holder and not less than ten per cent of the capital stock of the corporation has been paid in; provided further, that where subscriptions to the capital stock of any corporation formed under the provisions of this chapter shall consist, in whole or in part, of property necessary to the pursuit agreed upon, there must appear in the articles of incorporation a description of the property so taken with a statement of the fair cash value thereof, which statement, except in the case of corporations organized for mining or irrigating purposes, shall be supplemented by the affidavits of three persons, to the effect that they are acquainted with said property and that it is reasonably worth the amount in cash for which it was accepted by the corporation; and the owners of such property shall be deemed to have subscribed such amount to the capital stock of such corporation as will represent the fair estimated cash value of so much of such property, or of such interest therein, as they may have conveyed to such corporation by deed actually executed and delivered. [C. L. § 2268*; '96, pp. 299-300. Limitation on issue of stock, Con. art. 12, sec. 5. A corporation cannot be held liable for anything done by its promoters before its existence. Long v. Bank, 8 U. 104; 29 P. 878. On the grounds of public policy the court will hold to strict account all those who engage in creating business corporations that are insolvent from their inception. Henderson v. Turngren, 9 U. 432; 35 P. 495. Informalities in the organization of a corporation are waived by the subscriber who makes no objection thereto, 317. Oath of office. Before the first or any other officers shall enter upon the duties of their respective offices, they shall take and subscribe an oath of office, that they will discharge the duties of such office to the best of their judgment, and that they will not do nor consent to the doing of any matter or thing relating to the business of the corporation with intent to defraud any stockholder or creditor or the public, which oaths shall be filed in the office of the county clerk. [C. L. § 2270*; '96, p. 301*. 318. Agreement to be recorded. The agreement, with the oath or affirmation, shall, within ten days from its due execution, be deposited with the county clerk of the county in which the general business is to be carried on, and shall be by him recorded in a book to be prepared for that purpose and kept in his office. [C. L. § 2269*;' 96, p. 301*. 319. Clerk's certificate. Certificate of incorporation. Evidence. As soon as the agreement and oath or affirmation and oaths of office are filed, the County clerk shall issue, under his seal, a certificate to the effect that the agreement and oath or affirmation and oaths of office have been filed in his office, which certificate, together with a copy of the articles of agreement and oath or affirmation, must be filed in the office of the secretary of state, who shall issue under the great seal of the state a certificate that a copy of the articles of agreement and oath or affirmation, containing the required statement of facts, has been filed in his office, which shall be sufficient to constitute the association a body Corporate with succession as specified in the agreement, which certificate, or a certified copy of the same, shall be evidence of the due incorporation of the corporation. [C. L. § 2271*; '96, p. 301*. 320. Certified copies as evidence. It shall be the duty of the county clerk and of the secretary of state, upon payment of the lawful fee therefor, to make certified copies of corporation papers recorded or filed in their respective offices, which copies shall be prima facie evidence of the facts therein stated. [C. L. § 2283*; 96, p. 305*. 321. Non-use of franchise. Non-use for a period of two years of a franchise acquired under the provisions of this title shall be deemed a forfeiture of the corporate rights, privileges, and franchises. [C. L. § 2284*; '96, p. 305. The attempt of a board of directors to grant an gent of the company an irrevocable power of attorney is a virtual dissolution of the corporation, and is void. Davis v. Flagstaff Mining Co., 2 U. 74. The mere transfer by assignment of the corporate property to a trustee for the payment of debts does Amends in full 1901 P.80-8 POWERS. 322. Powers enumerated. The corporation in its name shall have power to make all contracts necessary and proper to effect its purposes and conduct its authorized business, to sue and be sued, to have a seal, which it may alter at pleasure, to buy, use, and sell, or dispose of personal property, to buy, use, sell, or dispose of all such real estate as may be necessary for its general business, and such as shall be necessary for the collection of its debts, or judgments, or decrees in its favor, and to disburse out of profits actually earned and on hand such dividends from time to time as the directors may deem prudent. It may make all such by-laws, rules, and regulations, not inconsistent with law or with other corporate rights and vested privileges, as may be necessary to carry into effect the object of the association; and such by-laws, rules, and regulations may be made in a general meeting of the stockholders, or by the board of directors subject to the approval of the stockholders. Limited to business expressly authorized, Con. art. 12, sec. 10. Power of corporations not formed for pecuniary profit, 346. A corporation has no powers except such as are granted by its charter or by necessary implication. Davis v. Flagstaff Mining Co., 2 U. 74. Where the evidence showed that the plaintiff loaned the corporation certain sums