s^
UNIVERSITY
OF CALIFORNIA
LOS ANGELES
SCHOOL OF LAW
LIBRARY
Gift of
John Adams
"'"'• y KirKpatfick.
A TREATISE
ON THE
INCORPORATION" AND ORGANIZATION
OF CORPORATIONS
A TREATISE
OX THE
INCORPORATION AND ORGANIZATION
OF
CORPORATIONS
CREATED UNDER THE "BUSINESS CORPORATION ACTS"
OF THE SEVERAL STATES AND TERRITORIES
OF THE UNITED STATES
Including therein- a Synopsis-Digest of the General Incorporation Acts
of the several commonwealths, with decisions bearing thereon;
also, Forms for drawing Charters under the Laws of the
several States and Territories ; General and
Specific Object Clauses for insertion in
Charters ; By-Laws, Minutes, etc., etc.
BY
THOMAS GOLD FROST, LL.D., Ph.D.
OF THE NEW YORK BAR
Author of "Treatise on Guaranty Insurance," "The French
Constitution of 1793," etc.
Wm. J- Klrkpatrick.
BOSTON
LITTLE, BROWN, AND COMPANY
1905
Copyright, 1905,
By Little, Brown, and Company.
All rights reserved.
T
1;
THE UNIVERSITY I'KKSS, CAMIUUDGE, U.S.A.
TO
JOHN B. BROWN, Esq.
OF THE ILLINOIS BAR
THIS WORK IS DEDICATED BY HIS FRIEND, COLLEGE CLASSMATE
AND FIRST LAW PARTNER
THE AUTHOR
PREFACE
The present work might with no inconsiderable degree of fitness
have been entitled " A Treatise on Comparative Incorporation
Law in the Several Commonwealths of the United States." Such
a work if properly prepared should not fail to interest the active
practitioner as well as the public at large. One of the greatest
difficulties met with in the preparation of the volume here pre-
sented, has been to successfully condense the subject matter thereof
without eliminating any matters of real importance. If, in place
of the customary copious references so freely offered in support
of principles of corporation law universally considered to be
sound, the reader finds only a single citation, he may rest assured
that careful investigation lias satisfied the author that it repre-
sents the prevailing doctrine relative to the particular proposition
in supporLof which it has been cited. This method, it is believed,
will meel with favor at the hands of the profession for the follow-
ing reasons :
The vast majority of the decisions of the courts of this country
rendered prior to 1870, in so far as they relate to questions of
corporation Law, are for the most part a veritable legal "junk-
shop" representing either what is now -'horn-book law," or else
overruled cases. Many of these contain enunciation of principles
of corporation law the soundness of which no .me in these days
would venture to dispute, or else they represent propositions of
law which are no Longer regarded as sound. The corporation
law of to-day. by engrafting into its subject matte]- accepted prin-
ciples of agency and estoppel, has assumed a form which the
corporatioD lawyer of fifty years ago would find great difficulty in
recognizing.
vii
PREFACE.
In the preparation of this work utility and accuracy have been
kept constantly in mind. The writer has made free use of certain
exceptional facilities that have been open to him through his
professional connections, including access to a large number of
tonus as well as a great deal of correspondence with state officials
in the various commonwealths. The forms for drawing charters
in the various states, while prepared by the author, have also
lurn approved in every instance by competent attorneys who
reside in the state under the laws of which the draft of the
charter was made.
All of this has been, it is hoped, to the advantage of the pro-
fession and the public at large.
THOMAS GOLD FROST
70 William Street, New York City, N. Y.
December 1, 1904.
via
TABLE OF CONTENTS.
Table of Cases xv
Introduction 1
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25.
I
26.
PART I.
INCORPORATION AND ORGANIZATION OF
CORPORATIONS.
CHAPTER I.
DRAFTING THE CHARTER.
Page
General Remarks ou Corporate Charters 9
Incorporators 12
Corporate Name II
Corporate Purposes 15
Number of Corporate Purposes permitted . 19
Collateral Attack upon Corporate Purposes and Powers ... 21
Effect of Inserting Illegal Purposes 28
Corporate Powers, Classification of '2'.)
Common Law Powers. Definition of ; Enumeration of .... 30
Righl to a Corporate Nam.' 31
Righl of Perpetual Succession 31
to adopl and use a Corporate Seal 32
Power to acquire, hold, and dispose of Real and Personal Property 32
]■ er to appoint Corporate Officers and Agents :'> :> >
to establish By-Laws 33
Po o ! "- and be Bued 34
I 'owers, Definition of ; Enumeration of •"> I
r er of Corpoi purchase their own Stock .... 36
Power t" subscribe for, purchase, and hold Stock in other Cor-
porations •'"
r ilidate w ith other Corporations 38
Power to transact all or any Part ol the Corporate Business out-
ride of t he Sta cile 38
Po er to perform Constituenl Act outside of the Domiciliary State 40
l Corpoi ate E 40
Power to change the Corporate Name 11
er to increase or deci ase Capital Stock '11
P Preferred Stock -11
s -
TABLE OP CONTENTS.
Page
Power to change the Corporate Purposes 40
Power to change Number of Directors 40
g 29. Power to change the Corporate Domicile and Principal Place of
Business 47
j 30. Power to acquire and enforce a Lien upon Stock to secure the
Payment of Debts Due the Corporation 47
§ 31, Power to levy Assessments against the Stockholders with the
Right to forfeit their Stuck for Non-payment thereof ... 48
^ 32. Power to authorize Voting by Proxy at Stockholders' Meetings 49
§ 33. Power to permit Cumulative Voting in the Election of Directors 49
§ 34. Power to issue Stock as full paid in Exchange for Property or
Services 49
§ 35. Power to dispose of Corporate Assets as an Entirety .... 51
§ 36. Power to voluntarily dissolve the Corporation without Recourse
to the Courts 52
§ 37. Power to insert in the Charter Provisions for the Regulation of
the Internal Affairs of the Corporation 53
Tower to authorize Directors to adopt By-Laws 55
Power to authorize Appointment of Executive Committee from
the Board of Directors 50
Power to enlarge or diminish Corporate Powers 56
Power to change Par Value of Shares 57
Power of Bondholders to vote at Election of Directors .... 57
Power to classify Directors 57
Power to amend Articles before Organization 58
Power to surrender Charter before Organization 58
Power given to Minority Stockholders to compel Purchase of their
Holdings upon Consolidation 58
Incidental Powers, Definition and Enumeration of 59
Power to make Contracts 60
Power to borrow Money 60
Power to give and accept Customary Evidences of Debt ... 60
Power to mortgage and pledge Real and Personal Property . . 60
Power of Amotion 00
The Modern Doctrine of Ultra Vires 01
Corporate Domicile 65
Board of Management 07
Capital Stock 07
Limitations upon Amount of Capital Stock 09
Par Value of Capital Stock 70
Amount of Stock Subscriptions 70
Amount of Stock paid in 72
Amount of Stock with which a Corporation may begin Business 7.S
Duration of Corporate Existence 73
of Annual Meeting 74
Limitation upon Corporate Indebtedness 74
Exemption of Stockholders from Personal Liability .... 75
Adoption of By-Laws by Directors 75
Provisions for the Regulation of the Internal Affairs of the Cor-
poration 70
§
38.
§
39.
§
M).
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41.
§
42.
§
4:;.
§
41.
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45.
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66.
§
67.
TABLE OF CONTENTS. XI
Page
§ 68. Miscellaneous Provisions relative to Contents of Articles of In-
corporation 76
§ 69. Construction of Charter 77
CHAPTER II.
PROCURING THE CHARTER.
Signing the Articles 79
Acknowledgment of Execution of Articles 79
Publication of Articles 80
Affidavit as to Stock Subscriptions 81
Anti-Trust Affidavit 81
ii Requirements in Particular States 81
Powers of State Officials relative to accepting or rejecting
Articles , 82
Right to Mandamus State Officials for refusing to file Articles . 84
Organization Tax 84
Form in which Charter is granted 86
Filing and recording in Local County Offices 86
Distinction between de jure aud de facto Corporations .... 87
Righi of Parties other than the State to collaterally impeach
Corporate Existence 88
of State to attack Corporate Existence in Direct Pro-
ceedings 90
When does Corporate Existence commence ? 92
CHAPTER III.
OP.GANIZATION OF CORPORATIONS AFTER INCORPORATION.
The Incorporators' Organization Meeting ........ 95
Organization Meeting, how called 96
nization Meeting, where held 9G
Necessary to complete Organization 98
Adoption of By-Laws 99
Election of Directors LOO
I to hold Meetings b>r the Election of Directors without
the Domiciliary State I'M
Vni in- by Proxy 1"!
Firsl Directors' Meeting 105
,n of Corporate Officers 107
Appointment of Executive Committee 1 * >T
ats 108
Certificates required to be made by Officere or Director! after
I I :nii/;iti<.ii 10!)
Time in which I i aud commence Business 109
1 ■ . i ificates 1 1 o
§
70.
§
71.
§
72.
§
73.
§
74.
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76.
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90.
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91.
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92
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95.
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5
97.
1
98.
§
Xll TABLE OF CONTENTS.
CHAPTER IV.
ISSUANCE AND PAYMENT OF CAPITAL STOCK.
Page
§ LOO. General Remarks as to the Issuance and Payment of Capital
Stock upon the Organization of a Corporation 112
§ 101. Manner of Payment of Capital Stock 113
$ 102. Payment of Capital Stock in Services 120
^ 103. Payment of Capital Stock in Property 120
g lol Statement of True Value Rule 122
§ L05 Statement of Good Faith Rule 123
§ 106. Statement of " Speculative Value Rule " 125
§ 107. Effect of Appraisal of Property by Directors under Statutory
Authority, when taken in Exchange for Stock 137
§ 10S. Effect of Appraisal of Value of Property by State Ollieials when
the same is taken by Corporations in Exchange for their
Capital Stock 139
§ 109. Meaning of Non- Assessable Stock 141
§ 110. Meaning of Full-Paid Stock 142
CHAPTER V.
LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS.
§ 111. Statement of Principal Methods by which Eegislative Control
over Domestic Corporations is obtained 145
§ 112. Amendment of Charters . . . . • 145
§ 113. Reserved Right of the State to repeal Charters 153
§114. Eegislative Control over Dissolution of Corporations .... 154
§ 115. Forfeiture of Charters 157
§116. The Police Power of the State 160
§117. Legislative. Investigation into Corporate Affairs 164
§ 118. Eegislative Requirement of Annual Reports from Corporations 164
§ 119. Inspection of Corporate Books 165
§ 120. Anti-Trust Legislation . . . 167
§ 121. Regulation of Internal Affairs 168
§ 122. Liability of Stockholders for Debts of the Corporation ... 169
§ 123. Statutory Liability of Directors 174
§ 124. Extension of Corporate Existence 176
§ 125. Taxation of Domestic Corporations • 177
§ 126. Regulation of the Right of the Consolidation 178
CHAPTER VI.
LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS.
§ 127. Extent of Legislative Power of the various Commonwealths
over Foreign Corporations 180
§ 128. Doctrine of State Comity 18 4
§ 129. What constitutes doing liusiness on the Part of a Foreign Cor-
poration within the State 190
TABLE OF CONTEXTS. Xlll
Page
§ 130. Penalty for transacting Business in a Foreign State without
obtaining a Permit 195
§ 131. License Tax on Foreign Corporations 19S
§ 132. Annual License Tax on Foreign Corporations 199
§ 133. To what Extent is the Taxing Power of the State with reference
to Domestic and Foreign Corporations engaged in Interstate
Commerce limited by the " Commerce Clause " of the Federal
Constitution? 202
PART IT.
SYNOPSIS-DIGEST OF THE INCORPORATION ACTS
OF THE SEVERAL STATES AND TERRITORIES
OF THE UNITED STATES 211-396
APPENDIX TO PART II.
SYNOPSIS-DIGEST OF THE BUSINESS CORPORATION ACT.
Dominion of Canada 39(3
Manitoba 397
Hawaii 398
Philippines 399
Porto Rico 400
PART III.
FORMS AND PRECEDENTS.
Specific Object Clauses 403-412
Forms for drawing Charters in all the States and Territories . . 443 508
General Object ( Insertion in Charters 509-510
Clauses regulating Business, etc 510 511
Compo of Minutes 512-518
Composite Form of By-Laws 519 52-1
Miscellai ' and Precedents ..">_' I 567
afting of Charters and the Preparation
of Minute I the Or anization Meetings of Corporations . . -~> i; 7 570
Table of Organization Taxes for all the States and Territories . . 571
Table of Annual Franchise Taxes for all the States and Territ 572
M ibles •'•
Gi m km. Indi \ 58
I vi .i x to 8ynopsi8-Digbst oi mii Incorporation A.cts of
the Severai States and Territories 613
l.Ni'i x to Precedent! 615 622
TABLE OF CASES.
[The references are to pages.]
A. C I. Co. v. Ellis, 150 Intl. 212; 59 N. E. 679 267
A. C. Society v. Gartell, 23 Ga. 448 257
A., etc. R. R. Co. v. Fletcher, 35 Kan. 236 ; 10 Pac. 596 40
A. L., etc. Co. v. -Mete. R. Co., 157 111. 641 ; 42 N. E. 153 77, 88, 178
A. M. & G. B. Co. u. Bulkley, 107 Mich. 447 ; 65 N. W. 291 298
A.M. F. Insurance Co. v. Jesser, 87 .Ma—. 146 291
A. M.L.I. Co. v. Owen, 15 Gray (Mass), 491 192
A. R. R: Co. v. Kidd, 29 Ala. 221 33
A. S. A. & G. Co. v. Whittier, 117 Mass. 451 109
A. S. Co. v. Heidenheiraer, 80Texas, 344; 15S.W. 1038 13
A. S. Mining Co. v. Company, 78 Cal. 629; 21 Pac. 373 232
A. S. & W. Co. v. Eddy, 130 Mich. 266 ; 89 N. W. 952 298
A. T., etc. Co. v. Hays. 165 Pa. St. 489; 30 Atl. 936 125
A, & L. T. Co. v. Holthouse, 7 Ind. 59 100
A. & N. T. Ry. Co. v. Smith, 15 O. St. 328 94
A. & R. A. L. Co. v. State, 63 Ga. 2183 179
Abbott v. Company, 33 Barb. (N. Y.) 583 146
Abbott v. Company, 4 Neb. 416 11,87
Acme Mer. Agency v. Rochford, 10 S. D. 203 ; 72 N. W. 466 366
Adams v. Company, Fed. Cases, 47 9
Adams Ex. Co. v. Ohio, 166 U. S. 224 205
Adv. Ben. Order v. Company, 195 Pa. St. 602 ; 46 Atl. 102 :;■">!
Afferton >-. Company, 07 In 1. 334 93
Ag. Bank v. Burr, 24 Me. 266 72
Albright v. Association, 102 Pa. St. 411 28,54
Albright v. Company, 8 N. M. 110; 42 Pac. 73 330
Aldrichw. A. C. & D. Co., 24 Ore. 32; 32 Pac. 756 351,352
Alliance Trust Co. v. Wilson, 9 Kan. 891 ; 59 Pac. 177 277
Ailing v. Wenzel, 133 111. 264 ; 24 N. E. 561 122
Allison v. Coal Co., 87 Tenn. 60; 9 S. W. 226 75,368
American Broom & Brush Co. '•. Addicks, 19 N. V. Misc. Rep. 36 192
American ('lay Vlfg Co v Am. Clay Mfg. Co., 198 Pa. St. L89 ; 47 Atl. 936 15,
American, iristian Union '•. Vomit, 101 l . S. 856 181, 192
America on, 60 Fed 603 00
American H. S. Co. v. O'Rourke, 23 Mont. 530 ; 59 Pac. 910 818
American In-. Co. v. Owen, 15 Gray, 191 .296
m [na Co. v. Wellmnn, 69 Ind. 113 269
American Order, etc. v. Merritt, 161 Mass. 558 ; 24 N E. 918 20
American Tube & Iron l npany, 165 Pa. St. 489 ; 80 Atl. 940 .... 121
:an Tube Works v. Machine Co., 139 Mass. 6; 29 N. E. 68 292
Anderson Carriage Co. w.Pungs, 127 Mich. 643; 86 N. W. 1040 297
Andres v. Fry, 118 Cal. 124 ; 46 Pac 634 66
Andrews v. Andrews, 110 111. 223 ::::
Andrews i>. Company, 37 Me. 266 2'.)
Application of La tc, 123 Cal 625; 66 F 284
Arapahoe, etc. Co. v, Stevens, 13 Col. 634 ; 22 Pac. 823 120
xvi taiu.i: OF CASKS.
A rents v. Company, I'M Fed. 138 158
Arms v. Conant, 86 Vt. 744 90,103,104
Vshland Lumber Co. w. Detroit Salt Co., 114 Wis. 60; 89 N. W. 904 .... 393
Ashley v. Ryan, 19 0. St. 504 ; 31 N. B. 721 ; 153 U. S. 430 .... 85, 20:;, 210
Ashley Wire Co. v. Company, 60 111. Ap. 179 38,40
lurbank, 2 Dill. (U. S.) 435; Fed. Cases, 582. 46,147
Ashville Div. v. Osten, 92 N. C. 678 337
Aspinwall et at. v. O. & M. R. R. Co., 20 Ind. 492 40,104
Atchison Bank v. Durfee, 18 Mo. 431 ; 24 S. W. 133 48
Atterbury v. Knox, 4 B. Monroe (Ky.), 90 185
Attorney General v. Bay State Min. Co , 99 Mass. 148 178
Attorney General ». Company, 93 Wis. 604; 67 N. W. 1138 393
Attorney General v. Company, 35 Wis. 425 391
Attorney General v. l'erkin, 73 Mich. 303 170
Augusta Bank r. Earle, 13 Peters, 519 (set Bank of Augusta v. Earle).
Aultman Taylor Co. v. Mead, 22 Ky. Law Hep. 1189; 60 S. W. '291 280
Austin v. Berlin, 13 Col. 198 ; 22 Pac. 433 109,230,237
Austin ». Tennessee, 179 U.S. 343; 45 L. E. 224 . 164,208
B.
B B. & T. Co. v. J. B. T. Co., 101 Tenn. 545 ; 48 S. W. 228 ■ 13, 98
B. 15. Co. v. A. &C. Co., Ariz. ; 35 Pac. 983 220
B. B. R. Co. v. Buck, 68 Me. 81 . . . .' 90,100
B. G. L. Co. v. Claffy, 151 N. Y. 24 ; 45 N. E. 390 62
B. J. C. C. Co. v. Scherr, 50 W. Va. 533 ; 40 S. E. 514 85, 390
1! P. Co. v. Rose et al., 95 Wis. 145; 70 N. W. 302 391
B. It. V. O. Co. v. Ilanley, 15 Utah, 506; 50 Pa. 011 63
B W. S. Co. v. Inhabitants of Braintree, 140 Mass. 482 ; 10 N. E 420 . . . 91, 92
B. & M. C. C. & S. M. Co. v. M. O. P. Co., 89 Fed. 529 51
B. & i ). Ry. Co. v. Maryland, 88 U. S. (21 Wall.) 450; 22 L. E. 678 . . . . 85, 203
Babbitt v. Field, Ariz. ; 52 Pac. 775 22:;
Babbitt v. E. J. I. Co., 1 Stew. Dig. 208, sec. 13 96
Badger Paper Co. v. Rose, 95 Wis. 45 ; 70 N. W. 302 92,93
Baines v. Babcock, 95 Cal. 581 ; 27 Pac. 074 2:12
Baker v. Backus, 32 111. 79 01,88,113
Baker v. Cincinnati, 11 O. St. 534 85
Bakers' Appeal, 109 Pa. St. 401 49
Balfour u. Company, 27 Ore. 300; 41 Pac. 164 351
Ball v. Toman, 119 Cal. 35 ; 51 Pac. 546 175
Baltimore City Pass. Co. v. Hambleton, 77 Md. 341 95
Baltimore, etc., Tel. Co. v. Company, 37 La. Ann. 883 69
Banet v. Company, 13 III. 504 46,147
Bank v. Alden, 129 U. S. 372; 32 L. E. 725 124,125
Bank v. Company, 103 Cal. 594 ; 37 Pac. 499 232
Bank v. Company, 17 Ap. Div. (N. Y.) 524 100
Bank v. Company, 18 Vt. 131 36
Bank v. Company, 32 W. Va. 357 ; 9 S. E. 243 121,138
Bank v. Davies, 43 la. 424 87
Bank v. Hall, 35 0. 158 173
Bank v. McCarthy, 55 Ark. 473 ; 18 S. W. 759 100,220
Banku. Pierson, 112 Mich. 410; 70 N. W. 901 297
Bank r. Sherman, 28 Ore. 577 ; 43 Pac. 658 192
Bank v. Walton Iron Co., 30 Bull (Ohio), 382 50
k v. Wickersham, 34 Cal. 444 : "
Bank Commissioners v. Bank of Buffalo, 6 Paige (N. Y.), 497 175
Bank of Augusta v. Earle, 13 Peters, 519 38,96,201
Bank of Holly Springs v. Pinson, 58 Miss. 421 75
Bank of Louisville v. Young, 37 .Mo. 398 197
Bard v. Poole, 12 X. V. 195 v -^
Barr v. Company, 125 N. Y. 263 ; 26 N. E. 145 115
Barry v. Company, 1 San. Ch. (N. Y^ 280 69,74
TABLE OF CASES. XVII
Bartemeyer v. Iowa, 18 Wall. 133 161
Bartholomew v. Company, 69 Conn. 521 ; 38 Atl. 45 : >l
Barton v. Association, 114 Ind. 226 ; 16 N. E. 486 53,155
Barton Nat. Bank v. Atkins, 72 Vt. 33 ; 47 Atl. 17(3 377
Bartow v. Mix, 15 Wash. 563 ; 46 Pac. 1033 383
Bassett v. Company, 15 Nev. 293 106,318
Bates v. Day, 198 Pa. St. 513; 48 Atl. 407 173,354
Bates v. Wilson, 14 Col. 140 ; 24 Pac. 99 . . ■ 27,67
Bayou Cook Nav. & Fisheries Co. v. Doullut (La.), 35 So. 729 20
Beach v. Smith, 30 N. Y. 116 50
Beard v. N. & A. P. Co., 71 Ala. 60 217
Beardsley u.Johnson, 121 N.Y. 224; 24 N.E. 380 74,106,107
Beckett v. Houston, 32 Ind. 393 nil
Beer Co. v. Massachusetts, 97 U. S. 25 162
Beitman v. Steiner, 98 Ala. 241 ; 13 So. 87 41,143,215
Belknap i>. Adams, 49 La. Ann. 1350; 22 So. 382 36
Bellows v. Todd, 39 Iowa, 209 40, 1()4
Benedict v. Company, 49 X. J. Eq. 235 ; 23 Atl. 485 • . . . . 52
Benner o. State, 7 Lea (Tenn.), 682 86
Bent v. Dnderdown, 156 Ind. 516 ; 60 N. E. 307 54,267
Burger v. U. S. Steel Corporation, 63 N. J. Eq. 809; 53 Atl. 68 325
Bergeron v. Hobbs, 96 Wis. 641 ; 71 N. W. 1056 87,17::
Bergman v. Association, 29 Minn. 275 ; 13 N. W. 120 100
Berry v. Rood, 168 Mo. 316; 67 S. W. 644 309
Bertha Zinc & Mining Co. v. Clure, 7 N. Y. Misc. Rep. 128 193
Berthin v. Company, 28 La. 210 38
Berwick v. Company, 39 Mich. 701 74
Bibb v. Hall, 101 Ala. 79; 14 So. 98 215
Bickley v. Schlag, 46 N. J. Eq. 533 ; 20 Atl. 250 125,326
Bigelow v. Gregory, 73 111. 197 80
Billings o. Robinson, 94 N. Y. 415 3 !
Daggett, 97 Mass. 494 290
Birds Case, 1 Simon (n. s.), 47; 40Eng.Ch. 47 2 1
Bishop v. Globe Co., 135 Mass. 132 48,295
Black v. Colwell, 83 Fed. 880 192
Black v. Company, 22 N. J. Eq. 130 78
Black, etc. Co. v. Hollway, 85 Wis. 344 ; 55 N. W. 418 56
Blackwell v. State, 36 Ark. 178 -106,225,226,227
Blienw. Rand, 77 Minn. 110; 79 N. W. 606 300
Block v. Woraer, 100 III. 328 109
Blodgett v. L. Z. Co., 120 Fed. 893 10
Board of True . v. Campbell, 48 La. Ann. 1543 ; 21 So. 184 280
dO. St. 236; 37 X. B. 20-3 344
Bolen v. Crosby, 19 X. V. 183 175
Boiling v. Le Grand, 87 Ala. 482 ; 6 So. 332 82
Bonaparte v. B. H. & Co., 75 Md. 340 ; 23 Atl. 784 288
Bonman v. Railway, 125 U. S 191 208
Booth et al. v. Robinson 55 Md. 419 287
Borough of Braddock ». Company, 189 Pa. St. 379 ; 42 Atl. 15 92,93
Boston Acid Mfg. Co. v. Moring, 15 Gray (Mass.), 211 74,80,109
Manufactory Co. i». Langdon, 24 Pick. 19 52, 156, 157
Bourdette v. Sieward, 107 La Ann. 258 ; 31 So. 630 282
123 III. 1 12; 14 N. K. 02 121
Bowie w. Grand Lodge, 99 Cal. 392; 84 Pac. 103 16
v. Church, 16 Md. 859 22,23, 33
Boyd v. Company, 90 Pa. St. 169
Boyert-. W. P. R R Co., Idaho, ; 66 Pac B26 •-" , .'i
Boyington v. Van Etten, 62 Ark. 63 ; 35 S. W. 622 229
Boynton v. Hatch, 17 N. Y. 225 12 1
Bradley v. McKee, 5 Cranch < C 9 Fed Cases, 1784 166
Bradley v. Reppell, 133 Mo. 645 ; 32 S. W. 645 74,155
Braintree Water Supply Co. i>. Braintree, 146 Mass. 482 ; 16 N. E. 420 . . .
Iiran.lt v. Ehlen, 59 Md. 1 134, 289
Brechbill v Randall, 102 Ind. 528; IN E. 862 269
Brennan v. Titusville, I 192
b
Will TABLE OP CAM.-.
Brewster v. Hartley, 87 Cal. 16 37
Co. v. Ferry Co., 29 Conn. 221 78
> Co. v. Wooley, 78 Ky. 625 06
Brigltam i>. Nathan, 62 Kan. 248 ; 62 Pac. 319 276
Brightman t>. Bates, 176 Mass. 105 ; 65 N. E. 809 105
Brinkerhoff, etc. Co. v. Company, 118 Mo. 447 ; 24 S. W. 129 47
Broadway Nat. Bank v. Baker, 176 Mass. 294 ; 67 N. E. 603 295
Brockway ». G. M. L. Co., 102 Ala; 620 ; 15 So. 431 214
Brooks i>. Syndicate, 24 Nev. 264, 811; 62 Pac. 575; 63 Pac. 597 320
Brown v. Brink, 57 Neb. 606 ; 78 N. W. 280 316
Brown v. Clow, 158 Ind. 403 ; 62 N. E. 1006 267
Brown v. Company, 19 Fla. 472 250
Brown v. Corbin, 40 Minn. 608 ; 42 N. W. 481 16
Brown v. F. S. H. Co , 119 Fed. 472 120
Brown v. Hogg, 14 111. 219 32
Brown i'. R. R. Co., 68 Ark. 134; 56S.W. 862 227,228
Brundage v. Company, 12 Ore. 322; 7 Pac. 314 351
Brunerw. Brown, 139 Ind. 600; 38 N.E. 318 121, 125,2(17
Budd v. Company, 15 Ore. 413 ; 15 Pac. 659 109
Budd v. New York, 143 U. S. 617 ; 36 L. E. 247 163
Buffalo, etc. Ry. Co. v. Cary, 26 N. Y. 75 88
Buffalo, etc. Ry. Co. v. Hatch, 20 N. Y. 157 69,71,73,81
Buffalo Zinc & Copper Co. v. Crump, 70 Ark. 525; 69 S. W. 672 220
Burden v. Burden, 159 N. Y. 187; 54 N. E. 17 108
Burgess v. Seligman, 107 U. S. 20 ; 2 S. Ct. 10 (50
Burham v. Company, 76 Cal. 24; 17 Pac. 940 166
Busby v. Reilly et al, 6 S. D. 401 ; 61 N. W. 164 303
Bushnell v. Company, 138 111. 67 ; 27 X. E. 596 74
Butchers' Union, etc. ». Company, 111 U. S. 746; 28 L.E. 585 163
Buxton v. Hamblen, 32 Me. 448 198
Byrnes v. Beck, 10 Ga. 121 13,98
Byronville Creamery Ass'n v. Ivers (Minn.), 100 N. W. 387 13
C. B. & Q. R. R. Co. v. Harris, 12 Wall. (U. S.) 65 198
C. B. & Q. R. R. Co. u. Lewis, 53 la. 101 ; 4 N. W. 842 33
C. C. Ry. Co. v. Allerton, 18 Wall. 2.°,:; 41, 70
C. D. & M. Ry. Co. v. Keisel, 43 la. 39 41
C. G. & S. M. Co. v. Ruble, 8 Ore. 285 13,98,348,349
C. G. L. Co. v. City of Covington, 22 K. L. R. 790; 58 S. W. 805 278
C. M. H. A. Co. v. Rosenthal, 55 111. 85 197,198
C. M. L. & I. Ass'n v. Hunt, 127 III. 257 100
C. O. L. I. Co. v. Sawyer, '44 Wis. 387 192
C. O. N. G. &F. Co. v. C. D. Co., 60 O. 96; 53 N. E. 711 30,60
C. P. E. Co. v. Company, 152 Mass. 432 ; 28 N. E. 300 192
C. R. Co. v. P. R. Co., 31 N. J. Eq. 475 13, 324
C. R. R. Co. v. Company, 32 S. C. 319 ; 11 S. E. 192 361
C. R. S. Bank v. Fiske, 62 N. H. 78, 180 321
C. U. A. Co. v. Scammon, 102 111. 46 1 ( J2
('. V. & P. Co. v. Secretary of State, 128 Mich. 621 : ST X. W. 901 .... 28, 76
C. V. & P. Co. v. Secretary of State, 88 Detroit L. N. 795 297
C. V. Co. v. Hoffmeister, 62 0. St. 189; 56 N. E. 1033 344
Cahill v. Association, 94 Md. 353 ; 60 Atl. 1044 289
Cahillr. Company, 2 Doug. (Mich.) 128 33,75
California w. Company, 127 U. S. 1; 8 S. Ct. 1073; 32 L.E. 157 85
California v. R. R., 127 U. S. 71 205
rnia Bank v. Kennedy, 167 U. S. 362 ; 42 L. E. 198 51
Callanan v. Windsor, 78 la. 193; 42 N. W. 652 135
Calumet Paper Co. v. Company, 96 la. 147 ; 64 N. W. 782 270
Camden v. Stuart, 144 U. S. 104 ; 12 S. Ct. 684 118
Camp v. Byrne, 41 Mo. 525 40, 96, 104, 3U8
TABLE OF CASES. XIX
Campbell ». Am. Zylonite Co., 122 N. Y. 455; 25 N. E. 853 42
Canada S. Ry. Co. v. Gebhard, 109 U. S. 527 ; 3 S. Ct. 363 40, 181
Canfieldw. Gregory, 66 Conn. 9; 33 Atl. 536 173
Carmody v. Powers, 60 Mich. 26; 26 N. W. 80 12
Carnahan v. Campbell, lob Ind. 226 ; 63 N. E. 364 267
Carolina Iron Co. v. Abemathy, 94 X. C. 545 24
Carpenter >•. People, 8 Col. 116; 5 Pac. 828 235
Cut v. La Fevre, 27 Pa. 417 121,135
Carroll v. Bank, 8 Mo. Ap. 2.3:5 100
Carroll v. Bank, 19 Wash. 639 ; 54 Pa. 32 24, 27
Carson Rand Co. v. Stern, 129 Mo. 381 ; 31 S. W. 772 310
Carter v. Company, 54 Ark. 576 ; 16 S. W. 579 317
Casey v. Galli, 94 U. S. 673 ; 24 L. E. 168, 307 24,27,28
Central Ag., etc. Ass'n r. Company, 70 Ala. 120 88
Central Nat. Bank v. Company, 104 U. S. 54 157
Central Ry. Co. v. Collins, 40 Ga. 582 37
Chafee v. Bank, 71 Me. 514 66,284
Chaffee v. Company, 55 Vt. 110 42
Chamberlain v. Chamberlain, 43 N. Y. 444 192
Chamberlain v. Company, 118 Mass. 552 157,174
Chamberlain v. D. S. Works, 103 Mich. 124; 61 N. W. 532 102
Champion Fire Kindler Co. v. Rischert, 74 Mo. Ap. 537 108
Chandler v. Siddle, 5 Fed. Cases No. 2594 ; 3 Dillon, 477 108
Chapman v. Company, 62 N. J. 497 ; 41 Ad. 690 36
Chapman v. Doray, 89 Cal. 52 ; 26 Pac. 605 100
Chase v. Company, 5 Lea (Tenn.), 415 48
Chase v. Fleming, Pac. Rep. 1904 (not yet reported) 222
Chase v. Lord, 77 X. V. 1 109
,. v. Company, 152 Mass. 428 ; 28 X. E. 300 109, 291
Chattanooga, etc. Ass'n v. Denson et al., 189 U. S. 408 217
is Co. v. Dewey, 16 Mass. 94 76,96
Chicago Bldg. Mfg. Co. v. Lyon, 10 Okla. 704 ; 64 Pac. 6 348
» Life Ins. Co. v. Needles, 118 U. S. 574 160
Childsv. Cleaves, 95 Me. 498; 50 Atl. 714 .287
Childs v. Hurd, 32 W. Va. 66 ; 9 S. E. 362 87
Childs v. Smith, 55 Barb. (N. Y.) 45 11
Chumolmv. Forney, 65 la. 333; 21 N. W. 664 272
Chouteau Ins. Co. v. Floyd, 74 Mo. 286 48
asen v. Eno, 106 N Y. 97 ; 12 N. E. 648 68,120,143
Christian v. A. F. L. & M. Co., 89 Ala. 198 ; 7 So. 427 217
Ciar c [glehart, 36 St. 157
Cincinnati Cooperage Co. v. Bate, 16 K. L. R. 626 ; 26 S. W. 538 279
Cincinnati Co Co. w. O'Keefe, 120 N. Y. 603 ; 24 N. E. 993 175
City Bank v. Beech, I Blatch. 425 38
City Bank of Columbus v. Bruce, 17 N. Y. 507 36
City of Greenville w. G. W. Co., 125 Ala. 625; 27 So. 764 217
City of Guthrie ». Territory, 1 Okla. 188; 31 Pac. 190 88
City of Pueblo v. Company, 28 Col. 524 ; 67 Pac. 162 235
City of Spokane v. Trustees, 22 Wash. 172; 60 Pac. 141 388
City Pottery Co. v. Fates, 37 N. J. Eq. 643 63
Clapp v. Company, 40 Neb. 470 ; 28 N. W. 956 87
Clapj. v. Peters »n, 104 111. 26 36, 87
Clark v. Beaver, l I ; 11 S. Ct. 468 138
Clark v. Middleton, 19 Mo. 64 198
Clark v. I!. U. Co., 60 Fed. 338 182
Clark w. Richardson, 17 Ky. L. Rep. 614; 31 S. W B78 80
Clarke v. C. R. R. & B. Co. et al., 50 Fed. Rep. 838 345
Clarke v. Ins. Co., 7 Mo. Ap. 77 H
Clearwater v. Meredith, 1 Wall. (U. S.) 26 179
Cleaton v. Emery, 19 Mo. Ap. 845 :!,,! '
Clegg v. Company, 61 la. 121 ; 16 N. W. 865 80,87,173
Clokus v. Company, 92 Wis W. 398 892
Clough o. Company, 26 Col. 620; 55 Pac. 800 146
Clow v. Brown, 150 Ind ■ E. 1084; 19 N E 1057 175,176
i v. Miller, 60 N. J. Eq. 179 ; 17 A tl. 345 103,105
XX TABLE OF CASES.
Coates v. Nottingham Water Works Co., 80 Bear. 86 45
Cochran v. Arnold, 68 Pa. St. 899 24, 28, 855
Coffin v. Ransdell, 110 Ind. 417 ; 11 N. E. 20 ■ 126
Company, 119 U. S. 848; 7 S. Ct. 281 124
Coito. Freed, 16 Utah, 426; 49 Pac. 538 45
Cole ».. Adams, 92Texas, 171; 46 S. W. 790 870
Cole v. Cassidy, 188 Mass. 347 292
Coleman o. Howe, 164111. 458; 89 N. E. 725 122,125,128,135
Coler v. Company, 64 N. J. Eq. 117 ; 53 All. 680 51
Collier v. Davis, 94 Ala. 456 ; 10 So. 86 217
Colorado Fuel Co. v. Lenhart, 6 Col. Ap. 511 ; 41 Pac. 834 237
Colorado Iron Works Co. v. Company, 15 Col. 499; 25 Pac. 325 191
Colwell v. Springs Co., 100 U. S. 55 182
Combes v. Keyes, 89 Wis. 297 ; 62 N. W. 89 155
Combined Saw & Planer Co. v. Flournoy, 88 Va. 1029; 14 S. E. 976 .. . 85, 178
Commercial Bank v. Lockwood's Admrs., 2 Harr. 8 247
Commercial Bank v. Sherman, 28 Ore. 673; 43 Pac. 658 351
Commercial Nat. Bank v. Burch, 141111. 519; 31 N. E. 420 261
Commissioners v. Company, 128 N. C. 558 ; 39 S. E. 18 339
Commissioners v. Shields, 02 Mo. 247 308
Commons v. Company, 12 Pa. St. 318 100
Commonwealth v. Alger, 7 Cush. 84 161
Commonwealth v. Company, 129 Pa. St. 405; 18 Atl. 414 75,110
Commonwealth v. Company, 52 l'a. St. 506 70
Commonwealth v. Company, 5 Mass. 230 157
Commonwealth v. Company, 98 Pa. 90 356
Commonwealth v. Cullen, 13 Pa. St. 133 4(5, 146
Commonwealth v. Dalzell, 152 Pa. St. 217 ; 25 Atl. 535 99
Commonwealth w.Detwiler, 131 Pa. St. 614; 18 Atl. 990 49,99
Commonwealth v. Phoenix Iron Co., 105 Pa. St. Ill 354
Commonwealths. Railway, 142 Mass. 146; 7 N. E. 716 291
Commonwealth v. Read Phosphate Co., 23 Ky. L. R. 2284; 67 S. W. 45 . . . 280
Commonwealth v. Slifer, 53 Pa. St. 71 156
Commonwealth v. Smith, 45 Pa. St. 59 40, 103
Commonwealth v. Smith, 10 Allen (Mass.), 448 CO
Commonwealth v. Standard Oil Co , 101 Pa. St. 119 191
Commonwealth v. Stevenson, 200 Pa. St. 509 ; 50 Atl. 91 354
Commonwealth' v. Water Co., 110 Pa. St. 391 ; 2 Atl. 63 110
Commonwealth ». Woelper, 3 S. & R. (Pa.) 29 103
Commonwealth v. Worcester, etc. Co., 3 Pick. 407 100
Commonwealth v. Yetter, 190 Pa. St. 488; 43 Atl. 226 49
Condon v. Association, 89 Md. 99 ; 42 Atl. 944 289
Cone, etc. Co. v. Poole, 41 S. C. 70; 19 S. E. 203 361
Connecticut River Bank v. Fiske, 62 N. H. 178 175
Connolly y. Union S. P. Co., 184 U. S. 540; 46 L.E. 679 168
Connor v. Abbot, 35 Ark. 366 173, 225
Continental Trust Co. v. T., etc. Ry. Co., 82 Fed. 642 88
Continental Trust Co. v. Toledo, etc. Ry. Co., 72 Fed. 92 45, 47
Conway et al., ex parte, 4 Ark. 302 225
Cooky. Brick Co., 9S Ala. 409; 12 So. 918 217
Cook v. Company, 87 Md. 138; 39 Atl. 94
Cook o. I lager, 3 Col. 386 236
Cook v. Merritt, 15 Col. 212; 25 Pac. 176 236,237
Cook.j r. Marshall, 191 Pa. St. 315; 43 Atl. 314; 196 Pa. St. 200; 4(5 Atl.
447 68, 302, 355
Cooper i\ Company, P27 N. C. 219; 37 S. E. 216 338
Cooper Mfg. Co. v. Ferguson, 113 U. S. 727; 28 L. E. 1137 191, 192
Corbett v. Woodward, 5 Saw. 403 103
Corey v. Morrell, 61 Vt. 598; 17 Atl. 840 376
Cork, etc. Ry. Co. v. Cazenove, L. R. 10 Ad. & El. 33 71
Corry v. Londonderry, etc. Co., 29 Beav. 272 ; 3 L. J. Ch. 290 45
Costello v. Company, 69 N. H. 405 ; 13 Atl 640 47
Cotton Mills y. Byrnes, 114 N. C. 353; 19 S. E. 238 339
Cotton Mills o. Cotton Mills, 116 N. C. 647 ; 21 S. E. 431 338
County of Macon v. Shores, 97 U. S. 272 110
TABLE OF CASES. XXI
Courtright v. Deeds, 37 la. 503 40, 110
Cousens v. Lovejoy, 81 Me. 467 ; 17 Atl. 495 287
Covington, etc. Co. v. Sargent, 1 Cinn. Sup. Ct. 354 45
Cowell v. Springs Co., 100 U. S. 55 40, 187
Coyote v. Ruble, 8 Ore. 284 13,98,348
Craddock v. Mortgage Co., 88 Ala. 281 ; 7 So. 196 207
CraigCo. u. Smith, 163 Mass. 262; 39 N. E. 1116 40
Craig Medicine Co. v. .Merchants' Bank, 59 Hun, 061 ; 14 N. Y. Sup. 6 . . . 106
Crandall v. Lincoln, 52 Conn. 73 36,41
Crease v. Babcock, 23 Pick. 344 164
Createau v. Foote Co., 40 Ap. Div. N. Y. 215 191
Crissey w.Cooke, 67 Kan. 20; 72 Pac. 541 48
Cromwell v. Ins. Co., 2 Rich. Law, 512 350
Cronin v. Company el al., 29 Wk. L. Bui. (Ohio) 52 73
Crook v. Company, 87 Md. 138; 39 Atl. 94 279
Cross v. Company, 17 111. 54 92
Cross v. Company, 90 l'a. St. 392 147
Cross v. Ry. Co., 35 W. Va. 174 ; 12 S. E. 1071 376
Crumlish Adm'r w. Ry.Co, 40 W. Va. 627 ;22 S. E. 90 375
Crystal Ice & Mfg. Co. v. State, 23 Tex. Civ. App. 293; 56 S. W. 562 . . . . 360
Cummer Lumber Co. v. Company, G7 N. Y. Ap. Div. 151 194
Curie o. Santini, 16 La. Ann. 27 273
Curran r. Bradner, 27 111. Ap. 582 94
Currier v Company, 56 N. II. 262 3b'
Curry v. Scott, 54 Pa. St. 270 45
Curry v. Woodward, 53 Ala. 371 200
Curtis v. Tracey et a/., 62 111. Ap. 49 867
Curtiss v. Murray, 26 Cal. 633 31, 210
D.
D. F Co. r. Augustine, 5 Wash. 67 180
D. H. Co. v. Marsh, Fed. Cases, 4014 83
D.M.&T. I. Co. w.Nixon, 95 Ala. 318; 10 So. 311 217
D. S., etc. Co. v. Attorney-General, 21 Can. Sup. Ct. 72 72
D. & C. F. Co. v. People, 156 111. 448; 41 N. E. 188 263
D. & H. Canal Co. v. Mahenbrock, 63 N. J. L. 281 ; 43 Atl. 978 328
D. & S. Ry. Co. v. D. C. Ry. Co., 2 Col. 673 235
Daly v. Company, 64 Ind. 1 l s!l
Dana v. Bank, 6 W. & S. (Pa.) 247 67
Danielsonw. Yoakum, 116 Cal. 382; 48 Pac. 322 173
Darnell v. State, 48 Ark. 321 ; 3 S. W. 365 .227
Dartmouth College w. Woodward, 11 Wheat. 518 153, 161
Davenport v. Lines, 72 Conn. 118; 14 Atl. 17 241
Davenport Nat. Bank v. Davis, 43 la. 424 ; 15 N. W. 865 80
Davis v. Company, 87 Ala. 633 ; 6 So. 140 62,53
Davis v. Company, 2 Utah, 74 108
Davis i;. Company, 77 Md. 85; 25 Atl. 982 99
Davis B impany, 101 Ala. 127 ; 8 So. 496 122,128,135
Da via Provision Co. <■ Fowler Bros., 163 X. V. 680 ■ 196
Day v. Company, 107 N. Y. 29; 18 N. E. 766 836
Day v. Company, 76 la. 694 ; 38 N. W 118 46,147,162
Debman v. Company, 126 N. C. 831 ; 36 S. E. 269 1£9, 38fl
Deb., elc, Co v. Pensauken, 116 Fed. 910 828
DeLacey - Company, 1 Havi -'7 1 <J1
Delafleld v. [llinois, 2 Hill (N. Y.), 172 110
De La Verirne Refrigerating Machine Co. v. Ger. Sav, In., 175 U. S.40; 2<>
8.Ct.20 . . . 86,87, 144
Delaware R. R. Tax, 86 U. S. 206 200,204
I ire Ry. Co. v. Tharp, I Houst (Del I 149 46, L47
Demarestw. Flack, 128 N. Y. 205; 28 N E. 646 182,186,187,838
Denike v. Company, 80 N. Y. 600 167,160
XX 11 TABLE OF CASES.
DenBmori Oil Co. ». Densmore, 64 Pa. St. 48 13,11,0m
Dent v. West Virginia, 129 U.S. 114; 82 L. E. 623 168
Deringer's Adm'r w. Deringer's Adm'r, 6 Houst. 416 217
Detroit Chamber of Commerce v. Gardner, 109 Mich. 691 ; 07 N. W. 897 . . 68
Detroit Chamber of Commerce v. State Secretary, 109 Mich. 691; 07 N. W.
897 " 41, 147
Detroit Citizens' Street Ky. Co. v. Common Council, 125 Mich. 073; 85 N. W.
96 " 32,52
Dexter v. McClellan, 116 Ala. 87 ; 22 So. 461 213
Diamond Match Co. v. Powers, 61 Mich. 145 182
Dickinson v. Northern Trust Co., 80 Fed. 452 125
Dispatch Light Packet Co. v. Company, 12 N. H. 205 101
Dittman v. Company (N. J.), 54 Atl. 670 16
Doernbecherw. Company, 21 Ore. 573; 28 Pac. 899 350
Donald w. Company, 61 N.J. Eq. 458; 48 Atl. 786 138
Doty v. Patterson, 155 Ind. 60 ; 56 N. E. 668 28,266
Douglass v. Company, 118 N. Y. 484; 23 N. E. 806 61
Doyle v. Company, 94 U. S. 535 181, 199
Doyle v. Mizner, 42 Mich. 382 ; 3 N. W. 968 79,80
Dozier u. A. C. Mills, 67 Ark. 11 ; 53 S. W. 403 .* 228
Droegew. Company, 163 N. Y. 466; 67 N. E. 747 191
Droitwitch Pat. Salt Co. v. Curzon, L. R. 3 Ex. 35 67
Drummond's Case, L. R. 4 Ch. Ap. 772 . 49, 113
Dublin, etc. Ry. Co. v. Black, L. R. 8 Ex. 181 71
Ducat v. Chicago, 10 Wall. (U. S.) 415 181
Dudley v. Collier, 87 Ala. 431 198
Duggan v. Company, 11 Col. 113 ; 17 Pac. 105 21,27,88,91,235
Duke v. Taylor, 37 Fla. 64; 19 So. 172 96,103,104,182,252,254
Duluth Club w. McDonald, 74 Minn. 254; 76 N. W. 1128 48
Dunbarton Flax Spinning Co. v. Greenwich & Johnsonville Ry. Co., 87 N. Y.
Ap. Div. 21 196
Dunlapw. Rauch, 24 Wash. 620; 64 Pac. 807 384
Durfee v. Company, 5 Allen (Mass.), 230 146, 149
Durkee v. People, 155 111. 351; 40 N. E. 626 57
Durlacheru. Frazer, 8 Wy. 58; 55 Pac. 306 393
Dvkman v. Keeney, 160 N. Y. 677; 54 N. E. 1090 57,174
E.
E. G. L. Co. v. Green, 49 N. J. Eq. 329 ; 24 Atl. 560 93, 326
E. W. & Mining Co. v. Pierce, 90 Cal. 131 ; 27 Pac. 44 232
E. &N. Y. C. R. R. Co. v. Owen, 32 Barb. (N. Y.) 616 12
E. & S. A. M. & I. Co. v. Hardy, 93 Texas, 289 ; 65 S. W. 169 199
Eagle Insurance Co. v. State of Ohio, 153 U. S. 446 165
Eakinsw. Company, 76 Mich. 568; 42 N. W. 982 296
Eakright v. Company, 13 Ind. 404 07,92
East N. Y. J. R. Co. v. Lighthall, 36 How. Pr. 481 121
Eastern Flank Road Co. v. Vaughan, 14 N. Y. 540 ..... 27, 28, 54, 72, 169
n Trust & Banking Co. v. Willis, 6 D. C. Ap. 375 250
Edison Co. «. Canadian Co., 8 Wash. 370; 36 Pac. 260 385
Edwards v. Company, 27 La. Ann. 474 125
Edwards v. Denver & R. G. R. Co., 13 Col. 59; 21 Pac. 1611 85
jton v Doolittle, 38 Conn. 402 102
Electric L. Co. v. Rust, 117 Ala. 680; 23 So. 751 217
Elevator Co. v. Memphis, etc. Co., 85 Tenn. 703; 5 S. W. 52 45
Elkins v. Company, 36 N. J. Eq. 233 326
Ellerman v. Ry. Co., 49 N. J. Eq. 217 ; 23 Atl. 287 107
Emert v. Missouri, 156 U. S. 296 206
Empire Mills v. Company (Tex. Ap.), 15 S. W. 506 182
Enterprise Brewing Co. v. Grime, 173 Mass. 252 ; 63 N. E. 855 295
Enterprise Ditch Co. v. Moffitt, 58 Neb. 642; 79 N. W. 560 48,315
Erie R. R. v. Pennsylvania, 158 U. S. 437 209, 210.
TABLE OF CASES. XX111
Esgen v. Smith, 113 la. 25 ; 84 N. W. 954 141
Evans v. Lee, 11 Nev. 194 ISO, 320
Evans v. Pease, 21 R. I. 187 ; 42 Atl. 506 358
Everetts v. Company, 20 Conn. 448 156
Ewing v. Company, 56 Cal. 649 232
Ex parte Fisher, 20 S. C. 190 359
Ex parte Frank, 52 Cal. 606 100
Ex parte Holmes, 5 Cowen (N. Y.), 428 99
Fx parte Fritz, 9 la. 30 10
Ex r arte Spring Valley Water Works, 17 Cal. 132 82
ISx parte S. & W. W.. 17 Cal. 132 230
Eyre v. Harmon, 92 Cal. 580 ; 28 Pac. 779 175
F.
F. A. A. M. Co. v. Tliies, 26 Nev. 158 ; 65 Pac. 373 319
F. B. Co. v. Wood, 14 Ga. 80 84
F. B. D. G. Co. o. Lester, 60 Ark. 120 : 29 S. W. 34 192
F. C. T. Co. v. Floyd, 47 O. St. 525 ; 26 N. E. 110 176
F. G. B. & T. Co. v. Gade, 55 111. 181 87
F. L. S. Co. v. Clowes, 3 N. Y. 470 53,155
F. L. T. Co. v. H. F. N. Co., 41 N. Y. 619 33
F. L. & T. Co. v. Funck, 49 Neb. 353 ; 68 N. W. 520 316
F. M. & Co. v. McLeod, 8 Col. Ap. 190 ; 45 Pac. 282 236
F. N. Bankw. C pany, 42 Minn. 327 ; 44 N. W. 198 142
F. N. Bank v. Company, 59 O. St. 316 ; 52 N. E. 834 29
F. & J. M. Co. a. Foster, 4 Dak. 329 191
Fairchild v. Association, 71 Mo. 526 32, 73
Falconer v. Campbell, 8 Fed. Cases, 4620 ; 2 McLean, 195 30,212
Falls v. U. S. S. L. & B. Co., 97 Ala. 417 ; 13 So. 25 217
Fargason v. Company, 78 Miss. 65 ; 27 So. 877 102,113,305,306
Farmers' Bank v. Company, 108 Ivy. 447; 56 S. W. 719 60
Fanners', etc. Dank v. YVasson, 48 la. 336 47
Farmers' Loan & Trust Co. v. Smith, 74 Conn. 625 j 51 Atl. 609 243
Farnsworth v. Robbins, 36 Minn. 369 ; 31 N. W. 349 302
Fair v. Briggs' Estate, 72 Vt. 225; 47 Atl. 793 376
Farrior v. N. E. M. S. Co., 88 Ala. 276 ; 7 So. 200 217
Faulda v. Gates, 57 111. 416 102,103
Fawcette u. Charles, 13 Wend. 473 '61
rstonhaugh v. Company, L. R. 1 Kx. 318 51
Felker v. Company, 148 Mass. 226 ; 19 N. E. 225 174
Fertilizing Co. v. Hyde Park, 97 U. S. 659 162
Fey v. Company, 32 111. Ap. 618 262
Field o. Cooke, 16 La. Ann. 153 77,80
Finch v. Ullman, lor, ,m,,. 255 24', 27
Fink v. Company, 5 Ore. 301 29
Finnegan v. Noerenberg, 62 Minn. 239; 63 X. W. 1150 If, 88 301
First Ave. Land Co. v. Parker, 111 Wis. 1; 86 N. W. 604
First M. E. Church v. Dixon, 178 111. 260 ; 52 N E. 887
First Nat. Bank v. Company, .191 111. 128; 60 N. E. 859 263
First Nat. Bank v. Davies, 13 la. 124 270
First Nat. Bank v. King, 60 Kan. 733; 67 Pac. 962 276
First Nat. Bank v. Nat. Ex. Bank, 92 U. S. 122 87
First Nat. Bank of Peoria v. P. W. Co., 191 III L26 60 N i 369 15
Fisher v. Parr, 92 Md. 245; 48 Atl. 621 288
Fitzhugh v. Bank, 3 Monroe (Ky.), 128 no
Fitzpatrick v. D P. Co., 83 Ala. 604 ; 2 So. 727 214,215
. Conn, 16 Fla. 128 109
Fletcher i>. Bank (Ark.), 69 S. W. 580 227
Flint v. Pierce, '•' ! 99
Florsheim v. Bank, 192 111. 382 ; 61 N. E . 40] 263
Florsheim, etc. Co. w.Lester, 60 Ark. 120; 29 S. W. 34 191
XXIV TABLE OF CASES.
Floyd r. N. L. & I. Co., 49 W. Va. 827 ; 88 S. E. 653 889
. Blair, 139 U.S. 118; 86 L.E. 104 120,138
Foote v. Bank, 194 111. 600; 62 N. E. 834 263
Ford v. Association, 155 111. 166 ; 39 N. E. 651 1(18
Forrester v. Company, 21 Mont. 544; 55 Pac. 229; 74 Pac. 1088 51
Fortier v. Bank, 112 U. S. 439; 6 S. Ct. 234 28
Foster v. Bank, 16 Mass. 245 53
Foster v. Company, 5 S. D. 57 ; 68 N. W. 9 365
Foster v. Kansas, 112 U. S. 201 ; 28 L. E. 269 155,10:5
Fouehei;. Bank of Rome, 110 Ga. 827; 36 S. E. 256 256
Fox v. Company, 108 Cal. 478; 41 Pac. 328 232
Franco-Texas Land Co. v. Laigle, 59 Tex. 839 40,96,104
Franklin Bank v. Commercial Bank, 86 O. St. 258 37
Franklin Bridge Co. v. Wood, 14 Ga. 80 109
Franklin Company v. Bank, US Me. 43 285
Freeman v. Company, 38 Me. 343 96,104,285
Freon v. Company, 42 O. St. 80 105
Fritts v. Palmer, 132 U. S. 288 184,192
Frost v. Company, 67 Minn. 325 ; 59 N. W. 308 302
Frost Mfg. Co. v. Foster, 76 la. 535 ; 41 N. W. 212 271
Frostberg Min. Co. v. Company, 81 Md. 28 176
Fry's Executors v. Company, 2 Mete. (Ky.) 322 146
Fuller v. Howe, 57 N. T. 23 173
G.
G. B. &M. R. Co. v. Union Steamboat Co., 107 U. S. 98; 27 L. E. 413 ... 15
G. I. & E. Co. v. Toler, 80 Md. 278 ; 30 Atl. 651 104, 106
G. I. R. G. M. Co. v. G. R. Co., 128 U. S. 598; 9 S. Ct. 166 14
G. L. & H. I. Co. v. Hamper, 73 Ala. 325 10, 28, 41, 216
G. L. D. Co. v. Perkins (Texas), 26 S. W. 256 54, 55
G. M. & S. Co. v. Richards, 95 Mo. 106 ; 8 S. W. 246 87, 92, 93
G. R. B.Go. w.Rollins, 13 Col. 4; 21 Pac. 897 235
G. R. L. Co. v. Company, 6 N. Dak. 276; 69 N. W. 691 342
G. & A. Co. v. Company, 46 Neb. 333; 64 N. W. 978, 1097 316
Gadew. Company, 165 111. 367; 46 N.E. 286 93
Gainey v. (iiLson^ 149 1ml. 58; 48 N K. 633 267
Gale Mfg. Co. v. Finkelstein, 22 Tex. Civ. Ap. 241 191
Galveston, etc. Ry. Co. v. Cowdrey, 11 Wall. 459; 20 L. E. 199 .. . 40, 96, 104
Gamble v. Q. C. W. Co., 123 N. Y. 91 ; 25 N. E. 201 125, 130, 149
Gansw. Switzer, 9 Mont. 408; 24Pac. 18 312,313
Garnet et at. v. Richardson et al., 35 Ark. 144 225
Garrett w. Company, 113 Mo. 330; 20 S. W. 965 143,144,309
Garrett Ford Co. v. Company, 20 R. I. 189 198
Garrison v. Howe, 17 N. Y. 458 175
Gary v. Company, 9 Utah, 104; 35 Pac. 404 112
:Co. v Lima Flectric Co., 4 Ohio Nisi Prius Rep. 167 .... 346
Gent v. Company, 107 111. 652 87,94,95
Gent v. M. & M. I. Co., 107 111. 052 202
George v. N. E. M. Sec. Co., 109 Ala. 548 ; 20 So. 331 217
Bank v. K. T. Co., 19 Ky. Law Rep. 361; 40 S. W. 458 .... 278
Germania Nat. Bank v. Case, 99 U. S. 628 172
Gibbons v. Ogden, 9 Wheat. 1 161
S7 Fla. 531 ; 8 So. 633 252,254
Giddingi;. Holter, 19 Mont. 203; 48 Pac. 8 174
Gilbert v. Endowment Ass'n, 10 D. of C. Ap. 316 250
Gilchrist v. H. H. S. & S. R. Co., 47 Fed. 593 191,192
Gilkie, etc. Co. v. D. T., etc. Co., 46 Neb. 333; 64 N. W. 978 125
Gill o. Bavli s, 72 Mo. 424 146
Gillis v. Bailey, 21 N. H. 149 1<»8
Githers v. Clarke, 158 Pa. St. 616 ; 28 AtL 232 174
TABLE OF CASEa XXV
Glass Co. v. Companv, 32 Ind 376 41
Glenn v. Hunt, 120 Mo. 330 ; 25 S. W. 181 171
Glenn Falls Paper Co. v. White, 18 Hun (N. Y.), 214 175
Globe Realty Co. v. Whitney, 106 La. Ann. 257 ; 30 So. 745 282
Gloucester Ferrv Co. v. Pennsylvania, 114 U. S. 196 -U>
Goddardw. Crefields Mills, 75 Fed. 818; 21 C. C. A. 530 198
Goddard v. Merchants' Ex., 9 Mo. Ap. 290 100
Go]. Iberrv r. Carter, 100 Va. 438; 41 S.E. 858 382
Golder v. Bressler, 105 111. 419 147
Goodrich v. Reynolds, 31 111. 490 121
Gorder v. Connor, 56 Neb. 781 ; 77 N. W. 383 316
Cordon v. Appeal Tax Court, 44 U. S. (3 How.) 133; 11 L. E. 529 . . . . 85, 203
Gores v. Day, 99 Wis. 276; 74 N. W. 787 381-391
Graham v. Company, 118 U. S. 161 ; 6 Sup. Ct. 1009 98
Granby Co. v. Richards, 95 Mo. 106 ; 8 S. W. 246 83.308
Grand Lodge v. Graham, 96 la. 592 ; 65 N. W. 837 15,31
Grand River College v Robertson, 67 Mo. Ap. 329 46
Gravest?. Brooks, 117 Mich. 424; 75 N. W. 932 • ... 298
Green v. Association, 105 la. 628 ; 15 N. W. 935 199
Green v. Breard, 35 La. Ann. b'o 16
Green v. Demis, 6 Conn. 304 33
Greenbrier Ex. v. Rodes, 37 W. Va. 738 ; 17 S. E. 305 386
Green Co. v. Blodgett, 55 111. Ap. 556 32
Greene v. Company, 62 O. St. 67 ; 56 N. E. 642 343
Greene v. Mosten ct a/., 66 III. App. 345 262
Greenough v. Company, 64 Fed. 22 101
Greenville Compress & Warehouse Co. v. Company, 70 Miss. 669; 13 So.
879 179, 304
Greenwood v. Company, 105 U. S. 13 153
Gregory v. Bank, 3 Col. 322 237
Griffin v. Companv, Fed. Cases, 5816 79
Grindle v. Stone, 78 Me 176; 3 Atl. 183 285
Grocer I •■ , 36 Mo. Ap. 288 309
Grubb v. Company, 14 Pa. St. 305 24
Gulliver v. Roelle, 100 111. 141 13
Gunn v. Company, 57 Ark. 24 ; 20 S. W. 591 229
Guntherw. Company, 107 Ky. 44; 52 S. W. 931 75,175
II.
H. D. P. Ass'n v. Stevens, 34 Neb. 528 ; 52 N. W. 568 68
H. F. Road Co. v. Townsend, 13 Ont. Ap. Rep. 534 18
H. M. Co. v. Bremer, 12 R. I. 491 85
H. W. I. Co. v. N. Y. H. I. Co., HON. Y. 94; 35 N. E. 417 84
H. & N. Ry. Co. v. Croswell, 5 Hill (N. Y.), 383 117
Bank, 41 Neb. 764; 60 N. W. 85 88
i Hall, 111 Ala. 442; 20 So. 78 205,215
nsack Water Co. v. De Kay, 36 N. J. Eq. 648 27
Civ. Ap.), 34 S. W. 630 13
Hallw. '-348 39,60
Hall v. Crandall, - 1 100, 231
Hall v . 1 - 91 Ala. 863; 8 So. 348 217
Hall*'. Henderson, 126 Ala. 449; 28 So. 531 36
Hamilton v. Company, 15 Texas An. 338; 89 S. W. 641
Hamilton Trust Co. v. Clemens, 163 N. Y. 423; 67 N. E. 614 07
l: R l t; ." 42
Hammer v. Companj , 130 U. S. 291 199
Hammond v. Strauss, 53 Md. 1 78,98,113
:k Nat. Bank v. 1 Mass. 414 ; 44 N. E. 349 292
Hand v. Co., 143 Pa. St. 408 ; 22 Atl 709 60
itutz, L39 D. S H7; 35 L E 227 . . . 40,97, 104, LIS, 120, 142, lit
impany, 23 O. St. 622 92, 106, 190
Hannington v. Georgia, 161 IT. S. 299 ; II L. E. 166 164
X\vi TABLE OF CASKS.
Hap v. Mill Co., 89 Mo. Ap. 463 308
Harding r. American Glucose Co., 182 111. 651 ; 55 N. E. 577 . . . . 40, 104, 108
r v. Company, 182 111. 651 ; 55 N. E. 677 262,263
Hardman v. Sage, 124 N. Y. 26; 26 N. E. 354 109
Harmon v. Hunt, 116 N. C. 678; 21 S. E. 669 338
Harmon v. Page, 62 Cal. 448 232
Harrell v. Blount, 112 Ga. 711 ; 38 S. E. 66 256
Harrington v. Connor, 61 Neb. 214; 70 N. W. 911 317
Harris'/, (i L. Co., 128 Ala. 652; 29 So. 611 213
Harris v. McGregor, 29 Cal. 124 47,66,230
Hart v. Company, 40 Conn. r>24 242,
Hart r. Livermore Co., 72 Miss. 80'.* ; 17 So. 709 191
Hartford Fire Ins. Co. w. Raymond, 70 Mich. 486; 38 N. W. 74 199
Harvey v. Company, 118 N. C. 693 ; 24 S. E. 489 105
Haskell v. Read (Neb.), 93 N. W. 997 96
Hasting Malting Co. ». Company, 65 Minn. 28 ; 67 N. W. 652 .... 125,127
Hastings v. Anacortes, etc. Co., 29 Wash. 224; 69 Pac. 776 40,84
Hastings v. Company, 29 Wash. 224; 69 Pac. 776 382
Hawes v. Anglo-Saxon Co., 101 Mass. 385 201
Hawkins v. Company, 38 Ore. 544 ; 64 Pac. 320 350
Hayden v. Atlanta Cotton Factory, 61 Ga. 233 256"
Hays v. Merkle, 70 Mo. 509 310
Hay ward v. Leeson, 176 Mass. 310 ; 57 N. E. 656 295
Hazelton Boiler Co. v. Company, 137 III. 231 ; 28 N. E. 248 14
Hazelton Boiler Co. v. Company, 142 111. 494 ; 30 N. E. 339 15
Heald v. Owen, 79 la. 23 ; 44 N. W. 210 270
Heath v. S. L. Mining Co., 39 Wis. 146 98,391
Heck v. McEwen, 12 Lea (Tenn.), 97 54
Heggie v. Association, 107 N. C. 581 ; 12 S. E. 275 337
Heileman Co. v. Peimeisl, 85 Minn. 121 ; 88 N. W. 441 304
H.inegv. Company, 81 Ky. 300; 5 Ky. L. Hep. 281 80
Hellerman v. Maier, 116 Cal. 416 ; 48 Pac. 377 120
Heminway v. Heminway, 58 Conn. 443; 19 Atl. 766 100,242
Henderson o. Turngreen, 9 Utah, 432; 35 Pac. 495 374
Hendrix v. Academy of Music, 73 Ga. 437 . . . '. 68,72,82
Hener v. Carmichael, 82 la. 288; 47 N. W. 1034 75
Hennesey i\ Muhleman, 40 N. Y. Ap. Div. 175 ; 67 N. Y. S. 854 62
Henry v. Gt. Northern Ry. Co., 4 K. & J. 1 ; 27 L. J. Ch. 1 45
Hequembourg t>. Edwards, 155 Mo. 514; 55 S. W. 490 175,176
Herrod v. Hamer, 32 Wis. 102 93
Hessler v. Company, 61 O. St. 621 ; 56 N. E. 409 342
Heuer v. Carmichael, 82 la. 2ss- ; 47 N. W. 1034 75, 270
Higgins t>. Lansingh, 154111. 301; 40 N. E. 362 46
HigginsCo. v. Higgins Soap Co., 144 N. Y.462; 39 N. E. 490 15
Hill v. Reach, 12 N. J. Eq. 31 185
Hill v. Nisbet, 100 Ind. 341 37, 38
Hilles v. Parrish, 14 N. J. Eq. 380 103, 104, 325
Hinckley et al. v. Pfiester et al., 83 Wis. 64 ; 33 N. W. 21 393
Hockett v. State, 105 Ind. 250 ; 5 N. E. 178 269
Hodgson v. Company, 46 Minn. 454 ; 49 N. W. 197 40,96,103,104
Holden v. Harden, 169 U.S. 366; 42 L. E. 780 163
Hole v. Walker, 31 la. 344 172
Holladay v. Elliott, 8 Ore. 85 349
Hollingsworth v. Sou. R. R. Co., 86 Fed. 353 361
Hollmanu. Company, 9 G. &J. (Md.) 462 99
Holman v. State, 105 Ind. 569 ; 5 N. E. 702 24,91,160,268
Holmes v. Gilliland, 41 Barb. (N. Y.) 568 26,28,80
Ins. Co. v. People of State of N. Y., 134 U. S. 594; 10 S. Ct. 693; 33
L. E.1024 . . 84,204,205
Hood i\ Company, 42 Conn. 112 °9
v. McNaughton, 64 N J. L. 425; 24 Atl. 497 171,173,320
Hook v. Gt. Western Ry. Co., 3 L. R. Ch. 262 45
r v. State of California, 155 D. S. 648 ; 39 L. E. 297 184,207, 208
Hope Mut. Fire Ins. Co. v. Beckman, 47 Mo. 93 147
Hope Mut. Life Ins. Co. v. Perkins, 38 N. Y. 404 191
TABLE OF CASES. XXV11
Horn Silver Min. Co. r. New York, 143 U. S. 314 . 181, 192, 199, 200, 204, 205, 208
Horn Silver Min. Co. ». Ryan, 42 Minn. 196 ; 44 N. W. 56 175
Hornor v. Hennins, 93 U. S. 226 175
Horton r. Wilder, 48 Kan. 222 ; 29 Pac. 566 102
Hospes v. Company, 48 Minn. 174; 50 N. W. 1117 114,124,126
Houston v. Jefferson College, 63 Pa. St. 428 58
Howard ». Association, 125 N. C. 49; 34 S. E. 199 .... 339
Howe v. Scarborough (Ala.), 35 So. 113 101
Hovt v. Quicksilver Mining Co., 78 X. Y. 159 45
Hoyt v. Thompson, etc., 19 N. Y. 207 108
Huffman v. Company, 13 Tex. Civ. Ap. 109 180, 199
Hughes v. Bank, 5 Litt. (Ky.) 45 88
Hughes v. Companv, 84 Md. 316 17, 68, 73, 79
Hughes v. Parker, 20 N. H. 58 74
Hughesdale Mfg. Co. v. Vanner, 12 R. I. 491 160, 178
Huguenot Nat. Bank v. Studwell, 6 Daly (N. Y.), 713 107
Humaston v. Companv, 20 Wall. 20 125
Humphreys v. Mooney, 5 Col. 282 40, 79, 80, 87, 92, 90, 98, 235, 236
Hunt v. Company, 11 Kan. 412 92
Hunter v. Companv, 2(3 La. 13 102
Huntington w. Attrill, 118 N. Y. 365;23N.E. 544 174
Hurlbut v. Marshall, 62 Wis. 590 ; 22 N. W. 852 67,101
Hurt v. Salisbury, 55 Mo. 310 80,87,93,173,308
Hutton v. Scarborough Hotel Co., 2 Drew. & Sim. 514 45
I. O. of F. v. Commissioner, 98 Wis. 94; 73 N. W. 326 390
I. T., etc. Co. ». Herkimer. 46 Ind. 142 87
L W. C. Co. v. Pearson, 140 111. 423 ; 31 N. E. 400 84
I. & E. Co. v. Locke, 50 Ala. 332 216
Illinois Watch Case Co. v. Pearson, 140 111. 423 ; 31 N. E. 400 84
Independent Medical Colleger. People, 182 111. 274; 55 N.E. 345 263
Indiana Bond Co. v. Ogle et al., 22 [nd. Ap. 593; 51 X. E. 407 . . . . 16, 20, 265
Indianapolis Min- Co. r. Herkimer, 42 Ind. 142 . . . , 80
Industrial Mut. Dep. Co. v. Cen. Mut. Dep. Co., 23 Ky. L. Rep. 2217 ; 66 S. W.
1032 15
In re A. A. Griffing Iron Co., 63 N. J. L. 168, 357; 41 Atl. 931 ; 4(i All.
1097 46, 76, 103, 107
\pplication for charter, 10 Phil. Rep. 130 54
I Application for charter, 27 Wk. Notes of Cases (Pa.), 399 13
Application for charter, 5 Pa. Dis. Rep. 213 83
Association, 19 Pa. Co. Ct. Rep. 25 67,83
/ Barneds Bakery Co., L. R. 2 Ch. 674 24
lenefit Society, 10 Phil. 19 29
In re British Sugar Refining Co., 3 K. & J. 408 96
i entury Club, 27 \V. N. <'. 399 13
Charter Acknowledgment, 28 Pa. Co Ct. Rep. 187 79
I 1 Phil. 121 80
I ounty Pal:' D. Co., I. R, 9 Ch. 691 49
:i Building Association, 1 Leg. Reg. (I'a.) 177 110
fnreDuQ Ct. Rep. 556
irter, 12 I'a Co. Ct. Rep. 491 83
M ut. Ben. Ass'n, I" I'a 380 82
In n Excelsior Fire In- Co, 16 Abb, Pr. 8 103
G rmania Sangerbund, 12 Pa. Co. Ct. Rep. 89 67
27 All. 383 ^
I- Ail 311 ."..".6
Tnre Italian Mutual Benefit Society, 1 I'a. Die. Rep. 857 9
In r< John II Deveaus et ■•'., -"'l Ga. 673 15, 20, 82
' mrnalistic Fun. I, s Phil. 212 17
Tnn Klaus, 67 Wis. 101 ; 29 N W 682 47,100
In re Lady Bryan Co., 1 Saw. 849 1"-!
xxviii I ABLE OF casks.
B Co., 1 San. 849 318
Lighthall Mfg Co., 47 Hun, 268 108
Lincoln Co., 190 Pa. St. 124 ; 42 Atl. 688 150
M & 11. liv. Co., 19 Wend. 185 108
/. McGraves Estate, 111 N. Y. 66 88
/ N.I.E Co., 142 Pa. St. 450 ; 21 Atl. 879 84
'ennsylvania Bottling Co., 19 Pa. Co. Ct. Rep. 693 46
/ Philadelphia Artisans Institute, 18 Phil. 229 109
' ospe t Park & Coney [sland By. Co., 67 X. Y. 371 170
In n Shakopee, etc. Co., 37 Minn. 91 ; 33 N. W. 219 87, 03, 109
South Mountain -Con. Mining Co., 8 Saw. 366; 7 Saw. 80 131
Inre Sowego Water Co., 88 W.N. C. (Pa.) 148 80
I Spring Valley Water Co., 17 Cal. 132 65
I St. Helen Mill Co., 13 Saw. 92 107
/ St. Lawrence Steamboat Co., 44 N. J L. 529 103
[n re Stevedores Beneficial Ass'n, 14 Phil. (Pa.) 130 109
/ e U. S. M. Rep. Agency, 115 N. Y. 176 ; 21 N. E. 1034 41
/ , Wragg, L. R. 1 Ch. 796 14°
Instone v. Company, 2 Bibb. (Ky.) 578 96
Insurance Co. v, Kamper, 7:'. Ala. 325 41
Insurance Co. v. N. H. P. Co., 37 La. Ann. 233 13
Int. Trust Co. v. Company, 70 N. H. 118; 46 Atl. 1054 63
Inter. Trust Co. v. Company, 3 Wy. 803; 31 Pac. 408 305
Iron Co. et al. v. Hays et al., 165 Pa. St. 489 ; 30 Atl. 936 122,132
Iron Silver Mining Co. v. Cowie, 31 Col. 450 ; 72 Pac. 1067 239
Irvine v. McKeon, 23 Cal. 472 232
Irvine v. Turnpike Co., 2 Pen. & W. (Pa.) 466 147
Irvine Co. v. Bond, 74 Fed. 849 40
Isle Royale Land Corporation v. Secretary of State, 70 Mich. 162 ; 43 N. W. 141 181
J. B. Farrell Co. v. Wolf, 96 Wis. 10 ; 70 N. W. 289 64
J. C. G. Co. v. Dwight, 29 N. J. Eq. 246 82
J C M T. Co. v. Willhoit, 84 Fed. 514 108
J. N. Bank >\ Company, 74 Texas, 421 ; 12 S. W. 101 76
J. S. L. Co. v. Chappell, 184 111. 539 ; 56 N. E. 539 191
Jackson v. Company, 21 Utah, 1 ; 59 Pac. 238 374
Janney v. Bank, 98 Ala. 515 ; 13 So. 761 ,;„JE
Jefferson v. Hewitt, 103 Cal. 624; 37 Pac. 038 143, 232
Jefferson Nat. Bank v. Company, 74 Texas, 421 ; 2 S. W. 101 08
Jenkins v. Bradley, 104 Wis. 540 ; 80 N. W. 1025 125
Jewell v. Company, 101 III. 57 27
. People, 25 Mich. 499 87 »;«
Johnson ». Corser, 34 Minn. 355; 25 N. W. 799 «d
Johnson v. Insurance Co., 132 Mass. 432 • 2Jo
Johnson v. Kessler, 76 la. 411 ; 41 N. W. 67 n, 271
Johnson v. Mason Lodge, 21 K. L. R. 493; 51 S. W. 620 47,77
y.Bank, 10 Col. 464; 17 Pac. 272 • • • • "
Company, 21 Col. 203; 40 Pac. 457 88, 178, 2oo, 236
.; ,. Company, 20 Col. 417 ; 38 Pac. 700 40
mpany, -u N. Y. 196 ™
v. Dana, 24 Barb. 395 ■ f*
w.Edson,10Kan. Ap. 110; 62 Pac. 249 1«>G, {;%
r. Pearl M. Co., 20 Col. 417 ; 88 Pac. 700 ff r
v. Whitworth, 94 Tenn. 602 ; 80 S. W. 736 ]£>
Jones v. Williams, 139 Mo. 1 ; 40 S. W. 353 ™°
Jones et al. v. Jarman, 34 Ark. 323 l *>
TABLE OF CASES. XXIX
K.
K. C. H. Co. v. Hunt, 57 Mo. 12G 72
K. & R. I Co. v. .Marsh, 17 Wis. 13 179
Kaiser v. Bank, 56 la. 101 ; 8 N. W. 772 70, 173
Kearney v. Andrews, 10 N. J. Eq. 70 33, 102
Kellerman v. Maier, 116 Cal. 416 ; 48 Pac. 377 143,232
Kelley v. Clark, 21 Mont. 291 ; 53 Pac. 959 125, 130
Kelley v. Fletcher, 94 Tenn. 1 ; 28 8. W. 1099 367
Kennebec Co. v. Company, 72 Mass. 204 40
Kennebec Ins. Co. v. Augusta Ins. Co., 6 Gray, 204 295
Kennett v. Company, 68 N. H. 432 ; 39 Atl. 585 47,66
Kent v. Clark, 181 111. 237 ; 54 N. E. 967 175
Kent v. Company, 78 N. Y. 159 ; 12 Hun, 53 43,45,100
Keokuk Falls Ins. Co v. K. & I). M. Co., 5 Okla. 32 ; 47 Pac. 484 348
Kephart v. People, 28 Col. 73; 62 Pac. 946 239
Keyser v. Shuts, 29 Pac. 386 221
Kilgore v. Smith, 122 Pa. St. 48 ; 15 Atl. 698 191
Killingsworth v. Company, 18 Ore. 351 ; 23 l'ac. 66 349
Kimball r. Company, 157 Mass. 7 ; 31 N. E. 697 183
Kimball v. Company, 69 N. H. 485; 45 Atl. 253 51,122,322
Kimball v. Davis, 52 Mo. 194 310
Kincaid v. Dwindle, 59 X. Y. 548 156
Kinston v. Stroud, 132 N. C. 413 ; 43 S. E. 913 20,28
Knapp, etc. Co. v. Strand, 1 Wash. 686; 30 Pac. 1003 26
Knowles v. Beaty, 1 McLean, 41 30
Knowles v. Sandercock, 107 Cal. 629 ; 40 Pac. 1047 37,230
Knox v. C. L. Co., 86 Ala. 180 ; 5 So. 578 215
Knox v. Company, 86 Ala. 180; 5 So. 178 50
Knoxville, etc. Co. v. City of Knoxville, 98 Tenn..l ; 37 S. W. 883 44
Knoxville Iron Co. v. Harbison, 183 U. S. 13; 46 E. E. 55 103
Kreisel v. Distilling Co., 61 N. J. Eq. 5 ; 17 Atl. 171 105
Kroenert v. Johnston, 19 Wash. 96 ; 52 Pac. 605 113,142
r. Dusenbury, 19 Wk. Di. (N. Y.) 201 65,66
o. Humpert, 21 Ky. Law Rep. 985 ; 53 S. W. 657 . 279
Kulp v. Fleming, 65 O. St. 321 ; 62 N. E. 334 344
L.
E I). Co. v. Massachusetts, 10 Wall. (U. S.) 566 31
L. G. R. T. Co. v. Commissioners, 6 Kan. 245 182
L. H. Bank v. Spires, 126 Cal. 541 ; 58 Pac. 1049 233
L. O. A. Ry. Co. v. Mason, 16 N. Y. 451 71,79
E. V. c. ('.,. v. Hamblen, 23 Fed. 225 11
L. & N. Ry. Co. v. Kentucky, 161 U. S. 677 ; 40 L. E. 849 38,162
Lafayel >. v. French, 18 How. (U. S.) 404 180,181
I ie v. Tiramerman, 46 S. C. 372 ; 24 S. E. 290 37
Ontario, etc. R. Co < Mason, 16 N. Y. 451 113
Lake Superior Co v. Morrison, 22 Canada !'.<'.('. P. 224 24,89
Superior Iron Co. v. Drexel, 90 N. Y. 87 122
Lake Vi< w I, mil < '<» v. Company, 95 Ti xas 252; 66 S. W. 766 '-''i\
Lamar -•. Browne, 92 I'. S. 187 2 1L E 650 13
Lamb u. Lamb, 6 Biss 120; Fed. Cases, 8018 191
ter v. Am. Imp. Co., 140 N. Y. 676 ; 85 N. E. 964 190,197
Lancaster Starch Co. v. Moore, 62 N. H. 671 322
Lander i Burl • 65 O- St. 632 ; 63 N. E. 69 843,345
Landgrant, etc Co. i I : n. 215 185
Bank, '.» HcNk (Tenn.) U9 '■>*
Lanman v. Company, 30 Pa, St. 42 38, 59
Larsen v Jamea, I Col. Ap. 313; 29 I'm- 1-3 237
Lathrop v. Bank, 8 Dana (Ky.), 114 32
\\\ TABLE OF CASKS.
Lauming ■•. Galusha, SI Hun, 247 j 80 N.Y.Sup. 767; aff'd 151 X. Y. 648; 45
\ E L1S2 882
Lauraglen Mills v. Ruff, 57 S. C. 58 ; 85 S. E. 887 860
Law v. Rich, 47 W. Va. 634 ; 85 S. E. 858 58,155
Lea v. Company, 119 Ala. 271 ; 24 So. 28 215
Lead Co. v. Reinhard, 114 Mo. 218; 21 S. W. 488 809
Leavitt v. Company, 3 Utah, 265; 1 Pac. 350 66
Leazure v, Hillegas, 7 Ser, & R. (Pa.) :U3 82
Lee t\ Imbrie, 13 Ore. 610 ; 11 Pac. 270 350
Legeudre v. Association, 45 La. Ann. 669; 12 So. 837 282
Legget v. N. J. M., etc. Co., 1 N. J. Eq. 541 30
Lehman v. Warner, 61 Ala. 465 89,110
1 esseps v. Architects Co., 1 La. Ann. 316 ". 48
Lewis v. Montgomery, 145 111. 80; 83 N. E. 880 175
Lewisburg Baptist University v. Tucker, 37 W. Va. 621 192
L'Hote v. New Orleans, 77 U. S. 587 ; 44 L. E. 899 104
Libby v. Company, 68 N. H. 444 ; 44 Atl. 602 322
Libby v. Toby, 82 Me. 397 ; 19 Atl. 904 286
Library, etc. Co. v. Association, 173 Pa. St. 30; 33 Atl. 744 ....... 106
License Cases, 6 How. 404 161,208
Liebke v. Knapp, 79 Mo. 22 50,113,121,138
Lillard v. Company, 14 Tex. Civ. Ap. 67 ; 36 S. W. 792 75
Lincott et al. v. Company, 68 N. H. 260 ; 44 Atl. 392 322
Linkauf v. Lombard, 137 N.Y. 417; 33 N.E. 472 64
Litchfield Bank v. Church, 29 Conn. 137 24
Liverpool Ins. Co. v. .Massachusetts, 10 Wall. 576 199, 208
Livesey v. Company, 5 Neb. 60 71
Lockhart v. Van Alstyne, 31 Mich. 76 44,45,103
London, etc. Bank v. Parrott, 125 Cal. 472 ; 58 Pac. 164 75
Lothrop et al. v. Stedman et al., Fed. Cases, 8519 153,164
Loud v. Company, 153 U. S. 564 ; 141 S. Ct. 928 121
Louisiana Savings Bank, 35 La. Ann. 196 283
Louisville Banking Co. ». Eisenman, 94 Ky. 83 ; 21 S. W. 531, 1049 .... 14
Love u. P. & J. Co., 3 Pen. 577 ; 52 Atl. 542 247
Loverini-. McLaughlin, 161 111. 417; 44 N. E. 99 87,175
Lowe v. Company, 52 Cal. GO 183
Lucas v. Bank, 2 Stew. (Ala.) 147 88,217
Lucas v. Pitney, 27 N. J. L. 221 60
Lumbard v. Aldrich, S X. II. 31 323
Lusk i?. Riggs (Xeb.), 97 N. W. 1033 11
M.
M. B. C. Co. v. Company, 89 Texas, 511 ; 30 S. W. 1047 370
M. B. Co. v. Company, 196 Pa. St. 25; 46 Atl. 99 353,355
M. 15. Ry. Co. v. Sullivan, 37 Ga. 240 46
M. B. T. Co. v. R. G. N. Co., 81 N. Y. Sup. 302 184
M. C. Mills v. Springs, 56 S. C. 534 ; 35 S. E. 222 366
M. C. R. Co. v. Melvin, 21 Minn. 339 303
M F. & N. Co. v. Hall, 121 Mass. 272 48
M V N. Bank v. Harper, 61 Minn. 375; 63 N. W. 1079 175
M. G. R. Co. v. Wysong, 51 Ind. 12 75,99,100
M. I. W. C. & S. Co. v. Mosher, 114 Mich. 64 ; 72 N. W. 117 191,297
M.L. M. &S. Co. v. Reinhard, 114 Mo. 218; 21 S. W. 488 40,308,309
M. L. T. Co. v. Ward, 13 Ohio, 120 171
M. X. T. Co. v. Baunbach, 32 Fed 205 13
M. O. & R. R. Co. v. Cross, 20 Ark. 443 160
M.T. Co u.S.C, etc. Co., 16 Wash. 499; 48 Pac. 383 125
M. T. i F. Co. v. 1). T. & T. Co., 41 X. .J. Eq. 568 ; 1 1 Atl. 907 325
M O. Ry. Co. v. P. T. C. Co., 120 Ala. 21 ; 24 So. 408 213
M feO R. R. Co. v. State, 29 Ala. 673 216
L. R. Ry. Co. v. Dow, 120 U. S. 287 ; 7 S. Ct. 482 122,123
TABLE OF CASES. XXXI
MacGinniss v. Company (Mont.), 75 Pac. 89 60, 139, 107, 183
Machine Co. v. Caldwell, 54 Ind. 270 :
Macku. De Bardeleben, etc. Co., 90 Ala. 396; 8 So. 150 40,98,104
Mackintosh v. R. R. Co., 32 Fed. 350; 54 Fed. 582 45,103
Madden v. Company, 199 Pa. St. 454 ; 49 Atl. 296 35b
Maine v. Ey. Co., 142 U. S. 227 2
Mallet v. Simpson, 194 N. C. 37 33
Mandel v. Company, 154 III. 177 ; 40 N. E. 462 1'Jl
Manhattan Trust Co. v. Company, 16 Wash. 499 ; 48 Pac. 333 128
March v. Eastern R. R. Co., 43 X. II. 515 45, 322
Mariners o. Sewall, 50 Me. 220 155
Marion Savings Bank v. Dunkin, 54 Ala. 471 21
Market St. Rv. Co. r. llellman, 1U 1 J ('al. 571 ; 22 Pac. 225 33
Marshall v. Sherman, 148 N. Y. 9 ; 42 N. E. 419 173
Martin v. Association, 2 Coldw. (Tenn.) 41b 33
Martin <\ Deetz, 102 Cal. 55: 36 Pac. 368 87,93,231
Matin v. R. R., 151 U. S. 677 208
Martin v. Zellerbach, 38 Cal. 300 51,232
Marvin i>. Anderson, 111 Wis. 387; 87 N. W. 226 39o
Mason v. Company, 25 Fed. 882 &3, 155
Matter of Agudath Hakehiloth, 18 X. Y. Misc. Rep. 717: 42 X. Y Sup. 985 . 29
Matter of Brooklyn Elevate. 1 Rv. Co., 125 X. V. 434; 20 X. E. 474 151
Matter of Davies, 168 N. Y. 89 ; 61 N. E. 118 334
Matter of Germicide Co., 65 Hun, 606; 20 N. Y. Sup. 495 105
Matter of Globe, etc. Ass'n, 135 N. Y. 280; 32 N. E. 122 13
Matter of Prospect Park, etc. Ry. Co., 67 N. Y. 371 38
Matter of Stein way, 159 N. Y. 250; 53 N.E. 1103 166,334
Matter of Townsend, 46 N. Y. St. Rep. 135 105
Matter of White. 45 Hun, 580 10o
Matthews v. Gt. Northern R. R. Co., L. R. 28 L. J. Ch. 375 45
Matthews w. Patterson, 16 Col. 215; 26 Pac. 812 236,237
Maxwell v. Akin, 89 Fed. 180 349
Mayberry v. Meade, 80 Me. 87 ; 12 Atl. 635
,. C pany, 130 Mich. Ill; 89 N. W. 633 298
ill o. Company, 6 Conn. 428 40,241
M iCandli tany, 115 Ga 968; 42 s. E. 149 255
McCanna & Vr-.i-^v Co. <\ Citizens' Trust & Sur. Co., 76 Fed. 420; "24 CCA. 11 356
McClinch v. Sturges, 72 Me. 288 27,96
McCombo Association, 10 N. Y. Sup. 552 1"1
McConnellu. Company (Mont.), 74 Pac. 194 47
McCoy v. Exposition, 186 111. 356; 57 N.E. 1043 2';:;
McDaniel v. Company, 22 Vt. 274 103
McDaniel v. Harvey, 51 Mo. Ap. 198 309
McDonough o. Murdoch, 15 How. (U. S.) 413 I s -'
McGinty v. Company, 155 Mass. 183 ; 29 N. E. 510 68
McGregor v. Ins. Co., 33 X. J. Eq. 181 44, 326
McGrew v. C. P. Ex., 85 Tenn. 572 ; I S. W. 38 29
McKee v. Company (Iowa), 98 N. W. 609 49
McKim v. Odom, 8 Blands Ch. (Md ) 107 ,u
McKleroy v G L. I. Co., 126 Ala. 184; 2- So. 660 216
McLaren v. Pennington, 1 Paige (N. Y.), 102 2
McL I v. Am I- I. M Co., Ala. 196; 11 So. 109 2Vi
McMahon v, Vlacey, 61 X V. 155 172
McNaughtonw. McGirl, 20 Mont. 124; l9Pac.651 313
McNealPii tc Co. i Bullock, 174 Pa. Si 93 34 Atl. 594
M \ v. Woodruff, 13 X.J. L. 352 37,99
Jherry v. Company, 97 Cal. 637; 82 Pac. 711 68
McVicker v Commonwealth, 21 On 849
Mearesw Improvement Co., 126 N. C 662 ; 36 S I 180 831
Mechanics' Bank v. Company, 13 N ^ 69H 68,72,110
Mechanics' Bank v. Smith, 19 Johns. (N. Y.) 115 83
Medler v. Company, 6 X. M. 331 ; 28 1 :; - '■'
v. Kneal, 51 Minn. 268; 53 X w. 632 .... 46, 148
I Iron Work-. I I I dr. Ct. •','.! : ' ' •
Men opany, 69 \. .1 Eq. 267 II Atl 66 16, 66
xxxii TABLE OP CASE8.
Merrick w. Van San iroort, 84 N. Y. 208 186
Merritt ». Ferris, 22 III. 808 101
Metcall \ S F. Co . 122 Fed. 115 51
Metropolitan Tel. Co. v. Company, 44 N.J. Eq. 568; 14 Atl. 907 108
Miles r Woodward, 115 Cal. 808; 16 Pae. 1076 1 (,, .»
Milford, etc. Turnpike Co. v. Brush, 10 O. St. Ill lit'.
>. Am. Mut. Acci. Ins. Co., 92 Tenn. 167 64
Miller v. Bradish, 69 la. 278 ; 28 N. W. 594 271
Miller v. Company, 8 Ore 25 848
Miller v. Company, 31 W. Va. 836 ; 8 S. E. 600 73
Miller t\ Ewer, 27 Me. 509 95
Miller i\ Parrish, 14 N. J. Eq. 380 96
Miller v. Ratterman, 47 O. St. 141 ; 24 N. E. 496 45,108
Miller v. Williams, 27 Col. 34 ; 69 Pac. 740 191,239
Milwaukee Trust Co. v. Ins. Co., 106 La. Ann. 669; 31 So. 298 283
Miner v. Bank, 1 Peters (U. S.), 467 ; 7 L. E. 47 71
Miner v. Company, 93 Mich. 97 ; 53 N. W. 218 53,158
Miners Ditch Co. v. Zellerbach, 37 Cal. 543 33,51,52
Mining Co. v. Bank, 2 Col. 248 235
Minn., etc. Co. v. Denslow, 46 Minn. 171 ; 48 N. W. 771 40
Missouri Coal Mining Co. v. Ladd, 160 Mo. 435; 61 S. W. 191 191
Missouri Lead, etc. Co. v. Reinhard, 114 Mo. 218 ; 21 S. W. 488 106
Mitchell v. Vt. Copper Min. Co., 40 N. Y. Sup. Ct. 406 90,100,104
Mobile v. Eulee, 20 Ap. Div. (N. Y.) 548
Mobile v. Youille, 3 Ala. 137 33
Mobile, etc. Ky. Co. v. Nicholas, 98 Ala. 02 ; 12 So. 72:; 49, 103, In:.
Mokelumne, etc. Co. v. Woodbury, 14 Cal. 421 88,93
Montgomery v. Company, 48 N. Y. Ap. Div. 12; 62 N. Y. Sup. GOG ; 1G8 N. Y.
657; 01 N. E. 1131 51
Montgomery v. Forbes, 148 Mass. 249; 19 N. E. 342 06,80,82,185
Montgomery v. Merrill, 18 Mich. 338 157
Moore v. Bank, 52 Mo. 377 47
Moore r. Moore, 4 Dana (Ky.), 354 33
Moore v. State, 71 Ind. 478 158
Mooresw. Bank, 111 U. S. 156; 4 S. Ct. 345 72
Morgan v. Lewis, 46 O. St. 1 ; 17 N. E. 558 86
Morris v. Hall, 11 Ala. 510 217
Morris v. May, 16 O. 469 33
Morrison ». Clarke, 24 Mont. 515; 63 Pac. 98 . , 311
Morriss v. Cheney, 51 III. 451 60
Morrow r. Edwards, 9 Mackey, 475 250
Moses v. Scott, 84 Ala. 608; 4 So. 742 103,105
Moses v. Tompkins, 84 Ala. 613; 4 So. 763 102,107
Moss v. Averell, 10 N. Y. 449 60
Mowrey v. Company, 17 Fed. Cases No* 9891 ; 4 Bissell, 78 .... 59, 146,*179
Mugler v. Kansas, 123 U. S. 623 162,163
Mumma v. Company, 8 l'et. U. S. 281 58
Munn v. Illinois, 94 U. S. 113 ; 24 L. E. 77 102,10:;
Munsonu. Warren, 63 Kan. 162; 65 Pac. 222 275
Muscatine Turnverein v. Funck, 18 la. 469 156
Musgrave v. Association, 5 Kan. Ap. 393; 49 Pac. 338 275
N.
N. C. Bank v. McDonnell, 92 Ala. 387 ; 9 So. 149 213
N. C. M. Ry. Co. v. Eslow, 40 Mich. 222 99
N. D. Ry. Co. v. Company, 120 Mass. 397 179
N. E. T. Co. v. Abbott, 162 Mass. 148; 38 N. E. 432 36
N. H. C. & M. Co. i». Woodberry, 14 Cal. 434 86
N. II. II. X. Co. v. Company, 142 Mass. 349; 7 N. B. 773 . . . 125, 135, 113, 173
N. II. . D. Ry. Co. v. Chapman, 38 Conn. 56 212
N. M. G. T. Co. v. N. G. T. Co., 21 Pa. Co. Ct. Rep. 393 S3
N. M. X. G. Co. v. Smith, 27 Ind. Ap. 472; Gl N. E. 10 ; . 269
TABLE OF CASES. XXX111
N. M. R. R. Co. v. Winkler, 33 Mo. 354 308
N. M. T. S. Co. v. Bishop, 103 Wis. 492 ; 79 N. W. 785 76, 99, 390
N. O. & R. R. Co. v. Frank, 39 La. Ann. 707 ; 2 So. 310 28, 69
N. O. & T. P. Co. v. Bank, 24 Wk. L. Bui. (Ohio) 198 110
N. P. C. I. Co. v. Company, 16 Utah, 240; 52 Pac. 168 24
N. S. C, etc. Co. v. Field, 64 Fed. 151 184
N. S. Co. v. Horton (Neb.), 93 N. W. 225 37
N. S. R. Co. v. People, 147 111. 234 ; 35 N. E. 608 65, 66
N. T. E. Co. v. Companv, 70 Minn. 334; 79 N. W. 315 300
N. W. Co v. Connell, 88 Hun (N. Y.), 254
N. Y. N. Ex. Bank v. Crowell, 177 Pa. 313; 35 Atl. 613 87
N. Y. X. H., etc. R. Co. v. Schuyler, 34 N. Y. 30 72
N. Y. & N. E. Ry. Co. v. Town of Bristol, 151 U. S. 556 154
N. & S. R. S. Co. 0. People, 147 111. 234 ; 35 N. E. 608 263
Napier v. Poe, 12 Ga. 170 24
Nashville Bank v. Petway, 3 Hun (Tenn.), 522 53
Nassau Bank v. Brown, 30 N. J. Eq. 478 109
Nathan v. Tompkins, 82 Ala. 437 ; 2 So. 747 61, 102
National Bank v. Company, 41 O. St. 1 78
National Lead Co. v. Dickinson (N. J.), 57 Atl. 138 41, 177
National Tube Works v. Gillfillan, 124 N. Y. 302 ; 26 N. E. 538 142
Nat. Cash Register Co. v. Wilson, 9 N. D. 112; 81 N. W. 285 342
Nat. Trust Co. v. Miller, 33 N. J. Eq. 155 326
Natusch v. Irving, 1 Smith's Cases 226 147
Neb. Nat. Bank v. Walsh, 68 Ark. 433; 59 S. W. 952 227
Nelson v. Hubbard, 96 Ala. 238; 11 So. 428 53,213
Nester v. Company, 161 Pa. St. 473; 29 Atl. 102 355
Newcomb v. Reed, 12 Allen (Mass.), 362 91, 92
New Orleans v. Insurance Co., 106 La. An. 31; 30 So. 254 283
New York State c. Roberts, 171 U. S. 665 - . . . 210
Nickels v. P. B. & L. S. Ass'n, 93 Va. 380 ; 25 S. E. 8 382
Nickum v. Burekhardt, 30 Ore. 464; 47 Pac. 788 ; 48 Pac. 474 ... 95, 349, 350
Nicollet Nat. Bank v. Company, 71 Minn. 413; 74 N. W. 160 59
Nicrosi v. Company, 115 Ala. 429; 22 So. 147 215
Niemevcr v. L. R. J. Ry., 43 Ark. Ill 28
Nimaw. School, 160 Mass. 177; 35 N.E. 776 64
Nix v. Miller, 26 Col. 203 ; 57 Pac. 1084 237
Norfolk, etc. II. R. t>. Pennsylvania, 136 U. S. 120 210
North, etc. Stock Co. v. People, 147 111. 234 ; 35 N. E. 608 40
Northern Securities Co. v. United States, 193 U. S. 197 168
Northern Trust Co. «. Company, 75 Fed. 936 115,125,142
Norton v. Bank, 61 N. H. 589 " 63
Norton, etc. Co. v. Wysong, 51 Ind 1 56
Novelty Mfg. Co. v. Connell, 88 Hun, 254 191
O.
O. H. Mfg. Co. v. Carney, 64 N. H 296 75
O. M. Co. v. Garst, 18 R. I. 484; 28 AtL 978 40
O. R. & N. Co. v. O. R. Co., 180 U. S. 1 ; 9 Sup. Ct. 409 349
O. W. Co. v. Bliss, 182 Ala. 253 ; 81 So. 81 218
O. &M. Ry. Co. ». State, 49 0. 8t. 668; 32 N. E. 933 81, in:;
(> M R. B Co. v. McPherson, 36 Mo. 18 308
N. T. J. Co. v. Rathhurn, 6 Saw. 82 ::">1
Oakhill Mfg. Co. v. Garst, 18 R. 1.484; 28 Atl. 973 190
O'Brien v. Cummings, 18 Mo. Ap. 197 23,24,71
O'Brien v. Fulkerson, 76 Mich. 554 ; 42 N. W. 979 69
Ohio, etc R. R. Co. v. McPherson, 85 Mo. 13 96,98,106
ipany (Mass ), 70 \. E. 1022 62, 156
Ollesheimer ». Mfg. Co., 44 Mo. Ap 172 146,80
Ooregum Gold Min. Co. v. Roper, 61 L. J. Chan. 837 1 in
O'Reilly, Skelly & Fogarty Co. v. Greene, 40 N. Y. 860 836
Orient Ins. Co. v. Daggs, 173 U. S 666 1M
XXXiv TABLE OP CASES.
Onnsby 9. Company, 56 N. Y. 623 96, 98
Or. Kv. & Nav. Co. v. Company, 130 U. S. 1 j 9 S. Ct. 409 20, 28, 29, 77
Osborne ». Ins. Co., 57 Vt. 278 377
Otter v. Company, 50 Barb. 247 122
Ouderkirk i\ Bank, 119 N. Y. 263; 23 N. E. 875 176
P.
P. B. Corporation v. Lamson, 16 Me. 224 13
P. B. L. & S. Ass'n v. Berlin, 201 Pa. St. 1 ; 50 Atl. 308 366
P. B. L. & S. Ass'n v. Mackley, 27 Ind. Ap. 128; 60 N. E. 1013 269
P. C. S. M. & C. Co. v. Pennsylvania, 125 U. S. 181 181, 199
P. Co. v. Company, 113 U. S. 296 179
P. F. Co. v. Company, 64 Minn. 386; 67 N. W. 217 302
P. G. T. R. Co. v. Graham, 11 Mete. (Mass.) 1 48
P. H. S. Bank v. Sup. Ct., 104 Cal. 649 ; 38 Pac. 452 104, 105
P. L., etc. Co. v. Pottland, 6 L. R. A. 295 64
P. R. T. Rd. Co. Charter Application, 20 Pa. Co. Ct. Rep. 151 83
P. S. Bank v. Company, 105 Mich. 535 ; 63 N. W. 514 120
P. T. C. Co. v. Company, 23 Utah 474; 65 Pac. 735 373
P. T. S. D. I. Co. v. P. T. Co., 123 Fed. 534 16
P. W. B. R. R. Co. v. Bowers, 4 Houston, 506 161
P. W. & B. R. R. Co. v. Kent Co. R. R. Co., 5 Houst. 127 245
P., etc. P. R. Co. v. Griffin, 21 Barb. 454 57
P. & G. T. Co. v. Bobb, 88 Ky. 226 ; 10 S. W. 794 87
Pacific Fruit Co. v. Coon, 107 Cal. 447 ; 40 Pac. 642 142
Pacific R. Co. v. Hughes, 22 Mo. 291 57
Pacific R. Co. v. Renshaw. 18 Mo. 210 46, 147
Packard v. Company, 168 Mass. 92 ; 46 N. E. 433 96
Page v. Heineberg, 40 Vt. 81 33
Palmer v. Bank, 72 Minn. 266 ; 75 N. W. 380 41
Palmer v. Lawrence, 3 Sandf. (N. Y.) 161 113
Park v. Grant Locomotive Works, 40 N. J. Eq. 114; 19 Atl. 62; 45 N. J. Eq.
