proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises as right and justice may appear to the said district judge to require; provided, that the said judge may, if the case appear to require it, direct the district attorney of his district to exhibit one or more information or informations in the nature of a quo warranto in the premises.

SEC. 16. Upon the dissolution of any corporation, unless other persons shall be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of the debts and necessary expenses.

SEC. 17. 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, and shall have full power to settle the affairs of the corporation, 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.

SEC. 18. Upon the dissolution of any corporation, the district court of the county in which the corporation carries on its business, or has its principal place of business, on application of any creditor of the corporation, or of any stockholder or member thereof, may appoint one or more persons to be receivers or trustees of and for the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, and the power of such receivers may be continued as long as the court shall think necessary.

SEC. 19. The said court shall have jurisdiction of such appli cation, and of all questions arising in the proceedings thereon and may make such orders, injunctions and decrees thereon as justice shall require.

SEC. 20. When any judgment shall have been recovered

1

against any turnpike or other corporation authorized to receive toll, the franchises of such corporation, with all the rights and privileges thereof, together with all their corporate property, both real and personal, may be taken on execution and sold at public auction.

SEC. 21. The officer having such execution against any corporation mentioned in the preceding section, shall, thirty days at least before the day of sale of the franchise or other corporate personal property, give notice of the time and place of sale, by posting up a notice thereof in the county in which the clerk, treasurer, or any one of the directors of the corporation may dwell, and also by causing an advertisement of the sale, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of the aforesaid officers may dwell, if any such there be: and if no newspaper be published in any such county, then in the newspaper published nearest thereto.

SEC. 22. The officer who may levy any execution, as prescribed in the preceding section, may adjourn the sale from time to time, as may be necessary, until the same shall be completed.

SEC. 23. In the sale of any franchise of any corporation, the person who shall satisfy the execution, with all legal fees and expenses thereon, and shall agree to take such franchise for the shortest period of time, and to receive during that time, all such tolls as the said corporation would by law be entitled to demand, shall be considered the highest bidder.

SEC. 24. The officer's return on such cxecution, shall transfer to the purchaser all the privileges and immunities which by law belonged to the corporation so far as relates to the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser, possession of all the toll-houses and gates belonging to such corporation, in whatever county the same may be situated, and the purchaser may thereupon demand and receive all the toll which may accrue during the time limited by the terms of his purchase, in the same manner and under the same regulations as such corporation was before authorized to demand and receive the same.

SEC. 25. Any person who may have purchased, or shall here

after purchase, under the provisions of this chapter, the franchise of any turnpike or other corporation, and the assignees of such purchase may recover any penalties imposed by law for an injury to the franchise, or for any other cause, and which such corporation would have been entitled to recover during the time limited in the said purchase of the franchise, and during that time the corporation shall not be entitled to prosecute for such penalties.

SEC. 26. The corporation whose franchise shall have been sold as aforesaid, shall, in all other respects, retain the same powers, and be bound to the discharge of the same duties, and liable to the same penalties and forfeitures as before such sale.

SEC. 27. Such corporation may, at any time within one year after such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with ten per cent. interest thereon, but without any allowance for the toll which he may have received; and, upon such payment or tender, the said franchise and all the rights and privileges thereof, shall revert and belong to said corporation, as if no such sale had been made.

SEC. 28. All the proceedings aforesaid respecting the levy of executions, may be had in any county in which either the creditor, or the president, or any director, or the treasurer, or the clerk of the corporation may reside, or in which the corporation has personal or real estate.

SEC. 29. It shall be the duty of the attorney-general or district attorney, whenever, and as often as shall be required by the governor, to examine into the affairs and condition of any corporation in this state, and report such examination in writing, together with a detailed statement of facts to the governor, who shall lay the same before the legislature; and, for that purpose, the said attorney-general or district attorney shall have power to administer all necessary oaths to the directors and officers of any corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the books, papers and documents belonging to such corporation, or appertaining to its affairs and condition; and the legislature, or either branch thereof, shall have full power to examine into the affairs and condition of any corporation in this state at all times; and, for that purpose, any committee appointed by the legislature, or

either branch thereof, shall have full power to administer all necessary oaths to the directors, officers and stockholders of such corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the safes, books, papers and documents belonging to such corporation, or pertain ing to its affairs and condition, and to compel the production of all keys, books, papers and documents, by summary process, to be issued on application to any court of record, or any judge thereof, under such rules and regulations as the said court may prescribe.

SEC. 30. The legislature may, at any time, amend or repeal this act, and dissolve all corporations created under it; but such amendment or repeal shall not, nor shall the dissolution of any such corporation, take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.

SEC. 31. Any corporation wishing to dissolve and disincorporate itself, shall present a petition to the county judge of the county in which the meetings of the stockholders are usually held, accompanied by a certificate, signed by its proper officers, and setting forth that, at a general or special meeting of the stockholders, called for that purpose, it was decided, by a vote of twothirds of the stockholders, to disincorporate and dissolve the incorporation. The clerk shall enter such petition and certificate of record, and the judge shall, after thirty days' notice by publication in some newspaper published in the county, and if there are none such, then by advertisements, posted up in the principal public places in the county, proceed to consider the same; and, if the judge shall be of opinion that such incorporation has taken the necessary preliminary steps, and obtained the necessary vote to dissolve itself, and that all claims against the incorporation are discharged, he shall declare such incorporation dissolved.

SEC. 32. Each stockholder of any corporation shall be individually and personally liable for a portion of all its debts and liabilities, proportioned to the amount of stock owned by him.

CORPORATIONS FOR MANUFACTURING, MINING, COMMERCIAL AND OTHER

PURPOSES.1

Corporations for manufacturing, mining, mechanical, wharfing and dockage, chemical, or agricultural purposes, or for the purpose of engaging in any species of trade or commerce, foreign or domestic, may be formed according to the provisions of this act; such corporations and members thereof being subject to all the conditions and liabilities herein imposed, and to none others: Provided, that nothing in this section shall be so construed as to authorize a company formed under it, to own or hold possession of more than fourteen hundred and forty acres of land, or to authorize an individual member of such company or association, in his corporate capacity, to hold, own, or possess a number of acres to exceed eighty; and provided, further, that no corporations formed under the provisions of the act of April fourteenth, one thousand eight hundred and fifty-three, except those formed for agricultural purposes, shall own or hold possession of more real estate than shall be actually necessary for the prosecution of the business for which it was incorporated; and provided, further, that no corporations, formed for agricultural purposes shall be allowed to hold any mineral lands under the provisions of this act.'

Any three or more persons who may desire to form a company for any one or more of the purposes specified in the preceding section, may make, sign, and acknowledge before some officer competent to take the acknowledgment of deeds, and file, in the office of the county clerk of the county in which the principal place of business of the company is intended to be located, and a certified copy thereof under the hand of the clerk and seal of the county court of said county, in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the company, the objects for which the company shall be formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares of which the stock shall consist, the number of trustees and their names, who shall manage the concerns of the company for the

1 Wood's Dig. p. 119; Amended Laws, 1858 and 1859.

* Laws 1858, p. 188.