sanctioned by the liberal provisions of New Jersey law, see Form 22.

The purposes of non-profitable corporations are governed by the same laws as those of corporations. organized for profit. For articles of benevolent and cooperative corporations, see Forms 2 and 3.

Form 15.-Mutual Aid, Etc.

That the purposes for which it is formed are mutual, benevolent purposes and providing for funeral expenses and for sick benefits of the members of the Corporation and association and for those members in distress financially.

Form 16.-Sociability, Benevolent Aid, Etc.

That the purposes for which it is formed are to promote sociability and friendship amongst its members, to manage and conduct entertainments, excursions and social meetings of its members, and for such purposes to hold, lease or purchase real property; and to enter into all contracts necessary in conducting its affairs, and to render such benevolent aid and comfort to its members as may be provided by its by-laws; also to receive, hold and divide amongst its members the cemetery or burying lots of said Society.

Form 17.-Promotion of Principles of Political Party.

That the purpose for which said Corporation is framed is to promulgate the principles and promote the welfare and success of the political party known as the

in the State of

party

(To organize and institute branches of said organization and grant charters and dispensations of the same.

(c) To purchase, hold, lease and hire real estate and personal property and to sell and dispose of the same; to build, erect, maintain, lease and hire halls, buildings and places for meetings and generally to do such other things as may be conducive to the purposes aforesaid.

§ 16. Parts of Articles Separately Considered.-III. The Place Where Its Principal Business Is to Be Transacted.

It is a practically uniform requirement of general laws, and sometimes a constitutional requirement, that every corporation shall maintain a principal office, or place of business, within the State of its creation. It is often provided that, having such principal office, the corporation may establish and maintain places of business outside the State. There are, however, no legal or other obstacles to this being done in the absence of such provisions. It is the usual practice of corporations doing interstate and international business.

§ 17. Parts of Articles Separately Considered.-IV. The Term for Which It Is to Exist.

In the cases of special charters granted without limitation as to duration of the corporations created thereby, the duration of existence is perpetual. The same rule would probably be held to apply to corporations created under general laws if the latter were silent on the subject of a term of existence. But such acts, as a rule, fix the maximum term, some at twenty, others at fifty, and still others at ninety-nine years.

In

a few of the States, one of which is New Jersey, a corporation may claim in its articles, and enjoy, perpetual existence. The same is true of New York.

§ 18. Parts of Articles Separately Considered.-V. The Number of Its Directors, or Trustees, and the Names and Residences of Those Appointed for the First Year.

The number of the directors is usually fixed in the articles, though this rule is not universal. In New Jersey the number is fixed in the by-laws. General incorporation laws usually fix the maximum, as well as the minimum number of directors which may be provided for. Such is not the rule in New York and New Jersey, however. In New York the minimum is three, there being no maximum. In New Jersey, where as was just stated, the number may be fixed in the by-laws, the number may not be less than three. There is no maximum. Further as to directors, see Chapter 12.

§ 19. Parts of Articles Separately Considered.-VI. If There Be a Capital Stock, the Amount Subscribed and by Whom.

A statement of the amount of the capital stock, if the corporation is to do business for profit, is an indispensable part of the articles, as is also a statement of the number of shares into which it is to be divided. The capital stock is a substitute for individual liability, and a failure to provide for it, while not resulting in the creation of a corporation, might cause the abortive. attempt to create one to result in a co-partnership. Further as to capital stock, see Chapter 7.

§ 20. Statutory Requirements As to Contents of Articles Further Considered.

Where statutes attempt to prescribe the essentials of the articles, the duty to comply with the statutory mandate cannot be evaded. A substantial compliance, however, will be sufficient. An entire omission of any of them will be fatal to the existence of the corporation, when attacked by a proper proceeding. Such statutes sometimes set forth the essential parts in numbered clauses. A different order than that prescribed would not affect the validity of the articles, though it would be always best to follow the statutory order.

The usual order, however, is as follows: (1) The name of the incorporation; (2) The purpose for which it is formed; (3) The place where its principal business is to be transacted; (4) The term for which it is to exist; (5) The number of its directors or trustees which shall not be less than .... nor more than ....., and the names and residences of those who are appointed for the first year; (6) The amount of its capital stock, and the number of shares into which it is divided; (7) If there is a capital stock the amount actually subscribed, and by whom. In addition to these, other statements are often required to be contained in articles incorporating certain classes of corporations. These generally relate to the advance payment of a certain percentage of the capital stock, etc.

In a few states, the designation of the directors for the first year is not required; otherwise there is but little variation from the above order and requirement in states having general incorporation laws.

Considerable skill and knowledge is required in the

preparation of articles; and one not well informed in corporation law should not assume the responsiblity of preparing them if the corporate enterprise is of any value. The draftsman should be able to determine to a certainty the class into which the proposed corporation falls, under the provisions of the general law. Still more important is the selection of apt words with which to set forth the objects to be accomplished, and pointing out the manner of accomplishing them.

Mere irregularities in the proceedings to form a corporation are not allowed to invalidate the 31:bsequent exercise of powers as a corporation by the body thus formed; or as the courts express it, "The corporate existence cannot be questioned collaterally if the statutes authorizing the corporate formation have been substantially complied with, although some of the acts. required to be performed may have been imperfectly performed, or omitted altogether."

§ 21. Peculiarities of Certain States.

The procedure to organize corporations in Illinois and a few other States are somewhat peculiar, and therefore require special mention.

In Illinois, organizers, not less than three nor more than seven, are required to state the name, object, capital, number of shares, location of principal office of the corporation, duration (not to be over ninety-nine years), and to sign and acknowledge the same, sending it to the Secretary of State. That officer issues a license to the commissioners to open a subscription. No provision is made by statute as to the amount of cash capital to begin a business; but when the required