poration of the record of a meeting of its stockholders could not be objected to on the ground that the minutes of such meeting were made on loose sheets of paper and kept in a drawer several months before they were copied into a book called the record," it not appearing that such minutes did not truly represent the action of said meeting, or that the "record" was not adopted by the stockholders, or that there was anything improper in the transaction.- Vawter v. Franklin College, 53 Ind. 88. .

12. If the articles of association describe what shall be on the corporate seal, it will be a sufficient compliance with the statute requiring an impression and description of the seal to be given.- Vawter v. Franklin College, 53 Ind. 88.

13. Persons who are entitled to receive benefits from mutual benefit associations, can not be prevented by the by-laws of such association from enforcing their rights in the courts. Supreme Council of Order of Chosen Friends v. Gar

rigus, 104 Ind. 133.

3518. Articles of association - Contents. 1. Any number of persons not less than ten may voluntarily associate themselves by written arti cles, to be signed and acknowledged by them before some disinterested person authorized by law to take acknowledgment of deeds, specifying therein the objects of the organization, the corporate name they may adopt, the amount of capital-stock and number of shares into which the same shall be divided, the names and number of the officers to be elected to manage the business and prudential concerns of such association, the manner of their election, the name and place of residence of each member or stockholder, and (if a stock-capital is subscribed) the amount and number of shares subscribed by each.

3519. Basis may be stock or fees. 2. Such association may be formed either on the basis of capital-stock or by requiring annual membership-fees, for the purpose of maintaining boards of trade, commercial or real-estate exchanges, chambers of commerce, or other commercial organizations, under such name as the incorporation may see proper to adopt. 3520. Articles, where recorded—Amendments. 3. Every such association shall file its articles of incorporation in the Recorder's office of the county in which such association may be formed; and, upon the expense of filing and recording being paid, the Recorder shall record the same in the miscellaneous book of records in his office, and such records or a certified copy thereof, as against the subscribers of such articles of incorporation, shall be conclusive evidence of the matters and things therein recited. Such articles may be amended from time to time in such manner as may be prescribed in the original articles of association; and amendments, so made, shall go into effect when filed and recorded in the Recorder's office of such county: Provided, however, That no such amendments shall be allowed or made which shall change the objects of any such association as defined in the original articles of association, nor add another and different object than those originally specified as herein required.

3521. Powers. 4. Every such association shall, from the time such articles are filed in the proper Recorder's office, be deemed and held to be a corporation, and shall have and possess all the rights, powers, and privileges given to corporations by common law; to sue and be sued; and to rent, lease, purchase, hold, and convey such real and personal property as may be necessary and proper for the purpose of erecting and maintaining buildings thereon and to carry out the objects of any such corporation: Provided, however, That the whole amount in value of all the real and per

sonal property owned by any such association, at any one time, shall not exceed the sum of five hundred thousand dollars.

3522. Shares. 5. Every such corporation may, at its discretion, divide its corporate property into shares, and designate the manner in which the same may be held, sold, conveyed, or transferred.

3523. Officers - By-laws - Record - Seal. 6. Every such corpo

ration shall, in the manner specified in its articles of incorporation, elect such officers, directors, and agents as may be necessary to carry into operation the objects of its organization. It may adopt and prescribe rules and by-laws for the government of its officers, directors, agents, and members; and shall keep a record of its proceedings, and books in which shall be kept correct accounts of all receipts and expenditures of such corporation, and semi-annually, a balance sheet, containing a full, frue, and complete account of all such receipts and expenditures, shall be made out, signed by the president, attested by the clerk or secretary, and recorded in a book to be kept for that purpose; and such book, and all other books in which the accounts of such corporation may be kept, shall be, during business hours, open to the examination and inspection of the members thereof. It shall keep a corporate seal; and such records or copies thereof. duly signed by the president and attested by the secretary or clerk under its corporate seal, and verified by the affidavit of such president or clerk thereto annexed, may be given and read in evidence in any Court when the interests of such corporation are concerned.

3524. Arbitration - Expulsion of members. 7. Every such corporation may adopt rules, by-laws, and regulations relating to the arbitration and settlement of business controversies and misunderstandings between its members; and may appoint, annually or oftener, committees to whom such disputes may be referred for settlement; and all arbitrations and settlements thus made and the awards of such committees shall be final and binding upon the parties only who may have signed a written agreement to abide by such awards. Such corporation may expel any of its members for violations of its regulations or for dishonorable transactions in business. 3525. Forfeiture. sions of this Act by any association or corporation organized under or by virtue of this Act shall forfeit all rights of such corporation or association acquired thereunder, and it may be proceeded against by information as, by law, in other cases provided.

