consent thereof to be sued in the State of Alabama, in the manner provided in section 4 of an act of the Legislature of the State of Alabama, to prevent frauds and impositions upon the people of the State and to protect investors, approved Oct. 1, 1920.

and that the foregoing is a true and correct copy of a resolution adopted by the Board of Directors of said....

day of.....

resolution.

on the...... .192.. together with the minutes concerning said.

Secretary.

Sworn to and Subscribed before me, this......day of..

My commission expires..

..192..

192..

Notary Public.

ARIZONA

1. REFERENCE TO LAW

Investment Company Law-Investment company law commonly known as "Blue Sky Law," Paragraphs 2259 to 2270 inclusive, Title 9, Chapter 9, revised Statutes of Arizona, 1913, Civil Code; amended March 17th, 1919, Senate Bill 60, Chapter 112, and Senate Bill 87, Chapter 70, Laws 1919.

Dealers in Securities Law-Dealers in Securities Law, Chapter 33, Session Laws, 1921, being "An Act Relating to Dealers in Securities and Providing for Issuing Permits Thereto by the Arizona Corporation Commission, and Providing Punishment for Violation of this Act."

Extension of Other Act This Act is intended as a continuation and extension of Chapter 69 of the Acts of the Regular Session of the First Legislature of the State of Arizona, also known as Chapter IX of Title IX of the Civil Code, Revised Statutes of Arizona, 1913, and shall not be construed or operate as a repeal of any part or portion of said Act, but all other Acts or parts of Acts in conflict with this Act are hereby repealed. (Sec. 16.)

Note: Laws of 1917, Chapter 30, contains "An Act to provide for the regulation, supervision and control of the business of buying and selling securities and commodities by brokers on or through exchanges or boards of trades or other public markets; to provide for the licensing of broker; to define and prohibit bucketing; and fixing penalties." The full text of this law follows No. 26.

2. ADMINISTRATING DEPARTMENT

The administration of the law is vested in the Corporation Commission of the State. (p. 2260.) (Ed.)

3. APPLICATION OF LAW

"Domestic Investment Company" Defined-Every corporation, every co-partnership or company and every association (other than State and National Banks, and corporations not organized for pecuniary profit) organized, or which shall be organized, in this State, whether incorporated or unincorporated, which shall sell or negotiate for the sale of any stock, bonds or other securities of any kind or character (other than

bonds of the United States, the State of Arizona bonds, or bonds of some county, city, town or school district therein) to any person or persons in the State of Arizona, other than those specifically exempted herein shall be known for the purposes of this Chapter as a domestic investment company. (Inv. Co. Law, p. 2259.)

+

"Foreign Investment Company" Defined-Every such investment company organized in any other state, or government, or organized under the laws of any other state or government, shall be known for the purposes of this Chapter as a foreign investment company. (Inv. Co. Law, p. 2259.)

"Issuer' Defined-The term "issuer" shall mean the person, firm, association, co-partnership, company or corporation issuing said securities. (Dealers in Sec. Law, Sec. 1, b.)

For definition of "dealer" see No. 15.

Rulings of Attorney General

The Attorney General of Arizona has ruled that the original or first issue of any stocks, bonds or other securities of a domestic investment company, whether to one person or to the public, comes within the purview of the "Blue Sky Law," requiring first the obtaining of a permit.-(March 3, 1921.) (Ed.)

The Attorney General of Arizona has ruled that a domestic investment company cannot evade the necessity of obtaining a permit from the Arizona Corporation Commission to sell stock, bonds or other securities by confining its disposal of stock, bonds or other securities exclusively to and in other States, but that the Corporation Commission may require such domestic investment companies to secure a permit before they can legally sell such securities, even though such sales are to be made outside of Arizona.-(March 3, 1921.) (Ed.)

