consolidation, all the rights, privileges, and franchises of each of said consolidating corporations, and all the property, real and personal, and all subscriptions and debts due on whatever account, shall be deemed to be transferred to and vested in such new corporation without further act or deed; and such consolidation shall not relieve the consolidating corporations, or either of them, or the stockholders, from any liabilities, nor shall it extinguish or limit any franchise or right; but all debts, liabilities, and duties of either of said corporations shall thenceforth attach to such new corporation, and be enforcible against it to the same extent as if incurred or contracted by it. CORPORATIONS NOT FOR PECUNIARY PROFIT. 342. Incorporation. Societies and associations where pecuniary profit is not their object may be incorporated as hereinafter provided. [C. L. 2288*: '96, p. 307*. 343. Id. Articles. The associates shall meet for organization, and the chairman or secretary of the meeting shall make an affidavit substantially in the following form: STATE OF UTAH, COUNTY OF I do solemnly swear (or affirm) that at a meeting of the members of (insert the name of the church or society as known before incorporation) residing in (insert the jurisdictional limits of the proposed corporation) held at in the county of -, state of Utah, upon notice to the incorporators by (insert a precise statement of the notice given, which in all cases shall be for not less than fifteen days, and in case of societies not previously existing shall be personal to each incorporator, and in case of societies already existing shall be by notice stating the time, place, and object of said meeting, published in some newspaper having a general circulation within the proposed jurisdiction of the corporation, and by notices posted upon the door of each of the usual places of meeting, if any, of the society) it was decided by a majority vote of the members present at said meeting to incorporate said society within said limits into a corporation, with such rights and obligations as may be prescribed by law, to be known as ; to exist for years from the date of incorporation; for the purpose of (insert object); with principal office at ; with a board of trustees, (vestrymen, wardens. directors, or such other officers as may be decided upon, not less than three nor more than twenty-five in number), consisting of members, of whom shall form a quorum, to be elected (annually or otherwise as may be determined. with time and place of election), in the following manner: and to qualify by each giving bonds to the corporation, to be filed with the secretary thereof, in the sum of dollars; and (insert the name of the officers for the first term, the method of adopting and amending by-laws, and of receiving and removing members, with such additional clauses conformable to law as the incorporators may deem necessary or desirable). this Subscribed and sworn to before me, (Signature of affiant). day of -, 18. [C. L. § 2289*; '96, p. 307*. 344. Id. Certificate. Such affidavit shall constitute the articles of incorporation of such society or association, and shall be filed and recorded in the manner provided for the filing and recording of the articles of incorporation of corporations for pecuniary profit. The secretary of state shall issue a certificate that a copy of the articles of incorporation containing the required statement of facts has been filed in his office, which shall be sufficient to constitute the association a body corporate. [C. L. § 2289*; '96, p. 307*. 345. Nomination of trustees by superior body. When the body cor porate consists of the trustees or directors of any benevolent, charitable, literary, scientific, religious, or missionary institution, which may be established in the state, and which may be under the control or supervision of any conference, synod, association, committee, or other body, or of any president, bishop, or other officer, the articles of agreement may provide that such body, if it exists under the laws of this state, or such officer, if he be a resident thereof, may nominate and appoint the trustees or directors or any part thereof, or fill any vacancy among the same. Iowa, McClain's An. C. (1888) ? 1655*. 346. Powers of corporation. Corporations not for pecuniary profit shall have power to sue and be sued; to adopt a corporate seal, and change it at pleasure; to contract and be contracted with; and to receive and hold such property, real and personal, whether obtained by purchase, gift, or devise, as may be necessary to carry on or promote the objects of the corporation, society, or association. [C. L. § 2290*; '96, p. 307. Powers of corporations formed for pecuniary profit, 322. 