The Modern Law of General Business Corporations in Michigan: Including Commentaries and Annotated Acts with Forms, the Consolidated Corporation Law ...

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Drake Law Book Company, 1909 - 448 pages
 

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Contents

The Charter as a Contract
13
Validity of Enabling Act
16
Effect of Unconstitutionality of Enabling Act
17
Construction of Charter
19
CHAPTER III
21
Power to Contract
22
Power to Sue and to be Sued
25
Power to Have Perpetual Succession
27
Power to Have a Corporate Seal
28
Power to Make ByLaws
29
Power to Act as a Trustee
30
Corporate Franchises
31
Section Page
33
Corporate Duties
35
Liabilities
38
CHAPTER V
46
Corporate Name
53
Place of Operation
54
Capital Stock
55
Par Value of Shares 36 Capital Stock Subscribed 57
57
Preliminary Subscriptions
59
Capital Stock Paid Up
61
Valuation of Property 40 Rules of Valuation
62
Schedule of Property 67
67
Office for Transaction of Business
68
Duration
69
Transfers to the Corporation 47 The Prospectus 70
70
Promoters
73
CHAPTER VI
74
De Facto Organization
75
The Corporate Government
77
Majority Rule
79
Meetings and Notice
80
Voting
82
Corporate Records
83
Right to Inspect Records
84
ByLaws
85
CHAPTER VII
88
Officers
92
Section Page 60 Powers of Officers
93
VicePresident
95
Treasurer
96
Corporation Counsel
97
Ratification
101
Agents in Adverse Interests
102
Statements of Officers and Agents
103
Compensation
104
CHAPTER VIII
106
Certificates of Stock
107
Classes of Stock
108
Price of Shares
109
Subscriptions
111
False Representations and Fraud
114
Remedies for Fraud
115
Transfers
116
Calls
119
Pledges of Stock
121
Foreclosure of Pledge
122
CHAPTER IX
124
Dividends
125
Liability for Labor Debts
128
Subscription Liability
130
CHAPTER X
132
Power to Execute
133
Corporate Mortgages
134
Bonds
137
CHANGES IN THE CORPORATE ENTITY 97 How Changes May be Effected
138
Amendment the Stockholders
139
Consolidation
140
Dissolution
143
CHAPTER XII
148
Abatement of Actions by Dissolution
149
Commencement of Suits
150
Return of Officer
155
Waiver of Irregularity
156
Quo Warranto
157
Mandamus
158
Bankruptcy
159
Receivers
161
Executions
163
Evidence
165
PART TWOAnnotated Act CHAPTER I
170
Constitutionality of Act
174
The Term Consolidate
175
Scope of the Act
176
Excluded Purposes
177
Limited Partnership Associations Excluded
179
Manufacturing
180
Mercantile Business
181
Maritime Commerce
182
Acquiring Water Power
183
Making Up the Records
186
A Hint About By Laws
187
Contents of ArticlesName 138
188
144 Contents of Articles Place of Operation
189
Contents of ArticlesPar Value of Shares
190
Contents of ArticlesAffidavit of Valuation
191
Contents of ArticlesDuration
192
AmendmentIncrease and Decrease of Capital Stock
193
Certificate of Amendment
194
Special Provisions Creating Defining Limiting and Regulating Powers
195
Consolidated Corporation LawSection Relating to First Meeting
196
Notice of First Meeting
197
Consolidated Corporation LawSection Relating to Directors
198
Officers and Agents
199
Stock Qualifications
200
Residence of Officers
201
Consolidated Corporation LawSection Relating to Vacancies
202
Commence Business
203
Place of Record
204
Consolidated Corporation LawSection Relating to Quorums
205
Section Page 190 Proxies
206
Consolidated Corporation LawSection Relating to Reports and Notices of Changed Status
207
Annual Report
209
Suspension of Corporate Powers
210
Notice of Change of Status
211
Notice of Default
212
Consolidated Corporation LawSection Relating to Withdrawal of Capital
221
Dividends
222
Liability Extends Only to Debts
223
Foreclosure of Lien
224
Notice
225
Consolidated Corporation LawSection Relating to Secondary Liens
226
Consolidated Corporation LawSection Relating to Levies
227
Liability for Labor Debts
228
Service of Process
229
Franchises
230
Consolidated Corporation LawSection Relating to Seizures
231
Continuance of Corporate Existence
232
General Law
233
General or Common Stock
234
Preference
235
Consolidated Corporation LawSection Relating to Included Acts
236
Included Corporations
237
DIVISION II
239
PART ONECommentaries CHAPTER I
240
Section Page 282 Historical
241
Status of Partnership Associations Limited
244
PART TWOThe Annotated Act CHAPTER II
248
Title
249
Organizers
251
Principal Office
252
Execution of Articles
253
Character of Business
254
Name
255
Officers
256
Valuation
257
Recording Articles
258
Constitutionality of Proceeding
259
Partnership Associations Limited Law Section Relating to Name
260
Transfer of Shares
261
Purpose of Restriction Upon Membership
262
Partnership Associations Limited Law Section Relating to By Laws Meetings and Management
263
Managers
264
Debts and Liabilities Exceeding 500
265
Partnership Associations Limited LawSection Relating to Divi
267
Partnership Associations Limited Law Section Relating to Loans
268
Partnership Associations Limited Law Sections Relating to Vol untary Dissolution
269
veyances Suits and Service of Process
270
Partnership Associations Limited Law Section Relating to Vested Rights
271
Partnership Associations Limited Law Section Relating to Fran chise Fee
272
Partnership Associations Limited Law Section Relating to An nual Report and Notice of Change of Status
273
Penalties
275
Partnership Associations Limited Law Section Relating to Amendments
276
Status of Reorganized Companies
277
DIVISION III
279
PART ONECommentaries CHAPTER I
280
Power of the State to Impose Conditions of Admittance
281
Constitutional Limitations
282
Effect of Compliance with Local Law
283
Status of Foreign Corporations in Michigan Courts
284
Pub Acts 1901 p 316 as amended by Act 34 Pub Acts 1903
286
Foreign Corporation Law Section Relating to Initial Steps
287
Carrying on Business in Michigan
288
Foreign Corporation Law Sections Relating to Franchise Fee
289
Payment of Franchise Fee
290
Refusal to Grant Admittance
291
Franchise Fee upon Increase of Capital
292
Foreign Corporation Law Agents of Unauthorized Companies 362 Criminal Liability of Agents of Unauthorized Foreign Corporations
293
Foreign Corporation Law Exceptions
294
Foreign Corporations Licensed by State Treasurer
295
Foreign Corporation Law Section Relating to Construction of Term Corporations
296
DIVISION IV
299
PART ONEForms of Incorporation
300
Forms of Articles of Association under Consolidated Corporation LawCommon Stock Only
301
LawCommon and Preferred Stock
303
Boiler Companies
306
Garage Companies
307
Hardware Companies
308
Milling Companies
309
Loan Companies
310
Theater Companies
311
Articles of AssociationAmendment Increasing Capital Stock
312
Articles of AssociationAmendment Increasing Capital Stock and Providing for Preferred Stock
313
Articles of AssociationAmendments other Than Increase of Capi tal Stock
315
Form of Resolution Amending Articles of Association
316
Board of Trade
318
Memorial Associations
319
Articles of AssociationPartnership Asscciation Limited Schedule
321
Form of Schedule Describing Patents Contributed to Partnership Association Limited
322
Brokerage Companies
323
Construction Companies
324
Furniture Companies
325
Livery Companies
326
Oil Companies
327
Resort Companies
328
Recreation Companies
329
Traction Companies
330
Form of ByLaws Adapted to Use of Partnership Associations Limited
331
Form of Articles of Association Telephone and Messenger Ser vice Companies
339
Form of Articles of Association Mining Smelting etc Com panies
340
Waiver of Notice of First Meeting of Stockholders
342
Form of Notice of Special Meeting of Stockholders
343
Form of Notice of Change of Status
344
Form of Subscription AgreementAfter Organization
345
Form of ByLaw Prescribing the Manner of Giving Notice of Intent to Foreclose a Stautory Lien Upon the Shares of a Stock holder
346
Form of Published Notice of Sale of Stock Under Statutory Lien
347
Notice of Sale of Pledged Shares
348
Foreign CorporationsApplication for Admittance to do Business in Michigan
349
Minutes of First Meeting of Stockholders
351
Articles of As ation
354
ByLaws
359
Minutes of First Meeting of Board of Directors
365
Certificate of Corporate Seal
370
PART TWO Miscellaneous Corporation Forms Section Page 473 Warranty Deed
371
Mortgage
372
Assignment of Mortgage
374
Release of Part of Mortgaged Premises
375
Discharge of Mortgage
376
Contract
377
Form of Mortgage Deed of Trust
378
Table of Cases
393
Index
417
Copyright