Under the laws of this state a corporation becomes an investment company "when it issues its stock in exchange for property. Such an "issue" we believe is a sale as defined in paragraph 2259 and is made a misdemeanor by paragraph 2270 (see No. 26), if done without permit. The statute makes no distinction between a single sale and numerous sales, between a sale to a single person and sales to the "general public.' To cite a most common application : Were a corporation, the prime object of which is to own and develop mining claims, immediately upon organization, as its first act of business, to exchange any of its capital stock for a mining claim or claims, without a permit, it would be in violation of paragraph 2270.-(January 12, 1923.)

4. EXEMPTIONS

(a) Securities sold by:

State Banks;

National Banks;

Corporations not organized for pecuniary profit (Inv. Co. Law, p. 2259).

Dealers in Securities Law

(b) Bonds of:

United States;

Any State;

County;

City;

Town;

School district;

Road District;

Improvement district;

Irrigation district;

(c) Real Estate Mortgages. (Dealers in Securities Law, Sec. 1, a). (d) The term "dealer" as used in this act shall not include an owner, not the issuer who sells securities of which he is the bona fide owner, when such sale is not made in the course of repeated and successive transactions of a similar nature nor one who in a trust capacity created by law, lawfully sells any securities embraced within such trusts. (Dealers in Sec. Law, Sec. 2.)

5. INFORMATION AND DATA REQUIRED TO BE FILED Before offering for sale, or attempting to sell, any stocks, bonds, or other securities of any kind or character other than those specifically exempted in the preceding section (see No. 4), to any person or persons, or transacting business of any kind whatever in this State, excepting that of preparing the instruments hereinafter required, every such investment company, domestic or foreign, shall file in the office of the Corporation Commission of this State, the following instruments, to-wit:

A statement showing in full detail the plan upon which it proposes to transact business;

A copy of all contracts, bonds, or other instruments which it proposes to make with, or to sell to, its subscribers;

A statement which shall show the name and location of the invest

ment company;

An itemized account of its actual financial condition;

The amount of the property owned by it;

Its liabilities;

Such other information touching its affairs as the Corporation Commission may require. (Inv. Co. Laws, p. 2260.)

Organization Papers-If such investment company be a co-partnership or an unincorporated association, it shall also file with the Corporation Commission a copy of its articles of co-partnership and all such other papers pertaining to its organization as may be required by the Corporation Commission.

All such investment companies shall also file in the office of the Cor

poration Commission such other instruments and documents as may be required by the general laws of this State appertaining to corporations, both foreign and domestic, and such other papers and documents as the Corporation Commission may require. (Inv. Co. Law, p. 2260.)

Verification and Certification-All of the above described instruments shall be verified by the oath of a member of the co-partnership or company, if it be a co-partnership or company; or by the oath of a duly authorized officer, if it be an incorporated or unincorporated association. All such papers, however, as are recorded or are on file in any public office, shall be further certified to by the officer of whose records or archives they form a part, as being correct copies of such records or archives. (Inv. Co. Law, p. 2261.)

Consent to Service of Process-Every foreign investment company shall also file its written consent, irrevocable, in the office of the Corporation Commission, that actions may be commenced against it, in the proper court of any county of this State in which the cause of action may arise or in which the plaintiff may reside, by a service of process upon an agent, attorney, or other person, designated by such company, and residing within this State, and stipulating and agreeing that such service of process on the person so designated shall be taken and held, in all courts, to be as valid and binding as if due service had been made upon the company itself, according to the laws of this or any other State, and such instruments shall be authenticated by the seal of such foreign investment company and by the signature of a member of such co-partnership or company, if it be a co-partnership or company, or by the signature of the president and secretary of the incorporated or unincorporated association, if it be an 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 secretary and president to execute the same. (Inv. Co. Law, p. 2262.)

For form of appointment of Agent see following No. 26.

For additional information required by Corporation Commission see No. 6.

6. RULINGS OF DEPARTMENT

No printed forms are furnished by the Commission. Application must be in following form and numbered accordingly:

If an Arizona corporation, it is not necessary to file a copy of the Articles of Incorporation with application.

No. 1. Fees are for filing application and must accompany same before any official action may be taken on application. (See No. 18 for fees.) The fees are paid for the work of checking the records and filings of the applicant or applicant's company and no return of fees can be made if permit is not granted.