Corporation Procedure: Law, Finance, Accounting

Front Cover
Ronald Press Company, 1922 - 1689 pages
 

Contents

WHERE TO INCORPORATE
50
COST OF INCORPORATION
60
Part IIIThe Stock System IX THE CAPITALIZATION
69
STOCK
79
PREFERRED STOCK
85
FULLPAID STOCK
99
TREASURY STOCK
102
SHARES WITHOUT PAR VALUE
111
Publication Notice of Annual Meeting
122
Publication Notice of Annual Meeting
123
Publication Notice of Annual Meeting
124
DIRECTORS MEETINGS
139
Oath of Inspectors of ElectionNew York
162
Certificate of Inspectors of ElectionNew York
163
Acknowledgment of Inspectors Certificate
164
CHARTERGENERAL CONSIDERATIONS
165
CHARTERINCORPORATORS
172
CHARTERTHE CORPORATE NAME
177
CHARTERTHE CORPORATE PURPOSES
182
CHARTERSTOCK LOCATION AND DURATION
187
PAGE
188
VII
190
CHARTERTHE BOARD OF DIRECTORS
192
3
195
7
196
CHARTER SPECIAL PROVISIONS
199
CHARTEREXECUTION AND FILING AMENDMENT
208
Part VIThe ByLaws XXVIII BYLawsGeneral ConsIDERATION
215
BYLAWSSTOCK
222
BYLAWSSTOCKHOLDERS
228
BYLAWSTHE BOARD OF DIRECTORS
235
Notarial AcknowledgmentNew York
236
Power of AttorneyTo Receive Dividends
237
Power of AttorneyTo Collect Money
238
Power of AttorneyTo Deliver Deed
239
Power of AttorneyTo Manage Sell and Deed Land
240
Revocation of Power of Attorney CORPORATE CONTRACTS AND ASSIGNMENTS
241
Corporate Contract
242
Corporate Bill of Sale
243
13
244
BYLAWSSTANDING COMMITTEES
245
Assignment of ContractBy Indorsement
246
Assignment of PatentIndividual to Corporation
247
Treasurers BondPersonal
248
Indemnity Bond for Lost Stock Certificate
249
BYLAWSOFFICERS
252
Form
257
BYLAWSDIVIDENDS AND FINANCE SUNDRY PRO VISIONS
260
Part VIIOrganization Meetings XXXV FIRST MEETING OF STOCKHOLDERS
267
FIRST MEETING OF DIRECTORS
277
Part VIIIStock Records and Stock Transfer XXXVII THE STOCK RECORDS
287
TRANSFER OF STOCK
296
TRANSFER OF STOCK Continued
302
22
310
TRANSFER OF STOCKRULES
313
33
316
42
321
50
323
STOCK TRANSFER TAXES CORPORATE TAXES
327
Part IXMeetings and Records XLII ANNUAL MEETING Of StockholderS
335
60
337
SPECIAL MEETINGS OF STOCKHOLDERS
352
MEETINGS OF DIRECTORS
358
MINUTES OF MEETINGS
369
Part XThe Treasurer
377
Part XIThe Corporate Finances
415
69
429
VIII
450
Coupon Bond 250a Coupon
452
Trustees Certificate 252 Debenture Bond XXV BOND ISSUESThe Deed of Trust Form 253 Deed of Trust Part VCorporate Records Reports and Cale...