241 ; 3 Atl. 162 61
Parkinson Sugar Co. v. Bank, 60 Kan. 474 ; 57 Pac. 126 273
Parmalee v. Price, 208 111. 544 ; 70 N. E. 725 115, 125
Parsons t;. Company, 25 Wash. 492 ; 65 Pac. 765 383
Parsons v. Eureka Powder Works, 48 N. H. 66 323
Parsons v. Lent, 34 N. J. Eq 67 106
Parsons v. Joseph, 92 Ala. 403 ; 8 So. 788 316
Paschall v. Whitsett, 11 Ala. 472 315
Patterson v. Stewart, 41 Minn. 84 ; 42 N. W. 926 175
Patterson v. Thompson, 86 Fed. 85 ; 90 Fed. 647 350
Paul v. Virginia, 8 Wall. (U. S.) 161 181, 199
Payson v. Withers, 5 Bis. 269 ; Fed. Cases, 10, 864 191
Pearce v. Olney, 20 Conn. 544 242
Pearce v. R. Co., 21 How. 441 ; 16 L. E. 184 38, 52
Pearsallr. Company, 161 U. S. 646; 40 L. E. 838 163
Pembina Min. Co. v. Pennsylvania, 125 U. S. 184 199, 201, 206
Peninsula Savings Bank a. 'Company, 105 Mich. 535; 63 N. W. 614 .... 144
Pensacola Teleg. Co. v. Western U. Teleg. Co., 96 U. S. 1 201
People v. B. & R. T. Road, 23 Wend. 222 156, 159
People v. Ballard, 134 N. Y. 269 ; 32 N. E. 54 61, 156
People v. Bank, 129 111. 618 ; 22 N. E. 288 262
People v. Bank, 7 Col. 226; 3 Pac. 214 ' 113
People v. Bank, 6 Cowan (N. Y.), 211 160
People v. Bank, 12 Mich. 526 160
People v. Beach, 19 Hun, 259 28
People v. Chambers, 42 Cal. 201 71, 72, 82, 113
People w. Cheeseman, 7 Col. 376; 3 Pac. 716 53,73,80,92,155,235
People v. Chicago Board of Trade, 40 111. 112 100
People v. College, 38 Cal. 166 33
People v. Company, 130 111. 268 ; 22 N. E. 798 9, 29, 54, 59, 83, 84, 160
TABLE OF CASES. XXXV
People v. Company, 111 Mich. 405 ; 69 N. W. 653 14, 41, 83
People v. Company, 55 Barb. 344 403
People v. Company, 82 111. 457 l ft
People v. Company, 97 Cal. 276 ; 32 Pac. 236 79, 92, 229, 230, 233, 235
People v. Companv, 45 Cal. 306 81,110
People v. Company, 175 111. 125; 51 X. E. 664 59
People v. Company, 121 N. Y. 582 ; 24 N. E. 834 38, 81, 159, 160
People v. Company, 153 111. 25 ; 38 N. E. 752 40
People v. Company, 60 How. Pr. 82 160
People v. Company, 70 N. Y. 569 60
People v. Companv, 131 X. Y. 140; 29 N. E. 947 160,335
People v. Company, 92 X. Y. 105 179
People v. Company, 129 X Y. 474 ; 29 N. E. 969 179
People v. Company, 175 X. Y. 76 102
People v. Companv, 45 Cal. 306 230, 231
People v. Company, 117 N. Y. 241 ; 22 N. E. 1057 336
People v. Crossley, 69 111. 195 49, 104
People v. Dash way Ass'n, 84 Cal. 114; 24 Pac. 277 333
People v. Eadie, 63 Hun, 320; 133 N. Y. 573 166
People v. Equitable Trust Co., 96 X. Y. 387 205
People v. Feitner, 77 (X. Y.) Ap. Div. 180 105
People v. Green, 116 Mich. 505; 74 X. W. 714 29,148,176
People v. Hawkins, 106 Mich. 479; 64 X. W. 736 299
People v. Howard, 50 Mich. 239 .182
People v. La Hue, 67 Cal. 526; 8 Pac. 84 90
People v. Louden (Cal.), 8 Pac. 66 91
People v. Milk Exchange, 133 X. Y. 565; SON. E. 850 334
People v. Payne, 161 X. Y. 299; 55 N. E. 849 83,86
People v. Perrin, 56 Cal. 345 230
People o. Poster, 57 Cal. 352 86, 176
People r. Roberts, 22 X. Y. Ap. Div. 282 192
People v. Roberts, 25 N. Y. Ap. Div. 13 193
People v. Roberts, 27 X. Y. Ap. Div. 455 193
People v. Roberts, 29 N. Y. Ap. Div. 585 193
People v. Roberts, 30 N. Y. Ap. Div. 150 192
People v. Rose, 188 111. 268 ; 59 N. E. 432 201
People v. Runkle, 9 Johnson (N. Y.), 147 107
People v. Selfredge, 52 Cal. 331 67, 91
People v. Society, 25 Barb. (X. Y.) 7 100
People v. Society, 24 Barb. (X. Y.) 570 33
Peoplev. Stanford, 77 Cal. 360; 18 Pac. 85 233
People v. Webster, 10 Wend. (N. Y.) 554 101
People ex rel. v. Companv, 111 Mich. 405; 69 X. W. 653 296
People ex rel. v. Rice, 128 N. Y. 591 ; 28 N, E. 251 332
People ex rel. v. Wemple, 138 N. Y. 682 ; 84 N. E. 386 336
People ex rel., etc. v. Knight, 174 N. Y. 475 ; 67 N. E. 66 177
People ex rel. Blossom v. Nelson, 46 X. V. 177 332
People ex rel. II. & II. Co. v. Campbell. 139 X. Y. 68; 34 X. E. 753 336
pie ex rel. X. V. P. Co. v. Rice, 128 V Y. 69 ; 28 \. E. 251 84
People ex rel. Pennsylvania R. R. v. Wemple, 138 N. Y. 1 206
People ex rel. S. T. Clock Co. v. Wemple, 188 N. Y. 328; 81 N. E. 288 . . . 836
Peoria, etc. Co. v. Preston, 85 la. 116 66,146
Perkins v. Berders, 66 Miss. •'■''?• 98
Perkins v. Dickinson, 6 Gray (Mass.), 686
Perkins ». Lyons, 111 la. 192; 82 N. W. 486 110
Perry v. Company, 93 Ala. 864 ; 9 So. 217 104,106,148
Perry v. Mill Co., 93 Ala. 364 ; 9 So. 217 305
P ihtigo Co. v. Company, 60 111. Ap. 624 37
Petit v. Minnesota, 177 U. S. 164 ; 44 L. E. 716 164
Pettibonea Company, 148 Mass HI ; 19 N. E. 887 292
Petty v. Hayden, 1161a. 212; 88 N. W. 889 24
Phelan v. Hazard, 19 Fed Cases, No. 11088 ; 5 Dill. 46 126
Philadelphia, etc. Ass'n v. New York, 119 D. S. 119 '^<»s
Philadelphia, etc. Steamship Co. v. Pennsylvania, 122 U. S. 846 210
Phillips v. Albany, 28 Wis. 340 392
XXXVI TABLE OF CASKS.
Phillips v. Wickham, 1 Paige (N. Y.), 590 104
Phoenix Iron Co. v. Common wealth, 118 Pa. St. 668 166
Picard v. Hughey, 68 O. St. 577 152
Picard v. Sears, 6 Ad. & El. 469 .....!..! (53
Pierce v. Commonwealth, 104 I'm. St. 150 4<)
Pierce v. Company, 2] How. (U.S.) 442 178
Pierce r. Compton, 13 R. 1. 312 358
Pierce v. People, 106 III. 11 190
Pike v. Company, 68 Me. 445 . |0fl
Pinney 1;. Nelson, 183 U.S. 144; 22 Sup. Ct. 52 234
Pioneer Co. v. Brockett, 58 111. Ap. 204 110
Pioneer Sav. & Loan Ass'n /•. Eyer, 02 Neb. 810; 87 N. W. 1058 317
Pittsburg, etc. Co. v. Keokuk, etc. Bridge Co., 131 U. S. 37 ; 9 S. Ct. 770 . . 02
Pittsburg, etc. R. R. Co. v. Allegheny Co., 63 Pa. St. 126 174
Pittsburg, etc. Ry. Co. v. Garrett, 50 O. St. 405 ; 34 N. E. 493 . '. 59
Plimpton v. Bigelow, 93 N. Y. 692 205
Porter v. Company (Mont.), 74 Pac. 938 36 60
Porter v. Robinson, 40 Hun (N. Y.), 209 ' %
Postal, etc. Cable Co. v. Charleston, 153 U. S. 693 208
Postal Telegraph Co. v. Adams, 155 U. S. 690 208 209
Potter v. Bank, 5 Hill (N. Y.), 490 '38
Powder River Cattle Co u. Commissioners, 9 Mont. 145 ; 23 Pac. 383 . . . . 313
Powell v. Murray, 3 N. Y. Ap. Div. 273; 38 N. Y. Sup. 233 ; 157 N. Y. 717 ; 53
N.E.I 130 51
Pratt v. Company, 35 Conn. 305 103
Pratt v. Company, 1 Col. Dec. Supp. 171 238
Prewitt v. Trimble, 92 Ky. 176 ; 17 S. W. 356 279
Price's Appeal, 106 Pa. St. 421 48
Printing House v. Trustees, 104 U. S. 711 740
Proprietors', etc. v. Dickinson, Gray (Mass.), 586 98
Proprietors, etc. v. Towne, 1 N. H. 44 17
Prouty v. Mich., etc. R. R. Co., 1 Ilun, 655 41
Providence Bank v. Billings, 4 Peters, 514 Kil
Pullman i\ Company, 73 111. Ap. 313 .'.'.' 122
Pullman v. Upton, 96 U. S. 328 171
Purdy v. Association (Mo. Ap.), 74 S. W. 486 61
Q-
Q. C. F. &C. Co. v. Crawford, 127 Mo. 356; 30 S. W. 163 308
Quinby v. Waters, 28 N. J. L. 533 113
R.
R. E. G. v. Smith, 10 Wood, 74 61
R. F. Ass'n v. Clarke, 61 Me. 351 .'.'.' 86
R. G. W. Railway Co. v. Company, 23 Utah, 22 ; 63 Pac. 995 . . . '. ' ' ' 373
R. L Ry. Co. v. Moffatt, 75 111. 524 179
Racine, etc. Ry. Co. v. Company, 49 111. 331
Railway v. Fire Ass'n, 55 Ark. 163 ; 18 S. W. 43 • • • ^^
Railway Co. v. Allerttfn, 18 Wall. (U. S.) 233 '..'.'.'. 146
Raisbeck v. Oesterricher, 4 Abb. New. Cases, 444 332
Ramsey v. Mfg. Co., 1 16 Mo. 313 ; 22 S. W. 719 '. 308
Ramsey v. Tod, 95 Tex. 614 ; 69 S. W. 133 13, 20, 28, 98
Ramson v. Bank, 13 X.J. Eq. 212 ' ' ' 32
Rankin v. F. I. T. & S. D. Co., 189 U. S. 242 .' ! 172
Passbook v. Desterricher, 55 How. Pr. 616 87
Rathbone, etc. Co. v. Frost, 9 Wash. 162; 37 Pac. 298 .385
Raymond v. Caton, 24 111. 123 48
Reading R R. v . Pennsylvania, 15 Wall. 296 205
Rector v. Hartford Deposit Co., 190 111. 380 ; 60 N. E. 528 63
Reed p. Company, 50 Ind. 312 07
TABLE OF CASES. XXXVli
Reid v. Colorado, 87 U. S. 137 ; 47 L. E. 108 163
Reinhard v. Mining Co., 107 Mo. 616 ; 18 S. W. 17 308
Republic Life Ins. Co. v. Swigert, 135 111. 150 ;• 25 N. E. 680 36
Revere i: Company, 15 Tick. (Mass.) 351 155
Rex v. Passmore, 3 Term Rep. 199 157
Rex v. Richardson, 1 Burr, 517 (il
Rex v. Taylor, 3 Salk. 231 61
Reymann Brewing Co. v. Brister, 179 U. S. 445; 45 L E. 269 163
Reynolds <•. Myers, 51 Vt 444 27
Rhodes v. State of Iowa, 170 U. S. 412 ; 42 L. E. 1088 163
Ribling Stock Co. v. People, 147 111. 234 ; 35 N. E. 608 167
Richards v. Bank, 75 Minn. 196 ; 77 N. W. 822 90
Richardson v. Association. 131 Mass. 174 32
Richardson v. Company, 23 Utah, 366 ; 65 Pac. 74 374
Richardson v. Graham, 45 W. Va. 134 ; 30 S. E. 92 138,388
Richardson v. Sibley, 11 Allen, 65 . 62
Richardson v. U. S. M. & T. Co., 194 111. 259 ; 62 N. E. 606 264
Rider v. .Morrison, 54 Md. 429 . 288
Biker w. Leo, 133 N. Y. 519; 30 N. E. 598 77
Rivanna Xav. Co. v. Dawsons, 3 Grat. (Va.) 19 33
Rives 0. Company, 30 Ala. 92 40,
Robbins v. Shelby Co. Tax Dis., 120 U. S. 489 192,208
Robinson v. Pope, 57 Cal. 496 128
Rocke r. Thomas, 56 N. Y. 559 155
Eodgersi*. Bonnett, 2 Okla. 553; 37 Pac. 1078 ' :\n
Rogers v. Gross, 67 Minn. 224 ; 69 N. W. 894 .144
Rondel! v. Fay, 32 Cal. 354 . . 231
Rood r. Wharton, 74 Eed. 118 124
Ross v. Company, 77 111. 134 46.
Ross v. Crockett", 14 I. a. Ann. 811 280
Rough v. Breitung, 117 Mich. 48; 75 N. W. 147 299
Runyan >•. < 'osier, 11 Peters, 122 <j0
Russell v. M'Lellan, 14 Pick. 63 , 294
Rutherford v. Hill, 22 Ore. 218; 25 Pac. 546 173,348
8. B. T. M. Co. v. Company, 4 S. D. 173 ; 56 N. W. 98 363
8. E. Co. v. Commonwealth, 21 Ky. L. R. 1556; 55 S. W. 684 280
8. E. L. Co. v. Bank, 127 N. Y. 517; 28 N. E.467 56
8. F. E. Co. v. Hitchcock, 9 N. M. 156 ; 50 Pac. 332 329
S. F. X. Bank v. Almv, 117 Mass. 176 71 in;)
8. G. &P. Co. v. Scliolfield, 70 Conn. 500; 40 Atl. 182 93*240
S. II. Road '•. Greer, 12 If. 1 164 KM
8 I M. B. Co. v. Stone, 174 Mo. 1 ; 73 S. W. 453 184
8. L. C. N. Bank v. Hendrickson, 40 N. J. L. 52 17:',
8. M. Co. v. Company, 81 Minn 294; 84 N W. 109 302
S M.D.Corp.» Ropes, 6 Pick. (Mass.) 23 57
8. P. R. Co v. Thatcher, 11 N. Y. 102 72
S. P. Ry. Co. 17, Denton, 1 16 I'. S. 201 1M
8. P. T. Co. v. Company, 50 Minn. 93; 52 N. W. 274 37
S. i; C. 8.C0.W. Rankin, 15 111. Ap. 226 125
S 8. Ass'n v. Company, 25 Mo Ap. 642 100
8. S. & I. Ass'n v. Elbert, 163 Ind 198 ; 64 N. E. 758 269
8. 8. T. & Co. v. Piper, 4 Idaho, 463 ; 10 Pac. 144 260
S. \V. Co. v. Armstrong, 17 Me -I '■'<[
8. W. Co. v. Bank, 68 Art 284 ; 67 S. W. 257 -^5
8. & K. Ry. Co. v. Cashing, 45 Me 634 57,68,70
Sacramento Bank v. Pacific Bank L24 Cal 147; 166 Pac. 787 173
Salamon v. Salamon Co. (H. of L. Case , 16 W. M 193 ; 75 L. T. R. 426 . . 14
Salem Bank v. Bank, 17 Mass, 1 66
Salem M. I). Corp. v. Ropes, 2.' 1
Salt Co. 0. East Saginaw, 18 Wall (U. S.) 378 10
XXXVlil TABLE OF CASES.
Sail Lake Hardware Co. v. Company, 13 Utah, 423; 45 Pac. 200 374
Sanger v. Upton, 91 U. S. 60 170
San Joaquin v. Beecher, 101 Cal. 70; 85 Pac. 849 48
San Pedro w. R. R. Co., 101 Cal. 883; 86 Pac. 993 233
Santa Clara Female Academy v. Sullivan, 110 111. 375; 6 N. E. 183 ... . 192
Sargent v. Ins. Co., 25 Mass. 90 48
Saunders v. Farmer, 62 N. H. 672 24,27
Savings Trust Co. v. Company, 112 Fed. 693 60
Scanlon i>. Crawshaw, 5 Mo. Ap. 337 32
Scanlon ». Snow, 2 D. C. Ap. Cases, 137 248
Schenectady, etc. Flank Road v. Thatcher, 111 N. Y. 102 71
Schley v. Dixon, 24 Ga. 273 176
Schloss v. Company, 87 Ala. 411 ; 6 So. 350 71
Schmidt &Bro. Co. v. Mahoney, 60 Neb. 20; 82 N. W. 99 317
Sclmii.lt v. Mitchell, 101 Ky. 570 ; 41 S. W. 929 49
School District r. Greenville, 69 N. II. 84; 6 Atl. 484 323
Schroers v. Fisk, 10 Col. 699; 16 Pac. 285 325
Schuetzenbund v. Agitations Verein, 44 Mich. 313; 6 N. W. 673 29
Scott v. B. & O. R. R. Co., 93 Md. 75 ; 49 Atl. 327 45
Scott v. Company, 93 Md 475; 49 Atl. 327 288
Scott v. Depeyster, 1 Ed. Ch. N. Y. 513 176
Scott v. Windham, 73 Miss. 76; 16 So. 206 305
Scottish Union, etc. Co. v. Herriott, 109 la. 606; 80 N. W. 665 273
Scoville r. Thayer, 105 U. S. 143 72, 115, 142, 144
Scruggs v. Company, 54 Ark. 566 ; 16 S. W. 563 229
Seabright u.Payne, 6 Lea, 283 •■ 307
Seaton v. Grimm, 110 la. 145; 81 N. W. 225 80
Seattle Gas & Electric Co. v. Citizens' Light and Power Co., 123 Fed. 583 . . 183
Second Nat. Bank v. Hall, 35 O. St. 158 40
Sec. Co. r. Fanhandle Nat. Bank. 93 Texas, 575; 57 S. W. 22 191
Security Co. v. Bank, 93 Texas, 575; 56 S. W. 22 371
Seignouret v. Company, 24 Fed. 332 70
Senn v. Levy, 23 K. L.' R. 662, 1331 ; 03 S. W. 770 279
Shadford v. Company, 130 Mich. 300; 89 N. W. 960 296
Shanklin v. Gray, 111 Cal. 88'; 43 Pac. 399 175
Shannon v. Stevenson, 173 Pa. St. 419; 34 Atl. 218 50
Shattuck v. Company, 58 Cal. 550 230
Shaw v. Gilbert, 111 Wis. 105; 86 N. W. 188 392
Shelmerdine v. Welch, 8 Pa. Co. Rep. 330 105
Shepang Voting Trust Case, 00 Conn. 553; 24 Atl. 32 105
Shepard v. Drake, 61 Mo. Ap. 134 121,308
Sheridan Flee. Light Co. v. Bank, 127 N. Y. 517; 28 N. E. 467 108
Sherwood v. Bank, 195 111. 112; 62 N. E. 835 263
Shickle v. Watts, 94 Mo. 410; 7 S. W. 274 123,309
Shields v. Company, 94 Tenn. 123; 28 S. W. 008 79,135,366
Shields v. Life Ins. Co., 119 N. C. 380; 25 S. E. 951 339
Shoun v. Armstrong (Tenn.), 59 S. W. 790 54
Shurtz v. Company, 9 Mich. 209 71
Sibley v. Bank, 133 Mass. 515 292
Si. hvay v. Company, 104 Fed. 481 183
Sigua Iron Co. v. Brown, 171 N. Y. 488; 04 N. E. 294 171
Silsby v. Strong, 38 Ore. 36 ; 62 Pac. 633 350
Simmings v. Association, 26 O. St. 483 79
Simmons v. Company, 113 N. C. 147 ; 18 S. E. 117 ; 22 L. R. A. 077 . 65, 60, 160
Simmons v. Steamboat Co., 113 N. C. 147 ; 18 S. E. 117 338
Simon v. Association, 54 Ark. 58 ; 14 S. W. 1101 226
Simplex Dairy Co. v. Cole, 86 Fed. 739 192
Simpson v. Garland, 70 Me. 203 101
Sims v. Commonwealth, 24 Ky. L. Rep. 159; 71 S. W. 929 87
Singer v. Given, 01 la. 93; 15 N. W. 858 272
Singer v. Hutchinson, 183 111. 605; 56 N. E. 388 155
r Mfg. Co. v. Brown, 04 Ind. 548 269
Singer Mfg. Co. v. Graham, 8 Ore. 18 351
Mfg. Co. v. Peck, 9 S. D. 29 ; 67 N. W. 947 13, 98, 362, 3«3
Skick v. Company, 15 Ind. Ap. 310; 44 N. E. 48 29
TABLE OF CASES. XXXIX
Skinner v. Smith, 134 X. Y. 240 ; 31 N. E. 911 125
Slaughter v. Commonwealth, 13 Grat. 767 382
Slaughter House Cases, 111 U. S. 746 162,163
Slee v. Bloom, 5 Johnson's Chan. N. Y. 366 157
Sleeper v. Goodwin, 67 Wis. 577 ; 31 N. W. 335 395
Slocum v. Head, 105 Wis. 431 ; 81 N. W. 673 173, 391
Smead v. Company, 52 O. St. 59 60
Smith v. Alabama, 124 U. S. 474 208
Smith v. Bank of New England, 69 N. H. 254 ; 45 Atl. 1082 ; 72 N. H. 4 . . 63, 64, 322
Smith v. Company, 6 Cal. 1 330
Smith v. Company, 27 X. H. 86 30
Smith v. Company, 1 How. (Miss.) 479 109
Smith v. Company (Cal.), 57 Pae. 710 123, 125
Smith v. Company, 30 Ala. 650 14, 31
Smith 1-. Company, 64 Md. 85; 20 Atl. 1032 40,96,104,106
Smith v. Company, 58 N. J. Eq. 331 ; 43 Atl. 567 73, 176
Smith i\ Company, 181 U. S. 248; 45 L. E. 847 163
Smith v. Little, 67 Ind. 549 191
Smith v. Morse, 2 Cal. 524 330
Smith v. P. R. R. Co., 30 Ala. 650 214
SnelU. City of Chicago, 133 111. 413; 24 N. E. 532 11
Sniders' Sons Co. v. Troy, 91 Ala. 224 ; 8 So. 658 90
Society for Savings v. Coit, 6 Wall. (U. S.) 594 178, 205
Society Perun v. Cleveland, 43 O. St. 481 ; 3 N. E. 357 343
Solomon v. Bates, 118 X. C. 321; 24 S. E. 746 338
Spangler v. Butterfield, 6 Col. 356 235
Spangler v. Company, 21 111. 476 108
Sparks v. Company, 87 Ala. 294 ; 6 So. 195 86
Sparks v. Company, 3 Idaho, 306 ; 29 Pac. 134 14
Spartenberg, etc. R. Co. v. Ezell, 14 S. C. 281 113
Spear v. Crawford, 14 Wend. 24 95
Spence v. Shapard, 57 Ala. 598 215
Spero v. Company, 7 Ind. 369 179
Sprague v. Bank,"l72 111. 149; 50 N. E. 190 172,268
Sprague v. Company, 90 111. 174 147, 179
Sprague Brimmer Mfg. Co. v. Company, 26 Fed. 572 156
Spry Lumber Co. v. Chappell, 184 111. 539 ; 66 N. E. 794 264
St Clair v. Cox, 106 U. S. 366 180
St J. & L. R. R. Co. v. Shambaugh, 100 Mo. 557 ; 17 S. W. 581 308
St. L. A. &T. II. Ry. Co. v. Company, 158 111. 390; 41 N. E. 16 110
St. Louis Per. Ins. Co. r. Goodfell<>w,9 Mo. 149 48
St. L., etc. Ry. Co. v. Fire Ass'n, 60 Ark. 325; 30 S. W. 350 229
Stafford &Co. v. Am. Mill Co., 13 R. I. 310 358
Standard I >il Co. v. Commonwealth, 23 Kv. L. R. 302; 62 S. W. 897 ... . 279
Standard Sewing Machine Co. v. France, 2 Pen. 430; 48 Atl. 188 247
Standley v. Company, 27 Col. 331 ; 01 Pac. 600 238
Stanton Copper Mining Co. v. Thurmond, 7 Mo. Ap. 587 77
State v. Association, 29 O. St. 899 77
State v. Association, 36 O. St. 268 37,156
State v. Association, 23 N. J. L. 195 48
Bank, 95 Tenn. 221 ; 31 S. W. 993 68,70
State v. Bank, 18 Smeads & M. (Miss.) 669 L60
State v. Bank, 5 Ark. 595 -"-7
Bank, 108 Ala. 8; 18 So. 634 287
State v. Bank, 2 8tew. 30 216
, Barron, 68 N. H. 370 159,823
State v. Beck, 81 Ind. 600 ^0,79
State v. Carr, 6 N. II. 367 24
State v. Chemical Bank, 10 O. 8t. 686 158
.Company H2 ; 60 N. W. 796 20,28,29,88
State v. Company, 16 S C. 624 68
State v. Company, 144 Mo. 662 ; 46 S. W. 698 30
State v. Company, 40 Kan. 96 ; 19 Pac. 849 32,62
State v. Company, 24 Texas, 80 65,66,160
Company, 46 Wis. 079 65, 06, 159
xl TABLE OF CASES.
State v. Company, 68 Minn. 380 ; 69 N. W. 1048 66,159
State v. Company, 41 Ind. 161 68
State r. Company, 8 Hump. (Tenn.) 305 72
State v. Company, 49 0. St. 137 ; 30 N. E. 279 81,160
State v. Company, 102 Ala. 694 ; 15 So. 347 147
State r. Company, 8 R. I. 182 158
State v. Company, 1 Tenn. Cases, 611 160
State v. Company, 39 Minn. 638; 41 N. W. 108 184,198,199
State v. Company, 47 0. St. 167 ; 24 N. E, 392 198
State v. Company, 91 la. 517 ; 60 N. W. 121 l'J8
State b. Company, 49 O. St 440; 81 N.E. 658
State v. Company, 108 Ala. 29 ; 18 So. 801 216
State v. Company, 91 la. 517 ; 60 N. W. 121 273
State v. Company, 61 Kan. 647 ; 60 Pac. 337 60,93,182,276,277
State v. Company, 62 La. Ann. 1822; 28 So. 372 283
State v. Company, 40 Minn. 213 ; 41 N. W. 1020 300
State v. Company, 43 Minn. 17; 44 N. W. 1032 304
State v. Company, 21 Wash. 451 ; 68 Pac. 584 384
State v. Company, 61 Neb. 28 ; 84 N. W. 413 317
State w. Company, 24 Neb. 143; 38 N. W. 43 .317
State a Company, 29 Neb. 700 ; 46 N. W. 155 29, 317
State v. Company, 4 Neb. 354 317
State o. Company, 62 0. St. 350 ; 57 N. E. 62 345
State ». Company, 59 Kan. 151 ; 52 Pac. 422 66,155,276
State ». Critchett, 37 Minn. 13 ; 32 N. W. 787 79,91,300
State v. Curtis, 9 Nev. 324 56
State v. Foulkes, 94 Ind. 493 13, 77
State v. Greer, 78 Mo. 188 49
State ». Lee, 21 O. St. 662 79
Stater. Lesueur, 99 Mo. 552; 13 S. W. 377 85
State v. McCullough, 3 Nev. 202 58
State v. McDaniel, 22 O. St. 354 57
State v. McGains, 64 Mo. Ap. 225 103
State v. McGrath, 75 Mo. 424 14
State v. McGrath, 92 Mo. 355 ; 5 S. W. 29 15 31,83,84,307
State v. Merchant, 37 0. St. 251 . 103,104
State v. Oftedal, 72 Minn. 488; 75 N. W. 692 146
State i7. Overton, 4 Zabriskie (N. J.), 435 ; 24 N. J. L. 485 100
State v. Payne, 129 Mo. 468; 31 S. W. 797 32,73
State v. Phipps, 50 Kan. 609 ; 31 Pac. 1097 199
State p. Reinmund, 45 O. St. 214 ; 13 N. E. 30 199
State t\ Kotwitt. 17 Mont. 41 ; 41 Pac. 1004 85,178
State v. Schlitz Brewing Co., 104 Tenn. 715; 59 S. W. 1033 368
State 17. Sherman, 22 O. St. 411 179,345
State 17. Shippers Compress & Warehouse Co., 95 Tex. G03 ; 69 S. W. 58 . 168, 370
State 17. Simonton, 78 N. C. 57 159
State 17. Stockley, 45 O. St. 304 ; 13 N. E. 279 49
State v. Taylor, 65 O. St. 61 ; 44 N. E. 513 84,85,152
State t7. Taylor, 53 la. 759 ; 6 N. W. 39 46
State ». Tudor, 5 Day, 329 49,104
State v. Trustees, etc., 5 Ind. 77 61, 156
State*. Webb, 97 Ala. Ill; 12 So. 377 73,91,113,216
State v. Webb, 110 Ala. 214; 20 So. 462 125,141
State ». White, 13 Mo. Ap. 139 92
State ex rel. v. Ackerman, 51 O. St. 163 ; 87 N. E. 828 184
State ex re!, v. Cook, Mo. ; 80 S. W. 929 185, 190
State ex rel. v. Insurance Co., 49 O. St. 440 ; 31 N. E. 658 343, 311
State ex rel. Attorney General v. Conklin, 33 Wis. 21 100
State ex rel. Bourdette v. Company, 49 La. Ann. 1556 ; 22 So. 815 106
State ex rel. Cornish v. Turtle, 53 Wis. 45 ; 9 N. W. 791 392
State ex rel. Drake v. Doyle, 40 Wis. 175 393
: re/. Lederer v. Company, 88 Wis. 512; 60 N. W. 796 390
State exre/. O'Hara v. Nat. Bis. Co.,N. J.; 54 Atl. 241 326
State ex rel. Walker v. Talbot, 123 Mo. 69 ; 27 S. W. 366 28
State ex rel. Watkina v. Company, 106 La. Ann. 621 ; 31 So. 172 283
TABLE OF CASES. xli
State ex rel. White v. Hancock, 20 Pen. 252 ; 45 Atl. 851 244
Siate R. R. Tax Cases, 92 U. S. 603 20o
State Savings Bank v. Johnson, 18 Mont. 440 ; 45 Pac. 662 A}*
Steamship Co. v. Company, 28 La. Ann. 173 y
Steger v. Davis, 8 Tex. Civ. Ap. 23 ; 27 S. W. 1068 . 3 3
Stein w. Howard, 65 Cal. 616; 4 Pac. 622 143, 2o2
Steiner v. Steiner, L. L. Co. (Ala.), 26 So. 494 .10
Steinmetz v. Company, 57 [nd. 457 1 i-
Stevens v. Company, 29 Vt. 545 ™
Stewart v. Company, 38 N. J. L. 436 • • • lj»
Stickle v. Company (N. J. Eq..) 32 Atl. 708 38,46,47 66
Stockton v. Baltimore & N. V. R. R. Co., 32 Fed. 9 201
Stoddard v. Company, 44 Conn. 545 ]~\
Stolze v. Company, 100 Wis. 208 ; 75 N. W. 987 156
Stone v. Framingham, 109 Mass. 303 S'
Stout v. Zuliek, 48 N T . J. L. 599; 7 Atl. 3G2 . 80, 8 8
Stowe v. Flagg, 72 111. 897 10, 68, 8o, 94
Strauss v. Company, 52 O. St. 59 °0
Sturges v. Company, 7 De Gex, M. & G. 158 «&
Sturges y. Vanderbilt, 73 N. Y. 384 • • <*
Sullivan v. Company. 39 Cal. 459 52
Sullivan v. Parkes, 69 Ap. Div. 221 ; 74 X. Y. Sup. 786 105
Sullivan v. Vernon, 121 Ala. 393; 25 So. 600 217
Sultons Hospital Cases, 5 Coke's Rep. 253 30, o b °,
Summers v. Company, 38 S. D. ; 86 N. W. 749 362
Sutherland v. Oleott, 95 N. Y. 93 «
Sutro v. Company, 19 Nev. 121 ; 7 Pac. 271 ^\o
Swan v. Burnham, 70 N. H. 580 ; 49 Atl. 93 '■>--
Sweney v. Talcott, 85 la. 103; 52 N. W. 106 7^,82
Sykesw. People, 132111. 32; 23 N.E. 391 41
T.
T. A. L. Co. v. Massey (Tenn.), 56 S. W. 35 28,54
T. L. Co. v. Holbert, 6 N. Y. Ap. Div. 559 191, 192
T. M. Co. v. Goodhue, 18 N. C. 981 98,104
T. R. N. Co. v. Neal, 3 Hawks (N. C), 526 89,90
Tal.orr. Hunk, >>2 Fed. 383; IOC. < '. A. 129 175
Taborv. Company, 11 Col. 419; 18 Pac. 537 }JJ
Talbot v. Company, 74 Mo. 644 l«f
Tallmadge v. Company, 4 Barb. (N. Y.) 382 J5
Taylor v. Company, 91 Me L93 ; 39 Atl. 660 24
Taylor v. Company, 6 O. St. 88 f'
Taylor v. Company, 14 Allen (Mass.), 363 • J 5 ?
Taylor v. Cummings, 127 Fed. 108 126, 170
Taylor v. Griswold, 14 N. J. L. 222 • [04
Taylor u Holmes, M Fed. Rep. 498 58, 165
Teitig v. Boesman, 12 Mont. 404 ; 31 Pac. 871 -\\
Telephone Co v. Telephone Co., 22 Cal. 398 2dU
Tempel v Dodge, 89 Texas, 69; 82 S. W.614; 83 S. W. 222 08
Ten Eyck v. Company, 74 Mich. 226; 11 N. W. 906 107
ivilliger v. Company, 59 111. 249 07
Thatchers King, 156 Mass. 490; 81 N.E. 648 176
Thomas v Company, KM U. S. 71 *»
Thomas v. Company, 66 Cal 'i 1 '", t Pac. 641 - il
Thorn if Dakm, 22 Wend. 9 ,;''•;
Thompson v. Bank, 19 Nev. 171 ; 7 Pac. 870 JJJ
Thompson v. Company, 68 Mibs. 428 [06
Thompson v. Company, 68 Mise 123 ; 9 So. 821 306
Thompson v. Waters, 26 Mich. 214 ■ • • • ; '--: 1 ';'
Thompson Houston Elec. Co. v. Murray, 60 N. J. L. 20 ; 37 All 448 .... 175
Thornton v. Balcom, 85 la. 198; 62 N. W. 190 / 5, 80,2/1
Thum v. Pyke Pac. 167 ^0
xlii TARLE OF CASES.
Tidewater Pipe Line Co. v. Berry, 68 N. J. L. 212 178
TidiouteSav. Bank w. Libbey, 101 Wis. 198; 77 N. W. 182 75
Tilley v. Coykendall, 172 N. Y. 687 ; 66 N. E. 674 40
Tillyer v. Hero Jar Co., 17 Phil. (Pa.) 163 14
Titus v. G. M. T. Road, 61 N. Y. 237 110
Toledo r. National Bank, 21 N. V. 642
Toledo Commercial Co. v. Company, 66 O. St. 217 196
Toledo Co. w.Thomas, 88 W. Va. 666; 11 S.E. 87 389
Toledo, etc. Ry. Co. v. Company, 95 Fed. 497 ; 86 C. C. A. 165 38
Toledo, etc. Co. v. Glum, etc. Co., 55 0. St. 217 ; 45 N. E. 197 345
Tolraan <•. Company, 22 N. W. 505 37
Tomlin v. Bank, 52 Mo. Ap. 430 49,102
Toner v. Faulkerson, 125 Ind. 224 ; 25 N. E. 218 173
Tooney >: S. L. K. P., 74 Mo. Ap. 129 310
Topeka Paper Co. v. Company, 7 Okla. 220; 54 Pac. 455 346
Tourtelot v. Whithead, 9 N. 1). 407 ; 84 N. W. 8 340
Town of Searcy w. Yarnell, 47 Ark. 269; IS. W. 819 228
Tradesmen Pub. Co. v. Comnany, 95 Tenn. 634 ; 32 S. W. 1097 72, 175
Traer v. Company (la.), 99 N. W. 290 51
Treadwell v. Company, 7 Gray (Mass.), 393 51
Troy, etc. Ry. Co. v. Kerr, 17 Barb. (N. Y.) G07 147
Trust Co. v. Floyd, 47 O. St. 525; 26 N. E. 110 344
Trust Co. w. State, 109 Ga. 736; 35 S. E. 323 255
Trustee, etc. v. Campbell, 46 La. Ann. 1543; 21 So. 184 79
Trustees v. Manning, 72 Md. 116 ; 19 Atl. 599 33
Tschumiv. Hills, 6 Kan. Ap. 549; 57 Pac. 619 67
Tuckasegee Mining Co. v. Goodhue, 118 N. C. 981; 24 S. E. 797 40
Tucker v. Oilman, 121 N. Y. 189; 24 N. E. 302 333
Tuttle v. Nat. Bank, 101 111. 497 ; 44 N. E. 984 173
u.
U. M. Co. v. Bank, 2 Col. 248 59
U. P. Ry. Co. v. Company, 163 U. S. 564; 16 S. Ct. 1173 108
U. R. Co. v. II olden, 63 N. C. 410 94
U. S. v. Company, 1 Fed. 700 156
U. Savings Ass'n v. Seligman, 92 Mo. 635 ; 15 S. W. 630 60, 172
Clmer v. Company, 98 Me. 579 ; 57 Atl. 1001 13,107
Underwood v. Waldron, 12 Mich. 73 38
Union Bank v. Laird, 2 Wheat. (U. S.) 390 47
Union Horseshoe Works v. Lewis, 1 Abb. (U. S.) 518; Fed. Cases, 14383 . 85, 178
Union Nat. Bank v. Matthews, 98 U. S. 621 64,77
Union Pacific Railroad Co. v. United States, 99 U. S. 700 154
Union S. Co. v. City of Buffalo, 82 N. Y. 351 332
Union Trust Co. v. Company, 8 N. M. 327 ; 43 Pac. 701 331
Union Water Co. v. Company et <il., 22 Cal. 621 230
Union Water Co. v. Kean, 52 N.J. Eq. Ill; 27 Atl. 1015 24
United States ». Association, 166 U. S. 290; 17 S. Ct. 640 139,167
United States v. Company, 29 Fed. 17 191
United States Vinegar Co. v. Foehrenbach, 148 N. Y. 58; 42 N. E. 403 .. . 29
United States Vinegar Co. v. Schlegel, 143 N. Y. 537; 38 N. E. 729 . . . 24,27
Upton v. Triblecock, 91 U. S. 345; 21 L. E. 203 142
Utley v. Company, 4 Col. 369 199, 232
Utley v. Union Tool Co., 11 Gray (xMass.), 139 10
V. B. R. R. Co. v. E. T. & G. R. R. Co., 14 Ga. 327 257
V. (' Railway Co. v. Clayes, 21 Vt. 30 02
V. G. B. Co. v. Blode, 84 Md. 129; 34 Atl. 1127 48
Van Cott r. Van Brunt, 82 N. Y. 535 124,171
Van Etten v. Eaton, 19 Mich. 187 47, 66, 175
TABLE OP CASES. xliii
Van Pelt v. Association, 79 Ga. 439 ; 4 S. E. 501 82
Van Pelt v. Gardner, 54 Neb. 701 ; 75 N. W. 874 64, 83, 174
Van Sands v. Bank, 26 Conn. 144 48
Vaughn Machine Co. v. Lighthouse, 64 Ap. Div. (N. Y.) 138 194
Vawter v. Franklin College, 53 Ind. 88 77, 82
Veeder v. Mudgett, 95 N. Y. 295 109
Ventura, etc. By. Co. v. Hartman, 116 Cal. 260; 48 Pac. 65 142
Vermont, etc. By. Co. v. Company, 34 Vt. 2 24
Vermont Loan & Trust Co. v. Hoffman, 5 Idaho, 376 ; 49 Pac. 314 260
Vermont Marble Co. v. Company, 135 Cal. 579 ; 67 Pac. 1057 143, 232
Vidal v. Girard's Executors, 2 How. (U. S ) 127 33
Visalia, etc. Co. v. Hyde, 110 Cal. 632; 43 Pac. 10 232
Vos v. Association, 9 Bull (Ohio), 194 65
w.
W. B. & L. Ass'n v. Coleman, 89 Pa. St. 428 79
TV. C. M. Co. v. Byrnes, 114 N. C. 353 159
W. F. C. F. Co. v. Kittridge, 5 Sav. 44 159
W. G. & S. M. Co. v. Baker, 3 Nev. 351 320
W. H. & H. Mining Co. v. King, 45 Ga. 34 104
W. P. It. Co. v. Company, 114 N. C. 690; 19 S. E. 646 27
W. P. H. Co. v. Young, 12 Md. 476 24
W. H. Lumber Co. v. Implement Ass'n, 55 Ark. 625; 18 S. W. 1055 .... 229
W. S. Bank v. Bank, 107 Mo. 133; 17 S. W. 644 108
W. U. T. Co. v. Attorney-General, 125 U. S. 530 ; 8 S. Ct. 961 ; 31 L. E. 790 . 85
W. & B. T. Co. v. Maryland, 19 Md. 239 157
W. & M. Road Co. v. Board of Supervisors, 64 Cal. 69; 28 Pac. 496 .... 22
Wagner Free Institution v. Philadelphia, 132 Pa. St. 612 153
Walker v. Company, 34 (N. Y.) Misc. 345 71
Wallace r. Hank, 89 Tenn. 630; 13 S. W. 48 • . 176
Wallace v. Walsh, 125 N. Y. 26 ; 25 N. E. 1076 175
Wallace v. T. Co., 70 Minn. 521 ; 73 N. W. 189 302
nberg Water Co. v. Moore, 5 CoL Ap. 144 ; 38 Pac. 60 107
Walworth v. Brackett, 98 Mass. 98 92,96,290
Ward v. Brigham, 127 Mass. 24 173
Ward v. Johnson, 95 111. 215 60
Ware Cattle Co. v. Anderson, 107 la. 231 ; 77 N. W. 1026 273
Warfield v. Company, 72 la. 666; 34 N. W. 467 271,272
Warner v. Callender, 20 O. St. 190 79
Washburn v. Company, 81 Fed. 17 121
Washburn Mills Co. v. Bartlett, 3 N. D. 138 ; 54 N. W. 544 342
Washington Co. Mut. Ins. Co. v. Dawes, 6 Gray (Mass.), 376 181
Washington, etc. Ass'n v. Stanley, 38 Ore. 319 ; 63 Pac. 489 349
Washington Mills Co. v. Roberts' 8 X. V. Ap. Div. 20; 151 N. Y. 69 . . . . 193
Waters v. Quinbv, 27 N. J. L. 2!«! 109
Waters Pierce Oil Co. v. Texas, 177 U. S. 28 207
Water Works Co. r. Low, 46 N. V. Sup. 633 64
Waterworks v. Ban Francisco, 22 Cal, 441 281
Watson v. Company, 66 Mo. Ap. 1 1"> 66
Waukon, etc. By. Co. v. Dwyer, 19 [a. 121 96
Wechselberg v. Bank, 64 Fed. 90 13,98
Weeks v. Company, 55 N. V. Sup. Ct. 1 48
Weeks o. Love, 60 \. 7. 668 888
Weinhenmayer w. Bitner, 88 Md. 826; 42 Atl. 246 289
Welch i) Bank, 122 N. Y. 177 ; 26 N. E. 269 89
Wells v. Black, 117 Cal. 167 ; 48 Pac. 1090 83
Wells v. Company, 90 Wis. 442 ; 64 N. W. 69 142
Welton v. Missouri, 91 U. 8. 276 206
West v. Crawford, 80 Cal. 19 ; 21 Pac. 1123 108
Western Co. v. Central Co., 116 Ind. 229 ; 18 N. E 11 268
Western Union Telegraph Co. v. Mayer, 28 O. 8t. 521 184,845
Wetherbee v. Baker, 36 N. J. Eq 601 138,826
xliv TABLE OF Casks.
Wheeler ». Company, 148 HI. 197 j 88 N. E. 420 63,102,157
Wheeler, etc. Co. v. Company, 14 Wash. 680 ; 45 Pac. 310 '78
White v. Brownell, 4 Abb. Pr. w. s. 162 Gl
White v. Dumnier, 3 Mason (U. S.), 808 126
White v. Greene (la.), 70 N. W. 182 172
While r. Howard, 38 Conn. 342 33
White v. Rice, 112 Mich. 403; 70 N. W. 1024 33
White Corbin Co. v. Jones, 167 N. Y. 158 ; 60 N. E. 422 334
Whitehill v. Jacobs, 76 Wis. 474 ; 44 N. W. 630 121,124,125
Whitman v. Bank, 176 (J. S. 559 173
Whitman Ag. Co. v. Strand, 8 Wash. 647; 36 Pac. 682 385
WickNat. Bank o. Union Nat. Bank, 62 0. St. 446; 67 N. E. 320 344
Wiggins Co. v. East St. Louis, 107 U. S. 374 208
Wilcox Cordage Co. v. Mosher, 114 Mich. 64; 72 N. W. 117 299
Wilkinson v. Bertock, 111 Ga. 187; 36 S. E. 623 256
Willamette Freighting Co. v. Stainners, 4 -Ore. 262 350
Williams v. Bank of Commerce, 71 Miss. 858 ; 16 So. 238 306
Williams v. Benet, 34 S. C. 112; 13 S. E. 97 360
Williams v. Boice, 38 N. J. Eq. 304 326
Williams v. Company, 25 Ind. Ap. 351 ; 57 N. E. 681 20,28,265
Williams v. Company, 153 Ind. 496 ; 65 N. E. 425 108
Williams v. Evans, 87 Ala. 726 ; 6 So. 702 143,215
Williams r. IL-witt, 47 La. Ann. 1076; 17 so. 490 68
Williams r. Lowe, 4 Neb. 382 315
Williams r. Taylor, 120 N. Y. 244; 24 N. E. 288 108
Willis v. Mabon. 48 Minn. 140; 50 N. W. 1110 173
Wilmington & Reading Ry. Co. v. Downward (Del.), 14 Atl. 720 150
Wilson v. Proprietors, etc., 9 R. I. 590 150
Wing v. Slater, 19 R. I. 597 ; 35 Atl. 302 80
Winscott v. Investment Co., 63 Mo. Ap. 367 45, 309
Witters v. Sowles, 31 Fed. 1 175
Wolff Dryer Co. v. Bigler, 192 Pa St. 466; 43 Atl. 1092 191
Wood v. Association, 63 Wis. 9; 22 N. W. 756 392
Wood v. Bank, 9 Covven, 194 81
Wood v. Company, 56 Conn. 87 ; 13 Atl. 137 27
Wood v. Corry Water Works Co., 44 Fed. 146 64
Wood u. Dummer, 3 Mason, 308 ; Fed. Cases, 17944 114,122
Woodberry v. McClurg, 78 Miss. 831 ; 29 So. 514 20, 83, 306
Woodman v. Company, 50 Me. 549 32
Woodruff v. Erie R. R. Co., 93 N. Y. 609 64
Woodson v. State, 69 Ark. 621 ; 65 S. W. 466 229
Woolen Mills Co. v. Edwards, 84 Mo. Ap. 448 310
Worcester v. Company, 109 Mass. 103 . . . * 147
Worthen v. Griffith, 59 Ark. 562; 28 S. W. 286 226
Wright v. Company, 67 Cal. 532 ; 8 Pac. 70 102
Wright v. Company, 52 N. J. Eq 352 101
Wright v. Hughes, 119 Ind. 324; 21 N. E. 907 59,00
Wright v. Lee, 2 S. D. 596; 51 N. W. 700 40,90,98
Wright v. Lee et al., 4 S. D. 287 ; 55 N. W. 931 365
Wyman v. Powder Co., 02 Mass. 168 292
Y. R. L. N. Co. v. Company, 72 Fed. 62 72
Young v. Company, 05 Mich. Ill; 31 N. W. 814 121,124,125
Young v. Vough, 23 N. J. Eq. 325 47
Z.
Zabriskie v. Company, 18 N. J. Eq. 178 147
A TREATISE
ON THE
INCORPORATION AND ORGANIZATION
OF CORPORATIONS.
INTRODUCTION.
The development of the modern business corporation act has
been most curious and interesting. Previous to the year 1837
charters could be procured only by special act of the legislature.
In that year the legislature of Connecticut passed the first busi-
ness corporation act that went into force and effect in the
United States. It was drawn by Theodore Hinsdale, of Win-
chester, Connecticut, a Yale graduate of the class of 1821. As
this act forms the basic work of most of the business corporation
acts of to-day, it deserves more than passing notice. It was drafted
for the purpose of permitting incorporation thereunder of com-
panies for the purpose of carrying on a manufacturing, mechan-
ical, mining, and quarrying business. The statutory powers of
corporations incorporated thereunder were enumerated as follows :
To sue and be sued, to have a common seal, to elect officers, to
fix their compensation and duties, to establish by-laws, to em-
ploy agents, mechanics, and laborers. Incorporation was limited
to one purpose, to be distinctly and definitely set forth in the art-
icles of agreement which were required to be signed by ill the
incorporators. A board of directors was provided for; also a
president, secretary, and treasurer. Power was given to the cor-
poration to forfeit stock of stockholders for uon-paymenl of stock
subscriptions. The corporation also bad a Lien upon the stock of
its members for debts. After the articles were signed and the
corporation organized and the articles of association published,
i 1
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
the officers were required to make and file with the Secretary of
State (and a duplicate thereof with the town clerk of the town
where the corporation was to transact its business) a certificate
Betting forth, (1) the purpose of the corporation; (2) the amount
of its capital stock; (3) the names of stockholders and the num-
ber of shares held by each. Annual reports were made obliga-
tory. Stockholders were made liable for all capital refunded
to them, and made personally liable for the declaration of illegal
dividends.
The passage as well as the operation of the first Connecticut
act was watched closely by the legislative bodies of the neighbor-
ing States, with the result that by 1850 there were in the
neighborhood of a score of general business corporation acts in
force and effect in various parts of the country modelled with
some few exceptions closely after the Connecticut act above re-
ferred to. The operation of these general acts was so satisfac-
tory that a new element appeared in the passage by various States
of constitutional amendments forbidding absolutely the creation
of private corporations for purposes of profit by special act of
the legislature. This has been continued until at the present
time special charters cannot be procured save in seven of the
Commonwealths.
The next development is to be noted along the line of enlarge-
ment of corporate purposes and powers. Gradually the restric-
tion of the earlier incorporation acts limiting the right and
benefits thereof to those desiring to incorporate companies for
manufacturing and mining purposes was removed so as to permit
practically of incorporation for any lawful purpose. At the same
time there came a demand on the part of prospective incorpora-
tors for greater powers than were permitted at common law,
— such, for example, as the right to perform constituent acts
outside of the domiciliary State, to hold stock and bonds in other
corporations, and to amend their charters unrestrictively. In this
way there came to be found in many of the corporation acts a
large number of extraordinary powers which were not recognized
at common law. This served to greatly popularize the corporate
form of organization as compared with individual, partnership, or
joint stock company enterprises. The result which followed was
natural. The several State legislatures proceeded one after the
other to enact statutes compelling incorporators when organizing
2
INTRODUCTION.
corporations to pay a license tax graduated according to the cap-
italization of the corporation. In this way certain States — nota-
bly New Jersey, New York, Delaware, West Virginia, and Maine —
have secured a very large revenue — all to the satisfaction of the
average tax-payer.
It is characteristic of State legislatures that they never fail
to take advantage of an opportunity to relieve a majority of
voters from the burdens of taxation at the expense of a few.
Doubtless it was with this laudatory purpose in mind that they
next proceeded to enact statutes requiring corporations to pay an
annual license tax based upon either their authorized capitaliza-
tion, the amount of capital invested in the State, or the amount of
dividends paid annually to stockholders. The success of a few
States in securing large revenues from both organization and
license taxes resulted in legislative action in other States taken
with a view to securing a proper share of the incorporation busi-
ness, which had hitherto enured to the benefit of two or three
favored Commonwealths. This may be properly described as the
era of the " tramp corporation." That is, it was about this time
that there appeared a well-defined tendency on the part of incor-
porators to go outside of the State of their residence for a charter
under which they planned to do business exclusively in some
foreign State. The result has been that incorporators have grad-
ually accustomed themselves to going for their charters to those
States which are commonly known as leading incorporating
States. Iii this group will be found at the present time New
Jersey, New York, Delaware, West Virginia, South Dakota,
Maine, Nevada, Arizona, Connecticut, District of Columbia,
Virginia, Oklahoma, North Carolina, and Alabama.
Speaking in general terms, it may be said that a great majority
of the business corporation acts in force in this country to-day are
sadly in need of revision. Thus, for example, the incorporation
acta of Iowa, Nebraska, New Hampshire, Vermont, Rhode Island,
Arizona, Mississippi, and the hist riot of Columbia are more or
Less crude in construction, and lack many of the essentials of com-
plete and satisfactory acts. The incorporation laws of Georgia,
Pennsylvania, and Maryland are veritable "legal antiques," and
would bear revision without any injury whatever to the best
interests of those Commonwealths. The incorporation acts of
Iudiana, Minnesota, Tennessee, Pennsylvania, and Louisiana are
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
so involved as to lead to almost certain confusion when an attempt
is made to take advantage of their provisions.
In regard to the attitude taken by the legislatures of the several
States in the framing of these General Acts, attention is called to
some remarks of the Committee on Corporations addressed to the
legislature of Massachusetts in 1903, which were as follows:
"The history of corporations, as well as the logic of the case,
shows that there are possible two general theories as to the State's
duties in creating corporations. First, the old theory that being
creatures of the State, they should be guaranteed by it to the public
in all particulars of responsibility and management ; and the modern,
quite opposite theory that, in the absence of fraud in its creation or
government, an ordinary business corporation should be allowed to do
anything that an individual can do. Under the old theory the capi-
tal stock of a corporation was, in the law, considered to be a guarantee
fund for the payment of creditors as well as affording a method of
corporate enterprise. There resulted from this principle not only the
fundamental proposition that the capital stock, being in the nature
of a guarantee fund, should be paid for at its par value in actual
cash, but all the other provisions to protect creditors or other persons
having dealings with the corporation, such as that the debts of a
corporation should not exceed its capital stock, designed primarily in
the interest of creditors, and secondarily in that of the stockholders,
who are looked after as carefully as if they were wards of the State
when dealing in corporation matters. Under the modern theory, the
State owes no duty to persons who may choose to deal with corpora-
tions to look after the solvency of such artificial bodies ; nor to the
stockholders to protect them from the consequences of going into
such concerns, the idea being that in the case of ordinary business
corporations the State's duty ends in providing clearly that creditors
and stockholders shall be at all times precisely informed of all the
facts attending both the organization and the management of such
corporations, and particularly that there shall be full publicity given
to all details of the original organization thereof."
It may be of some practical value at this point to inquire briefly
what are the advantages of conducting business under corporate
management rather than as an individual or a copartnership en-
terprise. These advantages may be enumerated as follows :
First, Immunity from individual liability for debts arising out
of the conduct of the business.
4
INTRODUCTION.
Second, The securing of the element of perpetuity for the life
of the enterprise in hand, so that the death of any of the parties
interested does not interfere with the conduct of the business.
Third, The good-will and prestige of the business is not then the
property of an individual, but belongs to the corporation.
Fourth, The ease with which capital is obtained for the use of
the business through the sale of stock, thus doing away with the
danger or necessity of admitting general or special partners into
the concern.
Fifth, The facility with which money can be obtained by the
sale of bonds or preferred stock.
Sixth, The ease with which individual interests in a business
may be sold or transferred, without the necessity of obtaining the
consent of a third party to the sale.
Seventh, The removal of the danger of being ruined through
the dishonesty or extravagance of a partner.
Fi</hth, The small expense connected with the incorporation of
an enterprise.
Ninth, The wide and far reaching extension of the powers of a
corporation as compared with that of individuals and copartners.
Cut the advantages of corporate management being stated, the
< [:n si ion then arises : Where should the business man of to-day go
to procure a charter for the enterprise he may have in hand ?
With forty-five States, five Territories, and the District of Columbia
all offering facilities for incorporation, the task of selection there-
from is by no means an easy one. Where the capitalization is
small or the corporate purposes simple, it is sometimes, though
not always, best to procure a charter from the State where the
principal prospective incorporators reside or where they propose
to carry on the company's business. On the other hand, if the
capitalization is to be sought in other localities, the proposed cor-
porate business interstate in character, or the prospective capital-
ization Large, and the corporate purposes sough! for broad in
character, then it may be of great advantage to procure a charter
in 80 me outside State. Under such circumstances recourse is
usually had to what are recognized as the leading incorporating
States already referred to.
Hut, to <_ r o further, it may be stated that a proper investigation
into the question as to where to look For a charter best suited to
the immediate purposes of the proposed corporation must neeessa-
5
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
rily entail an investigation among many others into the following
matters :
1. Nature of the business corporation act of the State wherein
it is proposed to incorporate.
2. Policy of such States towards corporations, domestic and
foreign.
3. Publicity required as to the condition of corporations or-
ganized under the laws of that particular State.
4. Extent of legislative control over private corporations.
5. Nature of corporate powers desired.
6. Initial expense.
7. Amount of annual franchise tax, if any.
8. Amount of capitalization permitted, and the par value of
shares allowed.
9. Time within which the capital stock must be paid up.
10. Question as to whether stockholders' and directors' meet-
ings must be held within the State in which the charter is procured.
11. Question as to whether the principal office of the corpora-
tion may be maintained outside of the State of its organization.
12. Ascertainment of the question as to whether stock can be
legally issued for property or services instead of for cash.
13. Inquiry as to what extent the appraisal of the board of di-
rectors of the property or services paid for by the issuance of
stock is conclusive upon the creditors of the corporation seeking, in
case of insolvency, to enforce an alleged liability for unpaid stock.
11. Power to issue preferred stock.
15. Par value of the corporate shares desired.
16. Power to create debts.
17. Ease or difficulty with which the charter may be amended.
18. Amount of stockholders' liability, if any.
19. Extent of directors' liability, if any.
20. Ease or difficulty with which the corporation may be
dissolved.
21. Nature of the laws of the various States with reference to
the terms and conditions under which foreign corporations may
do business therein.
Each of the foregoing questions has its proper bearing when it
comes to deciding where to go for a charter for some particular
business enterprise which it is proposed to prosecute under tin:
form of corporate organization.
G
INTRODUCTION.
A discussion of each of these matters will be found in Part I.
of the present treatise.
Turning now to the character of the business corporation acts
passed by the legislatures of the various States and Territories, it
will be apparent to all that many of them are " wonderfully and
fearfully made."
If one were to attempt to characterize and compare the various
incorporation acts of the several States and Territories, it would
be found a task of great difficulty, for the reason that it is almost
impossible to find a logical basis for classification. Any number
of arbitrary classifications might be adopted, but these would be
of no value to either the practitioner or the public at large. What-
ever attempt may be made here along this line must be based
solely upon the most general lines of similarity of the incorporation
acts of various States. As a preliminary to this, it has been
noted that certain States and Territories are known and recog-
nized as "leading incorporating States." The ones to which ref-
erence is made are New Jersey, New York, Delaware, West
Virginia, Maine, South Dakota, Connecticut, Massachusetts, Ari-
zona, Nevada, District of Columbia, and Virginia. The great ma-
jority of charters taken out annually in this country are procured
in the foregoing enumerated States and Territories.
Uy many the New Jersey act is considered to be a model of
what a business corporation act should be. This fact, coupled
with the large revenue secured by the State of New Jersey
through this medium, has resulted in the passage in other States
of statutes modelled more or less closely after the New Jersey act.
This fact prompts the first classification that will be attempted
here, which will be termed the " New Jersey Class." Within the
limits thereof may be properly included not only New Jersey, but
New York, Delaware, West Virginia, Alabama, Nevada, North
Carolina, and Virginia as well.
Another classification would embrace a large number of West-
ern States and Territories, which to a greater or less extent have
modelled their corporation acts along the same general lines as
that of California. This class may properly be referred to as the
"California Class," and included therein will be found Colorado,
North Dakota, South Dakota, Oklahoma, Idaho. Montana, Oregon,
Washington, Colorado, Utah, Wyoming, Texas, Arizona, and New
Mexico.
7
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
Another group will be known as the " Maine Group," for the
reason that the plan has been therein adopted of having the cor-
poration organized before a certificate of incorporation or organiza-
tion is filed with or issued by the State officials. In this class
belong- Maine, Massachusetts, Connecticut, Illinois, Missouri,
Arkansas, and Indian Territory.
Iowa and Nebraska have acts very closely resembling each
other, and may be grouped as the " Iowa Class." In another
group, which we shall call the " Pennsylvania Class," are to be
found Pennsylvania, South Carolina, Florida, Mississippi, and
Kansas. The distinguishing feature of this class is that the incor-
poration scheme adopted embraces a petition for incorporation by
the incorporators addressed to State officials, to be followed by
the filing of a certificate of incorporation if the petition is
favorably acted upon.
Another group may be known as the " Kentucky Group," in
which belong Kentucky, Ohio, New Hampshire, Rhode Island, and
Vermont. The resemblance here, it must be admitted, is more fan-
cied than real, and probably does not depend upon any actual in-
tent to copy the first Kentucky act. In the " Michigan Class " are
to be found Michigan, Wisconsin, and Minnesota, all of which
possess acts resembling each other in certain features. It is
impossible to place Georgia, Indiana, Louisiana, Maryland, and
Tennessee in any specified class. They all possess inadequate
and certainly unique business corporation acts, which are not
likely to be copied by any other State in this day and generation.
.
PART I.
INCORPORATION AND ORGANIZATION OF
CORPORATIONS.
CHAPTER I.
DRAFTING THE 'CHARTER.
§ 1. General Remarks on Corporate Charters. — Incorporation
is a form of expression of the sovereign political power of the
State in the creation of a juristic person possessing such limited
powers as may be granted to it by the legislative branch of our
State or national government. The growth of the corporate
form of organization affords an example of the rapid evolution
from a somewhat circumscribed beginning to proportions that
can only be described in this age of industrial trusts and com-
binations as colossal in character. Even the courts have not
infrequently called attention to the modern disposition to incorpo-
rate everything. 1
Much of this is due no doubt to the passage by the various State
legislatures of what are commonly known as " business corpora-
tion acts." The phrase " business corporation," in this connec-
tion, is a broad term, and includes all corporations engaged in
business for profit, as distinguished from municipal and eleemosy-
nary corporations. 2 The creation of corporations organized for
profit by special act is now forbidden by constitutional pro-
vision in all but seven of the States. 3 The existence through-
out the country of general incorporation acts has fully reversed
the (,ld policy of granting exclusive privileges of any kind to
corporations. 1
' See In <■< [talian Mm. Ben. Ass'n, New Bampshire, Rhode Island, South
4 Pa. l»i-. Rep •'..".7. Carolina, and Vermont.
- Adams o. Company, F< I No.47. 4 People v. Company, 130 111.268; 2
8 Couuecticut, Florida, Maasachnaett N I
9
§ I INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
The purpose of restricting the power to create corporations by
special act lias been well set forth as follows : " To inaugurate the
policy of placing corporations of the same kind upon a perfect
equality as to all future grants and powers by making such laws
applicable to all parts of the State and thereby securing - the vigi-
lance and attention of its whole representation, and, finally, of
making the judicial construction of their powers or the restric-
tions imposed upon them equally applicable to all corporations of
the same class." 1
It is universally recognized in this country that legislative
authority is essential to the creation of a corporation. 2 Incor-
porators cannot come together and agree to become a corporation
■without conforming to legislative requirements. 3 It has been well
said " that there is an obvious reason for making such organiza-
tion by written articles of agreement a condition precedent to the
exercise of corporate rights. It is the basis upon which all subse-
quent proceedings are to rest, and is designed to take the place of
a charter or act of incorporation by which corporate rights and
privileges are usually granted. If there were no such provisions,
there would be an absence of any provision by which the right to
exercise corporate powers could be definitely fixed and established,
and there would be no means of ascertaining the rights of stock-
holders and of persons dealing with such association." 4
The charter of a company together with the general laws of the
State of its creation, enumerating and limiting the powers of all
corporations of that class, constitutes the measure of its powers,
and the enumeration thereof implies the exclusion of all other
powers except such as are incidentally or necessarily implied. 6
The instrument by which corporations are created is known by
different names in various parts of the country. The term
" charter " is a word which has descended to us from the common
law existing in England long before the United States became a
nation. It originally referred to the specific grant of certain
privileges running from the sovereign to a subject. Subsequently
it was applied in this country to a specific act of the legislature
1 Atkinson v. Company, 15 O. St. 21 ; 4 Utley v. Union Tool Co., 11 Gray
see al^o Ex parte Pritz, 9 la. 30. (Mass.), 139.
- .M' Kim v. Odom, 8 Bland's Chan- 6 G. L. & H. I. Co. v. Karaper, 73 Ala.
eery (Md.), 407. 325; Steiner v. Steiner L. & L. Co.
3 Stowe v. Flagg, 72 111. 397. (Ala.), 26 So. 494; Salt Co. v. East Sagi-
naw, 13 Wall. (U. S.) 378.
10
CHAP. I.] DRAFTING THE CHARTER. § 1
creating a corporation with distinct and exclusive purposes and
powers. With the advent of the passage of general business cor-
poration acts in this country, the word "charter" has been re-
placed by such terms as " articles of incorporation," " articles of
association," "certificate of incorporation," " certificate of organi-
zation," and " petition for incorporation." It goes without saying
that under the Business Corporation Acts referred to there must
be articles of some sort properly executed. 1
It has been said that the essence of a corporation consists, first,
in its capacity to have perpetual succession under a special name
and in an artificial form ; second, to take and grant property and
contract obligations, sue and be sued by its corporate name as an
individual ; and third, to receive and enjoy corporate privileges
and immunities. The first two are the privileges of the incorpo-
rators, and the third is the franchise of the corporation. 2
As far back as 1612 Lord Coke enumerated the essentials of a
corporate "charter as follows : (1) lawful authority for incorpora-
tion ; (2) persons to be incorporated; (3) corporate name; (4)
domicile; (5) words sufficient in law enumerating the purposes
and powers of the corporation. All of these essentials and many
more, which by statute arc made essentials, are to be found in
the business corporation acts of to-day.
Ri ferring now briefly to those matters which are by statute in this
country made necessary parts of articles of incorporation, the follow-
ing may be said : with the exception of Arkansas, Georgia, In-
dian Territory, Maine, Massachusetts, Mississippi, New Hampshire,
Ohio, Oregon, Rhode Island, South Carolina, Tennessee, and Ver-
mont, all have incorporation acts requiring that the duration of cor-
porate existence shall be set forth in the articles of incorporation.
Again, all but New Hampshire and Tennessee require a state-
ment as to t lie number and par value of shares. More than
half the States prescribe tfiat the names of the firsl or tem-
porary board of directors shall be inserted in the articles, while
mosl of the remaining States require thai the number of directors
only Bhall be inserted. Fully half the States authorize the inser-
tion in the articles of provisions for the issuance of preferred
stock. A few of the Commonwealths require thai the articles
l Abbott v. Company, » Neb. in',; ell v City of Chicago, 133 HI. 413 j
, v. Rigga (Neb.), 97 N. W. 1033; -'t N. E. 532.
Childa r. Smith, 55 Barb. (N. V) 15.
11
sj 2 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
shall contain a statement as to the amount of stock subscriptions,
the amount of capital stock paid in, and the amount of capital
with which the corporation will begin business. Alaska, Arizona,
Delaware, Louisiana, Iowa, Minnesota, Nebraska, and Utah require
thai the date of the annual meeting shall appear in the articles.
Alabama, Connecticut, Delaware, Maryland, Massachusetts,
Nevada. New Jersey, New York, North Carolina, South Carolina,
Utah, Virginia, West Virginia, and Wisconsin expressly authorize
the insertion in the articles of provisions for the regulation of the
internal affairs of the corporation. If it is desired to protect
stockholders from personal liability for corporate debts, there
must be inserted in the articles of incorporation of companies
organized under the laws of Arizona, Delaware, Iowa, Kentucky,
Louisiana, Mississippi, and Utah provision specifically exempting
stockholders from such liability.
And so the enumeration might be continued almost indefinitely
of special provisions required in particular States in connection
with the incorporation of corporate enterprises.
Finally, attention is called to the various steps necessary to
create a corporation under the modern business corporation acts,
qualified in every respect to carry out the purposes for which
it is formed. These steps may be enumerated as follows : (1) the
drafting of the articles of incorporation ; (2) the signing of
the articles by the requisite number of incorporators, and ac-
knowledgment of the same before an officer duly authorized to
take such acknowledgments ; (3) filing and recording the arti-
cles with the proper State and county officials after payment of
the requisite organization tax and filing and recording fees ; (4)
organization of the corporation ready for the transaction of busi-
ness; (5) securing the necessary permit from State officials (if
any is required) to transact business within the domiciliary State. 1
§ 2. Incorporators. — An incorporator is one of the constituents
of a corporation, who by petition or by means of the execution
of articles of incorporation invokes the exercise of the supreme
political power of the State in the creation of a corporation for the
benefit of himself and associates and their successors in interest. 2
The words " corporator" and " incorporator" have essentially
1 See Caxmody v. Powers, 60 Mich. 26 ; 2 In re Lady Bryan Co., 1 Saw. 349 ;
26 N. W. 80. E. & N. Y. C. R. R. Co. v. Owen, 32
Barb. (N. Y.) 616.
12
CHAP. I.] DRAFTING THE CHARTER. § 2
the same meaning. The qualifications of incorporators vary
with the State from which the charter is sought. The usual
number of incorporators required by the various acts varies from
one to five. 1 In Arizona, Iowa, and Nebraska one person may
incorporate. 2 Residential requirements on the part of incor-
porators exist in Alaska, California, Idaho, Kansas, Maryland,
New York, North Dakota, Ohio, Oklahoma, Pennsylvania, South
Dakota, Texas, Utah, and Wisconsin. 3 Failure to state residence
in articles is, however, not fatal to corporate existence. 4
The general rule is that citizenship is not necessary unless
specifically required by the statute of incorporators. 5 It has been
said that in the absence of statute providing otherwise incorpora-
tors must be stockholders. 6 The rule, however, appears to be
otherwise in Oregon, Pennsylvania, South Dakota, Texas, Tennes-
see, and Georgia. 7 In a majority of the States, however, statutes
expressly prescribe that incorporators must be subscribers for at
least one share of the capital stock of the proposed corporation.
If married women arc under no disabilities, they may act as
incorporators. 8 Aliens may be incorporators if statute does not
provide otherwise. 9
Some of the States expressly limit the right to become incorpo-
rators to natural persons. However, where no such express limi-
tation exists, there is no question but what the word " person,"
when used in the statute limiting such matters, would not permit
corporations to act as incorporators. 10
The rule seems to be that incorporators must be of full age. 11
Incorporators must also be known persons. 12 The modern rule
1 See Tart III. Table 4, page 574. 67 N. W. 947 ; Ramsey v. Tod, 95 Tex.
2 P. B. Corporation v. Lamson, 16 Me. 614 ; 69 S. W. 133; Byrnes v. Beck, 10 Ga.
224; Ulmer v. Company, 98 Me. 579; 121; B. B. & T. Co. v. J. B. T. Co., 101
57 Atl. 1001. Tenn. 545; 48 S. W. 228; Wechselberg
8 See Part III. Table 5, page 575. p. Bank, 64 Fed. 90.
4 State v. Foulkes, 94 Ind. 493 ; see also 8 In re application for charter, 27
Halbert v. Association (Tex. Civ. App.), 84 Weekly Notes of Cases (Pa), 399 ; In re
8. W. 636. Century Club, 27 W. N I . (Pa.) 899.
6 M. N. F. Co. v. Baumbach, 32 Fed. u Lamar v. Browne, 92 U. S. 187; 23
205 ; A. S. Co. v. Heidcnheimer, 80 Tex. Law. Ed. 650.
344 ; 15 S. W. 1038. lJ C R. Co. v. P. R. Co., 31 N. J. Eq.
6 Gulliver v. Roelle, 100111.141 ; Byron- 475; Insurance Co. v. N. II. P. Co., 37 La.
ville Creamery A- 'n < [vera (Minn.), 100 An. 233.
N. W. 387; Chase v. Lord, 77 N. Y. 11; ]1 Matter of Globe, etc. Ass'n, 135
Medlei v. Company, 6 N. Mex. 881. N. Y. 280; 32 N. B. 122; II. F. Road Co.
7 Coyote, etc. Co. v. Ruble, 8 Ore. 284 ; v. Townsend, 13 Ont. Ap. Rep. 534.
Densmore Oil Co. v. Denamore, 64 Pa. St. >-' C. K. U. of N. J. v. P. R. R. Co., 31
43; Singer Mfg. Co. v. Peck, 9 8. D. 29; N. J. Eq. 475.
13
§3 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
Beema to bo that incorporators arc merely conduits for the pur-
pose of organization for the benefit of future stockholders. 1
Under this rule there can be no valid legal question raised at this
day as to the legality of the use of what are commonly known as
" dummy incorporators " in the organization of corporations. 2
vj 3. Corporate Name. — Every corporation, like an individual,
must have a name under which its business must be carried on.
It has been said " that the name goes to the very being of the cre-
ation, the knot of the combination, without which corporations
could not do their corporate acts, without which it is unable to
implead and be impleaded, to take any action until it hath gotten
a name." 3 The word " company," which is usually a part of the
corporate name, does not necessarily imply a corporation. 4 In
Alabama, Colorado, Connecticut, Delaware, Kansas, Kentucky,
Missouri, North Carolina, and Virginia statutes exist which pro-
vide that the corporate name must end with some such word as
" association," " company," " corporation," " club," " society,"
"syndicate," or "limited." 5
In a number of the States corporations upon organization are for-
bidden to take the same name as that of an existing domestic cor-
poration, or one so similar as to be calculated to deceive or cause
confusion. 6 Some few of the States go still further and forbid the
use of the name of any foreign corporation by newly created do-
mestic corporations, provided the former has secured a permit to
do business in the State. The States here referred to are Connec-
ticut, Delaware, Kentucky, Massachusetts, New York, Utah, Vir-
ginia, and West Virginia. In the absence of such statute there is
ordinarily no restriction on the right to take the corporate name
of a foreign corporation. 7
The corporate name is the property of the corporation, and
equity will protect the corporation in any jurisdiction from the
1 Densmore Oil Co. v. Densmore, 64 4 Clarke v. Insurance Co., 7 Mo. App.
Pa. St. 43. 77.
2 S-ilamon v. Salamon Co. (House of 6 On use of word "limited " see Sparks
Lords Cases), 45 Weekly Rep. 193; 75 v. Company, 3 Idaho, 306 ; 29 Pac. 134.
Law Times Rep. 426. But see Louisville 6 See State v. McGrath, 75 Mo. 424.
Banking Co. v. Eisenman, 94 Ky. 83; 21 7 L. V. C. Co. v. Hamblen, 23 Fed.
S. W. 531, 1049; Tillyer v. Hero Jar Co., 225; G. I. R. G. M. Co v. G. R. Co.,
17 Phil. (Pa.) 153. 128 U. S. 598; 9 S. Ct. 166; People v.
3 Smith ;;. Plank Road, 30 Ala. 650 ; H. L. Sus. Co., Ill Mich. 405 ; 69 N. W.
Hazelton Boiler Co. v. Company, 137 111. 653.
231 ; 28 N. E. 248.
14
CHAP. I.] DRAFTING THE CHARTER. § 4
fraudulent use of another name so like it as to deceive the public
and rob it of its business. 1 The mere fact that the corporation
against whom a restraining order is asked for has secured a
charter in that particular State while the complaining corporation
has never been incorporated there or even procured a permit to do
business there, will not in most jurisdictions prevent the granting
of such relief. 2
Where statutes exist, such as have been referred to, forbidding
the use of similar corporate names, while the attitude of the Sec-
retarv of State in such cases with respect to the issuance of a cer-
tificate of incorporation is ministerial, yet he has reasonable
discretion in the matter and cannot be mandamused whgn exercis-
ing such discretion. 3 In protecting the use of a corporate name
the courts proceed on the theory that such name should be pro-
tected in equity on principles analogous to those which prevail
in the use of trademarks. 4
§ 4. Corporate Purposes. — By corporate purposes is meant the
specific declaration in the articles of incorporation of the nature
of the business which the corporation is authorized to carry on.
h statement is a matter which primarily concerns the stock-
holders, and to a less degree the State under whose authority the
corporation is created.
in the granting of corporate privileges it is important to specify
the purposes and objects because the courts should have some
guide in keeping them within the powers granted and conveyed.
Unless they be specified with particularity in the petition or in the
granting thereof, they might do as they pleased and the law be
powerless to restrain them. 5 The purposes enumerated in the
articles of association, read in connection with the general laws
under which the charter is procured, is the measure of the powers
of the corporation.
1 Ind. Mm. Dep. Co. v Central Mat. Higgins Soap Co., in X. Y. 462; w
Dep. Co., 23 Ky. L. K 2247; 66 8. W. N. E. 490; American Clay Mfg. Co. v.
[032. American Clay Mfg. Co 198 Pa. St. 189 ;
- [nd. Mat. Dep Co v. Central Mut. 4; Ail 936; rlazleton Boiler Company v.
De; •- I, l: 2247; 66 8. W. Hazleton T. Boiler Co., 142 111. 494 ; 30
[032 ; P. T. 8. I> 1 Co P T Co., 123 V 1.
Fed. " In "' John H. Dereaoz el al., 54 Ga,
3 gtal McGrath,92 Mo, 858. 678.
4 p. t. 8. I). I. Co. v, P T. Co., 123 8 0. B, & M. K Co. v. Union Steam
Fed. 534; Grand Lodge v. Graham, 96 boal Co., 107 tJ. 8. 98; 27 L E.413; Salt
1 .!, 592; 65 N. W - 17 Hi inaw, 18 Wall. (U. 8.) 378.
15
§ I [NCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
It must be remembered that articles of association under general
acts are the productions of private citizens gotten up in the interest
of the parties who propose to become incorporated, and who are
stimulated by their zeal for personal advantage rather than for the
general good. They are, so far as permitted in accordance with
the law, substitutes for legislative action in the place of the will
of the people of the State as formerly expressed by acts of the
legislature. While it was true at one time that all grants from
the State to corporations were strictly construed, this principle has
been subject to considerable modification of late years. This is
owing to the passage of general incorporation acts which were un-
doubtedly framed and passed with the intent to liberalize the law
in respect to such grants. 1
" It is fundamental that a corporation can be created and exist
only by statutory authority, and if a corporation organizes under
a general act and inserts in its articles of incorporation regula-
tions and provisions additional to those required by the creative
statute, such additional regulations and privileges are voidable at
the will of the State, nor is the corporation permitted to place any
restrictions on the manner of exercising its corporate duties other
than the statute provides. If the corporation claims the right to
exist for a certain purpose, it must show that it was organized
under a statute authorizing the creation of a corporation for that
particular purpose." 2
The statutes of the various States differ of course with respect
to the character of the purposes for which corporations may be
formed. Some of them permit incorporation for any lawful busi-
ness, without any limitations whatsoever. The phrase "other
lawful business," found in so many of the statutes, is, according to
the weight of authority, held not to be subject to the noscitur a
sociis rule, and is used as a " catch-all " for the purpose of includ-
ing any kind of business for pecuniary profit not otherwise pro-
vided for. 3 In setting out the purposes, this must be done with
reasonable certainty and definiteness. For example, an appli-
cation for a charter was refused in Pennsylvania, where it was
stated that, in addition to certain enumerated objects, the
1 Finnegan v. Noerenberg, 52 Minn. 3 Brown v. Corbin, 40 Minn. 508 ; 42
239; 53 N. W. 1150. N. W. 481 ; Green v. Breard, 35 La. An.
2 Indiana Bond Co. v. Ogle et ah, 22 875; Dittman v. Company (N. J.), 54 Atl.
Ind. Ap. 593 ; 54 N. E. 407. 570.
16
CHAP. I.] DRAFTING THE CHARTER. § 4
corporation was organized for " such other purposes as might be
agreed upon in the future." 1
In many of the States express mention is made of the various
specific purposes for which corporations may be created. As a
general rule the incorporators are required to set out in their
articles of association the specific purpose or purposes for whicb
the proposed corporation is to be organized. 2
Turning now to the various States, we find the following statu-
tory provisions relative to the purposes for which business cor-
porations may be created. In Alabama for any general business
or lawful enterprise. In Arizona for the transaction of any law-
ful business. In Arkansas for the transaction of any lawful
business. In Colorado for any lawful purpose. In California for
any purpose for which individuals may associate themselves. In
Connecticut for the transaction of any lawful business. In Dela-
ware for the transaction of any lawful business or to promote or
conduct any legitimate object or objects. In the District of Co-
lumbia any enterprise or business which may be lawfully con-
ducted by an individual, except banking, real estate, and railroads.
In Florida for the transaction of any lawful business. In Georgia
for any purpose intended for pecuniary profit. In Idaho for any
purpose for which individuals may lawfully associate themselves.
In Illinois for any lawful purpose. In Indiana for the transac-
tion of any kind of mining, mercantile, chemical, and manufactur-
ing business ; also grain elevator, union stock yards, and transit
companies. In Iowa for the transaction of any lawful business.
In Kansas for the transaction of any kind of manufacturing,
mining, chemical, and mercantile business. In Kentucky for
the transaction of any lawful business, or to promote or conduct
any legitimate object or purpose. In Louisiana for the transaction
of any lawful business, except stock jobbing. In Maine for the
transaction of any Lawful business. In Maryland for the trans-
action of any kind of mining, manufacturing, chemical, or mer-
cantile business; also for shipbuilding and industrial purposes,
and for the transportation of the products of any manufacturing or
mining corporation. In Massachusetts for any lawful purpose
except to buy or sell real estate or to sell or manufacture intoxi-
cating liquors. In Michigan for the transaction of any lawful
1 In re Journalists' Fund, s Phil 212. ' Bee Hughe* v. Company, U Md. 316.
2 17
§ 4 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
business, bui only a manufacturing and a mercantile- business can
be carried on by the same corporation. In Minnesota for the
transaction of any lawful business. In Mississippi for any lawful
purpose. In Missouri for any purpose intended for profit or
gain. In Montana for the transaction of any kind of manufact-
uring, mining, chemical, or mercantile business, or for any lawful
commercial or industrial business, or for carrying on any branch
of business designed to aid in or protect the interests of the
company. In Nebraska for the transaction of any lawful busi-
ness. In Nevada for any branch of trade or business, commerce,
foreign or domestic. In New Hampshire for the transaction of
any lawful business. In New Jersey for any lawful purpose or
purposes whatever. In New Mexico for mining and manufactur-
ing or other industrial purposes. In New York for any lawful
purpose or purposes. In North Carolina for engaging in any
lawful business. In North Dakota for any purpose for which in-
dividuals may lawfully associate themselves. In Ohio for any
purpose for which individuals may lawfully associate themselves,
except for carrying on a professional business. In Oklahoma for
mining, manufacturing or other industrial purposes. In Oregon
for the purpose of engaging in any lawful enterprise, business
pursuit, or occupation. In Pennsylvania for the transaction of
any lawful business, but not for more than one kind of business.
In Rhode Island to carry on any ordinary business. In South
Carolina for any purpose or purposes whatsoever or two or more
combined. In South Dakota for the transaction of any lawful
business. In Tennessee for the trade of the merchants, and for
mining, boring, manufacturing, and other specified purposes. In
Texas for manufacturing or mining and the purchase of goods,
wares, and merchandise ; also for buying and selling agricultural
products and for other specified purposes. In Utah for any pur-
pose for which individuals may lawfully associate themselves.
In Vermont for carrying on any object or business not repugnant
to public policy or the laws of the State. In Virginia for any pur-
pose which may be lawfully conducted by individuals or by a body
politic and corporate. In Washington for any trade or business.
In West Virginia for any purpose or business useful to the public
for which a firm or copartnership may be lawfully formed. In
Wisconsin for any lawful business or purpose whatever. In
Wyoming for the transaction of any kind of manufacturing,
18
CHAP. I.] DRAFTING THE CHARTER. § <3
mining, mercantile, and chemical business or any business designed
to aid in the industrial or productive interests of the company.
The foregoing enumeration of purposes for which corporations
may be created in the various Commonwealths named above,
should be qualified by the statement that in most of them special
acts are provided for certain classes of corporations, such as
banks, trust companies, insurance companies, etc., under which
corporations of that character must be incorporated. Among the
few States in which corporations may be created for any lawful
purpose whatever including the excepted classes above referred
to are Alabama, Virginia, and West Virginia.
Finally, attention is called to the fact that in some few of
the Commonwealths the statutes require that the certificate set
forth the particular trade to be carried on. Such a provision is
in legal effect equivalent to requiring that the purpose or object
of the proposed corporation be set forth.
§ 5. Number of Corporate Purposes Permitted. — Difficulty fre-
quently arises in determining whether under the provisions of
some particular business corporation act parties may incorporate
for the transaction of more than one line of business. In some
of the States, notably, Alabama, Connecticut, Delaware, Maine,
Massachusetts, Nevada, New Jersey, New York, North Carolina,
Virginia, and West Virginia, the acts are so framed as to clearly
authorize incorporation of companies for any number of purposes
not covered by special acts. In all the remaining States, with the
exception of District of Columbia, Indiana, Kansas, Louisiana,
Michigan, Missouri, Ohio, Pennsylvania, Tennessee, Texas, and
Wyoming, the matter is greatly simplified by State officials con-
struing the statutes of their respective States to permit the incor-
poration of companies for the transaction of any number of lines
of business not regulated by special statutes.
In Georgia, Indiana. Maryland, Michigan, Pennsylvania, Tenn-
essee, and Texas the different lines of business are divided into
classes. Generally speaking, parties are not permitted to incor-
porate for lines of business included in more than one of these
classes. 1 In Wyoming the law requires the certificate of incor-
poration to have I. Mt one general object In Ohio only one
purpose; maybe inserted. Iu Kansas and Missouri the number of
purposes is only limited by the provision of law that the name of
1 The rule is otherwise in Indiana and Maryland.
19
£ 5 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
tin.' corporation shall indicate the nature of the business to be
carried on by it.
Some suggestions along the line of determining the question as
to the number of purposes which may be inserted in articles of
incorporation in any particular States may be here presented,
Where the statute permits corporations to be formed for several
purposes named in the alternative, separated by the disjunctive
conjunction " or," it is held that a corporation cannot be organized
thereunder for more than one of such purposes, and that articles
of incorporation which include more than one of them are void,
and that incorporation under them will be refused. 1
Again, it would appear that where incorporation for only one
purpose is permitted, incorporators must make a choice of such
purpose themselves in the first instance, for the courts have quite
generally refused to make it for them.' 2
On this general subject the Supreme Court of Texas in a recent
case spoke as follows : " A charter must set forth the purpose for
which it is formed. This for the reason that if it had been in-
tended that a corporation might be created for two or more of the
purposes specified in the statute, it would have been proper to
have stated ' purpose or purposes for which it is formed.' The
use of the word ' purpose ' in the singular number tends to show
that it was the intention of the legislature to authorize the
creation of a corporation for only one purpose. It may be true
that the use of the singular number may not be the conclusion of
the question, and that if there were other purposes in the act
which either by express declaration or clear implication indicate
that it was intended to authorize incorporation for two or more of
the designated purposes, whether in the same subdivision or not,
we should so hold. 3
Finally, it may be said that unless the statute expressly or
impliedly permits the insertion of more than one purpose in the
articles, the insertion of two or more purposes therein will clearly
justify State officials in refusing to allow the filing of the same. 4
1 State v. Beck, 81 Ind. 500; In re 8 Ramsey v. Tod, 95 Texas, 614; 0!)
John II. Deveaux et «/., 54 Ga. 673. S. W. 133.
- Williams v. Company, 25 Ind. Ap. 4 I ml. Bond Co. v. Ogle, 22 Ind. A]..
351 ; 57 X. E. 581 : Bayou Cook Nav. & 593; 54 N. E. 407; Woodberry v. Mc-
Fisheries Co. v. Doul'lut (La.), 35 So. Clurg, 78 Miss. 831; 29 So. 514; Kins-
>r. Ry. & Nav. Co. v. Company, 130 ton, etc. Co. v. Stroud, 132 N. C. 413;
I - I; 9 S. Ct. 509: State v. Company, 43 S. E. 9.
fc8 Wis 512; CO N. W. 71)0.
20
CHAP. I.] DRAFTING THE CHARTER. § 6
§ 6. Collateral Attack upon Corporate Purposes and Powers. —
The term " collateral attack," as used in corporation law, has
reference to the attempt of parties other than the State (in direct
proceedings) to question the validity of a corporation's existence
and purposes or its right to exercise corporate powers. The law
reports are full of conflicting decisions relating to the general
subject of collateral attack upon corporate existence, purposes,
and powers. The seemingly hopeless confusion which exists
among the courts on this subject is largely due to a failure on
their part to recognize that the matter has, by a gradual process
of statutory and judicial legislation, become at the present time
an academic one. It is proposed at this point to discuss at
length not only the question of the right to collaterally attack
the legality of corporate purposes as set forth in articles of incor-
poration, but as well to consider in this same connection the right
to collaterally attack the validity of corporate existence and the
right to exercise corporate powers. This for the reason that all
these questions are so closely related to each other as to properly
permit of discussion at one and the same time.
At the outset, a word should be said as to the policy that would
seem to dictate the establishment of statutory and judicial rules,
forbidding the impeachment by indirect methods of a corpora-
tion's right to exist. In the first place, such attacks are rarely
made except in an attempt to defeat the ends of justice, by
setting up defences to actions brought against debtors by cor-
porations, in which the parties interposing the same have generally
no direct interest whatever. If the State legislatures had not by
legislation, and the courts by an extended application of the doc-
trine of estoppel, forbidden such collateral inquiry into these
matters, it would have been impossible in a great number of cases
for litigants to enforce their just rights in courts of law. If such
a right were admitted in one case, it must be in all. Corpora-
tions mighl thus be called upon years after their creation to es-
tablish the validity of corporate existence, purposes, and powers,
which public policy should hold to be valid as against all parties
except the State. 1
Elaving already observed thai the question of the right to col-
laterally attack corporate existence, purposes, and powers has
become largely an academic one, it will now be proper to sub-
« Dnggao '•. Company, n CoL 113; 17 Pac. 105.
21
§ 6 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
stantiate this statement. That the discussion of this question
may proceed along logical lines, attention is first called to the
alleged right to collaterally attack the validity of corporate
existence.
In twenty-six of the States and Territories collateral inquiry
into the legality of corporate existence is expressly forbidden by
statute, the right to impeach such existence being expressly re-
served to the State alone by means of direct proceedings brought
for that purpose. 1 Thus, in California it is provided that where
a corporation claims in good faith to be a corporation and doing
business as such, its right to exercise corporate powers shall not
be inquired into collaterally in any private suit to which such
de facto corporation may be a party.
In Delaware the law provides " that no corporation shall be
permitted to set up or rely upon the want of legal organization as
a defence in any action against it, nor shall any person transact-
ing business with such corporation, or sued for injury to its prop-
erty be permitted to rely upon such want of legal organization as
a defence." In Georgia the law provides that the existence of a
corporation claiming a charter, under the color of law, cannot be
collaterally attacked, and that all who dealt with the corporation
as such are estopped from denying its corporate existence. In
Iowa, Kentucky, and Nebraska statutes exist essentially the same
as that in force in Delaware as cited above. In Nebraska the law
provides that evidence that the corporation is doing business
under a certain name shall he prima facie proof of its due incor-
poration or existence pursuant to law.
In Montana collateral inquiry into corporate existence is ex-
pressly forbidden, until the fact that there was in fact no such cor-
poration has been adjudged in a direct proceeding brought for
that purpose. In South Carolina, it is provided that no irregu-
larity shall be held to vitiate the corporation until a direct pro-
ceeding to set aside or annul the charter be commenced by the
proper authorities of the State, and all acts and contracts entered
into shall have the same force and effect as if no irregularity existed.
In South Dakota, North Dakota, and Oklahoma the law pro\ ides
that the due incorporation of any company claiming in good faith
to be a corporation and doing business as such, its right to exer-
1 See Part III. Table 3, page 573 ; see M. W. R. Co. v. Supervisors, 64 Cal. 69 ;
also Boyce v. Church, 46 Md. 359 ; W. & 28 Pac. 496.
22
CHAP. I.] DRAFTING THE CHARTER. § 6
cise corporate powers shall not be inquired into collaterally. In
Tennessee the law provides that the validity of corporate existence
shall not be collaterally questioned. Persons acting as a corpora-
tion, the law says, will be presumed to be legally incorporated un-
til the contrary is shown, and no such franchise shall be declared
annulled or forfeited except in a regular proceeding brought for
that purpose. In Texas no person who shall have assumed an
obligation to an ostensible corporation as such shall resist the
enforcement of such obligation on the ground that there was no
such corporation until that fact has been adjudged in a direct
proceeding for that purpose.
In Arizona persons acting as a corporation under the provisions
of the incorporation act in force in that Territory are by law pre-
sumed to be legally organized until the contrary is shown, and no
franchise can be declared to be annulled or forfeited except in reg-
ular proceedings brought for that purpose. The law also provides
that no persons acting as a corporation under such act shall be per-
mitted to set up or rely upon the want of legal organization as a
defence to any action brought against them as a corporation, nor
shall any person who shall be sued under a contract made with
such corporation sue for an injury done to its property or for a
wrong done to its interest be permitted to rely upon such want of
legal organization in his defence.
Finally, in Mississippi it is provided that it shall not be a defence
in any action against a corporation that there was a defect or in-
formality in its organization.
Again in twenty-nine of the States authority is given to State
officials to issue certificates of due incorporation. 1 Of this number
fourteen are not included in the list of States forbidding collateral
attacks upon corporate existence. In such States it is safe to say
that the issue of such a certificate is in itself a final adjudication
against all parties except the State that a corporation has a legal
existence to the extent that it cannot be collaterally attacked by
third parties. Particularly where it is organized by the voluntary
action of the requisite Dumber of incorporators with the approval
and consent of an officer of the State possessing authority in the
premises, under an enabling statute permitting corporations of
that particular description to be organized thereunder. 3
1 See Part III. Table 3, page 578. O'Brien v. Cnmmfnga, 13 Mo. Ap
107 ; Boyce V. Church, 40 M<1. 359.
23
£ 6 [NCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
The theory upon which the rule here stated is based seems to be
that State officials in issuing a certificate of due incorporation act
under a general statute passed by the legislature, and under the
terms thereof become agents as it were thereof for that purpose.
It therefore follows that the act of such State officials in certify-
ing as to due incorporation, is in effect the act of the legislature
which has the supreme power of creating corporations. So it
may be safely said that, according to the best current of authority,
where the statute gives the State official authority to issue a cer-
tificate of due incorporation, such certificate is evidence thereof
against all the world except the State. 1
Again it should be noted that in many of the States the statute
itself gives certain probative force to the charter so issued, by provid-
ing that the certificate of incorporation, or a certified copy thereof,
shall be evidence to a certain designated extent and for certain
purposes. Thus in Connecticut, Kansas, Minnesota, North Dakota,
and Ohio statutes exist providing that a certified copy of the cer-
tificate of incorporation shall be prima facie evidence of the legal
existence of the corporation. In Colorado, Oklahoma, Oregon,
Texas v West Virginia, and Wyoming statutes provide that such cer-
tificate shall be evidence of the existence of the company. In Cal-
ifornia, Colorado, Idaho, Illinois, Louisiana, Montana, Nevada,
North Dakota, South Dakota, Oklahoma, Utah, Washington, and
Wyoming such a certificate is prima facie evidence of the facts
therein stated. In New York the certificate of incorporation of any
corporation when duly filed is presumptive evidence of its incor-
poration. In Arkansas a certified copy of the articles is made
prima facie evidence of the due formation and of the existence
and capacity of the corporation. In Colorado it is made evidence
1 Petty v. Hayden, 115 Iowa, 212; 88 Jones v. Dana, 24 Barb. 395; Taylor v.
X. W. 339 ; Cochran v. Arnold, 58 Pa. St. Company, 91 Me. 193 ; 39 Atl. 560 ; Finch
399 ; Litchfield Bank v. Church, 29 Conn. v. Oilman, 105 Mo. 255 ; Saunders v.
137; Napier v. Poe, 12 Ga. 170; Caro- Farmer, 62 N. H. 572 ; Union Water Co. v.
lina Iron Co. v. Abernathey, 94 N. C. 545; Kean, 52 X. J. Eq. Ill ; 27 Atl. 1015;
Galli, 94 U. S. 673; 24 L. E. 168, U. S. Vinegar Co. v. Schlegel, 143 N. Y.
307; Lake Sup. Nav. Co. v. Morrison, 22 537; 38 N. E. 729; W. & P. Ry. Co.
I' C. C. P. 217; Birds Case, 1 Simon v. Company, 114 N. C. 690; 19 S. E.
17; 10 Bug. Ch.47; In re Barneds 646; Carroll v. Bank, 19 Wash. 639; 54
Bakery Co., L. R. 2 Ch. 674; O'Brien v. Pac. 32; Vermont, etc. By. Co. v. Com-
Cammings, 13 Mo. Ap. 197; N. P. C.I. pany, 34 Vt. 2; Grul>b v. Company, 14
Co. v. ■ 16 Utah, 246; 52 Pac. Pa. St. 305; W. P. R. Co. v. Young, 12
168; Hi. :,te, 105 Ind. 569; 5 Md. 476.
N. E. 702; State v. Carr, 5 N. H. 367;
24
CHAP. I.] DRAFTING THE CHARTER. § 6
of the existence of the corporation. In Connecticut it is evidence
of the legal existence of the corporation, and it is there provided
that it shall serve all the purposes of a charter for the corporation.
In Delaware it is made evidence in any court of law or equity.
In Georgia a certified copy of the petition for incorporation and
order granting the same is made evidence of such incorporation
in any court. In Kentucky the law provides that it may be used
as evidence in any action for or against the corporation. In
Maryland it may be used as evidence in all legal proceedings. In
Michigan it is prima facie evidence of the due formation, exist-
ence, and capacity of such corporation. In Minnesota it is pro-
vided that it shall be evidence in all courts of such incorporation.
In New Jersey it is evidence in all courts and places. In North
Carolina it is prima facie evidence of the organization and incor-
poration of the company purporting thereby to have been estab-
lished. In Pennsylvania it is evidence for all purposes. In Rhode
Island a certificate must be received in evidence before any court,
tribunal, or authority. In Tennessee it is competent evidence in
any proceeding. In West Virginia it shall be received as evidence
of the existence of the corporation. In Wyoming it is provided
that it shall be evidence of the existence of the company.
Again, in Massachusetts and Indiana the law provides that the
certificate of record shall be conclusive evidence of the existence of
such corporation. In Wisconsin it must be received as conclusive
evidence of the existence of the corporation or of the organization
thereof in all cases where such facts are collaterally involved.
Again, in Alabama the certificate of the probate judge states
specifically that the incorporators are duly organized as a corpora-
tion for the purposes expressed in the declaration, having the
power, capacity, and authority conferred bylaw. In Florida the
law provides that " letters patent" shall be conclusive evidence of
the existence of the corporation in all actions where the question
of the existence is only collaterally involved, and prima facie evi-
dence in all other actions and proceedings. In [ndiana the order
of the court declaring the existence of a corporation entered kl ex
parte" is conclusive as t<» the fact of such existence. In Missis-
sippi the law provides that the powers specified in the charter
shall by the approval <>(' the Governor lie vested in such corpora-
tion, and it shall go into operation at the time and on the terms
and conditions specified.
25
§ 6 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
Again, certain statutes exist providing that after certain pre-
liminary Bteps have been taken as prescribed by statute such
incorporators and their successors and assigns shall thereupon
become a body politic and corporate for certain specified purposes.
These statutes really provide that upon the observance of certain
specified preliminary conditions relative to the making and execu-
tion of articles of incorporation, the incorporators, their suc-
cessors and assigns, shall be a body politic and corporate under the
name and for the purposes stated in the articles. The foregoing is
t lu- statutory provision as it exists to-day in substance in South Da-
kota. North Dakota, and Oklahoma. In Virginia the law provides
that they shall be a body politic and corporate by the name set
forth in the said certificate and upon the terms and powers set forth
therein, so far as not in conflict with law. In Pennsylvania the
law provides that they shall become a corporation upon the pur-
poses and terms named in the charter. In Maryland they are
declared to thereby become a body politic and corporate according
to the objects, purposes, articles, conditions, and provisions in said
instrument contained. In Maine they are declared to be a corpo-
ration, with all the rights and powers and subject to all the duties,
obligations, and liabilities provided by law.
In Connecticut a copy of the certificate of organization is prima
facie evidence that the corporation has been duly organized and
is duly authorized to exercise all its corporate powers. In Maine
the certificate of the Secretary of State that the corporation has
been duly organized is evidence of the corporate existence of the
corporation. In South Carolina a certificate is issued by the Sec-
retary of State that the corporation is fully authorized to com-
mence business under its charter for the purposes indicated in
the written declaration of the incorporators.
It is not claimed that the statutory provisions here referred to
operate so as to preclude entirely collateral attack upon corpo-
rate existence, purposes, and powers. The most that is claimed
for them where they do not make certain instruments conclusive
evidence of corporate existence, purposes, and powers, is that they
shift the burden of proof and render the likelihood of collateral
attack more remote. 1
1 As to meaning of conclusive evidence, of prima facie evidence, see Holmes v. Gil-
see American Order, etc. v. Merritt, 151 liland, 41 Barb. (N. Y.) 569; Knapp, etc.
Mass. 558; 24 N. E. 918. As to meaning Co. v. Strand, 4 Wash. 686; 30 Pac. 1063;
26
CHAP. I.] DRAFTING THE CHARTER. § 6
It has now been fairly demonstrated, it is hoped, that in the
majority of the Commonwealths collateral inquiry into corporate
existence is either prohibited by statute or else is forbidden by
implication, by reason of the issuance of certificates of due in-
corporation, under proper legislative authority, by State officials.
In the few remaining States and Territories the courts have either
by a process of judicial legislation or by an extended application
of the principle of estoppel, practically made it impossible to
successfully attack in collateral proceedings the due existence
of a corporation. This on grounds of enlightened public policy. 1
The judicial legislation above referred to covers the cases where
it is impossible to apply principles of estoppel either on account
of the absence of any conduct on the part of parties litigant show-
ing their recognition of the corporation's existence, or else is
inapplicable by reason of such parties having never in any way
dealt with the corporation or recognized its corporate existence. 2
Having now considered at some length the question as to the
right to collaterally attack the validity of corporate existence,
there naturally follows an inquiry as to the right to attack the
validity of corporate purposes and powers when the same are in-
serted in the articles of incorporation. It would seem to follow,
as a logical sequence, that if the rule be once established forbid-
ding collateral attack upon corporate existence, this same rule
should operate as well to prevent collateral attack upon corporate
purposes and powers. This for the reason that if a corporation
exists at all it must necessarily exist with such purposes and
powers as are inserted in the articles of incorporation which
called the corporation into being.
As has already been observed, a large number of the States have
enacted statutes forbidding collateral attack upon corporate exist-
ence. For the reasons already stated, it would appear that these
statutes would be equally efficacious for the purpose of prohibiting
collateral attack upon corporate purposes and powers.
Eastern Plank Road Co. v. Vanghan, 14 863; Saunders v. Farmer, 02 N. II. 572;
N. Y. 546; Hates v. Wilson, 1 1 Col i L0; Backeuaack Water Co. v. DeKay, 36 N. J.
24 Pac. 99 ; Wood < Company, 56 Conn. Eq 648; I'. 8. Vinegar Co. u, Schlegel,
*7 ; 13 Atl. 137; Jewell v. Company, 101 143 N V. 537; 38 N. E, 729; W. & P.
