A PROPOSITION

No. 29.

A Proposition Relative to Private Corporation.

Introduced by Mr. Ellinwood of Cochise County.

It is hereby proposed:

Section 1. Corporations may be formed under general laws, but shall not be created by special act except for municipal purposes. All laws passed pursuant to this section may be amended altered or repealed. The Legislature shall, by general law, provide for the payment to the State of Arizona of a franchise tax by corporations organized under the laws of this State, which shall be in proportion to the amount of capital stock; but strictly benevolent, educational or religious corporations shall not be required to pay such tax.

Section 2. All existing charters, under which a bona fide organization shall not have taken place and business commenced in good faith within twelve months from the time of the approval of this Constitution, shall thereafter have no validity.

Section 3. The legislature shall not remit the forfeiture of the charter of any corporation now existing, or alter or amend the same, nor pass any general or special law for the benefit of such corporation, other than in execution of a trust created by law or by contract, except upon condition that such corporation shall thereafter hold its charter subject to the provisions of this Constitution.

Section 4. The legislature shall not pass any laws permitting the leasing or alienation of any franchise, so as to relieve the franchise or property held thereunder from the liabilities of the lessor or grantor, lessee or grantee, contracted or incurred in the operation, use, or enjoyment of such franchise, or any of its privileges.

Section 5. No corporation shall engage in any business other than that expressly authorized in its charter, or the law under which it may have been or may hereafter be organized; nor shall it hold for a longer period than five years any real estate except such as may be necessary for carrying on its business.

Section 6. No Corporation organized outside of the limits of this State shall be allowed to transact business within this state on more favorable conditions than are prescribed by law to similar corporations organized under the laws of this State; and no foreign corporation shall be permitted to transact business within this state unless said foreign corporation is by the laws of the country, state, or territory, under which it is formed, permitted to transact a like business in the country, state or territory of its creation.

Section 7. No corporation shall issue stock except for money, labor done, or property actually received to the amount of the par value thereof, and all fictitious increase of stock or indebtedness shall be void, and the legislature shall prescribe the necessary regulations to prevent the issue of fictitious stock or indebtedness. The stock and bonded indebtedness of corporations shall not be increased except in pursuance of general law, nor without the consent of the persons holding the larger amount in value of the stock, first obtained at a meeting to be held after thirty days' notice in pursuance of law.

Section 8. No corporation shall issue preferred stock without the consent of the owners of two-thirds of the stock of said corporation.

Section 9. No domestic or foreign corporations shall do any business in this State without having one or more known places of business and an authorized agent or agents in the State upon whom process may be served. Suit may be maintained against a foreign corporation in the county where an agent of such corporations may be found, or in the county where an agent of such corporations may be found, or in the county of the residence of plaintiff, or in the county where the cause of action may arise.

Section 10. In all elections for directors or managers of any corporation, each shareholder shall have the right to cast as many votes in the aggregate as he shall be entitled to vote in said company under its charter, multiplied by the number of directors or managers to be elected at such election; and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute such votes among two or more such candidates, and such directors or manager shall not be elected in any other manner.

Section 11. The stockholders of all corporations shall be individually and personally liable for the indebtedness of said corporation to the amount of the par value of their stock subscribed and unpaid; and the stockholders of all corporations shall be individually liable for all labor performed for such corporation.

Section 12. The directors or trustees of corporations shall be jointly and severally liable to the creditors and stockholders for all moneys embezzled or misappropriated by the officers of such corporation during the term of office of such director or trustee.

Section 13. Monopolies and trusts shall never be allowed in this State and no incorporated company, co-partnership or association of persons in this state shall directly or indirectly combine or make any contract with any incorporated company, foreign or domestic, through their stockholders or the trustees or assigns of such stockholders or with any co-partnership or association of persons, or in any manner whatever to fix the prices, limit the production, or regulate the transportation of any product or commodity, so as to prevent competition in such prices, production, or transportation, or to establish excessive prices therefor. The legislature shall pass laws for the enforcement of this section by adequate penalties and in the case of incorporated companies, if necessary for that purpose, may, as a penalty declare a forfeiture of their franchises.

Section 14. The exercise of the police power of the State shall never be abridged nor so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals or the general well being of the State.

Section 15. No corporation organized or doing business in this State shall be permitted to influence elections or official duty by contributions of money or anything of value.

Section 16. Every person in this State shall be free to obtain employment whenever possible, and any person, corporation, or agent, servant or employee thereof, maliciously interfering or hindering in any way, any person from obtaining or enjoying employment already obtained, from another corporation or person, shall be deemed guilty of a crime. The legislature shall provide by law for the enforcement of this section.

Section 17. All corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons.

Section 18. The legislature shall have power to alter, amend, annul, revoke, or repeal any charter of incorporation or franchise now existing and subject to be altered, amended, annulled, revoked, or repealed at the time of the approval of this constitution, or any that may be hereafter created, whenever in its opinion it may be injurious to the citizens of this State, in such manner, however, that no injustice shall be done to the incorporators.

Section 19. The term "corporation" as used in this article shall be construed to include all associations and joint stock companies having powers and privileges not possessed by individuals or partnerships, and to exclude municipal corporations.

• Proposition Number 29 - Private Corporations (introduced on 1910-10-24 09:00:00 - CREATE_FROM - e934716) [This document] [view current proposal at this moment]
  • Motion to Read Proposition Number 29 a Second Time (introduced on 1910-10-24 09:00:00 - PROCEDURE - e934790) [view current proposal at this moment]
    • None (introduced on 1910-10-24 09:00:00 - ADOPT_PROPOSAL - e934791) [view current proposal at this moment]
  • None (introduced on 1910-10-24 09:00:00 - REPORT_PROPOSAL - e934793) [view current proposal at this moment]