347. Powers of trustees. The trustees shall have the care, custody, and control of the corporate property, subject to the provisions of the articles of incorporation and by-laws, and may, unless otherwise provided in the articles or by-laws, upon consent of two-thirds of the members of the corporation present at a meeting duly called and held, mortgage, incumber, lease, sell, or convey any real or personal property of the corporation, unless such property has been received as a gift or devise for some special purpose, and if so received it shall be used and applied only for such purpose. Unless otherwise provided in the articles or by-laws, a meeting for such purpose shall be called upon not less than fourteen days' notice, to be given by publication in some newspaper having general circulation in the place where such corporation has its principal office, or if there be no such newspaper, then by posting on the door of the usual meeting place or places; such notice shall state the time, place, and object of the proposed meeting. [C. L. § 2291*; '96, p. 308*. 348. Annual report. The trustees must make annually to the members of the corporation a full report of their transactions, of the condition of the company, and of all property, real and personal, held by them in trust for the corporation. [C. L. § 2290; '96, pp. 307-8. 349. Other provisions made applicable. The provisions of this chapter relating to the non-use of the corporate franchise; to the right of officers to exercise the duties of their offices until the election and qualification of their successors; to the removal of officers and the filling of vacancies; to the holding of stated meetings and the calling of special meetings, except as hereinbefore prescribed; to the amendment of the articles of agreement and the filing of the affidavit thereof; and to the consolidation of corporations.-are hereby made applicable to corporations not for pecuniary profit, with such modifications as are rendered necessary by the fact that such corporations have members and not stockholders. 350. Liability of members. Members of corporations not organized for profit and having no capital stock are not individually or personally liable for the debts or obligations thereof, unless such liability is imposed by the articles of incorporation or the by-laws, and then only to the extent thus imposed. Liability of stockholders in corporations generally, 22 331, 354. FOREIGN CORPORATIONS. 351. Must file articles. Other duties. All corporations, not organized under the laws of this state, before doing business within the state shall file with the secretary of state and with the county clerk of the county wherein their principal office in the state is situated, a certified copy of their articles of agreement, certificate of incorporation, and by-laws, and, in case of alteration or amendment of said articles of incorporation or by-laws, shall file certified copies of such alterations or amendments with each of said officers, and shall also, before doing business within the state, by resolution of their board of directors, accept the provisions of the constitution of this state, and also designate some person residing in the county in which its principal place of business in the state is situated, upon whom process issued by authority of or under any law of the state may be served. A copy of such resolutions shall be certified by the president and secretary, under seal of the company, and filed in the office of the secretary of state and in the office of the county clerk of the county in which its principal office is situated. [C. L. § 2293*; '96, p. 308*. poration for services performed, the corporation Foreign corporations shall not be permitted to transact business under more favorable terms than local corporations, Con. art. 12, sec. 6. Corporation must have process agent, Con. art. 12, sec. 9. Corporation must file articles, Con. art. 12, sec. 9. In a suit by an employee against a foreign cor352. Penalties. Any such corporation failing to comply with the provisions of the foregoing section shall not be entitled to the benefits of the laws of this state relating to corporations; and any person acting as agent of a foreign corporation which shall neglect or refuse to comply with the foregoing provisions, shall be deemed guilty of a misdemeanor, and shall be personally liable on any and all contracts made in this state by him for and in behalf of such company during the time that it shall remain so in default; provided, that this section shall not be held to apply to persons acting as agents for foreign corporations for a special or temporary purpose or for a purpose not within the ordinary business of such corporations, nor shall it apply to attorneys-at-law as such. [C. L. § 2293*; '96, pp. 308-9*. CORPORATIONS HERETOFORE EXISTING. 