111.57. Ry. Co. v. Company, 114 N. C. 690; 19
1 Sec Casey v. Galli, 94 V. S. 673; Dng S I 646 ; Reynold* v. Myers, 51 Vt. 444 ;
gan v. Company, LI Col, 118; 17 Pac. Carroll d Bank, 19 Wash. 689; 54 Pac. 32.
105 ; McClinch v. Btnrgis, 72 Me. 288; a See .Marion Savings Hank v. Dunkin,
Finch v. Ullman, 105 Mo, 255; 16 S. W. 54 Ala 471.
27
£ 7 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
\ j i in. as lias already been staled, a large number of the in-
corporation acta provide that the certificate of incorporation shall
be issued by certain designated State officials. Where such cer-
tificates are issued under express or even implied authority of the
State, the rule unquestionably is that the validity of corporate
purposes and powers not per se illegal, inserted in the articles of
incorporation, cannot be attacked except by the State in a direct
proceeding brought for that purpose. 1
If, however, the charter is issued without the express or im-
plied approval of the State officials, — their duty being merely to
certify to the fact and to mark them when filed as public documents
in their respective offices, — then the insertion of purposes not
authorized by the statute, yet not unlawful per se, would probably
not render the charter valid for all purposes even when filed. 2
To sum up briefly the propositions herein presented, it may be
said that collateral inquiry into the legality of a corporation's ex-
istence, purposes, and powers is forbidden in this country, (1) by
statutes expressly forbidding such collateral attack ; (2) by
reason of authority vested in state officials to issue certificates of
due incorporation which for the reasons already stated are not
open to collateral attack ; (3) by reason of statutory provi-
sions giving to certified copies of articles of incorporation certain
probative effect; (4) by an extended application of the principle
of estoppel forbidding such collateral attacks ; (5) by a process
of judicial legislation denying on grounds of public policy the right
of parties other than the State to attack the legality of corporate
existence, purposes, and powers.
§ 7. Effect of Inserting Illegal Purposes. — There seems to be a
sound basis in law for permitting collateral attack upon purposes
that are illegal per se. This for the reason that a distinction
clearly exists between purposes which are merely unauthorized
1 State ex ret. Walker v. Talbot, 123 Mo. 399 ; Casey v. Galli, 94 U. S. 673 ; Fortier
69; 27 S. W. 366; Doty v. Patterson, 155 v. Bank, 112 U. S. 439; 5 S. Ct. 234;
Ind. 60; 56 N. E. 668; T. A. L. Co. v. Niemeyer v. L. It. J. Ry., 43 Ark. 111.
Massey (Tenn.), 56 S. W. 35; Allbright 2 Williams v. Company, 25 Ind. Ap.
ociation, 102 Pa. St. 411. See also 351; 57 N. E. 581 ; Kinston, etc. Co. v.
People v. Beach, 19 Hun, 259 ; N. Orleans, Stroud, 132 N. C. 413 ; 43 S. E. 913 ; Ram-
R. Co. v. Frank, 39 La. An. 707 ; sey v. Tod, 95 Tex. 614 ; 69 S. W. 133 ; Or.
2 So. 310; Holmes v. Gilliland, 41 Barb. Ry. & Nav. Co. v. Or. Ry. Co., 130 U. S.
N, V. 569; Eastern Plank Road Co. v. 1 ;" 9 S. Ct. 409; State v. Company, 88 Wis.
Vaughan, 14 N. Y. 546; C. & P. Co. v. 512; 60 N. W. 796; G. L. H. Ins. Co. v.
tary of State, 128 Mich. 621; 87 Kamper, 73 Ala. 325.
N. W. 901 ; Cochran v. Arnold, 58 Pa. St.
28
CHAP. I.] DRAFTING THE CHARTER. § 8
by the terms of the general incorporation act, and those purposes
which are forbidden by express statute, — civil or penal. In the
latter case it seems clear that even the approval by a State official
of such unlawful purposes as evidenced by the issuance by them
of certificates of due incorporation, do not forbid collateral attack
thereon in any suit whereby the corporation seeks to benefit by
the insertion of such unlawful purposes in its articles. 1
The rule might be still further extended so as to apply to pur-
poses which may be lawful in a general way, yet which may be
deemed unlawful on account of the limitations inserted in the
articles upon the means by which such purposes are to be carried
out. 2 The same principle would apply where the purposes are
clearly contrary to the public policy of the State. 3 But if pur-
poses are lawful on their face, they will, as against all but the
State, be presumed to be such. 4 Where some of the purposes are
merely unauthorized, while others are valid and proper, the
insertion of the unauthorized purposes will not vitiate the incorpo-
ration. 5 But where any of the purposes are illegal per se, the State
officials would be clearly justified in refusing to allow the articles
to be filed, though some of them are lawful. 6
§ 8. Corporate Powers, Classification of. — By " corporate
powers " is meant the right or authority of a corporation to act
along certain lines prescribed for it in the instrument whereby it
was created. The tendency of modern decisions is to assimilate
the powers of private corporations to those of individuals and
copartnerships." It is unnecessary to say that a corporation can-
not assume for itself powers of action, irrespective of statute, by
the mere declaration thereof in its articles of incorporation. 8
Neither can they be created by by-law. 9
The Supreme Court of the United States 10 has observed that
1 r. \. Bank <■. Company, 59 ohi<> St. * U. S. Vinegar Co. v. Foehrenbach,
316; 52 N. B. 834; In re DuQuesne 148 N. Y. 58; 42 N. E 103
College, 2 Pa Dist. Ct. Rep. 555; Mat- : ' Skick v. Company, 15 Did. Ap. 310;
terof Agndath Bakebiloth, 18 N.Y. Mi- ti N. E. i-
Rep. 717; 42 X. V. Shjk '.i-:.; State v. ' State v. Company, 88 Wis. 512; go
Company, 29 Neb. 700; 46 X. W. 155. X. W. 700.
- Or.Ry.&Nav. <'•>- v. Or. Ry. <'"., 7 Fink v. Company, 5 Ore. 801 .
130 U. S. l; 9 S. Ct. 109 People v. Green, 116 Mich. 505; 74
hentzen Bnnd v. Agitations Verein, X. W. 714.
4i Mich. 313; 6 X. W.675; McGrew v. '■' Andrews v Company, 87 Me. 256.
('. lv Ex , B5 Tenn. 572 ; » S. W. 3fi ; In '' Thomas '•• Company, mi r. s. 71.
rt Benefit Society, 10 Phil. 19; People v.
Company, 130 111. 26s; 22 X. B.
29
S 9 INCORPORATION 4.ND ORGANIZATION OP CORPORATIONS. [PART I.
u we take the general doctrine to be that the powers of corpora-
tions organized under general statutes are such and such only as
are conferred by statute. Conceding the rule applicable to all
statutes, that what is fairly implied is as much granted as what
is expressed, it remains that the charter of the corporation is
the measure of its powers, and that the enumeration of these
powers implies the exclusion of all others."
The foregoing is true only as to certain classes of powers which
are hereinafter referred to as " express powers." The rule is not
applicable either to what are known as " common law papers" or
to the " incidental powers " of corporations. Corporate powers
may properly be divided into three general classes, to wit:
(1) Common Law Powers; (2) Express Powers; (3) Incidental
Powers. Generally speaking, there is no existing rule or prin-
ciple by which corporations created for a certain specific object
or to carry on a particular trade or business are to be held to be
prohibited from all other dealings or transactions not coming
within the exact scope of those designated. Undoubtedly the main
business of a corporation is to be confined to that class of opera-
tions which properly appertains to the general purposes for which
this charter was granted. But it may also enter into contracts
and engage in transactions which are incidental or auxiliary to the
main business, or which may become necessary or profitable in
the care and management of the property which it is authorized
to hold. The same is true as to certain powers which are held
to exist at common law even in the absence of any specific refer-
ence to such powers in the articles of incorporation.
§ 9. Common Law Powers, Definition of ; Enumeration of. —
Common law powers are those which the law bestows upon cor-
porations irrespective of statute or charter provisions, as being
necessary for the carrying out of the purposes for which it was
created. 1 The common law gives to corporations the powers
belonging to corporations of their class, unless there is some-
thing iu the nature of the corporation or in the terms of its
charter, or in the act under which it was incorporated inconsis-
tent with the exercise of the powers, or there is some general
statute restricting the same. 2
1 Falconer v. Campbell, 8 Fed. Cases, 593; Knowlesi>.Beatty,l McLean, 41 ; Leg-
4620; 2 McLean, 195 ; C. O. N. G. & F. gett v. N. J. M., etc. Co., 1 N. J. Eq. 541.
iO Ohio, 96 ; 53 N. E. 711 ; 2 Smith v. Company, 27 N. H. 86;
State v. Company, 144 Mo. 562 ; 46 S. W. Sutton's Hospital Cases, 5 Coke's Rep. 253.
30
CHAP. I.J DRAFTING THE CHARTER. § 11
The common law powers here referred to may be enumerated
as follows : (1) the right to the use of a corporate name ;
(2) the right to perpetual succession; (3) the right to acquire,
hold, and dispose of corporate property ; (4) the right to appoint
corporate officers and agents ; (5) the right to establish by-laws
for the government of the corporation, its officers and members ;
(6) the right to sue and be sued.
An examination of the various corporate acts in force in the
several States and Territories will serve to show that without
exception they contain an enumeration more or less full of the
common law powers above referred to. In Indiana the statute
refers to them as common law powers, and proceeds to enumerate
them. 1
§ 10. Right to a Corporate Name. — The right to the use of a
corporate name is a power well recognized both at common law
and by statute. Corporations have a property right to the use of
such name in the transaction of their business which the courts
will always protect. 2 They are recognized in law only by their
corporate name. 3
The name is said "to be the very being of their constitution ;
the knot of their combination ; without which they could not do
their rorporate acts ; for it is unable to implead and be impleaded,
to take any action until it hath gotten a name." 4
The action of State officials in granting the use of a name, it
may be observed, is not conclusive, for courts of equity will never-
theless protect corporations in the use of their name. 5 State
officials have, however, the power to protect the use of corpo-
ral e names when applications are made for charters, even when
tin- proposed name is not exactly similar to that of existing
corporations.''
The right to have a corporate name is in itself a common law
power ; but it is one which is not alienable."
§11. Right of Perpetual Succession. — The " right of perpetual
succession" under a designated corporate name is one of the
common law powers of a corporation. The words "perpetual
i [nd. Session Laws, 1901, ch. 127, §28. *'• State ex rel. v. McGrath, 92 Mo :j:>."> ;
a L. I) Co v. Massachusetts, 10 WTall. - r > s. W. 29,
(U. 8.) 566; Bee also ante, § 8. "■ r Company, 10 Kan. 96 ■ 19
8 Curtiss v. Murry, 26 Cal Pac.849; Detroit Citizens' 8treet Ry. Co.
4 Smith u. Company, 30 Ala. 650. v. Common Council, 125 Mich. i>7:{; sb
6 Grand Lodge, etc. v. Graham, % N. W. 96.
la. 592 ; 65 N. W. 837.
31
g L8 INCORPORATIO»N AND ORGANIZATION OF CORPORATIONS. [PART I.
succession " do not refer to the duration of the life of the corpora-
tion, where this is specifically limited either by statute or by the
articles of incorporation, but merely operates to grant the continu-
ation of corporate life during the period so prescribed. 1 Perpetual
succession ordinarily merely conveys the right of continued un-
broken succession for the period of time limited for the corporate
existence. 2
£ \'2. Right to adopt and use a Corporate Seal. — It is an in-
separable incident to every corporation that it may have a common
seal, and make, alter, and renew the same at pleasure. 3 The doc-
trine of the common law requiring the use of a corporate seal in
the execution of corporate contracts is practically obsolete, and
the seal is now required, in the absence of express statute, only
when it would be required of a natural person under similar
e ire n instances. 4 Ordinarily the exercise of this power is dele-
gated by the stockholders to the directors by means of an
appropriate by-law. 5
§ 13. Power to acquire, hold, and dispose of Real and Personal
Property. — No doctrine of the common law is more clearly and
undeniably established than that which concedes to corporations
an inherent right to acquire and hold title to real and personal
property, except so far only as they may be restricted by the
objects of their creation or the limitations of their charter. The
power to acquire such property, when not restricted by statute, is
only limited by the rule that it must be such as is reasonably
necessary or convenient to enable it to accomplish the purposes
for which it was created. 7
Formerly the amount of real property which a corporation
might purchase and hold was very generally limited by statute in
most of the Commonwealths. The existence of such statutes may
be traced to the policy of the common law and to the existence in
England of statutes known as statutes of mortmain, which pro-
hibited corporations from taking and holding real estate without
licenses from the king or Parliament. 8 However, in most of the
1 State v. Payne, 1 29 Mo. 468 ; 31 S. W. 4 Green Co. v. Blodgett, 55 111. Ap. 556.
797. 5 Woodman v. Company, 50 Me. 549.
.Ion v. Crawshaw, 5 Mo. Ap. 6 Lathrop v. Bank, 8 Daua (Ky.), 114;
■, however, Fairchild v. Association, Thompson v. Waters, 25 Mich. 214.
71 Mo. 526. 1 Brown v. Hogg, 14 111. 219 ; Richard-
3 Ransom v. Bank, 13 N. J. Eq. 212; son v. Association, 131 Mass. 174.
Thomas v. Dakin, 22 Wend. 9. 8 Leazure v. Hillegas, 7 Ser. & R. (Pa.)
32
CHAP. I.] DRAFTING THE CHARTER. § 15
States such restrictions have been done away with, and corpora-
tions may now hold such property, both real and personal, as the
attainment of their corporate purposes may require. In any
event, the general power of a corporation to hold real estate is
primarily a question betwen the corporation and the State, and
cannot ordinarily be raised by third parties. 1 Where such statutes
exist the corporation has of course no power to exceed the statu-
tory limit as against the State. 2
The general rule is that corporations, unless forbidden by stat-
ute, have implied power to take property by devise. 3 The same
rule applies with respect to the power of taking and holding
property in trust, provided in so doing it acts within its corporate
powers. 4 The power of a corporation to sell and convey is aa
broad as the power to purchase and hold, and is granted on the
same terms. 5
| 14. Power to appoint Corporate Officers and Agents. — At
common law corporations have the inherent power, irrespective
of statute or charter provision, to elect directors and executive
officers and to appoint such agents as the business of the corpora-
tion require. 6
§ 15. Power to establish By-laws. — Every corporation has the
implied power to enact such by-laws as may be necessary for the
proper government of the corporation, its officers, and stock-
holders. 7
Sometimes the statutes prescribe the nature of the by-laws to be
adopted and authorize penalties for violation thereof. 8
.313; White v. Howard, 38 Conn. 342; i Vidal v. Girards Executors. 2 How.
Page o. Heineberg, 40 Vt. 81 ; Rivanna (U. S.) 127; Morris ?\ May, 16 Ohio, 469;
Nav. Co. v. Dawsons, 3 Grat. (Va.) 19; F. L. T. Co. v. II. F. N." Co., ti N. Y.
Moore ». Moore, 4 Dana (Ky.), 354 ; Mai- fiH); White v. Rice, 112 Mich. 403; 70
lett v. Simpson, 94 N. C. 37; Trustees v. N. W. 1024; Greene v. Dennis, Conn.
Manning, 72 Md. 116; 19 Atl. 599; First 304.
M.E. Church v. Dixon, 178 111. 260; 52 •■ Miners' Ditch Co. v. Zellerbach, 37
N. E. 887. Cal ,543; People v. College, 38 Cal. 166.
1 C. 15. & Q. R. R. Co. v. Lewis, 53 '• Kearney v, Andrews, 10 N. J. Eq. 70;
la. 101 ; l N W. 842. A. R. R. Co. <• Kidd, 29 Ala 221.
- Market St. \{y. Co. v. Hellman, 109 ' Wells v. Black, 117 Cal. 157; 18 Pac.
Cal. 571; 12 Pac, 225; Tn n McGraw'a 1090; People v. Society, 24 Barb. N. Y.
Estate, Hi N. V. 66; Andrews v. An 570; Martin v. Association, 2 Coldw.
drews, 110 111. 223; Graves v. Niles, i (Tenn.) 118 ; Mechanics' Bank v. Smith, 19
Walker (Mich.), 832. Johns (N. T.) 115 j Steger v. Davis, 8
'■'■ White >-. Howard, 88 Conn, 842; Tex. Civ. App. 23 ; 27 8. W. 1068.
Ravanna Nav. Co. v. Dawsons, 8 Grat. 8 Cahill v. Company, 2 Dong. (Mich.)
(Va ) 19. 128; Mobile v. Yuille, .3 Ala. 137.
3 33
S IT INCORPORATION \M> ORGANIZATION OF CORPORATIONS. [PART T.
§ 16. Power to sue and be sued. — It has been the rule of the
courts from time immemorial to recognize and enforce the
power of corporations to sue and be sued under and by their cor-
porate name as incident to such corporate existence. 1
^ 17. Express Powers, Definition of; Enumeration of. — Ex-
powers are those which are either granted to all corpora-
lions alike by statute, whether inserted in the charter or not,
or rise are those which are permitted by statute to such corpora-
tions as may see fit to take advantage of them, by reserving such
powers in the charter' itself. Statutes of the character first re-
ferred to arc construed by the courts to be ipso facto read into
the charter, thereby becoming part and parcel of it. On the other
hand, the last-named powers can only be availed of by the corpo-
ration when, as has been stated, they are specifically reserved or set
forth in the articles of incorporation. Express powers relate not
only to the right to engage in a special line of business as set
forth in the statement in the articles of the object or purposes for
which the corporation is formed, but they relate as well to other
powers which are here termed "express," inasmuch as they
depend upon the existence of specific statutes authorizing their
exercise by such corporations as desire to avail themselves
thereof. These express powers may be divided into twenty-eight
classes, enumerated as follows: (1) power to purchase its own
capital stock ; (2) power to subscribe for, purchase, and hold stock
in other corporations; (3) power to consolidate with other cor-
porations ; (4) power to transact all or any part of its business
outside of the State of its origin ; (5) power to extend its cor-
porate existence ; (6) power to change its corporate name ; (7)
power to increase or decrease its capital stock ; (8) power to
issue preferred stock ; (9) power to change the corporate pur-
poses ; (10) power to change the number of directors ; (11) power
to change its domiciliary office or place for the transaction of its
business; (12) power to acquire and enforce a lien upon stock of
the corporation to secure the payment of debts due the corporation
from stockholders; (13) power to levy assessments against the
stockholders with the right to forfeit the stock for non-payment
thereof; (11) power to authorize voting at stockholders' meetings
by proxy; (15) power to allow cumulative voting at the election
of directors ; (16) power to issue stock as full paid and non-
1 S. W. Co. v. Armstrong, 17 Me. 34.
34
CHAP. I.] DRAFTING THE CHARTER. § 17
assessable in exchange for property or services ; (17) power to
sell the corporate assets; (18) power to voluntarily dissolve the
corporation without recourse to the courts ; (19) power to insert
in the charter provisions for the regulation of the internal affairs
of the corporation ; (20) power to authorize directors to adopt by-
laws ; (21) power to authorize appointment of executive com-
mittee from board of directors ; (22) power to enlarge or diminish
corporate powers; (23) power to change par value of shares;
(24) power of bondholders to vote at elections of directors ; (25)
power to classify directors ; (26) power to amend articles before
organization ; (27) power to surrender charter before organiza-
tion ; (28) power given to minority stockholders to compel
purchase of their holdings upon consolidation.
Of the foregoing enumerated powers, the following when ex-
pressly authorized by statute are applicable to all corporations
alike, whether reserved or enumerated in the articles of incorpora-
tion, to wit: The power to consolidate with other corporations ; to
perform constituent acts outside of the State of its origin; to
extend its corporate existence ; to change its corporate name ; to in-
crease or decrease its capital stock; to change the corporate pur-
poses, the number of its directors, its domiciliary office or place
for the transaction of its business; to acquire and enforce a
lien upon stock of the corporation to secure the payment of debts
due the corporation from stockholders ; to levy assessments against
the stockholders with the right to forfeit stock for non-payment
thereof; to authorize voting at stockholders' meetings by proxy ;
to permit cumulative voting at election of directors (unless such
right is merely made permissible by statute) ; to issue stock as full
paid and non-assessable in exchange for property or services; to
sell the corporate assets in their entirety ; to voluntarily dissolve
the corporation without recourse to tin- courts; to authorize the
directors to adopt by-laws (unless such authority is by statute re-
quired to be reserved in the articles of incorporation); to appoint
an executive committee; to enlarge or diminish bhe corporate
powers; to change the par value of shares; to amend articles
before organization; to surrender charter before organization;
power given to minority stockholders to compel purchase of their
holdings upon consolidation.
Of the remaining express powers it is probably in accord with the
general current of authority in this country to say that to bo
35
§ L8 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
available to the corporation they must be reserved or specified in
the articles <>f incorporation. The powers to which reference is
lure made may he enumerated as follows: To subscribe for,
purchase, and hold stock in other corporations; to transact all
or any part of its business outside of the State of its origin; to
issue preferred stock ; the power to insert in the charter provisions
for the regulation of the internal affairs of the corporation ;
j lower of bondholders to vote at election of directors; power to
classify directors ; and possibly power to purchase its own capital
stock.
sj 18. Power of Corporations to purchase their own Stock. —
There is considerable conflict of opinion in this country relative
to the question whether a corporation may purchase its own stock
without express statutory authority so to do. One line of deci-
sions holds to the view that such power exists only when expressly
conferred by statute no matter what the purpose may be. 1 Other
courts of equally high standing take the view — and this we believe
to be the true one — that every corporation has implied power to
purchase its own stock provided it does so in good faith and with-
out prejudice to the rights of creditors. 2 It has been said that,
" generally speaking, a corporation, when acting within the scope
of the purposes of its organization, has the same power to con-
tract with reference to such powers as an individual. We believe
the rule to be well settled in the United States by the overwhelm-
ing weight of authority and reason that a private corporation may
purchase its own stock if the transaction is fair and in good faith ;
if it is free from fraud, actual or constructive ; if the corporation
is not insolvent and in process of dissolution, and if the rights of
creditors are in no way affected thereby." 3
"Where there is no formal corporate action taken, authorizing
the purchase of the company's own stock, a purchase made thereof,
even though all the stockholders separately consented thereto,
would be invalid as against creditors. 4
1 Crandall v. Lincoln, 52 Conn. 73; Vt. 131 j Chapman v. Company, 62 N.J.
Currier v. Company, 56 N. H. 262 ; Morgan 497; 41 Atl. 690; Belknap v. Adams, 49
v. Lewis, 46 O. St. 1 ; 17 N. E. 558. La. Ann. 1350; 22 Sou. 382 ; Ins. Co. v.
2 City Bank Columbus v. Bruce, 17 Swigert, 135 111.162; 25 N. E. 382; Por-
H V. 507 ; N. E. T. Co. v. Abbott, 162 ter v. Company (Mont.), 74 Pac. 938.
!4«; 38 N. E. 432; Clapp v. Peter- 3 Porter v. Company (Mont.), 74 Pac.
sen, 104 111. 26; Hall & Farley v. Hender- 938.
Km, 126 Ala. 449; Bank v Company, 18 * De La Vergne Refrigerator Machine
36
CHAP. I.] DRAFTING THE CHARTER. § 19
Some of the States expressly authorize corporations to purchase
shares of their own capital stock, while others expressly forbid it. 1
The rule of course does not apply to those cases where statutes
exist expressly authorizing the forfeiture of stock for non-pay-
ment of assessments. 2 The purchase by a corporation of its own
stock does not extinguish it. 3 Many of the States have statutes
expressly forbidding corporations to vote their own stock when
held or owned by them. Even in the absence of such statute, it is
probable that the courts would enjoin corporations from voting
their own stock. 4 By statute in a number of States corporations
are forbidden to purchase their own stock. 5
§ 19. Power to subscribe for, purchase, and hold Stock in other
Corporations. — The prevailing rule in this country is that unless
the power is expressly given by statute or by reservation of such
right in the charter, corporations have no implied power to sub-
scribe for, purchase, or hold stock in other corporations. 6
An attempt has been made in some States to establish the rule
that where the statute does not expressly prohibit such act, the
corporation may purchase stock in other corporations without any
express authority so to do, provided the circumstances are such
as t.. render the transaction a necessary and proper means for
accomplishing the objects of its creation. 7
If. however, there is no statutory prohibition in the matter and
the State officials permit the insertion in the articles of the power
to purchase and hold stock in other corporations, the exercise of
such power is unquestionably valid. 8 In the same connection it
may he observed that a corporation cannot organize subsidiary com-
panies unless such power is given in express terms in the charter
or by necessary implication from the powers thereby conferred. 9
1 German Savings LoBtitntion, 175 40 (la. 582; First Nat. Bank v, Nat. Ex-
1 3. 3fi nl. B. 65. change Bank, 92 U. S. 122; Knowlea v.
1 See Part [II. Table 1 5, page 585; also Sandercock, 107 Cal. 629; 40 Pac. 1047.
Tolman 0. Company (Dak.), 22 N. W.505. ' Hillv.Nisbet, 100 Ind. 341 ; Peshtigo
- raylor v. Company, •'. <»|,i,,, B3; Co. >-. Company, 50 Hl.App.624; S. P.
Stati '■ Association, 35 « >. St. 258. T. Co. v. Company, 50 Minn. '.»:s ; 52 Y W.
■ ; Bank v. Wickersham, 34 Cal. 444; i'7i; Steamship Co. v. Company, 28 La.
Clapp v Peterson, 104 111. 26. An. 17.'t.
* s,-c McNeely v. Woodruff, L3 Y J. \ 8 Co. v. Borton (Neb |, 93 \. W.
! i2; Brewster v. Hartley, 37 Cal. 15. 225; I)'- La Vergne Refrigerating Ma-
Tolman v. Company (Dak.), 22 chine Co.* German Savings Institution,
N. W 505. 17:. I 8. Ct. 20.
8 Franklin Bank v. Commercial Bank, '' Lagronew. Timcaerman, 46 S. C. 872;
86 0. St. 258; Central Ry. Co. v. Collins, 24 S. 1
;;:
6 21 [NCOBPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
In Alaska, District of Columbia, and Georgia corporations arc
forbidden by statute to hold stock in other corporations.
^ 20. Power to consolidate with other Corporations. — Corpora-
tions cannot consolidate as against dissenting stockholders,
however desirable or beneficial the consolidation may be, unless
legislative authority is granted to that end. 1 In the exercise of the
police power of the State it may lawfully prohibit the consolidation
of corporations. 2
Consolidation of corporations to a greater or less extent is
permitted by statute at the present time in the States of Alabama?
California, Connecticut, Delaware, Illinois, Kentucky, Maine,
Montana, Nevada, New Jersey, New York, North Carolina, Vir-
ginia, and West Virginia. An attempt has been made to lay down
the rule that in order to effect a lawful consolidation as between
two corporations, the power to so consolidate must be conferred
by each of the States under whose laws they were created. 3 A
better rule, however, and the only practicable one seems to be
this : That either statutory power to dispose of all the assets of
the corporation, or in the absence thereof, the consent of all the
stockholders must be obtained to the sale of the assets of one
corporation to another. Consolidation in this way then takes the
form of a selling out and of accepting money or shares in the new
corporation in return for the assets of the old. 4
§ 21. Power to transact all or any Part of the Corporate Business
outside of the state of its Domicile. — If there are no statutory re-
strictions, a corporation has implied power to carry on its business
at any place within the State in which its charter is procured. 5
The statutory requirement requiring the corporation to fix in the
articles its principal place of business does not prohibit under
ordinary circumstances the transaction of other business within
the State. 6
Long ago in Bank of Augusta v. Earle " Chief Justice Taney,
1 Pearcev. Ry. Co., 91 How. 341; Hill Racine, etc. Ry. Co. v. Company, 49 111.
let, loo Ind. 341; People v. Com- 331.
pany, 121 N. Y. 582; 24 N. E. 834 ; L. &N. 6 Ashley Wire Co. v. Company, 60
Ry. Co. v. Kentucky, 161 U. S. 677. HI- App. 179; City Bank v. Beech, 1
' 2 L. i X. Ry. Co", v. Kentucky, 161 U. S. Blatchford, 425 ; Stickle v. Company (N.
677. J. Eq.), 32 Atl. 708; Underwood v. Wal-
dron, 12 Mich. 73 ; Berthin v. Company,
terof Prospect Park, etc Ry. Co., 28 La. An. 210; Lane v. Bank, 9 Ileisk.
67 X. V 371 ; Toledo, etc. Rv. Co. v. Com- (Term.) 419.
pany. 95 Fed 197; 36 C. C. A. 155; 8 Potter v. Bank, 5 Hill (N. Y.), 490.
Lanman v. Company, 30 Pa. St. 42; 7 13 Peters, 519.
38
CHAP. I.] DRAFTING THE CHARTER. § 21
commenting upon the right of a corporation to transact business
beyond the limits of the domiciliary State, spoke as follows :
"It is very true that a corporation can have no legal existence
out of the boundaries of the sovereignty by which it is created.
It exists only in contemplation of law, and by force of the law ;
and where that law ceases to operate, and is no longer obligatory,
the corporation can have no existence. It must dwell in the place
of its creation and cannot migrate to another sovereignty. But
although it must live and have its being in that state only, yet it
does not by any means follow that its existence there will not be
recognized in other places ; and its residence in one state creates no
insuperable objection to its power of contracting in another. It is
indeed a mere artificial being, invisible and intangible ; yet it is a
person for certain purposes in contemplation of law. . . . Natural
persons through the intervention of agents are continually making
contracts in countries in which they do not reside ; and where they
are not personally present when the contract is made ; and nobody
has ever doubted the validity of these agreements. And what
greater objection can there be to the capacity of an artificial person,
by its agents, to make a contract within the scope of its limited
powers, in a sovereignty in which it does not reside ; provided such
contracts are permitted to be made by them by the laws of the
place." 1
The strictly legal existence of a corporation is confined to the
State which created it, and it can exercise its powers in another
State only by permission, express or implied, of the legislative
power thereof ; but the mere right to purchase and sell property
will be recognized and protected in any State subject only to the
limitations that the exercise of such right shall not be contrary to
the Laws or settled policy of the latter State or prejudicial to its
interests or those of its citizens. Unless tin 1 Constitution or stat-
utes declare ;i contrary rule, the courts of another Stair are hound
to recognize the righl of a foreign corporation to colled debts due
to it, by receiving a conveyance of land. 2
In order, however, to avoid complications thai might possibly
arise through hostile action on the pari of stockholders or of foreign
States, statutes have hern enacted in a number of the Common-
1 Bee Hall v. Company, 91 Ala. 363 ; B - 1 bompson >•. Waters '_<:, Midi. 214.
So. 348.
39
5 23 INCORPORATION A.ND ORGANIZATION OF CORPORATIONS. [PART I.
wealths expressly authorizing the transaction of business in foreign
states and jurisdictions. 1
Under the progressive incorporation acts in force in many of
the Stai.- at the present time it is unquestionably permissible to
organize corporations in one State for the exclusive purpose of
transacting their entire business in other States and Territories. 2
i; 22. Power to perform Constituent Acts outside of the Domi-
ciliary state. — By constituent acts is meant such corporate trans-
actions as are separate and apart from its ordinary business
dealings with third parties ; such, for example, as the organization
of the corporation in the first instance, the adoption of by-laws,
the issuance of stock certificates, the election of directors and
officers, and the holding of stockholders' meetings. 3 As a general
rule such constituent acts cannot be performed without the domi-
ciliary State. 4
Tbe legislature may, of course, authorize the performance of
constituent acts beyond the limits of the State. This has been
done in a number of tbe Commonwealths. 5 It is probably safe to
sav that aside from organization meetings the presence of stock-
holders of the corporation at a meeting held without the State will
estop them from attacking the validity of the .proceedings had at
such meeting. 6
§ 23. Power to extend Corporate Existence. — In twenty-seven
1 See Part III. Table 12, page 582. See 428; Galveston, etc. Ry. Co. v. Cowdrcy,
Ashley Wire Co. v. Company, 60 111. App. 11 Wall. 459; 20 Law. Ed. 199.
179 ; Kennebec Co. v. Company, 72 Mass. 4 Commonwealth v. Smith, 45 Pa. St.
204 ; Aspinwall v. Company, 20 Ind. 492 ; 59 ; Smith v. Company, 64 Md. 85 ; 20 Atl.
Blodgett v. L. Z. Company, 120 Fed. 893. 1032; Tuckasegee Mining Co. v. Goodhue,
2 Sec. Nat. Bank v. Hall, 35 0. St. 158 ; 118 N. C. 981 ; 24 S. E. 797 ; Camp v.
M. L. & S. Co. v. Reinhard, 114 Mo. 218; Byrne, 41 Mo. 525; F.T. L. Co. v. Laigle,
21 S. W. 488; O. M. Co. v. Garst, 18 59 Tex. 339; Craig Co. v. Smith, 163
R. I. 484; 28 Atl. 973 ; People v. Com- Mass. 262; 39 N. E. 1116; Bellows v. Todd,
panv, 153 111. 25; 38 N. E. 752; Tilley v. 39 Iowa, 209; Hodgson v. Company, 46
kendall, 172 N. Y. 87 ; 65 N. E. 574; Minn. 454; 49 N. W. 197 ; Harding v. Com-
Minn., etc. Co. v. Denslow, 46 Minn. 171 ; panv, 182 111. 551 ; 55 N. E. 577 ; Jones v.
;■ \. W. 771; Wright v. Lee, 2 S D. Company, 20 Col. 417 , 38 Pac. 700; Mack
596; 51 X. W. 706; A., etc. R. R. Co. v. v. Company, 90 Ala. 396; 8 So. 150;
her, 35 Kan. 236; lOPac. 596 ; North, Aspinwall v. Company, 20 Ind. 492 ; Court-
Co. v. People, 147 111. 234; right v. Deeds, 37 Iowa, 503.
35 N. E 608; Canada S. Ry. Co. v. Geb- & See Part III. Table 11, page 581.
hard, 109 U. S. 527 ; 3 S. Ct. 363 ; Cowell 6 Handley v. Stutz, 139 U. S. 417 ;
v. Springs Co., 100 U. S. 55; Hastings v. Galveston, etc. Ry. Co. v. Cowdrey, 11
Anacortes etc Co., 29 Wash. 224; 69 Wall. 459 ; see also Humphreys v. Mooney,
Irvine Co. v. Bond, 74 Fed. 849. 5 Col. 282.
8 See McCall v. Company, 6 Conn.
40
CHAP. I.] DRAFTING THE CHARTER. § 26
of the Commonwealths perpetual existence is permitted in the
incorporation of companies therein. The power to extend such
existence is not of any material importance in these Common-
wealths. Twenty-five of the incorporation acts specifically provide
for the extension of corporate existence. Without such statutory
authority corporate existence cannot be extended. 1
In some of the States extension of corporate existence must be
accompanied by the payment of an organization tax, as is the case
of new corporations. Thus, in New Jersey, where such a provi-
sion exists, it has been held that such tax must be paid even
though the extension of the corporate existence was obtained in
the guise of an amendment to the charter. 2
§ 24. Power to change the Corporate Name. — Without statu-
tory authority so to do corporations cannot change their name. 3
If the proposed change of name conflicts with the name of an
existing domestic corporation, State officials are justified in refus-
ing to allow the certificate showing the adoption of the new name
to be filed. 4
Some of the States, as, for example, New York and California,
only permit change of name by application to the courts.
§ 25. Power to increase or decrease Capital Stock. — A corpo-
ration has no implied power to either increase or decrease the
capital stock. 5 Such power must be conferred in express terms
by the incorporation act under which the corporation is organized. 6
Power to increase or decrease capital stock vests in the stock-
holders and not in the directors. 7 Frequently incorporation aets
provide that the stock shall not be diminished to less than the
amount of the corporate debts. Such is the case in California
and other States. Certificates of stock issued on a fictitious
increase of stock are void. 8
§ 26. Power to issue Preferred Stock. — Stockholders enjoying
Pari [1L Table 8, page 578; also c Sutherland o. Olcott, 95 N. Y. 93;
post, sec 120 Crandall <■ Lincoln, 52 Conn. 7:) ; Q. L. &
2 National Lead Co. v. Dickinson (N.J.), II- Insurance < '<> v. Kamper, 73 Ala, •'(:.'.'>;
57 Atl Palmer v. Hank. 72 Minn 266; 75 \ W.
» s. pie, 132 DL 32 ; S3 N. E. :■-<>; Detroit Chamber "f Commerce o.
391 ; C. D.& M. Ry. Co v. Keisel, 13 la. State Secretary, 109 Mich 691 ; 67 N. W.
89; I rlaM *'<> v I lompany, 32 End •'::•'.. 8'J7.
♦ InreVS. S.M. Rep. Agency, 115 N.T. < Ry. Co. >•. Allerton, 18 Wall.
176 : 21 N. B. 1034 : People v Company,
111 Mich. 405; 69 N. W. 658 Beitman v. Bteiner, 98 Ala. 241;
& Ins. Co. v. Kamper, 73 Ala. 825 ; Poll- 13 Son. 87.
man v. Upton, 96 U. 8. 328.
41
§ 26 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
preferential or additional rights not enjoyed by the holders of
common Bhares are called " preferred stockholders." The issu-
ance of preferred stock is a mode by which a corporation obtains
funds for its enterprise, without borrowing money or contracting
a debt. 1 The question as to whether or not preferred stock may
be issued by corporations without express authority by law is a
somewhat difficult one to settle. In twenty-five of the States 2 the
question is settled by the existence of statutes expressly authoriz-
ing the issuance of preferred stock, and even in those States
where no such statutes exist it is, with some few exceptions, the
custom of the State officials to permit the insertion in the articles
of incorporation of provisions authorizing the issuance of preferred
stuck. The action of such officials is certainly conclusive as
against all the world except the State. 3
The true rule governing the matter now before us is, in the
opinion of the writer, best set forth in the case of Campbell v.
American Zylonite Company. 4 In this case the articles of incor-
poration divided the capital stock of the corporation into shares,
equal in amount and value. Some time after incorporation one of
the stockholders executed a blank assignment of certain stock
owned by him to a third party as security for a loan. Subsequently
all the stockholders, except the owner of this pledged certificate,
at a meeting duly called for that purpose, voted to surrender to
the corporation, without consideration, forty per cent of their
stock, and authorized the corporation to reissue this forty per cent
in the form of preferred shares. The legality of this act was
contested by the holder of the pledged certificate, and in passing
upon the legal question involved, the court spoke as follows:
" The right of every shareholder to his proportion of the profits of
the corporation was vested, and in the absence of some power to
change the relative value of the shares conferred by statute or by
the articles of incorporation, no change could be made without the
consent of all the shareholders. . . . The assignee of shares having
possession of the certificates, although holding under unregistered
transfers, are not bound by contracts between the registered share-
holders, the corporation and all the other shareholders which are not
within the express or implied powers of corporations or of their share-
holders. As between the assignor and the assignee, the unregistered
1 Chaffs- o. Company, 55 Vt. 110. 8 See Hamlin v. R. R. Co., 78 Fed. 670.
2 See Part III. Table 8, page 578. * 122 N. Y. 455 ; 25 N. E. 853.
42
CHAP. I.] DRAFTING THE CHARTER. § lib
assignment was not void. It follows that the change in the relative
value of the shares which this corporation and its registered share-
holders sought to effect was not within the express or implied powers
conferred upon the corporation or shareholders, and that their action
is not binding upon the holder of the assigned certificate who did not
consent to the issuance of the preferred shares."
In Kent v. Quicksilver Company 1 the court addressing itself to
the question now before us, spoke as follows :
" There arises the query whether there was power in the corporation
to distinguish between the stockholders in it to form them into two
classes, and to give to one class rights in the corporate property and
business and earnings from which the other was shut out. We are
not prepared to say that at the first the corporation might not have
lawfully divided the interest in its capital stock into shares arranged
in classes, preferring one class to another in the right which they
should have in the profits of the business. The charter gave power
to make such by-laws as it might deem proper consistent with Con-
stitution and law. We know of nothing in the Constitution or the
law that inhibits a corporation from beginning its corporate action by
classifying the shares of its capital stock, with peculiar privileges to
one share over another, and thus offering its stock to the public for
subscriptions thereto. No rights are got until a subscription is made.
Each subscriber would know for what class of stock he put down his
name, and what right he got when he thus became a stockholder.
There need be no deception or mistake, there would be no tread-
ing upon rights previously acquired; no contract, express or im-
plied, would be broken or impaired. Shares of stock are in the
nature of choses in action, and give the holder a fixed right in
the division of profits or earnings of the company so long as it exists,
and of its effects when it is dissolved. That right is as inviolable as
is any eight in property, and can no more be taken away or lessened
against the will of the owner than can any other right, unless power
is reserved in tie' first instance, when it enters into the constitution
of the right; oris properly derived afterward from a superior law
giver, [t is manifest that anj action of a corporation which takes
hold of the shares of its capital stock already sold and in the hands
of lawful owners, and >livi.l.-s them mi" I wo classes, — on.- of which
is thereby given prior right to a receipt of a fixed luuo from the earn-
ings before the other may have any receipt therefr , and is given
an equal ihare afterward with the other in what earnings may
remain, —destroys the equality of the ihares, takes away a eight
i 78 N. V 167.
43
§ 26 [NCOEPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
■which originally existed in it. and materially varies the effect of the
certificate of stock. It is said that when a corporation can lawfully
buy property or get money on loan, any known assurance may be
exacted and given which does not fall within the prohibition, express
or implied, of some statute. But the prohibition to such action as
this is found not, indeed, in a statute commonly so called, but in the
constitutional provision which forbids the impairment of vested
rights, save for public purposes and on due compensation. The
right which a stockholder gets on the purchase of his share, and
the issue to him of the certificate therefor, is such a vested right.
It is contended that the power so to do is an incidental and implied
power necessary to the use of the other powers of the corporation,
and is a legitimate means of raising money before securing the
agreed consideration therefor. We have already conceded that it is
legitimate to borrow money and to secure the repayment of it with
a compensation for the use of it. But that is when it is done in such
way as to put the burden upon every share of stock alike, and to
enable every share of stock to be relieved therefrom alike ; in such
way as to preserve the equality of right and privilege and value of the
shares, and maintain intact the contract thereto with the stockholders.
,w We are, therefore, of the opinion that there was no power in the
corporate body, nor in a majority of the stockholders, to provide by
by-law for the creation of a preferred stock, so as to bind a minority
of the stockholders not assenting thereto."
In what has been stated a most important principle has been
referred to, which, it is believed, is controlling upon the question at
hand. This principle to which reference is here made is that the
charter proceeds from the State, and that nothing can be legally
done by the corporation acting through its stockholders not au-
thorized either by statute or by the charter itself. Thus it is
clear that in these States where the statutory right to issue pre-
ferred stock is not granted and the charter itself only provides
for common stock, no preferred stock can be legally issued by the
stockholders as against the State, except by amending the charter
itself. This, too, even where the stockholders consent. 1
Tins question is likely to be presented in a troublesome form
where common stock has been pledged to creditors before the pre-
ferred stock was issued. 2
From a careful examination of the authorities it may be said
1 Knoxville, etc. Co. v. Citv of Knox- 2 Sec generally Lockhart v. Van Als-
ville, 98 Term. 1 ; 37 S. W. 883. tyne, 31 Mich. 76; McGregor v. Insurance
44
CHAP. I.] DRAFTING THE CHARTER. § 26
that in order to constitute an issue of preferred stock valid as
against all the world, there must be a statute authorizing it, or
provision therefor inserted in the charter. To make the issue
valid as against all but the State, the consent of all of the holders
of common stock to the issuance of preferred stock is, doubtless,
all that is necessary. 1 It is hardly necessary to add, in addition to
the foregoing, that the total amount of common stock added to
the preferred stock so issued must not in any case exceed the
total authorized capital stock of the corporation.
The rights of holders of preferred stock depend upon the terms
of the statute or of the charter or by-law authorizing it. 2 Ordi-
narily the power to authorize the issuance of preferred stock vests
in the stockholders and not in the directors. 3
Where a portion of the stock of the corporation is issued as
preferred, no creditor of the corporation can object, provided the
money paid for the stock reaches the treasury of the corporation,
and the dividends on the stock are not to be paid except out of
net profits. 4 Unless the statute provides otherwise, preferred
stockholders may be deprived of the right which they would
otherwise have, to vote their stock in the same manner as com-
mon stockholders. 5 This is commonly done either by charter pro-
vision or by a by-law adopted before any preferred stock is issued.
Preferred stock cannot be lawfully issued with the provision that
it shall bear interest absolutely. 6 In order to make preferred stock
a lien upon the corporate assets statutory authority is necessary. 7
Co., 33 N.J. Eq. 181; Higgins t\ Lansingh, Ry. Co., 4 K. & J. 1; 27 L. J. Ch. 1;
154 111. 301 ; 40 N. E. 362; Covington, Corry v. Londonderry, etc. Co., 29 Beav.
etc. Co. v. Sargent, 1 Ciun. Sup. Ct. 272; 3 L. J. Ch. 290; Coates v. Nottiug-
354 ; Elevator Co. v. Memphis, etc. Co., ham Water Works Co., 30 Beav. 86.
85 Tenn. 703; 5 S. W. 52; March v. » Higgins v. Lansingh, 154 111. 301;
Eastern K. R. Co., 43 N. II. 515; Bates 40 N. E. 362.
r. Androscoggin, etc. R. R. Co., 49 Me. 2 Scott v. B. & 0. R. R. Co., 93 Md.
491; Pronty v. Mich., etc. K. K. Co., 75; 49 Atl. 327.
l I luii, 655; K.iit •■. Quicksilver Min. 8 See Coit v. Freed, 15 Utah, 426; 49
Co., 12 Hun, 53 ; Jones i rerre Haute, etc, Pac.533.
Co., 57 N. V. 196; Hoyt o. Quicksilver 4 Kirst Nat. Bank of Peoria v, Peoria
Mining Co., 78 N V. 159; 8 0.9 Week Watch Co., 191 111 128; 60 N. E. 859.
Digest, 187, aff'g 17 Hun, 169 ; Curryw, ' Lockhart o. Van Alstyne, 31 Mich.
54 Pa. St. 270; Sturgea I Hn. 76; Mackintosh v. Company, 82 Fed. 350;
l; ' ITi ■■ , M. & G. 158 ; Matthews Miller v. Ratterman, 47 O. St. 141.
v. Qt. Northern R. R. Co., 28 L. J. Ch. 875 ; " Winscott v. Investment Co., 63 Mo.
Green's Brice Ultra Vires, it.">; Huttorj Ap. 367.
r. Scarborough Hotel Co., 2 Drew & Sim. : Continental Trust Co. v. Toledo, etc.
514; Hook v. Qt. Western Ry. Co., 3 By. Co., 72 Fed. 93.
L. R. Ch. 262; Henry v. Gt. Northern
45
§28 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
§ '2~ . Power to change the Corporate Purposes. — In the early
days the righl o*i amendment, when the same related to altering
the original purposes of corporations, was jealously guarded and
limited both by statute and by judicial construction. In later
years there has been evinced greater liberality in this regard, as
evidenced by granting to corporations unlimited power of amend-
ment. 1 The only real difficulty in this connection arises when
an attempt is made to so completely change the original purposes
for which a corporation was formed as in effect to create a new
corporation. Under the Pennsylvania Incorporation Act gov-
erning amendments, it was held that this could not be done. 2
The present attitude of the courts on this subject is well shown
by a recent New Jersey decision, — that of Meredith v. New Jersey
Zinc & Iron Company. 3 In this case the right of amendment,
even when producing fundamental changes in the corporate pur-
poses, was sustained. 4
It appears clear that under the liberal power of amendment
existing to-day in the majority of the States, any changes may be
made, no matter how fundamental, by the consent of all the
stockholders. And where the matter is simply one between the
corporation and the State, the right to make such an amendment
cannot, in the States referred to, be questioned when adopted by
the requisite number of stockholders.
§ 28. Power to change Number of Directors. — Only in those
States where the number of directors is required to be fixed in
the articles, is it necessary to have statutory authority to change
the same. In other States the matter of amendment may be
regulated by the by-laws. However, in the larger number of the
Commonwealths, the power to amend the articles with reference
to changing the number of directors is required to be based upon
express statutory authority so to do. 5
1 See Part III., Table 8, page 578. 694; 38 N. W. 113; Stickle v. Liberty
2 In re Pennsylvania Bottling Co., 19 Cycle Mfg. Co. (N. J. Eq.), 32 Atl. 708;
Pennsylvania County Court Reports, 593. Banet v. Company, 13 111. 504; Ross v.
See also State v. Taylor, 53 Iowa, 759; 6 Company, 77 111. 134; Pac-. Ry. Co. u.Ren-
N. W. 39. shaw, 18 Mo. 210 ; Asliton v. Burbank, 2
3 Meredith v. Company, 59 N. J. Eq. Dill. (U.S.) 435; Del. Ry. Co. v. Tliorp, 1
257; 44 Atl. 55. See also sec. 1 12, post. Hurst (Del.), 149 ; M.B.Ry. Co. v. Sullivan,
4 See also Grand River College v. Rob- 37 Ga. 240; Com. v. Cullen, 13 Pa. St. 133.
ertson, 67 Mo. App. 329 ; Mercantile State- 5 See Part III. Table 16, page 586 ; also
ment Co. -•. Kneal, 51 Minn. 263 ; 53 N. W. see Matter of Griffing Iron Co., 63 N. J.
632; Bowie v. Grand Lodge, 99 Cal. 392 ; Law, 168; 41 Atl. 9311; 63 N. J. Law,
34 Pac. 103; Day v. Company, 75 la. 357; 46 Atl. 1097.
CHAP. I.] DRAFTING THE CHARTER. § 30
§ 29. The Power to change the Corporate Domicile and Principal
Place of Business. — As will hereafter be seen, it is essential to
corporate existence that the corporation should have a home. 1 It
is the naming of the domiciliary office in the articles which fixes
the residence of the corporation for jurisdictional purposes, and
fixes the usual place for holding stockholders' and directors' meet-
ings. If it is desired to change the domicile, or if the location of
the corporation's principal place of business is to be transferred
from one place to another, an amendment to the articles must
be had under legislative sanction. 2 It should, however, be noted
in this connection, that the corporation's domicile and its princi-
pal place of business are not necessarily one and the same thing. 3
Again, if, as is the case in some States, the name of the agent
upon whom process upon the corporation may be served, is re-
quired to be set forth in the articles, in order to lawfully substi-
tute a new agent, an amendment to the articles is necessary,
made pursuant to statutory authority given in the premises. 4
§ 30. Power to acquire and enforce a Lien upon Stock to se-
cure the Payment of Debts Due the Corporation. — In a large
number of the States statutes exist expressly granting to cor-
porations the right to enforce a lien upon the stock of its members
for the purpose of securing the payment of debts due from such
members to the corporation. 5
The courts are not by any means in entire agreement as to
whether statutory authority to enforce such a lien is essential to
its validity. Some courts, of excellent repute, maintain the affirm-
ative, and others take the opposite view. 6 It seems fairly certain
thai at common law such a right did not exist. 7
The true view appears to be that while at common law a cor-
poration had no lien on the shares of its capital stock for the
debts due it from the stockholders, nevertheless such a lien may
be acquired either when given by statute or when such right is
1 Bee post, sec. 54. 6 g ee ]>. irl rji. Table 9, page 579.
Stickle v. Liberty Cycle Mfg. 8 Costello v. Company, 69 N II -105,43
<'<>. (N. J. Eq ). 32 Atl. 708; Kennetl At] 640; Young v. Vough, 23 N .1 I q.
v. Company, 68 N. H.432; 39 At] 585; 325; Moore v. Bank, 52 Mo 377; I
Harris v. Mi > I al 124. Klaus, •'>: Wia nil . 29 N W 582 : Farm-
:: Van !.!'• q, 19 Mich. 187 Bank, v. Wauon, i s I.
McConnell v. Company (Mont ), :i Pac. Con( T. R. Co. v. Toledo, etc. Ry. Co., 72
194. Fed !'->.
Mason L lg< 2] Ky. " Brinkerhoff, etc. Co. v. Company, 118
Law Rep 193; :>i s. \v 620 Mo n7 : 24 8 W. 129.
17
§81 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
preserved by inserting provisions therefor in the Articles of Incor-
poration, or by the passage of a valid by-law, or by inserting a
provision therefor in the stock certificates. 1
^ 81. Power to levy Assessments against the Stockholders with
the Right to forfeit their Stock for Non-payment thereof. — With
some few exceptions the right to forfeit stock for non-payment of
valid assessments levied against it is preserved by statute in most
of the States and Territories. 2 Even in the absence of such statute
the right to forfeit stock for non-payment of valid assessments when
given to the corporation by its by-laws will probably be enforced by
the courts. In any event the common law remedy would exist,
giving the corporation the right to recover judgment against the
delinquent stockholders for the amount of such assessments. 3
In all cases the right to forfeit stock is considered to be merely
a cumulative remedy. 4 The right to levy assessments upon
stockholders does not exist after payment by such stockholders
for their stock in full, unless the power to do so is conferred
either by statute, by the articles of incorporation, or by the unani-
mous consent of all the stockholders. 5 But even in the absence
of express power to declare a forfeiture of stock for non-payment,
a corporation may sue for amount of subscription to the capital
stock, and on failure to collect the amount subscribed may secure
payment by sale of stock subscribed. 6
On the general subject of assessments the following may be said :
provisions for the forfeiture of capital stock for the non-payment
of assessments must be just and reasonable in order to be valid. 7
The terms of the statute in any event must be strictly complied
with. 8 The power to levy assessments rests in the directors by
virtue of their office and not in the stockholders. 9 Even where
i Union Bank v. Laird, 2 Wheaton Neb. 642 ; 79 N. W. 560; Duluth Club v.
(U. S.), 390; St. Louis Per. Ins. Co. v. McDonald, 74 Minn. 254; 76 N. W. 1128;
Goodfellow,9 Mo. 149; Van Sands v. Bank, State v. Association, 23 N. J. Law, 195;
26 Conn. 144 ; Sargent v. Insurance Co., Sullivan Co. Club v. Butler, 26 N. Y.
25 Mass. 90. See also Atchison Bank v. Miscellaneous Reports, 306 ; Mayberry v.
Durfee, 118 Mo. 431 ; 24 S. W. 133 ; V. G. Meade, 80 Me. 27 ; 12 Atl. 635 ; Price's
B. Co. v. Bloede,84 Md. 129; 34 Atl. 1127; Appeal, 106 Pa. St. 421 ; Weeks v. Com-
Bishop v. Globe Co., 135 Mass. 132. pany, 55 N. Y. Sup. Ct. 1.
2 See Part III. Table 17, page 587. c Chase v. Company, 5 Lea (Tenn.),415.
8 San Joaquin v. Beecher, 101 Cal. 70; 7 Crissey v. Cooke, 67 Kan. 20 ; 72 Pac.
35 Pac. 349. 541.
4 M. F. & N. Co. v. Hall, 121 Mass. 272 ; 8 P. G. T. R. Co. v. Graham, 11 Met-
Raymond v. Caton, 24 111. 123; Lesseps v. calf, I.
Architects' Co., 4 La. Ann. 316. 9 Chouteau Ius. Co. v. Floyd, 74 Mo. 286.
6 Enterprise Ditch Co. v. Moffitt, 58
4:8
CHAP. I.] DRAFTING THE CHARTER. § 34
the statute expressly gives power to the stockholders to levy
assessments they may doubtless delegate this power to directors. 1
Directors, however, cannot lawfully delegate such power to
ministerial officers. 2
§ 32. Power to authorize Voting by Proxy at Stockholders'
Meetings. — At common law the right of stockholders to vote
by proxy was not recognized. The right in order to be available
must be granted either by statute, charter, or appropriate by-law. 3
Voting by proxy is not however per se unlawful. 4 Therefore the
right may be secured to stockholders by appropriate by-law duly
passed even without a statute authorizing it. 5
§ 33. Power to permit Cumulative Voting at Election of Direc-
tors. — The right of cumulative voting exists where a stockholder
has a number of votes equal to the number of shares held by him
multiplied by the number of directors to be chosen, and is allowed
to cast or distribute them as he sees fit. The purpose thereof is
to secure minority representation on the board of directors. To
authorize cumulative voting the right must be preserved either by
constitutional, statutory, or charter provision or by the passage of
a by-law looking to that end. 6
If the right is conferred absolutely by constitutional or statu-
tory provision, it cannot be taken away by means of a by-law
or resolution denying such right to stockholders. 7
In twenty-one of the Commonwealths the right to cumulate
votes is secured to stockholders either by constitutional enact-
ment or by statutory provision. 8
§ 34. Power to issue Stock as full paid in Exchange for Property
or Services. — In the quaint wording of an English case, "stock
must be paid for, in the absence of constitutional or statutory
provision providing otherwise, " in meal or in malt;" that is, in
money or in money's worth. Forty of the States have enacted
laws authorizing the payment of stock not only in cash but in
1 Rives u. Company, 30 Ala. 92. B Pierce v. Commonwealth, 104 Pa. St.
-In re Count; Palatine L. & D. Co., 150; Schmidt v. Mitchell, 101 Ky. 570;
L. R. 9 Ch. 691. 41 S. W. 929; State o. Stockley, 45 0. St.
■Harvey v. Company, 118 \. C. 693; 304; 13 N. B. 279; State v. Greer, 78 Mo.
24 s. E. 189 . People v. Crossley, 69 111. 188; Baker's Appeal, 109 Pa. St. 161.
L95;McKeer. Company W.609 7 Tomlin v. Hank, .Vj Mo. App. 430;
1 M. ^<> Railroad Co. v. Nicholas, 98 Commonwealth v. Yetter, 190 Pa St. 488;
Ala 92 ; 12 Son. 723. 13 A 1 1 226.
» State o. Tndor, 5 Day (Conn.), 329; ' See Part [IL Table 9, page 579.
Commonwealth v. Detwiler, LSI Pa St. ' Drummond's Case, L, I; l Ch. 772.
614; 18 Atl
4 49
§34 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
Bervicea or property. 3 Some of the States — for example, Ala-
bama and Virginia — have somewhat elaborate provisions on the
subject.
Tims, in Alabama, stock may be issued in exchange for all
such real and personal property as may be necessary or conven-
ient for the efficient construction, operation, and maintenance of
its works or plants, lines, shops, factories, or other buildings, or
for the conduct and management of its business or as its purposes
may require. 2
In Virginia the new Incorporation Act authorizes subscriptions
to the capital stock to be paid for in money, land, or other prop-
erty, real or personal, leases, options, mines, minerals, mineral
rights, patent rights, rights of water or easements, contracts,
labor, or services. 3
Even in those few Commonwealths where no statutes exist
authorizing the payment of stock in property or services, the
courts will presume that corporations have inherent power to pur-
chase property and labor and pay for the same in stock instead
of money, provided the transaction whereby the stock is to be
issued in exchange for such property or services is made in good
faith and no fraud is perpetrated upon stockholders or creditors. 4
The statute to prohibit absolutely the payment of subscriptions
to the capital stock in property or services must be clearly re-
strictive in character. 5 The only effect apparently of the absence
in particular Commonwealths of any provision, constitutional or
statutory, authorizing -the payment of stock in property or ser-
vices, is to induce the courts to adopt what is known as the " true
value rule " 6 rather than the " good faith rule." 7 But in the
Commonwealths referred to, the character of the property, labor,
or services accepted in exchange for stock must be strictly
such as the corporation under its charter has the power to ac-
quire, and when property is so taken it must be fairly represented
to the corporation and for a just, lawful, and needed equivalent
for the money subscribed. 8
1 See Part III. Table 10, page 580. Smith, 30 N. Y. 116; Shannon v Steven-
2 See Alabama Session Laws, 1903, p. sun, 173 Pa. St. 419 ; 34 Atl. 218.
7 subdiv. c. 5 See Knox v. Company, 86 Ala. 180 ; 5
3 wion Laws of Virginia, 1903, So 578.
chap. 2 70. 6 See post, sec. 104.
4 Liebke v. Knapp, 79 Mo. 22 ; Beach v. 7 See post, sec. 105
8 Liebke v. Knapp, 79 Mo. 22 ; Powell
50
CHAP. I.] DRAFTING THE CHARTER. § 35
§ 35. Power to dispose of Corporate Assets as an Entirety. —
In ten of the Commonwealths express power is conferred upon
corporations to dispose of their entire corporate assets by obtain-
ing the consent of a certain percentage of the stockholders to such
disposition. 1 Much controversy has arisen as to whether or not
express statutory power is necessary in order to authorize transfer
by a corporation of the entire corporate assets. At common law
neither the directors nor a majority of the stockholders had power
to sell or otherwise transfer all of the property of an acting and
prosperous corporation able to achieve the objects of its creation
as against the dissent of a single stockholder. 2
The view is taken by the New Jersey court in Coler v. Com-
pany 3 that the sale of the corporate assets as an entirety is equiv-
alent to a dissolution, and therefore can only be done through
the courts under statutory authority. Many courts, however, take
the view that it can be done where it is not in fraud of the rights
of creditors or in violation of charter or statutory restrictions,
and this, too, by a majority of the stockholders against the dis-
sent of a minority where the exigencies of the business seem to
require it. 4 Thus, it has been asserted that "it is a well settled
rule that a strictly private corporation has the same right to dis-
pose of its property that an individual has, and that when insol-
vent or in a failing condition it may sell all thereof without
the consent of all of the stockholders. It is the general rule,
however, that neither the directors nor a majority of the
stockholders of a corporation have power at common law to
sell or otherwise transfer all its property while the corporation
is a going, prosperous concern against the dissent of any share-
holder." ■•
it may be added in this connection that the right to exist as a
v. Murray, 3 N. Y. App. Div. 273; 38 Co. v. M. O. P. Co., 89 Fed. 529; Metcalf
X. v. Sap. 233; LI. 157 X V 717; 53 v. A. S. F. Co., 122 Fed. 115; Traer v.
X. E. 1 130 Kimball v. Company, 69 \ II. Company (la.), 99 X. W. •_".»().
i--, 15 Ail. 253; Montgomery v. Com- :; 64 X..I. Eq. 117; 53 Ail. 680
pany, 48 X V. App. Div. ii'; 62 X V. ' Treadwelle. Company, 7 Gray (Mass.),
Sup'. 606; [d i'- N- V. 657; 61 X. E. 393; Martin <-. Zellerbach, 88 Cal. 300;
1131, Miners' Ditch Co. <•. Zellerbach, 37 Cal.
1 See Pari [II. Table 9, page 579 543; Featherstonhaugh v. Company, L. R.
Forrester i). Company, 21 Mont 544; i Eq. -".I s ; Bartholomew v. Company, 69
55Pac. 229; Idem, 74 Pac. 1088; People Conn. 521 j 38 At] 15
v. Ballard, 134 X. V. 269; 32 X. E 54; ■ Traei v. Company (la.), 99 N. W.
California Bank v. Kennedy, 167 U. S. 290.
862; 42 L. E. 198; B. & M. ( C.&S M.
51 .
§ 86 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
corporation is not alienable. 1 The sale of all the corporate prop-
erty does not operate to dissolve the corporation. 2
8 36. Power to voluntarily dissolve the Corporation without
Recourse to the Courts. — The dissolution of a corporation is a
peculiar function that rests primarily in the legislature, and is
conferred upon courts or upon the corporation itself, only by
explicit legislative authority. 3 Stockholders, in the absence of
statutory provision, cannot extinguish the corporate charter or
dissolve the corporation, nor can a court of equity accomplish a
similar result at their instance. 4 In all the States some provision
is made for dissolution of corporations. For example, in Alabama,
Connecticut, New Jersey, North Carolina, Virginia, and West
Virginia the incorporators have the right to surrender the charter
before organization. In twenty-seven of the Commonwealths
corporations may be dissolved under statutory authority without
recourse to the courts. 5
The doctrine that dissolution can only be effected by the joint
act of the State and corporation is set forth in a Massachusetts
case as follows : 6 " Charters, are in many respects compacts be-
tween government and corporators. And as the former cannot
deprive the latter of their franchises in violation of the compact,
so the latter cannot put an end to the compact without the con-
sent of the former. It is equally obligatory on both parties.
The surrender of the charter can only be made by the formal act
of the corporation ; and will be of no avail until accepted by the
government. There must be the same agreement of the parties
to dissolve, that there was to forrn the compact. It is the accept-
ance which gives efficacy to the surrender. Dissolution of a
corporation, it is said, extinguishes all its debts. The power to
dissolve itself by its own act would be a dangerous power, and one
which cannot be supposed to exist." 7
In this connection it may be observed that the stockholders
1 Detroit Citizens' Street Ry. Co. v. 3 Olds v. Company (Mass.), 70 N. E.
Common Council, 125 Mich. 673; 85 N..W. 1022.
96; Pearce v. R. R., 21 How. 441 ; 16 4 Benedict v. Company, 49 N.J. Eq.
L. E. 184; State v. Company, 40 Kan. 235; 23 Atl. 485.
96 ; 19 Pac. 349. 5 See Part III. Table 8, page 578.
2 Miners' Ditch Co. v. Zellerbach, 37 c Boston Glass Manufactory Co. v.
Cal. 543 ; Sullivan v. Company, 39 Cal. Langdon, 24 Pick. 49.
459. 7 See also Davis v. Company, 87 Ala.
633; 6 Sou. 140.
• 'I
CHAP. I.] DRAFTING THE CHARTER. § 37
alone have power to surrender the charter. 1 It will be re-
membered, of coarse, that the expiration of the time limited by
the charter as a corporation's term of existence is held in most
jurisdictions to result in the dissolution of such a corporation. 2
But neither insolvency nor sale of all of the corporate property,
nor cessation of business operates to dissolve the corporation. 3
But in the absence of any provision in the charter limiting cor-
porate existence, the corporation is entitled to perpetual life. 4 If
the articles provide for a longer period of corporate existence than
the law allows, the excess is void. 5 In many of the States statutes
exist providing that the corporation shall continue in existence
for periods ranging from three to five years after the expiration
of the time limited for its existence for the purpose of winding up
its affairs. 6
A majority of the States delegate to the courts the power to
dissolve the corporation on application of stockholders or credi-
tors. 7 The fact that certain States make the directors trustees
for creditors on dissolution does not necessarily take away the
jurisdiction of courts of equity to appoint a receiver. 8 Many
States have statutes providing that upon the expiration of the time
limited by their charter as the duration of their corporate exist-
ence, they shall nevertheless be continued for a certain period of
time in order to permit of the winding up of the corporate affairs.
Without such statutory provisions suits cannot be maintained
against the corporation after such period has expired. 9
8 :)7. Power to insert in the Charter Provisions for the Regula-
tion of the Internal Affairs of the Corporation. — The incorpora-
tion acts of eighteen of the States contain provisions relative
to the contents of certificates of incorporation, authorizing the
insertion therein of provisions for the regulation of tin- business
of the corporation, or for the purpose of defining or limiting the
powers of the corporation, its officers, directors, and stockholders
i Jones v. Bunk, 10 CoL 464; 17 Pac. also Fosters. Bank, 16 Mass. 245; Nash-
272; Barton < Association, m End. 226; ville Bank *•. Petway, 8 Hum. (Teun.) 522.
], ; ^ y ,- ' Sic- Miner v. Company, 98 Mich. '.»7 ;
•■; Mason v. Company, ^> Fed. 882. 53 X. W. 218; Wheeler o. Company, 143
• Davis v. Company,87 Ala.';:'.:); 6 So. III. 197; ■■!-' N. E. 120.
i (ll i v Pottery <'<>. <•. fates, 87 N. J.
' V. L. S. Co v. Clowes, 3 N V- >7<>. Eq 548
g !■,.,, ,,1,. ,, Cheeseman,7 Col, 376; •''. '' Nelson v. Hubbard, 96 Ala. 288; 11
Pac. 716. s "" '-"■
Bee Part HL Table I7,page587; see " Bee Pari ill Table 10, page 580.
53
LO
§ 37 rNCORPOBATION AND ORGANIZATION OP CORPORATIONS. [PART I.
Unless the law expressly permits the insertion of such provisions
in the certificate of incorporation, State officials are justified in
refusing to accept and file certificates containing such provisions.
This generally on the ground that in the absence of statutory
provision so authorizing, they are properly the subject of by-laws
and not proper for insertion in the certificate of incorporation. 1
Leaving out of consideration the fact of acceptance by State
officials, and approval by them of certificates of incorporation
containing such provisions as are here referred to, when there is no
statute authorizing the same, the following may be said: The
szcncral test as to whether provisions not called for by the statutes
arc valid when inserted in certificates of incorporation must be
determined from their character. If they are not powers, but are
merely in the nature of by-laws, they arc invalid as not being
called for by the statute. If they are powers, but not authorized
by statute, to permit such insertion in the certificate of incorpora-
tion would be equivalent to saying that the legislature had clothed
the incorporators with a number of their legislative functions. 2
On this general subject the opinion of the Supreme Court of Ala-
bama in a leading case in that State is instructive : " It is appar-
ent,*' observes the court, " that the creation of corporations under
general law rather than by special act was not intended to work
any essential change in their nature and character. Whether
deriving existence from a special law, or from incorporation under
the general law, the corporation is an artificial being of legisla-
tive creation, having no other powers or properties than such
as the law confers, or which may be incidental to their very ex-
istence. The mode of incorporation the statutes have carefully
prescribed. The persons proposing to be incorporated must file
and cause to be recorded in a designated public office a declaration
in writing, stating the name of the corporation, the objects for
which it is formed, the amount of the capital stock, the number
of shares into which it is divided, the names of the stockholders,
and the number of shares each may hold. The office and the
effect of the declaration the statutes do not leave in doubt —
i In re Application for charter, 10 Phil. N. Y. 546; G. L. D. Co. v. Perkins
Rep. 130; Van Pelt v. Gardner, 54 Neb. (Texas), 26 S. VV. 256; Albright r. Asso-
701; 75 X.W. 874; Bent v. Underdown, 60 ciation, 102 Pa. St. 411 ; Shoun v. Arm-
s' E. .".07 ; 156 Ind. 516 ; Heck v. McEwen, strong (Twin.), 59 S. W. 790.
12 Lea, 97; T. A. L. Co. v. Massey, 56 2 People ex rel. v. C. G. T. Co., 130 111.
S. W. 35; E. P. R. Co. v. Vaughan, 14 268; 22 N. E. 798.
54
CHAP. I.] DRAFTING THE CHARTER. § 38
when recorded, the persons signing it and their successors become
a body corporate by the name stated therein and with the powers
conferred by law. It is an acceptance by the corporation, under
the name designated, for the objects expressed, of the corporate
powers and capacity the law confers, and a statement of the prin-
cipal constituents of the corporation, — the amount of the capital
stock, the names of the stockholders, and the quantity of interest
each has in the capital stock. There is no authority of law for
introducing more into it, and if more be introduced, it is mere
surplusage, not adding to or detracting from the force of the
declaration. A controlling purpose, as we suppose, in authorizing
or in compelling the creation of corporations under general laws,
is to secure uniformity and equality of corporate powers, func-
tions, and privileges ; that all corporations of the same class,
formed for like purposes, should possess the same capacities
and properties, and exercise and enjoy the same franchises and
privileges. Unless it was intended to work a radical change in
the nature and character of these artificial beings, the mere crea-
tures of the law, and to subvert the whole theory which has pre-
vailed in reference to them, it cannot have been contemplated
that they should for themselves create powers and privileges by
declaration or reservation, whether the declaration or reservation
is expressed in the articles of incorporation or in the by-laws
ordered by the corporators for their government. Such declara-
tions or reservations would soon become more liberal and diverse
than was the liberality and diversity of the grants of corporate
powers by special legislative enactment, the evil it was intended
to remove. Of every corporation formed under the general law,
the law itself becomes the charter, defines and enumerates the
powers which are to be exercised, the nature and extent of cor-
porate franchises and privileges. The declaration of incorpora-
tion, the by-laws adopted for corporate government, do not form
the charter, or define or enumerate the corporate powers. These
are the acts of the corporators. The charter is the grani from
the sovereign power of the State, and by thai source only can be
varied or enlarged." '
§ 38. Power to authorize Directors to adopt By-Laws. — In a
number of the Stales statutes exist authorizing the directors to
adopt by-laws under certain conditions. The conditions here re-
i (,. L. & It. [nfl. Co. '■ Karaper, 78 Ala 325.
55
§ lit INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
ferred to are usually either that the right referred to should be
expressly inserted in the certificate of incorporation, or, in lieu
thereof, thai the stockholders expressly delegate this power to
the directors. 1 Unless the statute or charter provides otherwise,
the by-laws must be adopted by the stockholders. 2 However,
where the right to adopt by-laws is expressly limited to the direc-
tors, it is exclusive.
^ 39. Power to authorize Appointment of Executive Committee
from the Board of Directors. — In Connecticut, Delaware, Massa-
chusetts, Nevada, New Jersey, Virginia, and West Virginia stat-
utes exist expressly authorizing directors to appoint an executive
committee from their own number to whom may be delegated, to
such extent as shall be provided in the by-laws, any of the powers
of the board of directors. There has as yet been no fair test in
the courts as to the validity of such statutes where an attempt has
been made by the directors to practically delegate all their powers to
an executive committee. A reasonable view of the matter would
seem to be that where the statute clearly conveys such power it is
valid when exercised by an executive committee duly appointed
from the full board of directors pursuant to the statute in such
case made and provided. 3
The power of the board of directors is not a delegated authority,
and when the transaction of the business of the company will be
facilitated by the appointment of an executive committee such
appointment may unquestionably be made. 4
§ 40. Power to enlarge or diminish Corporate Powers. — The right
here referred to becomes one of importance only in those States
wherein it is permitted to insert specific corporate powers in the
articles of incorporation. The powers here referred to are such,
for example, as the right of the corporation to acquire its own
stock ; to hold stock and bonds in other corporations ; to delegate
to directors power to adopt by-laws, etc. It will be found that
wherever such a right exists the power to amend will be found
sufficiently broad to permit of the enlargement or diminishing of
1 See Part III. Table 12, page 582. 28 N. E. 467; Black, etc. Co. v. Hol-
2 See Norton, etc. Co. v. Wysong, 51 way, 85 Wis. 344; 55 N. W. 418; Andres
Tn<l 4 : Salem Bank v. Bank, 17 Mass. v. Fry, 113 Cal. 124; 45 Pac. 534; Bank
1 : Watson v. Company, 56 Mo. App. 145; v. Walton Iron Co., 30 Bull. (Ohio) 382.
State u. Curtis, Nev. 325. i Leavitt v. Company, 3 Utah, 265; 1
3 S. E. L. Co. v. Bank, 127 N. Y. 517 ; Pac. 356.
56
CHAP. I.] DRAFTING THE CHARTER. § 43
corporate powers by complying with the terms of the statute
relative to such amendments. 1
§ 41. Power to change Par Value of Shares. — Where the charter
fixes the number and par value thereof, a corporation cannot in-
crease or diminish the par value of its shares without legislative
sanction. 2 If however the certificate of incorporation says nothing
as to the number and par value of shares, they may doubtless be
changed by the stockholders of the corporation without legislative
sanction. 3
The legal effect of a change in the number of shares without
any corresponding increase or decrease in the par value thereof,
is to increase or decrease the capital stock, and this can only be
done by permission of the legislature. 4
In thirty-six of the States the par value of the capital stock may
be any amount, while in the remainder such par value is limited
from amounts ranging from one dollar to one hundred dollars per
share. 5 In some few of the States it will be noted that the pro-
visions of the statutes limiting amendments fail to authorize
changes in the par value of the shares of capital stock. 6
sj \'2. Power of Bondholders to vote at Election of Directors. —
Very few of the States have enacted statutes giving to bondholders
the right to participate in the election of directors. Virginia
and Delaware are the exceptions to the general rule. Most of the
States provide that the board of directors shall be elected by
the stockholders, and thus by implication forbid the giving of the
right to bondholders to vote at such election. 7 However, if neither
by constitutional or statutory provision bondholders are barred
from participating in the election of directors, such right may be
bestowed upon them cither by provision therefor in the charter or
by proper by-law duly adopted. 8
8 13. Power to classify Directors. — Ordinarily the tenure of di-
rectors is fixed by .statute and where so fixed these provisions arc of
course controlling. If the statute requires directors to be elected
i I'eoria, etc. Co. v. Preston, 86 [a. 8 B.i K Ry.Co v. Cushing, 45 Me. 534.
115; P., etc. P. R Co. v (iriflin, 21 Barb. 4 Droitwich Patenl Salt Co. v. Curzon,
154 ; Pac R. Co v. Hughes, 22 Mo 291. L. R. 3 Ex. 85.
2 Droitwich Patenl Sail Co p.Cnrzon, B See Part [IL Table i. page 565.
L. R. 3 Ex. 35 ; Tschumi v. Hills, 6 Kan. < See Pari III. Table 1 1. page 575.
App. 549; 51 Pac 619; 8. M D.Cor.w. ' Durkee i People, 155 111. 854; 40
Ropes, 6 I 'irk. (Mass | 23. N B. 626.
McDaniel, 22 <> St. :j. r ,4.
b
7
§ 16 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
annually, this by implication prohibits the classification of direc-
tors for terms in excess of the statutory limit. 1 In a large num-
ber of the States statutes exist expressly authorizing classification
of directors. 2
If the statute does not require annual election of directors, there
would appear to he nothing illegal in a corporation's classifying its
directors in any manner it sees fit so to do, provided (in the ab-
sence of statutory regulations) directors hold their office at the
pleasure of the corporation.
8 14. Power to amend Articles before Organization. — As
has already been seen, the power to amend, if it exists at all,
must be derived from the legislature. Very few of the Common-
wealths have granted to incorporators the right to amend articles
of incorporation before organization. Statutes, however, to that
effect exist in Alabama, Connecticut, New York, New Jersey,
North Carolina, and Virginia.
§ 45. Power to surrender Charter before Organization. — It is
often an advantage to a corporation which does not care to avail
itself of the right to actively engage in business, to surrender its
charter to the State before organization, without going through
the expensive and usually complicated proceedings incident to
dissolution. Such right is expressly given in Connecticut, New
Jersey, North Carolina, Virginia, and West Virginia. 3
§ 46. Power given to Minority Stockholders to compel Purchase
of their Holdings upon Consolidation. — 111 the States of Alabama,
Connecticut, Massachusetts, Delaware, and New York statutory
protection is afforded to minority stockholders in case the cor-
poration has consolidated with another. The Connecticut statute
may be briefly summarized as an example of such statutes. 4
The act provides that any stockholder in any corporation con-
solidating, who at the time of such consolidation objects thereto
in writing, may, within ten days after the agreement of consolida-
tion has been filed for record in the office of the Secretary of
State, demand in writing from the consolidated corporation pay-
ment of his stock ; and such corporation shall within three
months thereafter pay him the value of his stock at the date of
1 Stat.- ». McCullongh, 3 Nev. 202. 428 ; Law v. Rich, 47 W. Va. 634 ; 35 S. E.
Part III. Table 14, page 584. 858.
3 Mamma v. Company, 8 Pet. U. S. 4 Sec. 79, chap. 194, of the Session
281 ; Taylor v. Holmes, 14 Fed. Rep. 498; Laws of 1903.
Houston v. Jefferson College, 63 Pa. St.
58
CHAP. I.] DRAFTING THE CHARTER. § 47
such consolidation. In case of disagreement as to the value
thereof, such value shall he ascertained by three disinterested
persons, to be chosen, one by the stockholder, one by the directors
of the consolidated corporation, and the third by the two thus
selected ; and in case their award is not paid within thirty days
from this date it shall become a debt of said consolidated corpora-
tion and may be collected as such. Upon receiving payment of
the amount awarded, such stockholder shall transfer his stock to
the consolidated corporation, which shall dispose of it on the best
terms attainable. 1
§ 47. Incidental Powers, Definition and Enumeration of. — An
incidental power is one that is directly necessary or proper to the
execution of an express power, and not one that has a slight or
remote relation to it. 2 The term expresses those powers which
flow necessarily out of the exercise of the express powers con-
ferred by statute or by charter. 3
The exercise of a power that might be beneficial to the prin-
cipal business of the corporation is not necessarily incident to it. 4
The principal incidental powers may be enumerated as follows :
(1) power to make contracts ; (2) power to borrow money; (3)
power to give and accept customary evidences of debt ; (4) power
to mortgage or pledge real and personal property ; (5) power
of amotion.
The implied powers which a corporation has in order to carry
into effect those expressly granted, and to accomplish the pur-
poses of its creation, are not limited to such as are indispensable
for these purposes, but comprise all that are necessary in the
sense of appropriate, convenient, and suitable, including the right
of reasonable choice of means to be employed. Acts of a cor-
poration which if standing alone or engaged in as a business
would be beyond its implied powers, are not necessarily ultra vires
when they are incidental to or form part of an entire transaction
which in its general scope, is within the corporate purpose. The
validity of such a transaction i> (" if determined from its general
1 See Lanman v. Company, 80 Pa. St. 7'j* ; People v. Company, 17."> 111. 125 j 51
4'.'; Mowrey v. Company, i: Fed Caa. N B. 664.
No. 9891; i B Pittsburg, i I M Co '■. Bank, 2 Col. 248;
Ry. Co. v. Garrett, 500. St. 105; 34 N. B, Wrighl v Hughes, 119 [nd. 324; 21 N. B.
193 907
- Hood >■■ Company, 42 Conn. 112; ' Nicollet Nat. Bank o. Company, 71
People v Company, 130 111. 268 ; 22 N. B. Minn. 113 : 74 N. \V. 160.
59
§ 52 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART T.
character considered as a whole rather than by segregation into
individual parts and each regarded as distinct from the other. 1
§ IS. Power to make Contracts. — A corporation is a creature
of law, and may do any act or thing under contract the same as
natural persona might do, subject to the rights conferred on it by
the law of its creation or by its charter. 2 Where chartered in
one State for any purpose, it may lawfully make a contract in
furtherance of that purpose in any other State where not pro-
hibited by the laws thereof. 3
§ 49. Power to borrow Money. — The power to borrow money
in carrying out the purposes of the corporation's organization is
one of the incidental corporate powers. 4 In this connection it
may be said that the power to borrow money has been held to
imply the power to issue bonds. 5 However that may be, in addi-
tion to an enumeration in the statute of the power to borrow
money, a majority of the business corporation acts expressly
confer the right upon corporations to issue bonds. 6
§ 50. Power to give and accept Customary Evidences of Debt. —
This incidental power includes the right of corporations to make
notes or bills of exchange, to accept drafts and notes, and to draw
checks. 7
§ 51. Power to mortgage and pledge Real and Personal Property
— Every corporation has the incidental power to mortgage and
pledge its real and personal property in order to procure and
secure necessary loans to be made to the corporation. 8 It is
sometimes said that a corporation has power to pledge both its
issued and unissued shares. 9
§ 52. Power of Amotion. — The power of amotion has refer-
ence to the removal of officers and directors. The term " dis-
i C. 0. X. G. F. Co. v. Company, 60 6 See Part III. Table 14, p. 584.
Ohio, 96; 53 X. E. 711; Porter v. Company 7 Moss v. Averell, 10 N. Y. 449 ; Lucas
(Mont.), 74 Par. 938. v. Pitney, 27 N. J. Law, 221 ; Smead v.
2 Hand v. Company, 143 Pa. St. 408; Company, 11 Ind. 104; Strauss v. Com-
22 Atl. 7<>0 ; People v. Company, 70 N. Y. pany, 52 O. St. 59; Morris v. Cheney, 51
569 ; MacGinniss v. Company (Mont.), 75 111. 451.
p ac . 89. 8 State v. Company, 61 Kan. 547 ; 60
? - Hall v. Company, 91 Ala. 363; 8 Pac. 337; Farmers' Bank v. Company,
Sou. 348. 108 Ky. 447 ; 56 S. W. 719 ; Savings Trust
4 See Ward v. Johnson, 95 111. 215; Co. v. Company, 112 Fed. 693.
Wright v. Hughes, 119 Ind. 324; 21 N. E. 9 See U. Savings Ass'n v. Seligmau,
907. 92 Mo. 635; 15 S. W. 630; Burgess v.
5 Commonwealth v. Smith, 10 Allen Seligman, 107 U. S. 20; 2 S. Ct. 10.
(Mass.), 448; Smith v. Law, 21 N. Y. 296.
CO
CHAP. I.] DRAFTING THE CHARTER. § 53
franchisement " has reference solely to the deprivation of the
right to vote as against stockholders. 1 The right is delegated by
statute to the stockholders in fifteen of the Commonwealths. 2 In
the absence of such statute there is no power in the stockholders
to remove directors before the expiration of their allotted terms,
except for cause, provided such terms are fixed by statute. 3 *
It seems to have been the rule of the common law that every
corporation had an implied power to remove directors for cause
when their terms of office were not prescribed by statute. 4 In
New York it has been held that the power to remove directors
may be covered by by-law. 5
The main grounds which justify amotion where no statute
exists limiting the same, are the conviction of crime on the part of
directors, misconduct in office, and violation of statutory provi-
sions. 6 If the charter or statute provides steps which must be
taken to remove directors, such statute must be strictly followed. 7
In the exercise of this power the stockholders meet, charges must
be preferred, and the director removed by a majority vote. 8
Equity will not interfere in such matters in the absence of usurpa-
tion or gross negligence. 9
§53. The Modern Doctrine of Ultra Vires. — To define in a
general way the ancient doctrine of ultra vires is to say that a
contract of a corporation which is unauthorized by or in violation
of its charter, or entirely outside of the scope of the express
purposes of its creation or beyond the powers granted to it by the
charter or by statute, is void in the sense of being no contract at
all, because of a total want of power to enter into it; that such
contract will not be enforced by any species of action in a court of
justice; that being void ah initio, it cannot be made good by
ratification or by any succession of renewals, and that no perform-
ance on either side can give validity to the unlawful contract, or
form a foundation of any right of action upon it. 10
1 White v. Brownell, 4 Abb. I'r. \. s. M \h-x u. Taylor, 3 Salk. 231 ; R. E. <;.
162. ,-. Smith, 10 Wood, 74; 1 leLacej v. Com-
- See Part III Table 9, page 579. pany, I Hawka (N. C), 274; Pordy v.
■ Nathan v. Tompkins, 82 Ala 137; Ass'n (Mo Ap.), 74 S W I
28o. 717. » Baker». BackaB, 32 III. 79; Park ».
4 Fawcette v. Charles, 13 Wend. 473. Graul Locomotive Works, 40 X. J. Eq.
• Dongla n Company, 118 N.Y. 484; 114; 19 Atl 62; td. 45 X. J. Eq. 241,
28 X. I ; Ail. 162.
Ri Richardson, 1 Ban. 517. w See Thompson on Corporations, vol.
7 State v. Trustees, etc., 5 End. 77. v. £ 5968 , for history of doi trine of ultra
Gl
§53 ^CORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
The necessities of modern business and the arrival by the courts
at a better conception of the true relations governing the matter,
have brought about radical changes in the doctrine as here
stat rd. What we propose to do in this connection is to set forth
what may be termed "the modern doctrine of ultra vires.'" Pre-
liminary to this a statement should be made showing how the
doctrine of ultra vires originated, and how it came to be applied
from time to time.
In the early days corporations were created mainly for public
purposes, and it was in connection with quasi-public corporations
that the doctrine of ultra vires first originated. In view of this
fact, as has been well stated, there was no reason why the doc-
trine should ever have been applied to private corporations not
formed for public purposes. 1
The grounds of the old doctrine are stated by Judge Gray as
follows : 2 " That the charter of a corporation which contains its
grant of powers is a public statute, which all persons are bound
to take notice of and be governed by ; that the restraints thereby
established on the alienation of the franchises of the property of
the corporation are founded on considerations of public policy,
which neither the corporation nor any other persons can be
allowed to evade or disregard." In a later case, when sitting
on the United States Supreme Court bench, the same judge ob-
served : 3 " The reason a corporation is not liable on a contract
ultra vires are the interests of the public that the corporation
shall not transcend the powers granted ; the interests of the
stockholders that the capital stock shall not be subjected to the
risk of enterprises not contemplated by the charter, and therefore
not authorized by the stockholders in subscribing for the stock ;
the obligation of every one entering into a contract with a corpora-
tion to take notice of the legal limits of its powers."
Turning now to this statement, attention should be called to
those reasons which have aided a great majority of the courts in
evolving a new doctrine of ultra vires better suited to the condi-
tions of the present time. In the first place, except in the case
of what is known as " quasi-public-private corporations," the
3ee P>. G. L. Co. v. Claffy, 151 N. Y. 2 Richardson v. Sibley, 11 Allen, 65.
24; 45 X. E. 390. 3 Pittsburgh, etc. Co. v. Keokuk, etc.
i See Heunesey v. Mfohleman, 40 N. Y. Bridge Co., 131 U. S. 37 ; 9 S. Ct. 770.
Ap. Div. IT:. : 57 N. Y. S. 854.
62
CHAP. I.] DRAFTING THE CHARTER. § 53
public has no direct interest whatever in the nature of the powers
vested in them. Corporations are no longer created by special
act, except in a few cases, and it would be a poor rule which
would require a stranger to take notice of the contents of char-
ters not public and difficult to obtain. In modern times the
placing in articles of incorporation of a large number of purposes,
in some cases giving the corporation almost unlimited scope along
business lines, has practically removed the objections spoken of
above, to the effect that capital shall not be subjected to the risk
of enterprises not contemplated by the charter.
Turning now to the changes already referred to, as having taken
place in the doctrine of ultra vires, they may be stated in the
form of the following propositions : (1) " The claim that a con-
tract is void, because under the charter beyond the power of a
corporation is seldom recognized as a defence to an agreement
otherwise objectionable, and never where it would defeat the ends
of justice or become a shield against wrong ; " 1 (2) the doctrine of
ultra vires is not usually applied where the party setting it up has
received a benefit from the unlawful act relied upon as a defence ; 2
(3) where the most that can be said of a corporate act is that it
is an abuse of power, the State alone can act; 3 (4) the doctrine
that persons dealing with corporations are bound to take notice of
their power is now practically done away with by the application
of the doctrine of estoppel in the case of completed contracts.
Again, it should be carefully noted that by the fullest applica-
tion of the doctrine of estoppel where attempts have been made to
set aside' contracts on the ground that they wereultra vires of the
corporate powers, the courts have practically revolutionized the
doctrine as it once existed in this country. The doctrine of es-
toppel here referred to is of the character referred to by Lord
Den man in Pickard v. Sears, 4 where he Bays that where one by
his words or conduct wilfully causes another to believe in the ex-
istence "I a certain state of things, and induces him to act on that
belief bo as to alter his own previous position, the former is pre-
cluded from averring against the latter a different stale of things
as existing at the same time. By an extended application of the
i [nt. Trust Co v. Company, 70 N. H. ' Rector i<. Hartford Deposit Co., 190
118; 16 Ail. 1054 : B. II V I o. v. III. 380 60 N I
Hanley, 15 Utah, 506; 50 Pa. Si 611. ' 6 Ad. & El 169.
- Norl Bank, 61 N. II 589; Smith
v. Bank, 72 N. II 1.
G3
§58 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
doctrine laid down by Lord Penman, the courts hold that where
there has boon no express violation of the law the corporation is
estopped by its own contractor conduct from setting up, as a de-
fence to an action to enforce such contract, that it was not in the
power of the corporation to make it. So too the courts hold that
where a private corporation enters into a contract in excess of its
granted powers and has received the benefits of the contract which
the ol her parties acted upon, the corporation is estopped to repudiate
the contract on the ground that it was ultra vires. Repeatedly the
courts have held that where a contract with a corporation —
the making of which is beyond its chartered powers — has been
fully executed by both parties to the contract, neither of them
can assert its invalidity as a cause of action as against the other.
Again, it may be stated that where a corporation has acted in
excess of its granted powers or in the face of express or implied
statutory prohibition it is clear that there can be no objection
raised on that ground between it and a private party, for this can
only be raised by the State in a direct proceeding to forfeit the
franchises of the corporation. 1 Again, it may be stated that the
doctrine of estoppel, as well as the doctrines of ratification and
confirmation by acquiescence, apply under modern rules to ultra
vires contracts. 2
An Ohio court has divided unauthorized acts of a corporation
into two classes : (1) where it has no power to do what it promises
or to receive what is promised ; (2) where it has no power to do
what it promises but may receive what is promised. In each class,
it was said, if action is brought, one of three states of fact will
appear : («) where it has performed its promise, but the other
party has not ; (6) where the other party has performed, but it
has not ; (c) where neither party has done all that was promised.
In case 1 a the corporation cannot recover ; the contract has no
existence. In case 2 a the corporation may recover for perform-
ance if it has eliminated the ultra vires element and there is no
want of mutuality. In cases 1 b and 2 b what remains to be done
is ultra vires, and neither party can recover. In cases 1 c and
1 Union Nat. Bank v. Matthews, 98 Works Co., 44 Fed. 146 ; Linkauf v. Lom-
i21 ; Pullman v. Upton, 96 U. S. .328. bard, 137 N. Y. 417 ; 33 N. E. 472 ; Nims
Water Works Co. v. Low, 46 N.Y. v. School, 160 Mass. 177; 35 N. K. 776;
Sup. 633 : Woodruff v. Erie It. R. Co., 93 J. B. Farrell Company v. Wolf, 96 Wis.
N. V. 609 : Miller v. Am. Mut. Acci. Ins. 10; 70 N. W. 289; Smith v. Bank of New
I 92 Tenn. 167; Wood v. Corry Water England, 72 X. II. 4.
CHAP. I.] DRAFTING THE CHARTER. § 54
2 c neither party can recover because the contract is ultra vires.
Recovery cannot be helped by promises of the officers. Pure
assertion of law cannot give rise to estoppel. Nor is recovery
aided by the fact that a consideration was conveyed to an indi-
vidual as trustee for the corporation. 1
§ 54. Corporate Domicile. — Corporations, like individuals, must
have a place of abode. 2 As far back as Lord Coke's time a place
of abode was held to be of the essence of a corporation. 3 Unless
provided otherwise by statute, the rule at the present time is that
corporations to have any legal existence must have a home within
the boundaries of the State which creates it.
In the words of Justice McAdam in Kruse v. Dusenbury, 4 " A
corporation cannot become a tramp. It must have a domicile —
not in theory, but in fact — within the sovereignty which created
it. ... A corporation in the nature of things must have some
office or place of business in the State where it was incorporated,
so that creditors may know where to find it, that they may present
and if necessary prosecute their just demands. The statute con-
templates that such place of business shall exist not only in name,
but in fact ; for, if the corporation has no place of business in the
state where it was incorporated, it does not affect the charter,
but it cannot have branch offices elsewhere. Like a live tree, it
cannot consist of branches only, but must take root in its native
soil before it can extend its branches into other States."
Most of the States have statutes expressly requiring the main-
tenance of a domiciliary office within the State of the corporation's
origin, and failure to comply with this requirement renders the
charter of such corporation liable to forfeiture upon proper action
taken by the State. 5
Thus in Minnesota a charter was forfeited for the failure on the
part of the corporation to maintain a domiciliary office therein.
In this case, the court observed, " that independently of statute,
it is incumbent upon a private corporation to keep its principal
place of business, its bonks and records, and its principal offices in
1 Voe v. Association, 9 Bull. (Ohio) 194 Tex. BO; Stateu. Company, 45 Wis. 579 ;
- /// re Spring Valley Water Co., 17 Simmons v. Company, LIS N. C ii7; is
Cal.132 s. E. 117; State v. Company, 58 Minn.
8 See Sutton's Hospital Cases, 5 Coke's 830; 59 N. W. 1048; State v. Company,
Rep. 253. 59 Kan. 151 ; 59 Paci 122.
4 19 Wk. I)i. (N. V.) 201. ' set, v. P. & N L. Co., 58 Minn. 830 j
6 See X. & S. R. Co. o. People, I 17 III. 59 N. W. 1048.
234; 85 N. E. 608; State v. Company, 24
5 65
§ 5 I INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
the State where it is incorporated, to an extent necessary to Ihc
fullest jurisdiction and visitorial power of the State and its courts
and the efficient exercise thereof in all proper cases, and that a
forfeiture may be adjudged for a violation of this common law
obligation." 1 x
The authorities have on more than one occasion brought
actions to forfeit charters of corporations for failure to main-
tain domiciliary offices therein. 2
In the words of one court, a corporation "must have some
fixed office or place of business in the State where it is incor-
porated, so that creditors may know where to find it." 3 Again,
the object of naming the domicile is to fix the place for the
holding of stockholders' and directors' meetings, and to fix a
location for the books of the corporation where the stockholders
and creditors may demand an inspection thereof, if this right
is given to them by statute. 4 Another purpose is to fix the
venue of actions brought against a corporation where the law
requires that suits shall be brought in the county where the
defendant resides. In those States which have statutes expressly
authorizing a corporation to transact all of its business out-
side of the domiciliary State, this provision for a domiciliary
office is of the utmost importance.
A corporation cannot have two domiciles at the same time. 5
The domicile, residence, and citizenship of a corporation are in
the State from which the charter was procured. 6 The place of
residence is in the county where the principal office is located. 7
The principal office of a corporation and the place for the
transaction of its business arc not one and the same thing. A
corporation may have its office in one locality and transact its
business in another. 8
1 See also State ex rel. v. Company, 45 3 Kruse v. Dnsenbury, 19 Wk. Dig.
Wis. 579; Stickle v. Liberty Cycle Co. (N. Y.) 201.
(N. J.), 32 Atl. 708. * State v. Ity. Co., 45 Wis. 580.
2 See N. & S. R. Co. v. People, 147 111. 5 Bridge Co. v. Woolley, 78 Ky. 525.
234 ; 35 N. E. 608 ; State v. Company, 24 6 American, etc. Co. v. Johnston, 60
Texas, 80; State v. Company, 45 Wis. Fed. 503 ; Chafee v. Bank, 71 Me. 514.
579; Simmons v. Company, 113 N. C. 7 McSherry v. Company, 97 Cal. 637 ;
147; 18 S. B. 117; 22 L. It. A. 677; State 32 Pac. 711.
'■. Company, 58 Minn. 330; 59 N. W. 8 Van Etten v. Eaton, 19 Mich. 187;
1048; State v. Company, 59 Kan. 151; Kennett v. Company, 68 N. H. 432; 39
52 Pac. 422; Montgomery v. Forbes, 148 Atl. 585; Meredith v. Company, 59 N. J.
Mass. 249 ; 19 N. E. 342. Eq. 257 ; 44 Atl. 55 ; Harris v. McGregor,
29 Cal. 124.
66
CHAP. I.] DRAFTING THE CHARTER. § 56
§ 55. Board of Management. — A corporation without a re-
sponsible management is like a boat without oars, a ship with-
out sails. It must have certain recognized and duly appointed
agents to represent the stockholders in the management of the
company. These agents are generally known as a board of
directors, or less commonly as a board of trustees. Twenty of
the States require the names of the first board of directors to
be inserted in the certificate of incorporation, while of the re-
mainder nine require merely the number of directors to be
stated therein. Twenty-two of the States prescribe residen-
tial requirements for directors, while others require that all
directors shall be stockholders. The number of directors
required by the various business corporation acts vary from
an unlimited maximum to a minimum of one. 1
Where the statute requires the number of directors to be set
forth in the articles, the incorporators cannot name a number
less than the minimum required by law. 2 The power to have
and elect directors is inherent in every corporation, irrespec-
tive of statute. In fact, it is an essential feature of corporate
existence. 3
In the absence of express provision in the charter or by-laws
the management of the business of the corporation is vested in
the Board of Directors and not in the stockholders. 4 Failure
to name directors in the articles when the same is required
by statute will justify State officials in refusing to file arti-
cles. 5 Merely providing for executive officers in the articles
is insufficient. 6 The original directors named in the certifi-
cate of incorporation under direction of the incorporation act
are directors de jure, clothed with all the powers of the
corporation, and may exercise the same powers as though
elected by the stockholders. 7
6 56. capital Stock. — Capital stock is the fund of money or
other property fixed as the basis for conducting the business of
the corporation, and contributed by tin* corporators to the capi-
i See Part III. Table 1 1. page r ' Eakwright <-. Company, 13 bid. KM i
- Tnre Germania Sangerbund, 12 Penn. /« <• Association, 19 Penn. Co. Ct. Rep.
Co rt ,; M . 25 ; People v. Belfredge, :>^ Cal. 331.
. Tenrilligei w Company, 59 111 249; ' Bates '•. Wilson, 14 Col. 140; 24
Seed v. Company, 50 [nd. 342 ; Hurlbat v. Pac 99.
Marshall 62 Wis. 590; 22 N. W. 852. 7 Hamilton Trust Co. '■• Clemens, 168
* Dana v. Bank, .-> W. & 8. (Pa.) 247. N. Y. 423 ; 57 N. E. 014.
G7
8 56 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
fcal, and is usually represented by shares issued to subscribers
to the stuck on the initiation of the enterprise. 1 Capital stock
from another aspect is the security for creditors of the corpora-
tions, and entitles the owners thereof to participate in the man-
agement of corporate business and share in its profits and in its
surplus after payment of corporate debts. 2 Shares of stock, on
the other hand, are simply the muniments and evidence of the
holder's title to a given share in the property and franchises of
the corporation in which he is a member. 3 Frequently the words
"capital" and "capital stock" are used interchangeably to
express the property and assets of the corporation.
It is not altogether clear whether express authority to issue
shares of capital stock is necessary, yet it has been repeatedly
held that in order to increase or reduce the capital stock of
a corporation, legislative authority is necessary. The prevail-
ing view seems to be in favor of the necessity of legislative
authority. 4
In the absence of statutory or charter requirements neither
subscription for capital stock nor payment thereof is necessary
to corporate existence. 5 If the charter of a corporation does not
fix the amount of its capital stock, it must be fixed by the stock-
holders, or, with their consent, by the directors. 6 Stock can be
issued only by direction of the corporation. 7
In many of the Commonwealths the minimum amount of
capital stock which a corporation may have is fixed by statute.
Very few of the States limit the maximum amount of capitaliza-
tion. 8 To determine the amount of capital stock that a corpora-
tion has, preferred stock must always be included therein. 9 It
is not always an easy question to determine who are and who
1 Christensen v. Eno, 106 N. Y. 97 ; 12 Company, 74 Texas, 421 ; 2 S. W. 101 ;
N. E. 648. Stowe v. Flagg, 72 El. 397.
2 Jannev v. Bank, 98 Ala. 515 ; 13 So. 6 So. K. Ry. Co. v. dishing, 45 Me.
761. 524; State v. Bank, 95 Tenn. 221; 31
8 Mechanics' Bank v. Company, 13 S. W. 993.
N. Y. 599. 7 H. D. P. Ass'n v. Stevens, 34 Neb.
4 Cooke v. Marshall, 191 Pa. St. 315; 528; 52 N. W. 568; Hendrix v. Academy
43 Atl. 314; 196 Pa. St. 200; 46 Atl. of Music, 73 Ga. 437; State v. Company,
447; Detroit Chamber of Commerce 41 Ind. 151; Williams v. Hewitt, 47 La.
v. Gardner, 109 Mich. 691 ; 67 N. W. Ann. 1076 ; 17 So. 496.
897. 8 s ee p ar t HI. Table 5, page 575. See
r > McGinty v. Company, 155 Mass. 183 ; also Hughes v. Company, 34 Md. 316.
29 N. E. 510; Jefferson Nat. Bank v. 9 State v. Company, 16 S. C. 524.
68
CHAP. I.] DRAFTING THE CHARTER. § 57
are not stockholders. The question must usually be determined
by the particular facts of each case. 1
Sometimes the incorporation act requires the articles to state
the time when and the manner in which stock shall be paid for.
It is sufficient in this connection to say, for example, that the
stock shall be paid for in cash, and that no certificate of stock
shall issue until such payment is made. 2 The statement may
be broadened if desired by setting forth in the articles that the
stock shall be paid for in property, at such times and of such
a character and with such notice to the subscribers as the
directors shall deem for the best interests of the corporation. 3
Where the statute requires the amount of the capital stock to
be stated, it has been held sufficient to simply state the number
of shares and the par value of the same. 4
§ 57. Limitations upon Amount of Capital Stock. — As has
already been observed, the great majority of the incorpora-
tion acts provide that the amount of capital stock which the
corporation is to have shall be fixed in the articles of incor-
poration. This is the usual and often the only limitation on
the amount of capital stock which any particular corporation
is authorized to have. However, in fourteen of the Common-
wealths the minimum capital stock of all corporations is fixed
by statute, while in three of them the maximum capitalization
is also prescribed. 5
In this connection the words of the court in Barry v. Mer-
chants Exchange Co. 6 are peculiarly instructive. In that case
Chancellor Sanford observed: "That the capital stock of a
corporation is the aggregate amount of the funds of the cor-
porators which are combined together under a charter, for the
attainment of sonic common object of public convenience or
private utility. This amount is fixed in the act of incorpora-
tion. It is thus limited, in reference to the convenience of the
Intended corporators, and for tin' information and security of
the public at Large. To the corporators it prescribes the amount
and the subdivisions of their respective contributions to the com-
' Bee O'Brien >•. Fulkerson, ::. Mich. 4 Buffalo, etc. By. ('•>. <•■ Hatch, 20
554; 42 N. W. 979. N V. I. ".7.
