monopoly, contrary to the provisions of the National Anti-trust Acts, the Interstate Commerce Act, or Department of Commerce Act, or the amendments to either of the same, or as to any business carried on by such corporation within any state, which is not national commerce, contrary to the Anti-trust Acts of any state in which such business shall be done. The individual acts of the shareholders, or a majority thereof, whether done through the ordinary forms of corporate action or otherwise, having such effect, shall be held to be the act of such corporation.

(6.) Acquisition of its own shares,-No such corporation shall purchase or acquire directly or indirectly its own shares except to redeem the same in the manner expressly provided in the Agreement of Association, and subject to sections 44, 95, herein, or except in case of seizure, forfeiture, or sale, in order to secure payment for the same as provided in section 91, herein, or by purchasing the same in an execution or attachment sale, in order to secure the payment of a bona fide debt due the corporation, previously incurred, when no other property of the debtor subject to execution, or attachment and sale, can be found; but such stock shall be sold within one year from the time it is so purchased.

(7.) Acquisition of shares in other corporations,-No such corporation shall subscribe for, purchase, or directly or indirectly otherwise acquire the shares of any other company, except by way of purchase upon execution or attachment sale in order to secure the payment of a bona fide debt due such corporation previously incurred, when no other property of the debtor subject to execution or attachment and sale can be found; or except in completing a contract of merger or consolidation in compliance with sections 96 to 98. (8.) Register other corporations as shareholders,-No such corporation shall permit to be registered on its books, or shall recognize as the owner of its shares and entitled to vote or receive dividends thereon, or shall receive the vote of, or pay dividends to, any company formed under the laws of any state or country whatever, which has purchased or in any way acquired the control over a majority of the shares of such corporation, or by way of voting trust or otherwise actually exercises control over the selection of the board of directors, or a majority thereof, or over the management of such corporation, unless such company has complied with and been organized under the provisions of this Act, and become in every way subject thereto, and then only in completion of a con

tract of merger or consolidation in compliance with sections 96 to 98. (9.) Preference of creditors,-No such corporation shall directly or indirectly, in contemplation of insolvency, bankruptcy or winding up of its affairs, prefer any of its creditors, and all attempts to do so, shall be void and of no effect, and the provisions of section 60 of the Bankruptcy Act of July 1, 1898, and the amendments thereto shall apply to such attempts.

(10.) Loan money to shareholders,-No such corporation shall loan money to any shareholder to enable him to withdraw in effect any part of the money paid in by him on his stock, nor shall make or declare dividends, except from the surplus or net profits arising from its business, nor divide, withdraw, or in any way pay to the stockholders, or any of them, any part of its capital stock, or reduce its capital stock, except as provided in sections 44, and 95.

(11.) Interpretation,-The foregoing enumeration of limitations upon the powers of such corporation shall not be so construed as to imply the grant of other powers not expressly excluded.

2. Particular Powers.

§ 88. Suits. (1.) Place,-Such corporation may sue in its corporate name in any court of law or equity, anywhere, having jurisdiction of the subject matter and of the defendant.

Suit may be brought against such corporation in the courts of any of the states or territories, or of any foreign country, or in the federal courts in any district, having jurisdiction of the subject matter, and wherein the defendant has an established place of business. The circuit courts of the United States shall have general jurisdiction to determine controversies arising under this Act without regard to the amount involved, and if necessary, process may be made to run throughout the United States. Appeals may be prosecuted as provided in section 152.

(2.) Citizenship,-Such corporation shall be deemed to be, for the purposes of jurisdiction, a citizen of the state in which its registered office is located; but it shall not be considered a non-resident or foreign corporation within the meaning of state attachment laws.

(3.) Service of process,—Service of writs or process may be made upon such corporation by the officer authorized to serve the same, leaving a duly certified copy thereof, personally with the agent or person in charge of such place of business, or by said officer mailing, postage prepaid, by registered letter, a certified copy of such writ or process, addressed to the registered agent at the registered

office of the corporation, in which case the officer so serving such writ or process shall certify in his return that he made service in this way specifying the dates and details thereof, and shall attach thereto the postal receipt showing the same to have been sent to, and the return postal receipt showing the same to have been received by, such registered agent, or at such registered office, and such return, so made, shall be conclusive evidence of the due service of said writ or process upon such corporation at the date of such return postal receipt, and shall justify a judgment in personam against such corporation. In case no such return postal receipt is received before the return day, an alias, and a pluries writ may be issued and served in like manner, or upon failure to obtain service in this way, service may be made by publication or otherwise, in accordance with the law of the place where suit is brought.

§ 89. Contracts. (1.) Execution,-Contracts, which if made between natural persons would so far as the form is concerned, be valid, shall, subject to the provisions of this Act, be valid if made in the same manner in the corporate name, by any person acting under the express or implied authority of such corporation, whether the same be by parol, in writing, or under seal.

