or any part of either of them, and their successors and assigns, or any of them, may proceed to the completion of any such canal in whole or in part, or to the construction of any water-works or water-ways in connection therewith, either for navigation or hydraulic purposes or for the purpose of supplying cities or towns with water, upon complying with the regulations and subject to the restrictions in this Act provided. But nothing in this Act shall be so construed as to permit any such company to use such hydraulic works, or to take water from the canal for either of the purposes herein designated, unless such company shall first complete and place such canal in good navigable order from the point of commencement (or from the City of Indianapolis) of the Central Canal to the point where it is proposed to construct hydraulic works, or take water for the supply of cities and towns as aforesaid: Provided, however, That no association or company which may have succeeded, by purchase or otherwise, to the rights or interest of the State in any canal or the appurtenances thereunto belonging shall acquire or exercise any of the rights or powers specified in this Act, until such association or company shall have executed to the State an additional bond, with such penalty and with such securities as may be designated and required by the Governor, Auditor, and Treasurer of State, or either of them, to indemnify the State against all liability on account of any leases heretofore granted by the State of the water-power connected with such canal, if required so to do by the officers aforesaid or either of them; and such additional bond shall be required unless the State is already sufficiently indemnified against or on account of such leases.

1. The Act of 1859 in relation to the Central Canal Company, being local in its character, is omitted here. It will be found on page 167, Acts of 1859, and took effect August 6, 1859.

3581. Articles of association. 2. Any such persons, corporation, or association, or their successors or assigns, desirous of availing themselves of the provisions of this Act, may do so by filing a copy of their articles of association in the office of the Secretary of State, containing a statement of the name of such association, the amount of its capital-stock, and the number of shares therein, and setting forth, fully, the objects for which such association is established. Such association shall thereupon be a body corporate and politic; and, by its corporate name, may sue and be sued; may devise and use a corporate seal; may receive and hold, for the purposes of its association, any lands and property; and, under its corporate seal, and the attestation of its presiding officer, may execute conveyances of lands, covenants, and powers of attorney, and, also, bonds of a denomination not less than five hundred dollars; and whenever such bonds are negotiated, they may bear such rate of interest as the association may direct, not exceeding the rate of interest allowed by law where the loan is made. 3582. Directors - Powers Election. Such association may elect directors for the management of its affairs, in such manner as it may direct by its articles of association, and may confer upon them such powers in relation to the appointment of officers, and the conduct of the business of the association, as it may see fit: Provided, That in all elections by such association, each share of stock shall be entitled to one vote, which may be given in person or by proxy.

3.

3583. Collection of calls. 4. It shall be lawful for the directors to

call in and demand from the stockholders, respectively, any installments of the stock by them subscribed, not exceeding five per cent. per month, under the penalty of forfeiture of the stock subscribed for, together with all previous payments made thereon, if payments shall not be made by the stockholders within sixty days after personal demand or notice of such call shall have been published in some newspaper of general circulation in the vicinity of such work.

3584. Right-of-way. 5. Any such association or corporation shall have the right to take possession of, and appropriate to its own use or occupation, wholly or in part, for either of the purposes herein specified, sufficient lands for a right-of-way, upon first making payment or tender of payment therefor, or for the damages occasioned to the owner thereof, in accordance with the requirement of the Constitution of this State; and the value of such property so appropriated, or the damages occasioned to the owners of any such property, shall be assessed, awarded, and adjudged, and payment or tender of payment therefor made, as provided in the Act entitled "An Act to provide for the incorporation of railroad companies," [$$ 3906 to 3910]; and the proper Courts shall have the same jurisdiction and powers, and shall cause the same proceedings to be had in every such case; and the associations herein provided for shall, in all such cases, acquire all such rights in relation to the use, occupation, and ownership of lands, rights-of-way for their uses and purposes, as are provided in the said Act in regard to associations organized for the construction of railroads, so far as the provisions of the said Act can be made applicable to the purposes of this Act.

3585. Re-organization of existing companies. 6. Any existing corporation, organized for any two or more of the purposes contemplated in this Act, may re-organize into separate associations, so that each shall embrace one or more of such objects; and they may make such increase in their capital-stock, and such modifications of the purposes of their organization, within the purview and subject to the general provisions of this Act, as the stockholders may direct.