-' N.O. By. Co. r. Frank, 89 La. Arm. - See Pari III. Tahle 5, page 575.
707 ; -i So. 310. 6 1 Sum. CMau. (N. V.) 280.
:; See Baltimore, etc. Telephone Co. v.
( lompany, .'{7 La. Aim. 883.
G9
£ 59 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
mon fund ; the voice which each shall have in the control and
management ; and the apportionment of the profits of the enter-
prise. To the community it announces the extent of the means
contributed and forming the hasis of the dealings of the corpo-
rate body, and enables every man to judge of its ability to meet
its engagements and perform what it undertakes. And when the
statute requires the stock to be paid in before the corporation
can transact business, security to those contracting with it is
thereby superadded to the information of its resources. These
objects for the public benefit are such as the legislature had in
view in limiting the amount of capital stock, and requiring a
specified sum or proportion to be paid in. One other considera-
tion dictates the amount thus fixed. This is the probable and
reasonable extent of the means requisite to the accomplishment
of the end proposed, qualified in many cases by the unwilling-
ness of the legislature to create these artificial beings with an
undue amount of capital."
§ 58. Par Value of Capital Stock. — In thirty-six of the
States the par value of the shares of the capital stock may
be any amount. In the remainder the par value is limited
by statute. 1 Where the corporation act does not require that
the number and par value of shares be set forth, the presumption
is that the legislature intended that this should be fixed by the
stockholders of the corporation at the organization meeting. 2
The matter may be entrusted by the stockholders to the directors
if desired. 3
The question sometimes arises as to whether changing the par
value of shares without increasing or decreasing the capital
stock constitutes such a "variation" therein as to come within
the statutory prohibition forbidding such variation without leg-
islative authority. The prevailing rule seems to be that such
variation may be made only by conforming to the statute (if any
exists) authorizing amendments to the charter in this regard. 4
§ 59. Amount of Stock Subscriptions. — Unless made SO by
statute, no subscription, in whole or in part, of the capital stock
of a corporation is necessary, either to the validity of a corpora-
1 See Part III. Table 6, page 576. 3 Commonwealth v. Company, 52 Pa.
2 S. & K. R. Co. v. Cushing, 45 Me. St. 506.
524; State v. Bank, 95 Tenn. 221; 31 4 C. C. Ry. Co. v. Allerton, 18 Wall.
S. W. 'J'JS. 233; Seignouret v. Company, 24 Fed. 332.
70
CHAP. I.] DRAFTING THE CHARTER. § 59
tion's existence or to its right to transact business. 1 The rule,
however, that exists in this country to-day is doubtless opposed
to the common law rule on the subject. 2 The States of Wash-
ington, Illinois, and Missouri require subscriptions to the full
amount of the authorized capital stock. 3
Fourteen of the Commonwealths require the amount of stock
subscribed for by each incorporator to be set forth in the arti-
cles, while others require the amount of stock with which the
corporation will commence business to be stated. A few pre-
scribe that the amount of stock actually subscribed shall be set
forth. 4 Sometimes provisions are found requiring the residences
of subscribers to the capital stock to appear in the articles. 5
Any person capable of contracting may subscribe for stock or
become a stockholder. This includes aliens, married women,
and corporations. 6 Subscriptions for stock must be made
through commissioners where the law so provides. 7 But even
where such subscriptions are made through parties other than
commissioners contrary to the statute, such subscriptions may
be afterwards ratified by the proper party. 8
Occasionally attempts are made to limit by charter provisions
the amount of stock which may be owned by any one stockholder.
Such provisions are generally held void, as not called for by the
governing statute. 9 An important question that arises in con-
nection with the general subject of stock subscriptions, amount
of stock paid in, and amount of capital with which the corpora-
tion may begin business, has reference to the effects which follow
a failure on the part of the corporation to comply with such
statutory requirements. In general, it may be said that the
penalties which follow a failure to comply with such provisions
are generally along the following lines:
First, they afford a basis for an action to be brought by the State
1 Livesey v. Company, 5 Neb. 50; Cal. 201 ; L. 0. A. Ky. Co. v. Mason, 16
Johnson v. Kesaler, 76 [a. 411; n X. W. N. Y. 451.
r>: ; s. F. .\. Bank '-. Almy, 117 Mass. " See Bteinmetz v Company, 57 End.
476 ; Minor v. Bank, i Peters (U. 8 ). 16 . 157.
7 L. E. 17; Schenectady, etc. Plank Road ■ Dnblin,etc. Ky. Co. v. Black, L. R.8
Co ,■ Thatcher, LI] \ V. 102, Exch. L81 ; Cork, etc. Ry. Co. <•. Caze-
2 Schloss v. Company, «7 Ala. 411 ; 6 nove, L R 10 Ad. >< EL 985.
Bo. 860. ' Slmriz v. Company, 9 Mich. 269.
■ Denny Hotel Co. v. Schram, 6 Wash ' Walker v. Company, 34 Misc. (N. V )
134; 89 Pac. 1002. 245.
* See Buffalo, etc. Ry. Co. >■. Batch, ' O'Brien v. Cnmmings, 18 Mo. Ap.
20 \. Y. 157; People v. Chambers, 12 197.
71
£ 60 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
looking to the forfeiture of the charter. Secondly, they some-
times result in rendering the incorporators liable as co-partners,
the courts holding that by failing to comply with the statute
they have forfeited their right to immunity from individual
liability for what would otherwise be distinctively corporate
debts. Thirdly, in some jurisdictions a penalty is prescribed
liv statute making directors and officers liable for all debts con-
tracted before the statutory requirements above referred to have
been complied with.
It goes without saying that corporations cannot legally issue
stock in excess of their authorized capitalization. 1 However,
this does not mean that bona fide purchasers of such shares are
without remedy, for ordinarily in such cases both the corpora-
tion and its officers are liable. 2
§ 60. Amount of stock paid in. — It has already been ob-
served that neither the subscription to nor the payment of the
whole amount of capital stock authorized by the charter is a
condition precedent to the legal existence of the corporation
unless it is made so by a governing statute. Ordinarily, it
merely goes to the right to transact business, without subjecting
the directors or the corporate officers and agents to personal
liability. 3 However, in some few of the States the corporation
acts provide that before the corporation may commence busi-
ness a certain percentage of the capital stock shall be paid in. 4
Where the articles fail to so set forth the amount of stock paid
in as required by statutes, this does not affect ipso facto the
legality of the corporation's existence, but it is a matter which
can only be taken advantage of by the State in quo warranto
proceedings. 5
Statutory payments must be made in the manner and time
provided by statute, and they must be paid in in good faith. 6
1 Mechanics' Bank v. Company, 13 Music, 73 Ga. 437 ; K. C. H. Co. v. Hunt, 57
N. Y. 599; Scovill v. Thayer, 105 U. S. Mo. 126; Tradesmen Publishing Co. w.
143. Company, 95 Teun. 634; 32 S. W. 1097;
2 N. Y. N. H. R. Co. v. Schuyler, 34 Ag. Bank v. Burr, 24 Me. 256 ; Y. R.
N. Y. 30 ; Moores v. Bank, 111 U. S. 156 ; L. N. Co. v. Company, 72 Fed. 62.
4 S. Ct. 345. 6 McLaren v. Pennington, 1 Paige
3 D. S., etc. Co. v. Attorney-General, (N. Y.), 102; People v. Chambers, 42 Cal.
2] (an. Sup. Ct. 72; S. P. R. Co. v. 201; State v. Company, 3 Hump. (Tenn.)
Thatcher, 11 N. Y. 102. 305; People r. City Bank, 7 Col. 226; 3
4 See Part III. Table 6, page 576. Pac. 214 ; People v. Bank, 129 111. 618 ; 22
I. P. II. Co. v. Vaughan, 14 N. Y. N. E. 288 ; Hammond v. Strauss, 53 Md. 1.
546. See also Hendrix v. Academy of
72
CHAP. I.] DRAFTING THE CHARTER. § 62
Failure to state, in the affidavit relative to the amount of stock
paid in, that such payments had been made in good faith to the
directors is not fatal, as the bona fides of the transaction will be
implied. 1
§ 61. Amount of Stock with which a Corporation may begin
Business. — Some few of the States require that the amount of
capital with which a corporation will begin business shall be
set forth in the articles. In some cases, as in New Jersey and
New York, the minimum amount is prescribed by statute. The
failure, however, to actually pay in the prescribed amount of
capital stated in the articles will not operate to destroy the
corporate existence. 2
§ 62. Duration of Corporate Existence. — At one time there
was a tendency on the part of the States to limit the duration of
corporate existence of corporations to a definite period in the
supposed interest of the public. 3 At the present time in
twenty-six of the Commonwealths perpetual charters may be
procured under the business corporation acts in force therein.
In the remaining States the periods vary from one hundred
years to twenty. 4 Even in these States provision is made for
extension of corporate existence by complying with the statute
in such case made and provided. 5
The phrase "perpetual succession " has been held not to be
equivalent to perpetual existence. 6 The naming of a period of
corporate existence in the charter in excess of that permitted by
law will not render the charter void, but the corporate existence
will not be continued beyond the statutory period. 7
It is scarcely necessary to say that the continuance of active
corporate existence during the entire period limited by the
charter is not binding upon the corporation. 8 A difficult ques-
tion often arises when the corporation attempts to continue its
active business as a corporation and to perform its corporate
1 Buffalo, etc. By. Co. v. Hatch, 20 ■ 8ee post, sec. 120.
N. V. L57. '■ Fairchild <. Association, 71 Mo. 526;
2 Staunton Copper Mining Co. v. State ex rel. Walker '•. Payne, L29 Mo.
Thurmond, 7 Mo. Ap. 587; Hammond v. 468; 31 8. W, 797.
StraosB, 58 Md I ; State v. Webb, 97 Ala. I ople v. Cheese man, 7 Col. 876 ; .'{
Ill; 12 So. 377. Pac. 716; Hngbes v. Company, .'(4 Mil.
ith r. Company, 58 N J. Eq. 381; 316 See also Buffalo, etc, tty. Co. <•.
13 Atl. 567 ; State ex rel. Walker v. Payne, Hatch, 20 N. Y. 157.
129 Mo, 168; •".i S. W. 7'.»7. In - Company et al., :.".» Wk. L.
* See Pari HI. Table 13, p BuL (Ohio)
73
§ 04 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
functions after the expiration of its charter. Ordinarily this
is a matter which concerns the State alone. 1 Under such cir-
cumstances, in order to protect third parties, the courts recognize
such corporations as corporations de facto on the ground that
there is clearly authority for their attempting to act as cor-
porations. 2 Many courts of high authority have held that a
corporation is dissolved and ceases to exist when its charter
expires. 3 In many States there are statutes permitting corpo-
rations to exist as such for certain purposes after the expiration
of their charter. 4 The purpose of such statutes is to grant to
the corporation time to close up its corporate affairs. It has
been held that the object of such statutes is not to limit
but to enlarge corporate privileges so that the corporation
may continue active business throughout the whole charter
period. 5
§ 63. Date of Annual Meeting. — In Alaska, Arizona, Dela-
ware, Iowa, Minnesota, Nebraska, and Utah the corporation acts
require that the date of the annual meeting of the corporation
be inserted in the articles. Such provisions are to be regarded
as directory rather than mandatory, and their legal effect is es-
sentially the same as if such provision was merely made in a
valid by-law of the corporation. In Arkansas, Louisiana, and
Tennessee the date of the organization meeting must appear in
the certificate of incorporation. 6 Even when the statute requires
that the directors shall be chosen at the annual meeting, this
has no reference to the election of the first board at the organi-
zation meeting. 7
§ 64. Limitation upon Corporate Indebtedness. — In the absence
of constitutional or statutory provision, there are no limita-
tions imposed upon corporations with respect to the amount of
indebtedness which they may incur. 8 The whole extent of cor-
porate credit is measured and controlled by its capital. The
laws of trade have placed more efficient barriers than the State
1 Bushnell v. Company, 138 111. 67 ; 27 6 Berwick v. Company, 39 Mich. 701.
N. E. 596. 6 Hughes v. Parker, 20 N. H. 58 ;
2 Miller v. Company, 31 W. Va. 836; Beardslcy v. Johnson, 121 N. Y. 224; 24
8 S. E. GOO. N. E. 380.
: Bradley v. Reppell, 133 Mo. 545; 7 B. A. M. Co. v. Moring, 15 Gray
32 S. W. 645; Sturges v. Vanderbilt, 73 (Mass.), 211.
N. Y. 384. 8 Barry v. Company, 1 San. Chan.
* See Part III. Table 17, page 587. (N. Y.) 280,310.
74
CHAP. I.] DRAFTING THE CHARTER. § 66
legislatures to the power of corporate borrowing. In Alaska,
Arizona, Florida, Iowa, Minnesota, and Nebraska, the incor-
poration acts require that the maximum amount of indebtedness
which the corporation may incur shall be set forth in the articles
of incorporation.
In twenty-two of the Commonwealths statutes, either expressly
or by implication, prescribe the amount of indebtedness which
corporations may incur. 1
When the phrase " implied limitation upon corporate indebted-
ness " is used, reference is had to that not uncommon form of
limitation where directors or stockholders are made liable for
corporate debts in case the corporate indebtedness exceeds a
certain definite amount. 2
§ 65. Exemption of Stockholders from Personal Liability. —
While there is no common-law liability imposed upon stock-
holders for corporate debts, nevertheless parties may lawfully
contract to any extent they see fit as to their own personal lia-
bility for such indebtedness. 3
In order that stockholders may avoid personal liability for
corporate debts it is necessary in Arizona, Delaware, Iowa,
Kentucky, Louisiana, Mississippi, Nebraska, and Utah, to
insert provisions in the certificates of incorporation expressly
exempting stockholders from such liability.
§ 66. Adoption of By-Laws by Directors. — In a large number
of the States and Territories the incorporation acts expressly
provide for delegation of power to directors to make, alter, or
repeal by-laws. 4 In many of the States in order that the cor-
poration may have this power it is necessary to insert provision
therefor in the charter. 5 Unless the power to make, alter, or
repeal by-laws is thus delegated to the board of directors, it can
only be exercised by the stockholders. 6
1 See Part III, Table 12, page 582. :| London, etc Rank v. Parrott, 125
See also Commonwealth v. Company, 129 Cal. 472; 58 Pac. 164; Lillard v. Com-
105 l- AM n t ;(). II. Mfg. Co. v. pany, 14 Tex. Cir. Ap. 67; 86 8. W. 792;
Canney, '>i N. B. 295; Thornton v. Bal- Tidioute 8av. Hank v. Libbey, 101 Wis,
com, B5 [a 198 ; 52 \. W. 190; Bener v. 193; 77 N. W. 182.
Carmichael, 82 [a. 288; 47 N. W. 1034 ' Bee Pari III , Table 12, page 582.
■ Tallmadge o. Company, t Barb. '■ Cahill v. Company, 9 Dong. (Mich.)
(N.Y.J382; Allison v. Company, 87 Tenn. 128; Beintzelman ». Association, 38 Minn.
60 9 8. W. 226; Sweney v. Talcott, 85 138; 36 N W ; Bank of Bolly Springs
la. io.T: 52 N W. 106 ; Gnnther v. Com- v. Pinson, 58 Miss 121.
pany, 107 Ky. 44; 52 S. W r ' Morton Gravel Road v. Wysong, 51
75
3 [NCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
^ 67. Provisions for the Regulation of the Internal Affairs of the
Corporation. — In a number of tlic States statutory authority is
to be found for inserting in the articles of incorporation any
provisions that may be desired relative to the regulation of the
business, and for the conduct of the affairs of the corporation,
creating, defining, and limiting the powers of the corporation,
the officers, and the stockholders. 1 Under such authority the
clauses which are usually inserted are the following : giving the
directors power to sell all the business of the corporation as
an entirety ; the power to sell entire corporate property at the
request of a majority of the stockholders; giving the right to
directors to make and alter by-laws; giving the power to direc-
tors to borrow money upon bond and mortgage without authority
therefor being first given by the stockholders ; power to appoint
additional vice-presidents and assistant secretaries and treas-
urers; to declare dividends; to reserve and fix working capital;
to appoint an executive committee from the board of directors;
giving stockholders power to remove directors; giving power
to create a lien upon stock for indebtedness due company from
stockholders; provision for the examination of books by the
stockholders, and in connection therewith power to insert
private publicity clause; to provide for cumulative voting and
limiting the power to vote; reservation of power to change
provisions in the articles of incorporation; power to create
preferred stock.
§ 68. Miscellaneous Provisions Relative to Contents of Articles
of incorporation. — It would be impossible to enumerate all the
peculiar provisions under the several business corporation
acts which exist in the various States. Among those not
already referred to are the following: Statement of the amount
of stock subscribed for by the incorporators; a list of all
parties who have subscribed for stock as preliminary to
incorporation. 2
In setting forth the subscribers to the capital stock it is
sufficient to use above the first name the words "names,"
Lid. 4; N. M. T. S. Co. v. Bishop, 103 2 Chester Glass Co. v. Dewey, 16 Mass.
Wis. 492 ; 79 N. W. 785 ; In re A. A. 94 ; C. V. & P. Co. v. Secretary of State,
Griffing Iron Co., 63 N. J. Law, 168,357 ; 128 Mich. 62; 87 N. W. 901; J. N. Bank
41 At] 931; 46 Atl. 1097. v. Company, 74 Tex. 421; 12 S. W.
1 See Part III. Table 10, page 580. 110.
70
CHAP. I.] DRAFTING THE CHARTER. § 69
"residences," "shares," and then immediately follow the
same with the names of the subscribers to the capital stock. 1
Among other provisions are those requiring the naming of an
agent upon whom service of process upon the corporation may
be served ; 2 another, a statement of the manner of conducting
the business of the corporation. 3 A number of the States
require the names and residences of the incorporators to be
set forth in the articles. 4 Sometimes it is necessary to secure
the approval of the Attorney-General to the form and contents of
the articles. 6
§ 69. Construction of Charter. — Under the liberal provisions
of the modern incorporation acts, the articles drawn thereunder
necessarily assume, by the sole action of the incorporators,
numerous powers, many of which have been heretofore of a
public character, affecting the interests of the public very
largely and very seriously. The Supreme Court of the United
States has taken the view that, for the reasons just given, these
articles do not commend themselves to the judicial mind as a
class of instruments requiring or justifying any very liberal con-
struction. That court has said in this connection, that where
the question is whether they conform to the authority given by
statute in regard to corporate organization, it is always to be
determined upon a just construction of the power granted to
them with a due regard for all other laws of the State upon that
subject. 6
In construing charters the following rules seem to govern the
courts : First, the intention of the legislature must be given due
weight. 7 Second, due consideration must be given to the policy
of the State with reference to such matters as evidenced by the
character of legislation. Third, all ambiguities in the terms of
the articles of incorporation must be construed against the
corporation in favor of the public. 8 Fourth, words should be
given their ordinary meaning. 9 Fifth, the construction given
1 Vawter V. Franklin College, 53 Ind. « Or. Ry. Co. v. Or. Ry. Co., 130 U. S.
1 ; 9 S. Ct. 409.
2 Johnson v. Masons' Lodge, 21 Ky. 7 Union Nat. Rank v. Matthews, 98
L. R. 493 ; 51 S. W. 620. U. S. 621.
8 State v. Association, 29 0. St. 399. 8 A. L. & T. Co. v. Company, 157 111.
4 Steinmetz v. Company, 57 Ind. 457; 041 ; 42 N. B. 153.
State v. Foulkes, 94 Ind. 493. ' Biker v. Leo, 133 N. Y. 519 ; 30 N. E.
5 See Field v. Cooks, 16 La. Ann. 598.
153.
77
§ 09 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I".
the charter must always be reasonable. 1 Sixth, where the
Language of the certificate as to corporate purposes and powers
permits of two constructions, that the more favorable to the
State is to be adopted. 2
1 Black r. Company, 22 N. J. Eq. 130 ; a Bridge Co. v. Ferry Co., 29 Conn.
Wheeler, etc. Co. v. Company, 14 Wash. 221.
630; 45 Pac. 316; Nat. Bank v. Com-
pany, 41 O. St. 1.
78
CHAP. II.] PROCURING THE CHARTER. § 71
CHAPTER II.
PROCURING THE CHARTER.
§ 70. Signing the Articles. — With but few exceptions the
business corporation acts of the various Commonwealths provide
that the articles shall be signed by the incorporators. 1 It is not
requisite to the validity of such articles that they be signed
within the State from which the charter is procured. 2 The arti-
cles may be drawn on separate sheets, the last one of which only
need be signed by the incorporators. 3 If the incorporator is
unable to write he may sign the articles by his mark. 4 The full
name need not be signed. 5
If seals are required by statute they must be used. 6 The use
of a power of attorney to sign articles would probably not be
sanctioned where the statute calls for additional matters which
are necessarily personal in their nature. 7
§ 71. Acknowledgment of Execution of Articles. — With some
few exceptions, the incorporation acts of all the States require
that the articles of incorporation shall be acknowledged by the
incorporators, before some officer authorized by law to take
acknowledgments of deeds. There must in all cases be a proper
number of acknowledgments. 8 Where the statutes designate
some particular officer to take the acknowledgment, the charter
is voidable if taken before any other official. 9 A failure, on the
part of the officer taking the acknowledgment, to certify that the
1 State v. Critchett, 37 Minn. 13 ; 32 No. 5816; Warner v. Callender, 20 0. St.
N. W. 7^7; People v. Company, 97 Cal. 190.
276; 32 I'ac. 236; Hnghes v. Company, : In re Charter Acknowledgment, 28
34 Md. 316; \V. II. & L. Ash'u v. Cole- Pa. Co. Ct. Rep. 187.
man, 89 Pa. St. 428. 8 People v. Company, 97 CaL 276 ; 39
a Humphreys v. Mooney, 5 Col. 282. Pac. 236; Hughea v. Company, 34 Md.
8 Sec L <>." A. & N. By. Co. v. Mason, 316; Doyle v, Mizner, 42 Mich. 332; 3
16 N. V 151. N W. 968; Kaiser v. Bank, 56 la. 104; 8
4 Trustee, etc. v. Campbell, 46 La. Ann. N. W. 772; State v. Critchett, 37 Minn.
1543; 21 80, 184. 18; 32 X. W. 787.
6 State 0. Beck, 81 End. 500. telda v. Company, 94 Tenn. 123,
Griffen v. Company, Fed. Cases, 2« S W.668;8tate» I .210. St. 662;
Simmings v. Association, 26 O. St. 483.
79
§72 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
incorporators wore personally known to him will not invalidate
the incorporation proceedings. 1
Even where the statutes require the organization meetings to
be held within the domiciliary State, it is not necessary that the
articles be signed and acknowledged therein. 2
The omission of immaterial parts of the acknowledgment does
not operate to render the incorporators liable as partners. 3 In
order to entitle articles to be filed with the proper State official,
they must be signed and acknowledged in all respects as required
by law. 4
§ 72. Publication of Articles. — In ten of the Commonwealths
the law requires that either the petition for a charter or the
charter itself or the substance thereof shall be published for a
prescribed length of time. 5 The original theory upon which such
requirements are based appears to have been that the creation
of a corporation should be attended with all possible publicity,
in order that all the world might acquaint itself with the fact
that it is dealing with a corporation and not with a natural per-
son. 6 At the present time the legislatures seem to proceed on
the basis of furnishing the newspapers with additional paid
matter on the theory that they need it in their business.
However that may be, it still remains true that the statutes
governing publication of articles must be substantially com-
plied with, otherwise the charter may be declared void at the
instance of the State. 7
Sometimes due publication of articles carries with it immu-
nity from personal liability. 8
It has been held that the publication of more than the law
requires will not invalidate the legality of the publication. 9
1 People v. Cheeseman, 7 Col. 376; Bigelow v. Gregory, 73 111. 197; Field v.
3 Pac. 716. See also Boston Acid Mfg. Cooks, 16 La. Ann. 153; Hunt v. Salis-
Co. v. Moring, 15 Gray (Mass.), 211. bury, 55 Mo. 310; Indianapolis Min. Co.
2 Humphreys v. Mooney, 5 Col. 282. v. Herkimer, 46 Iud. 142; Holmes v.
3 Stout v. Zulick, 48 N. J. L. 599 ; Gilliland, 41 Barb. 568 ; Davenport Nat.
7 Atl. 362. Bank v. Davis, 43 la. 424 ; 15 N. W. 865.
4 Doyle v. Mizncr, 42 Mich. 332 ; 3 8 Davenport Nat. Bank v. Davis, 43 la.
N. W. 968; Montgomery v. Forbes, 148 424; 15 N. W. 865. See, however, Clark
Mass. 249; 19 N. E. 342. v. Richardson, 17 Ky. Law Rep. 514 ; 31
6 See Part III. Table 7, page 577. S. W. 878; Wing v. Slater, 19 R. I. 597;
6 See In re Church, etc., 14 Phil. 121 ; 35 Atl. 302; Heinig v. Company, 81 Ky.
Seaton v. Grimm, 110 la. 145; 81 N. W. 300; 5 Ky. Law Rep. 281.
225. 9 In re Sowego Water Co., 38 W. N. C.
7 Clegg v. Company, 61 la. 121 ; 15 (Pa.) 148.
N. W. 865 ; Thornton y. Balcom, 85 la. 198 ;
80
CHAP. II.] PROCURING THE CHARTER. § 75
§ 73. Affidavit as to Stock Subscriptions. — The laws of
Florida, Georgia, Illinois, Kansas, Michigan, Missouri, Ohio,
Oregon, Pennsylvania, South Carolina, Texas, Utah, Vermont,
and West Virginia require in addition to the ordinary ac-
knowledgment of the execution of the articles, that the same
be accompanied by an affidavit showing that the amount of stock
required by law as a preliminary to doing business as a corpo-
ration has been duly subscribed. 1 The same matter appears
in the certificate of organization required in Arkansas, Con-
necticut, Indian Territory, Maine, and Virginia.
On the other hand, the incorporation acts of Alabama, Cali-
fornia, Delaware, Idaho, Kentucky, Nevada, New Jersey, New
York, North Carolina, Ohio, Virginia, and Washington merely
require that the amount of stock subscriptions be set forth in the
articles.
As to the content of the affidavits as to stock subscriptions, it
is sufficient if they serve to show clearly that the statute rela-
tive to the same has been substantially complied with. 2
Unless the statute designates some officer before whom such
affidavit be sworn to, it may be made before any officer authorized
to administer oaths and to certify to the same. 3
^ 74 Anti-Trust Affidavit. — Some few of the States — such, for
example, as South Dakota, Missouri, and Illinois — require either
of the incorporators before organization or of certain designated
officers of the corporation after organization that they certify
and make oath to the effect that the corporation is organized for
the transaction of a lawful business and not for the purpose of
enabling the corporation to violate the provision of the anti-trust
act in force in that particular Commonwealth. Just what prac-
tical purpose the requirements here referred to serve it would
be difficult to say. In its practical operation it. is usually a mere
formality, and has, so far as observation goes, seldom served any
useful purpose. 4
§ 75. Special Requirements in Particular States. — Owing to
the varied requirements existing in tie' several States ami Terri-
tories relative to the steps necessary to procure charters under
1 People ". Company, i:> Cal. 306. 1 1 St. 668 ; r> N. E. 938 ; People <•. Com-
2 People u. Company, 45 Cal. 306 j B. pany, 121 N. V 582; 24 N I 834; State
& T. Ry. Co. v. Hatch, 20 N. V i r >7. v Standard oil Co., 49 O. St. 137; 30
a Wood o. Bank, 9 Cowen, 194 N- E. 279.
« See Ohio St. Iiy. Co. v. State, 49
6 81
§76 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
the laws thereof, it will be impossible to do more than merely
refer to a few of these requirements not already discussed.
Under the statutes of some of the States it is necessary before a
charter can issue that the capital stock cither be subscribed for
in whole or in part. 1 In others it is necessary that all or part
of the authorized capital stock be actually paid in. 2 However,
in many of the States it is not necessary that the capital stock be
subscribed for as a condition precedent to corporate existence. 3
Some of the States require that the certificate shall show the
amount of the capital stock, the amount actually paid in, and
that it shall give the names and residences of the shareholders,
and the amount of stock which each has subscribed. Where
such provisions exist substantial compliance therewith is essen-
tial to the creation of a de jure corporation. 4
Sometimes incorporation acts require that the certificate shall
state the maximum amount of indebtedness which the corpora-
tion is authorized to incur. 5 In Indiana the articles must contain
an impression or description of the seal. 6 In Georgia charters
are issued by the courts upon petition therefor. Here as well as
in other cases the statute governing the matter must be substan-
tially complied with. 7
In some States the law requires that the certificate shall set
forth the name and location of the principal place of business of
the corporation. Such provision must be substantially complied
with. 8
In Pennsylvania, where the incorporation act required the
application for a charter to show the place of business of the
proposed corporation, and the application merely stated location
of its office, it was held insufficient. This for the reason that a
corporation may have its office in one place and its place of
business in another. 9
§ 76. Powers of State Officials Relative to Accepting or Reject-
ing Articles. — Where the statute either expressly or by implica-
i J. C. G. Company v. Dwight, 29 • See Vawter v. Franklin College, 53
N. J. Eq. 246 , Boyd v. Company, 90 Pa. Ind. 88.
St. IRQ. 7 Van Pelt v. Association, 79 Ga. 439 ;
2 People w. Chambers, 42 Cal. 201. 4 S. E. 501 ; In re Deveaux, 54 Ga. 637.
8 See ante, sec. 2. 8 Montgomery v. Forbes, 148 Mass.
4 Hendrix v. Academy, 73 Ga. 437 J 249; 19 N. E. 342; Ex parte Spring
Boiling i-.Le Grand, 87 Ala.482; 6 Sou.332. Valley Works, 17 Cal. 132.
6 Sweney v. Talcott, 85 la. 103 ; 52 9 In re Enterprise Mutual Benefit
N. W. 106. " Ass'n, 10 Pa. 380.
82
CHAP. II.] PROCURING THE CHARTER. § 76
tion bestows upon State officials the duty of examining articles
of incorporation and passing upon their legal sufficiency and
authorizes State officials to certify that the incorporators have
become a corporation, then the issue of such certificate becomes
an adjudication that the corporation has been duly formed until
the State has vacated the charter by proper proceedings taken in
the courts. 1 Usually this duty is bestowed upon the State depart-
ment which is a branch of the executive, and cannot therefore
pass upon questions which are purely judicial. 2 It is confined to
an examination as to whether the purposes of the proposed cor-
poration are legal on their face and whether conditions precedent
have been complied with so that a charter should properly issue. 3
The main points to which State officials should address them-
selves in passing upon corporation papers presented to them are
as follows : (1) Have the requisite number of incorporators
signed the articles of incorporation ? (2) Have the articles
been properly acknowledged by the incorporators ? (3) Is the
corporate name mentioned in the articles one that can be law-
fully used by the proposed corporation ? (4) Have the statu-
tory requirements relative to the contents of the articles of
incorporation been substantially complied with? 4
Generally speaking, permission to file charters may be refused
upon the following grounds: If the name of the proposed
corporation is identical or closely resembles that of an existing
corporation, the State officials may exercise their discretion and
refuse to pass the charter. 5
It has been held, however, by a court of excellent authority
that a statute prohibiting the corporation from assuming a name
in use by any other organization or so closely analogous to it as to
mislead the public is designed to protect domestic corporations. 6
' Boyce v. M. E. Church, 46 Md. 859 ; Charter St. L. Ass'n, 19 Pa. County
D. H. R. R. Co. ». Marsh, Fed. Cas. 4014. Ct. Rep. s> ; A* n DuQuesne College
> Granby Co. v. Richards, 95 Mo. Charter, 12 Pa. County Ct. U<'|>. 491;
106; 8 s. W.246; Van Pelt v. Gardner, Woodberry v. McClurg, 78 Miss. 831; 29
M Neb. Tol ; 75 N. W. H74. Sum. 514.
« 1'. K. T. Rd. Co. Charter Appli- 5 8tate v. McOrath, 92 Mo. 855 ; 5 8. W.
cation, 20 Pa. County Ct. Rep. 151; N. 29; American Clay Mfg. Co. v, American
M.G.T. Co.».N. G.T.Co.,21 Pa. County Claj Mfg. Co., 198 Pa. Si 189; i: Atl.
(, Rep 393 People* Company, 130 HI. 986; People v. Payne, 161 N,Y. 229;55
22 N I 708. N. I. B49
i Siii. v. National [nv. <"".. *s Wis. 6 People v. II. L. A. Cy., ill Mich.
512; In re Application for Charter, 5 405; 69 N. W. 658.
Pa. Dil. Rep. 243; In re Application for
83
§ TS INCORPORATION AND OHGANIZATION OF CORPORATIONS. [['ART I.
Generally speaking, the action of the Secretary of State in
issuing a license or certificate of incorporation is ministerial. 1
Neither State ollicials nor the courts can with respect to incor-
poration add new conditions to those prescribed by statute. 2
Generally, the test of the extent of powers of ministerial offices
is the right to compel performance by mandamus. 3
It is an almost universal rule that after the certificate is once
issued, the officer who issues it has no power to revoke the cer-
tificate. For this purpose application must ordinarily be made
to the courts. 4
§ 77. Right to Mandamus State Officials for refusing to file
Articles. — Ordinarily mandamus is the proper remedy where
State officials refuse to file a certificate of incorporation, pro-
vided the duty of receiving and filing the same is lodged with
them. 5
§ 78. Organization Tax. — By the term " organization tax," as
here used, is to be understood the amount of money exacted by the
State from individuals in return for a grant from the former to
the latter of the right or privilege of being a corporation ; that is,
of doing business in a corporate capacity and under the privilege
or franchise which when incorporated the company may exercise.
The right or privilege to be a corporation or to do business as such
body is one generally deemed of value to the corporation, which is
the right or privilege by which several individuals may unite them-
selves under a common name and act as a single person with a
succession of members without dissolution or suspension of busi-
ness and with a limited individual liability. The grant of such a
right or privilege rests entirely in the discretion of the State, and
may unquestionably be accompanied with such conditions as the
legislature thereof may judge most befitting to its interests and
policy.
Thus the latter may require of the incorporators, as a condition
tu the original grant of the franchise as well as of its continued
exercise, that the corporation pay a specific sum to the State. 6
1 People v. C. G. T. Co., 130 111. 269; 5 People ex re!. N. Y. P. Co. v. Pico,
22 N. E. 798. 128 N. Y. 59, 28 N. E. 251 ; H. W. I < ',,.
- Hastings v. A. P. Co., 29 Wash. 224 ; v. N. Y. II. I. Co., 140 N. Y. 94 ; 35 N. K.
69Pac. 776. 417; State v. Taylor, 55 0. St. 01, 44
■- F. \\. Co. v. Wood, 14 Ga. 80. N. E. 513 ;' State v. McGrath, 92 Mo. 355 ;
4 See, however, I. W. C. Co. v. Pear- 5 S. W. 29; Illinois Watch Case Co. v.
son, 140 111. 423 ; 31 X. E. 400; In re N. I. Pearson, 140 111. 423 ; 31 N. E. 400.
E. Co., 142 Pa. St. 450; 21 Atl. 879. 6 Home Insurance Co. v. People of the
^ 1
CHAP. II.] PROCURING THE CHARTER. § 78
There are two broad grounds for sustaining the power of the
State to impose organization taxes. The first of these is their in-
herent power to regulate corporations. Corporate capacity itself
is a franchise. No persons can make themselves a body corporate
and politic without legislative authority. 1 The other ground re-
ferred to is the inherent power of the State to enact such legislation
as may be necessary in order to raise revenue for State purposes. 2
The term "organization tax" should be carefully distinguished
from the phrase " franchise tax ; " the latter referring to the tax
imposed by the State upon corporations for the privilege of doing
business in a corporate capacity after incorporation. All of the
States and Territories with the exception of Arizona, Arkansas,
District of Columbia, Georgia, Indian Territory, Louisiana, and
Oklahoma, impose graduated organization taxes upon corporations
organized under their laws. There can be no question as to the
validity of such graduated taxation. 3 The same is true even
when in such matters the legislature distinguishes, as is the case
in West Virginia and New Hampshire, between resident and non-
resident domestic corporations. 4
At the present time it is a rule of almost universal application
that the payment of an organization tax is a condition precedent
to corporate existence. 5 Organization taxes cannot be evaded on
the ground that the corporation calls itself an "eleemosynary"
corporation when in fact it is otherwise. 6
The State is not bound to permit corporations to consolidate or
to extend their corporate existence, and for this reason it may
lawfully impose the payment of an organization tax as a condition
precedent to consolidation or to the extension of its corporate
existence. 7
State of N'\v V'.rk, 131 U S. 594; 10 4 B. J. C. C. Co. v. Scherr, 50 W. Va.
S. Ct 593 ; 33 I.. B. 1025; Gordon v. 533; 10 S. B. 514.
Appeal Tax Court 14 U.S. (3 How.) 133; s Union Horseshoe Works v. Lewis,
II LawEd.529; B. & 0. Ry. Co. v. Mary l Abb. (U. S.) 518; Fed. Cases, No
land, B8 U S. (21 Wall) 456; 22 L. E. 14383; Combined Saw & Planer Co. v.
678;Peopleo Rose, 210 M 582;7lN.E. Flournoy, 88 Va 1029; 14 8 B. 976;
B80 Edwards u Denver* R.G R Co., 13 Col.
i California v. Company, 127 U.S. I; 59; 21 Pac. 1611; State v. Rotwitt, 17
. |, |.;. is;. M ■ .hi ti ; ti Pac, 1004 ; Ashley v. Ryan,
- Baker v. Cincinnati, LI St 534; 19 81 504; 31 N. E. 721 ; II. M. Co.
W. U T. Co, <■ Attornej General 125 v Bremer, 12 R. I. 191.
U. 8.530; - 8 Ct. 961 ; 31 I. E 790 8 State v. Lesueur, 99 Mo. 552; 13
■ See Ashley >■ Ryan t'.i 0. Si 504; S. W. 237.
81 N" B. 721 ; 153 U S. 486 j u S. Ct. bley v. Ryan, 49 0. St. 504; 81
865; 38 L. E. 773. H. E 721 j 153 U. S. 436; 14 S. Ct.
85
§ 80 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
£ 79. Form in which Charter is granted. — In only twenty-nine
of the States do the corporation acts expressly provide for the
issuance of a certificate of incorporation or charter by State
officials. In some few of the remainder the power to issue such
instruments is assumed by the officers having the matter in charge
without any express authorization therefor in the statute. In the
remaining States proof of incorporation is usually had by pro-
curing certified copies of the articles of incorporation. The mat-
ter becomes one of practical importance in connection with the
right of third parties to collaterally attack not only the corporate
existence but the corporate purposes and powers as well. This
matter has already been discussed at length in a previous section. 1
Ordinarily the commencement of corporate existence dates
from the time when the certificate of incorporation is issued.
Where the statute expressly provides for the issuance of a charter
by State officials the latter have no discretion in the matter, and
must issue the same upon demand of the parties who have legally
entitled themselves to the same. 2 The certificate must be issued
immediately, and must be in the form, if any, prescribed by the
statute. 3 The Secretary of State should always affix his seal to
the certificate of incorporation. 4
S 80. Filing and Recording in Local County Offices. — Generally
speaking, it is part of the plan adopted by the various legislatures
in the enactment of general incorporation acts, to provide in
addition to requiring that articles of incorporation be filed with
some designated State official, that they always be filed in one
or more local county offices. 5 Usually the latter requirement is
confined to the provision that they be filed in the county where
the corporation's domiciliary office is located. However, in some
few of the States such articles must be filed in every county
wherein the corporation transacts its business or holds real
property. In some of the States, such as California and Maryland,
more importance appears to be attached to the filing of the articles
in the local county office than with State officials. 6
865; 38 L. E. 773; People v. Pfister, 57 Ass'n v. Clarke, 61 Me. 351; Sparks v
Cal.532. Company, 87 Ala. 294; 6 So. 195; People
1 See ante, § 6. v. Payn, 161 N. Y. 229; 55 N. E. 849.
2 State j\ Taylor, 55 0. St. 61 ; 44 N. E. 4 Benner v. State, 7 Lea (Term.), 682.
513 ; Sparks v.' Company, 87 Ala. 294 ; 6 6 See Part III. Table 4, page 574.
So. 195. « See N. H. C. & M. Co. v. Woodberry,
3 Stowe v. Flagg, 72 111. 397 ; R. F. 14 Cal. 434.
86
CHAP. II.] PROCURING THE CHARTER. § 81
The purpose of filing articles in county offices has been said to
be in order that persons dealing with the corporation may have an
easy and public inspection of the basis of its corporate organi-
zation. 1 With some few exceptions corporate existence is not
made to depend upon the filing of the articles in the local county
offices. In any event, where such filing is not had, the corporation
is treated as a corporation de facto, if not de jure. 2 The fore-
going is certainly true in the absence of any proceedings by the
State in the nature of quo warranto?
In some States the filing of articles in designated offices is
specifically made a condition precedent to the legal existence of
the corporation, while in others it is merely made a condition
precedent to the right of the corporation to engage in business as
such. 4 It has been held, however, in Missouri that in order to
the creation of corporate existence articles must be filed in both
State and county offices. 5
At the present time it is safe to say that as to third parties the
validity of corporate existence will be presumed even when
articles have not been filed in local county offices as required.
But in some jurisdictions attempts have been made to hold the
incorporators liable as partners under such conditions. 6
§ 81. Distinction between de jure and de facto Corporations. — A
corporation de jure is one whose right to exercise corporate
functions would {trove invulnerable if assailed by the State in quo
warranto proceedings. 7 A de facto corporation, on the other hand,
is one the legality of whose existence may be inquired into by the
State in quo warranto proceedings. The general rule is that to
prove the existence of a corporation de facto it is necessary to
i Lorerin v. McLaughlin, 161 111. 417; X. W. 1056; In re Shakopee Mfg. Co., 37
44 N. E. 99. Minn. 91 ; S3 \. W. 219; G. M. & S. Co.
2 Curtis v. Tracey, 62 111. Ap. 49; B. v. Richards, 95 Mo. 106; S S. W. 246.
& T. Co. v. Gade, 55 111 L81 : Johns v. •'• Hurt v. Salisbury, 55 Mo. .110.
People, 25 Mich. 499; Whitney v. Wyman, •'■ See P. & G. T. Co. v. Bobb, 88 |< V
ioi C.8.892. 226; 10 8. W. 794; Rassbeck v. D(
8 Bank v. Davies, 43 Iowa, 424 ; Martin richer, 55 How. Pr, 516; i Abb. New
v. \)<<-u, 102 CaL 55; 36 Pac 368; I T., Cases, in ; l\ Q B. & T. Co. v. Gade, 55
etc. Co. p. Herkimer, 46 [nd. L42; Hum- 111. 181; N. V. N. Exchange Bank v.
phreys v. Mooney, 5 CoL 282; Sims v. Crowell, 177 Pa. 313; 35 vi 613; Clegg
Commonwealth, 24 Ky. L. Rep. i.v.t; 71 i Company, 6] [a. 121; 15 \. W S65;
S. W. 929; Childs o Hnrd, 32 W. Va, Gent v. Company, 107 111. 652; Childsv.
66; 'J 8. K. 362; Abbott v. Co., i Neb. Hurd,32 W 7a 66; 9 8. E 862.
416. ' Clapp v. Company, 40 Neb. 470; 28
* Bergeron v. Hobbs, 96 Wis. 641; 71 N. W. 056.
87
§ 82 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
show (1) an act authorizing the creation of a corporation of
that character; (2) an application duly made thereunder by
the requisite number of incorporators praying for incorporation.
(3) It is sometimes necessary, although not always, to show-
user thereunder. 1
§82. Right of Parties other than the State to collaterally im-
peach Corporate Existence. — The right here referred to has already
been considered somewhat at length in connection with a discus-
sion of the right of third parties to collaterally attack corporate
purposes and powers. 2 There are some additional matters,
however, not already discussed to which attention will now be
called.
As has already been suggested, the courts have taken varied
and conflicting views relative to the right of parties other than
the State to collaterally attack the existence of a corporation with
whom they chance to be involved in litigation. The diverging
views here referred to may be classified as follows : (1) the view
that the State alone can test the question whether or not a corpo-
ration which has procured a charter from the proper State officials
is in law as well as in fact a corporation ; 3 (2) the view that this
question may be inquired into by third parties, but that it is suffi-
cient in such cases for the corporation to show substantial com-
pliance with the conditions prescribed by the general incorporation
act in order to prove that it is a corporation de jure as well as de
facto ; 4 (3) the view that the matter may be inquired into by third
parties, and that under such circumstances it is necessary that the
corporation shall show strict compliance with each and every con-
dition precedent prescribed by the general incorporation act in
order to establish the fact that it is a corporation de jure as well
as de facto. 6
For purpose of convenience these three diverging views may be
i Stout v. Zulick, 48 N. J. Law, 599 ; 7 Co., 157 111. 641 ; 42 N. E. 153 ; In re Gibbs
Atl. 362 ; Haas v. Bank, 41 Neb. 754 ; 60 Estate, 157 Pa. St. 59 ; 27 Atl. 383.
N. W. 85; Duggan v. Company, 11 Col. 2 See ante, § 6.
113; 17 Pac 105 ; Central Ag.,etc. Ass'n v. 3 See ante, § 6.
Company, 70 Ala. 120; Baker v. Backus, 4 Jones v. Company, 21 Col. 263; 40
32 111. 79; Hughes v. Bank, 5 Litt. (Ky.) Pac. 457; Stout v. Zulick, 48 N. J. L.
45; Buffalo, etc. Ry. Co. v. Cary, 26 599; 7 Atl. 362 ; Finnegan v. Noerenberg,
N. V. 75; Finnegan"?;. Noerenberg, 52 52 Minn. 239 ; 53 N. W. 1150.
Minn. 239; 53 N. W. 1150; Continental 5 Mokelunme, etc. Co. v. Woodbury,
Tru-t ( :, , v. T., etc. Ry. Co., 82 Fed. 642 ; 14 Cal. 424 ; Lucas v. Bank, 2 Stew. (Ala.)
f Guthrie v. Territory, 1 Okla. 188; 147.
31 l'ac. 190; A. L., etc. Co. v. M., etc. R.
88
CHAP. II.] PROCURING THE CHARTER § 82
distinguished as follows : referring to the first as to the true, the
second as the substantial compliance, and the third as the strict
compliance rule. Space will permit of discussion here of only
the first of the rules just referred to.
The legislatures alone, as has been shown, can create a corpora-
tion. Under the modern practice these bodies have passed general
incorporation acts entrusting the execution of the law to the
executive department of the government. Under the rule now
generally established, either by statute or judicial construction,
in most of the States a corporation becomes a corporation de facto
from the moment the charter or certificate of incorporation is
issued by the proper State authorities. 1 The basis of holding
such certificates as conclusive of corporate existence as against
all the world except the State is that where by reason of such
certificate a corporation is held out to the world as ready to under-
take business, most disastrous consequences would follow to com-
mercial undertakings if any private person was allowed to go back
and enter into an examination of the circumstances attending the
original incorporation. 2
The power which creates the corporation it is needless to say
should alone have the power to take it away. It should not be
permitted to parties other than the State for this reason to col-
laterally impeach corporate existence, for to permit such impeach-
ment would be in legal effect to permit third parties, for the
purpose at least of that particular action, to destroy the effect
of the previous action of the State in the premises. On grounds
of public policy as to all parties but the State, it should under
such circumstances be conclusively presumed that the statutory
requirements relative to incorporation have been duly complied
with. 8 A corporation must of necessity be presumed to be
rightfully in possession of the franchise and rightfully exercis-
ing tin- power which the legislative grunt confers. Individual
righl is not invaded if the presumption is true in fact and there
is no usurpation. It is the State — the sovereign — whose
rights are invaded and whose authority is usurped. The in-
dividual could not create the corporation, could not giant, define,
or limit its powers; any grant of til'-'' by the sovereign cannot
i g ee „ ntl ., § 6. 'Tar Rivet Nav. <'". v. Neal, S Hawka
- Lake Buperior Co. v. Morrison, 22 (N C -. 520 i Welch u Bank, 122 N. Y.
Canada C. P. 224. 1"; 25 N. E. 269.
89
§ 83 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
lessen his right. There can consequently be no cause of com-
plaint by the citizen, and no right to inquire whether the corpo-
rate existence is rightful, de jure, or merely colorable. 1
Corporations may exist either de jure or de facto. If of the
latter class, they are under the same protection of the law and
governed by the same legal principles as those of the former so
long as the State acquiesces in their existence and exercise of cor-
porate functions. A private citizen whose rights are not invaded
and who has no cause of complaint has no right to inquire col-
laterally into the legality of its existence. This can only be done
in a direct proceeding on the part of the State from whom is de-
rived the right to exist as a corporation and whose authority is
usurped. 2
A corporation de facto may legally do and perform every act
and thing which the same entity could do and perform were it a
de jure corporation. As to all the world except the paramount
authority under which it acts and from which it receives its
charter, it occupies the same position as though in all respects
valid, and even as against the State, except in direct proceedings
to arrest its usurpation of powers, its acts are to be treated as
efficacious. 3
Finally, it may be observed that the principle here contended
for has been held by at least one court to be applicable to a case
where a corporation had incorporated under an unconstitutional
law, yet nevertheless the validity of the corporation's existence
could not be collaterally attacked, as it had been chartered by the
implied consent of the State. 4
§ 83. Right of State to attack Corporate Existence in Direct
Proceedings. — This section has reference only to actions brought
by the State for the purpose of testing the legality of corporate
existence where it is alleged that there has been a failure on the
part of the incorporators to perform all the conditions prescribed
by statute as a precedent to corporate existence. The action here
referred to is that of quo warranto, which, even in the absence of
statutory provision, may be maintained at common law in behalf
of the State against incorporators who assume to exercise corpo-
1 Lehman v. Warner, 61 Ala. 455. 3 People v. LaRue, 67 Cal. 526 ; 8 Pac.
1 Snirler's Sons' Co. v. Troy, 91 Ala. 84.
224 ; 8 So. 658 ; Tar River Nav. Co. v. 4 Richards v. Bank, 75 Minn. 196 ; 77
Neal, 3 Hawks (N. C), 520. N. W. 822.
90
CHAP. II.] PROCURING THE CHARTER. § 83
rate powers without being legally incorporated, for the purpose of
ousting them from the exercise of such powers. 1
In all such proceedings as against the State not merely a de
facto corporate existence must be shown, but a de jure existence
as well. The general prevailing view at the present time seems
to be that, as against the State in such proceedings, it is necessary
to show a specific statute authorizing the creation of corporations
of the character of the one against which the quo warranto pro-
ceedings are brought, and also substantial compliance in the
preliminary organization of the corporation with all conditions
precedent prescribed by statute. 2
In quo warranto proceedings the burden of proof is upon the
corporation to show that it has been legally incorporated. 3 In
the proceedings of the character referred to it has been well said
that " public policy demands that the power to oust de facto cor-
porations from the exercise of corporate powers because of failure
to comply substantially with conditions precedent be sparingly
exercised." 4
Were the rule otherwise, disastrous consequences would follow
in the commercial world, and in all such cases the courts should
take extraordinary care to see that the rights of third parties are
fully protected. In proceedings brought by the State, the most
important matter to be looked at is whether there has been a
failure on the part of the incorporators to comply with the pro-
visions of the statute, which are merely directory as opposed to
those that are mandatory. A " directory " provision is one which
the legislature did not intend as essential to corporate existence,
and the failure to comply with which is a mere irregularity and is
not fatal to corporate existence. A. "mandatory" provision, on
the other hand, is one which must be substantially complied with
in order to create a corporation de jure. b Whether the particular
provision of the statute is directory or mandatory is to be deter-
mined by "the intention ami true meaning of the legislature
deduced from the act and sometimes aided by other acts in pari
i Greene v. People, 150 111. 513; 37 • People v. Lowden (Cab), 8 Pat 66.
N. I-:. 842. 4 DaggU V. Company, 11 Colo. 113;
2 State v. Webb, 07 Ala. Ill ; 12 So. 17 Pac
877 ; People v. Belfridge, 52 Cal 33 1 ; » Newcomb v. Reed, 12 Allen, 362;
State v. Critchett, 37 Minn. 13 ; 82 N. W. B. W. S. Co. v. Inhabitants of Braintree,
7-7, Hobnail v. State, 105 Ind. 569; 5 146 Mmh. 482; 16 N. E. 420.
N. E. 702.
91
§ 84 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
materia and extraneous circumstances." 1 Even as against the
State it is only necessary that a mandatory provision shall be
substantially complied with. 2
£ S4. When doea Corporate Existence commence ? — Where the
statute provides, as it does in some of the Commonwealths, that
the articles of incorporation shall be filed with State officials or
in some local county office or both, the general rule is that the
corporate existence dates from the time of filing of the articles
with such officials and not from the time it begins to do business. 3
The foregoing seems to be the rule in force in the majority of
States. Some of the States, however, provide by statute as
to when corporate existence shall commence, as, for example,
Alabama, California, Colorado, Connecticut, Delaware, Idaho,
Iowa, Kansas, Kentucky, Maine, Massachusetts, Michigan, Mis-
sissippi, Missouri, Montana, Nebraska, Nevada, New Hampshire,
New Jersey, New York, North Dakota, Ohio, Pennsylvania, Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah,
Virginia, Washington, West Virginia, Wisconsin, and Wyoming. 4
In a number of the States corporate existence depends not merely
upon filing articles with the Secretary of State, but also upon filing
the same in the local recording office of the county where the
principal place of business of the corporation is to be located,
as, for example, in Arizona, California, Colorado, Delaware,
Idaho, Maryland, Montana, New Jersey, Utah, and Wisconsin.
In some few of the States the statute by reason of its peculiar
provision seems to contemplate the corporate existence shall com-
mence before the filing of articles of incorporation with any
official, either State or county ; this for the reason that the
certificate required to be filed with such officials must be signed
by corporate officers. States to which reference is here made are.
Arkansas, Illinois, Indian Territory, Maine, Massachusetts, Michi-
gan, and Missouri.
i Cross v. Company, 17 111. 54; Eak- 3 Hanna v. Company, 23 0. St. 622;
right v. Company, 13 Ind. 404; Newcomb G. M. & S. Co. v. Richards, 95 Mo. 106; 8
v. Reed, 12 Allen, 362. S. W. 246 ; Humphreys v. Mooney, 5 Colo.
2 People v. Company, 97 Cal. 276 ; 32 293 ; V. C. Railway Co. v. Clayes, 21 Vt.
Pac. 236 ; State v. White, 13 Mo. Appeals 30 ; Borough of Braddock v. Company, 189
139; People v. Cheeseman, 7 Colo. 376; Pa. 379; 42 Atl. 15; Badger Paper Co.
3 Pac. 710: Newcomb v. Reed, 12 Allen, v. Rose, 95 Wis. 45; 70 N. W. 302; Hunt
362 ; Eakright v. Company, 14 Ind. 404 ; v. Company, 11 Kan. 412.
Walworth v. Bracket, 19 Mass. 98; B. W. i See Part II., Synopsis-Digest of the
S. Co. v. Inhabitants of Braintree, 146 Corporation Laws of the several States
Mass. 482 : 16 N. E. 420. and Territories.
CHAP. II.] PROCURING THE CHARTER. § 84
There seems to exist in some jurisdictions the theory that in
the matter of determining when the corporate existence com-
mences reference must be had, first, to the primary franchise of
being a corporation vesting in the incorporators and next to the
secondary franchise to do certain specific acts which vests in the
corporation. 1 Again, in some States, while filing articles of incor-
poration constitutes a condition precedent to the creation of cor-
porate existence, it is also a condition precedent to the right of
doing business. 2
Ordinarily corporate existence does not commence until all con-
ditions precedent are performed. 3 There is a very obvious distinc-
tion between such acts as are declared to be necessary steps in the
process of incorporation and such as are required of the individ-
uals seeking to become incorporated, but which are not made
prerequisites to the assumption of corporate powers. With respect
to the former any material omission will be fatal to its existence
as a corporation de j\ire, as against the State. In respect to the
latter, failure to comply therewith is not ordinarily accompanied
by forfeiture of its charter powers, but rather goes to the question
of the personal liability of the individuals who attempt to do
business as a corporation without having complied with all the
conditions subsequent. 4
Corporate existence in this immediate connection ordinarily
means full authority to transact business as such in contradis-
tinction to the qualified existence of such corporations which dates
from the time of filing the articles of association with the Secre-
tary of State. 6 So too, in those States where organization precedes
the filing of a certificate of incorporation, it has been held that a
corporation has a qualified existence from the date of the incor-
pora tors' first meeting. 6
In Illinois corporate existence does not commence until the
reception of a License from the Secretary of State to take stock
ite v. Water Co., 61 Kan. 547; 60 Pa. St. 379; •»-' Atl 15; Badger Paper
Pac 387 Co. v. Rose, 95 Wis. 145; 70 N. W. 302.
ide v. Company, 165 III. 367; 46 ' Berrod v. Samer, 32 Wis. 162; E.
N. E 286; Martin v. Deetz, 102 Cal. 55; <i. L. Co. o. Green, 46 N.J. Eq. 118; is
36 Pac. 868; Tnn 8. M. Co., 87 Minn. 91 ; AtL 844; M. H. M. Co. v. Woodbury, 14
S3 X. W. 219 ; Johns v. People, 25 Mich. Cal. 424.
199; Q m 8 Co. v. Richards, 95 Mo. 5 Hurt v. Salisbury, 55 Mo. 810.
106; 6 8. W. 246 6 8. Q : P Co v. Scholfield, 70 Conn.
■ Afferton v Company, 67 bid, 384; 500; m Ail. 182.
ugh "f Braddock v. Company, 1^9
93
S 84 INCOBPOBATION AND ORGANIZATION OF CORPORATIONS. [PART I.
subscriptions. 1 It would of course follow, from the necessities of
the ease, that before a corporation can contract as such, it must
have a full and complete organization. 2 While ordinarily such
organization is not necessary to the commencement of corporate
existence, it is sometimes made so by statute. 3
i Stowe r. Elagg et a/., 72 111. 397 ; Cur- O. St. 328 ; U. R. Co. v. Holden, 63 N. C.
ran v. Bradner, 27 111. Ap. 582. 410; Teitig v. Boesmau, 12 Mout. 404;
2 Geut ». Company, 107 111. 652. 31 Pac. 371.
8 A. & N. T. Ky. Co. v. Smith, 15
94
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 85
CHAPTER III.
ORGANIZATION OF CORPORATIONS AFTER INCORPORATION.
§ 85. The Incorporators' Organization Meeting. — That a cor-
poration shall have a full and complete organization and existence
as an entity before it can enter into any kind of contract or
transact any business, would seem to be self-evident. A corpora-
tion until organization has no franchises or faculties. Its exist-
ence before is but a qualified existence. Its powers are limited
for the time being to the right to organize itself into an active
corporate organization, and, as we have seen, those engaged in
bringing it into being have no power to bind it by contract unless
so authorized by the charter. Until organization as authorized
by the charter, it does not possess the right to exercise its cor-
porate functions, nor has it a valid existence for all purposes. 1
In this connection it was observed in a leading case, that " it is
often stated in the books that a corporation is created by its
charter. This is not precisely correct. The charter only confers
the life and provides the instruments by which it may become an
acting entity. Such a corporation has been well defined to be an
artificial being, existing only in contemplation of law. The
instruments provided to bring the artificial being into active
operation are the persons named in the charter, and those who
by virtue of its provisions may become associated with them.
These persons — the incorporators — as natural persons have no
such power. The charter confers upon them a new faculty for
this purpose, a faculty which they can have only by virtue of the
law which confers it." 2
The better, if not the prevailing, rule appears to be, that not only
arc the incorporators named in the articles of incorporation
entitled to participate therein, but also all subscribers to the pre-
liminary stock subscription to the capital stock of the proposed
corporation may do so. 3
i Gent v. Company, i<»7 111. f.f>2. Baltimore City Pais. Ry. Co. v. Ham-
* Miller v. Ewer, 27 M<'. 509. bleton 77 M<l. 341; 8pear v. Crawford,
95
§ 87 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
§ 86. Organization Meeting, how called. — The more recent
incorporation acts, such as are in force in Connecticut, Maine,
Massachusetts, New Jersey, North Carolina, ami West Virginia,
point out specifically how the organization meeting of a corpora-
tion is to be called. Where no such statutes exist the better and
safer practice is for all the incorporators, as well as the subscribers
to the preliminary subscription agreement to the capital stock of
the proposed corporation, to sign a waiver and agreement fixing
the time and place for the organization meeting of the corporation. 1
It has been held that all are not required to be present at the
organization meeting who sign the articles of incorporation unless
the statute requires it. A majority, it is said, is sufficient. 2 The
safer practice, however, is to comply with the rule stated above. 3
Virginia is one of the few States possessing a statute giving the
incorporators the right to assign their interests as such in a pro-
spective corporation. Failure to call a meeting as provided by
statute is to be regarded as a breach of a condition subsequent
and is not fatal to the creation of a valid corporation. 4
§ 87. Organization Meeting, where held. — It was laid down at
an early date by the Supreme Court of Maine in Miller v. Ewer, 5
that all acts and proceedings of persons pretending to act in the
capacity of incorporators when assumed without the bounds of the
sovereignty granting the charter are absolutely void. The prin-
ciple established in Miller v. Ewer has been quite generally
adopted in other parts of the country. 6
The reasoning of these cases is to the following effect : the
charter bestows upon the incorporators certain privileges which
14 Wend. 24; Nickura v. Burkhardt, 30 5 27 Me. 509.
< )re. 464 ; 47 Pac. 788 ; Waukon, etc. Ry. 6 Freeman v. Company, 38 Me. 343 ;
Co. v. Dwyer, 49 la. 121 ; Iustone v. Com- Smith v. Company, 64 Md. 85 ; 20 Atl.
pany, 2 Bibb. (Ky.) 578; Chester Glass 1032; Camp v. Byrne, 41 Mo. 525 ; lliim-
Co. v. Dewey, 16 Mass. 94; Haskell v. phreys v. Mooney, 5 Col. 282; Duke v.
Bead (Neb.), "93 N. W. 997. Taylor, 37 Fla. 64; 19 So. 172; Miller
1 B. B. R. Co. v. Buck, 68 Me. 81. v. Parrish, 14 N. J. Eq. 380; Ormsby i\
2 Packard v. Co., 168 Mass. 92 ; 46 Company, 56 N. Y. 623 ; Mitchell v. Com-
N. E. 433. panv,40 N. Y. Sup. Ct. 406 ; F. T. L. Co.
8 See Babbitt v. E. J. I. Co., 1 Stew. v. Laigle, 59 Texas, 339; Hodgson v.
Dig. 208, § 13, not otherwise officially re- Company, 46 Minn. 454; 49 N. W. 197;
ported (1876); Walworth v. Bracket, 98 Ohio, etc. Ry. Co. i>. McPherson, 35 Mo.
Mass. 98. 13 ; Arms v. Conant, 36 Vt. 744; Galves-
4 McClinch v. Sturges, 72 Me. 288; ton, etc. By. Co. v. Cowdrey, 11 Wall. 459 ;
Braintree Water Supply Co. v. Braintree, Runyan v. Coster, 14 Peters, 122 ; Augusta
146 Mass. 482 ; 16 N. E. 420; In re Brit- Bank v. Earle, 13 Peters, 519 ; Wright v.
i-h Sugar Refining Co., 3 Kay & J. 408; Lee, 2 S. D. 596; 57 N. W. 706.
Porter v. Robinson, 40 Hun (N. Y.), 209.
96
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 87
they can possess only by virtue of the law which confers it ; that
law is inoperative beyond the bounds of the legislative power by
which it was enacted ; that, as the foregoing faculty cannot accom-
pany the incorporators beyond the bounds of the sovereignty which
creates it, they cannot possess or exercise it there, and can have
no more power there to make the artificial being act than other
persons not named or associated as incorporators. Therefore any
attempt to exercise such a faculty there is merely a usurpation of
authority by persons destitute of it and acting without any legal
capacity to act in that manner. If the foregoing reasoning be
sound, it follows that all fundamental corporate acts and pro-
ceedings when assumed without the bounds of the sovereignty
granting the charter are absolutely void. The principle here
stated has been materially qualified in a large number of jurisdic-
tions by an extended application of the doctrine of estoppel. As
an example of this, attention is called to the case of Handley v.
Stutz. 1
This was a case where a Kentucky corporation at a meeting of
the stockholders of the corporation, held outside of the State, in-
creased the capital stock of the company from one hundred twenty
thousand dollars to two hundred thousand dollars. It was con-
tended that this increase was illegal, for the reason that the meet-
ing of the stockholders authorizing it was held outside of the
State of Kentucky. The court, in its opinion upon this point,
spoke as follows :
" Xor were the proceedings of such meeting any less binding upon
those participating in it by reason of the fact that it was held outside
of the boundaries of the State under the laws of which the company
was incorporated. ]>y act of the Kentucky Legislature, it is pro-
vided, that all elections for directors and other officers by private
corporations shall be held within the territorial limits of the State
of Kentucky, and that any such election held outside of Kentucky
shall be void. Beyond the election of officers, however, there is no
statutory restriction of corporate action to the limits of the State,
and in the absence of such inhibition the proceedings of such meet-
ing would, with regard to directors' i stings, be binding upon all
those participating in it, as well as upon those acting upon the faith
of its validity or receiving the stock authorized to be issued at said
meeting. It is true that there arc cases holding that stockholders'
l l.VJ U. S. 417 ; 11 S. Ct. 530.
7 97
8 88 [NCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
meetings cannot be legally held outside of the home State of the cor-
poration, but the question has generally arisen where a majority
present had attempted by their action to bind a dissenting minority,
or had taken action prejudicial to the rights of third persons. In-
deed, so far as we know, the authorities are uniform to the effect
that the action taken at such meeting was binding upon those who
participated in or partook of the benefits of them. In this case the
meeting was attended by all the stockholders but two, who were
present by proxy. The vote increasing the stock was unanimous,
and it does not lie in the mouth of those who participated in this act,
or received the stock voted at this meeting, to question its validity." 1
Unquestionably the legislature has the legal right, in the absence
of constitutional provision, to provide that all meetings of cor-
porations, whether organization or otherwise, may be held outside
the State. 2
S 88. Steps Necessary to complete Organization. — The princi-
pal matters which demand attention at the organization meeting
of a corporation may be enumerated as follows : (1) the adoption
of by-laws ; (2) election of directors ; (3) providing for the issue
and payment of the capital stock of the corporation. The subject
of the adoption of by-laws and the payment of the capital stock of
the corporation will be left for subsequent consideration.
With respect to the matter of the election of a board of direc-
tors the following may be said. Many of the incorporation acts
require that the names of the first board of directors shall be set
forth in the articles of incorporation, and this ordinarily obviates
the necessity of electing a new board at the organization meeting
of the corporation. 3 Unless the statute so requires it, it is not
necessary, in order to give the incorporators the right to partici-
pate in the organization meeting, that they be stockholders. 4 But
ordinarily it is contemplated by the incorporation acts that the
incorporators shall be stockholders or subscribers for capital stock.
1 See to the same effect Heath v. S. L. 4 Hammond v. Straus, 53 Mil. 1 ; Per-
Min. Co., 39 Wis. 140; 0. & M. Ry. Co. v. kins v. Berders, 56 Miss. 733; Proprie-
McPherson, 35 Mo. 13; Ormsby v. "Ver- tors, etc. v. Dickinson, 6 Gray (Mass.), 586 ;
Tii. nt Miii. Co., 56 N. Y. 632; Humphrey Coyote v. Ruble, 8 Oregon, 284; Dcns-
v. Mooney, Col. 282 ; Wright v. Lee, 2 more Oil Co. v. Densmore, 64 Pa. St. 43;
S. D. 596; 57 X. W. 706; T. M. Co. v. Singer Mfg. Co. v. Peck, 9 S. D. 29; 67
Goodhue, l w X. C. 981. N. W. 047; Ramsey v. Tod, 95 Texas,
raham v. Co., 118 U. S. 161; 6 Sup. 614; 69 S. W. 133; Byrnes v. Beck, 10
Ct. 1009. Ga. 121 ; B. B. & T. Co. v. J. B. T. Co.
: Hamilton Trust Co. v. Clemens, 163 101 Tenn. 545; 48 S. W. 228; Wechsel-
X. Y. 423 ; 5 7 X. E. 614. berg v. Bank, 64 Fed. 90.
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 89
The right to vote stock is an incident to stock ownership, and was
recognized at common law as a property right. 1
In some few of the States, statutes exist limiting the right of
stockholders to own more than a certain percentage of the total
stock of the corporation. 2
Sometimes the incorporators are appointed commissioners to
take stock subscriptions. It has been held that the failure of
such commissioners to take the oath of office as required by
statute, will not render the subscriptions void. 3 "Where authority
to open books of subscription is given by statute to the incorpora-
tors, this authority may be exclusive, so that subscriptions cannot
lawfully be received by others. Such subscriptions, however, may
of course be ratified by proper parties. 4
Ordinarily the election of officers is by statute devolved upon
the board of directors. However, in some few of the States cer-
tain officers are required to be elected by the stockholders.
§ 89. Adoption of By-Laws. — A by-law is in effect a contin-
uing rule of action for the government of the corporation, its mem-
bers and officers. 5 The purpose of a by-law is to regulate and
define the duties of the stockholders between themselves and the
conduct of the officers and the management of the corporate
affairs. 6
All corporations have the implied power to make by-laws for
the government of the corporation and the management of its
affairs." Unless otherwise provided by statute, the by-laws must be
adopted by the incorporators at their organization meeting or else
by the stockholders at a meeting duly called for that purpose. 8
Some few of the States, among them being South Dakota, North
Dakota, and Oklahoma, permit incorporators to adopt by-laws,
whether they are subscribers for the capital stock of the proposed
corporation or not. Statutory provisions exist in several of the
1 Commonwealth v. Dalzell, 152 Pa. '■'■ (Tollman v. Company, 9 Gill & J.
St. 217 ; 25 At] (\M.) 162.
- Mack v. Company, 90 Ala. 396; k i N. C. M. Ry. Co, v. Eslow, 40 Mich.
150; Commonwealth v. Detwiller, 222.
131 Pa St. '^1: L8 Atl. 990. On right ' V M T 8, Co. v. Bishop, LOS Wis.
nl i orpi ration to voti 192 ; 79 N Vf 3
McNeely t\ Woodruff, 13 N. J, L 352; ' Flinf - I Mass. 70.
Ei parti Holmi i 5T.), t-' r >; Engelhard) i Association, 148 N. Y.
on right of corporati hares in 281 ; 12 N E. 710.
irporation »e< Davis v. Com- M. G. R. < ong, 51 End. L2.
pany, 77 Md 35 ; 25 Atl. U82.
99
§ 90 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
states, expressly permitting provision to be made, if desired, for
the adoption of by-laws by the directors. In the absence of any
such statutory authority, by-laws adopted by the directors are not
binding unless subsequently ratified by the stockholders. 1 On the
other hand, if the directors are vested by statute with exclusive
power to pass by-laws, those passed by the stockholders are not
valid. 2
The adoption of by-laws is a constituent act, and for this reason
they must be adopted within the State by whose laws the corpora-
tion was created, if action of stockholders is necessary to their
adoption. 3 In the absence of statutory power or charter provision,
by-laws can be altered or repealed by the stockholders alone. 4
In the absence of statutory prohibition, the power to amend or
alter by-laws may be delegated by the stockholders to the direc-
tors. In general by-laws must be adopted in conformity to the
charter and be reasonable and proper. 5
The by-laws of a private corporation will be interpreted by the
courts as interpreted by the corporation. 6
The reasonableness of a by-law is a question of law and not of
fact. 7
In drawing by-laws the following rules should govern: they
should be made certain; 8 they must be directed to all within the
sphere of their operation ; 9 they must operate equally upon all to
whom applied; 10 they must be lawful as against members pos-
sessing rights, and must be reasonable. 11
Sometimes the statute requires by-laws to be adopted within
thirty days after incorporation and copied into a book of by-laws. 12
Such statutes are clearly directory and not mandatory.
§, 90. Election of Directors. — The power to choose a board of
1 Carroll v. Bank, 8 Mo. Ap. 253. 6 State ex rel. Attorney-General v. Conk-
2 In re Klaus, 67 Wis. 40; 29 N. W. lin, 33 Wis. 21.
582 ; People v. Company, 82 111. 457 ; S. S. 7 State v. Overton, 4 Zabriskie (N. J.),
Ass'n v. Company, 25 Mo. Ap. 642. 435.
3 In re Klaus, 67 Wis. 40 ; 29 N. W. 8 Goddard v. Merchants' Exchange, 9
582 ; Mitchell v. Company, 40 N. Y. Sup. Mo. Ap. 290.
Court, 41). 9 Ex parte Frank, 52 Cal. 606.
4 M. G. R. Company v. Wysong, 51 10 People v. Society, 25 Barb. (N. Y.) 7.
Ind. 12. u Com. v. Worcester,3 Pick. 461 ; King
s See Kent v. Company, 78 N. Y. 182 ; v. Union, 170 111. 135 ; 48 N. E. 677. On
Bergman v. Association, 29 Minn. 275 ; failure to post by-laws, see Langon v.
13 N. W. 120; Commons v. Company, 12 Company, 49 la. 317.
Pa. St. 318; People v. Chicago Board of 12 See Hall v. Crandall, 29 Cal. 567;
Trade, 45 111. 118. Clapman v. Doray, 89 Cal. 52 ; 26 Pac. 605.
100
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 90
directors is inherent in all private corporations irrespective of
statute. 1
The election of directors in connection with the organization of
a corporation ordinarily follows the adoption of by-laws. After
the organization the election of directors is usually had at the
annual meeting of the corporation. In giving the notice of such
annual meeting it is customary to specify in the notice that a
board of directors is to be chosen. 2
In choosing the directors it is incumbent upon the incorpora-
tors or stockholders, as the case may be, to observe the pro-
visions of the statutes relative to the number of directors to be
chosen and their qualifications as to stock-holdings, residence, and
citizenship if any such are prescribed by statute. In the absence
of such statutes as exist in many of the States authorizing the
dividing of directors into classes, so that only a certain portion of
the board are elected annually, the full board must be elected each
year. In the absence of statute making the ownership of stock a
qualification for holding the office of director such ownership is
not necessary. 3 Even where the statute requires that directors
shall be stockholders, it is not necessary that they shall become
such before their election if they become stockholders before enter-
ing upon the duties of their office. 4 In the election of directors
by the incorporators it is sufficient in order to qualify him that
a director be a subscriber for stock, though no certificate has in
fact been issued. 6 Where ownership of stock is necessary to
qualify one as a director, the prevailing rule seems to be that
the moment a director ceases to be a stockholder, he ceases to be a
director tie jure (but not de facto) without proceedings having first
been taken to remove him. 6
Where a director is required to take an oath of office before
entering upon the discharge of his duties, his failure to take such an
oath will not prevenl him from becoming a director de facto. 1
Any person who can be a business agenl for another can, if pos-
d of statutory qualifications, become a director. 8 Ordinarily
1 Hnrlbut v. Marshall, *'.J Wis. 590; r ' Dispatch Light Packet p. Company,
22 N. W. - 12 N. II. 205; Wright v. Company, 52
2 M. -rrin v. Ferris, 22 111 N. J. Eq. 852; Howe v. Scarborough
•'• Wright v. Company, 117 Mass 226. (Ala.), 35 So. 113.
4 Greenoogh v. Company, 64 Fed. ti. ' Simpson v. Garland, 76 Me. 203.
■"' McComb v. Associ ition, 10 N. V. Sup. P< pie i - W( *t< r, 10 Wend. | V V.)
552; Beckett c. Houston, 32 I
101
8 90 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
it is not necessary that resignations of directors be accepted in
order to become effective. 1
Persons owning a majority of stock have a right to elect direc-
tors.- It is a fundamental principle in corporation law that a
majority of stockholders shall control the policy and regulate the
business affairs of the corporation, and to this each stockholder
impliedly agrees when he acquires stock in the corporation. 3
Bowever, in order to insure minority representation on the board,
cumulative voting for directors is permitted in a large number of the
States. 4 Where such right to cumulate votes is mandatory such
right cannot be taken away by by-law. 5
The fact that a corporation begins business with an insuffi-
cient number of directors does not invalidate debts contracted by
them, nor deprive it of its corporate rights and privileges unless
some action is taken by the State to that end. 6 Failure to elect a
board of directors annually does not work dissolution. The old
board will hold over by implication of law. 7 This is a rule not
only established by statute in a large number of the States, hut is
a well established rule of corporation law in the absence of such
statutes. 8 In the election of directors a majority vote of all present
is sufficient, provided a majority of the stock is represented at the
meeting. 9 Vacancies in the board of directors cannot be filled
by the remaining directors, but must be filled by the stockholders,
unless such power is expressly granted by statute. 10 Even where
the right to fill vacancies is given to the remaining directors it is
probably true that there must be present at the meeting a majority
of the whole number of directors prescribed by the charter, and
that such vacancy be filled by a majority vote thereof. 11
Unless regulated by statute or by-laws, the board of directors
may fix any place within the domiciliary State at which annual
1 Pres., etc. of Manhattan Co. v. Kal- " Hunter v. Company, 2G La. Ann. 13.
denberg, 165 X. Y. 1; 58 N. E. 790; 8 Chamberlain v. I). S. Works, 103
Briggs v. Spaulding, 141 U. S. 155. Mich. 124 ; Gl N. W. 532 ; Moses v.Tomp-
aulds v. Yates, 57 111.416. kins, 84 Ala. G13; 4 So. 763.
1 Wheeler v. Company, 143 111. 197; 9 Eggleston v. Doolittle, 33 Conn. 402.
32 N. E. 12D. l0 -Moses v. Tompkins, 84 Ala. 613; 4
5 See Part III. Table 9, page 579. So. 763; Kearney v. Andrews, 10 N.J.
" Tomlin v. Hank, 52 Mo. Ap. 430; Eq. 70.
Wright y. Company, 67 Cal. 532; 8 Pac. ]1 Moses v. Tompkins, 84 Ala. 613; 4
To. So. 763; Nathan j;. Tompkins, 82 Ala.
c Fargason v. Company, 78 Miss. 65 ; 437 ; 2 So. 747.
27
L02
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 90
meetings for the election of directors may be held. 1 Where there
are mandatory provisions in the charter, statute, or by-laws as to
place of holding annual meetings these must be followed. 2 Where
the certificate of incorporation is required to fix the number of
directors, such number cannot be changed except by amendment
thereof. 3
In connection with the general subject of election of directors the
question not infrequently arises as to the validity of the so-called
" voting trusts" now becoming so common in this country. The
prevailing and it is believed the true rule on this subject is set
forth in Clowes v. Miller, 4 where it was held that in the absence
of any improper motive such trusts are valid. 5 It is, in the absence
of such improper motives, merely a convenient method of voting
by proxy.
In the absence of statute, charter provision, or valid by-law to
the contrary, holders of preferred stock have the same rights in the
election of directors as belong to the holders of common stock. 6 It
has been held that stockholders may in voting for directors change
their vote while the election is in progress." Mandamus is the
proper remedy to compel canvassing of votes at election of direc-
tors to determine whether or not such election was valid. s
In some of the States there are certain statutory officers known
as " Inspectors of Election," who must be chosen preliminary to
the election of the board of directors. These inspectors should be
chosen in the mode provided in the by-laws. 9 Inspectors have no
power, express or implied, to pass upon the eligibility of directors. 10
The failure to have the inspectors sworn before acting as such will
not invalidate an election. 11 In the absence of statutory provision
i Corbett o. Woodward, 5 Saw. 403; r> Mackintosh v. R. R. Co., 32 Fed. 350 ;
Commonwealth v. Smith, 45 Pa. St. 59; 54 Fed. 582; Lockhart >-. Van Alstyne,
Pratt '■. Company, 35 Conn. 3''.."); Duke :;i .Midi. 76; Miller <•. Ratterman, -47
lor,37 Fla. 64; 19 Sou. 172; Hillea 0. St. 141 ; 24 N l
v. Parish, it N. J. Eq. 380; Arms v. I : State ,-. McGains, 64 Mo. Ap. 225.
nant, 36 Vt. Tit; Hodgson v. Company, fl State v. McGains, 64 Mo. Ap. 225.
40 Minn. 154 ; 19 N W ' In re Excelsior Fire [us. Co., L6 Abb.
- McDaniel v. Company, 22 Vt. 274. Pr -, P( »ple v. Company, 55 Barb. 344;
M.m. r of Griffin Lron Co., 63 In re LighthaU Mfg. Co., 17 Hun, 258;
N. J. L. 168; ii Ail. 9 II. Mi rchant, 37 1 1 Si 251 ; Com-
*60N.J. Eq 179; 47 At! monwealth v. Woelper, 3 S ! R (Pa.) 29.
also Faulds v. Yates, 57 HI. 416; '' In n St. Lawrence Steamboat Co.,
Moses v. S - 1 Ala 608 ; 4 So, 742; n V J. L
0. &M. Ry. I State, 49 0. J " In re M. & II. Ry. Co., 19 Wend.
32 N. E. 933; Mobile, etc. Ry. Co v (N. Y.) L35.
Nicholas, 98 Ala. 92; 12 So. 723.
L03
8 92 [NCORPOEATION AND ORGANIZATION OF CORPORATIONS. [PART I.
or regulation by by-laws providing otherwise, the power to appoint
inspectors of election lies with the stockholders alone. 1
vj 91. Power to hold Meetings for the Election of Directors with-
out the Domiciliary state. — The general rule unquestionably is
that in the absence of statute or unanimous consent of all the
stockholders no election of directors by the stockholders can be
Legal, so as to make them directors de jure, when had at a meeting
called without the limits of the State under whose laws the cor-
poration is created. 2
Twelve of the Commonwealths have statutes expressly author-
izing the holding of stockholders' meetings without the domiciliary
State. 3 In any event, it seems to be now well settled that where
all the stockholders meet without the State and transact busi-
ness thereat, even though such business be the annual election of
directors, the stockholders present at such meeting are estopped
to question the validity of the proceedings had thereat. 4 An ex-
cellent method of validating any action taken by stockholders at
meetings held without the domiciliary State is to have subsequent
action taken by the stockholders at a meeting called within the
State ratifying what has been previously done by them without
the State. This, it has been held, cures all previous defects. 5
§92. Voting by Proxy. — At common law, voting of stock-
holders at annual meetings or special meetings was required to be
done in person. 6 In the absence of statute, charter provision, or
valid by-law giving stockholders this right, the same rule would
apply at the present day. 7
i State v. Merchant, 37 O. St. 251. 11 Wall. 459; 20 Law Ed. 199. The
2 Harding v. American Glucose Co., principle of estoppel may be applied here.
\--i 111. 551 ; .")5 X. E. 577. See Hodgson Handley v. Stutz, 139 U. S. 417; 11 Sup.
v. Company, 4G Minn. 454 ; 49 N. W. 197 ; Ct. 530.
Freeman v. Company, 38 Me. 343; Smith 3 See Part III. Table 11, page 581.
V. Silver Valley Min. Co., 64 Md. 85 ; 20 4 T. M. Co. v. Goodhue, 18 N. Car. 981 ;
Atl. 1032; Aspinwall et al. v. Ohio & Handley v. Stutz, 139 U. S. 417 ; 11 Sup.
M. R. R. Co., 20 Ind. 492 ; W. II. & H. Ct. 5.30.
Mining Co. v. King, 45 Ga. 34 ; Hiles v. 6 G. I. & E. Co. v. Toler, 80 Md. 278;
Parrish, 24 N. J. Eq. 380; Arms v. Con- 30 Atl. 657.
nant, 36 Vt. 750; Bellows v. Todd, 39 c Perry v. Company, 93 Ala. 364; 9
Iowa, 209; Franco-Texas Land Co. v. So. Rep. 217.
Laigle, 59 Tex. 339; Mack v. De Bardel- ' Phillips u. Wiekham, 1 Paige (N. Y.),
;c. Co., 90 Ala. 396; 8 So. 150; 590; Taylor v. Griswold, 1 1 N. J. L. 222;
Lake v. Taylor, 37 Fla. 64 ; 19 So. 172; P. II. S. Bank v. Superior Court, 104 Cal.
Camp v. Byrne, 41 Mo. 525 ; Mitchell v. 649 ; 38 Pac. 452 ; State v. Tudor, 5 Day,
Vt. Copper Min. Co., 40 N. Y. Sup. Ct. 329 ; People o. Crossley, 69 111. 195 ; Perry
406 ; Galveston, etc. Ry. Co. v. Cowdrey, v. Company, 93 Ala. 364; 9 So. 217.
104
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 93
Owing to the unquestioned right of a corporation to adopt a
valid by-law permitting voting by proxy, even in the absence of
a statute authorizing it, the question has ceased to be one of any
great practical importance in the country to-day. Besides this,
statutes exist in all of the States and Territories, except Ari-
zona and Georgia, expressly authorizing the voting of stock by
proxy. It should be observed, however, that where the right to
vote by proxy is given by statute without restriction it cannot be
qualified by by-law. 1
Proxies may be issued in blank and lawfully filled in by the
holder. 2 It has been held that stockholders cannot give an
irrevocable proxy to secure the payment of a debt. 3 It is against
the settled rules governing the control of corporations that an
irrevocable power of attorney which directs the vote on stock,
should be vested in a person who has no interest in the stock or
is not a representative of a person interested therein. 4
The foregoing suggests the question as to whether or not
voting trusts, so common at the present time, are valid. A
" voting trust " may be defined to be an agreement of stock-
holders to give any designated trustee the right to vote at his
discretion through stockholders for a given period of time. It
may be said that such voting trust is valid where neither the
purposes nor the means used contravene any constitutional or
statutory provision or well-recognized principles of public policy,
and are within the scope of the powers of the contracting
parties. 6
§ 93. First Directors' Meeting. — The principal business to be
transacted at the first meeting of the board of directors of a cor-
poration IS (1) the (.'lection of the officers provided for in fhe
by-laws; (2) the carrying into effect the resolutions passed at
the organization meeting of the stockholders, if any, looking <o
the payment of the stock in property, or, in lieu thereof, the
I Bank r. Superior Court, 104 Cal. 649; Kreisel v. Distilling Co., 61 N. J. Eq ."> ;
4 7 Ail 171 ; Brightman '•. Bates, 175 Mass.
- Matter of White, 4:> Hun, 580; 105; 55 N. E. 809; Mobcs v. Scott, 84
Matter oi Townsend, i>, \. V. St. Rep. Ala. 608; I So. 742 ; Clowes v. Miller, 60
N. .1. Eq 179 ; 17 Ail 345 ; Sullivan v.
i Matter of Germicide Co., 65 Hun, Parkea (N Y.), 69Ap Dii 221; 7i NY
606; 20 N, f. Sup. 195. Sup. 786; Freon v. Company, 42 0. St.
1 Clowes v. Miller, 60 X. J. Eq 179; 80. See however Shepaug Voting Trust
47 Atl Case, 60 Conn. 553 24 Ail. 82; Harvej
s M & R. w.Nichols, 98 Ala. 92; 12 v. Company, 118 N. C. 693; 24 S. E.
So. 723; Smith v. Company, n."> < 'al. .>4 ;
105
§ 93 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
passage of a resolution by the board of directors ordering an
assessment, either in whole or in part, upon the par value of the
capital stock. The general rule appears to be that unless the
governing statute or a by-law of the corporation expressly provides
that directors' meetings should be held within the domiciliary
State, that such meetings may be held without the limits of such
State if desired. 1
Some courts, however, apparently distinguish in this regard
between meetings of the board of directors for the election of
officers and those meetings merely called for the transaction of
routine business. Such courts hold that meetings of the first
class must be held within the domiciliary State, while the others
may be held without such State if desired. 2 In nearly half of the
States statutes exist authorizing the holding of directors' meet-
ings without the State. 3 It is unquestionably true that where in-
corporators can perform constituent acts outside of the domiciliary
State directors can elect officers in like manner. 4
When calling the directors together for their first meeting, the
mode of notice provided for in the by-laws must be given. In
the absence thereof personal notice must be given, or a waiver of
notice must be had from each of the directors. 5 It is hardly
necessary to state in this connection that no director can lawfully
delegate power to act for him to another person. 6
At common law a majority of the directors present and voting
at a meeting was necessary to constitute a quorum of the full
board. 7 In some few of the States, notably Oregon, statutory
provisions exist permitting less than a majority of the board of
directors to constitute a quorum. Provisions in statutes and by-
laws requiring the election of directors to be held on a specified
date are ordinarily construed to be merely directory. 8 The
general rule is that a majority of the directors constitute a quorum
1 Thompson v. Company, 58 Miss. 423 ; 5 Bank v. McCarthy, 55 Ark. 473 ; 18
Lead Co. v. Reinhard, 114 Mo. 218; 21 S. W. 759; B. B. It. Co. v. Buck, 68 Me.
S. W. 488 ; Bassett v. Mining Co., 15 Nov. 81; Library v. Association, 173 Pa. St.
293; Parsons v. Lent, 34 N. J. Eq. 67; 30; 33 Atl. 744.
Banna v. Company, 23 0. St. 622. 6 Perry v. Company, 93 Ala. 364; 9
- Smith v. Mining Co., 64 Md. 85 ; 20 So. 217; Craig Medicine Co. v. Mer-
AtL 1032 ; G. I. & E. Co. v. Toler, 80 Md. chants' Bank, 59 Hun, 661; 14 N. Y.
278; 30 Atl. 651. Sup. 16.
; S( e Part III. Tahle 12, page 582. 7 Blackwell v. State, 36 Ark. 178.
4 Ohio, etc. R. R. ( !o. v. McPherson, 35 8 Beardsley v. Johnson, 121 N. Y. 224 ;
Mo. 13. 24 N. E. 380.
106
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 95
for the transaction of business, and a majority of the quorum have
power to bind the corporation by their votes. 1
§ 94. Election of Corporate Officers. — In nearly all of the States
statutes exist designating certain officers that business corporations
must have, and providing that such officers shall be elected by
the board of directors duly convened for that purpose. Where,
however, as is sometimes the case, this power is devolved upon the
stockholders by statute, then directors have no power to elect such
officers. 2 In the absence of such statutes as are here referred to,
giving the directors power to elect officers, it must be admitted
that the current of authority is to the effect that the power then
lies in the stockholders alone. 3
The law implies that directors shall hold their office until their
successors have been elected and qualified. 4 Where vacancies
occur in the board of directors they must be filled, in the absence
of statute, charter provision, or by-law giving the power to the
directors, by the stockholders only, and even where the power to
fill vacancies is lawfully bestowed upon the remaining directors,
vacancies can then be filled only by action of a majority of the
authorized number of directors. 5
Questions of policy, or management, or expediency of contractor
action, or consideration of gross misappropriation or unlawful appro-
priation of corporate funds to the detriment of corporate interests,
are left generally to the decision of the directors if their powers
are without limitation and free from restraint. To hold otherwise
would be to substitute the judgment and discretion of others in
place of those determined on by the scheme of incorporation.
§ 95. Appointment of Executive Committee. — The incorpora-
tion acts "I' Connecticut, Delaware, Massachusetts, Nevada, New
Jersey, North Carolina, Virginia, and West Virginia all authorize
th«: appointment by the board of directors from their own number
of an executive committee to whom may be entrusted most of the
ordinary duties that devolve upon the full board of directors.
i Ten Eyck v. Company, 74 Mich 226; ' People v. Rankle, 9 Johnson (N. V ),
•n N.W.905; see also Hoyt v. Thompson, liT; Hnguenol Nat. Bank v. Studwell, 6
19 \. V 207. Daly (N. V.), 718.
a See In re St. Helen Mill Co., 13 8aw, 5 Moses v. Tom I Ala. 613; i
'xz ; Walsenberg Water ' '". v. Moore, 5 Son.'
Col. App. 144 ; •'■• J Pac. «'■<». ,m:m ''• l; ' ' ' v •'• '"-'I-
>hnson,121 N.Y.224;24 217; 23 Atl. 287; I Imer v. Company, 98
N i; 180; 7 A A, G. lronCo.,63 V J. Me. 579; 57 Ail. 1001.
Law, 168, 357 ; H All 931 ; 16 Ati 1097.
107
§96 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
It was at one time hold that the performance of any duties by the
hoard of directors involving the exorcise of discretion and judg-
ment could not be so delegated. 1 The modern rule, even in the
absence of statute, is that directors have the power to delegate to
a part of their own number authority to perform any part of the
ordinary business of the corporation, even though it involves the
exercise of the broadest judgment and discretion. 2
In any event, whenever a question is raised as to the validity of
acts dune by an executive committee, the ratification of their action
by the full board will undoubtedly correct all defects in the act
complained of which would have been valid in the first instance if
performed by the board itself. 3
§ 96. Stock Assessments. — Where the capital stock of a cor-
poration is not all issued in the first instance in exchange for
property, it is customary for the board of directors to pass a reso-
lution at their first meeting, making an assessment upon the stock
of stockholders either for its entire par value or some fractional
part thereof. Generally speaking, in order to sustain a right of
action on stock subscriptions, it is necessary to show that a valid
call or assessment has been made. 4 An assessment is a rating
or fixing of the proportion by the board of directors or by the
stockholders, which every subscriber is to pay of his subscrip-
tion, of which notice is given, which notice is referred to as a
"call." 5
While it is doubtless true that a " call " may be made either by
the directors or the stockholders, nevertheless it is usually made
by the directors. This of course necessitates the organization of
the corporation as a preliminary to the making of a valid assess-
ment. 8 The purpose of the " call " is to fix the time for pay-
ment where that is not provided for either by statute, charter
provisions, or by-law. 7 The better rule seems to be that the
i Gillis v. Bailey, 21 N. II. 149. * Chandler v. Siddlc, 5 Fed. Cases No.
2 Hoyt v. Thompson, etc., 19 N. Y. 207 ; 2594 ; 3 Dillon, 477.
Burden r. Burden, 159 N. Y. 187 ; 54 5 Spanker v. Company, 21 111. 276.
N. E. 17; Jones v. Williams, 139 Mo. 1 ; ° Williams v. Taylor,120 N. Y. 244;
40 S. W. 383 ; Davis v. Company, 2 Utah, 24 N. E. 288 ; Williams v. Company, 153
7 1 : Tempel v. Dodge, 89 Texas, f>9 ; 32 Ind. 496; 55 N. E. 425.
S. \V. 514; 33 S. W. 222; Metropolitan 7 West v. Crawford, 80 Cal. 19; 21
Telephone Co. v. Company, 44 N. J. Eq. Pac. 1123; W. S. Bank v. Bank, 107 Mo.
568; HAtl. 907; Sheridan Electric Light 133; 17 S. W. 644; Champion Fire Kin-
Co. v. I5ank, 127 X. Y. 517 ; 28 N. E. 467. dler Co. u. Kischert, 74 Mo. Ap. 537.
3 D. P. By. Co. v. Company, 163 U. S.
564; 16 S. Ct. 1173.
108
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 97
directors have implied power by virtue of their office to make
assessments. 1
In any event, shareholders may delegate such power to the
directors when the same is given to them by statute or by-law. 2
It is questionable, however, whether the directors have power in
their turn to delegate the power of making assessments to some
ministerial officer. 3 In the making of assessments the utmost care
should be observed to see that all the statutory requirements rela-
tive to the same are complied with.
§ 97. Certificates required to be made by Officers or Directors
after Organization. — In Maine, Massachusetts, Arkansas, and
Indiana the statutes require that the board of directors together
with certain of the corporate officers shall file a certificate of
organization with certain officers. Ordinarily the failure to file
such certificate would not affect the legal character of the cor-
poration unless there was a statutory provision to that effect. 4
In Illinois, Missouri, Tennessee, and Utah a certificate of due
organization is issued to the corporation by State officials. 5
In New York, New Jersey, District of Columbia, Nevada,
Indiana, Massachusetts, North Carolina, and Colorado the law
requires that after the payment, either in whole or in part, of the
capital stock a certificate shall be made and. filed in the proper
State office setting forth the facts relative to such payment. 6
In some of the States, notably New Jersey, failure to file such
certificate renders the officers neglecting or refusing to make
such certificate for thirty days after written request so to do,
jointly and severally liable for all debts contracted before the filing
of such certificate. 7
Unless there is a penalty provided, such provisions arc merely
directory. 8
1 Budd v. Company, 15 Ore. 413; 15 ° Also in Delaware upon request of a
Pac. 659; Smith r. Company, l How. creditor or stockholder.
(Miss.) »7'.». 7 Hassan Hank v. Brown, .'50 X. J. Eq.
- Rives v. Company, 30 Ala. 92. 478; Waters v. Qainby, 27 N. J. L, 296.
3 Pike r Company, 68 Me. 445; S. II Bee S.F.N. Bank v. AJmy, 117 Ma- 176;
Road v. Green, 12 R. I. 164. Chase's Pat El. Co. v. Compauy, 152 Mass.
* In re Bhakopee, etc. Co., 87 Minn. 428; 28 N. E. 300; Chase v. Lord, 77
91; 33 N. W. 219; Franklin Bridge Co. N V. i j Block v. Womer, 100 III. 328;
v. Wood, 14 <.a. BO; Tn r< Philadelphia Hardman i>. Sage, 124 N. ST. 25; 26 N. E.
Artisans institute, « Phila. 229; A. B. A. 354; Flasn v. Conn, 16 Fla. 428; Austin
& G. Co. v. Whittier, 117 Mass. 151. v, Berlin, 13 Col 200; 22 Pac, 438.
» See Boston Acid Mfg. Co. v. Mo- B Veeder v. Undgett, 95 N. Y. 295
ring, 15 Gray (Mass.), 251.
109
§ 99 INCORPORATION AM) ORGANIZATION OF CORPORATIONS [I'ART I.
^ 98, Time in which Corporation must organize and commence
Business. — Over half of the States have provisions upon their
statute books requiring corporations to organize and commence
business within from one to five years after the issuance of their
charter. 1 Usually the penalty for failure to so organize and com-
mence business is the right given to the State to bring proceed-
ings for the forfeiture of the corporation's charter on the ground
of non-user thereof during the statutory period. It is undoubtedly
true, however, that as against all but the State failure to organize
and commence business within the time limited by statute will not
prevent it from becoming a corporation de facto?
§ 90. Stock Certificates. — Stock certificates arc the muniments
and evidence of the holder's title to a given share in the property
and franchises of the corporation in which he is a member. 3
Subscribers to the capital stock upon complying with the terms of
their subscription are entitled to certificates of stock showing the
number of shares owned by them. These certificates must be
signed by the officers designated for that purpose by statute or, in
the absence of statutory provision, by such officers as are desig-
nated in the by-laws for that purpose. 4 A seal is not necessary
to the validity of a corporation of stock in a corporation (although
it is customary to affix one), and this, too, even in the presence of
statutory requirements. 5 Neither is it necessary to the validity of
a stock certificate that it should be issued in the State of the cor-
poration's domicile. 6 Generally speaking, however, the stock cer-
tificate book, seal, and stock transfer books must be kept within
the State unless the statute provides otherwise. 7
Statutory provisions exist in nearly all the States providing the
minimum and maximum par value of shares of capital stock. 8 In
some few States the statute expressly provides that all the stock
certificates issued by a corporation shall be of a uniform par value.
Even in the absence of such a mandatory provision, it is at least
1 See Part III. Table 11, page 581 ; * N. 0. &T. P. Co. v. Bank (Ohio), 24
see also People v. Ry. Co., 45 Cal. 306; Wk. Law Bui. 198; Titus v. G. W. T.
Commonwealth v. Water Co., 110 Pa. St. Road, 61 N. Y. 237.
391 ; 2 Atl. 63. 5 Fitzhugh v. Bank, 3 Monroe (Ky.), 128 ;
- Lehman v. Warner, 61 Ala. 455; S. Halsted v. Dodge, 1 How. Pr. (N. Y.) 170.
L. A. i T. H. Ry. Co. v. Company, 158 ° Courtright v. Deeds, 37 la. 503.
HI. 390; 41 N. E."916; County of Macon 7 Perkins v. Lyons, 111 la. 192; 82
v. Shores, 97 U. S. 272. N. W. 486.
anica Bank v. Company, 13 N. Y. 8 See Part III. Table 6, page 576.
599.
110
CHAP. III.] ORGANIZATION AFTER INCORPORATION. § 99
questionable whether the courts would sustain the issuance of
stock certificates of more than one designated par value. 1 In the
absence of statute prohibiting the same, corporations may insert
in stock certificates such stipulations as they choose relative to the
rights of the holders of such certificates, and these constitute
valid contracts between the stockholders and the corporation. 2
1 See In re Cressona Building Ass'n, I panv, 129 (Pa.) St. 405 ; 18 Atl. 414 ; Dela-
Legal Register (Pa.), 177. As to meaning field v. Illinois, 2 Hill (N. Y.), 172.
of \>ur value, see Commonwealth v. Com- 2 Pioneer Co. v. Brockett, 58 111. Ap.204.
Ill
§100 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
CHAPTER IV.
ISSUANCE AND PAYMENT OF CAPITAL STOCK.
§ 100. General Remarks as to the Issuance and Payment of Cap-
ital Stock upon the Organization of a Corporation. — 111 Connec-
tion with the issuance and payment of capital stock following
the organization of a corporation, several important matters should
be considered, such, for example, as the time within which the cap-
ital must be paid in ; the question as to how the capital must be
paid in with reference to whether in cash, in property, or in ser-
vices ; and, finally, consideration of the safest and most convenient
method to be adopted by the corporation so that it can sell a por-
tion of its capital stock at less than par, if necessary, for the
procuring of working capital for the corporation ; and this, too,
without subjecting the purchasers of such stock to any liability to
creditors for alleged unpaid stock subscriptions thereon.
It appears that in certain of the States, notably South Dakota
and Tennessee, it is not necessary that any of the capital stock
be cither subscribed or paid in, in order that the corporation
may transact business. 1 In the several States provisions of the
several incorporation acts in force therein differ greatly in regard
to the matter of the time within which capital stock must be paid
in. New York requires that half of the authorized capital be
paid in within one year ; Missouri, fifty per cent thereof immedi-
ately ; Maryland, one-fourth of the capital must be paid in each
year ; in Indiana, manufacturing corporations must pay in all their
capital within eighteen months. Twenty of the States require a
certain percentage of the capital to be paid in, in order to com-
mence business ; while in twenty -five a certain percentage of the
authorized capital must be subscribed. 2 As a general rule the
effect of the provisions of law here referred to when they are not
complied with has been held not to affect the existence of a cor-
poration as a corporation de jure, but merely afford ground for a
1 See ante, § 2. 2 See Part III. Table 6, page 576.
112
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK.
101
judgment of ouster in a proper action brought by the State for
that purpose. 1
Sometimes the statutes go further and require certificates as to
the payment of the capital stock to be filed in designated offices. 2
§ 101. Manner of Payment of Capital Stock. — Probably 110 Sub-
ject of corporation law is more involved in apparently hopeless
confusion than that growing out of the question of the payment of
capital stuck of corporations where the rights not only of stock-
holders, but creditors as well, are involved. Frequent attempts
have been made from time to time by both State legislatures and
the courts looking to the enactment or declaration of rules which
will remove the question from its present vague and unsatisfactory
form into the realm of certainty and security. It may not be
without its practical value to trace here the sporadic development
of the various doctrines that have been advanced from time to
time relative to both how the capital stock of a corporation may
be paid in, and when so paid in whether the valuation placed upon
the property accepted by the corporation in exchange for stock,
shall be conclusive alike upon stockholders and creditors. The
common law rule with reference to the manner of payment of the
capital stock of a corporation appears to have been from time im-
memorial that it must have been paid for either in money or
money's worth. 3 In this country such a rule seems to have ob-
tained at an early date. Even when required, by constitutional
provision or statute, that stock should be paid for in cash, never-
theless the courts early adopted the view that the same might be
paid for in money or money's worth. Otherwise it would simply
put the corporation to the necessity of issuing stock in the first
instance for money, and then ordering it to be immediately paid
out for necessary Labor, property, or services.!
'I'ln' next step in order <>l' development was the enactment of
either constitutional or statutory provisions expressly authorizing
i Baker o. I'.acku*, v,-2 111 TO; Fur- - See Quinby v. Waters, 28 X. J. L.
gason o, Company, 78 Miss. 65; 27 So. . r .:i.'s. See ante, sec. 97.
