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, Volume 1

Thomas Carl Spelling

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

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Title Page

Table of Contents

285	xliv

Great Western Tel Co v Gray	lix

1231	lxii

780	lxviii

898	lxxv

Biddle	lxxxii

104	lxxxvi

Erie R R	xc

Liability assumed in contract of membership	326

A different rule in New England States	327

When the contract is complete	328

Must have legal validity at time of acceptance	329

Mutual agreements before incorporation	330

197	331

Measure of liability wanting	332

Subscriptions taken by promoters	333

Almy v	xcvi

Green In	cxiii

Definition	1

294	9

Chicago I R Co v Davis 1049	16

CHAPTER II	21

Joint stock companies	29

Reorganization reincorporation and amendment of articles	36

Such general law the measure of authority	47

Evidence of incorporation	53

Issue of corporate existence how raised	59

Powers of de facto corporations	65

Where not estopped	71

No incidental power to become accommodation indorser	73

Smith	81

Or shareholder in another corporation	83

The incidental power must be necessary	84

Grants when permissive and when imperative	85

Construction affected by public interest in the grant	86

Right to an exclusive monopoly never implied	88

Inconsistent and ambiguous provisions in charter	89

Less liberal construction than formerly	90

CHAPTER V	92

Can have but one domicile	94

No extraterritorial franchises can be conferred by a state	96

Comity and the usages of trade	97

Batters Appeal	98

Cannot exceed authority conferred by charter in another state	99

The law of comity will not authorize infringement of local laws	100

Comity a part of the law of the land	101

Corporations not entitled to rights and immunities as citizens	102

Property rights are protected	103

Foreign corporations may be excluded	104

How contracts are affected by failure to comply with conditions pre cedent	107

Constitutional rights distinguished from rights by comity	109

Corporations chartered in two or more states	110

CHAPTER VI	112

Results involved	113

Power in constating instruments	114

Any member may prevent	115

Succession of one corporation to property and rights of another	116

Subsequent sanction effectual	117

Whether consolidating corporations are dissolved	118

What rights and franchises pass to consolidated company	120

Effect upon exemption from taxation	122

Effect of consolidation upon municipal agreements to take stock	123

Consolidation considered with respect to the rights of third parties	124

Substitution and novation necessary	125

Assumption of liabilities by new company	126

Consolidation under general statutes	128

CHAPTER VII	130

The term does not apply in all cases of combination	131

The purpose difficult of ascertainment	132

A trust forestalling and cornering distinguished	134

Legal supervision and control	135

Forms assumed	136

Tying up stocks	138

Pooling arrangements	140

When quo warranto proceedings will lie	141

The law against perpetuities	142

The placing of property in trust usually lawful	143

Mutation of beneficiaries allowable	144

Conclusion	145

CHAPTER VIII	147

Disabling contracts void	149

Applies to corporations formed to supply commodities to the public	150

Application of the principle to railroad companies	151

Statutory authority to lease	152

Public charge attaches in hands of lessee	153

General power to mortgage corporate property	155

Of corporations charged with public duties	156

Mortgages ultra vires in part only	157

Of rolling stock not yet in possession	158

Important as affecting registration	159

Such provision given effect in equity	160

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	169

Cases holding that no legislative permission is required	170

The tendency of legislation	171

What property subject to mortgage	172

Gas and other companies not restricted	173

True test of right to mortgage	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	183

