agent of any company organized under the laws of Utah, or any officer or person doing or attempting to do business in this state for any insurance company organized without this state, failing to comply with any of the requirements of this chapter or violating any of the provisions thereof, shall be deemed guilty of a misdemeanor.

Iowa, McClain's An. C. (1888) 1⁄2 1710*.

413. Withholding or revoking certificate. The secretary of state must withhold or revoke the certificates of authority of the agents of any corporation, domestic or foreign, which shall neglect or fail to comply with the provisions of this chapter, or which, in his judgment, is conducting its business illegally or in violation of its articles of incorporation or by-laws, or is practicing deception upon its members or the public, or is pursuing a plan that is injurious to the interests of its members or the public, or whose affairs are in an unsafe condition.

414. Examination. It shall be the duty of the secretary of state, whenever he shall deem it expedient, to require the bank examiner to examine into the methods and affairs of any domestic insurance company, doing business in this state, and, if necessary, to appoint one or more disinterested persons to assist the bank examiner in making such examination. Upon the application of twenty-five policy holders therein he shall require an examination into the affairs of any foreign insurance company transacting business in this state.

Mont. Civ. C. 673*.

Duty of bank examiner, 222441-2443.

415. Id. Revocation of certificate. Dissolution. Whenever the secretary of state shall deem it best for the interest of the public so to do, he shall publish the result of such investigation in one or more newspapers of this state; and whenever it shall appear to the said secretary of state, from such examination, that the assets and funds of any company are reduced or impaired by the liabilities of said company to an unsafe extent, or that it is conducting its business illegally or in violation of its articles of incorporation or by-laws, or is practicing deception upon its members or the public, or is pursuing a plan that is injurious to the interests of the public, he shall notify its directors or managers, and if it shall not immediately amend its course or put its affairs upon a safe basis, he shall revoke the certificates of authority granted to the agents of such company, and shall cause a notification thereof to be published in some newspaper of general circulation in the state, and the agent or agents of such company are, after such notice, prohibited from the issuing of any new policy or the renewal of any policy previously issued. In the case of a corporation organized or existing under the laws of this state which shall fail to comply with the demand of the secretary of state as aforesaid, it shall also be the duty of the secretary of state to communicate the fact to the attorney general, whose duty it shall then become to apply to the district court, or to one of the judges thereof, for an order requiring said company to show cause why its business should not be closed, and the court or judge, as the case may be, shall thereupon proceed to hear the allegations and proofs of the respective parties; and in case it shall appear to the satisfaction of said court or judge that the assets and funds of said company are not sufficient as aforesaid, that the interests of the public require it, the said court or judge shall decree a dissolution of said company and a distribution of its effects; the said court or judge shall have the power to refer the application of the attorney general to a referee, to inquire into and report upon the facts stated herein.

Mont. Civ. C. 673.

416. Fees of bank examiner. In addition to the fee prescribed by law to be paid to the bank examiner for such examination, the corporation examined shall pay to the bank examiner, to be by him paid into the state treasury, the prescribed in the next succeeding section to be paid by the state to each person employed by the secretary of state to assist the bank examiner in making

such examination.

Fre of bank examiner, 2 969.

417. Id. Any person appointed to assist in examining any insurance company under the provisions of this chapter shall receive for his services the sum of ten dollars per day and two dollars for every twenty-five miles he shall necessarily travel in the performance of his duty, which shall be paid by the state upon a certificate of the secretary of state.

418. Chapter not applicable to social, etc., organizations. Nothing in this chapter shall be construed to apply to any organization of a purely social. religious, or benevolent character, where no commissions are paid and no salaried officers or agents employed; or to any local association or society organized under or subject to the control of a grand or supreme body, or to any secret organizations having subordinate lodges or councils which have been organized or may organize under the laws of this or any other state or territory, and which may do business in this state; or to commercial organizations, such as boards of trade or chambers of commerce, organized under the provisions of the general incorporation laws for the promotion of general public interests, and having in connection therewith the incidental features of a mortuary benefit fund which shall not be collected and distributed for pecuniary profit to the corporation.

The acceptance of assessments from a member waives a forfeiture of membership under a constitution and by-laws providing that non-payment of dues shall forfeit membership. Daniher v. A. O. U. W., 10 U. 110; 37 P. 245. Where a member of an unincorporated association receives on admission a

certificate entitling his beneficiary to two thousand dollars on his death, and each member is required to pay an assessment on each death among the members for a beneficiary fund; held, that the association was in effect a mutual life insurance company, and the certificate an insurance contract. Id.

TAX ON INSURANCE PREMIUMS.

419. Amount. Every insurance company doing business in this state shall pay to the state annually a tax of one and one-half per cent on the gross premium receipts of such company, collected from policy holders within the state, subject however to the deductions hereinafter allowed. ['96, p. 329.

420. Statement. Every such company shall before the first day of March of each year, furnish to the secretary of state, who shall file the same, a sworn statement of the total business transacted by such company in the state during the year ending December thirty-first next prior thereto. Such statement shall be in the form prescribed by the secretary of state, and shall show:

1.

The gross amount of premiums collected from policy holders within the state during the year or since the last report.