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Popular passages

Page 218 - ... file in the office of the secretary of state, and also in the office of the clerk of the county in which the...
Page 345 - ... the seal affixed to said instrument is the corporate seal of said corporation (or association), and that...
Page 296 - The term corporations as used in this article, shall be construed to include all associations and joint stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships.
Page 266 - ... 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, among as many candidates as he shall think fit; and such directors or managers shall not be elected in any other manner...
Page 258 - Provided always, that no such execution shall issue against any shareholder except upon an order of the Court in which the action, suit, or other proceeding shall have been brought or instituted, made upon motion in open court after sufficient notice in writing to the persons sought to be charged ; and upon such motion such Court may order execution to issue accordingly...
Page 258 - If any execution, either at law or in equity, shall have been issued against the property or effects of the company, and if there cannot be found sufficient whereon to levy such execution, then such execution may be issued against any of the shareholders to the extent of their shares respectively in the capital of the company not then paid up...
Page 149 - All corporations, whether they expire by their own limitation, or are otherwise dissolved, shall nevertheless be continued for the term of three years from such expiration or dissolution bodies corporate for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their...
Page 186 - The Certificate of Incorporation may also contain any provision which the incorporators may choose to insert for the management 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...
Page 214 - ... in the absence of actual fraud in the transaction, the judgment of the directors as to the value of the property purchased shall be conclusive...
Page 42 - Where a corporation is incompetent by its charter to take a title to real estate, a conveyance to it is not void, but only voidable, and the sovereign alone can object. It is valid until assailed in a direct proceeding instituted for that purpose.

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