Chapter 978. Amending the Civil Code of Alaska, providing for the organization of private corporations, and for other purposes
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CHAP. 978.— An Act Amending the Civil Code of Alaska, providing for the organization of private corporations, and for other purposes. March 2, 1903.[[Public, No. 135](/us/pl/57/135).] *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled*, Alaska Civil Code amendments. Vol. 31, p. 341. That section fifty-four of chapter five of title two of an Act entitled “An Act making further provision for a civil government for Alaska, and for other purposes,” approved June sixth, nineteen hundred, be, and is hereby, amended so as to read as follows:
" “Sec. 54. Pleadings. Admiralty omitted. All the forms of pleading heretofore existing in actions at law and suits in equity are abolished, and hereafter the forms of pleading in causes in law and equity in courts of record and the rules by which the sufficiency of such pleadings is to be determined shall be those prescribed by this code.” " Sec. 2. Vol. 31, p. 409. That section four hundred and sixty-nine of chapter forty-five of title two be amended so as to read as follows:
" “Sec. 469. Divorces. Residence of parties for two years. In an action for the dissolution of the marriage contract the plaintiff therein must be an inhabitant of the district at the commencement of the action and for two years prior thereto, which residence shall be sufficient to give the court jurisdiction without regard to the place where the marriage was solemnized or the cause of action arose.” " 945 Sec. 3. That section two hundred and one of chapter twenty-one of Vol. 31, p. 521. title three be amended so as to read as follows:
" “Sec. 201. The council shall have the following powers: Town council. “First. To provide suitable rules governing their own body and to elect one of their members president, who shall be ex officio mayor. “Second. To appoint, and at their pleasure remove, a clerk, treasurer, Officers added. assessor, municipal attorney, police, and such other officers as they deem necessary. “Third. To make rules for all municipal elections, for the appointment Elections, powers extended. of election officials, and to provide for their duties and powers, and to provide suitable penalties for violation of such election rules: *Provided*, That no officer shall be elected or appointed for a longer term than one year.
“Fourth. By ordinance to provide for necessary street improvements, Street improvements. sidewalks, cross walks, and sewerage. The cost of all or any part of such improvements may be collected by assessment and levy against abutting property, which assessment shall be a lien upon all such property assessed: *Provided*, That a majority of such property *Proviso*. Consent of property holders. holders consent, by petition or otherwise, to such improvements. “Fifth. By ordinance to declare what shall be a misdemeanor and Municipal ordinances. to provide for fire protection, water supply, lights, wharfage, maintenance of public schools, protection of public health, police protection, and the expenses of assessment and collection of taxes.
“Sixth. By ordinance to provide for the assessment and collection Poll tax. of a poll tax, not to exceed two dollars each, on all male residents between the ages of twenty-one and fifty years, and to impose a fine and penalty for refusal, neglect, or failure to pay such tax: *Provided*, *Proviso*. Exemption. That all members in good standing of any regular organized volunteer fire company may be exempt. “Seventh. By ordinance to provide for taxing of dogs, not exceeding Dog tax. two dollars a year on each dog, and to provide for impounding and destroying all dogs upon which such tax is not paid.
“Eighth. By ordinance to provide for the assessment and levy of a General taxes on real estate. general tax for municipal purposes on real property, possessory rights, and improvements, and to impose a penalty for its nonpayment; and all such taxes shall be a preferred lien upon the property so taxed, which lien may be foreclosed and the property sold as provided by chapter forty-two, Civil Code of Procedure: *Provided*, That all property *Proviso*. Exemption. belonging to the municipality and all property used exclusively for religious, educational, or charitable purposes shall be exempt from taxation.
“Ninth. By ordinance to provide for the assessment and levy of a Personal taxes. tax for municipal purposes on personal property and a penalty for its nonpayment, and to provide for the distraint and sale of sufficient goods and chattels belonging to the person charged with such tax to satisfy the same: *Provided*, That there shall be exempt from such *Proviso*. Exemption. assessment to each householder or head of a family household goods, of which such person is the bona fide owner, not exceeding two hundred dollars in value.
“Tenth. By ordinance to impose such license tax on business conducted License taxes. within the corporate limits as the council shall deem reasonable, and to provide for its collection by fine and penalty, as for violation of other ordinances: *Provided*, That the general exemptions *Provisos*. Exemption. provided for in chapter thirty-one, Civil Code of Procedure for the district of Alaska, shall not apply to any tax lawfully levied against any property, as provided for in this chapter: *Provided further*, That Maximum rate, etc. no property tax herein provided for shall exceed two per centum on the assessed valuation of the property; and all assessments made by the corporation assessor shall be uniform and shall be subject to review by the council, and appeals may be taken from their decision 946 to the district court.