H77 ; Hammond v. Strauss, ",:: M.l. i; :! Drammond'a <';i-r, L. R. i Chan.
People v. Chambers, 12 Cal 201; People Ap. 772.
v. Bank, 7 Col. 226 ; 3 Pac 214; Palmer ' Liebe v. Enapp, 79 Mo. 22 ; Camden
v. Lawrence, ••'• Sandf. N. V. 161 : Lake v Stuart, m U. 8. mi; 12 s I
Ontario, etc. R. Co i- Mason, 16 V V Kronerl v. Johnston, L9 Wash. 96; S3
4.')i ; Spartenbnrg, etc. R. Co. v. Ezell, Pac. 605,
1 1 s. C. 281 : State ex rel. v. Webb, 'J7
Ala 111; 12 So. 377.
8 113
£101 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
the payment of stock of corporations in money, property, or
Ben ices. Later came a wave of constitutional enactments mainly
confined to the Western States, to the effect " that no corporation
should issue stock except for money, labor done, or property act-
ually received, and declaring that all fictitious increase of stock
should be void." In early times, when the number of corporations
formed were few in number, and their charters limited to a few
purposes, the courts were seldom called upon to determine whether
or not capital stock had been actually paid in in accordance with
l aWj — this for the reason that in most cases the mode of payment
of such stock had been in cash. However, early in the nineteenth
century the question became a vital one through the not infrequent
attempts on the part of certain corporations to pay for their stock
in property taken at a valuation which in the opinion of many
was largely fictitious if not fraudulent. When such corporations
became insolvent, creditors, and sometimes before that time stock-
holders, brought the question in its practical form before the"
courts as to whether such valuation were binding not only upon
the corporation, but upon its creditors as well. It was such a
case which led Justice Joseph Story in 1824 to give utterance to
the famous " trust fund doctrine " to the effect that the capital
stock of a corporation is to be regarded at all times as a fund held
in trust by the corporation for the benefit of its creditors. 1
In its practical application the trust fund doctrine was found to
be an instrument of injustice rather than of justice. Besides this
it had never received the sanction of the common law, as it existed
in England before the Revolution, and had not in its last analysis
any right to demand recognition on the broad basis laid down for
it by its founder. By degrees the majority of the courts refused to
recognize the trust fund doctrine, at least in its original form, and
declared upon the only safe ground, which was that stockholders
should only be held liable to creditors on stock issued in exchange
for property, upon the ground of fraud. 2 At the same time the
courts divided upon the question whether in the appraisal of
property taken in exchange for capital stock corporations should
be required to appraise such property at its true value without
regard to the intention of the parties upon whom the duty of
1 See Wood v. Duramer, 3 Mason, 308 ; 2 See opinion of Justice Wm. Mitchell
Fed. Cases No. 17944. in Ilospes v. Company, 48 Minn. 174;
50 N. W. 1117.
114
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 101
making such appraisal was imposed, or whether they should treat
all such appraisals as conclusive upon both the corporation and
creditors when made in good faith and where no actual fraud
appeared in the transaction. At this time, too, the courts almost
universally decided to distinguish in this regard between the
rights of the corporation and its stockholders on the one hand and -
the rights of creditors on the other. Such a distinction as is
here referred to was evidenced by the adoption of the rule now
recognized everywhere that a valuation placed upon stock by the
corporation may be valid and binding upon the corporation and its
stockholders and yet not conclusive as against creditors. 1
The doctrine here referred to is well stated by Judge Showalter
in a Federal case as follows : 2
"Whatsoever may have been in fact the value of the property
turned over to the company for its stock, the latter agreed to take it
for the stock. The persons interested were the stockholders, and
there was no dissent on the part of any person concerned in what was
thus done. Neither any person thus holding stock nor any person
who afterwards became a stockholder by assignment from one who
then held stock can now make complaint on behalf of the corporation
against the lawfulness of that transaction. This I take to be the
settled law on that subject."
The next evolutionary step is to be found in the recognition by
both the legislatures and courts of a number of the Commonwealths
of the unsatisfactory results attending the application of not only
the narrow and falsely conceived " true value rule " above referred
to, but that of the " good faith rule " as well. It was clearly seen
thai something further was needed in order to remove the subject
for all time from its situation of uncertainty and doubt. Both the
li gislatures and the courts of these Commonwealths undertook to
remedy the matter, with what success it will hereafter appear.
Certain of the States, such as New Jersey, New York, Delaware,
West Virginia, Connecticut, and others, enacted statutes providing
in Bubstance thai in those cases where corporations attempted to
te their capital stock as fully paid in exchange for property,
i Handleyv Stntz, 139 U. 8, H7 35 N V. 263; 26 V E 145; Parmalee v.
I, I. 227; Scovill v. Thayer, 105 l. S. Price, 208 111.544; 70 N E
143; 26L. E. 96 Company, 125 '-' Northern Troal Co. v. Company, 75
Fed
1 L5
§101 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
the valuations placed upon such property by the board of direc-
tors thereof should, in the absence of actual fraud or gross over-
valuation, be conclusive in the premises. Again, other States
sought to remedy the evil in a surer, if less generally satisfac-
tory form. Thus, for example, Michigan, Virginia, Florida, and
other States have acts upon their statute books requiring a de-
scription of the property which they desire to accept in exchange
for their capital stock to be submitted to State officials in order
that the valuation placed upon such property by the corporation
may be approved by such State officials before the stock can be
issued ; the act further generally providing that after such
appraisal has been approved by the State officials, it should be
conclusive in the premises.
Turning now to the efforts of the court on their part to remedy
the evil above referred to, the following may be said. Without in
terms adopting what is hereinafter referred to as the " speculative
value rule" the courts in recent years have often recognized, in
connection with attempts on the part of corporations to issue stock
as full paid in exchange for property, the distinction that clearly
obtains between property which has either a well-known or
easily ascertained market value and that other species of property
of the character commonly known as " speculative," which with-
out any present large intrinsic value, possesses nevertheless in
almost every instance a large value for future speculative pur-
poses, not determinable, however, by the ordinary market value
standards. Such a rule, when generally recognized, will have the
effect in law of practically dividing corporations into two great
classes with respect to the question of issuing stock thereof in
exchange for property, to wit, non-speculative and speculative
corporations.
On the subject now before us certain portions of the able report
of the Massachusetts legislative committee on corporations ren-
dered in 1903, is so peculiarly instructive and appropriate that we
venture to quote the following extract therefrom:
"The history of corporations, as well as the logic of the case,
shows that there are possible two general theories as to the State's
duty in creating corporations : first, the old theory that, being
ires of the Stat<>, they should be guaranteed by it to the public
in all particulars of responsibility and management; and the modern
quite opposite theory that, in the absence of fraud in its organization
116
CHAP. IV.] ISSUANCE AND PAYMENT OP CAPITAL STOCK. § 101
or government, an ordinary business corporation should be allowed to
do anything that an individual may do. Under the old theory, the
capital stock of a corporation was, in the law, considered to be a
guarantee fund for the payment of creditors, as well as affording a
method of conveniently measuring the interests of the individual
owners of a corporate enterprise. There resulted from this principle
not only the fundamental proposition that the capital stock, being in
the nature of a guarantee fund, should be paid up at its full par in
actual cash, but all the other provisions to protect creditors or other
persons having dealings with the corporation : such as, that the debts
of a corporation should not exceed its capital stock, designed prima-
rily in the interest of creditors and secondarily in that of the stock-
holders, who were looked after as carefully as if they were the wards
of the State when dealing in corporation matters. Under the modern-
theory the State owes no duty to persons who may choose to deal
with corporations, to look after the solvency of such artificial bodies ;
nor to stockholders, to protect them from the consequences of going
into such concerns, the idea being that in the case of ordinary busi-
ness corporations the State's duty ends in providing clearly that credi-
tors and stockholders shall at all times be precisely informed of all
the facts attending both the organization and the management of
such corporations, and particularly that there should be full publicity
given to all details of the original organization thereof.
"The committee has had little hesitation in determining which of
these theories it should adopt. The limit of capitalization both in
amount and in valuation to the net tangible assets of the corporation
has unquestionably had much to do with the arrest of corporate
growth in this Commonwealth. Good-will, trade-marks, patents may
unquestionably be valuable assets, which, under our present method,
may not be capitalized. Admirable as this theory may have been, of
payment of capital stock in full in cash, the condition is so easily
avoided in practice that the result is that our existing law promises a
protection which, in reality, it does not afford, and is merely an em-
barrassment to those who feel obliged to comply not only with the
letter but with the spirit of the law. It is no longer true that persons
dealing with corporations rely upon the state laws to guarantee their
solvency or their proper management. The attempts of the Common-
wealth to do so by laws still remaining on its statute books result, as
we apprehend, only in a false sen e oi security; and we believe that
the act proposed, while giving up the attempt to do the impossible
thing, will really, by its greater attention to the details of organiza-
tion required to be made public by all corporations, result in an ad-
vantage to stockholders and creditors more substantial than the
1 IV
§101 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
present partial attempt to enforce a principle impossible of complete
realization and whirl) is, under existing laws, easily evaded.
••It is impossible to reconcile or combine the two systems. Either
the old theory must be maintained, under which the State attempts
though vainly to guarantee both to stockholders and creditors that
there is one hundred dollars of actual value behind each one hundred
dollars of par value of capital stock, or some other system must be
adopted which, while not being chargeable with the vagueness and
laxity of the newer legislation of other States, will permit a share of
capital stock, although nominally one hundred dollars in value, to rep-
resent, as the word implies, only a certain share or proportion, which
may be more or less than par, of whatever net assets the corporation
may prove to have. Under a system of this sort the State machinery
will only provide that the stockholders and, perhaps, the creditors,
may at all times have access to the corporation records or returns in
such manner as clearly to show, both at organization and thereafter,
all of the property or assets of which such share of capital stock
actually represents its proportion of ownership.
"The question of monopoly the committee does not conceive to
have been left to its consideration. The limitations now existing on
the capitalization of business corporations are, no doubt, attributable
to the sentiment which has always existed against monopoly, but it is
clearly the policy of the Commonwealth, as shown in its recent legis-
lation, to do away with the attempt to prevent large corporations,
simply because they are large. Moreover, it is apprehended that the
question of monopoly, or rather of the abuse of the power of large
corporations, does not result necessarily from the size of corporations
engaged in business throughout the United States. In the opinion of
the committee, some confusion has been created, in the discussion of
the form of so-called trust legislation, by a failure to appreciate that
its real object is not to protect the investor, who can or should learn
to take care of himself, or the creditor who has already learned to do
so. The real purpose of such legislation is the protection of the con-
sumer. In other words, there is no reason for an arbitrary limitation
of capitalization unless it can be used as a means of creating a mo-
nopoly which will influence the price of commodities. In the opinion
of the committee, the question of capitalization is not a contributing
factor in the fight for a monopoly. The United States Steel Company
would have no greater and no less a monopoly of the steel business if
it were organized with one-half of its present capitalization. The
Standard Oil Company has a very conservative capitalization, and yet
it is the most complete monopoly of any industrial corporation in this
country.
118
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 101
" At all events, it is no better for the State to leave its citizens at
the mercy of the large corporations created by other less careful sover-
eignties, than to permit the organization of corporations adequate to
the demands of modern business under its own laws, subject to its
own more careful regulation and control. Under our State and Fed-
eral system it is practically impossible for any one State, by its own
laws, to control foreign corporations, but so far as possible at present
the committee has sought to subject them to the same safeguards of
reasonable publicity and accurate returns, both as to organization and
annual condition, as the State requires of its own corporations. The
simple requirement of an annual excise tax, based on the capital-
ization of such foreign corporations, will serve to bring them under
the control of this State, and the way will be open for their further
regulation if desirable. This annual tax has been levied upon the
same principle as the corresponding tax paid by home corporations.
The State should impose no greater burden on foreign corporations
than on its own, but should, so far as possible, subject them to its
own laws.
'• The committee would repeat its opinion that, so far as purely
business corporations are concerned, and excluding insurance, finan-
cial, and public service corporations, the State cannot assume to act,
directly or indirectly, as guarantor or sponsor for any organization
under corporate form. It can and should require, for itself and for
se of all persons interested in the corporation, the fullest and
most detailed information, consistent with practical business methods,
as to the details of its organization, the powers and restrictions im-
posed upon its stockholders, and as to the property against which
Stock is to be or has been issued.
" Capital stock may be paid for in cash or by property. If it is
paid for in cash, it may be paid for in full or by instalments, and a
machinery has been created for protecting the corporation against the
failure of the subscribers to stock to pay the balance of their sub-
scriptions. If stock is paid for by property, the incorporators and not
the State are to pass upon its value. Before any stock, however, can
be issued for property, a description of the property sufficient for
purposes of identification, to tin' satisfaction of the Commissioner of
Corporations, musl be filed in the office of the Secretary of the C -
monwealth. This document becomes a public record, ami may In-
consulted by any our interested in the corporation. 1 f the officer of
a corporation make a return whirl: is false and which is known to he
. they are liable to any one injured for actual damages. 1 1 a full
and honest description is made of prop< Q8t whieh si-
issued, a stockholder cannot, complain because of his failure to inform
1 L9
8103 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
himself by personal examination or investigation of the value of the
property in which he is, or contemplates becoming, an investor.
e second principle upon which the committee has acted in its
specific recommendations is this: that the State should permit the
utmost freedom of self-regulation if it provides quick and effective
machinery for the punishment of fraud, and gives to each stockholder
the right to obtain the fullest information in regard to his own
rights and privileges before and after he becomes the owner of
stock."
§ 102. Payment of Capital Stock in Services. — The statutes of
Alabama, Arkansas, California, Colorado, Delaware, Florida,
Idaho, Kentucky, Maine, Missouri, Montana, North Dakota, South
Carolina, South Dakota, Texas, Utah, Virginia, Washington, West
Virginia, and Wisconsin expressly authorize the payment of stock
in services. Tt sometimes becomes a question of importance to
know just what is meant by " services " as used in this connec-
tion. 1 Frequently attempts are made to issue stock to persons
gratuitously for the use of their name in the promotion of the
corporation under the theory that permission to use their name is
a proper service rendered to the company, against which stock
may be issued. The current of authority seems to be against this
proposition. 2
Still again, the constitutional provision which exists in many of
the States declaring all fictitious increase of stock void militates
against such lines of procedure. 3
Oftentimes an attempt is made to issue stock to promoters of
corporations under what is known as " promotion stock." The
promoters are usually the incorporators, and as such are not
entitled to gifts of stock. 4 However, if in the promotion of the
company services and time have been employed, the same may
be recompensed to the extent of the just value of such services.
§ 103. Payment of Capital Stock in Property. — In most of the
Commonwealths statutes exist expressly authorizing the payment
of capital stock of a corporation in property. 5 Even in the absence
i See Arapahoe, etc. Co. v. Stevens, 13 Fogg v. Blair, 139 U. S. 118; 35 Law Ed.
Col. 534 ; 22 Pac. 823 ; Clevenger v. Moore 104.
(N. J.), 58 Atl. 88. 8 See Ilellerman v. Maier, 116 Cal
- P. S. Hank v. Company, 105 Mich. 416; 48 Pac. 377.
535; 63 X. W. 514; Christensen v. Eno, 4 Brown v. F. S. II. Co., 119 Fed.
106 N. V. 07; 12 N. E. 648 ; Ilandlev v. 472.
Stutz, 139 l'. S. 417 ; 35 Law Ed. 227 ; 5 See Part III. Table 10, page 580.
120
CHAP. IV.] ' ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 103
of such statute stock may doubtless be issued in the same manner,
provided the purchase of such property is within the express or
implied powers conferred by the charter and the property is of
such a character as to be suitable for the specific purpose for
which the corporation was formed. 1 Some few of the States
describe in considerable detail just what kinds or classes of
property may be accepted by the corporation in exchange for
its capital stock. The incorporation acts of Alabama, North
Carolina, Virginia, West Virginia, and New Jersey are partic-
ularly full in this regard. In the absence of such provisions
corporations under the restrictions stated above may accept in
"payment of their capital stock all kinds of real and personal
property having some monetary value, such as mining lands, gas
lands, patent rights, secret formulae, trade-marks, and the good
will of an established business. 2
The payment of capital stock may be made in notes, bonds, or
mortgages in the absence of any statutory or charter prohibition. 3
But as to creditors, if the notes, bonds, or mortgages should turn
out to be worthless, the parties accepting such stock might be
compelled to pay the par value of such stock in money. 4 So it
has been held that stock of a corporation may be paid for in
advertising, in a license to take minerals from lands, 6 and in
stock in other corporations. 7
In other words, capital stock of a corporation may be. issued
against any property which the corporation is authorized to pur-
chase, or which is necessary for its legitimate business. 8
One of the most frequent questions with which an attorney has
to deal in connection with the organization of a corporation has
reference to devising some safe method whereby stock may lie
Legally issued in the first instance as full paid and non-assessable,
to be thereafter sold below par if necessary for the purpose of
procuring a working capital for the company. The main thing
1 Liebke v. Knapp, 79 Mo. 22. 8 Goodrich v. Reynolds, 81 III. 490;
2 Lou. I /-. Company, 153 U. 8. •">''>»; Stoddard v. Company, 44 Conn. 545.
in s. Ct. 928; Carr < : . La Fevre, 27 Pa. ' Bonton v. Denent, 123 111 142; u
417; American Tnl e & iron Co. <•. Com- N. I.
pany,165Pa St.489; 30Atl. 940; Young • Liebke v. Knapp, 79 Mo. 22.
v Company, 65 Mich. Ill; 31 N.W.814; '• Bhepard v. Drake, 61 Mo. A p. 134.
Washburn v. Company, 81 Fed. 17; ' East N V. .1 K. Co o. Lighthall, 86
Whitehill v. .Far.,!,., 75 Wis. 174; M Ho* Pi 181.
N. W. 630; Bank u. Company, 32 W Va. Brunei <. Brown, 139 Ind. GOO; 38
87; 598. E 243; Kelly p. Clark, 21 .Mont. N. E
319; 53 Pac. 959.
121
8 In I INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
to be kepi in mind in connection with the foregoing is to sec that
the stock is so issued that future purchasers thereof shall not be
liable thereon either to the corporation or to creditors. This can
be accomplished most satisfactorily in the following manner.
Have the corporation accept the proposition to issue its capital
stork, either in whole or in part, against real or personal property
to be thereafter duly conveyed or transferred to the corporation.
Next the property so conveyed or transferred should be appraised
at a valuation which will stand the test according to the character
of the property so conveyed or transferred of either the good faith
or the speculative value rules already referred to. The next step
is for the party to whom such stock is issued to transfer such
stock, either in whole or in part, back to the corporation under
a trust agreement providing that the same shall be sold at such
times and at such prices as to the board of directors of the cor-
poration will seem advisable for the purpose of procuring the
necessary working capital. Under such circumstances the stock
so transferred, while originally issued at par, may he sold at the
best price obtainable, and the purchasers will not incur liabil-
ity beyond the agreed price even to subsequent creditors. 1 The
same is true of stock that has been forfeited for non-payment of
assessments. 2
§ 104. Statement of True Value Rule. — In connection with the
appraisal of property taken by a corporation in exchange for its
capital stock, the courts have established various rules with a view
to laying down some satisfactory principle upon which such
appraisal may be based in those cases where creditors seek to
enforce as against the holders of such stock an alleged liability
for unpaid stock subscriptions. Tbe various rules here referred
to may be enumerated as follows : " the true value rule," " the good
faith rule," and "the speculative value rule." It is to the first
of these that our attention will now be directed.
What is known as " the true value rule " is a natural outgrowth
of the adoption by many of the courts of the trust fund doctrine
enunciated by Judge Story in Wood v. Dumracr. 3 This may be
i Iron Co.et a!, v. Haves ct ah, 165 Pa. 7 S. Ct. 482; Coleman v. Howe, 154 111.
St. 489; 30 Atl. 936 ; Lake Snp. Iron Co. 458 ; 39 N. E. 725 ; Kimball v. Company,
V. Drexel, 90 N. Y. 87 ; Davis Bros. v. 69 N. H. 485; 45 Atl. 253.
Companv, 101 Ala. 127 ; 8 So. 496 ; Ailing 2 Pullman v. Company, 73 111. Ap. 313 ;
v. Wenzel, 133 111. 264; 24 N. E. 551; Otter v. Company, 50 Barb. 247.
M. & L. R. Ry. Co. v. Dow, 120 U. S. 287 ; 8 3 Mason, 308 ; Fed. Cases, No. 17944.
122
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK.
105
stated as follows : That the courts will not treat anything in the
shape of property accepted by the corporation in exchange for its
capital stock as payment thereof except to the extent of the true
value of the property received, wholly without regard to the pres-
ence of fraud or the absence of good faith in the transaction. 1
Not only has the true value rule been adopted by many courts.
irrespective of statute, but it has found legislative recognition as
well. Thus the incorporation act of Alaska requires that such
property shall be assessed at its true money value ; that of Con-
necticut and Delaware, at its actual value ; in Kentucky, at its
market price ; in North Dakota and South Carolina, at its true
money value ; in Tennessee and Utah, at its fair cash value, and
Florida, at a just valuation. In Connecticut, Massachusetts, and
North Dakota the necessity of making such appraisal according
to the strict letter of the statute is very forcibly suggested by
making the directors liable to all parties injured thereby in case
they fail to make such appraisal as directed by the act. Statutory
provisions which exist in so many of the States declaring all
fictitious increase of stock void have been held by the courts
nut to make the validity of an over-issue of stock dependent upon
the inquiry whether the money or property received therefor was
of equal value in the market with the stock so issued, or to restrict
private corporations acting without the approval of their stock-
holders in the sale of their stock for money, property, or labor
done upon such terms as they might deem proper, provided always
that the transaction is a real one, based upon present consideration,
having reference to legitimate corporate purposes, and is not merely
a device to evade the law and accomplish that which is forbidden. 2
§ 105. Statement of Good Faith Rule. — As has already been
observed in a previous section, 3 the trust fund theory of Justice
Story no longer obtains in a majority of the States. With the
absence of any general recognition by the courts of this doctrine,
there necessarily followed the abrogation of the true value rule,
which was based largely upon the trust fund doctrine. In its
place has appeared in many jurisdictions wbat is known as the
"good faith rule." 'I'll'' true value rule in its practical applica-
tion was harsh and unconscionable, was wholly in the interest of
i Shiekle v. Watt-, 94 Mo. nn, 7 Pai S82 M. & L. R. By. Co. v. Dow,
S. \V 274. 1-'" U. S 287 ; 7 S. Ct. 482.
aith v. Company, LIS Ca] 584 ; \1 3 Ante, § 101.
123
§105 ENCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
creditors, and made little account of the interests of equally inno-
cent stockholders. The good faith rule, on the other hand, while
often difficult of practical application, is much more liberal and
fair to all concerned than the rule which it is now so rapidly sup-
planting. It may be stated as follows:
That where the governing statute authorizes the shares to be
paid for in property instead of cash, or where the law of the State
concedes this power, then the fact that they are so paid for at a
fair valuation of the property, affords no ground of complaint to
the creditors, provided such payment is made and accepted in
good faith. In fact, in order to render the transaction void
either gross over-valuation or actual fraud must be shown. 1
In order to obtain a clear understanding of the distinction that
exists between the true value rule and the good faith rule, it is
necessary to understand the reasons which actuated so many of
the courts in repudiating in the first instance the trust fund doc-
trine in order to clear the way for the adoption by such courts of
the good faith rule. Nowhere will be found a better statement of
this matter than that presented by Justice William Mitchell of the
Minnesota Supreme Court in the case of Hospes v. Northwestern
Manufacturing Company. 2
" It is difficult," said Justice Mitchell, " if not impossible, to
explain or reconcile decisions and cases bearing upon the trust
fund doctrine, or, in the light of them, to predicate the liability of
the stockholder upon that doctrine. But by putting it upon the
ground of fraud, and applying the old and familiar rules of law
on that subject to the peculiar nature of a corporation and the
relation which its stockholders bear to it and to the public, we
have at once rational and logical ground on which to stand. The
capital of a corporation is the basis of its credit. It is a substi-
tute for the individual liability of those who own its stock. People
deal with it and give it credit on the faith of it. They have a
right to assume that it has paid in capital to the amount which
it represents itself as having; and if they give it credit on the
faith of that representation, and if the representation is false, it
is a fraud upon them ; and in case the corporation becomes insol-
1 Bank v. Alden, 129 U. S. 372; 32 Whitehill v. Jacobs, 75 Wis. 474; 44
L. E. 72o ; Rood v. Wharton, 74 Fed. 118; N. W. 6-30 ; Young v. Company, 65 Mich.
Coit v. Company, 119 U. S. 343; 7 S. Ct. Ill ; 31 N. W. 814.
231; Boynton v. Hatch, 47 N. Y. 225; * 48 Minn. 174; 50 N. W. 1117.
Van Cott v. Van Brunt, 82 N. Y. 535;
124
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 106
vent the law, upon the plainest principles of common justice, says
to the delinquent stockholder, ' Make that representation good by
paying for your stock.' It certainly cannot require the invention
of any new doctrine in order to enforce so familiar a rule of equity.
It is the misrepresentation of fact in stating the amount of capital
to be greater than it really is that is the true basis of the liability
of the stockholders in such cases ; and it follows that it is only
those creditors who have relied, or who can fairly be presumed to
have relied, upon the professed amount of capital, in whose favor
the law will recognize and enforce an equity against the holders
of ' bonus stock.' This furnishes a rational and uniform rule, to
which familiar principles are easily applied, and which frees the
subject from many of the difficulties and apparent inconsistencies
into which the 'trust-fund' doctrine has involved it; and we
think that even when the ' trust fund' doctrine has been invoked
the decision in almost every well-considered case is readily
referable to such a rule."
Another statement of the good faith rule is to be found in Kelley
v. Company, 1 to the following effect: If the nature of the property
and the extent of the valuation are such that the latter might have
been due to errors of judgment, then to render the transaction
invalid as against creditors actual fraud must be shown, and the
question is one of fact. On the other hand, if the over-valuation
is so gross that it could not have been due to mere errors of judg-
ment, the transaction will be held fraudulent as a matter of law. 2
§ 106. Statement of " Speculative Value Rule." — It must be
admitted that neither the "true value rule" nor the "good
i 21 Mont. 819; 51 Pac. 959. Ry. Co. (Cal.), 51 Pat-. 710; Jenkins v.
2 Coleman v. Howe, 154 111. 458; 39 Bradley, 104 Wis. 540; 80 X. \V. 1025;
N. E. 7.T, ; X. II. II. X. (',,. v. Company, Gamble v. Q. C. W. Co., 123 N. Y. 91 ;
142 Mass 349; 7 X. E. 773; Hastings 25 X. E. 201; Young v. Erie Iron Co.,
Co v Company, 65 Minn. 28 ; 67 65 Mich, ill; 31 N. \V. 814; Bank o.
N. W. 652; Northern Trusl Co, p. Com- Alden, 129 U. S. 372; 32 L. E. 725;
pany, 75 Fed. 936; affirmed in Dickinson Coffin v Ransdell, 110 [nd. H7 ; n N. E.
v. Northern Trust Co., 80 Fed. 452 ; Wash 20; Bickley v. Schlag, 16 X. J. Eq 533;
1'U in v. Company, Bl Fed. 17; Goodrich 20 Ail. 250; S. R, c. s. Co. >•. Rankin,
v. Reynolds, 31 01.490; Edwardso.Com 45 III. Ap. 221.: Bruuer v. Brown, 139
pany, 27 La. Ann. 474; Whitehill v. Jacobs, [nd, 600; 38 X. E. 318; Gilkie, etc Co.
75 Wis. i:i; it N. W. 630; Hnma ton p. v. D. T., etc. Co., 16 Neb, 338; 64 N W.
Company, -jo Wall. 20; State v. Webb, 978; A. T., etc. Co. 0. Hays, 165 Pa. St.
110 Ala, 214; 20 So 462; Skinner 0. 189 ; 80 Atl. 986 ; Jones v. Whitworth, 94
Smith, 134 X. V 210; :;i x. k :n 1 ; Par Tenn. 602; 80S. W. 736; M. T. Co. v.
malee v. Price, 208 111. 544 ; 70 N E 725; 8. C, etc. Co., 16 WaBh 499;48 Pac.
Phelan <•. Hazard, 19 Fed. <';i-. v.. 333; Taylor t\ Cummings, 127 Fed. 108.
11068; ."» Dill. 4.-,; Smith 1 I etc.
125
§t06 [INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART 1.
faith rule" affords a satisfactory basis for determining all ques-
tions that may arise relative to the issuance of the capital stock
of a corporation as full-paid and non-assessable in exchange
for property transferred to it. In practice, neither the inequi-
table •• true value rule" nor the fairer " good faith rule" will be
found to rest on any satisfactory or substantial basis. Of late
years, without in terms calling it by that particular name,
courts of high repute have in substance adopted what will be
termed here the "speculative value rule." This may be defined
as that rule whereby a corporation is permitted, in issuing its
capital stock as full paid and non-assessable in exchange for
either real or personal property, to appraise the latter at its
potential speculative value, looking towards its future development
rather than at its present intrinsic value. The statement of the
rule would be incomplete without adding that in all cases where
such appraisal is questioned, the burden of proof of attacking the
same is upon the creditor.
The rule in its practical application throws upon the creditor
the burden of showing that, viewed from a purely speculative stand-
point, the appraisal made by the corporation of such property
constituted not merely an over-valuation, but a fraudulent over-
valuation as well. Before attempting to discuss at length the
"speculative value rule," as stated above, it might not be without
its advantage to trace briefly those evolutionary steps along legal
lines which appear to have paved the way for a fuller recognition
on the part of the courts of the rule here contended for. In the
first place, we have the enunciation by Justice Story, in 1824, of
the now all but moribund " trust fund doctrine" already referred
to. 1 Then ensued a period of years when the courts, one after
another, proceeded to adopt the doctrine just mentioned, although
it was unknown to the common law. Gradually, however, it came
to be recognized that the trust fund theory was wrong in principle
as well as inequitable, leading in its practical operations to harsh
and unconscionable results. This gradually led to the adoption
by many courts of a better and more enlightened doctrine which
predicated the liability of stockholders to creditors, not upon the
trust fund doctrine, but upon the sounder ground of fraud. 2
1 See Wood v. Dummer, 3 Mason, U. S. Justice Mitchell in Hospes v. Company,
308. 48 Minn. 174; 50 N. W. 1117.
statement of this doctrine by
L26
CHAP. IV.J ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 106
This was followed by the enunciation on the part of certain
courts of several important rules governing the question of the
burden of proof in cases where attempts were made by creditors
to enforce an alleged stockholder's liability, on the ground that
the property against which such stock had been issued had been
grossly over-valued. A fair presentation of the rules here referred
to may be found in the opinion of the Supreme Court of Minnesota,
in Hastings Malting Co. v. Iron Range Brewing Co., 1 reading as
follows :
" In principle it can make no difference whether the stock issued as
paid up is bonus stock, pure and simple, or whether it was sold for
cash for less than its par value, or for property at a gross over-
valuation. In the first two cases the question of fraud would be one
of law, for on the issuing by the corporation of its stock as paid and
its acceptance by the stockholders when in fact nothing was ever paid
for it, or where a sum of money less than its par value was paid and
accepted for it, there is no opportunity for a mistake of judgment;
iw in such cases presumes an intention to defraud. Ordinarily,
however, the question is one of fact.
•• I l"pon principle and authority a corporation may in good faith issue
paid up shares of its stock for the purchase of property at a fair
valuation, and in such case the corporation and its creditors are bound
by it.
" In the practical application of the rule it must be kept in mind that
fraud, actual or constructive, is the basis of the stockholders' liability
to the creditor. On the one hand, the value of the property is to be
determined, not from subsequent events, but as of the time of the
action, am! from the nature, situation, and condition of the prop-
erty as theyhonestly appeared to the parties at the time. Although
in fact an over-valuation of the property, it will not render
the stockholders liable for the deficiency if it was the result of an
(; mistake or error of judgment. On the other hand, when' the
nature and condition of the property are such that, its value is well
known and understood, or is capable of being readily estimated and
lined, and •■.he property is transferred to the corporation at a
over-valuation for paid-up shares, the transfer is prima facie
fraud ul en' ib equenl creditors, and a , againsl them t he burden
is upon the Bhareholdi i1 I he pre umpl ion."
It is a principle of law universally recognized that, except iii
of trust relationships, the burden of proof in all cases relative
i ft Minil 2« . 67 V W I
1-7
8 L06 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
to proof of fraud is cast upon the party who alleges that such
fraud exists. 1
l'.\ no stretch of the imagination can the relationship that exists
between creditors of a corporation and the corporation itself be
termed a " trust relationship." The relation is neither confidential
nor fiduciary, as the same is construed by the courts. 2 There is
no more reason for treating this relationship as one of trust than
there is in the case of ordinary creditors and debtors. It was
doubtless, however, as a sort of concession to the fanciful trust
fund doctrine of Justice Story, that there early appeared a ten-
dency, upon the part of certain courts, to engraft thereon the
absurd principle that, where the board of directors of a corporation
have duly appraised in the first instance property taken by the
latter in exchange for its capital stock, the rule should obtain
that where such property has a well known or easily ascertained
value, and is taken at a valuation which to the court seems
greatly in excess of its real value, then in such cases it will be
presumed that such valuation is not made in good faith, but is
made for a fraudulent purpose. To overcome this presumption
the burden is upon the stockholders to introduce satisfactory
evidence explanatory of this presumptively fraudulent over-
valuation. Some courts even went further, and asserted that
where the over-valuation was so great that the fraudulent inten-
tion appeared on its face and it is not explained, it should be held
fraudulent as a matter of law, without submitting the question to
a jury.
These drastic rules had full sway for a number of years, until
certain of the courts saw fit to modify their rigor to no inconsider-
able extent. Then the rule was enunciated that where stock has
been paid for either in property or services, although it appears
that there was an over-valuation in appraising the same, yet if it
appears to the court not to be so gross and unconscionable as to
compel it to say, as a matter of law, that it must have been inten-
tional, it will be presumed that the valuation was honestly
made, and the burden of attacking the same will be upon the
creditors who seek to hold the stockholders upon an alleged
stockholders' liability for unpaid stock subscriptions. 3
1 See Phelan v. Hazard, 5 Dil. 45; N. E. 725; Davis Bros. v. Company, 101
Bickley v. Schlag, 46 N. J. Eq. 533. Ala. 127 ; 8 S. W. 490 ; Manhattan Trust
2 See Ptobinson v. Pope, 57 Cal. 496. Co. v. Company, 16 Wash. 499 ; 48 Pac.
8 Coleman v. Howe, 154 111. 458; 39 333.
128
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 106
vSo much, then, for the historical development of the various
doctrines relative to the subject matter now before us. Turning
again to consider the " speculative value rule," the same must
be looked at from two separate and distinct standpoints, to wit :
(1) as dividing all properties which a corporation proposes to
take over in exchange for its capital stock into two broad and
well-defined classes, known respectively as "speculative" and
" non-speculative " properties ; (2) as establishing a rule for
appraising the value of speculative properties based not upon the
intrinsic value of the same, but rather upon their availability for
purposes of speculation, looking towards an enhancement of their
present value by the future expenditure of funds in the develop-
ment thereof.
Let us now turn our attention to the classification of properties
above referred to designated as "speculative" and " non-specula-
tive." " Speculative " properties may be defined as those whose
nature is such that they have not only a present intrinsic value,
but a considerable potential value as well, speculative in its
nature, and dependent upon future development in order to arrive
at a definite estimation as to the amount thereof. Non-specula-
tive properties, on the other hand, are those whose intrinsic
worth alone gives them a market value or a value which can be
easily ascertained by reference to well-recognized standards of
value. In the first class of properties might be enumerated
mining rights, patent rights, oil and gas lands, secret processes
and trade secrets, patent medicines, etc. In the second class
might be named real estate to be employed for business, dwelling,
farming, and grazing purposes, stock in trade and personal prop-
erty which is the common subject of bargain and sale between man
and man at current prices, determined by the law of supply and
demand. In the opinion of the Supreme Court of Minnesota, in
Hastings Malting Company v. Iron Range Brewing Company,
cited above, it will be noted thai the rale that is to be applied in
those cases where the nature and condition of the property are such
that its value is well known or understood, or is r;i|>:ii>l<' of being
readily estimated and ascertained, is clearly stated. The opinion,
however, fails to state with equal clearness the rule that is to be
applied where the value of the property is not of the character
just described, but is of tint type herein referred to as - specu-
lative," having no present or well-known readily ascertained
9 li".»
§106 [NC.ORPORATION AND ORGANIZATION OP CORPORATIONS. [PARTI.
value, but depending entirely upon future development in order to
determine what Biich value may be. By implication only is the
true rule in such cases suggested by the Minnesota court. How-
ever, in Kelly v. Clark, 1 the Montana Supreme Court in effect
declares the rule in such cases to be that where the property is
speculative in character, and as such the alleged over-valuation
thereof may have been possibly due to errors in judgment, then the
burden of proof is upon the creditors seeking to attack the valu-
ation by showing actual fraud in the transaction.
Let us turn now to the question as to how the valuation of spec-
ulative properties is to be ascertained. Generally speaking, the
rule to be adopted is this: "What, under all the circumstances,
considering the proposed use to which it is to be put, and the gen-
eral purpose for which the corporation was created, is the fair
value of the property against which its capital stock is to be
issued ?" 2 In this age of speculative enterprises it is a matter of
common knowledge that the value of properties taken over by
corporations about to embark in speculative enterprises is depend-
ent almost wholly upon their availability for the purpose in hand
and upon the promise which external appearances give them as
to their having a large and considerable potential value. Thus,
for example, sixty square feet of land may have a very small
intrinsic value when considered as farming, grazing, or residence
property, and yet possess an immense potential value when treated
as mining property. It is the expectation of success which in-
duces investors to put their money into such enterprises, and
which justifies a valuation far in excess of the property's intrinsic
value. Such valuations, it must be admitted, are necessarily
arbitrary in character. This fact the legislatures in many States
have recognized, and the courts should not hesitate to do the
same. 3
The value of property which is transferred to the corporation
is also not to be estimated by what it cost the promoter. It is the
speculative and experimental results which afford a basis for the
large valuation. By value in such cases is meant the speculative
value for the uses and purposes of the company in its proposed
speculative enterprise, and not the actual market value or .the
1 21 Mont. 291 ; 53 Pac. 959. 3 See Civil Code of Montana, 1895,
l imble v. Company, 123 N. Y. § 410.
91; 25 N. E. 201.
130
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 10G
actual intrinsic value thereof at the time the properties are taken
over by the company.
The view of the matter here presented was first suggested, it is
believed, by the United States Circuit Court many years ago in the
case of the South Mountain Consolidated Mining Co. 1 At the trial
below in this case the court spoke as follows :
''The mode in which mining companies are formed is familiar to
all. The owners of the property, or persons expecting to become
such, by complying with a few simple formalities form themselves
into a corporation, to which the property is conveyed. The amount
of capital stock which is required to be stated in the certificate of
incorporation is usually fixed at a purely arbitrary sum, and divided
into as many shares as convenience or caprice may dictate. It neither
bears nor is intended nor supposed by the public to bear the slight-
est relation to the real value of the property — a value nearly always
conjectural and very often imaginary."
In this same case on appeal the court observed as follows : 2
" The mode of forming mining corporations is well known to any
body. A prospector finds, as he supposes, a valuable mine. It
requires capital to work it which he does not possess. He goes
to the money and business centres, where he finds capitalists accus-
tomed to organize corporations for the development of new mines,
and makes such arrangements as he can. He presents such evidence
of the value of his mine as he has obtained. Little is known of the
real value. It may be worth nothing and it may be worth millions.
1 'aities are found willing to take hold of the enterprise. They agree
to incorporate and fix the capital stock at some purely nominal amount,
and divide it into a certain number of shares, corresponding to the
amount of capital adopted. The owner of the mine, for an agreed
number of shares and in consideration of the promises of the other
parties to assist in the development of the mine, conveys the mine
and receives for it the amount of stock agreed upon. The other
i, for their services in organizing and managing the company and
its bu ■■ .-i large portion of the stock, this being usually a
considerable amount of stock reserved bythe company, which is put
upon the market and sold for such price as can l"' obtained, to raise
a fund to Becure machinery and develop the mine. The pi ice of this
is of course determined by the pro peel oi the mine, its location,
and its probable richness, and the confidence of the public reposed in
1 : Sawyer, 80 ; * Sawyer, 366. 2 8 Sawyer, U. 8. •too.
131
§106 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
the experience, ability, and character of those having the management.
Mining corporations arc sui generis. They are organized and carried on
npon principles wholly different from banking, railroad, insurance, and
ordinary commercial corporations having a subscribed capital stock." 1
But nowhere is the speculative element in the valuation of
property better considered than by the Supreme Court of Penn-
sylvania, in the case of Iron Co. et al. v. Hays et al. 2 The facts
in this case briefly stated are as follows :
A corporation was organized by two co-partners to take over
certain lands owned or leased by them and believed to contain
gas and oil. They capitalized the company for $500,000, and
issued the whole of its capital stock to themselves against the
properties above referred to. These latter had an intrinsic value
representing but a very small percentage of the capitalization of
the company. The incorporators retained 1175,000 of the capital
stock of the corporation for their own benefit, and transferred
the balance to the corporation in trust to be sold by the board of
directors thereof for the purpose of procuring working capital for
the corporation. Later on, the lands proved to be practically
worthless, and the company became insolvent, and creditors
thereof sued the stockholders, alleging that the stock held by
them had not been fully paid for. In passing upon the various
legal questions involved, the court spoke as follows :
" Attention should be called first to the method of organization, to
the facts showing the situation of the parties, the necessity for ob-
taining corporate powers, and the provision made for a working capi-
tal with which to enter upon the proposed corporate enterprise.
" The corporators had been partners. As such they had been en-
gaged in procuring leases and drilling wells in search for oil. In
their search they had not been successful, but two of the wells drilled
by them proved to be valuable gas wells. This, taken in connection
with other developments in the same general region, was well calcu-
lated to induce the belief that they were the possessors of a large and
valuable gas territory that should be promptly developed and utilized
or its value would steadily decline by reason of drainage from the
operation of others. They could not utilize their gas without trans-
porting it to a market. They could not transport it to advantage
except as a natural gas company possessing the powers conferred by
1 In re South Mountain Con. Min. Co., 2 165 Pa. St. 489 ; 30 Atl. 936.
8 Saw. 366.
132
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 106
law. This determined them to organize a corporation for the pro-
duction and transportation of natural gas and to transfer their gas
wells and leases to the corporation. When this had been decided on,
the first question to present itself was, how shall the partnership con-
vey its property to the corporation so as to secure to its members the
same relative interest in the stock of the corporation they now have
in the partnership property? The next question was, how shall we
secure the necessary working capital to enable the corporation to go
forward with the work of producing, transporting, and selling natural
gas? In a general way these questions were answered by the adop-
tion of the scheme already referred to. The value of the properties
held by the firm was set down at $175,000, the working capital needed
at $325,000. To meet both purposes the capital stock of the corpora-
tion was fixed at $500,000. It was all to be issued as paid up stock in
exchange for the property conveyed to the corporation, subject to the
agreement that all except $175,000 thereof was to be contributed to
the treasury to be sold as a means of raising the money needed for a
working capital. . . .
" In what respect, then, have the defendant stockholders failed in the
performance of their undertaking to the corporation ? The scheme
was to turn over all the gas wells, leases, etc. to the corporation for
$175,000, and provide it with the means of prosecuting the gas busi-
i/ putting in/" its treasury paid up stock, or what should be sold as
paid a p stock, to the amount of $325,000 more. . . .
" The court below found 'that the facts in evidence, connected with
the fact that within a few months it was demonstrated that the prop-
erty was of very small value, threw on the stockholders the burden of
showing clearly that the sale from themselves to themselves was in
good faith on a reasonable belief in the value of the property.' lUit
what has the fact that, after some months spent in dcrclopmnit of their
territory, the corporation found itself disappointed in its productiveness
and a heavy loser in consequence, to do with the good faith of their pur-
chase or the reasonableness of the price ?
" These are to be judged of by the facts before them when the arrange-
ment was made. The character of the gas wells already opened, the
extent of the territory covered by the leases, its relation to other develop-
ments, its nearness to an adequate market,and the probable duration of
the supply within reach, were the considerations that would affect the
judgment of buyers and sellers and of the business public as /" its value.
The subsequent disappointment must therefore beleft out ofthecase, and
the transaction examined in the light in which it was seen when the
arrangement was entered into. Winn this is done and the absence of
any suggestion or finding of fraud is remembered^ it is not easy to see
L33
§106 [NCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
what there is in the case to shift the burden of proof or to require the
stockholders to establish the good faith of the transaction which the
plaintiffs have not attacked. The action proceeds on the theory that
the subscriptions to the capital stock are wholly unpaid. The proofs
show that they were paid exactly in accordance with the agreement, and
that this payment had been recognized by the corporation from the
first. The decree, as finally made, seems to rest on the conclusion that
although paid they were paid in property which was taken at too high a
price. It is true that no such thing was alleged in the bill or shown in
the proofs, but if the value of the property is to be determined in the
light of subsequent events, a light which the parties did not have when
this sale was arranged, the conclusion of the court below would be
reasonable. The trouble with it, however, is, that it rests on the in-
trinsic value of the property as ascertained by actual developments
made after the sale, while the real question relates to the apparent value
as indicated by the circumstances existing at the time of the sale. . . .
" We should agree with the court below that the property was sold
at more than its actual value, if that value was to be determined by
subsequent results rather than by prospects as they appeared at the
time of sale. But if the parties were mistaken in relation to its value,
we do not see how, in the absence of any averment of fraud in the
transaction, the sale can be disregarded and the subscriptions to the
capital stock treated as unpaid. The proofs show that they were
paid exactly in accordance with the agreement under which they
were made, and until that agreement is attacked as fraudulent, the
creditors stand in no better position than the corporation itself. The
decree is reversed so far as it requires payment of the stock subscrip-
tions or any part thereof." 1
So much, then, for the question as to the proper basis for ap-
praising property of a speculative character when the same is
transferred to the corporation in exchange for its capital stock.
Let us add a few more words to what was said in the foregoing
opinion relative to the question as to where the burden of proof
lies in such cases, when the valuation placed upon the property is
impeached by creditors who seek to enforce an alleged stock-
holder's liability for unpaid stock subscriptions. Let us note in
this connection, first, the statement of the law made by the Court
of Appeals of Maryland in Brandt v. Ehlen, 2 where the court
observed " we take the law to be well settled, that a company
i See also Kelly v. Clark, 21 Mont. 2 59 Md. 1.
291; 53 Pac. 959; Montana Ry. Co.
v. Warren, 6 Mont. 275; 12 Pac. 641.
i:;i
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 106
may receive, in payment of the shares of its capital stock, any
property which it may lawfully purchase. So long as the trans-
action stands unimpeached for fraud, the courts will treat as
a payment that which the parties shall agree to be a payment, and
this too in cases where the rights of creditors are involved." The
Supreme Court of .Massachusetts in a recent case 1 observed that
it appears to be well settled that in the absence of fraud an agree-
ment can ordinarily be made by which stockholders can be
allowed to pay for their shares in patents, mines, or other property
to which it is not easy to assign a determinate value. At least,
one court of high authority has adopted the rule that where one
becomes a creditor of a corporation knowing the manner in which
its stock has been paid, he is deemed to waive his right to assert
that there has been an over-valuation of the property against which
the corporation issued its stock. 2 It is to go but a step for-
ward to say that in the case of corporations engaged in speculative
enterprises it is a matter of common knowledge that shares are to
be paid for in property appraised at its potential rather than its
present intrinsic value, and that therefore the rule stated above
should obtain, even in the absence of actual knowledge on the part
of creditors as to the manner in which the capital stock of the
corporation had been issued. Again, where stock has been paid for
by the conveyance of property to a corporation of the character
known as "speculative" and upon which a valuation has been
placed, — not its present intrinsic value, but rather its prospective
value after development thereof, — then in such cases the courts
should presume that the valuation was honestly made and place the
burden upon the creditor of attacking the transfer. 3
The ordinary practice, as has been observed, is for corporations
engaged in non-speculative enterprises to issue stock for property
which has a well-r ignized market value or one which can be
easily ascertained. In regard to such corporations, where the nature
and condition of its property is such thai its value is well known or
understood or is capable of being readily estimated and ascertained,
and the same is transferred to the corporation at a gross over-
valuation for paid up shares, it would unquestionably be proper
1 N. H. H. N. Co. .. Company, 142 Coleman v. Howe, 154 111.
Biaas. 849, 7 v. E 77 I 39 N. E. 725 ; <':irr v. Le Fevri 27
» CaUanan v. Windsor, 78 ta 193; Pa Si 189 ; Shield v. Company, 94 Tenn.
42 N. W. 652. 123; 28 8 W l
• 3 Davia v. Company, nu Ala. i-"
L35
§ L06 [NCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
for courts to treat such transactions as presumptively fraudulent,
and to place the burden of proof upon the stockholders in such
cases to rebut such presumption by clear and satisfactory proof.
On the other hand, where the corporation is engaged in specula-
tive enterprises of the character above referred to, and stock is
issued against property accepted by the corporation at a valuation
not based upon the present intrinsic value of the same, but avow-
edly (as is the universal custom) at its potential speculative value
(to be determined after development thereof by the corporation
which has acquired the property), then the practical attitude for
the courts to take in such cases would be to adopt what is termed
here the "speculative value rule," and to attach to the valuation
placed by the corporation upon such property the presumption
that it was honestly made, and place the burden of proof in such
cases upon the creditor attacking the transaction. In practical
operation it will be found that the shifting of the burden of proof
would be equivalent in nearly all cases to making the valuation
placed upon the property in any case, whether speculative or non-
speculative in character, conclusive respectively upon the stock-
holders and the creditors. The reason of this is that in the case of
non-speculative properties it is easy to demonstrate that the same
has been grossly overvalued; as, for example, by showing the market
value of the same. Again, in the case of speculative enterprises
the same is true for the reason that the valuation placed upon the
properties from a speculative standpoint, if honest and fair, would
he such as to render it practically impossible as a matter of proof
to show that such valuation was fraudulent or grossly overvalued,
— this for the reason that in every such case it will be found that
there exists an immense margin for honest difference of opinion,
and although it may appear that there were serious errors of judg-
ment, nevertheless it will be found in practice that such valu-
ations should not and will not be set aside except for actual fraud.
It is the recognition of the necessity of shifting the burden of
proof according to whether the property against which stock is
issued is speculative in character or not, which, in connection
with the basis of appraisal already referred to, affords a practical
for the operation of the speculative value rule. Finally, the
following may be said :
Upon principle and in the interest of justice both to the stock-
holders and creditors alike, in determining the question whether
136
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 107
stock has been in fact fully paid, the line should be drawn with
the utmost clearness and distinctness between ordinary corpora-
tions such as trading, mercantile, banking, insurance, etc., whose
capital stock is formally subscribed for and ordinarily paid in in
cash or in real and personal property having a well-recognized or
easily established market value on the one hand, and those cor-
porations on the other hand incorporated for the express and
avowed purpose of engaging in speculative enterprises — such, for
example, as corporations organized to take over mining properties,
oil and gas lands, patent and patent rights, secret processes, con-
cessions, franchises, etc. In this era of speculative enterprises
the courts can no longer remain blind to the fact that the stock of
such corporations is not intended by the incorporators or under-
stood by the creditors or the public generally to represent any-
thing but certain property having a speculative value, which may
or may not ultimately prove to be worth the par value of the stock
against which the latter has been issued. The credit obtained by
such corporations concerning which the courts have in the past
displayed such intense solicitude in the interest of creditors to the
exclusion of the interests of equally meritorious stockholders, is
seldom, if ever, extended to the corporation without full knowl-
edge on the part of creditors as to the nature of the assets of the
corporation, or as to the manner in which the stock has been
issued in exchange for property of a speculative value.
§ 107. Effect of Appraisal of Property by Directors under Stat-
utory Authority, when taken in Exchange for Stock. — The incor-
poration acts of Connecticut, Delaware, Maine, Montana, New
Jersey, New York, North Carolina, South Carolina, Virginia, and
West Virginia all contain provisions relating to the effect of ap-
praisal of property by directors when taken by the corporation in
exchange for its capital slock. The provisions of the New Jersey
act may be given as an example of such Legislation. The statute
referred to reads as follows : '
" Any corporation formed under this act may purchase mines,
manufactories, or other property neces .ivy for its business or the
stock of another company or companies owning a mine, manufactory,
or producing mills or othei property necessary for its business, and
issue stuck to the amount of the value thereof, in payment therefor,
i Public Laws of N L896, chap. 85, § 49.
i:;7
§ 107 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
and the stork so issued shall be full-paid stock and not liable to any
further call, nor shall the holder thereof be liable for any further pay-
ments under any of the provisions of this act, and in the absence of
actual fraud in the transaction the judgment of the directors as to
the value of the property purchased shall be conclusive."
In commenting upon the foregoing section in the case of Donald
r. American Smelting & Refining Co., 1 the court spoke as follows:
•' The distinction between the contemplated issue of corporate stock
for property and its issue for muney lies not in the rule for valuation,
but in the fact that different estimates may be formed of the value of
property. When such differences are brought before judicial tribunals,
the judgment of those who are by law entrusted with the power of
issuing stock to the amount of the value of the property, and upon
whom therefore is placed the first duty of valuing the property, may
be accorded considerable weight. But it cannot be deemed conclusive
when duly subjected to judicial scrutiny, nor is it necessary that con-
scious over-valuation or any form of fraudulent conduct on the part
of its primary valuers should be shown to justify judicial interposi-
tion. Their honest judgment, if reached without due examination
of the elements of value, or if based in part upon an estimate of mat-
ters which really are not property, or if plainly weighed by self-
interest, may lead to a violation of the statutory rule as surely as would
corrupt motives. The original issue of corporate stock is a special
function in the exercise of which the legislature has fixed the stand-
ard to be observed, and it is the duty of the courts, so far as their
jurisdiction extends, to see that this standard is not violated either
intentionally or unintentionally. When corporate stock has once
been issued for property purchased, then the legislature has directed
the application of a different rule. In the words of the statute, ' the
stock so issued shall be full-paid stock, and not liable to any further
call, neither shall the holder thereof be liable for any further payment
under the provisions of this act ; and in the absence of actual fraud
in the transaction the judgment of the directors as to the value of the
property purchased shall be conclusive. Under these provisions, after
the property has been purchased and the stock issued therefor, noth-
ing short of actual fraud in the transaction can impair the right of the
holder to hold his stock as full-paid stock, free from further call.' " 2
i 61 N. J. Eq. 458; 48 Atl. 786. 45 W. Va. 134; 30 S. E. 92; Clark v.
also Wei herbee v. Baker, 35 N.J. Bever, 139 U. S. 96; 11 S. Ct. 468 ; Fogg
Eq. 501 ; Bank v. Lumber Co., 32 W. Va. v. Blair, 139 U. S. 118; 11 S. Ct. 496;
357 . 9 S. I. 243; Kichardoon v. Graham, Liebke v. Knapp, 79 Mo. 22.
138
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 108
§ 108. Effect of Appraisal of Value of Property by State Officials
when the same is taken by Corporations in Exchange for their
Capital Stock. — Owing to the conflicting decisions of the courts
of the various States relative to what does and what does not con-
stitute as against creditors full payment of the capital stock of a
corporation, attempts have been made by the legislatures of
a number of the States to remedy this situation by means of stat-
utory enactments. Such legislative enactments may be said to be
indicative of the public policy of the State in that regard. The
" public policy of the State," as the term is used in this connec-
tion, frequently varies from time to time. In the absence of
express statutes of the character here referred to, it has been said
that it is not to be measured by the private combinations or notions
of the persons who happen to be exercising judicial functions, but
by reference to the enactments of the law-making power, and in
the absence of them to the decisions of the courts. When, how-
ever, the legislature has spoken on a particular subject and within
the limits of its special powers, its utterance then becomes the
public policy of the State. 1 In view of the fact that the near
future is likely to see many attempts by other legislatures to
solve the question here referred to by the enactment of statutes
governing the same, the matter now under consideration should
receive careful attention.
It is a fair supposition to say that the passage of such acts in
this country originated doubtless in a desire to transfer to this
country certain sections of what is known as the " English Com-
pany's Act of 1867." Under the act just referred to, corporations
which desired to accept property in exchange for their capital
stock were required to register in a designated government office
;i description of the property against which any particular cor-
poration proposed to issue its full-paid shares. The construction
by the English courts pul upon this section of the English Com-
pany's A<-i does aol seem to give to the Legislative provision
referred to the full effectwhich isclaimed for such statutes in this
country. In substance the holding of the English courts in
this regard is as follows :
Thai where the property is so registered under the acl il is not
unlawful for the vendor to sell such property to the corporation in
i Bee MacGioniss t>. Companj (M Pa 99 ; United Start \ iciation,
166 I. S 290 ; 17 8. Ct. 540.
L39
§ 108 [NCORPOBATION AND ORGANIZATION OF CORPORATIONS. [PART I.
exchange for stock having a par value in excess of what the vendor
paid for the property. That ordinarily the court will not in the
interests of stockholders or creditors go behind the contract and
inquire whether the consideration represents the full value against
which the shares are issued unless the contract itself is impeached
or the consideration on the face thereof appears to be insufficient
or elusory. 1
Turning now to the statutory enactments in this country of the
same character, they may be explained as follows : In Florida
the incorporation act there in force provides that incorporators
may provide in the charter that the capital stock, cither in whole
or in part, shall be payable in property, labor, or services, at a
valuation fixed in the charter. The latter must also contain
a general description of the property to be taken in exchange for
stock. In Utah the statute is very similar to the one in force in
Florida. In Massachusetts the articles of organization must set
forth the amount of capital stock to be issued, the amount thereof
to be paid for in cash, and the amount thereof to be paid for in
property. If such property consists of real estate, its location and
the amount of stock to be issued therefor must be stated. If any
part of such property is personal, it must be described in de-
tail. The whole matter is then submitted to and passed upon
by the commissioners of corporations. But the statute makes no
provision relative to what the legal effect thereof shall be as to
creditors where the issuance of stock in exchange for property is
approved by the commissioners of corporations.
Unquestionably the most effective statute in existence is to be
found in the Michigan act, 2 which in prescribing the requisites of
articles of incorporation reads in part as follows : " The amount
of capital paid in at the time of executing the articles, which
shall not be less than ten per cent of the authorized capital, etc.
Such capital stock may be paid in either cash or in other property,
real or personal ; but where payment is made otherwise than in
cash there shall be included in the articles an itemized descrip-
tion of the property in which such payment is made, with the
valuation for which such item is taken, which valuation shall be
conclusive in the absence of actual fraud."
1 In re. Wragg, L. R. 1 Chan. 796; 2 Session Laws of 1903, § 232.
s am < Sold Min. Co. v. Ropes, 61 L. J.
Chan. 1
140
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK.
109
The intent of the legislature would clearly appear to be to
establish conclusively that the property received and accepted by
the corporation under the authority of the State in exchange for
its stock constituted a fair equivalent of the amount of stock so
given. It would seem to forbid all claim of fraud thereafter to be
made, and to establish the valuation as conclusive upon both stock-
holders and creditors. 1
§ 109. Meaning of Non-Assessable Stock. — In entering upon
the subject of non-assessable stock as contrasted with full-paid
stock the discussion of the former will be confined to ques-
tions arising between the corporation and its stockholders, while
the latter will be discussed from the standpoint of the stock-
holder in his relation to creditors. It is unquestionably within
the power of a corporation to agree with stockholders that stock
shall be issued to them at less than par, and that when so issued
shall not be subject to any further assessments on the part of the
corporation. 2
In West Virginia, Nevada, Wyoming, and other States this
principle has found recognition in the incorporation acts in force
in those Commonwealths. The West Virginia act will serve as
a fair example. The law there provides in substance as follows :
that upon the vote of three-fourths of the stockholders corporate
stock may be sold or disposed of at less than par. The act then
goes on to provide that nothing therein contained shall be con-
strued as to prevent any mining or manufacturing company from
issuing stock and negotiating the sale of the same in payment of
real and personal estate for the use of the corporation at such price
and upon such terms and conditions as may be agreed upon by the
owners and directors or stockholders of the corporation, and any
subscriber to the capital stock of any such corporation may pay
for the same by the transfer and conveyance to such corporation
of real or personal property upon such terms as may be mutually
agreed upon. All stock so issued shall be full paid and nut liable
to any further call or assessment.
Such a statute as is here referred to unquestionably has theeffecl
of making the stock non-assessable as between the corporation
and tin; subscribers to its capital stock, bul it clearly lias not the
effect of preventing subsequent creditors in case of insolvency
i See State v. Webb ei «/., 110 Ala. Bsgen V. Smith, 118 k.25; 84 N. W.
214 ; 20 So. 462. 954.
141
§ 110 [NCORPORATTON \M' ORGANIZATION OF CORPORATIONS. [PART I.
compelling the payment of any unpaid balance on such stock. 1
On this Bubjecl Judge Showalter, in Northern Trust Co. v. Colum-
bia Straw Paper Co., 2 spoke as follows:
"Whatever may have been in fact the value of the property
turned over to the company for its stock, the latter agreed to take
it for the stock. The persons interested were the stockholders, and
there was no dissent on the part of any person in what was done.
Neither any person then holding stock, nor any person who afterwards
became a stockholder by assignment from one who then held the stock,
can now make complaint on behalf of the corporation against the law-
fulness of that transaction. This I take to be the settled law on that
subject."
In the absence of statutory authority conferred upon the corpo-
ration or in the absence of unanimous consent of all the stock-
holders, it is clear that the directors of a corporation have no
power to assess shares which have been fully paid up. 3
§ 1 10. Meaning of Full-Paid Stock. — The term " full-paid stock "
as here used may be defined to be stock whose par value has been
paid either in cash or in property, the ownership of which does
not subject the holder thereof to any further liability cither to
the corporation or to the creditors. The mere declaration that
stock is full paid, either by resolution or by stamping upon
the stock this statement, does not make it so, at least as to
creditors. 4
It has already been said that stock may be issued for less than
its par value to subscribers as full paid and non-assessable and be
binding as between the corporation and the stockholders. 5 Where
statutes exist declaring that stock issued in a particular manner
shall be full paid and non-assessable, they are merely to be con-
strued to the effect that stock may be issued in this manner, and
that the holders thereof shall not be held liable to further calls or
assessments on the part of the corporation, but such immunity
i The Wyoming statute would appear Pacific Fruit Co. v. Coon, 107 Cal. 447;
to be materially different from the West 40 Pac. 542.
Virginia and Nevada acts. * Upton v. Triblecock, 91 U. S. 345 ; 23
2 lb Fed. 936. L. E. 203; F. N. Bank v. Company, 42
3 Wells v. Company, 90 Wis. 442; 64 Minn. 327; 44 N. W. 198; National Tube
N. W. 69; Ventura, etc. Ry. Co. v. Hart- Works v. Gilfillan, 124 N. Y. 302 ; 26
man, 116 Cal. 260 ; 48 Pac." 65 ; Handley N. E. 538 ; Kroeuert v. Johnston, 19 Wash.
itz, 39 U. S. 417 ; 11 S. Ct. 530 ; Gary 96 ; 25 Pac. 605.
v. Company, 9 Utah, 464 ; 35 Pac. 494*; 6 See Scoville v. Thayer, 105 U. S. 143.
142
CHAP. IV.] ISSUANCE AND PAYMENT OF CAPITAL STOCK. § 110
will not be extended in such suit so as to prevent subsequent
creditors enforcing their claims for the payment of the unpaid
residue. 1 Many of the States have statutory provisions to the
effect that no corporation shall issue stock except for money paid,
labor done, or property actually received, declaring all fictitious
increase of stock to be void. Under such provisions an original
issue of stock as fully paid at less than par will be held to be
void. 2
Many cases will be found bearing upon the question as to the
validity of so-called " bonus " or " promotion stock." In regard to
the validity of such stock the courts differ. One line of decisions
is represented by the courts of New York and Massachusetts. In
Christensen v. Eno 3 the New York Court of Appeals spoke as
follows :
" It may be admitted that the liability of subscribers on unpaid
stock subscriptions constitutes an asset of the corporation which can-
not be given up by the corporation without consideration on the part
of creditors. The unissued shares of a corporation are not assets.
When issued, they represent the proportionate interest of the share-
holders in the corporate property, — an interest, however, subordinate
to the claims of creditors. There are unquestionably public evils
growing out of the creation and multiplication of shares of stock in
corporations not based upon corporate property. The remedy is with
the legislature. But the liability of a shareholder to pay for the
stock does not arise out of his relation, but depends upon his con-
tract, express or implied, or upon some statute, and in the absence of
either of these grounds of liability, we do not perceive how a person
to whom shares have been issued as a gratuity has by accepting them
committed any wrong upon the creditors or made himself liable to
pay the nominal face of the shares as upon his subscription or
contract." *
On the other hand, courts of almost equal authority have refused
to treat such stock in the interest of creditors as full paid and non-
isable, and have enforced in their favor an alleged stockholders'
i Vt, Marble Co. o. Company, 185 Cal. Ca] 624; 87 Pac. 688; Kellerman v.
579; 67 Pac 1057. Maier, 111 18 Pac. 877; Garrett
- Williams - Evans, 87 Ala. 725; 6 v. Company, L13 Mo. 880; 20 8 w.
8o. 702; Perry v. Mill Co., 93 Ala, 864
9 Bo. 217; Beitman v. Steiner, '.^ Ala. 06 N V 97 ; 12 N, B 648,
2tl : 13 8o. 87; Stein v. Howard, 65 Cal. < 8ame role in N. II. II. \. Co. v.
61G; 4 Pac 662; J.iiVi>on v. Hewitt, 103 Company, 142 Man. 849; 7 X E. 778.
1 i.;
§ Hi) INCORPORATION AM' ORGANIZATION OF CORPORATIONS. [PARTI.
liability thereon. 1 It has been held, however, that even though a
stockholder has paid nothing - for his stock, he is entitled to vote
the same. 3
1 See Peninsula Savings Bank v. Com- N. "W. 894 ; Scoville v. Thayer, 105 U. S.
pany, 105 Mich. 535; 63 N. W. 514; 143; Garrett v. Company, 113 Mo. 330;
Handleyv. Stutz, 139 U. S. 417; 11 S. 20 S. W. 965.
Ct. 530 ; De La Vergne Refrigerating 2 Cartwright v. Dickinson, 88 Tenn.
Machine Co. v. German Savings Institu- 476; 12 S. W. 1030; W. E. L. Co. v.
fcion, 175 U. S. 40; 20 S. Ct. 20; 44 L. E. Landy, 66 Vt. 248; 29 Atl. 248; see also
65; Kogers v. Gross, 67 Minn. 224; 69 Busey v. Hooper, 35 Md. 15.
144
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 112
CHAPTER V.
LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS.
§ 111. Statement of Principal Methods by which Legislative
Control over Domestic Corporations is obtained. — Under Our
modern system legislative control over domestic corporations
ordinarily takes the following forms, to wit : (1) control over
amendment of corporate charters ; (2) reservation on the part
of the State of the right to repeal all charters ; (3) control
over dissolution of corporations ; (4) by the exercise through
State officials of the right to forfeit charters by means of quo
warranto proceedings ; (5) by means of the exercise of the
police power ; (6) through legislative investigation into corpo-
rate affairs ; (7) by requiring annual reports of corporations ;
(8) by compelling corporations to permit inspection of their
books and records for the benefit of stockholders and creditors ;
(9) by means of anti-trust legislation; (10) by the enactment of
statutes regulating the internal affairs of the corporation ; (11) by
the imposition of liability upon stockholders for corporate debts
over and beyond their liability for unpaid stock subscriptions;
(12) enactment of statutes imposing liability upon directors for
misfeasance or non-feasance in office; (13) by means of legisla-
tive control over the extension of corporate existence; (14) by
the exercise of the right of taxation upon corporations; (15) by
regulating the right of consolidation of corporations.
^ 112. Amendment of Charters. — A glance at the general
business acts in force in the several States and Territories will
servo to show that in all of them more or less attention has been
j. aid by the legislatures to the question of the right to amend —
with more or Less freedom — articles of incorporation. In a ma-
jority of these the power of a lie -i it I me! 1 1 will be found to lie prac-
tically unlimited. In nine the limitations imposed are not wide in
BCOpe, while in eleven the power referred to may be characterized
10 145
}j 11:2 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
as being very narrow in its practical operation. 1 The practical
questions to be considered in this immediate connection have
reference, first, to ascertaining in what body the legislatures have
Been tit to place the power of amendment, and, secondly, an inquiry
whether the power when granted, apparently in the broadest
terms, is in legal effect without any limitations whatsoever.
As a general rule, the directors have no power to amend charters
unless such right is expressly conferred upon them by statute.
Power to amend resides exclusively in the stockholders. 2 Turn-
ing now to the second inquiry referred to above, the following may
be said. With respect to the right on the part of majority stock-
holders to exercise the power of amendment, there are two prac-
tical views of the question which deserve consideration. The first
has reference to the effect, if any, the exercise of such right may
have upon the right of the corporation to enforce stock subscrip-
tions which were made in reliance upon the corporate purposes
set forth in the original charter. The other relates to the
binding effect of such amendments, when had, upon dissenting
minority stockholders who have previously paid up their stock
subscriptions.
In the first case it appears to be the generally accepted view
that when a party makes a subscription to the capital stock of a
corporation he does it in reliance upon the implied understanding
that no changes shall be made in the charter without his consent
which produce material and fundamental changes therein. 3 The
rule however can clearly not apply where the changes made were
trifling or immaterial or were in furtherance of the original objects
of the corporation. 4 There is a well-defined tendency at the
present time on the part of many courts to take the view that in
order that a subscriber to the capital stock may escape liability
on his subscription on the ground that there has been a material
amendment to the charter since his subscription was made, that
1 See Part II., Synopsis-Digest of the 133; Abbott v. Company, 33 Barb. (N. Y.)
Corporation Acts of the Several States, 583.
under the head " Amendments." 3 Mowrey v. Company, 4 P>issell (U. S.),
- Gill p. Bayless, 72 Mo. 424; Ry. Co. 78; Printing House v. Trustees, 104 U. S.
v. Allerton, 18 Wall. U. S. 233; Olleshei- 711.
mer v. Mfg. Co., 44 Mo. Ap. 172; Clough 4 Fry's Executors v. Company, 2 Met-
v. Company, 25 Col. 520; 55 Pac. 809; calf (Ky.), 322 ; Peoria v. Preston, 35 la.
State v. Oftedal, 72 Minn. 488; 75 N. W. 115 Milford, etc. Turnpike Co. v. Brush,
ommonwealth v. Cullen, 13 Pa. St. 10 O. St. Ill; Durfee v. Company, 5
Allen (Mass.), 230.
l !■;
CHAP. T.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 112
such amendment must necessarily have brought about changes
of the most radical and fundamental character. 1
Turning now to the second question here referred to, the fol-
lowing may be said. Important questions frequently arise as to
the right of majority stockholders to amend the charter of the
corporation against the dissent of minority stockholders so as
practically to create an entirely new corporation with purposes
and powers wholly different from those conferred in the original
charter.
Before the passage of the modern liberal amendment acts,
specifically authorizing majority stockholders to change ad libitum
corporate purposes and powers, the rule undoubtedly was that
majority stockholders had no power to depart, under the guise of
an amendment to the charter, from the objects for the accom-
plishment of which the corporation was created. At that time
majority stockholders would be enjoined on the application of
minority stockholders from making fundamental and radical
changes in the original corporate purposes, which had the effect
of practically creating a new corporation, with power to engage
in lines of business wholly foreign to that set forth in the original
charter. 2 But whatever the rule may have been in times past,
changed conditions have brought about material modifications
therein.
< I ing to the recent statutory enactments in the great majority
of the Commonwealths relative to amendment of charters, it may
be said that this question has ceased to be one of great practical
importance at the present time, however it may have been in the
past. In view of these statutory provisions it may be said that as
a general rule the extent of the power of amendment when exercised
by a majority of the stockholders according to the statute in such
case made and provide. 1. depends entirely upon the terms of such
statuteand the construction given by the courts thereto. 3 [f broad
i Banet v. Company, 13 111. 504; Pa- Natusch v. Irving, l Smith's Cases, 226;
cific Kv. Co. i\ Benshaw, 18 Mo. 210; Union Locks and Canals v. Towne, 1 N. H.
Spragne » Company, 19 111. 174; Irvine 44 ; Ashton r. Borbank, 2 Dill. 435 ; Fed.
i Turnpike Co., 2 Pen 8 W. (Pa.) 166; Cases No 582 H & N H. By. Co. v.
Company, 90 I I i '• . Croswell, 5 Hill (S V
By. Co v. Kerr, 17 Barl Company, 75 la. 694; 88
607; Worce ter v. Company, 109 Ma i N. W. 113; Goldei u Bressler, 105 111.
103; Del By Co, v. Tharp, l Houst. U9; 8prigg». Company, 46 Md. 67; Hope
(Del I 149 Mutual Fin Im Co v. Beckman, 47
* Zabriskie v. Company, 18 v - J Eq Mo 93 Detroit Chamber of Commerce v.
178, Stevens v. Company, 29 vt 545; of State, io'j Mich. 691; 67
147
§112 tNCORPOBATION AND ORGANIZATION OP CORPORATIONS. [PART I.
iii Bcupe, they unquestionably permit majority stockholders to
bring about radical and even fundamental changes in corporate
purposes and powers if they so desire.
The question here presented is one of so much practical im-
portance that it deserves more attention than has been yet given
it. The New York Court of Appeals in Buffalo & New York City
Railroad Co. v. Dudley 1 laid the foundation for the establishment
in that State of the present just rule that there obtains with
reference to the right of majority stockholders to materially
change the corporate purposes against the dissent of minority
stockholders. In that case the court permitted a change of name
and an extension of the line of the railway by means of an amend-
ment to the original charter. In passing upon this point the
court spoke as follows :
" The stock subscription having been valid so as to give a right
of action in case of non-payment to the corporation, did the altera-
tion of the charter and the extension of the road subsequently absolve
the defendant from his liability upon such subscription ? The right
to alter was reserved in the charter, and the subscription must be
taken to have been made subject to having such additional powers
conferred as the legislature might deem essential and expedient.
The change is not fundamental. The new powers conferred are
identical in kind with those originally given. They are enlarged
merely, the general objects and purposes of the corporation remain-
ing still the same. It may be admitted that under this reserved
power to alter and repeal the legislature would have no right to
change the fundamental character of the corporation and convert it
into a different legal being, for instance, a banking corporation,
without absolving those who did not choose to be bound. But this
they have not attempted to do. The additional powers are of the
same character and have been regularly acquired from a legitimate
source of power, and if they had been fairly exercised the defendant,
although the change may have operated to his pecuniary disadvan-
ta,u r i', is still bound by his undertaking. The whole matter is mani-
festly a question of power; and if the power was legitimately
acquired and has been exercised without fraud, the rights of the
parties are in no respect changed as between themselves whether
Iteration is beneficial or injurious to the defendant's interest.
N. W. 897 ; Mercantile Statement Co. People v. Green, 116 Mich. 505; 74 N. W.
v. Kneal, 51 Minn. 263; 53 N. W. 632; 714.
i 14 N. Y. 342.
148
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 112
Whether he has made or lost by the change in no respect affects the
question of authority in the plaintiff."
Many years later this same court, in discussing the respective
rights of majority and minority stockholders or corporations, spoke
as follows :
" The court would not be justified in interfering even in doubtful
cases, where the action of the majority might be susceptible of dif-
ferent constructions. To warrant the interposition of the court in
favor of the minority shareholders in a corporation or joint-stock
association, as against the contemplated action of the majority, where
such action is within the corporate powers, a case must be made out
which plainly shows that such action is so far opposed to the true
interests of the corporation itself as to lead to the clear inference
that no one thus acting could have been influenced by any honest
desire to secure such interests, but that he must have acted with an
intent to subserve some outside purpose, regardless of the conse-
quences to the Company and in a manner inconsistent with its
interests. Otherwise the court might be called upon to balance prob-
abilities of profitable results to arise from the carrying out of the
one or the other of different plans proposed by or on behalf of the
different shareholders in a corporation, and to decree the adoption of
that line of policy which seemed to it to promise the best results, or
at least to enjoin the carrying out of the opposite policy. This is no
business for any court to follow." *
It is difficult to find a better presentation of the more modern
and better view taken of the question now under discussion than
that to be found in the opinion of the Massachusetts Supreme
Court in Durfcc v. Old Colony & Fall River Railway Company. 2
While the case had special reference to the right of a State legis-
lature to exercise its reserved right to amend corporate charters
so as to produce radical changes in the purposes named in the
original charter, nevertheless the reasoning is equally applicable
to those cases where majority stockholders attempt equally radical
amendments under general nets permitting such stockholders to
amend charters on their own initiative.
" We suppose," said Chief dustier Bigelow in the case referred
to, " it may be stated as an indisputable proposition, that every
1 Gamble v. Company, 129 N. Y. 91; ■ 5 Allen, 230.
U N. E. 201.
149
§112 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
person who becomes a member of a corporation aggregate by pur-
chasing and holding shares agrees by necessary implication that
he will be bound by all acts and proceedings, within the scope of
the powers and authority conferred by the charter, which shall
be adopted or sanctioned by a vote of the majority of the corpora-
tion, duly taken and ascertained according to law. This is an
unavoidable result of the fundamental principle that the majority
of the stockholders can regulate and control the lawful exer-
cise of the powers conferred on a corporation by its charter. A
holder of shares in an incorporated body, so far as his indi-
vidual rights and interests may be involved in the doings of the
corporation, acting within the legitimate sphere of its corporate
power, has no other legal control over them than that which he
can exercise by his single vote in the meetings of the company.
To this extent he has parted with his personal right or privilege
to regulate the disposition of that portion of his property which
he has invested in the capital stock of the corporation, and sur-
rendered it to the will of a majority of his fellow corporators.
The jus disponendl is vested in them so long as they keep within
the line of the general purpose and object for which the corpora-
tion was established, although their action may be against the will
of a minority however large. It cannot, therefore, be justly said
that the contract, express or implied, between the corporation
and the stockholders is infringed or impaired by any act or pro-
ceeding of the former which is authorized by a majority, and
which comes within the terms of the original statute creating and
establishing their franchise, and conferring on them capacity to
exercise control over the rights and property of their members.
On the contrary, the fair and reasonable implication resulting
from the legal relation of the stockholders and the corporation is,
that the majority may do any act either coming within the scope
of the corporate authority, or which is consistent with the terms
and conditions of the original charter, without and even against
the consent of an individual member." Again, in this same opinion
the court observed that, " in creating a corporation, no contract
is made by the legislature with the individual members or stock-
holders, any further than they are represented by the artificial
body which the act of incorporation calls into being. They have
no other rights except those which exist or grow out of the con-
stitution of the body corporate of which they are members. To
150
CHAP. Y.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 112
this can we only look, in order to ascertain whether there has
been any breach of contract or violation of chartered rights. It
constitutes, of itself, the contract by which the rights of all parties
are to be governed. When, therefore, it is expressly provided
between the legislature on the one hand and the corporation on
the other, as part of the original contract of incorporation, that
the former may change or modify or abrogate it or any portion
of it, it cannot be said that any contract is broken or infringed
when the power thus reserved is exercised with the consent of the
artificial body of whose original creation and existence such reser-
vation formed an essential part. The stockholder cannot say
that he became a member of the corporation on the faith of an
agreement made by the legislature with the corporation, that the
original act of incorporation should undergo no change except
with his assent. Such a position may be asserted with more
plausibility, if there was an absence of a clause in the original
act of incorporation providing for an alteration in its terms. In
such a case it might perhaps be maintained that there was a
strong implication that the charter should remain inviolate, and
that the holders of shares invested their property in the corpora-
tion relying upon a contract entered into between it and the
legislature that the provisions of the act creating it should remain
unchanged. But it is difficult to see how such a construction can
be put on a contract which contains an express stipulation that it
shall be subject to amendment and alteration. If it be asked by
whom such amendment or alteration is to be made, the answer
is obvious : by the parties to the contract, the legislature on the
one hand and the corporation on the other ; the former expressing
its intention by means of a legislative act, and the latter assenting
thereto by a vote of the majority <>f the stockholders, according
to the provisions of its charter. It is nothing more than tin-
ordinary case "I a stipulation thai one of the pin-tics to a contract
may vary its terms with tin- assent of the other contracting party.
In such case, all persons claiming derivative rights or interests
under the original contract, with notice of its terms, would lie
bound by the amendment or alteration to which the parlies should
agree. It is a mistake, therefore, to say that the contract of a
stockholder with a corporation established under our statutes
binds the latter to undertake no new enterprise and engage in no
business or operation other than that contemplated by the original
151
8 112 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
charter. This interpretation puts aside the express provision
authorizing an amendment or alteration of the act of incorporation,
and gives it no effect as against a stockholder without his assent,
although he bought his stock or subscribed for his shares subject
to the legal effect of such a stipulation. The real contract into
which the stockholder enters with the corporation is, that he
agrees to become a member of an artificial body which is created
and has its existence by virtue of a contract with the legislature,
which may be amended or changed with the consent of the com-
pany, ascertained and declared in the mode pointed out by law.
Having, by virtue of the relation which subsists between himself
and the corporation as a holder of shares, assented to the terms
of the original act of incorporation, he cannot be heard to say
that he will not be bound by a vote of the majority of the stock-
holders accepting an amendment or alteration of the charter
made in pursuance of an express authority reserved to the legis-
lature, and which by such acceptance has become binding on the
corporation."
In some few of the States, as for example Ohio, 1 the law provides
that no amendment shall change substantially the original pur-
poses of the organization. In many of the States great similarity
is to be observed in the formalities necessary to be taken in order
to legally amend the charter. Usually the matter is brought to
the attention of the stockholders by a resolution passed by the
board of directors directing the calling of a meeting of the stock-
holders for the purpose of passing upon certain proposed amend-
ments. A meeting of the stockholders is then called in the manner
prescribed by statute, if any, or according to the method set forth
in the by-laws. If the requisite number of stockholders vote in
favor of such amendment, a certificate to that effect is usually
made by the officers of the corporation and filed in the same offices
as is required in the case of the original articles of incorporation.
Thereupon the amendment ordinarily becomes effective. If the
statute docs not prescribe the method of amending the charter,
the only safe plan to pursue is to adopt substantially the same
procedure therefor as is prescribed by statute in the case of original
articl
1 Bee Revised Statutes of Ohio, sec. 2 Day v. Company, 75 la. 694; 58
v. Taylor, 55 0. St. 61; N. W. 113.
Picard v. Hughey, 58 O. St. 577.
L52
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 113
§ 113. Reserved Right of the State to repeal Charters. — Without
exception, under the system of incorporation now in vogue, each
of the several States and Territories reserves the right in the grant-
ing of corporate charters under general acts to alter, amend, or
repeal the same at any future time. The presence of such enact-
ments is due to the decision of the United States Supreme Court
in Dartmouth College v. Woodward, 1 wherein that tribunal an-
nounced the principle that the charter of a private corporation
was entitled to protection from alteration, amendment, or repeal
on the part of State legislatures under the clause of the Federal
Constitution forbidding impairment of the obligation of contracts.
When this case was decided, it became obvious at once that " many
acts of incorporation which had been passed as laws of a public
character, partaking in no general sense of a bargain between the
States and the corporations which they created, but which vet con-
ferred private rights, were no longer subject to alteration, amend-
ment, or repeal except by the consent of the corporate body, and
that the general control which the legislatures creating such
bodies had previously supposed they had the right to exercise, no
longer existed." It was no doubt with a view to suggesting a
method by which the State legislatures could retain in a large
measure this important power without violating the provisions of
the Federal Constitution, that Justice Story, in his concurring
opinion in the Dartmouth College Case, suggested that," when the
Legislature was enacting a charter for a corporation, a provision
in the statute reserving to the legislature the right to amend or
repeal it must be held to be a part of the contract itself, and the
subsequent exercise of the right would be in accordance with the
contract and could not therefore impair its obligation." 2
With respect to the right to repeal, the power of the legislature
in this regard, when exercised, is all but absolute, and the courts
ordinarily will not inquire into the legislative motive for exercis-
ing it. Under Buch circumstances it will be presumed thai the
power is properly exercised. 8 The only exception appears to be
that the courts will interfere where the legislature has exen
its power of repeal so wantonly and causelessly as palpably to
violate the principles of natural justice. 4
1 4 Wheaton, 518, decided in 1819 Wagner Free Institution v Philadelphia,
1 Greenwood <•. Company, 105 I'. S. 132 Pa. Si 612.
IS throp <i '//. v Stedman et o/., Fed.
8 Greenwood v. Company, 105 U. 8 13; Cases, No 8519,
L53
§114 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
Another question, however, is presented when the legislature
attempts to alter or amend the charter. In order to justify the
exercise of this power by the legislature the same must he so
exercised as not to defeat or substantially impair the object of
the grant or any rights vested under it which the legislature may
deem necessary to secure either that object or some public right. 1
Prom the foregoing it is to be seen that the reserved power to
repeal and alter is not unlimited. On this subject the U. S.
Supreme Court, in Union Pacific Railroad Co. v. United States, 2
spoke as follows :
" That the power to alter or amend a charter even when reserved has
a limit no one can doubt. All agree that it cannot be used to take
away the property already acquired under the operation of the
charter or to deprive the corporation of the fruits actually reduced
to possession of contracts lawfully made. It may safely be affirmed
that the reserve power may be exercised to almost any extent to carry
into effect the original purposes of the grant or to secure the due
administration of its affairs so as to protect the rights of stockholders
and creditors, and for the proper distribution of its assets. Also
to protect the rights of the public and of the incorporators or to
promote the due administration of the affairs of the corporation.
The alterations must, however, be reasonable. They must be made in
good faith, and be consistent with the object and scope of the act of
incorporation. Sheer oppression and wrong cannot be inflicted under
the guise of alteration or amendment."
§ 114. Legislative Control over Dissolution of Corporations. —
Legislative control over dissolution of domestic corporations
(omitting any reference to forfeiture of charters by State action,)
is exercised in the following four ways : (1) by prescribing the
maximum duration of corporate charters; (2) by permitting
corporations to surrender their charters before organization ;
(3) by authorizing voluntary dissolution, with or without recourse
to the courts; (4) by enacting statutes authorizing involuntary
dissolution on application of stockholders or creditors. Each of
these matters will now be taken up briefly for discussion.
(1) Legislative limitations upon corporate duration. In the
absence of any provision in the governing statute or in the charter
limiting corporate duration, the corporation is entitled to perpetual
1 N. Y. & N. E. Railway Co. v. Town 2 99 U. S. 700.
of Bristol, 151 U. S. 556.
154
CHAP. Y.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 114
existence. 1 The legislature ma) r however, if it sees fit, limit
the duration of corporate existence to any specific number of
years. This right has been exercised in a majority of the
States. 2 Upon expiration of the period of time limited in the
charter as the duration of corporate life, dissolution results by
operation of law. 3 If the articles provide for a longer period
of duration than the law allows, then the excess is of no force
or effect. 4
In many of the States statutes exist continuing the existence of
corporations after the expiration of the period limited in their
charters for certain periods of years in order to permit them to
close up their corporate affairs. Such statutes may be lawfully
enacted subsequent to the creation of the corporation, for the
reason that they provide for the enforcement of rights which
equity recognizes even in the absence of statute. 5
(2) Surrender of charter before organization. Statutes exist
in the States of Connecticut, Delaware, Maine, Massachusetts,
Nevada, New Jersey, New York, North Carolina, Virginia, West
Virginia, and Wisconsin expressly permitting corporations to
surrender their charters either prior to organization or to the
commencement of corporate business. It is unquestionably true
that in order to render such a surrender valid it must have been
made under authority of the statutory provision enacted, which
is of course equivalent to acceptance by the State. 6
(3) Voluntary dissolution with or without recourse to the
courts. " Charters," it has been said, " are in many respects com-
pacts between the government and the corporators. And as the
former cannot deprive the latter of their franchises in violation of
the compact, so the latter cannot put an end to the compact with-
out the consent of the former. It is equally obligatory on both
parties. The surrender of a charter can only be made by some
formal act of the corporation, and will be of no avail until ac-
cepted by the government. There must be the same agreement
of the parties to dissolve that there was to form the compact. It
i P. L. & 8. Co. v. CloweB, 8 N. T. 470. v, Hutchinson, is.3 111. 60. r >; 56 N. E.
- See Pan III Table 13, | 388.
•Mason v. Company, 25 Fed. 882; 6 Taylor w. Holmes, 14 Fed. 98; Revere
Bradley v Reppell 183 Mo 545 ; 82 8. W. v. Company, 15 Pick. (Mass.) 851; Combes,
64S v , i Wis. 297 : 82 N. W B9 ;
i People v. Cheeseman, 7 Col 376; a La* - Rich,47W Va. 684 ; 85 S. 1
].. lr 7ir,. Mariners v. Bewail, 50 Me. 220 ; Barton v.
Poster o Bank 16 Mass. 245 ; Singer Association, 114 [nd. 226; L6 N. B. 486.
155
§114 tNCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
is the acceptance which gives efficiency to the surrender. Dis-
solution of a corporation extinguishes all its debts. The power
uf dissolving itself by its own act would be a dangerous power,
and one which cannot be supposed to exist." 1
The foregoing statement of the law is unquestionably based
upon both reason and authority. Accordingly, a corporation may
dispose of all its assets, cease entirely to do business, and neglect
to elect officers or hold meetings of any kind, yet it cannot be
legally dissolved by any action of its stockholders or a surrender
of its charter unless such surrender is authorized by some
statute. 2
Where statutes exist authorizing dissolution of corporations
prior to the termination of the period limited in their charters,
such statutes are of course equivalent to an acceptance by the
legislature of the surrender of the charter. All that is necessary
is that the statute shall be substantially complied with in order
that the dissolution may be effective. 3
It may be remarked, in passing, that no cessation or abandon-
ment of its corporate business, failure to hold corporate meetings
or to elect officers, alienation or loss of all its property, has the
effect in law of dissolving the corporation. 4
(4) Involuntary dissolution on application of stockholders and
creditors. Most of the States have enacted statutes giving courts
possessing equitable powers the right to wind up corporations for
cause shown upon application of some stockholder or on petition
of creditors. But such proceedings, even when the corporation is
insolvent, do not necessarily dissolve the corporation, unless the
statute that is invoked expressly so provides. 5
It has been expressly held that corporations are not dissolved by
1 Boston Glass Manufactory v. Lang- 222 ; Boston Glass Manufactory v. Lang-
don, 24 Pick. 49; see also Olds v. Company don, 24 Pick. (Mass.) 49 ; Kincaid v. Dwi-
(Mass.), 7n N. E. 1022. nelle, 59 N. Y. 548; Jones v. Edson, 10
- K\ eretts v. Company, 20 Conn. 448 ; Kan. Ap. 110; 62 Pac. 249 ; State v. Trus-
Borke v. Thomas, 56 N. Y. 559 ; People v. tees, 5 Ind. 44; Wilmington & Reading
Ballard, 134 N. V. 269; 32 N. E. 54; Ry. Co. v. Downward (Del.), 14 Atl. 720;
Commonwealth v. Silfer, 53 Pa. St. 71 ; Muscatine Turnverein v. Funck, 18 la.
Wilson v. Proprietors, etc., 9 R. I. 590; 469; U. S. v. Company, 1 Fed. 700; Brad.
State v. Association, 35 0. St. 258. ley v. McKee, 5 Cranch C. C. 298; Fed.
Commonwealth ». Slifer, 53 Pa. St. Cases, No. 1784.
71 ; /V. re Lincoln Co., 190 Pa. St. 124 ; 42 5 Spra^ne Brimmer Mfg. Co. v. Com-
Atl. 538; Wilson v. Proprietors, etc, 9 pany, 26 Fed. 572 ; Stolzeu. Company, 100
R. I. 590. Wis. 208 ; 75 N. W. 987 ; Olds v. Com-
* People v. B. & R. T. Road, 23 Wend, pany (Mass.), 70 N. E. 1022.
156
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 115
statutory proceedings in bankruptcy or insolvency, or by appoint-
ment of receivers in equity or by assignment for the benefit of
creditors. 1
§ 115. Forfeiture of Charters. — At Common law forfeiture of
charters was accomplished by means of scire facias, or by an
information by the proper State officials in the nature of a writ
of quo warranto. 2 " An information for the purpose of dissolving
a corporation or of seizing its franchises," it has been said, " can-
not be brought except by the authority of the Commonwealth,
exercised by the legislature or by the attorney or solicitor-general
acting under its direction or ex officio in its behalf. For the
Commonwealth may waive any provision of any condition, express
or implied, on which the corporation was created ; and courts can-
not give judgment for the seizure by the Commonwealth of the
franchises of any corporation unless the Commonwealth be a party
in interest to the suit and assents to the judgment." 3
A corporation cannot within the meaning of the law forfeit its
rights and seal up the corporation. A corporation without rights,
without legal capacity to do anything, not even to acquire rights,
is an impossibility. It has never been seriously contended that
mere non-performance of conditions subsequent on the part of
a corporation has the effect ex proprio vigore to put an end
to corporate life. By such non-performance the corporation is
not ipso facto dissolved or deprived of its corporate existence
or corporate rights, but it is simply exposed to proceedings in
behalf of the State to establish and enforce a forfeiture. The
State which gave the corporate life may take it away. The State
which imposed the conditions may waive their performance, and
the corporate life may run on until the State by proper proceedings
(ordinarily quo warranto, or in the nature of quo warranto) inter-
poses and enforces a forfeiture. 4
Courts of equity have no inherent jurisdiction, in the absence
of statute conferring the same, to decree a dissolution of a cor-
poration or declare a forfeiture of its charter on any grounds. 6
i Chamberlain v. Company, lis Mass. N. Y.366; W. A B. T. Co. v. Maryland,
532; Tayloi o. Company, I I Allen [Mass.), L9 Md. 289.
853 ; Montgomery v. Merrill, i- Mich. mmonwealth v. Company, 5 Mass.
Boston Glass Manufactory v. Lang- 230.
don, -'i Pick. (Mass.) 49; Central Nat. ' Matter of Brooklyn Elevated Ry.
Bank v. Company, 104 U. S 54 5 N J W4; 26 N I 174.
- Rex v. Paasmore, 3 Term Reports, ' Wheeler v. Company, 143 111. 197;
199 j Slee v. Bloom, 5 Johnson's Chan. 32 X. E. 420; Denike v. Company, 80
L57
J; ll."> rNCORPORATION AND ORGANIZATION OP CORPORATIONS. [I'AKTI.
Tho principal grounds under the statute upon which charters will
be forfeited may be enumerated as follows: (1) non-user of cor-
porate franchises; (2) mis-user or abuse of corporate powers; (3)
for non-performance of conditions precedent to valid existence as
a corporation : (4) for non-performance of conditions subsequent
to valid continuance of existence as a corporation; (5) for viola-
tion of express statutes; (6) for non-payment of taxes; (7) for
insolvency. These will now be taken up brielly for separate
consideration.
(1) 'Forfeiture for non-user of corporate franchises. It is a well-
established doctrine of the law that courts should proceed with
extreme caution in proceedings which have for their object the
forfeiture of corporate franchises; nor should such a penalty be
visited except for plain abuse of power by which the corporation
fails to fulfil the designs and purposes of its organization. 1 Again
it has been well said : " It is not every failure to perform a duty
imposed that will work a forfeiture. It must be something more
than accidental negligence, something more than an excess of
power, something more than a mere mistake in the mode of
executing the acknowledged powers; and though a single act
of simple non-feasance may be a ground of forfeiture, a specific
act of non-feasance not committed wilfully and not producing
or tending to produce mischievous consequences to any one,
and not being contrary to formal regulations of the charter,
will not be." 2
All these judicial utterances are little more than a declaration
of the fact that the policy of the State, of its officers and courts
should be to encourage in all legitimate ways the organization
and operation of all corporations organized to promote any legit-
imate enterprise. " The rights, privileges, and franchises of such
corporations," it has been well said, " should not be declared
forfeited, and they should not be ousted and excluded therefrom,
exempt for solid, weighty, and cogent reasons, for the violation of
a positive or prohibitory statute and not of a statute whose pro-
visions are permissive and apparently directory, and never upon
mere technical grounds." 3
The term " forfeiture of charter for non-user of corporate
franchises," as here used, has a very broad signification. It
NY 599, See however Miner v. Company, 1 State v. Chemical Bank, 10 O. St. 535.
93 Mich. 97 ; Arents v. Company, 101 Fed. 2 State v. Company, 8 It. I. 182.
138. 8 Moore v. State, 71 Ind. 478.
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 115
mav have reference to action taken by the State with a view
to forfeiture of corporate charters on any one of the following
grounds : failure to organize the corporation within the time
prescribed by statute ; 1 failure to carry on the business enu-
merated in its articles; 2 failure to elect officers; 3 failure to
maintain domiciliary office within the State; 4 failure to com-
mence business within the time designated by statute. 5
(2) Forfeiture for misuse or abuse of corporate powers. " To
work a forfeiture on the ground of misuser or abuse of corporate
powers, there should not only be a wrong, but one arising from
wilful abuse or improper neglect. The corporate default must
be something more than accidental negligence or mere mistaken
excess of power, or mistake in the mode of exercising an acknowl-
edged power. There must be an abuse of trust, of such a nature as
would render a trustee liable to forfeit his station on the complaint
of his cestui que trust if the question stood on the relation between
them. Corporations are political trustees. Have they fulfilled the
purposes of their trust or acted in good faith with a view to fulfil-
ment ? is the question to be asked when they arc called upon to
forfeit their charter, either for acts of commission or omission." 6
" It appears to be settled," observed the New York Court of
Appeals, " that the State as prosecutor must show on the part
of the corporation accused some act against the law of its being
which has produced or tends to produce injury to the public. The
transgression must not be merely formal or accidental, but mate-
rial and serious, and such as to harm or menace the public welfare.
For the State does not concern itself with the quarrels of private
Litigants. It furnishes for them sufficient courts and remedies,
but interferes only where some public interest requires its action.
Corporations may and often do exceed their authority where only
private rights are affected. But when the transgression has a
wider scope and threatens the welfare of the people, they may
summon the offender to answer lor the abuse of its franchises or
the violation of its corporate duty." 7
i State v. Simonton, 7- N C. 57. ■ W.F.C.F Co.w.Kittridge,5Saw ti;
- W.C.M.Co p.Burns, 1UN.C.853; People v. Bank, 129 111.618; 22 N.l 288
19 8. ] '■ People v. B. & R T. Road, 23 Weud,
be r Barron, 58 N. H 870 222.
1 State v. Company, 58 Minn. 330; 59 : People t>. Company, 121 N -' V. -
N \V 1048; State p. Company, 59 Kan. N I 584; see alao M & R K. Co. v.
l.'.i ; 52 Pac. 122; State v. Company . 20 Ark. 44.'t.
Wi-
l.V.I
§ 116 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
(8) Forfeiture for non-performance of conditions precedent.
Even a corporation defectively organized may have what is
termed a "defacto existence," so that it cannot ordinarily be
impeached by parties other than the State. Nevertheless the
right to bring proceedings to forfeit the charter of such cor-
poration vests with the State which may bring proceedings to
forfeit the same and oust it from the exercise of corporate
powers. 1
(4) Forfeiture for non-performance of conditions subsequent. It
has been well settled that charters of corporations may be forfeited
by proper action brought by the State for failure to comply with
conditions subsequent which are clearly mandatory and not merely
directory in their nature. 2
(5) Forfeiture for violation of express statute. This is one of
the clearest grounds for the exercise by the State of its right
to forfeit charters. The most common ground for the exercise
thereof is in connection with anti-trust legislation. 3
(6) Forfeiture for non-payment of taxes. Several of the States
authorize forfeiture of charters for non-payment of organization
and annual franchise taxes. This right has been exercised with
great frequency, and constitutes unquestionably a valid exercise
of the power of such legislature over corporations. 4
(7) Forfeiture for insolvency. In the absence of statutory pro-
vision to that effect, insolvency alone will not authorize the State
to forfeit corporate charters. 5 However, it is unquestionably valid
for a State to prescribe that if a corporation be insolvent for a
certain length of time it shall constitute a forfeiture of its charter. 6
§ 116. The Police Power of the State. — The police power of the
State comprehends all those general laws of internal regulation
which are necessary to secure the peace, good order, health, and
1 Holman v. State, 105 Ind. 569 ; People bers, 42 Cal. 201 ; People v. Bank, 129 111.
v. City Bank, 7 Col. 226 ; 3 Pac. 214. 618 ; 22 N. E. 288 ; 24 N. E. 834.
2 State v. Company, 1 Tenn. Cases, 4 Hughesdale Mfg. Co. v. Vanner, 12
511 ; People v. Company, 131 N. Y. 140; R. I. 491; Bank v. Company, 17 Ap. Div.
Hammond v. Strauss, 53 Md. 1. (N. Y.) 524.
3 Simmons v. Company, 113 N. C. 147 ; 8 People v. Bank, 6 Cowen (N. Y.),
State v. Company, 24 Texas, 80; Iluyler 211 ; A. & L. T. Co. v. flolthouse, 7 Ind.
v. Company, 40 N. J. Eq. 392; People v. 59; State v. Bank, 13 Smeads& M. (Miss.)
Company, 60 How. Pr. 82 ; People v. Com- 569; Chicago Life Ins. Co. v. Needles,
pany, 130 111. 268; State v. Standard Oil 113 U. S. 574.
Co., -i'.i 0. St. 137; People v. Company, 6 People v. Bank, 12 Mich. 526; CM.
121 N. Y. 582 ; see also People v. Cham- L. & I. Ass'n v. Hunt, 127 111. 257 ; Denike
v. Company, 80 N. Y. 599.
1G0
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 116
comfort of society, but the proper limit in its bearing upon charter
rights and privileges of private corporations for public uses
would seem to be this : That the legislature may at all times regu-
late the exercise of the corporate franchises by general laws passed
in good faith for the legitimate ends contemplated by State police
power; that is, for peace, good order, health, comfort, and welfare
of society ; but it cannot under the color of such laws destroy or
impair the franchises itself, or any of the rights or powers which
are essential to the exercise of it. 1
After the decision of the United States Supreme Court in Dart-
mouth College v. Woodward, 2 that court proceeded to enunciate
the doctrine that in the exercise of what is termed " police power,"
the several States might pass laws as a valid exercise of such
powers when otherwise they would be forbidden to do so under
Section 10, Article 1, of the Constitution of the United States,
which forbids the impairing of the obligations of contracts by
means of laws enacted by them.
The police power arises primarily from the nature of the social
contract, just as when each person upon becoming a member of a
society must of necessity relinquish some of the rights and priv-
ileges which, as an individual and considered alone, he mighi
retain. The Supreme Court of Massachusetts in Commonwealth
v. Alger 3 says : " All property is subject to such reasonable re-
strictions and regulations established by law as the legislature
under the governing and controlling power vested in them by the
Constitution may think necessary and expedient."
In Gibbons v. Ogden 4 the United States Supreme Court held
that the police power is lodged with the several States. In Prov-
idence Bank v. Billings 6 the court took another step forward, and
held that the abandonment on the part of the State of its power of
regulation in this regard ought never to be presumed in any case
where the purpose of the State to abandon it docs not clearly appear.
In the License Cases 6 the courl held \\\:i\, in the exercise of its
police power, a State may pass quarantine and Banitary laws damag-
ing and even destroying property in some cases. In Bartemeyer
v. Iowa 7 the court held that a State law prohibiting the manufac-
' P. W B, R. R. Co. -■ Bowers, I Hom ' 9 Wheat, I.
ton, Del. 506. • • Peters, 51 t.
•-' i Wheat. 518. ' Howard, (04.
3 7 Cush. 84. 7 18 W;il. 188.
II 1G1
§ lib [NCORPOBATTON AN!) ORGANIZATION OF CORPORATIONS. [PART I.
ture and sale of intoxicating liquors was a valid exercise of the
police power. In Beer Company v, Massachusetts 1 the court held
thai as a measure of police regulation, looking to the preservation
of public morals, a State law prohibiting the manufacture and sale
of intoxicating liquors is not repugnant to any clause of the Con-
stitution of the United States.
In Mugler v. Kansas 2 it was held that a State may absolutely
prohibit tbe manufacture and sale of intoxicating liquors as a
beverage, and may declare places where such liquors are manufac-
tured or sold to lie nuisances, and may authorize the destruction of
such liquors found therein, and of all property used in keeping and
manufacturing such nuisances. Such a statute is valid as to such-
liquors lawfully manufactured before the enactment of the statute,
and although it greatly deteriorates the value of the property law-
fully used in such manufacture before the enactment of the statute.
