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(102] SEC. 8. Notice. A notice shall be published four weeks in succession in some newspaper in such county, or, if no newspaper be printed therein, then such publication shall be made in some newspaper as convenient as practicable thereto.

SEC. 9. Failure to comply. A failure to comply with either of the requisitions contained in the two preceding sections, shall render their individual property liable on all contracts.

SEC. 10. Contents. The notice required by the eighth section shall contain:

First—The name of the corporation, and the principal places of transacting business.

Second-The general nature of the business to be transacted.
Third—The amount of capital stock incorporated.

Fourth—The amount of capital stock actually paid in, and the times and conditions on which the remainder is to be paid.

Fifth-The time of the commencement and termination of the association. Sixth-The officers of the company, and the time of holding elections.

SEC. 11. Republication. A like publication and recording shall be made upon renewal, or any essential alteration of the articles of incorporation.

SEC. 12. May continue 20 years. The corporation shall not be permitted to continue for more than twenty years at once, but may be renewed for a like time by the unanimous consent of the corporators.

SEC. 13. Cannot be dissolved. The corporation cannot be voluntarily dissolved previous to the period first fixed upon, without giving the same previous newspaper publication of its dissolution, as is required by section eight in its creation.

SEC. 14. Fraud. Intentional fraud in the transaction of the affairs of the company shall subject those guilty thereof to fine and imprisonment, or both, at the discretion of the court. Any person who shall receive injury from such fraud, may also recover damages therefor in a civil suit against such corporation.

SEC. 15. Dividends when to be fraud. The payment of dividends which shall leave insufficient funds to meet the liabilities of the company, shall be deemed fraud.

SEC. 16. Members liable. A failure to comply with the foregoing requisitions, or a substantial departure from the articles of association, shall render the individual property of the members of the company liable for the corporate debts.

SEC. 17. Forfeiture. Either such departure, or the practice of fraud by the company, shall cause a forfeiture of all their privileges under this act, and the courts may proceed to wind up their business, as in cases of special corporations that have violated their charters.

SEC. 18. Process how served. Legal process may be served upon any officer of the (103] company, and, if there be no officers, then upon any member thereof." This shall be deemed sufficient service upon the company.

SEC. 19. Execution—notice-duty of court. Whenever an execution shall be issued against the company, and, after reasonable inquiries, no corporate property can be found sufficient to satisfy the same, it shall be lawful to serve a notice upon the acting manager of the business of the company, or, if none such can be found, then upon any member thereof, requiring them to appear before the district court of the county where the judgment was obtained, and show cause why the individual property of the members of the company should not be made liable, and, if no sufficient cause be shown, then the court shall order the execution to be levied upon such property.

SEC. 20. Property released-how property treated. Property seized by virtue of such execution shall only be released from the effects of the law by either:

First-Pointing out sufficient company property whereon to levy; in which case the costs thus far made shall be added to the amount to be collected from the company by the execution-or,

Second-By making and filing in the clerk's office an affidavit that the funds of the company are exhausted, and by informing the officer who made the levy of the same. In this case the officer shall forthwith make return of that fact to the court from whence the execution was issued. He shall thereupon suspend all further proceedings under the execution, and the property levied upon shall be treated as though held by virtue of a writ of attachment until the further order of the court.

SEC. 21. As to plaintiff-issue. The plaintiff may direct a release of the property thus taken in execution, or he may appear before the district court at the return day of the execution, or as early as practicable afterwards, and, in answer to a rule to show cause why the property should not be released, may allege such matters as will render the private property of the members of the company liable. Issue shall thereupon be joined, to be tried by a jury.

SEC. 22. Trial-judgment. Upon such trial it shall be necessary for the company to exhibit their books and papers, if required, and explain by those, or by some other means, the fairness and regularity of their business transactions. The judgment of the court shall be in accordance with the finding of the jury.

SEC. 23. Claim of member. Whenever the private property of one member of the company is thus held, he shall have a claim for indemnity against the company.

SEC. 24. Member may sue. Any of the members may sue the company at law for a private demand against the same.

SEC. 25. Winding up concerns. All corporations whose charter shall expire by their own [104] limitations, or shall be annulled by forfeiture or otherwise, shall nevertheless be continued bodies corporate for the term of

years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock, but not for the purpose of continuing the business for which such corporation or corporations have been, or may be, incorporated.

SEC. 26. Private property liable. The private property of each stockholder shall be liable for all the debts of the corporation, to the amount of stock owned by said stockholder at the time when such debts were contracted, and also to the amount of stock owned by said stockholder at any subsequent time.

Approved, February 220, 1817.



.18 ACT to incorporate and establish the ciiy of Dubuque.