(2.) Seal,-The corporate seal need not be affixed to any contract or conveyance, except such as if executed by a natural person would be required to be under seal. The presence of the corporate seal upon other documents shall not give them a legal effect different from what they would have without the seal. When the corporate seal is present upon a document purporting to be executed by the corporation it shall be prima facie presumed to have been regularly affixed by proper authority. An impression of the corporate seal stamped upon the document itself, without wax or wafer, shall be a sufficient sealing of any document by such corporation.

(3.) Application of state laws, -Except as otherwise provided herein or in other laws of the United States, the laws of the states relating to the capacity of the parties to make, the execution, consideration, evidence, effect, and enforcement of, and limitations of actions upon, contracts made with such corporations shall be applied as in other cases.

§ 90. Mortgages. (1.) Stockholders to authorize, Mortgages, except purchase money mortgages covering only the property purchased, upon the real estate or franchise of the corporation shall not be valid unless they are approved or authorized by the vote of

a majority of the outstanding shares, and bonds having the right to vote.

(2.) Fictitious,-Mortgages given upon the corporate property to secure an amount greater than the consideration received by the corporation shall be invalid as against the creditors, the receiver, or a dissenting shareholder to the extent of such excess, and the person to whom such mortgage is given shall be liable to the corporation, the creditor, shareholder, or any bona fide purchaser of the bond, debenture or other negotiable instrument secured thereby, as provided in sections 47 and 48.

(3.) Registration,-Every mortgage or charge created by such corporation for the purpose of securing any issue of bonds or debentures, or upon uncalled capital, or upon the personal property and chattels, or as a floating charge upon the property of the corporation, so far as creating a lien upon the property of the corporation, shall be void against the receiver, or any creditor thereof, unless such mortgage shall be filed within sixty days after its execution in the office of the Commissioner of Corporations, who shall keep a register thereof, properly indexed, showing the date of filing; the date of execution; the date of the resolution of the shareholders authorizing the same; the number of shares voting therefor; a short description of the property mortgaged; the states in which located; the name of the mortgagee; in case the mortgage is to secure a series of bonds or obligations, it shall be sufficient, as to the amount, to state the total thereof, and as to the mortgagee, to state the name of the trustees, if any, for such holders; and if more than one issue is made of the same series, the date and amount of the new issue, with reference to the former, need only to be made.

(4.) Contract valid,-Failure to file and register such mortgage as provided herein shall not invalidate the contract or obligation to repay the money secured thereby; but registration as herein provided shall not in any way excuse compliance with or modify the effect of failure to comply with the state laws relating to filing and registration of liens upon property therein.

(5.) Certificate,-The said Commissioner shall give to such corporation a certificate of the registration of such mortgage, and the amount secured thereby, which shall be conclusive evidence of compliance herewith, and a copy of such certificate shall be endorsed upon every bond or debenture secured by such mortgage.

When evidence is given to the satisfaction of the Commissioner that such mortgage or charge has been paid he shall enter on the register thereof a memorandum of satisfaction, and on request, furnish a certificate to that effect.

(6.) Fees, For such registration, certificates, or copies thereof such commissioner shall be entitled to 25 cents for each 100 words, but for registration or copy thereof not less than $1.00, and for each certificate not less than 25 cents.

(7.) Inspection,-Such register of mortgages shall be a public record open to the inspection of any person desiring to see the

same.

(8.) Corporation register,-The corporation itself shall keep a register of its mortgages as provided in section 128.

§ 91. Forfeiture of Shares. (1.) Sale,-If the owner of any shares shall neglect to pay any sum due thereon for thirty days after the time appointed for payment, the treasurer, when ordered by the board of directors, shall sell at public auction such shares of the delinquent owner, or such number of them as will pay all sums then due thereon, with interest and all necessary incidental charges, and shall transfer the shares sold to the purchaser, who shall be entitled to a certificate therefor.

(2.) Notice,-The treasurer shall give notice of the time and place appointed for the sale, and the sum due on each share, the number of the certificate, and the number of shares offered for sale, by advertising the same once a week for three successive weeks immediately before the date of sale, in some newspaper of general circulation published in the county where the registered office is located, and by mailing notice thereof, post paid, to the delinquent stockholder at his last known post office address, at least twenty days before the date of sale.

(3.) Proceeds,-If the proceeds of the sale of such shares are more than sufficient to pay the sums due thereon, with interest and expenses, the balance shall be held by the corporation for such stockholder, and paid to him or his representatives or assigns, at any time upon surrender to the corporation of his certificate of such shares. If the proceeds are not sufficient to pay the amount due with interest and charges, the stockholder shall remain liable to the corporation for the deficiency, to be collected by action therefor.

(4.) Purchase by corporation,-If no one offers enough to pay the sums due on such shares with interest and charges, the treas