LAWS OF THE THIRTY-FIFTH GENERAL ASSEMBLY [CH. 135 CHAPTER 135. INDEXING ARTICLES OF CORPORATIONS FOR PECUNIARY PROFIT. S. F. 206. AN ACT to amend section one (1) chapter one hundred four (104) acts of the thirtythird (33rd) general assembly, as amended by chapter seventy-three (73) of the acts of the thirty-fourth (34th) general assembly, describing the form of index of articles of incorporation, and making it the duty of the recorder to so index said articles. Be it enacted by the General Assembly of the State of Iowa: SECTION 1. County recorder-index-form. That section one (1) of chapter one hundred four (104) of the acts of the thirty-third (33rd) general assembly, as amended by chapter seventy-three (73) of the acts of the thirtyfourth (34th) general assembly, be amended by inserting after the word "purpose" in the twelfth line of said section the following: The county recorder shall keep in his office an index book for articles of incorporation, which shall be ruled and headed substantially after the following form, and shall make entries therein in the order in which they are filed in his office. CH. 136] LAWS OF THE THIRTY-FIFTH GENERAL ASSEMBLY CHAPTER 136. FOREIGN CORPORATIONS. S. F. 119. AN ACT to require foreign corporations owning, controlling, operating or concerned in the operation of any public gas works, electric light plant, electric power plant, heating plant water works, inter-urban or street railway located within the state of Iowa, or the business of such works, plants or railways or owning or controlling stock in any corporation owning, operating or concerned in the operation of any public gas works, electric light plant, electric power plant, heating plant, water works, interurban or street railway located within the state of Iowa or the business of such plants or railways to comply with the laws governing the issuance of capital stock of domestic corporations and the making of reports by domestic corporations and to require said foreign corporations to obtain a permit to transact business within the state of Iowa, and conferring upon courts of equity jurisdiction to dissolve and terminate corporations, works, plants or businesses violating this act and providing penalties for violations of this act. [Additional to chapter one (1) of title nine (IX) of the code relating to corporations for pecuniary profit.] Be it enacted by the General Assembly of the State of Iowa: SECTION 1. Capital stock-how issued-certain laws affecting domestic corporations made applicable. Section 1641-b of the supplement to the code (1907) as amended by chapter 76 of the acts of the 34th general assembly of Iowa, section 1641-c of the supplement to the code (1907) and section 1637 of the code as amended by chapter 104 of the acts of the 33rd general assembly of Iowa and by chapter 75 of the acts of the 34th general assembly of Iowa are hereby made applicable to any foreign corporation which directly or indirectly owns, uses, operates, controls or is concerned in the operation of any public gas works, electric light plant, heating plant, water works, inter-urban or street railway located within the state of Iowa or the carrying on of any gas, electric light, electric power, heating business, water works, inter-urban or street railway business within the state of Iowa or that owns or controls, directly or indirectly, any of the capital stock of any corporation which owns, uses, operates or is concerned in the operation of any public gas works, electric light plant, electric power plant, heating plant, water works, inter-urban or street railway located within the state of Iowa · or any foreign corporation that exercises any control in any way or in any manner over any of said works, plants, inter-urban or street railways or the business carried on by said works, plants, inter-urban or street railways by or through the ownership of the capital stock of any corporation or corporations or in any other manner whatsoever, and the ownership, operation or control of any such works, plants, inter-urban or street railways or the business carried on by any of such works or plants or the ownership or control of the capital stock in any corporation owning or operating any of such works, plants, inter-urban or street railways by any foreign corporation in violation of the provisions of this act is hereby declared to be unlawful. SEC. 2. Includes so called "holding companies". The provisions hereof are hereby made applicable to all corporations, including so-called "holding companies" which by or through the ownership of the capital stock in any other corporation or corporations or a series of corporations owning or controlling the capital stock of each other can or may exercise control over the capital stoek of any corporation which owns, uses, operates or is concerned in the operation of any public gas works, electric light plant, electric power plant, heating plant, water works, inter-urban or street railway located in the state of Iowa, or the business carried on by such works or plants. LAWS OF THE THIRTY-FIFTH GENERAL ASSEMBLY [CH. 186 SEC. 2-A. Annual report-fee. All corporations subject to the provisions. of this act are hereby required to pay the annual fee and to make the annual