Be it enacted by the General Assembly of the State of Iowa:

SECTION 1. Boundaries of Dubuque-a body corporate-seal-city council. That all that part of the state of Iowa included within the following limits, to wit: Beginning at a point in the middle of the main channel of the Mississippi river, eastwardly and in line with the south boundary of the town of Dubuque, as surveyed and laid out by the commissioners appointed in pursuance of an act of congress, to lay off the towns of Fort Madison, Burlington, Dubuque, etc.; thence south sixty-seven degrees thirty-nine minutes west, to a stone planted in the ground; thence on the westerly boundary, north twentytwo degrees thirty minutes west, to a stake and stone; thence on the north boundary, north sixty-seven degrees thirty minutes east, to the middle of the main channel of the Mississippi river; thence down said river, with said channel, to the place of beginning; shall be and is hereby declared to be a city, and the inhabitants thereof are created a body corporate and politic, with perpetual succession, by the name and style of the city of Dubuque; and as such, by that name, shall be capable in law of contracting and being contracted with, of suing and being sued, pleading and being impleaded, answering and being answered unto, in all courts and places in all matters whatsoever; and also of purchasing, using, occupying, enjoying and conveying real, personal and mixed estate; and may have and use a corporate seal, and may change, alter and renew the same at [105) pleasure; and shall be competent to have, exercise and enjoy all the rights, immunities, powers and privileges, and be subject to all the duties and obligations incumbent upon and appertaining to a municipal corporation. And for the better ordering and governing said city, the exercise of the corporate powers of the same, hereby and herein granted, and the administration of its fiscal, prudential and municipal concerns, with the conduct, direction and government thereof, shall be vested in a mayor and aldermen, consisting of seven members, to be denominated the city council, together with such other officers as are hereinafter mentioned and provided for.

SEC. 2. Property invested in said city. That the said city of Dubuque shall be, and hereby is, invested as the lawful owner and proprietor, with all the real, personal and mixed estate, and all the rights and privileges thereof, together with all the property, funds and revenues, and all moneys, debts, accounts and demands, due and owing, or in any wise belonging to said city, or which by or under the authority of any former act or acts, have been acquired, vested in, or is or may be owing or belonging to the city of Dubuque, together with all rights, interests, claims and demands in favor of or against said city, may be continued, prosecuted, defended and collected in the same manner as though this act had never been passed.

Annual election-city council-quorum-journal-when to meetto take oath. That the qualified electors of said city shall, on the first Monday in April, Anno Domini, eighteen hundred and forty-seven, and annually on the same day thereafter, elect a mayor, who shall have resided in said city three years; and the qualified electors of said city shall at the same time elect six aldermen, who shall have resided in said city two years; and the mayor and aldermen so elected, when assembled together and duly organized, shall constitute the city council, a majority of whom shall be necessary to constitute a quorum for the transaction of business; they shall be the judges of the election returns and qualification of their own members, and shall continue in office for the term of one year, and until their successors shall be chosen and qualified. They shall determine the rules of their proceedings, and keep a journal thereof, which shall be open to the inspection and examination of every citizen; and may compel the attendance of absent members in such manner and under such penalties as they may prescribe; and they shall meet at some convenient place in said city, on the second Monday in April, and after taking the oath of office before some officer qualified to administer oaths, shall elect from their own body a president pro tempore.

SEC. 4. Treasurer's duties-officers. That there shall be elected by the qualified electors of said city, on the first Monday of April annually, a treasurer, who shall hold his office for the term of one year, and until his successor shall be elect-[106] -ed and qualified. He shall perform such duties and exercise such powers not herein specified, as may be lawfully required of him. There shall also be elected by the qualified voters of said city, on the first Monday of April annually, a recorder, city marshal, and assessor of said city, who shall hold their offices for the term of one year, and until their successors shall be chosen and qualified, and who shall perform such duties and exercise such powers as may be lawfully required of them by the ordinances of said city.

