Cases on the General Principles of the Law of Private Corporations, 1권

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Bowen-Merrill Company, 1902 - 2213페이지
 

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3 Indictments 1321
46
This artificial personality is recognized particularly
51
2 As to the ownership of its property
58
4 As to contracts between the members themselves
65
1 General doctrine 1 1727
67
c Requiring reports 1363
70
c Penal liability 2033
71
d Fraud forgery etc 1663
74
THE CORPORATION AS A COLLECTION OF INDIVIDUALS
79
a Particularly in matters relating to the constitution
87
Secs 35860 1 Ultra vires acts are void because of legal incapacity
89
EXTERNAL RELATIONS 1805
96
c When corporate organization is used as a cloak to
97
3 Fraudulent transfer by pledgee 1674
100
2 To contract or deal with the corporation 1899
110
5 7 Gift of shares 1688
111
THE CORPORATION AS A FRANCHISE
113
Secs 245 2 And particularly this primary franchise belongs to
136
b To compel issue of certificate 1521
141
3 There may be secondary franchises etc owned by
143
Secs 278 4 The offer and acceptance of a franchise make a grant
150
CORPORATIONS AS DISTINGUISHED FROM OTHER INSTITUTIONS
167
3 From fraternity or society
176
5 From costbook companies
182
7 From state institutions
191
Bank of United States v Planters Bank 9 Wheat 904 558
199
Secs 389 b As to purpose
201
1 Quasi
214
Secs 4143 c As to relation to the state corporations are
221
GENERAL DUTIES AND LIABILITIES 1236
225
4 Right of corporation to all profits made by officers by virtue
231
1 As to method of acquiring membership
234
b Certificate and payment in case of increase
244
2 Nuisance obstructing a stream 1239
247
THE BODY CORPORATE
258
7 Malicious prosecution 1256
263
METHODS OF EXERCISE EVIDENCE OF SOVEREIGNS CONSENT
264
c Common law
270
9 Right to share in distribution of surplus assets upon dis
271
3 Plenary
283
2 Other party complainant 1207
285
b Difference between method by general and
296
Contra 1212
300
CHAPTER 3
302
g Extraterritorial effect of a judgment Statute
303
1 To change remedies 1805
306
b May be exclusive but not so unless expressly made so
309
2 Fully performed by other party not enforci
311
CONSTITUTIONAL LIMITS
320
Reasons 1835
323
2 On state legislatures
326
3 On territorial legislatures
332
n Taxation of shares held by aliens 1402
333
APPENDIX
337
PART IV
354
The legislature shall
360
Arcade Railway Co 113 N Y 93
363
The assent of twothirds of
373
PROMOTERS 1767
374
Commiseioners
385
Contra 1217
390
Incorporators under general statutes
391
Its FORMATION OR ITS CONCEPTION
397
Its GENERAL FORM AN OFFER AND ACCEPTANCE
409
Acceptance may be inferred from signing articles holding meet
414
Acceptance is essential 1447
423
THE CHARTERIts CONTENTS
426
b Suits in equity 1709
427
b Usual provisions in the general law
435
Sec 95b Interpretation of charters
441
Consideration of the agreement
448
General form of such contract may be either a statutory
456
The state may make those who incorporate and not those
464
FORMS OF AssociatION CONTRACTS COMMON Law SUB
471
Notice of withdrawal
478
b Offer until acted upon in accordance with its pro
482
c Binding contract from time of making
491
Secs 1112 3 Subscription to agent or trustee
497
5 Application allotment and notice
504
6 Estoppel
510
b Mere offer until performance
528
Note
544
Private corporations
553
2 Ultra vires devises and bequests theories 1232
554
Its Birth AND ORGANIZATION
560
b Immediately upon filing articles without stock subscrip
571
d As soon as the first meeting is held and officers chosen
581
Certificate of stock 2098
583
2 Reasons for not allowing collateral attack upon de facto
625
CONDITIONS OF CORPORATE EXISTENCE BY ESTOPPEL
630
4 Public policy forbids the creation or recognition of cor
642
Sec 172
650
Sec 175
656
Sec 176
662
Sec 178
668
2 Does not make a partnership
677
2 To issue preferred stock or increase or decrease the capital
682
2 Common law contract
687
FUNCTIONS OF MEMBERS DIRECTORS AND OFFICERS
694
OTHER OFFICERS
703
1 In general 1841
707
VISITATION OF CORPORATIONS 1332
729
e Goodfaith shareholder only 1724
742
2 Contract between the state and the corporation
750
THE CORPORATE CREDITORS 1805
752
b Assets are not a trust fund liability is based on fraud 1852
754
5 Contract between the corporation and the members
757
3 To enforce contracts of subscription 1559