3586. Liability of stockholders. 7. The stockholders of any association formed under the provisions of this Act shall be individually liable for all the liabilities of such association, to an amount equal to their respective shares in such association.

1. The liability of the members of the corporation, for the debts thereof, is not for the judgment against the corporation assigned, but for the original debt, as individuals and not as corporators; Trippe v. Huncheon, 82–311.

3587. Power of directors. 8. In the construction of any of the unfinished canals of this State, it shall be lawful for the board of directors of such company to direct the separation of the water-works or manufacturing privileges from the navigation purposes of the same, and to make such disposition of such parts thereof, as the board of directors may deem best. for the interests of the company; provided said disposition does not injure or impair the right and franchises of any other company.

3588. Effect of Act. 9. Nothing in this Act shall be so construed as to affect, in any manner, the charter of any water-works company heretofore granted.

3589. Petition to County Board. 1. Whenever a majority of the persons resident in any county, owning burial lots in any cemetery (public or private) therein, hereafter laid out and recorded, or now laid out and recorded, and in which a portion of the lots, thus laid out, are occupied for the burial of the dead (which fact may be shown by affidavit of one of the owners thereof) desire to have the same incorporated, they may petition the Board of Commissioners of the county wherein such cemetery is situated, at any regular session of said Board, which petition shall be filed in the Auditor's office of said county at least ten days before such meeting. Such petition shall contain the particular description of the cemetery which is desired to be incorporated, when and where a plat of the same was recorded, the name it is known by, and the name under which it is desired to have it incorporated. Public notice of such petition and application shall be given at least twenty days before the meeting of the Board, by publication in a weekly newspaper nearest to such cemetery, if any is published in said county; and, if none is published therein, then notice must be posted in five public places in the township in which such cemetery is located, one notice to be posted at the location thereof.

[1875, p. 23. In force March 9, 1875.]

3590. Duty of Board. 2. If the Board of Commissioners are satisfied that all the requirements embraced in the preceding section have been complied with, they shall grant the prayer of said petitioners; fixing the number of directors (which shall not be less than three nor more than nine) to be first chosen; designating the time and place for choosing the same; and directing the manner in which said election shall be conducted, notice thereof to be given at least twenty days prior to the election.

3591. Election of directors. 3. At all elections for directors, each person owning a lot or lots therein shall be entitled to cast one vote for each lot so owned by him; the persons having a majority of the votes cast shall be declared elected, a certificate of which election shall be filed in the office of the Recorder of the county; and such directors shall hold their office for the term of two years, and until their successors are elected and enter upon the duties of their office. All vacancies occurring in the office of director, or any office created in the regulation and management of said incorporation, shall be filled by the directors in office, by other appointAll elections after the first election shall be once, in two years, under such regulations as may from time to time be made.

ments.

4. The directors shall,

3592. Officers - Duties - Assessments. on entering upon the duties of their office, choose a president, vice-president, secretary, and treasurer, and such other officers as in their judgment are necessary, whose duties, powers, and obligations said directors may, from time to time, order and regulate. Such directors are empowered to assess, levy, and collect such assessments on the lots of any cemetery incorporated under this Act, for the purpose of improving, maintaining, protecting, and enlarging its boundaries, beautifying its grounds, or for enhancing its convenience, as is in their judgment desirable. Such assessments may be collected by suit, or sale of lots on which assessments have been made and are not paid, according to the regulations made and ordered by said directors: Provided, however, That the total amount of any such assessments made in any one year shall not exceed twenty per cent. of the value of the lot or lots assessed at the time of making such assessment.

3593. Seal Incorporation, when complete-Enlargement. 5. The directors shall procure a seal, bearing the date of its complete incorporation, as well as the incorporated name; which seal shall be recorded with the first certificate of election of directors, and shall remain in the custody of the secretary. When the certificate of election of directors and officers and record of the seal shall have been filed in the Recorder's office, as required in the last two preceding sections, the incorporation shall be deemed to be complete to all intents and purposes, with power to sue and be sued, and having all powers and privileges such bodies are held to have in law or equity: Provided, That nothing in this Act shall be construed so as to prevent any person from holding or discharging the duties of more than one office in such incorporation, where the duties of such offices do not conflict: And Provided, further, That it may be competent for such directors to make such additions to such cemetery grounds, and lay out the same into lots, and to sell the same, as interest may demand.

