A Treatise on the Incorporation and Organization of Corporations: Created Under the "Business Corporation Acts" of the Several States and Territories of the United States : Including Therein a Synopsis-digest of the General Incorporation Acts of the Several Commonwealths, with Decisions Bearing Thereon : Also, Forms for Drawing Charters Under the Laws of the Several States and Territories : Amendments to Charters and Dissolution of Corporations : General and Specific Object Clauses for Insertion in Charters, By-laws, Minutes, Etc., Etc

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Little, Brown, 1908 - 908 pages
 

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Contents

Power to change the Corporate Domicile and Principal Place of Business 30 Power to acquire and enforce a Lien upon Stock to secure the Payment ...
47
Power to levy Assessments against the Stockholders with the Right to forfeit their Stock for Nonpayment thereof
48
Power to authorize Voting by Proxy at Stockholders Meetings 33 Power to permit Cumulative Voting in the Election of Directors 34 Power to issue ...
49
Power to dispose of Corporate Assets as an Entirety
51
Power to voluntarily dissolve the Corporation without Recourse to the Courts
52
Power to insert in the Charter Provisions for the Regulation of the Internal Affairs of the Corporation
53
Power to authorize Directors to adopt ByLaws
55
Power to authorize Appointment of Executive Committee from the Board of Directors 40 Power to enlarge or diminish Corporate Powers
56
Power to change Par Value of Shares 42 Power of Bondholders to vote at Election of Directors 43 Power to classify Directors
57
Power to amend Articles before Organization 45 Power to surrender Charter before Organization 46 Power given to Minority Stockholders to comp...
58
Incidental Powers Definition and Enumeration of 48 Power to make Contracts 49 Power to borrow Money 50 Power to give and accept Cus...
59
Power to mortgage and pledge Real and Personal Property 52 Power of Amotion
60
The Modern Doctrine of Ultra Vires
62
Corporate Domicile
65
Board of Management
67
Capital Stock
68
Limitations upon Amount of Capital Stock
69
Par Value of Capital Stock 59 Amount of Stock Subscriptions
70
Amount of Stock paid
71
Amount of Stock with which a Corporation may begin Business 62 Duration of Corporate Existence
73
Date of Annual Meeting 64 Limitation upon Corporate Indebtedness
74
Exemption of Stockholders from Personal Liability 66 Adoption of ByLaws by Directors
75
Provisions for the Regulation of the Internal Affairs of the
76
Construction of Charter
77
CHAPTER II
79
Publication of Articles
80
Affidavit as to Stock Subscriptions
81
Powers of State Officials relative to accepting or rejecting Articles
82
Right to Mandamus State Officials for refusing to file Articles
84
Organization
85
Form in which Charter is granted 80 Filing and recording in Local County Offices
86
Distinction between de jure and de facto Corporations
87
Right of Parties other than the State to collaterally impeach Corporate Existence
88
Right of State to attack Corporate Existence in Direct Pro
90
ceedings
91
When does Corporate Existence commence?
92
CHAPTER III
95
Organization Meeting how called
96
Steps Necessary to complete Organization
98
Adoption of ByLaws
99
Election of Directors
100
58
102
60
103
Power to hold Meetings for the Election of Directors without the Domiciliary State
104
Payment of Capital Stock in Services
120
Statement of True Value Rule
122
Statement of Good Faith Rule
123
Statement of Speculative Value Rule
125
Effect of Appraisal of Property by Directors under Statutory Authority when taken in Exchange for Stock
137
Effect of Appraisal of Value of Property by State Officials when the same is taken by Corporations in Exchange for their Capital Stock
139
Meaning of NonAssessable Stock
141
Meaning of FullPaid Stock
142
CHAPTER V
145
Reserved Right of the State to repeal Charters
153
Legislative Control over Dissolution of Corporations
154
Forfeiture of Charters
157
The Police Power of the State
160
Legislative Investigation into Corporate Affairs
164
Inspection of Corporate Books
165
AntiTrust Legislation 107
167
Regulation of Internal Affairs
168
Liability of Stockholders for Debts of the Corporation
173
Statutory Liability of Directors
174
Extension of Corporate Existence
176
Taxation of Domestic Corporations
177
Regulation of the Right of the Consolidation
178
CHAPTER VI
180
Doctrine of State Comity
184
What constitutes doing Business on the Part of a Foreign
190
Penalty for transacting Business in a Foreign State without Page
195
To what Extent is the Taxing Power of the State with reference
202
PART II
211
180
215
184
217
PART III
561
561600 General Object Clauses for Insertion in Charters 601602
601
Preferred Stock Clauses 611612
611
Foreign Corporations
682
Forms for Amendments to Charters 742763
742
Dissolution of Corporations 764774
764
Composite Form of Minutes 774777
774
Minutes of the First Meeting of Directors 785786
785
Miscellaneous Forms and Precedents 797860
797
Suggestions relative to the Drafting of Charters and the Preparation
861
Table of Taxes imposed on Foreign Corporations 868869
868
INDEX TO SYNOPSISDIGEST OF THE INCORPORATION ACTS
895
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Page 63 - the rule of law is clear, that, where one, by his words or conduct, wilfully causes another to believe in the existence of a certain state of things, and induces him to act on that belief, so as to alter his own previous position, the former is concluded from averring against the latter, a different state of things, as existing at the same time.
Page 39 - It is very true that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law ; and where that law ceases to operate, and is no longer obligatory, the corporation can have no existVOL.
Page 308 - Act to be listed, make out and deliver to the assessor a sworn statement of the amount of its capital stock setting forth particularly : "First: The name and location of the company or association.
Page 622 - Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the Stockholders, and no Stockholder shall have any right to inspect any account or book or document of the corporation, except as conferred by Statute or authorized by the Board of Directors, or by a resolution of the Stockholders.
Page 634 - Parks, to me known to be the identical person who executed the within and foregoing instrument, and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.
Page 537 - ... in the office of the secretary of state and in the office of the county clerk...
Page 423 - 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.
Page 444 - Such notice must state the time and place of the meeting, and its object, and the amount to which it is proposed to increase the capital stock.
Page 834 - In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends accrued thereon before any amount shall be paid to the holders of the common stock...
Page 409 - The certificate of incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class of the stockholders; provided, such provisions are not contrary to the laws of this State.

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