Commentaries on the Law of Private Corporations, Volume 1

Front Cover
Bancroft-Whitney, 1895 - 8032 pages
 

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Contents

Power of legislature to amend char unless there is a total deviation
67
Effect of want of knowledge of the charters
68
Other alterations immaterial and 96 When acceptance of amendment
82
Illustration amendment
89
SECTION SECTION
99
merchants 179 Soldiers monuments
105
Devolving the power of creating 119 Charters refused with power to con
110
Requisites of charter under Penn Code
114
Lawſul sporting purposes 207 Manufacturing purposes
122
Colleges
147
Ferries
153
Gymnastic purposes
159
Evidence in Such Actions ARTICLE I Corporate Books and Records II Other Matters of Evidence
185
Various Matters of Practice in Such Actions
186
Injunctions in Such Actions
187
Attachments Against Corporations
188
Garnishment of Corporations
189
Mandamus Against Corporations
190
Limitation and Laches
191
Executions Against Corporations ARTICLE I In General II The Writ and Proceedings Thereunder
192
Status and Powers of in General
193
Powers of Foreign Corporations Relating to Land
194
State Laws Imposing Conditions Upon Foreign Corporations
195
Actions by Foreign Corporations
196
Actions Against Foreign Corporations
197
Service of Process on Foreign Corporations
198
Proceedings Against Foreign Corporations by At tachment
199
Proceedings Against Foreign Corporations by Gar nishment
200
CONSOLIDATION
205
SECTION SECTION
215
Defective certificate not prima facie 240 Filing copy with secretary of state
221
Illustrations 248 Certificate of treasury board comp
227
Effect of renewal of charter 269 Stockholders bound to take notice
255
Effect of reorganization after mort majority
261
When new corporations liable for 279 Abortive corporations reincorpo
267
SECTION SECTION
284
View that action abates as to old 407 How averment replied
286
The corporate name in suits existing
290
SECTION SECTION
305
railroad companies 328 Distinction between consolidation
311
Validation by curative statutes 331 Railroad companies combining
317
Jurisdiction not parted with or account for profits
323
effect of guaranty that tion
344
Rights of consolidated company 360 What in case the original subscrip
355
SECTION SECTION
365
Special immunities pass by the con exchange bonds for stock of con
371
Rule does not apply to bona fide sale 399 Consolidated company subject
377
SECTION SECTION
395
Meaning of the term promoter 427 Further of the English rule
415
English view that promoters not one may be pleaded in abatement
421
Liability to subscribers for their 447 Release by contract of right to
440
In returning deposits breach of trust against promoters for fraud
446
SECTION SECTION
456
Not necessary to rescind the whole joint or several
462
SECTION SECTION
480
Limitations of rule of corporate lia theory of estoppel
486
Divergence of views on the subject 506 Effect of this doctrine upon
495
Limitations of this doctrine ration
502
Power to confer right of eminent charters
512
SECTION SECTION
518
RIGHT TO VOTE
574
Accepting charter after date of 590 Acts curing defects in the organ
576
States in which applicable only to 597 Creation of a park district outside
582
Special act not made general by leg corporations to subscribe
589
Acceptance necessary if corpora
594
SECTION SECTION
607
Act creating a corporation etc more than one subject and hence
613
Instances of statutes containing sub 624 Illustrations of titles of amendatory
619
RESTRAINTS AS TO THE MODE OF PASSING LAWS
632
VARIOUS OTHER RESTRAINTS AND PROVISIONS
643
Further of this subject from general laws
649
SECTION SECTION
665
conduct injurious
692
SECTION SECTION
700
Who may call the meeting 714 Notice dispensed with by unani
704
Requisites of the notice 720 Adjournment to a subsequent
710
SECTION SECTION
725
Execution surviving partners trus for voting by proxy
731
SECTION SECTION
745
The count 755 Statutory provisions as to cumula
751
CONTESTING THE ELECTION
761
A civil proceeding number of votes where success
767
Misjoinder of parties 789 Presumptions in favor of regular
773
CHAPTER XVI
792
SECTION SECTION
793
Distinction between amotion and 801 These observations applicable to cor
799
Power resides in corporation alone 824 Instances under the foregoing rule
803
Bribery 830 Several writs where there are sev
809
Must not disturb vested rights 1041 Making the corporation a judge
812
Other grounds of removal of removal
815
Illustrations of municipal bylaws 1046 Bylaws regulating the conduct
818
Exception in the case of continued ings by mandamus
821
The ancient law on this subject 1050 Regulating corporate elections
826
SECTION SECTION
846
THEORIES AS TO THE NECESSITY OF PAYING
849
Validity of bylaws providing for 863 Frauds upon the society
851
Shares are personal property
857
CHAPTER XX
869
Reason of the rule other
875
SECTION SECTION
881
CHAPTER XXI
898
Manner in which acceptance mani
899
904 Mandamus to restore member 919 Not sufficient that the decision
904
Injunction in case of unincorpo 923 Doctrine that courts will not inter
910
Contract to exercise judgment bona corporation
916
Whether presumable in the case
931
CHAPTER XVIII
933
no extraterritorial
942
THEORIES AS TO THE CONSIDERATION
944
Illustrations of this principle
951
SECTION SECTION
955
A similar view in England 1229 Where subscription made after
960
SECTION SECTION
962
Management of property regulation 976 How amended repealed
968
OTHER THEORIES AND HOLDINGS
970
SECTION SECTION
978
Canal companies 992 Insurance companies
984
Preliminary 1283 Changing the name
988
View that change sanctioned by mitted to jury
997

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Page 577 - The general assembly shall provide by law, that in all elections for directors or managers of incorporated companies, every stockholder shall have the right to vote, in person or by proxy, for the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle...
Page 2 - 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.
Page 390 - The credit of the State shall not, in any manner, be given or loaned to, or in aid of, any individual, association or corporation...
Page 385 - 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.
Page 380 - The General Assembly shall not pass local or special laws in any of the following enumerated cases, that is to say : Regulating the jurisdiction and duties of justices of the peace and of constables; For the punishment of crimes and misdemeanors...
Page 393 - No county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in, or bonds of, any association or corporation; nor shall any such county, city, town or village be allowed to incur any indebtedness except for county, city, town or village purposes.
Page 868 - To lay with one hand the power of the Government on the property of the citizen and with the other to bestow It upon favored individuals to aid private enterprises and build up private fortunes is none the less a robbery because it is done under the forms of law and is called taxation.
Page 387 - The General Assembly shall have the power to alter, revoke, or annul any charter of incorporation now existing and revocable at the adoption of this Constitution, or any that may hereafter be created, whenever, in their opinion it may be injurious to the citizens of this Commonwealth, hi such manner, however, that no injustice shall be done to the corporators.
Page 384 - No corporation shall be created by special laws, or its charter extended, changed or amended, except those for charitable, educational, penal or reformatory purposes, which are to be and remain under the patronage and control of the state, but the general assembly shall provide, by general laws, for the organization of all corporations hereafter to be created.
Page 545 - M. , for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

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