Corporations. Under the general laws of Kansas, corporations are either public or private. A public corporation is one that has for its object the government of a portion of the state. Private corporations are of three kindscorporations for religion, corporations for charity or benevolence, and corporations for profit. Private corporations are created by the voluntary association of five or more persons for the purpose and in the manner prescribed. Every member or stockholder in such corporations may vote in person or by proxy.
The purposes for which private corporations may be formed are: 1The support of public worship; 2the support of any benevolent, charitable, educational or missionary undertaking; 3the support of any literary or scientific undertaking, such as the maintenance of a library, or the promoting of painting, music or other fine arts; 4the encouragement of agriculture and horticulture; 5the maintenance of public parks and of facilities for skating and other innocent sports; 6the maintenance of a club for social enjoyment; 7the maintenance of a public or private cemetery; 8the prevention or punishment of theft or willful injuries to property, and insurance against such risks; 9the insurance of human life and dealing in annuities; 10the insurance of human beings against sickness or personal injury; 11the insurance of lives of domestic animals or against their loss by other means; 12the insurance of propertymarine risks; 13the insurance of property against loss or injury by fire, or by any risk of inland transportation; 14the purchase, location and laying out of town sites and the sale and conveyance of the same in lots or subdivisions or otherwise; 15the construction and maintenance of a railway and of a telegraph line in connection therewith; 16the construction and maintenance of any species of road and of bridges in connection therewith; 17the construction and maintenance of a bridge; 18the construction and maintenance of a telegraph line; 19the establishment and maintenance of a line of stages; 20the establishment and maintenance of a ferry; 21the building and navigation of steamboats and carriage of persons and property thereon; 22the construction and maintenance of a telephone line; 23the supply of water to the public; 24the manufacture and supply of gas or the supply of light or heat to the public of any other means; 25the production and supply of light, heat or power by electricity; 26the transaction of any manufacturing, mining, mechanical or chemical business; 27the transaction of a printing and publishing business; 28the establishment and maintenance of a hotel; 29the establishment and maintenance of a theater or opera-house; 30the purchase, erection and maintenance of buildings, including the real estate upon which same are or may be situated when erected; 31the improvement of the breed of domestic animals by importation, sale or otherwise; 32the transportation of goods, wares, merchandise or any valuable thing; 33the promotion of immigration; 34the construction and maintenance of sewers; 35the construction and maintenance of street railways; 36the erection and maintenance of market-houses and market-places; 37the construction and maintenance of dams and canals for the purpose of waterworks, irrigation or manufacturing purposes; 38the construction, maintenance and operation of union stock-yards, and the erection of such buildings, hotels, railways and switches as may be necessary for that purpose; 39the conversion and disposal of agricultural products by means of mills, elevators, markets and stores, or otherwise; 40the organization and maintenance of boards of trade and business exchanges, with powers to hold and improve real estate and to transact any and all business connected therewith; 41the organization of loan and trust companies (but this privilege is not construed to authorize such loan and trust companies to sell real estate held as security, except in the manner provided by law); 42the organization and control of building and loan associations; 43the organization and control of banks; 44to raise necessary funds by any settlers on any Indian lands in this state to defray expenses in endeavoring to obtain title to any such land so occupied by such settlers; 45the manufacture of any kind of machinery, or the transaction of any manufacturing or mining business, including the selling, hiring or leasing of engines, cars, rolling-stock and other equipments for railroads to railroad companies; 46the insurance of crops against damages by hail-storms; and 47the insurance of plate glass, etc.
Telephone companies have all the rights and powers conferred and are subject to all the liabilities imposed by the general laws of this state upon telegraph companies. The corporate name of every corporation (except banks and corporations not for pecuniary profit) must commence with the word "the," and end with the word "corporation," "company," "association," or "society," and must indicate by its corporate name the character of the business to be carried on by the corporation. The charter of a corporation must set forth the name of the corporation; the purposes for which it is formed; the place or places where its business is to be transacted the term for which it is to exist; the number of its directors or trustees, and the names and residences of those who are appointed for the first year; the amount of its capital, if any, and the number of shares into which it is divided; the names and addresses of the stockholders, and the number of shares held by each; and must he subscribed and acknowledged by five or more of the stockholders, three of whom, at least, must be citizens of this state. The charter of a road company must also state the kind of road intended to be constructed; the places from and to which it is intended to run; the counties through which it is intended to be run; and the estimated length of the road. The charter of a bridge or ferry company must also state the stream intended to be crossed, and the place where it is intended to be crossed by the bridge or ferry.
