. A new election shall be annually held for directors, at such time and place as the stockholders at their first meeting shall determine, or as the by-laws of the corporation may require; and the directors chosen at any election shall, so soon thereafter as may be convenient, choose one of their number to be president, and shall appoint a secretary and treasurer of the corporation. The directors shall from time to time make such dividends of the profits of the said company as they may think proper, and the said by-laws and all alterations and revisions thereof shall be recorded and preserved in the office of the secretary of state, in the same manner as the certificate provided for in section seventy-three of this chapter.
SEC. 81. [Exercise of the right of eminent domain.]-Such corporation is authorized to enter upon any land for the purpose of examining and surveying its railroad line, and may take, hold, and appropriate so much real estate as may be necessary for the location, construction, and convenient use of its road, including all necessary grounds for stations, buildings, workshops, depots, machine-shops, switches, side-tracks turn-tables, and water-stations; all materials for the construction and repair of said road and its appurtenances; and a right of way over adjacent lands, sufficient enable such company to construct and repair its road, and a right to conduct water by aqueducts, and the right of making proper drains; Provided, That the lands held, taken, and appropriated, otherwise than by the consent of the owner, shall not exceed two hundred feet in width, except for wood and water stations, and depot grounds, unless where greater width is necessary for excavations, embankments, or depositing waste earth; Provided further, That no appropriation of private property, for the use of any corporation provided for in this subdivision, shall be made until full compensation therefor be first made or secured to the owners thereof.
SEC. 82. [Change of location and grade.]—Whenever any railroad company heretofore incorporated, or which may hereafter be incorporated, shall find it necessary, for the purpose of avoiding annoyance to public travel, or dangerous or difficult curves or grades, or unsafe or unsubstantial grounds or foundations, or for other reasonable causes, to change the grade or location of any portion of their road, whether heretofore made or hereafter to be made, such railroad companies shall be and are hereby authorized to make such changes of grade and location, not departing from their general route. And for the purpose of making any such change in the location and grades of any such roads as aforesaid, such company shall have all the rights, powers, and privileges to
SEC. 81. Purchase of side-tracks and depot grounds. 7 Neb. 37. Opinion of witness on needs of road not admissible. 13 Id. 362. See also 15 Neb. 367. Restriction on right of eminent domain stated. 23 Id. 468. Evidence of nee ssity of property for use of road. 241d.745. Law should be so construed as to do justice between the parties. 25 Id. 549.