296:1 Corporations Included. – The rights, powers and duties set forth in this chapter shall be incident to all corporations having for their object a dividend of profits, hereinafter incorporated, or whose charters are by law subject to be altered, amended or repealed, excepting savings banks, building and loan associations and corporations organized under […]
296:10 Sale Price. – No corporation shall sell or dispose of any of the shares of its capital stock at a price less than the par value thereof, except in sales of shares at auction for non-payment of assessments. Source. 1849, 860:1. CS 147:20. GS 134:8. GL 148:8. PS 149:9. PL 227:10. RL 276:10.
296:11 Certificates. – Every stockholder shall be entitled to a certificate or certificates signed by the treasurer or cashier and such other officers of the corporation as the bylaws may prescribe, stating his ownership of the shares belonging to him; but no certificate shall be issued until the par value of the shares mentioned […]
296:12 Stockholder’s Residence. – Every stockholder of a corporation shall inform the treasurer, cashier or other officer authorized to issue stock certificates, of the place of his residence, and of every change therein, forthwith after the change is made. Source. PS 149:11. PL 227:12. RL 276:12.
296:13 Stock Record. – The treasurer, cashier or other officer authorized to issue stock certificates of a corporation, shall keep in his office, in books provided for the purpose, a true record of the names and residences of all stockholders of the corporation, of all changes in their residences of which he is informed, […]
296:14 Restraint of Sale. – No corporation shall make any bylaw to restrain the free sale of shares of its stock; every such bylaw shall be void. Source. 1849, 860:2. CS 147:21. GS 134:13. GL 148:13. PS 149:15. PL 227:14. RL 276:14.
296:15 Authority. – Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may capitalize its undivided surplus profits by issuing to its stockholders certificates of stock representing their respective shares […]
296:16 Conditions. – For this surplus the corporation may increase its capital stock within the limits provided by law; but no stock representing undivided surplus profits shall be authorized to be issued at less than par, nor until a certified copy of the vote authorizing the same, and a certificate as hereinafter provided, shall […]
296:17 Certificate. – The certificate aforesaid shall be under oath and signed by the treasurer and a majority of the directors, and shall state the number of shares and the par value thereof issued to represent surplus profits, and that said stock represents cash or property at a fair valuation owned by the corporation. […]
296:18 Exceptions. – The provisions of this subdivision shall not apply to railroad corporations and public utilities subject to the jurisdiction of the public service commission. Source. 1915, 82:2. PL 227:18. RL 276:18.
296:19 Levying. – A corporation at its first meeting, or at a meeting called for the purpose, may make assessments upon the shares of its stock, not exceeding in the whole the amount at which the shares were originally limited; or such assessments may be made by the directors of the corporation; and the […]
296:2 Time Limit for Organization. – Every such corporation shall be organized within 3 years from the passage of its act of incorporation; otherwise the act shall become void. Source. 1846, 321:7. CS 147:35. GS 134:2. GL 148:2. PS 149:2. PL 227:2. RL 276:2.
296:20 Neglect to Pay. – If an owner of shares, being present, either in person or by proxy, at the meeting when any assessment is voted, or being notified thereof by the treasurer or cashier by letter, shall neglect to pay the sum so assessed on his shares for 30 days after the time […]
296:21 Notice; Sale. – The treasurer or cashier shall give notice of the time and place appointed for such sale, and of the sum due on each share, by publishing such notice in some newspaper printed in the vicinity where the corporation is established; and a deed of the shares made by the treasurer […]
296:22 One Vote per Share. – Every stockholder in a corporation, except those whose charters or articles of agreement otherwise provide, may give one vote at any meeting thereof for every share of stock owned by such stockholder. Source. 1846, 321:5. CS 147:14. GS 134:18. GL 148:18. PS 149:19. 1909, 3:1. 1919, 21:1. PL […]
296:23 Oath. – No person claiming to be a stockholder in his own right shall vote as such until he shall make oath, if required by any stockholder at such meeting, before a justice of the peace, that he is the absolute and bona fide owner of the shares claimed by him. Source. RS […]
296:24 Unpaid Assessments. – No person shall vote on any shares until all assessments which have been ordered and have become due and payable thereon have been fully paid. Source. 1849, 860:4. CS 147:16. GS 134:23. GL 148:23. PS 149:24. PL 227:24. RL 276:24.
296:25 By Representative, Etc. – A person holding stock in a corporation as executor, administrator, guardian or trustee, and a person who has pledged his stock as collateral security, may vote thereon as a stockholder, upon producing, if his right is contested, evidence of his title satisfactory to the presiding officer. Source. RS 146:21. […]
296:26 Proxies. – Any person, being authorized by a writing under the hand of one or more stockholders entitled to vote at any meeting of stockholders, such writing being filed with the clerk or cashier, may vote as proxy in the right of such stockholder or stockholders. Source. 1846, 321:5. CS 147:14. GS 134:21. […]
296:27 Limitation. – No proxy shall confer the right to vote at more than one meeting, which shall be named therein. Source. 1849, 860:3. CS 147:15. GS 134:22. GL 148:22. PS 149:23. PL 227:27. RL 276:27.