report in the form and manner and at the time as specified in chapter 105 of the acts of the 33rd general assembly of Iowa. SEC. 3. Sale of capital stock. The provisions of this act are hereby made applicable to the sale of its own capital stock by any corporation subject to the provisions of this act, whether said capital stock has been heretofore issued by said corporation or not, including the sale of so-called "treasury stock" or stock of the corporation in the hands of a trustee or where the corporation participates in any way or manner in the benefits of said sales, and also to the sale of any of the obligations of any corporation subject to the provisions of this act, the payment of which is secured by the deposit or pledge of any of the capital stock of said corporation. SEC. 4. Violation-stock void. Shares of capital stock of any corporation owned or controlled in violation of the provisions of this act shall be void and the holder thereof shall not be entitled to exercise the powers of a shareholder of said corporation or permitted to participate in or be entitled to any of the benefits accruing to shareholders of said corporation, and section 1639 of the code is hereby made applicable to violations of the provisions of this act; and courts and juries shall construe this act so as to prevent evasion and to accomplish the intents and purposes hereof. SEC. 5. Enforcement-dissolution-receiver. Courts of equity shall have full power to dissolve, close up or dispose of any business or property owned, operated or controlled in violation of the provisions of this act; to dissolve any corporation owning or controlling the capital stock of any other corporation in violation of the provisions of this act and to close up or dispose of the business or property of said corporation; and if the court finds that, in order to carry out the purposes of this act, it is necessary so to do, it may dissolve the corporation issuing the stock which is owned in violation of the provisions of this act, close up the business of said corporation and dispose of its property, and the court may also appoint a receiver who shall be a resident of Iowa for any business or for any corporation which has violated the provi sions of this act or of the corporation issuing the stock which is held in violation of this act. Any action to enforce the provisions of this act may be instituted by the attorney general in the name of the state of Iowa or by a citizen in the name of the state of Iowa at his own proper cost and expense, reserving, however, to the stockholders owning capital stock not held in violation of this act all rights possessed by them. SEC. 6. Acts in conflict repealed. All acts and parts of acts, so far as the same are in conflict herewith, are hereby repealed. SEC. 7. In effect. This act being deemed of immediate importance shall take effect and be in force from and after its passage and publication in the Register and Leader and Des Moines Capital newspapers published in Des Moines, Iowa. Approved April 2 A. D. 1913. I hereby certify that the foregoing act was published in the Register and Leader April 8, 1913, and in the Des Moines Capital April 7, 1913. W. S. ALLEN, Secretary of State. CH. 137] LAWS OF THE THIRTY-FIFTH GENERAL ASSEMBLY CHAPTER 137. REGULATION AND SUPERVISION OF INVESTMENT COMPANIES. Sub. for S. F. 1. AN ACT to provide for the regulation and supervision of investment companies, and providing penalties for the violation thereof. [Additional to chapter one (1) title nine (IX) of the code relating to corporations for pecuniary profit.] Be it enacted by the General Assembly of the State of Iowa: SECTION 1. Sale of certain stocks and bonds prohibited-permits granted by secretary of state. That it shall be unlawful for any investment company or stock broker or any representative thereof, either directly or indirectly, to sell or cause to be sold, offer for sale, take subscription for or negotiate for the sale in any manner whatsoever in this state, except as hereinafter provided, of any stocks, bonds or other securities of any kind or character, other than those expressly exempted from the provisions hereof, without a permit of the secretary of state as hereinafter provided. But nothing in this act shall be construed to prohibit the sale of bonds of the United States, or of the state of Iowa, or of the municipal, county, school or drainage bonds, or of certificates issued by authority of the laws of the state of Iowa, or to prohibit banks from dealing in the various classes of securities now or hereafter authorized by law or to prohibit the sale of stocks, bonds or other securities at judicial sale or by administrators or executors, or bonds or notes secured by mortgage on real estate, provided that the amount of such lien and of all superior liens upon said real estate shall not exceed three-fourths of the actual cash value thereof. SEC. 2. Permits-how obtained-information-documents-fee. That before any investment company shall secure such permit, it shall be necessary for each and every such investment company to file in the office of secretary of state, together with a filing fee of ten dollars ($10), the following papers, documents, etc., together with such other information and documents as said secretary of state shall deem necessary in each case to-wit: 1. A copy of its constitution and by-laws, or articles of co-partnership or association. 