A Treatise on the Law of Private Corporations: Divided with Respect to Rights Pertaining to the Corporate Entity as Well as Those of the Corporate Interests of Members, Remedies for the Enforcement and Protection of These Rights and Interests, and Legislation Amending and Repealing Charters, Regulating Rates and Conduct of Business, and Taxing Stock Franchises, and Other Corporate Property. Containing a Full and Complete Exposition of Principles Both Ancient and Recently Developed, with References to Authorities in England and All the States Down to Date of Publication, Հատոր 1

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L. K. Strouse & Company, 1892 - 1378 էջ
 

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Chicago P St L Ry Co v
cxi
250
cxvii
Chicago S F C Ry Co v Chubb v Upton 352 800 925
cxix
PART I
3
Corporations and partnerships distinguished
11
Name furnishes no test 11 Class to which corporation belongs to be considered 12 The range of objects not decisive
12
Private corporations performing public duties
13
Subdivision common to both
14
Public corporations sole distinguished from private
15
Existence of private corporations beneficial
16
CHAPTER II
21
Alleghany Co Workhouse v Perry 380 381 385 387 393
27
Arkedelphia Cotton Mills v Trim
28
Joint stock companies
30
Agricultural societies
31
s
32
Simmons 455 1027 burn
38
The state alone can object
43
Evidence of incorporation
44
Of foreign corporations
45
Pleading and denying corporate existence
46
Issue of corporate existence how raised
47
Chicago A Ry Co v Derkes 850 Church of Latter Day Saints
55
CHAPTER III
61
No incidental power to become accommodation indorser
65
Acts of acquiescence must be shown st be shown
70
Where not estopped
71
Newhold 723 728 737 Astoria S R R Co v Hill
72
CHAPTER IV
73
Birds etc Sewerage Co Blanchard v Kaull 932 934
79
Incidental powers 64 Of corporations performing public duties
82
CHAPTER V
92
Hayden 1015 1038
94
Banigan
99
The law of comity will not authorize infringement of local laws
100
Effect upon exemption from taxation
104
How contracts are affected by failure to comply with conditions pre
107
Terra Haute etc R R Kansas Protective Union v Whitt 784
108
Effect of consolidation upon municipal agreements to take stock
112
Power in constating instruments
114
Armiston etc R Co v Jackson Atchinsons Appeal
115
What rights and franchises pass to consolidated company
120
CHAPTER VII
130
Tying up stocks
138
Mutation of beneficiaries allowable
144
New Orleans etc R Atchison v Milton 1101
148
Chicago A R Co v Goodwin Cicotte v Anciaux
154
Dix 1146 1168 Bartons Case
156
Exception founded upon convenience and necessity
161
Prior liens may be lost
164
Conditional sales generally invalid as against subsequent mortgagee
165
Agreements amounting to a loan on the property not binding upon mortgagee of afteracquired property
166
Construction of authority to mortgage
167
When right of eminent domain does not pass
168
Discrimination between corporations and individuals 154 Cases holding that no legislative permission is required
170
The tendency of legislation 11
171
What property subject to mortgage
172
Gas and other companies not restricted LA
173
True test of right to mortgage 1773
174
Forms of corporate mortgages
175
What property covered by a railroad mortgage
176
Apportionment of earnings while property encumbered
177
How far governed by intention of parties
178
Repairs and additions and uncalledfor subscriptions must be specially mentioned
179
Mortgages of tolls and income
180
Not subject to attachment after being set apart
181
Corporation cannot purchase shares in itself 83
183
Conant
184
Cases holding a contrary view
185
Exception to the rule
186
Dealings in shares of other corporations
188
Receiving stock as collateral security 89
189
CHAPTER IX
191
Collective power of members
192
Authority of agents derived solely from powers of corporation
193
When authority may be presumed 194 178 When authority may be presumed 179 To indorse commercial paper
196
Fairbanks 682 1016 American Order of Scottish Clans
197
Matters within exclusive cognizance of agents
198
Duty of corporation upon the termination of agents authority
199
Conditional authority of directors ectors
200
The true measure of authority
202
Scope of authority of directors
203
Method and power of appointment of other agents by directors
204
Johnson
205
Alton Sangamon R Bates v New York Ins Co 520 661
210
Lien not lost by warehousing the goods
223
How affected by doctrine of cy pres
238
Visitorial power over the trust
244
The rules against perpetuities not applicable to charitable bequests
250
Gate etc Co 1153 AttyGen v Old South Church
252
Hill 413 428 American Preservers Trust
253
Sale of property of religious corporations
256
CHAPTER XI
262
Legislature may selcct the agency and determine
268
Church 706 Atchison etc R R Co v
269
Atlantic etc Ins Co v Moody 395 AttyGen v State Bank 491
271
The compensation to be judicially ascertained
274
Inhabitants of Jay 320 1245 American Ry Frog Co v Haven
281
Consideration of the question of public use with reference par
282
Globe Co 509 522 525 526 Bloomer v Union Coal etc Co 172
285
Smith 644 720 Atchison T F R Co v
286
When and what compensation to be made
288
Special value
295
Hudson River R R Co 304 Atchison T S F R Co v
300
Community benefits not considered
301
Reversion of the fee in land upon cessation of
307
ORGANIZATION BY CHARTER MEMBERS PAGE 274 Preliminary membership
308
Defective execution of articles
