first three months, and the names of the city, or town and county, in which the principal place of business of the company is to be located.

This section stands as amended by the act of 1859, which also provides that corporations heretofore formed by filing a certified copy in the office of secretary of state, are valid.'

A copy of any certificate of incorporation, filed in pursuance of this act, and certified by the county clerk of the county in which it is filed, or by his deputy, or by the secretary of state, shall be received in all the courts and places as presumptive evidence of the facts therein stated.'

When the certificate shall have been filed, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in the certificate, and by their corporate name have succession for the period limited.'

The total amount of the debts of the corporation shall not at any time exceed the amount of the capital stock actually paid in; and in case of any excess, the trustees, under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the board of trustees at the time, and except those not present when the same did happen, shall, in their individual and private capacities, be liable jointly and severally, to the said corporation, and in the event of its dissolution, to any of the creditors thereof, for the full amount of such excess."

No corporation organized under this act, shall, by any impli cation or construction, be deemed to possess the power of issuing bills, notes, or other evidences of debt for circulation as money.'

Each stockholder shall be individually and personally liable for his proportion of all the debts and liabilities of the company, contracted or incurred during the time that he was a stockholder. For the recovery of which, joint or several actions may be instituted and prosecuted.'

No person holding stock as executor, administrator, guardian, or trustee, or holding it as collateral security, or in pledge, shall be personally subject to any liability as a stockholder of the

company; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and the estate and funds in the hands of the executor, administrator, guardian, or trustee, shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been, if he had been living and competent to act and hold the stock in his own name.'

Corporations formed under this act [act of 1853] and the members thereof, shall not be subject to the conditions and liabilities contained in an act entittled " An Act concerning Corporations," passed April twenty-second, one thousand eight hundred and fifty,' [quoted above, at the beginning of STATUTORY PROVISIONS.] See further statutory provisions, collected in Wood's Digest, pages 119 to 124.

It shall be lawful for all churches, congregations, religious, moral, beneficial, literary or scientific associations or societies, by such rules or methods as their rules, regulations or discipline may direct, to appoint or elect any number, not less than three nor more than fifteen, as trustees or directors, to take charge of the estate and property belonging thereto, and to transact all affairs relative to the temporalities thereof."

Upon the appointment or election of such trustees or directors, a certificate of such appointment or election shall be executed by the person or persons making the appointment, or the judges holding the election, stating the names of the trustees or directors. The name by which the said trustees shall thereafter forever be called and known shall be particularly mentioned and specified.'

Such certificate shall be acknowledged by the persons making the same, or proved by a subscribing witness thereto, before some officer authorized to take acknowledgment of deeds, and recorded, together with the certificate of such acknowledgment or proof, by the clerk of the county within which such church, congregation, religious, moral, beneficial, literary, or scientific society or association shall be situated."

Such trustees or directors may have a common seal, and may alter the same at pleasure; they may take into their possession and custody all the temporalities of such corporation, whether the same shall consist of real or personal estate, and whether given, granted or devised, directly or indirectly, to such society or association, or to any person or persons for their use; they may sue and be sued; may recover and hold all the debts, demands, rights and privileges, all churches, burying-places, halls, school-houses, hospitals or other buildings, all the estates and appurtenances, belonging to such association or society; they may have, lease and improve the same, erect all houses or buildings that are necessary to carry out the objects of the society or association, and perform all duties imposed on them by the regulations, rules or discipline of such organization.'

