Feb. 12.

Powers, limit of.

held.

L. 1880. chap. 3. §1; and shall be subject to all the liabilities and duties as corporations of a like character organized under the general laws of this territory. But they shall have no other or greater powers, and no foreign or domestic corporation established or maintained in any way for pecuniary profit of its stockholders Real estate. how or members, shall purchase or hold real estate in this territory except as provided for in this act and the laws of the territory now existing, and no corporation doing business in this territory, incorporated under the laws of any other state, Encumbrances, shall be permitted to mortgage, pledge or otherwise encumber its real or personal property, situated in this territory, to the injury or exclusion of any citizen, citizens or corporations of this territory who are creditors of such foreign corporation, and no mortgage by any foreign corporation except railroad and telegraph companies, given to secure any debt creLocal creditors ated in any other state, shall take effect as against any citizen or corporation of this territory until all its liabilities due to any person or corporation in this territory at the time of recording such mortgage have been paid and extinguished.

limited.

preferred.

Contracts, who liable for.

L. 1880. Cap. 3. § 2; Feb. 12.

of.

Secretary, duty

See Singer Co. vs. Hardee & Co., 4 N. M.. 676.

§ 446. A failure to comply with the provisions of the foregoing section shall render each and every officer, agent and stockholder of any such corporation so failing, jointly, severally and personally liable on any and all contracts of such company made within this territory during the time that such is so in default. company

§ 447. The several certificates, charters, and statutes mentioned in section four hundred and forty-five shall be by the secretary of the territory filed and preserved in his office, and he shall be entitled therefor to the same fees as are allowed him by law for filing articles of incorporation. Copies of such charters, statutes and certificates, duly certified by the secretary of the territory under his seal of office, shall be Certified copies Competent evidence in all courts of this territory of the corporate character of such companies and of their powers, duties and liabilities, and the originals thereof may in like manner be used in evidence of these matters with like effect. § 448. Suits may be instituted and prosecuted by and against any corporation formed or organized under this act in the same manner and in like cases as natural persons.

competent evidence.

Id. § 3.

Suits, how prosecuted.

Id. § 4.

Certified copy prima facie evidence.

Id. § 5.

Suits, how commenced.

of.

Donaldson vs. San Miguel County, page 263, vol. 1

$449. The certified copy of any articles of incorporation and changes thereof, together with all indorsements thereon, under the great seal of the Territory of New Mexico, shall be taken and received in all courts and places as prima facie evidence of the facts therein stated.

§ 450. In suits against any corporation, summons shall be served in that county where the principal office of the corporation is kept or its principal business carried on, by deProcess, service livering a copy to the president thereof, if he may be found in said county, but if he is absent therefrom, then the summons shall be served in like manner in the county on either the vice president, secretary, treasurer, cashier, general agent, general superintendent or stockholder, or any agent of said

On railroads: see

$ 2963.

Summons to issue to other counties.

corporation, within such time and under such rules as are provided by law for the service of such process in suits against real persons, and if no such person can be found in the county where the principal office of the corporation is kept, or in the county where its principal business is carried on, to serve such process upon, a summons may issue from either one of such counties, directed to the sheriff of any county in this territory where any such person may be found and served with process. If such corporation keeps no principal office in any county, and there is no county in which the principal business of such corporation is carried on, then suit may be brought against it in any county where the above mentioned officers, or any or either of them may be found: brought, where. Provided, That the plaintiff may, in all cases, bring his action in the county where the cause of action accrued.

$ 451. It shall be the duty of the directors or trustees of any such corporation, except railroad or telegraph corporations, to cause a book to be kept by the secretary or clerk thereof containing the names of all persons, alphabetically arranged, who are, or shall, within one year, have been stockholders of such corporation, and showing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares, and the time when they ceased to be such stockholders, and the amount of stock actually paid in, and what proportion has been paid in cash, which book shall, during the usual business hours of the day, be open for the inspection of the stockholders and creditors of the company and their personal representatives, at the office or principal place of business of such company in the county where its business operations shall be located; and any and every such stockholder, creditor or representative shall have a right to make extracts from such books, and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this act, unless it shall have been entered therein as required by this section, within sixty days from the date of such transfer, by an entry showing to and from whom transferred.

