or enjoying any of its privileges reasonable charges on the railroad and inclines and in the hotels, auditoriums, restaurants, or any other convenience or business operated or controlled by the corporation." SEC. 2. Be it further enacted, That Chapter 142 of the Acts of 1875 be amended as set out in Section 1 hereof, and that all laws and parts of laws in conflict with this Act be, and the same are hereby, repealed, and that this Act take effect from and after its passage, the public welfare requiring it. Passed April 5, 1907. E. G. TOLLETT, Speaker of the Senate. JOHN T. CUNNINGHAM, JR., Speaker of the House of Representatives. Approved April 9, 1907. MALCOLM R. PATTERSON, Governor. See f 20 CHAPTER 434. [SENATE BILL No. 684.] AN ACT to require corporations to file certain information with the Secretary of State, and to provide for the payment of an annual fee therewith to the Secretary of State. SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That each and every corporation heretofore or hereafter chartered by the State of Tennessee or organized under the laws, and each and every foreign corporation qualified to do and transact its business in the State of Tennessee in compliance with its laws requiring foreign corporations to file its charter with the Secretary of State shall, on or before the first day of July in each and every year, commencing with the year 1907, prepare and file in the office of the Secretary of State a written statement signed by its President or Vice President and attested by its Secretary and sworn to by either its Secretary or President, which shall contain the following information-to wit: The name and style of the corporation and its principal office or place of business in the State of Tennessee, if it be a Tennessee corporation; and if it be a foreign corporation, its principal office and place of business in the State of its creation and also in the State of Tennessee; the amount of its capital stock authorized by its charter and the amount of capital stock issued and outstanding; the names of its principal officers-viz., its President, Vice President or Vice Presidents, Secretary, and Treasurer, and a complete list of its Board of Directors; the nature and character of the business in which it is engaged. That every such corporation shall, at the time of filing said statement with the Secretary of State, pay to the said Secretary of State a sum of money as follows: Every corporation with a capital stock authorized by its charter of less than $100,000 and more than $50,000, $20; every corporation with a capital stock authorized by its charter of less than $50,000 and more than $25,000, $10; every corporation with a capital stock authorized by its charter of less than $25,000, $5; every corporation with a capital stock authorized by its charter of more than $100,000 and not more than $250,000, $30; every corporation with a capital stock authorized by its charter of not less than $250,000 and not more than $500,000, $50; every corporation having a capital stock authorized by its charter of not less than $500,000 or more than $1,000,000, $100; and every corporation having a capital stock authorized by its charter of $1,000,000 and over, $150. That every company or corporation failing or refusing to prepare and file said statement and pay said money. as hereinbefore provided shall be subject to a penalty of $500, which may be recovered in a suit brought in the name of the State of Tennessee against. said company; and that the Secretary of State shall, on or before the first day of September in each and every year, prepare a list of the corporations in default, and shall turn over the same to the Attorney-general of the State, who shall cause suits to be instituted for the recovery of said amounts by the District Attorney-general of the district in which said corporations in default have their principal offices or places of business. SEC. 2. Be it further enacted, That this Act take effect from and after its passage, the public welfare requiring it. Passed April 10, 1907. E. G. TOLLETT, Speaker of the Senate. JOHN T. CUNNINGHAM, JR., Speaker of the House of Representatives. Approved April 13, 1907. MALCOLM R. PATTERSON, Fees. Governor. See / Notice. CHAPTER 437. [SENATE BILL NO 165.] AN ACT to authorize any corporation chartered or to be chartered by and under the laws of the State of Tennessee, whether by special Act or general law, to sell and convey the whole of its property, and to prescribe the conditions upon which such sale and transfer may be made, and to provide a method by valuing the shares of and compensating dissenting stockhold ers. SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That all corporations now chartered or that may hereafter be chartered under or by virtue of the laws of the State of Tennessee, whether by special statute or the general law, when in the judgment of the Board of Directors it is for the interest of the company, shall have the power to sell, convey, and transfer the whole of their property and franchises to any person or corporation of this or any other State or Territory of the United States engaged in carrying on or which may be authorized by its charter to carry on in this or any other State or Territory of the United States the same general business as is authorized by the charter of the vendor corporations; and the Board of Directors may empower the officers of said vendor corporation to make, execute, and in the name of the corporation deliver all such