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D. App., 25 10 D. C.
Sec. 614. STOCK.-The stock of such company shall be Sec. 612; 15 D; deemed personal estate and shall be transferable in such D. C. pp., 139; manner as shall be prescribed by the by-laws of the com- 316; R. S. D. C., pany; but no shares shall be transferable until all previous 561. calls thereon shall have been fully paid in or the shares shall have been declared forfeited for nonpayment.
L. R., 539; 25 D.
Sec. 615. LIABILITY OF STOCKHOLDERS. All the stock-, Myers case, 36 holders of every company incorporated under this sub- C. App., 139; 4 chapter shall be severally individually liable to the cred- 15 D. CAPP itors of the company in which they are stockholders for 262; R.S.D.C.,562. the unpaid amount due upon the shares of stock held by them, respectively, for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded, as prescribed in the following section.
Sec. 616. PAYMENTS ON CAPITAL STOCK.-The president R.S. D. C., 563. and a majority of the trustees, within thirty days after the payment of the last installment of the capital stock so fixed and limited, shall make a certificate stating the amount of the capital so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the trustees; and they shall within the said thirty days record the same in the office of the recorder of deeds of the District.
Sec. 609; 5
Sec. 617. ANNUAL REPORTS.-Every such company c. Arp, 312; R. shall annually, except insurance companies, within twenty s. D. C., 566 days from the first of January, make a report, which shall be published in a newspaper in the District, which shall state the amount of capital and of the proportion actually paid and the amount of existing debts, which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of the company, and filed in the office of the recorder of deeds of the District.
Sec. 618. PENALTY FOR FAILURE.- If any company fails to comply with the provisions of the preceding section, any creditor of the corporation or other person interested may by petition for mandamus against the corporation and its proper officers compel such publication to be made, and in such case the court shall require the corporation or the officers at fault to pay all the expenses of the proceeding, including counsel fees.-Act of June 30, 1902 (32 Stat., Part I, p. 533).
[Sec. 618. PENALTY FOR FAILURE.-If any company fails to comply with the provisions of the preceding section, all the trustees of such company shall be jointly and severally liable for the debts of the company then existing and for all that shall be contracted before such report shall be made.]
Sec. 619. FALSE REPORT.-If any certificate or report made or public notice given by the officers of any company in pursuance of the provisions of this subchapter shall be false in any material representation, all the officers
R. S. D. C., 568.
Ambler v. Archer, 1 D. C.
Sec. 620. STOCK OF OTHER COMPANIES NOT TO BE App., 94; R. S. BOUGHT. It shall not be lawful for any company to use any of their funds in the purchase of any stock in any other corporation.
D. C., 569.
R. S. D. C., 570.
who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all debts of the company contracted while they are stockholders or officers thereof.
Sec. 621. LOANS TO STOCKHOLDERS.-No loan of money shall be made by any company upon the security, in whole or in part, of its own stock; and if any such loan shall be made, the trustee or officer authorizing the same shall be responsible to the corporation therefor: Provided, That nothing herein contained shall be held to release the borrower in such a case from liability to the corporation.— Act of June 30, 1902 (32 Stat., Part I, p. 533).
[Sec. 621. LOANS TO STOCKHOLDERS.-No loan of money shall be made by any company upon the security, in whole or in part, of its own stock; and if any such loan shall be made to a stockholder, the officers who shall make it or who shall assent thereto shall be jointly and severally liable, to the extent of such loan and interest, for all debts of the company contracted while they are stockholders or officers thereof.]
Sec. 622. DIVIDENDS.-If the trustees of any company shall declare and pay any dividend the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing and for all that shall be thereafter contracted while they shall respectively remain in office.
Sec. 623. If any of the trustees shall object to declaring such dividend or the payment of the same, and shall, at any time before the time fixed for the payment thereof, file a certificate of their objection in writing with the secretary of the company and with the recorder of deeds of the District, they shall be exempt from the liability prescribed in the preceding section.
Sec. 624. EXECUTORS, AND SO FORTH, NOT PERSONALLY LIABLE. No person holding stock in such company as executor, administrator, guardian, or trustee shall be personally subject to any liability as stockholder of such company, but the estate and funds in the hands of such executor, administrator, guardian, or trustee shall be liable in like manner and to the same extent as the testator or intestate or the ward or person interested in such trust fund would have been if he had been living and competent to act and hold the stock in his own name.
Sec. 625. EXECUTORS, AND SO FORTH, MAY VOTE.Every such executor, administrator, guardian, or trustee shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a stockholder.
Sec. 626. PLEDGES OF STOCK.-No person holding stock in such company as collateral security shall be personally
subject to any liability as stockholder of such company, but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly; and every person who shall pledge his stock as collateral security may, nevertheless, represent the same at all meetings and vote as a stockholder.
Sec. 627. STOCK BOOK.-It shall be the duty of the R.S. D. C., 579. trustees of every corporation formed under this subchapter to cause a book to be kept by the treasurer or secretary thereof, containing the names of all persons alphabetically arranged, who are or shall within six years have been stockholders of such company, and showing their place of residence, the number of shares of stock held by them respectively, the time when they became owners of such shares, and the amount of stock actually paid in.
Sec. 628. Such book shall, during the usual business Ib., 580. hours of the day, on every business day, be open for inspection of stockholders and creditors of the company and their personal representatives, at the office or principal place of business of such company in the District where its business operations shall be located, and any stockholder, creditor, or representative shall have a right to make extracts from such books.
