all officers and the names of such officers with their residences, if they have been selected.

Sixth. Article 5 shall contain a description of the corporate seal adopted by such association, together with an impress of the same. These articles of association shall be signed and acknowledged by each of the incorporators.

3850i. May reincorporate. 9. Any such fraternal beneficiary association that is now doing business in this State as a corporation de jure or a corporation de facto, by virtue of any law of this State authorizing the incorporation of such associations, may reincorporate under the provisions of this act and receive from the Secretary of State a certificate of reincorporation, which certificate shall also state the date of the original incorporation. Any such association desiring to reincorporate under this act, shall, by its supreme governing body, council, executive committee or other body or committee having power to change its laws, adopt a resolution embodying new articles of association prepared to conform to section seven [eight] of this act, which resolution must be copied in triplicate, signed by the executive officer of the body adopting it, or by the chief executive officer of the association; and its correctness and the fact that it was adopted in accordance with the provisions of this section must be certified to under oath by the secretary or similar officer of such association. The aforesaid triplicate copies of such resolution shall then be submitted to the Auditor of State for his. approval, the same as if they were original articles of association, as provided in section seven [eight] of this act, and one copy shall be filed with the said Auditor of State and one copy with the Secretary of State in the manner provided in section seven of this act for the incorporation of new associations; and when this is done, the Secretary of State shall issue, in the manner provided in section seven of this act, his certificate of reincorporation; and thereafter such association shall be deemed to be reincorporated under the provisions of this act.

3850j. Rights and powers of association.

10. Every such frater

nal beneficiary association, from the time it files a copy of its articles of association for record in the office of the Auditor of State and files a copy of the said articles of association with the Secretary of State and receives his certificate of incorporation, as provided either in section seven [eight] or in section eight [nine] of this act, shall be deemed and held to be a corporation or body politic in perpetuity, and shall have and possess all the rights, powers and privileges given to corporations by common law; it may sue and be sued in any court of proper jurisdiction; it may borrow money and secure the payment of the same by notes and mortgages, bonds or deeds of trust upon its personal or real property; it may rent, lease, purchase, hold, sell and convey such real and personal property as may be necessary and proper for the purpose of erecting buildings for the use of such association and for other proper objects of such association, or which may be tak en for debts due such association; and it may in general do all things not prohibited by law that are necessary and proper for the economical and proper conduct of its business.

3850k. Paid agents. 11. Such associations shall not employ paid agents in soliciting or procuring members, except in the organization or building up of subordinate bodies or granting members inducements to procure new members.

12. No contract

38501. Vested right not given by contract. between a member and his beneficiary, that the beneficiary or any other person for him shall pay such member's assessments and dues, or either of them, shall give the beneficiary or other person a vested right in the benefit certificate or in the benefit, or deprive the member of the right to change the name of the beneficiary or revoke the certificate, if any, issued by such association: Provided, That such change or revocation to be made by written or printed notice to the association in the manner and form provided for by its by-laws.

3850m. Money not liable to attachment. 13. The money, or other benefit, charity, relief or aid to be paid, provided or rendered by any association authorized to do business under this act, shall not be liable to attachment by trustee, garnishee or other process, and shall not be seized, taken, appropriated or applied by any legal or equitable process, or by operation of law, to pay any debt or liability of a certificate holder or of any beneficiary named in any certifi cate, or any person who may have any right thereunder.

3850n. Meetings of governing body. 14. Any such fraternal beneficiary association organized under the laws of this State may provide for the meetings of its legislative or governing body in any other State, Territory or province, wherein such association shall have subordinate lodges or bodies, and all business or corporate acts transacted at such meetings shall be valid in all respects as if such meetings were held in this State; and where the laws of any such associations provide for the election of its officers by votes to be cast in its subordinate bodies, the votes so cast by its subordinate bodies in any other State, Territory or province shall be valid as if cast in this State.

38500. Penalty for false statement. 15. Any person, officer, member or examining physician who shall knowingly or willfully make any false or fraudulent statement or representation in, or with reference to any application for membership, or for the purpose of obtaining any money or benefit in any association transacting business under this act, shall be guilty of a misdemeanor, and upon conviction shall be punished by a fine of not less than $100, nor more than $500 or imprisonment in the county jail for not less than thirty days or more than one year, or both, in the discretion of the court; and any person who shall willfully make any false statement of any material fact or thing in a sworn statement as to the death or disability of a certificate holder or member in any such association for the purpose of procuring payment of a benefit named in the certificate of such holder, and any person who shall willfully make any false statement in any verified report or declaration under oath; required or authorized by this act, shall be guilty of perjury and shall be proceeded against and punished as provided by the statutes of this State in relation to the crime of perjury.