759
Power to increase the capital stock
763
Secs 2089 Nature function and purpose of capital stock
766
Secs 5478 e Who are entitled to dividends option contracts 1631
771
2 Care required of officers 1884
772
Capital capital stock surplus and franchise distinguished
778
Capital stockkinds common and preferred
785
Shares of stocknature of
794
g Remedy of shareholders for withholding payment
799
4 As subjects of conversion
804
7 Location of shares for attachment
811
2 When contractual and when penal Enforcement
813
NAME
816
Acquisition of a name
817
Effect of misnomer
825
TITLE VI LIFE MODE OF EXISTENCE AND ACTION
830
Secs 22930 Shareholders meetingnotice
835
Secs 2324 Place of meeting
841
Secs 2356 Directors meeting necessity notice quorum
848
Sec 4345 2 Police control 1344
850
MODE OF ACTION GENERALLY
854
Execution of contracts
862
Rights OF THE STATE 1805
865
Happening of a condition or contingency prescribed in
871
Secs 2445 Surrender
877
Repeal
887
Contracts of shareholders
895
Reversion of land
903
THE CORPORATION AS A SUBJECT AND SOURCE
914
Special capacities
915
CLASSES OF CORPORATE POWERS
925
PARTICULAR POWERS AND LIABILITIES
937
DOCTRINE OF ULTRA VIRES 1176
949
5 Partnership
957
Sec 278 b Contracts restraining trade and competition
967
b In case of foreign corporations general rule 1651
969
c Unincorporated trusts
977
Secs 2824 7 Consolidation
984
d Effect of consolidation upon creditors rights
995
POWER TO ACQUIRE HOLD AND ALIENATE PROPERTY
1007
c Consequences of ultra vires purchase
1014
B By devise
1021
2 To acquire personal property
1040
Exceptions to rule allowing acquisition
1047
2 General rule in the United States
1054
3 Exceptions to the general rule
1060
Tudor Ice Co 104 Mass 239 1326
1065
Secs 3089 c Property charged with a public trust can not
1070
BY THE COURTS 1291
1072
Am Dec 541 extracts
1074
e Power to mortgage
1078
POWER TO ACT IN A PERSONAL RELATION
1087
Under statutes conditions imposed do not generally prevent
1093
Liability to be sued
1099
In what district
1106
Barneds Banking Company In re L R 3 Ch App Cas 105 1051
1111
In the state courtswhere found doing business
1115
What is doing business so as to authorize service of process
1121
General issue at law does not raise question of corporate
1128
Power to confess judgment
1134
b Now generally unnecessary except where required
1137
2 Sufficiency and effect of a seal
1145
The MidWales Railway Co 35 L J C P 205 947
1147
POWER TO MAKE BYLAWS
1153
3 Relation among themselves 1767
1156
2 Transfers
1159
4 Expulsion of members
1165
4 Effect of bylaws
1174
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146 페이지 - 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.
451 페이지 - In the following cases, every agreement shall be void unless such agreement, or some note or memorandum thereof [expressing the consideration], be in writing, and subscribed by the party to be charged therewith.
317 페이지 - ... all the navigable waters of said state, shall be common highways and forever free, as well to the inhabitants of said state as to all other citizens of the United States, without any tax, duty, impost or toll therefor.
348 페이지 - Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time or repealed.
29 페이지 - The franchise, roadway, roadbed, rails, and rolling stock of all railroads operated in more than one county...
712 페이지 - On more than one occasion this court has expressed the cautious circum>pection with which it approaches the consideration of such questions; and has declared that in no doubtful case would it pronounce a legislative act to be contrary to the constitution.
560 페이지 - It is, we think, a sound principle, that when a government becomes a partner in any trading company, it divests itself, so far as concerns the transactions of that company, of its sovereign character,, and takes that of a private citizen.
359 페이지 - No private or local bill, which may be passed by the Legislature, shall embrace more than one subject, and that shall be expressed in the title.
328 페이지 - The General Assembly shall not pass local or special laws in any of the following enumerated cases...
343 페이지 - The Legislature shall have no power to pass any act granting any special charter for banking purposes ; but corporations or associations may be formed for such purposes under general laws.

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