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cate, the liability of the assignor upon such warranty shall not exceed the amount of the claim.*
Ibid, sec. 37L. 49. A mortgagee, pledgee or other holder for security of a certificate who in good faith demands or receives payment of the debt for which such certificate is security, whether from a party to a draft drawn for such debt, or from any other person, skall not by so doing be deemed to represent or to warrant the genuineness of such certificate, or the value of the shares represented thereby.
Ibid, sec. 37M. 50. No attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until such certificate bc actually seized by the officer making the attachment or levy, or be surrendered to the corporation which issued it, or its transfer by the holder be enjoined. Except where a certificate is lost or destroyed, such corporation shall not be compelled to issue : new certificate for the stock until the old certificate is surrendered to it. †
Ibid, sec: 37n.
51. A creditor whose debtor is the owner of a certificate shall be entitled to such aid from Courts of appropriate jurisdiction, by injunction and otherwise, in attaching such certificate or in satisfying the claim by means thereof as is allowed at law or in equity, in regard to property which cannot readily be attached or levied upon by ordinary lega'l process.
Ibid, sec. 370.
52. There shall be no lien in favor of a corporation upon the shares represented by a certificate issued by such corporation, and there shall be no restriction upon the transfer of shares so represented by virtue of any by-law of such corporation, or. otherwise, unless the right of the corporation to such lien or the restriction is stated upon the certificate.
* See Art. 14 on Bills of Lading, sec. 35 ; Art. 13 on Bills of Exchange, etc., sec. 35 ; Art. 14a on Warehouse Receipts, and Art. 83 on Sales and Notices, sec. 57. These Articles are not included in this book.
† U. S. Express Co. vs. Hurlock, 120 Md. 107.
Ibid, sec. 37P.
53. The alteration of a certificate, whether fraudulent or not, and by whomsoever made, shall not deprive the owner of his title to the certificate and the shares originally represented thereby, and the transfer of such a certificate shall convey to the transferee a good title to such certificate and to the shares originally represented thereby.
Ibid, sec. 37Q. 54. In any case not provided for by Sections 38 to 60 of this Article, the rules of law and equity, including the law merchant, and in particular the rules relating to the law of principal and agent, executors, administrators and trustees, and to the effect of fraud, misrepresentation, duress or coercion, mistake, bankruptcy or other invalidating cause, shall govern.
Ibid, sec. 37R.
55. (1) In Sections 38 to 60, unless the context or subject as to effectuate their general purpose to make uniform the law of those States which enact them.
Ibid, sec. 37s. 56. A certificate is endorsed when an assignment or a power of attorney to sell, assign or transfer the certificate or the shares represented thereby is written on the certificate and signed by the person appearing by the certificate to be the owner of the shares represented thereby, or when the signature of such person is written without more upon the back of the certificate. In any of such cases a certificate is indorsed, though it has not been delivered.
Ibid, sec. 377.
57. The person to whom a certificate was originally issued is the person appearing by the certificate to be the owner thereof, and of the shares represented thereby, until and unless he indorses the certificate to another specified person, and thereupon such other specified person is the person appearing by the certificate to be the owner thereof, until and unless he also indorses the certificate to another specified person. Subsequent special indorsement may be made with like effect.
Ibid, sec. 370.
58. (1) In Sections 38 to 60, unless the context or subject matter otherwise requires
"Certificate” means a certificate of stock in a corporation organized under the laws of this State, or of another State whose laws are consistent with said sections.
"Delivery" means voluntary transfer of possession from one person to another.
“Person" includes a corporation or partnership, or two or more persons having a joint or common interest.
To "purchase” includes to take as mortgagee or pledgee.
"Shares” means a share or shares of stock in a corporation organized under the laws of this State, or of another State whose laws are consistent with said sections.
"State" includes State, territory, district and insular possessions of the United States.
“Transfer" means transfer of legal atle.
“Title” means legal title and does not include a merely equit able or beneficial ownership or interest.
