articles and copies of said articles and of the records of such approval or of such consent, and accompanied by lists of the stockholders of such corporation, and the number of shares held by each, duly certified by the respective presidents and secretaries with the respective corporate seals affixed, shall be filed for record in the office of the secre tary of state of this state before any such consolidation shall have any validity or effect. Upon filing for record in the office of the secretary of state of the copies of said articles of such consolidation, and of such record of approval or consent, the companies so consolidating shall become one corporation, and the said consolidating corporations shall become merged in the new corporation provided for in said articles, and shall be known thereafter by the corporate name therein adopted, and shall within this state possess all the powers, franchises, and immunities, including the right of further consolidation with other corporations under this section, and be subject to the same liabilities and restrictions imposed by the laws of this state upon other railroad companies, and shall in addition possess such powers, franchises, and immunities, and be liable to such special restrictions and liabilities, as the said consolidated corporations were within this state possessed of or subject to under any laws of this state peculiarly applicable to them or either of them at the time of such consolidation. [Amended March 1. Took effect June 1, 1881.]

SEC. 115. [Extension into other states.]-Every railroad company heretofore organized, or which may be hereafter organized under this subdivision, or which may accept the same as is hereinbefore provided, is hereby empowered to extend their road into or through any other state or territory, under such regulations as may be prescribed by the laws of such state or territory through which said road may be extended; and the rights and privileges over said extension, in the construction and use of said railroad for the benefit of said company, and controlling and applying the assets of said company, shall be the same as if their railroads had been constructed wholly within this

state.

SEC. 116. [Contracts with roads in other states.]-Every railroad company heretofore organized, or which may be hereafter organized under this subdivision, or which may accept the same as is hereinbefore provided, and which may have constructed or commenced the construction of their road so as to meet and connect with any other railroad in an adjoining state or territory, at the boundary line of this state, shall have the power to make such contracts and agreements with any such roads constructed in an adjoining state or territory for the transportation of freight and passengers, or for the use of its said road, as to the board of directors may seem proper.

SEC. 117. [Mortgages, etc.]-Every railroad company shall have power and is hereby authorized to mortgage or execute deeds of trust of the whole or any part of their property and franchises, including any lands or other property granted to said company by the United States, to secure money borrowed by them for the construction and equipment of their roads, and may issue their corporate bonds in sums not less than five hundred dollars-secured by said mortgages or deeds of trust-payable to bearer or otherwise, and, if payable to bearer, negotiable by delivery, bearing interest at a rate not to exceed ten per cent. per annum, and convertible into stock, or not, as shall be plainly expressed on the face of each and every bond so issued by said company, and may sell them at such rates or prices as they may deem proper; and if said bonds should be sold below their nominal or par value, they shall be valid aud binding upon the company, and no plea of usury shall be put in or allowed by said company upon any suit or proceedings upon the same. The principal and interest on said bonds, or either of them, may be made payable within or without this state.

SEC. 118. [Lien of mortgage.]—Any mortgage or deed of trust made upon the lands, roads, or other property of any railroad company shall bind and be a valid lien upon all the property mentioned in such deed or mortgage, including rolling stock; and the purchaser under foreclosure of mortgage or trust deed shall have and enjoy all the rights of a purchaser on execution sale; Provided, That nothing contained in this

subdivision shall be so construed as in any manner to interfere with, change, or modify the rights of this state, or of the United States, to any lands granted by congress to this state or to said companies, or to transfer any right in said lands, otherwise than as subject to all the conditions imposed by the grant made by the United States.

SEC. 119. [Same.]-Said mortgages ordeeds of trust may by their terms include and cover not only the property of the companies making them at the time of their date, but property both real and personal which may thereafter be acquired by them, together with all the material and property necessary for the use and operation of said road, and shall be as valid and effectual as if the property were in possession at the time of the execution thereof.

SEC. 120. [Record.]—Said mortgages or deeds of trust shall be recorded in the office of the register of deeds of each organized county through which said road mortgaged or deeded may run in this state, or wherever it may hold lands included in said mortgages or deeds of trust, and shall be notice to all the world of the rights of all parties under the same; and for this purpose, and to secure the rights of mortgagees or parties interested under deeds of trust so executed and recorded, the rolling stock, personal property, and material necessary for operating the road of said company, belonging to said road, and appertaining thereto, shall be deemed a part of the road, and said mortgages and deeds so recorded shall have the same effect, both as to notice and otherwise, as to the real estate covered by them. [Amended 1887, chap. 30.]