453
REDEMPTION OF BONDSSINKING FUNDS
457
Part XIICorporate Arrangements
467
Part XIIIAllied Forms of Organization
525
Part IThe Corporation
555
COMPANIES
583
CAPITALIZATIONGOODWILL SURPLUS AND INITIAL
676
FIXED AND WORKING CAPITAL
686
WORKING CAPITAL REQUIREMENTSTIME TURNOVER
697
Advertising
704
WORKING CAPITAL REQUIREMENTSTERMS OF SALE
708
THE FINANCIAL PLAN
720
XVIII
737
Part IVSecuring Capital
753
XX
765
XXI
772
XXII
782
SOURCES OF CAPITAL FUNDS
791
SELLING SECURITIES DIRECTTO BUSINESS ASSOCIATES
799
CHANGE METHODS
823
UNDERWRITING
837
Part VInternal Financial Management
849
NET INCOME
867
XXX
883
PAYMENT OF DIVIDENDS
898
BUDGETARY CONTROL
922
EXPANSION
936
FINANCIAL STANDARDS
947
ANALYSIS BASED ON FINANCIAL STANDARDS
960
XXXVII
967
EXPLOITATION BY DIRECTORS AND STOCKHOLDERS
979
XXXIX
992
INSOLVENCY AND RECEIVERSHIP
1010
ENDS ATTAINED BY REORGANIZATION
1018
Part ISurplus and Reserve Accounts
1033
III
1039
RESERVE ACCOUNTS
1047
CLASSIFICATION OF SURPLUS
1056
Part IIThe Original Capital of the Corporation
1065
PARVALUE STOCK OF ORIGINAL ISSUENOT FULLPAID
1076
STOCK SUBSCRIPTION SYSTEM
1086
Instalment Book 256 Transfer Register
1087
SALE OF STOCK BELOW or Above
1096
X
1106
79
1108
87
1116
99
1126
PARVALUE DONATED STOCK
1127
III
1130
Part IIISpecial Cases in Capital Stock Transactions
1133
120
1143
124
1148
STOCKHOLDERS
1150
DIRECTORS
1154
TYPICAL CORPORATE ORGANIZATIONS
1156
INCORPORATION OF SOLE PROPRIETORSHIP
1165
147
1168
INCORPORATION OF PARTNERSHIP 1165
1172
Part IVBonds and Funds
1185
Dividend BookPersonal Payment 258 Dividend BookPayment by Mail 259 Bond Register
1186
BOND RECORDS AND ACCOUNTS
1187
Index of Bondholders
1188
Coupon Register
1189
BOND SALES
1194
COMBINATION BY MERGER OR PURCHASE
1278
Part VIDissolution Reorganization Receivership 1185 1194 1202 1213 1225 1236 1247 1259 1268 1278 XXVIII VOLUNTARY DISSOLUTION O...
1297
REORGANIZATION BY AGREEMENT
1307
OFFICERS
1311
RECEIVERSHIP AND REORGANIZATION
1312
157
1321
RECEIVERSHIP AND SALE
1331
Part VIICorporation Statements XXXII CLOSING THE BOOKS
1349
FORMS OF STATEMENTS
1354
CONSOLIDATED STATEMENTS
1373
CONSOLIDATED STATEMENTS Continued
1384
PREPARATION OF FEDERAL INCOME TAX RETURNS 1384
1399
BOOK IVCORPORATE FORMS
1423
Part IForms Relating to Organization I CHARTER FORMS Form 1 New York Charter
1425
New Jersey Charter
1428
Amusement Devices 7 Automobiles 8 Automobiles and Garage 9 Bonds and Securities
1443
Brick Machinery 11 Building Materials
1444
Cloaks and Garments 13 Contracting and Building 14 Cotton and Textile Fabrics
1445
Dairy and Farm Products
1446
Department Store 17 Drugs
1447
DryGoods 19 Electrical Supply Company 20 EngineeringMechanical
1448
Express and Delivery 22 Films and Motion Pictures 23 Furniture
1449
Gas and Electric Fixtures 25 Hardware 26 Heating Apparatus
1450
Hotel 28 Ice Company 29 Inventions and Patents 30 Inventions and Patents
1451
Jewelry 32 Leather 33 Lighting and Heating
1452
Locks 35 Lumber 36 Manufacturing General 37 Meat and Cattle
1453
MetalWorking 39 Mining 40
1454
Opticians
1455
Paints and Painters Supplies 43 Periodical or Newspaper 44 Photographic Apparatus 45 Pianos and Musical Instruments 46 Printing
1456
Railroad Construction 48 Real Estate
1457
Refrigerating Company 50 Schools 51 Securities Company New York
1458
Smelting and Allied Operations New Jersey
1459
Textile Fibers
1460
SUBSCRIPTION LISTS
1474
PAGE
1476
STOCK CERTIFICATES
1484
Assignment of Stock Certificate
1490
ORGANIZATION MEETINGS OF STOCKHOLDERS
1496
Call and Waiver of NoticeStockholders
1501
ProxyFirst Meeting of Stockholders
1502
Inspectors Report 93 Waiver of Notice of Assessment
1503
ORGANIZATION MEETING OF DIRECTORS Form 94 Minutes of Directors First Meeting
1504
Call and WaiverDirectors
1507
Secretarys Oath of Office 97 Proposal to Exchange Property for Stock
1508
Assignment of Subscriptions
1509
Call for First Directors Meeting
1511
OPTIONS AND VOTING TRUST AGREEMENTS Form 100 Option on Capital Stock
1512
Option on Business and Property
1514
Option on Real Estate
1515
Assignment of Option
1516
Voting Trust Agreement
1517
Part IIForms Relating to Corporate Meetings XI CALLS AND WAIVERS FOR SPECIAL MEETINGS Form SPECIAL MEETINGS OF STOCKHOL...
