OKLAHOMA.

Stockholders generally liable only to extent of unpaid balance on stock; but in industrial corporations jointly and severally liable for debts due mechanics, workmen and laborers if action is brought within four months. Directors declaring dividends except from surplus profits, or dividing or paying to stockholders any part of capital, or reducing capital except as provided by law, or creating debts beyond subscribed capital, jointly and severally liable in event of dissolution to amount of such dividend, reduction or debt. Absent directors and those causing dissent to be entered on directors' minutes not responsible. Officers and directors making false statements in any report, etc., in relation to corporation or its business jointly and severally liable for all damages. Directors of corporations violating any statute provisions and thereby rendering it insolvent jointly and severally liable for all debts contracted after such violation.

OREGON.

Stockholders, except in banking corporations, liable only to extent of amount unpaid on their stock. Directors declaring dividends when corporation is insolvent, or which render it insolvent, or diminish amount of capital, jointly and severally liable for debts then existing or incurred while they remain in office. If by any official act or conduct they fraudulently induce any person to give credit to the corporation, they are liable for any loss sustained. Any director voting against such dividend, etc., or, if absent, filing objections as soon as it comes to his knowledge, is exempt.

PENNSYLVANIA.

Stockholders are liable for unpaid balance on stock; also to extent of their stock for amounts due laborers, clerks and operatives, for services rendered within six months before demand on corporation. Directors declaring dividends when company is insolvent, or which would render it insolvent, jointly and severally liable to extent of such dividend for all debts then existing, or thereafter contracted while they continue in office. Directors absent or objecting exempted by filing objections with clerk of company. Making false statements in writing as to business or affairs of corporation is a criminal offense.

THE PHILIPPINES. ·

There is no provision in the Corporation Law imposing any statutory liability either on stockholders or directors.

PORTO RICO.

Stockholders liable only for unpaid balance on stock. Directors and officers signing false certificate or notice jointly and severally liable for debts contracted while directors or officers. Directors authorizing indebtedness in excess of paid-up capital, or of value of property and assets, jointly and severally liable for such indebtedness. Directors declaring dividends except from surplus profits, or dividing or paying any of capital

to stockholders, or reducing capital except as authorized by law, jointly and severally liable, in event of dissolution or insolvency, for amount of such dividends, etc. Director not assenting may exonerate himself by causing dissent to be entered on directors' minutes at the time, or when he learns of such act.

RHODE ISLAND.

Stockholders in manufacturing companies are jointly and severally liable for debts, but only to extent of their shares fully paid up, until whole capital is paid in and certificate recorded. Directors declaring dividend when corporation is insolvent, or which would render it insolvent, jointly and severally liable to extent of such dividend for debts then existing or thereafter contracted while they remain in office. Absent or dissenting directors filing objection with clerk of company, exempt. Directors authorizing debts in excess of capital paid in, liable to extent of such excess for debts then existing or thereafter contracted while they remain in office and until debt reduced to amount of capital stock. Absent or objecting director exempted by giving notice to stockholders at meeting which he may call. If any part of capital be withdrawn from payment of debts contracted before filing certificate of reduction of stock, directors jointly and severally liable for payment of such debts.

SOUTH CAROLINA.

Stockholders in insolvent corporations, except banks and banking institutions, liable only to amount remaining due to corporation on their stock. Directors are criminally liable for fraudulent misrepresentation in certificate as to increase or decrease of capital, or false statement as to condition of corporation, or for declaring dividends not actually earned.

SOUTH DAKOTA.

Stockholders, except in banks, liable only to extent of amount unpaid on stock. Directors jointly and severally liable for illegally reducing capital stock, for making dividends except from surplus profits, and for creating debts beyond subscribed capital stock, to amount so divided, withdrawn, paid out or reduced, or debt contracted. If by violation of statutes applying to business corporations they render it insolvent, they become liable for all debts contracted after such violation. They are liable also for damages occasioned by false representations as to corporation or its business.

TENNESSEE.

Stockholders are liable to extent of unpaid subscription, and transfer of stock does not relieve from liability; in mining, quarrying, manufacturing and certain other corporations, they are liable also for debts due to laborers, servants and employees. Directors declaring dividends when company is insolvent, or which would diminish amount of capital stock, jointly and severally liable for amount of dividends. Director voting against dividend, or filing objections as soon as he learns of it, exempt. Diversion of funds of corporation to other objects than those mentioned in

act of incorporation, payment of dividends leaving funds insufficient to pay liabilities, keeping false books or making false reports, intentional fraud in not complying with articles of incorporation or in deceiving the public or individuals as to liabilities, renders all participating officers, stockholders or directors subject to penalties, and liable for damages to persons injured.

TEXAS.

Stockholders liable only to extent of amount unpaid on stock. Directors declaring dividend when company is insolvent, or which would make it insolvent, jointly and severally liable to extent of such dividend for all, debts then existing, or thereafter contracted while they are in office. Director absent or objecting may file objection with secretary and be exempt.

