or other testamentary disposition of property wherein property of a definite value is committed or disposed of in trust, or wherein such property may be used in connection with property or means derived from sources outside of that so placed in trust, to carry out the intention of the maker of such instrument. fees, etc. SEC. 7. All such corporations are hereby empowered to Membership fix the amount of the membership fees or dues which members may be required to pay initially or periodically, as a condition of admission or retention as such members, and to make rules necessary to enforce such requirement including provisions for cancellation of membership for non-payment of such dues or obligations and for reinstatement in such membership. members. SEC. 8. Each member of such corporations shall be equally Privileges of privileged with all other members in his voice and vote upon any proposition presented for discussion or decision at any meeting of the members or stockholders, excepting that in stock corporations formed hereunder each shareholder may, if so provided in the articles or by-laws, be entitled to a number of votes equal to the number of shares of stock held by him; and otherwise there shall be no preferences as between members or stockholders based upon obligations of the corporation to the members or stockholders therein. powers of SEC. 9. Any such corporation the objects of which require Rights and the transaction of business, the receipt and payment of money, corporation. the care and custody of property, and other incidental business matters, shall have the right and power to transact such business, and to receive, collect and disburse such moneys, and to acquire, hold, protect and convey such properties as are naturally or properly within the scope of its articles. applicable. The provisions of this chapter shall be held to Provisions of apply to all associations, societies and corporations of the chapter, when nature of clubs, boards of trade and commerce, associations of persons engaged in the same or allied professions, trades, occupations and industries, when such persons desire to associate for mutual benefit, comfort or instruction not involving direct pecuniary profit; and to societies for the advancement of particular scientific or sociological, political views or opinions, the collection and dissemination of historical or scientific facts, the advancement of literature, cultivation of art, the prevention of cruel and inhuman practices, and to any other such society whether enumerated herein or not, so long as the purpose or purposes thereof are lawful, and not for direct pecuniary profit of the members: Provided, Proviso, nonThat any association or society heretofore incorporated and pronow existing whose purpose is to provide for the relief of distressed members, visitation of the sick, burial of the dead, and the payment of a voluntary sick or burial benefit to or for members, not exceeding in all the sum of one hundred fifty dollars on account of any one member, or the buying and poration. Funds, dis posal of, etc. May borrow money, etc. selling of products for its members without direct pecuniary profit to the association or its members may operate under this chapter as a non-profit corporation. SEC. 11. The funds and property of all such corporations shall be acquired, held and disposed of only for their lawful purposes, and the trustees or directors shall be individually liable for the misapplication or misuse of any such money or property caused through the neglect of such director or directors to exercise reasonable care and prudence in the administration of the affairs of such corporation or through wilful violation of the laws governing the same. SEC. 12. Any such corporation may, whenever its general interests require the same, borrow money and issue its promissory note or bond for the repayment thereof with interest, and may in like case mortgage its property as security for its debts or other lawful engagements, provided always, that the by-laws expressly authorized such action to be taken, or that the same is authorized by resolution of the stockholders or members at any regularly called meeting. No such promissory note or mortgage shall be valid unless so authorized, but no such note or mortgage shall be deemed to be invalid for failure of the stockholders or members to include in their authorities the particular sums, rates of interest, or times of maturity of the loan or engagement, which items may be agreed upon and authorized by the directors. Fraternal, etc., societies. Number may incorporate. CHAPTER 2. Benevolent, Charitable, Social and Secret Societies and Subdivision 1.-State Jurisdictions. SECTION 1. All societies, fraternal or otherwise, having for their principal purposes the teaching, practice and extending of patriotism, benevolence, charity and fraternity under the form of secret rituals with a lodge form of government as commonly understood, desiring to be incorporated to more effectually carry out such purposes, shall hereafter incorporate under the provisions of this chapter and act. No such society or lodge whose parent organization is incorporated under the laws of any other country or state shall be permitted to organize or incorporate any subordinate state or local jurisdiction or lodge within this state without first applying for and receiving permission to do business within this state as such foreign corporation. SEC. 2. Any three or more persons, citizens of this state, may incorporate a secret society or lodge, fraternal or otherwise, for the purposes mentioned in section 1 hereof, which shall be the parent organization for this state. If such society or lodge shall be intended to operate as a state juris diction of a lodge or society having a parent organization without this state, then such persons so incorporating shall exhibit with their articles the charter or permit from such foreign parent society or lodge permitting such incorporation within this state. The persons so incorporating shall Articles of execute and file articles in the form prescribed in chapter what to state. two, part one of this act, with the Secretary of State, as prescribed for non-profit corporations generally; and in addition to the other requirements of said chapter two, the incorporators shall state in such articles: (1) That such society or corporation shall have a secret ritual, and a representative form of government, whose purposes are not unlawful, and (2) The executive offices within such society by such peculiar name as they shall be respectively known; (3) The principal features of organization, the distinguishing purposes, and the name of the society by which all subordinate lodges thereof shall also be known when organized. association, SEC. 3. Every such parent corporation shall have the right Ritual, etc. to prescribe the ritual to be used in all the secret work of such lodge or society, the oaths or other obligations to be taken by members or officers, and to enact by-laws, rules and regulations having uniform application throughout the organization. No such ritual, rules, regulations or by-laws shall be inconsistent with the laws of the United States or of this state. Such parent corporation shall have the right to organize and charter subordinate lodges or societies thereof, and to enact a system of discipline to which all such subordinate lodges and individual members