in which case a copy of the resolution, duly certified by the person acting as secretary of such meeting, shall accompany the articles.

accompany.

SEC. 2. Such articles in triplicate, shall be sent to the To be in office of the Secretary of State where the original, after ap- triplicate. proval, shall be filed. The two remaining sets shall be returned to the incorporators or their representative, certified by the Secretary of State as being true copies of the original on file. No such articles shall be approved for filing by the Secretary of State unless and until they comply with this act. The filing, franchise and certificate fees required by Fees to law shall in all cases accompany the articles. One of the certified copies so returned to the incorporators shall be filed in the office of the county clerk of the county in which such corporation maintains its principal business office. Upon such filing in the office of the Secretary of State the company or association shall be deemed a body corporate within the meaning of the laws of this state, and the Secretary of State shall thereupon issue his written authority to such corporation to commence its business: Provided, however, That no Proviso, precontract made by the incorporators preliminary to the filing liminary conof such articles shall be deemed to be invalid or ineffectual because made prior to such filing, and all property held by such incorporators for the benefit of the proposed corporation shall be deemed to be the property of such corporation for the purpose of complying with section one of this chapter. The Secretary of State and the several county clerks receiving such articles for filing, shall each certify upon every such articles and upon all amendments filed by them, the time when they were received and filed.

tracts valid.

larity, etc.

tions.

SEC. 3. No corporation shall assume any name already in Name, simluse by any other existing corporation of this state, or cor, poration lawfully carrying on business in this state, or so nearly similar thereto as to lead to confusion or deception: Provided, however, That in the case of a foreign corporation Proviso, forapplying for admission to this state whose name is similar eign corporato another foreign corporation already admitted into this state, but each having respectively the name of a different locality as a part of its corporate name, such names so distinguished shall not be deemed sufficiently similar as to lead to confusion or deception: And provided further, That no Further corporation organized under or subject to the provisions of proviso. this act shall assume any name which implies that it is a banking corporation, an insurance or surety company or a trust company, and no such corporation shall use the words "bank," "deposit," "insurance," "surety," "security," "trust," or "guaranty," or "building and loan," in its corporate name, but this proviso shall not be construed as applying to the name of any corporation adopted prior to August twelfth, nineteen hundred seventeen,

SEC. 4. The articles may also contain any lawful provision Additional provisions,

Office, where kept.

Term of existence.

Officers and directors.

Blank forms, etc.

which the incorporators may deem advantageous for the regulation of the business of the corporation, and any provision creating, defining, limiting and regulating the powers of the corporation, and of the directors, and the rights and privileges of the stockholders or any class or classes of stock and stockholders, including provisions for the better security of preferred stockholders, for the creating of a sinking fund for retirement of preferred stock, and prescribing and limiting the rights of any class or classes of stockholders to subscribe for increases of stock.

SEC. 5. (a) Every corporation shall maintain an office in this state and some person or persons in charge of such office, but it shall be lawful for any such corporation to conduct its business in whole or in part at any place or places within the United States or its possessions or any foreign country, excepting as may be hereinafter otherwise provided; and every corporation may, in its articles of association, or by its by-laws, establish and maintain a principal business office without this state, at which meetings of stockholders or directors may be held as provided by the by-laws;

(b) The term of existence of every corporation shall be not more than thirty years, or such other period as may be fixed by the constitution of this state. Corporations or ganized without capital stock for religious, benevolent, social or fraternal purposes, may incorporate without fixing any definite term in their articles, and the terms of such corporations shall be deemed to be perpetual, subject to the right of the legislature to alter, repeal or amend this section in accordance with the constitution.

SEC. 6. The incorporators in the first instance may elect such provisional officers and directors as they shall agree upon by majority vote; and in such case such provisional officers shall have the necessary authority to act for the incorporators in all matters relating to complying with this chapter as to filing the articles; and upon accomplishing the legal incorporation, they shall have such further powers, duties and responsibilities as devolve upon such officers and directors by law or under the charter and by-laws of the corporation, and until their successors are elected and qualify, as hereinafter provided for. If no such provisional officers be elected, the articles of association shall so state, and in such case the incorporators shall name one of themselves, or an attorney-in-fact, to represent them in filing the articles and to call the first meeting of the stockholders or members for the further organization of such corporation, which meeting shall be held not more than sixty days from such filing. Failure to hold such meeting shall work a forfeiture of all corporate rights of such corporation, unless the Secretary of State shall grant an extension of time for such purpose which shall in no instance exceed an additional thirty days.

SEC. 7. It shall be the duty of the Secretary of State to

prepare various forms suitable and convenient for executing and filing articles of the principal classes of corporations authorized to be incorporated under this act; and further forms for amendments to the same, and for all reports required to be made by such corporations to the Secretary of State or the county clerks. Such forms may be obtained from the Secretary of State upon application therefor, at such price as may be fixed by the Board of State Auditors.

CHAPTER 3.

Sale of Entire Corporate Property, Mergers, Consolidations,

Etc.

Subdivision 1.-Right to Sell Entire Property.

rights, sur

SECTION 1. Subject to the laws of this state and of the Corporate United States with respect to monopolies and illegal re render of. straints of trade, any corporation may, at any general or special meeting of its stockholders, with the consent of three-fourths of its capital stock, sell and convey all its property to any other corporation formed under the same or any similar law for corporate purposes of the same character. Notice of such sale shall be filed with the Secretary of State within thirty days thereafter, and such corporation shall thereupon be deemed to have surrendered its corporate rights, and shall transact no further business excepting such as may be necessary to wind up its corporate affairs.

