Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Հատոր 1

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169
xlvi
521
xlvii
170
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771
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Pago 831
l
172
lii
173
liv
Page
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776
lix
532
78
533
81
465
10
835
lxxvi
Pago
lxxxiv
536
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885
lxxxvii
CHAPTER XXVIII
xci
539
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540
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780
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836
cxvii
781
cxviii
1234
cxix
1237
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839
cxxxii
ENTRY AND FORECLOSURE
cxxxiii
841
cxxxiv
CHAPTER XXIII
cxl
1239
clii
469
clv
472
clxiii
844
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787
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849
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clxxxvi
INTRODUCTORYOF THE CREATION OF THE CORPORATION
1
Of the power of the federal government to incorporate a rail
3
General acts authorizing the formation of religious corpora
15
Of the distinction between a franchise and a license
21
The contract of the State with the incorporators The contract between the incorporators themselves
22
Acceptance by the incorporators requisite to render the legis
23
The contract between the incorporators and third parties
24
Of the construction of the charter contract
25
The same subject continued
26
The same subject continued Of exclusive privileges
27
Of the police power
28
CHAPTER II
29
Dedication to a public use Muon v Illinois
30
Extension and criticism of the doctrine of Munn v Illinois
31
Of statutes creating a new or modifying or abolishing an
32
Meaning of the word law
37
659
45
The same subject continued
46
Introductory Shareholders right to sue on behalf of
48
remedy
59
Of the power of eminent domain
61
Of excmptions from taxation 35 The exemption to be clearly expressed
63
67 AMENDMENT REPEAL AND FORFEITURE
65
Of the reserred power of amendment and repeal 37 Construction of constitutional statutory and charter reserva tions
66
478
67
Of the construction of amendatory statutes
70
The legislative discretion not to be questioned judicially
71
Limitations upon the reserved power
73
Of the consent of the corporation The power of the ma jority
75
Of material and immaterial amendments The rights of a minority
77
Of the dissenting stockholders remedy
77
Amendment of articles of association
77
480
77
Of forfeiture 16 Forfeiture distinguished from repeal
86
Judicial and legislative inquiry distinguished
87
The same subject continued
89
The fact of forfeiture to be judicially declared
90
Of the nature of the inquiry before the committee
91
Sources of jurisdiction of courts of equity
92
Grounds of equitable intervention
93
The fact of forfeiture not to be collaterally tried
94
The remedy within the association to be exhausted before
95
Proceedings to forfeit charters a Jurisdiction
96
b of the parties
98
c Of the writs
100
d of the grounds of forfeiture Misuser and nonuser
101
Of trust agreements as a ground of forfeiture
104
The same subject continued
110
395
112
The acts of the shareholders how far imputed to the corpo
114
ration
115
Actual or prospective injury to the public to be proven
116
Waiver by the State
118
The trust fund doctrine not recognized in England
122
Accrual of liability Remedy against company to be first exhausted
123
Exceptions to the foregoing rule
124
Of membership in companies and associations having capital
125
Of the quasitrust relation between members
138
Extraordinary powers of the corporation to be exercised
146
e The remedy by mandamus
154
application to the court
159
The same subject continued Preliminary expenses 161 The same subject continued Incorporation of partnerships
161
b From illegal and irregular incorporation
162
c From fraud
163
dicially
164
e From continuance of business after dissolution
165
f From purchase of corporate property and franchises
166
Jointstock companies
167
Voluntary associations a When treated as partnerships
168
b No liability from the mere fact of membership
169
c Liability dependent upon pledging of personal credit
170
d Degree of authorization
171
e General and special agency
172
Social clubs
173
Mutual benefit societies
174
Lodges
175
Stockexchanges
176
Ipso facto termination of membership
177
Limited partnerships
178
Suspension
179
CHAPTER VI
180
Withdrawal from voluntary associations Secession from religious societies
182
101
184
The same subject continued
186
Compromise Test cases
189
104
191
a Sundry examples
193
110
195
Actions by and against withdrawing members
198
c Variance from original purpose of incorporation
199
d Secret concessions to other members
202
The same subject continued
205
e Mismanagement of corporate affairs
206
f Delay in prosecuting the purpose of the undertaking
208
Recovery of deposits upon abandonment of the undertaking
