A Manual of Corporate Organization: Containing Information, Directions and Suggestions Relating to the Corporation of Enterprises

Front Cover
Ronald Press, 1908 - 388 pages
 

Contents

Nature of the Subscription Contract
24
Form of Subscription Contract
26
Underwriting Agreements
28
Contracts Prior to Incorporation 13 Status of Corporation upon Organization 14 Status of Contracting Parties
29
Agreements between Incorporators
30
Promoters Contracts
31
Option Contracts
32
Trustees Contracts
33
Effect of Failure to Incorporate
34
Where to Incorporate 20 General
35
Domestic Incorporation 22 Foreign Incorporation
36
Cheap Incorporation
39
Reputation of Different States
40
Corporate Laws of Different States
41
Liabilities Imposed in Different States
42
Protection of Minority in Different States 28 General Rules for Selection of State
43
General Chapter V Cost of Incorporation 30 Organization Fees and Annual Taxes
45
Avoiding Fees and Taxation
47
Counsel Fees
51
Corporate Equipment
52
STOCK AND STOCKHOLDERS Chapter VI The Capitalization 34 Basis of Capitalization
54
Capitalization at Less than Real Values
56
Capitalization at Real Values
57
Capitalization on Earning Capacity 38 Capitalization of GoodWill
58
General Chapter IX FullPaid Stock
59
Form of Capitalization 40 Bond Issues
60
Financial Exigencies
61
The Stock System 42 Capital Stock
62
Shares
63
Certificates of Stock
64
Unissued Stock
65
Issued Stock 47 FullPaid Stock
66
Common and Preferred Stock 49 Other Classifications
67
Legal Status of Treasury Stock
68
Preferred Stock 50 General 51 Preference as to Dividends
69
General
70
Functions
71
Preference as to Assets 53 Cumulative Dividends
72
Participation in General Dividends
73
Redemption Right
74
Relations to Directors PART III THE CHARTER
75
Voting Rights 57 Convertible Stock
76
Founders Shares
77
Business Corporations
78
Public Utility Corporations
79
General Chapter XV The Corporate Purposes
92
Single Purpose
93
Comprehensive Purposes
94
Illegal Purposes
95
Things Ultra Vires
96
General
97
Financial Corporations 81 Charter Details
98
Application for Charter
99
Preferred Stock
100
Incorporators 883 Who may Incorporate
101
Number of Incorporators 85 Functions of Incorporators
102
Incorporators as Stockholders 87 Dummy Incorporators
103
Duration
104
The Corporate Name 88 How Secured
106
Selection of Name 90 Right to Corporate Name
107
Changing the Corporate Name
108
Classification
109
Standing Committees III General Chapter XIX Special Provisions
110
Usual Objects
112
Cumulative Voting
113
Classification of Stock
114
Corporate Stockholding
115
Limitations on Indebtedness
116
Limitations on Salaries
117
Sundry Provisions
118
General
119
Signing and Acknowledgment
120
Filing
121
Certified Copies
122
General
123
Voting Trusts
125
Amendment of Charter 124 Subject Matter 125 Procedure
137
THE BYLAWS Chapter XXII General Considerations 126 Function of ByLaws
139
Subject Matter
140
Power to Make
141
Arrangement
142
Preparation
143
Adoption of First ByLaws
144
Preliminary Chapter XXIII Stock
146
Certificates of Stock
147
Transfers of Stock 135 Transfer Agent and Registrar
148
Stock and Transfer Books 137 Preferred Stock
149
Treasury Stock 139 Lost Certificates
150
Stockholders 140 Annual Meetings 141 Special Meetings
151
Officers of Meetings
152
Notice of Meetings 144 Voting
153
Certified List of Stockholders 146 Election of Directors
154
Quorum
155
Proxies 149 Order of Business
156
Directors 150 General Considerations 151 Number and Qualifications
157
General Powers 153 Classification
159
Vacancies 155 Meetings
160
Notice of Meetings
161
Quorum
162
Election of Officers
163
Removal of Officers 160 Compensation of Directors 161 Power to Pass ByLaws
164
Order of Business
165
Powers
166
Procedure
171
Officers 168 Enumeration Qualifications
173
Presiding Officers
174
Secretary 171 Treasurer
175
Managing Officers 173 Counsel Auditor
177
Assistant Officers
178
Delegation of Official Powers 176 Salaries
179
Removals Vacancies
180
General Chapter XXVIII Dividends and Finance 179 Dividends 180 Reserve Funds 181 Limitations of Debt
181
Bank Deposits 183 General
183
Sundry Provisions 184 Corporate Seal 185 Penalties
184
Other Business
195
First Meeting of Directors 196 General
196
Minutes
197
Opening the Meeting 199 Election of Officers
198
Adoption of Stock Certificate
199
Acceptance of Subscriptions
200
Exchange of Stock for Property 203 Financial Provisions
202
Other Business
203
Issuance of Stock for Property
204
General
205
Present Doctrine
206
Cases in Point
207
Resumé of Doctrine
208
