3880. Granges, how incorporated. 1. Associations of the order of the Patrons of Husbandry, organized in accordance with the rules and regulations of said order, may become incorporated in manner following: An association of persons of said order, known as a State Grange, may become incorporated, by depositing in the office of the Secretary of State the name assumed by such association, with a certified copy of the constitution and by-laws of such grange, showing the objects and purposes of such association, and containing an impression of the seal of such grange. Any district, county, subordinate, or other grange, organized in accordance with the rules of said order, and under the jurisdiction of the State Grange of this State, may become incorporated by depositing in the office of the Recorder of the county where such grange is organized, the name assumed by such grange, with a statement, under the seal of the superior association under which such subordinate district, county, or other grange derived its authority; which statements the Recorder shall record in the miscellaneous record, and may charge, for each, twenty-five cents.

3881. Powers-By-laws-Stock-Property. 2. Any grange of said order, organized in accordance therewith, and having complied with the provisions of the preceding section, shall, therefrom, become a body politic and corporate, by the name assumed; may contract and be contracted with, sue and be sued, plead and be impleaded; may take, by purchase, devise, gift, or otherwise, real and personal property; may hold and convey the same under the rules and regulations of such order and the bylaws of such association; shall have perpetual succession, subject to all the provisions of the laws of this State; and may make such rules and regulations as to such association may seem best for the disposition and safe-keeping of the property of such association, and the responsibility of its members and officers to such association, not inconsistent with the laws of this State. Such associations may, for the purpose of said order, divide their capitalstock into shares of not less than ten nor more than fifty dollars; may make such rules and regulations for the issuing, sale, and transfer of such shares of stock as to them may seem best; and may take, hold, and convey, not exceeding one hundred acres of land, and may erect such buildings thereon, and make such improvements as such associations may desire.

3882. Members may incorporate for business. 3. Any number of the individual members, not less than five, of any of said associations of the Patrons of Husbandry, may, by articles of association, carry on the business of farming, buying and selling farm implements, products, or ordinary mercantile articles; or may carry on the business of manufacturing and any mechanical, cheinical, or mining business (which articles of association

shall state the kind of business to be carried on, the amount of the capitalstock, the place where such business is carried on, the names of the persons to manage the business the first year). And the persons signing such articles, their associates and successors may, at any time, become incorporated, by causing the said articles of association to be recorded in the office of the Recorder of the county where such persons propose to carry on such business; and when such articles are recorded, the persons who have signed the same, and their successors and associates signing such articles, shall be a body corporate and politic, and, by the corporate name they may assume, may sue and be sued, plead and be impleaded, and may take, hold, and convey real estate necessary to carry on the business named in such articles.

3883. Stock-Stockholders' liability. 4. The persons so associated, as in the foregoing section mentioned, may increase or reduce their capitalstock from time to time, as their necessities may demand; may divide their capital-stock into shares of not more than fifty dollars each; may make such by-laws, rules, and regulations for carrying on the business, the sale, transfer, and disposition of their stock and effects, as may seem best, not inconsistent with the laws of this State; and may adopt regulations for the government of the persons managing such business, and providing for their selection at stated periods of not more than one year, and for their removal, compensation, and accountability: Provided, That the stockholders of such corporation (whether the original signers of such articles of association, or the persons signing the same subsequently, or the person or persons to whom any shares of stock may be transferred or held under the regulations of such corporations) shall be liable, individually and jointly, to creditors of such corporations to an amount equal to the stock held by them respectively, and no more.

1. A creditor may, under this section, join all the stockholders of an insolvent corporation in one action. In such action an allegation, in complaint, that the defendants are stockholders is a sufficient statement of the fact, without showing how they acquired stock. The judgment should be so moulded as to make the proper apportionment among the defendants, according to the amount of stock held by them respectively; Overmyer v. Cannon, 85-458.

2. See note to section 3869, ante.

3884. Annual statements. 5. Any trading, manufacturing, mining, or other corporation, organized under the provisions of the two preceding sections, shall, annually, within twenty days after their annual or stated election of directors, make out, and cause to be verified by its directors, or some one of them, a statement showing the amount of capital-stock, the amount paid in on the same, and the amount of debts due by such corporation; and shall cause such statement to be posted up in a conspicuous place, at their place of business, for twenty days; and on failure to make, verify, and put up such statement, such stockholders shall be individually liable, jointly and severally, for all debts of such corporation contracted from the date of such failure until the same shall be done,

3906. Title by appropriation.

3907. Proceedings to appropriate.

3907a. Condemnation permitted, when, etc. 3908. Adverse claimants.

