Corporate Organization and Management

Front Cover
Ronald Press Company, 1917 - 778 pages
 

Contents

WHERE TO INCORPORATE 36 General
39
Domestic Incorporation 38 Foreign Incorporation
40
Cheap Incorporation
44
Reputation of Different States
45
Liabilities Imposed in Different States
46
Protection of Minority in Different States 43 General Rules for Selection of State
47
COST OF INCORPORATION 44 General 45 Organization Fees and Annual Taxes 46 Avoiding Fees and Taxation 47 Counsel Fees 48 Corporate Eq...
49
Basis of Capitalization
50
Capitalization at Less than Real Values
51
Capitalization at Real Values
52
Capitalization on Earning Capacity
53
Capitalization of GoodWill
54
Form of Capitalization
55
Bond Issues
56
Capitalization as Affected by Financial Ex igencies
57
58 Capital Stock
58
Nature and
66
Shares
69
Certificates of Stock
73
Unissued Stock
74
Issued Stock 63 FullPaid Stock
75
Common and Preferred Stock 65 Other Classifications
77
TREASURY STOCK
94
Directors Resolution Calling Special Meet
96
Part IVCorporate Control
102
39
116
DIRECTORS
118
OFFICERS
128
49
137
STOCK CLAUSES 139 General
139
Classifications
140
Common Stock
141
Preferred Stock
142
Application for Charter
143
Selection of State
144
Principal Office
145
Duration
146
THE BOARD OF DIRECTORS 147 Qualifications
147
Number
148
THE CORPORATE NAME
149
Power to Pass ByLaws
150
Classification
151
Standing Committees
152
SPECIAL PROVISIONS 153 General
153
Usual Objects of Special Provisions
154
Cumulative Voting
155
Classification of Stock
156
Corporate Stockholding
157
Check for Deposit
158
Limitations on Salaries
159
Limitations on Indebtedness 160 Sundry Provisions
160
EXECUTION AND FILING OF CHARTER 161 General
161
Signing and Acknowledgment
162
Filing
163
Certified Copies
164
AMENDMENT OF CHARTER 165 General
165
VOTING TRUSTS
170
Arrangement
171
Preparation
172
Subject Matter
186
Procedure
187
Part VIThe ByLaws XXV GENERAL CONSIDERATIONS 168 Functions of ByLaws
188
Subject Matter
189
Power to Make
190
Adoption of First ByLaws
194
BYLAW PROVISIONS RELATING TO STOCK 174 Preliminary
195
102
196
Transfers of Stock 177 Transfer Agent and Registrar
197
Stock and Transfer Books
198
Preferred Stock 180 Treasury Stock
199
Lost Certificates
200
BYLAW PROVISIONS RELATING TO STOCKHOLDERS
201
Special Meetings
202
Officers of Meetings 185 Notice of Meetings
203
Voting
204
Certified List of Stockholders 188 Election of Directors
205
Quorum
206
Proxies 191 Order of Business
207
BYLAW PROVISIONS RELATING TO DIRECTORS XXIX 192 General Considerations 193 Number and Qualifications
208
General Powers 195 Term of Office 196 Classification
210
118
211
Meetings
212
Notice of Meetings
213
Quorum
214
Election of Officers
215
Removal of Officers 204 Compensation of Directors
216
Power to Pass ByLaws 206 Order of Business
217
BYLAW PROVISIONS RELATING TO STANDING COM
218
Delegation of Official Powers
219
MITTEES
220
Removals Vacancies PAGE
221
222 General
222
Dividends
223
Reserve Funds
224
Limitations of Debt
225
Bank Deposits
226
SUNDRY PROVISIONS 227 General
227
Corporate Seal
228
207 Purpose
234
Penalties
236
Amendments
237
Part VIIOrganization Meetings XXXIII FIRST MEETING OF STOCKHOLDERS 231 General
239
Preparation of Minutes 233 Conduct of First Meetings
242
Opening the First Meeting of Stockholders
244
PAGE
245
Adoption of ByLaws 237 Election of Directors
246
Exchange of Stock for Property
247
Other Business
248
FIRST MEETING OF DIRECTORS 240 Calling the Meeting
249
Minutes
250
Opening the First Meeting of Directors 243 Election of Officers
251
Adoption of Stock Certificate
252
Acceptance of Subscriptions
253
Exchange of Stock for Property
254
Treasurers Bond Depositary
255
Other Business
256
CHAPTER
261
Closing the Books
269
239
283
RollCall
284
Proxies
285
159
286
RULES REGULATING TRANSFERS
287
STOCK TRANSFER
303
Reading of Minutes
316
Annual Reports
317
Election of Directors
318
Voting at Elections
319
609
320
Other Business
322
Adjournment
323
Signing Minutes
324
SPECIAL MEETINGS OF STOCKHOLDERS 295 Special or Called Meetings 296 Call for Meeting
325
Notice of Special Meeting PAGE