Subdivision 2.-Consolidations, etc.

SEC. 2. Subject to the limitations of the laws of this state Consolidation. and of the United States with respect to monopolies and illegal restraints of trade, any two or more corporations, organized under this or any general law of this state, may, by a vote of three-fourths of the legally issued capital stock of each of said corporations, at any meeting of stockholders duly called to consider the question of such consolidations, notice of which meeting shall be sent by registered mail, postage prepaid, to each stockholder at least thirty days previous to said meeting, agree to unite and consolidate the said corporations. At such meeting the terms upon which the consolidation shall be effected, the valuation of the several properties, and the number of shares of stock in the consolidated corporation to which the stockholders in each of the constituent corporations may be entitled, shall be determined, and spread at length upon the records of each of the constituent corporations.

SEC. 3. The capital stock and the number of shares in Capital stock. the consolidated corporation may be the same as the aggre

Articles, filing of.

Powers, etc.

Claims, etc.

Officers, continuing power, etc., of.

gate capital stock and number of shares of the several corporations before such consolidation, and such consolidated corporation may call in the unpaid subscriptions on any of the outstanding capital stock of such consolidating corporations; but nothing in this subdivision contained shall be construed as preventing the consolidated corporation from capitalizing upon the basis of the actual value of its aggre gate assets or from creating any class or classes of shares that may be agreed upon in such consolidation to the same extent as is permitted in this act to other corporations.

SEC. 4. The consolidated corporation shall file its articles upon the completion of such reorganization in the same manner and with the same officials as is required by this act of other corporations. Each of the consolidating corporations shall, by its president and secretary, file with the Secretary of State and the appropriate county clerk where its original articles were recorded, a certificate setting forth the text of the agreement of such consolidation, whereupon, excepting for such purposes as are hereinafter provided for, the corporate existence of each of such consolidating corporations shall be deemed to have ceased.

SEC. 5. The consolidated corporation so formed shall hold and enjoy all the powers, privileges, rights, franchises, properties, claims, demands and estates, which at the time of such union may be held and enjoyed by either of the said constituent corporations and be subject to all the dues, demands, contracts, and liabilities existing against either of the same; and all suits at law or in equity, and all proceedings which may be pending, to which either corporation shall be a party, may be prosecuted and defended by the consolidated corporation in the same name, in like manner, and with the same effect as might have been done had such union not have been formed. All claims, contracts, rights, and causes of action of or against either of such constituent corporations, at law or in equity, may be enforced by suit or action, to be commenced and prosecuted by or against the consolidated corporation, and the said constituent corporations shall continue as corporations for the purpose of prosecuting and defending any suits or proceedings pending at the time of such consolidation.

SEC. 6. The officers of the constituent corporations shall continue to exercise, in behalf of the corporation so to be formed, all their rights and powers, until the consolidated corporation shall be organized; and thereafter each of the said constituent corporations shall continue, for the purpose of perfecting the said union, and of doing all such acts and things as may be necessary therefor; and shall execute all such transfers, conveyances and assignments, as the consolidated corporation may deem necessary or expedient to vest itself of any property, estates, contracts, rights, or claims which do not vest in it by operation of law.

stock, may

SEC. 7. Any corporation formed by consolidation under Certificates of this subdivision shall have power to call in and cancel the cancel, etc. certificates of stock of the several corporations so consolidating, and to make and issue to its stockholders new certificates of stock in the consolidated corporation, in such proportions to each as each shall be entitled to, according to the terms of consolidation as agreed upon, and to cancel the stock of any stockholder who shall not return his stock to be cancelled, as aforesaid, within thirty days after actual notice of the resolution of the corporation for calling in such stock, or who shall not return his stock after publication of notice of said resolution once in each week for four successive weeks in some daily paper published in the county where. the principal business office of the company in located: Pro- Proviso. vided, That in every case where stock is so cancelled without return of stock for cancellation, it shall be the duty of the treasurer of such consolidated corporation to forthwith deposit with the Secretary of State the equivalent certificates of stock in such consolidated corporation properly executed, and ready for delivery upon the demand of such person or persons whose original stock was so cancelled.

Subdivision 3.-Subsidiary Corporations.

stock of other

SEC. 8. Subject to the limitations of the laws of this state Shares of and of the United States with respect to monopolies and il- corporations, legal restraints of trade, any corporation organized for pe- may hold. cuniary profit shall have power, in furtherance of the objects of its existence, to purchase and hold shares of stock of other corporations organized under the laws of this or any other state for purposes similar to those of such corporation.

SEC. 9. When any such corporation shall be a stockholder President, etc., eligibility in any other corporation, as in this subdivision provided, its of president and other officers or any of its directors shall be eligible to the office of director of such corporation, the same as if they were individually stockholders therein, and the corporation holding such stock shall possess and exercise in respect thereof, all the rights, powers, privileges and liabilities of individual owners or holders of such stock.

CHAPTER 4.

Extension of Corporation Terms and Voluntary Dissolutions.

Subdivision 1.-Extension of Corporate Life and Change

of Attitude.

SECTION 1. Any stock corporation whose term is about to Extension of expire by limitation, may, at any time within two years next term.

corporate