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Sec. 28. [Trustees a body politic.]—The said board of trustees and their successors in office shall be a body politic with perpetual succession, and they shall hold their offices for such terms and receive their appointments in such manner as shall be designated in the statement on record in the office of the county clerk, as hereinbefore provided

BRIDGE COMPANIES. SEC. 29. [How formed.]—Whenever any number of persons, not less than five, associate themselves together for the purpose of constructing a bridge over any of the streams of water in this state, ihey shall, under their hands and seals, make a certificate, specifying the amount of capital stock necessary, the amount of each share, the place where such bridge is to be built, and on what stream; and said certificate shall be knowledged, certified, and forwarded to the secretary of state, and by him recorded and copied ; and when so incorporated, they are hereby authorized to carry on the operations named in said certificate of incorporation, and by the name and style provided in such certificate shall be deemed a body corporate with succession, and they and their associ. ates, successors, and assigns shall have the same general corporate powers and be subject to all restrictions hereafter provided; but in all cases the banks on both sides of the stream where the said bridge is to be erected shall be owned by said company, or they shall obtain in writing the consent of the owner or owners of the banks where the said bridge is to be erected to erect the said bridge as aforesaid, unless the said banks at such point shall be in a public highway.

Sec. 30. [Opening books.]—The corporators herein named shall open the books of said company for subscription to the capital stock of said bridge, and so soon thereafter as ten per cent of the capital shall be subscribed, they shall call a meeting of the persons who have subscribed stock as aforesaid, and shall then and there proceed to elect five directors, who shall be stockholders in said company, who shall hold their offices as such directors for one year from and after said election, and until their successors are elected and qualified, one of whom shall be president, one treasurer, and one secretary, to be named on the tickets when voted for by the stockholders as aforesaid ; each stockholder shall be entitled to one vote for each and every share of stock he may own; and after the first election no stockholder shall be entitled to a greater number of votes than the number of shares he may have paid into the said company.

Sec. 31. [Treasurer to give bond.]—The treasurer of said company, before entering upon his duties of office, shall enter into a bond with good and sufficient security, to be approved by said board of directors, payable to the said company, conditioned for the faithful performance of all and singular the duties of his said office, and that he will well and truly account for and pay over to the said company

all

moneys and property that shall, from time to time, come into his hands by virtue of his said office, and that he will use due and proper diligence to collect all moneys and demands that from time to time shall be due and owing to the said company, which it shall be his duty by law to collect.

Sec. 32. [Duties of president.]—The president shall preside at all meetings when present and not otherwise incapacitated, in which case, or in case of his absence, the board of directors shall choose a president from among their number, who shall perform the duties of the president at such meeting, and perform such duties as may from time to time be pointed out by the by-laws and rules of said company.

SEC. 33. [Duties of secretary.]—The secretary shall keep a record of all meetings of the board of directors and other proceedings of said company, not required

SEC. 29. A company incorporated with the exclusivo privilege to establish and keep a ferry and wagon bridge der Oss a river, within a certain district, that stands by and silently permits other parties to construct a bridge within the same district, or acquiencing and consenting to the erection thereof, are estopped froin controverting, by injunction or otherwise, the right of the other parties to use and repair such bridge.

Sec. 30. As to the method of election, see Const., Art. XI, sec. 5. The bridge of a company having an exclu. sive franchise was destroyed, and a resolution passed not to build unless aided by subscriptions. F. Hubscribed. Afterwards the location of the bridge was changed about a mile away from the former location, to wbich F. did not alueut. Held, that he was not liable. 8 Neb. 103.

6 Neb. 18.

to be performed by any other officers of the said board of directors, and perform such other and further duties as may be assigned him from time to time by the rules and bylaws of the said company.'

SEC. 34. [By-laws.]—The said company shall have power, from time to time, at any regular meeting of the board of directors, to make, alter, and change such by-laws and rules for the government of the said company.

Sec. 35. [Rates of tolls.]—The company, previous to receiving any tolls upon said bridge, shall set up and keep in a conspicuous place, a board on said bridge, on which shall be written, painted, or printed, in a plain and legible manner, the rates of toll, which rates of toll shall have been prescribed by the district court of the proper county; and if any company shall demand or receive any greater rates of toll than the rate prescribed by said court, they shall be subject to a fine of ten dollars for each offense.