It shall be lawful for the district court within and for the county in which any such corporation shall have been constituted, on the application of such corporation, and on its satisfactorily appearing to said court by competent proof, by affidavit or otherwise, that due notice, by personal service or by publication in some newspaper as the said court or judge thereof shall direct, has been given to all persons interested in the matter, and that it will be to the benefit, interest and advantage of such church, congregation, religious, moral, beneficial, literary or scientific association or society, to make an order for the sale or mortgage of any real estate belonging to such corporation, or for the confirmation of any contract under which a valid lien may attach to said property; and it shall be lawful for any member of such church, congregation, association or society, to oppose, by affidavit or otherwise, the granting of such order; and it shall be lawful for said court at the time of making such order directing the execution of a mortgage, also to make a further order allowing such corporation to make and deliver with such mortgage, a bond or promissory note, under the corporate seal and in the corporate name of such corporation, as evidence of the indebtedness to secure which such mortgage is directed to be made; and it shall be the duty of said court, when granting such order or orders, to direct therein the application of the moneys arising

1 Wood's Dig. art. 75–78.

from such sale or procured under such contract or upon such security as it shall be made to appear to said court would be for the interest and advantage of such church, congregation or association or society.'

Every corporation of the character aforesaid, heretofore incorporated, in pursuance of law, and not since dissolved, shall be and is hereby established and confirmed; and in case of the dissolution of any such corporation, or any corporation hereafter to be formed in pursuance of the provisions of this chapter, for any cause whatever, the same may be incorporated under the provisions of this chapter, at any time within six years after such dissolution, and thereupon all the estate, real and personal, formerly belonging to the same, and not lawfully disposed of, shall vest in such corporation, as if there had been no such dissolution."

All lands, tenements and hereditaments, that have been or may hereafter be lawfully conveyed by devise, gift, grant, purchase or otherwise, to any persons, as trustees in trust for the use of any such organization, shall descend, with the improvements, in perpetual succession to, and shall be held by such trustees, in trust for such organizations, provided the amount of real estate held by such society shall never exceed the amount named in the following section."

The real estate held by the trustees in trust for such organization, shall in no case exceed four whole lots in a town or city, or twenty acres in the country; nor shall the annual income of such real and personal property, held in trust by them, exceed the sum of twenty thousand dollars; provided, that the grand lodge of the ancient order of free and accepted masons in this state, or any subordinate lodge thereof, may acquire and hold such property, real and personal, as may be deemed necessary by the proper authorities thereof, to carry out the charitable purposes of said grand lodge, or subordinate lodges, or for the establishment and endowment of a college, school or schools in said state, and for the necessary use and ceremonies of said order, and may sue and be sued, and shall have such other general powers as are granted to corporations under an act entitled "An Act concerning Cor

1 Laws 1859, p. 87.

Wood's Dig. art. 80-86.

porations," passed April twenty-second, one thousand eight hundred and fifty.'

It shall be the duty of said trustees annually to make a full report of all property, real and personal, held in trust by them, and the condition of the corporation, to the society or association by which they have been appointed or elected, a copy of which report shall be filed in the county clerk's office, where the original certificate is filed, with an affidavit of the truth of such report, and also that such association or corporation has not been engaged, directly or indirectly, in any other business than such as is set forth in the original certificate on file.

Whenever the rules, regulations and discipline of any religious denomination, society or church require, for the administration of the temporalities thereof, and the management of the estate and property thereof, it shall be lawful for the bishop, chief priest, or presiding elder of such religious denomination, society or church to become a sole corporation, in the manner prescribed in this chapter, as nearly as may be, and with all the powers and duties, and for the uses and purposes in this chapter provided for religious incorporations, and subject to all the conditions, limitations and provisions in said chapter prescribed; provided, that, for proof of the appointment or election of such bishop, chief priest or presiding elder, it shall be sufficient to record with the clerk of the county in which such bishop, chief priest or presiding elder resides, the original, or a copy of his commission, or certificate, or letters of election or appointment, duly attested; and that all property held by such bishop, chief priest or presiding elder, shall be in trust for the use, purpose and behoof of his religious denomination, society or church; and that the limitation, in section one hundred and eighty-two, shall not apply to incorporations formed under this section; and provided, also, that the district judge of the district in which any incorporation is formed under this chapter, shall, at all times, have access to the books of such incorporation.'

Any nine or more persons who may desire to act in concert for the care, protection, relief or improvement of, 1. orphans; or, 2. foundlings; or, 3. shipwrecked or destitute sailors; or, 4. sick

1 Wood's Dig. art. 80-86.