ARTICLE II. OF THE MODE OF PROCEDURE AGAINST CORPORATIONS. § 1. Actions against corporations, how in- | § stituted. 2. Summons issued against incorporated company, may be served on President, etc., or, if absent, by leaving copy at office of company, etc. 3. Officer to express in his return, on whom he executed the summons, etc. 4. Suits shall be commenced in the county where the cause of action accrued, etc. 5. Notices, etc., how served. 6. Summons returned, not served, court to order appearance to be entered, when. 7. Copy of order to be published, when, how and where. 8. Execution to be a fieri facias. 9. Return of nulla bona on fieri facias; proceedings; attachment. 10. Atta hment shall be executed by sum- 11. Moneys, etc., of corporation bound 13. For what garnishees shall have credit. 15. Moneys in the hands of officer to be § 1. In all actions which may be instituted against any corporation or incorporated company, it shall be sufficient to issue a summons, commanding the corporation, by their corporate name, to appear and answer the action; which summons shall be directed, as provided by this article, and returnable in like manner, and subject to the same rules and regulations, as the like process in case of individuals. § 2. When any such summons shall be issued against any banking or other incorporated company, service on the President, or other chief officer of such company, or, in his absence, by leaving a copy thereof at any business office of said company, with the person having charge thereof, shall be deemed a sufficient service; and if the corporation have no business office in the county where suit is brought, or if no person shall be found in charge thereof, and the President or chief officer cannot be found in such county, a summons shall be issued, directed to the Sheriff of any county in this State, where the President, or chief officer of such company, may reside or be found, or where any office or place of business may be kept of such company, and the service thereof shall be the same as above. §3. On the return of such summons, served as aforesaid, the officer serving the same shall express in his return, distinctly, on whom, how and when, the same had been executed; and if not on the chief officer, he shall express the absence of such officer, or that he cannot be found. § 4. Suits against corporations shall be commenced, either in the county where the cause of action accrued, or in any county where such corporation shall have, or usually keep, an office or agent for the transaction of their usual and customary business. § 5. All notices, orders and rules, required to be served in the progress of any cause, shall be served in like manner as a summons. § 6. In case the Sheriff or other officer shall return any summons not served, and it shall be made appear to the court that process cannot be served, the court shall make an order, directing the defendants to cause their appearance to be entered to said action, on or before the first day of the next term of the said court. § 7. A copy of such order shall be inserted in some newspaper, printed in this State, for at least six weeks; and the publication of such order, in manner aforesaid, being duly proved, shall have the like effect, and the cause be proceeded in, as in case of a summons duly served. § 8. The first process upon a judgment against any corporation, shall be a fieri facias, which the Sheriff or other officer shall levy on the moneys, goods and chattels, lands and tenements of such corporation, and proceed thereon as in other cases. § 9. In case the Sheriff or other officer shall return upon any such writ of fieri facias, that no goods and chattels, lands and tenements, can be found whereon to levy, or if the property taken shall not be sufficient to satisfy the judgment, interest and costs, it shall be the duty of the Circuit Court, on the application of the plaintiff or his attorney, to issue a writ of attachment against the rights and credits of such corporation, reciting the judgment, execution and return, and directed to the Sheriff of the county. § 10. Such attachment shall be executed by summoning, as garnishee, any person having any moneys or effects belonging to such corporation, and any debtor to such corporation, who may be found within his county, to appear before the Circuit Court at the return of the writ, and then and there answer touching any moneys or effects of such corporation in his hands, or any debt he may owe to the same. § 11. From the time of making such service, all moneys and effects, due and owing, payable or belonging to such corporation, shall be bound until the judgment is satisfied, and no payment made thereafter to such corporation, or other disposition of any debt, moneys or effects as attached, shall be credited to the garnishee making the same, nor shall the stock owned by such person in such corporation be allowed as a set-off. §12. Proceedings against garnishees, under the provisions of this act, shall be the same as against the garnishee summoned in the case of an original attachment; but no judgment shall be rendered against him for any debt to become due at a future day, until after the same shall become due. § 13. For all moneys paid by any garnishee, under this act, he shall have credit against the corporation to whom it was due. § 14. If a sufficient sum be not made to satisfy such judgment and costs, other writs of attachment may be issued as aforesaid, from time to time, until the whole is satisfied. § 15. If any moneys remain in the hands of the officer, after satisfying the judgment and all costs, he shall pay the same to the corporation or its order. § 16. Nothing contained in this article shall be construed to extend to any county or township, or to any public university, academy, seminary or school, incorporated by the laws of this State. Approved November 23, 1855. AN ACT supplemental to the act entitled "An act concerning Corporations," approved November 23, 1855. § 1. Charters of corporations not to be altered, etc., except upon notice given. Be it enacted by the General Assembly of the State of Missouri, as follows: § 1. No charter of any corporation, granted by the Legislature of this State, shall be altered, suspended or repealed by such Legislature, unless proof be made satisfactory to the Legislature, that notice of such proposed alteration, suspension or repeal has been given to the President and Secretary of such corporation, for at least one month next before the session of the Legislature, at which such alteration, suspension or repeal will be proposed. Approved December 13, 1855. AN ACT TO AUTHORIZE THE FORMATION OF RAILROAD ASSOCIATIONS, AND TO REGULATE THE SAME. 13. § 1. Any number of persons over six au- § 12. When company liable to pay a laborer. thorized to form a company; their powers and privileges. 2. Articles of association shall be filed and recorded; affidavit to be endorsed thereon. 