Form. CHAPTER 203. [SENATE BILL No. 46.] AN ACT to amend Chapter 142 of the Acts of the General Assembly of 1875 entitled "An Act to provide for the organization of corporations," so as to provide for the incorporation of the Board of Trustees, vestrymen or other executive committee of religious societies and churches, including when desired, the minister, pastor or rector thereof. SECTION 1 Be it enacted by the General Assembly of the State of Tennessee, That Chapter 142 of the Acts of the General Assembly of 1875 entitled "An Act to provide for the organization of corporations" be and the same is hereby amended so as to provide for the incorporation of the Board of Trustees, vestrymen, or other executive committee of any religious society or church, including when desired, the minister, pastor or rector thereof, under charters and with the powers and restrictions in this Act prescribed. SEC. 2. Be it further enacted, That the form of such charter shall be as follows: Be it known that State of Tennessee. (here insert the names of five or more persons desiring incorporation) composing the Board of Trustees (or vestrymen or other executive committee) of church, and their successors in office chosen under and in accordance with the rules, regulations and usages of said church and holding office under and in accordance with the same are hereby constituted a body politic and corporate under the name and style of (here insert "Board of Trustees," vestrymen, or whatever may be the official designation of such executive committee) of church, for the purpose of the support of public worship, the building and maintenance of churches, chapels and parsonages, and the maintenance. of missionary undertakings under and in accordance with the rules, regulations and usages of said church. 99 66 The general powers of said corporation shall be to sue and be sued by the corporate name, to have and use a common seal which it may alter at pleasure; if no common seal, then the signature of the name of the corporation by any duly authorized officer shall be legal and binding; to purchase and hold or receive by gift, devise or bequest in addition to the personal property owned by the corporation, real estate necessary for the transaction of the corporate business, and also to purchase or accept real estate in payment or part payment of any debt due the corporation, and sell the same; to borrow money to be SEC. 3. Be it further enacted, That the foregoing charter shall be applied for, granted and registered in the manner prescribed in Chapter 142 of the Acts of the General Assembly of 1875, and shall be subject to repeal, amendment or modification as provided in said Act in case of charters of incorporation for general welfare and not for individual profit. others may SEC. 4. Be it further enacted, That when desired, it shall be competent for the minister, pastor, or rector, if Minister and there be one, of any religious society or church to join become with the Board of Trustees, vestrymen or other executive incorporators. committee thereof in the application for the charter provided for in the second section of this Act, and for him and his successors in office chosen or appointed and holding office under and in accordance with the rules, regulations and usages of such church or religious society, to be of the incorporators of said corporation, and in such case the said fact shall be indicated in the charter in the description of the persons applying for the same (and in the name of the corporation). SEC. 5. Be it further enacted, That this Act take effect from and after its passage, the public welfare requiring it. Passed March 20, 1903. AN ACT to make valid articles or charters of incorporation heretofore taken out under the general incorporation laws of the State of Tennessee, and acknowledged or proven in part before a County Court Clerk, and in part before a Notary Public, Justice of the Peace, or other person authorized to ⚫ administer oaths in Tennessee, and to make valid all proper or otherwise lawful acts, contracts and obligations done pursuant thereto. SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That all charters or articles of incorporation heretofore taken out under the general incorporation laws of this State, which were or have been in part properly acknowledged or proven before a County Court Clerk and in part acknowledged or proven before a Notary Public, Justice of the Peace or other person authorized to administer oaths in Tennessee, and which were registered by the Secretary of State in his office and issued under the great seal of State, be and they are hereby ratified and confirmed and shall have and possess the same validity and effect as if they had been originally properly acknowledged or proven entirely before a County Court Clerk, and the acts, contracts and obligations of all such corporations so organized shall have and possess the same validity, force and effect as if the charters of such corporations had been originally properly acknowledged entirely before a County Court Clerk. SEC. 2. Be it further enacted, That this Act take effect from and after its passage, the public welfare requiring it. Passed March 28, 1903. ED. T. SEAY, Speaker of the Senate. L. D. TYSON, Speaker of the House of Representatives. Approved April 2, 1903. JAMES B. FRAZIER, CHAPTER 474. [HOUSE BILL No. 496.] AN ACT to provide for the formation of all private corporations for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose for individual profit, excepting those now provided for by existing statutes. SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That all private corporations, excepting those now specifically provided for by existing statutes, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose for individual profit, may be formed and a charter obtained in the following manner. Any five or more persons over the age of twenty-one years, desiring to form such a corporation shall copy the following form of charter: State of Tennessee-Charter of Incorporation. Be it known, that by virtue of the general laws of the land (here insert the names of the incorporators), are hereby constituted a body politic and corporate, by the name and style of (here insert the name of the corporation), for the purpose of (here state specifically the purposes of the corporation, and amount of capital stock). The general powers of said corporation are to sue and be sued by the corporate name, to have and use a common seal, which it may alter at pleasure; if no common seal, then the signature of the name of the corporation by any duly authorized officer shall be legal and binding; to purchase and hold or receive by gift, in addition to the personal property owned by said corporation, any real estate necessary for the transaction of the corporate business, and also to purchase or accept any real estate in payment or part payment of any debt due to the corporation and sell realty Form. fo. corporation purposes; to establish by-laws and make all rules and regulations not inconsistent with the laws and Constitution deemed expedient for the management of corporate affairs, and to appoint such subordinate officers and agents in addition to a president, secretary or treasurer, as the business of the corporation may require, designate the name of the office and fix the compensation of the officer. The following provisions and restrictions are coupled with said grant of powers: A failure to elect officers at the proper time does not dissolve the corporation, but those in office hold until the election or appointment and qualification of their successors. The term of all officers may be fixed by the by-laws of the corporation; the same not, however, to exceed two years. The corporation may, by by-laws, make regulations concerning the subscription for or transfer of stock; fix upon the amount of capital to be invested in the enterprise; the division of the same into shares; the time required for payment thereof by the subscribers for stock; the amount to be called for at any one time, and in case of failure of any stockholder to pay the amount thus subscribed by him at the time and in the amounts thus called, a right of action shall exist in the corporation to sue said defaulting stockholder for the same. The Board of Directors, which may consist of five or more members, at the option of the corporation, to be elected either in person or by proxy, by a majority of the votes cast, each share representing one vote, shall keep a full and true record of all their proceedings, and an annual statement of receipts and disbursements shall be copied on the minutes, subject at all times to the inspection of any stockholder. The books of the corporation shall show the original or subsequent stockholders, their respective interests, the amount which has been paid on the shares subscribed, the transfer of stock, by and to whom made, also other transactions in which it is presumed a stockholder or creditor may have an interest. The amount of any unpaid stock due from a subscriber Unpaid stock. to the corporation shall be a fund for the payment of any debts due from the corporation, nor shall the transfer of stock by any subscriber relieve him from payment, unless his transferee has paid up all or any of the balance due on said original subscription. By no implication or construction shall the corporation be deemed to possess any powers except those hereby expressly given or necessarily implied from the nature of the business for which the charter is granted, and by no inference whatever shall said corporation possess the power to discount notes or |