ARTICLE
XII CORPORATIONS
Section
1. [Corporations. Formation. Control.] Corporations may be formed under
general laws, but shall not be created by special acts. All laws relating
to corporations may be altered, amended or repealed by the Legislature,
and all corporations doing business in this State, may, as to such business,
be regulated, limited or restrained by law.
Sec.
2. [Existing corporations to accept Constitution.] All existing charters,
franchises, special or exclusive privileges, under which an actual and
bona fide organization shall not have taken place, and business been
commenced in good faith, at the time of the adoption of this Constitution,
shall thereafter have no validity; and no corporation in existence at
the time of the adoption of this Constitution shall have the benefit
of future legislation without first filing in the office of the Secretary
of State, an acceptance of the provisions of this Constitution
Sec.
3. [Legislature not to extend or validate franchises.] The Legislature
shall not extend any franchise or charter, nor remit the forfeiture
of any franchise or charter of any corporation now existing, or which
shall hereafter exist under the laws of this State.
Sec.
4. ["Corporation" defined. Suits.] The term "Corporation," as used in
this article, shall be construed to include all associations and joint-stock
companies having any powers or privileges of corporations not possessed
by individuals or partnerships, and all corporations shall have the
right to sue, and shall be subject to be sued, in all courts, in like
cases as natural persons
Sec.
5. [Corporate stock. Issuance, increase, etc.] Corporations shall not
issue stock, except to bona fide subscribers thereof or their assignee,
nor shall any corporation issue any bond, or other obligation, for the
payment of money, except for money or property received, or labor done.
The stock of corporations shall not be increased, except in pursuance
of general law, nor shall any law authorize the increase of stock without
the consent of the person or persons holding the larger amount in value
of the stock, or without due notice of the proposed increase having
previously been given in such manner as may be prescribed by law. All
fictitious increase of stock or indebtedness shall be void.
Sec.
6. [Privileges of foreign corporations.] No corporations organized outside
of this State, shall be allowed to transact business within the State
on conditions more favorable than those prescribed by law to similar
corporations organized under the laws of this State
Sec.
7. [Limitation on alienation of franchise.] No corporation shall lease
or alienate 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 operation, use or enjoyment of
such franchise or any of its privileges.
Sec.
8. [Consent of local authorities necessary to use of streets.] No law
shall be passed granting the right to construct and operate a street
railroad, telegraph, telephone or electric light plant within any city
or incorporated town, without the consent of the local authorities who
have control of the street or highway proposed to be occupied for such
purposes.
Sec.
9. [Place of business, process agent, etc.] No corporation shall do
business in this State, without having one or more places of business,
with an authorized agent or agents, upon whom process may be served;
nor without first filing a certified copy of its articles of incorporation
with the Secretary of State.
Sec.
10. [Corporations limited to authorized objects.] No corporation shall
engage in any business other than that expressly authorized in its charter,
or articles of incorporation
Sec.
11 [Franchises may be taken for public use.] The exercise of the right
of eminent domain shall never be so abridged or construed, as to prevent
the Legislature from taking the property and franchises of incorporated
companies, and subjecting them to public use the same as the property
of individuals.
Sec.
12. [Common carriers.] All railroad and other transportation companies
are declared to be common carriers, and subject to legislative control;
and such companies shall receive and transport each other's passengers
and freight, without discrimination or unnecessary delay.
Sec.
13. [Competing railroads not to consolidate.] No railroad corporation
shall consolidate its stock, property or franchises with any other railroad
corporation owning a competing line
Sec.
14. [Rolling stock considered personal property.] The rolling stock,
and other movable property, belonging to any railroad company or corporation
in this State, shall be considered personal property, and shall be liable
to taxation and to execution and sale, in the same manner as the personal
property of individuals, and such property shall not be exempted from
execution and sale.
Sec.
15. [Legislature to prescribe maximum rates. Discriminations.] The Legislature
shall pass laws establishing reasonable maximum rates of charges for
the transportation of passengers and freight, for correcting abuses,
and preventing discrimination and extortion in rates of freight and
passenger tariffs by the different railroads, and other common carriers
in the State, and shall enforce such laws by adequate penalties.
Sec.
16. [Armed bodies not enter state, when.] No corporation or association
shall bring any armed person or bodies of men into this State for the
preservation of the peace, or the suppression of domestic trouble without
authority of law.
Sec.
17. [Employee of corporation ineligible to municipal office, when.]
No officer, employee, attorney or agent of any corporation, company
or association doing business under, or by virtue of any municipal charter
or franchise, shall be eligible to or permitted to hold any municipal
office, in the municipality granting such charter or franchise.
Sec.
18. [Liability of stockholders of banks.] The stockholders in every
corporation, and joint stock association for banking purposes, in addition
to the amount of capital stock subscribed and fully paid by them, shall
be individually responsible for an additional amount, equal to the amount
of their stock in such corporation, for all its debts and liabilities
of every kind
Sec.
19. [Blacklisting forbidden.] 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 any other corporation or person, shall be deemed guilty
of a crime. The Legislature shall provide by law for the enforcement
of this section
Sec.
20. [Trusts and combinations prohibited.] Any combination by individuals,
corporations, or associations, having for its object or effect the controlling
of the price of any products of the soil, or of any article of manufacture
or commerce, or the cost of exchange or transportation, is prohibited,
and hereby declared unlawful, and against public policy. The Legislature
shall pass laws for the enforcement of this section by adequate penalties,
and in case of incorporated companies, if necessary for that purpose,
it may declare a forfeiture of their franchise.