8. Any willful violation of any of the provi

3526. Restriction. 9. That the provisions of this act shall not au

thorize the organization of any banking, insurance, telegraph, mining, manufacturing, warehouse or transportation company, but any board of trade or other commercial organization heretofore organized under this act, or that may hereafter be organized under it, may create and operate among its members a system of mutual mortuary benefits and may raise the benefits, after the death of each member who is a subscriber to the mortuary benefit fund, by an assessment of not more than four (4) dollars upon cach living member for the benefit of the beneficiaries of such deceased member, de scribed in the articles of association or by-laws of the corporation or for the benefit of the beneficiaries named by the member himself conformably to the articles of associa-, tion or by-laws, and said corporation may make continued membership in the corporation itself, of a living member, conditional upon his paying such assessments promptly: Provided, however, That the corporation shall only be liable to any beneficiary to the extent of the assessment in his favor [that] has been received by it, and provided further that the fund so collected shall not be depleted by any salary of officers or other expenses, but the whole thereof shall be paid to the beneficiary. Any such system of mutual mortuary benefits as has heretofore been organized by any such corporation and now exists, which would if organized after the passage of this act be valid, and the past acts of such corporations carrying the same into effect, are hereby validated and legalized. [As amended 1901 S., p. 426. Approved March 11, 1901.]

3527. Control by General Assembly. 10. Any and all associaations or corporations organized under or having existence by virtue of this Act shall remain subject to the control of the General Assembly of the State of Indiana, and may be, by an Act or law thereof, required and compelled to make a report of all its proceedings to any General Assembly of this State. And any General Assembly of this State may, by law, repeal this Act, and require and compel the dissolution and settling up of all corporations or associations organized under this Act within any period not less than three years after the passage of such repealing Act.

3528. How organized. 1. Any number of persons may form themselves into a corporation for the purpose of constructing and owning a bridge across any river, creek, or other water-course, by complying with the following requirements: They shall unite in articles of association, setting forth the corporate name they assume, the water-course, the place where the said bridge is to be built or constructed, the amount of capitalstock, and the number of shares into which it is to be divided. The names and places of residence of the subscribers or stockholders, and the amount of stock taken by each, shall be subscribed to said articles of association. Whenever the stock subscribed shall amount to a sum sufficient to complete the bridge according to the estimate of a practical engineer, the company may organize, and shall first obtain the consent of the Board of Commis sioners of the proper county to authorize such company to erect such bridge at the place proposed in the articles of association; and if the stream over which any bridge is proposed to be constructed shall be the dividing line of counties, then the consent of the Board of Commissioners of each county interested shall be obtained; and immediately thereupon a copy of the articles of association shall be filed in the office of the Recorder of the county or counties in which the bridge may be erected or situated. Any such corporation, if they deem it best, may construct and own, as an extension of such bridge and in connection with it, a firm and substantial causeway, to be made of trestle work or of solid embankment, or part of trestle work and part of solid embankment, across the low bottoms of any river, creek, or other water-course. Such purpose shall be set forth in the said articles of association, and all the requirements herein before specified relative to such corporation constructing and owning a bridge shall be complied with.

3529. Powers of old corporations. 2. It shall be lawful for any corporation heretofore organized for the purpose of constructing and owna bridge across any river, creek, or other water-course, which such cor

ing

poration may have constructed and owns, and, in connection with such bridge, may have constructed and owns, as an extension of it, a firm and substantial causeway made of trestle work or solid embankment, or part of trestle work and part of solid embankment, across the low bottoms of any river, creek, or other water-course; or it shall also be lawful for any corporation which may hereafter be organized for the purpose of constructing and maintaining any such bridge, and if they deem it best, to construct and own any such causeway in connection with such bridge, and as an extension of it, to increase the capital-stock of any such corporation from time to time, for the purpose of completing any such bridge or causeway; to keep the same in repair; to re-build or re-construct the same, if either the bridge or causeway should have been destroyed or injured, wholly or in part; to protect the banks of any stream over which any such bridge may be erected; and to do and perform all other acts and purposes properly connected with the object for which any such corporation may have been or may be organized. But before any increase in the capital-stock of any such company shall be made, said company shall file in the office of the Recorder of the proper county or counties in which any such bridge or causeway may be situated, a statement showing the corporate name of any such company, and the water-course and place where the bridge is built or to be built; and also the same shall be done as to a causeway, if one is constructed or to be constructed. The amount of the proposed increase of the capital-stock of any such company, and the number of shares into which it is to be divided, shall be specified in said statement; but no such increase in the capital-stock shall be made unless so many stockholders thereof consent to it as shall be the owners in the aggregate of at least three-fifths of the original stock.

3530. Election. 3. Not less than three nor more than seven directors shall be elected by the stockholders of any such corporation, who shall hold their office for one year and until their successors are elected in like manner. It shall be lawful for the stockholders to determine upon the number of directors they desire, as herein restricted, on the day of the election and immediately previous to proceeding to such election. At all elections for directors by the stockholders, each stockholder shall be entitled to vote in person, or by some person who shall be appointed by such stockholder, in writing, as the proxy of such stockholder. Each stockholder shall be en

titled to one vote for each share he or she may own in any such corporation. Notice of any election for directors shall be given in such manner as either the stockholders or directors may order.

3531. Officers. 4. Any board of directors elected under the provisions of this Act may organize by choosing a president and secretary from their own body, and from thenceforth shall be considered a body corporate and politic, by the name and style of "- Bridge Company "; and shall then be capable of suing and being sued, pleading and being impleaded, defending and being defended, answering and being answered unto, in any Court of competent jurisdiction. Any such company organized under the provisions of any general Act on this subject is hereby declared to be organized under this Act.

3532. Powers. 5. Any corporation, under the provisions of this Act, may have and use a common seal, with power to alter or change the same at pleasure, by order of either the stockholders or directors.