2. An itemized statement of its actual financial condition and the amount of its properties and liabilities. 3. A statement showing in full detail the plan upon which it proposes to transact business. 4. A copy of all contracts, bonds or other securities which it proposes to make with or sell to its contributors. 5. Sample copies of all literature or advertising matter used or to be used by such investment company. 6. If it shall be a foreign investment company, it shall file a copy of its charter, which copy shall bear the certificate of the secretary of state, or other state officer having custody of such records, that it is a true, complete and correct copy. All the above described papers shall be verified by the oath of a duly authorized member of a co-partnership or association, if it be a co-partnership or association, and by the oath of the president and secretary, if it be incorporated, provided that the secretary of state shall have the power to require such officers to make affidavit to such other reports or information as he may call for. LAWS OF THE THIRTY-FIFTH GENERAL ASSEMBLY [CH. 137 SEC. 3. Foreign corporations-service of notice on secretary of state. Every foreign investment company shall, before receiving a certificate as provided in section four (4) hereof, file in the office of the secretary of state an agree ment in writing (authenticated by the seal of said foreign investment company and by the signature of a member of a co-partnership or company if it be a co-partnership or company, or by the signatures of the president and secretary of the incorporated or unincorporated association, and shall be accompanied by a duly certified copy of the order or resolution of the board of directors, trustees or managers of the corporation, authorizing the said president and secretary to execute the same), that thereafter service of notice of any action or process of any kind against such foreign investment company, growing out of the transaction of any business of said company in this state, may be made on the secretary of state, and when so made, such service of notice or process of any kind shall be valid, binding and effective for all purposes as if served upon the foreign investment company according to the laws of this or any other state, and waiving all claims or right of error by reason of such acknowledgment of service. Such notice or process, with a copy thereof, may be mailed to the secretary of state at Des Moines, Iowa, in a registered letter addressed to him by his official title, and he shall immediately upon its receipt acknowledge service thereof on behalf of the defendant foreign investment company by writing thereon, giving the date thereof, and shall immediately return such notice or process in a registered letter to the clerk of the court in which the suit is pending, addressed to him by his official title, and shall also forthwith mail such copy, with a copy of his acknowledgment of service written thereon, in a registered letter addressed to the person or corporation who shall be named or designated as such foreign investment company in such written instrument. The above provisions for the service of notice or process of any kind are merely additions to the general provisions of law relating to the service of notice or process, and are not to be construed to be exclusive. SEC. 4. Statement filed-examination-permit. It shall be the duty of the secretary of state to examine the statements and documents so filed, and if he shall deem it advisable, he shall require such investment company to furnish him with further and more detailed information regarding the affairs of such investment company, and if he finds that such investment company is solvent; that its articles of incorporation or association, its constitution and bylaws, its proposed plan of business, and proposed contracts contain and provide for a fair, just and equitable plan for the transaction of business, he shall issue to such investment company a statement reciting that such company has complied with the provisions of this act and that such investment company is permitted to do business in this state. In no case shall the secretary of state issue to such investment company or to its stock brokers or agent thereof a permit to do business in this state unless, in his judgment, said investment company meets the requirements of this act. SEC. 5. Amendment of charter, articles of incorporation, constitution or bylaws-filed with secretary of state. That no amendment of the charter, articles of incorporation, constitution or by-laws of any such investment company shall become operative until a copy of the same has been filed with the secretary of state as provided in regard to the original filing of such papers, nor shall it be lawful for any such investment company to transact business on any other plan than that set forth in the statement required to be filed in section two (2) of this act, or to make any contract other than that shown in the copy of the proposed contract required to be filed by the provisions of |