SEC. 36. [Compensation of officers.]—The compensation of the president and other officers of such company shall be regulated and fixed by the rules and by-laws of such company from time to time.

MANUFACTURING COMPANIES. SEC. 37. [How formed.]—Whenever any number of persons associate themselves together for the purpose of engaging in the business of manufacturing, they shall, under their hands and seals, make a certificate, specifying the amount of capital stock necessary, the amount of each share, the name of the place where such manufacturing es. tablishment shall be located, and the name and style by which such company shall be known; said certificate shall be acknowledged, certified, and forwarded to the secretary of state, and by him be recorded and copied ; and when so incorporated, they are hereby authorized to carry on the manufacturing operations named in said certificate of incor. poration, and by the name and style provided in said certificate, shall be deemed a body corporate with successsion, and they and their associates, successors, and assigns shall have the same general corporate powers as are conferred in this chapter upon bridge companies, and subject to all the restrictions hereafter provided.

Sec. 38. [Annual meeting-General powers.]— The annual meeting of the stockholders shall be held on the first Monday of January in each year, at which meeting the directors of the company shall be elected, and such other lawful business done as the stockholders shall deem necessary and proper; and should they fail to elect directors at the annual meeting, they shall. hold a special meeting at some subsequent time for that purpose, by giving thirty days notice thereof in some newspaper of general circulation in such county; the directors shall hold their offices until their successors are chosen and qualified, but no person shall be a director after ceasing to be a stockholder. Immediately after the election, the directors shall elect one of their number president of the corporation and may appoint such other officers and agents as they may deem proper to transact their business, and prescribe the amount of compensation to be allowed them for their services, and such officers, when required by the by-laws, shall give bonds to the satisfaction of the directors for the faithful discharge of the trust committed to them, and shall have power and are hereby authorized to make such rules, regulations, and by-laws as may be necessary for their government, not inconsistent with the constitution of this state. The directors shall have the general management of the affairs of the company, and may dispose of the residue of the capital stock at any time remaining unsubscribed, in such manner as the stockholders for the time being may prescribe, and may employ the capital and means of the company in such manufactures as they shall deem best for the company, and for the erection and maintenance of such machinery, dams, buildings, races, and water courses, subject always to the control of the stockholders, as may be necessary in the business of manufacturing, but for no other purposes than those connected with and pertaining to said business ; they shall cause a record to be kept of all stock subscribed and transferred, and all business transactions, and their books and

records shall at all reasonable times be open to the inspection of any and every stockholder; they shall also, when required, present to the stockholders reports, in writing, of the situation and the amount of business of the company, and declare and make such dividends of the profits from the business of the company, not reducing the capital stock while they have outstanding liabilities, as they shall deem expedient.

Sec. 39. [Subscription books.]—The persons named in the certificate of incorporation, or a majority of them, shall be commissioners to open the books for the subscription to the capital stock of said company, and at such times and places as they shall deem proper, and the said company are authorized to commence operations upon the subscription of ten per cent. of said stock.

RELIGIOUS AND OTHER SOCIETIES. SEC. 40. [Officers how elected.]-It shall be lawful for any religious sect or denomination, fire company, or any literary, scientific, or benevolent association (other than colleges, universities, academies, or seminaries) within this state to elect at a meeting of a majority of the members of any organized church, fire company, literary, scientific, or benevolent association as aforesaid, called for that purpose, any number of their members, not less than three, to serve as trustees or directors, and one member as clerk, who shall hold their offices during the pleasure of the society or association; Provided, That all religious bodies that have in their articles of association, constitution, by-laws, or discipline, provisions for the election of trustees or directors to hold property for the use and benefit of the membership and ministry thereof, may and are hereby authorized to elect such trustees or directors according to such provisions, and that a certificate of such election, signed by the president and clerk of such meeting or conference, shall be placed upon the records of the county in which said property may be situated ; And provided further, That this act shall also include and apply to, and provide for, the incorporation of any synod, conference, association, diocese, presbytery, or any other ecclesiastical body or court of any religious sect or denomination; comprising or extending over the whole state or any part thereof, and in every such case in which such body to be incorporated shall comprise or extend over more than one county in this state, the certificate of election of the trustees or directors shall also be filed in the office of the secretary of state and there recorded. [Amended 1889, chap. 59.]