No bonded indebtedness whatever shall be authorized for any purpose. “Eleventh. Punishment for violation. By ordinance to provide reasonable punishment for the violation of municipal ordinances by a fine not exceeding two hundred dollars or imprisonment in the municipal jail for a term not exceeding ninety days, or both, for each violation. “Twelfth. Magistrates. To provide for the election of a municipal magistrate who shall have power to hear and determine causes arising under the ordinances of such corporation, and to punish violations of such ordinances: *Proviso*.
Sentences. *Provided*, That all sentences of imprisonment imposed by said municipal magistrate shall be served in the municipal jail without expense to the Government of the United States. All appeals to the district court from the judgments of such municipal magistrate shall be governed by the laws relating to appeals from the judgments of Salary. commissioners acting as justices of the peace. Such municipal magistrate shall receive a salary to be fixed by the council, and no fees or Fines, etc. other compensation whatever; and all judgments imposed by said magistrate and collected shall be turned over to the treasurer of the corporation and applied to the use and benefit of the municipality as the council may direct.
” " Sec. 4. Vol. 31, pp. 521, 1438. That section two hundred and three of chapter twenty-one of title three, as amended by the Act approved March third, nineteen hundred and one, be amended so as to read as follows: " “Sec. 203. Treasurer. Bond. The treasurer of the corporation shall be ex officio treasurer of the school board, and shall, before entering upon the duties of his office, take the oath prescribed by law and execute bond to the corporation in an amount to be determined by the judge of the district court, which bond shall be approved by the council and the judge of the district court and filed in the office of the clerk of the corporation, and he shall give such additional bond as the council or judge of the district court may from time to time direct, but in no event shall such bond be less than twice the amount of money in the hands of the treasurer at any one time, to be determined by the tax rolls and license books of the corporation, and of the clerk of the district court: *Provisos*.
To receive all town license moneys. Vol. 30, p. 1336. *Provided*, That all license moneys provided for by Act of Congress approved March third, eighteen hundred and ninety-nine, entitled ‘An Act to define and punish crimes in the district of Alaska and to provide a code of criminal procedure for said district,’ and any amendments made thereto, required to be paid by any resident, person, or corporation for business carried on within the limits of any incorporated town, and collected by the clerk of the district court, shall be paid over by said clerk to the treasurer of such corporation, to be used for municipal and school purposes in such proportions as the School fund. court may order, but not more than fifty per centum nor less than twenty-five per centum thereof shall be used for school purposes, the remainder thereof to be paid to the treasurer of the corporation for the support of the municipality, and the clerk of said court shall take said treasurer’s receipt therefor, in triplicate, one of which receipts shall be forwarded to the Secretary of the Treasury, another to the Attorney-General, and the other shall be retained by the clerk: *Provided*, License moneys outside of towns.
Disposition of. That fifty per centum of all license moneys provided for by said Act of Congress approved March third, eighteen hundred and ninety-nine, and any amendments made thereto, that may hereafter be paid for business carried on outside incorporated towns in the district of Alaska, shall be covered into the Treasury of the United States, and set aside to be expended, so far as may be deemed necessary by the Secretary of the Interior, within his discretion and under his direction, for school purposes outside incorporated towns in said district of Alaska.
” " 947 Sec. 5. That title three of said Act be amended by adding thereto New chapters. the following " “Chapter Thirty-seven. “of the formation of private corporations. “Section 1. That three or more adult persons, bona tide residents Private corporations authorized. of the district of Alaska, may form a corporation in the manner and subject to the limitations provided in this chapter for the following purposes, to wit: “First. To construct, own, and operate railroads, tramways, street Purposes. railways, wagon roads, canals, flumes, and telegraph and telephone lines in Alaska.
“Second. To acquire, hold, and operate mines in Alaska. “Third. To carry on the fishery industry in all its branches in Alaska and in the waters contiguous and adjacent thereto. “Fourth. To construct and operate smelters, electric and other power and lighting plants, docks, wharves, elevators, warehouses, and hotels in Alaska. “Fifth. To carry on trade, transportation, agriculture, lumbering, and manufacturing in Alaska. “Sec. 2. That any three or more persons who may desire to form a Articles to be filed. corporation for one or more of the purposes specified in the preceding section shall make and subscribe written articles of incorporation in triplicate and acknowledge the same before any officer authorized to take the acknowledgment of deeds, and file one of such articles in the office of the secretary of the district of Alaska, and another in the office of the clerk of the district court of the recording division in which the principal place of business of the company is intended to be located, and retain the third in the possession of the corporation, and each copy so filed shall be recorded by the officer with whom filed in a book to be kept by him for that purpose.