SEC. 121. [Regular trains.]-Every such railroad corporation shall start and run their cars for the transportation of passengers and property at regular times, to be fixed by public notice, and shall furnish sufficient accommodations for the transportation of passengers and freight, and shall take, transport, and discharge all passengers to and from such stations as the trains stop at, from or to all places and stations upon their said road, on the due payment of fare or freight bill.

SEC. 122. [Damages.]-In case of the refusal, by such corporation or their agents, to take and transport any passenger or property, or to deliver the same or either of them, under the laws, rules, and usages that regulate common carriers, such corporation shall pay to the party aggrieved all damages which shall be sustained thereby, with cost of suit.

CORPORATIONS.

SEC. 123. [Object.]-Any number of persons may be associated and incorporated for the transaction of any lawful business, including the construction of canals, railways, bridges, and other works of internal improvement.

SEC. 124. [Corporate powers.]-Every corporation, as such, has power: First -To have succession by its corporate name. Second-To sue and be sued, to complain and defend in courts of law and equity. Third-To make and use a common seal, and alter the same at pleasure. Fourth-To hold personal estate, and all such real estate as may be necessary for the legitimate business of the corporation. Fifth-To render the interest of the stockholders transferable. Sirth-To appoint such subordinate office.s and agents as the business of the corporation shall require, and to allow them a suitable compensation therefor. Seventh-To make by-laws, not inconsistent with any existing law, for the management of its affairs.

SEC. 121. Application of this section limited to establish depots. 17 Neb. 655.

SEC. 123. Statutes and articles together constitute charter. 5 Id. 74; 8 Id. 118. Charter and franchise. 4 Neb. 419; 7 Id. 177; 10 Id. 164. Powers of corporation are such only as statutes confer; enumeration of powers in the charter implies exclusion of all others. 24 Neb. 163. Proceeding to dissolve or declare forfeiture of charter and franchise; corporation only necessary party defendant. 24 Neb. 156. Filing articles a condition precedent to exercise of corporate franchise, 4 Id. 421. Sections 124, 127, only define general powers which may be exercised when legally organized. 5 Id. 71. Repeated acts of misuser or non-user constitute a just ground for forfeiture of franchise. 11 Id. 356. General denial to suit by, does not put in issue corporate character. 8 Id. 455. Want of capacity to take title to real estate caunot be set up by vendee. 11 Id. 194. Conveyance and contracts. 1 Neb. 439, 473; 4 Id. 42;; 7 Id. 173; 11 Id. 294; 12 Id. 459; 16 Neb. 51. Foreign corporations having no property of debtor in this state, nor owing money to him payable therein, not subject to garnishment. 19 Neb. 182. Liability. Act of officers and servants. 8 Neb. 223. 16 Neb. 205. Acts of agents. 1 Neb. 358. Not bound by acts of members when government is vested in directors. 1 Neb. 161. Nor by acts of individual members. 5 Id. 321. Stockholders. Liability. 4 Neb. 397, 560. 12 Neb. 636. Subscriptions to stock. 5 Neb. 66, 79. 4 Id. 259. 8 Id. 104. 16 Id. 1. Can only be organized for lawful purpose, not if a monopoly or "trust." 46 N. W. R. 155.

SEC. 125. [Powers vest in every corporation.]-The powers, enumerated in the preceding section shall vest in every corporation in this state, whether the same be formed without or by legislative enactment, although they may not be specified in its charter, or as articles of association.

SEC. 126. [Articles of incorporation.]—Every corporation, previous to the commencement of any business, except its own organization, when the same is not formed by legislative enactment, must adopt articles of incorporation, and have them recorded in the office of the county clerk of the county or counties in which the business is to be transacted, in a book kept for that purpose.

SEC. 127. [Copy filed with secretary of state.]-Corporations for the construction of works of internal improvement must also file in the office of the secretary of state a copy of their articles of association, and the same shall be recorded in a book kept for that purpose.

SEC. 128. [Indebtedness.]-The articles of incorporation must fix the hist amount of indebtedness or liability to which the corporation shall, at any one time, be subject, which must in no case exceed two-thirds of the capital stock; Provided, however, That the above limitation shall not apply to debts for the risks of insurance companies, deposits in banks, and the notes, bonds, or debentures of any loan or trust company, organized under the provisions of this chapter, where the payment of such notes, bonds, or debentures shall be secured by the actual transfer of real estate, by trust deed, or mortgage, for the payment of such notes, bonds, or debentures, which said real estate so transferred shall be of twice the value of the par value of such notes, bonds, or debentures; Provided further, That said limitation shall not apply to any loan or trust company's guarantee for the payment after transfer of any notes, bonds, or debentures, where the same is secured by trust deed, or mortgage as above stated. [1869, 79. Amended and took effect March 1, 1887. Laws 1887, Chap. 17.]