Sec. 41. [Proceedings to be recorded in the county clerk's office.]—That the clerk so elected shall make a true record of the proceedings of such meeting provided for in this subdivision, so far as the same pertains to the organization of the body and the election of such trustees or directors, and certify and deliver a true copy of the same to the clerk of the county where such meeting shall be held, if said body shall not comprise or extend over more than such county, together with the name by which such church, fire company, association, or body shall thereafter desire to be known; and it shall be the duty of such county clerk, immediately upon the receipt of such certified statement, to record the same in a book of record to be kept by him, provided for that purpose at the expense of his county, for which service he may demand the sum of ten cents per hundred words ; and in case said body shall comprise and extend over more than one county, then such clerk shall deliver such certified copy of said proceedings and such name to the secretary of state of this state, who shall in like manner file and record the same in his office in a book provided for such purposes at the expense of the state; and from and after the making of such record by the county clerk or the secretary of state, as the case may be, the said trustees or directors and their associated members

, as such body, company, church, association, synod, conference, presbytery, diocese

, or other court, and their successors, shall be invested with the powers, privileges, and immunities incident to aggregate corporations, and a certified transcript of the record herein authorized to be made by county clerk or secretary of state shall be deemed and taken in all courts and places whatsoever in this state as prima facie evidence of the existence of such corporation. [Amended 1889, chap. 59.]

SEC. 42. [Power of trustees.]—The trustees or directors who may be

ap pointed under the provisions of this subdivision, and their successors in office, shall have perpetual succession by such name as may be designated, and by such name may be legally capable of contracting and prosecuting and defending suits, and shall have capacity to acquire, hold, enjoy, dispose of, and convey all property, real and personal, which they may acquire by purchase, donation, or otherwise, for the purpose of carry; ing out the intentions of such society or association, but they shall not acquire or hola property for any other purpose.

SEC. 43. [Officers.] -Such society or association, when incorporated, may elect such officers and make such rules and regulations as may be necessary and expedient for its own government and the management, of its fiscal and other affairs to effect their respective objects.

SEC. 44. [Vacancies.]—If said board of trustees or directors, as is provided for in this subdivision, shall be vacated, either in whole or in part, by death, resignation, or otherwise, such board of trustees or directors may be revived, or such vacancy or vacancies filled, in the manner pointed out in this subdivision for the original organization of said board, and a majority of said trustees or directors shall be a quorum for the transaction of business.

CEMETERY ASSOCIATIONS. SEC. 45. [How incorporated.] It shall be lawful for any number of persons, not less than five, who are residents of the county in which they desire to form themselves into an association, to form themselves into a cemetery association, and to elect any number of their members, not less than three, to serve as trustees, and one member as clerk, who shall continue in office during the pleasure of the society; all such elections shall take place at a meeting of a majority of the members of such association, and after notice for at least twenty days in a newspaper, or by posting at least three written notices at public places in the township.

SEC. 46. [Record of proceedings.]—The clerk, herein before authorized to be appointed, shall forthwith make out a true record of the proceedings of the meeting provided for by the preceding section, and certify and deliver the same to the clerk of the county in which such meeting shall be held, together with the name by which such association shall desire to be known; and it shall be the duty of each county clerk in this state, immediately upon the receipt of such certified statement, to record the same in a book by him provided for that purpose, at the expense of the county; and the clerk shall be entitled to the same fees for his services as he is entitled to demand for other similar services; and from and after the making of such record by the county clerk, the said trustees, and their associated members and successors, shall be invested with the

pow. ers, privileges, and immunities incident to aggregate corporations; and a certified transcript of the record, herein authorized to be made by the county clerk, shall be deemed and taken in all courts and places whatsoever within this state, as prima facie evidence of the existence of such cemetery association.

