istered office, a capital stock divided into shares, and shall enact bylaws for its regulation.

Such corporation shall be formed, shall have such powers, shall be managed, shall be subject to such duties and liabilities, shall be subject to such control and supervision, with such rights, duties, and liabilities of members, officers and creditors, shall be subject to such penalties, and shall be dissolved and wound up, as hereinafter provided.

2. Members.

§ 20. Necessity. Every such corporation shall have and continue to have at least seven members, each of whom shall own at least one share of stock. Failure to have such number of members shall have the effect indicated in sections 149, 184, 187.

§ 21. Acquisition of Membership. Membership may be acquired in such corporation before incorporation by subscribing to the Agreement of Association, hereinafter mentioned, indicating the shares agreed to be taken; or by accepting or agreeing to accept any office for which qualification by ownership of shares is required, to the extent thereof; or by subscription to the capital stock; or by agree. ment to purchase or take shares, in such corporation. made by the mutual promises of the parties thereto; or by contract with the promoters or incorporators; or by underwriting contract; and accepted, adopted, or acted upon with full knowledge by such corporation; or, after incorporation, by contract of subscription or purchase made with its duly authorized agent; or by accepting any office for which qualification shares are required, to the extent thereof, so far as the corporation has unissued shares; or by transfer of shares from a former owner, or his personal representative; or by operation of law.

3. Directors.

§ 22. Number. Such corporation shall have not less than five directors, but may have as many more as are provided for in the Agreement of Association.

§ 23. Qualifications. (1.) Residence: At least one-third of the whole number of directors shall during office, continuously reside within the United States.

(2.) Ownership of shares. The ownership of at least five shares, or such other greater number as may be required by the by-laws of the corporation, shall be a necessary qualification to be a director of such corporation.

§ 24. Effect of Acceptance. Acting as such director, or knowingly permitting one's self to be named as such in the Agreement of Association, Articles of Organization, or in any prospectus, before filing the Articles of Organization with the Commissioner of Corporations, shall be conclusively held to be a contract on the part of such person with such corporation to take and pay for the necessary qualification shares, and the name of such person shall be entered as a member subscribing for such number of shares, and he shall be liable accordingly. Accepting such office after incorporation shall have the same effect if the corporation has unissued shares sufficient to qualify such person or persons to be directors; and if not, failure for thirty days after such election, on the part of such person to become the bona fide owner of the requisite qualification shares, shall vacate the office.

§ 25. Oath. The directors shall take and subscribe the oath provided in section 33.

§ 26. Election. Unless otherwise provided the directors shall be chosen by the shareholders at the annual meeting; but if suitable provision is made in the Agreement of Association, where the corporation shall have more than one class of stock, or bonds with voting power, the right to choose part or all of the directors may be conferred upon the stockholders of any class or upon the bondholders to the exclusion of others.

§ 27. Term. They shall hold office for one year, and until others are chosen and qualified in their places; but such corporation may, by suitable provision in the Agreement of Association, classify its directors in respect to their term of office, the classes to be as nearly equal numerically as is possible, and no class to hold office for less than one year (except those who may be elected at the organization meeting), nor more than five years; and the term of office of at least one class shall expire annually.

4. Executive Committee.

§ 28. Selection and Authority. Such corporation may by its by-laws provide for an executive committee to be chosen by ballot from and by its board of directors. To such committee may be delegated the management of the current and ordinary business of the corporation, and such other duties as the by-laws may prescribe.

5. Officers.

§ 29. Enumeration of. Such corporation shall have a president, vice-president, registered agent, secretary, treasurer, and one or

more auditors, and such other officers as may be provided for in the by-laws. The directors may appoint such other agents as may be necessary.

§ 30. Qualification. The president and vice-president shall be directors. The registered agent shall be a natural person of full age residing within the United States, or a corporation organized, and having its place of business within the United States, and authorized by its charter to perform the duties of such an agent. The secretary and treasurer shall be bona fide owners of such number of shares as is provided in the by-laws, but in no case less than one share each, and the provisions of section 24 relating to ownership of shares by directors shall otherwise apply. No auditor shall be a director, but otherwise one person may hold two or more offices. § 31. Election. The president, vice-president, secretary and treasurer shall be elected by the stockholders by ballot, unless such authority is conferred on the directors by the by-laws. The auditor, or auditors, shall be elected by the stockholders by ballot. The first registered agent shall be chosen at the organization meeting, and his name shall be stated in the Articles of Organization, which shall be signed by him. The manner of choosing or appointing all other officers and agents may be prescribed by the by-laws, but in default of such provisions, such officers may be chosen by the board of directors.

