CHAPTER 47 ACTIONS BY AND AGAINST CORPORATIONS I. POWER AND CAPACITY FOR LITIGATION; RIGHTS OF ACTION AND DEFENSE § 2924. Scope of chapter. § 2925. In general; corporation as distinct party. § 2926. Rule at common law; assimilation to natural persons. § 2927. Statutory regulations and conditions-In general. § 2928. Regulations affecting "persons," etc., as applying to corporations. 2929. De facto, incomplete and irregular corporations. § 2930. Insolvent, dissolved or suspended corporations; want of officers. § 2931. Publicly owned, operated or interested corporations. § 2932. Inherent limitations due to impersonal nature or to want of power. § 2933.. Modes and agents of conducting litigation-In general. § 2934. Authorization of agents and officers to sue, defend or appear. § 2935. Remedies and forms of action in general. $2936. Equitable actions in general. § 2937. Extraordinary legal remedies. § 2938. Statutory remedies and special or summary proceedings. § 2939. Actions on or arising from contracts; assumpsit, covenant, etc. § 2940. Tort actions; case, trespass, replevin, ejectment, etc. § 2941. Remedies against promoters, officers or stockholders. § 2942. Remedies of state or members of public against the corporation. § 2943. Remedies of stockholders, members or officers against corporation. § 2944. Remedies of creditors. § 2945. Ancillary remedies and proceedings; discovery, injunction, receivers, etc. § 2946. Intervention and interpleader. § 2947. Admiralty and probate proceedings. § 2948. Actions and proceedings of a penal nature. § 2949. Conditions precedent to actions-In general. § 2950. -Demand and notice, etc. § 2951. Limitations of actions; laches and estoppel. § 2952. Defenses by or against corporation-In general. § 2953. Statutory provisions; usury, etc. § 2954. Abatement and revival-In general. § 2955. Effect of insolvency, bankruptcy, receivership or dissolution. § 2961. National banks and other national corporations. § 2962. - Dual incorporation and existence; interstate corporations. § 2963. - Principal and subsidiary or branch corporations. § 2964. Reincorporated, consolidated or domesticated corporations. § 2965. Federal jurisdiction-In general. § 2966. § 2967. Diversity of citizenship; inhabitancy. – Alignment of parties to ascertain diversity. § 2968. Inferior and special jurisdictions. § 2969. Original, exclusive and ancillary jurisdiction. § 2975. § 2976. Petition and affidavit for removal. - Remand and subsequent removal. § 2977. Acquisition, extent and loss of jurisdiction. § 2978. Venue or place for trial; privilege and waiver-In general.* § 2979. § 2980. § 2981. § 2982. - Residence, chief office or principal place of business. - Place of injury, or of contract, or of accrual of cause. Any county in state, or where agency or business is conducted, or railroad or other property is situated. Local actions. § 2983. Change of venue or place of trial; transfer of cause-In general. § 2984. - Application and procedure. III. PROCESS, SERVICE AND APPEARANCE § 2985. Form and sufficiency of original process-In general. § 2986. - Direction and command of writ; name and description. § 2987. Attachment, arrest, sequestration or distraint. § 2988. Service of process-In general. § 2994. — Managing agent, superintendent, etc., other than executive officers. § 2995. - General agent. § 2996. — Local agent or person in charge, or other special agents. § 3002. - Vacant offices, resignations, removals and expiration of office or authority. Dissolution, suspension or dormancy of corporation. - Adverse interest of agent or officer as disqualification. §3005. Substituted or constructive service-In general. § 3007. Place for service-In general. § 3008. Substituted place; sending process to another county. § 3009. Mode and time of service-In general. § 3011. Persons qualified to make service; disqualification by interest. § 3012. Return or proof of service-In general. § 3013. - Effect and conclusiveness when questioned. § 3014. Defects, objections and amendments. § 3015. Process in rem; citations; proceedings not inter partes. § 3016. Notices analogous to process. § 3017. Admission or acknowledgment of service. § 3018. Voluntary appearance. §3019. Waivers and admissions by appearance. § 3020. Authority to enter appearance for corporation. IV. PARTIES § 3021. General law of parties. § 3022. Actions and suits by or in favor of corporation-In general. § 3023. Necessary or proper co-plaintiffs. § 3024. - By corporation against officers or stockholders. § 3025. Actions and suits against corporation-In general. Necessary or proper co-defendants. § 3027. Corporation as co-party in actions between others—In general. § 3029. § 3031. - Creditors' suits against officers or stockholders or debtors of corpora tion. § 3032. Suits on contracts or causes running in name of officer, agent, etc. § 3033. In statutory and special proceedings. § 3034. In proceedings not inter