Imágenes de páginas
PDF
EPUB

corporation violating any of the provisions of this Act shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine of not less than Fifty Dollars, nor more than Three Hundred Dollars, or by imprisonment in the county jail for not less than ten days, nor more than sixty days, or by both such fine and imprisonment, for each separate offense."

Section 3. All Acts and parts of Acts in conflict with the provisions of this Act are hereby repealed.

Approved February 13, 1923.

My dear sir:

EXECUTIVE OFFICE

State House

Phoenix, Arizona.

February 13th, 1923.

I am transmitting herewith, with my approval, the following:

House Bill No. 1

An Act to amend Paragraph 2100, Chapter 11, Title 9, Revised Statutes of Arizona, 1913, Civil Code, entitled Corporations in general as amended by Chapter 15, Session Laws of Arizona, 1921, and as amended by Chapter 29, Session Laws of Arizona, 1922, being the Acts respectively of the Regular and Special Sessions of the Fifth Legislature of the State of Arizona, so as to provide that indebtedness heretofore or hereafter authorized by not less than three-fourths of the votes cast by the Stockholders and approved

by the Corporation Commission shall not be subject to the limitation of indebtedness provided by said paragraph, and declaring an emergency.

In signing House Bill No. 1, introduced by Mr. Jones of Maricopa County by request, I do so with a feeling of hesitancy. The reasons given for the necessity of this Act at this time (to aid in the construction of the Mormon Flat Dam) are legitimate and the amended law can be used to good purpose. However, the law does not limit its application to this project, but is subject to the possibility of grave abuse. In signing it, I do so with the expectation that the Corporation Commission or any department of State which might succeed to the duties of the Corporation Commission in .case of a reorganization of the State Government, will exercise the utmost caution in permitting corporations to issue evidences of indebtedness in excess of the two-thirds limitation now fixed by law.

Very truly yours,

(Signed) GEO. W. P. HUNT, Governor.

Hon. James H. Kerby,

Secretary of State,

Phoenix, Arizona.

CHAPTER 4.

(House Bill No. 1)

AN ACT

TO AMEND PARAGRAPH 2100, CHAPTER 11, TITLE 9, REVISED STATUTES OF ARIZONA, 1913, CIVIL CODE, ENTITLED CORPORATIONS IN GENERAL AS AMENDED BY CHAPTER 15, SESSION LAWS OF ARIZONA, 1921, AND AS AMENDED BY CHAPTER 29, SESSION LAWS OF ARIZONA, 1922, BEING THE ACTS RESPECTIVELY OF THE REGULAR AND SPECIAL SESSIONS OF FIFTH LEGISLATURE OF THE STATE OF ARIZONA, SO AS TO PROVIDE THAT INDEBTEDNESS HERETOFORE OR HEREAFTER AUTHORIZED BY NOT LESS THAN THREE-FOURTHS OF THE VOTES CAST BY THE STOCKHOLDERS AND APPROVED BY THE CORPORATION COMMISSION SHALL NOT BE SUBJECT TO THE LIMITATION OF INDEBTEDNESS PROVIDED BY SAID PARAGRAPH, AND DECLARING AN EMERGENCY.

Be it Enacted by the Legislature of the State of Arizona:

Section 1. That Paragraph 2100, Chapter 11, Title 9, of the Revised Statutes of Arizona, 1913, Civil Code, as amended by Chapter 15, Session Laws of Arizona, 1921, and as amended. by Chapter 29, Session Laws of Arizona, 1922, being respectively the Acts of the Regular and Special Sessions of the Fifth Legislature of the State of Arizona, be and the same is hereby amended to read as follows:

2100. Before commencing any business except that of forming their own organization, they must adopt articles of incorporation, which shall be signed and acknowledged by them as deeds are required to be acknowledged, and filed in the office of the corporation commission at the State Capitol and a certified copy thereof recorded in the office of the county recorder in each county in the state in which they transact business, where the same shall be indexed in a book provided for that purpose.

The articles of incorporation must contain:

(1). The names, residences, and post office addresses of the corporators, the name of the corporation, and its principal place of business. Provided, however, that the corporate name of every corporation hereafter organized shall indicate by its corporate name the character of the business to be carried on by the corporation; and provided, that not more than one corporation shall have the same corporate name.

(2) The general nature of the business proposed to be tranacted.

(3)

The amount of capital stock authorized and the time when and the conditions upon which it is to be paid in; provided, that every corporation may provide for the issuance of one or more classes of stock without any nominal or par value of such number of shares, with such designations, and preferences, if any, as shall be stated and expressed in the articles of incorporation or in any amendment thereof; that the issuance and sale of authorized shares without nominal or par value, from time to time, will be for such consideration as is prescribed in the articles of incorporation or any amendment thereof; that any

and all shares without nominal or par value shall be deemed fully paid and nonassessable.

(4) The time of the commencement and the termination of the corporation.

(5) By what officers or persons the affairs of the corporation are to be conducted and the time at which they are to be elected.

(6) The highest amount of indebtedness or liability, direct or contingent, to which the corporation is at any time to subject itself, which must in no case exceed two-thirds of the amount of the capital stock, and in case of corporations having no par value stock which amount shall be computed by rules and regulations of the Corporation Commission. Such limitation, however, shall not apply to indebtedness incurred under the terms of the War Finance Corporation Act. Provided, that indebtedness heretofore or hereafter authorized by not less than three-fourths of the votes cast in accordance with the provisions of the articles of incorporation and by-laws at any regular or special meeting or election of the stockholders of any corporation and approved by the Corporation Commission of the State of Arizona, shall not be subject to the limitations herein prescribed, and shall not be considered a part of the indebtedness so limited.

(7) Whether private property is to be exempt from corporate debts. Unless so exempted, stockholders are liable for the debts of the corporation, in the proportion to which their stock bears to the whole capital stock.

Section 2. All Acts and parts of Acts inconsistent with the provisions of this Act are hereby repealed.

Section 3. Whereas, the provisions of this

« AnteriorContinuar »