Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Volume 1

Charles Fisk Beach

T.H. Flood, 1891 - 1487 pages

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Index

Page	xxxviii

433	xl

393	xli

VISITATION AND HEREIN OF COMBINATIONS POOLS AND TRUSTS	xlii

What kind of property may be accepted	xliii

871	xlviii

Whether unsecured creditors may procure appointment of	l

cate	lv

The presidents powers in respect of negotiable paper	350

Bank presidents	353

Compensation of the president	355

Of general managers and superintendents	357

Authority of general manager to engage legal and medical services	359

Admissions and representations of general managers	360

Of the treasurer	361

The treasurers authority to borrow and give security	362

CHAPTER XLIII	lviii

References between bonds coupons and mortgages	lxiii

694	lxix

Formal requisites of negotiability of coupons	lxxvii

Introductory	lxxxix

SHAREHOLDERS DEFENSES TO CREDITORS BILLS	xci

Introductory	xciv

Pools	c

Actions upon coupons	civ

CHAPTER XXXIII	cvi

878	cvii

846	cviii

603	cxi

Forfeiture and cancellation of stock	cxv

Suits by a single shareholder	cxvi

847	cxx

CHAPTER XXVIII	cxxiv

The decree of foreclosure	cxxvi

608	cxxvii

Registration as evidence and notice	cxxxi

Power to mortgage	cxxxii

TAXATION OF CORPORATIONS	cxxxiii

Recovery of dividends illegally declared	cxxxiv

The Standard Oil Trust	cxxxvi

886	cxl

DISSOLUTION AND REORGANIZATION	cl

1103	cliii

Dissolution by the voluntary act of the corporation Sur	clviii

Tenure of property as affecting liability for taxes	clxiv

e Purchasers at sales of forfeited stock	clxvii

Mandamus to compel calls	clxxiii

1173	clxxiv

895	clxxv

Necessary allegations in complaints against corporations	clxxx

1174	clxxxi

INTRODUCTORY	1

Creation by implication	7

General enabling acts	13

The regularity of an incorporation not to be questioned col	20

Of the distinction between a franchise and a license	21

CHAPTER II	29

g Telegraph and telephone companies	54

31	55

Of the power of eminent domain	61

37	67

Nul tiel corporation a In general	70

The legislative discretion not to be questioned judicially	73

824	84

Of forfeiture	85

89 Of the notice	89

The fact of forfeiture not to be collaterally tried	94

Of trust agreements as a ground of forfeiture	104

The same subject continued	110

Actual or prospective injury to the public to be proven	116

The trust fund doctrine not recognized in England	122

Membership not dependent upon possession of certificate	127

CALLS	130

Page	139

Of the rights and powers incident to membership In gen	142

The right to examine the books and records of the company	149

Nature and service thereof	159

Assent of members to constitution bylaws and rules	162

94	174

CHAPTER VI	180

The same subject continued	186

105	193

Actions for benefits 1411	198

107	199

The same subject continued	205

f Delay in prosecuting the purpose of the undertaking	211

b The transferrers	216

Applications of the trust fund doctrine a Liability	222

Distribution of assets among shareholders	224

120	229

Registration of transfer necessary to relieve the transferrer	247

e Legatees and distributees	253

j Infants	260

612	266

CHAPTER VIII	267

CHAPTER IX	270

151	277

PARTNERSHIP LIABILITY OF MEMBERS Page 159 Liability of members a From acts prior to incorporation	287

The same subject continuedPreliminary expenses	288

The same subject continued Incorporation of partnerships	291

b From illegal and irregular incorporation	293

c From fraud	296

d From migration of corporation	297

e From continuance of business after dissolution	299

Voluntary associationsa When treated as partnerships	301

b No liability from the mere fact of membership	303

c Liability dependent upon pledging of personal credit	304

d Degree of authorization	305

Social clubs	306

Mutual benefit societies	307

Lodges	308

Stockexchanges	309

Political associations and campaign committees	310

Costbook mining companies	311

Cartrust associations	312

CHAPTER X	315

Officers de facto	317

Terms of office	318

Amotion from office	319

Notice to agent notice to company	320

Scope of authority of officers and agents	321

Scope of authority determined by the bylaws and by custom	322

Necessarily incidental powers	323

Authority to issue negotiable paper	324

Authority of certain minor officers and agents	325

Authority of promoters	327

Misrepresentations of officers and agents	328

Unauthorized acts of officers and agentsa In general	329

b Ratification by the corporation	331

c Ratification by directors and other officers	332

Ratification by acquiescence	334

Ratification by acceptance of benefits	335

Ratification of acts of promoters	337

Enforcement of its promoters contracts by the corporation dependent upon ratification	340