“Said articles shall contain and state: Contents. “First. The name of the corporation, the nature and character of the business, and the principal place of transacting the same. “Second. The time of commencement and the period of continuance of said corporation, which shall not exceed fifty years. “Third. The amount of capital stock of said corporation, and how the same shall be paid in, and the number and par value of the shares. “Fourth. The highest amount of indebtedness or liability to which said corporation shall at any time be subject.
“Fifth. The names and places of residence of the persons forming such corporation. “Sixth. The names of the first board of directors, and in what officers or persons the government of the corporation and the management of its affairs shall be vested, and when the same shall be elected and their terms of office. “Seventh. Said articles of incorporation may be amended when authorized by the vote of a majority of the stock given at a regular meeting of the stockholders. Such amended articles shall be executed and acknowledged by the board of directors, or a majority of them, and shall be filed and recorded in the same places and manner as the original articles.
“Sec. 3. That a copy of any articles of incorporation filed pursuant Effect of certified copy. to this chapter, and certified by the clerk of the district court in which the same is filed, or one of his deputies, or by the secretary of the district of Alaska, shall be received as prima facie evidence of the facts therein stated. “Sec. 4. That when the articles of incorporation have been filed and Powers conferred by charter. recorded, the persons who have executed and acknowledged the same, 948 and their successors, shall be a body corporate and politic in fact and in law under the name stated in the articles of incorporation, and by such corporate name shall have succession for the period limited in this chapter and shall have power— “(a) To sue and to be sued in any court having jurisdiction;
“(b) To make and use a common seal, and alter the same at pleasure; “(c) To purchase, hold, mortgage, sell, and convey real and personal property, except stock in other corporations, subject to the limitation hereinbefore prescribed; “(d) To appoint such officers, agents, and servants as the business of the corporation shall require, to define their powers, prescribe their duties, and fix their compensation; “(e) To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will, except that no director shall be removed from office unless by a vote of two-thirds of the stock;
“(f) To make by-laws not inconsistent with the laws of the district of Alaska and the laws and Constitution of the United States; “(g) To manage its property, regulate its affairs, transfer its stock, and to carry on all kinds of business within the objects and purposes of the corporation as expressed in the articles of incorporation. “Sec. 5. Real-estate holdings. That all corporations incorporated under this chapter, and all corporations or joint stock companies organized under the laws of the United States, or the laws of any State or Territory of the United States, and authorized to do business in the district of Alaska, shall have the right to acquire and hold only such real estate as may be necessary to carry on their corporate business.
“Sec. 6. Board of directors. Powers. That the corporate powers of the corporation shall be exercised by a board of not less than three directors who shall be stockholders in the corporation, a majority of whom shall be residents of the district of Alaska, who shall, before entering upon the duties of their office, severally take and subscribe an oath to faithfully perform their duties as such directors, and who shall, after the expiration of the terms of the directors first elected, be annually elected by the stockholders at such time and place within the district of Alaska and upon such notice and in such manner as shall be directed by the by-laws or articles of incorporation of the corporation; but all elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to cast as many votes as he may own or represent shares of stock, and the person or persons receiving a majority of the votes of all the shares of stock voted, a majority of the stock being represented at such election, shall be director or directors.
Whenever any vacancy shall happen among the directors by death, resignation, or otherwise, except by removal and the election of a successor, it shall be filled by appointment of the board of directors for the unexpired term of such vacancy. “Sec. 7. Election of directors. That if it shall happen at anytime that an election of directors shall not be made on the day designated by the by-laws or articles of incorporation of the corporation, the corporation shall not for that reason be dissolved, but it shall be lawful on any other day after due notice, prescribed by the by-laws, to hold an election for directors in such manner as shall be provided for in the by-laws or articles of the corporation, and all directors duly elected shall hold their offices until their successors are elected and qualified.
“Sec. 8. Quorum of board. That a majority of the whole number of the directors shall form a quorum of the board of directors for the transaction of business, and every decision of a majority of the directors duly assembled as a board shall be valid as a corporate act. “Sec. 9. Meetings. That, except as otherwise provided in the articles of incorporation or by-laws of the corporation, the first and all subsequent 949 meetings of the directors shall be called by a notice signed by one or more persons named as directors in the certificate, or their successors, setting forth the time and place of the meeting, which notice shall be delivered personally to each director if he resides in Alaska, and published at least twenty days in some newspaper of general circulation at or nearest the principal place of business of the corporation and in the district of Alaska.