may be compelled to conform under pain of expulsion therefrom; and to prescribe the terms and conditions under which such subordinate lodges and members may be admitted, retained in good standing or suspended or expelled from such membership. Such parent corporation may delegate to its officers, committees and to subordinate jurisdictions, such functions and powers as the articles or by-laws of such corporation may from time to time prescribe, not inconsistent with the laws of this state. ordinate SEC. 4. Every such parent corporation shall have the May superinright to superintend, visit, instruct and guide its subordi- tend, etc., subnate lodges and jurisdictions, through its duly appointed of lodges, etc. ficers, agents and committees; may appoint its courts or judicial functionaries for the enforcement of its system of discipline within such lodge; may prescribe the initiation fees and annual or other periodic dues or contributions upon which membership may be conditioned, and may prescribe the proportion of such funds that shall belong to such parent corporation for the work of organizing, maintaining and carrying out the purposes of the society as a whole. affairs, how SEC. 5. The fiscal and business affairs of every such parent Fiscal, etc., corporation shall be managed by such executive officers, com- managed. Secretary. Name. Proviso. Real estate, may hold, etc. Representative form of government. First annual meeting. Officers, etc., how elected. mittees, directors or trustees as the articles shall prescribe, who shall severally have such powers and liabilities as may be prescribed in the articles or in by-laws made pursuant thereto. The articles shall in all cases state the name of the committee having authority to enact the original by-laws of the parent corporation, and when and how the members thereof shall be elected or appointed and for how long such committee shall hold office. Every such parent society shall designate an officer who shall be its secretary whose powers and duties shall conform to those prescribed in this act for secretaries of corporations generally. SEC. 6. No such parent corporation shall assume a name already in use by any other corporation, lodge, or society incorporated under the laws of this or any other state of the United States and admitted to do business in this state, nor any name which is so similar to that adopted by any other such lodge, or society as to lead to confusion or deception: Provided, however, That local or other subordinate jurisdictions shall in all cases use the name of the parent corpora tion in addition to some suitable local designation. SEC. 7. Every such parent corporation shall have power to hold in fee or otherwise, such real estate, and to own such personal property, as may be necessary to establish its state. headquarters, or any charitable home or institution established or maintained by it, and for that purpose may contract for the purchase of land, take conveyance of, purchase, lease or rent such real estate as may be so necessary; and may in connection with any land or building erected thereon let or sublet any vacant space therein or thereon not necessary to the immediate requirements of the corporation. In case it shall become necessary or advisable for the corporation to execute any contract for the purchase of such land or the lease of any such building, or to sell, mortgage or convey the same, the executive or other committee or trustees having charge of the fiscal affairs of such corporation shall designate at least two officers of such corporation to execute and deliver such instruments on behalf of the corporation, as shall have been authorized by such committee or trustees. SEC. 8. Every such parent lodge or society so incorporated within this state shall adopt a representative form of gov ernment, under which form the subordinate lodges shall elect or appoint representatives to attend the annual or other convention, conclave or meeting of the parent corporation, by whatsoever name such meeting shall be known, and at which annual meeting the officers and committees of such parent or state society shall be elected by a majority vote of such representatives. The first annual meeting shall be held at a time and place to be fixed by the executive committee of the parent corporation; and thereafter such time and place shall be fixed by the convention itself. SEC. 9. The annual convention, conclave or meeting, when duly called to order, shall have power and authority to elect the officers and the executive committee or trustees of such parent state corporation; to elect delegates to any higher jurisdiction within said lodge or society; to alter or amend the articles or by-laws of the state parent corporation not inconsistent with the state charter of such lodge or society; to determine questions of discipline or policy; and to act upon such other matters as the articles or by-laws may require to be presented to such convention for action. Subdivision 2.-Local Jurisdictions. SEC. 10. Any number of persons who are members in good Local lodges. standing in any lodge incorporated as a parent society or lodge within this state, and having a charter or permit from such parent lodge or society, may incorporate as a local lodge or branch thereof, upon complying with the provisions of this act appropriate to such corporations. The purpose of Purpose. all such local lodge corporations shall be to further the interests of the parent society or lodge in such community, to hold the property of such local lodge or society and to become integral members of the parent lodge or society. etc. SEC. 11. The articles of such local lodge or society shall Articles, form, follow the form prescribed for non-profit corporations in this act and shall contain such further statements as the incorporators may wish to insert therein as to purposes and government. Every such articles shall state that such local lodge has been granted a charter by the state parent corporation, if there be one. hold, etc. SEC. 12. Every such local lodge shall have the same right Property, may to hold, own and dispose of property, both real and personal as is granted in this act to non-profit corporations generally; and such local lodge shall be subject to the discipline, visitation and guidance of the parent lodge or society, or other higher jurisdictions as the plan of higher organization may prescribe. SEC. 13. Every such local lodge or society shall have such Officers, etc. officers, committees, trustees and agents as their articles or charter may prescribe, who shall be elected or appointed and who shall have such duties, responsibilities and powers, as the charter, articles or by-laws may prescribe. SEC. 14. Every such corporation, whether parent or local, Rights, shall have all the rights, powers, immunities and privileges powers, etc. granted by this act to non-profit corporations generally, and, excepting as in this chapter prescribed, shall be subject to the liabilities imposed by law upon all corporations in this state. etc. SEC. 15. Every such lodge whether parent or local shall Relief funds, have authority to make provision for the visitation of the sick and afflicted members; to provide funds for the relief of distressed members and their families; to provide funds. for the burial of indigent or other worthy members: Pro- Proviso. vided, That no such funds shall be raised or maintained in |