309
Proceedings after filing articles
310
Notice of subsequent meetings
311
Atlantic Fire Ins Co v Sanders
312
295
313
Subscriptions distinguished from other membership contracts
314
StockCapitalCapital stock
315
What constitutes membership
316
Acceptance of amendment to charter a new contract
317
Who may become a stockholder
318
Municipalities
319
Can only become stockholders for public purposes
320
Submission to popular votePetition etc
321
PresumptionsBona fide purchasers
323
Registration
324
Liability assumed in contract of membership
326
A different rule in New England States
327
When the contract is complete Y28 297 Acceptance by the corporation
328
Must have legal validity at time of acceptance
329
Issuance of certificate not essential
339
Nor form of contract important
340
Neither party can withdraw
341
Jackson etc Pl R
343
Henrietta Nat Bank 994 Bates Co v Winters
347
Chicago N W R R Co v
357
Barrows Case
358
Change cannot be defeated by default of association
361
Obligations assumed in contract
362
Personal distinguished from other duties
363
Assessments
364
Atlantic State Bk v Savery 836 AttyGen v Wallace 248 250
367
Hudson Bay Co 435 Cincleclamonche etc Co v Com 1092
370
Fees and dues 366 Liability of members of voluntary associations
372
Page
378
N Y etc R R Co 809 Horse R
380
Failure to designate
387
Bay State Mining Co 1249 Auburn L T etc Min Co re 898
389
890
390
Barrys Appeal
391
Voluntary withdrawal 368 Effect of withdrawal
399
Membership in boards of trade clubs
400
379
401
Bylaws cannot prejudice rights of third parties
402
Invalid provisions
403
Must be reasonable and necessary
404
Board
416
418
418
42
421
506
428
CHAPTER XVI
431
How made and enforced
432
Usually the province of members
433
Statutory provisions
434
Limitations upon the power to enact bylaws
435
Consumers Gas Co 1084 Aultman v Waddle 69 925
437
Must not be in restraint of personal liability
440
Bylaws imposing forfeiture invalid
441
Bylaws providing for forfeiture under authority conferred by charter or statute
442
Power to regulate does not authorize prohibition
443
Regulations not formally adopted 412 To what extent binding on third parties
444
Validity a question of law 414 Proof of bylaws
446
CHAPTER XVII
448
Qualifications
449
Directors de facto 418 Acceptance of office
450
Term of office 420 Express powers
451
Statutory prohibitions and limitations 422 Bylaws made
452
Implied powers
453
How powers may be exercised
455
Place of meeting immaterial
456
Stockholders cannot interfere
457
Have no power to dissolve the corporation 428 Their double relation
458
Fiduciary relation
459
Strict accountability for ultra vires expenditures
460
Unwarranted payment of dividends
461
Diligence required
463
Cannot serve their own interest at expense of the corporation
464
Bond
467
Termination of fiduciary relation 435 Duty upon dissolution
468
Stratton 470
470
Compensation
471
President may be compensated 477 458 410 460 464 468 468 470
472
CHAPTER XVII
474
Meaning of profits net profits net earnings surplus etc
476
Lady Downing 1164 Ayer v Seymour 664
491
Usually payable in cash
492
How far intention of testator controls
496
474
498
Stock book not conclusive
502
Insolvency and dissolution terminate the right to transfer
509
Smith
510
Evens 552 567 Assn
512
Waiver by corporation
515
Suffolk 518
518
Construction of statutes authorizing the retention of lien on shares
521
Waiver of the lien on stock
525
An equitable lien may be acquired
526
Transferee not prejudiced by default of agents of the corporation
527
Whether an unregistered transferee holds the legal or an equitable title
528
Wager sales
529
Same further considered
531
Executory contracts to sell are valid
532
guardians etc
533
Bohr
536
Transfers to guardians executors trustees etc
537
Married women infants etc as purchasers of stock
538
Legality and genuineness warranted by corporation 498 Rights between the immediate parties to a transfer
540
American Bank v Baker 370 Anderson v Newcastle R R Co 642
542
39
544
Measure of damages between vendor and vendee of stock
545
Remedies for breach of contracts for future delivery
546
Certificate carries notice of nature of title
547
Blake etc Co v New Haven 966 Workmen
549
Where the transfer is conditional
550
American Ins Co v Oakley 213 Angel v Hume
552
Where pledgee is given power of sale 504 Other remedies of pledgee
553
With respect to liens of the corporation
554
When does statutory liability shift
555
Prior trusts
556
When liability for calls becomes shifted
558
Consideration of transfers with reference to the rights of third par ties
559
Rights between vendee and vendors creditors 581
561
Transfer by sale under attachment and execution
564
The situs of stock
565
The property character of shares
566
In what respects negotiable 515 Conflicting usage not binding
570
Testamentary transfers
571
Construction of devises of stock
572
Gifts of stock
573
Donations causa mortis
574
Lost or stolen certificates
575
Forged assignments 76
576
CHAPTER XX
578
A motion and disfranchisement
579
An essential right of incorporated and voluntary associations
580
N A L Ins Co 38 986
581
Where property rights are involved
582
The proceedingsChargeNotice
584
Conduct of the trial
588
Equitable jurisdiction in cases of simple expulsion 89
589
Same where property interests are affected
591
Remedies inside association must be exhausted
593
Presumptions in favor of regularity 94
595
Bylaws imposing forfeiture require statutory sanction
597
Reinstatement
598