“Sec. 10. That the stock of the corporation shall be deemed personal Stock. estate, and shall be transferable in such manner as shall be prescribed by the articles of incorporation or the by-laws of the corporation; but no transfer shall be valid except between the parties thereto until the same shall have been entered upon the books of the corporation so as to show the names of the parties, by and to whom transferred, the numbers and designation of the shares, and the date of transfer.
“The stockholders of any corporation formed under this chapter Payment for. may, in the by-laws or articles of the corporation, prescribe the times, manner, and amounts in which payments of the stock subscribed by them, respectively, shall be made; but in case the same shall not be so prescribed, the directors shall have the power to demand and call in from the stockholders the sum or sums unpaid of the stock subscribed for or taken at such time, and in such manner, payments or installments, as they may deem proper.
In all cases sixty days’ notice of each assessment shall be given each stockholder personally or by registered letter if his post-office address is known to any officer of the corporation, and by publication weekly for eight consecutive weeks in some newspaper of general circulation published at or nearest to the principal place of business of the corporation in the district of Alaska. If, after such notice has been given, any stockholder shall make default in the payment of assessments upon the shares held by him, so many of said shares may be sold as will be necessary for the payment of the assessments upon all shares held by him, her, or them at that time.
The sale of such shares shall be made as prescribed in the articles or by-laws of the corporation, but shall in no case be made at the office of the corporation. No sale shall be made except at public auction, to the highest bidder, after notice given as in the case of notices of assessment; and at such sale the person who shall pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares or portion of a share, as the case may be, shall be deemed the highest bidder: *Provided*, That after the delivery of the *Proviso*.
Assessments. certificates of stock to the stockholders no call shall be made at any one time for more than ten per centum of the par value of the stock, and that calls shall not be made oftener than once in thirty days, unless otherwise provided in the articles of incorporation. “Sec. 11. That whenever any stock is held by a person as executor, Powers of trustees, etc., to vote. administrator, guardian, trustee, or in any other such representative capacity, he shall represent such stock at all meetings of the corporation, and may vote accordingly as a stockholder in person or by proxy.
“Sec. 12. That any stockholder may pledge his stock by delivery Stock pledged. of the certificate or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder. “Sec. 13. That it shall not be lawful for the directors to make any Dividend limitations. dividend in new or additional stock, or to make any dividend, except from the net profits arising from the business of the corporation, or to divide, withdraw, or .in any way pay to the stockholders, or any of them, any part of the capital stock of the corporation, or to reduce the capital stock of the corporation unless in the manner prescribed in this chapter or in the articles or amended articles of incorporation or by-laws; and in case of any violation of the provisions of this section the directors under whose administration the same may have happened, 950 except those who may have caused their dissent therefrom to be entered at large on the minutes of the board of directors at the time, or were not present when the same did happen, shall, in their individual or private capacities, be jointly and severally liable to the corporation and the creditors thereof, in event of its dissolution, to the full amount *Proviso*.
Distribution on dissolution. so divided or reduced or paid out: *Provided*, That this section shall not be construed to prevent a division and distribution of the capital stock of the corporation which shall remain after the payment of all its debts upon the dissolution of the corporation or the expiration of its charter. “Sec. 14. Consideration for stock. That no corporation shall issue any of its stock, except in consideration of money, labor, or property estimated at its true Liability of stockholders. money value.
Each and every stockholder shall be personally liable to the creditors of the company for the amount that remains unpaid upon the par value of his stock. “Sec. 15. Liability of trustees, etc. That no person holding stock as an executor, administrator, guardian, or trustee, or holding it as collateral security, or in pledge, shall be personally subject to any liability as a stockholder of the corporation; but the person pledging the stock shall be considered as holding the same and shall be liable as a stockholder, and the estate and funds of the owner of stock in the hands of an executor, administrator, guardian, or trustee holding the stock shall be liable in like manner and to the same extent as the testator or intestate, or the ward or person interested in the trust fund would have been if he or she had been living and competent to act and hold the stock in his or her name.
“Sec. 16. By-laws, etc. That every corporation organized under this chapter shall within one month after tiling articles of incorporation, adopt a code of by-laws for its government, and shall have its principal office in the district of Alaska and keep in such office its general and principal books of account, including its stock books and record books, and its principal managing officer or superintendent shall reside within the district of Alaska. Every such corporation shall keep correct and complete books of account of its business, and a correct and complete record of all its proceedings, including such as relate to the election of its officers.
