Penalty for declaring divi dend by direct ors of insolvent corporation. Suits against insolvent porations. other chief officer of the company, or upon the treasurer, or serretary, or clerk, or in their absence by leaving a copy thereof at any business office of the company with the person having charge thereof, or in default of such service to serve the same upon any director or trustee of such company, or at his usual place of abo lo or of business. Suc. 26. If the directors of any corporation shall knowingly declare and pay any dividend when the corporation is insolvent, or any dividend the payment of which would render it insolvent, they shall be jointly and severally liable for all the debts of the corporation then existing, and for all that shall be thereafter contracted as long as they shall respectively continue in office; Provided, That if any of the directors be absent at the time of making the dividend, or shall at the time object thereto in writing, they shall be exempted from the said liability. SEC. 27. If any company formed under this act dissolve, leavstockholders of ing debts unpaid, suits may be brought against any person or cor- persons who were stockholders at the time of such dissolution, without joining the company in such suit, to an amount equal only to the amount in par value of the stock held by such person or persons, the collection to be made from the property of each stockholder respectively, and if any number of stockholders (defendants in the case) shall not have property enough to satisfy his or their portion of the execution, then the amount of deficiency shall be divided equally among all the remaining stockholders, and collections made accordingly, deducting from the amount a sum in proportion to the amount of stock owned by the plaintiff at the time the company dissolved; Provided, That persons holding stock in a corporation as executors, administrato be personally tors, guardians, or trustees, shall not be personally subject to any liabilities as stockholders, but the estates and funds in their hands shall be liable in like manner, and to the same extent, as the testator, intestate, ward, or person interested in the trust fund would be if they were respectively living, and competent to act and hold the stock in their own names. Trustees not liable. Powers of ter dissolution. SEC. 28. Upon the voluntary dissolution of any corporation already created, or which may hereafter be created by the laws of this State, the president and directors, or managers of the affairs of said corporation at the time of its dissolution, by whatcorporation af ever name they may be known in law, shall be trustees of such corporation, with full power to settle its affairs, collect its outstanding debts, and divide the moneys and other property among the stockholders, after paying the debts due and owing by such corporation at the time of its dissolution, as far as such money and property will enable them; to sue for and recover such debts and property by the name of the trustees of such corporation, and may also be sued by the same, and such trustees shall be jointly and severally responsible to the creditors and stock to be appointed. holders of such corporation to the extert of its property and ef fects that shall have come into their hands; but in the event of dissolution from any other cause, a petition may be filed in the circuit court by any three or more creditors or stockholders of any corporation, praying that a receiver be appointed, and the court or the judge thereof at chambers shall hear and consider said petition, and for just and reasonable grounds shall grant said petition, and appoint a receiver, and unless the president When receiver and directors or managers of such corporation shall swear that the corporation is solvent, and exhibit proof of the same satisfactory to the court or judge, such petition shall be granted, and a receiver appointed; but no voluntary dissolution shall be made or permitted after the institution of any suit or proceeding against any corporation for an involuntary or forced dissolution. SEC. 29. Any company incorporated by any other State or country, or by law of Congress, and having property in this State, shall be liable to be sued, and the property of the same of property of shall be liable to attachment, in the same manner as individuals, residents of other States or countries, and having property in this State. Attachment corporation. How may con. SEC. 30. It shall be lawful for any corporation to convey land's by deed sealed with the common seal of said corporation, and signed by the president or presiding member, or trustee of said vey lands. corporation, and such deed when so executed shall be recorded by the recorder in the county clerk's office of the county where the land lies in like manner with other deeds, and no further proof shall be deemed necessary to commit the same to record. SEC. 31. The treasurer, or cashier, or in the absence of such officer the person presiding over or directing the business of any corporation, shall annually make a return to the State Comptroller containing the name and residence of each shareholder, with the number of shares belonging to him, and the par and cash market value of such shares, and shall also state the whole a nount of the capital stock of the corporation, and the amount actually paid in, and the real estate subject to assessment for taxes, and the personal estate of said corporation, and if such officer neglects or refuses to make such return, the corporation shall forfeit a sum not less than one hundred dollars nor more than one thousand dollars for each offense to the use of the State, to be recovered in an action of tort. SEC. 32. If a shareholder fraudulently transfers a share in any corporation to avoid taxation, he shall forfeit to the use of the county wherein he resides one-half of the par value of the shares thus transferred, to be recovered in an action of tort, and if he wilfully misinforms the corporation in any way to impede or prevent the assessment or collection of his tax, he shall forfeit a sum not less than one hundred nor more than five hundred dollars. Treasurer's return to State Comptroller. Frau dulent transfer of stock. SEC. 33. The treasurer or cashier of every corporation shall keep an accu ate list of its stockholders, with the number of Stockholder shares owned by each, which shall at all times upon written apof stockholders. plication by any stockholder be open to his inspection, and ‘if such officer refuse to exhibit such list he shall forfeit fifty dollars for each offense, to be deducted from his pay or salary. may inspect list How dissolucreed at in tion may be de stance of mem bers. Shall contin ue bodies cor porate after dissolution for three years. SEC. 34. When a majority in number or interest of the members of a corporation desire to close their concerns, they may apply by petition to the circuit court, setting forth the grounds of their application, and the court on due notice by publication for a reasonable period by them given to all parties interested, may hear the matter, and for reasonable and just cause decree a dissolution of the corporation, and the corporation so dissolved shall be deemed and held extinct in all respects as if their charter had expired by its own limitation, and the settlement of the affairs of such corporation so dissolved shall be managed as prescribed in cases of voluntary dissolution. SEC. 35. All corporations shall continue