In Munn v. Illinois 3 it was held that when the owner of property
devotes it to a use in which the public has an interest, he in effect
giants to the public an interest in such use, and must to the
extent of that interest submit to be controlled by the public for
the common good as long as he maintains the use.
In Fertilizing Company v. Hyde Park 4 the right of State
authorities to compel the removal of a bone fertilizing business
from a location near the village to a point farther removed, was
held to be valid as an exercise of the police power.
In tbe Slaughter House Cases 5 the court held that the power
of State legislatures to make a contract of such a character that
under the provisions of the Constitution it cannot be modified or
abrogated dues not extend to subjects affecting public health and
public morals, so as to limit the further exercise of legislative
power over those subjects, to the prejudice of the general welfare.
To summarize briefly the general doctrine of the federal
Supreme Court on this subject, the same may be done by present-
ing the following abstract propositions:
il) Laws for the welfare and safety of a community being
itial to the existence of every State, it cannot be supposed to
have been within the intention of the original thirteen States to
limit this power by assenting to the Federal Constitution. 6
> 97 U. S. 25. -Mil U. S. 746.
2 L23 U. S. 623. 6 Louisville & N. R. Co. v. Kentucky,
3 04 U. S. 1 13. 161 U. S. 077 ; 40 L. E. 849.
4 97 I -
162
CHAP. V.] LEGISLATIVE CONTROL OYER DOMESTIC CORPORATIONS. § 116
(2) Generally speaking, the extent to which a State can
regulate the business or affairs of a corporation depends upon
the nature of the business — whether it affects the public closely
or remotely. If it is of such a character or magnitude that the
public are directly interested in its proper management, then it
falls within the proper sphere of legislative control. 1
(3) Being an inherent right as well as a duty, the legislature
may pass enactments looking towards the safety of life and prop-
erty, and general laws of this nature are a legitimate exercise of
the " police power." Thus it may compel railroads to fence tracks,
maintain cattle guards, put up signboards at crossings, construct
viaducts, require all trains to stop at intersections of railroads, etc. 2
(4) Laws intended to prevent or remove nuisances are clearly
within the " police power" of the State. 3
(5) A State may pass laws for the protection of its inhabitants
against the evils of intemperance, even though existing contracts
be affected thereby. 4
(6) Laws regulating the employment of persons of a certain
age in manufactories are a valid exercise of the general power of
the State to enact laws to secure the health and education of
the community. 6
(7) A State may by statute protect the interest of employees
when the common law affords no protection; as for example,
a law providing that all railroad companies shall be liable for
wages due to day laborers employed by contractors engaged
to const nut the company's railroad and works was held to be
valid. 6
(8) A State may by general laws regulate the use and dis-
position of property within its jurisdiction, although existing
incorporated companies be thereby affected. 7
(9) A State may pass laws for the protection of the morals
1 Mann v. Illinois, 'n U. S. 113; 24 28 L. E. 629 ; Mngler v. Kansas, 123 U. S.
I. 1. 77; Pearsall v. Company, 161 U. S. •
646; 40 L I '• Knoxville Iron Co. v. Harbison, 183
- I.vi.l v. Colorado, 1^-7 I". S. 137 j 17 U. S 13; 46 I I
I.. E. in-: Smith v. Company, 181 U.S. r ' Knoxville Iron Co. v. Harbison, 183
248; 1". I. E. 847. 1'. S 13 j 16 I.. E 55; Butchers' Union,
• Slaughter House Cases, 16 Wall. 36; etc. v. Company, in U.S. 746; 28 L. E.
21L.E 585; I ><-n t ,■ West Virginia, 129 U. S. 114;
* Reymann Brewing Co. >•. Brister, 32 L. E. 623; Holden i-. Hardy, 169 1 9
179 U. S. 445 ; 15 L. E. 269 I. . I. I 780
of Iowa, 170 U. s ti.'; 12 I I T Budd p. New York, 143 U.S.517;
108S; Foster v. Kansas, it-' U. S. 201 36 L I 247.
163
§ US [NCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
of its citizens, even though vested corporate rights be thereby
affected. 3
^ 117. Legislative Investigation into Corporate Affairs. — The
statutes of California, Michigan, Minnesota, North Dakota, Okla-
homa, South Dakota, and Wisconsin contain express provisions
for the appointment of legislative committees to examine into
the affairs of corporations organized under their laws. The pro-
visions of the South Dakota act may be quoted as exemplifying
the nature of such statutory provision. It reads as follows:
"The legislative assembly, or either branch thereof, may examine
into the affairs and condition of any corporation in this State at all
times ; and for that purpose any committee appointed by the said
assembly, or either branch thereof, may administer all necessary
oat lis to the directors, officers, and stockholders of such corporation,
and may examine them on oath in relation to the affairs and con-
ditions thereof; and may examine the safes, books, papers, and docu-
ments belonging to such corporation, or pertaining to its affairs and
condition, and compel the production of all keys, books, papers, and
documents by summary process, to be issued on application to any
circuit court or any judge thereof, under such rules and regulations as
the court may prescribe." 2
Such an inquiry as is authorized by the statutes just referred to
has been held not to constitute a judicial act, and is therefore con-
sidered a valid exercise of legislative powers. 3 On this particular
subject the Supreme Court of Massachusetts spoke as follows:
" The inquiry into the affairs or defaults of a corporation with a
view to continue or discontinue it, is not a judicial act. No issue is
framed. No decree or judgment is passed. No forfeiture is adjudged.
No fine or imprisonment is imposed. But an inquiry is had in such
form as is deemed most wise and expedient, with a view to ascertain-
ing facts upon which to exert legislative power or to learn whether
a contingency has happened upon which legislative action is required." 4
§ 118. Legislative Requirement of Annual Reports from Corpora-
tions. — Statutes exist in thirty-three of the Commonwealths
1 Austin v. Tennessee, 179 U. S. 343; 2 Sec. 478, Rev. Civ. Code; sec. 2970,
4.". L. E. 224 ; Petit v. .Minnesota, 177 U. S. Comp. L.
164; 4 I.. E.716; Ilanuington v. Georgia, 3 Lothrop v. Stedman, 42 Conn. 583;
161 I". S. 299; 41 L. E. 166; L'llote v. Fed. Cas. No. 8519.
New Orleans, 77 U. S. 587 ; 44 L. E. 899. 4 Crease v. Babcock, 23 Pick. 344.
164
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 119
requiring annual reports from domestic corporations. 1 The valid-
ity of such statutes was considered by the Supreme Court in the
case of Eagle Insurance Company v. State of Ohio. 2 The court
in its opinion therein spoke as follows :
" The right of the plaintiff in error to exist as a corporation and its
authority in that capacity to conduct the particular business for which
it was created were granted subject to the condition that the privileges
and franchises conferred upon it should not be abused or so employed
as to defeat the ends for which it was established, and that when so
abused or misemployed they might be withdrawn or reclaimed by the
State in such way and by such modes of procedure as were con-
sistent with law. Although no such condition is expressed in the
plaintiff's charter, it is implied in every grant of corporate existence.
Equally implied in our judgment is the condition that the corporation
shall be subject to such reasonable regulations in respect to the general
conduct of its powers as the legislature may from time to time pre-
scribe which do not materially interfere with or obstruct the sub-
stantial enjoyment of the privileges the State has granted only to
secure the ends for which the corporation was created. If this con-
dition be not implied, then the creation of corporations with rights
and privileges which do not belong to individual citizens may become
dangerous to the public welfare through the ignorance or misconduct or
fraud of those to whose management their affairs are entrusted. It
would be extraordinary for the legislative department of a govern-
ment, charged with the duty of enacting such laws as may promote
the health or morals or prosperity of the people might not when
unrestrained by constitutional limitations upon its authority, provide
by reasonable regulations against the misuse of special corporate
privileges which it has granted, and which could not except by its
sanction, express or implied, have been exercised at all."
The conclusion of the court in the case just referred to was that
the charter of the corporation did not exempt it from obligations
to comply with the subsequently established police regulations of
the State, requiring certain corporations to make annual state-
ments of their condition.
§ L19. Inspection of Corporate Books. — In all the Coinnion-
wealths but five statutes have been enacted requiring the keeping
of certain corporate books and giving to stockholders, and some-
times to creditors as well, the righl to inspect the Bame. At
1 Sco Part III. Tabic 7, page 577. I S 1 16.
L65
8 L19 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
common law stockholders had the right to inspect hooks and
papers of the corporation at reasonable times and for a proper
purpose. 1 Creditors had no such common law rights.
On this subject the Now York Court of Appeals in the Matter
oi' Steinway a spoke as follows:
" The elementary works unite in holding that the incorporator has
the right in question and that mandamus is the proper remedy. \\c
think that according to the decided weight of authority a stockholder
has the right at common law to inspect the books of his corporation
at a proper time and place and for a proper purpose, and that if this
right is refused by the officers in charge, writ of mandamus may issue
in the sound discretion of the court with suitable safeguards to
protect the interests of all concerned. It should not be issued to aid
a blackmailer, nor withheld simply because the interest of the stock-
holder is small, hut the court should proceed cautiously and dis-
creetly, according to the facts of the particular case. To the extent,
however, that an absolute right is conferred by statute, nothing is
left to the discretion of the court hut the writ to issue as a matter
of course, although even then doubtless due precautions may be taken
as to time and place so as to prevent interruption of business, or
other serious inconvenience. We do not think, however, that the
statute now in force in this State is exclusive, or that it has abridged
the common law right of stockholders with reference to the examina-
tion of the corporate books. By enabling the stockholder to get some
information in a new way, it did not impliedly repeal the common
law rule, which enabled him to get other information in another way,
for the courts do not hold the common law to be repealed by impli-
cation unless the intention is obvious. By simply providing an addi-
tional remedy the existing remedy was not taken away. The statute
merely strengthens the common law rule with reference to one part
thereof, and left the remainder intact."
The right of inspection of corporate books is not the inspection
of the idle, the impertinent, or the curious, but an inspection with
a laudable object to accomplish, or a real and actual interest upon
which is predicated the request for information disclosed by the
books. 3
' People v. Eadie, 63 Hun, 320; 133 2 159 N. Y. 250.
N. V. 573; J'.urham v. Company, 76 Cal. 3 State ex rel. Bourdctte v. Company,
24 ; 17 Pac. 940 ; Phoenix Iron Co. v. Com- 49 La. Ann. 1556 ; 22 So. 815.
monwealth, 113 Pa. St. 563; Hemingway
v. Hemingway, 53 Conn. 443.
166
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 120
The purpose of requiring a copy of stock books and books of
account at the corporation's domiciliary office is to protect the
rights of stockholders and to aid the State in exercising its visito-
rial powers, or to enable creditors or stockholders to ascertain the
number of shares standing in the names of each so as to levy
execution and attachment thereon. The mere fact that a domestic
corporation has kept its books in another State when required by
law to keep its books at its domiciliary office, is not a ground for
dissolving the corporation when parties entitled to inspection of
such books have never been refused the right to inspect the same
at the domiciliary office. 1
§ 120. Anti-Trust Legislation. — The term " trust " includes
any form of combination or combinations between corporations or
between corporations and individuals for the purpose of regulating
production and repressing competition by means of the power
thus centralized. 2
Under the common law agreements, pools, trusts, or combina-
tions between persons or corporations looking towards any absolute
restraint of trade or to regulate prices or to promote monopolies,
were against public policy, and as such were unlawful and void.
But when the question of public policy is at issue, certain matters
should be noted.
It has been well said " that the public policy of the State varies
from time to time. It is not to be measured by the private com-
bination or combinations of the persons who happen to be exer-
cising judicial functions, but by reference to the enactment of the
law-making power, and in the absence of them to the decisions of
the courts. When, however, the legislature has spoken upon a
particular subject and within the limits of its constitutional
powers, its utterance is the public policy of the State." 3
Congress dealt with illegal trade combinations in relation to
interstate commerce as early as 1887, when it passed the [nter-
State Commerce Act, and Later on, July -. L890, ii passed whal is
known as the " Sherman Anti-Trusl Act." Si nee thai time thirty -
three of the States have passed more or Less stringent anti-trust
acts. 4 All this Legislation has been framed with the same purpose,
1 Ribling Stock Co, v. People, 147 111. ' MacGinniss v. Company (Mont.), 75
2-34 ; .3.". \. i; 608 Pac, 89; United States v. Association, 1GG
- MacGinniss v. Company (W nil 1007.
Pac. 89. ' See Pari III. Table 8, page 573.
L67
§ 1_1 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
me of those acts ail arbitrary distinction is made between
dealers and producers. Such provisions have under certain cir-
cumstances been declared to be "class legislation," and as such
are invalid under the Fourteenth Amendment to the Federal
Constitution.
Under this principle the anti-trust acts of Illinois and Texas
have recently been declared to be unconstitutional. 1
In the note below will be found the dates of the passage of the
earlier anti-trust acts in the several States. 2
vj till. Regulation of Internal Affairs. — 111 many of the States
the regulation of the internal affairs of corporations has been
largely delegated by statute to the corporations themselves. Such
is the ease in Alabama, Connecticut, Delaware, Iowa, Maryland,
Massachusetts, New Jersey, Nebraska, New York, North Carolina,
South Carolina, Tennessee, Utah, Virginia, West Virginia, and
Wisconsin.
In other of the Commonwealths, without express provision of
law permitting the same, State officials allow clauses for the
regulation of the internal affairs of the corporation to be in-
corporated in articles of incorporation filed with them. As an
1 Connolly v. Union S. P. Co., 184
U. S. 540 ; 40 L. E. 679 ; State v. Shippers
& Compress Warehouse Co., 95 Texas, 603;
69 S. W. 58; Ford v. Association, 155 111.
166; 39 N. E. 651 ; Harding v. Company,
182 111. 551 ; 55 N. E. 577. See also
Northern Securities Co. v. United States,
19.3 U. S. 197.
- The Federal Anti-Trust Act commonly
known as "the Sherman Act" was ap-
proved July 2, 1890. The following is a
list "f the States wherein antitrust legis-
lation of a more or less comprehensive
character was passed, together with the
the same went into effect:
Alabama, Insurance Act Feb 18, 1897;
Arkansas, Anti-Trust Act, Mar. 16, 1897;
California, ( lattle Trust Act, Feb. 27,1893 ;
Delaware, Life Insurance Act, Feb. 15,
1891 ; Florida, Trade in Cattle, June 11,
eorgia, Anti-Monopoly Act, Dec. 23,
I linois, Prohibitory Pools, Trusts,
mbinations, Original Act, Jul-. 11,
1891, amended June 10, 1897; Indiana,
Mar. 5. 1897, General Anti-Trust; Iowa,
Ami Trust, May 6, 1890; Kansas.
Mar. 8, 1897, defines a trust in five sec-
1G8
tions ; Kentucky, General, May 20, 1890;
Louisiana, General went into effect July 7,
1892 ; Maine, General, Mar. 7, 1889 ; Mich-
igan, became a law July 1, 1889; Minne-
sota, April 20, 1891 ; Mississippi, Part of
the Code of the General St. Laws of Mis-
sissippi adopted in 1892, and amended
March 11, 1896; Missouri, Original Act,
April 2, 1891, revised under Act of
April 11, 1895, and revised again March 24,
1897; Montana, Annotated Code of 1895,
sees. 321-325 ; Nebraska, Act of April 8,
1897; New Mexico, Feb. 4, 1891; New
York, May 7, 1897; North Carolina,
March 11,1889; North Dakota, Marc h 9,
1R97; Oklahoma, Dec. 25, 1890; South
Carolina, Feb. 25, 1897; South Dakota,
March, 1, 1897 ; Tennessee, April 6, 1889
amended March 30. 1891 ; Texas, Origi-
nal Act, March 30, 1889, amended April 30,
1895 ; Utah, March 9, 1896 ; Washington,
Con., Art. XII. sec. 22, and also Act of
March 21, 1895, Session Laws, 1895,
chap, cxlviii. ; Wisconsin, April 27, 1897.
(See "Biography of Commercial Trusts,"
by Wm. II. Winters, Librarian of the
N. Y. Law Institute in 1890.)
CHAP. V.] LEGISLATIVE CONTROL OYER DOMESTIC CORPORATIONS. § 122
example of the statutes above referred to, attention is called to the
provisions of the New Jersey Act, which reads as follows :
"The certificate of incorporation may also contain any provision
which the incorporators may choose to insert for the regulation of the
business and for the conduct of the affairs of the corporation, and any
provision creating, defining, limiting, and regulating the powers of the
corporation, the directors, and the stockholders or any class or classes
of stockholders." *
Without such statutory authority State officials are unquestion-
ably justified in refusing to allow articles of incorporation to be
filed containing such clauses as are here referred to. 2
The Court of Appeals of New York in an early case, commenting
upon the legal effect of the insertion of provisions in the articles
not authorized by the incorporation act, spoke as follows :
" The want of authority for this provision would not affect the
validity of the corporation. The articles must contain the statements
affirmatively required by the act, because those statements constitute
the conditions precedent to the right of the company to become
incorporated. If unauthorized provisions are added, all the acts done
pursuant to such provisions will be void, but until the company is
proceeded against for abuse of its franchises its rights as a corporation
will not be affected by such unauthorized provisions." 8
The more modern view in regard to such matters is that where
State officials are cither expressly or impliedly empowered to pass
upon the validity of articles of incorporation submitted to them
with a view to filing in their office, the approval of such State
official once obtained renders such clauses as are here referred to
valid as againsl all but the State, even when their insertion in the
articles is noi expressly authorized. 4
S 122. Liability of Stockholders for Debts of the Corporation. —
The general subject of stockholders' liability may be best dis-
eussed under three heads : (a) Liability for unpaid stock subscrip-
tions; (b) Double liability as established by statute in certain
i New Jersey Session La* istern Plank Road Co. v. Vaughan,
clifi r 185, livision 7. 14 N. 1 551
* In n Stevedores' Beneficial Ass'n, ' See ante, sec. 6.
14 Phila. Pa. 130; see ante, sec. 5.
1G9
£ 122 [NCORPORATION AND OBGANIZATION OF CORPORATIONS. [PART I.
States; (e) Special liability as established by statute in certain
States.
| | Liability for unpaid stock subscription. The statutes which
exist in nearly every Commonwealth in the Union making stock-
holders liable for unpaid stock subscriptions are merely declaratory
of the common law. 1 The liability of stockholders of corporations
for unpaid stock subscriptions with reference to creditors is often-
times confused with their liability to the corporation itself. The
latter liability is directory and the right to enforce it may be
waived by the corporation. In the absence of such waiver the
subscribing stockholders are bound by the contract of subscription
to pay the full value of their shares in such instalments and in
such manner as may be prescribed by the laws of the State or by-
laws of the corporation. In such cases the liability may be enforced
by the ordinary remedies. The corporation usually has a lien
upon the stock, and may sell the same in satisfaction of the debt,
and may collect the deficiency, if any, by action against the delin-
quent stockholders.
On the other hand, as the corporation is a legal entity distinct
from the stockholders who constitute it, no debts or obligations
incurred by it can, in the absence of a direct statutory provision,
impose any lawful liability upon the stockholders. But in equity,
under what is termed the " trust fund doctrine," the debts of the
stockholders to the corporation are regarded as equitable assets of
the corporation and may be reached by the creditors if the legal
assets prove insufficient. This trust fund doctrine derives its main
support at the present time from the Supreme Court of the United
States, but it has secured recognition in many jurisdictions.
As stated in Sanger v. Upton, 2 " The capital stock of an incor-
porated company is a fund set apart for payment of its debts. It
is publicly pledged to those who deal with the corporation for their
security. Unpaid stock is as much a part of this pledge, and as
much a part of the assets of the company as the cash which has
been paid in.
" The stockholders thus become individually liable for the debts
of the corporation, to the extent of the unpaid balance on their
stock. They are also in some States subject to other statutory
liabilities hereinafter set forth. The statutory remedy is usually
by equitable action, but in some States by an action at law.
1 Taylor v. Cummings, 127 Fed. 108. " 91 U. S. 60.
170
CHAP. V.J LEGISLATIVE CONTROL OVER DOMESTIC CORPORATION'S. § 122
Under nearly all such statutory provisions, the liability of stock-
holders is intended merely as a secondary security for creditors
iu case the assets of the corporation are insufficient to meet its
debts, but in special cases stockholders may be made parties
defendant in an original action, and if they are obliged to pay any
debt of the corporation they may bring an action against the cor*
poration for the amount so paid, and are usually entitled also
to exact contribution from the other stockholders."
The only other questions which are of practical importance in
connection with the present subject may be restricted to two classes :
one relates to the liability for unpaid stock subscriptions to cred-
itors as between the transferor and the transferee, and the other re-
lates to the liability to creditors of pledgees and trustees of stock.
With reference to the first question it may be said that the
question depends upon the law of the State in which the stock-
holder may reside and in which action maybe brought. 1 In most
States transferors of stock are not subject to stockholders' liability,
and arc thereafter released from liability for assessments made by
the corporation. 2
In the absence of statutory provision to the contrary, a bona fide
transfer of stock perfected on the books of the corporation, dis-
charges the transferor from any further liability either to the
corporation or to creditors for calls made after the transfer and for
calls made prior thereto, and the transferee takes his place and
becomes liable for calls made after the transfer but not for calls
made before. 3 The distinction which clearly obtains between one
who holds his stock by transfer and one who is an original sub-
scriber to the stock of the corporation, must be carefully noted.
The former may in good faith discharge himself from liability for
unpaid instalments by due transfer of his shares, while the latter
cannot obtain immunity in this way. The subscriptions for stock
and tli.' acceptance of a certificate for the shares constitute a con-
tract between the subscriber and the corporation by which he
engages to pay the remaining instalments on demand from the
corporation. From this agreement the subscriber cannot recede
Without the consent Of the corporation. 1 \\\ some of the Males
i Glenn >■. Hunt, 120 Mo. 330; 25 also Signa Iron Co. v. Brown, 171 N. V.
S. W. i -i. 188; 64 N. E. 194.
- M f. 'I'. Co. v. War.], l.'i Ohio, 120 ' H I '' McNaughton, 54 N. .1. Law,
a Pullman v. Upton, 'J', l. B.828; Bee 425; 24 AtL 197.
171
§ L22 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
this mat tor is regulated by statute. In Maine, Massachusetts,
North Carolina, West Virginia, the original subscriber alone is
liable. In Illinois, Iowa, Nebraska, New Hampshire, Rhode
Island, and Virginia the original subscriber remains liable as well
as tlu« transferee. 1 In Georgia, Ohio, Tennessee, and Oregon the
original subscriber is liable upon default in payment by the trans-
feree. In .Mississippi and Wisconsin the original subscriber
remains liable for the debts contracted before his ownership or
those contracted thereafter. In California, Indiana, Kentucky,
Maryland, Michigan, Minnesota, New York, and Tennessee the
original subscriber remains liable for the debts of the corporation
contracted during his ownership and not for debts contracted after
such transfer. In Alabama, Arizona, Arkansas, Colorado, Con-
necticut, Delaware, District of Columbia, Florida, Idaho, Kansas,
Louisiana, Massachusetts, Minnesota, Missouri, Montana, New
Jersey, North Dakota, Oklahoma, Pennsylvania, South Carolina,
South Dakota, Texas, Utah, Vermont, Washington, and Wyoming
upon the transfer of stock the transferee becomes liable for all
debts contracted both before and after transfer, and the transferor
is discharged in all these States as to debts contracted after such
transfer, and in some of these States from liability for debts con-
tracted before such transfer as well. 2
Turning now to the question of liability of pledgees and trustees
of stock, it may be said that unless protected by statute, as is the
case in New York, Missouri, California, and Michigan, the pre-
vailing rule seems to be that pledgees and trustees of stock are
liable thereon to the extent of the unpaid portion of the stock held
by them. 3
On the other hand the Supreme Court of the United States has
enunciated a different doctrine to the effect that a pledgee of stock
taken as collateral security or as a loan is not subject to personal
liability for the debts of the corporation imposed on other share-
holders unless he has either become the owner of the shares in fact
or has held himself out to lie the owner, and thereby estopped him-
self from denying his personal liability as such. 4
1 White v. Greene (Iowa), 70 N. W. 65 S. W. 630 ; Germania National "Rank
182; Sprague v. Bank, 172 111. 149; 50 v. Case, 99 U. S. 628; McMahon v. Macv,
N. E. 190. 51 N. V. 155.
2 Van Cott v. Van Brunt, 82 N. Y. 535. * Rankin v. F. I. T. & D. Co., 189
3 Hole i. Walker, 31 la 344; Union U. S. 242.
Savings Ass'n v. Seligman, 92 Mo. 635;
172
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 1^2
(b) Double liability as established by statute in certain States.
What is known as the " double liability " of stockholders for debts
of the corporation which existed formerly in a large number of
States, has now been so far removed by statute that it exists at
the present time in the case of ordinary business corporations in
only two States, to wit, California and Minnesota. 1 In the last-
mentioned State it does not exist in the case of corporations
organized exclusively for the purpose of carrying on a manufac-
turing, mining, or mechanical business. 2
(c) Special liability as established by statute in certain States.
Stockholders at common law were not liable for debts of the
corporation beyond their liability for unpaid stock subscriptions. 3
Personal responsibility of stockholders is inconsistent with the
conception of corporate liability at common law, and for this
reason, if it exists at all, must rest upon some positive statute. 4
The particular liability under consideration here arises by
reason of the existence of statutory provisions that may be stated
as follows: Liability of incorporators as partners through failure
to legally organize the corporation. In Florida, Iowa, Minnesota,
Nebraska, and Wisconsin stockholders are individually liable by
statute for failure to comply with certain prescribed regulations in
regard to organization and publicity. 5 In a few of the States the
courts construe the liability of incorporators where they have failed
to legally organize the corporation, not as partners at all. This
on the ground that no such relationship or liability is contemplated
by the incorporators, and that the creditors' only remedy is against
the officers and agents who actually made the contract. 6
In Indiana, Massachusetts, Michigan, New York, North Dakota,
1 The liability may possibly still exist N.J. Law, 52; Ciar v. Iglehart, 3 0. St.
in Indiana and Kansas ; Bee pages 257, 265. 457.
* Sacramento Bank v. Pacific Bank, B Kaiser v. Bank, 56 Iowa, 104; 8 N.W,
124 Cal. 147; 56 Pac.787; Danielson v. 772: Puller v. Rowe, 57 N. Y. 23 ; Connor
Yoakum, H6Cal 382; i- Pac.322; N. II. v. Abbot, 35 Ark. 866; Johnson y.Corser,
II N. Co. v Company, 112 Mass. 349; 7 .'it Minn. 355; 25 N W 799; Hurt v.
\ ! :; . Ba - Day, 198 Pa. St 513; Salisbury, 55 Mo. 810; Bergeron v Hobbs,
48 Atl io7; Whitman V. Bank, 176 I • 91 Wit 641; 71 V W. 1056; Clegg v.
559; Willis v. Mabon, 48 Minn. 140; Company, 61 [owa, 121; i"< N. v
50 \. W. 1110; Marshall v. Sherman, 148 Slocum v. Head, 105 Wis, 1 31 ; 81 X. W.
N\ V. 9; 42 N. E. 419; Tuttle v National •
Bank, 161 III 197; n \ I VV: "'' 1 »• Brigham, 127 Ma
Toner v. Faulkerson, 125 [nd 224; Rutherford v. Hill, 22 Ore. 218; 25 Pac.
25 N 1: 218; II 1 - McNaughton, 54 546; Canfleld v. Q Conn. 9; 33
N. J. L. 425; 24 Atl. 197 Atl 536 ; Hank i». Hall, 85 0. St. 158.
* S. L C N. Bank v. Hendrickson, 40
173
8 123 fNCORPORATION AND ORGANIZATION OP CORPORATIONS. [PART I.
Oklahoma, Pennsylvania, South Dakota, Tennessee, and Wiscon-
sin they are liable for the wages of employees of the corporation.
In N.w York, in what is known as full liability corporations,
stockholders arc liable for debts of the corporation in full. In
Arkansas, Delaware, Iowa, Maine, Michigan, Minnesota, New
Hampshire, New Jersey, North Carolina, Vermont, and West
Virginia stockholders are individually liable to the extent of
any part of the corporate assets refunded to them respectively,
lu Idaho, .Minnesota, North Carolina, and South Carolina stock-
holders arc individually liable for any fraud or misconduct on
their part. In Arizona, Delaware, Iowa, and Nebraska stock-
holders are personally liable for the debts of the corporation,
unless they limit this liability by provision therefor in the
charter. 1
§ 123. Statutory Liability of Directors. — With the exception
of Alabama, Arizona, Louisiana, and Utah, all of the Common-
wealths have statutes, either civil or penal, imposing liability
upon directors for certain designated acts of misfeasance or
nonfeasance. These statutes are diverse both in scope and char-
acter. It will only be possible in this connection to enumerate
without discussion the several liabilities thus imposed upon
directors.
(1) For illegal declaration of dividends. 2
(2) For illegal withdrawal of capital stock. 3
(3) For making false reports, or keeping false books of
account, or making false representations. 4
» Van Pelt v. Gardner, 54 Neb. 701 ; Pittsburg, etc. R. R. Co. v. Allegheny Co.,
75 N. W. 974. 63 Pa. St. 126.
2 Such liability exists in Alaska, Ar- 3 Such liability exists in Alaska, Cali-
kansas, California, Colorado, Connecticut, fornia, Connecticut, Georgia, Idaho, Iowa,
Delaware, District of Columbia, Florida, Mississippi, Montana, Nevada, New Jersey,
Georgia, Idaho, Illinois, Indiana, Iowa, New Mexico, North Carolina, Oklahoma,
Kansas, Kentucky, Maine, Maryland, Mas- Oregon, South Dakota, Washington, and
sachusetts, Michigan, Minnesota, Missis- West Virginia.
sippi, Missouri, Montana, Nebraska, 4 Such liability exists in Delaware,
Nevada, New Hampshire, New Mexico, District of Columbia, Indiana, Kentucky,
New Jersey, New York, North Carolina, Montana, Nevada, New Hampshire, New
North Dakota, Ohio, Oklahoma, Ore- York, Rhode Island, South Carolina, Ten-
gon, Pennsylvania, Hhode Island, South nessee, and Virginia. See Huntington v.
Dakota, Tennessee, Texas, Vermont, Vir- Attrill, 118 N. Y. 365; 23 N. E. 544;
ginia, Washington, West Virginia, Wis- Gidding v. Ilolter, 19 Mont. 263; 48 Pac.
consin, and Wyoming. Sec Dykman v. 8; Felker v. Company, 148 Mass. 226 ; 19
Keenev, 160 N. V. 677; 54 N. E. 1090; N. E. 225; Githers v. Clarke, 158 Pa. St.
Chamberlain v. Company, 118 Mass. 552; 616; 28 Atl. 232; Thompson Houston
174
CHAP. V.J LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 123
(4) For failure to file annual reports. 1
(5) For violation of express statutes. 2
(6) For authorizing the contraction of debts in excess of the
amount limited by law. 3
(7) For contracting debts before statutory requirements, such
as subscriptions for stock, either in whole or in part, publication
of articles, etc., have been complied with. 4
(8) For failure to file certificates as to reduction of capital
stock. 5
(9) For false oaths to articles of incorporation. 6
(10) For making loans to directors. 7
(11) For making loans to stockholders. 8
(12) For loss of funds through negligence. 9
(13) For failure to display name or itemized accounts at
domiciliary office. 10
(14) For failure to allow inspection of books. 11
Electric Co. v. Murray, 60 N. J. L. 20;
87 Atl. 443.
1 Such liability exists in Colorado,
Michigan, Montana, New Hampshire, New
York, and Oklahoma. See Garrison v.
Howe, 17 X. V. 458; Van Etten v. Eaton,
19 Mich. 187; Shankliu v. Gray, 111 Cal.
88 ; 43 Pac. .399 ; Cincinnati Cooperage Co.
v. O'Keeffe, 120 X. Y. 603; 24 N. E. 993 ;
Wallace v. Walsh, 127) X. V. 20 ; 25 X. E.
1076 ; Glenn Falls Paper Co. v. White, 18
Hun (X. V.), 214; Bolen v. Crosby, 49
X. V. 183 : Tabor v. Bank, 62 Fed. 38. : s ; 10
C. C. A 129
- Such liability exists in Arkansas,
Idaho, Indiana, Kentucky, Michigan,
North Dakota, and South Dakota. See
8ti .hi , 1 1 .Minn. 8 1 : 12
X. w. :ej<; : l.o' . .-riii v. McLaughlin, 161
111. 417 ; 11 X. E. 99; Clow v Brown, L60
Ind. 185; 4s X. E 1034; 19 N. E 1057
Gunther v. ' Company, 21 Ky. I.. Rep. 655 ;
52 - W. 931.
;; Such liability exists in California,
Illinois. Idaho, Mississippi, Montana, New
hire New Mexico, North Dakota,
Oklahoma, Rhode Island, Tennessee, Ver
mout, :m>! Wyoming, Sec Tra
Pub Co 1 < loropany, 95 Tenn 634 ; 32
s. \v 1097 : Lew id v. Montgomery . 145
111. 30; 33 X 1. 380; Honor v, Henning,
93 U. S. 228.
4 Such liability exists in Illinois, Ohio,
Vermont, and Wisconsin. See Kent v.
Clark, 181 111.237; 54 X. K. 967; Clow v.
Brown, 150 Ind. 185 j 48 X. E. KKi4; 49
X. I-;. 1057 ; FJequembourg v. Edwards,
155 Mo. 514; 55 S. W. 490; Lovcrin v.
McLaughlin, 161 111. 417 ; 44 X. E. 99.
6 Such liability exists in Indiana, New
Jersey, and North Carolina.
8 Such liability exists in Massachusetts.
7 Such liability exists in Massachusetts
and New York. See Thacher v. King,
156 Mass.490; 31 N.E.648; Connecticut
River Bank v. Fiske, 62 N. 11. 178; Wit-
ters r. Sowles, -'ii Fed. 1.
8 Such liability exists in District of
Columbia, Mississippi, Missouri, New
Hampshire, New Fork, Oklahoma, Rhode
Island, and Tennessee. See Working-
men's Banking Co. '•. Rautenberg, 103
111. 160; Bank Commissioners 0. Bank of
Buffalo, •'. Paige (N. V.i. 197.
' ^u<\) liability exist • in Mi isota.
See Horn Silver Mining Co v. Ryan, 42
Minn. 196 ; 44 V W. 56; M I N. Hank
v Harper, 61 Minn. .■!::. . 63 V W. 1079.
w Such liability exists in California
and New Jersey. See Eyre v. Harmon,
92 ( !al 580 ; 28 Pac, 779 ; Ball v. Toman,
1 19 Cal. 35 . 51 Pac, 546
" Such liability exists in New Jersey.
L75
§ 1 _' I INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
(15) For embezzlement of officers. 1
(16) For failure to make certificate of payment of capital
stock. 8
(17) For making false appraisal as to value of property taken
in exchange for corporate stock. 3
(18) For not producing list of stockholders at the annual
election of directors. 4
(10) For permitting- an illegal issue of stock or bonds. 5
(20) For making prohibited transfers of property. 6
(21) For issuing stock as full paid when less than its par
value is paid thereon. 7
§ 124. Extension of Corporate Existence. — In order to extend
corporate existence special legislative action is necessary. 8 In
nearly all of the States statutes exist providing that for a period
of three years after the term of existence limited by its charter
has expired, the corporation shall continue to exist for the pur-
pose of winding up its affairs. Express power to extend cor-
porate existence is granted in twenty-five of the Commonwealths. 9
Where corporations are permitted under their charter to make
their term of existence perpetual, this right to extend corporate
existence is of very little practical importance. As, however,
perpetual existence is permitted in only twenty-seven of the
States, it is a question of much practical importance in the re-
mainder. It has been held by at least one court of excellent
repute that where the power of amendment of the charter is
unlimited, even though it does not refer specifically to the right
to extend corporate existence, it may nevertheless be used for
that purpose. 10
When so extended, it must pay an organization tax if the law
1 Such liability exists iu Colorado, New 5 Such liability exists in North Dakota
Mexico, and Pennsylvania. See Scott v. and New York. See Clow v. Brown, 150
Depeyster, 1 Edw. Ch. (N. Y.) 513; Ind. 185 ; 48 N. E. 1034.
Wallace v. Bank, 89 Tenn. 630 ; 13 S. W. ° Such liability exists in New York.
48 ; Ouderkirk v. Bank, 119 N. Y. 263 ; 23 7 Such liability exists in North Dakota.
X E. 875. See Schley v. Dixon, 24 Ga. 273.
2 Such liability exists in Colorado, 8 Peoples. Pfister, 57 Cal. 532; Attor-
Delaware, Maryland, New Hampshire, ney-Geueral v. Perkin, 73 Mich. 303;
North Carolina, and Rhode Island. Smith v. Company, 58 N. J. Eq. 331;
3 Such liability exists in Connecticut. 43 Atl. 567; People v. Greene, 116 Mich.
See Hequembourg v. Edwards, 155 Mo. 505 ; 74 N. W. 714 ; Erostberg Mining Co.
514; 56 S. W. 490; F. C. T. Co. v. Floyd, v. Company, 81 Md. 28; 31 Atl. 698.
47 O. St. 525; 26 N. E. 110. '■' See Part III. Table 8, page 576.
4 Such liability exists in Delaware and 10 People v. Greene, 116 Mich. 505;
New Jer-ey. 74 N. W. 714.
176
CHAP. V.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. §125
so provides, even though existence is extended under guise of an
amendment. 1
§ 125. Taxation of Domestic Corporations. — Legislative control
over domestic corporations is exercised by means of the un-
questioned right of such legislatures to impose a tax upon
their organization and annually thereafter in the form of a fran-
chise tax. The latter may be defined to be a tax levied by the
State upon the capital of a corporation in return for the privilege
of exercising its corporate powers within the limits of the State
levying such tax. On the general subject of franchise tax the
New York Court of Appeals in a recent case 2 spoke as follows :
"The system of taxation in this State is so complicated as to
invite mistakes on the part of those who are called upon to enforce
the law. In some instances the tax is laid upon property and in
others upon rights and privileges connected with the property.
There is direct taxation of real estate and of some personal property,
indirect taxation of other personal property, taxation of the capital
stock of corporations and of their franchises, taxation upon the right
of succession to the property left by decedents, and the like. . . .
'•There is, first, an organization tax, payable to the State, which is
imposed but once, and is exacted for the privilege of becoming a cor-
poration. Next, there is a tax upon the real estate owned by the
corporation in this State, which is assessed the same as if it were
owned by an individual. The personal property of the corporation
is not directly taxed, but its capital stock and surplus after deduct-
ing the assessed value of its real estate and making some other
deductions, is assessed at its actual value. Finally, there is a fran-
chise tax on corporations which is payable annually to the State,
' computed upon the basis of the amount of its capital stock employed
within this State' This is not a tax upon property, although it is
measured by tin' value of property, but upon the right of a corpora-
tion to exis1 and the powers granted by its charter. These
forms of taxation do not all rest upon the same principle. The
organization tax is in the nature of a license fee for the n,L, r ht to
become a corporation. The t.-ix upon real estate is a direct tax upon
real property, while the franchise tax is not. laid upon property at
all, but is imposed upon the corporation for the privilege of carrying
on business in this State and e the corporate franchises
granted by the State. The d between a tax upon the prop-
i M. Lead; Co. '■. I>i< Vinson (N.J.i, People ex rel. etc. v. Knight, 174 N. Y.
57 At] i::,; ''" N '■
12 177
8 L26 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
of a corporation and a franchise tax, although well established
of great importance, is easily overlooked, as we find from our
own experience."
With reference to organization taxes there can be no question
raised as to the constitutionality of such taxation. 1
The constitutionality of franchise taxes being imposed upon
the franchise as a species of property is clearly within the con-
stitutional powers of State legislatures. 2 In all of the States and
Territories, with the exception of Alaska, Arkansas, District of
Columbia, Georgia, Indian Territory, and Oklahoma, graduated
organization taxes are imposed upon domestic corporations.
With respect to annual franchise taxes these are imposed only
in the States of Alabama, Colorado, Delaware, Maine, Massachu-
setts, New Jersey, New York, North Carolina, Ohio, Oregon,
Pennsylvania, South Carolina, Texas, Vermont, Washington, and
West Virginia. In Alabama, Colorado, Maine, North Carolina,
Oregon, South Carolina, Texas, Vermont, Virginia, Washington,
and West Virginia the tax is levied upon the total amount of
authorized capital stock, irrespective of the amount that may
have been issued and outstanding.
In Delaware, Massachusetts, New Jersey, and Ohio the tax
is graded according to the amount of capital stock issued and
outstanding. In New York the tax is determined largely by the
dividends on the par value of the amount of capital stock
authorized. It is also graded on the amount of capital stock
employed within the State.
§ 120. Regulation of the Right of Consolidation. — To accomplish
a valid consolidation of two corporations that are organized under
the laws of the same or of different States, legislative authority is
necessary. It is not over-stating the matter to say that legisla-
tive authority is as necessary for the accomplishment of a valid
consolidation of existing corporations as it is to the creation of a
corporation in the first instance. 3 Any attempt, therefore, on the
1 United Horseshoe Works v. Lewis, ' 2 Society for Savings v. Coit, 6 Wall.
1 Abb (U. Si 518; Fed. Cas. No. 14365; (U. S.) 594; Tidewater Pipe Line Co. v.
Combined Saw & Planer Co. v. Flournoy, Berry, 53 N. J. L. 212; 21 Atl. 490;
83 Va. 1029 ; 14 S. E. 976 ; State v. Rot- Attorney-General v. Bay State Mining
witt, 17 Mont. 41 ; 41 Pac. 1004 ; Hughes- Co., 99 Mass. 148.
Mfg. Co. v. Vanner, 12 R. I. 491 ; 3 Pcarce v. Company, 22 How. (U. S.)
v. Company, 21 Col. 263; 40 Pac. 441 ; A. L. & T. Co. v. Company, 157 111.
♦57. 641 ; 42 N. E. 153 ; Cole v. Company, 133
LT8
N. Y. 164; 30 N. E. 847.
CHAP. Y.] LEGISLATIVE CONTROL OVER DOMESTIC CORPORATIONS. § 126
part of corporations to consolidate in the absence of any statute
permitting consolidation will not be recognized by the courts. 1
Where power is granted to corporations to consolidate it is usually
done by means of a general statute. Such statutes exist in a
comparatively small number of the Commonwealths, the legis-
latures of the remaining States evidently looking upon consolida-
tion as a form of a trust and therefore to be restricted. 2 Some of
the statutes limit the right of consolidation to corporations of the
same character or engaged in the same line of business. 3 Where
the right to consolidate existed at the time the corporation was
created it can ordinarily be affected by vote of a majority of the
stockholders against the dissent of the minority. 4 However, in
the absence of such authority conferred prior to the incorporation
of a company, it has been held that consolidation cannot be
affected against the dissent of the minority stockholders. 5
When it comes to the matter of consolidation, creditors have no
right to intervene for the purpose of preventing such a consolida-
tion providing the same is undertaken under legislative authority.
The remedy of creditors in such cases is to proceed in equity with
a view to subjecting the property of the consolidated corpora-
tion to the payment of their claims. 6 Sometimes, though not
always, when a new corporation is formed by the consolidation
of a domestic corporation with a foreign corporation, it is required
to pay an organization tax, at least upon so much of the capital
stock as is represented by the capitalization of that of the consoli-
dated domestic corporation."
1 Greenville Warehou^ Press Co. v. Wis. 13; Mowrey v. Company, 4 Bissell,
Company, TO Miss. 669; 13 S<«. 879. 78; Fed. Cas. No. 9891.
- See Part ILL Table 9, page 579. " People v. Company, 92 N. Y. 105.
'■'■ Bee In n Prospecl Park & Coney See R. I. Ry. Co. v. Moffatt, 75 [11.524;
Island Railway Co., 67 X. V. 371. N. D. Ry. <',,.,• (' pany, 120 Mass. •!'.'7.
1 Spero '-. Company, 7 Ind. wj; ' State v. Sherman, 22 0. St. 411 ; 1'.
Spragne v. Company, 90 111 174. Co. v. Company, 113 I'. S. l".»'', ; A. & R.
■■ Clearwater v. Meredith, l Wall. A. L. Co. v. State,63 <ia. 2183; contra,
(U.S.) 25; K. & R. I. I.v Co. v. Marsh, 17 People v. Company, 129 N. V. 174; 29
,\. E. 951.
L79
8 L27 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
CHAPTER VI.
LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS.
§ 127. Extent of Legislative Power of the various Commonwealths
over Foreign Corporations. — A foreign corporation may be defined
as one created under the laws of a State, Territory, government,
or country other than that wherein it seeks to do business. 1
With some few exceptions nearly all of the Commonwealths have
enacted statutes prescribing the terms and conditions upon which
foreign corporations may carry on business within their borders. 2
Most of these statutes closely resemble each other in character,
and generally look to the attainment of the same end. Thus, for
example, in order to give courts of the foreign State jurisdiction
over the foreign corporation and to secure proper protection
for such of its citizens as may transact business with the latter,
the statutes prescribe that foreign corporations shall designate
an agent residing within the State upon whom service of process
upon the corporation may be served, and also designate a place
of business where it may be found. Such provisions are unques-
tionably valid. 3
Again, most of the acts require that a certified or sworn copy
of Hie charter of the foreign corporation shall be filed in certain
designated offices, usually with the Secretary of State and in the
local recording office of the county where its principal place of
business is to be located. The object of such enactment is to fur-
nish easily accessible evidence of the existence of the corporation,
and to protect parties dealing with it from fraud and imposition. 4
Still other States require the filing of reports enumerating the
officers, giving information relative to the business to be trans-
acted within the foreign State and as to the financial condition
i Daly v. Company, 04 Ind. 1. 4 Evans v. Lee, 11 Nev. 194; D. F. Co.
e Fart III. Table 13, page 583. v. Augustine, 5 Wash. 67; 31 Pac. 327;
3 St. Clair v. Cox, 106 U. S. 356; Huffman v. Company, 13 Tex. Civ. Ap.
Lafayette Ins. Co. t\ French, 18 How. 169 ; 36 S. W. 306.
| 404.
180
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. $ 127
of the corporation. 1 The right to transact business in a foreign
State is a matter of State comity, pure and simple. The recog-
nition of a foreign corporation and enforcement of its contracts
in States other than that of its creation rests only on comity, and
any conditions governing the right to transact business outside of
the domiciliary State of the corporation may be imposed upon them
or they may be entirely excluded. 2 But the conditions imposed
must not be repugnant to the Constitution of the United States
or to the public policy of the foreign State as evidenced by its
statutory enactments and judicial decisions, nor can they be re-
pugnant to rules of public law. 3
In this connection it may be observed that foreign corporations
cannot claim the protection of the prohibition of the United States
Constitution against denying to citizens of any State the privileges
and immunities of citizens of the several States. 4 Nor can they
claim the benefit of the clause against denying to any person equaL
protection of the law. 5
A State may preclude all foreign corporations not engaged in
interstate commerce or in the employ of the general government
from transacting business within its limits, and the courts cannot
inquire into its reasons for so doing. 6 A State may discriminate
between foreign and domestic corporations. 7 In short, the power
of States over foreign corporations with respect to imposing con-
ditions for doing business are as broad as those exercised over
domestic corporations. 8 Wherever a corporation transacts its
business it carries its charter with it, and that becomes the law
of its existence in the foreign State, for the charter is the same
abroad as it is at home. Whatever disabilities are placed upon
the corporation at home are ordinarily equally binding upon it
abroad, and whatever proper legislative control it is subject to
musl in general be recognized and submitted to by those who
deal with it elsewhere. 9 The foregoing rule should be qualified
i Washington County Mat. Ins. Co. v. 8 Doyle v. Company, 94 U 8.541:
D awe •!:,-- ::;>; Horn Silver Mining < '". v. New York, i 13
a r rinia, - Wall (U. S.) 161. I S 814.
8 Lafayette Ins. Co. v. French, 18 How, 7 Ducat P.Chicago, 10 Wall (U.S.)415.
407; s P. Rj Co b Denton, i 16 U. 8. " Orient his. Co. v. Dagg 173 U. S
201 ; Am . etc. Christian Union v. Fount, 566.
]()| q g ■ Canada, etc Ry i> Gi bherd, 109 U. 8.
i Paul v. Virginia, 8 Wall. (C P l 168 597; Me Royale Land Corporation w.Sec.
» P. C. s. M. &C. Co v Penn ylvania, of Si ite, 76 Mich. 162; 43 N. W. 14.
125 8 1-1
1S1
§ L27 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
by the statement that a foreign corporation can do no act in a
foreign State which cannot be done through the intervention of.
a mere agent and which is not in contemplation of law the
direci act of the corporation itself. 1
Comity between States authorizes a corporation to exercise its
charter powers within any State, but it does not permit the exer-
cise of a power where the policy of that State distinctly marked
l>\ legislative enactments or constitutional provisions forbids it. 2
It lias been well said that "no rule of comity will allow one
State to charter corporations to operate in another State unless
there is willingness on the part of the foreign State that it should
be so. To hold otherwise would be to say that the right of one
State by comity is superior to the sovereign will of the other.
This involves the surrender of sovereignty to a rule of comity
and to a matter of international etiquette, which no sovereign
State should for a moment think of." 3
A great deal of litigation has arisen through the question
whether or not foreign corporations may exercise the same
powers in a foreign State that their charter authorizes them to
exercise in the domestic State. It has been held that foreign cor-
porations cannot exercise outside of the domicile State powers
which their own charters do not permit them to exercise within
the State of their origin, nor can they exercise powers in a foreign
State not permitted to corporations organized under the laws
thereof. 4 They cannot, however, do any acts which are contrary
to the public policy of the foreign State. 5 Nor can they transact
business for which domestic corporations cannot be formed on
account of statutory prohibition thereof. 6
In some jurisdictions what are termed ".retaliatory statutes"
have been enacted. The purpose of these statutes is to put cor-
porations coming from other States upon the same plane as
domestic corporations of that State are placed when they seek
in turn to transact business in the States referred to. 7 Some-
times the laws of the foreign State expressly provide that foreign
i Duke v. Tavlor, 37 Fla. 641 ; Dema- Mich. 145; Clarke v. R. R. Co., 50 Fed.
rest r. Flack, 128 N.T. 205; 28N.E. 645; 338; State v. Water Co., 61 Kau. 563;
Colwell v. Company, 100 U. S. 55. Feople v. Howard, 50 Mich. 239.
■ McDonongh v. Murdoch, 15 How. 6 L. G. E. T. Co. v. Commissioners, 6
, 413. Kan. 245.
3 Empire Mills v. Company (Tex. Ap.), c Empire Mills v. Company (Tex. Ap.),
15 S. W. 506. 15 S. W. 200.
* Diamond Match Co. v. Powers, 51 ' Talbot v. Company, 74 Mo. 544.
L82
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 127
corporations shall have no rights or privileges other than those
possessed by domestic corporations of the same character. A fair
interpretation of such statutes would seem to be that such foreign
corporations shall have equal powers with domestic corporations of
a character similar to their own. 1
In a recent case an interesting question arose as to the legal
effect of inserting powers in a charter to be exercised only outside
of the State, such powers being forbidden by the laws of the State
in which the corporation was organized. 2 In this case the Fed-
eral Court of the State of Washington spoke as follows :
" It has become a habit of business men in this country to organize
corporations in one State to operate in another, and presumably
there is some advantage to be gained thereby, otherwise the practice
would not be continued. But no sound reason has been advanced,
and none occurs to my mind, for giving additional encouragement to
the practice by judicially expanding the powers of such corporations
so as to include additional rights and powers to be exercised abroad
but not at home. Corporations organized under legislative statntes
are not endowed with the rights of natural persons to do as they
please except when restrained by prohibitive laws. On the contrary,
the rule is that they have only such powers and rights as the statutes
confer, and the enumeration of their powers implies the exclusion of
all others except such subordinate and incidental rights and powers
as are essential to their existence and the exercise of the rights and
powers conferred in express terms, and the corporation can make no
contracts and do no acts other than permitted by the State which
created it except sucli as are authorized by its charter."
The general rule is that foreign courts will not interfere in
the internal management of foreign corporations; that is, except
in the presence of extraordinary circumstances. 8 In tins con-
nection ;i distinction obtains where the act complained of affects
the party Bolely in his capacity as stockholder, for there lie must
seek redress of his grievance in the courts of the domiciliary
State of the corporation. But where the act affects his individual
1 Bee sec. 15, Art XII California Con- - Seattle Gas 5 Electric Co. v. Citizens'
rtitntion ; sec, ll, Art. XV. Montana Con- Lights Power Co., 123 Fed. 588; i
Btitntiona ; I. & M B. Co. o. Stone, 174 1001.
Mo. 1 ; 73S.W.453; MncGinnissi Com ; Sidway v Company, lot Fed. i^l ;
pany (Mont.), 75 Pac. 89; Low< I n- Kimball v. Company, 157 Mass. 7; 31
pany, 52 Cal. GO. N I
183
§ L28 INCORPORATION AM) ORGANIZATION OP CORPORATIONS. [PART I.
rights he may seek redress in any tribunal where jurisdiction
may properly be acquired. 1 Foreign courts have not the power
to forfeit charters of foreign corporations. 2
warranto is the proper proceeding to try the right of a
foreign corporation to carry on corporate business in a foreign
Stat .
The certificate of the Secretary of State authorizing a foreign
corporation to transact business within the State is a franchise
emanating from the State, and cannot be gone behind or revoked
by any authority but the State. 4
§ 128. Doctrine of State Comity. — What is known as the
" doctrine of State comity " is nothing more nor less than a
recognition of the principle that the right of foreign corporations
to engage in business in a State other than that of their creation
depends solely on the will of such other State. 5
While there are exceptions to this rule they only exist where
the corporation created by one State rests its right to enter
another and engage in business therein upon the nature of its
business. As, for instance, where it is necessarily an instrumen-
tality of interstate commerce, and its business constitutes such
commerce, it is therefore wholly within the paramount authority
of Congress. In this case the exceptional business is protected
against interference by such authority.
If the power to regulate applies to all the instances to which
such commerce gives rise, and to all contracts which might be
made in the course of its transactions, that power would embrace
the entire sphere of mercantile activity in any way connected
with the trade between the States, and would exclude State con-
trol over many contracts purely domestic in their nature. The
power to exclude where it exists, embraces the power as well to
regulate and to enforce all legislation in regard to things done
within the State which may be directly or incidentally requisite in
order to render the enforcement of the State powers efficacious
to the fullest: extent, subject always of course to the paramount
authority of the United States. 6 Let us now turn our attention
1 N S. C., etc. Co. v. Field, 64 Fed. 151 ; 4 State ex rel. v. Ackerman, 51 O. St.
M. B. ' Co. v. R. G. N. Co., 81 N. V. 163; 37 N. E. 828.
Sup. ■• Hooper v. State of California, 155
- Fritts v. Palmer, 132 U. S. 289. U. S. 148.
Ina. Co., 39 Minn. 538; 41 r - \V. U. Tel. Co. v. Mayer, 28 0. St.
N. W. 108. 521.
1 14
CHAP. VI,] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 128
to the attitude maintained by the State courts towards foreign
corporations.
One of the familiar features of the present day is the organi-
zation of corporations under the laws of one State whose statutes
are particularly favorable with the intention of carrying on no
business in the State of its organization and with the avowed
purpose of carrying on business in other States. Long ago
these corporations were nominated as " tramp corporations," and
there was at the outset some effort made on the part of the
courts to limit the powers and question the legal status of such
corporations. There was an attempt made to induce the courts
to refuse to judicially recognize such corporations, and to hold their
stockholders liable upon their contracts as partners and upon
their torts as joint tortfeasors. 1
J Jut the liberal policy of the American States in extending
hospitality to foreign corporations and the powerful influence of
interstate comity has completely overcome the tendency here
referred to, so that at the present day the doctrine is established
in practically every State in the Union, that each of these States
will recognize as valid a corporation formed under the laws of
another State for the express purpose of doing business outside
of the State of its origin. 2
The broader view taken by the courts on this question is well
set forth by the decision of the New York Court of Appeals in
Merrick v. Van Sanvoort. 3 In this case attempt was made to
establish the doctrine that where a Connecticut corporation
conducts all its business in the State of New York, it must
thereby be <l<:emcd to have migrated to New York and to have
forfeit < <1 its charter, thus permitting creditors of the corporation
to hold the members, officers, and agents of the corporation per-
sonally liable for the debts and torts of the corporation. In
refusing to recognize this doctrine the couri spoke as follows:
"Hitherto corporate enterprise has not been trammelled by un-
friendly legislation. No jealou iy or competition or rivalry of adverse
intere t has been permitted to convert State lines into barriers
i See Hillt) Bi I ■ •' J, I'.'i 31; " See Merricti v V;m Sanvoort, 34
Landgrant, etc. Co. v. Coffey Co., 6 Kan. N. V 208? 13 Flack, 128 X. Y.
245; Montgomer I . 148 Mas 205 State ex rel. v. Cook (Mo.), 80 8. W.
249; 19 N E. 342 ; Atterberrj v. Knox,
4 B. Monroe (Ky.), 90. NT. V. 208.
185
§ L28 [NCORPORATION \ND ORGANIZATION OF CORPORATIONS. [PART I.
miction to the free course of general commerce. Its avenues
have been open to all.
" In this country our individual interests are so interwoven that
the union of the States is due, in its continuance, if not in its origin,
as much to commercial as to political necessity. The citizens of each
claim a birthright in the advantages and resources of all. They
demand from their local authorities such facilities as the law-making
power can afford in the employment of labor and capital. They
claim such corporate franchises and immunities as may enable them
to compete on equal terms with the citizens of other States. For
these, with the structure of our institutions, they naturally look to
their own government. They acknowledge a double allegiance in
their local and federal relations, which, by general consent, carries
with it a correlative community of rights. They may live in an
inland State, but they are none the less citizens of a maritime nation,
and they may lawfully organize companies at home for traffic on
ocean highways.
"A corporate charter is in the nature of a commission from the
State to its citizens, and their successors in interest, whether at home
or abroad. Each government, in the exercise of its own discretion,
determines the conditions of its grant. It is free to impose or omit
territorial restrictions, but it can confer general powers to be exer-
cised within its bounds or without them, wherever the comity of
nations is respected. For the purpose of commerce such a com-
mission is regarded like a government flag, as a symbol of allegiance
and authority ; and it is entitled to recognition abroad until it forfeits
a recognition at home. . . .
". . . We think the policy of this State is in harmony with that
of the country, and that it would be neither provident nor just to
inaugurate a rule which would unsettle the security of corporate
property and rights and exclude others from the enjoyment here of
privileges which have always been accorded abroad. Our national
commerce is but the aggregate of that of the States, and every
needless restriction by the operation of local laws is unjust and
calamitous to all. We suppose the rules of comity on which we have
hitherto acted to be generally accepted and approved. We see no
reason why a Southern State may not grant to a corporation of its
planters the right to erect mills for the manufacture of their cotton
in New England; nor why the legislature of Massachusetts may not
authorize a company of Lowell millers to raise cotton in South
America or the Sea Islands. The State of Illinois touches neither
the Atlantic nor the Pacific; but if it should organize a company
of its citizens on the ocean with its office in the City of New York
L86
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 128
and its business conducted by managers elected annually in Chicago,
the rights of the corporation would be recognized wherever the
obligations of national law are respected."
Through the operation of interstate comity corporations or-
ganized under the laws of one State may exercise their corporate
powers outside of the geographical limits of the State from which
they have obtained their charter. The doctrine of the courts on
this subject is well set forth by the United States Supreme Court
in Cowell v. Colorado Springs Co. 1 as follows :
" By the general comity which, in the absence of positive direction
to the contrary, obtains through the States and Territories of the
United States, corporations created in one State or Territory are per-
mitted to carry on any lawful business in another State and Territory,
and to acquire, hold, and transfer property there equally as indi-
viduals. If the policy of the State or Territory does not permit the
business of the foreign corporations in its limits or allow the cor-
poration to acquire or hold real property, it must be expressed in
some affirmative way; it cannot be inferred from the fact that its
legislature has made no provision for the formation of similar corpo-
rations or allows corporations to be formed only by general law."
A most instructive case in this immediate connection is that of
Demarest v. Flack,' 2 wherein the New York Court of Appeals
observed that :
" The courts of every State and country recognize foreign corpora-
tions through what is termed national or State comity. But whether
such recognition shall be given must be decided by the courts of the
country where the corporation seeks to do business. In our State, as
in others, it, is a question of domestic policy, and what that policy is
must be determined by an examination of our own legislation. II' we
find any direct enactment upon the subject, it is our duty to obey it.
and in its absence we must determine the question with reference to
our general legislation and to the circumstances which surround us
as a great and growing commercial community, having need of and
employing large amounl of combined capital, and for whose prosperity
aiel growth it, is of the utmosl importance that such capital should
Hi-- greatest facilities extended il for useful employment, with
reasonable and proper personal exemptions from liability. We can
find no reason for a domestic policy that Bhould exclude from recog-
l [00 U. S. 55. ' 128 N. V 205 j 28 X. E. 645.
187
§ L28 INCORPORATION A.ND ORGANIZATION OF CORPORATIONS. [PART I.
nition by our courts foreign corporations generally. It may safely
be said there ean be no such domestic policy at the present day in
a civilized state. . . .
examination of our laws shows that it is, and for many years
has been, the policy of this State to enlarge the facilities for the
formation of corporations. General laws are on our statute book for
the formation of corporations of almost every conceivable kind, and
under some one of them a corporation of the kind mentioned in
tin' ease could readily he formed. The freedom from personal liability
would be as great and could be as easily attained under our own as
under the laws of "West Virginia. The security of the creditor would
not be substantially greater in the case of the domestic than in that
of the foreign corporation. In the latter the creditor has the remedy
by attachment, and he can obtain about as easy access to its property
as if it were domestic instead of foreign.
" There is really nothing to evade by incorporating under a foreign
law. Xo harmful results flow to a creditor or to the community
here by such incorporation. Where the corporation formed under
another jurisdiction comes here to do business of a kind which we
permit to be done by corporations, and where our laws provide for
incorporating individuals for the purpose of doing that business, it
is difficult to see how the terms 'evasion' and 'fraud' can be prop-
erly applied, to acts of our citizens whereby they obtain incorpora-
tion in another State. When they come in our State to do business
they must conform to our laws relating to foreign corporations and
comply with the terms laid down by us as conditions of allowing
them to transact business here. In the case of many kinds of cor-
porations such conditions have already been imposed by our laws,
and if there be any kind where none is imposed it is conclusive
evidence that up to this time the legislature has not thought it
conducive to the true interests of the State and its citizens to impose
them. I do not intimate that it is necessary for a State to expressly
by statute exclude foreign corporations from acting within its juris-
diction. The policy of the State may exclude them, and that policy
may be clearly established by a reference to the general legislation
of a State. I find none such in the laws of this State.
"It has been urged that the easy way which our laws provide for
forming corporations is itself a reason why we should not recognize
as a corporation those of our own citizens who have gone to another
State for the purpose of incorporating themselves under the laws
thereof, to do business in our own State as such corporation.
•• We think there is very little force in the argument. The public
policy which we see in our own State, as evidenced by her laws upon
L88
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 128
the subject of the formation of corporations, is one which looks to
their ready and easy formation as a means of transacting business
with an accumulation of capital and an exemption from personal
liability to the largest extent consistent with reasonable supervision
by the State. The facilities for incorporation offered by this State
are not the result of any desire to promote the formation of corpora-
tions here as against their formation in other States. They are
offered because of a policy on our part which urges upon the State
the propriety of furnishing them as one means of controlling the
business done by them and keeping it within our borders. If in any
particular case it is thought by those interested in the matter that
the business can be done in our own State and by our own citizens
with greater facility under the form of a foreign corporation than
under that of a domestic one, there is no public policy which forbids
its transaction under such form. The supervision of a foreign cor-
poration by this State may easily be exercised by imposing terms as
a condition of permitting it to do business here. The absence of
any such terms in our legislation forms no reason for refusing to
recognize the corporation. The power rests with the legislature to
say whether any, and if so what, terms shall be imposed upon such
corporations as a condition of granting them permission to do business
here. Those terms can only be imposed by the legislature, and in
their absence our courts ought not, merely on that account, to refuse
to recognize a foreign corporation. In the absence of legislation, our"
courts must either refuse absolutely, or else they must recognize the
right of such corporations to come to this State and do business here.
The courts cannot themselves impose terms or conditions. . . .
" The truth is, foreign corporations are not properly to be regarded
with suspicion, nor should unnecessary restraints be imposed upon
their doing business in our midst. They carry no black flag, and the
policy of all civilized nations is to grant them recognition in their
courts. It seems to me that every reason which urges upon us the
recognition of foreign corporations organized with power to do
business in our State and composed of citizens of the foreign State,
is equally potent when the foreign -poration is composed of our
own citizens. It, has always been supposed that a state should at
least deal as Liberally with its own citizens as with those of foreign
States. II', therefore, we permit foreign citizens to come within our
limits in the form of a foreign corporation organized with power to
do business here and recognized by us, why should we not permit
our own citizens to avail themselves of the like privilege? It we
impose terms and conditions upon foreign corporations, as such,
doing business here, tie- terms and conditions still and
1 89
§ 1'2'J [INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PARTI.
equally apply to a foreign corporation when composed of our own
citizens. Why should they not be placed at least upon an equality
with the foreign citizen?" 1
^ L29. Whnt constitutes doing Business on the Part of a Foreign
Corporation within the state. — There is perhaps no subject of
corporation law wherein will be found greater diversity in the
opinions of the courts of the several Commonwealths than that
relating to the rights of foreign corporations. The growth of
corporate organization as well as the vast extension of the busi-
ness of corporations outside of the State of their origin has made
the question of determining what in legal effect constitutes doing
business on the part of a foreign corporation in States other than
that of its domicile one of great practical importance. As has
already been observed, parties may incorporate in one State at
the present time for the purpose of transacting their business in
another Commonwealth. 2
In some of the States, notably South Carolina, the legislatures
have attempted to give a statutory definition as to what constitutes
doing business on the part of a foreign corporation within the
Commonwealth. In most of the States, however, the question is
left for judicial determination. A fair example of such statutes
13 to be found in the New York statute 3 which provides that "no
foreign corporation, other than a moneyed corporation, shall do
business in the State without having first procured" a proper
certificate from the Secretary of State that it has complied with
the statutes in such case made and provided. From the foregoing
it will appear that the whole question centres upon the meaning
of the word " business " as used in the statutes, of which the fore-
going is a fair example. It will be impossible within the limits
of this work to discuss at any length the conflicting decisions of
the courts on the point here referred to. All that it is proposed
to do is to present certain rules which a careful reading of the
authorities have shown to represent the prevailing and better
considered opinions of the various courts on the questions pre-
sented. These rules may be enumerated as follows:
1 See also Lancaster v. Amsterdam 484; 28 Atl. 973; Hanna v. Company,
Improvement Co., 140 N. Y. 576 ; 35 X. E. 23 0. St. 622.
964. 3 New York Session Laws of 1890,
2 State ex rel. v. Cook (Mo.), 80 S. W. chap. 563, sec. 150; amended by Laws of
929; Oakhill .Mfg. Co. o. Garst, 18 It. I. 1901, chaps. 96, 538.
L90
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 129
(1) Iii order to constitute the transaction of business by a
foreign corporation within the foreign State, it is not indispensa-
ble that it should do the greater part of its business therein. If
it does any part of its ordinary business therein and the same
cannot properly be styled purely interstate commerce, the same
constitutes the transaction of business therein within the meaning
of the statute. 1
(2) Generally speaking, the making of a single contract within
the foreign State does not constitute the transaction of business
therein. 2 There must be more or less continuity in the matter.
(3) The institution and prosecution of actions not arising out
of previous transactions had within the foreign State does not
constitute the transaction of business within the meaning of the
statute. 3
(4) Sales of merchandise by foreign trading corporations made
by means of non-resident travelling salesmen, or by correspondence
had between the foreign corporation at the domiciliary office and
customers in the foreign State, or upon unsolicited orders from
customers in the foreign State, do not constitute transaction of
business within the meaning of the statute regulating the trans-
action of business by foreign corporations. 4
Aside from the question of the nature of the act, there are
constitutional grounds upon which it would be held that corpora-
tions were not, under the circumstances here referred to, subject
to the statutes in such foreign State compelling foreign corpora-
tions to obtain a permit to do business therein. The constitu-
i Lamb v. Lamb, 6 Biss. 420; Fed. Co., 72 Miss. 809; 17 So. 7G9 ; Kil K ore v.
Cas. No. 8018. Smith, 122 Pa. St. 48; 15 Atl. 698; United
2 Cooper Mfg. Co. >•. Ferguson, 113 States r. Company, 29 Fed. 17.
U. S. 727; Gilchrist v.Helena H.S.&S.R. B Mandel v. Compauy, 154 III. 177;
Co., 47 Fed rado Iron Works 40 N. E. 462 ; Smith v. Little, 67 Ind. 549.
Company, 15 Col. 199; 25 Pac, * T. L. Co. o. Holbert, 5 N. Y. Ap.
ommonwealth v. Standard Oil Co., Div. 559; Novelty Mfg. Co v. Conuell, 88
I oi Pa. St. 119; Floraheim Co. v. Lester, 60 Hun, 254 ; M.I.W. C.& S.Co. v. Mosher,
Ark. 120; 29 S. W. 34; Miller v. Williams 114 Mich. 64; 72 N. W. L17; V & J.
(Col.), 59 Pac 7i"; Tabor*. Company, M. Co. v. Foster, 4 Dak. 829 ; J. 8. L. Co.
HCol H9;l8Pac 537 ; Creteau v. Foote v. Chappell, 184 111. 539; 56 X. I
10 \p Div (\ V (215; Sec. Co t?. Gale Mfg. Co. v. Finkelstein, 22 rex.
Panhandle Sat Bank, 93 '5 j Civ. Ap. 241 ; 54 8 W 619; Toledo Com-
57 s W 22; Missouri Coal Mining Co. mercial Co. v. C »any, .... O. St 21- ;
, Ladd 160 Mo 435; 61 S. W. 191; Wolff Dryer Co. v. Bigler, 192 Pa. Si 166;
Payson v. Withers, 5 Bi !69; Fed Cas. W Atl L092; Droege v. Company, 103
No. 10864 : Hope Mufc Life [ns. Co. v. N. V. i 1 " i 57 V E. i 17.
Perkins, 38 X. V. 401 ; Hart v, Ln
I'M
§ 1^!> INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
tional grounds here referred to have reference to those trading
or quasi-public corporations engaged wholly in interstate trade
and commerce and therefore not subject to regulation by State
enactments. 1 The same rule applies where the corporation is in
the employ of the general government. 2
(5) Foreign corporations may take mortgages by way of in-
vestment or as security, or may take real estate as security or
otherwise without coming within the prohibition of the statute,
provided such acts are not within the express purposes for which
such corporations were created, as for example where they are en-
gaged in the mortgage loan or real estate business. 3
(6) Foreign corporations may take property by devise in for-
eign jurisdictions, if their charter authorizes it, either expressly or
by implication, without coming within the purview of the statute.*
(7) The mere fact that a corporation pays rent for offices for
its agent employed to solicit orders in the foreign State does not
in itself prove that the corporation is transacting business within
the foreign State. 5 The question in all such cases is whether it is
actually transacting business within the foreign State, and not
whether some incident preliminary to the transaction of such
business is to be performed there. 6 The maintenance of an office
within the State may be considered as a circumstance done in
connection with others to show that a foreign corporation is
transacting business in the State, but it is by no means conclu-
sive of the question. 7
(8) Where a foreign corporation consigns goods to persons in
a foreign State to sell, and sales are made there by the factor in
his own name and the proceeds collected by him, this does not
i Robbins v. Shelby County Tax Dis- L. E. 1137 ; F. B. D. G. Co. v. Lester, 60
trict, 120 U. S. 489; Brennan v. Titus- Ark. 120; 29 S. VV. 34.
ville, 153 U. S. 289. 4 Am., etc. Christian Union v. Yount,
2 Horn Silver Mining Co. v. New York, 101 U. S. 352 ; Santa Clara Female Acad-
143 U. S. 305. emy v. Sullivan, 116 111. 375 ; 6 N. E. 183 ;
3 C. U. A. Co. v. Scammon, 102 111. 46; Lewisburg Baptist University v. Tucker,
Bard r. Poole, 12 N. Y. 495; A. M. L. I. Co. 31 W. Va. 621 ; 8 S. E. 410 ; Chamberlain
v. Owen, 15 Gray (Mass.), 491 ; Black v. v. Chamberlain, 43 N. Y. 444.
Cohvell, 83 Fed. 880; CO. L. I. Co. v. 5 People ex rel. Brewing Co. v. Roberts,
Sawyer, 44 Wis. 387; Fritts v. Palmer, 22 N. Y. Ap. Div. 284.
132 U. S. 288 ; Bank v. Sherman, 28 Ore. 6 Tallapoosa Lumber Co. v. Holbert,
577 ; 43 Pac. 658 ; Simplex Dairy Co. v. 5 N. Y. Ap. Div. 516.
Cole, 86 Fed. 739; Gilchrist v. Company, 7 People v. Company, 175 N. Y. 76;
17 Fed. 593; C. P. E. Co. v. Company, American Broom & Brush Co. v. Addicks,
152 Mass. 432; 28 N. E. 300; Cooper 19 N. Y. Misc. Rep. 36.
Mfg. Co. v. Ferguson, 113 U. S. 727; 28
102
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 129
constitute doing business within the foreign State within the
meaning of the statute. 1
(9) The renting of an office in a foreign jurisdiction in
charge of a selling agent who distributes therefrom samples to
customers and to travelling agents whose salaries are paid there-
from, together with the keeping of a bank account in such juris-
diction, does not necessarily constitute doing business within the
foreign State within the meaning of the statute. 2
Finally, in addition to the foregoing rules, it may not be without
value in this connection to call particular attention to a few cases
which seem to throw considerable light upon the general subject of
what constitutes the transaction of business within a foreign State
within the meaning of the Statutes already referred to. Attention
is first called to the case of People ex rel. Kellogg Paper Co. v.
Roberts. 3 Here an Illinois corporation furnished printed matter
to local publishers in the State of New York. It kept solicitors
in the State of New York to secure advertising patronage for a
newspaper published by it in Chicago. Fortius purpose it had an
office in the State of New York with a manager and five clerks.
It also kept a New York bank deposit from which rent and sal-
aries were paid amounting to an annual expense of $13,000. It
had office furniture in the State of New York valued at $700. It
was held that the corporation had no capital employed in the
State of New York which rendered its capital stock liable to
assessment for taxation. The court in its opinion stated :
"Office conveniences are permitted here to a foreign corporation
doing business in another State to solicit orders to be executed in the
other States without liability to our franchise tax. In People ex rel.
Smith Co. v. Roberts, 4 the court held that office leases, bank accounts,
and the keeping of samples within the State by foreign corporations
were nominally incidental to the business of soliciting orders and
making sales which the relator could carry on in the foreign State with-
out being liable to taxation. It also observed that the machinery
with which an interstate business is carried on is to some e
erected within the State and does nol make such business taxable
there."
1 Bertha Zinc & Mining Co. v. Clnre, Ap Dir. 13; People ex rel. v. Roberts,
7 N. v. Misc Rep 128 N V. Ap, Dir. >
2 Washington Mills Co. v Roberti :i SON. V Ap Div.^180
N. V. Ap. Div. 201 ; affirmed in 151 N. Y. 4 27 N. V. Ap. Div. 455.
610; People ex rel. v. Roberts, 25 N. V.
13 193
§ 129 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
In Vaughan Machine Co. v. Lighthouse, 1 the testimony showed
that a foreign corporation had sold merchandise in New York
both by agents and hy correspondence, and in this case it had no
office within the State. Upon the question whether this constituted
the transaction of business within the State, the court spoke as
follows :
" The statute does not intend to relate to business conducted in the
manner just referred to. It contemplates a location, a domicile,
having an office and the investment of some part of its capital within
the State. Orders can then be transmitted and dealings had with it
at this office and the conduct of its business is thus transferred, in a
measure at least, to the headquarters established within the territorial
limits of this State. It thus settles within the State, and enjoys the
benefits incident to a domestic corporation, and the legislature im-
poses requirements and obligations upon it by reason of the privi-
lege conferred of doing business like a body corporate organized in
this State. It was never intended to hamper trade and restrict
interstate commerce by bringing within its ban every corporation
which happens to cross the State boundary with its wares to supply
customers who have ordered them from the home office.
"... It must be kept in mind that it was not designed to fetter or
exclude business from the State. Its aim was to require a foreign
corporation, which was on a level in its privileges with one organ-
ized here, to bear the burdens and be equally accessible to process
with State corporations. To give it the construction contended for
by the defendant would interfere with that comity between the States
in their trade relations which has been potential in the development
of our commercial and industrial business."
In Cummer Lumber Company v. Insurance Company, 2 the court
spoke as follows :
"This statute — relative to foreign corporations obtaining a permit
to do business in this State — was simply declaratory of the policy of
the State that foreign stock corporations should not carry on any busi-
ness in this State which similar corporations organized under its laws
could not lawfully conduct. Its purpose was not to avoid contracts,
but to provide an effective supervision and control of the business
ised to be carried on here by foreign corporations, and it is
absurd to contend that it had no reference to the facts established by
the evidence in the case at bar."
1 64 N. Y. Ap. Div. 138. 2 67 N. Y. Ap. Div. 151.
L94
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 130
Again, the court said:
" The scope of the law here under consideration is that of merely
undertaking to regulate the business of foreign corporations so that
they shall not do business under more advantageous terms than those
allowed to corporations of this State. It has no relation whatever to
the incidental contracts of a foreign corporation made with a domestic
corporation, such as the insurance of the property of a lumber com-
pany organized under the laws of Florida and doing business in that
State."
Finally, attention is called to People ex rel. Dives Pelican Com-
pany v. Feitner. 1 In this case a corporation organized under the
laws of the State of Colorado had its principal place of business
in the State of New York and had an office in the City of New
York. The New York office was maintained for the sole purpose
of enabling the directors of the corporation to meet in it and
declare dividends on its stock. No goods of the corporation were
sent to or sold in New York. It had no bills receivable in New
York, and the only assets which it had in that State were office
furniture and money on hand and in bank which had been sent
from its principal office to its New York office for the purpose
of paying dividends. It was held that the corporation was not
doing business in the State of New York within the meaning of
the statute.
§ 130. Penalty for transacting Business in a Foreign State
without obtaining a Permit. — The statutes of the various States
differ materially with respect to the penalty that attaches to the
transaction of business by a foreign corporation without having
first complied with the statute relative to obtaining a permit to
transact the same. The form of penalty prescribed usually takes
one of five forms, to wit :
(1) Suspending the right to maintain suits in the courts of the
foreign State until the statute lias been complied with. (2) Stat-
utes absolutely prohibiting the right to bring suit on contracts
entered into in the foreign State before the obtaining of a permit
to do business therein. | - I Statutes providing thai all contracts
made by a foreign corporation before obtaining a permit to do
business in a foreign Stat. ■ shall be absolutely void. (4) Statutes
providing penalties in certain designated amount for failure to
i :: N V. Ap Div, I-' 1
195
§ L30 [NCORPOBATION AND OBQANIZATION OP CORPORATIONS. [PART I.
obtain a permit in a foreign State before transacting business
therein. (5) Statutes merely giving the right to the State to
bring proceedings to oust or exclude foreign corporations from
doing business within the foreign State without having first
obtained a permit so to do. Each of the foregoing will now be
taken up briefly for separate consideration.
(1) Suspending the right to maintain suits in the courts of the
foreign State until the statute has been complied with. Such stat-
utes do not affect the validity of contracts previously made in the
foreign State by a foreign corporation, but merely prevent it
from enforcing the same therein until it has obtained a permit to
do business in such State. 1
(2) Statutes absolutely prohibiting the right to bring suit on
contracts entered into in the foreign State before the obtaining of
a permit to do business therein. Such statutes exist in New York
and read as follows:
" No foreign corporation now doing business in this State shall do
business herein after December 31st, 1892, without having procured
such certificate from the Secretary of State ; but any contract
previously made by the corporation may be permitted and enforced
within the State subsequent to such date. No foreign stock corpora-
tion doing business in this State shall maintain any action in this
State upon any contract made by it in this State unless prior to the
making of such contract it shall have procured a certificate."
In interpreting this provision of the statutes the Supreme
Court, in Dunbarton Flax Spinning Co. v. Greenwich and John-
sonville Railway Company, 2 spoke as follows:
" Unless prohibited by law, a foreign corporation, duly organized,
can come into this State and exercise the legitimate powers conferred
upon it and carry on any business not prohibited by our laws or
against public policy. The State has the power, however, to compel
compliance with its laws or to punish the corporation if it does not
do so. And the legislature can deny to such corporation failing to
comply with its laws by procuring a certificate and paying the license
fee, all recourse to its courts to enforce its rights or to redress its
wrongs. These statutes are, however, mere revenue regulations,
i Goddard v. Crefields Mills, .75 Fed. v. Fowler Bros., 163 N. Y. 580; 57 N. E.
818 ; 21 C. C. A. 530 ; Davis Provision Co. 1 108.
2 87 Ap. Div.(N. Y.) 21.
196
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 130
compliance with which is made necessary in order to acquire the
right to do business here and to enforce causes of action in our
courts.
"In Lancaster v. A. I. Co. 1 it is said to be the policy of the State
to encourage foreign corporations to enter its boundaries for the
transaction of lawful business, and it is manifestly for the interest
of the State that foreign capital should be actively employed within
its borders."
(3) Statutes providing that all contracts made by a -foreign cor-
poration before obtaining a permit to do business in a foreign State
shall be absolutely void. To have the effect stated above the
statute must in express terms declare that contracts made by cor-
porations which have not complied with the statute relative to
obtaining a permit to do business within a foreign State, shall be
absolutely void. Where such is the case, it is entirely clear that
no action can be maintained by the corporation thereon in such
foreign State. 2 Such statutes, however, have no extra-territorial
effect.
In an Illinois case 3 the court spoke as follows:
" To permit the company, when they admit that they have dis-
regarded all these requirements, to recover, would be for the courts
to disregard the clearly expressed will of the general assembly, and
to say what it has said shall be unlawful is and shall be lawful and
binding. To enforce the payment of this note would be, virtually)
to repeal a plain enactment of the legislature. When the legislature
prohibits an act, or declares that it shall be unlawful to perform it,
every rule of interpretation must say that the legislature intended
to interpose its power to prevent the act, and, as one of the means
of its prevention, that the court shall hold it void. This is as mani-
fest as if the statute had declared that it should be void. To hold
otherwise would be to give the person, or corporation, or individual
the Bame rights in enforcing prohibited contracts as the good citizen
wl, and conforms to the law. To permit such contracts to
be enforced, if not offering a premium to violate law, certainly
withdraws a large portion of the fear that deters men from defying
the law. To do so places the person who violates the law on an equal
footing with those who strictly observe its requirements. That this
contracl utely void, as to appellee, we entertain no doubt." 4
i 140 N. V 576, 591 ; 35 N T * CM II A Co v Rosenthal, 55 HI. 85.
. of L uisville < STooag, 37 Mo. ' See also McCanna S Pra er Co. v.
393 ( ' • ■ 1 1 1 [ . . 1 1 1 . , 7 1 I-'iil. 597.
197
§ 181 [INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
(\) Statutes providing penalties in certain designated amounts
for failure to obtain a permit in a foreign State before transacting
business therein. In this connection two opposing lines of author-
ity are to be met with, one holding that where a penalty is
imposed, this is exclusive, but does not render the contract made
by the foreign corporation, out of which the imposition of the
penalty arose, invalid. 1 The other, and what appears to us the
better, view is that although a specific penalty is provided, this in
itself operates to render the contract, out of which the imposition
of the penalty arose, illegal and unenforceable in the courts of
such foreign State. 2
(5) Statutes merely giving the right to the State to bring pro-
lings to oust or exclude foreign corporations from doing business
within the foreign State without having first obtained a permit so
to do. Unless some other remedy is prescribed by statute, the
proper remedy, in case foreign corporations engage unlawfully in
business in a foreign State, is for the State to bring quo warranto
proceedings to oust or exclude such foreign corporation from
doing business within the foreign jurisdiction. 3 In such proceed-
ings the courts have the right to review, if they see fit, the action
of the Secretary of State in issuing a permit to such foreign
corporation to do business within the State. 4
§ 131. License Tax on Foreign Corporations. — There is a clear
distinction to be observed of course between the creation of a cor-
poration under State authority and the licensing of a corporation
already existing, to do business within the jurisdiction of such
State. 5 Sometimes the statute provides that after foreign cor-
porations have complied with certain formalities relative to obtain-
ing a permit to do business within a foreign State, they shall
thereby ipso facto become domestic corporations. Under such a
statute it has been held that they thereby become for all pur-
poses, except for such matters as pertain to federal affairs,
domestic corporations and not mere licensed corporations. 6 It
1 Clarke v. Middleton, 19 Mo. 54 ; Gar- 517 ; 60 X. W. 121 ; State v. Company, 39
rett Ford Co. v. Company, 20 R. I. 189; Minn. 538; 41 X. W. 108.
.1. ' M. T. Co. r. Willlioit, 84 Fed. 514. 4 State v. Company, 49 O. St. 440 ; 31
2 Dudley v. Collier, 87 Ala. 431 ; 16 So. X. E. 658; State v. Company, 91 Iowa,
304; C. M. II. A. Co. v. Rosenthal, 55 111. 517; 60 X. W. 121.
-trite v. Briggs, 116 Ind. 55 ; 18 X. E. 5 C. B. & Q. Ry. Co. v. Harris, 12 Wall.
395; Buxton v. Hamblen, 32 Me. 448; U. S. 65.
■ v. Company, 38 X. J. Law, 436. 6 Debnam v. Company, 126 X. C. 831 ;
' lompany, 47 O. St. 167 ; 24 36 S. E. 269.
X. E. 392 ; State v. Company, 91 Iowa,
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 132
has been repeatedly held by the United States Supreme Court
that State legislatures may impose license taxes to any amount
upon foreign corporations as a condition to the granting of the
right of such foreign corporations to transact business in a
foreign State. 1
In addition to the payment of a tax, there are a number of
other requirements in force in the various States differing one
from the other, such, for example, as requiring the filing of a copy
of the articles of incorporation, appointing an agent within the
State to accept and receive service of process, etc. Such require-
ments if reasonable are valid. 2
The State may, if it choose, tax without restriction as to amount
or entirely prohibit a foreign corporation from doing business
within the State, provided, however, it is not engaged in interstate
commerce or is in the employ of the general government. 3 Some
States, such for example as Ohio, New Jersey, and Nevada, adopt
what are known as retaliatory statutes. The purpose of such
statutes is to place foreign corporations which do business in for-
eign States under the same regulations as are imposed by the
domiciliary State upon foreign corporations seeking to do business
within such State. 4
The power of a State to exclude foreign corporations from
transacting business within its borders cannot be questioned,
neither can its motives in so doing. 5
Thirty-three of the States have imposed the payment of license
taxes upon foreign corporations desiring to do business within the
foreign State.
§ 132. Annual License Tax on Foreign Corporations. — The right
of a State to impose an annual license tax on foreign corporations
transacting business within its borders is unequivocally estab-
lished by the decision of the Supreme Court of the United States
i Paul v. Virginia, » Wall. 168; P. C. B Horn Silver Mining Co. v. X. Y., 143
S. M. & X. Co. v. Pennsylvania, 125 0. S. 0. S. 305; Pierce v. People, 106 111. 11 ;
181; Liverpool Ins. Co, o. Massachusetts, State v. Phipps, 50 Kan. 609 ; 81 Pac 1097.
10 Wall. 576; Pembina Min. Co. v. Penn- ' State v. Reinmund, 15 0. St. 214;
sylvania, 125 I'. 8 L84 13 N. E 30; Miles <• W Lward, 115 Cal.
2 Huffman v. Company, 13 Tex. Civ. 308; 46 Pac. 1076; State v. Company, 89
Ap. 169 ; 86 S. W. 306 ; E. & 8. A. M & 1 Minn 538; 11 N - v7 10a
Co. o. Hardy, 93 Texa S vV Doyle v. < ompany, 94 r. S. 585;
169 ; Utley v. Company, 4 Col. 369 ; Green Hartford Fire Ins. Co. v. Raymond, to
v Association, 105 Iowa, 628; 15 N W. Mich 185 ; 38 N. W. 474.
935; Hamme- v Company, 180 U. S. ■ See Part III. Table 18, page 588.
2'J1.
L99
§ L32 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [PARTI.
in Born Silver Mining; Co. v. State of New York. 1 Upon the sub-
ject just referred to, that court spoke us follows:
" The right and privilege, or the franchise, as it may be termed,
of being a corporation, is of great value to its members, and is con-
sidered as property, separate and distinct from the property which
orporation itself may acquire. According to the law of most
3 this franchise or privilege of being a corporation is deemed
personal property and is subject to separate taxation. The right of
the States to thus tax it has been recognized by this court and the
State courts in instances without number. It was said, in Delaware
Railroad Tax, 2 that 'the State may impose taxes upon the corporation
as an entity existing under its laws, as well as upon the capital stock
of the corporation or its separate corporate property. And the
manner in which its value shall be assessed, and the rate of taxation,
however arbitrary or capricious, are mere matters of legislative dis-
cretion,' except, we may add, as that discretion is controlled by the
Organic Law of the State. And, as we there said also, 'it is
not for us to suggest in any case that a more equitable mode of
assessment or rate of taxation might be adopted than the one pre-
scribed by the Legislature of the State ; our only concern is with
the validity of the tax; all else lies beyond the domain of our
jurisdiction.'
" The granting of the rights and privileges which constitute the
franchises of a corporation being a matter resting entirely within the
control of the legislature, to be exercised in its good pleasure, it may
be accompanied with any such conditions as the legislature may
deem most suitable to the public interests and policy. It may impose
as a condition of the grant, as well as, also, of its continued exercise,
the payment of a specific sum to the State each year, or a portion of
the profits or gross receipts of the corporation, and may prescribe
such mode in which the sum shall be ascertained as may be deemed
convenient and just. There is no constitutional inhibition against
the legislature adopting any mode to arrive at the sum which it will
exact as a condition of the creation of the corporation or of its con-
tinued existence. There can be, therefore, no possible objection to
the validity of the tax prescribed by the statute of New York, as far
as it relates to its own corporations. Nor can there be any greater
objection to a similar tax upon a foreign corporation doing business
by its permission within the State. As to a foreign corporation —
and all corporations in States other than the State of its creation are
1 143 U. S. 305. 2 85 U. S. (18 Wall.) 206.
200
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. §132
deemed to be foreign corporations — it can claim a right to do business
in another State to any extent, only subject to the conditions imposed
by the laws.
" This doctrine has been so frequently declared by this court that it
must be deemed no longer a matter of discussion, if any question can
ever be considered at rest.
" Only two exceptions or qualifications have been attached to it in
all the numerous adjudications in which the subject has been con-
sidered, since the judgment of this court was announced more than
half a century ago in Bank of Agusta v. Earle. 1 One of these
qualifications is that the State cannot exclude from its limits a
corporation engaged in interstate or foreign commerce, established
by the decision in Pensacola Teleg. Co. v. Western U. Teleg. Co. 2
The other limitation upon the power of the State is, where the
corporation is in the employ of the general government, an obvious
exception, first stated we think by the late Mr. Justice Bradley in
Stockton v. Baltimore & N. Y. R. Co. 3 As that learned justice said,
1 If Congress should employ a corporation of ship-builders to con-
struct a man of war, they should have the right to purchase the
necessary timber and iron in any State in the Union.' • And this
court, in citing this passage, added, 'without the permission and
against the prohibition of the State.' 4
•• Hiving the absolute power of excluding the foreign corporation,
the State may, of course, impose such conditions upon permitting the
corporation to do business within its limits as it may judge expedi-
ent ; and it may make the grant or privilege dependent upon the
payment of a specific license tax, or a sum proportioned to the amount
of its capital. No individual member of the corporation or the cor-
poration itself can call in question the validity of any exaction which
the State may require for the grant of its privileges. It does not
lie in any foreign corporation to complain that it is subjected to the
same law with the domestic corporation. The counsel for the ap-
pellant objects that the statute of New York is to be treated as a
tax law, and not as a license to the corporation for permission to do
business in tin; State. Conceding such to be the case, we do not
perceive how it in any respect affects the validity of the tax. How-
ever it may be regarded, it- is the condition upon which a foreign cor-
poration can Wo business in the State, and in .loin- such business
it puts itself under the law of the State, however that may bo
characterized."
i ia Peters (U. S.), 519. ' Pembina Con. 8. Min. & Mill. Co. v.
•j gg |- ^ | Pennsylvania, 125 l'.s i-i.
3 :)2 Fed. Rep. 9.
L'Ml
§ 1 33 [NCORPORATION AND ORGANIZATION OF CORPORATIONS. [PARTI.
From the foregoing opinion it is clear that it is unquestionably
within the power of the various Stale legislatures to impose an
annual license (ax upon foreign corporations transacting business
within their limit. However, but few of the States have chosen thus
far to exercise this power. Alabama, Colorado, Massachusetts.
New York, Ohio, Oregon, Texas, Vermont, Virginia, Washington,
and \Vist Virginia are the only States which impose an annual
License tax upon foreign corporations. In each of these States the
tax is a graduated one, the amount thereof depending either upon
the authorized capitalization of the corporation, or the amount of
the eapital stock represented by capital invested in the foreign
State where such annual license tax is imposed.
§ 133. To what Extent is the Taxing Power of the State with
Reference to Domestic and Foreign Corporations Engaged in Inter-
state Commerce Limited by the " Commerce Clause " of the Federal
Constitution ? — The question as to the extent of the legislative
power of the various State legislatures with reference to taxing
domestic and foreign corporations must always be arrived at by
giving due consideration to the limitations imposed upon this
power by the provisions of what is known as the " Interstate
Commerce Clause of the Federal Constitution." 1
Again, this question, in order to permit of intelligent consider-
ation, must be viewed from four standpoints, to wit : (1) What
effect, if any, has the Interstate Commerce Clause of the Fed-
eral Constitution upon the right of the several States to impose
organization taxes upon corporations engaged in interstate com-
merce ? (2) What effect, if any, has the Interstate Commerce
Clause of the Federal Constitution upon the right of the several
States to impose franchise taxes upon corporations engaged in
interstate commerce ? (3) What effect, if any, has the Interstate
Commerce Clause of the Federal Constitution upon the right of
the several States to impose license taxes upon corporations
engaged in interstate commerce ? (4) What effect, if any, has the
Interstate Commerce Clause of the Federal Constitution upon the
right of the several States to impose property taxes upon corpora-
fcions engaged in interstate commerce? Each of these will now
be taken up for separate consideration.
(1) What effect, if any, has the Interstate Commerce Clause
of the Federal Constitution upon the right of the several States
1 See Constitution of the United States, Art. I. sec. 8, clause 3.
202
CHAP. VI.J LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 133
to impose organization taxes upon corporations engaged in inter-
state commerce ? The State is said to possess inherent power to
tax its corporations. So the State has undoubted power to exact
a bonus for the granting of a franchise, payable in advance or in
futuro} A round sum or an annual charge, with or without ref-
erence to capital stock, may be asked by the legislature for such
a franchise. 2 In discussing the question of the right of a State to
impose a fee, a license or a tax upon corporations, the Supreme
Court of the United States in Ashley v. Ryan, 3 spoke as follows :
" At the time the articles were presented for filing, the statute
law of the State charged the parties with notice that the benefits
which it was sought to procure could not be obtained without pay-
ment of the tax for consolidation which the Secretary of State
exacted. As it was within the discretion of the State to withhold or
grant the privilege of exercising corporate existence, it was as a neces-
sary resultant also within its power to impose whatever conditions
it might deem fit as prerequisite to corporate life. The act of filing,
constituting, as it did, a claim of a right to the franchise granted by
the State law, carried with it a voluntary assumption of any bur-
den with which the privilege was accompanied, and without which
the right of corporate existence could not have been procured.
Having thus accepted the act of grace of the State and taken the
advantages which sprang from it, the corporation cannot be per-
mitted to hold on to the privilege or right granted and at the same
time repudiate the condition by the performance of which it could
alone obtain the privilege which it sought. That the right to be a
State corporation depends solely upon the grace of the State and is
not a right inherent in the parties, is settled.
" ... It follows from these principles that a State in granting a
corporal'- privilege to its own citizens, or, what is equivalent thereto,
in permitting a foreign corporation to become one of the constituent
elements of a consolidated corporation organized under its laws, may
impose Buch conditions as it. deems proper, and that the acceptance
of the franchise in either case implies a submission to the conditions
without which the franchise could not have been obtained."
The right of the Stale to impose such taxes upon the organiza-
tion of a corporation is in no wise affected by the [nterstate Com-
merce clause of the Federal Constitution; this, too, even when
1 B. & 0. R. R. Co. v. Marylan lonw.Appea] Tax Court, 3 How.
U. S. 156. (U. 8.) ii
I". S. 436
§ L33 INCORPORATION AND ORGANIZATION OP CORPORATIONS. [ PART I.
the corporation is formed for the express purpose of engaging in
interstate commerce. In the words of the United States Supreme
Court. " the right and privilege of being a corporation is of great
value (o its members, as it is considered as property separate and
distinct from the property which the corporation may acquire.
According to the law of most States this franchise, or privilege of
being a corporation, is deemed personal property and is subject to
separate taxation. The right of the State to thus tax it has been
recognized by this court and the State courts in instances without
number." 1
(2) What effect, if any, has the Interstate Commerce Clause
of the Federal Constitution upon the right of the several States
to impose franchise taxes upon corporations engaged in interstate
commerce? Again, attention is here called to the decisions of
the United States Supreme Court relative to the exercise of the
power in question. "The granting of the rights and privileges,"
observes that tribunal, " which constitute the franchises of a cor-
poration, being a matter resting entirely within the control of the
legislature, to be exercised in its good pleasure, it may be accom-
panied with any such conditions as the legislature may deem most
suitable to the public interests and policy. It may impose as a
condition of the grant as well as also of its continued exercise,
the payment of a specific sum to the State each year, or a portion
of the profits or gross receipts of the corporation, and may pre-
scribe such mode in which the sum shall be ascertained as may
be deemed convenient and just. There is no constitutional inhi-
bition against the legislature adopting any mode to arrive at the
sum which it will exact as a condition of the creation of the
corporation or of its continued existence. There can be, there-
fore, no possible objection to the validity of the tax prescribed
by the statutes of any State so far as it relates to its own corpora-
tions, nor can there be any greater objection to a similar tax
upon a foreign corporation doing business by its permission
within the State. As to a foreign corporation, it can claim a
right to do business in another State to any extent only subject to
the conditions imposed by its statutes. Only two exceptions or
qualifications have been attached to the foregoing, to wit: One is
that the State cannot exclude from its limits a corporation en-
i Born Silver Mining Co. v. New York, York, 134 U. S. 594; Delaware R. R.
143 I' S. 305; Home Ins. Co. v. New Tax, 85 U.S. 206.
204
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 133
gaged in interstate or foreign commerce. The other limitation is
that where the corporation is in the employ of the government.
Having the absolute power to exclude the foreign corporation, the
State may of course impose such conditions upon permitting the
corporation to do business within its limits as it may judge expe-
dient ; and it may make the grant or privilege dependent upon
the payment of a specific license tax or a sum proportioned to the
amount of its capital. No individual member of the corporation
or the corporation itself can call in question the validity of any
exaction which the State may require for the grant of its priv-
ileges. It does not lie in any foreign corporation to complain that
it is subjected to the same law with the domestic corporation." *
In a certain sense the imposition of an organization tax is as
much the levying of a franchise tax as the imposition by a State
of annual taxes upon corporations in return for the right to exer-
cise their corporate powers within the jurisdiction of the State.
The one has been defined to be a "franchise to be," and the other
as a " franchise to do." 2
(3) "What effect, if any, has the Interstate Commerce Clause
of the Federal Constitution upon the right of the several States
to impose license taxes upon corporations engaged in interstate
commerce? Strictly speaking, the imposition of a franchise tax
has reference only to domestic corporations, while license taxes,
when applied to corporations, have reference not only to domestic
corporations, but to foreign corporations as well. Foreign cor-
porations, as such, can be taxed by foreign States only upon
corporate property situated within such foreign State, or upon the
business done there. They cannot be taxed in a foreign State on
account of their corporate franchises, as that was not given by
the laws of the foreign State but was dependent upon the laws of
the State of its creation and had an existence separate therefrom.
A corporation may, through its agents, extend its operations into
other Suites, and thus, metaphorically speaking, go there; but it
never really travels, and its franchises exist only at the place of
its domicile and residence. 3
1 Horn Silver Mining Co. v. New York, Tax Cases, 92 U. S. 60.1 ; California v.
148 U. s. 805. Company, 127 U. 8. l ; Society for Savings
* Adams Express Co. v. Ohio, 166 v. Coite, 6 V7all. 606; Main.' v. Ry. Co.,
r. 8. 224 Homi L nran el ' 227.
York, 134 U. S. ooo; Reading R, R v. ; People t*. Equitable Truat Co., 96 N.Y.
Pennsylvania, 1 5 Wall. 296; State R. R. 887 j Plimpton 0. BigeloW, 98 N. Y. 592.
l'O
■ >
§ L33 [NCORPORA.TION AND ORGANIZATION OF CORPORATIONS. [PART I.
On the other hand, there is clear distinction between a license
tax and a property tax. The former involves a charge for
permission or authority to transact certain business, while the
latter, when applied to corporations, is a contribution imposed
upon and measured by the property of the corporation. 1
The right to impose a license tax upon corporations is subject
to the following limitation : If the tax is essentially a regulation
of interstate commerce and its imposition does not constitute
a proper exercise of the police power of the State, then it comes
within the inhibition of the Interstate Commerce Clause of the
Federal Constitution. 2
Again, in Pembina Consolidated Silver Mining & Milling Co.
v. Pennsylvania, 3 the United States Supreme Court spoke as
follows :
" The exaction of a license fee to enable the corporation to have an
office for the transaction of its business within a foreign State is
clearly within the competency of the legislature of that State. The
recognition of the foreign corporation's existence in a foreign State,
even to the extent of allowing it to have an office within its limits
for the use of its officers, agents, and employees, was a matter de-
pendent upon the will of the State. It could make the grant of the
privilege conditional upon payment of a license tax and fix the same
according to the amount of the authorized capital of the corporation.
The absolute power of exclusion includes the right of a conditional
and restricted exercise of its corporate powers within the State.
The equal protection of the laws which these bodies may claim is only
such as is accorded to similar associations within the jurisdiction of
the State. - The plaintiff in error is not a corporation within the
jurisdiction of Pennsylvania. The office it hires is within such juris-
diction, and on condition that it pays the required license tax it can
claim the same protection in the use of the office that any other cor-
poration having a similar office may claim. It would then have the
equal protection of the law so far as it had anything within the
jurisdiction of the State, and the constitutional amendment requires
nothing more. The State is not prohibited from discriminating in
the privileges it may grant to foreign corporations as a condition of
their doing business or hiring offices within its limits, provided
always such discrimination does not interfere with any transaction
1 Cooley on Taxation, 2nd ed. pp. 383, 2 People ex rel. Pennsylvania H. R. v.
576 ; Welton v. Missouri, 91 U. S. 275 ; Wemple, 138 N. Y. 1.
Emert v. Missouri, 156 U. S. 296. 8 125 U. S. 181.
206
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 133
by such corporations of interstate or foreign commerce. It is not
every corporation lawful in the State of its creation that other States
may be willing to admit within their jurisdiction or consent that it
have offices in them; such, for example, as a corporation for lotteries.
And even where the business of a foreign corporation is not unlawful
in other States the latter may wish to limit the number of such cor-
porations or to subject their business to such control as would be in
accordance with the policy governing domestic corporations of a
similar character. The States may therefore require for the admis-
sion within their limits of the corporations of other States, or of any
number of them, such conditions as they may choose, without acting
in conflict with the concluding provision of the first section of the
Fourteenth Amendment.
'•The only limitation upon this power of the State to exclude a
foreign corporation from doing business within its limits, or hiring
offices for that purpose, or to exact conditions for allowing the cor-
poration to do business or hire offices there, arises where the cor-
poration is in the employ of the Federal Government, or where its
business is strictly commerce, interstate or foreign. The control of
such commerce, being in the Federal Government, is not to be
restricted by State authority."
In Waters Pierce Oil Co. v. Texas 1 it, was said that :
" Having no absolute right of recognition in other States, but de-
pending for such recognition and enforcement of its contracts upon
their assent, it follows, as a matter of course, that such assent may
be granted upon such terms and conditions as those States may
think proper to impose. They may exclude the foreign corporation
entirely; they may restrict its business to particular localities, or
they may exact such security for the performance of its contracts
with their citizens as in their judgment will best promote the public
interest. The whole matter rests in their discretion."