3909 Unknown parties-Amendments. 3910. Defective title.

3916. Public lands.

3917. Officers' badges.

3918. Annual report.

3919. Lien for taxes and debts.
3920. United States mails.

3921. Non-paying passenger put off.
3921a. Crossing roads-Grade.

3921b. Interlocking switches.

3921c. Petition to auditor for interlocking switch.

3921d. Interlocking at crossing.

3921e. Cars may cross without stopping. 3921f. Penalty.

3921g. Engineer, appointment of.

(3921h. Allowance to auditor.

3922. Disorderly passenger.

3923. Conductors have police powers.

3924. Arrest of passengers.

3925. Duty as to running trains.
3925a. Waiting-rooms.

3925b. Penalty.

of 3925c. Notice of arrival or departure of

trains.

3925d. Violation of act.

3926. Refusing passengers or freight.

3927. Forming passenger train.

3928. Passenger violating rules.

3929. Map and profile.

3930. When to begin and finish construction.

3931. Increase of capital stock.

3910a. Recording of release of right of way. 3932, Existing companies may accept Act. 3910b. Failure to record-Effect.

3933. Amendment or appeal.

3934. When stockholders individually lla

ble.

3935. Crossing railroad, when forbidden. 3936. Act, how construed.

[1 R. S. 1852, p. 409. In force May 6, 1853.]

3885. How to form corporation. 1. Any number of persons, not less than fifteen, being subscribers to the stock of any contemplated railroad, may be formed into a corporation for the purpose of constructing, owning, and maintaining such railroad, by complying with the following requirements: Whenever stock to the amount of at least fifty thousand dollars, or one thousand dollars for each and every mile of the proposed road, shall have been subscribed, the subscribers to such stock shall elect directors for such company from their own number, and shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the amount of the capital stock of the company (which may be increased from time to time, if necessary, to a sum equal to the actual cost of constructing the road, together with the cost of the right of way, and motive power, together with all other appurtenances and expenses necessary for the completion and running of such road); the number of shares of which said stock shall consist; the number of directors, and their names, to manage the affairs of the company; the name of the place from which and the place to which the proposed road is to be constructed, and each county into which or through which it is intended to pass; and its length as near as may be. Each subscriber to such articles of association shall state his place of residence, and the number of shares taken by him in such company.

3886. Articles, where filed - Effect - Evidence. 2. Articles of association formed in pursuance of the provisions of the foregoing section shall be filed in the office of the Secretary of State; and, thereupon, the persons who shall have subscribed the same, and all persons who shall, from time to time, become stockholders in such company, and their successors, shall be a body politic and corporate, in perpetuity, by the name stated in such articles of association; and shall be capable of suing and being sued; and may have a common seal, and may make and alter the same at pleasure; and shall be capable in law, of purchasing, holding, and conveying any real and personal property whatever, necessary for the construction of such road and for the erection of all necessary buildings and yards and appurtenances for the use of the same. A copy of any articles of association filed in pursuance of this Act, and certified to be a true copy by the Secretary of State or his deputy, shall, in all Courts and places, be presumptive evidence of the incorporation of such company and of the facts stated therein.

1. The filing is the delivery of the paper to the Secretary of State, to be by him officially kept. The indorsement of the fact is not the filing, and can be no more than prima facie evidence of the fact. Parol evidence thereof is also admissible.-Johnson v. C. F. K. & F. W. R. R. Co., 11 Ind. 280.

2. The requirement of section 3885, that the directors be named in the articles of association, is sufficiently and substantially complied with by electing them at the time of adopting the articles.-Eakright v. L. & N. I. R. R. Co., 13 Ind. 404. But see Busenback A. & B. G. R. Co., 42 Ind. 265.

3. If the State fail, for eight years, to avail itself, by quo warranto, of a defect in articles of association, consisting in an uncertain statement of a terminus of a road, it can not do it afterward.-- State v. Bailey, 19 Ind. 452.

4. The corporation begins to exist upon the filing of proper articles of association with the Secretary of State, fifty thousand dollars of the capital-stock being subscribed. - Hoagland v. C. & F. W. R. R. Co., 18 Ind. 452.

5. The validity of the organization can not usually be attacked collaterally.-Aurora & Cin. R. R. Co. v. Lawrenceburg, 56 Ind. 80. But see Snyder v. Studebaker, 19 Ind. 462; Chance . Indianapolis G. R. Co., 32 id. 472.

