tery companies, drainage companies, forestry associations, boards of trade, bridge companies, gas, canal and water works companies, sanitary companies, religious, educational and benevolent corporations, light, heat and power companies, fencing companies, gravel road companies, hydraulic companies, insurance companies of all kinds, liability companies, mortgage guaranty companies, lodges, secret orders and beneficiary societies, charitable organizations, patrons of husbandry, railroad companies, navigation companies of all kinds, street railroad companies, interurban railroad companies, surety companies, telephone companies, telegraph companies, toll road companies, pipe line companies.

4044d1. Repeal.-30. All laws and parts of laws in conflict herewith are hereby repealed.

4044e1. Construction of act, existing corporations.-31. The provisions of this act shall in no way be construed to affect the existence of any corporations heretofore incorporated and existing under the laws of the State of Indiana and any corporation now existing under the laws of the State of Indiana except such as are enumerated in section 29 of this act may avail itself of the provisions of this act in the future the same as if such corporation had been incorporated under the provisions of this act.

And this act shall not be construed to, in any way, limit or deprive any corporation now organized, or doing business in the State of Indiana, of any right or power it may have under any law existing before the passage of this act.

See sections 4044a and 4044c1.

4044f1. "Blue sky law" not affected by act.-32. Nothing in this act shall in any way modify or repeal the act of the general assembly of the State of Indiana, approved July 26, 1920, generally known as the "blue sky" law, being chapter 26 of the acts of the special session begun on the 12th day of July, A. D., 1920.

See sections 4359r to 4359p1, inclusive, Acts 1920, p. 83.

[Acts 1921, p. 556. In force May 31, 1921.]

4044g1. Dividends from sale of stock.-1. It shall be unlawful for any person, firm, company, corporation or association, except while in the process of dissolution, to declare or pay any dividends on any stock issued by, such person, firm, company, corporation or association out of any funds derived from the sale of stock, or out of any other funds, belonging to such person, firm, company, corporation or association, except actual net earnings, surplus or undivided profits.

4044h1. Voting an unlawful dividend, liability for.-2. Any such person, member of a firm or company, or director of such corporation or association who shall vote for or assent to the payment of

any such dividends to any such person above referred to, out of any other funds except actual net earnings, surplus or undivided profits shall be personally liable for twice the total amount of such dividends and also for a reasonable attorney fee for recovering the sum, which suit may be brought by the State of Indiana, on the relation of the prosecuting attorney or on the relation of any person financially interested in said matter.

404411. Penalty.-3. Any person, firm, company, corporation or association, or any director, trustee or officer thereof, who shall violate any of the provisions of this act shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in any sum not less than two hundred dollars ($200) and not more than five thousand dollars ($5,000).

4045. Filing articles with secretary of state.

See note to section 343a.

4046. Powers of corporations.

In view of this section it will be presumed that the president of a corporation who executed a deed to corporate property and affixed the corporate seal, had authority to do so. Bickart v. Henry, App. 116 N. E. 15.

4050. Continuance after dissolution.

Corporations are continued as corporate bodies for three years after the expiration of their charters for the purpose of closing up their business. Muncie etc. Tract. Co. v. Citizens' Gas etc. Co., 179 Ind. 322, 100 N. E. 65; Ropp v. Fulton, 183 Ind. 251, 108 N. E. 946.

4051. Liability of stockholders.

Stockholders of a corporation can only be held for corporation debts when the charter of the corporation has expired, and some part of the capital stock has been withdrawn and paid to stockholders. Walter A. Wood etc. Co. v. Angemeier, 51 App. 258, 99 N. E. 500.

[Acts 1915, p. 687. In force March 11, 1915.] 4051a. Stockholders, liability for debts, suit by receiver.-1. That in all cases where the stockholders of any corporation becoming insolvent are by any law of this state made individually liable in any sum in addition to their capital stock for the satisfaction of any debt or liability which may remain unpaid after the capital stock of the corporation and all its assets have been or may be exhausted, any receiver or trustee in bankruptcy or in assignment under the insolvency laws of this state, appointed by or acting under the authority of any court of competent jurisdiction, may sue for and collect in his trust capacity and in the court appointing him or under whose jurisdiction he is acting, the sums for which said stockholders may be so liable, and in such suit all such stockholders may be joined as defendants in one action and in one paragraph of complaint specifically set

ting forth their respective liabilities, process may be served upon them wherever found in this state, and against any nonresident stockholders such action may be so prosecuted in any court of competent jurisdiction in any other state, territory or county where he may be found, and any such suit or suits may be begun and prosecuted to final judgment as soon as it has been ascertained that the assets and capital stock of such corporation will not be sufficient to pay its liabilities in full.

