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United States, and those who had duly declared their intentions to become such, and did, by said act, recognize the local customs and rules of miners in different mining districts of the United States and its territories, and did make certain other provisions and regulations in reference to mineral lands that local laws may regulate and make operative: Therefore,
SECTION 1. Be it enacted, etc., That all mining-claims upon veins or lodes of quartz, or other rock in place bearing gold, or other valuable mineral deposits heretofore located, shall be governed as to length along the vein or lode by the customs, regulations, and laws in force on the date of their location. A mining-claim located after the passage of this act, whether located by one or more persons, may equal but not exceed one thousand five hundred feet in length along the vein or lode; but no location of a mining-claim shall be made until the discovery of the vein or lode within the limits of the claim located. No claim shall extend more than three hundred feet on each side of the middle of the vein at the surface, nor shall any claim be limited by any mining regulation to less than twenty-five feet of surface on each side of the middle of the vein or the surface, except where adverse rights existing on the 10th day of May, 1872, shall render such limitation necessary. The end-lines of each claim shall be parallel to each other.
SEC. 2. The locators of all mining locations heretofore made on any mineral vein, lode, or ledge on the public domain, and their heirs and assigns, so long as they comply with United States, territorial, and local laws, shall have exclusive right of possession and enjoyment of all surface included within the lines of their locations, and of all veins, lodes, and ledges throughout their entire depth to the top or apex of which lies inside of such surface-lines extending downward vertically, although such veins, lodes, or ledges may so far depart from a perpendicular in their course downward as to extend outside of the vertical side-line of said surface-locations: Provided, That nothing in this section shall be construed to extend the claim of any locator of a mining-claim into the claim owned or possessed by any other person.
SEC. 3. The miners of each mining district may make rules and regulations governing the location, manner of recording, and amount of work necessary to hold possession of a mining-claim, subject to the requirements of the act of Congress approved May 10, 1872, entitled "An act to promote the development of the mining resources of the United States", which are as follows: "The location must be distinctly marked on the ground, so that its boundaries may be readily traced. All records of mining-claims hereafter made shall contain the name or names of the locators, the date of the location, and such a description of the claim or claims, located by reference to some natural objects or permanent monument, as will identify the claim. On each claim located after the passage of this act, and until a patent shall issue therefor, not less than one hundred dollars' worth of labor shall be performed or improvements made during each year, and, upon a failure to comply with these conditions, the claim upon which such failure occurred shall be open to relocation in the same manner as if no location of the same had ever been made": Provided, That all mining-claims shall be recorded in the office of the county auditor of the county where the same is situated, until regulations for the recording thereof shall be duly made by the miners of the miningdistrict in which the claim is situated: And provided further, That such record with the county auditor, before such regulations may have been made by the miners of the district providing for the record of such location, shall be all the record of the same that shall be required in the mining districts of this territory.
SEC. 4. All acts and parts of acts in conflict herewith are hereby repealed.
NOTE.-Section 3 of this act was amended by a substitute section by "An act to amend an act entitled 'An act in relation to quartzmining,"" etc., approved November 12, 1875 (Stats., 1875, p. 126).
CHAP. XV.-AN ACTION TO RECOVER POSSESSION OF A MINING-CLAIM.
AN ACT relating to justices of the peace and to their practice and jurisdiction. (Approved November 13, 1873; Stats., 1873, p. 372.) SECTION 181. Any person claiming the right to the occupancy and possession of a mining-claim withheld by another may make complaint, in writing and on oath, to a justice of the peace of the county in which the miningclaim is situated, setting forth the facts constituting his right to such possession and occupancy, and such a description of the mining-claim as can conveniently be given, and that the defendant wrongfully withholds the possession from him.
SEC. 182. Upon filing such complaint, the same proceeding shall be had before the justice as in actions for forcible entry and detainer, and if the judgment be rendered for the plaintiff, a writ of restitution may in like manner be issued to place the plaintiff in possession of such mining-claim.
SEC. 183. In an action to recover possession of a mining-claim, proof shall be admitted of the customs, usages, or regulations established and in force at the bar or diggings embracing such claim, and such customs and regulations, when not in conflict with the laws of the United States or this territory, shall govern the decision of the action.
SEC. 238. This act shall take effect and be in force from and after its passage.
SESSION LAWS OF 1873, 1875.
CHAP. I.-GENERAL INCORPORATIONS.
