integrity of the parties in their dealings with the mortgaged property, such complaint is bad on demurrer for want of sufficient facts.-Lockwood v. Harding, 79-134.

2976. When resulting trust. A resulting trust must arise when the trustee takes title. It can not be created by subsequent agreement or by a subsequent use of the funds of the cestui que trust, in satisfying unpaid instalments of purchase money.-Westerfield v. Kimmer, 82-369.

2. Nor by putting money in the hand of another to be invested, in land, for the use and benefit of a third person. This can only be done by an express trust, in writing.-Rooker v. Rooker, 75-574.

3. A trust may arise, or be created, with reference to personal property the same as real estate and the same rules apply, except that, as to personalty, the trust may rest in parol.-Hunt v. Elliott, 80-257.

4. Where a husband purchases land with his wife's means and takes title to himself, without her consent, he holds it in trust for her; as between themselves she is the owner and is so as against all persons acquiring an interest therein, with notice of her equity.-Milner v. Hyland, 77-461; Gifford v. Bennett, 75-530; see Catherwood v. Watson, 65-576. The statute of limitations does not commence to run against her until the husband disavows the trust.-Milner . Hyland, 77-461. 5. So, where, in such case, the husband taking conveyance to himself and agreeing, without fraudulent intent, to hold the land in trust for her, afterward, sold the land to one without notice of the trust, taking a note, for the purchase money, payable to himself, which without her knowledge he assigned to one having notice of the trust, she was held to be entitled to the proceeds of the note.-Boyer v. Libey, 88-237.

6. A book-keeper or salesman who receives the money of his employer by virtue of his employment, receives it in a fiduciary capacity. If he fraudulently appropriates it to his own use he is guilty of a breach of trust. Where, in violation of his trust, he uses such money in the purchase of property the law implies a trust in favor of the principal and equity will subject such property to the latter's claim, as against a fraudulent or a voluntary grantee. The beneficiary in such trust cannot follow the trust in to the property purchased by the agent, and, also, compel payment of the money from the latter. He may, however, have a judgment for the sum due, after deducting the value of the property and, in one action, secure both equitable and legal relief.-Riehl v. Evans F. Assoc., 104-72.

7. Suit by judgment creditor to reach real estate. Answer that title to anothertract of land, which had been paid for mostly by the money of the wife, had been conveyed to the husband, on his parol agreement to hold it in trust for the wife and that the land in controversy was paid for by the proceeds of that tract and the conveyance taken to the husband, before the indebtedness accrued, upon his parol agreement to hold in trust for the wife and that she had invested her own funds. in improving the land and denying all fraud is good on demurrer.-Heaton v. White, 85-382.

8. Prior to July 24, 1853, an agreement by the husband to invest personal property of the wife in real estate, for her, was without consideration and void. Real estate, so purchased, by him, the title to which was taken in his own name would not be subject to a resulting trust in her favor.-Westerfield . Kimmer, 82-369. 2980. Removal of trustee. It is the duty of a court, having jurisdiction of an express trust, to require the trustee to execute a bond, with sufficient sureties, conditioned for the faithful performance of the duties of his trust and the preservation of the trust estate.—Hinds v. Hinds, 85-316; Thiebaud v. Dufour, 52-320, followed in Tucker v. State, 72-242; Bates v. State, 75-463.

2981. Effect of conveyance to nominal trustee. Devise to a trustee with no power of control or disposition is without effect. The estate vests instanter in the beneficiary.-Allen v. Craft, 109-478.

2. Where one held land, conveyed to him for himself and as trustee for others, purchasing each an equal share, and, on default of some, the mortgage for purchase money was foreclosed and the land, having been sold, was conveyed to the trustee by the sheriff's deed, he acquired such a lien upon the share of a co-tenant in default as would authorize a decree quieting his title to such co-tenant's interest in the land, unless reimbursed pro rata the moneys paid for the latter and interest thereon, within a time fixed by the court. Such trust was a naked trust. -Adams v. La Rose, 75-475.

