(14.) Trading,-If the same is a trading corporation, the nature of the trading to be carried on, together with the location, character and description of any business, plant, factory, farm, or establishment of any kind whatever, to be constructed, purchased, leased, owned, maintained, operated, or controlled in any way directly or indirectly, by or in connection with, or as producing, or requiring the products or materials dealt in, or to be dealt in, by such trading corporation. (15.) Other business,-The nature, location, and description of any other business, plant, factory, farm, or establishment of any kind whatever to be engaged in, owned, maintained, operated, or controlled, in any way directly or indirectly, by or in connection with such corporation. (16.) Other provisions,-Any provision which the incorporators may choose to insert for the regulation of the business, the conduct of the affairs, the plan of the financial organization, or the government of the corporation, or defining, limiting or regulating the powers of the same, or the stockholders, or any class thereof, or the directors, not inconsistent with the provisions of this Act or of the Constitution and laws of the United States; but if such provisions are not so set forth in the Agreement of Association or an amendment duly made thereto, they shall be void and of no effect. (17.) Duration,-The duration of the corporate life, which shall not be more than 100 years. (18.) Names of signers, -The names and post office addresses of those who sign this Agreement of Association, (hereinafter called incorporators), the number and class of shares, bonds or debentures subscribed for by each, which shall not be less than one share by each, and not less than three thousand dollars in all. § 60. Execution of Agreement. The agreement of Association shall be signed in person by the incorporators named therein, who shall acknowledge the same before a judge of some court of record, or a notary public, and a certificate of such acknowledgment under the seal of the court or officer taking the same, shall be attached thereto. § 61. Functions of Incorporators. Without excluding others who forward or participate in the formation of the corporation, the incorporators shall be deemed promoters, and until the holding of the organization meeting, may have direction of the affairs and the organization of the corporation, and may take steps not inconsistent with this Act to secure the proposed issue, subscription or purchase of the stock of the corporation, and subject to the provisions of section 63 such agreements, contracts and engagements thereof shall be binding upon the corporation. § 62. Subscription and Allotment. Without excluding other methods of application or subscription made before or after incorporation, books may be opened by the incorporators or directors, for receiving subscriptions to the shares, bonds or debentures, at such time and place, and upon such notice as they may deem expedient; the names and addresses of the subscribers with the amount of the subscription of each shall be entered therein; when the minimum subscription provided for in the Agreement of Association is obtained the organization meeting may be called as provided in section 70. If more than the minimum subscription is obtained, the incorporators or directors may make allotment among those that have applied as they, in their discretion, deem to be for the best interests of the corporation. Notice of the allotment made shall be given immediately, personally, or by mail postpaid, to those to whom shares have been allotted. 2. Promotion. § 63. Preliminary Promotion Agreements. Every promoter is in a fiduciary relation towards the corporation which he is engaged in promoting. He may not sell or let his property, or property in which he has an interest, to the corporation, and may not be interested in any contract with the corporation, unless at a general meeting of the shareholders of the corporation before the completion of the purchase, lease, or contract a full and fair disclosure is made that he is the vendor or lessor or has an interest in the property or in the contract, and of the nature and amount of that interest. Any such contract as aforesaid with respect to which such disclosure is not made shall be voidable at the option of the corporation. A promoter may not retain for his own use any profit or remuneration whether in money, shares or otherwise, arising out of, or received by him in connection with, the promotion of the corporation or in consideration of services rendered by him in the course of such promotion, unless at a general meeting of the corporation full and fair disclosure has been made of the nature and amount of that profit or remuneration, and the corporation has by formal resolution assented thereto after such disclosure. Every promoter shall be liable to account to the corporation for the amount or value of any secret profit or remuneration, and to repay the same to the corporation with interest as the court may direct. Subject to the foregoing, and the provisions of sections 45 to 48, and 81 to 83, the agreements, contracts and engagements of the promoters, shall, when accepted, adopted, ratified or acted upon with full knowledge of their provisions by said corporation, become binding thereon as of the date when made by the promoter. § 64. Prospectus to be Issued. If the public is or is to be invited to subscribe for, or purchase, any part of the stock, bonds, or debentures proposed to be issued by such corporation, a prospectus of said corporation shall be prepared and issued under the circumstances and conditions following. § 65. Definition of Terms. (1.) Prospectus shall include every prospectus, announcement, circular, advertisement, or notice of every kind whatever issued in any manner or form whatever, by or on behalf of any corporation organized, or to be organized, or by or on behalf of any person engaged or interested in the formation of such corporation, under this Act, with a view of obtaining, or directly or indirectty inviting subscriptions to, or purchase of, shares, bonds, or debentures, in such corporation, except such as may be issued to and invite only existing members of such corporation to