3. Certified copy of the articles, with a copy of the affidavit, to be evidence of the incorporation of the compa 14. In what manner company to acquire title to property it cannot purchase. For the purpose of acquiring such title, petition to be presented to the Circuit Court; what it shall contain. 15. On presenting petition, what proceedings to be had; Commissioners to be appointed. 16. 17. Duty of such Commissioners. 18. A certified copy of such order to be 19. When the money to be paid into court. 20. Court to appoint an attorney to protect the interest of parties whose residence is unknown. 21. Title being defective, the company may proceed anew to acquire such title. 22. Materials may be taken from, or de- § 24. Directors authorized to change the | § 44. Corporations to start and run their route of their road. In forming a train, baggage cars, etc., cars at regular times. Baggage for transportation to have check attached. 26. Right of way granted any railroad through State lands. 46. 47. 27. How title acquired from trustee not 28. Width between the rails. 31. Privileges of such county or city, after 32. Certificates to be issued to persons 34. County Courts and City Councils here- 35. How courts may be proceeded against for refusing to act. 36. Badge of identity to be worn by servants of railroad corporations. 37. How far railroad corporations exempt from the jurisdiction of Justices of the Peace. 38. Embezzlement; punishment. 39. Report to be made to the Secretary of State; what it shall state. 40. Penalty for neglecting to make such 48. not to be aced in rear of passenger cars. Bell to be placed on each locomotive; when to be rung. How the crossing of a road or street to be characterized and marked. 49. Person in charge of locomotive becoming intoxicated, deemed guilty of a misdemeanor. 50. Any person willfully injuring the road or its appurtenances, deemed guilty of a misdemeanor. 51. How penalties recovered. This act may be amended or altered, but such alteration not to impair the rights of any company previously organized. 57. Existing railroad corporations in this State to possess the privileges contained in this act. 58. Felony in a Director or other officer to be interested in any contract for construction, etc., of his road. 59. No contractor eligible to fill any place of trust or profit in, or for, the corporation 60. Last two sections apply only to certain companies. Be it enacted by the General Assembly of the State of Missouri, as follows: § 1. Any number of persons, not less than six, may form a company, for the purpose of constructing, maintaining and operating a railroad for public use, in the conveyance of persons and property; and for that purpose may make and sign articles of association, in which shall be stated the name of the company, the number of years the same is to continue, the places from and to which the road is to be constructed, or maintained or operated; the length of such road, as near as may, and the name of each county in this State through or into which it is made, or intended to be made; the amount of the capital stock of the company which shall not be less than ten thousand dollars for every mile of road constructed, or proposed to be constructed, and the number of shares of which said capital stock shall consist; and the names and places of residence of the Directors of the company, not less than five, nor over thirteen in number who shall manage its affairs for the first year, and until others are chosen in their places Each subscriber to such articles of association shall subscribe thereto his name, place of residence, and the number of shares of stock he agrees to take in said company. On compliance with the provisions of the next section, such articles of association may be filed in the office of the Secretary of State, who shall endorse thereon the day they are filed, and record the same in a book, to be provided by him for that purpose; and, thereupon, the persons who have so subscribed such articles of association, and all persons who shall become stockholders in such company, shall be a corporation, by the name specified in such articles of association, and shall possess the powers and privileges granted to corporations, and be subject to the provisions following, to wit: First, To have succession, by its corporate name, for the period limited in its articles of association. Second, To sue and be sued, complain and defend, in any court of law. Third, To make and use a common seal, and alter the same at pleasure. Fourth, To hold, purchase and convey such real and personal estate, as the purposes of the corporation shall require. Fifth, To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation. Sixth, To make by-laws, not inconsistent with any existing laws, for the management of its property, the regulation of its affairs, and for the transfer of its stock. Seventh, In addition to the powers enumerated and given in this act, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given. Eighth, No corporation, created under this act, shall, by any implication or construction, be deemed to possess the power to discount bills, notes, or other evidences of debt, of receiving deposits, of buying gold and silver, bullion or foreign coins, of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, upon loan, or for circulation, as money. Ninth, Where the whole capital of a corporation shall not have been paid in, and the capital paid shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay, on each share held by him, the sum necessary to complete the amount of such share, as fixed by the articles of association, or such proportion of that sum as shall be required to satisfy the debts of said company. Tenth, When the corporate powers of any corporation are directed, by its articles of association, to be exercised by any particular body, or number of persons, a majority of such body, or number of persons, if it be not otherwise provided in its articles of association, shall be a sufficient number to form a Board for the transaction of business; and every decision of a majority of the persons duly assembled as a Board, shall be valid. as a corporate act. Eleventh, Upon the dissolution of any corporation created under this act, and unless other persons shall be appointed by the Legislature, or by some court of competent authority, the Directors or managers of the affairs of such corporation, at the time of its dissolution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide amongst the stockholders the moneys and other property that shall remain after the payment of debts and necessary expenses. Twelfth, The persons so constituted trustees, shall have authority to sue for and recover the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it by its corporate nare, and shall be, jointly and severally, responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands. |