211
Effect of withdrawal upon liability to corporate creditors a The American rule
212
790
213
114
214
GENERAL LIABILITY OF MEMBERS TO CORPORATE CREDITORS Page 216 219 118 Introductory
216
The capital stock as a trust fund for corporate creditors
219
Page
220
Applications of the trust fund doctrine a Liability upon assets of the company distributed among share holders
222
28
223
b Liability upon shares issued below
225
792
227
Exceptions to the foregoing rule
228
c Liability upon shares issued for property or services ac cepted at an overvaluation
229
d Liability upon shares issued gratuitously
231
ceedings
234
Property
239
855
240
Transfers to a man of straw do not relieve the transferrer
242
Transfers to infants and married women do not relieve the transferrer 129 Transfers to the corporation itself when effective to relieve the transferrer
243
Registration of transfer necessary to relieve the transferrer
247
C Transferees
249
d Pledgees
251
e Legatees and distributees 134 f Bankrupts estates
253
g Decedents estates
255
b Trustees executors and administrators
256
Taxation of business earnings or dividends a In
257
i Agents 138 Infants
260
k Married women
261
Priority between creditors
262
Contribution between members
263
Effect of increase and reduction of the capital stock 244 247 248 251 253 253 255 256 260 260 261
264
STATUTORY LIABILITY OF MEMBERS TO CORPORATE CREDITORS Page 267
265
Introductory
267
Constitutional and statutory provisions
269
116
270
Construction of statutes
272
b Foreign corporations
275
c Penal statutes strictly local
276
Debts and liabilities construed
277
To the amount of their stock and to double the amount construed
278
Notice of meetings
279
Dissolution and failure construed 154 Proportional liability
280
The same subject continued National banks
281
Liability contingent upon the capital not being wholly
282
paid
283
Compelling attendance
284
Officers de facto
317
Terms of office
318
Amotion from office
319
Notice to agent notice to company
320
Scope of authority of officers and agents
321
Scope of authority determined by the bylaws and by custom
322
Necessarily incidental powers
323
Authority to issue negotiable paper
324
Authority of certain minor officers and agents
325
Authority of promoters
327
Misrepresentations of officers and agents
328
793
329
Unauthorized acts of officers and agents a In general 194 b Ratification by the corporation
331
c Ratification by directors and other officers
332
Legislative authority requisite
333
Ratification by acquiescence
334
Ratification by acceptance of benefits
335
Status of interState consolidated companies
336
Ratification of acts of promoters
337
Dissolution of old companies
338
The same subject continued
339
Enforcement of its promoters contracts by the corporation dependent upon ratification 200 Of the compensation of officers and agents
340
Public rights and duties of the new company
341
The same subject continued Compensation of promoters
342
Liability of the new company
343
The same subject continued
344
CHAPTER XI
345
Pending suits
346
Judgment against the new company 348 Debts of the old companies
348
Mortgage debts and liens
349
Contractual obligations
350
Status of holders of the old stock
351
Exchange of new stock for
352
853
353
Consent a question of fact
354
Payment for dissenting stock
355
Enjoining unauthorized consolidations
356
Authority of general manager to engage legal and medical
359
229
368
A portion of the directors must be residents
374
Introductory Citizenship
375
319
379
Directors powers
380
Stockholders right to subscribe to new stock 474 The same subject continued
386
The same subject continued Executive committees
387
CHAPTER XXXIV
392
Of sales of property to corporations by promoters
396
Fiduciary position of directors a Toward the corporation 897
397
b Toward corporate creditors
398
Contracts between directors and the company voidable
399
Members precluded from questioning judgment against
400
The same subject illustrated
403
Secret profits
405
Directors entitled to security for loans to the company
407
Dealings by directors in the companys bonds and stock
409
Contracts between companies having directors in common
410
Consummation of fraudulent contracts may be enjoined
411
CHAPTER XIV
413
NEGOTIATION OF STOCK AND BONDS AND HEREIN OF COUPONS AND RECEIV
415
Frauds misrepresentations and torts
417
Joint and several liability
420
To whom liable a In general
421
b To the corporation
423
c To creditors i
425
Liability for debts of the company
427
For what debts liable
428
For false reports
430
For failure to make reports
431
For acts of appointees
432
How liability is fixed
434
Procedure to enforce liability
436
Contribution
438
Liability of officers other than directors
439
858
441
Liability of officers upon contracts 268 Provisions of the New York Penal Code
443
Procuring withdrawal of opposition to charter
445
Promoters liability on failure of scheme
447
Liability of directors and promoters for false prospectuses The English Act of 1890