6. One who contracts with a corporation, as such, if there be law authorizing its organization, is estopped to deny its existence.- Brownlee v. O. I. & I. R. R. Co., 18 Ind. 68.

3887. Subscription books. 3. The directors named in the first section of this Act [§ 3885] shall open books for subscription to the capitalstock of the company at such times and in such places as a majority of them may direct, due notice of which shall be given. In case a greater amount of stock shall be subscribed than the whole capital required by such company, the directors shall distribute such capital-stock, so subscribed, as equally as possible among the subscribers; but no share thereof shall be divided in making such distribution, nor shall a greater number of shares be allotted to any one subscriber than by him subscribed for.

[1853, p. 107. In force July 24, 1853.]

3888. May file copy of articles. 1. Hereafter it shall not be necessary for any association or corporation formed for the purpose of constructing, owning, and maintaining a railroad in pursuance of "An Act to provide for the incorporation of railroad companies," approved May 11, 1852, to file their articles of association in the office of the Secretary of State; but a copy of such articles, duly certified by the officers or persons duly authorized by such association or corporation, may be so filed, and the original retained in the possession of such corporation.

3889. Copies filed legalized. 2. Whenever any association or corpo

ration formed under the provisions of said Act has heretofore filed in the office of the Secretary of State a copy of the original articles of association in lieu of such original articles, the action of such corporation in the premises is hereby legalized, and the same effect is hereby given to such copy as if the provisions of section two of the aforesaid Act [§ 3886] had been strictly complied with: Provided, however, Such corporation shall, within six months after the taking effect of this Act, authenticate the copy so filed by a proper certificate, or file in the office of the Secretary of State, in lieu of the copy heretofore filed, another copy of such original articles of association, duly certified and authenticated by the proper officer or officers of such corporation.

In force May 6, 1853.]

[1 R. S. 1852, p. 423. 3890. Increase of stock. 1. Whenever any railroad company which may have been incorporated with a fixed amount or limitation of capital, or which may hereafter be organized, shall find it necessary to increase the same for the building, repair, equipment, or conducting of its road, it shall be lawful for such company, by a vote of its board of directors, from time to time, to increase its capital-stock to any amount by said board of directors deemed necessary, not to exceed the sum of fifteen thousand dollars a mile, exclusively for railroad purposes, inclusive of their original capital, for the purposes aforesaid.

3891. Number of directors. 2. The stockholders of any railroad company heretofore incorporated in this State, or that may be hereafter incorporated, may by the vote of a majority in interest of the stockholders of such company, at any annual or other meeting thereof, determine that the directors of said company shall consist of any number not less than five nor more than thirteen, who shall be chosen from any of the stockholders; and thereafter such company may elect from any of its stockholders the number of directors it has fixed and determined upon, as aforesaid, in the same manner and with the same effect as if this section was contained in the original Act incorporating such company.

[1893 S., p. 133. In force February 22, 1893.]. ' !

3891a. Preferred stock. 1. For the purpose of exchanging the same for its common stock or for such part thereof as the directors of such company may determine and shall be approved by a majority of the stockholders, any railroad company heretofore or hereafter organized may issue preferred stock to an amount not exceeding one-half of the amount of its capital, with such priority over the remaining stock of such company in the payment of dividends as the directors of such company may determine and shall be approved by a majority of the stockholders: Provided, That the total capital of such company shall not be diminished thereby.

[1 R. S. 1852, p. 409. In force May 6, 1853.]

3892. Election of directors. 4. There shall be an annual meeting of the stockholders (to be held in one of the counties in which or through which such road is proposed to be or may be constructed) for the election of directors to serve for the ensuing year, notice of which, appointing a time and place, shall be given by the directors chosen, as provided in the first section of this act [$ 3885] for the first annual election, and, afterward, by their successors in office; which notice shall be published, not less than twenty days previous thereto, in a newspaper published in each county through which such road shall be intended to run (if there be stockholders residing therein) in which a newspaper shall be published; and, if no newspaper be published therein, then by written or printed notices put up in the most public places in such county. Three judges of election shall be chosen by the board of directors previous to any annual meeting of the stockholders, who shall be stockholders but not directors at the time of such election, whose duty it shall be to receive the votes of the stockholders at such election for directors, and who shall openly count the votes and declare the result, and shall furnish the directors elected at such meeting of the stockholders with a certificate of their election, which certificate shall be