1519
Call and Waiver for Special Meeting of Stockholders
1520
Presidents Call for Special Meeting of Stockholders 107 Presidents Call for Special Meeting of Stockholders Formal
1521
Directors Call for Special Meeting of Stockholders 109 Directors Instructions for Special Meeting of Stock holders
1522
IIO Directors Resolution for Special Meeting of Stock holders
1523
Stockholders Request for Special Meeting 112 Presidents Indorsement of Stockholders Request
1524
Stockholders Call for Special Meeting SPECIAL MEETINGS OF DIRECTORS 114 Call and Waiver for Special Meeting of Directors
1525
Agreement for Consent Meeting of Directors
1526
Presidents Call for Special Meeting of Directors 117 Directors Call for Special Meeting of Directors
1527
NOTICES OF MEETINGS STOCKHOLDERS MEETINGS 118 Notice of Special Meeting of Stockholders
1529
Publication Notice of Special Meeting of Stockholders 120 Publication Notice of Special Meeting of Stockholders
1530
Notice of Annual Meeting
1531
Notice of Special Meeting of Directors
1533
Notice of Regular Meeting of Directors
1534
PROXIES FOR MEETINGS 1535 Form
1535
ProxySimple Form 128 ProxyUnlimited
1537
ProxyTime Limited
1538
Proxy for Particular Meeting
1539
ProxyLimited as to Stock 132 Proxy for Annual MeetingFormal
1540
Corporate Proxy
1541
Revocation of Proxy
1542
MOTIONS AND RESOLUTIONS Form
1543
Motion Instructing Secretary to Cast Vote 136 Motion Instructing Secretary to Cast VoteFormal 137 Motion to Amend Bylaws 138 Motion to Pay Bills
1544
Motion to Employ General Manager 140 Motion to Appoint an Investigating Committee
1545
Stockholders Resolution for Sale of Entire Assets 142 Stockholders Resolution Authorizing Consolidation 143 Stockholders Resolution to Amend By...
1546
Directors Resolution to Open Bank Account 145 Directors Resolution Designating Depositary
1547
Directors Resolution Designating Bank 147 Directors Resolution Authorizing Issue of Stock
1548
Directors Resolution Authorizing Contract 149 Directors Resolution Declaring Dividend 150 Directors Resolution Declaring DividendPreferred Stock...
1549
Directors Resolution Appointing Managing Director 153 Directors Resolution Calling Special Meeting of Stock holders 154 Directors Resolution to S...
1550
Directors Resolution to Purchase Property 156 Directors Resolution for Settlement of Claim 157 Directors Resolution Ratifying Sale of Property
1551
Directors Resolution Removing Officer New York 159 Directors Resolution for Sale of Entire Assets
1552
FORMS USED IN CONNECTION WITH MEETINGS Form 160 Secretarys List of Stockholders
1553
Outline Minutes for Annual Meeting
1555
Ballot at Annual Meeting 167 Ballot at Annual MeetingFormal
1558
MINUTES OF CORPORATE MEETINGS Form 168 Minutes of Annual Meeting of Stockholders
1559
Minutes of Special Meeting of Stockholders
1560
Minutes of Adjourned Meeting of Stockholders
1561
Minutes of Regular Meeting of Directors
1563
Minutes of Adjourned Meeting of Directors
1564
Minutes of Special Meeting of Directors
1565
Part IIIForms Relating to General Procedure PAGE 1559 XVII MISCELLANEOUS NOTICES 1569 SUBSCRIPTION AND ASSESSMENT NOTICE...