448
281
452
320
456
542
457
b Trustees executors etc Trustees for the company itself
458
Introductory
465
543
466
282
472
283
474
Liability of holders of the new shares
475
285
476
Increase by stock dividends
477
The power to issue stock dividends
478
Prohibitions of stock dividends
479
Reduction of capital stock a Authority necessary
480
b By purchase of shares
481
Estoppel from pleading illegality of the place of meeting
482
Time of meeting
483
Premature convening of meeting 293 Delay and postponement
484
Irregularly issued stock How far valid
485
Adjourned meetings
486
False certificates
487
Minutes
488
Liability for fraudulent issue
489
Irregularities
490
Fraudulently overissued stock invalid
491
Personal liability of corporate agents overissuing stock
492
Measure of damages for overissuing stock
493
Trick secrecy surprise and bribery 298 Elections
494
Failure to call meetings or to hold valid elections
495
Eligibility
496
Cumulative voting
497
Judicial review of elections
498
Validity of preferred stock
499
Proxies
500
Voting trusts Combinations among shareholders
501
The same subject continued
502
c Arrears
503
The same subject continued The Reading Voting Trust
505
Preferred stock deferred to debts
506
The same subject continued The Wisconsin Central Voting Trust
507
Exchanging common for preferred stock
508
Special stock
509
325
510
Construction of contracts
511
The power to make bylaws a Incidental to corporate existence
512
b In whom vested
513
Repugnancy to the law of the land a The general rule 313 b Meaning of repugnancy to the law
514
c Against public policy In general restraint of trade
515
Subscriptions to obtain charter
516
d In partial restraint of trade 316 e Retroactive and ex post facto bylaws
517
458
518
Commissioners
519
Limitation of the amount of a single subscription
520
Subscriptions in excess of the capital stock
521
Competency to subscribe a Natural and artificial per sons
522
b Municipal corporations
523
513
524
Municipal subscriptions may be conditional
525
Municipal subscriptions as affected by consolidation
526
Fraud in procuring subscriptions
527
Qualifications of the foregoing rule
528
1
529
Parol evidence of fraud
530
Parol agreements and conditions
531
Conditions precedent
532
328
533
Recitals as implied conditions
534
329
535
Recitals as to the amount of capital stock 536 The same subject continued
536
615
537
Secret and separate conditions
538
331
539
332
540
Nonperformance 542 Waiver of performance
542
334
543
335
545
118
546
Effect of consolidation
547
Failure of consideration
548
Withdrawal and abandonment
549
Substitution of subscribers
550
Specific performance Damages
551
340
552
342
556
Suits by officers a At common
558
Payment by instalments Calls
565
883
570
Ultra vires mortgages
579
517
581
Assessments upon shareholders
590
697
602
CHAPTER XIX
606
Verification of corporate pleadings
609
CHAPTER XXXI
613
Power to lend money
617
The same subject continued
622
682
628
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Common terms and phrases

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Էջ 54 - Property does become clothed with a public interest when used in a manner to make it of public consequence, and affect the community at large. When, therefore, one devotes his property to a use in which the public has an interest, he, in effect, grants to the public an interest in that use, and must submit to be controlled by the public for the common good, to the extent of the interest he has thus created.
Էջ 133 - ... liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust...
Էջ cxc - It is chiefly for the purpose of clothing bodies of men in succession with these qualities and capacities that corporations were invented and are in use. By these means, a perpetual succession of individuals are capable of acting for the promotion of the particular object, like one immortal being.
Էջ cxc - Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual.
Էջ 427 - To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation ; or to reduce such capital stock without the consent of the legislature ; or 3.
Էջ 253 - The shareholders or stockholders of every banking or insurance corporation or association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such corporation or association, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares or stock.
Էջ 481 - ... to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them, on the same principle, among as many candidates as he shall think fit...
Էջ clxxxix - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law. it possesses only those properties which the charter of its creation confers upon it, either expressly, or as incidental to its very existence.
Էջ 557 - The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock at the time of such dissent...
Էջ 76 - ... weeks previous to the day fixed upon' for holding 'such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital...

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