Section 2. Three or more persons may become a stock corporation for any lawful business purpose or purposes other than a moneyed corporation or a corporation provided for by the banking, the insurance, the railroad and the transportation corporation laws, by making, signing, acknowledging, and filing a certificate which shall contain:

1. The name of the proposed corporation.

2. The purpose or purposes for which it is to be formed.

3. The amount of the capital stock, and if any portion be preferred stock, their preferences thereof.

4. The number of shares of which the capital stock shall consist, each of which shall not be less than five nor more than one hundred dollars, and the amount not less than five hundred dollars, with which said corporation will begin business.

5. The city, village or town in which its principal business office is to be located.

6. Its duration.

7. The number of its directors, not less than three nor more than thirteen.

8. The names and post-office addresses of the directors for the first year.

9. The names and post-office addresses of the subscribers and a statement of the number of shares of stock which each agrees to take in the corporation.

The certificate may contain any other provisions for the regulation of the business and the conduct of the affairs of the corporation and any limitation upon its powers and upon the powers of its directors and stockholders which does not exempt them from any obligation or from the performance of any duty imposed by law.

Section 5. One-half of the capital stock of every such corporation shall be paid in within one year from its corporation, or the corporation shall be dissolved, and the directors within thirty days after such payment, shall make a certificate of the fact of such payment, which shall be signed and acknowledged by a majority of the directors, and verified by the president or vice-president and secretary or treasurer, and filed in the offices where the certificates of incorporation are filed. The dissolution of any such corporation for any cause shall not take away or impair any remedy against it, its stockholders or officers, for any liabilities incurred previous to its dissolution.

Section 6. Every corporation formed under this chapter may be or become a full liability corporation by inserting a statement in the certificate of incorporation, that the corporation thereby formed is intended to be a full liability corporation, and in case of an existing corporation, which is not a full liability corporation, it may become such by filing in the offices where certificates of incorporation are required to be filed, a supplemental certificate stating that thereafter the corporation intends to be a full liability corporation, which certificates shall be executed and acknowledged by the president and treasurer of the corporation or by the board of directors, and shall have annexed thereto a copy of a resolution, adopted by a two-thirds' vote of the board of directors and the written consent of all the stockholders of the corporation authorizing and consenting to the change of the corporation to a full liability corporation. If the corporation is formed as or becomes a full liability corporation all the stockholders of the corporation shall be severally individually liable to its creditors for all its debts and liabilities, and may be joined as defendants in any action against it. No execution shall issue against any stockholder individually until execution has been issued against the corporation and returned unsatisfied, and all the stockholders shall contribute a proportionate share, according to the number of shares of stock owned by each, of the amount paid by any stockholder on a judgment recovered against him individually for a debt of the corporation, and he may recover from the other stockholders in the corporation in a joint or several action in the proper portion due by them and each of them, of the amount paid by him on any such judgment.