The same subject continuedCompensation of promoters	342

CHAPTER XI	345

The presidents power to contract for the company	347

Necessarily incidental powers of the president	349

Liability of the company and of the treasurer for his fraudu lent acts	363

Of the secretary	364

Of pastors of churches	366

CHAPTER XII	368

Managing boards of voluntary associations	370

Managing boards of churches	371

Directors of companies having capital stock must be share holders	372

A portion of the directors must be residents	374

Amotion of directors	375

Directors must act as a board	377

Supplying vacancies in the board of directors	379

Directors powers	380

Powers of railway directors	383

Limits of the directors powers	384

How far directors may delegate their powers	385

The same subject continued Executive committees	386

Shareholders control of the directors	387

Directors de facto	389

The same subject continued	390

CHAPTER XIII	392

The fiduciary position of promoters	394

238 The same subject continued	395

Of sales of property to corporations by promoters	396

Fiduciary position of directors a Toward the corporation	397

b Toward corporate creditors	398

Contracts between directors and the company voidable	399

Public property taken by eminent domain	400

The same subject illustrated	403

Secret profits	405

Directors entitled to security for loans to the company	407

Dealings by directors in the companys bonds and stock	409

Contracts between companies having directors in common	410

Consummation of fraudulent contracts may be enjoined	411

CHAPTER XIV	413

Ability and honesty required	415

Liability upon contracts	416

Mistakes of law	417

Joint and several liability	420

To whom liable a In general	421

b To the corporation	423

c To creditors	425

Ultra vires contracts executory only	426

Liability for debts of the company	427

For what debts liable	428

For false reports	430

For failure to make reports	431

For acts of appointees	432

How liability is fixed	434

Procedure to enforce liability	436

Contribution	438

Liability of officers other than directors	439

Liability of officers upon contracts	441

Provisions of the New York Penal Code	443

Procuring withdrawal of opposition to charter	445

Promoters liability on failure of scheme	447

Liability of directors and promoters for false prospectuses The English Act of 1890	448

CHAPTER XV	452

Called or special meetings	455

Qualifications of voters a In general	456

b Trustees executors etc Trustees for the company itself	458

Conspiracy	460

stock	462

b In voluntary associations	464

Notice of meetings	465

Distinction between capital and capital stock	466

Notice to be unconditional	469

Notice to directors absent from the State	472

Stockholders right to subscribe to new stock	473

Notice to specify time place and purpose of meeting	474

Compelling attendance	475

Place of holding members meetings	476

Place of meeting to accept charters and to organize the company	478

Place of holding church meetings	480

Estoppel from pleading illegality of the place of meeting	482

Time of meeting	483

Premature convening of meeting	484

Adjourned meetings	486

Minutes	487

Irregularities	489

Personal liability of corporate agents overissuing stock	490

Trick secrecy surprise and bribery	491

Elections	493

Failure to call meetings or to hold valid elections	495

Eligibility	496

Cumulative voting	497

Judicial review of elections	498

Proxies	499

Voting trusts Combinations among shareholders	501

The same subject continued	502

The same subject continued The Reading Voting Trust	505

The same subject continued The Wisconsin Central Voting Trust	507

CHAPTER XVI	510

The province of bylaws	511

The power to make bylaws a Incidental to corporate existence	512

b In whom vested	513

b Meaning of repugnancy to the law	514

c Against public policy In general restraint of trade	515

d In partial restraint of trade	517

Limitation of the amount of a single subscription	520

Municipal subscriptions as affected by consolidation	526

CHAPTER XVII	529

Conditions precedent	532

Waiver of performance	538

Powers and duties of interState companies	549

Specific performance Damages	551

Public rights and duties of the new company	555

The same subject continued	561

Payment by instalments Calls	565

Mortgage debts and liens	567

Place and time for payment	572

Consent of shareholders	573

Enjoining unauthorized consolidations	579

What is carried by a lease	581

The companys claim for deficiency	588

CHAPTER XIX	606

Sales by directors and officers	614

Illegal corporate holdings	615

The same subject continued	620

Power to borrow money	622

Remedies for fraud and misrepresentation	626

Page	628

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Bibliographic information

Title	Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Volume 1 Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Charles Fisk Beach
Author	Charles Fisk Beach
Publisher	T.H. Flood, 1891
Original from	the University of Michigan
Digitized	28 Jun 2012
Length	1487 pages

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Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Volume 1

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