353. Rights and duties continued. Every corporation heretofore lawfully organized under any law of Utah and existing at the time of the taking effect of this revision, shall continue in existence, with all the rights, privileges, powers, duties, and obligations conferred or imposed by the laws under which it has heretofore existed, as modified or controlled by the provisions of these stat utes. Existing corporations confirmed, Con. art. 12, sec. 1. 0 CHAPTER 2. ASSESSMENTS. 354. Full-paid stock non-assessable. The full-paid capital stock of any corporation organized since March eighth, eighteen hundred and ninety-four, or that may hereafter be organized under the laws of this state, shall not be assessable for any purpose whatever, except to such extent and in such manner as may be expressly provided in the articles of incorporation; provided, that if such stock is made assessable and the manner of levying the assessment is not provided for, it shall be levied in the manner and form hereinafter prescribed. § 2393*; '94, p. 119*. Liability of holder of full-paid stock, 2 331. Under C. L. 22 2374, 2375, and 2393, an assessment might be levied upon fully paid up capital stock to pay debts, but unless the articles otherwise provide, the remedy is limited to a forfeiture and sale of the stock. Gary v. York Mining Co., 9 U. 464; 35 P. 494. Where the stockholders quit-claim real 355. [C. L. property to which they had no title to a corporation, and receive therefor fully paid up stock of the corporation; held, that such stock is not paid up and that such stockholders can be held for the full amount of their apparent subscriptions. Henderson v. Turngren, 9 U. 432; 35 P. 495. Stock not full-paid. The board of directors of any corporation, whose capital stock shall not be full-paid, may, for the purpose of paying expenses, conducting business, or paying debts, levy and collect assessments upon the subscribed and unpaid capital stock thereof in such manner and at such times as may be prescribed in the articles of incorporation, or, if not therein provided for. in the manner and form and to the extent hereinafter prescribed. [C. L. $2374*. Unpaid stock liable for debts, 331. When a reasonable effort has been made to dispose of the stock set apart by the articles of agreement as a working capital, and no offer has been obtained therefor, the board may levy an assessment for the purpose of paying debts. The word "" assessment includes both "calls" and statutory assessments. Gary v. York Mining Co., 9 U. 464; 35 P. 494. Where an assessment on the capital stock of a corporation has been made by a board of directors de jure, and there is no question as to any irregularity in the levy, or any want of authority on the part of the lawful board to make it, an assessment will be held valid, and an injunction to restrain its collection denied. Chandler et al. v. Sheep Rock Mining & Milling Co., - U; 49 P. 535. 356. Amount of assessment. No assessment shall exceed ten per cent of the outstanding capital stock of the corporation, unless the corporation is unable to meet its obligations or satisfy the claims of its creditors, in which case the assessment may be for the full amount unpaid upon its capital stock, or for any less amount that may be sufficient to meet such obligations or claims. [C. L. $2375*. 357. Subsequent assessment, previous one unpaid. No assessment shall be levied while a portion of a previous one remains unpaid, unless: 1. The power of the corporation has been exercised in accordance with the provisions of this chapter for the purpose of collecting such previous assessment; 2. The collection of such previous assessment has been enjoined or restrained; or 3. The assessment falls within the provisions of the next preceding section. [C. L. § 2376*. No subsequent assessment can be levied upon the capital stock of a corporation under section 2376 C. L. 18, until the power of the corporation has been exercised to collect any previous assessment which remains unpaid, unless the collection of such previous one has been prohibited by injunction so that it can be of no avail to the corporation. Miles v. Sheep Rock Mining and Milling Co., — U. —; 49 P. 536. Where the collection of an assessment on such stock is enjoined pending an order to show cause, it does not affect the validity of the assessment but suspends the power to collect it. Id. 358. Order levying. Every order levying an assessment, unless otherwise provided in the articles of incorporation, must specify the amount thereof, when, to whom, and where payable; fix a day subsequent to the full term of the publication of the assessment notice on which the unpaid assessment shall be delinquent, not less than thirty nor more than sixty days from the time of making the order levying the assessment, and a day for a sale of delinquent stock, not less than fifteen nor more than sixty days from the day the stock is declared delinquent. [C. L. § 2377. 