upr000223 15

Los Angeles, March 12, 1909. Mr. IT. R. Kelly, General Counsel. Dear Sir: In reply to your verbal request for an opinion as to the right of the Las Vegas Land & Water Company to declare dividends from funds obtained from the sale of lots at Las Vegas, Nevada, I beg to submit the following: This corporation, I understand, is organised under the laws of Nevada. Section 68 of the Acts of the Legislature, approved March 16, 1903, Acts of Nevada, 1903, page 121, provides as follows: “68. It alia 11 not be lawful for the trustees or Directors to make any dividend except from the net profits arising from the business of the corporation; nor to divide, withdraw, nor in any way pay to the stockholders, or any of them, any part of the capital stock of the company; not to reduce the capital stock, unless in the manner prescribed in this Act, or in accordance with the provisions of the certificate or articles of incorporation; and in case of"any violation of the provisions of this section, the Directors or Trustees under whose adminis­tration the same may have happened, except those who may have caused their dissent thereto to be entered at largo on the minutes of the Board of Directors or Trustees, at the time, shall In their individual and private capacities, be jointly and severally liable to the corporation, and the creditors thereof, to the full amount so divided, withdrawn or reduced, or paid out; provided, that this section shall not be construed to prevent a division and distribution of the capital stock of the company which shall