CHARTER, ARTICLES, BY-LAWS, AND RULES OF ORDER. § 36. The Charter and Articles of Association. 37. The Purposes for Which a Corporation is Formed. Powers Common to all Corporations. 38. 39. 40. Ultra Vires Acts. Amendment of Charter and Articles. 41. Irregular Incorporation. 42. Forfeiture of Charter by Non-User. 43. The Beginning of the Existence of a Corporation. 44. By-Laws. 45. Rules of Order. $36. THE CHARTER AND ARTICLES OF ASSOCIATION. A private corporation cannot be created by mere agreement of members. It can only be created by the state through authority of the legislature. This legislative authority, contained in the acts by which a corporation is given power to exist and perform its functions, constitutes the charter. It is taken advantage of by a certificate of the intention of the proper number of qualified persons to exercise the right to do business as a corporation, called the articles of association of the corporators, in which are set forth the main purpose of the corporation and the auxiliary purposes and powers which the corporation has a right to under the law and which it wishes to use, and such other essential information as the corporate name, the amount of capital stock, the number of shares into which the capital stock is divided, the place of business, a description of the corporate seal, the duration of the corporation, the number of directors, and any other matters which the statutes require or the corporators desire and have the right to make a part of the fundamental law governing their body. The contents of articles vary with the statutory requirements of the different states. The preparation of articles can only be attended to properly by a competent lawyer. After they have been written, and all desired changes have been made in them, the articles of incorporation must be signed and acknowledged before a notary public or other qualified officer by the persons who are the corporators. If they are made in proper form and are properly executed, incorporation results as a matter of course, the articles having been filed with the proper officer, generally the secretary of state, and the fees having been paid into the state treasury. Then the legal rights of the corporation are complete and it may perfect its organization and begin business. Sometimes a minimum amount of paid-up capital is required before the corporation can begin business, and in cases where this is so the corporation must have had paid into its treasury this minimum amount before it is fully qualified. Also, in some states it is required that a duplicate copy of the articles of association be filed with the clerk of the county in which the principal office of the company is located. A certified copy of the articles will be furnished by the secretary of state for a small fee. The articles of association are oftentimes called the charter. $37. THE PURPOSES FOR WHICH A CORPORATION IS FORMED. The purposes set forth in the articles must be such as the law of the state permits. They are not usually confined to one specific business. The wording of the statutes is general, and is given a liberal construction by the courts. One principal business and many auxiliary businesses, carried on incidental to the principal business, may be permitted. But, as a rule, the auxiliary purposes must not extend to banking, insurance, steam railway transportation, and certain other businesses that have a close relation to the public welfare, for these businesses must be organized under special laws under which special qualifications are usually imposed. As the purposes for which a corporation was organized must be determined by the statement in the articles of incorporation, they sometimes are set forth at great length. All the latitude the company desires and has a right |