Suits may be

Id. § 6.

Record of stockholders.

Record to show what.

Record subject to inspection.

of.

Transfers, effect

Record, evidence

Neglect, a misde

meanor.

Such books shall be pre- in certain cases. sumptive evidence of the facts therein stated in any suit or proceedings of such corporation, or against any one or more stockholders. Every officer or agent of any such company who shall neglect to make any proper entry in such book, or shall refuse or neglect to exhibit the same or allow the same to be inspected and extracts taken therefrom, shall be, as provided by this section, deemed guilty of a misdemeanor and the corporation shall forfeit and pay to the party injured, a penalty of fifty dollars for every such neglect or refusal and all the damages resulting therefrom.

$452. The dissolution for any cause whatever of corpora- of. tions created as aforesaid, shall not take away or impair any remedy given against such corporations, its stockholders or officers for any liabilities incurred previous to its dissolution. $453. Hereafter the shares of stock of any defendant in every company or corporation incorporated under the laws of

Penalty.

Id. § 7.

Dissolution, effect

Id. § 8.

Stock may be sold under attachment.

1: Feb. 10.

en.

whom.

L. 1882. chap. 32, the Territory of New Mexico, and of every company or corporation incorporated under the laws of any foreign state or kingdom, or of any state or territory beyond the limits of this territory, and now or hereafter doing business in this territory, may be levied on and sold under attachment or execution in the county of the territory where the corporation does Notices to be giv- business, notice of such levy being given to the defendant, if his residence be known, and also to the president, secretary or superintendent of said company or corporation. Such Sales, made by sales shall be made only by the sheriff or his deputy, and the constable levying thereon shall turn over such levies to the sheriff, who shall then proceed as if he had made the levy in Sales, conditions the first instance: Provided, That no sale shall be except at public auction, to the highest bidder, and at such sale the person who will agree to pay the amount of the debt or judgment, together with all the costs accrued, and also other expenses of the sale, for the smallest number of whole shares, shall be deemed to be the highest bidder. The sheriff shall give the purchaser a certificate of his purchase, which, on Certificate, effect presentation to the president or secretary of the company or corporation, shall authorize a transfer of the stock to the purchaser, and on such presentation the secretary or other proper officer of the company or corporation shall transfer to the purchaser such stock on their books.

of.

of.

Transfers void.

when.

$454. Transfers of stock after the levy of an attachment, or after judgment and with notice to the corporation of the Levy and sale. levy or judgment, are absolutely void. If the shares be in a

where.

Id. § 2.

Advertisement to be made.

Id. § 3.

Principal office. location of.

side territory.

Proviso.

railroad, canal, turnpike, acequia, or plank road company or corporation they may be levied on and sold in any county through which the same passes.

§ 455. In the sale of said stocks by the sheriff, the laws now in force in regard to the advertisement by the sheriff of the sale of personal property shall be observed.

$456. Whenever a majority of the stock of any corporation is held or owned in any other state or territory the principal office of such corporation may be in such other state or Meetings held out territory; and the meetings of the stockholders and board of directors of such company may be held in such other state or territory: Provided, That such corporation shall establish a principal place of business and designate an agent residing thereat, in this territory, on whom all process and notices may be served, with the same effect as if the offices and officers of said company resided in this territory and process were served on them. The establishing of said principal office of business and designation of said agent in this territory to be done in the same manner as is now required to be done by foreign corporations.

L. 1882. chap. 31. § 1: March 2.

CHAPTER II.

FOR SPECIAL PURPOSES--LITERARY, BENEVOLENT AND OTHER ASSOCIATIONS.

Said

tions may incorpor

C. 11. L. 87, § 1; Feb. 21.

Clerk: duties of.