C. 276; 32
Sec. 629. TRANSFERS.-A person in whose name shares Scanlon Snow, 2 D. C. of stock stand on the books of a company shall be deemed App., 137; 12 D. the owner thereof as regards the company, but if any such D. C. App., 459; person shall in good faith sell, pledge, or otherwise dis- R.S. D. C., 581. pose of any of his shares of stock to another and deliver to him the certificate for such shares, with written authority for the transfer of the same on the books, the title of the former shall vest in the latter so far as may be necessary to effect the purpose of the sale, pledge, or other disposition, not only as between the parties themselves, but also as against the creditors of and subsequent purchasers from the former, subject to the provisions of section six hundred and fourteen.
Sec. 630. Such book shall be presumptive evidence of R. S. D. C., 582. the facts therein stated in favor of the plaintiff in any suit or proceeding against such company or against any one or more stockholders.
Sec. 631. INSPECTION OF BOOKS.-Every officer or agent of any company who shall neglect to make any proper entry in such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected and extracts to be taken therefrom, as herein provided, shall be deemed guilty of a misdemeanor, and the company shall pay to the party injured a penalty of fifty dollars for any such neglect or refusal, and all damages resulting there
Sec. 632. Every company that shall neglect to keep Ib., 584. such book open for inspection, as provided in section six hundred and twenty-eight, shall forfeit to the United States the sum of fifty dollars for every day it shall so neglect, to be sued for and recovered in the supreme court of the District.
Dancey v. Clark, Sec. 633. INCREASE OR DIMINUTION OF STOCK.-Any
24 D. C. App.,
487; R. S. D. C., company which may be formed under this subchapter may increase or diminish its capital stock, by complying with the provisions of this subchapter, to any amount which may be deemed sufficient and proper for the purposes of the corporation, and may also extend its business to any other business authorized hereby, subject to the provisions and liabilities of this subchapter.
R. S. D. C., 586. Sec. 634. Before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital.
Conroy v. Unknown heirs, 34
C. App., 487; R.
Sec. 635. Whenever any company shall desire to call a L. R., 518; 24 D. meeting of the stockholders for the purpose of increasing or diminishing the amount of its capital stock, or for extending or changing its business, it shall be the duty of the trustees or directors to publish a notice, signed by a majority of them, in a newspaper in the District, at least three successive weeks, and to deposit a notice thereof in the post-office addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting, specifying the object of the meeting and the time and place when and where such meeting shall be held.
Sec. 636. If, at any time and place specified in the notice provided for in the preceding section, stockholders shall appear by proxy or in person representing not less than two-thirds of all the shares of stock of the corporation, they shall organize and proceed to a vote of those present or by proxy.
Sec. 637. If, on canvassing the votes, it shall appear that a sufficient number of votes are in favor of increasing or diminishing the amount of capital, or extending or changing the business of the company, a certificate of the proceedings, showing a compliance with the provisions of this subchapter, the amount of capital actually paid in, the business to which it is extended or changed, the whole amount of debts and liabilities of the company, and the amount to which the capital shall be increased or diminished, shall be made out, signed, and verified by the affidavit of the chairman, and be countersigned by the secretary.
Sec. 638. Such certificate shall be acknowledged by the chairman, and filed as required by section six hundred and six, and when so filed the capital stock of such corporation shall be increased or diminished to the amount specified in the certificate, and the business extended or changed accordingly; and the company shall be entitled to the privileges and provisions and be subject to the liabilities of this subchapter.
R. S. D. C., 589.
Sec. 639. A vote of at least two-thirds of all the shares R. S. D. C., 592. of the stock of a company shall be necessary to an increase or diminution of the amount of its capital stock or the extension or change of its business.
Sec. 640. COPY OF CERTIFICATE TO BE EVIDENCE.-A Ib., 593. copy of any certificate of incorporation filed in pursuance of this subchapter, certified by the recorder of deeds to be a true copy and the whole of such certificate, shall be received in all courts and places as presumptive legal evidence of the facts therein stated.
Issue of license to insurance bro
Sec. 641. TITLE AND FIRE INSURANCE COMPANIES MAY BECOME PERPETUAL.-Any company heretofore formed, kers, 36 L. R., 113. agreeably to law, for the purpose of insuring titles to real estate, or for the purpose of carrying on fire insurance, may become perpetual by filing, in the office of the recorder of deeds, a certificate to that effect, in like manner as is provided by law for the filing of the original certificate of incorporation.
Sec. 642. SALE OF UNCLAIMED FREIGHT, AND SO FORTH.--Whenever any freight, baggage, or or other property transported by a common carrier to, or deposited with a common carrier at, any point in the District of Columbia, shall remain unclaimed by the owner or consignee, or the charges thereon shall remain unpaid for the space of six months after arrival at the point to which the same shall have been directed or transported, or after deposit as aforesaid, and the owner or person to whom the same is consigned, or by whom the same shall have been deposited, shall, after notice of such arrival, or after notice to take away such property so deposited, neglect or refuse to receive the same and pay the charges thereon within such period of six months, then it shall be lawful for such carrier to sell such freight, baggage, or other property at public auction, after giving three weeks' notice of the time and place of sale, once a week for three successive weeks, in a newspaper published in the District of Columbia.
Sec. 643. Upon the application of such carrier, verified by affidavit, to the supreme court of the District of Columbia holding a special term, setting forth that the place of residence of the owner or consignee of any such freight, baggage, or other property is unknown, or that such freight, baggage, or other property is of such perishable nature, or so damaged, or showing any other cause that shall render it impracticable to give the notice or delay the sale for the period provided in the next preceding section, then it shall be lawful for such court to make an order authorizing the sale of such freight, baggage, or other property upon such terms as to notice as the nature of the case may admit of and to such court shall seem meet: Provided, That in case of perishable property the affidavit and proceedings required and authorized by this section may be had before a justice of the peace in cases