Cases holding a contrary view	185

Further considered	186

Dealings in shares of other corporations	188

Receiving stock as collateral security	189

CHAPTER IX	191

Limitations on authority of agents	192

Authority of agents derived solely from powers of corporation	193

When authority may be presumed	194

To indorse commercial paper	196

Matters within exclusive cognizance of agents	198

Duty of corporation upon the termination of agents authority	199

Conditional authority of directors	200

The true measure of authority	202

Scope of authority of directors	203

Method and power of appointment of other agents by directors	204

The appointment of subagents	205

Directors cannot delegate special powers	206

Executive and ministerial duties may be delegated	207

Construction of agents authority	208

Incidental powers and duties of president	209

Secretary treasurer superintendent etc	213

Execution of conveyances under seal	217

The place of the agents transactions immaterial	219

Ratification a waiver of remedy	221

CHAPTER X	223

Property can be acquired only for legitimate uses of corporations	225

The state alone can object	226

Amount of capital stock no measure	227

Nature and operation of such statutes	229

Purchase and sale includes a holding	230

Estate title and tenure	231

When tenancy in common results	232

Foreign corporations as land owners	234

Capacity to hold as trustee Title as cestui que trust	235

Must have capacity to execute the trust	236

A liberal rule with respect to charitable trusts	237

How affected by doctrine of cy pres	238

Execution of charitable uses	241

Administration of charities by corporations	242

Corporate powers with respect to trusts cannot be enlarged	243

Visitorial power over the trust	244

Modern view of visitorial power	245

Vested in courts of equity	247

English decisions inapplicable	248

Donor may make rules and conditions	249

The rules against perpetuities not applicable to charitable bequests	250

How far the directions of the donor of funds for charitable uses are binding on the corporation	251

Effect of conditions	252

Whether held by society in trust or absolutely	254

Effect of becoming incorporated	255

Sale of property of religious corporations	256

Liens in favor of corporations upon property in their possession	257

Lien not lost by warehousing the goods	258

CHAPTER XI	262

Exercise of the power by private corporations	263

Corporate interest of members not exempt	264

Various instances of its exercise	265

Its exercise of vital importance	266

Legislature may selcct the agency and determine the purpose	267

Exercise of the power by foreign corporations	269

How held by the appropriator	270

The legislature cannot bind the state not to exercise it in the future	272

Only to be exercised for the purposes mentioned and subject to the conditions imposed in the Constitution	273

The compensation to be judicially ascertained	274

The tribunal	275

Green Bay M Canal Co v	276

Treaty with owner	277

The public use	278

Samehow determined	279

Consideration of the question of public use with reference to par ticular corporations	282

When the public purpose and necessity must be plain	283

Due process of law	285

Prescribed methods must be strictly pursued	286

When and what compensation to be made	288

Same with reference to time of payment	291

Competency of evidence of damage	292

Special value	295

Various methods of determining compensation	296

General principles	298

Damages independent of value of lands taken	299

Community benefits not considered	301

Not entitled to damages for independent trespasses	302

Conclusiveness of award	303

Use of streets by railroads	304

Street railways operated by horse power	305

State not entitled to compensation	306

Reversion of the fee in land upon cessation of use	307

CHAPTER XII	308

Defective execution of articles	309

Proceedings after filing articles	310

Notice of subsequent meetings	311

CHAPTER XIII	313

Capital stock corporations	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

The corporation has no common law remedy	334

Contracts to purchase shares	335

Contract of membership defined	336

Must contain essential parts of a contract	337

Where law requires stock books to be kept	338

Issuance of certificate not essential	339

Nor form of contract important	340

Neither party can withdraw	341

General rules governing contracts	342

Subscription in escrow	344

Conditional subscriptions	345

Conditions in municipal subscriptions	346

When taken by commissioners 847	347

The fixed amount of capital must have been subscribed in good faith	348

Requirement founded on justice and public policy	350

Cases in which the objection does not lie	351

When the implied becomes an express condition	352

What subscriptions to be counted	353

Express conditions in preliminary subscriptions	354

What conditions may be inserted	355

Undertakings to locate railroads etc	357

Construction of conditional subscription	359

Colorable subscriptions binding	361

Fictitious subscriptions	362

When subscriptions become payable	363

The rule in Oregon	364

Construction of special provisions	365

Extent of liability to pay assessment	366

Time and mode of payment	368

Stockholders as plaintiff against corporation	370

CHAPTER XIV	372

Membership in voluntary associations	373

Effect of becoming incorporated	374

Business features in all societies	375

Contract where found	377

Limitation as to beneficiaries	379

Baird	380

Designation how made	382

Nature of members interest	384

Requisites of valid designation	385

Failure to designate	386

Change of beneficiary	388

Change must be made in pursuance of bylaws	390

Obligations assumed in contract	394

Fees and dues	396

Liability of members of voluntary associations	397

Voluntary withdrawal	399

Membership in boards of trade clubs etc	400

CHAPTER XV	401

Control of the majority	402

Majority control implied in contract of membership	403

Power of majority to dissolve	404

What constitutes majority	405

A different rule applies to directors meetings	406

Voting rights of the members	407

Stock books as evidence of the right	410

Meaning of legal owner	411

Stock held in trust	412

Collusive transfers	413

Shares owned by corporation cannot be voted	414

Of the place of meeting	415

Guarantee Collection Co	416

Of the mannerof voting	417

Statutory regulations	418

Voting by proxy	420

Notice of meeting	421

Time of notice	422

Manner of giving notice	423

Waiver of notice	424

Meetings must be called by proper authority	425

Election of officers	427

Mode of electing	429

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

Retroactive bylaws invalid	436

Invalid provisions	437

Power given by law to enforce conditions	439

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	444

Validity a question of law	446

CHAPTER XVII	448

Qualifications	449

Directors de facto	450

Term of office	451

Statutory prohibitions and limitations	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	458