SEC.

CHAPTER 19.

CORPORATIONS GENERALLY.

3001. Evidence of organization.

3001a. Filing articles with secretary of state. 3002. Powers of corporations.

3003. Shares numbered - Certificate.

3004. First meeting - Notice.

3005. Officers-Vacancies.

3006. Continuance after dissolution.

3007. Liability of stockholders.

3008. Fiduciaries.

3009. Voting.

3010. Stock-book.

3011. Penalty.

3012. Receiver, when charter expires. 3013. Jurisdiction of Circuit Court. 3014. Receivers' duties.

[1 R. S. 1852, p. 239.

3001. Evidence of organization.

1. When the steps necessary to an organization of a corporation, municipal or private, under any general law, have been completed, a statement thereof may be filed in the office of the clerk of the Circuit Court of the proper county; and such court, at its next term thereafter, shall, on proof of such organization, cause to be entered of record, in the orderbook, an order declaring the existence of such corporation; and such order shall be conclusive as to the fact of such existence at the date which such court may fix in such order.

[1895 S., p. 255. In force March 9, 1895.]

3001a. Filing articles with secretary of state. 1. All persons, corporations, companies and associations desiring to incorporate under the laws of the State of Indiana, or desiring to enter into any agreement of consolidation of the interests, rights and powers of two or more existing corporations, and who are not now by law required to do so, shall be, and are, hereby required to file with the secretary of State certified copies or duplicates of their articles of incorporation or association or of consolidation, and no such corporation, or association, or consolidation of corporations shall be deemed and held to be legally incorporated or consolidated until the provisions of this act shall have been complied with, and until such time they shall have no right or authority to do business within the State of Indiana, and any contract made or entered into by or with them under any pretended corporate or consolidated name shall be utterly void. In case any such pretended corporation, association or consolidation of corporation shall do or attempt to do any business within the State of Indiana, without having first filed its articles of incorporation or consolidation, or copies thereof with the secretary of State, and having paid the fee therefor, as now provided by law, the State shall, in addition to other remedies now provided by law, have the right to proceed against such pretended corporation or consolidation of corporations by suit in any court of competent jurisdiction for the recovery of any fee which would be due under the provisions of this act, the same as if their articles of incorporation or consolidation had been filed and any such court shall have the power to compel the filing of such articles. The provisions of this act shall also apply to all corporations, associations or consolidated companies now doing business in this State, and which have heretofore entered into articles of incorporation, or consolidation, but have failed, or refused, to file the same, or copies thereof, as required by the act of March 9th, 1891, of which this is amendatory, and to pay the fees required by law. [This act amends 1891 S., p. 392. [1 R. S. 1852, p. 239. In force May 6, 1853.]

3002. Powers of corporations. 2. Corporations shall, where no other provision is specially made, be capable, in their corporate name, to sue and be sued; to have a common seal, which they may alter at pleasure; to elect, in such manner as they shall determine, all necessary officers, fix their compensation, and define their duties; to make necessary by-laws; determine the manner of calling and conducting meetings, the number that shall constitute a quorum, the number of shares that shall entitle the members to one or more votes (Provided,

Each stockholder shall have one vote for each share owned and held by him for ten days previous to the meeting of the corporation); the mode of voting by proxy; the payment of assessments, and the mode of selling shares for the nonpayment of assessments; and the tenure of office of the several officers.

1. The power to make by-laws is in the members-at-large of a corporation, when there is no law or usage to the contrary.-Morton G. R. Co. v. Wysong, 51 Ind. 4.

2. A corporation may sue in its corporate name, without averring that it is, or how it became, such; and a default or general denial admits the corporate capacity to sue.-Heaston v. R. R. Co., 16 Ind. 275; Miller v. G. R. Co., 52 id. 51.

3. A corporation may make a valid contract without its seal, when not expressly required by its charter to contract under seal.-Church v. Johnson, 53 Ind. 273.