"Value” is any consideration sufficient to support a simple contract. An antecedent or pre-existing obligation, whether for money or not, constitutes value where a certificate is taken either in satisfaction thereof or as security therefor.
(2) A thing is done “in good faith” within the meaning of Sections 38 to 60 when it is in fact done honestly, whether it be done negligently or not.
Ibid, sec. 37v.
59. The provisions of Sections 38 to 60 apply only to certificates issued after July 1, 1910.
Ibid, sec. 37x.
60. Sections 38 to 60 may be cited as the uniform stock transfer act.
1904, art. 23, sec. 78. 1888, art. 23, ser. 70. 1868, ch. 471, sec. 65.
1908, ch. 240, sec. 38. 1916, ch. 586, sec. 12, par. 61. 61. Unless otherwise payable by the subscription contract, the board of directors of any corporation, having capital stock, may call in and demand from the stockholders the amounts due on their subscriptions at such times and in such payments and installments as the said board of directors shall deem proper; but at least thirty days' written or printed notice of the amount, time and place of payment of such calls shall be given to each stockholder; such notice shall be delivered to each stockholder by leaving the same with him, or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to him at his address as it appears upon the books of the corporation; provided, however, that any stockholder may by an instrument in writing waive such notice.
1908, ch. 210, sec. 39.
62. When any stockholder fails to pay any installment or call upon his stock which may have been properly assessed thereon by the directors, at the time when such payment is duc, the directors may collect the amount of such installments or call or any balance thereof remaining unpaid, from the said stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all assessments then due from him, with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given by advertisement for three weeks successively; once in each week before the sale, in a newspaper of the county or city where the principal office of said corporation is located in this State, and such notice shall be mailed by the treasurer of the corporation to such delinquent stockholder at his last known postoffice address at least twenty days before such sale. If no bidder can be lrad to pay the amount due on the stock, and if the amount is not collected by an action at law, brought within the county or city where the principal office of said corporation is located within six months from the date of the bringing of such action at law, the said stock shall be forfeited to the corporation and the amount previously paid in by the delinquent on the stock shall be forfeited to the corporation.*
* Morgan vs. Landstreet, 109 Md. 558.
1904, art. 23, sec. 74. 1888, art. 23, sec. 66. 1868, ch. 471, sec. 61.
1908, ch. 240, sec. 40.
63. Except in the case of banking corporations, for whicin provision is made by Section 39 of Article 3 of the Constitution, and except as provided in Section 66, and in the case of those classes of corporations for which special provision is hereinafter made in this Article, no stockholder in any corporation of this State shall be liable for the debts thereof; and in no case shall any person holding stock in any corporation of this State, which shall be entered on the books thereof in his name as executor, administrator, guardian, committee, trustee, receiver or pledgee, be individually subject to any liability as stockholder, but the person pledging the stock, and the estates and funds in the hands of such executor, administrator, guardian, committee, receiver or trustee, shall be subject to the liability, if any, imposed upon the holders of the shares.*
1904, art. 23, sec. 72. 1888, art. 23, sec. 64. 1868, ch. 471, sec. 59.
1872, ch. 325. 1908, ch. 305.
64. All the stockholders of any corporation created under this Article shall be severally and individually liable to the creditors of the corporation of which they are stockholders to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, and a certificate thereof made and filed as prescribed in Section 73 of the Code of 1904, which certificate may, however, be filed at any time after the thirty days mentioned in said section, but no stockholder shall be individually liable to the creditors of such corporation except to the amount of his, her or their unpaid subscriptions to the capital stock; and the liability of such stockholder shall be an asset of the corporation for the benefit ratably of all the creditors of such corporation, if necessary to
* This section of Article 23 was section 40 of the Revised Corporation Act of 1908, and must be taken with section 66 of this Article, which was section 41 of the Revised Corporation Act. See note to section 64 of this Article. Although a stockholder is not liable for the debts of a corporation, except those of special classes, yet it has been held that where the corporation is practically a one-man affair, the stockholder cannot prove his claim as creditor against the corporation in competition with other creditors. Pott vs. Schmucker, 84 Md. 535,