subscribe for further shares, bonds, or debentures. (2.) Vendor Shall include every person who has entered into any contract, absolute or conditional, for the sale, purchase, letting or subletting, or for any option therefor, of any property to be thereby acquired by the corporation, when the purchase money is not fully paid at the date of the issue of the prospectus, or any part of such purchase money is to be paid by, or out of the proceeds of, the subscription invited by the prospectus, or the fulfillment of the said contract in any way depends on such subscription, or the results thereof. (3.) Material fact,-Every contract or fact which relates to the corporation or its affairs, or the promoters, vendors, officers, or the subscription, is to be deemed to be material, if it would influence the judgment of a prudent investor in determining whether he would participate in the subscription invited by the prospectus unless such contract was made, or fact occurred, more than two years before the issue of such prospectus. § 66. Contents of Prospectus. Every prospectus shall state:- (2.) The number of shares fixed as qualifications of a director, if different from amount provided in section 23. (3.) As to promoters,-The names and addresses. of the promoters and directors or proposed directors; the number of shares, bonds, or debentures held or agreed to be taken by them respectively, and whether wholly or partly paid up; also full particulars of the nature and extent of the interest, if any, of every director or proposed director in the promotion of, or in the property acquired or to be acquired, by the corporation. (4.) As to preliminary expenses,-The total amount or estimated amount of preliminary expenses connected with the formation of the company, issuing the shares, bonds, or debentures, specifying particularly the total fees to be paid to the government; the total fees for legal and expert services; the total cost of preparing, printing, circulating and advertising the documents used or to be used in launching the corporation; the total amount paid or to be paid in any way by any person on behalf of the corporation to incorporators, promoters, or directors, for becoming such, or to qualify them therefor, or for services performed or to be performed by any of them, or for them, in the formation of the corporation; the total amount of reward, remuneration, or commission with the rate thereof paid, or to be paid to any one for subscribing, or agreeing to subscribe, or procuring, or agreeing to procure, subscriptions to, or purchase of, or underwriting or guaranteeing the sale of, shares, bonds, or debentures; the total amount of fees, charges, or commissions with the rate thereof, paid or to be paid to any one in connection with the acquisition of any kind of property for or on behalf of the corporation; any other expense incurred or to be incurred in the formation of the corporation, and to whom paid or to be paid, and for what purpose; and if any of said sums, or any part thereof, is to be paid in shares, bonds, or debentures, the same shall be so indicated, and the face value thereof given. (5.) As to stock,-The minimum subscription upon which the directors will allot the shares, bonds, or debentures subscribed for, and proceed with the issue thereof; the minimum amount payable on application and allotment on each share, bond, or debenture; the number and amount of founders or management shares, if any, and the nature and extent of the interest the holders thereof are to have in the property and profits of the corporation; the number and amount of shares, bonds, or debentures issued or to be issued to any one, as fully or partly paid up otherwise than in money, and in the latter case the extent to which they are so paid up, and in either case the consideration for which and the person or persons to whom such shares, bonds, or debentures have been issued, or are proposed or intended to be issued; the amount reserved or to be reserved for working capital; the application or proposed application of the remainder of the issue or proposed issue of the shares, bonds or debentures, to which subscription is invited. And in case of a second or subsequent offer of shares, bonds, or debentures, or invitation to subscribe therefor, the amount before offered for subscription on each previous allotment, with the amount actually allotted, and the amount paid thereon. (6.) As to property to be acquired, -The names and addresses of the vendors of any property purchased or acquired by the corporation, or to be so purchased or acquired, which is to be paid for wholly or partly out of the issue or proceeds of the issue offered for subscription by the prospectus; a brief description of the nature of such property, and its location, if physical property, and whether any part, and if so, how much, is considered franchise or good will; the consideration paid or to be paid therefor, specifying whether any and how much is or is to be in cash, shares, bonds, or debentures, and to whom paid or to be paid, and what part is for franchise or good will; and where there are more than one vendor, or the corporation is a sub-purchaser, the amount payable in money, shares, bonds, or debentures to each vendor, separately stating the sums paid or to be paid to each for franchise, or good will, and for other property; also the dates of such purchase or acquisition; and in case such property has been valued or appraised by any one with a view of purchase by the company the names and addresses of such appraisers, with the date of the appraisement. (7.) As to contracts,―The dates of and the names of the parties to, any material contract directly or indirectly relating to the corporation or to the promotion thereof entered into by the corporation, or incorporators, promoters, directors, or any person for or on behalf of it or them or any of them, with any of them or with any other person whomsoever, within two years before the issue of such prospectus, whether subject to adoption by the directors or otherwise; also a reasonable time and place (which shall be the registered office of the corporation if it is organized), where such contract, if in writing, may be inspected by any one interested; but this shall |