bodies corporate for the term of three years after the time of dissolution from any cause, for the purpose of prosecuting or defending suits by or against them, and enabling them to gradually settle their concerns, to dispose of and convey their property and to divide their capital stock, but for no other purpose. SEC. 36. No body of persons acting as a corporation under this act, shall be permitted to set up the want of a legal organiWant of legal zation as a defense to an action against them as a corporation, nor shall any person sued on a contract made with such corporation, or sued for an injury to its property, or a wrong done to its interests, be permitted to set up a want of such legal organization in his defense. organization no defense when. applicable to SEC. 37. Nothing contained in this statute shall be construed This act not to extend to any county or township, or to any public universicertain corpora- ty, academy, seminary, school, or other religious corporation incorporated by the laws of this State. tions. privileges. SEC. 38. Any corporation organized and put into successful Exclusive operation under this act, shall have exclusive privileges for the purposes of its creation for the term of twenty years from the date the corporation commences to carry out in good faith the terms of its articles of incorporation; Provided, however, That this investment shall not so operate as to divest any future Legislature of those powers of government which are inherent and essential attributes of sovereignty, to wit, the power to create revenue for public purposes, to provide for the common defense, to provide safe and convenient ways for the public necessity and convenience, and to take private property for public use, and the like. Records and copies to be evidence. SEC. 39. The records of any company incorporated under the provisions of this statute, or copies thereof duly authenticated by the signature of the president and secretary of such company under the corporate seal, shall be competent evidence in any court. SEC. 40. All acts or parts of acts of incorporation of companies, coming within the purview of this act, heretofore passed, Repoal. conflicting with any of the provisions of this statute, are hereby declared inoperative and void, and all existing statutes or parts of statutes regulating the general powers, duties, and liabilities of corporations in this State are hereby repealed. Approved August 8th, 1868. CHAPTER 1,649.-[No. 16.] AN ACT Supplementary to An Act entitled "An Act to provide for the Creation of Corporations, and to prescribe their General Powers and Liabilities." The people of the State of Florida, represented in Senate and Assembly, do enact as follows: SECTION 1. There may be established in any incorporated town or city in this State having three thousand or more inhabitants, a banking association or institution with corporate powers and privileges, and every such corporation shall be subject to the terms and conditions prescribed in this act, and in the act to which this is supplementary. SEC. 2. Such banking corporation shall have power to carry on the business of banking: 1st. By receiving deposits of money and paying such interest therefor as may be directed from time to time, or provided for by the by-laws of such corporation. 2d. Purchasing bills, bonds, notes, and other evidences of debt, and guaranteeing the payment of the same on the terms in each case agreed upon. 3d. Buying and selling bills of exchange, specie, and bullion. 4th. Loaning money on real and personal security, and by exercising such incidental powers as shall be necessary to carry on their lawful business. SEC. 3. It shall be lawful for any banking corporation to purchase, hold, and convey real estate for the following purpose only 1st. Such as shall be necessary for its immediate accommodation in the convenient transaction of its business. 2d. Such as shall be mortgaged to it in good faith by way of security for loans made by or moneys due to such corporation. 3d. Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings. 4th. Such as it shall purchase at sales under judgments, decrees, or mortgages held by such corporation. And the president or other presiding officer of such corporation, and his successors, from time to time, may sell, assign, and convey said real estate free from any claim Banking assotablished. ciation how es Powers. Additional powers. when paid in, how invested. thereon against any of the shareholders or any person claiming under them. SEC. 4. The capital stock of any such corporation shall not be Capital stock, less than fifty thousand dollars, divided into shares of one hundred dollars each, to be secured to the corporation by mortgage on real estate, which shall be entered of record in the recorder's office in and for the county wherein the said real estate is situated within three months next after subscribing the same, and one-fourth of the capital stock of any such corporation shall be invested in bonds of the State of Florida bearing interest, which bonds shall be deposited with the Comptroller as a security for the payment of the deposits received by such corporation; but said deposit of one-fourth of the capital stock in State bonds shall not include the ten per centum to be subscribed and paid as required by section (9) nine of the act to which this is supplementary, but shall be deemed and considered exclusive thereof. SEC. 5. No banking corporation, or individual bankers as Not to issue such, shall issue or put in circulation any bill or note of said corporation or individual, and every violation of this section by any officer or member of a banking corporation, or by any individual banker, shall be deemed and adjudged a misdemeanor punished by fine or imprisonment, or both, in the discretion of the court. bills, and pen. alty for. ted with Comp curity for paying deposits. SEC. 6. The bonds of the State deposited by any such corporaBonds deposition with the Comptroller as provided in section three, shall be troller to be se- held by him exclusively as security for the good faith of such corporation in the payment of its deposits, and such bonds shall be and remain inviolate, and shall be disposed of only by order of court, whenever, by reason of the disolution of such corporation, the court may decree the return or the forfeiture of said bonds; Provided, That the interest accruing on said bonds shall be paid, when due, to such corporation in the same manner as to other holders of State bonds. Debts shall not the amount of exceed double stock. SEC. 7. The total amount of debts which any banking corporation shall at any time owe, shall not exceed double the amount of stock actually secured by mortgage to the said corporation. SEC. 8. Branches or agencies of any banking corporation Where branch- organized under the provisions of this act and the act to which es may be or- this is supplementary, may be established in any city or town ganized. in this State, without conflicting with the intention of this act as declared by section one; Provided, That public notice of at least six months of removal or discontinuance of such branch or agency shall be made whenever the removal or discontinuance of any such branch or agency shall be contemplated. Public officers SEC. 9. All sheriffs, tax collectors, county treasurers, city may deposit treasurers, clerks of courts, receivers, and the treasurer of other agents of the State, or the courts thereof, may deposit funds with. |