Fiduciary relation	459

Strict accountability for ultra vires expenditures	460

Unwarranted payment of dividends	461

Diligence required	462

Cannot serve their own interest at expense of the corporation	464

Termination of fiduciary relation	468

Compensation	470

President may be compensated	472

CHAPTER XVIII	474

Meaning of profits 99866 net profits net earnings surplus etc	476

Duty of directors with respect to dividends	478

When a court of equity will order a dividend paid	479

Greenville etc R R Co v Cath	480

Capital stock cannot be impaired	481

Discretionary power of directors to provide for future maturing lia bilities	482

When dividend becomes property of shareholder	483

Converting surplus into working capital	484

Profits must be distributed impartially	486

Preference may be given by statute articles or bylaws	488

Payment of dividends in scrip	489

Distinction between new allotment and scrip dividend	490

Usually payable in cash	492

Guaranteed dividends	493

Right to dividends as between life tenant and remainderman	494

How far intention of testator controls	496

The New Jersey rule	497

CHAPTER XIX	498

At common law	499

Statutory provisions	500

Memberships in benevolent etc associations	501

Stock book not conclusive	502

Statutory definitions	503

Transfer complete upon assignment and notice to companys agent	504

Transfer of insolvent invalid	506

Knowledge of wrongs no bar to transferee	507

Insolvency and dissolution terminate the right to transfer	508

Compliance with regulations and formalities	509

Transfers in pledge	510

Blank assignments	512

Identity and proof of genuineness of signature	513

When transfer complete	514

Waiver by corporation	515

Duties of parties to transfer	516

The weight of authority favors the right	518

No common law lien	519

Bylaw regulations under statutory authority	520

Construction of statutes authorizing the retention of lien on shares	521

Inconsistency of authority with general law not regarded	523

What constitutes notice to transferee of lien of corporation	524

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

Lamb	530

Same further considered	531

Executory contracts to sell are valid	532

Precautions to be observed with respect to transfers by executors guardians etc	533

Transfers to guardians executors trustees etc	537

Married women infants etc as purchasers of stock	538

Legality and genuineness warranted by corporation	539

Rights between the immediate parties to a transfer	540

663	541

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

Black In	549

Where the transfer is conditional	550

Allen	552

Where pledgee is given power of sale	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	561

Transfer by sale under attachment and execution	564

The situs of stock	565

The property character of shares	566

In what respects negotiable	568

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	576

CHAPTER XX	578

A motion and disfranchisement	579

An essential right of incorporated and voluntary associations	580

Where property rights are involved	582

The proceedingsChargeNotice	584

Paget	586

Conduct of the trial	588

Equitable jurisdiction in cases of simple expulsion	589

Same where property interests are affected	591

Remedies inside association must be exhausted	593

Presumptions in favor of regularity	594

Forfeiture and suspension of contract by its terms	595

Bylaws imposing forfeiture require statutory sanction	597

Reinstatement	598

Common terms and phrases

Popular passages

Page 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.‎

Appears in 531 books from 1819-2008

Page 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...‎

Appears in 259 books from 1798-2006

Page 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...‎

Appears in 130 books from 1876-1992

Page 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.‎

Appears in 278 books from 1830-2008

Page 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...‎

Appears in 216 books from 1819-2007

Page 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.‎

Appears in 71 books from 1830-2004

Page 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.‎

Appears in 195 books from 1875-2007

Page 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.‎

Appears in 52 books from 1855-1988

Page 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.‎

Appears in 104 books from 1803-2004

Page 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.‎

Appears in 203 books from 1776-2006

Bibliographic information

Title	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 ..., Volume 1 Volume 1 of 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, Thomas Carl Spelling 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, Thomas Carl Spelling
Author	Thomas Carl Spelling
Publisher	L. K. Strouse & Company, 1892
Length	1378 pages

Export Citation	BiBTeX EndNote RefMan

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