§ 457. It shall be unlawful for any debating society, liter- Literary associaary, scientific, industrial or benevolent association or com- ate. munity, acequias or ditch associations or companies for mutual benefit and not for pecuniary profit or speculation (other than colleges, universities, academies or seminaries) to elect at any meeting called for that purpose, not less than three nor more than seven persons to serve as trustees or directors, a secretary and treasurer and such other officers as may be deemed necessary, who shall hold their offices for one year and until their successors are elected and qualified. corporation or association may have a common seal. $458. The clerk so appointed shall make a true record of the proceedings of the meeting provided for by section four hundred and fifty-seven, certify and deliver the same to the clerk of the probate court of the county in which such meeting shall be held, together with the name by which such association or society shall thereafter desire to be known. And it shall be the duty of each probate clerk in this territory im- duties of. mediately upon the receipt of such certified statement to record the same in a book of record, to be kept by him, provided for that purpose at the expense of the county, for which service he may demand and receive the sum of ten cents per hundred words; and from and after making such record by the clerk of the probate court, the said trustees or directors, and their associated members and successors, shall be vested vested.

Record to probate court.

Probate clerks:

Fees.

Powers: when

L. 1867. chap. 12. §

2: Jan. 22. Tr.

Certified tran

script: evidence.

Trustees shall have perpetual succession.

Legal designation.

with the powers, privileges and immunities incident to aggre gate corporations, and a certified transcript of the record herein authorized to be made by the probate clerk shall be deemed and taken in all courts and places whatsoever in this territory as evidence of the existence of such society, association and corporation.

§ 459. The trustees or directors who may be appointed under the provisions of this act, and their successors in office, shall have perpetual succession by such name as may be designated, and by such name shall be legally capable of conCorporate powtracting and prosecuting and defending suits, and shall have capacity to acquire, hold, enjoy, dispose of and convey all property, real or personal, which they may acquire by purchase, donation or otherwise, for the purpose of carrying out the intention of such society or association, but they shall not acquire or hold property for any other purpose.

ers.

Limitation.

Id. $3.

Election of ofcers and making byla ws.

Id. § 4.

Vacancies, how

filled.

Quorum. what constitutes. Id. § 5.

Organization for

certain purposes.

Certificate, substance of.

Certificate to be acknowledged.

$460. Such society or association, when incorporated, elect such officers and make such by-laws, rules and regmay ulations as may be necessary and expedient for its own gov ernment and the management of its fiscal and other affairs to effect their respective objects.

§ 461. If said board of trustees or directors as is provid ed by section four hundred and fifty-seven, shall be vacated either in whole or in part by death, resignation or otherwise, such board of trustees or directors may be revived, or such vacancy or vacancies filled by election in the manner pointed out in section four hundred and fifty-seven, for the original organization of said board, and a majority of said trustees or directors shall be a quorum for the transaction of business.

$ 462. Any five or more persons, a majority of whom shall be citizens of the United States, and residents of New Mexico, may organize a corporation for religious, benevolent, charitable, scientific or literary purposes, or for the estab lishment of colleges, academies, seminaries, churches or libraries, in the following manner:

They may make and sign a certificate setting forth the name of the proposed corporation, its objects, location and term of its existence.

Such certificate shall be acknowledged by at least five of its signers before a commissioner of deeds or notary public within the territory, and shall be filed in the office of the secL. 1880, chap. 2, §1: retary of the territory.

Feb. 11.

Body politic; term.

Id. $2.

Powers.

§ 463. Upon such filing, the persons named in such certificate shall become and be a body politic and corporate by the name stated in said certificate, and for the term of existence therein specified.

$ 464. Such corporation shall have power to sue and be sued, to have and use a corporate seal, to take such real and personal property as is necessary or proper for the further ance of its objects and not in excess of the amount limited by law, by purchase, gift, devise or bequest, and use or occupy the same, and to make such by-laws as to its membership, L. 1880, chap. 2. § 3; perpetuation and government as it shall deem proper.

Feb. 11.

By-laws invalid if not filed.

$465. A copy of the by-laws of each of such corporations shall be filed in the office of the secretary of the territory, and

H