AN ACT to provide for the formation of corporations. (Approved November 13, 1873; Sess. Laws, 1873, p. 398.) SECTION 1. That corporations for manufacturing, mining, milling, wharfing and docking, mechanical, mercantile, building, and farming purposes, or for the purpose of building, equipping, and running railroads, or engaging in any other species of trade or business, may be formed according to the provisions of this act, such corporations and the members thereof being subject to all the conditions and liabilities herein imposed, and to none others.
SEC. 2. Any two or more persons, who may desire to form a company for any one or more of the purposes specified in the preceding section, shall make and subscribe written articles of incorporation in triplicate, and acknowledge the same before any officer authorized to take the acknowledgments of deeds, and file one of such articles in the office of the secretary of the territory, and another in the office of the county auditor of the county in which the principal place of business of the company is intended to be located, and retain the third in the possession of the corporation. Said articles shall state the corporate name of the company, the object for which the same shall be formed, the amount of its capital stock, the time of its existence, not to exceed fifty years, the number of shares of which the capital stock shall consist, the number of trustees, and their names, who shall manage the concerns of the company for such length of time (not less than two or more than six months) as may be designated in such certificate, and the name of the city, town, or locality and county in which the principal place of business of the company is to be located. Amendments may be made to the articles of incorporation by supplemental articles executed and filed the same as the original articles.
SEC. 3. A copy of any certificate of incorporation, filed in pursuance of this act and certified by the auditor of the county in which it is filed, or his deputy, or by the secretary of the territory, shall be received in all the courts and places as prima-facie evidence of the facts therein stated.
SEC. 4. When the certificate shall have been filed, the persons who shall have signed and ac knowledged the same, and their successors, shall be a body corporate and politic, in fact and in name, by the name stated in their certificate, and by their corporate name have succession for the period limited, and power:
1. To sue and be sued in any court having competent jurisdiction.
2. To make and use a common seal and to alter the same at pleasure.
3. To purchase, hold, mortgage, sell and convey real and personal property.
4. To appoint such officers, agents, and servants as the business of the corporation shall require; to define their powers, prescribe their duties, and fix their compensation.
5. To require of them such security as may be thought proper for the fulfillment of their duties, and to remove them at will, except that no trustee shall be removed from office unless by a vote of two-thirds of the stockholders, as hereinafter provided.
6. To make by-laws not inconsistent with the organic act of this territory and the laws of the Congress of the United States and of this territory.
7. The management of its property, the regulation of its affairs, the transfer of its stock, and for carrying on all kinds of business within the objects and purposes of the company as expressed in the articles of incorporation. SEC. 5. The corporate powers of the corporation shall be exercised by a board of not less than two trustees, who shall be stockholders in the company, and a majority of them citizens of the United States and residents of this territory, who shall, before entering upon the duties of their office, respectively take and subscribe to an oath, as prescribed by the laws of this territory, and who shall, after the expiration of the term of the trustees first elected, be actually elected by the stockholders at such time and place within the territory, and upon such notice and in such manner as shall be directed by the by-laws of the company; but all elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to as many votes as he may own or represent by proxy shares of stock, and the person or persons receiving the greatest number of votes shall be trustee or trustees: Provided, That nothing herein contained shall prevent any corporation by their by-laws limiting such bona fide shareholder to a single vote, or one vote for every full share of paid-up stock, or its equivalent in assessable stock, disregarding the number of shares of stock he may own. It shall be competent at any time for two-thirds of the stockholders of any corporation organized under this act to expel any trustee from office and to elect another to succeed him. In all cases where a meeting of the stockholders is called for the purpose of expelling a trustee and electing his successor, such notice shall be given of the meeting as the by-laws of the company may require. Whenever any vacancy shall happen among the trustees, by death, resignation, or otherwise, except by removal and the election of his successor as herein provided, it shall be filled by appointment of the board of trustees.
SEC. 6. If it shall happen at any time that an election of trustees shall not be made on the day designated by the by-laws of the company, the corporation shall not for that reason be dissolved; but it shall be lawful on any other day to hold an election for trustees in such manner as shall be provided for in the by-laws of the company, and all acts of the trustees shall be valid and binding upon the company until their successors are elected and qualified.
SEC. 7. A majority of the whole number of trustees shall form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board shall be valid as a corporate act.