In Hooper v. California, 2 conditions imposed upon a foreign
corporation were considered, and a statute was sustained, making
it ;i misdemeanor for a person in California ('» procure insurance
for ;i resident in that State from : 1 1 1 insurance com pan j no! incor-
porated under its laws, and which had nut filed a bond required
by the law of the State. All preceding cases were cited, and it
was assumed as settled "that the ri'_ r ht of a foreign corporation to
engage in business within a State other than that of its creation,
i 177 U. 8. 28. 2 155 U. S. 648; 39 L. Ed -".i7.
207
§ L33 INCORPORATION AND ORGANIZATION OF CORPORATIONS. [PART I.
depends solely upon the will of such other State." And the ex-
ception to the rule was stated to be u only cases where a corpora-
tion created by one State rests its right to enter another and
to engage in business therein upon the federal nature of its
business."
A State may tax the franchise of a domestic corporation or
impose a license tax upon a foreign corporation, but can only
subject a corporation engaged in interstate commerce or in the
employ of the general government to such property taxation as
only incidentally affects its occupation, as all business, whether of
individuals or corporations, is affected by common governmental
burdens. 1
The power to license is a police power, although it may be exer-
cised for the purpose of raising revenue. 2 But the State in the
exercise of the police power cannot impede interstate commerce
by discriminating taxes. 3
The question next arises as to what constitutes a proper exer-
cise of the police power on the part of a State. A State may law-
fully in the exercise of this power provide for security of lives,
limbs, health, and comfort of persons and protection of property,
or in regulation of highways, canals, railways, and other commer-
cial facilities, passage of laws to regulate sale of articles deemed
injurious to health or morals of community ; imposition of taxes
on persons residing within the State and upon occupations pursued
therein, not directly connected with foreign or interstate com-
merce or with some other business exercised under authority of
the United States and imposition of taxes upon all property
within the State mingled with and forming part of the great mass
of property therein. 4
(4) What effect, if any, has the interstate commerce clause of
the Federal Constitution upon the right of the several States to
impose property taxes upon corporations engaged in interstate
commerce ?
1 Postal Telegraph Co. v. Adams, 155 576 ; Philadelphia, etc. Ass'n v. New York,
U. S. 696. 119 U. S. 119; Horn Silver Mining Co. v.
- Wiggins Co. v. East St. Louis, 107 New York, 143 U. S. 305 ; Postal, etc.
U. S. 374. Cable Co. v. Charleston, 153 U. S. 693;
8 Austin v. Tennessee, 179 U. S. 344; Martin v. R. R., 151 U. S. 677; Hooper v.
License Cases, 5 How. (U. S.) 592. California, 155 U. S. 652; Bonman j;.
* Robbins v. Shelby Co. Tax Dis- Railway, 125 U. S. 491; Smith v. Alabama,
trict, 120 U. S. 493. See also Liverpool 124 U. S. 474.
Ins. Co. v. Massachusetts, 10 Wall. (U. S.)
CHAP. VI.] LEGISLATIVE CONTROL OVER FOREIGN CORPORATIONS. § 133
A State may tax corporations for their privileges within the
State in lieu of all other taxes, provided the amount is made
dependent on the value of its property within the State and pay-
ment is not a condition precedent to the right to carry on its
business. The tax then becomes a mere property tax and not an
interference with interstate commerce. 1
The existence of federal supervision over interstate commerce
is not inconsistent with the power of the State to control its
internal commerce and to tax franchises, property, or business of
domestic corporations engaged in such commerce, nor with power
to tax foreign corporations on property within the State. 2 In this
connection it has been well said that
"commerce between the States consists of intercourse and traffic
between their citizens and includes the transportation of persons and
property, and the navigation of public waters for that purpose as
well as the purchase, sale, and exchange of commodities. It makes
no difference whether such commerce is carried on by individuals or
by corporations. It is true that the property of corporations engaged
in foreign or interstate commerce, as well as the property of cor-
porations engaged in other business, is subject to State taxation,
provided always it is within the jurisdiction of the State. Where
there is jurisdiction on the part of the State neither as to persons
nor property, the imposition of a tax is unconstitutional and void.
If the legislature of a State enacted that the citizens of another
State or country should be taxed in the same manner as the persons
within its own limits, and subject to its authority or in any other
manner whatsoever, such a law would be as much a nullity as if in
conflict with the most explicit constitutional inhibition. Jurisdiction
is as necessary to valid legislative as to valid judicial action. It has
been repeatedly decided, and is settled law, that a tax upon the capital
stock, of a corporation is a tax upon its property and assets ; that it
is undoubtedly competent for the legislature to lay a franchise or
license t a x upon foreign corporations for the privilege of doing busi-
ness within the State, but thai luch a tax is in no sense a license tax.
It is a fundamental principle thai in order to tax tie' corporation it
must have a domicile within the State ; that when it is sought to tax
pital stock of a corporation, the law imposing such a tax must be
construed to mean so much of the capital stock as is measured by the
property actually broughl -.'.1111111 the State by tic- corporation in the
transaction of its busine . To the mm-, must be- con led power
1 Postal TeL Co. v. Adams, 155 U. S. Bri< R R • Pennsylvania, 158
696. ' B- t;:
14 209
§ 133 [NCOBPOBATION AND ORGANIZATION OF CORPORATIONS. [PART I.
to exclude foreign corporations altogether from its borders or to
impose a license tax so heavy as to amount to the same thing. They
must be denied the power to tax either persons or property not
within their jurisdiction." *
i Gloucester Ferry Co. v. Pennsylvania, 136 U. S. 120; Ashley v. Ryan, 153
114 l'. S. 196. See also Philadelphia, etc. U. S. 446; Erie It. R. v. Pennsylvania
Steamship Co. v. Pennsylvania, 122 U. S. 158 U.S. 437 ; New York State v. Roberts,
345 ; Norfolk, etc. R. 11. v. Pennsylvania, 171 U. S. 665.
210
PART II.
SYNOPSIS-DIGEST OF THE INCORPORATION
ACTS OF THE SEVERAL STATES AND TER-
RITORIES OF THE UNITED STATES.
ALABAMA.
(The references are to the Session Laws of 1903, chap. 395, where not otherwise stated.)
1 Statute under which Business Corporations may incorporate.—
Business corporations are organized under the Act of October 2, 1903,
found in the Alabama Session Laws of 1903, chap. 395. Under it corpora-
tions may be organized " for any lawful business or businesses of any kind or
Dature whatsoever."
2. Incorporators. — Three or more. There are no residential require-
ments (Session Laws of 1903, chap. 39.1, sec. 1).
:;. Contents of the Certificate of Incorporation. —The certificate must
contain:
a \ ame _ Similarity of names is forbidden. If the name of a person or
partmr.hip be assumed, it must be followed by the addition of some word
designating the nature of at least one of the businesses to be earned on,
followed by the word " Company " or " Corporation."
h Purposes. —The objects for which the corporation is to be formed.
Corporations maybe formed under the General Act for any purpose what-
ever and for as many purposes as desired. The only limitation is that
banking and trust company powers cannot be exercised by corporations
formed for any other purp
c Domiciliary Office. — Location of principal office in the State.
,l Capital Stock. - Theamounl of total authorized capital stock not to be
less than $° 000 rhere i no maximum limit. The number of shares into
which it is divided, also amount of capital stoch with which it will commence
business, not to be less than twenty-five per cent of the authorized capital ...
than $1,000. If there 1- more than one class of stock, the
u ,, , mn - contain a description of the differed oi stock, with
on which each - i "' 1
, Subscription igent The nan,, and post-office address of the officer
or agent designated by the incorporators to n Lve subscriptions to the
capital slock. , , c ,,
f. Incorporator,, Directors, and Officers. Names and addresses of the in-
corporators, together with the number of shares rabsenbed for by each, tins
representing the amount of capital stock with which the corporation will
1 211
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
begin business. In addition, the incorporators' names, and names and
addresses of the directors and officers for the first year must be given.
(See ante, Bee. 2, and post, sec. 12.)
</. Corporate Existence. — Duration of corporate existence, which may be
perpetual if desired.
h. Corporate Rules and Regulations. — Provisions desired for the regulation
of the business and for the conduct of the affairs of the corporation, creating
and defining the powers of the corporation, the directors and stockholders or
any class or classes of stockholders (Id. sec. 2).
Note. — Additional statements are required for railway transportation, canal,
telegraph, telephone, and public utility corporations (Id. sec. 2, sub. h, i).
4. Statutory Powers. — The statute gives to corporations organizing
uuder the general act the following powers, which being such as existed at
common law without any statutory enumeration thereof may be termed
"common law powers." They are as follows: (1) The power of succession ;
(2) to sue and be sued ; (3) to make, use, and alter the corporate seal ; (4) to
adopt by-laws ; (5) to purchase and hold real property for the purposes of the
organization ; (6) to receive and grant by the corporate name ; (7) to appoint
officers and agents ; (8) to borrow money ; (9) to issue negotiable paper ; (10)
to mortgage the corporate property (Id. sec. 72).
Falconer v. Campbell, 2 McLean, 195.
In addition to the foregoing statutory enumeration of the common law
powers of corporations, the following additional powers are conferred : To
hold stockholders' and directors' meetings without the State, provided certain
preliminary formalities are observed; to carry on corporate business in other
States and foreign countries ; to subscribe for, purchase, and hold stock and
bonds of other corporations (Id. sec. 7) ; under certain conditions to operate
railroads (Id. sec. 14); to issue bonds and mortgages or create indebtedness
without limit with the consent of a majority of the stockholders first obtained
(Id. sec. 7) ; to accept real and personal property in payment of capital
stock ; to create liens upon the stock of members for debts due the corpora-
tion (Id. sec. 7, sub. c). Corporations other than railway, telegraph and
telephone, banking, insurance, and trust companies may consolidate with
other corporations (Id. sec. 7, sub. j and k, sees. 39-42; see also Laws of 1903,
chap. 117). Certain corporations doing a business of a quasi-public nature
but organized under the General Act, may exercise the power of eminent do-
main (Id. sees. 8 and 9).
Railway, mining, manufacturing, and quarrying corporations may construct,
acquire, and operate steamboats, barges, ships for transportation of freight
and passengers (Id. sec. 10). They may also subscribe for or aid any
other corporation in the construction of a railroad, etc. (sec. 12).
Mining, manufacturing, and quarrying corporations may construct and
operate to and from their plants, railways, tramways, canals, tunnels, and
roads, and as common carriers, transport freight and passengers thereon
(Id. sec. 14).
Only corporations formed for the transaction of a banking or trust com-
pany business can engage in banking within the State (Id. sec. 22).
Corporations also have power to issue preferred stock ; to authorize voting
by proxy at stockholders' meeting; to forfeit stock for non-payment of assess-
ments (Id. sees. 2, 37 ; see also Session Laws of 1903, chap. 08; also Id. chap.
111).
212
SYNOPSIS -DIGEST OF INCORPORATION ACTS.
5. Corporate Indebtedness. — There is no statutory limit upon he
amount of indebtedness that may be contracted by a business corporation.
To create a bonded indebtedness or increase the same or to mortgage the real
property of the corporation, the vote of the larger amount of stock present
and voting at a meeting duly called for that purpose must be had (Id. sec.
7, sub. c; sec. 46).
I'nder the Constitution (Art. XIV. sec. 6) corporations cannot issue bonds
except for money, labor done, or money or property actually received, and
all fictitious increase of indebtedness shall be void.
Nelson v. Hubbard, 96 Ala. 238, 11 Son. 428; Dexter v. McClellan, 116 Ala. 37,
22 Sou. 461.
0. Procuring the Charter. — The certificate must be signed by all the
subscribers to the capital stock named therein. The statute does not ex-
pressly require that the certificate be acknowledged by the subscribers. The
certificate must then be filed and recorded in the office of the probate judge
of the county where the corporation will have its principal place of business.
After it has been recorded the probate judge endorses thereon a certificate
of registration. Within ten days after the filing of the certificate in the
office of the probate judge, the corporation must cause to be filed in the office
of the Secretary of State a statement signed by said probate judge, giving
the name of the corporation, the names of its incorporators, the date of the
incorporation, the amount of the capital stock, and the name of the county
in which located. The certificate must have attached to it a statement under
oath by the person authorized by the incorporators to receive subscriptions
to the capital stock, which shall show the amount of capital stock which
has been paid in and the amount of stock secured by contracts for stipulated
labor or services or transfer of property, which amount shall be at least
twenty per cent of the stock subscribed for, and in no case less than
91,000. At the time the certificate is filed with the judge of probate the
incorporators must pay the organization tax to the judge of probate (Id.
sees. 3, 4, 5, and 6). A copy of the subscription list must be also attached to
the certificate.
Corporate existence commences as soon as the articles are filed and recorded
in the office of the probate judge of the county where the domiciliary office
is located and the organization tax and filing fees paid.
O. W. Co. v. Bliss, 132 Ala. 253 ; 31 Sou. 81 ; M. & 0. Ry. Co. v. P. T. C. Co., 120
Ala 21 ; 24 Sou. 408; N. C. Bank v. McDonnell, 92 Ala. 387; 9 Sou. 149; Harris r.
<>. (> ' !a. 652; 29 Sou. 611.
7. Organization Tax. — On capitalization not exceeding $50,000, $25;
not exceeding $100,000, $50; any amount in excess of $100,000, $50 on the
first "ii". hundred thousand, and $25 on each additional one hundred thou-
sand dollars or fractional part thereof (Id. sec. 5).
8. Filing and Recording Fees — For examining the certificate the
probate judge is entitled to a fee of $2.50, and for recording the certificate
in his office, 15 cents per folio The Secretary of State i entitled to a fee
of 50 cents for filing in his office thi tatemenl of tin- probate judge required
by law giving the Dame of the corporation, names of incorporators, date of
i [corporation, amount of capital stock, and the name of the county in which
incorporated.
213
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
9. Commencing Business. — Twenty-five per cent of the authorized
capital stock of a corporation must be subscribed in good faith, payable in
money before the commencement of corporate existence, but subscribers may
have the privilege of discharging the same in service, labor, or property at the
reasonable value for such services, labor, or property. Twenty per cent of
all subscriptions for stock must be actually paid in, and said amount must
never be less in the aggregate than $1,000 (Id. sees. 2 and 4; see also Laws
of 1903, chap. 110). Business must be commenced within five years from
the date that the charter issues (Id. sec. 37).
10. Organization Meetings — A preliminary organization is effected by
the incorporators meeting within the State (by proxy, if desired) and authorizing
some person to receive subscriptions to the capital stock of the proposed cor-
poration. After the charter is secured from the State by the compliance with
the necessary formalities prescribed by statute (as stated above), the incorpora-
tors, who, under the statute, must likewise be subscribers to the capital stock,
should sign a written consent to the holding of an organization meeting, fixing
the time and place for holding the same. The incorporators should then
organize by adopting by-laws and by the transaction of other routine organiza-
tion business. There is no statutory time prescribed within which this
organization meeting must be held, the law simply providing that non-user of
corporate franchise for a period of five consecutive years is a forfeiture of such
franchises. Immediately after the adjournment of the organization meeting
of the incorporators and stockholders, a meeting of the board of directors
should be called for the purpose of electing a president, secretary, and treas-
urer, and such other officers as the by-laws may prescribe.
11. Meetings, Stockholders' and Directors'. — In the absence of the
written consent of all resident stockholders, stockholders' meetings must be
held within the State, but such meetings may be held without the State upon
the written consent of such resident stockholders. All corporations holding
their stockholders' meetings without the State must give the name and resi-
dence within the State of the agent in charge of their principal office within
the State, to be signed by the president or secretary of the corporation under
the corporate seal. The certificate should then be filed in the office of the
Secretary of State and in the office of the probate judge of the county in
which it has its principal office. A copy of all proceedings had at stockholders,
and directors' meetings held without the State must be deposited with such
agent. Written consent of the stockholders residing within the State, for
stockholders' meetings to be held without the State when filed in the office of
the Secretary of State, shall remain in force until revoked. Directors' meet-
ings may be held within or without the State as the by-laws may provide (Id.
sec. 7).
Brockway v. G. M. L. Co., 102 Ala. 620 ; 15 Sou. 431.
12. Directors' Qualifications. — There must be at least three directors,
who shall be stockholders and hold office for one year or until their suc-
cessors are elected. There are no residential requirements (Id. sec. 36).
Smith v. P. R. Co., 30 Ala. 650 ; Fitzpatrick v. T>. P. Co., 83 Ala. 604 ; 2 Sou. 727.
13. Stockholders' Liabilities. — Stockholders are liable for the debts
of the corporation only for the unpaid stock owned by them. The corpora-
tion may, by the adoption of a proper by-law, place a lien upon the shares
214
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
of its stockholders for any debt or liability they may incur to the company
(Id. sec. 27).
Lea t-. Company, 119 Ala. 271 ; 24 Son. 28 ; Nicrosi v. Company, 115 Ala. 429;
22 Sou. 147.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate signed by the president and secretary or treasurer. The par
value may be any amount (Id. sec. 28).
15. Preferred Stock. — Preferred stock is expressly authorized under
the new act (sec. 43). If provided for in the original certificate of incor-
poration, the terms on which it is issued must be therein stated. If subse-
quent to incorporation it is desired to issue preferred stock, this may be done
by the vote of the holders of two-thirds in value of the capital stock outstand-
ing at a meeting called for that purpose. The proceedings of this meeting
must be certified to the Secretary of State and filed and recorded in his office.
After this has been done, preferred stock, not to exceed two-thirds of the cap-
ital stock paid in in cash or property, may be issued. Each stockholder shall
be first entitled to the privilege of taking such preferred stock in proportion
to the amount of common stock held by him, or a less amount should he
desire, before the preferred stock is offered for sale to the public (Id. sec. 43).
1G. Payment of Capital Stock. — Under the Constitution corporations
can only issue stock for money, labor done, or money or property actually re-
ceived. All fictitious increase of stock is void (Cons., Art. XIV. sec. 6).
All subscriptions to capital stock must be paid in cash, except that, if so
provided in the contract of subscription, such subscriptions may be discharged
by the rendition of stipulated necessary services, or the performance of stipu-
lated necessary labor, or the transfer of property at the reasonable value
thereof. In such cases the subscription list shall state the names of such
subscribers, with the nature of the services or labor to be performed and
a brief description of the property and when it is to be transferred to the
company (Id. sec. 26).
Bibb v. Hall. 101 Ala. 79; 14 Sou. 98; Haas v. Hall, 111 Ala. 442; 20 Sou. 78;
Paachall v. Whitsett, 11 Ala. 472 ; Spence v. Shapard, 57 Ala. 598 ; Knox v. C L. Co.,
6 Ala. 180 ; 5 Sou 578; Fitzpatrick v. P. Co., 83 Ala. 604; 2 Sou. 727 ; Williams v.
p:vans, 87 Ala. 725; 6 Sou 702; Parsons v. Joseph, 92 Ala. 403; 8 Sou. 788;
Beitman v. Steiner, 98 Ala. 241 ; 13 Sou. 87 ; Perry v. Mill Co., 93 Ala. 364; 9 Sou.
217.
17. Booka. — It is contemplated by the statute that the books, records,
and papers of the corporation shall be kept at the principal oflice within the
State unless the by-laws otherwise provide. The statute gives to all stock
holders the righl of access to, and in pection and examination of, such books
and records and papers at reasonable and proper times (Id. sec. 35). It is
specially provide l that a stock register Bhall be kepi with an agenl in the State,
showing list of stockholders, transfers, and hypothecations (Id. sec. 32).
18 Office and Agent. — Every corporation must have an office within
the Stat,-, and an agent in charge thereof upon whom process may be served
(Id. sec. 2).
19. Reports. — No annual reports are required.
20. Anti-Trust Statute — The State has an anti-trust statute, modelled
closely after the New York Vt.
Beitman v. Steiner, 98 Ala. 241 ; 13 Sou. 87.
2 1 5
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
21. Statutory Ground for Forfeiture of Charter. — Non-user for a
period of five consecutive years is ground for forfeiture of the charter upon
proper action taken by the State (Id. sec. 37). Also non-payment of license tax.
State r. Rank. 2 Stew. 30; Curry v. Woodward, 53 Ala. 371 ; M. & O. R. R. Co.
i . State, 29 Ala. 573 ; I. & E. Co. v. Locke, 50 Ala. 332 ; State v. R. R. Co., 108 Ala.
29; 18 Sou. 801.
22. Amendments. — If through accident or inadvertence the corporation
has failed to comply with any of the requirements of the act, the president
or other executive head of the corporation may supply such omission or de-
lect by tiling, in the office of the judge of probate of the county in which the
corporation was organized, a statement in writing under oath, setting forth
the omission or error, and supplying or correcting the same (Td. sec. 45).
The articles may be also amended for any purpose desired by complying with
the statute (Id. sec. 7, sub. m, and n ; sees. 44, 46, 47, see also Laws of 1903,
chap. 106).
G. L. C. H. Ins. Co. v. Kamper, 73 Ala. 325. ..
23. Renewal of Corporate Existence. — May be renewed for an addi-
tional period of twenty years by compliance with the statute in such case
made and provided (Laws of 1903, chap. 105; see also Id. chap. 395,
sec. 7, sub. n, sec. 47).
J4. Annual Privilege Tax. — When paid up capital is under $10,000,
$10; when it exceeds $10,000 and does not exceed $25,000, $15; when it ex-
ceeds $25,000 and does not exceed $50,000, $25; when it exceeds $50,000
and is not over $100,000, $50 ; when it exceeds $100,000 and does not exceed
$200,000, $75; when it exceeds $200,000 and does not exceed $300,000, $125;
when it exceeds $300,000 and does not exceed $400,000, $170 ; when it exceeds
$100,000 and does not exceed $500,000, $200; when it exceeds $500,000 and
does not exceed $1,000,000, $300; when it exceeds $1,000,000, $500 (Code,
§ 4122, as amended by Laws of 1901, Act No. 1151). Tax becomes due
October 1st.
25. Dissolution. — Dissolution may be effected by an agreement of all
stockholders signed and acknowledged, filed and recorded with the probate
judge of the county of organization, and published in a newspaper of county
of principal place of business four weeks ; or (if such agreement cannot be
had) holders of two-thirds in value of stock may petition Court of Chancery
or other court of competent jurisdiction for dissolution.
State v. Webb, 97 Ala. Ill ; 12 Sou. 377 ; McKleroy v. G. L. I. Co., 126 Ala. 184 ;
28 Sou. 600.
26. Foreign Corporations. — Under the Alabama Constitution of 1901,
Art. XII. sec. 232, no foreign corporation can do any business in the State with-
out having at least a known place of business, and an authorized agent or
agents therein, and without filing with the Secretary of State a certified copy
of its articles of incorporation. The Legislature is directed to provide for the
payment of franchise tax by such corporation to be based on the actual
amount of capital employed within the State. Under the Laws of 1903, No.
. every foreign corporation, except railway, telegraph, long-distance tele-
phone, express, sleeping-car, life and fire insurance companies, building and
loan associations authorized to do business under general law, must pay to the
probate judge of the county in which it has a resident agent a license tax of
216
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
one-tenth of one per cent for the use of the State and one-half of that sum for
the use of the county, to be computed upon the basis of the actual amount of
capital employed by it within the State. This tax is payable on the first day
of January of each year. Corporations not authorized to do business within
the State before obtaining permit to do so must pay to the State Treasurer
lor the use of the State a tax of one-tenth of one per cent upon the amount
of capital to be actually employed within the State before they are permitted
to file necessary papers upon which to base their application for the permit.
A statement is required to be filed by the executive head of such foreign cor-
poration with the officer whose duty it is to receive the payment of the tax,
giving certain necessary information relative to the corporate organization
with reference to the character and description of the property and value there-
of within the State. The penalty for non-compliance with the statute is ina-
bility to sue in the courts, and subjects the corporation to liability of fine. The
act expressly provides that it shall not apply to corporations organized under
the laws of the United States nor to corporations engaged in transacting the
business of interstate commerce.
Hall o. Engine Co., 91 Ala. 363 ; 8 Sou. 348 ; Morris v. Hall, 41 Ala. 510 ; Lucas
v. Bank, 2 Stew. 147 ; Craddock v. Mortgage Co., 88 Ala. 281 ; 7 Sou. 196 ; Cook v.
Brick Co., 98 Ala. 409 ; 12 Sou. 918; State v. Bank, 108 Ala. 3; 18 Sou. 533 ; George
v. N. E. M. Sec. Co., 109 Ala. 548; 20 Sou. 331 ; Electric L. Co. v. Bust, 117 Ala.
680 ; 23 Son. 751 ; Farrior v. N. E. M. S. Co., 88 Ala. 275 ; 7 Sou. 200 ; Collier v. Davis,
'.'4 Ala. 456 ; 10 Sou. 86; Christian v. A. F. L. & M. Co., 89 Ala. 198; 7 Sou. 427 ; City of
Greenville v. G. W. Co., 125 Ala. 625; 27 Son. 764; Sullivan v. Vernon, 121 Ala.
393 : 25 Sou. 600; Beard v. I'. & A. P. Co . 71 Ala. 60 ; Falls v. U. S. S. L. & B. Co.,
97 Ala 417 ; 13 Sou. 25 ; McLeod v. Am. E. L. M. Co., 100 Ala. 496; 14 Sou. 409;
Chattanooga, etc. Ass'n v. Denson el a!., 189 U. S. 408; D. M. & T. I. Co. v.
Nixon, '.»5 Ala. 318 ; 10 Sou. 311.
ALASKA.
(The references are to the Act of Congress [Public Act, 1.35] approved March 2, 1903,
unless otherwise stated.)
1. Statute under which Business Corporations may incorporate. —
Tin- Business Corporation Aci <>f Alaska is found in Acts of Congress No.
135, approved March 2, 1903. Under this act corporations may organize for
tlii- purpose of transacting the following lines of business in Alaska only, to
wit: railway, street railway, wagon road, canal, flume, telegraph, telephone,
mining, fi-hery, smelting, electric power, lighting, dock, wharfage, elevator,
warehouse, hotel, trade transportation, agricultural, lumbering, and manu-
facturing companies.
•_'. Incorporators. — Three or more adult persons, all of whom must be
honajidi residents of the di trict of Alaska (sec. 1).
'. Contents of the Articles of Incorporation. — Articles musl contain :
a. Corporate Name. — Similarity of names no1 forbidden (see. 2).
/>. Purposes. — Nature and i "i the business. May be incor-
ed for one or more of the purposes above enumerated ( hi.).
r. Domiciliary Office. Principal place for transacting business.
<■/. Duration. — Time of commencement and period of continuance not to
exceed fifty years (Id.).
217
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
e. Capital Stock. — Amount of capital stock and manner in which the
Bame is to be paid in, and the number and par value of the shares (Id. sec. 10).
/•* Indebtedness. — Highest amount of indebtedness or liability that may
bo inclined (Id.).
Vames of Incorporators. — Names and residences of the incorpora-
tors (Id.).
h. Directors. — Number and names of first board of directors, and also
Btatement as to what officers shall have charge of the management of the cor-
porate affairs and when they shall be elected and their terms of office (Id.).
4. Statutory Powers. — The statute merely enumerates the common law
powers of corporations. The power to remove officers and directors is ex-
pressly granted, as well as the right of stockholders to vote by proxy. Stock
may be forfeited for non-payment of assessments (sees. 4-6, 10).
5. Procuring the Charter. — Incorporators must subscribe and acknowl-
edge written articles of incorporation in triplicate. One of these must be
filed and recorded in the office of the secretary of the District of Alaska and
another in the office of the clerk of the district court of the recording division
where the principal place of business of the corporation is to be located ; the
third to be retained in the possession of the corporation. Corporate existence
commences as soon as the foregoing steps have been taken (sees. 2-4).
6. Corporate Indebtedness. — The corporate' indebtedness cannot ex-
ceed the capital stock (sec. 17).
7. Organization Tax. — There is no organization tax in the district of
Alaska.
8. Filing and Recording Fees. — The filing and recording fees in the
office of the secretary of the District of Alaska have not yet been fixed by
the Attorney-General of the United States. For recording articles in the
office of the clerk of the district court of the recording division where the
principal place of business of the corporation is to be located a fee of 15
cents per folio must be paid for such service. (See Public Act No. 150,
Title I. sec. 30, approved Jan. 6, 1900).
9. Commencing Business. — Business may be commenced as soon as the
articles are filed in the proper offices and the organization effected (sec. 4).
10. Organization Meeting. — The organization meeting must be held in
the District of Alaska. Corporations must organize within one month after
filing articles of incorporation by the adoption of by-laws (sees. 9-16).
11. Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the District of Alaska. The requirement that a ma-
jority of the directors must be residents of the district requires that all meet-
ings of the board of directors as such shall be there held (sec. 6).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be not less than three directors, who shall be stockholders and a majority
shall be residents of the District of Alaska. They are each required to sub-
scribe to an oath of office (sec. 6).
b. Liabilities. — Directors are liable for illegal payment of dividends or for the
unlawful withdrawal of any part of the capital stock of the corporation (sec. 13).
13. Stockholders 1 Liabilities. — Stockholders are liable oidy for the
amount that remains unpaid upon the par value of their stock (sec. 14).
14. Stock Certificates. — Each stockholder is entitled to a stock certifi-
cate signed by such officers as the by-laws may prescribe. The par value of
stock may be any amount.
213
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
15. Preferred Stock. — There is no provision for preferred stock.
16. Payment of Capital Stock. — Stock may be issued in consideration
of money, labor, or property, estimated at its true money value (sec. 14).
17. Books. — Books of account, stock books, and record books must be
kept at its principal office in Alaska. These are open to the inspection of
stockholders (sec. 1G).
18. Office and Agent. — The office and the principal managing officer or
superintendent must respectively be maintained and reside in the District of
Alaska (sees. 2, 10).
19. Reports. — The president, secretary, and treasurer must annually
make out and publish weekly for three weeks a statement showing, first,
number of shares of stock outstanding; second, amount paid in on each
share; third, actual paid up capital of the corporation; fourth, actual cash
value of the property and its location ; fifth, statement of debts and liability
and a description of the same ; sixth, salaries paid officers, manager, and
superintendent ; seventh, increase or decrease, if any, in the stock, the capital
and the liability of the corporation during the preceding year. On or before
September 1 of each year there must be filed, in the office of the clerk
of the district court of the recording division where the principal office
of the corporation is located, a list containing the names of the principal
officers, including the president, cashier, secretary, and managing agent
(sees. 20, 23).
20. Anti-Trust Statute. — There is no anti-trust statute specially appli-
cable to the district of Alaska. (See Anti-Trust Act, U. S. Statutes of 1890,
chap. 647.)
21. Statutory Grounds for Forfeiture of Charter. — The act does not
provide for forfeiture of charters.
■SJ Amendments. — Articles may be amended for the purpose of increas-
ing or diminishing the capital stock, or for the purpose of amending any
of the general provisions of the articles (sees. 17-19).
23. Extension of Corporate Existence. — There is no provision for
the extension of corporate existence.
24. Dissolution. — The corporation may be dissolved by the voluntary
action of the stockholders taken as provided for in the act (sec. 22).
25. Annual License Fee. — There is no annual license fee in the District
of Alaska.
26. Foreign Corporations. — Under Act of June 6, 1900, chap. 23 of
Title III. i:. S. Statutes at Large, 1900, pp. 321-528, a foreign corporation,
whether created tinder the laws of tin- United States or those of any State
or Territory of the United States, is required, before doing business within
the district of Alaska, to file with the secretary of the district and the
clerk of the district courl for the division within which the business is
to be carried on, an authenticated copy of its charter or articles of incorpora-
tion, and ;i statement verified by oath of the president and secretary of
the corporation and attested by a majority of the directors, showing: name
and location of principal place of bu inea without, and al o (if il bave one)
within the district; amount of capital stock : amount thereof paid in ill money,
and amount paid iii any other way. and manner thereof; amount of
and of what they consist, and actual cash value thereof; liabilities, and if
any of its indebtedness i .secured, how and upon what property. If must
also file with tlie fori | certificate under seal of the president,
vice-president, or other a I of the corporation, and the secretary,
-I'd
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
if there be one, certifying that such corporation has consented to be sued
in the courts of the district upon all causes of action arising against it in
the district, and that process may be served upon a designated agent residing
in the district; and must file therewith written consent of such agent. Such
corporation must also annually, within thirty days from July 1, report in sub-
stantially the same form required in the foregoing statement and containing
similar information.
ARIZONA.
(The references cited below are to the Revised Statutes, 1901, unless otherwise stated.)
1. Statute under which Business Corporations may incorporate. —
The General Corporation Act in force in Arizona went into effect September
1, 1901. It is found in the Revised Statutes of 1901, sees. 764-783 and
sees. 909-927, and amendments thereto. It is entitled " Title XIII." Chap.
2 thereof refers to business corporations, in 1903 an act was passed amend-
ing sees. 766-770 of the act above referred to. Under it parties may incor-
porate for any lawful purpose.
2. Incorporators (R. S., sec. 7G4). — Any number of persons may be
incorporators. There are no residential requirements.
3. Contents of Articles of Incorporation. — The articles of incorpora-
tion must contain the following:
a. Name awl Domiciliary Office (Id. sec. 7G6). — The articles of incorpora-
tion must state the principal place of business of the corporation within
the Territory. Similarity of names is not forbidden.
b. General Nature of the Business proposed to be transacted. — The Terri-
torial auditor allows as many purposes as may be desired to be inserted
iu the articles. Any kind of business may be authorized except insurance,
savings and loan and eleemosynary corporations.
B. B. Co. v. A. & C. Co., Ariz , 35 Pac. 983.
c. Cajtital Stock. — The amount of the capital stock authorized, and the
time when, and conditions upon which, it is to be paid in. Capital stock
under this section is without limit as to amount. The par value of the
shares may be any amount.
d. Corporate Existence. — The time of the commencement and termination
of the corporate existence of the corporation. This period is limited by
statute to twenty-five years (Id. sec. 771). Corporate existence may be
rem wed for another period of twenty-five years upon a vote of three-
fourths of the stockholders given at a meeting duly called for that purpose
(Id. sec. 771). '
e. officers and Directors. — The names of the officers or persons by whom
the affairs of the corporation are to be conducted, and the times at which
they are to be elected. Reference is made in the articles to a board of
directors of a designated number, who shall be elected annually by the
stockholders. As far as the statute is concerned, one would scarcely know
that corporations organized under the General Act were supposed to have a
board of directors.
/. Corporate Liability — The highest amount of indebtedness or liability to
which a corporation is at any time to subject itself. This liability must
not in any case exceed two-thirds of the capital stock (Id. sec. 767).
n. Annual Meeting. — This is inserted by inference from sec. 5 of the
220
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
Amendment of 1903, which requires a statement of the time at which the
officers in charge of the affairs of the corporation are to be elected.
h. Stockholders' Liability. — Unless the private property of the stockholders
is expressly exempt in the articles of incorporation from liability for corporate
debts, stockholders are liable for the debts of the corporation in the propor-
tion which their stock bears to the entire capital stock.
i. Corporate Rules and Regulations. — While the statute does not authorize
the insertion in the articles of any corporate rules and regulations, the
Territorial auditor permits such rules and regulations to be inserted in the
articles filed in his office.
■4. Statutory Powers. — The statute (Id. sec. 765) enumerates the com-
mon law powers of corporations. A sinking fund may be established f-»r the
payment of debts (Id. sec. 777). Xo mining or manufacturing corporation
can have the power to operate or construct any railway, tramway, turnpike, or
public highway, except such as lead from their principal work to adjacent
streams, railways, or highways (Id. sec. 781).
Debts cannot be contracted for in excess of two-thirds of the authorized
capital stock.
Keyser v. Shuts, 29 Pac. 386.
5. Procuring the Charter (Id. sees. 7G6-769). — The articles must be
signed and acknowledged before some officer authorized to take acknowledg-
ments. Every corporation must record its articles of incorporation in the
office of the county recorder of the county where the principal place of
business of said corporation within the Territory is located, and a certified
copy thereof must be filed in the office of the Territorial auditor. The
articles must be published at least six times in some newspaper published
in the county in which the principal place of business is located or works
established, and an affidavit of publication must be filed in the office of
the Territorial auditor, stating that such publication has been made according
to law. The statute expressly provides that the corporation may commence
business as soon as its articles of incorporation are filed for record in the
office of the county recorder and a certified copy with the Territorial auditor,
and its incorporation shall then be complete if the publication is made and
an affidavit thereof filed in the office of the Territorial auditor within three
months after date of the filing with the county recorder. The act provides
(Id. sees. 770, 780) that there shall be no collateral inquiry into the legality
of the corporate existence.
G. Corporate Indebtedness. — Must not exceed two-thirds of capital
stock (860. 767 ).
7. Organization Tax. There is no organization tax imposed.
8. Filing and Recording Fees. — For filing articles of incorporation with
the Territorial auditor, |10; for filing affidavit of publication of articles
with sau Eficer, % 3 ; for filing appointment of statutory agent with Terri-
torial auditor, $8 ; same officers' fees for issuing certified copj of the articles,
where thej do not exceed one thousand words, $■', ; cost of publishing articles
of incorporation of the average length of one thousand words. $7.50; for
recording articles in local county recorder's office where length does no! exceed
one thousand words, about 96.10, which include certified copy Eor filing in
auditor's office.
Commencing Business (Id. sec. 769). — The corporation mav com-
mence business as soon as the articles of incorporation are filed for record in
221
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
the office of the county recorder, and a certified copy with the Territorial
auditor. No specified amount of capital stock need be subscribed for or paid
in before commencing business. Business must commence within five years
from the time the charter is issued (Id. sec. 771).
lii. Organization Meetings. — These must be held within the Territory
after the articles are filed and recorded as required bylaw. The organiza-
tion meeting should be held at the principal place of business within the
Territory as designated in the articles.
Chase v. Fleming, Pac. Kep. 1904. (Not yet reported.)
11. Meetings. Stockholders' and Directors'. — There is no statute au-
thorizing stockholders' meetings to be held without the Territory. With re-
spect to stockholders' meetings, by inserting such a power in the articles of
incorporation, it is perhaps safe to hold stockholders' meetings without the
State. Directors' meetings may be held within or without the State, as the
by-laws may provide. In the absence of any statute giving that right, au-
thority to vote by proxy at stockholders' meetings should be provided for in
the articles of incorporation.
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
may be any number of directors. They need not be stockholders, and there
are no residential requirements.
b. Liabilities. — There are no statutory liabilities imposed upon directors.
13. Stockholders' Liabilities. — Unless the articles of incorporation
specifically exempt them from liability, stockholders are liable for the debts
of the corporation in the proportion which their shares of stock bear to the
whole capital stock. Stockholders are individually liable to the amount of the
unpaid instalments on the stock owned by them or transferred to them for
the purpose of defrauding creditors, and an execution against the corporation
to that extent may be levied upon the private property of such stockholder.
(Id. sec. 776).
14. Stock Certificates. — The statute does not require specifically the
issuance of stock certificates, nor does it prescribe who shall sign the same.
This must be regulated by the by-laws. The par value of the stock certifi-
cates may be any amount.
15. Preferred Stock. — The statute does not expressly authorize the issu-
ance of preferred stock. The Territorial auditor permits the filing of articles
in his office providing for preferred stock.
16. Payment of Capital Stock. — The statute is silent as to how the
capital stock shall be paid. In the absence of express provisions in the arti-
cles authorizing the payment of stock in property or services, stock must
be paid for in money or money's worth.
17. Books. — The statute does not require that any books shall be kept
within the Territory. It does require that a transfer book shall be kept
showing the names of the persons by whom and to whom stock transfers are
made, the number of shares, and the date of the transfer. It shall also show
the original stockholders, their respective addresses, the amount which has
be ii paid in and all transfers thereof. Such books and records or correct
copies thereof, so far as they relate to the items mentioned above, shall be at
all times subject to the inspection of any stockholder (Id. sec. 778).
18. Office and Agent (Id. sec. 783). — All corporations are required to
name in their articles the location of their principal place of business within
the Territory. They are also required to appoint a bona Jide resident of the
222
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
Territory who has a residence of three years' standing, as its agent upon whom
process may be served within the Territory (Laws of 1903, Act 82).
19. Reports. — No annual reports are required.
20. Anti- Trust Statute. — There is no anti-trust statute in force in the
Territory except such as have been passed by Congress and are in force every-
where.
21. Statutory Grounds for Forfeiture of Charter. — The statute pro-
vides that persons acting as a corporation under the General Act shall be pre-
sumed to be legally organized until the contrary is shown, and no such franchise
shall he declared to be actually null and forfeited except in a regular proceed-
ing brought for that purpose (Id. sec. 779). The statute further provides
that any corporation organized or attempted to be organized under the Gen-
eral Act shall cease to exist by non-user of its franchises for five vears at any
one time (Id. sec. 774). Charter may be forfeited for failure to appoint and
maintain resident agent (Laws of 1903, Act 82).
22. Amendments (Id. sec. 770). — Capital stock may be increased or
decreased and articles may be amended in any particular by the affirmative
vote of a majority of the stockholders. Such amendments shall be signed and
acknowledged by the president and attested by the secretary of the corporation,
and must be recorded and published in the same manner as the original articles.
23. Annual Franchise Tax. — There is no annual franchise tax.
24. Extension of Corporate Existence. — May extend corporate exist-
ence for an additional period of twenty-five years (Id. sec. 771).
25. Dissolution. — Corporations may be dissolved by a majority vote of
its members unless a different rule is adopted in the articles of incorporation
(Id. sees. 77"-', 775).
26. Foreign Corporations. — Before transacting business in the Territory
foreign corporations must file a certified copy of their articles of incorporation
or charter, and the appointment of an agent upon whom service may be
served, with the auditor of the Territory and with the county recorder of each
county in which it does business or has an office. It must also publish at least
six times in some newspaper published in each of said counties a copy of its
articles of incorporation, and upon the expiration of such publication file an
affidavit thereof in the office of the Territorial auditor. The appointment of
the agent must be by the board of directors. Fees for filing and recording
are the same as for domestic corporations (Id. sees. 909-925).
Babbitt v. Field, 52 Pac. 775.
ARKANSAS.
(The references cited are to Sandels & Hill's Digest, 18!U. ch:ip. 47, unless otherwise stated.)
1. Statute under which Business Corporations may incorporate.
I aeral Incorporation Acl of Arkansas is to be Found in Sandels & Hill's
chap. 17, sees. 1322-1358, 1425 1434, and act* amendatory thereof.
Special ads exist for the Incorporation of navigation, turnpike, plans road;
railway, raft, and booming corporations, as well as those incorporated for elee-
mosynary purposes.
2. Incorporators (Sandels & Hill's Digest, 1894, sec. 1326). — Three or
more. There are no residential requiremi
3. Contents of the Articles of Association ( Id. sees. 1827-1328). The
articles of associat ion musl contain :
a. Name. — Any name permitted.
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
b. Incorporator*. — Names and residences of the incorporators.
r. Domiciliary Office. — The location of the principal place of business and
the office of the company for the transaction of business within the State.
(/. Purposes. — Persons desiring to incorporate under the General Act
may do so for t he purpose of " engaging in, or carrying on, any kind of manu-
facturing, mechanical, or other lawful business," not provided for by the
;1 incorporation acts referred to above.
The General Act was originally framed with the intention of limiting the
business to be pursued by the corporation to one purpose (Id. sec. 1331), but
in the amendment which took effect Feb. 12, 1903, the word "purposes " is
used, which undoubtedly permits corporations to be now formed for more
than one liue of business. There has been no amendment, however, to sec.
1328, unless the amendment above referred to by implication also amends
sec 1328, which reads as follows: " The purpose for which every such corpora-
tion shall be established shall be designated in their articles of association,
and it shall not be lawful for such corporation to direct its operations or ap-
propriate its funds for any other purpose." The Secretary of State permits
the insertion of as many purposes as are desired, provided they are not covered
by special acts.
e. Capital Stock. — The amount of capital stock must be stated. There
is no limit as to what this amount may be. The amount of capital stock sub-
scribed for by the several incorporators must be set forth, and this should be
followed by a provision that the residue of the capital stock may be issued and
disposed of as the board of directors may from time to time order and direct.
f. Number and Par Value of Shares. — The par value of the shares must
be |25 (Id. sec. 13-27).
g. Director*. — The number of the directors must be set forth, together
with the provision that they shall all be stockholders of the corporation, and
to this should be added a provision that the board of directors shall elect one
of its members president and another as vice-president, and shall also elect a
secretary and treasurer. The number of directors may be any number not
less than three. There are no residential requirements, but they must be
stockholders, and must be chosen annually by the stockholders at such time
and place as shall be provided by the by-laws of the corporation (Id. sec.
1330). The president is a statutory officer and must be a director. The sec-
retary and treasurer are also statutory officers, but need not necessarily be
directors. The last two named must reside and have their place of business
within the State.
h. Fir.<t Election for Directors. — This clause should provide that the first
election for directors shall be held immediately after the organization of the
corporation, and that the directors shall serve for one year and until their succes-
sors are elected.
i. Powers of the Board of Directors. — This clause may provide that the
board of directors are empowered to establish all by-laws and regulations
necessary to the management of the business and affairs of the corporation
and to alter and repeal the same at pleasure.
j. Organization Meeting. — This clause should fix a time and place for the
holding of the organization meeting, and should contain a waiver by the
incorporators of the notice of such meeting.
k. Corporate Existence. — Corporate existence under the statute is perpet-
ual. The period of existence is not required to be stated.
1. Statutory Powers. — The statutory powers found in the General In-
224
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
corporation Act are the usual common law powers of corporations (Id. sees.
13:56, 1:340). There is a statutory lien given the corporation upon the stock
of- its members for debts due it. Voting by proxy is permitted.
S. W. Co. v. Bank, 68 Ark. 234; 57 S.W. 257 ; Conway et al. ex parte, 4 Ark. 302.
5. Procuring the Charter. — The articles of association, drawn in accord-
ance with the form above set forth (sec. Ill), must be signed by all the incor-
porators. The statute does not require that the execution of the same should
be acknowledged. The incorporators must meet and hold their organization
meeting at the time set forth in the articles of association. At that meeting
they will proceed to the election of a board of directors and the adoption of
by-laws for the corporation. The directors must then meet and elect a presi-
dent, secretary, and treasurer, and such other officers as the by-laws of the
corporation shall prescribe. The corporate existence appears to begin as
soon as this last step has been complied with, but the statute provides further
(Id. sec. 1:344) that before the corporation shall commence business the
president and directors thereof shall file a proper copy of their articles of
association at full length, and record a certificate setting forth the purposes for
which such corporation is formed, the amount of its capital stock, the amount
actually paid in, and the names of its stockholders and the number of shares
by each respectively owned, with the county clerk of the county in which the
corporation is to have its principal place of business, and shall file such articles
and certificates bearing the endorsement of the county clerk in the office of
the Secretary of State. After recording the same, the Secretary of State is
authorized to issue a certificate of incorporation, which certificate or certified
copy thereof is prima facie evidence of due incorporation (sec. 1344 as
amended by Laws of 1903, Act XVIII.).
0. Corporate Indebtedness. — There is no limit prescribed by statute
to the creation of corporate indebtedness. To create a bonded indebtedness
the consent of the larger amount in value of stock must be obtained at a
meeting duly called for that purpose. Bonds cannot be issued except for
money or property actually received or labor done, and all fictitious increase
of indebtedness is void (Cons., Art. XII. sec. 8).
7. Organization Tax (Id. sec. 3299). — The organization tax on any
capitalization is §25.
8. Filing and Recording Fees (Id. sec. 292). — For filing articles of
association and certificate of incorporation in the office of the Secretary of
State, $25. For issuance of certificate of incorporation, $5. Certified copy
of articles, 15 cents perfolio. The average fees, in tli<> smaller counties to the
county clerk, for filing articles of association and certificate of incorporation,
82.20. In Bome of the more thickly populated counties the county recording
fee often reaches %n for articles of average length (Laws of 1903, Art, XVIII.).
'.). Commencing Business (Id. sec. 1334). — Corporations may com-
mence basin on as the president and board of directors have filed a
tiu<- copy of the artic ociation and the certificate referred to in sec. 5
above.
Garnett el d. v. Richardson el al.,35 Ark. 1 1 1 ■. Conner v, Abbott, 85 Ark, 365;
BlackweU v. State, 36 Ark 178
10. Organization Meeting (Id. sec. 1329). -The organization meeting
must be held within the State. Each incorporator (a presumed t<> be a stock-
holder to at least the extent of one share. It is usual t<> fix the time and place
225
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
for the holding of the organization meeting in the articles of association.
In the absence of any such provision, two of the incorporators may call the
first meeting at snch time and place as they may appoint by giving notice
thereof in any one or more newspapers published in the county in which such
corporation is to be established or any adjoining county at least fifteen days
before the time appointed for such meeting (Id. sec. 1329). The duty of
the incorporators is to adopt by-laws and elect a board of directors. Immedi-
ately after the incorporators' and stockholders' meeting adjourns, a meeting
of the Imard'of directors should be held for the purpose of electing a presi-
dent, secretary, and treasurer, and such other officers as may be required by
the by-laws.
11. Meeting of Stockholders and Directors (Id. sec. 1329). — In the
absence of any statute providing otherwise, all stockholders' meetings must
be luM within the State. Directors' meetings, after the first meeting, may be
held within or without the State as the by-laws may provide.
Bank v. McCarthy, 55 Ark. 473; 18 S. W. 759; Blackwell v. State, 36 Ark. 178.
12. Directors' Qualifi cations and Liabilities, a. Qualifications. — There
must be at least three directors who shall be stockholders. There are no
residential requirements (Id. sec. 1330.)
Jones et al. v. Jarman, 34 Ark. 323 ; Worthen v. Griffith, 59 Ark. 562 ; 28 S. W.
286.
b. Liabilities. — Directors are jointly and severally liable for the declaration
and payment of a dividend when the corporation is insolvent or the payment
of which would render it insolvent, knowing such corporation to be insolvent
or that the payment of such dividend would render it so, for all debts due
from such corporation at the time of the payment of such dividend. They are
also jointly and severally liable for all debts of the corporation contracted
during the period when they shall neglect or refuse to comply with any of the
provisions of the incorporation act imposed upon them. If, by reason of the
violation of any of the provisions of the act by the directors, a corporation
shall become insolvent, then all directors ordering or assenting to such viola-
tion shall be jointly and severally liable for all corporate debts contracted
after such violation (Id. sees. 1347-1351).
Simon v. Association, 54 Ark. 58; 14 S. W. 1101 ; Bank v. McCarthy, 55 Ark. 473;
18 S. W. 759.
13. Stockholders' Liabilities. — Stockholders are liable for the debts of
the corporation only to the extent of the unpaid stock subscribed for or held
by them. The corporation may, by the adoption of a proper by-law, place a
lien upon t lie shares of its stockholders for any debt or liability they may
incur to the company. The statute (Id. sees. 1:552, 1353) provides a method
for the enforcement of this lien. If the capital stock should be withdrawn
or refunded to the stockholders before the payment of all the debts of the
corporation for which such stock would have been liable, the stockholders
are liable to any creditor of the corporation for the amount of the sum re-
funded to them respectively (Id. 1348).
Jone- < i al. v. Jarman, 34 Ark. 323 ; Worthen v. Griffith, 59 Ark. 562 ; 28 S. W. 286.
11. Stock Certificates. — Every stockholder is entitled to have a stock
certificate i--.ued to him. Stock certificates may be signed by such officers as
226
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
the by-laws may provide. The par value of the shares must be 825, except in
the case of railroad corporations, when they may be $100.
15. Preferred Stock. — There are no special provisions relating to the
issuance of preferred stock.
16. Payment of Capital Stock. — Under the constitution capital stock
can be issued only for money and property actually received or labor done
(Con-.. 187.4, Art. XII. sec. 8; Laws of 1903, chap. 253).
Carter v. Company, 54 Ark. 576, 16 S. W. 579 ; Fletcher v. Bank, Ark. ; 69 S. W.
580.
17. Books. — The books must be kept within the State at the principal
office of the corporation therein or at the office of the treasurer within the
State (id. sec. 1341). The statute gives to all stockholders the right to
inspect and examine the same (Id. sec. 1341).
18. Office. — The corporation must maintain an office within the State,,
and its secretary and treasurer must reside therein (Id. sees. 1332, 1341).
19. Reports. — At least once a year, by order of the directors, a true
statement of the accounts of the corporation shall be made to the stock-
holders (Id. sec. 1311). In addition to this the president and secretary
shall annually make a certificate showing the condition of the affairs of the
company on the first day of January or of July next preceding the time of
the making of the said certificate in the following particulars, to wit : the
capital stock paid in, the value of its real estate, its personal estate, the amount
of its debts, the name and number of shares held byeach stockholder. This
certificate must be deposited on or before the loth day of February or August
with the county clerk of the county within which said corporation transacts
its business, who shall record the same at length in a book to be kept by him
for that purpose (Id. 1337). The charge for recording is ten cents per folio.
Neb. Nat. Bank v. Walsli, 68 Ark. 433 ; 59 S. W. 952.
20. Anti-Trust Statute. — Under the Act of March 16, 1897, and March
6, lslil), all trusts or combinations intended to restrain competition in the im-
portation or manufacture of articles of domestic growth, and all such trusts
or combinations which tend to advance, reduce, or control the prices or the
cost to the consumer, are declared to be against public policy and void.
21. Statutory Ground for Forfeiture of Charter. — The only ground
for forfeiture of charter prescribed by the statute in Arkansas is for any vio-
lation of the anti-trust statute.
Darnell v. State,48 Ark. 321 : 3 S. W. 365 ; State v. Bank, 5 Ark. 595; Blackwell
v. State, 36 Ark. 178 ; Brown <■. Ry. Co., 68 Ark. 134; 56 S. \V. 862.
22. Amendments. — The power of amendment in Arkansas is broad, but
is also somewhat complicated. To reduce the capital stock either by releas-
ing unpaid subscriptions for stock or by returning to the shareholders a por-
tion of the amount paid in by them, such reduction must be made by a
resolution duly adopted by a majority of the stockholders, and a copy of such
tion must be filed as amendment to the charter in the offices of the
Secretary of State, and the cou of the county in which the corpora-
tion transacts business, and such amendment mu I be published once in
some newspaper publi hed within the county. To authorize the corporation
to engage in additional lines oi businea , the stockholders must authorize
such change by a majority vote al a meeting duly called for that purpose.
Then the president and directors Bhall cau •■ such of the amended articles as
227
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
specify the purposes for which the corporation is formed, subscribed by the
stockholders, to he published in a newspaper printed in the county in which
Buch corporation is located, or any adjoining county, and shall also make a
certificate of the purpose for which such corporation is formed as changed by
the amended articles, which certificate shall be signed and deposited and re-
corded in the same manner as the original certificate. To increase the cap-
ital stock such increase must be voted for by a majority of the stockholders
at a meeting specially called for that purpose. After the increase is approved
the president and directors shall within thirty days thereafter make a cer-
tificate thereof which must be signed, deposited, and recorded the same as the
original certificate. By the Act of April 11, 1901, a corporation may
change its name and number of directors by a resolution of the stockholders
duly adopted by a majority thereof at a meeting called for that purpose. A
copy of such resolution duly certified by the president and secretary must be
filed with the clerk of the county court of the county in which the princi-
pal place of business is located, and also with the Secretary of State. To
change its principal place of business within the State to a county within the
State the president and secretary must procure from the county clerk of the
county where it is removed a certified copy of the records, of its articles of
association, etc., to which certified copy shall be attached the certificate of
such president and secretary that such corporation is thus removed, which
certified copy of the certificate must be filed and recorded in the office of the
county clerk of the county in which such corporation shall be removed. A
similar certified copy of the certificate must be filed in the office of the sec-
retary in such State. A duplicate copy of such certificate must be published
in a newspaper in the county in which such corporation shall be located. If
the removal is from one county to another, there must be two publications,
one in a newspaper in each county (Id. 1327, 1343).
Brown v. W. & S. E. Ry. Co., 68 Ark. 134; 56 S. W. 862.
23. Annual Franchise Tax. — There is no annual franchise tax.
24. Extension of Corporate Existence. — There is no provision for
extension of corporate existence.
25. Dissolution. — Corporations may be dissolved by application to the
courts having equitable jurisdiction. Any corporation may surrender its
charter by resolution of a majority in value of the stockholders, at a meet-
ing duly called for that purpose, and filing a certified copy of such resolution
in the office of the Secretary of State, and in the office of the county clerk of
the county where the principal place of business of such corporation is lo-
cated (Id. sees. 1429-1434).
Town of Searcy v. Yarnell, 47 Ark. 269; 1 S. W. 319; Dozier v. A. C. Mills, 67
Ark. 11 ; 53 S. W."403.
2G. Foreign Corporations. — To transact business within the State,
foreign corporations must, through their president, file in the office of the
Secretary of State and with the county clerk of the county in which the cor-
poration has an office for the transaction of business, a copy of the articles of
incorporation, and shall also file in these offices within six months after the
establishment of said office, or of the beginning of said business in the State,
a statement showing the proportionate amount of its capital stock which it
has in use in the operation of its business, both in the State and in the county
in which it is doing business. The penalty for not complying with this pro-
228
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
vision is that it is cut off from all recourse to the courts and is subject to
fine. Such corporation must also, under the hand of the president and seal
of the corporation, file in the office of the Secretary of State a designation of
an agent (who must be a citizen of the State) upon whom service of summons
and other process may be made. Such certificate shall also state the princi-
pal place of business of such corporation within the State. The corporation
must also pay into the treasury of the State, the same fees required of domestic
corporations. The cost of filing articles and certificates and for certified copy
thereof is $28.50 (Id. sec. 1322).
Gunn v. Company, 57 Ark. 24; 20 S. W. 591 ; Scruggs ». Company, 54 Ark. 566;
16 S. \V. 563 ; St. L., etc. Ry. Co. v. Fire Ass'n, 60 Ark. 325 ; 30 S. W. 350 ; Buffalo
Zinc & Copper Co. v. Crump" 70 Ark. 525 ; 69 S. W. 572 ; W. R. Lumber Co. v. Imple-
ment Ass'n, 55 Ark. 625; 18 S. W. 1055; Boyington v. Van Etten, 62 Ark. 63; 35
S. W. 622 ; Railway v. Fire Ass'n, 55 Ark. 163 ; 18 S. W. 43 ; Woodson v. State, 69
Ark. 521 ; 65 S. W. 465.
CALIFORNIA.
(The references cited below are to the Civil Code, unless otherwise stated.)
1. Statute under •which Business Corporations may incorporate. —
The Civil Code of California, Part IV. sees. 283-403 as amended in certain
respects by subsequent Session Laws constitutes the General Incorporation Act
of the State of California for business corporations. There are special acts ap-
plicable only to insurance, railway, street railway, wagon road, bridge, ferry,
wharf, chute, pier, telegraph, telephone, water, canal, homestead, savings and
loan, mining, gas, and eleemosynary corporations, but any kind of a business
corporation may be incorporated under the General Act.
2. Incorporators. — There may be any number of incorporators not less
than five, a majority of whom must reside in the State (C. C, sees. 285, 292).
People v. Company, 97 Cal. 276 ; 32 Pac. 236.
3. Contents of the Articles of Incorporation (C. C, sec. 290, as
amended by Laws of 1901, chaps 147 and 201). — The articles must contain :
a. Name. — The use of a name identical with that or similar to that of an
existing domestic corporation is forbidden (C. C, sec. 29*!).
Curtiss v. Murray et at., 26 Cal. 633.
//. Purposes. — The statute as well as the constitution (Cons., Art. XII.
sec. 9) apparently contemplates incorporation for only one purpose or for one
line ul business.
c. Domiciliary office. - Tin; locution of an office within the Slate where its
principal business is to be transacted.
</. Corporate Existence. — The term for which it is to exist not to exceed
fifty years.
e. Directors. — Number of directors not less than five, together with the
oam i and residences of those who are appointed for the firsl year. The
directors must be stock holders, and a majority residents of the state.
f. Capital Slock. — The amount, of capital stock, which may be any
amount. The number of shares must also be stated, the par value of which
must not be less than !?1 nor more than (100.
(j. Original Stock Subscriptions. — The amount actually subscribed and by
229
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
whom. There need be no particular amount subscribed beyond the one share
required for eaoh of the incorporators.
Harris et al, r. McGregor, 29 Cal. 125 : Ex parte, S. v. W. W., 17 Cal. 132; People
any, 15 CaL 306; People v. Perriii, 56 Cal. 345; People v. Company, 97 Cal.
276; 32 Pac. 236.
1. Statutory Powers (C. C, sees. 283, 354, 355). — In addition to the
statutory enumeration of the common law powers of corporations (C. C, sec.
:i.">4) there are some express limitations upon the ordinary corporate powers.
One is the provision that no corporation shall acquire or hold any more real
property than may be reasonably necessary for the transaction of its business
or the construction of its works. The bonded indebtedness of a corporation
may be created or increased by a vote of the stockholders representing at
least two-thirds of the subscribed capital stock at a meeting called by the
board of directors, and after publishing notice of such meeting once a week
for at hast sixty days, which notice shall state the amount of bonded indebt-
edness which it is proposed to create, or the amount to which it is proposed
to increase the said indebtedness. The necessity of publication may be ob-
viated by written consents from the holders of two-thirds of the outstanding
capital stock (C. C, sec. 350). Domestic mining corporations possessing
mining claims adjoining each other may consolidate in such manner and upon
such terms as may be agreed upon, provided the written consent of all the
stockholders representing two-thirds of the capital stock of each corporation
is first obtained, and provided the statutory requirements relative to calling
meetings, publishing notice thereof, etc. are complied with (C. C, sec. 361).
Only so much real property as is necessary for the transaction of corporate
business can be held (C. C, sec. 360; also Session Laws, 1875-76, chap. 653).
The following additional powers are conferred : To authorize voting by
proxy, to permit cumulative voting in the election of directors, and to forfeit
stock for nonpayment of assessments (Cons., Art. XII. sec. 12; C C, sees.
307, 312, 331-349; Laws of 1903, chap. 215). Also to sell and dispose of all
the corporate assets with the consent of two-thirds of the stockholders (Laws
of 1903, chap. 271). Also to remove directors (sec. 310). To accept devises
(Laws of 190:5, chap. 223).
See Smith v. Morse, 2 Cal. 524 ; Smith v. Company, 6 Cal. 1 ; Knowles v. Sander-
cock. 107 Cal. 629 ; 40 Pac. 1047 ; Tel. Co. v. Tel. Co., 22 Cal. 398 ; Union Water Co.
v. .Murphy Co. et al, 22 Cal. 621.
5. Procuring the Charter. — The articles must be signed and acknowl-
edged by each of the five or more incorporators, a majority of whom must
be residents of the State (C. C, sec. 292). Next, the articles must be filed
in the office of the county clerk of the county in which the principal busi-
ness of the company is to be transacted, and a copy thereof, certified by the
county clerk, must be filed with the Secretary of State (C. C, sec. 296).
Before the articles can be filed with the latter the organization tax (see
below) must be paid. When such tax is paid and the articles duly filed
with the Secretary of State, the latter issues to the corporation, over the, (beat
Seal of the State, a certificate that a copy of the articles containing the re-
quired statement of facts has been filed in his office, and the statute then pro-
vides that the persons signing tin- articles and their associates and successors
shall thereupon be a body politic and corporate by the name staled in the
certificate (C C, sec. 296; Laws of 1901, chap. 201). The due incorporation
of any company claiming in good faith to be a corporation, doing business
230
SYXOPSTS-DIGEST OF INCORPORATION ACTS.
as such, and its right to exercise corporate powers shall not be inquired into
collaterally in any private suit to which such de facto corporation may be a
party, but such inquiry may be had at the suit of the State, except in those
cases where the corporation has been doing business for ten consecutive years
as a corporation (C. C, sec. 358 ; Laws of 1901, chap. 206).
Martin v. Deetz, 102 Cal. 55; 36 Pac. 368; Rondell v. Fay, 32 Cal. 354 ; Water-
works v. San Francisco, 22 Cal. 441.
6. Organization Tax. — If the capital stock does not exceed §25,000, 815 ;
if not over §75,000, 825; if not over $200,000, §50; if not over §500,000, §75 ;
if not over §1,000,000, $100; if over §1,000,000, §150 (Laws of 1901, chap.
70, amending C. C, sec. 416).
7. Filing and Recording Fees. — The Secretary of State is entitled to
no additional fee for filing articles of incorporation other than the payment
to him of the organization tax, but for recording such articles he is entitled
to charge 20 cents per folio. For issuing certificate of incorporation. 83.
For copy of articles of incorporation on file in his office, 20 cents per folio,
and for affixing to certificate seal of State thereto, 82. For comparing copy
of articles with the original on fib in his office, 5 cents per folio. The county
clerk is entitled to a fee of SI for filing articles of incorporation, and for
copy of same 10 cents per folio, and for certificate for same, 50 cents (Pol.
Code, 416; Gen. Laws, Title SI, Stat. 1895, p. 268).
8. Corporate Indebtedness. — Cannot exceed amount of capital stock
(C. C, sec. 359, as amended by Laws of 1903, chap. 253).
9. Commencing Business. — Corporations may commence business as
soon as the certificate of incorporation is issued by the Secretary of State.
They must commence business within one year upon penalty of having their
charter forfeited by proper action commenced by the State (C. C, sec. 358;
see also Laws of 1901, chap. 117). If the corporation has property in other
counties than that where its original articles are filed, it must within sixty
days after such property is purchased, located, or held, file with the clerk of
such counties certified copies of its articles of incorporation (C. C, sec. 299).
People v. Company, 45 Cal. 306.
10. Organization Meetings. — A preliminary organization is effected by
the stockholders' meeting within one month after incorporation within the
State (by proxy, if desired) and proceeding to adopt by-laws. By-laws may,
however, be adopted by the written assent of two-thirds of the stockholders
without a meeting (C. C, sec. 301). The by-laws must be certified by a
majority of the directors and the secretary, and copied in the book of by-laws
(C. C, sec. 364).
Hall r. (ran. lull, 29 Cal. 568.
11. Meetings of Stockholders and Directors. — Meetings of both
holders and board of directors nm-i be held at the corporation's office or
principal place of but I 319).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
musl be at least ti e directors who -hall be stockholders and a majority of
whom shall be citizens of the Stal ' I - 190 105; Law oi 1901
chap. 145).
ti. Liabilities. \> ctora are jointly and severally liable to the creditors
and stockholders for all moneys embezzled or misappropriated by il liners
during their term oi I »ds.j Art. XII. B< c. 8). I b j are al jointly
231
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
and severally liable to the. corporation and to the creditors to the full.
amount of the capital stork withdrawn as dividends when there are no
surplus profits (C. C, sec. 309). They are also jointly and severally
liable where they create debts beyond the subscribed capital stock (C. C,
see. 809). They are also liable for the withdrawal of capital stock or the
increase it decrease thereof, except when made in accordance with the statute
in such ease made and provided (C. C, sec. 309).
Fox >\ Company, 108 Cal. 478 ; 41 Pac. 328 ; A. S. Mining Co. v. Company, 78 Cal.
02'.) : 21 Tar. 373 ; Martin v. Zellerbach, 38 Cal. 300 ; E. W. & Mining Co. v. Pierce, 90
Cal. 131 ; 27 Pac. 44 ; Shattiuk v. Company, 58 Cal. 550; Irvine v. MeKeou, 23 Cal. 472.
13. Stockholders" Liabilities. — a. Each stockholder is individually liable
for such proportions of the corporate debts contracted or incurred while
he was a stockholder as the amount of stock or shares owned by him bears
to the whole of the subscribed capital stock (Cons., Art. XII. sec. 3; C. C ,
sec. 322). Stockholders are also liable for the amount of their unpaid-stock
subscriptions.
Harmon v. Page, 62 Cal. 448 ; Baines v. Babcock, 95 Cal. 581 ; 27 Pac. 674 ; Ver-
mont Marble Co. v. Company, 135 Cal. 579 ; 67 Pac. 1057 ; Bank v. Company, 103
Cal. 594 ; 37 Pac. 499.
b. Slock Assesstnents. — Assessments are levied in the first instance by
the board of directors after one-fourth of the capital stock has been sub-
scribed. The amount of the assessment is limited except in the case here-
after referred to, so that no one* assessment shall exceed ten per cent of
the amount of the authorized capital stock. The exception is where the
whole capital stock has not been paid up and the corporation is unable to
meet its liabilities or to satisfy the claims of creditors. The assessment
must be levied according to statute, and must be made payable not less than
thirty nor more than sixty days from the time of making the order leaving
the assessment. The day to be fixed for the sale of delinquent stock shall
not be less than fifteen nor more than sixty days from the day the stock
is declared delinquent. In addition to the penalty provided for forfeiture
of stock for failure to pay assessments, a corporation may recover the amount
of such instalment directly against the stockholder by proper action brought
for that purpose (C. C, sees. 331-349).
Visalia, etc. Co. v. Hyde, 110 Cal. 632 ; 43 Pac. 10.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by the president and secretary (C. C,
sec. 323). The corporation may provide in its by-laws for issuing certificates
prior to full payment, but any certificate issued prior to full payment must
show on its face what amount has been paid thereon. The par value of
stock certificates may be any amount (C. C, sec. 290, or amended Laws of
1901, chap. 147).
15. Preferred Stock. — There are no special provisions relating to the
issuance of preferred stock.
16. Payment of Capital Stock. — Under the constitution no corporation
can issue stock except for money paid, or labor done, or property actually
received (Cons., Art. XII. sec. 11; C. C, sec. 359, as amended by Laws of
1903, chap. 253).
Ewing v. Company, 56 Cal. 649; Stein v. Howard, 65 Cal. 616; 4 Pac. 662;
Martin v. Zellerbach, 38 Cal. 309; Jefferson v. Hewitt, 103 Cal. 624; 37 Pac. 638;
Kelkrrnan v. Maier, 116 Cal. 416; 48 Pac. 377.
232
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
17. Books. — The book of by-laws and stock books must be kept at
the principal office of the company within the State, and are subject to
inspection thereof by any stockholder. The stock and transfer books are
open to inspection of creditors as well as stockholders (C. C, sees. 304, 377-
378, and Cons., Art. XII. sec. 14).
18. Office. — The corporation must maintain an office within the State
(Cons., Art. XII. sec. 14).
19. Reports. — Xo reports are required to be made or published.
20. Anti-Trust Statute. — Corporations cannot combine or agree to any
act to prevent any person from buying live-stock in the State, or having it
for sale or selling it on commission (Session Laws of 1893, chap. 30).
21. Statutory Grounds for Forfeiture of Charter. — If a corporation does
not organize and commence the transaction of its business or the construction
of its works within one year from the date of its incorporation, or if after
organization and commencement of business it loses or disposes of all of
its property and for a period of two years fails to elect officers and transact
in a regular way its business, its corporate powers shall cease, and the corpora-
tion may be dissolved by proper action brought by the State for that purpose
(C. C, sec. 358; C. C. Pro., sees. 802-810; Laws of 1901, chap. 20G).
People v. Stanford, 77 Cal. 360; 18 Pac. 85; People v. D.oshaway Ass'n, 84 Cal.
114; 24 Pac. i77 ; San Pedro v. R. R. Co., 101 Cal. 333; 35 Pac. 993; People v. Water
Co., 97 Cal. 27G ; 32 Pac. 23G ; L. II. Bank v. Spires, 126 Cal. 541 ; 58 Pac. 1049.
22. Amendments. — The power of amendment in California is broad
and is also somewhat complicated. The name of the corporation can be
changed only by application to the Superior Court. The corporation must
file in the office of the Secretary of State a certified copy of the decree of
the court changing the name (Code of Civ. Pro., sees. 1270-1277). In* other
respects articles may be amended, except for the purpose of extending its
corporate existence beyond the time fixed in the original articles, or dimin-
ishing its capital stock, by a majority vote of its board of directors and
by the vote or written assent of the stockholders representing at least two-
thirds of the subscribed capital stock of such corporal ion. A copy of
the amended articles duly certified to be correct by the president and
secretary or the board of directors shall be filed in each office where the
original articles of incorporation are or copy thereof is required to be
filed. If the assent of two-thirds of the stockholders to such amendment
has not been obtained, a notice of the intention to make the amendment sliall
first be advertised for thirty days in some newspaper, published in the county
in which tie- principal place of business of the corporation is Located, before
iir' filing of the proposed amendment. To increase or diminish its capital
.st.ck when; such meeting is called by the hoard of directors, notice thereof
iven by publication as provided in the statute. This notice must
be published at least once a week for sixty daj (C I , sec. 862). The capital
stock cannot be diminished to an amount less than the indebtedness of
the corporation. The publication may he done away with by the adoption
of a resolution by the unanimous vote of the board <>f directors increasing
the capital stock at a regular called meeting for the purpose when such resolu-
tion is approved by the written assent of the stockholders holding two-thirds
of the subscribed or issued capital stock. The plat f business may be
changed if desired by amendment (C < . - 321a). [f articles are filed in
the wrong county in the tirst instance, the code provides a means of remedying
233
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
this. (See C. C, Bees. 359, 363 ; see also Laws of 1903, chaps. 216, 219, 253,
285.)
Application of La Socie'te', etc., 123 Cal. 525; 5G Pac. 458.
23. Annual Franchise Tax. — There is no annual franchise tax.
21. Extension of Corporate Existence. — Only corporations formed for
a period of less than fifty years have the power, prior to the expiration of the
term of its corporate existence, to extend such term to a period not exceeding
fifty years from its formation (C. C, sec. 401).
25. Dissolution. — The dissolution of a corporation is effected by decree
of the superior court of the county where the principal place of business is
situated upon voluntary application signed by a majority of the board of
directors (Code Civ. Pro., sees. 1227-1234).
20. Foreign Corporations (Laws of 1901, chap. 93). — Foreign corpora-
tions doing business or maintaining an oflice in this State must file with the
Secretary of State a certified copy of its charter, or articles, or statute, or legis-
lative or governmental act creating them, and also file a certified copy with the
county clerk where the principal place of business is located, and also where
the corporation owns property. The same fee shall be paid for filing and
issuing a certified copy as is paid by domestic corporations. A resident
agent must also be appointed within forty days after commencement of
business within the state (C. C, sees. 405-107). By statute the same liability
imposed upon stockholders in domestic corporations is imposed upon foreign
corporations doing business within the State (C. C, sec. 322). The con-
stitutionality of this provision has been affirmed by both the State and the
United States Supreme Courts. (See also Laws of 1903, chap. 215.)
lli unas v. Company, 65 Cal. 600; 4 Pac. 641 ; PimieyV. Nelson, 183 U. S. 144 ;
22 Sup. Ct. 52.
COLORADO.
(The references cited below are to Mills Revised Statutes, 1891, unless otherwise stated.)
1. Character of the Law under which Business Corporations may-
incorporate. — The Business Corporation Act of Colorado is found in the
Revised Statutes of Colorado, sees. 472 et seq. There have also been recent
amendments passed thereto. Special acts are provided for the incorporation
of railways, banks, and trust companies. The law itself is fairly satisfactory,
but lacks completeness in some respects.
2. Incorporators. — Three or more. There are no residential require-
ments (R. S., sec. 473).
'■'•. Contents of the Certificate of Incorporation. — The certificate
must set forth :
a. Name. — The name must commence with the word " the " and end
with the word "corporation," "company," "association," or "society," and
must indicate the business to be carried on. Similarity of names is for-
bidden (R. S., sees. 472, 475).
h. Purposes. — The statute clearly contemplates that corporations may be
organized for any number of purposes not covered by the special acts.
c. Capital Slock. — The amount of the capital stock. This maybe any
amount.
d. Duration. — Must not exceed twenty years.
e. Number and Par Value of Shares. — The par value of shares must not
than 81 nor more than $100.
2.-; i
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
f. Directors. — The number of directors must not be less than three nor
more than thirteen. In the case of mining companies and banks the number
must not exceed nine (sec. 585).
g. Names of First Board of Directors. — This board under the statute has
control of the affairs of the company for the first year of its existence.
h. Domiciliary Office. — The name of the town and county iu which the
principal office of the company shall be kept.
i. Place for the Transaction of Business. — Name of the county or counties
in which the principal place of business shall be carried on. When the cor-
poration is to carry on part of its business without the State, the certificate
must state that fact, and also state the name of the town and county in
Colorado in which the principal office shall be kept, and also state the names
of the counties in which the principal business of the corporation is to be
carried on within the State.
j. By-Laws. — To directors may be delegated the right to make by-laws if
so desired.
k. Directors' Meetings. — If it is desired to hold directors' meetings with-
out the State, this right should be reserved in the certificate (R. S-, sec. 473).
Schroers v. Fisk, 10 Col 599 ; 16 Pac 285 ; Duggan v. Company, 1 1 Col. 113 ; 17
Pac. 105; Humphreys v. Mooney, 5 Col. 293; People v. Cheeseman, 7 Col. 376; 3
Pac 716; D. & S Ry. Co. v. D. C. Ry. Co., 2 Col. 673; G. R. B. Co. v. Rollins, 13
Col. 4; 21 Pac. 897 ; Jones v. Com], any, 21 Col. 263; 40 Pac. 457.
1. Statutory Powers. — The main statutory powers are what are known
as the common law powers belonging to all business corporations (It. S., sec.
17'l i ( !orporatioQS have, however, the following extraordinary powers in Col-
orado : To consolidate with another corporation when, by a vote of at least
three-fourths of the stock of each company severally had, the proposition shall
be approved. The method of consolidation is pointed out in detail in the
■ (R. S., sec. 625). The statute contains one express limitation upon
the powers of corporations, which may be enumerated as follows : They are
forbidden to use any of the corporate; funds for the purchase of their own stock
except such as may be forfeited for the non-payment of assessments thereon
(R. S., sec. 495). .Manufacturing and mining companies cannot encumber
their plant or mines or machinery without the vote of a majority of the stock-
holders (R. S., sec. 481). The power to consolidate is expressly given (R. S.,
sec. 628). Cumulative voting for directors is permitted ; also voting by proxy
(Laws of 1895, pp. 150 152, sec. 1 ; Laws of L891, p. 93, sec. 1 ; see also Laws
of 1903, p. 158).
Jones v. Hardware Co., 21 Col. 263; 40 Par. 457 j Spangler v. Butterfield, 6 Col.
856; Carpenter v. People, S Col 116; 5 Pac. 828; Mining Co. v. Bank, 2 Col.
248; Citj of Pueblo v. Company, 28 Col. 524 ; 67 Pac. 162.
5 Procuriug the Charter. — The certificate must be signed and ac-
knowledged I*, each of the incorporators. In practice it is well to execute
a sufficient number of original certificat to perraii the filing of
original in every county where the business of the corporation is to be cai i ied
eel! as in the office of the Secretary of State. \ oon as the certificate
lias been filed in the office of the recorder of deeds in eeu b ol the i oun
which the principal place of business Bhall be carried on as well as in the
• •.II, of State, the corporate existence commences (sees 17^1
175). The Secretary of certificate of authority to transact
business as a corporation within the State. The President and a majority
235
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
of the directors, after (he last installment of stock is paid in, must make a
certificate Btating the amount of the capital so fixed and paid in, which cer-
tificate -hall be signed and sworn to by the President and a majority of the
directors and must be recorded in the same office where the certificate of
incorporation is recorded (R. S., sees. 487, 491).
Austin v. Berlin, 13 Col. 198; 22 Pac. 433; Cook v. Mcrritt, 15 Col. 212; 25 Pac.
176 ; Matthews v. Patterson, 16 Col. 215; 26 Pac. 812; F. M. & Co. v. MacLeod, 8
Col. Ap. 190; 45 Pac. 282.
G. Corporate Indebtedness. — There is no statutory limitation upon the
amount of indebtedness which a corporation may incur.
7. Organization Fee. — There must be paid to the Secretary of State
$20 for filing the certificate of incorporation of companies with a capitaliza-
tion of not more than $50,000, and for every thousand dollars in excess
of 150,000, an organization tax of 20 cents per thousand is exacted (Laws of
1001, chap. 52, sec. 1).
Jones v. Company, 21 Col. 263 ; 40 Pac. 457.
8. Filing and Recording Fees. — There are no fees due the Secretary of
State for filing articles of incorporation other than payment of the organiza-
tion tax. For certified copy of articles of incorporation, 15 cents per folio of
one hundred words, and $1 for seal. For issuing certificate of authority
showing that all fees prescribed by law have been paid, $5 ; for filing and re-
cording impression of the corporate seal, $2.50; for filing certificate of pay-
ment of stock, $2.50 and upwards, according to capitalization. With respect
to fees of county recorder, wherein articles of incorporation are required to
be filed, the counties are graded for fee purposes. The filing fee there ranges
from 10 cents to 25 cents. If the articles are recorded, the fee ranges from
50 cents to $2 (Laws of 1901, pp. 116-121, sees. 1-10).
9. Commencing Business. — Corporations may begin business as soon as
their certificates have been filed, State fees paid, and certificate of payment
issued (Laws of 1901, chap. 52, sec. 1).
10. Organization Meeting. — The incorporators should sign a written
agreement fixing the time and place within the State for the organization of
the corporation. The incorporators may be represented by proxy if desired.
If the certificate of incorporation does not bestow upon directors the right to
make by-laws, the incorporators should adopt by-laws themselves. Immedi-
ately after the adjournment of the incorporators' organization meeting, the
board of directors named in the articles of incorporation should meet and
elect the officers of the corporation. The statutory officers are a president,
who must be chosen from among the directors, and such subordinate officers
as the company may by its by-laws designate.
Humphreys v. Mooney, 5 Col. 283.
11. Meetings of Stockholders and Directors. — Meetings of the
stockholders must be held at the office of the company within the State.
Directors' meetings may be held without the State only by making provision
therefor in the certificate of incorporation (II. S., sees. 481, 493).
Humphreys v. Mooney, 5 Col. 283; Jones v. Pearl M. Co., 20 Col. 417; 38 Pac.
700 ; Cook v. Hager, 3 Col. 386 ; Utlay v. Company, 4 Col. 371.
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be not less than three nor more than thirteen directors, all of
236
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
whom must be stockholders. In case of mining companies and banks
not more than nine are permitted. There are no residential requirements
(R. S., sec. 481; see also R. S., sec. 585; Laws of 1895, pp. 150-152, sec. 1).
b. Liabilities. — Directors are jointly and severally liable for the declara-
tion and payment of dividends which render it insolvent or which decrease
the amount of its capital stock. The extent of the liability is for all debts
of the corporation then existing and for all that shall thereafter be contracted
while the capital remains so diminished (R. S., sees. 491, 492, 494). They
are also liable for failure to file annual reports (Laws of 1901, chap. 52,
sec. 11), or to make certificates as to final payment of stock.
Nix v. Miller, 26 Col. 203; 57 Pac. 1084 ; Austin v. Berlin, 13 Col. 198; 22 Pac.
433 ; Matthews v. Patterson, 16 Col. 215 ; 26 Pac. 812 ; Larseu v. James, 1 Col. App.
313 ; 29 Pac. 183 ; Gregory v. Bank, 3 Col. 322 ; Col. Fuel Co. v. Lenhart, 6 Col. App.
511 ; 41 Pac. 834 ; Cook v. Merritt, 15 Col. 212 ; 25 Pac. 176.
13. Stockholders' Liabilities. — Stockholders are liable for corporate
debts to the extent of their unpaid subscriptions to the corporate stock (R. S.
sec. 486).
14. Stock Certificates — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws shall prescribe.
The par value of stock certificates must not be less than $1 nor more than
$100 (R. S., sec. 480).
15. Preferred Stock. — The issuance of preferred stock is not expressly
authorized by statute.
16. Payment of Capital Stock. — The corporation may purchase mines,
manufactories, and other property necessary for the corporate business, and
issue stock to the amount of the value thereof in payment therefor. Stock
so issued shall be declared full-paid stock and not liable to any further assess-
ments. Neither shall the stockholders be liable to any further payments
therefor. The constitutional provision (Cons., Art. XV. sec. 9) is that no
corporation shall issue stock or bonds except for labor done, service performed,
or money or property actually received (R. S., sec. 6 is).
17. Book3. — The directors are required to keep at the principal office or
place of business within the State correct books of account. These books
shall be open to the inspection of stockholders at any time. In addition to
the foregoing a stock register must be kept containing the names and resi-
dences of the stockholders, the number of shares held by them, the time when
they became or ceased to be stockholders, and the amount of stock actually
paid in and what proportion has been paid in cash. This book is open to the
inspection of stockholders and creditors during business hours (R. S., sees.
188, 508; I. ■■ ■ of L903, chap. 77).
18. Office. — The corporation must maintain an office within the State
(R. s.. Bee. 173).
19. Reports — Annually within sixty days from January 1st. reports
must be filed with the Secretary oi State, covering tin- names ami residences
of officers and directors, the amount of capital stock fixed, and the proportion
paid in; a statement of the manner of the payment of capital Btock, a state-
ment that the company is or is not engaged actively iii business within the
State, and other information n sary to -how the financial condition of the
company. Also the amount of indebtedness of the company at tie- date of
the filing of the report. (Mining, ditch, and power companies must include
other Statements.) In case of failure to file such report the officers and direc-
237
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
tors become liable for corporate indebtedness contracted during the preceding
year, or while such default continues (Laws of 1001, chap. 52, sec. 11). A
report of particulars of financial condition must also be made to the State Hoard
of Assessors, and filed before June 1st, under penalty of $100 per day for
d, fault (Laws of 1902, pp. 71-73, sec. 63).
20. Anti-Trust Statute. — There is no antitrust statute.
21. Statutory Grounds for Forfeiture of Charter. — Failure to pay
license tax subjects the corporation to forfeiting of charter at the instance of
the State (Laws of 1901, chap. 94, sec. 70 C).
22. Amendments. — By two-thirds vote of outstanding stock at a stock-
holders' meeting duly convened for that purpose, the articles may be amended
in any particular, except that the objects or purposes for which the corporation
is organized may not be altered and the rights of creditors must not be
prejudiced in diminishing the capital stock (11. S., sees. 477-479 as amended
by Laws of 1891, pp. 92, 93, sees. 1-6).
23. Annual Franchise Tax — Where the capitalization is less than
$25,000, there is no annual franchise tax exacted. In case the capitalization
is 625.000 or more, the annual franchise tax is two cents per thousand for
each thousand dollars (Laws of 1902, p. 73, sees. 64, 66). After January 1,
1905, this tax is payable to the Secretary of State (Laws of 1903, p. 155).
24. Extension of Corporate Existence. — In case a majority of the
stockholders of the corporation cast their vote at a meeting duly called for
that purpose in favor of renewing the corporate existence of the corporation,
the president and secretary thereof shall under the seal of the corporation
certify that fact, and shall make as many certificates as may be necessary so
as to file one in the office of the recorder of deeds in each county wherein
the corporation may do business, and one in the office of the Secretary of
State, and thereupon the corporate life of such corporation shall be renewed
for any term not exceeding twenty years. There must be paid to the Secre-
tary of State the same fee as is now required by law for filing certificates for
a new corporation (Laws of 1899, chap. 89 ; Laws of 1903, chap. 76, sec. 2).
Pratt v. Company, 1 Col. Dec. Supp. 171.
25. Dissolution. — If all debts are paid, a company may be dissolved by
the vote of two-thirds of the outstanding stock at a meeting of the stock-
holders called for that purpose. A certificate of such dissolution must be
filed and likewise published (Stat., sees. 497, 619, 620; Laws of 1891, p. 95,
sees. 1, 2 ; Laws of 1903, chap. 76, sec. 1).
Standley v. Company, 27 Col. 331 ; 61 Pac. 600.
26. Foreign Corporations. — A foreign corporation desiring to do any
business, institute or defend actions or hold property within the State is re-
quired to file with the Secretary of State a copy of its charter, or of its certif-
icate of incorporation, duly certified and authenticated by-the proper authority
from the State from which the charter issues. It must also file a certificate,
signed and acknowledged by the president and secretary, with the Secretary
of State and in the office of the recorder of deeds of the county or coun-
ties in which it proposes to carry on its business within the State, designating
the principal place wherein the business of said corporation is to be carried
on in the State, and appointing an agent at this principal place of business
upon whom process may be served. The license tax for foreign corpo-
rations is one-half more than for filing original certificates of domestic corpo-
238
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
rations. The annual license tax for foreign corporations is 4 cents on each
thousand dollars of its capital stock, but if the par value of its shares is less
than 81 per share the tax is 2^ cents per thousand shares (Stat., sees. 499,
500, 501; Laws of 1893, p. 88, amending sec. 499; Laws of 1902, p. 73,
sees. 65, 66; Laws of 1903, chap. 76, sees. 3-5). Must also file annual reports.
Miller i;. Williams, 27 Col. 34; 59 Pac. 740; Kephart v. People, 28 Col. 73; 62 Pac.
946; Iron Silver Miu. Co. v. Cowie, 31 Col. 450; 72 Pac. 1067.
CONNECTICUT.
(The references cited below are to the Session Laws of 1903, chap. 194, unless otherwise stated.)
1. Character of the Law under which Business Corporations may
incorporate. — The corporation laws of Connecticut including t lie Corpora-
tion Act of 1901 (General Statutes 1901, chap. 157) have been entirely
revised. The provisions of the General Statutes of 1902 have been repealed,
and the revised law — Laws of 1903, chap. 191 — has been substituted there-
for. Special acts are provided for the incorporation of banking, trust, building
and loan, insurance, surety, railway, street railway, telephone, telegraph, gas,
electric Light, and water companies. Corporations may, however, be incor-
porated for the purpose of transacting any of the said lines of business just
enumerated in any other State or foreign country if not prohibited by the
laws of such State or foreign country (sec. 62).
2. Incorporators. — Three or more. There are no residential require-
ments (sec. 62).
3. Contents of the Certificate of Incorporation. — The certificate
must set forth :
a. Name, which must be such as to distinguish it from any other corpora-
tion chartered by or organized under the laws of the State, and from any
corporation engaged in the same business or promoting or carrying out the
same purposes within the State. The name must begin with '"the'' and
end with the word "corporation," "company," or "incorporated'' (sees.
2,63).
h. Domiciliary Office. — The name of the town in the State in which the
corporation is to be Located (sec. 63).
c. Nature of the Business to be transacted or the Purposes to b< promoted or
I out. — The statute clearly contemplates that corporations may be or-
ganized for any number of purposes not covered by the special acts (sec. 63).
(I. Capital Stock. — The amount of the total authorized capital Btock, which
shall nut i»' less than 82,000; also the number of shares into which the -aim' is
divided, which shall not lie Less than 825. If there be more bl class of
■ description ol the general classes with the terms upon which they are
respectively created (sec. 63).
e. Commencing Business. — Amount of capital stock with which the corpo-
ration shall begin business, winch shall not be Lee than $1,000 i
/". Duration. — The period, if any, limited for the duration of the i
ration. The charter may be perpetual if desired
g. Regulation of Internal Affairs. — There maj also !»• in erted any lawful
provisions which the incorporators may i I inseii for the regulation of
tie/ 1> the corporation, or for denning or limine ■ the powers of the
corporation, its officers, directors, or any class of stockholders (sec. ,; I ).
239
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
1. Statutory Powers. — Tn addition to the statutory enumeration of the
powers of corporations (Laws of 1 908, chap. 194, sec. 3) corporations have
the following extraordinary powers: To carry on their business in any State
or Territory of the United States or in any foreign country. To share
profits with employees. To acquire its own stock. To voluntarily dis-
solve itself. To mortgage real and personal estate, including- its franchises,
and issue promissory notes, bonds, or other evidences of indebtedness. To
issue one or more classes of stock. To consolidate with another corporation
engaged in the same or similar line of business. To enforce a lien upon cor-
porate stock for all debts including assessments. To appoint an executive
committee from the board of directors. To vote by proxy and to purchase
and hold the stock of other corporations (sees. 3, 4, 9, 11, 21, 25, 27, 59, 75).
5. Procuring the Charter. — The certificate must be signed by each of
the incorporators, but it need not be acknowledged. It must then be approved
by the Secretary of State. The law provides that the corporate existence
shall begin upon the approval of such certificate by the Secretary of State.
It also provides that after such approval and until the directors are elected,
the incorporators shall have charge of the affairs of the corporation, and may
take such steps as are necessary to obtain subscriptions to its stock (sees.
60, 66).
5. G. & P. Co. v. Scholfield, 70 Conn. 500; 40 Atl. 182.
6. Corporate Indebtedness. — There is no limitation upon amount of
corporate indebtedness.
7. Organization Tax. — Fifty cents on every thousand dollars of its cap-
ital stock up to $5,000,000. Beyond that amount 10 cents upon every thousand
dollars of excess. The minimum fee however is $25 (sec. 61).
8. Filing and Recording Fee. — The Secretary of State is entitled to
receive in addition to the organization tax SI for recording certificate of in-
corporation and $1 for recording certificate of organization. For certified copy
of certificate of incorporation, 50 cents per legal page of two hundred and
eighty words. For recording in local county office, $1.
9. Commencing Business. — Corporations cannot commence business
until the amount of capital specified in the certificate of incorporation as the
amount with which it will begin business has been paid in, nor until its
directors and officers have been duly elected and its by-laws duly adopted, and
until a majority of the directors have filed with the Secretary of State a certifi-
cate of organization setting forth (1) The amount of each class of stock sub-
scribed for. (2) The amount paid thereon in cash. (3) The amount paid
thereon in property other than cash. (4) The amount paid on each share of
stock which has not been paid for in full. (5) The name and residence of
each of the original subscribers with the number and class of shares sub-
scribed for by each. (6) The directors and officers of the corporation have been
duly elected and by-laws adopted. (7) The name and residence and post-
office address of each of the officers and directors. A certified copy of said
certificate, duly certified by the Secretary of State, must be filed in the office
of the clerk of the town where the said corporation is to be located before the
corporation can commence business (sec. 69).
10. Organization Meeting. — A majority of the incorporators may call
the organization meeting at such time and place as may be designated by a
notice published twice at least seven days before the time designated in a
newspaper in the State having circulation in the town in which the corpora-
240
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
tion is located, and such notice may be waived by a writing signed by all the
subscribers to the stock, and a majority of the incorporators specify the time
and place for such meeting. When the meetiug is held, the subscribers for
the stock, who may be present in person or be represented by proxy, must
choose a temporary clerk, and proceed to the election by ballot of three or
more directors, who are subscribers to the capital stock, and shall adopt by-
laws for the regulation of the affairs of the corporation. Immediately upon
the adjournment of the organization meeting of the incorporators, the direc-
tors should meet and organize by choosing from among their number a presi-
dent and shall appoint a treasurer and secretary, and such other officers as
the by-laws shall prescribe. The same person may fill the offices of president
and treasurer or of secretary and treasurer (sees. 67-71 inclusive).
11. Meetings of Stockholders and Directors —Meetings of stock-
holders must be held at the office of the company within the State. Direc-
tors" meetings may be held without the State by making provision therefor
in the by-laws or by the consent of all the directors (sees. 3, 22).
McCall v. Company, 6 Conn. 428.
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors, who must be stockholders. There are no resi-
dential requirements. They may be divided into classes if desired (sec. 10).
The board of directors may appoint an executive committee if they see fit
(sec. 10). May adopt by-laws subject to those adopted by the stockholders.
b. Liabilities. — Every director voting for a dividend or other distribution
of assets, except from the net profits or actual surplus of the corporation, is
liable to a fine of not more than $500. If such payment or distribution
leaves the company insolvent, the directors so voting shall be jointly and
severally liable to the amount so paid or distributed to any creditors existing
at the date of such voting which shall have obtained judgment against such
corporation and on which execution shall have been returned unsatisfied.
Where the directors concur in a fraudulent overvaluation of property taken
in exchange for stock of the corporation, they are jointly and severally liable
to the corporation for the amount of the difference between the actual value
of any property so accepted in payment at the time of such indebtedness, and
the amount for which it is received in payment (sec. 5).
Davenport v. Lines, 72 Conn. 118 ; 44 Atl. 17.
13. Stockholders' Liabilities. — Stockholders, whether original sub-
scribers or not, are liable for any balance due on the stock held by them.
After the par value of their stock has been paid they are not liable for any
further assessments. They an- liable for causing insolvency by illegally
reducing stock (sees. 6, 16).
11. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him under the seal of the corporation Bigned by the presi-
dent or vice-president and by the secretary <>r assistant secretary or treas-
urer or assistant treasurer. The par value of stock certificates must not be
less than |25 i sees 15, 17. 63 |.
15. Preferred Stock. - Special authority to issue preferred stock i
by Btatuteif provision is made therefor in the certificate of incorporation.
The terms upon which such preferred Btoci is issued must be stated in the
certificate of incorporation I i c 63 \ ■ e also sec. l'">).
16 Payment of Capital Stock. — Stock m.r, be paid for either in cash
16 241
INCORPORATION AND ORG\NIZATION OF CORPORATIONS.
or ill property. If not paid for in cash, a majority of the directors shall make
and sign upon the corporate records a statement showing the property received
in payment for ,->tock and that it has an actual value equal to the amount for
which it was so received. The judgment of the directors as to the value of
til.' property upon this subject is made final. But the directors concurring in
the judgment of such valuation, in the case of fraud in the overvaluation of
such properly, are jointly and severally liable to the corporation for the differ-
ence between the actual value of such property so accepted in payment and the
amount for which it is received in payment (sec. 12).
17. Books. — The stock book or duplicate thereof, containing the names
and addresses of the stockholders and the number of shares held by them, shall
at all times during the usual hours of business be open to the examination of
every stockholder at its principal otlice and place of business in the State. If
a creditor makes an affidavit that he is a creditor of the corporation, the per-
son in charge of the stock books is obliged to furnish him information as to
the number of shares held by such stockholder in any corporation (sees. 18,3!)).
lleminway v. Ileminway, 58 Conn. 443 ; 19 Atl. 7G6.
18. Office. — The corporation must maintain an office within the State
(sec. 63).
19. Reports. — The president and treasurer must annually, on or before the
15th day of February or August, make, sign, swear to, and file in the office of
the Secretary of State a certificate setting forth as of the first day of January
or July immediately preceding: the name, residence, and post-office address
of all of the officers and directors; amount of outstanding capital stock which
has not been paid for in full, with the amount due thereon ; location of the
principal office within the State, with the street number if there be any, and
the name of the person in charge thereof upon whom process against the
corporation may be served. A certified copy of said certificate must be re-
corded in the office of the town clerk of the town in which said corporation is
located (sec. 37).
20. Anti-Trust Statute. — There is no anti-trust affidavit in force in
Connecticut.
21. Statutory Grounds for Forfeiture of Charter. — The grounds for
proceedings in the nature of quo warranto against corporations are to be
found in the Statutes of Conn. 1887, sees. 1296-1302 inclusive.
Pearce v. Olney, 20 Conn. 544 ; Hart v. Company, 40 Coun. 524.
22. Amendments. —Articles may be amended before commencing busi-
ness in any respect desired. The corporation may change its name, nature
of business, principal office, increase or reduce its capital stock, or make any
changes required by the approval of two-thirds of the stock issued and out-
standing of each class. A certificate setting forth the amendment and its
adoption must be filed in the same manner as the certificate of incorporation
(sees. 73, 74).
N. II. & 1). Ry. Co. v. Chapman, 38 Conn. 56.
23. Annual Franchise Tax. — There is no annual franchise tax.
_' 1 , Extension of Corporate Existence. — There is no provision for
extension of corporate existence.
25. Dissolution. — The franchise may be surrendered at any time before
any part of subscriptions are paid and business begun. Thereafter voluntary
dissolution may be accomplished by preliminary vote of the directors followed
bv the affirmative vote of three-fourths in interest of each class of stock issued
242
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
and outstanding. Minority stockholders owning one-tenth of the capital stock
may petition the court for dissolution (sees. 26-36 inclusive, 72).
26. Foreign Corporations. — Before a foreign corporation can transact
business in the State it must file in the office of the Secretary of State a
certified copy of its charter or certificate of incorporation, together with a
statement signed and sworn to by the president, treasurer, and a majority of
its directors, showing the amount of its authorized capital stock, the amount
paid thereon, if any, and if any part of such payment has been made otherwise
than in cash, said statement shall state the particulars thereof ; and must also
appoint in writing the Secretary of State to be its attorney upon whom pro-
cess may be served. Foreign corporations arc required to file annual reports
similar to those required of domestic corporations. The fee for filing certi-
fied copy of the charter is $10, and a further fee of $5 is charged for filing the
statement required bylaw (sees. 80 to 88 inclusive).
Farmers' Loan & Trust Co. v. Smith, 74 Conn. 625 ; 51 Atl. 609.
DELAWARE.
(The references cited below are to the Laws of 1903, chap. 394, unless otherwise stated.)
1. Character of the Law under -which Business Corporations may be
incorporated. — The Business Corporation Act of Delaware is to be found in
the I ['vision Act of L899, and amendments thereto found in the Session
Laws of 1901 and 1903. Under it parties may incorporate for any lawful
business except banking. Special provisions are to be found for incorporat-
ing railway companies for the purpose of operating railways within the State.
2. Incorporators. — There must be at least three incorporators. There
are no residential requirements (sec. 1).
3. Contents of the Certificate of Incorporation (sec. 5). — The certifi-
cate of incorporation must set forth :
a. Name. — The name of the corporation must contain one of the words
"association," "company," "corporation," "club," "incorporated,"' "soci-
ety," " union," or "syndicate." No name can be employed which dues not
serve to distinguish it from that, of any other corporation engaged in the
same business or promoting or carrying on the same objects or purposes
within the State.
//. Domiciliary Office. — The name of the city, county, or place within the
COUnty in which the principal office or place of business is to be located within
the SI
r. Purposes. — The nature of the business, objects, or purposes proposed to
d. promoted, or carried on. The Btatute clearly contemplates that
corporations may be organized for more than one purpose not covered by the
special acts. Banking is the only purpose forbidden to corporations organized
under the ' reneral Act.
ii. Capital Stock. The amount of capital which shall nol be less than
$2,000, the number of -hares into which the same is divided, and the par
value of each hare, which may be any amount, the amount of capital stock
with which it will commence business, which cannol be less than (1,000.
If the corporation is to have more than one class of Btock, a description of
each class t be given, with tie- terms on which the respective cla
stock are created.
243
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
e. Incorporators. — The name and place of residence of each of the original
subscribers to the capital stock, who are in practice the incorporators of the
company.
/'. Duration. — The corporation may have perpetual existence. If not, the
time when the existence is to commence and the time when its existence is to
cease must be atated.
g. Exemption of Stockholders from, Liability for Corporate Debts. — The
certificate must state whether the private property of the corporation shall be
subject to the payment of corporate debts, and if so to what extent.
h. Regulation of the Internal Affairs of the Corporation. —The certificate
may contain any provision desired for the regulation of the business and the
conduct of the affairs of the corporation, the directors and stockholders, or
any classes of stockholders permitted by law (sec. 5).
1. Statutory Powers. — In addition to the common law powers which
are enumerated in the statute, Delaware corporations have the following ad-
ditional powers: To guaranty, purchase, hold, assign, transfer, mortgage,
pledge, or otherwise dispose of stock and bonds of other corporations, and to
exercise in the case of stock the right to vote thereon. Corporations also
have power to acquire and hold their own shares, but not to vote thereon.
To conduct business in any State, Territory, or colony of the United States or
in any foreign country. To issue stock for property or services, and to forfeit
stock for non-payment of assessments ; to have one or more offices out of the
State, and to hold, purchase, mortgage, convey real and personal property out
of the State, provided such powers are included within the objects set forth in
the certificate of incorporation. To classify directors. The corporation also
has express power to create preferred stock, if desired, provided this power is
set forth in the articles of incorporation. The consolidation of corporations
carrying on any kind of business is expressly permitted. Also to authorize
voting by proxy, to forfeit stock for non-payment of assessments (sees. 2, 9,
13, 14, 17, 19, 22, 29, 59, 135).
State ex rel. White v. Hancock, 2 Pen. 252 ; 45 Atl. 851.
5. Procuring the Charter. — The certificate of incorporation must be
signed and acknowledged by each of the incorporators. The original certifi-
cate of incorporation is then recorded in the office of the Secretary of State
and a certified copy thereof recorded in the office of the recorder of deeds in the
county in which the principal office as stated in the certificate of incorporation
is located. When these acts have been completed, and the organization tax paid
to the Secretary of State, the corporate existence begins (sees. 5, G, 7, 11).
Collateral inquiry into legality of corporate existence is forbidden (sec. 68).
G. Corporate Indebtedness. — There is no limit upon the amount of in-
debtedness which a corporation may incur.
7. Organization Tax. — The organization tax is 15 cents for each thou-
sand dollars of the total authorized capital stock. Said tax, however, never to
be less than §20 (sec. 129).