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Common terms and phrases

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Էջ 3 - 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 505 - ... that the plaintiff was a shareholder at the time of the transaction of which he complains, or that his share had devolved on him since by operation of law...
Էջ 247 - No estate, real or personal, shall be bequeathed or devised to any charitable or benevolent society or corporation, or to any person or persons in trust for charitable uses, except the same be done by will duly executed at least thirty days before the decease of the testator...
Էջ 241 - A charity, in the legal sense, may be more fully defined as a gift, to be applied consistently with existing laws, for the benefit of an indefinite number of persons, either by bringing their minds or hearts under the influence of education or religion, by relieving their bodies from disease, suffering, or constraint, by assisting them to establish themselves in life, or by erecting or maintaining public buildings or works, or otherwise lessening the burdens of government.
Էջ 407 - The general assembly shall provide, by law, that in all elections for directors or managers of incorporated companies, every stockholder shall have the right to vote, in person or by proxy, for the number of shares of stock owned by him, for as many persons as there are directors or managers 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...
Էջ 163 - A mortgage intended to cover after-acquired property can only attach itself to such property in the condition in which it comes into the mortgagor's hands. If that property is already subject to mortgages or other liens, the general mortgage does not displace them, though they may be junior to it in point of time.
Էջ 279 - ... whenever an attempt is made to take private property for a use alleged to be public, the question whether the contemplated use be really public, shall be a judicial question, and determined as such without regard to any legislative assertion that the use is public.
Էջ 182 - Legislators should act from high considerations of public duty. Public policy and sound morality do, therefore, imperatively require that courts should put the stamp of their disapprobation on every act. and pronounce void every contract the ultimate or probable tendency of which would be to sully the purity or mislead the judgments of those to whom the high trust of legislation is confided.
Էջ 97 - It must dwell in the place of its creation, and cannot migrate to another sovereignty. But although it must live and have its being in that state only, yet it does not by any means follow that its existence there will not be recognized in other places ; and its residence in one state creates no insuperable objection to its power of contracting in another.
Էջ 515 - To make by-laws, not inconsistent with any existing law, for the management of its property, the regulation of its affairs, and for the transfer of its stock ; 7.

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