SEC. S. The first meeting of the trustees shall be called by a notice signed by one or more persons named as trustees in the certificate, setting forth the time and place of the meeting, which notice shall be either delivered personally to each trustee or published at least twenty days in some newspaper in the county in which is the principal place of business of the corporation, or if no newspaper is published in the county, then in some newspaper nearest thereto in the territory.
SEC. 9. The stock of the company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the by-laws of the company; but no transfer shall be valid, except between the parties thereto, until the same shall have been entered upon the books of the company so as to show the names of the parties by and to whom transferred, the numbers and designation of the shares, and the date of the transfer.
SEC. 10. The stock bolders of any corporation formed under this act may in the by-laws of the company prescribe the times, manner, and amounts in which payments of the sums subscribed by them, respectively, shall be made; but in case the same shall not be so prescribed, the trustees shall have the power to demand and call in from the stockholders the sums by them subscribed, at such time and in such manner, payments, or installments as they may deem proper. In all cases notice of each assessment shall be given to the stockholders personally, or by publication in some newspaper published in the county in which the principal place of business of the company is located; and if none be published in such county, then in the newspaper nearest to said principal place of business . in the territory. If, after such notice has been given, any stockholders shall make default in the payment of assessments upon the shares held by him, so many of said shares may be sold as will be necessary for the payment of the assessment upon all the shares held by him, her, or them. The sale of said shares shall be made as prescribed in the by-laws of the company, but shall in no case be made at the office of the company. No sale shall be made except at public auction, to the highest bidder, after a notice of four weeks, published as above directed in this section, and at such sale the person who shall pay the assessment so due, together with the expenses of advertising and sale, for the smallest number of shares or portion of a share, as the case may be, shall be deemed the highest bidder.
SEC. 11. Whenever any stock is held by a person as executor, administrator, guardian, or trustee, he shall represent such stock at all the meetings of the company, and may vote accordingly as a stockholder.
SEC. 12. Any stockholder may pledge his stock by a delivery of the certificates or other evidence of his interest, but may, nevertheless, represent the same at all meetings and vote as a stockholder.
SEC. 13. It shall not be lawful for the trustees to make any dividend, except from the net profits arising from the business of the corporation, nor divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock of the company, nor to reduce the capital stock of the company, unless in the manner prescribed in this act or the articles of incorporation or by-laws; and in case of any violation of the provisions of this section, the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the board of trustees at the time, or were not present when the same did happen, shall, in their individual or private capacities, be jointly or severally liable to the corporation, and the creditors thereof in the event of its dissolution, to the full amount so divided, or reduced,or paid out: Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of the company which shall remain after the payment of all its debts upon the dissolution of the corporation or the expiration of its charter.
SEC. 14. No corporation organized under this act shall by any implication or construction be deemed to possess the power of issuing bills, notes, or other evidences of debt for circulation as money, except bonds by railroad companies, which shall at no time exceed double the amount of paid-up stock issued by said company. And each and every stockholder shall be personally liable to the creditors of the company to the amount of what remains unpaid upon his subscription to the capital stock, and not otherwise.
SEC. 15. No person holding stock as executor, administrator, guardian, or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the same, and shall be liable as a stockholder, and the estate and funds in the hands of the executor, administrator, or guardian or trustee shall be liable in like manner and to the same extent as the testator, or intestate, or the ward or person interested in the trust fund would have been if he or she had been living and competent to act and hold the stock in his or her own name.
SEC. 16. It shall be the duty of the trustees of every company incorporated under this act to keep a book containing the names of all persons, alphabetically arranged, who are or shall be stockholders of the corporation, and showing the number of shares of stock held by them, respectively, and the time when they became the owners of such shares, which book, during the usual business hours of the day, on every day excepting Sunday and the legal holidays, shall be open for the inspection of stockholders and creditors of the company at the office or principal place of business of the company; and any stockholder or creditor of the company shall have the right to make extract from such book, or to demand and receive from the clerk or other officer having the charge of such book a certified copy of any entry therein, or to demand and receive from any clerk or officer a certified copy of any paper
placed on file in the office of the company, and such book and certified copy shall be presumptive evidence of the fact therein stated in any action or proceeding against the company or any one or more of the stockholders.