1569
Notice of Stock Assessment 176 Notice of Stock AssessmentStatutory
1570
Notice of Sale of Delinquent Stock NOTICES RELATING TO DIVIDENDS 178 Dividend NoticeMailing
1571
Dividend NoticePublication 180 Notice Accompanying Dividend Check
1572
Dividend Notice 182 Dividend NoticeCommon Stock
1573
Dividend NoticeCommon and Preferred Stock 184 Dividend NoticeMailing Orders Requested 185 Mailing Order for Dividends
1574
NOTICES OF APPOINTMENT 186 Notice of Election as Director
1575
Notice of Election as DirectorAcceptance Requested 188 Notice of Appointment as General Manager
1576
Tender of Position as Sales Manager
1577
RESIGNATIONS Form 190 Resignation of Director
1578
Resignation of DirectorEffective on Acceptance
1579
Resignation of DirectorPeremptory 193 Resignation of DirectorFuture Date
1580
Resignation of PresidentConditional 195 Resignation of Treasurer
1581
CORPORATE AND OFFICIAL SIGNATURES Form
1582
Official SignatureInformal 197 Official SignatureFormal 198 Corporate SignatureInformal
1583
Corporate SignatureFormal
1584
Testimonium ClausesCorporate SignatureSeal Attested 201 Testimonium ClauseTwo Corporate Signatures
1585
Testimonium ClauseCorporate and Individual Sig natures 203 Testimonium ClauseCorporate and Individual Sig natures
1586
Testimonium ClauseSignature by Agent
1587
CHECKS RECEIPTS AND NOTES Form CORPORATE CHECKS 205 CheckCorporate Signature
1588
CheckCountersigned 207 CheckOfficial Signatures
1589
CheckOfficial SignaturesPurpose Stated 209 CheckDraft Form
1590
Dividend Check 211 Indorsement of Corporate Check
1591
Indorsement of Check for Deposit 213 Corporate Draft
1592
CORPORATE RECEIPTS 214 Corporate Receipt 215 Corporate ReceiptOfficial Signature
1593
Dividend Receipt CORPORATE NOTES
1594
Corporate NoteBy President 218 Corporate NoteBy Treasurer 219 Collateral NoteOn Demand
1595
Corporate NoteCollateral Security
1596
CERTIFICATIONS Form 221 Certificate to Service of Notice
1598
Affidavit to Service of Notice 223 Affidavit to Publication of Notice
1599
Certified Resolution Designating Bank 225 Certification of Resolution Designating Bank
1600
Certification of Resolution 227 Certificate of Election of Treasurer 228 Certificate of Election of Officers
1601
Certification of Transcript from Bylaws 230 Certification of Bylaws as a Whole
1602
Certification of Transcript from Minutes 232 Certification of MinutesPresident and Secretary
1603
Secretarys Affidavit to Minutes 234 Notarial Exemplification of Minutes
1604
CHAPTER PAGE
1643
CORPORATE CALENDAR
1653
1425
1664
1578
1668
1529
1675
1553
1685
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Page 864 - Upon the indorsement of any of its member banks, which shall be deemed a waiver of demand, notice and protest by such bank as to its own indorsement exclusively, any Federal reserve bank may discount notes, drafts, and bills of exchange arising out of actual commercial transactions...
Page 488 - Ct. cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit, which right, when exercised, shall be termed cumulative voting.
Page 1432 - Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account or book or document of the corporation, except as conferred by statute or authorized by the Board of Directors, or by a resolution of the stockholders.
Page 487 - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
Page 1439 - BROWN, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively, and that the facts therein stated are truly set forth.
Page 1426 - We, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the act of the legislature of the State of New Jersey entitled "An act concerning corporations" (revision of 1896), and the acts amendatory thereof and supplemental thereto, do hereby certify as follows: First.
Page 1429 - ... may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of a successor.
Page 45 - A promoter is a person who brings about the incorporation and organization of a corporation. He brings together the persons who become interested in the enterprise, aids in procuring subscriptions, and sets in motion the machinery which leads to the formation itself. Every person, acting by whatever name in the forming and establishing of a company at any period prior to the company, is considered, in law, as occupying a fiduciary relation towards the corporation.
Page 1429 - Any officers elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employee of the company may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors. The Board of Directors, by the affirmative vote of a majority of the whole Board, may appoint...
Page 330 - Every domestic corporation shall pay annually a special excise tax with respect to carrying on or doing business, equivalent to $1 for each $1,000 of so much of the fair average value of its capital stock for the preceding year ending June 30 as is in excess of $5,000.

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