SEC. 129. [Corporate powers cease.]-If any corporation hereafter created by the legislature shall not organize within one year after its incorporation, its corporate powers shall cease.

SEC. 130. [Notice.]-Notice must be published in some newspaper near the principal place of business, for four weeks.

SEC. 131. [Contents.]-Such notice shall contain: First-The name of the corporation. Second-The principal place of transacting its business. Third-The general nature of the business to be transacted. Fourth-The amount of capital stock authorized, and the time and conditions on which it is to be paid in. Fifth-The time of commencement and termination of the corporation. Sixth-The highest amount of indebtedness or liability to which the corporation is at any time to subject itself. Seventh-By what officers the affairs of the corporation are to be conducted.

SEC. 132. [Time of commencing business.]—Any corporation formed without legislative enactment may commence business as soon as its articles of incorporation are filed by the county clerks of the counties, as required by this subdivision, and shall be valid if a copy of its articles be filed in the office of the secretary of state, and the notice required be published within four months from the time of filing such articles in the clerk's office.

SEC. 133. [Change.]-Every change in any of the above matters shall be recorded and published in the same manner as the original articles are required by law.

SEC. 134. [Dissolution.]—No corporation can be dissolved by the members thereof except by consent of two-thirds of all its members, which consent must be entered on its records, unless a different rule has been adopted in its articles of incorporation.

SEC. 128. Construed. 4 Neb. 421, 562. The provisions of this section and section 132 do not dispense with a subscription of all the capital stock when the charter makes such subscription a condition precedent to be performed prior to commencing operations. 5 Neb. 74.

SEC. 132. The filing of the articles with the clerk is a condition precedent to the exercise of any corporate franchise. 4 Neb. 422. The law and the articles so filed taken together constitute the charter of the company. Id. 5 Neb. 74. See note to sec. 126.

SEC. 135. [Posting by-laws.]-A copy of the by-laws of the corporation, and the names of all the officers appended thereto, must be posted in some conspicuous place, at the places of doing business, subject to public inspection.

SEC. 136. [Notice of indebtedness.]-Every corporation hereafter created shall give notice annually, in some newspaper printed in the county or counties in which the business is transacted, and in case there is no newspaper printed therein, then in the nearest paper in the state, of the amount of all the existing debts of the corporation, which notice shall be signed by the president and a majority of the directors; and if any corporation shall fail to do so after the assets of the corporation are first exhausted then all the stockholders of the corporation shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be contracted before such notice is given to the extent of the unpaid subscription of any stockholder to the capital stock of such corporation, and in addition thereto the amount of capital stock owned by such individuals. [Amended 1891, chap. 13.]

SEC. 137. [Conveyances.]-It shall be lawful for any corporation to convey lands by deed, sealed by the common seal of said corporation, and signed by the presi dent or presiding officer of the board of directors of the corporation; and such deed, when acknowledged by such officer to be an act of the corporation, or proved in the usual form prescribed for other conveyances for lands, shall be recorded in the clerk's office of the county in which the lands lie, in like manner as other deeds.

SEC. 138. [Arrears of dues.]-All corporations may sue for and recover from their respective members, in any court of competent jurisdiction, all arrears or other debts due, or other demands which now are or hereafter may be owing to them, in like manner as they might sue for and recover the same from any indifferent person who might be a member, any law, usage, or custom to the contrary notwithstanding.

SEC. 139. [Liability of stockholders.]-If any corporation fail to comply substantially with the provisions of this subdivision, in relation to giving notice, and other requisitions of organization, after the assets of corporation are first exhausted, then the property of any stockholder shall be liable for the corporate debts to the extent of the unpaid subscription of any stockholder to the capital stock of such corporation, and in addition thereto, the amount of capital stock owned by such individual. [Amended 1891, chap. 13.]

SEC. 139 a. [Effect of act.]—Whereas an emergency exists, this act shall take effect from and after its passage and approval, and shall be held and taken to apply in any case now pending or hereafter brought in any court in this state. [An act to amend sections 136 and 139, chapter 16, Compiled Statutes. Took effect April 6, 1891. 1891, chap. 13, § 4.]

SEC. 140. [Deception as to means-Penalties.]-If any deception be practiced by any corporation upon the public or individuals, in relation to its means or liabilities, all those engaged in such deception shall be liable to a fine not exceeding five hundred dollars; and any person injured by such deception may recover double the amount of damages he may have sustained by rerson of the same, in any court having jurisdiction of the amount claimed.