SEC. 47. [Powers of trustees.]—The trustees who may be appointed under the provisions of this subdivision shall have perpetual succession, and shall be capable in law of contracting, and prosecuting and defending suits at law and in equity; and, where suits shall be brought against said incorporation, mesne process against it may be served by leaving an attested copy thereof with one of the trustees, at least ten days before the return day thereof.

Sec. 48. [General powers.]—Such association may have power to prescribe the terms on which members may be admitted, the number of its trustees and other officers (subject to the limitations set forth in this subdivision), and the time and manner of their election and appointment, and the time and place of meeting for the trustees and for the association, and to pass all such other by-laws as may be necessary

SEC. 45. Cited 23 Neb. 425.

for the good government of such association, not inconsistent with this or any other statute of the state, nor in violation of the constitution.

SEC. 49. [Cemetery grounds.]-Such association shall be authorized to purchase or take, by gift or devise, and hold lands exempt from execution and from any appropriation to public purchasers, for the sole purpose of a cemetery, not exceeding three hundred and twenty (320) acres, which shall be exempt from taxation if used exclusively for burial purposes, and in no wise with a view to profit. After paying for such land, all the future receipts and income of such association, whether from the sale of lots, from donations, or otherwise, shall be applied exclusively to buying out, protecting, preserving, and embellishing the cemetery and the avenues leading thereto, and to the erection of such building or buildings, vault or vaults, as may be necessary for the cemetery purposes, and to paying the necessary expenses of the association. No debts shall be contracted in the anticipation of future receipts except for originally purchasing, laying out, inclosing, and embellishing the grounds and avenues and erecting buildings and vaults for which a debt or debts may be contracted, not exceeding thirty-five ($35,000) thousand dollars in the whole, to be paid out of future receipts; and such association shall have power to adopt such rules and regulations as they deem expedient for disposing of and conveying burial lots. [Amended 1885, chap. 22.]

Sec. 50. [Burial lots—Exemption.]—Burial lots sold by such association shall be for the sole purpose of interments, and shall be subject to the rules prescribed by the association, and shall be exempt from taxation, execution, attachment, or any other claim, lien, or process whatever, if used exclusively for burial purposes, and in no wize with a view to profit.

Sec. 51. [Plat of grounds.]—Such association shall cause a plat of their grounds, and of the lots by them laid out, to be made and recorded, such lots to be numbered by regular consecutive numbers, and shall have power to inclose, improve, and adorn the grounds and avenues, and erect buildings for the use of the association ; and to prescribe rules for the enclosing and adorning lots, and for erecting monuments in the cemetery; and to prohibit any use, division, improvement, or adornment of a lot which they may deem improper, and an annual exhibit shall be made of the affairs of the association.

Sec. 52. [Penalty for destruction of property.]-Any person who shall wilfully destroy, mutilate, deface, injure, or remove any tomb, monument, or gravestone, or other structure placed in any cemetery, or any fence, railing, or other work for the protection or crnament of a cemetery, or tomb, monument, or gravestone, or other structure aforesaid, or of any cemetery lot within a cemetery, or shall wilfully destroy, cut, break, or injure any tree, shrub, or plant, within the limits of a cemetery, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof before any court of competent jurisdiction, be punished by a fine of not less than five dollars nor more than five hundred dollars, and by imprisonment in the county jail for a term of not less than one day nor more than thirty days, according to the nature and aggravation of the offense; and such offender shall also be liable, in an action of trespass in the name of the association, to pay all such damages as have been occasioned by his unlawful act or acts, which money, when recovered, shall be applied to the reparation and restoration of the property destroyed or injured as above ; and in all prosecutions and suits under this chapter members of said association shall be competent witnesses.

Sec. 53. [Cemetery grounds exempt.]—Lands appropriated and set apart as burial grounds, either for public or private use, and so recorded in the county clerk's office of the county where such lands are situated, shall not be subject to sale on execution on any judgment to be hereafter recovered, to taxation, to dower, nor to compulsory partition.

GENERAL PROVISIONS. Sec. 54. (Companies now incorporated may accept provisions of this act.)—All companies now incorporated in this state, and actually doing busiDess, may accept any of the provisions of this chapter, and when so accepted, and a certified copy of their acceptance filed with the secretary of the state, that portion of their

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