deeds and contracts to said purchaser as may be necessary to effect said sale. SEC. 2. Be it further enacted, That before any such sale shall be consummated it must be authorized by either a special or regular meeting of the stockholders of the selling corporation, at which meeting the resolutions in favor of such sale must receive the affirmative vote, either in person or by proxy, of the holders of two-thirds in value of the outstanding capital stock of the company; and if such resolutions are adopted at a special meeting, notice of such meeting and of the purpose of same must be given by publication once a week for four consecutive weeks in at least one newspaper published in each of the cities of Nashville, Memphis, and Chattanooga. SEC. 3. Be it further enacted, That on the ratification of said sale by the stockholders as provided in the preceding section and in order for it to be legal and effectual the directors of said vendor corporation shall ascertain the probable value of all the shares of stock owned by dissenting stockholders, and said vendor corporation shall make and execute a bond, the penalty of which to be double the amount of the value of all the stock held by the dissenting stockholders, payable to the dissenting stockholders in said corporation, but to be void upon the payment of any recovery. Any of said dissenting stockholders may recover against said corporation for the value of said stock as hereinafter provided, said bond to be approved by the Chancellor of the district in which the home office of the said vendor corporation is located, and to be filed in the office of the Clerk and Master of the Chancery Court in the county where said home office is situated, and upon the payment of the legal fees therefor certified copies of said bond may be provided by the Clerk and Master to any of the interested parties, and will be received in evidence in any suits brought by said dissenting stockholders to recover the value of his shares of stock as hereinafter provided. SEC. 4. Be it further enacted, That when any stockholder of a corporation whose property is authorized to be sold by this Act objects to said sale or dissents from it, such objecting or dissenting stockholder at any time. within twelve months after date of such sale may bring suit in the Circuit or Chancery Court of the county in which the home office of the vendor corporation is located against the vendor corporation and on said bond and against said bondsmen for the purpose of having ascertained the value of the shares of stock owned by him. In his complaint or declaration the dissenting stockholder shall state, among other things, the facts relating to the sale of the corporate property; that he did not consent to said sale; and the value of the shares of stock owned by him; and he shall attach to his complaint or declaration or deposit with the Clerk of the court in which suit is brought at the time of filing his complaint or declaration the original certificates of shares owned and held by him. The selling corporation and said bondsmen shall thereupon be brought into court by the usual process and have the usual time to answer or plead to said complaint or declaration. The issues involved in said cause shall thereupon be heard and determined by said court in the usual manner; and if the facts alleged as to the sale of said corporate property and the ownership of stock and that complainant has not consented to the sale of the corporate property shall be ascertained to be true, the court shall then ascertain the value of said stock and render judgment therefor against the vendor corporation and on said bond and against said bondsmen and award execution for its collection, including the costs of the proceedings. Upon the payment of the judgment or decree in said cause and the court costs said stock shall Suits. Appeals. stand canceled and be surrendered by the Clerk of the court to the vendor corporation, and the interest of said. dissenting stockholder in said stock and in the vendor corporation shall cease and be determined. From any judgment or decree rendered in said cause either party may appeal in the usual manner. In arriving at the value of said shares of stock, evidence may be introduced by either party as to what would have been the value of said stock upon dissolution of the corporation and distribution of its assets as of the date of sale. SEC. 5. Be it further enacted, That this Act take effect from and after its passage, the public welfare requiring it. Passed April 10, 1907. E. G. TOLLETT, Speaker of the Senate. JOHN T. CUNNINGHAM, JR., Speaker of the House of Representatives. Approved April 12, 1907. MALCOLM R. PATTERSON, CHAPTER 52. Governor. [SENATE BILL No. 169.] (By Messrs. Howse and Matthews.) A BILL to be entitled "An Act to provide for the organization of corporations for the higher education of teachers." SECTION 1. Be it enacted by the General Assembly of the State of Tennessee, That corporations for the higher education of teachers may be organized and created as See as Any five or more persons over twenty-one years of age, desiring to organize and create a corporation under this Act, in order thereo shall sign and acknowledge as hereinafter provided the following articles of incorporation, to be known as the charter-namely: State of Tennessee, Charter of Incorporation. Be it known that (here fill this blank with the name of the five or more persons who desire to be incorporated) are hereby constituted a body politic and cor |