SEC. 5. Proclamation-duty of judges-proviso—failure to elect—mayor's duty-elections. That in all elections for city officers, it shall be the duty of the mayor to issue a proclamation to the qualified voters of said city, setting forth the time of such elections, the place or places where the same shall be holden, the officer or officers to be chosen, and cause such proclamation to be posted up in three of the most public places in said city, at least ten days previous to such election. And every such election shall be opened between the hours of eight and ten o'clock in the forenoon and continue open until four o'clock in the afternoon, and shall in all things be conducted agreeably to the laws regulating township elections for the time being; and it shall be the duty of the judges of said elections, within two days thereafter, to make and direct the returns thereof to the mayor of said city at his office, in the same manner that election returns are required to be made by the township trustees for the time being; provided, that in all elections for mayor, the returns shall be made and directed to the president pro tempore of the city council; and the mayor or president pro tempore of the city council, as the case may be, shall within five days after any such election, open the returns which shall have been made as aforesaid, and shall make an abstract of all the votes and file the same with the city recorder, who shall make a record thereof in a book to be kept by him for that purpose, and the person or persons having the highest number of votes shall be declared duly elected: but if from any cause the qualified voters of said city, or any of the respective wards, as the case may be, should fail to effect any election at the time and in the manner herein provided, the mayor shall forthwith issue his proclamation for a second or other election, which in all things shall be notified, conducted, regulated, and the returns thereof made, as in and by this act is prescribed, and the person or persons who shall be chosen at any such second or other election, shall hold their offices until the next ensuing annual election, and until their successor or successors in office shall be elected and qualified; and it shall be the duty of the mayor or president pro tempore of the city council, immediately to notify such person or persons who may be elected as aforesaid, of his or their election, by causing a written notice thereof to be served upon him or them by the city marshal; and every person so (107] chosen or elected as aforesaid, shall within ten days after his election, cause himself to be qualified to enter upon the duties of his office, and in default thereof, the office to which he shall have been elected shall be deemed and considered in law to be vacated; and it shall be the duty of the city council to prescribe the time and manner, and provide the place or places of holding all elections in said city for city officers, and of making the returns thereof, not herein otherwise directed and prescribed; and the said city council shall appoint judges and clerks for all city elections.

SEC. 6. Qualified voters-oath. That each and every white male citizen above the age of twenty-one years, who shall have been a resident in said city six months immediately preceding any election for city officers, shall be deemed a qualified voter of said city, and shall be entitled to vote in the same, or in the ward where he may reside, for mayor, alderman, recorder, treasurer, city marshal, assessor, and such other officers as are in and by this act directed to be chosen by the qualified voters of said city or of the respective wards therein, and all others which by public ordinance may be required to be chosen or elected; and when any person shall present himself to give his vote, and either

of the judges shall suspect that such person does not possess the requisite qualifications of an elector, or if his vote shall be challenged by an elector who has previously given his vote at such election, the judges of said election shall tender to such person an oath or affirmation in the following form, to-wit: I, A. B., do solemnly swear, (or affirm, as the case may be,) that I am a citizen of the United States, and that I have been a resident of this city six months immediately preceding this election; am a resident of this ward, (if wards have been established,) and to the best of my knowledge and belief, have attained the age of twenty-one years, and that I have not voted at this election.

SEC. 7. Eligibility. That no member of the city council shall be eligible to any office within the gift of the city council during the year for which he may have been elected, nor shall any member of the city council be interested, directly or indirectly, in the profit of any contract or job for work or services to be performed for the city.

SEC. 8. Duty of mayor-to have a casting vote. That it shall be the duty of the mayor to be vigilant and active at all times in causing the laws and ordinances of said city to be put in force and duly executed. He shall sign all by. laws and ordinances adopted and passed by the city council, and see that the same are published six days before they go into effect. He shall preside when present at the meetings of the city council and be denominated president of the same, and when there is a tie, shall give the casting vote. He shall do and perform such other duties as the city council may pre-[108)-scribe and determine, not inconsistent with the provisions of this charter.

SEC. 9. Oaths of officers—bond-compensation-duty of recorder. That the treasurer, marshal, recorder, assessor, and all other officers under the government of said city, shall, before entering upon the duties of their respective offices take an oath or affirmation to support the constitution of the United States, and faithfully and impartially to perform the several duties of the offices to which they may be respectively elected or appointed, and when required, shallo give such bond to the city, with good and sufficient security, in such sum or sums, and with such conditions thereto, as the city council may from time to . time direct; and in all cases not herein provided for, shall respectively be allowed and receive such fees and compensation for their services, and be liable to such fines, penalties and forfeitures, for negligence, carelessness, misconduct in office, and positive violation of duty, as the said city council shall order and determine. And it shall be the duty of the said recorder to keep the seal of said city, and all the records, papers and official documents thereunto belonging; he shall keep fair books wherein shall be kept the accounts of the city, shall attest all orders issued by the city council for the payment of money, and enter the same, in numerical order, in a book to be kept for that purpose, and shall perform such other duties as shall be required of him by ordinance.

SEC. 10. Duty of council-term of office. That the city council shall provide for the times and places of holding their meetings not herein otherwise provided for, which shall at all times be open to the public; they shall provide by ordinance for the election, by the qualified voters of said city, of such other city officers, whose election is not herein otherwise provided for, as shall be necessary for the good government of said city and the due exercise of its corporate powers, and which shall have been provided for by ordinance. And all city officers whose term of service is not prescribed, and whose powers and duties are not defined in and by this act, shall perform such duties, exercise such powers, and continue in office for such term of time, not exceeding one year, as shall be prescribed by ordinance.

SEC. 11. Vacancies—sickness or absence of mayor. That whenever the office of mayor, councilmen, treasurer, marshal, recorder, or any other officer, in and by this act specified and provided for, shall become vacant by death, resigna

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