359. Notice of levy. Upon making the order the secretary shall cause to be published a notice thereof, in the following form : (Name of corporation in full. Location of principal place of business.) Notice is hereby given that at a meeting of the directors, held on the (date), an assessment of (amount) per share was levied on the capital stock of the corporation, payable (when, to whom, and where). Any stock upon which this assessment may remain unpaid on the (day fixed) will be delinquent and advertised for sale at public auction, and unless payment is made before, will be sold on the (day appointed), to pay the delinquent assessment, together with the cost of advertising and expense of sale. (Signature of secretary, with location of office.) [C. L. § 2378. 360. Id. Service and publication. The notice must be served personally on each stockholder, or, in lieu of personal service, must be sent through the mail, addressed to each stockholder at his place of residence, if known, and if not known, at the place where the principal office of the corporation is situated, and be published once a week for four successive weeks, in some newspaper of general circulation, in the place designated in the articles of incorporation as the principal place of business. [C. L. § 2379*. 361. Delinquencies. Notice of sale. If any portion of the assessment mentioned in the notice remains unpaid on the day specified therein for declaring the stock delinquent, the secretary shall, unless otherwise ordered by the board of directors, cause to be published in the same papers in which the notice hereinbefore provided for shall have been published, a notice substantially in the following form: (Name of corporation in full. Location of principal place of business.) Notice. There are delinquent upon the following described stock, on account of assessment levied on the day of -, 18-, (and assessments levied previous thereto, if any), the several amounts set opposite the names of the respective shareholders as follows: (Names, number of certificate, number of shares, and amount), and in accordance with law (and an order of the board of directors made on the 18-, if any such order shall have been made), so many shares of each parcel of such stock as may be necessary. will be sold at the (particular place) on the 18-, at the hour of to pay delinquent assessments thereon, together with the cost of advertising and expenses of the sale. day of day of (Name of secretary, with location of office.) [C. L. § 2380*. 362. Id. The notice must specify every certificate of stock, the number of shares it represents, and the amount due thereon, except where certificates may not have been issued to parties entitled thereto, in which case the number of shares, and amount due thereon, together with the fact that the certificates of such shares have not been issued, must be stated. [C. L. § 2381. 363. Id. Publication. The notice, when published in a daily paper, must be published for ten days, excluding Sundays and holidays, previous to the day of sale; when published in a weekly or semi-weekly paper, it must be published in each issue thereof for two weeks previous to the day of sale. The first publication of all delinquent sales must be at least fifteen days prior to the day of sale. [C. L. § 2382*. 364. Id. Effect on sale. By the publication of the notice the corporation acquires jurisdiction to sell and convey a perfect title to all of the stock described in the notice of sale upon which any portion of the assessment or expenses of advertising remains unpaid at the hour appointed for the sale, but must sell no more of such stock than is necessary to pay the assessments due and expenses of advertising and sale. [C. L. § 2384. 365. Sale at auction. On the day, at the place, and at the time appointed in the notice of sale, the secretary shall, unless otherwise ordered by the board of directors, sell or cause to be sold at public auction to the highest bidder for cash so many shares of each parcel of the described stock as may be necessary to pay the assessment and charges thereon according to the terms of sale; if payment is made before the time fixed for sale, the party paying shall only be required to pay the actual expenses of advertising in addition to the assessment. [C. L. § 2385. 366. Highest bidder. The person offering at such sale to pay the assessment and expenses for the smallest number of shares or fraction of a share is the highest bidder, and the stock purchased must be transferred to him on the stock books of the corporation, on payment of the assessment and expenses. [C. L. $2386. 367. Sale to corporation. If at the sale of stock no bidder offers the amount of the assessments and expenses due, the same may be bid in and purchased by the corporation through the secretary, president, or any director thereof, at the amount of the assessments and expenses due; and the amount of the assessments and expenses shall be credited as paid in full on the books of the |