to pay unearned dividends, such loans, being forbidden, are fraudulent and void. Id. A corporation being limited in its power to negotiate loans by its articles of association, the directors had no authority to borrow money beyond that granted, and in the manner specified. Id. Actual knowledge that the company had no power to make a loan is not necessary to be shown. An incorporator and one of the first board of directors is bound to take notice of the directors' powers. A stockbroker is charged with knowledge of the extent and scope of the power of the company in whose stock he is dealing. Id. Under section 2272, C. L. 1888, providing the objects for which corporations may be formed and that no corporation shall have power to enter into as a business the buying and selling of real estate, but which affixes no [C. L. §§ 2272*, 2516*; '96, p. 302*. penalty for the act, a foreign corporation which engages in the business of buying and selling real estate in Utah territory, but takes the title to the land in the name of a trustee, does not forfeit its title to such real estate or lose the right to enforce the trust. Fisk v. Patton, 7 U. 399; 27 P. 1. It is not necessary to prove by the laws of a state where a corporation is organized, that it is authorized to hold or transfer real estate; such power is determined by the laws of the government in which they are doing business. Tarpey v. Deseret Salt Co., 5 U. 494; 17 P. 631. A resolution adopted at a stockholders' meeting, held, to be a by-law, though not adopted with the required formalities. Ogden Clay Co. v. Harvey, 9 U. 497; 35 P. 510. Neither the constitution nor the laws affect the power of an insolvent corporation to make preferences among its creditors. Wyeth Mfg. Co. v. James-SpencerBateman Co., U. —; 47 P. 604. A corporation in this state has the absolute right of disposal of its property, and a person may deal with it without greater danger of receiving property burdened with a trust or lien than in dealing with individual owners. Id. - 323. Winding up affairs. If the franchise of any corporation organized under this chapter shall expire by limitation or by forfeiture, the corporation may nevertheless continue for the purpose of winding up its affairs. [C. L. $ 2275*, 2287; '96, pp. 304*, 307*. OFFICERS-DUTIES AND REMOVAL. 324. Powers exercised by board of directors. The corporate powers of the corporation shall be exercised by the board of directors, who shall be stockholders in the company, and at least one-third of whom shall be residents of this state. The number of directors named in the agreement of incorporation as being sufficient to form a quorum for the transaction of business shall constitute a board, and every decision of a majority of the board so formed shall be valid as a corporate act. [C. L. § 2272*; '96, pp. 302*. But one incorporator need be a resident, ? 314. A corporation is not bound by a contract made by its board of directors ultra vires. Flagstaff Mining Co. v. Patrick, 2 U. 304. The board of directors of a corporation is its dominant body. The power of the directors is not a delegated authority, and when the transaction of the business of the company will be facilitated by the appointment of one or more of the board, such appointment may be made. Leavitt v. Oxford S. M. Co., 3 U. 265; 1 P. 356. In the absence of a statute or by-law of a company fixing the times of the meetings of its directors, all meetings of the directors, of which due and legal notice was given, are presumed to be regular, unless the contrary affirmatively appears. Id. The majority of the board of directors may bind the corporation on any matter within the power of the board. Id. In an action by the vicepresident of a corporation against the company to recover for services as general manager, it must be shown by a preponderance of evidence that the services were clearly outside of his duties as an officer of the company. Toponce v. Corinne Canal & Stock Co., 6 U. 439; 24 P. 534. Affirmed, 152 U. S. 405. There is no fiduciary relation existing between the director and a stockholder of a company in regard to transactions affecting the sale of its stock by a stockholder to the director, and as long as the director remains silent and does not actively mislead the stockholder, the transaction cannot be set aside for fraud, and an answer setting up such facts raises no issue of fraud. Haarstick v. Fox, 9 U. 110; 33 P. 251. The treasurer of a corporation wrote a letter accepting for the corporation plaintiff's offer to sell certain property at a specified price, in which letter he said, "I will guarantee you the money between thirty and forty days," and signed the letter with his name as treasurer: held, that this language was only an assurance that the company would pay, and not a personal guaranty. Riter v. Sun Foundry & Machine Co., 10 U. 140; 37 P. 257. The president of a mining company cannot bind the company by consenting to the sale of the property to a trustee to be held for himself. When any officer of a corporation is acting partly for himself and partly for the corporation, notice to him will not affect the rights of the company. Victor Mining Co. v. Nat. Bank of Republic, decided July 10, 1897. 325. Duration of directors' authority. Officers after having duly qualified may continue to exercise the duties of their offices until their successors shall be duly elected or appointed and qualified, unless sooner removed in the manner prescribed by the articles of incorporation or by-laws, or, in case no provision be made therein for such removal, according to the provisions of this chapter. [C. L. § 2277*; '96, p. 304*. 