obtained there shall be subtracted the total assessed value of all the corporate property as fixed by the various states, and upon which taxes are paid by such corporation, at the time of the last prior appraisal thereof. The remainder shall be considered to be the value of the corporate franchise and good will, and there shall be charged and collected thereon an annual license fee at the following rates: Upon each $1000 up to $5,000,000, one dollar; for each ⚫ $1000 between $5,000,000 and $10,000,000, one dollar and fifty cents; for each $1000 between $10,000,000 and $15,000,000, two dollars; and so on, the rate per $1000 increasing fifty cents for each $5,000,000 increase in the value of the franchise.1 (3.) Statement,-On or before July 15th of each year, such corporation shall make and file with the Collector of Internal Revenue of the district in which such corporation has its registered office, a true and accurate statement, verified under oath by the president or chief officer thereof, which shall set forth upon blanks to be provided by the Commissioner of Internal Revenue, with the approval of the Secretary of the Treasury, and under such rules and regulations as such officers may prescribe, the total amount of authorized capital stock of each class, the amounts thereof outstanding, the amount paid thereon, and the market value thereof; likewise the same information as to all bonds, debentures, and obligations outstanding; also an itemized statement of all the corporate property, the states in which it is located, the value thereof, and the assessed value thereof by the states in which taxes thereon are paid by such corporation, the amount of taxes paid thereon, and such other items as such officers may prescribe as necessary to enable them to determine the value of the franchise as herein before provided. (4.) Assessment,-Such collector shall transmit such statement to the Commissioner of Internal Revenue, as in other cases, who shall cause the amount of the franchise or license fee due for the year by such corporation to be determined as provided herein. (5.) Collection,-Such commissioner shall cause the amount so fixed to be certified to the collector of the district wherein the registered office is located, for collection by him. Such tax shall be due and payable on or before the first day of January in each year, and for failure for ten days after notice and demand, such cor 1 See note to 80. poration shall be subject to the same penalties as in other cases, and, upon suit by the attorney-general, such corporation may be enjoined from engaging in national commerce until the tax is paid, or it may be dissolved. (6.) Revenue laws to apply,-All the provisions and penalties imposed by the laws of the United States relating to the powers of the internal revenue officers, collectors, and agents, the assessment, collection, and payment of the taxes imposed thereby, the obtaining the necessary information or the witholding, refusal, or neglect to give the same, or to make returns required, or making false returns, made in other cases, so far as the same may be applicable, except as herein modified, shall apply to the franchise fee imposed herein, as fully as if such provisions were specifically referred to or incorporated herein. (7.) Shares exempt,-The shares of stock and the bonds and obligations of such corporation, upon which the value of the franchise has been based as herein provided, outstanding in the hands of the owners thereof shall not otherwise be subject to taxation or charge of any kind by the states or the national government; but this provision shall not be construed to create a contract the obligation of which shall not be impaired. 5. Judicial Control. § 149. Quo Warranto. Any such corporation shall be subject to dissolution by a proceeding in the name of the United States, in the form of an Information in the nature of Quo Warranto, brought by the attorney-general of the United States in the circuit court of the United States in the district in which said corporation shall have its registered office, against such corporation for abuse, misuse, nonuse, usurpation, ultra vires or illegal or fraudulent acts or transactions in violation of the franchises conferred upon such corporation, or for violations of the duties placed upon such corporation by the provisions of this Act, or for failing to begin business within two years after incorporation, or suspending business for one whole year, or whenever the membership falls below seven; and the same action may be brought against those who assume to act as such corporation without being legally incorporated, and such suit may be brought against such parties in the name of the pretended corporation without naming the individuals composing it, and bringing suit in such name shall not be a recog nition of the validity of the existence of such pretended corporation. Judgment of dissolution for, or ouster from, or injunction against, the exercise of any power, privilege, or franchise claimed or attempted to be exercised, or for failure to conform to the provisions of this Act, may be rendered and enforced by such court. § 150. Mandamus. Whenever any such corporation lies under a specific duty, whether public or private, expressly or impliedly placed upon it by its charter, or by this Act, or by any law of the United States, or by the common law, and there exists no complete and adequate remedy by the ordinary course of procedure, such duty may be enforced by proceedings in mandamus by the attorneygeneral in the name of the United States, if the duty is a public one, and in case the duty is a private one then in the name of the United States on the relation of the person whose right is affected, provided that, in the latter case, suit is commenced within six years after such corporation first refuses to perform such duty. § 151. Injunction. An injunction may be granted upon application of the attorney-general, on behalf of the United States, against any such corporation whenever it is abusing or misusing any of its powers, or engaging in ultra