3850p. Failing to make report, penalty. 16. Any such association, whether heretofore or hereafter organized under the laws of this State or of any other State, Territory or province, refusing or neglecting to make the report provided for in this act, shall be excluded from doing business within this State. The Auditor of State, within sixty days after such association shall exceed its powers or shall conduct its business fraudulently, or shall be insolvent, or shall fail to comply with any of the provisions of this act, must give notice thereof in writ

ing to the Attorney-General, who shall immediately commence an action against such association to enjoin it from carrying on any business within this State, or if found to be insolvent, for the appointment of a receiver to wind up its affairs. No injunction against any such association to enjoin it from transacting business in this State, or order appointing a receiver therefor, shall be granted by any court except on application of the Attorney-General at the request of the Auditor of State, where the State, or a member, or other party, seeks relief. No association so enjoined shall have authority to continue business until such report shall be made, or overt act or violations of the law complained of shall be corrected, nor until the costs of such action shall be paid by it, provided the court shall find that such association was in default as charged, and that such association is solvent. Whereupon the Auditor of State shall reinstate such association and not until then shall such association be again allowed to do business within this State. Any officer, agent, or person acting for any such association or subordinate body thereof within this State, while such association shall be so enjoined or prohibited from doing business, pursuant to this act, or after receiver has been appointed for such association, shall be deemed guilty of a misdemeanor, and on conviction thereof shall be punished by a fine of not less than twenty-five ($25) dollars nor more than two hundred ($200) dollars, or by imprisonment in the county jail for not less than thirty (30) days nor more than one year, or by both such fine and imprisonment in the discretion of the court.

3850q. Officer failing to comply with law. 17. Any person who

shall act within this State as an officer, agent, or otherwise for any association, which shall have failed, neglected or refused to comply with, or shall have violated any of the provisions of this act, or shall have failed or neglected to procure from the Auditor of State a proper certificate of authority to transact business, as provided for by this act, shall be subject to the penalty provided in the last preceding section for the misdemeanor therein specified.

18. When any other

3850r. Obligations imposed by other states. State, Territory or province shall impose any obligation upon any fraternal beneficiary association organized under the laws of this State, or its agents or representatives, or other persons transacting business for it in such other State, Territory or province, the like obligations are hereby imposed on similar fraternal beneficiary associations organized under the laws of such other State, Territory or province, and their agents or representatives doing business in this State.

3850s. Act does not apply to certain corporations, etc. 19. This act shall not apply to any corporation, society or association carrying on the business of life, health, casualty or accident insurance for profit or gain, but it shall apply only to fraternal beneficiary associations as defined in section one of this act; this act shall not affect or apply to any grand or subordinate lodge of the Ancient Order of Free and Accepted Masons, Independent Order of Odd Fellows, Improved Order of Red Men, or Knights of Pythias, as they now exist, nor to similar orders or secret societies, nor to any association not working on the lodge system, or which limits its certificate holders to a particular class, or to the employees of a particular town or city, designated firm, business house or corporation.

CHAPTER 35.

CORPORATIONS - MANUFACTURING AND MINING

COMPANIES.

Acquiring title.

Proceedings to appropriate and condemn.
Payment of damages.

Unknown parties - Amendments, etc.
New proceedings.

Canal or race.

3852.

When incorporated.

3874.

3853.

What real estate may hold.

3875.

3854.

Directors.

3876.

3855.

Officers-Voting.

3877.

3856.

Marine railway- Gas pipes.

3878.

3856a.

Gas and water companies.

3857.

Capital stock.

3858.

Stock transferable - Restrictions.

3859.

Payment for stock.

3860.

Collection of calls.

3861.

Certificate of payment to be filed.

Reduction of capital-Certificate,
Annual report.

3863a. Preferred stock.

3863b. Provisions in articles of association. 3863c. Issuing of preferred stock.

3863d. Amount of Limit.

3863e. Stock not to be voted.

3863f. Redemption of stock-Certificates.

3863g. When act not applicable.

3864.

3865.

3866.

3867.

3868.

3869.

3870.

3871.

3872.

"Annually" construed.

Liability of officers.

Suit against officers.

Improper dividend-Directors liable.
Liability for violating Act.

Liability of stockholders.

Enlarging objects.

Real estate.

Former charters.

3872a. Stock in water power.

3872b. Water works companies - Powers.

3872e. Damages - Payment of.

3878a. Extension of corporate existence.
3878b. Change of business location.
3878c. Directors - Election.

3878d. Directors Increase or decrease.
3878e. Wages- Semi-monthly payment.

3878f. Paper issues forbidden- Penalty.
3878g. Sales to employe.

3878h. Non payment on demand - Recovery.
38781. Violation of Act - Penalty.

3878). Liens not affected.

3879. Foreign companies may acquire real estate.
3879a. Definition-Mining.

3879b. Corporations existing legalized.

3879c. Capital stock - Subscriptions valid.

3879d. Capital stock-Limit of.

3879e. Stock voting through trustees-As a unit.
3878f. Prior agreements validated.

3879g. Powers and restrictions.

3879h. Easement, acquisition under.

38791. Eminent domain-Exercise of power.
38791. Several claimants - Award paid into court.
3879k. Persons not appearing, represented, how.
38791. Defects of title.

3879m. Incorporation authorized, etc.
3879n. Corporation in esse, when.