Property that may be Received
209
Usual Procedure
210
Donation of Stock to Treasury
211
212 The Promoters Function
212
Promoters Relation to Corporation
213
Illegal Arrangements
214
Legitimate Arrangements
215
Incidental Liabilities
216
Restrictions on Sale of Stock
217
General
218
Method
219
221 General
221
Distinctions
222
How Formed
223
Legal Status
224
Requisites
225
Restriction of Stock Sales
226
General Chapter XXXVI Protection of Minority
227
Rights of Minority at Common
228
Encroachment on Minority Rights
229
Protective Measures
230
Cumulative Voting
231
Classification of Stock
232
Voting Trusts
233
Special Arrangements
234
Annual Audits
235
Charter Limitations
236
General Chapter XXXVII Protecting an Inventor
237
SUNDRY CONSIDERATIONS
238
Classification of Stock
239
Voting Trust
240
Cumulative Voting
241
Specified Majorities
242
Limitation of Expenditures
243
Assignment of Patent to Trustee
244
Reservation of Royalties
245
General
246
Name
247
Capitalization
248
Exchange of Property for Stock
249
Stock Adjustments
272
Board of Directors
274
Maintenance of Agreed Management a By Voting Trust
275
b By Voting Requirements c By Classification of Stock
276
Officers
278
General Chapter XXXIX Holding Corporations 255 Statutory Enactments
279
Present Status
280
Limitations
281
Parent Companies
282
General Chapter XL Industrial Combination
283
Preliminaries
284
Option Agreements
285
Inspection and Appraisements
286
Underwriting
288
Organization
289
Form PART VII FORMS AND PRECEDENTS Chapter XLI Charter Forms 1 Connecticut Charter
290
Delaware Charter
291
Maine Charter
293
South Dakota Charter Form
295
Special Charters 5 New York Charter
297
New Jersey Charter
298
New Jersey Charter Form
303
Simple Form Midvale Realty United States Steel Chicago Subway Chapter XLIII ByLaw Forms
307
Extended Form
310
Comprehensive Form Form
317
Underwriting Agreements II United States Shipbuilding Company
331
Globe Telegraph Company Form
333
Voting Trust Agreements 13 Glen Harbor Improvement Company
335
Colorado Western Railroad Company
336
Subscription List 20 Subscription List Trustees Agreement with Promoters
344
Subscription List Preferred Stock with Bonus
346
Subscription Agreement Payable in Stock Form
347
Receipts for Stock Subscriptions 23 Trustees Receipt
349
Treasurers Receipt for Instalment Payment 25 Treasurers Receipt for Stock Subscription
350
Stock Scrip
351
Endorsement Form for Stock Scrip 28 Assignment of Subscription and Payments Form
352
Stock Certificates and Stock Books
354
Stock Certificate Common
355
Stock Certificate Preferred
357
Voting Trustees Certificate
358
Assignment of Voting Trustees Certificate
359
Assignment of Stock Certificate 34 Stock Transfer Book
360
Stock Book or Stock Ledger
362
First Meetings
364
Minutes Stockholders
365
Call and Waiver of Notice Stockholders
367
Proxy 39 Inspectors Oath and Report
368
Waiver of Notice of Assessment
369
Minutes Directors
370
Call and Waiver Directors
372
Secretarys Oath of Office 44 Proposal to Exchange Property for Stock
373
Assignment of Subscriptions Form
374
Option Agreements 46 Option on Capital Stock
375
Option on Business and Property
377
Option on Real Estate
378
Option on Corporate Plant and Business
379
Corporate Option Payment in Stock
381
Assignment of Option
385
Advantages Chapter XXXIV Underwriting
394
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Page 328 - Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Page 253 - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
Page 305 - ... may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of a successor.
Page 306 - The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions...
Page 309 - Board, and shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors.
Page 304 - V. The names and post-office addresses of the incorporators, and the number of shares of stock for which severally...
Page 359 - For value received hereby sell, assign and transfer unto shares of the *capital stock represented by the within certificate and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the within named company with full power of substitution in the premises.
Page 126 - 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...
Page 314 - The members of said board shall hold office for the term of one year and until their successors are elected and qualified.
Page 301 - Any officers elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employee of the company may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors.

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