SEC. 141. [Insolvent corporation.]—A division of the funds of a corporation, for other purposes than those mentioned in the act granting the charter and the payment of dividends, which have insufficient funds to meet the liabilities of the corpotion, shall be deemed a violation of the provisions of this subdivision, and subject those engaged therein to the penalties herein prescribed.

SEC. 136. This section applies to railroad corporations. 4 Neb. 560. The liability created by this section only applies to debts contracted during the time the officers are in default in publishing the notice required. & Neb. 118. The officers may be compelled by mandamus to make and publish the statement. Id. 119. See also 10 Neb. 600. Debts do not include damages for torts. 11 Neb. 244. See 12 Neb. 629. Action not barred in one year. 29 Neb. - 45 N. W. R. 923. 47 Id. 208.

SEC. 138. When the subscription, contract, or charter specially nxes the capital stock at a certain amount, the capital so fixed must be fully subscribed before an action will lie against a subscriber to recover assessments levied on his shares, unless there is a clear provision to proceed with a less subscription, or a waiver of the condition precedent. 5 Neb. 74. See also Const., art. XI, "Miscellaneous Corporations," sec. 4, ante p. 34.

SEO. 139. Bee note to sec. 112. See note to sec. 136.

SEC. 142. [Forfeiture.]—Any violation of the provisions of this subdivision shall cause a forfeiture of all the privileges conferred by the same, and the court may proceed to close the affairs of the corporation by an information for that purpose.

SEC. 143. [Closing business.]-Corporations whose charters expire by their own limitation, or by the voluntary acts of the stockholders, may continue to act for the purpose of closing their business, but for no other purpose.

SEC. 144. [Want of legal organization, no defense.]-No body of men acting as a corporation under the provisions of this subdivision shall be permitted to set up the want of legal organization as a defense to any action brought against them as a corporation; nor shall any person sued on a contract made with such corporation, or for an injury to the property of such corporation, be permitted to set up the want of legal organization in defense of such action.

HOMESTEAD ASSOCIATIONS.

SEC. 145. [How formed.]-Any number of persons not less than five may as sociate themselves together and become a corporation as provided in chapter twenty-five of the revised statutes, commencing at section 123 of said chapter under the title of "Corporations," for the purpose of raising moneys to be loaned among the members of such corporation, for use in buying lots or houses, or in building or repairing or removing incumbrances from houses; and such corporation shall be authorized and empow ered to levy, assess, and collect from its members such sums of money, by rates of stated dues, fines, interest on loans advanced, and premiums bid by members for the right of precedence in taking loans, as the corporation, by its by-laws, shall adopt; also to acquire, hold, encumber, and convey all such real estate and personal property as may be legitimately pledged to it on such loans, or may otherwise be transferred to it in the due course of its business; Provided, That the dues, fines, and premiums so paid by members of such corporation, although in excess of twelve per cent. per annum, on loans taken by them, shall not be construed to make the loans so taken usurious; And provided, also, That no person shall hold more than ten shares in any such association in his own right, each share not to exceed two hundred dollars. [G. S. § 1, 207.]

SEC. 146. [Liability of stockholders.]-All stockholders of any such association shall be deemed and held liable to any amount equal to their stock subscribed, or by them at any time held in addition to said stock, for the purpose of securing the creditors of said association. [Id. § 2.]

SEC. 147. [Loans heretofore made.]-All contracts and loans made by any corporation or association already formed and now in existence in this state, under and by virtue of said chapter twenty-five of the revised statutes, to and with any member of said corporation or association, and not inconsistent with the laws of this state, nor anything in this act contained, are hereby declared to be legal and binding contracts between said corporation or association and the members thereof so contracting; and the securities given by said members upon said contract or loan to said corporation or association, for the security of any loan, fine, or forfeiture, according to the terms and conditions of said security or contract, therein referred to, and not inconsistent with any law of this state or in this act contained, is hereby declared to be a legal, valid, and binding security, and contract in law in the hands of said corporation or association and with the party making the same, notwithstanding a greater rate of interest than twelve per cent. per annum may have been contracted for or reserved in said contract. [Id. § 3.] SEC. 148. [Usury.]-That in all corporations or associations now formed and in existence in this state, and doing business in this state, which said corporation or asso

SEC. 144. Cited 22 Neb. 576.

SECS. 145-148. "An act to enable associations of persons for raising funds to be loaned among their members for building them homesteads and other purposes, to become bodies corporate." G. S. 207. Took effect Feb. 18 1873. SEC. 146. Such associations have no authority to charge and receive interest on loans made, to exceed the maximum rate allowed by law, and all loan contracts made in excess of such rates are usurious. 7 Neb. 177, 181. SEC. 147. The act has no retroactive operation. 7 Neb. 180.