326. Failure to hold regular election. If from any cause the officers shall not be elected at the time provided in the agreement or by-laws, such election may be held at a special meeting of the stockholders to be duly called at any time by the directors, or, upon their failure to call such a meeting for a period of three months after the regular time of such election, at the call of any two stockholders. [C. L. § 2278*; '96, p. 304. 327. Removal of officers. A director or other officer may be removed from office as provided in the agreement or by-laws, or, in case there is no such provision, then by a vote of two-thirds of the outstanding capital stock, at a meeting held after previous notice of the time and place and of the intention to propose such removal. Special meetings of stockholders for this purpose may be called by the president or by a majority of the directors, or by stockholders holding at least one-half of the shares of stock outstanding. Such calls must be in writing and addressed to the secretary, who must thereupon give notice of the time, place, and object of the meeting, and by whose order it is called. If the secretary refuses to give the notice, or if there is no secretary, the call may be addressed directly to the stockholders. In case of the removal of a director or other officer, the vacancy may be filled by election at the same meeting, or by the board of directors, unless otherwise provided in the articles or by-laws. [C. L. $2285*; '96, p. 306*. If a trustee for a corporation is violating his trust, any stockholder of the company may bring an action against the trustee, joining the corporation as a defendant, and cause the trustee to be removed and the property held by the trustee sold and the proceeds equitably applied. Fisk v. Patton, 7 U. 400; 27 P. 1. 328. Correct books to be kept. It shall be the duty of the corporation to keep true and correct books of its proceedings and business. [C. L. § 2279; 96. p. 304. 329. Id. Access thereto by stockholders. The books of every corporation organized under the laws of this state must be so kept as to show the original stockholders, their interests, the amount paid on their shares, and all transfers thereof; all books of any corporation shall, at all reasonable hours, be subject to the inspection of any bona fide stockholder of record. A misdemeanor to refuse inspection, ? 4415. STOCK, STOCKHOLDERS, AND MEETINGS. 330. Stock. Transfer. Stock shall be deemed personal property, and the delivery of a stock certificate of a corporation, together with a written transfer of the same signed by the owner, to a bona fide purchaser or pledgee for value, shall be deemed a sufficient transfer of the title as against any creditor of the transferror and all other persons whatsoever. But no such transfer shall affect the right of the corporation to treat the holder of record as the holder in fact for the purpose of voting and of receiving dividends until such transfer is made upon the books of the corporation, or a new certificate is issued to the person to whom it has been transferred. [C. L. § 2280*; '96, pp. 304-5. 331. Liability of stockholders for corporate debts. The property of the corporation and the unpaid stock shall be liable for the debts of the corporation; but the individual property of any holder of full-paid capital stock of any corporation organized since March eighth, eighteen hundred and ninety-four, or that hereafter may be organized, under the laws of this state, except as otherwise expressly provided in this title, shall not be liable for the corporate obligations, nor shall assessments be levied on such stock for any purpose whatever. except to such extent and in such manner as may be expressly provided in the articles of incorporation. [C. L. §§ 2268*, 2286*, 2393*; '94, p. 119; '96, pp. 299*, 306-7*. Liability may be changed only by consent of all, 2338. Assessments, 22 354-374. Liability of holder of full-paid stock, 354. Non-liability of member of corporation not formed for pecuniary profit, 350. The unpaid capital stock of a corporation becomes a trust fund for the payment of its liabilities, and a stockholder is liable for calls as long as he remains the owner of the stock until it is fully paid up. Ogden Clay Company v. Harvey, 9 U. 497; 35 P. 510. The corporate assets of an insolvent corporation constitute a trust fund; first, for the payment of its creditors; second, for distribution among its stockholders. Noble Mer. Co. v. Mount Pleasant Co-op. Ass'n, 12 U. 213; 42 P. 869. The assets of an insolvent corporation are not a trust -- fund to be equally distributed among creditors, 332. Mode of subscriptions. The stockholders of any corporation may regulate the mode of making subscriptions to its capital stock and of calling in the same by by-laws or by express contract. [C. L. § 2268*; '96, p. 300. 333. Lien for unpaid subscriptions. The corporation shall have a lien on the amount paid in and the dividends thereon for any balance due for the stock of a delinquent stockholder. [C. L. § 2276*; '96, p. 304. A delinquent subscriber to the capital stock of a corporation, who is also a creditor, can, after the issuance of an execution upon his claim, maintain an action against the corporation and delinquent subscribers to capital stock, but a proportionate reduction to the amount delinquent on his stock must be made. Wilson v. Kiesel, 9 U. 397; 35 P. 488. 