3003. Shares numbered Certificate. 3. Shares shall be numbered in progressive order, beginning at number one; and every stockholder shall have a certificate, under the seal of the corporation, signed by the treasurer, certifying his property in such shares.

3004. First meeting - Notice. 4. The first meeting of all corporations shall, unless otherwise provided for, be called by a notice signed by three or more members, setting forth the time, place, and purposes of the meeting; and shall, ten days at least before the meeting, be delivered to each member or published in some newspaper of the county where the corporation may be established, or, if none, then in some newspaper in this State nearest thereto.

3005. Officers-Vacancies. 5. Such corporation may elect officers, fill vacancies, and do other business properly before them.

3006. Continuance after dissolution. 6. All corporations whose charters shall expire by limitation, forfeiture, or otherwise, shall, nevertheless, be continued bodies corporate for three years after the time they would have been so dissolved, for the purpose of prosecuting and defending suits to which they are a party, and to enable them to settle, dispose of, and convey their property, and divide the capital-stock, but not to continue the business for which such corporations were established,

3007. Liability of stockholders. 7. If any part of the capital-stock of such company shall be withdrawn and refunded to the stockholders before the payment of all of the debts of the company, all the stockholders of such company shall be jointly and severally liable for the payment of such debts.

3008. Fiduciaries. 8. No person holding stock in any such company as executor, administrator, guardian, or trustee, or as collateral security, shall be personally subject to any liability as stockholder of such company; but the estate and funds in the hands of such executor, administrator, guardian, or trustee, shall be liable therefor, and the person pledging his stock as aforesaid shall be considered as holding the same.

3009. Voting. 9. Every such executor, administrator, guardian, or trustee shall represent the share of stock in his hands, and vote as a stock. holder; and every person who shall pledge his stock as aforesaid may, nevertheless, represent the same at such meetings, and vote accordingly. 3010. Stock-book. 10. A book shall be kept by the corporation, at their office or principal place of business, containing the names of stockholders thereof, alphabetically arranged, showing their respective places of residence and number of shares held by them severally, and the time they became the owners of the same; which book shall, at all business hours of the company, be subject to the inspection of creditors, stockholders, or their representatives, who shall be permitted to take extracts from the same. Such book shall be presumptive evidence in favor of the plaintiff of the facts therein stated in any suit or proceeding against such company or stockholder thereof.

3011. Penalty. 11. Any company failing to keep the book to make the entries required, or to exhibit the same as directed in the preceding sec

tion, shall forfeit to the injured party a penalty of fifty dollars for every such instance of refusal or failure, and all damages resulting therefrom, and, in addition, shall pay to the State of Indiana the sum of fifty dollars for every day of such failure, to be sued for and recovered in the name of the State, by the Prosecuting Attorney of the district or county in which such corporation is situate; and when recovered shall be paid into the treasury of the proper county, for the use of common schools.

3012. Receiver, when charter expires. 12. When the charter of any corporation shall expire, the Circuit Court of the county in which such corporation has its principal place of business, on application of any creditor, stockholder, or member thereof, within the said three years, may appoint one or more persons to be receivers or trustees of such corporation, to take charge of the estate and effects, collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all suits for the purposes aforesaid, and to appoint agents, and do all other acts which might be done by such corporation, if in being, necessary for the final settlement of the business of the corporation; and the power of such receivers may be continued beyond the said three years, and as long as the Court shall think necessary, for the purposes aforesaid.

1. A receiver not authorized by statute or express order to sue in his own name must, ordinarily, sue in the name of the corporation. But this section expressly authorizes the trustee or receiver "to sue in the name of the corporation or otherwise"; and under it he may sue in his own name.- Manlove v. Burger, 38 Ind. 211.

3013. Jurisdiction of Circuit Court. 13. The said Court shall have jurisdiction of such application and of all questions arising in the proceedings thereon, and may make such orders, injunctions, and decrees as justice and equity shall require.