Every such corporation shall also keep a book containing the names of its stockholders ever since its organization, showing the place of residence, amount of stock held, the amount paid on such stock, and time of transfer of stock. The books of every such corporation shall, at all reasonable times, be open to the inspection of stockholders. “Sec. 17. Capital-stock changes. That any corporation created under this chapter may, subject to the provisions of the same, increase or diminish its capital stock to any amount within the limits fixed by the articles or amended articles of incorporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts or liabilities shall exceed the sum to which the capital stock is proposed to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of capital stock.
“Sec. 18. Action of stockholders to change capital stock. That whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders shall be called by a notice signed by at least a majority of the directors and published weekly at least eight consecutive weeks in some newspaper of general circulation published at or nearest the principal place of business of the corporation in the district of Alaska, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to raise or diminish the capital stock; and a vote of two-thirds of all the shares of stock shall be necessary to increase or diminish the amount of capital stock. 951 “If at any meeting so called a sufficient number of votes have been given in favor of increasing or diminishing the amount of capital stock a certificate of the proceedings, showing a compliance with these provisions, the amount of the capital stock actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished shall be made out, signed, and verified by the affidavit of the presiding officer and secretary of the meeting, certified to by a majority of the directors, and filed and recorded as articles of incorporation are required to be filed and recorded by section two of this chapter.
“Sec. 19. That in like manner as provided in the preceding sections, Amendments to charter. and upon such additional notice as may be provided in the articles of incorporation or by-laws, any of the general provisions of the articles of incorporation may be amended and upon like vote, unless a different vote be required in the articles of incorporation; but such amended articles must be filed and recorded as prescribed in section two of this chapter. “Sec. 20. That every corporation of the district of Alaska shall, on Annual list of officers to be filed. or before the first day of September of each year, file in the office of the clerk of the district court of the recording division where its principal office is located a list containing the names of its principal officers, including the officers mentioned in subdivision one of section forty-six Vol. 31, p. 339. of the Code of Civil Procedure for the District of Alaska, and whenever any such officers are changed or substituted shall, within thirty days after such change or substitution, file a notice thereof in like manner with such clerk.
“Sec. 21. That any corporation organized under this chapter, when Dissolution. no other mode is specially provided, may, when its debts and liabilities are duly paid or secured, dissolve by a written resolution to that effect, at a meeting of the stockholders specially called for that purpose, by a vote of the owners of at least two-thirds of the stock of the corporation. One copy of such resolution, together with a certificate thereto attached signed by the president and secretary, or, if none, the corresponding officers, and sealed with the corporate seal, stating the facts that all the debts and liabilities of the corporation have been duly paid or secured, and the fact and date of the adoption of such resolution, and that the same is a true copy of the original, the whole number of shares of stock, the shares of stock whose owners voted for its adoption, shall be filed and recorded as articles of incorporation are required to be filed and recorded under section two of this chapter.
Thereupon the corporation shall cease to exist except for the winding up of its affairs. “Sec. 22. That all corporations whose terms of existence shall Continuance for closing affairs, etc. expire by their own limitations, or which shall be voluntarily dissolved in the manner provided in the preceding section, or which shall be dissolved by the judgment of court, shall nevertheless continue to be bodies corporate for three years thereafter for the purpose of prosecuting and defending actions, and for enabling them to settle up and close their business, pay their debts, dispose of and convey their property, and divide their assets, but for no other purpose; and when any corporation shall be so dissolved, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they shall be known, shall, subject to the power of any court of competent jurisdiction to make in any case a different provision, continue to act as such during said term, and shall be deemed the legal administrators of such corporation, with full power to settle its affairs, pay its debts, sell or dispose of or convey all of its property, both real and personal, collect the outstanding debts, and, after paying the debts due and owing by such corporation at the time of its dissolution and the costs of such 952 administration, divide the residue of the money and other property among the stockholders thereof.
“Sec. 23. Annual statement to be published. That the president, secretary, and treasurer of any corporation organized under the provisions of this chapter shall annually, under their signatures and oaths, make out and publish weekly, for three successive weeks, in a newspaper of general circulation in the district of Alaska, a joint statement showing: First, the number of shares of capital stock outstanding; second, the amount paid in on each share of stock; third, the actual paid-up capital of the corporation; fourth, the actual cash value of the property of the corporation and the character, location, and nature of the same; fifth, the debts and liabilities of the corporation, and for what the same were incurred and whether the same are secured or unsecured and the amount of each kind, and, if secured, the character and kind of security; sixth, the salaries severally paid each and every officer, manager and superintendent of the corporation during the preceding year; and, seventh, the increase or decrease if any of the stock, the capital, and the liabilities of the corporation during the preceding year.
” " Approved, March 2, 1903.