If a receiver is appointed for a corporation on expiration of its charter, easements held by the corporation pass to the receiver as other property passes. Muncie etc. Tract. Co. v. Citizens' Gas etc. Co., 179 Ind. 322, 100 N. E. 65.

4069. Borrowing on mortgage, sale of stock.

If corporation stock is sold at less than its face value as being fully paid and nonassessable, persons who loan the corporation money can not require the owners of such stock to pay an additional sum therefor. Reel v. Brammer, 56 App. 180, 101 N. E. 1043.

[Acts 1921, p. 305. In force March 8, 1921.]

4084e. Dissolution of special act corporations.-1. Any private corporation now existing in this state which was created and organized by and under a special act or charter passed before the present constitution of the state took effect, and which by virtue of the provisions of its charter consisted of a governing board of trustees and their successors in office without capital stock or stockholders, may be dissolved before the expiration of the time limited in its charter, in the manner as in this act provided.

The governing board or trustees of any such corporation so desiring to dissolve may, at a meeting called for that purpose, or at any regular meeting of the board, and after giving at least two weeks notice of said meeting by publication in at least two newspapers of general circulation in the county in which such corporation has its principal office adopt a resolution by a vote of the majority of the whole board, to the effect that it is in their opinion for the best interests of all parties concerned to dissolve such corporation. If at such meeting a majority of the board shall in person or by attorney consent that such dissolution take place and signify such consent in writing, then such corporation or its said board, shall cause to be filed in the office of the secretary of state such consents, attested by the secretary and its president or vice-president, together with the powers of attorney, if any, signed by such members of such board executing such consent by attorney, with a statement of the names and residences of the then existing board of directors or trustees of said cor

poration, and the names and residences of the officers, duly verified by the president or secretary of said corporation.

The secretary of state shall thereupon issue to such corporation in duplicate a certificate of the filing of such papers and that it appears therefrom that such comporation has complied with this section prescribing steps preliminary to its dissolution, and one of such duplicate certificates shall be filed by such corporation in the office of the recorder of the county in which such corporation has its principal office, and the recorder shall receive and read the same, and thereupon such corporation shall be deemed to be in voluntary liquidation preliminary to dissolution.

4084f. Notice, sale, creditors.-2. The governing board of such dissolving corporation shall cause a copy of such certificate provided for in section one of this act to be published at least once a week for two weeks in one or more newspapers published in the English language and of general circulation in the county in which such corporation has its principal office, and at the expiration of such publication the said corporation by its said governing board shall proceed to wind up its business and affairs, with full power to sell, assign and convey for the purposes set out in its original charter all and singular the property rights, privileges, powers and franchises of such dissolving corporation, and all property real, personal and mixed of every kind and character; and all the property, rights, privileges, powers and franchises so sold, assigned or conveyed shall thereupon be vested in and be the property of the purchaser or assignee; Provided, however, That all rights of creditors, all liens upon the property and franchises, all existing contracts of such dissolving corporation shall be preserved unimpaired. Such dissolving corporation may and shall be deemed to continue in existence in order to preserve the same, and so long as necessary for such purpose; but if the purchaser or assignee shall assume liabilities to the creditors of said corporation and assume said liens and existing contracts, and if the holders thereof shall consent in writing to the novation or substitution of the purchaser or assignee in the place of the dissolving corporation, then said purchaser or assignee shall be subject to the liabilities, liens and duties of such dissolving corporation so assumed, and said dissolving corporation by such novation or substitution shall be discharged therefrom. The net proceeds realized by collections, sales or otherwise, shall be applied to the payment of its debts and obligations not assumed by the purchaser or assignee, and the balance then remaining shall be turned over to the grantee and transferee of its other property and property rights and for such purposes as is provided for

and contemplated by its original charter, and not inconsistent therewith.

4084g. Settlement of affairs.-3. Said dissolving corporation shall nevertheless continue no longer in existence as a corporate body than is necessary to wind up its affairs, to pay and satisfy its existing debts and obligations, and make sales, assignments and conveyances as aforesaid, and to turn over proceeds as aforesaid, but until its affairs and business are fully wound up and settled as provided in section 2 of this act, it shall have the power to prosecute and defend suits, to enforce debts and obligations in its favor, and to do and perform any and all acts necessary or requisite to the full and final winding up of its affairs.

4084h. Final dissolution.-4. After the governing board of such corporation has fully and finally settled its affairs, disposed of all its property, paid its debts, except such as have been assumed by novation or substitution as aforesaid, and disposed of any balance remaining, as in this act provided, then the president and secretary thereof shall certify in writing to the secretary of state under oath said facts, and thereupon all power and authority of such corporation shall be terminated and such corporation shall have no further corporate power, but shall be deemed fully and finally wound up and dissolved. Section 5 of the above act provides that the act be in force and effect from and after its passage.