3014. Receivers' duties. 14. The said receivers shall pay all debts due from the corporation, if the funds in their hands be sufficient therefor: otherwise, shall distribute the same ratably among all the creditors proving their debts, as directed by an order or decree of the Court for that purpose; and if there be any balance remaining after the payment of said debts, the receivers shall distribute and pay the same to and among those justly entitled thereto, as having been stockholders or members of the corporation, or their legal representatives.

3015. Disposition of surplus. 15. If there be no person entitled to receive the same, or any part thereof, it shall be paid into the State Treasury, to be disposed of in such manner as the General Assembly may direct. 3016. Judgment-Franchise forfeited. 16. Whenever any judg ment against any corporation other than banking shall have remained unpaid for the space of one year after the rendition thereof, and execution thereon is not stayed by appeal or supersedeas, the Circuit Court of the proper county shall have power to declare the franchise of such corporation forfeited, and appoint a receiver, who shall give bond, and reduce the assets of such corporation to possession and pay the debts thereof, under the same rules prescribed for the government of administrators.

1. The provisions of this and section 3017 do not apply to corporations in existence before the passage of the Act of which they are a part.—Aurora, etc., Co. z. Holthouse, 7 Ind. 59.

3017. Receiver's pay-Surplus to stockholders.

17. The serv.

ices of such receiver shall be paid by an allowance, to be made by such Court out of such assets; and the surplus left after the payment of debts and costs shall be distributed among the stockholders, pro rata.

[1859, p. 58. In force August 6, 1859.]

3018. Debts, how secured. 1. The dues from all private corporations which have been or may be organized under the general laws and under the present Constitution of this State, other than banking and road corporations, and other than those where security has already been provided, shall be secured in the manner hereinafter provided.

1. A stockholder of a private corporation organized in 1870 is not individually liable for its debts thereafter accrued, either under the Act of 1852 or the Act of 1859.--Wood v. Harrison, 50 Ind. 480; Burkam v. Fitch, 51 id. 375.

2. When a judgment has been recovered against a corporation, and execution has been returned thereon unsatisfied, an action will not lie personally against the stock. holders, to recover the amount under the Act of 1859.-Gilbert v. Southern, etc., Co., 62 Ind. 522.

[1859, p. 156. In force February 14, 1859.]

3019. Borrowing on mortgage-Negotiable bonds. I. All companies organized under the laws of this state heretofore incorporated or hereafter incorporated within this state, shall have full power and authority from time to time to borrow money at any rate of interest not exceeding the legal rate of interest allowed by law of the state where the loans may be negotiated or money borrowed, to be agreed upon between the parties, for the purpose of enabling such company to purchase real estate, erect buildings with all necessary machinery and fixtures and necessary funds to carry on the improvements and operations of such company, and, as an evidence of such loans or for the purchase of materials and necessary improvements, on time, may issue its corporate bonds or promissory notes, and secure the repayment thereof, with the interest which shall accrue, may mortgage its franchise, real estate, income and all other property, and may, by its president or other officers or agents, sell, dispose or negotiate such bonds, notes or the stock of such company, at such time and at such places, either within or without this state, and at such rates and for such prices as in the opinion of the company will best advance its interests. [As amended, 1891 S., p. 335. In force March 7, 1891.

(1 R. S. 1852, p. 424, In force February 5, 1852.)

3020. Discounts valid. 2. And if such bonds, notes, or stock are thus sold at a discount, such sale shall be as valid and binding, in every respect, as if sold at their par value. And every such company is hereby authorized to confer upon the holder of any bond or note, sold or issued as aforesaid, the right to convert the principal thereof, at any time until paid, into the stock of such company.

3021. Contracts valid. 3. All such contracts, bonds, notes, and mortgages, made in pursuance of the foregoing provisions, shall be as valid and binding upon the parties thereto as if the same had been originally embodied in the several Acts incorporating such companies. Provided, however, That