327
Consent Meetings
328
Opening Formalities 300 Special Business
329
Adjournment
330
MEETINGS OF DIRECTORS AND OF STANDING COM MITTEES
331
Purposes of Meetings 305 Assembling Meetings
332
Call for Special Meetings
333
Notice of Special Meetings
334
Call and Waiver of Notice
335
Consent Meetings 310 Opening Directors Meetings
336
Quorum
337
Reading the Minutes 313 Reports
338
Unfinished and New Business
339
Adjournment STANDING COMMITTEES 316 Procedure at Meetings
340
MINUTES OF MEETINGS
342
Contents of Minute Book
343
Form and Subject Matter of Minutes
344
Recording the Proceedings
345
Approval and Amendment of Minutes
347
Cut and Dried Minutes
349
Part XThe Treasurer DUTIES AND POWERS OF THE TREASURER 324 General 325 The Treasurers Primary Duty 326 The Treasurers Authority
350
THE TREASURERS LIABILITIES 337 The Treasurer as Agent 338 To Whom Liable
366
Sources of Liability 340 1 Neglect of or NonPerformance of Duties
367
2 Faulty Performance of Duties
368
342
369
4 Illegal Acts
371
Statutory Liabilities
373
THE TREASURERS BOND 345 General
375
Statutory Requirements 347 Corporate Requirements
376
Nature of the Bond
377
Amount of Bond
378
Personal Bonds
379
Surety Company Bonds
380
Liability of Bondsmen
382
Termination of Bond
385
THE TREASURERS REPORTS 354 The Report to Directors
387
Report to Stockholders
388
Part XIThe Corporate Finances XLVIII THE CORPORATE FUNDS 356 General
390
Custody of Corporate Funds
392
Disbursement of Corporate Funds
393
Return of Corporate Funds
395
DIVIDENDS 362 Declaration of Dividends
396
Profits and Dividends
399
162
400
Equality of Dividends
401
Compelling the Declaration of Dividends
402
Status of Declared Dividends
404
DIVIDENDS Continued 367 Form of Dividends LI BONDS
407
Cash Dividends 369 Dividends Not in Cash
408
1 Stock Dividends
409
165
410
3 Scrip Dividends
411
4 Property Dividends
412
Notice of Dividends
413
To Whom Paid
414
Payment of Dividends
417
Illegal Dividends
419
Liability for Illegal Dividends
420
Treasurers Liability as to Dividends
421
380 Nature of a Bond
423
Authorization of Bond Issues 382 Statutory Provisions
425
Debentures
426
Mortgage Bonds
427
Coupon Bonds 386 Form of Bond
428
Form and Nature of Coupon 388 Trustees Certificate
429
Deeds of Trust
430
Recitals of Deed of Trust
431
Execution and Filing of Deed of Trust 392 Sinking Fund
433
Sale of Bonds
434
Liabilities of Vendor 395 Rights of Holders
435
Redemption of Bonds
436
Investment Value of Bonds
437
Kinds of Bonds
438
ShortTerm Notes
442
Distinctions 402 How Formed
446
Legal Status 404 Illegal Voting Trust
448
Restriction of Stock Sales
449
General PAGE
450
Incidental Powers to Hold Stock
451
Authorization to Hold Stock
452
What Holdings Carry Control
453
Its Function in Industrial Combination
455
Limitations on Use of Holding Companies
456
Parent Companies
458
CONCERNING PROMOTers 460 413 The Promoters Function
460
The Promoters Relation to Corporation
461
Illegal Arrangements
462
PAGE
463
396
465
Legitimate Arrangements
466
Incidental Liabilities of Promoter and Cor poration
469
Restrictions on Sale of Stock
470
Underwriting
471
PROTECTION OF MINORITY 420 General 421 Rights of Minority at Common
473
Encroachment on Minority Rights
474
Protective Measures
476
Cumulative Voting
477
Classification of Stock 426 Voting Trusts
480
Special Arrangements
481
Annual Audits 429 Charter Limitations
482
Legal Remedies
484
INCORPORATING A PARTNERSHIP 431 General
488
Name
489
Capitalization
490
Exchange of Property for Stock
492
Stock Adjustments
493
Board of Directors
494
Close Corporations and Their Conduct
499
CONSOLIDATION REORGANIZATION AND DISSOLUTION
506
Part XIIIAllied Forms of Organization
513
172
514
ASSOCIATIONS UNDER DEEDS OF TRUST
520
Advantages of the Voluntary Association
532
CHARTER FORMS
543
CHAPTER PAGE
555
BYLAW FORMS
573
FORMS OF SUBSCRIPTION LISTS
584
RECEIPTS FOR STOCK SUBSCRIPTIONS
590
VOTING TRUST FORMS
606
FORMS FOR FIRST MEETINGS
609
OPTION AGREEMENTS
625
CALLS AND WAIVERS FOR STOCKHOLDERS MEETINGS
631
Stockholders Call for Special Meeting
637
CHAPTER PAGE
643
MOTIONS AND RESOLUTIONS