vires acts, or acting to the detriment of the public, or creating a public nuisance, or threatening to do any of these. § 152. U. S. Circuit Courts to Have Jurisdiction. Such mandamus or injunction proceedings shall be brought in any circuit court of the United States in the district where the question arises, and where jurisdiction of the parties can be obtained as in other cases. Jurisdiction is hereby conferred upon the circuit courts of the United States to hear and determine all such complaints by information in the nature of quo warranto, mandamus, and injunction as hereinbefore provided, under such rules of procedure as are now, or may be prescribed by the Supreme Court of the United States. Appeals may be prosecuted from the circuit court as in other cases; but in matters not constitutional, arising wholly under this Act, the circuit courts of appeals shall have final jurisdiction. IX. RIGHTS AND LIABILITIES OF MEMBERS. § 153. Certificate of Stock. (1.) Each person who is accepted as, or becomes, a member of a corporation formed under this Act shall be entitled to a certificate of stock stating the things indicated, and executed as provided, in section 52. (2.) Lost certificate,-In case a certificate has been lost or destroyed the by-laws may prescribe the terms and conditions upon which a new certificate of stock may be issued in the place of the old one. In the absence of any such provision, the directors may in their discretion, require the owner of a certificate alleged to be lost or destroyed, or his legal representatives to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock, to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such certificate supposed to be lost or destroyed. § 154. Voting. (1.) Proxy,-Unless otherwise provided in the charter, at every shareholders' meeting each stockholder (except as herein limited), shall be entitled to one vote, in person or by proxy given in writing, for each share held by him. Every proxy shall be dated and shall state the meeting in which it is to be used and no proxy shall be valid after the final adjournment of such meeting, nor shall any proxy be voted by any candidate for election as a director. (2.) Trustee,-Every person holding stock as executor, administrator, guardian or trustee, or in any other fiduciary capacity may represent the same at all meetings of the corporation and may vote thereon as a stockholder; and every person who shall pledge his stock may represent the same and vote thereon at all meetings unless in the transfer to the pledgee on the books of the corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the latter or his proxy shall represent and vote such stock. (3.) Unpaid,-No share upon which any sum is due and unpaid, shall be voted by the owner thereof, or any one for him. (4.) Stock held by corporation,-Shares of its own stock belonging to such corporation, or held in trust for, or controlled by, it shall not be voted upon directly or indirectly. (5.) Shares held by other corporations,-Shares held by other corporations in violation of section 87 shall not be voted upon directly or indirectly. (6.) Personal interest,-The personal interest of any shareholder in the subject matter to be voted upon, if exercised in good faith and not in fraudulent disregard of the rights of others, shall not disqualify any shareholder from casting his vote as he may choose. (7.) Voting trusts,-Any voting trust, combination, or contract, among members whereby less than a majority of all the outstanding J shares shall determine the vote to be cast by such majority, or shall be authorized to cast the vote of such majority, shall be void; no party thereto shall be bound thereby, and any dissenting shareholder may enjoin the casting of such vote, and any action based thereon. § 155. Dividends. (1.) Only out of profits,-Any corporation organized under this Act may declare and pay dividends out of its surplus earnings or net profits arising from its business; but such corporation shall not divide, withdraw, or in any way pay to the stockholders, or any of them, any part of its capital or reduce its capital stock, except as provided in this Act. (2.) Reserve fund; division of profits,-No dividend shall be declared on any stock in any year until a reserve fund amounting to at least twenty per cent of the face value of the outstanding stock is set aside, and then only out of the surplus profits over and above that sum; thereafter at the first meeting of the directors after the annual meeting, unless the by-laws otherwise provide, or unless otherwise directed by the shareholders, after reserving such other sum out of the profits as the shareholders shall direct for working capital, or as an additional reserve or sinking fund or for betterments or improvements, the directors shall make a dividend among the stockholders of at least fifty per cent of the net profits over and above such reservations, and in case the directors refuse or neglect to do so, the circuit courts of the United States having jurisdiction of the parties shall have equitable jurisdiction, upon application of such corporation or a shareholder to order the declaration and payment of such dividend. (3.) To be pro rata,-When dividends are declared, they shall be, among the same class of shareholders, pro rata and equal, and without preference, upon the face value of the shares; but if expressly so provided in the by-laws, and so stated in the certificates of shares, dividends may be declared and paid in proportion to the amount paid upon the shares. (4.) Quarterly or semi-annually,—Subject to the foregoing provisions, dividends may be paid semi-annually, or quarterly on preferred stock as such stock may provide; and thereafter, a like, but no greater, amount, may be likewise declared and paid on the common stock, if the directors so decide, and the by-laws so provide, without waiting till the end of the fiscal year; but at the end of the fiscal year, the full amount of the surplus earnings after payment in full of the preferred dividends, and of other prior obligations, may, |