SEC. 17. If at any time the clerk or other officer having charge of such books shall make any false entry or neglect to make any proper entry therein, or, having the charge of any papers of the company, shall refuse or neglect. to exhibit the same or allow the same to be inspected or extracts to be taken therefrom, or to give a certified copy of any entry as provided in the preceding section, he shall be deemed guilty of a misdemeanor, and shall forfeit and pay to the injured party a penalty of not less than one hundred dollars nor more than one thousand dollars, and all damages resulting therefrom, to be recovered in any action of debt in any court having competent jurisdiction; and for neglecting to keep such book for inspection as aforesaid the corporation shall forfeit to the people the sum of one hundred dollars for every day it shall so neglect, to be sued for and recovered in the name of the people in the district or probate court of the county in which the principal place of business of the corporation is located.
SEC. 18. Any company incorporated under this act may, by complying with the provisions herein contained, increase or diminish its capital stock to any amount which may be deemed sufficient and proper for the purposes of the corporation; but before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the sum to which the capital is proposed to be diminished, such amount shall be satisfied and reduced so as not to exceed the diminished amount of the capital.
SEC. 19. Whenever it is desired to increase or diminish the amount of capital stock, a meeting of the stockholders. shall be called, by a notice signed by at least a majority of the trustees, and published at least eight weeks in some newspaper published in the county where the principal place of business of the company is located, or if no newspaper is published in the county, then the newspaper nearest thereto in the territory, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase or diminish the capital, and a vote of two-thirds of all the shares of stock shall be necessary to increase or diminish the amount of capital stock.
SEC. 20. If at a meeting so called a sufficient number of votes have been given in favor of increasing or diminishing the amount of capital, a certificate of the proceedings showing a compliance with these provisions, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock is to be increased or diminished, shall be made out and signed and verified by the affidavit of the chairman and secretary of the meeting, certified to by a majority of the trustees, and filed as required by the second section of this act, and when so filed the capital stock of the corporation shall be increased or diminished to the amount specified in the certificate.
SEC. 21. Upon the dissolution of any corporation formed under the provisions of this act, the trustees at the time of the dissolution shall be trustees of the creditors and stockholders of the corporation dissolved, and shall have full power and authority to sue for and recover the debts and property of the corporation, by the name of the trustees of such corporation, collect and pay the outstanding debts, settle all its affairs, and divide among the stockholders the money and other property that shall remain after the payment of the debts and necessary expenses. SEC. 22. Any corporation formed under this act may dissolve and disincorporate itself by presenting to the district judge of the judicial district in which the office of the company is located a petition to that effect, accompanied by a certificate of its proper officers, and setting forth that at a meeting of the stockholders called for the purpose it was decided by a vote of two-thirds of all the stockholders to disincorporate and dissolve the corporation. Notice of the application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which it is to be heard, and shall be published in some newspaper of the county once a week for eight weeks, or if no newspaper is published in the county, by publication in the newspaper nearest thereto in the territory. At the time and place appointed, or at any other time to which it may be postponed by the judge, he shall proceed to consider the application, and if satisfied that the corporation has taken the necessary preliminary steps and obtained the necessary vote to dissolve itself, and that all claims against the corporation are discharged, he shall enter an order declaring it dissolved.
SEC. 23. All corporations now existing or hereafter formed under the laws of other states and territories for the conducting and transaction of marine, life, or fire insurance business, with an authorized agent residing in and having an office in this territory, shall have ample power to do and transact such insurance business within this territory not inconsistent with the organic act of this territory, with ample power by their corporate name and style to enjoy all such rights not inconsistent with the organic act as aforesaid, and to maintain and defend the same in any court or place within this territory as fully as though said companies were domestic corporations, incorporated by and in accordance with the laws of this territory.
SEC. 24. Any corporation desiring at any time to remove its principal place of business into some other county in the territory shall file in the office of the county auditor a certified copy of its certificate of incorporation. If it is desired to remove its principal place of business to some other city, town, or locality within the same county, publication shall be made of such removal at least once a week for four weeks in the newspaper published nearest to the city, town, or locality from which the principal place of business of such corporation is desired to be removed. The formation or corporate acts of no corporation hereafter formed under this act shall be rendered invalid by reason of the fact that its principal place of business may not have been designated in its certificate of incorporation:
Provided, That within three months from the passage of this act such corporation shall cause publication to be made once a week for at least four weeks in the newspaper published nearest the city, town, or locality, and where the principal place of business of such corporation has been in fact located, designating the city, town, or locality and county where its principal place of business shall be located. On compliance with the provisions of this section in the several cases herein mentioned the principal place of business of any corporation shall be deemed established or removed at or to any designated city, town, or locality and county in the territory.