656
REPORTS
682
249
685
Report of Committee on ByLaws
688
Dividend NoticeMailing
691
126
692
Notice Accompaning Dividend Check 128 Dividend Notice 129 Dividend NoticeCommon Stock
693
Dividend NoticeCommon and Preferred Stock 131 Dividend NoticeMailing Orders Requested
694
Mailing Order for Dividends NOTICES OF APPOINTMENT 133 Notice of Election as Director
695
Notice of Election as DirectorAcceptance Requested
696
Notice of Election as General Manager 136 Tender of Position as Sales Manager
697
RESIGNATIONS Form 137 Resignation of Director
698
Resignation of DirectorEffective on Ac ceptance
699
Resignation of DirectorPeremptory 140 Resignation of DirectorFuture Date
700
Resignation of PresidentConditional 142 Resignation of Treasurer
701
CORPORATE AND OFFICIAL SIGNATURES
703
Official SignatureInformal 144 Formal 145 Corporate SignatureInformal Formal
704
146
705
Testimonium ClauseCorporate Signature Seal Attested 148 Testimonium ClauseTwo Corporate Signa tures
706
Testimonium ClauseCorporate and Indi vidual Signatures 150 Testimonium ClauseSignature Affixed by Agent
707
CHecks ReceiptS AND NOTES Form CORPORATE CHECKS 151 CheckCorporate Signature
708
Countersigned Official Signatures 64 152
709
Draft Form Purpose Stated
710
CORPORATE RECEIPTS Form 160 Corporate Receipt 161 Official Signature
713
Dividend Receipt CORPORATE NOTES
714
Corporate NoteBy President 164 Corporate NoteBy Treasurer 165 Collateral NoteOn Demand
715
Corporate NoteCollateral Security
716
CERTIFICATIONS
718
Affidavit to Service of Notice 169 Affidavit to Publication of Notice by Secre tary
719
Certified Resolution Designating Bank 171 Certification of Resolution Designating Bank
720
Certification of Resolution 173 Certificate of Election of Treasurer
721
Officers 66 66 175 Certification of Transcript from Bylaws
722
Certification of Transcript from Minutes 177 Certification of MinutesPresident and Sec retary
723
Secretarys Affidavit to Minutes 179 Notarial Exemplification of Minutes
724
181
725
POWERS OF ATTORNEY CONTRACTS AND ASSIGN MENTS
726
Power of AttorneyTo Collect Money 184 Power of AttorneyTo Make Delivery of Deed
727
Power of AttorneyTo Manage Sell and Deed Land
728
186
730
188
731
Assignment of Contract
732
BONDS OF INDEMNITY
739
CORPORATE BOND ISSUES
746
Appointment 209 Composition 210 Powers
766
Procedure 218
767
473
770
488
772
708
774
350
776
366 375
777
Copyright

Other editions - View all

Common terms and phrases

Popular passages

Page 538 - The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
Page 474 - 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 542 - In the event of any liquidation or dissolution or winding up (whether voluntary or involuntary) of the corporation, the holders of the preferred stock shall be entitled to be paid in full both the par amount of their shares and the unpaid dividends accrued thereon before any amount shall be paid to the holders of the common stock...
Page 539 - Latter, all 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 717 - ... instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal ; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
Page 543 - ... 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 481 - Term and therefore concludes us. /When a corporation has a surplus, whether a dividend shall be /made, and if made, how much it shall be, and when and where | it shall be payable, rest in the fair and honest discretion of the \ directors uncontrollable by the courts.
Page 543 - The board of directors may appoint one or more vice-presidents, one or more assistant treasurers, and one or more assistant secretaries; and, to the extent provided in the by-laws, the persons so appointed respectively shall have and may exercise all the powers of the president, of the treasurer, and of the secretary, respectively.
Page 600 - Company, a corporation duly organized under the laws of the State of New York, and having its principal office in the City of Yonkers, in the State of New York...
Page 399 - But I am not aware of any case, in. which the Court...

Bibliographic information