38790. Directory: - Quorum.

3879p. Secretary -Treasurer-Proxy voting.
3879q. Capital stock-Increase.

3879г. Stock personalty- Transfer.

3872f. Parties to proceedings-Unknown parties. 3879s. Stock, payment for.

3872c. Eminent domain-Right of.

3872d. Procedure to appropriate lands.

3851. How incorporated. 1. Whenever three or more persons may desire to form a company to carry on any kind of manufacturing, mining, mechanical, or chemical business, or to furnish motive power to carry on such business; or to supply any city or village with water; or to form union stock yards and transit companies, and operating, maintaining, and transacting the business incident to such companies; or to form grain elevator companies, and constructing, maintaining, and operating elevators, and transacting the business incident thereto; or to form companies for the purpose of buying and selling dry goods, carpets, boots and shoes, millinery goods, fancy goods, or jewelry, in connection with the manufacture of such goods, and articles, into any articles for which they are suitable, and for the sale of such articles, when they are so manufactured - they shall make, sign, and acknowledge, before some officer capable to take acknowledgment of deeds, a certificate, in writing, which shall state the corporate name adopted by the company, the object of its formation, the amount of capital stock, the term of its existence (not, however, to exceed fifty years), the number of directors and their names who shall manage the affairs of such company for the first year, and the name of the town and county in which its operations are to be

"

carried on, and file the same in the office of the Recorder of such county, which shall be placed upon the record, and a duplicate thereof in the office of the Secretary of State.

1. Grain elevator companies formed or attempted to be formed on or before December 27, 1872, under the act of March 11, 1861 (p. 137), were legalized by an Act of 1872 (S., p. 47).

2. An Act of 1853 (p. 94) prevented the forfeiture of charters of manufacturing and mining companies for certain irregularities, therein enumerated, occurring prior to February 1, 1853

3. The mere signing of articles of association does not create a corporation; the subscribers must also sign and acknowledge the certificate of incorporation, and cause it to be recorded, as the act directs. Indianapolis, etc., Co. v. Herkimer, 46 Ind. 142.

4. A water works company, incorporated under sections 4200 and 4203, inclusive, is not a manufac turing company within the meaning of this act or of the law concerning mechanics' liens.-Kentucky, etc., Co. v. New Albany Water Works, 62 Ind. 63.

5. This section is an amendment, in force August 24, 1875, amending section 1 of statute of May 20, 1852.-City of Vincennes v. Calender, 86-490.

6. An association which does business under an unsuccessful attempt to incorporate is a partnership, composed not only of the directors but of the subscribers to the articles.- Coleman v. Coleman, 78-346.

7. This section requires that the persons who desire to organize a corporation for manufacturing, mining and other purposes under the statute of 1875, shall make, sign and acknowledge, before some officer capable to take acknowledgment of deeds, a certificate in writing which shall state," etc. The mere signing of the paper is not sufficient to complete the obligation of subscription. In order to make valid and effective articles of association against all who sign, all must acknowledge them as the statute requires. One who simply signs the articles without acknowledging the execution thereof, as the law requires, does not become a stockholder, and is not bound by his subscription, whether to demand stock subscribed for or to be required to pay for such stock.-Čoppage v. Hutton,

124-402.

[1 R. S. 1852, p. 358. In force May 6, 1853.]

3852. When incorporated. 2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, and, by their corporate name, may take, hold, and convey real estate necessary to carry on the operations named in such certificate.

[1875 S., p. 107. In force August 24, 1875.]

3853. What real estate may hold. 1. All incorporated manufacturing companies, in actual operation and carrying on business in the State of Indiana, may take, hold and convey so much real estate as may be necessary to carry on their business, and may also take and hold such real estate as may be mortgaged to such companies to secure any debt, or may be taken in payment of any indebtedness previously contracted, or may be purchased on judgments, decrees, or mortgages obtained or made for such debts; and all such conveyances of land, whether made heretofore or hereafter, are hereby ratified and declared to be valid.

1. This section empowers manufacturing companies to acquire and convey real estate under certain circumstances; wherefore, a complaint to quiet title is not insufficient in that it avers a title derived from such a corporation.-Gabe v. Root, 93-258.

[1 R. S. 1852, p. 358. In force May 6, 1853.]

3854. Directors. 3. The business of such company shall be managed by not less than three nor more than eleven directors, who shall be stockholders therein and residents of the United States; and a majority of the directors chosen shall be a quorum. Such directors, after one year from the organization of the company, shall be elected by the stockholders annually; and the directors thus chosen, or first appointed, shall elect the president thereof.

[1861 S., p. 135. In force July 5, 1861.]

3855. Officers-Voting. 4. The directors of such company shall annually elect a secretary and treasurer, who shall respectively give bond, with security as shall be required by the by-laws, and be sworn to the faithful discharge of the duties assigned to each of them: Provided, That said directors may, if they deem proper, elect one person to discharge the duties of secretary and treasurer. Absent stockholders may vote by proxy, and each share of stock shall entitle the owner thereof to one vote. All officers shall serve until their successors are elected and qualified.