2. The losses paid in the state during the period covered by the report. ['96, p. 330*.

Annual general statement, 2 407.

421. Payment. Deductions. The secretary of state, after filing said statement, shall certify the amount of such gross premium receipts to the state treasurer. Within thirty days thereafter, every such insurance company shall pay such tax, or cause the same to be paid, into the state treasury; provided, that if any insurance company shall have paid a property tax during the year covered by said report, it shall be entitled to deduct from the tax herein provided the amount of such property tax paid for general state purposes. ['96, p. 330*.

422. Penalties. Any insurance company failing or refusing to render such statement or to pay the required tax for more than thirty days after the time herein specified, shall forfeit to the state the sum of one hundred dollars for each day such statement or payment is delayed. Said forfeiture and tax may be collected by an action to be instituted by the attorney general in the name of the state. The secretary of state may revoke the certificate of authority of any company failing or refusing to file said statement or to pay said tax within the times limited. and it shall be unlawful for such company or any agent or solicitor thereof to solicit or receive applications for insurance until the secretary of state has issued to the company a new certificate of authority. [96, p. 330*.

CHAPTER 6.

LOAN, TRUST, AND GUARANTY ASSOCIATIONS.

423. Organization. Chapters one and two applicable, when. Loan, trust, and guaranty associations may be incorporated under the provisions of chapter one of this title respecting corporations for pecuniary profit; and all the rights, privileges, and powers, and all the duties and obligations of such corporations and the officers and stockholders thereof, shall be as provided in said chapter and in chapter two of this title respecting assessments, except as in this chapter otherwise provided.

424. Duties and powers. Such corporations shall have power:

1. To make insurance of every kind pertaining to or connected with titles to real estate.

2. To act as assignees, agents, receivers, guardians of the estates of minors and incompetent persons, executors and administrators, and to execute trusts of every description not inconsistent with law.

3. To become sole security in any case where by law one or more sureties may be required for the faithful performance of any trust, office, duty, action, or engagement.

4. To buy, sell, or mortgage real estate or personal property, to loan money on real estate security or otherwise, to sell and assign mortgages and indorse negotiable instruments, and to make, execute, and deliver bonds, promissory notes, and bills of exchange.

5. To receive deposits of money and to pay an agreed rate of interest on the same; provided, that if any loan, trust, and guaranty association organized or existing under the laws of the state shall receive commercial or savings deposits, the liability of the stockholders of such corporation, and the restrictions concerning the lending of its funds, shall be as expressed and limited in the chapter of this title concerning commercial or savings banking corporations respectively. 6. To act as security for the faithful performance of any contract.

7. To become sole security for the faithful performance of the duties of any public officer, or of any officer or employee of any corporation, firm, or individual. 8. To become security upon any writ of error or appeal, or in any proceeding instituted in any court of this state. ['90, pp. 106-7*; '92, p. 59*

425. Approval of, as security. Nothing in this chapter shall be so construed as to dispense with the approval of such loan, trust, and guaranty association as security, by such court, officer, corporation, or individual as is or may be by law required to approve such security. ['90, p. 107.

426. Capital held as security. Whenever any such corporation shall accept an appointment as assignee, receiver, guardian, executor, or administrator, or be directed to execute any trust, the capital of the said corporation shall be held as security for the faithful performance of such duties and be held liable for any default whatever, and no bond shall be required of it for the faithful performance of such trust. ['90, p. 108.

427. Oath of corporation. The oath or affidavit of any officer of such Corporation for and in its behalf shall be deemed to be the oath or affidavit of such corporation. ['90, pp. 108-9*.

428. Paid up capital. The secretary of state shall not issue a certificate of incorporation to any loan, trust, and guaranty association until it shall appear by affidavit of at least three of the incorporators that such corporation has a paid up cash capital of not less than twenty-five thousand dollars, and in cities of the first class, of not less than one hundred thousand dollars. ['90, p. 107*.

429. Investment of capital. Any corporation organized or existing under this chapter shall keep its capital stock in money on hand, or on deposit in

solvent banks, or invested in the bonds of the United States or of this state, or of any county, municipality, or school district thereof, or in first mortgages on real estate situated in Utah, the amount invested in any mortgage not to exceed fifty per cent of the value of the land so mortgaged. ['90, p. 107*.

430. Reports. Loan, trust, and guaranty associations shall be bound by the provisions of law governing banks as to the times and manner of making reports to the secretary of state, as to the penalty for failure to make any such report, and as to the winding up of their affairs in certain cases. Examination of loan, trust, and guaranty associations, ?? 2441-2445.

['90, p. 107*.

Chapt

1899

CHAPTER 7.

RAILROAD CORPORATIONS.

FORMATION.

431. Formation, rights, and duties of railroad corporations. Corporations for the purpose of constructing, owning, and maintaining railroads. within or partly within and partly without this state, may be incorporated under the provisions of law respecting corporations for pecuniary profit; and all the rights, privileges, and powers, and all the duties and obligations of such corporations and the officers and the stockholders thereof, and respecting the assessment of the capital stock thereof shall be as provided by law respecting corporations for pecuniary profit, except as in this chapter otherwise provided. [C. L. § 2315*: '97, p. 237.