[1881 S., p. 105. In force September 19, 1881.]

3594. County Board may convey. 1. Whenever a majority of the persons resident of the county, being heads of families, whose dead are buried in any cemetery, the title to which is vested in the County Commissioners, shall, either themselves or in company with others, become organized as a corporation for the burial of the dead and the maintenance of a cemetery, such persons may file with the Board of County Commissioners of the county in which such cemetery may be situated their petition, praying for a conveyance of such cemetery to such corporation, giving at least three weeks' notice thereof by publication in some weekly newspaper published in said county, and filing with such petition an undertaking, with security to be approved by the Board, that such corporation will keep such cemetery in good order, and honestly and faithfully manage the same; and such Board of Commissioners, if satisfied as to the propriety of granting such request, and as to the sufficiency of such surety and the good faith of such petitioners, and of the fact of their being such majority, may convey the land occupied by such cemetery to such cemetery association.

3595. Power of company. 2. Such cemetery association may thereafter hold and control such cemetery, ornament, beautify, and improve the same, and purchase additions and sell lots therein, and assess all lots therein for the care, improvement, maintaining, and beautifying of such cemetery; and, for such purpose, it shall have all the powers and authority heretofore

by law vested in any association organized under any statute of this State for the purpose of maintaining or managing cemeteries.

[1881, p. 17. In force September 19, 1881.]

3596. Approaches. 6. The officers, owners, or directors in charge of any cemetery, public or private, heretofore or hereafter organized and incorporated under the laws of this State, are hereby authorized and empowered to use any funds arising from the sale of or assessments upon lots to improve the approaches or roads to such cemetery, not exceeding a distance of one-half mile from such cemetery.

3596a. Eminent domain-Right of exercise.

I. Whenever in the opinion of the common council of any city, or the board of trustees of any incorporated town, or the trustees of any corporation, owning or controlling a public cemetery in any county in Indiana, it becomes necessary to purchase real estate for cemetery uses, such common council, or such trustees, may file a petition in the circuit court of said county asking for the appointment of appraisers to appraise and assess the value of said real estate. It is provided that where any cemetery society has heretofore regularly caused its articles of association to be recorded in either the miscellaneous, mortgage or deed records of its county such organization is hereby legalized. [As amended, 1897 S., p. 309. In force March 8, 1897.

[1889 S., p. 302. In force May 10, 1889.]

3596b. Appraisement. 2. Upon said petition being filed, the owner or owners of said real estate having had ten days' notice of the pendency thereof, the court shall appoint three freeholders, residents of the township wherein said real estate is situate, to appraise and assess the value thereof.

3596c. Appraisers' oath — Report - Exceptions, trial of — Payment of award. 3. Said appraisers, before making said assessment, shall take an oath before the clerk of said court to make a fair, true and honest appraisement of said real estate, and shall then proceed to examine said real estate, hear such evidence as they may consider necessary, and make a report of their appraisement within five days after their appointment. Upon said report being filed the owner or owners of said real estate may except to the same for any cause, and a trial thereon may be had in said court. When the value of said real estate shall finally be determined in said court, said trustees may pay the amount determined to the clerk of said court for the use of the owner or owners of said real estate. [1889 S., p. 323. In force May 10, 1889.]

3596d. Loan of funds authorized. 1. Cemetary associations formed under an act entitled "An act concerning the organization of voluntary associations, and repealing former laws in reference thereto," approved February 12, 1855, or under any other act of the general assembly, may, from time to time, loan so much of their funds as may be deemed advisable; and it shall be lawful for such cemetery association, with other securities provided by their articles of association, to loan their funds upon real estate mortgage securities, and to purchase said real estate so mortgaged upon foreclosure, and to hold the same for such period as will enable them to dispose of the same without loss, not exceeding seven years.

3596e. Investment Limits of. 2. That such cemetery associa

tions whose articles of association provide "that all funds realized from the sale of lots and the proceeds of their investments shall only be applied to the perpetual maintenance of the cemetery, and none of the funds used for the profit of the corporators," shall not be limited in the amount of their investments for the perpetual support, enlargement and ornamentation of their cemeteries.