334. Stockholders' meetings, how called. Unless required by the agreement or by-laws, no notice need be given of annual or stated meetings of the stockholders. Special meetings shall be called and notice thereof given in such manner as may be prescribed in the agreement or by-laws. When not otherwise specified in the agreement or by-laws, special meetings of the stockholders may be called by the president, by any three directors, or by any number of stockholders owning not less than one-third of the capital stock, and notice thereof shall be given by personal service of the notice upon each stockholder at least five days before the day fixed for the meeting, or by advertisement in some newspaper published in the state, having general circulation in the county in which the principal place of business of the corporation is located. If publication be made in a daily newspaper, the notice shall be published in each issue of the paper for a period of two weeks, and if in a weekly newspaper, for three successive issues next before the day of meeting. [C. L. § 2285*; '96, pp. 305-6. 335. Id. Voting. At all meetings each shareholder shall be entitled to one vote for each share of stock which he or she may have in his or her own right, or held by him or her in trust for others, and such votes may be given in person or by an authorized agent, or by proxy. [C. L. § 2285*; '96, p. 306. 336. Id. Stock representation. The articles of incorporation or by-laws may provide what proportion of the outstanding capital stock shall be represented at a stockholders' meeting as a requisite to the holding of the same, and for adjournment from day to day in the absence of a sufficient representation, and what proportion of the stock so represented shall be necessary to determine any question or election; but in the absence of such provisions, a lawful meeting may be held by the stock represented at the meeting, whatever its amount, and every question or election thereat shall be decided by a majority of the votes cast. 337. Majority of stock, what constitutes. Whenever any portion of the capital stock of a corporation is held by the corporation, a majority of the remaining shares is a majority of the stock for all purposes of election or voting on any question at a stockholders' meeting. [C. L. § 2388*. AMENDMENTS. 338. What permissible. The articles of incorporation of any corporation now existing or that hereafter may be organized under the laws of this state may be amended in any respect conformable to the provisions of this chapter by a vote representing at least two-thirds of the outstanding capital stock thereof at a stockholders' meeting called for that purpose, as hereinafter prescribed; prorided, that the original purpose of the corporation shall not be altered, nor shall the capital stock be diminished to an amount less than fifty per cent in excess of the indebtedness of the corporation; and provided further, that the liability of the holder of full-paid capital stock for assessments or for the indebtedness of the corporation shall not be changed without the consent of all the stockholders. L. § 2273*; '94, p. 119*; '96, pp. 302–3*. Limitation on increase of stock, Con. art. 12, sec. 5. The reduction of corporate stock below the amount of indebtedness is fraudulent as against [C. creditors without notice. Leedum v. Earls Furniture & Carpet Company, 12 U. 172; 42 P. 208. 339. Id. How made. Notice of such meeting shall be given by the president or secretary of such corporation in some newspaper printed in the English language and having a general circulation in the county where the corporation has its principal place of business in this state for at least twenty-one days, stating the nature of the proposed change or amendment and the time and place of such meeting. Such change or amendment, when adopted, shall be signed by the president and secretary of such corporation and be filed and recorded in the manner provided for the filing and recording of original articles. The secretary of state shall issue a certificate of amendment, which shall be evidence of the facts therein stated. [C. L. § 2273*; '96, p. 303*. CONSOLIDATION. 340. What permissible. How made. Corporations of the same kind, engaged in the same general business in the same vicinity, existing, or that hereafter may be organized under the laws of this state, may consolidate upon such terms and conditions conformable to law as shall be agreed upon by a vote representing at least two-thirds of the outstanding capital stock of each of said corporations, at a special meeting of each thereof, upon notice stating the time, place, and object of such meeting, published for at least thirty days prior thereto in a newspaper having general circulation within the county where such corporation has its principal place of business. Such consolidation shall be evidenced by a certificate under the corporate seals of the respective corporations, signed by the president and secretary of each, briefly reciting the act or acts sought to be accomplished and describing the property sought to be conveyed or assigned, together with the name of the new corporation, with such other provisions as the law may require to be inserted in original articles of incorporation, and such others, being conformable to law, as may be deemed necessary to perfect such consolidation; which certificate shall be filed and recorded in the manner provided for the filing and recording of original articles of incorporation, and a copy thereof, duly certified by the county clerk, shall be filed in the office of the secretary of state, whose certificate shall constitute such consolidated corporations a new corporation. [C. L. § 2273*; '96, p. 303*. Consolidation of competing railroads forbidden, Con. art. 12, sec. 13. 341. Resulting rights and duties. Upon the consummation of such |