There is created a State Charter Board, composed of the attorney-general, the secretary of state, and the state bank commissioner, which meets on the first and third Wednesdays of each month in the office of the secretary of state. The attorney-general is the president and the secretary of state is the secretary of the board. Persons seeking to form a private corporation under the laws of the State of Kansas must make application to this board, upon blank forms supplied by the secretary of state, for permission to organize such corporation. The application must set forth the name desired for the corporation; the name of the postoffice where the principal office or place of business is to be located; the full nature and character of the business in which the corporation proposes to engage; the names and addresses for the proposed incorporators, and the proposed amount of the capital stock. Such statement must be subscribed to by all of the proposed incorporators. The charter board must make a careful investigation of each application and inquire especially with reference to the character of the business in which the proposed incorporation is to engage. If the board shall determine that the business or undertaking is one for which a corporation may lawfully be formed, and that the applicants are acting in good faith, the application is granted and a certificate setting forth such fact shall be endorsed upon the application and signed by the members of the charter board approving the same.
The charter of every private corporation, after the payment of the fees provided by law has been endorsed thereon by the secretary of state, is filed in the office of that official, who records the same at length in a book kept for that purpose and retains the original on file in his office, giving a certified copy of it to the incorporators. A copy of the charter or of the record thereof, duly certified by the secretary of state under the seal of his office, is evidence of the creation of the corporation. The existence of a private corporation begins on the day the charter is filed in the office of the secretary of state and continues for a period of fifty years. The certificate of the secretary of state under the seal of his office is evidence of the time of such filing, but no corporation for profit, excepting railroad corporations, banking corporations and building and loan associations, can commence business until there is filed with the secretary of state an affidavit, made by its president or secretary, setting forth that not less than 20 per cent. of its authorized capital has been paid in actual cash or in property equivalent thereto. A schedule of such property must in such case accompany the affidavit.
Any corporation organized or existing may amend its charter by the affirmative vote of two-thirds of the shares of the stock of such corporation, at a meeting of the stockholders called for the purpose, in conformity with the by-laws thereof. When a corporation amends any of the provisions of its charter, a copy of such amendment, certified by the president and secretary of the corporation, must be submitted to the state charter board, and, when approved by such board, shall he filed in the office of the secretary of state, along with the original charter of the corporation. Such amendments take effect and are in force from and after the date of filing the certificate of amendment.
When the name of a corporation has been changed, or where the capital has been decreased, or when the location of the principal office or place of business has been changed, notice of such change of name, decrease of capital stock, or change of location, must immediately thereafter be published once each week for four consecutive weeks in a newspaper printed and published in the county where the principal office of the corporation is located. If there be no newspaper printed or published in such county, then in some newspaper having a general circulation therein. Any corporation organized under the laws of this state may increase its capital to any amount not exceeding three times that of its authorized capital by vote of the stockholders, or such corporation may increase its capital to any amount by vote, provided there be an actual, bona fide, additional paid-up subscription thereto equal to the amount of such increase; and such increase must become a part of the capital of the corporation from and after the date of filing the certificate of such amendment in the office of the secretary of state.
Each application to the charter board for permission to organize a domestic corporation, or to engage in business in this state as a foreign corporation, must be accomplished by a fee of $25, which is known as an application fee; but corporations organized for religious, educational or charitable purposes, having no capital stock, are not required to pay such fee. Every corporation for profit organized in this state must pay to the secretary of state, at the time of filing its articles of incorporation, a fee known as a capitalization fee, based upon the amount of the authorized capital of the corporation: For a corporation having an authorized capital of $100,000 or less, the fee is one-tenth of one per cent. of the amount, but the minimum capitalization fee paid by any corporation is $10. For a corporation having an authorized capital greater than $100,000, the capitalization fee is $100, and, in addition thereto, one-twentieth of one per cent. of the amount of such capital over or in excess of $100,000.Pages 454-457 from volume I of Kansas: a cyclopedia of state history, embracing events, institutions, industries, counties, cities, towns, prominent persons, etc. ... / with a supplementary volume devoted to selected personal history and reminiscence. Standard Pub. Co. Chicago : 1912. 3 v. in 4. : front., ill., ports.; 28 cm. Vols. I-II edited by Frank W. Blackmar. Transcribed May 2002 by Carolyn Ward.
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