44

CORPORATIONS. [ART. 26.

Necessary cor-
porate powers.

51. No corporation shall possess or exercise any cor-
porate powers, except such as are conferred by law, and
such as shall be necessary to the exercise of the powers
so acquired.

Stock, property
and concern s,
how managed.

52. The stock, if any, property and concerns of any
corporation, for whose creation provision is made in
this article, shall be managed by such number of trus-
tees, directors or managers as its by-laws or charter
shall prescribe, said number to be not less than four
nor more than twelve, who shall respectively be citi-

Citizens.

1 zens of the United States, and a majority of them citi-
zens of this state; or, if unnaturalized residents of this
state, shall make oath that they intend to become citi-
zens of the United States without unreasonable delay,
and shall, except the first year, be annually elected by
the stockholders, where there are such, or by the share-
holders or members where there are no stockholders at
such meeting, time and place, and after such notice as
shall be directed by the by-laws of the corporation ;

Election of
managers, &c.

and the election shall, except in cases otherwise pro-
vided for herein, be made by such of the stockholders,
shareholders or members, as the case may be, who shall
attend for that purpose, either in person or by proxy ;
and where no other notice is provided for by the

Notice.

by-laws, public notice of the time and place of holding
such election shall be published not less than ten days
previously thereto, in a newspaper printed nearest to the
place where the principal office of said corporation in
this state shall be located.

Votes of stock-
holders.

53. In all corporations in which there are stock-
holders, all elections shall be by ballot, and each stock-
holder shall be entitled to as many votes as he owns

Voting shares
of stock.

shares of stock in said corporation; and the persons
receiving the greatest number of votes shall be
trustees, managers or directors; and in the case of
all other corporations the mode of electing trustees,
managers or directors shall be regulated by the char-
ter or by-laws of such corporation; but no share of
stock shall be voted by any stockholder unless all
instalments have been paid thereon, which may have