432. Contents of articles. Amounts necessarily subscribed and paid up. The articles of incorporation shall include an estimate of the cost of the construction and equipment of the railroad, the kind of power to be used, the names of the places between which and of the counties through or into which it is proposed to construct such railroad, and, as near as may be, its length; nor shall the certificate of incorporation issue until it shall appear to the secretary of state by affidavit of at least three of the incorporators that one thousand dollars for each mile in length of the proposed railroad shall have been subscribed, and that ten per cent of the stock subscribed by each stockholder has been paid in. [C. L. §§ 2316*-18*; '96, p. 237.

433. May be formed to buy other railroads. Exception. Railroad corporations may be formed pursuant to the laws of this state for the purpose of buying, owning, maintaining, operating, and further extending the railroad. rights, property, and franchises of any railroad corporation or corporations whose lines of railroad are situated within or partly within and partly without this state. which shall have been or may be sold under judicial proceedings or in the enforcement of mortgage liens, or at private sale; and such purchasing corporation shall be entitled to exercise and enjoy all the powers, rights, privileges, and franchises which, at the time of sale, belonged to or were vested in the corporation or corporations last owning the property sold, not inconsistent with the laws and constitution of this state, as well as all rights, privileges, and franchises conferred upon it under its articles of incorporation. Railroad corporations organized under the laws of Utah shall have power to purchase or otherwise lawfully acquire the capital stock or any part of the capital stock of any other railroad corporation. whose lines are or may be within this state, or partly within and partly without the same; provided, that this privilege shall not be construed to permit the purchase of any part of the capital stock of any corporation owning a parallel or competitive line. [C. L. $2373*; '97, pp. 13-14*.

POWERS.

434. Amendments adding new lines, etc., lawful. Any amendment of the articles of incorporation adding new lines of route, altering the original route, or changing the termini, shall not be deemed unlawful as an alteration of the original purpose of the corporation. [C. L. § 2323*.

435. Consolidation. It shall be lawful for any railroad company organized under the laws of this state to consolidate with any other railroad company or companies organized under the laws of this or of any other state, or territory or of the United States; provided, that the lines of such companies shall not be parallel or competitive, but shall be substantially continuous and connective. The agreement of consolidation shall be ratified by the stockholders of any foreign corporation in the manner prescribed by the laws of the jurisdiction where such corporation was organized, and the affidavit of the president and secretary of such foreign corporation showing that such laws have been fully complied with, shall be filed with the secretary of state before his certificate of incorporation shall issue to the new consolidated corporation. [C. L. §§ 2360-6*; '90, p. 35: 97. p. 237.

sec. 13.

Limitation on right to consolidate, Con. art. 12,

The articles consolidating several railroad companies into the C. P. Railroad Co. contained a grant by which the original C. P. Railroad Co. hereby sells, assigns, transfers, grants, bargains,

releases, and conveys" to the consolidated company all its property, real, personal, and mixed"; held, that the lands granted the C. P. Railroad Co. were thereby conveyed. Tarpey v. Deseret Salt Co., 5 U. 494; 17 P. 631.

436. Surveys. Eminent Domain. Crossings. Branch lines. Rules. Any company incorporated under the provisions of this chapter or constructing or operating a railway in this state, in addition to other rights conferred, shall have power to enter, by its servants, upon the real property of any person, for the purpose of selecting an advantageous route for its main line or any branch thereof, or for the purpose of relocating its line, subject to responsibility for all damages resulting therefrom; to acquire by purchase, donation, or otherwise, all such real and personal property as may be necessary for, or may be given to aid or encourage the construction and maintenance of its railroad and for its buildings and yards; to condemn, in the manner provided by law, a right of way, not to exceed nine rods in width, with such additional lands as may be necessary for depot grounds or for the purpose of constructing necessary embankments, excavations, ditches, drains, culverts, or for the procuring of timber, stone, gravel, or other essential materials; to cross natural or artificial streams or bodies of water, streets, highways, or railroads which its road may intersect, in such manner as to afford security for life and property and subject to the duty of immediately restoring such course or body of water, street, highway, or railway to its former condition, as nearly as may be; to cross, intersect, join, or unite its railroad with any other railroad, either before or after construction, at any point upon its route, and upon the grounds of such other railroad corporation, with the necessary turnouts, sidings, and switches, and other conveniences in furtherance of the objects of its connections, and every corporation whose railroad is or shall be hereafter intersected by any new railroad, shall unite with the owners of such new railroad in forming such intersections and connections, and grant facilities therefor; to construct and operate spurs or branch lines of railroad connecting with the main line or any branch thereof, not to exceed five miles in length each, though such spurs or branch lines be not named or described in the articles of incorporation, and to relocate any section or sections of its lines between the principal termini, with the same powers as in the case of original or first locations; to take and transport persons and property by steam. electrical, mechanical, or animal power, or by any combination thereof, and receive such compensation therefor as may be conformable to law; and to make such regulations regarding the movement of its trains or cars and the manner of transporting passengers and freight and for the management of its property, as

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