§ 32. Term. Unless otherwise provided in the Agreement of Association or in the by-laws, the officers, except as herein otherwise provided, shall be elected annually, and shall hold their offices until their successors are elected and qualified. The registered agent may hold his office indefinitely, or until death, resignation, or removal, and he shall be deemed to be such agent of the corporation until another is selected, and his selection is certified to the Commissioner of Corporations.

§ 33. Oath. All such officers including the directors shall make oath that they will faithfully discharge their duties, and that they are the bona fide owners of the requisite unpledged qualification shares, and such oath signed by such officers, and certified by the officer administering the same, under his hand and seal if he has one shall be filed and preserved with the corporate records.

§ 34. Bonds. The treasurer shall give bond for the faithful performance of his duties in such sum (not less than one thousand dollars), and with such surety or sureties as shall be prescribed in

the by-laws. The auditor or each auditor, in a corporation having an authorized capital stock of one million dollars or over, shall give a bond of not less than one hundred thousand dollars, with one or more sureties for the faithful discharge of his duties; in corporations having a smaller authorized capital stock the bond of the auditor shall not be less than ten per cent thereof. The bonds of the treasurer and auditors shall be subject to the approval of the shareholders; but the provisions as to the bonds of auditors may be waived by the written consent of every shareholder.

§ 35. Effect of Failure to Qualify. Failure upon the part of any one elected to qualify in accordance with the foregoing provisions in regard to ownership of stock, oath, or bonds, within thirty days after notified of his election shall render the office vacant, but not excuse from liability for acts done.

6. Name.

§ 36. Selection. Such corporation must have a name which shall be in English, and shall indicate that it is a corporation as distinguished from a natural person or partnership, and shall also indicate whether it is a transportation, a transmission, or a trading corporation, or a combination of two of these as hereinafter provided.

§ 37. Limitation. Such corporation shall not adopt as a part of its name the words "bank," "trust," "trust company," "savings," "investment," "insurance," "assurance," "loan," or "syndicate,' or either of them, or similar ones. Such corporation shall not assume the name of any other company doing business within the United States, at the time of its organization, or within two years prior thereto, or a name so similar to that of any such company as to be mistaken for it; but a reorganized corporation may continue to use its own name; and the use of any name in violation of this Act, may be enjoined at the suit of the Attorney-General of the United States or of a party having a prior lawful right to such name, in any court within the United States having equitable jurisdiction, although a Certificate of Incorporation under such name may have been issued by the officer authorized to issue the same.

§ 38. Change. The corporate name may be changed as provided in sections 92-94.

7. Registered Office.

§ 39. Necessity and Purpose. Such corporation shall have and keep continuously a registered office within the United States, which shall be deemed to be its post office address, and that of its officers

and directors, to which and to whom all communications and notices, except notices of meetings may be addressed.

§ 40. Location and Agent in Charge. The location of such office by town or city, street and number, if any, shall be set forth in the Agreement of Association. Such office shall be deemed to be at all times in charge of the registered agent, who shall, to all intents and purposes, and for all the purposes of this Act, be held to be the agent of such corporation for receiving such notices and communications.

§ 41. Record of. Notice of the situation of such registered office, and of any change therein, shall be given to the Commissioner of Corporations, and recorded by him. Until such notice is given the corporation shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

8. Capital Stock.

§ 42. Necessity. Such corporation shall have such an authorized amount of capital stock, not less than ten thousand dollars, divided into transferable shares, of not less than ten dollars each, as may be stated in the Agreement of Association.

§ 43. Classes. Such company may create and issue two or more classes of stock, with such designations, preferences, and voting powers, or restrictions or qualifications thereof, or restrictions upon the sale or transfer, as shall be stated in the Agreement of Association, and may increase or decrease the same, or any class thereof as is provided in section 95.

§ 44. Redemption. Any class of stock may be made subject to redemption at not less than par, under such conditions and restrictions, and at such time and place as may be fixed in the Agreement of Association, provided, that at the time of redemption the debts and liabilities of the corporation shall not exceed the amount of the unredeemed capital of the corporation.

§ 45. Issue of. (1.) Amount,-At least fifty per cent of the amount authorized shall be subscribed or taken, and at least ten per cent shall be paid, and certificate thereof filed before commencing business, as provided in section 81; the remainder thereof may be subscribed and paid at such times, and in such amounts as the needs of the corporation may require; but when the total amount is subscribed, and also when the total amount is paid, such facts shall be certified to the Commissioner of Corporations in the manner, and stating the things, required by section 81.