and where payable; the day when unpaid assessments shall become delinquent, not less than thirty nor more than sixty days from the date of the order; and a day for sale of delinquent stock, not less than fifteen nor more than sixty days, from date of delinquency. Section five gives the form of a notice which the secretary is to cause to be published on making the order, which notice contains the substance of the orders required to be made by the trustees. Section six requires the notice to be published weekly for four successive weeks in a daily or weekly paper, at the designated principal place of business, or nearest thereto, and also in some paper in the county where the works are situated, if there be any, and such works are in the United States; provided, that such notice may be personally served by copy with like effect. Sections seven and eight require the publication in the same papers of a notice of sale, giving the form of the notice, which embodies all the essentials of names, location of business, with the previous orders, etc., necessary to give full information of the proposed sale, and the particular shares to be sold. Section nine provides that the publication, if in a daily, shall be for ten days, exclusive of Sundays and holidays, and if in a weekly, two weeks, the first publication being fifteen days prior to sale. Section ten vests the corporation with full power to sell and transfer so much of the stock as is necessary to pay over-due assessments against the holders of the delinquent shares respectively, together with the costs of sale. Section eleven authorizes the secretary to make the sale pursuant to notice, provided the assessments and costs be not previously paid. Section twelve designates as the highest and best bidder, the one who pays the assessment for the smallest number of shares. Section thirteen provides that in the absence of a purchase for the amount of assessments and costs, the delinquent stock

be bid in by the company at such price as will square

accounts, and thereafter shall remain non-assessable and non-dividend-paying while it is the property of the company. Corporate stock so held shall be subject to the disposition of the stockholders, under the by-laws, or by a vote of a majority of the remaining share-holders. Section fourteen provides that an extension of times or dates may be made for notices, etc., not to exceed thirty days, by order of the trustees and publication of the extension with the notice; but there can be but one such extension. Section fifteen holds the assessment valid, notwithstanding subsequent errors or omissions; but in case of such error invalidates all proceedings subsequent to the levy. Section sixteen renders the maintenance of an action to recover stock sold, where the ground of recovery is defect or irregularity in the levy, notice, or sale, to depend upon a tender of all sums paid, with interest, and the bringing of the action within six months after the sale. Section seventeen repeals prior conflicting statutes, with a saving clause covering proceedings already commenced. An act, supplementary to the foregoing, supplies the evidence of publication and sale. The affidavit of the printer, his foreman, or principal clerk, is prima facie evidence of the former, and the affidavit of the secretary or other auctioneers of the latter, including the time and place of sale, the quantity and description, to whom, at what price, and the payment of the purchase money. Such affidavits shall be filed with the company, and certified copies are to be taken as true, correct, and admissible in evidence in all courts as the originals would be. The certificate of the secretary, under the seal of the corporation, dispenses with primary proof of the official character or genuineness of the secretary's signature.2

1 Stat. 1865-66, p. 458. This act also expressly repeals an act of April 14, 1864, which was, for the most part, re-enacted by the repealing act. See Stat. 1863-64, p. 402.

2 Stat. 1869-70, p. 229.

§ 190. Amendments of articles of association-Or certificate of incorporation.-By a majority vote of the board of trustees, and by the written assent or approving vote of two-thirds of the stockholders, and the filing of such amended articles or certificate, shall clothe the company with the same powers as though the amendments had been embodied in the original articles or certificate. The following provisos are made: That the time of the existence of the corporation shall not be extended; that the original and amended articles shall contain all that the law requires; that defects in the original shall not be cured by the amendment; that in the absence of written assent by all the stockholders the intention to amend shall be advertised for sixty days in a paper published at the principal place of business, and the written protest of one dissenting stockholder may prevent the adoption of the amendment; and that nothing in the act shall authorize a diminution of capital stock.1

1 Stat. 1869-70, p. 107.

§ 191. Removal of officers of corporations-Is provided for. On a petition of a majority of the stockholders, to the judge of the county of the principal place of business, in which the number of shares of each shall be verified by each owner thereof, said judge issues notice to the stockholders, of a meeting to be held for that purpose not less than five nor more than ten days from the first publication of the notice, giving the time and place of meeting in the county, and the object of the meeting. The notice shall be published daily in one or more papers of the county for at least five days before the meeting. After an organization of the meeting by those claiming shares, electing president and secretary, no one shall take part in the further proceedings but those proved to

be stockholders. One hour from the appointed time is given the stockholders to assemble, when it appearing that holders of less than one-half the stock are present, the meeting shall stand dissolved. A vote of the holders of two-thirds of the capital stock, the board will be required to furnish a detailed statement of the affairs of the company, its business and property. If the holders of more than two-thirds2 of the shares are present, they shall proceed to vote, and if the holders of a majority of all the stock favor the removal of one or more of the officers, they shall be deposed and the meeting shall proceed to elect their successors. Upon a verified report of such election the county judge shall issue certificates to the newly elected officers, with an order that the proper books, papers and effects pertaining to their offices shall be surrendered to them. The certificate and order shall be recorded by the county clerk3.

1 Amended April 1, 1876, to read "the majority."

2 Amended April 1, 1876, to read "a majority." 3 Stat. 1871-72, p. 443.

And

§ 192. Protection of stockholders in mining corporations.-The secretary is required to produce the books of the company for examination by the holder of stock of the par value of $500, during business hours of every day, excepting Sundays and legal holidays, and on demand of such stockholder balance the books up to the end of each month, and make out a balance sheet. on or before the tenth day of January and July of each year prepare a statement of the transactions of the company for the preceding six months, with a full description of the company's property. This statement shall be open to the inspection of such stockholder. All demands for inspection, etc., shall be made at the principal office. Such stockholder shall at all business or working hours of the day be privileged to inspect the workings of the

mine, surface or underground, upon presenting his certificate of stock, and it is made the duty of all officers, managers, agents and superintendents to allow such inspection. The violation of any of the foregoing provisions subjects the trustees to a fine of two hundred dollars, costs and expenses of the stockholder in traveling to and from the property, to be recovered by the suffering stockholder in any court of competent jurisdiction, either of the county of the principal place of business or where the mine is situated1.

1 Stat. 1873-74, p. 866. For general corporation law, see civil code, §§ 283-403.

§ 193. Mining partnerships.—Following are the provisions of the civil code :1 Section 2511. A mining partnership exists when two or more persons, who own or acquire a mining claim for the purpose of working it and extracting the mineral therefrom, actually engage in working the same. Section 2512. An express agreement to become partners, or to share the profits and losses of mining is not necessary to the formation or existence of a mining partnership. The relation arises from the ownership of shares or interests in the mine and working the same for the purpose of extracting the minerals therefrom. Section 2513. A member of a mining partnership shares in the profits and losses thereof in the proportion which the interest or share he owns in the mine bears to the whole partnership capital, or whole number of shares. Section 2514. Each member of a mining partnership has a lien on the partnership property for the debts due the creditors thereof, and for money advanced by him for its use. This lien exists, notwithstanding there is an agreement among the partners that it must not. Section 2515. The mining ground owned and worked by partners in mining, whether purchased with partnership funds or not, is partnership