COMMENTARIES ON THE LAW OF PRIVATE CORPORATIONS WHETHER WITH OR WITHOUT CAPITAL STOCK, ALSO OF JOINT-STOCK COMPANIES AND OF ALL THE VARIOUS VOLUNTARY UNINCORPORATED ASSOCIATIONS BY CHARLES FISK BEACH, JR., 46 OF THE NEW YORK BAR, AUTHOR OF CONTRIBUTORY NEGLIGENCE," "COMMENTARIES ON THE LAW LATELY EDITOR OF "THE RAILWAY AND IN TWO VOLUMES. VOL. I. CHICAGO: T. H. FLOOD & CO. 1891. TO THE HON. THEODORE W. DWIGHT LL. D. WARDEN OF THE LAW SCHOOL OF COLUMBIA COLLEGE UNDER WHOSE LUMINOUS INSTRUCTION EXTENDED THROUGH A LONG SERIES OF YEARS AN UNCOUNTED MULTITUDE OF YOUNG MEN HAVE BEEN EDUCATED IN THE LAW AND FROM WHOSE HAND IN 1881 THE AUTHOR RECEIVED HIS OWN CALL TO THE BAR THESE COMMENTARIES UPON A BRANCH OF THAT SCIENCE IN WHICH HE IS PROFOUNDLY LEARNED AND WHICH HE HAS SO LONG TAUGHT WITH SUCH CONSPICUOUS SUCCESS ARE IN TESTIMONY OF THE AUTHOR'S ESTEEM AND SENSE OF PROFESSIONAL INDEBTEDNESS CORDIALLY AND RESPECTFULLY DEDICATED. PREFACE. In these volumes I have attempted to include all the law of private corporations, whether with or without capital stock, of joint-stock companies, and of all the various so-called quasi-corporations and voluntary unincorporated associations which exist for any private purpose. The scope of the work is therefore somewhat wider than that of any other with which I am acquainted. I have proposed to myself the task of making a treatise which shall cover the entire field of private company law in all its details, using the term "private companies" in its widest modern sense, and I have studiously undertaken not to omit the law, as declared in the decided cases or defined by statute, of any sort of an association which passes for a corporation or a company, aside from partnerships, on the one hand, and municipal corporations on the other. The subject has been approached from the point of view of the corporation itself—in the belief that this is the true angle of incidence for a comprehensive treatment of the law — rather than from that of the share-owners or the officers of the corporation. Such a stand-point has regard to the perspective of the subject, which serves to justify it in theory; and it preserves the proportion of the work and enables the writer to avoid, on the one hand, a partial or one-sided treatment, and on the other a magnified or top-heavy discussion of any branch of the general subject, which should seem to justify it from a practical point of view. I have not attempted a treatise on the law of Ultra Vires, or of Stock and Stockholders, or of Officers and Agents, but have tried to write the law of private corporations. One may well, as a theorist, regard the stockholders, as in some sort the corporation, and their rights and liabilities as those of the company, and a theoretical treatise can be written from that conception of the subject; but in practice every lawyer knows that the perplexing ques |