partes; admiralty, probate, etc. § 3035. Effect of receivership, dissolution, suspension or succession. § 3036. New and additional parties and amendments of parties. § 3037. Intervening and interpleaded parties. V. PLEADINGS § 3038. General law of pleading. § 3039. In suits affirming or assuming corporate character and existence. § 3040. Caption and entitlement of pleadings. § 3041. Naming and describing corporation. § 3042. Pleading formation and existence of corporation; necessity-In general. § 3043. Mode and sufficiency. § 3044. — Under special or private act. §3045. Pleading change of name or succession. § 3046. Pleading authority or warrant to sue or defend. § 3047. Pleading in derivative action by stockholder or receiver, etc. § 3048. Pleading compliance with statutory conditions. § 3049. Pleading jurisdictional facts and venue-In general. § 3050. - In federal courts. § 3051. Pleading substance of actionable right-In general. § 3052. § 3053. § 3054. § 3055. $3056. Charter and by-law provisions entering into right of action. Manner or means of corporate action or knowledge; meetings, resolu- Declaring on instruments written or required to be written. § 3057. Officer's or agent's character and authority, or rights and liabilities. § 3058. § 3059. Stockholder's or member's character and rights or liabilities. § 3060. Pleading in extraordinary and special proceedings and equity. § 3062. Joining and separating causes of action-In general. § 3066. § 3067. § 3068. Proper method of objection or defense; by whom made. - Motions on the pleadings. - Demurrer and effect thereof. § 3069. — Objections in abatement and to the jurisdiction. § 3070. Answers to the merits and pleas in bar. § 3071. Mode and sufficiency of answers, denials and pleas-In general. § 3072. Pleading nonexistence or nul tiel corporation. § 3074. — Pleading dissolution, extinction, change or suspension. § 3075. — Pleading want of jurisdiction. Pleading want of authority to represent or appear for corporation. § 3079. Reply and replication, and demurrers to pleas or answer. § 3080. Amendments and supplemental pleadings. § 3081. Cross-bills and cross-complaints, and interpleader. § 3082. Set-off and counterclaim. § 3083. Signature, seal and verifications or affidavits. § 3084. Issues and variance, and admissions-In general. - Misnomer or misdescription. I. POWER AND CAPACITY FOR LITIGATION; RIGHTS OF ACTION AND DEFENSE § 2924. Scope of chapter. In the opening chapter of this work the results of the distinction between the corporation and its members have been discussed. Every aspect of an action to which a corporation is a party is affected by this distinction. The right of action or defense, the form and entitlement of the pleadings and their substantial allegations, the admissibility and sufficiency of the evidence, the control of the case, and the resultant judgment, all partake of it inherently, and it must never be lost sight of. This chapter therefore is confined to questions of procedural law which are general to actions and suits "by" or "against" a corporation. In the many actions which may be brought and maintained between members or stockholders based on their individual rights as such, or by or against corporate officers as such, or between strangers involving some corporation question, procedural rulings are made which often seem to be expressive of a general rule applicable equally when the corporation is a party to a suit. But they cannot be used with safety or accuracy as precedents in this chapter, being at most but analogies affected in greater or less degree by the nonincorporate character of the parties, and therefore the chapters in the footnote are referred to as containing matter designedly excluded from this chapter. Similar considerations warrant the exclusion to other chapters of many procedural questions which arise in actions wherein the corporation is one of the parties and a stockholder or officer is the other. Such, for example are actions on the contract of subscription, or for dividends, or for malfeasance or misfeasance of officers, or stockholders' suits brought on behalf of a corporation unable or unwilling to sue. Actions by or against foreign corporations are distinctive, and where the foreign character of the corporation is the chief element in the questions considered all matters of such procedure are considered fully elsewhere.* Especially during recent years there have been created many quasijudicial boards and commissions clothed with regulative powers and functions which are exercised after an inquiry or proceeding much resembling actions and suits. Such, for example, are the public utility commissions now existing in nearly all the states. The proceedings before them are not, however, susceptible of treatment in this chapter, and the reader is referred elsewhere to the treatment of the general subject-matter of governmental regulation. A more detailed ref |