UTAH.

Unless act of incorporation otherwise provides, stockholders, except in banks, liable only to extent of balance unpaid on stock. Directors making dividends except from surplus profits, or withdrawing or dividing any part of capital stock except as provided by law, or receiving notes in payment of instalment on stock, or to enable stockholders to withdraw money paid, or receiving stock or bonds of other companies for those of their own, or making false representation as to condition of corporation, guilty of misdemeanor. Director dissenting and causing dissent to be entered on directors' minutes, exempt.

WASHINGTON.

Stockholders are liable only for amount unpaid on their subscription to capital stock. Directors declaring dividend except from net profits, or withdrawing and dividing among stockholders any part of capital, or reducing capital stock except as provided by law, jointly and severally liable, in case of dissolution, for amounts so paid or divided. Those not present, or causing dissent to be entered on minutes, not responsible. Directors authorizing false statements of condition or affairs of corporation liable to fine and imprisonment.

WEST VIRGINIA.

Stockholders, except in banks, liable only to amount of stock subscribed for and unpaid. Directors present at meeting of board where dividend is declared diminishing the capital, and not causing their dissent to be entered on record, jointly and severally liable for amount of such diminution, and every stockholder liable for amount of capital so received by him.

WISCONSIN.

Stock can be issued only on payment of full value in money, labor or property, and stockholder liable only for unpaid subscription. Stockholder receiving dividends not declared from net profits, or impairing capital, liable for return of same, unless capital be made good. If capital be diminished by corporate vote, stockholder liable for all debts then unpaid to

extent of amount paid him, and stockholders voting for such diminution jointly and severally liable to creditors for whole amount of such diminution, but with right of contribution from other stockholders. Stockholders, except in railroads, liable to amount equal to that of their stock for debts due to clerks, servants and laborers, for not exceeding six months' services. If stock not fully paid be transferred, corporation may agree to discharge holder and accept liability of new owner for amount unpaid, but original owner still liable to the then creditors, and those becoming such within six months. Directors declaring dividend before capital stock is all paid in, when corporation is insolvent, or in danger of insolvency, jointly and severally liable for debts then existing. Directors and officers making false statements in writing as to affairs of corporation with intent to deceive or defraud subject to penalty.

WYOMING.

Stockholders are liable only to extent of unpaid assessments on stock. Directors declaring dividends when corporation is insolvent, or which would render it insolvent, or diminish the amount of capital stock, jointly and severally liable for all debts then existing and all thereafter contracted while they remain in office; directors objecting, and before time for payment of dividend filing objection with clerk of corporation and register of deeds, exempt. Directors publishing false statements as to condition or affairs of corporation, subject to fine or imprisonment.

CHAPTER XIX.

ARBITRATION.

SECTION I.

OF THE SUBMISSION AND AWARD.

THE law favors arbitration in many respects as a peaceable and inexpensive mode of settling difficulties. Parties may agree to refer a question by an oral agreement, or by a written agreement. The form is not essential. But it is always best to reduce the agreement to writing, and to express it carefully. parties may, in many of our States, go before a magistrate and agree to refer in the manner pointed out by the statute. In all of them a case may be taken out of court and submitted to referees under an order of court.

But

The first essential of an award, without which it has no force whatever, is, that it be conformable to the terms of the submission. The authority given to the arbitrators should not be exceeded; and the precise question submitted to them, and neither more nor less, should be answered. Neither can the award affect strangers (or those who are not parties to it); and, if one part of it is that a stranger shall do some act, it is not only of no force as to the stranger, but of no force as to the parties if this unauthorized part of the award cannot be taken away without affecting the rest of the award.

Nor can it require that one of the parties should make a payment, or do any similar act, to a stranger. But if the stranger is mentioned in an award only as agent of one of the parties, which he actually is, or as trustee, or as in any way paying for, or receiving for, one of the parties, this does not invalidate the award. And in favor of awards, it has been said that this will be supposed, where the contrary is not indicated.

If the award embrace matters not included in the submission, it is fatal. If however, the portion of the award which exceeds the submission can be'separated from the rest without affecting the merits of the award, it may be rejected, and the rest will stand; othewise the whole is void. If the submission specify the particulars to which it refers, or if, after general words, it make specific exceptions, its words must be strictly followed.

If these words are very general, they will be construed liberally, but yet without extending them beyond their fair meaning. On the other hand, all questions submitted must be decided, unless the submission provides otherwise; and either party may object to an award, that it omits the decision of some question submitted; but the objection is invalid if it be shown that the party objecting himself withheld that question from the arbitrators. Nor is it necessary that the award embrace all the topics which might be considered within the terms of a general submission. It is enough if it pass upon those questions brought before the arbitrators, and they are so far distinct and independent that the omission of others leaves no uncertainty in the award. If the award does not embrace all of the matters within the submission which were brought to the notice of the arbitrators, it is altogether void.