SEC. 25. All persons who have organized themselves as a corporation under the provisions of this act for purposes other than those enumerated in section first are hereby declared incorporate bodies, with all the powers the same as they would enjoy had they been incorporated for the purposes set forth in said section first.
SEC. 26. In incorporations already formed, or which may hereafter be formed under this act, where the amount of the capital stock of such corporation consists of the aggregate valuation of the whole number of feet, shares, or interest in any mining-claim in this territory, for the working and development of which such corporation shall be or have been formed, no actual subscription to the capital stock of such corporation shall be necessary; but each owner in said mining-claim shall be deemed to have subscribed such an amount to the capital stock of such corporation as under its by-laws will represent the value of so much of his interest in said mining-claim, the legal title to which he may by deed, deed of trust, or other instrument vest or have vested in such corporation for mining purposes; such subscription to be deemed to have been made on the execution and delivery to such corporation of such deed, deed of trust, or other instrument; nor shall the validity of any assessment levied by the board of trustees of such corporation be affected by the reason of the fact that the full amount of the capital stock of such corporation as mentioned in its certificate of incorporation shall not have been subscribed as provided in this section: Provided, That the greater portion of said amount of capital stock shall have been so subscribed: And provided further, That this section shall not be so construed as to prohibit the stockholders of any corporation formed or which may be formed for mining purposes, as provided in this section, from regulating the mode of making subscriptions to its capital stock and calling in the same by by-laws or express contract.
SEC. 27. The provisions of this act shall extend to and apply to all associations already formed under any law of this territory, or hereafter to be formed under the provisions of this act, for the purpose of supplying any cities or towns in this territory, or the inhabitants thereof, with pure and fresh water.
SEC. 28. Such water companies, incorporated for the purposes specified in the preceding section, shall have the right to purchase or take possession of and use and hold such lands and waters, for the purposes of the company, lying without the limits of the city or town intended to be supplied with water, upon making compensation therefor. The mode of proceeding to obtain possession of such lands for the use of the company, right of way for laying pipes and aqueducts for the use of the company, when the parties cannot agree, shall, so far as the same be applicable, be as prescribed in chapters three and four of this act.
SEC. 29. Water companies hereafter incorporating under the provisions of this act must first obtain from the corporate authorities of a city or town intended to be supplied with water the right or privilege so to do; but nothing herein contained shall affect parties now acting under legislative grants or franchises.
CHAP. IV.-MODE OF PROCEEDING TO APPROPRIATE LANDS BY PRIVATE CORPORATIONS. (Sess. Laws, 1873, p. 417.) SECTION 1. Whenever any corporation authorized by the provisions of this act to appropriate lands for the right of way is unable to agree with the owner thereof as to the compensation to be paid therefor, either such corporation or the owner of such land may by petition, in which the land sought to be appropriated shall be described with reasonable certainty, apply to a justice of the peace in and for the county where said land lies, who shall thereupon summon three disinterested householders of such county to appear before him upon a certain day, not less than five nor more than fifteen days from the date of the filing of such petition, which said summons shall be served upon said householders and the opposite party as other processes before justices of the peace, at least three days before the return day thereof, and the householders so summoned, after being sworn faithfully and impartially to examine the ground which shall be pointed out to them by such corporation or person, or both, and described in the petition, shall assess the damages which they believe such owner or owners will sustain over and above the additional value which the owners of adjoining land will derive from the construction of such road, canal, or other work, and make two written reports, signed by at least a majority of them, one of which shall be delivered to the corporation or person presenting such petition, and the other to the justice of the peace.
NOTE.-See act for the encouragement and support of mining and manufacturing, approved November 14, 1879; also an act to amend an act approved November 13, 1873, entitled "An act to provide for the formation of corporations", approved November 14, 1879 (Sess. Laws, 1879, p. 134).
SEC. 2. Upon the payment to such justice for the use of the owners, or to the owners of such lands, of the damages assessed by said householders, or a majority thereof, said corporation shall have the right to appropriate the land in question to its own use for corporate purposes, subject to the action of the district court in regard to damages, as hereinafter provided: Provided, That nothing herein contained shall be construed to prevent such