8. Filing and Recording Fees. — To the Secretary of State for filing and
indexing certificate of incorporation, $2; for certified copy of the certificate of
incorporation to be filed in the office of the recorder of deeds, about §1.50.
Fee to the recorder of deeds for recording certified copy of the certificate of
incorporation averages about $4.50.
'■>. Commencing Business. — At least $1,000 of the capital stock must
be subscribed for before the corporation can begin business, if the corporate
244
SYNOPSIS- DIGEST OF INCORPORATION ACTS.
business is not begun in good faith within two years from the date of the in-
corporation, the franchise is subject to forfeiture (sees. 5, 67).
P. W. & B. R. R. Co. v. Kent Co. R. R. Co., 5 Houst. 127.
10. Organization Meeting. — This may be held either within or without
the State (sec. 30). The incorporators ordinarily sign a written agreement
fixing the time and place within the State for the organization of the corpora-
tion. The incorporators may be represented by prosy if desired. Until the
directors are elected the signers of the certificate of incorporation have by
statute control of the affairs and of the organization of the corporation, and
may take such steps as are proper to obtain the necessary subscriptions to
stock. As soon as the meeting is organized by the election of a chairman
and secretary, by-laws should be adopted. If the certificate of incorporation
so provides, the directors to be elected at the organization meeting of the
corporation may adopt by-laws. The incorporators should then proceed to
the election of not less than three directors. The directors must own at least
three shares of stock and one must be a resident of the State. The by-laws
may provide for the election of officers either by the stockholders or the direc-
tors. If by the stockholders, the election of the statutory officers should
be had before the adjournment of the organization meeting. Immediately
after the adjournment of the incorporators' meeting the directors named in
the articles of incorporation should meet and elect the officers of the corpora-
tion. The statutory officers are a president, secretary, and treasurer. The
president must be chosen from among the directors. The secretary and
treasurer may or may not be the same person, and if the corporation have a
vice-president, he may, if deemed advisable by the directors, hold the office
of vice-president and secretary or vice-president and treasurer, but not the
office of vice-president, secretary, and treasurer. The directors may, if au-
thorized by the by-laws or by a resolution passed by a majority of the whole
board, designate two or more of their number to constitute an executive com-
mittee, who shall have and exercise all the powers of the board of directors
in the management of the business affairs of the company (sees. 7, 8, 9, 11).
11. Meetings of Stockholders and Directors. — The stockholders and
directors may hold their meetings outside of the State if the by-laws so pro-
vide. It will be found more convenient to hold the organization meeting
within the State (sees. 30, 32).
1_'. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be a board of directors of not less than three directors, one of whom
must be a resident of the State. The directors must hold at least three shares
of stock. They may be divided into classes if desired. Power may be given
the directors to adopt by laws for the corporation, by inserting such a provi-
sion in the certificate of incorporation (sees. 9, V2).
f>. Liabilities. — Directors who knowingly cause to be published, or give
out or consent thereto in writing, a statement or report of the corporate
business or condition thai is false in any material respect, are jointly and
severally liable for any loss or damage resulting therefrom. Directors are
also liable for declaring dividends no! earned, forrefu ingto make certificates
of full payment of the capital Btock, and for nol producing list of stockholders
at election (sins. 28, 35, -57).
13. Stockholders' Liabilities. — Stockholders are only liable for their
unpaid stock subscriptions (sees. 20, 28).
1 1. Stock Certificate. — Every stockholder is entitled to have a stock
245
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
certificate issued to him signed by the president and treasurer. The par
value of Btock certificates may be any amount (sec. 15).
15. Preferred Stock. — Corporations have the power to create two or
more kinds of Btock with such preferences and voting powers and with such
restrictions or qualifications thereof as shall be stated or expressed in the cer-
tificate of incorporation. The preferred stock, however, must not exceed two-
thirds of the actual capital paid in in cash or property. The preferred stock
may, it" desired, be made subject to redemption at not less than par at a fixed
time and place to be fixed in the certificate of incorporation. Preferred stock-
holders shall be entitled to receive a fixed yearly dividend to be expressed in
the certificate, not exceeding eight per cent payable quarterly, half yearly
or yearly. Such dividends may be made cumulative. Preferred stock can-
not be created unless provided for in the original certificate or amended
certificate of incorporation. Corporations are authorized to issue bonds and
to confer upon the holders thereof the power to vote in respect to the corpo-
rate affairs and management of the company, to the same extent and in the
same manner as stockholders, if so provided in the certificate of incorporation
(sec. 13).
1G. Payment of Capital Stock. — The Delaware Constitution provides
(Cons., Art. IX. sec. 3), that no corporation shall issue stock except for
money paid, labor done, or personal property or real estate or leases thereof
actually received by the corporation, and no labor or property shall be
received in payment of stock at a greater price than the actual value at
the time the said labor was done or property delivered or title acquired. The
statute attempts to change the constitutional provision by providing that
in the absence of fraud in the transaction the judgment of the directors
as to the value of such labor or property, real estate or leases, shall be
conclusive (sec. 14).
17. Books. — The original or duplicate stock ledger containing the names
and addresses of the stockholders and the number of shares held by them
respectively must be kept at the principal office within the State. These are
open to the inspection of stockholders. The general books of account need
not be kept within the State (sec. 29).
18. Office. — The corporation must maintain a principal office or place
of business in the State, and have an agent, a resident of the State, in charge
thereof. A sign containing the name of the corporation must be displayed at
a conspicuous place in said office (sees. 32, 33, 137).
19. Reports. — Business corporations must file with the Secretary of
State on or before January 1st a report stating the date of election, principal
office within the State, names of officers, amount of authorized capital stock
and amount actually paid in, amount invested in manufacturing and mining
within the State. This report may be made by the president, treasurer, or
other corporate officer (Tax Law, sees. 2, 3).
20. Anti-Trust Statute. — There is none in force within the State.
21. Statutory Grounds for Forfeiture of Charter. — The statutory
grounds for forfeiture of charter are failure, for two years after the corpora-
tion is created, to commence in good faith the business to be promoted or
the objects or purposes for which it was organized. Also failure for two
successive years to pay the State tax assessed against it which it is required
to pay under the law, renders the charter void (sec. 67; Tax Law, sees. 10, 11).
22. Amendments. — The certificate of incorporation may be amended
before payment of any part of the capital by merely filing with the Secretary
246
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
of State an amended certificate of the filing and recording in the same
manner as the original certificate. Such amended certificate may modify,
change, or alter the original certificate if desired. Thereafter amendment
may be had by a resolution duly adopted by the board of directors in the
first instance, setting forth the amendment proposed, declaring its advisability,
and calling a meetiug of the stockholders. The amendment is adopted by a
majority vote of all the stockholders given at such meeting. The charter
may be amended in the following respects : Changing the corporate powers
and purposes, increasing or decreasing the authorized capital stock, changing
the number and par value of the shares, and changing the corporate
name (sees. 22, 25, *2G).
23. Annual Franchise Tax. — The annual franchise tax on the amount
of authorized capital stock actually paid in up to and including $3,000,000,
is one-twentieth of one per cent. When the latter exceeds $3,000,000 and
does not exceed $5,000,000, one-fortieth of one per cent and a further sum
of $30 per annum is exacted for every million dollars or part thereof in excess
of 95,000,000. Manufacturing or mining corporations having at least fifty
per cent of their capital stock issued and outstanding invested in manufactur-
ing and mining within the State are exempt from the tax (Tax Law, sec. 4).
The tax is due and payable on March 1st.
24. Extension of Corporate Existence. — Corporate existence maybe
extended by complying with the terms of the statute in such case made
and provided (sees. 131-131).
25. Dissolution. — Before payment of any part of the capital stock or
beginning business the incorporators may surrender their franchises by
filing in the office of the Secretary of State a certificate verified by a
majority of the incorporators to the effect that no part of the capital has
been paid and that such business has not been begun. A majority vote
of the directors cast in favor of the dissolution of the corporation, coupled
with the written consent of two-thirds in interest of the stockholders, affords
the necessary basis for a dissolution of the corporation by consent. In
addition to this, notice of the stockholders' meeting called for the purpose
of voting upon the question of dissolution must be published for four
successive weeks. The consent of the directors and officers must be certified
by the president, secretary, and treasurer and filed with the Secretary of
State, who issues his certificate that such consent has been filed, which
certificate must be published for four consecutive weeks. If all the stock-
holders consent in writing, no meeting or notice is required (sees. 38-58).
1 in. Hank v. Lockwood'a Adm'r, 2 JIarr. 8.
26. Foreign Corporations. — Before doing business within the Stale
a corporations are required to file with the Secretary of state a cer-
tified copj "t their certificate of incorporation, the name of tin' authorized
agent within the State, a Bwom itatement of assets and Liabilities, and
must pay to the Secretary of State a license fee of $50. The corporation
must also file with the clerk of the superior courts in each of the counties
of Delaware a certificate giving the name and re idence of the agent au-
thorized to accept service of pi pon the corporation (Laws of 1903,
chap. 895, sees. 1-1<>).
Deringere Adra'r i Deringera Vdm'r, 5 II"' bandard Sewing Machine Co.
v. Frame, 2 Pen. 130; 18 At) 188; I. ' Co.,3 Pen. 577 j 59 Ail. 542.
247
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
DISTRICT OF COLUMBIA.
(The references are to the District of Columbia Code (1902), unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act in force in the District of Columbia is to
be found in the United States Statutes at Large, Vol. 31, pp. 12-81 el seq.,
as amended by the Acts of January 31, 1902 (U. S. Stat, at L., Vol. 32, p. 2),
and Art of June 30, 1902 (U. *S. Stat, at L., Vol. 31, p. 529 et seq).
Under this act companies may be formed for the purpose of carrying on
any business or enterprise which may be lawfully conducted by an individual,
excepting banks, corporations formed to buy, sell, or deal in real property, rail-
ways, and such other enterprises or business as is provided for by special acts.
2. Incorporators. — There must be at least three incorporators. There
are no residential requirements (sec. 605).
3. Contents of the Certificate of Incorporation (sec. 606). The cer-
tificate must set for tli :
a. Name. — The act does not forbid the use of a name already in use.
b. Purposes. — Object for which it is formed. The recorder of deeds only
permits the insertion of one line of business in the certificate of incorporation.
(See sec. 612.)
c. Duration. — May be perpetual if desired.
d. Capital Stock. — Amount thereof and the number of shares. Both
may be any amount desired.
e. Trustees. — Number of trustees with the names of those who shall
manage the corporation for the first year.
/. Domiciliary Office. — Location of the office in the district in which the
operations of the company are to be carried on.
4. Statutory Powers. — In addition to a statutory enumeration of
common law powers the act authorized voting by proxy ; also forfeiture
of stock for non-payment of assessments. The statute expressly forbids the
purchase of stock in other corporations (sees. 607, 609, 613).
Scaidon v. Snow, 2 D. C. Ap. Cases, 137.
5. Procuring the Charter. — The charter must be subscribed and ac-
knowledged by each of the incorporators, and then filed in the office of the
recorder of deeds for the district (sees. 605, 607).
6. Corporate Indebtedness. — By implication the debts should not at
any time exceed the amount of capital stock (sec. 634).
7. Organization Tax. — There is no organization tax, the only expenso
being a nominal fee for recording the certificate of incorporation.
8. Filing and Recording Fees. — To the recorder of deeds, 50 cents for
the first two hundred words in articles of incorporation. 15 cents for each
hundred words in addition thereto, extra charge of 25 cents for each separate
acknowledgment over one. For each certificate and seal, 25 cents.
9. Commencing Business. — Business may be commenced as soon as the
articles are executed and filed as required by law. Before business can be
transacted ten per cent of the capital stock must be paid in either in money
or property at its actual value (sec. 6b)). Within thirty days after the
payment of the last instalment of the capital stock the president and a
majority of the trustees must make, verify, and record in the office of the
" 248
SYNOPSIS-DIGEST OF IXCOHPORATION ACTS.
recorder of deeds a certificate stating the amount of capital fixed by the
certificate and paid in (sec. 616).
10. Organization Meeting. — The organization meeting must be held
within the district (this in the absence of any statute expressly authoriz-
ing such meeting to be held without the district).
11 Meetings of Stockholders and Trustees. — Stockholders' meetings
must be held within the district. Owing to the provision that a majority
of the trustees must be residents of the district, it is in practice almost a
necessity to hold trustees' meetings in the district, where a majority of
the body is required to be present. In practice, however, through the ex-
pedient of the appointment of an executive committee, composed of a majority
of the board of trustees to whom is delegated all the powers of the full
board in the transaction of the business outside of the District of Columbia,
meetings of the trustees who are members of an executive committee can
be held outside of the district. Notice of the holding of annual meetings
for the election of trustees must be published in the district not less than
thirty clays previous thereto (sees. 60S, 609).
12. Trustees" Qualifications and Liabilities, a. Qualifications. — There
must be not less than three, nor more than fifteen trustees, who shall be
stockholders, and a majority citizens of the district (sec. 608).
b. Liabilities. — Trustees are jointly and severally liable for making false
certificates or reports, knowing the same to be false, which liability extends
to all debts of the company contracted while acting as such trustees (sees.
618, 619. 631). They are also liable for loans of money upon the security
of the company's own stock. They are also liable for illegal declaration of
dividends (sees. 621-623).
13. Stockholders' Liabilities. — All stockholders are severally liable to
the creditors of the corporation for the unpaid amount due on the shares
of stock held by them respectively, for all debts and contracts made by the
corporation until the whole amount of the capital stock of said company shall
have been paid in, and a certificate thereof shall have been made and recorded.
This certificate, signed and sworn to by a majority of the trustees and the
president, must within thirty day- after the payment of the last instalment of
the capital stock be recorded in the office of the register of deeds of the
district (sees. 615, 616).
1 1. Stock Certificates. — Each stockholder is entitled to a certificate
showing the number of shares owned by him, signed by such officers as the
by-lav. s may prescribe.
15. Preferred Stock. — There is no express provision authorizing the
issuance of preferred stock.
16. Payment of Capital Stock. — Stock may be paid for in money or
property at its actual cash value sec. 613).
17. Books. — A stock register must l>c kept within the district. This
Bhould l>" open to the inspection of stockholders and creditors (sees. 627,
628, 631, 632).
18. Office. — Every corporation must maintain an office at all times
within th^ district (sec. 606).
111. Reports. — Every corporation hall annually within twenty days
from the 1st of January make a report, which must be published in a
newspaper published in the district, stating the amount "t' capital and the
proportion actually paid ami the amount of existing debts, which report shall
249
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
ned by the president and a majority of the trustees and 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. The only penalty for failure to
inalc this report is that any creditor of the corporation may, by petition
for mandamus against the corporation, compel such publication to be made,
and in such case the court shall require the corporation to pay all expenses
of the proceeding including counsel fees. If any false report is made, all
officers who have signed the same knowing it to be false are individually
liable for all debts of the company contracted while they are stockholders
or officers thereof (sees. 617, 618).
20. Anti-Trust Statute. — There is no anti-trust statute specially ap-
plicable to the District of Columbia.
21. Statutory Grounds for Forfeiture of Charter. — The act does not
provide for forfeiture of charters.
See Gilbert v. Endowment Ass'n, 10 D. C. Ap. 316.
22. Amendments. — Articles may be amended for the purpose of increas-
ing or decreasing its capital stock and for the purpose of extending its
business (sees. 633-639).
23. Extension of Corporate Existence. — There is no provision for the
extension of corporate existence except by reincorporating under the general
statute.
24. Dissolution. — Corporations may be dissolved on application to the
court having jurisdiction, for cause shown (sees. 708-797).
Morrow v. Edwards, 9 Mackey, 475.
25. Annual Franchise Tax. — There is no annual franchise tax.
26. Foreign Corporations. — Foreign corporations may obtain a per-
mit to do business in the district if they desire to do so. They are, further,
required to publish in at least two daily newspapers published in the dis-
trict semi-annually during the months of March and September of each year,
a full statement under oath, showing their capital stock and the amount
paid in, the assets and liabilities, debts, deposits, dividends, dues as well as
other current expenses during six months ending January and July 1st pre-
ceding under penalty of revocation of license or permit to do business in the
district.
Eastern Trust & Banking Co. v. Willis, 6 D. C. Ap. 375.
FLORIDA.
(The references cited below are to the Revised Statutes, 1892, unless otherwise stated.)
1. Statute under which Business Corporations may incorporate. —
The Business Corporation Act of Florida is found in the Revised Statutes,
1892, sees. 2122-2158 inclusive and acts amendatory thereof. Special pro-
visions are made for banking, building, and loan, insurance, surety, railway,
canal, and telegraph companies.
2. Incorporators (Laws of 1901, chap. 4895). —Three or more persons.
There are no residential requirements (Laws of 1901, chap. 4895).
Brown v. Company, 19 Fla. 472.
3. Contents of the Charter. — The charter must set forth :
a. Name. — Similarity of names is forbidden.
b. Domiciliary Office. — The place or places of business must be set forth.
250
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
c. Purposes. — The general nature of the business or businesses to be
transacted. The statute clearly contemplates that corporations may be
created for more than one purpose, provided none of the purposes set forth
are covered by special acts.
d. Capital Stock. — The amount of the capital stock authorized, the number
and par value of the shares into which it is divided, and the terms and con-
ditions upon which it is to be paid in must be set forth. The par value of the
shares must not be less than ten dollars. The capitalization may be any
amoimt. If it is desired to pay in the capital stock in anything but money,
this fact must be stated in the charter. This statement should include a
provision either that the whole capital stock or some portion thereof shall be
payable in property, labor, or services at a just valuation to be fixed by the
incorporators or by the directors at a meeting called for that purpose (Laws
of 1901, chap. 4896).
e. Corporate Existence. — The charter may be perpetual if desired.
/. Corporate Ojficers. — The charter must designate the officers by whom
the business is to be conducted, the times at which they are elected, and the
names of the officers who are to conduct the business until those elected at
the fust election shall have qualified. The directors must all be stockholders.
The statutory officers are a president and treasurer or cashier and such other
officers as the by-laws may designate.
g. Corporate Indebtedness. — The highest amount of indebtedness to which
the corporation can at any time subject itself must be set forth.
h. Incorporators. — The names and residences of the incorporators must
be stated. The subscribing incorporators must also state the amount of stock
subscribed for by each. Such amount shall be not less than ten per cent of
the authorized capital stock (sec. 2123 as amended by Laws of 1901, chap.
4895).
4. Statutory Powers. — Florida statutes enumerate fully the common
law powers of corporations. The only additional powers conferred by stat-
ute are the right to vote by proxy and to forfeit stock for non-payment of
nents. The power to adopt by-laws may be delegated in the charter to
the directors if desired (sees. 2121, 2129, 2137, 2146).
5. Procuring the Charter. — The charter must be subscribed and ac-
knowledged by each of the incorporators. Then the proposed charter together
with notice of the intention to apply to the governor for letters patent thereon,
must be published for four weeks. oni.e each week, in some newspaper pub-
lished in the county where the principal place of business is to be located.
Thifl notice must be signed with the names of at least three of the incorpora-
tors and the propos.-d charter must be filed in the Secretary of State's office
during the four week- of publication Then the propo 1 charter, accom-
panied by proof of publication of notice, must be submitted to the governor,
who, if be finds it to be in propel form, and for objects authorized by law. and
that tie' formalities just referred to have been obse ved, will issue letters
patent to the corporation. The Secretary of State will then annex to the l< ttera
patent a certified copy of the charter, retaining the original on file and record-
ing it. The organization tax must be paid to the Secretary of State, who
issues a certified copy of the charter. Corporate existence comraenci
the tine' the certified copy of tie' charter is issued by the Secr< tar;, of state.
The statute specifically provides that l.-tt. I or a certified copy thereof,
shall be conclusive evidence as to the existence of the corporation in all
251
[NCORPORA.TION AND ORGANIZATION OP CORPORATIONS.
actions and proceedings where the question of its existence is only collaterally
involved, and prima facie evidence in all other actions and proceedings (sees.
2124-2126, 2159).
6. Corporate Indebtedness. — There is no statutory limitation upon the
amount of corporate indebtedness.
7. Organization Tax. — Two dollars upon each thousand dollars of the
capital stock, provided no fee shall be less than $5 or more than $250 (sec.
2125 as amended by Laws of 1901, chap. 4895).
8. Filing and Recording Fees. — To the Secretary of State, in addition to
the payment of organization tax, there must be paid a filing fee of $1. The
average charge for certified copy of letters patent and charter is $3.50. For
publication, usually about $10. For recording certificate of incorporation
together with affidavit of the treasurer as to amount of capital stock paid in,
in the office of the clerk of the circuit court in the county where the corpora-
tion does business, the fees usually amount to about $3.50.
9. Commencing Business. — Before commencing business letters patent
together with a certified copy of the charter must be recorded in the office of
the clerk of the circuit court of the county where the principal place of busi-
ness is located. There must also be filed with the Secretary of State and with
said clerk of the circuit court duplicate affidavits by the treasurer of the
corporation that ten per cent of the capital stock has been subscribed and
paid. The organization tax must likewise be paid (sec. 2127).
10. Organization Meeting. — Must be held within the State (sec. 2141).
11. Meetings of Stockholders and Directors. — Stockholders must hold
their meetings within the State. The directors may hold their meetings
without the state if the by-laws so provide (sees. 2137, 2141).
Duke v. Taylor, 37 Fla. 64 ; 19 So. 172.
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
number of directors is not limited by law. They must all be stockholders.
There are no residential requirements (sees. 2121, 2138).
b. Liabilities. — Directors participating in the direction of illegal dividends
are jointly and severally liable for the debts of the corporation then existing
to the extent of the dividend declared, unless they at the time object to the
declaration of the dividend in writing (sec. 2163).
13. Stockholders' Liabilities. — Stockholders are liable to the extent
of their unpaid stock subscriptions (sec. 2152; see also sec. 2127).
Gibbs v. Davis, 27 Fla. 531, 8 So. 633.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws may designate for
that purpose. The par value of stock certificates may be any amount uot less
than 810 (Laws of 1901, chap. 4896).
15. Preferred Stock. — There is no statutory provision expressly author-
izing the issuance of preferred stock.
16. Payment of Capital Stock. — Unless otherwise provided in the
charter, stock subscriptions must be paid in cash. Incorporators may how-
ever provide in the charter that the capital stock, either in whole or in part,
shall be payable in property, labor, or services at a valuation to be fixed in the
charter. The charter must also set forth the general description of the prop-
erty to be taken in exchange for stock (sec. 2128 as amended by Laws of
1901, chap. 4896).
252
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
17. Books. — The secretary or other officer who by the by-laws is made
the custodian of its books, is required to keep the same in his possession at all
times during business hours, and have the same ready to be inspected by any
officer, director, or committee appointed by the stockholders representing one-
tenth of all the subscribed stock. The treasurer or cashier is required to
keep a stock book containing a list of the stockholders with the number of
shares owned by each, which is subject to inspection by any stockholder upon
written application (sees. 2133, 2147).
18. Office. — Every corporation must have a place of business within the
State, and the custodian of its books and papers must reside within the State
(sec. 2133; see also sec. 2123 as amended by Laws of 1901, chap. 4S95).
19. Reports. — The corporation shall annually make a report to the State
comptroller containing the name and residence of each stockholder, with the
number of shares and the par and cash market value of such shares, the whole
amount of capital stock, the amount actually paid in, the real estate subject
to assessment of taxes, and the personal estate. A statement of the amount
of capital stock subscribed and the amount actually paid in and of the in-
debtedness of the corporation shall be filed once every six months in the
office of the State comptroller (sees. 2136, 2131).
20. Anti-Trust Statute. — Trusts to control meats, cattle, or edible
animals are prohibited (Laws of 1897, chap. 4534).
21. Statutory Grounds for Forfeiture of Charter. — Diversion by a
corporation of its funds or property to objects other than those named in the
charter or to payment of dividends, leaving insufficient funds to meet out-
standing liabilities, work a forfeiture of the charter (sec. 2162).
22. Amendments. — To change the name of a corporation a resolution
to that effect must be passed by a majority vote of the stockholders at a
meeting called for that purpose, and a certificate setting forth such resolution
under the corporate seal (attested by the secretary) must be filed in the office
of the Secretary of State. Thereupon letters patent shall issue, reciting the
change in name, which must be recorded in the Secretary of State's office and in
the office of the clerk of the circuit court where the original charter is recorded.
With respect to increasing or reducing the capital stock, the statute reads
that any corporation desiring to alter or amend its charter shall do so in
a certain prescribed manner as set forth in the statute. To increase the
capital stock, notice of the meeting of stockholders called for that purpose
moat be published once a week for four consecutive weeks prior thereto in
one newspaper published in the county. In addition to this the usual notice
for stockholders' meetings provided Eor in the by-laws must be served upon or
mailed to the stockholders, [f at Buch meeting two-thirds of all the stock-
holders vote to increase the capital stock, the president within thirty days
thereafter must make a return to the Secretary of State under oath of the
amount of such increase and the terms on which said capital stock is issued,
and from the time the said return is filed the increase of stock shall be au-
thorized, and when issued shall b >me a part of the capital. At the same
time the capitalization tax must be paid upon the amount of increased capital
stock. To reduce the capital Btocfa or alter or change the par value of the
shares thereof requires the unanimous vote of all the stockholders casl at a
meeting railed in the same manner as is above referred to in the ease of the
increas of the capital stock. In or' lei- to legalize the reduction of the capital
stock, the president must make within thirty days thereafter Under oath his
253
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
return to the Secretary of State of the amount of such decrease, and upon
his affidavit must be endorsed a certificate of the stale comptroller that in his
judgment the ability of the corporation to meet its outstanding liabilities and
debts will not be impaired thereby.
1\> amend the charter in other respects a meeting must be called in the man-
ner set forth above with reference to increasing or reducing the capitalization.
At this meeting the proposed amendment must receive a vote of three-fourths
of the outstanding capital stock. If the proposed amendment is adopted, the
corporation must then give four weeks' notice, once each week, of intention to
apply to the governor therefor, in some newspaper published in the county
wherein the principal place of business is located, setting forth the desired
alteration or amendment. The corporation must then prepare a certificate
which shall be tiled in the Secretary of State's office during the time of publi-
cation, and afterwards, together with the proof of publication of notice.
These are all submitted to the governor, who, if the same are found in proper
form and legally adopted, if the proposed amendment will be beneficial and
lawful and of interest to the community and in accord with the purposes of
the charter, will approve the same, and thereupon letters patent shall issue
reciting the amendment, and the same shall then be recorded in the office of
the Secretary of State and in the office of the clerk of the circuit court where
the original charter was recorded (sees. 2148, 2149, 2150, 2151).
23. Annual License Tax. — There is no annual license tax.
24. Extension of Corporate Existence. — The statute makes no specific
provision for extension of corporate existence. (See, however, sec. 2150.)
25. Dissolution. — A majority in interest of the stockholders may peti-
tion the circuit court for the dissolution of the corporation, and the court
after publication for a reasonable period may hear the matter and may decree
a dissolution (R. S., sec. 2157).
Gibbs v. Davis, 27 Fla. 531 ; 8 So. 633.
26. Foreign Corporations. — There are no statutory provisions prescrib-
ing the conditions upon which foreign corporations may do business in this
State.
Duke v. Taylor, 37 Fla. 64; 19 So. 172.
GEORGIA.
(The references cited below are to the Code of Georgia, 1805, unless otherwise stated.)
1 . Statute under which Business Corporations may incorporate. —
The Business Corporation Act of Georgia is to be found in the provisions of
sees. 1831-1891, 2350, of the Civil Code of 1895. Under it a private corpora-
tion may be formed for any purpose except banking, insurance, railway, canal
navigation, express and telegraph companies, by application to the superior
court of the county in which the corporation desires to transact business.
2. Incorporators. — There must be at least two incorporators. There
are no residential requirements (sec. 2350; see also sec. 1854).
3. Contents of Petition for Charter. — The petition addressed to the
Superior Court must state :
a. Purposes. — The objects of the corporation and the particular business
proposed to be carried on. It is doubtful whether under this section a cor-
poration may be incorporated to carry on more than one line of business.
254
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
b. Name. — Similarity of names is not permitted.
c. Capital Stock. — The amount of capital stock to be employed and
actually paid in. Capital stock may be any amount.
d. Domiciliary Office — The principal place of business must be set forth.
e. Duration. — Corporate existence is limited to twenty years (sec. 2350).
4. Statutory Powers — In addition to a statutory enumeration of com-
mon law powers, the following additional powers are conferred : To receive
donations by gift or will; to create a lien upon the stock for debts due from
stockholders (sees. 1852, 2825). The rights of majority and minority stock-
holders are enumerated in the statute (sees. 1859, 1860). Corporations are
forbidden to buy stock in other corporations. Corporators have an interest in
the franchises of the corporation of which they cannot be deprived except by
due process of the law. Mandamus will lie agaiast the corporation to enforce
such right if there is no other legal remedy (Cons., Art. IV. sec. 2, p. 4).
Trust Co. v. State, 109 Ga. 736; 35 S. E. 323.
5. Procuring the Charter — The petition must be published once a week
for four consecutive weeks in the nearest newspaper to the point where the
corporate business is to be carried on. When the court grants a petition by
order to that effect, the petition and the order must be recorded by the clerk
of the superior court in the record of "Superior Court charters." The pro-
ceedings must also be recorded in the minutes of the court as part of the
proceedings thereof. The order itself is to the effect that the petitioners and
th.-ir successors are incorporated for a term of not exceeding twenty years,
with the privilege of renewal at the expiration of that time in the manner
provided by statute. Before business can be commenced ten per cent of the
authorized capital stock must be paid in. Corporate business must be com-
menced within two years after the issuance of the charter (sec. L':i5(t).
Existence of a corporation cannot be collaterally attacked. All who have
dealt with the corporation as such are estopped from denying its corporate
•nee.
6. Corporate Indebtedness. —There is no statutory limitation upon the
amount of corporate Indebtedness. It the corporal i lesires to issue bonds,
it must furnish to the Secretary of State a certified .statement in relation
thereto (Laws of 1900, chap. 139).
7. Organization Tax. — There is no organization tax imposed as such in
Georgia. Under the statute the clerk of the court has power to collect the
usual tees allowed tor similar services in other cases. These lees \ar V from
|10 to
8. Filing and Recording Fees. The average cost for filing petition for
charter in the office of the county clerk and for docketing and spreadiug the
order granting petition on the minutes, 812.50. The cost of certified copy of
the charter is $2.50 5 cosl of publishing articles of incorporati lepends
"I""' whether tic publication is made in a county or city newspaper,. and
range I rom 85 to 820,
[). Commencing Business. — Corporations before commencing business
must pay in ten per cent of the authorized capital stoc »0) Business
must be commenced within two year (sec. 2350). In order to avoid liability,
the inc.,] porators must see th.it the minimum capital Btoct ha be* □ ub cribed
lor befoi e commencing business.
McCandlesB t>. Company, 115 Ga 968; 12 8 I 149.
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
10. Organization Meeting. — Tn the absence of any statute expressly
authorizing the holding of meetings elsewhere, organization meetings must be
held within the Stale.
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must be held within the State. Directors 1 meetings may be held without
the State if the by-laws so provide.
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
statute makes no special provision with relation to directors other than
to provide that they shall represent the corporation and its stockholders.
Their number, qualifications, term of office, and powers are left largely
for determination to the by-laws adopted by the incorporators (sees. 1858,
1861).
b. Liabilities. — Directors are liable for the declaration of any dividend or
the distribution of money among the stockholders as profits when such
dividend or money is not the legitimate proceeds of such investments. (See
Code, sec. 691 ; Laws of 1902, chap. 131, p. 58).
13. Stockholders' Liabilities. — Stockholders are liable for the debts of
the company only to the extent of their unpaid stock subscriptions. Stock-
holders who are incorporators and who organize the company and transact
business under that name before the minimum amount of capital stock has
been subscribed for, are liable to creditors to make good the minimum stock
with interest (sees. 1889, 1890, 2350). Whenever a stockholder purchases
stock upon which there is a liability for unpaid subscriptions it shall be
exempt from further liability unless the corporation fails within six months
from the date of the transfer (sec. 18S8).
Fouche v. Bank of Rome, 110 Ga. 827 ; 36 S. E. 256 ; "Wilkinson. v. Bertock, 111 Ga.
187 ; 36 S. E. 623; Harrell v. Blount, 112 Ga. 711 ; 38 S. E. 56.
1-1. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws may designate
for that purpose. The par value of stock certificates may be any amount.
15. Preferred Stock. — There is no statutory provision expressly au-
thorizing the issuance of preferred stock.
10. Payment of Capital Stock. — The statute does not authorize in
express terms the issuance of capital stock for anything except cash.
See Hayden v. Atlanta Cotton Factory, 61 Ga. 233.
17. Books. — The corporation is required to keep a stock register which
is open to the inspection of creditors (Penal Code, sees. 594, 1891).
18. Office. — Every corporation must maintain an office within the State.
19. Reports. — No annual reports are required.
20. Anti-Trust Statute. — By statute all combinations made with a view
to lessen free competition in the importation or sale of articles or in the
manufacture or sale of articles of domestic growth are illegal and void (Laws
of 1890, chap. 122).
21. Amendments. — The statute does not give the right of amendment
save in one or two particulars to ordinary business corporations. If the char-
ter so provides, provision may be made for increasing or decreasing the stock
(sees. 1840, 2350, sub. 6).
22. Annual License Tax. — There is no annual license tax.
■_' ;. Extension of Corporate Existence. — Corporate existence may be
extended by complying with the statutes in that regard (sec. 2350, sub. 7).
256
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
24. Dissolution. — Corporations may be voluntarily dissolved by a sur-
render of its franchises to the State. This is ordinarily done by application
to the court. The court has statutory power to appoint a receiver, and to
administer the assets (sees. 1882, 1884, 1886). The death of all the members
of the corporation or so many of them as to leave it impossible under the
charter to provide succession is a dissolution thereof. (See also sees. 1883-1 S87.)
25. Foreign Corporations. — Foreign corporations of States which give
like recognition to corporations incorporated in Georgia are recognized upon
principles of comity. There are a few minor statutory requirements relative
to doing business within the State. (See sees. 1846-1850.)
V. B. R. R. Co. v. E. T. & G. R. R. Co., 14 Ga. 327 ; A. C. Society v. Gartell, 23 Ga.
448.
IDAHO.
(The references cited below are to the Revised Statutes of Idaho, 1887, unless otherwise stated.)
1. Statute under which Business Corporations may be incorpo-
rated. — The Business Corporation Act of Idaho is found in the Revised
Statutes of that State, sees. 2575 to 2653, as amended by the Act of March 11,
1901. Special acts are provided for bridge, ferry, flume, boom, gas, fidelity,
domestic insurance, railway, telegraph, telephone, water and canal companies.
2. Incorporators. — The incorporators may be any number of persons
not less than five, one of whom must be a resident freeholder of the State
(sec. 2576 as amended by Laws of 1899, p. 404).
3. Contents of the Articles of Incorporation. — The articles must
set forth :
a. Name. — Similarity of names is not forbidden.
b. Purposes. — The statute uses the singular noun "purpose." In prac-
tice, however, the Secretary of State allows articles to be filed providing for
any number of purposes not covered by special acts.
c. Domiciliary Office. — The place where the principal business is to be
transacted must be set forth.
il. Corporate Existence. — May be any number of years not exceeding
fifty.
e. Board of Directors. — The number of the directors and the names and
residences of those who are appointed for the first year. The number must
he DOt less than five, nor more than eleven. The directors must all be stock-
holders and a majority residents of the State.
/'. Capital Stock. — The amount of th<' capital stock and the number of
shares into which it is divided. The capital stock as well as the par value of
the shares may be any amount.
(j. Siork Subscriptions. If there is capital stork, the amount actually
subscribed and by whom Bhonld be Bet forth (sec. 2579),
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers the following additional powers are granted: To remove
directors; to authorize voting by proxy; to forfeit stock for non paymenl of
merits ; to extend corporate existence (sees. 2688, 2597, 2599, 2614-
2628 inolu ive, 263
5. Procuring the Charter —The articles must be subscribed and
acknowledged by each of the incorporators. The articles must, then be filed in
the office of the county recorder of the county in which the principal place of
business of the company is to be transacted, and a copy thereof, certified by
17 257
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
such recorder, must be filed with the Secretary of State. Thereupon the
Secretary of State issues to the corporation a certificate that a copy of the
articles containing the required statement of facts has been filed in his office.
Thereupon the corporate existence commences. If it is proposed to purchase or
locate property in any other county of the State, there must be filed with the
county recorder of that county within sixty days after such purchase or loca-
tion is made, a certified copy of the articles of incorporation. The due incor-
poration of any company or its right to exercise corporate powers cannot be
inquired into collaterally in any private suit to which such de facto corporation
may be a party (sees. 2581, 2584, 2587, 2G36).
6. Corporate Indebtedness. — Must not exceed amount of authorized
capital stock (sec. 2G37).
7. Organization Tax. — When the capital stock does not exceed $25,000,
the organization tax is $5; when it does not exceed $100,000, $10; when it
does not exceed $500,000, $20; for all capitalization in excess of $500,000, $25
(Laws of 1901, p. 141).
8. Filing and Recording Fees. — To Secretary of State for copy of
articles of incorporation, 20 cents per folio; for affixing his certificate and
seal of State thereto, $1 ; for recording articles of incorporation, 20 cents
per folio; for issuing each certificate of incorporation, $3; for recording
articles in recorder's office in local county, 50 cents; for certified copy of
articles of incorporation by recorder of county where principal place of busi-
ness is located, 20 cents per thousand words.
0. Commencing Business. — Corporations may commence business as
soon as the articles of incorporation are filed. Within one month after filing
the articles of incorporation a code of by-laws must be adopted. If the corpo-
ration does not organize and commence business or the construction of its
works within one year from the date of its incorporation, its corporate powers
cease (sees. 2584, 2587, 2588, 203G).
10. Organization Meeting. — The incorporators within one month from
the date the charter is issued should sign a written agreement fixing the time
and place within the State for the organization of the corporation. In the
absence of such written agreement the meeting is called by advertisement of
it in advance of the date of the meeting in some newspaper published in the
county in which the principal place of business of the corporation is located.
The written assent of the holders of two-thirds of the stock subscribed or
two-thirds of the members shall be sufficient to adopt a code of by-laws with-
out a meeting for that purpose. The statute sets forth certain matters which
may be covered by the by-laws including penalties for violation of by-laws not
exceeding in any case 8100 for anyone offence. The by-laws must be certified
by a majority of the directors and the secretary of the corporation and copied
in the book of by-laws to be kept at the principal office of the corporation
within the State. Immediately after the adjournment of the incorporators'
meeting the directors named in the articles of incorporation should meet, and
after the election of a chairman and secretary should proceed to the election
of the officers named in the by-laws. These officers under the statute must
consist of a president, who is himself a director, and a secretary and treasurer.
The law provides that at the first meeting at which the by-laws are adopted,
or at such subsequent meeting as may be then designated, directors must be
elected to hold their office for one year and until their successors are elected
and qualify. Organization meeting must be held within the State in the
258
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
absence of any statute authorizing such meetings to ho held without the State
(sec. 2593).
11. Meetings of Stockholders and Directors. — All meetings of direc-
tors and stockholders must be held at the principal place of business of the
corporation presumably within the State (sec. 2606.)
1l'. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be not less than five directors and not more than eleven, all of whom must
be stockholders and a majority citizens and residents of the State (sec. 2592
as amended by Laws of 1899, p. 404).
b. Liabilities. — Directors are jointly and severally liable for authorizing
the payment of dividends other than from the surplus profits arising from the
business. They are also liable for dividing or withdrawing or paying to the
Stockholders any part of the capital stock unless they enter their" dissent on
the minutes of the directors at the time, or when not present as soon as thev
are informed of the action referred to. They are also subject to further
liability for certain acts specified in the Revised Statutes (sees. 2596, 2603,
7111-7127 inclusive).
13. Stockholders' Liabilities. — Stockholders are liable for the amount
unpaid upon the par or face value of the shares owned by them. To avail
themselves of this provision of the statute they must cause to be written or
printed under the corporate name on its stock certificates, letters, bill heads,
and all official documents the word "limited" (Laws of 1899, p. 115,
amending EL S., sec. 2609 ; see also Cons., Art. XI. sec. 17).
1 1. Preferred Stock. — There is no statutory provision expressly author-
izing the issuance of preferred stock.
15. Payment of Capital Stock. — Under the Idaho Constitution no cor-
poration can issue stock except for labor done, services performed, or money
or property actually received. The statute however provides that money
actually paid upon the indebtedness of the corporation as provided by such
statute may be credited upon stock subscriptions to the full amount so paid
(Cons., Art. XI. sec. 9; Laws of 1899, p. 115, amending sec. 2609).
16. Books. —The stock and transfer books must be kept within the State
at the principal office of the corporation. Also a book of by-laws must be
kept at the company's office within the State. All books are open to inspec-
tion of stockholders and creditors (sees. 2591, 2639, 2610).
17. Stock Certificates. — Each stockholder is entitled to a certificate
showing the number of shares owned by him, signed by the president and
secretary (sec. 2610).
18. Office. — Every corporation must maintain an office within the State
2591, 2640).
1!'. Reports. — ■ No reports are required to be filed.
20. Anti-Trust Statute. — Combinations for fixing prices on any article
of commerce, of produce, of sale, or of consumption by the people are illegal.
See Cons , Art. XI. sec. 18.)
21. Statutory Ground for Forfeiture of Charter. — Failure to organize
and tran act the corporate bu i ies or the construction oi corporate works
within one year from the date of incorporation is a ground fur forfeiture
(sec. 2686).
22. Extension of Corporate Existence. — Every corporation formed
for a peril,,! lea than fifty years may, at any time prior to the expiration ,,f
the term of its corporate existence, extend sucb term to a period ool <
259
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Ino: fifty years from its formation. Such extension may be made by a two-
thirds vote of the stockholders cast at a meeting called by the directors for
thai purpose. The certificate of the proceedings must be signed by the chair-
man and secretary of the meeting and be filed in the office of the county recorder
where the original articles of incorporation are filed, and a certified copy
thereof must be filed in the office of the Secretary of State (sees. 2649, 2050).
28. Annual License Tax. — There is no annual license tax.
24. Amendments. — Articles may be amended for the purpose of in-
creasing or decreasing the capital stock, by a majority vote of the directors
calling a meeting of the stockholders for that purpose. At this meeting two-
thirds of the capital stock must vote in favor of increasing or decreasing the
capital stock. The written assent of the holders of three-fourths of the sub-
scribed capital stock is as effectual to authorize the increasing or decreasing
of the capital stock as if the meeting were called and held (R. S., sec. 2637).
The act also authorizes an increase in the number of directors (sec. 2579),
and a change in the location of the principal place of business (sec. 2G08).
25. Dissolution. — Corporations may be dissolved upon application to
the courts (sees. 2648, 5184-5191).
S. S. T. & Co. v. Piper, 4 Idaho, 463 ; 40 Pac. 144.
26. Foreign Corporations. — Every foreign corporation before doing busi-
ness within the State must file with the county recorder of the county in which
its principal business is to be transacted a copy of its articles of incorporation,
certified by the Secretary of State of the State in which said corporation was
organized, and file in the office of the Secretary of State a copy of the articles
certified by the recorder, and pay the same fees as provided for incorporating
domestic corporations. Must also file in the office of the clerk of the district
court of the county where such principal place of business is to be located
and also in the office of the Secretary of State a designation of some person
residing in said county, on whom process may be served (Cons., Art. XI. sec.
10 ; R. S., sec. 2653, as amended by Laws of 1903, pp. 49-50).
Vermont Loan & Trust Co. v. Hoffman, 5 Idaho, 376 ; 49 Pac. 314 ; Boyer v. W.
P. R. R. Co., Idaho ; 66 Pac. 826 ; Thum v. Pyke, Idaho; 66 Pac. 167.
ILLINOIS.
(The references cited below are to the Revised Statutes, 1899, chap. 32, unless other-
wise stated.)
1 . Statute under which Business Corporations may be incorporated.
— The Business Corporation Act of Illinois is found in the Revised Statutes of
that State, sees. 985-1063 inclusive. Special acts are provided for banking,
insurance, real estate, brokerage, and railway corporations (sec. 1).
2. Incorporators. — Any number of persons not less than three nor
more than seven may form a corporation. There are no residential require-
ments (sec. 2).
3. Statement of Incorporators (sec. 2). — The incorporators must make
a statement setting forth :
a. The Name of the Proposed Corporation. — Similarity of names is for
bidden (sees. 2, 28j£).
b. Purpose. —The statute uses the singular noun "object." The Secre-
tary of State permits the insertion of any number of purposes not covered by
special acts.
260
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
c. Capital Stock. — Capital stock may be any amount.
d. Number of Shares. — The par value of the shares must be not less than
$10 nor more than $100 (sec. 7).
e. Domiciliary Office. — The location of the principal office within the
State.
/. Duration. — The corporate existence cannot exceed ninety-nine years.
4. Statutory Powers. — The statute enumerates the common law powers
of corporations. There is a limitation even on these to the extent that all
real estate acquired by the corporation in satisfaction of any liability shall be
offered at public auction at least once in every year unless the same is neces-
sary and suitable for the business of the corporation. The power to adopt
by-laws is granted to the board of directors (sec. 6). The statute expressly
authorizes mining and manufacturing corporations to hold stock of one or
more railroads connecting different plants of the corporation with each other
and with other railroads or wharves. Whenever consolidation takes place
the consolidated company is liable for all debts of the two consolidated cor-
porations. Power is also given to authorize voting of stockholders by proxy,
to permit cumulative voting for directors, to classify directors, and to forfeit
stock for non-payment of assessments (sees. 3, 5, 7; Cons., Art. XI. sec. 3).
Com. N. B. v. Burch, 141 111. 519; 31 N. E. 420.
5. Procuring the Charter. — The statement must be signed and acknowl-
edged by each of the incorporators, and must then be filed in the office of the
Secretary of State. The latter will then issue to the incorporators a license
as commissioners to open books to the subscription for capital stock at such
times and places as they may determine. As soon as the capital stock is
fully subscribed the commissioners must convene a meeting of the subscribers
for the purpose of electing directors and the transaction of such other busi-
ness as may be proper. Unless the time and place of the meeting are fixed by
consent, written notice thereof must be given to each subscriber at least ten
days in advance. The commissioners then make a full report of their pro-
ceedings, including a copy of the notice of the meeting or agreement fixing
the time and place of such meeting together with a copy of the subscription
list, tlie names of the directors elected and their terms of office, which report,
after having been sworn to by a majority of the commissioners, is filed in the
office of the Secretary of State. There must also be filed with the Secretary
(if State a statement setting forth the post-office address of the corporation's
business office, giving street ami number. The Secretary of State thereupon
issues a certificate of complete organization of the corporation. This last must
!).■ filed in the office of the recorder <>f deeds of the county where the principal
office of the corporation i.^ Incited. Upon the recording of the latter the cor-
poration is deemed fully organized and may proceed to business (sees. 2, 3;
Laws of 1901, p. 124).
People v. Rose, 188 111 268 59 \. lv 432.
6. Corporate Indebtedness - Corporate indebtedness should not ex-
oeed lie' authorized capital stork (sec 16),
7. Organization Tax. —The organization tax on any capitalization up to
12,600 i- |30; up to 95,000 is 850; ovei 15,000, $50, and an additional 81
for each thousand dollars of capitalization over |5, I (Laws of 1880,
p. 117).
8. Filing and Recording Fees. — For receiving and filing articles ot
-Mil
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
incorporation, SI; for affixing certificate to articles of incorporation $1 ; for
copying articles 15 cents per folio. The recording fees in lucal county ollice
average about $2.50.
9. Commencing Business. — Corporations may commence business as
Boon as thf Secretary of State issues a certificate of complete organization
and the same is recorded in the office of the recorder of deeds of the county
where the principal place of business of said corporation is located. The cor-
poration must organize and proceed to business within two years after the
Secretary of State issues his certificate of complete organization (sec. 4).
People v. N. S. Bank, 129 111. 618; 22 N. E. 288; Gent. v. M. & M. I. Co.,
107 111. 652.
10. Organization Meeting. — In the absence of any statute providing
otherwise, this meeting must be held within the State. The commissioners
appointed by the Secretary of State to receive stock subscriptions have power
under the statute to convene a meeting of the subscribers to the capital stock
of the corporation for the purpose of electing directors, etc. Notice of this
meeting may be waived in writing (the statute requires ten days' notice), the
time and place fixed for said meeting to be designated therein. At this meet-
ing the subscribers to the capital stock may vote in person or by proxy. Cu-
mulative voting is permitted if desired. Stockholders may divide the board of
directors into three classes, to hold office for one, two, and three years respec-
tively. After the Secretary of State has issued a certificate of complete or-
ganization, the board of directors should meet and after effecting a temporary
organization should first adopt a code of by-laws. They then should proceed
to the election of a president, secretary, and treasurer, and such other officers
as shall be designated by the by-laws so adopted (sec. 3).
1 1. Meetings of Stockholders and Directors. — Stockholder's meetings
must be held within the State. Directors' meetings to be valid must be held
within the State, unless any action taken by the board without the limits of
the State is either authorized or the action thereat taken ratified by a vote of
two-thirds of the directors cast at a regular meeting of said board (sec. 20).
Harding v. Company, 182 111. 551 ; 55 N. E. 577.
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must lie not less than five nor more than eleven directors. There are no resi-
dential requirements. Directors may be divided into classes if desired.
Cumulative voting for directors is mandatory (sees. 3, G).
Fey v. Company, 32 111. Ap. 618.
b. Liabilities. — If the indebtedness of any corporation shall exceed the
amount of its capital stock, the directors assenting thereto are individually
lial >le for such excess to the creditors of the corporation. They are also jointly
and severally liable for all debts of the corporation then existing or thereafter
contracted when they declare and pay any dividends when the corporation is
insolvent or any dividend the payment of which would render the corporation
insolvent or which diminishes the amount of its capital stock ; also for as-
suming to exercise corporate powers before all the capital stock is subscribed
in good faith (sees. 1G, 17, 18, 10, 21),
Greene v. Mosten el «/., 66 111. Ap. 345; Kent v. Clark, 181 111. 237; 54 N. E. 967.
13. Stockholders' Liabilities. — Stockholders are personally liable for
nount unpaid upon their stock (sec. 8). The law also provides that all
262
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
persons assuming to exercise corporate powers or to use a corporate name with-
out complying with the law in regard to procuring charters before all stock
named in the articles of incorporation is subscribed in good faith, shall be
liable for all debts and liabilities contracted by them in the name of such
corporation (sec. 18).
Sprague v. Nat. Bank, 172 111. 149; 50 N. E. 19; First Nat. Bank v. Company, 191
111. 128; 60 N. E. C59 ; Sherwood v. Bank, 195 111. 112; 62 N. E. 835; Foote v. Bank,
194 HI. 600; 62 N. E. 834 ; McCoy v. Exposition, 1S6 111. 356; 57 N. E. 1043 ; Flor-
Bheim v. Bank, 192 111. 382; 61 N. E. 491.
14. Preferred Stock. — There is no statutory provision expressly author-
izing the issuance of preferred stock.
First Nat. Bank v. Company, 191 111. 128; 60 N. E. 859.
15. Payment of Capital Stock. — The statute is silent as to how the
capital stock shall be paid. Under the common law rule, in the absence of any
statutory prohibition, stock may be paid for in cash or in property taken in
good faith at a fair valuation (Parmalee v. Price, 208 111. 514; 70 X. E. 725).
10. Books. — The directors must keep at the principal office within the
State books of account of the corporate business (sec. 13). They are open to
inspection of stockholders.
17. Stock Certificates. — Each shareholder is entitled to a certificate
showing the number of shares owned by him signed by such officers as the
by-laws shall prescribe.
18. Office. — Every corporation must maintain an office within the State
(sees. 2, 13).
19. Reports. — Before receiving a certificate of complete organization,
corporations shall file with the Secretary of State a statement showing the
post-office address of its business office, giving street and number, and it shall
annually between February 1st and March 1st file with the Secretary of State
a statement showing the location of the principal office within the State, with
town, street, and number, names of its officers and their residences, — town,
street, and number, -date of expiration of their terms of office; whether or
not the corporation is pursuing an active business under its charter, and the
kind of business; report must be under the corporate seal, signed and sworn
to by -nine officer of the corporation, and a fee of *1 must be paid to the
Secretary of State (Laws of 1903, pp. 121. 122). Within twenty days from
December 1-^t <>f each year, a statement must be filed with the Secretary of
State, ami recorded with the recorder of the county wherein the principal
place "f business of the corporation is located, showing the real estate hold-
ings of the corporation.
■jo. Anti-Trust Statute. — Illinois has an elaborate statute forbidding
pools, trusts, and combinations of every class and description. Tins Btatute
ha- in pari, ai least been declared unconstitutional (dim. Code, sees. 269 a,
269 b. 615).
I). &('. P. Co ' People, 156 111. n- n N E. 188; Harding u. Company, 182
I1L551 ; :>:> N. I. 577
21. Statutory Ground for Forfeiture of Charter The charter maj 1»-
ted for failure to organize and commence business within two years
from ih" date of incorporation. It i- al-o subject to forfeiture for entering
into illegal trusts, pool-, and combinations (sees 1. 269 m).
. People, 1 1: 1. N i: 608 ; Independent M
College v. People, 182 111. 274 ; 55 N. 1
263
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
22. Extension of Corporate Existence. — There is no statutory provi-
sion for extending corporate existence after the expiration of the term limited
in the charter. (See sec. 10.)
23. Annual License Tax. — There is no annual license tax.
24. Amendments. — The stockholders may at any meeting called by
the directors, by vote representing two-thirds of the corporate stock, change
the corporate name or place of business, enlarge or change the object for
which the corporation was formed, increase or decrease capitalization, change
number of shares or number of directors, managers, or trustees, increase or
decrease par value of shares, decrease capitalization not to prejudice of credit-
ors, or consolidate with another corporation carrying on the same gensral
business in the same vicinity (Laws of 1903, pp. 110, 117). A certificate of
the vote by which such change, etc. was made, verified by the president, must
be filed with the Secretary of State.
25. Dissolution. — Any court of competent jurisdiction may decree dis-
solution of a corporation upon petition therefor. Voluntary dissolution may
be effected by vote of two-thirds of capital stock (sees. 49 a, 49 b, 149).
26. Foreign Corporations. — A foreign corporation, in order to do busi-
ness in this State or sue in its courts, must designate some person as its agent
upon whom service of legal process may be had, and must maintain an office
in the State far transaction of business, and where proper books shall be kept;
and it must file with the Secretary of State a certified copy of its charter or
certificate of incorporation, and forward therewith a statement verified by one
of its officers, showing the proportion of it3 capital stock represented in this
State by the corporate property located and business transacted therein, also
showing name and address of the agent in this State; and shall pay to the
Secretary of State, upon the proportion of its capital stock so represented,
fees equal to those required of domestic corporations. It must report to the
Secretary of State by verified statement any change in name or address of its
agent, and any increase or decrease of proportion of its capitalization repre-
sented in this State by its property and business therein (Laws of 1899,
p. 118). A foreign corporation may by letter of attorney constitute any
person its agent to perform any act or business which the corporation may do
or carry on (sec. 06, chap. 32).
Spry Lumber Co. v. Chappell, 184 111. 539 ; 56 N. E. 794 ; Richardson v. U. S. M.
& T. Co., 194 111. 259 ; 62 N. E. 606.
INDIANA.
(The references are to the Revised Statutes, 1897, unless otherwise stated.)
1. Statute under which Business Corporations may be incorporated. —
The Business Corporation Act of Indiana is found in Thornton's Statutes, 1897
(sees. 3490-3519, 5202-5256). Important amendments to the original act are
found in the Session Laws of 1901 and 1903. Special acts are provided for
manufacturing, mining, mechanical, and chemical companies (sees. 5051, 5087).
2. Incorporators. — Any number of persons not less than three may be
incorporators. There are no residential requirements (Laws of 1901, chap.
127 : Laws of 1903, chap. 73).
3. Contents of the Articles of Association. — The articles of associa-
tion must set forth :
204
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
a. Name. — The corporate name of the proposed corporation. Similarity
of names is forbidden as to domestic corporations.
b. Capital Stock. — The articles must set forth the amount of capital stock,
and the number of shares into which the same shall be divided, with the par
value of the same. The capital stock may be any amount (except gas and oil
companies, where capital stock is limited to 82,000,000), and the par value of
the shares may be any amount not exceeding $100. (See Laws of 1903, chap.
128.)
c. Purposes. — The object of the corporation with the proposed plan of
doing business must be fully set out. The purposes may include any or all
of the purposes included in any one of the twenty-six classes, which may be
described in general terms as follows : horticultural, literary, drainage, educa-
tional, eleemosynary, cemetery, fraternal, military, fire, shade trees, safe de-
posit, and loan companies, hotels, real estate and rental companies, mining,
health resorts, oil and gas wells, live-stock, trading corporations, commission
merchants, title insurance abstract and loan, women's exchange, bond and
money brokerage, medical and scientific research, storage, transfer, and scien-
tific purposes (Laws of 1901, sees. 1-28). The amendment of 1903 permits
incorporation for more than one of several designated classes of purposes
(Laws of 1903, chap. 73).
d. Incorporators. — Names and places of residence of the incorporators
must be set forth.
e. Domiciliary Office. — The principal place of business must be set forth,
which by implication would seem to refer to the principal place of business
within the State.
/. Duration. — The term of existence must not exceed fifty years for
mining and manufacturing companies. In all others except banks, health
resorts, and telephone companies, the duration may be unlimited.
(j. Corporate Seal. — A demonstration of the corporate seal must be
attached.
h. Hoard of Directors. —The manner of election or appointment of directors
and officers who are to manage the business must be set forth.
i. Number and Names of Directors. — The number of directors together with
the names of those who shall manage the affairs for the first year must a] '['ear.
If desired, the date of the annual meeting may be set forth in the articles
(Laws of 1901, chap. 127, sec. 1 ; Laws of L 903, chaps. 37, 73, 128).
4. Statutory Powers. — The statute fully enumerates the implied com-
mon law powers of corporations. The consolidation of two corporations is
expressly permitted. Corporations are expressly forbidden to become Btock-
- in other corporations except that railroads may own stock in telegraph,
telephone, anion railway, and bridge companies under certain circumstances,
and that manufacturing corporations may own stock in companies organized
for the purpose of furnishing water power (Laws of 1901, chap. 127, sec. 28;
Laws of 1903, chap. 220). May issue preferred stork, vote by proxy, and
forfeit stock for non-payment of assessments (sees. 3492, 3509, 5204, 5206,
5212; Laws of 1901, chaps. 127, 197; Laws of 1903, chap. 220).
William*©. Company, 25 [nd.Ap. 351; 57 N. E. 581; [ndiaua Bond Co. v. Ogle,
22 Ind. A j.. 593 ; 54 N. E. 407.
5. Procuring the Charter. — The articles of association mast be signed
and acknowledged by each incorporator. They musl then be presented to the
Secretary of State for filing. At this time there musl be presented a full
205
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
written or printed statement of the proposed plan of doing business. If
upon examination the articles are found to be according to law, the pro-
posed plan of doing business legal, and the organization tax and filing fees
paid, the Secretary of State will issue to the corporation a certificate of
incorporation.
This is prima facie evidence of incorporation. Thereafter the corporation
must file a duplicate of its articles in the recorder's ollice of the county in
which the principal place of business is located, and upon paying the filing and
recording fees, the law provides that such record or a certified copy thereof
shall be conclusive evidence of the matters and things therein stated. It
appears, however, from the section which follows the preceding (sec. 28),
that the corporate existence does not commence until the recording in the
recorder's ollice. The corporation must, at the time of filing its articles
with the Secretary of State, file a copy thereof in the office of the State
Auditor, and must also file from time to time copies of its constitution or
by-laws thereafter adopted (Laws of 1901, chap. 127, sees. 27-29; Laws of
1903, chap. 73).
Doty i'. Paterson, 155 Iud. 60; 56 N. E. 668
G. Corporate Indebtedness. — There is no statutory limitation upon the
amount of corporate indebtedness.
7. Organization Tax. — Where the capital stock is $10,000 or less, $10;
for all capital stock over $10,000 the tax is one-tenth of one per cent (II. S.
1894, sec. 7631).
8. Filing and Recording Fees. — The Secretary of State is entitled to
a fee of SI for recording articles of incorporation not exceeding two hundred
•words, also 50 cents for certificate. The county recorder is authorized to
collect It) cents per hundred words for recording articles of incorporation.
9. Commencing Business. — Corporations may commence business as
soon as the Secretary of State issues a certificate of incorporation and a dupli-
cate of the articles filed in the Secretary of State's office are recorded in the
recorder's office of the county where the principal place of business of the
corporation is located. Manufacturing companies must pay up their capital
stock within eighteen months after incorporation. As soon as the last pay-
ment is made the president and a majority of the directors must make a
sworn statement setting forth this fact, and the same is then recorded in the
office of the clerk of the county where the principal place of business is located
(sees. 5211, 5213).
10. Organization Meeting. — Organization meeting must be held within
the State (sec. 3494). The incorporators should sign a written agreement
fixing the time and place for holding the organization meeting. After a
temporary secretary and chairman have been chosen, the corporation should
proceed to the adoption of by-laws. Stockholders may vote by proxy.
Immediately after the adjournment of the incorporators' meeting the board of
directors named in the articles of incorporation should meet and organize by
the election of the officers prescribed in the by-laws. The statutory officers
are a president, secretary, and treasurer. The secretary and treasurer are re-
quired to give bonds vvith such sureties as shall be required by the by-laws,
and must be sworn to the faithful discharge of the duties which may be
assigned to either of them. The same person may be elected to the office of
secretary and treasurer. The law provides that when the steps necessary to
organization have been completed a statement thereof must be filed in the
266
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
office of the clerk of the circuit court of the proper county ; that said court at
its next term thereafter shall on proof of such organization cause to be entered
an order declaring the existence of such corporation. The law provides that
such order shall be conclusive as to the fact of such existence of the date which
said court may fix in the order.
11. Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the State. It seems to be contemplated by the statute
that directors' meetings should be held at the principal office within the State
(sees. 3514, 3515, 5252).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be not less than three nor more than thirteen directors ; cannot
exceed eleven in case of manufacturing, mining, mechanical, and chemical
companies. In the last-named class of companies directors must be stock-
holders and residents of the United States. In other corporations there are
no such requirements (sees. 35 1G, 5205, 5206; Laws of 1903, chap. 37).
b. Liabilities. — If any corporation reducing its capital stock shall fail to
file a certified copy of the vote of the stockholders thereon within thirty days
thereafter in the office of the clerk of the circuit court in which the corpora-
tion's original certificate was filed, and also a duplicate of the same in the
office of the Secretary of State, the directors shall be jointly and severally
liable for debts contracted after the said thirty days or before the record
of such vote. Directors are also jointly and severally liable for all damages
resulting in case any certificate, report, or public notice given as required by
law shall be false in any material respect, or if they shall fail to give such
notice or make such report, and any person shall be misled or deceived thereby.
The directors are aLso jointly and severally liable for all debts contracted and
for the declaration and payment of a dividend knowing the company to be in-
solvent, or knowing that such dividend would render it so, or if they violate
any of the provisions of the act which shall thereby render the corporation
insolvent (sees. 5214, 5217, 5219, 5220, 5230).
Brown v. Clow, 158 Ind. 403; 62 N. E. 1006; A. C. I. Co. v. Ellis, 156 Iiid. 212
5'J N. E. 67'J.
13. Stockholders' Liabilities. — Stockholders and members of manu-
facturing and mining companies are only liable for the amount of stock
Bubscribed by them respectively, with the exception that stockholders are
individually liable for all debts due or owing laborers, apprentices, and
employees for services rendered the corporation. Stockholders in other cor-
porationa an- liable to tin' amount of stock held by them at the time the
debt contracted. This liability may, however, be increased by voir
of a majority of the stockholders authorizing the directors to increase their
liability to any amount not exceeding three times the amount of stork held
by each stockholdi »19, 5221, 5255). They are also liable for illegal
withdrawal of capital (sec. 8497; see generally, Cons., Art. XI. Bee. 213).
Brnner v. Brown, 139 Ind 600; 38 X. E. 318; Bent v. Underdown, 156 [nd. 516;
60 N. E. 307; Gainey v. Gilson, 149 [nd. 58; 18 N. E 633; Camahan v. Campbell, 158
Ind. 226; 63 N. E. 384.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him under the seal of the corporation Bigned bj the treas-
urer. Stock in manufacturing companies cannot be transferred until it is
paid up (sec. 31!)-!j.
267
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
L5. Preferred Stock. — The statute expressly authorizes business corpo-
rations to issue preferred stock by providing therefor in the articles of incor-
poration. They may also do so after incorporation by a three-fourths vote of
the stockholders given at a regular or special meeting. By a vote of a majority
of ilie common stock they may authorize and empower the board of directors
to dispose of and issue such preferred stock upon such terms and conditions
as tin' board of directors may deem best, and in such case the validity and is-
suance and tlie disposition made of such preferred stock by the directors shall
be binding and conclusive upon the company. Within thirty days after the
time such preferred stock has been authorized there shall be filed with the
Secretary of State a certificate in writing signed by the president and attested
by the Secretary duly acknowledged certifying that the issuance of preferred
stock has been authorized, the amount of the same, the number of shares
into which it is divided, and the amount of each share (sees. 5225-5231 ;
Laws of 1901, chap. 197, as amended by Laws of 1903, chap. 122).
10. Payment of Capital Stock. — The statute does not provide as to
how the capital stock shall be paid in. In the absence of statutory prohibition
it may be paid for in money or money's worth. (See sees. 3509, 3510.)
17. Books. — Corporations are required to keep at their office or place of
business within the State a stock book open to inspection during business
hours to all stockholders and creditors, who may take extracts therefrom if
they desire (sees. 3500, 3501).
18. Office. — Every corporation must have an office within the State (sec.
3500; Laws of 1901, chap. 127; Laws of 1903, chaps. 73, 128).
19. Reports. — The company shall annually within twenty days from
the first day of January make a report, which it shall cause to be published
in some newspaper printed in the county where its office is located, if any
(otherwise in the county nearest thereto), which shall state the amount of
capital, amount of assessments made and actually paid in, and amount of
existing debts, which report shall be signed by the president and a majority
of the directors and shall be verified by the oaths of the president and such
directors and secretary (Ii. S., 1901, sees. 5215, 5217).
20. Anti-trust Statute. — There is a statutory prohibition directed
against trusts and combinations tending to lessen free competition in the
importation, sale, or manufacture of various articles (Laws of 1899, chap.
148).
21. Statutory Grounds for Forfeiture of Charter. — Allowing a judg-
ment to stand against the corporation for a period of one year without satis-
fying the same is a ground for forfeiture (sec. 3506).
Western Co. v. Central Co., 116 Ind. 229; 18 N. E. 14; Holraan v. Estate, 105
Iud. 569 ; 5 N. E. 702.
22. Extension of Corporate Existence. — Corporations may extend their
corporate existence by a vote of the stockholders at any annual meeting for a
term not to exceed fifty years from its first organization (sec. 5209).
23. Annual License Tax. — There is no annual license tax.
21. Amendments. — To change the name of the corporation application
to the courts is necessary (sec. 1020). The power of amendment in some
other respects is given to the board of directors. P^xpress power is given to
stockholders of manufacturing and mining corporations to amend for all
purposes except change of name (sees. 3514, 3516, 3517, 5209, 5214, 5222;
Laws of 1903, chap. 37).
2G8
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
25. dissolution. — May voluntarily dissolve without recourse to the
courts by compliance with the statute (Laws of 1903, chap. 152).
State v. Trustees, 5 Ind. 77.
26. Foreign Corporations. — Foreign corporations desiring to do business
in Indiana must file with the county clerk of the county wherein the corpora-
tion proposes to transact its business the written appointment of its agent,
with a consent that service upon him shall be deemed sufficient to bind the
corporation. Foreign corporations are required to pay a license fee upon the
amount of capital invested in the State at the same rate required of local cor-
porations but never less than $25. They are also required to file a copy of
their certificate of incorporation and a sworn statement of the proportion of
capital stock represented by property located and business transacted in
Indiana (Laws of 1901, chap. 265; Laws of 1903, chap. 127).
Hockett v. State, 105 Ind. 250; 5 N. E. 178; Machine Co. v. Caldwell, 54 Ind.
270; Am. Insurance Co. v. VVellman, 69 Ind. 413; Singer Manufacturing Co. v.
Brown, 64 Ind. 548; Brechbill v. Randall, 102 Ind. 528; 1 N. E. 362; P. B. L. & S.
Ass'n v. Markley, 27 Ind. Ap. 128 ; 60 N. E. 1013 ; N. M. N. G. Co. v. Smith, 27 Ind.
Ap. 472; 61 N.E. 10; S. S. & L. Ass'n v. Elbert, 153 Ind. 198; 54 N. E. 753.
INDIAN TERRITORY.
(See " Arkansas.")
The Corporation Laws of Indian Territory. — Are, by Act of Congress
of February 18, 1901 (U. S. Stat. 1900-1901, chap. 379, p. 794) adopted
from the laws of Arkansas as published in 1881 in Mansfield's Digest, which
laws, to wit, sec. 504 and succeeding sections down to and including sec.
509, sec. 960, and succeeding sections down to and including sec. 1035, are
by said act extended over and put in force in the Indian Territory, so far
as applicable and not in conflict with previous congressional legislation. Said
act of Congress also provides that in reading said Arkansas laws, read for
the word "county "the words "judicial district;" for " county courts," the
words " United States courts;" for "State," the words " Indian Territory;"
for "Secretary of State," the words " clerk of the judicial district; " for " Gen-
eral Assembly," the words "Congress of the United States;" for "vest in
the State," the words, "vest in the United States." The foes to be paid
to the clerk of the judicial district or clerk of the United States Court of
Appeals are by said act made the same as those paid under the Arkansas
law to similar officers.
IOWA.
(The references are to Statutes of 1807 unless otherwise stated.)
1. Statute under which Business Corporations may bo incorpo-
rated. — The Business Corporation Act of Iowa is found in the statutes of
thai state, Title IX. Bees. L607 L652 inclusive, as amended by the S
Laws of 1901 and 1903. Special acts arc provided for banks, building asso-
ciations, fidelity companies, insurance, railroad, telegraph, telephone, water .ind
wat-T-power compani
L'. Incorporators. — Any number of persons may be incorporators. The
law expressly provides that a i i »n may incorporate under the General
Corporation Act. There an; no residential requirements (sees. 1607, 1608).
2G9
INCORPORATION AND ORGANIZATION OF CORPORATION.
3. Articles of Incorporation. — The act requires that before commenc-
ing business the incorporators must adopt articles of incorporation, but it does
not point out specifically the contents of the same. The act does, however,
prescribe the contents of the notice of incorporation which is required to be
published. The notice here referred to must contain:
(/. Name. — Similarity of names is not forbidden.
b. Domiciliary Office. — The principal place of business must be stated.
c. Purposes. — The general nature of the business to be transacted must
be set forth. There is no express authority for the issuance of a charter
authorizing the transaction of more than one general line of business.
d. Capital Stock. — The amount of capital stock authorized and the times
and conditions on which it is to be paid. The capital stock may be any
amount. The par value of the shares may be any amount.
e. Duration. — The time of the commencement and the duration of the
corporation. This is limited to twenty years (sec. 1618).
f. Number of Directors. — Designation as to what officers are to conduct
the corporate affairs and the times wdien and manner in which they are to be
elected. A board of directors of any number of persons may be named.
g. Corporate Indebtedness. — The highest amount of indebtedness to which
the corporation shall be at any time subject. This must not in any case
exceed two-thirds of the authorized capital stock. This section does not
apply to railway or bond and debenture companies.
Heuer v. Carmichael, 82 Iowa, 288; 47 N. W. 1034.
h. Exemption of Stockholders from Individual Liability for Corporate Debts
(sees. 1610, 1613).
4. Statutory Powers. — The Iowa statutes merely enumerate the implied
common law powers of corporations (sec. 1609). For the purpose of repairs,
rebuilding, enlarging or to meet contingencies, or for the purpose of creating
a sinking fund, the corporation may set apart a sum which it may loan and
take proper security therefor (sec. 1630). Stock certificates cannot be issued
without having endorsed on the face thereof the amount paid thereon and
whether sush payment has been in money or property (sec. 1627; Laws of
1904, chap. 55.)
Calumet Paper Co. v. Company, 96 Iowa, 147 ; 64 N. W. 782.
5. Procuring the Charter. — The incorporators must sign and acknowl-
edge the articles of incorporation. They must be recorded in the office of the
recorder of deeds of the county where the principal place of business is located.
The articles bearing the endorsement of the recorder as to the time when same
were recorded and the book and page of such record must be forwarded to the
Secretary of State and by him recorded. The organization tax must be paid
at the time of such recording. Within three months from the date of the
certificate of incorporation a notice must be published once each week for
four successive weeks in some newspaper as convenient as practicable to the
principal place of business, which must contain substantially all that is set
forth in the articles of incorporation themselves. Proof of such publication
by affidavit of the publisher of the newspaper in which it is made must be
filed with the Secretary of State. Both the corporation and persons sued by
the corporation are forbidden to set up want of legal organization on the part
of the corporation as a defence (sees. 1610, 1613, 1636 ; Laws of 1902, chap. 67).
First Nat. Bank v. Davies, 43 Iowa, 424 ; Heald v. Owen, 79 Iowa, 23 ; 44 N. W.
210.
270
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
6. Corporate Indebtedness. — Corporate indebtedness except when
bonded and secured by mortgage cannot exceed two-thirds of the capital
stock (sec. 1611).
Warfield v. Company, 72 Iowa, 666; 34 N. W. 467.
7. Organization Tax. — Up to $10,000, $25; and an additional fee of $1
per thousand for all stock authorized beyond that amount (R. S., sec. 1610;
Laws of 1902, chap. 66).
8. Filing and Recording Deeds. — For filing and recording articles in
office of Secretary of State, 10 cents per folio; for furnishing certified copy of
articles, 10 cents per folio, for preparing same, $1 for certifying the same;
recording fees in local county offices, 10 cents per folio. The legal rate for
advertising articles of incorporation averaging one thousand words in length is
about $30. It varies, being based upon so many lines of brevier type of a
specified length. The newspapers will usually publish for fifty or even twenty
per cent of the legal rate.
It. Commencing Business — Corporations may commence business as
soon as the articles of incorporation are filed and recorded in the office of the
recorder of deeds of the county where the principal place of business is located,
and in the office of the Secretary of State; provided further that the publi-
cation required by law is thereafter made and proof thereof duly filed in
the office of the Secretary of State. Business must be commenced within two
years from the time the articles are filed in order to avoid forfeiture of its
franchises (sees. 1614, 1628).
Thornton v. Balcom, 85 Iowa, 198; 52 N. W. 190; Johnson v. Kessler, 76 Iowa,
411 ; 41 N. W. 57.
10. Organization Meetings. — Ordinarily organization meetings are held
within the State (sec. 1612). The statute reads as follows: "If the corpora-
tion transacts business in this State, the articles shall fix its principal place of
business, which must be in this State, and in charge of an agent of the corpo-
ration, at which place it shall keep its stock and transfer books and hold its
meetings " (Id.).
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must ordinarily be held within the State. Directors' meetings maybe
held without the State if the by-laws so provide. (See sec. 1612, cited at length
above.)
12. Directors' Qualifications and Liabilities, a. Qualifications. — Any
number of persona may acl as directors. There are no residential or other
requirements.
i). Liabilities. Directors are penally liable for unlawful diversion of cor-
porate funds, for declaring illegal dividends, and for keeping false books or
b. The payment by the directors of any dividend \\ ben the corporation
is known by them to be insolven! or anj dividend the payment of which would
render it insolvent or which diminishes the amount of its capital stock, rea-
rs knowingly consenting thereto jointly and severally liable
for all debts of the corporation then existing. If the indebtedness of any
corporation shall exceed the amount of indebtedness permitted by law, the
directors knowingly consenting thereto shall be pei onally Liable to the credi-
such for such e :s. L621, 1622, 1623).
Frost Mfg Co. V. Foster, 70 [owa, 533 ; 41 N. W 218; Miller r. Bradisli, 69 Iowa
278; 28 N. W. 594.
271
INCORPORATION AND ORGANIZATION OF CORPORATION.
13. Stockholders' Liabilities — Failure to comply substantially with
the requirements in relation to organization and publicity renders the in-
dividual property of stockholders liable for corporate debts (sec. 1010). They
are also liable to creditors of the corporation for all unpaid instalments on stock
owned by them or transferred by them for the purpose of defrauding creditors
(sec. IGol). The receipt of illegal dividends by stockholders makes them
liable to the amount of such dividend so received for all liabilities of the cor-
poration then existing (sec. 1021). Intentional fraud and failure to comply
substantially with the articles of incorporation or in deceiving the public or
individuals in relation to their means or their liabilities shall be a misde-
meanor and shall subject those guilty thereof to fine or imprisonment or both
at the discretion of the court. Any person who has sustained injury from such
fraud may also recover damages therefor against those guilty of participating
in such fraud (sec. 1020).
Warfield v. Company, 72 Iowa, 666 ; 34 N. W. 467 ; Chisholm v. Foray, 65 Iowa
333 ; 21 N. W. 664.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such otlicers as may be designated in the
by-laws. (As to contents thereof, see section 1027.)
15. Preferred Stock. — The statute does not expressly authorize the
issuance of preferred stock by domestic corporations.
10. Payment of Capital Stock. — Stock may be issued for money or
property (sec. 1627). A statement of the amount of capital stock as sub-
scribed, the amount of capital stock actually paid in, and the amount of cor-
porate indebtedness must be posted in the principal place of business and be
subject to public inspection (sec. 1625).
Singer v. Given, 61 Iowa, 93 ; 15 N. W. 858.
17. Books. — Transfer books showing the name of the person by whom
and to whom stock is transferred, the number of shares and the date of the
transfer, must be kept within the State at the principal office of the corpora-
tion (sees. 1012, 1020). They are open to public inspection.
18. Office and Agent. — Every corporation must maintain an office within
the State with an agent in charge thereof in which must be posted a copy of
the bydaws, a statement of the amount of capital stock subscribed, the
amount of capital stock actually paid in, and the amount of indebtedness, all
for public inspection (sees. 1012, 1624, 1626).
19. Reports. — No reports are required to be published. The corporation
must annually in January file with the Secretary of State a list of its officers
and directors and any change in the location of its place of business made by
a vote of the stockholders (sec. 1612).
20. Anti-Trust Statute. — Iowa has an elaborate anti-trust statute pro-
hibiting certain pools, trusts, and conspiracies (Code, sec. 5060).
21. Statutory Grounds for Forfeiture of Charter. —Intentional fraud
in failing to comply substantially with the articles of incorporation, or deceiv-
ing the public in relation to the corporation's means and liabilities, or a di-
version of funds which results in the insolvency of the corporation, works a
forfeiture of the corporate privileges to be enforced as directed by law. Fail-
ure to use the charter for two successive years is a ground for forfeiture of the
charter. Charter may also be forfeited for violation of the anti-trust act
(sees. 1622, 1628; see also sees. 4313-4335, 5005).
272
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
22. Extension of Corporate Existence. — Corporate existence may be
extended for an additional period of twenty years if desired (sec. 1618; Laws
of 1900, chap. 56; Laws of 1902, chap. 66; Laws of 1904, chap. 2).
23. Annual License Tax. — There is no annual license tax.
24. Amendments. — Articles may be amended in any respect by comply-
ing with the statute in such case made and provided (sec. 1615).
25. Dissolution. — May be dissolved prior to the period fixed in the
articles of incorporation by unanimous consent of stockholders, or in accord-
ance with the provisions of its articles, and notice thereof must be given in the
same manner and for the same time as is required for its organization.
Courts of equity have power to dissolve or close up the business (li. S., sees.
1017, 1640).
L'0. Foreign Corporations. — Every foreign corporation shall file with
the Secretary of State a certified copy of its articles of incorporation, accom-
panied by a resolution of the board of directors or stockholders authorizing
the filing thereof, and also appointing an agent upon whom service of process
may be had within the State, and shall pay the same fee required for the
organization of corporations with a similar capital within the State (R. S., sec.
1637 ; Laws of 1904, chap. 54).
Ware Cattle Co. v. Anderson, 107 Iowa, 231 ; 77 N. W. 1026 ; Scottish Union, etc.
Co. v. Herriott, 109 Iowa, 606; 80 N. W. 665; State v. Company, 91 Iowa, 517; 60
N. W. 121
KANSAS.
(The references cited below are to the Revised Statutes of Kansas, 1897, chap. 66, unless
otherwise stated.)
1. Statute under which Business Corporations may Incorporate.
— The Business Corporation Act of Kansas is found in the Revised Statutes
of that State, 1897, chap. 66, and the Session Laws of 1899, 1901, and 1903.
Special acts are provided for banking and insurance companies (sec. 4).
2. Incorporators. — There must at least be five incorporators, three of
whom must be citizens of the State (sec. 4).
3. Content of Application for Charter. — An application must be filed
by the incorporators with the charter hoard, setting forth :
a. Name. — There can be only one corporation of the same name. This
must indicate the nature of the business intended to be carried on. It must
begin with the word " the " and end with the word " corporation " '• company,"
" association."' or "society" (sec. 8)
h. Domiciliary Office. — The place where its principal ollice or place of
business is to be Located within the State.
C. Dura/ion. — Not to ei( 1 twenty years.
d. Purposes. — Full nature and character of the business in which it pro-
poses to engage. The "Statutes of thi^ Stat''." observes the Secretary of
State, •■ provide that the name of the corporation shall indicate the character
of the business in which it proposes to engage, and it is the practice of the
charter board to limit the operation of the corporation to a Bingle line of
business, except a> its engagements in other business m;i_\ be incidental to or
iry to the successful operation of such business. A grouping of this
character is authorized l>y sec. L250 <>f the General Statutes of 1901."
Parkinson Sugar Co. p. Bank, 60 Kan i7i . :>: Pac. 126.
e. Incorporators. — Names and addn s.ses of the incorporators.
»8 273
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
f. Capital Stock. —This may be any amount. The par value of shares
may be any amount (sec 3 b).
1. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers the act confers the following additional powers: To authorize
voting by proxy, to permit cumulative voting, to forfeit stock for non-payment
of assessment, to issue preferred stock (sees. 3, 13, 21, 27, 104); to issue bonds
(S( c. IS).
5. Procuring the Charter. — The petition for a charter must be pre-
sented to the charter board, composed of the Attorney-General, the Secretary
of Mate, and the State Bank Commissioner. The application must be accom-
panied by the payment of $25, known as the " application fee " The board is re-
quired to make an investigation of each application, and if satisfied therewith
ii shall be granted, and the secretary of the board issues his certificate set-
ting forth the fact that the persons named in the application have been
authorized by the charter board to form a private corporation. This author-
ization is in fact merely a legal authority to organize the corporation. There-
upon the charter must be prepared, containing : (1) Name of the corporation.
(2) Purposes thereof. (3) Location of principal place of business within the
State. (4) Duration of corporate existence. (5) Number of directors, names
and residence of those appointed for the first year. ((>) Amount of capital
stock, and the number of shares into which it is to be divided. (7) Names
and residences of the stockholders and the number of shares held by each.
This charter must be subscribed and acknowledged by at least five incor-
porators. Before the charter issues it must be filed with the Secretary of
State and the organization tax provided by law must be paid to the State
Treasurer. Upon the payment of the State fees the Secretary of State issues
a certified copy of the charter to the incorporators. This copy is by statute
made evidence of the creation of the corporation (sees. 5, 10, 11, 12).
6. Corporate Indebtedness. — Must not exceed amount of authorized
capital stock (sec. 18).
7. Organization Tax. — The application must be accompanied by a fee of
$25. Before the charter is filed applicant must pay to the State Treasurer a
charter fee of one-tenth of one per cent of its authorized capital on the first
8100,000 of its capital, or any part thereof ; upon the next $400,000 or part
thereof, one-twentieth of one per cent ; and for each million dollars or major
part thereof above the sum of $500,000, $200 (sees. 3 e, 3 f , as amended by
Laws of 1901, chap. 125).
8. Filing and Recording Fees. — Fee to the charter board is $25; to the
Secretary of State for filing and recording charter, $2.50 not exceeding ten
folios, and an additional fee of 25 cents for each folio in excess of ten. The pay-
ment of this fee entitles the corporation to a certified copy of the charter (sec. 3 f).
9. Commencing Business. — Corporations may commence business as
soon as their petition has been favorably acted upon by the charter board, the
application fee paid, and charter properly filed with the Secretary of State,
the organization tax and filing fees paid, and an affidavit filed with the Secre-
tary of State, made by the president or secretary, setting forth that not less
than twenty per cent of the authorized capital has been paid in cash. Cor-
porations must commence business within one year after filing the charter
(sec. 4; Laws of 1901, chap. 125, sec. 4).
10. Organization Meeting. — Must be held within the State, in the ab-
sence of any statute providing otherwise.
274
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
11. Meetings of Stockholders and Directors. — All meetings of stock-
holders must be held within the State. Directors' meetings may be held with-
out the State if the by-laws so provide (sec. 27 ; Laws of 1901, chap. 126).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three and not more than twenty-four directors. Three
of these must be residents of the State. All directors must be stockholders.
Cumulative voting for directors is permitted. The power to adopt by-laws
may be delegated to the directors. An oath of office is required (sees. 13, 26,
7-2, '42: Laws of 1901, chap. 126).
6. Liabilities. — Directors are jointly and severally liable for knowingly
declaring or paying any dividends when the corporation is insolvent, or any
dividend the payment of which would render it insolvent. They may avoid
this liability by filing their objections in writing with the secretary of the
corporation (sec 32).
13. Stockholders' Liabilities. — The Legislature of 1903 passed an act
repealing statutes imposing a double liability on stockholders. The constitu-
tionality of this act is questioned in some quarters, but the Supreme Court
has not yet passed upon it. In any event stockholders are liable for unpaid
stock subscriptions (Laws of 1903, chap. 152, sec. 51).
Musgrave v. Association, 5 Kan. Ap. 393 ; 49 Fac. 338; Munson v. Warren, 63
Kan. 162; 65 Fac. 222.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as may be designated in the
by-laws.
15. Preferred Stock. — Preferred stock may be issued by insertion of a
provision therefor in the charter, or by the unanimous consent of all the
common stockholders of the corporation after incorporation (sec. 104).
16. Payment of Capital Stock. — The capital stock is payable in such
amounts and in such manner as may be required by the by-laws under direc-
tion of the board of directors (sees. 19, 20). It is payable in money or
money's worth.
17. Books. — A record must be kept of all stock subscribed and trans-
ferred and all business transactions. Such records must be open at all times
to the inspection of stockholders (sees. 31, 42, 52).
18. Office. — Every corporation must maintain an office within the State.
The law provides that the office of the treasurer must be within the State
12, 11).
19. Reports. Every corporation, excepting banking, insurance, and rail-
road corporations, shall file annually, on or before August 1st. a statement of
condition of such corporation on the 30th of June preceding. Such statement
shall set forth authorized capital stock, paid up capital stock, par value and
market value of share,, of Btock, tatemenl of assets and liabilities, list of
stockholders with the posl office addresses of each and number of shares held
and paid for by each, name, and posl office addresses of officer*, trustees, <>r
directors and manager elected for ensuing year, and a certificate of the time
and manner in which election was held. Fee for filing report is$l (Laws of
1901, chap. 125, sec. 3).
20. Anti-Trust Statute. -Kan in elaborate anti-trust statute
providing for the prohibition of certain kinds of pools, trusts, or conspiracies
(chap 145, sees. 1-2 1 e).
21. Statutory Grounds for Forfeiture of Charter. — The charter board
27;,
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
is authoriz.nl by law to declare a charter void for failure to furnish such in-
formation in the way of annual reports or otherwise as may be required by
the Secretary of State. The charter may be forfeited for illegal use or abuse
of corporate powers or for entering illegal trusts and combinations or for
failure to commence business within one year from tiling of charter, or for
failure to maintain its domiciliary office and resident directors (sees. 43, 45,
98; chap. 145, sec. 16; Laws of 1901, chap. 125, sec. 124).
State o. Company, 59 Kan. 151 ; 52 Pac. 422; First Nat. Bank v. King, 60 Kan.
733 ; 57 Pac. 952.
22. Extension of Corporate Existence. — Corporate existence may be
extended for successive periods of twenty years, by filing with the Secretary
of State at any time certificate of its intention to so extend its time of exist-
ence, signed and duly acknowledged by the president and secretary after the
same has been authorized by its board of directors and approved either by
two-thirds of its stockholders iu writing or by a two-thirds vote of its stock-
holders present at any meeting duly called for that purpose (sec. 38).
23. Annual License Tax. — There is no annual license tax.
24. Amendments. — May change nature of its business, change its name,
increase the shares of its capital stock, change place of its principal office in
this State, and make such other alterations or amendments as desired, when
authorized by a two-thirds vote of stockholders at a meeting held in conformity
to by-laws, and as so amended each charter shall be subscribed by directors,
and acknowledged by not less than three thereof who shall be citizens of the
State. When name is changed, notice of such change shall be immediately
thereafter published by president, or other chief officer, for six weeks, in
some newspaper printed and published in the county where the principal
office is located; if there is no such newspaper, in some paper of general circu-
lation. For decrease of capital stock a meeting of stockholders must be called
for that purpose, and upon two-thirds vote of outstanding stock a certificate
of such decrease under the corporate seal signed by the president and secretary
of the corporation should be filed in the office of the Secretary of State (sees.
9, 14, 16; Laws of 1901, chap. 125, sec. 7 ; Laws of 1903, chap. 151).
25. Dissolution. — May be dissolved on application to the courts (sees.
45-50).
Brigham v. Nathan, 62 Kan. 243; 62 Pac. 319; Jones v. Edson, 10 Kan. Ap. 110;
62 Pac. 249.
26. Foreign Corporations. — Foreign corporations must apply to the
charter board for permission to engage in business in the State, setting forth :
certified copy of its charter; place where its principal office is located; nature
and character of the business in which it proposes to engage; names and
addresses of the trustees, officers, or directors and stockholders of the corpora-
tion ; a statement of the assets and liabilities. This statement must be sub-
scribed and sworn to by the president, secretary, and managing officer, and be
accompanied by the charter fee of $25, and also its written assent that actions
may be commenced against the corporation by service of process upon the
Secretary of State. This stipulation must be executed by the president and
secretary of the company, authenticated by its seal and accompanied by a
certified copy of the resolution of the board of directors authorizing same.
Such corporations shall also pay the State fees on their capital stock as re-
quired of domestic corporations. During the month of February of each
year foreign corporations must file with the Secretary of State a statement of
276
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
the condition of such corporation at close of business on the day of last annual
statement made by such corporation for its own use, and within one hundred and
twenty-five days preceding filing of such statement or — if no such previous
statement has been made — the statement so filed shall show condition of the
company at close of business on the 31st day of December preceding. This
statement must show : name; location of principal place of business within
the State and without the State ; names and addresses of officers and directors ;
amount of authorized capital stock and par value of shares ; amount of capital
stock subscribed and amount and general nature of its sources and liabilities.
This report must be signed and sworn to by the president or general manager
and by the secretary (Laws of 1901, chap. 195, sees. 2, 3, 4; see generally Laws
of 1903, chap. 153;' Laws of 1903, chap. 150).
State v. Topeka Water Co., 61 Kan. 547 ; 60 Pac. 337 ; Alliance Trust Co. v. Wilson,
9 Kan. Ap. 891 ; 59 Pac. 177.
KENTUCKY.
(The references cited below are to the Revised Statutes of 1894, unless otherwise stated.)
1. Statute under which Business Corporations may incorporate. —
The Business Corporation Act of Kentucky is found in the Revised
Statutes, 1894, sees. 538-570, and acts amendatory thereof. Under it parties,
may incorporate for transaction of any lawful business. There are special
provisions applicable to collection agencies, banks, bankers, bridge companies,
building and loan associations, insurance, railroad, and real estate corporations
2. Incorporators. — Any number of persons not less than three may be
incorporators. There are no residential requirements (sec. 538).
'.'>. Contents of the Certificate of Incorporation. — The articles must
Bpecify :
a. Xame. — Similarity of names as to existing domestic corporations is
forbidden. The word " incorporated" must always follow the name adopted
(sec. 576).
//. Domiciliary Office. — Location within the State of the principal office or
place of business of the corporation.
c. Purposes. — The nature of the business, the objects or purposes pro-
to be carried on, promoted, or transacted. This permits of incorpora-
tion for more than one purpose.
>/. Capital Sloe/:. The amount of capital stock and the number of shares
into which tlie same is divided. The capital stock may be any amount. The
par value of shares may !»• any amount.
, Subscribers to Capital Stork. — The names and places of residence of tho
stockholders and the number of Bhares subscribed by each.
/. Duration. The time when tie' corporate existence commences and tho
duration of Me- same. This may l»- unlimited.
(j. Directors anil Officers, A designation of the Officers or persons who are
to conduct the affairs of the corporation and the time and place at which they
are to be elected. Then- must 1"- at lea I three directors.
//. ('orporate Tndt bit dness. The highest amount of indebtedness or liabil-
ity which the corporation may at any time incur. This may be unlimited,
i. Stockholders' Liability. —Statement as to whether the private property
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
of the stockholders shall be subject to the payment of corporate debts, and if
so, to what extent (see. .">:><)).
1. Statutory Powers. —In addition to the enumeration of the common
law powers of corporations, the statute gives the corporation power to remove
officers, to define their duties, and to require from any of them a bond for the
faithful performance of their duties, and gives boards of directors power to
adopl by-laws. The statute forbids the purchase by the corporation of its
own capital stock except to prevent loss upon debts previously contracted, and
the stock so purchased shall in no case be held for more than one year. It
also permits corporations to consolidate and to issue preferred stock. Also a
lien on stock for debts due the corporation from stockholders maybe enforced
by the corporation. Corporations cannot hold any real estate except as may
be necessary for carrying on its legitimate business for a longer period than
five years. Power to vote by proxy, to forfeit stock for non-payment of assess-
ment, to permit cumulative voting, and to classify directors is given (sees. 542,
513, 551, 555, 564, 567; Laws of 1902, chap. 58).
German Nat. Bank v. K. T. Co., 19 Ky. Law Rep. 361 ; 40 S. W. 458; C. G. L.
Co. v. City of Covington, 22 Ky. Law Hep. 796 ; 58 S. W. 805.
5. Corporate Indebtedness. — There is no limit to the amount of in-
debtedness which a corporation may incur. No bonds can be issued except
for equivalent in money paid, labor done, or property actually received and
applied to the purposes for which the corporation was created (sec. 568).
6. Procuring the Charter. — The articles of incorporation must be signed
and acknowledged by each of the incorporators. They must then be recorded
in the county clerk's office of the county in which the principal place of
business is to be located, and a copy thereof filed and recorded in the office of
the Secretary of State (sees. 540, 542, 570). Collateral inquiry into the
legality of corporate existence is forbidden (sec. 566).
7. Organization Tax. — An organization tax amounting to one-tenth of
one per cent on the amount of its authorized capital stock is exacted (Laws
of 1902, chap. 128, Art. XL sub. 1, sec. 1).
8. Filing and Recording Fees. — Recording fees in the office of the Secre-
tary of State, 20 cents per folio. Recording fees in local county office for
articles averaging one thousand words in length, |3, which includes cost of
certified copy for filing in the office of the Secretary of State.
9. Commencing Business. — Corporations in order to transact any busi-
ness with persons other than the stockholders must procure subscriptions in
good faith for at least fifty per cent of the authorized capital stock. When
this has been done, the corporation may commence the transaction of its
business. Such business must be commenced within two years after organi-
zation (sees. 543, 565). Before commencing business the corporation must
file in the office of the Secretary of State a statement signed by its president
or secretary, giving the location of its office or offices within the State and the
name or names of its agent upon whom process may be served (sec 571).
10. Organization Meeting. — Organization meeting must be held within
the State in the absence of any statute providing otherwise.
] 1. Meetings of Stockholders and Directors. — All meetings of stock-
holders must be held within the State. Directors' meetings may be held with-
out the State if the by-laws so provide (sec. 551).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three directors, each of whom must own in his own
278
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
right not less than three shares of stock. There are no residential require-
ments. Directors may be classified if desired. They must also adopt by-laws
(sees. 542, 551).
b. Liabilities. — Directors are jointly and severally liable for the declare
tion and payment of dividends when the corporation is insolvent or the dec-
laration or payment of which renders it insolvent or which diminishes the
amount of its capital stock. They are also jointly and severally liable for
knowingly causing to be published or given out any false statement or report
of the condition of the corporate business, or for failing or refusing to comply
with or for violation of any provision of the Business Corporation Act appli-
cable to them (sees. 548-550 inclusive).
Prewitt v. Trimble, 92 Ky. 176; 17 S. W.356; Kruse v. Humpert, 21 Ky. Law
Rep. 985 ; 53 S. W. 657.
13. Stockholders' Liabilities. — Stockholders inordinary business cor-
porations are liable only for their unpaid stock subscriptions (Laws of
1902, chap. 10j.
Cincinnati Cooperage Co. v. Bate, 16 Ky. Law Rep. 626; 26 S. W. 538; Senn v.
Levy, 23 Ky. Law Rep. 662, 1331 ; 63 S. W. 776.
14. Stock Certificates. — Every shareholder is entitled to have a stock
certificate issued to him signed by such officers as may be designated in the
by-laws.
l.">. Preferred Stock. — Corporations may provide in the articles of in-
corporation for classes of stock such as preferred, common, or deferred shares.
Preferred stock cannot be issued except for cash or its equivalent, nor for less
than the par value of the shares. The rights of preferred stockholders are
specifically set forth in the statute (sec. 564 ; Laws of 1904, chap. 105).
16. Payment of Capital Stock. —Stock can be issued only for money
paid, labor clone, or property actually received and applied to the purposes for
which the corporation was created. No labor nor property shall be received
in payment of stock at a greater value than the market price at the time the
labor was done or the property delivered. All fictitious increases of stock
shall be void (sec. 568).
17. Books. — A book containing the name and post-office address, the
number of shares held by each stockholder, and the time when such person
became a stockholder must be kept. Also a stock transfer book must be kept
at the principal office of the corporation within the State (sec. 546). This
is open to the inspection of stockholders and creditors.
18. Office and Agent. — ■ Every corporation must maintain an office
within the State and have an authorized agent therein upon whom process
may be served. The designation of such agent must be filed in the office
of the Secretary of State by certificate Bigned by the president or secretary
giving location of the office of the company in the Slate, and the name of
the agent upon whom process may be Berved (sec. 571).
Standard Oil Co. v. Commonwealth, 23 Ky Law Rep. 302; 62 So. W. 897.
If). Reports. No annual reports arc required.
20. Anti-Trust Statute. —There is an anti trusl statute in force directed
against illegal combinations, pools, and trusts (ConB., sec 198; K. S., sees.
8915 3921 inclusive).
21. Annual License Tax. — There IS QO annual license tax.
279
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
22. Extension of Corporate Existence. — There is no statutory provision
therefor.
23. Statutory Grounds for Forfeiture of Charter. — Every charter is
liable to be forfeited by suit brought for that purpose, by the State for
failing to comply with any requirement or provision of its charter or for
any abuse or misuse of its corporate powers, and shall have thereby be-
come detrimental to the internal welfare of the State. The charter is liable
to forfeiture for failure to commence business within two years after its
organization, for entering into illegal trusts, combinations, and pools, or
for giving money to fix the result of any election (sees. 505, 5G9).
S. E. Co. v. Commonwealth, 21 Ky. Law Rep. 1556; 55 S. W. 684.
24. Amendments. — By consent in writing of owners of two-thirds of
capital stock, the articles of incorporation may be amended for any purpose.
Said alteration or amendment to be signed and acknowledged by the
directors or a majority of them, and filed and recorded as articles of in-
corporation are required to be filed (sees. 559, 574).
25. Dissolution. — Any corporation may, by consent in writing of the
owners of a majority of its stock, close its business and wind up its
affairs (sec. 561).
26. Foreign Corporations. — The only requirements necessary to be
complied with in order to transact business within the State on the part
of foreign corporations is the designation of an agent upon whom process
may be served, and a declaration of the name of such agent and the domicile
of the corporation, by filing same with the Secretary of State (Act 1890,
p. 188; see also Cons., sec. 202).
Commonwealth v. Read Phosphate Co., 23 Ky. Law Rep. 2284; 67 S. W. 45;
Aultman Taylor Co. v. Mead, 22 Ky. Law Rep. 1189; 60 S. W. 294.
LOUISIANA.
(The references cited below are to Wolff's Revised Statutes of 1904 unless otherwise stated.)
1. Statutes under -which Business Corporations may incorporate. —
The Business Corporation Act of Louisiana is found in the Revised Statutes
of that State, 1904, sees. 683-741 ; see also Civ. Code of Louisiana, 1870,
sees. 427-447. (See Laws of 1902, Acts 53, 154; Laws of 1904, Act 78.)
Special acts are provided for banking, building and loan, canal, insurance,
railway, safe deposit, and trust, street railway, surety, telegraph and telephone
companies. Incorporation for stock-jobbing business is expressly forbidden
(sec. 683; Laws of 1888, Act 36).
2. Incorporators. — The number of incorporators varies with the nature
of the corporation. For many purposes six incorporators are required. There
are no residential requirements (sec. 683; Laws of 1882, Act 111; Laws of
1902, Act 154). Three or more persons may form themselves into a corpora-
tion for the purpose of carrying on any mechanical, mining, or manufacturing
business (except distilling or manufacture of intoxicating liquors), or for the
purpose of carrying on any lawful business or purpose not otherwise provided
for. There are no residential requirements (Laws of 1904, Act 78).
Ross v. Crockett, 14 La. Ann. 811; Board of Trustees, etc. v. Campbell, 48 La.
Ann. 1543; 21 So. 184.
3. Contents of the Charter (sec. 685). — The charter must contain:
280
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
a. Name. — A corporation organized under " Limited Liability Act " must
have the word " limited " in its name. Similarity of names is not forbidden.
b. Domiciliary Office. — The location of the principal office or place of
business within the State.
c. Purposes. — Corporations may be organized for more than one purpose if
none of these are within those classes for which special acts are provided and if
the corporation has a subscribed capital of $3,000 or over (Laws of 1904, Act 78).
(/. Service of Process. — An officer must be designated upon whom process
may be served.
e. Capital Stock. — Amount of capital stock, number of shares, par value
of same, time when and manner in which payment thereof shall be made.
The capital stock of any corporation carrying on a mechanical, mining, or
manufacturing business (except the distilling and manufacture of intoxi-
cating liquors) must be not less than 85,000 nor more than $1,000,000.
Limited liability companies must have a capital stock of not less than
$5,000 actually subscribed. The par value of the shares may be any amount.
/. Election of Directors. — The mode in which the election of directors
shall be conducted.
(j. Dissolution. — The mode of liquidation at the termination of the
charter (sec. 685).
The duration of charters is ninety-nine years (sec. 684).
4. Statutory Powers. — The statute enumerates the implied common law
powers of corporations, and also confers the following additional powers : Busi-
n !BS and manufacturing corporations whose objects are of the same general na-
ture may consolidate. The right to receive legacies and donations is also given
(sec. 684 ; Laws of 1874, Act approved Dec. 12 ; see also Cons., 1898, sec. 265).
5. Corporate Indebtedness. — Railway, plank road, turnpike, canal,
warehouse, drainage, sewage, land reclaimer, levee building, waterworks,
electric lighting and power, bridges, mills and refineries, saw-mills, rice-mills,
cotton-oil mills, erecting companies, ship-building and dock corporations may
borrow money and issue bonds and mortgage their properties and franchises
under such terms as the directors may direct or deem expedient (Laws of
1902, Act 30; see also Laws of 1902, Act 121).
6. Procuring the Charter. — The articles must be signed and acknowl-
edged before a notary. Charters for commercial and manufacturing pur-
poses must be recorded in the office of the recorder of mortgages of the parish
of their domicile, together with a list of subscriptions to their stock. Such
charters must also be published in some daily newspaper within the parish
of the domicile five times within thirty days. It is not necessary to publish
the list of subscribers. A duly certified copy of the charter taken either from
th" record of the notary before whom the act was passed or from the record
thereof in the office of tin' recorder in whose office said charter shall have
been record"d, must be filed in the office of the Secretary <>f Male. To this
copy must l>" affixed the certificate "f the recorder, att< cordation of
the act in his office, etc ; also a copy >>f one issue <,f the newspaper wherein
♦ h" said charter shall have been published, together with the affidavit of pub-
lication (sees 077, 080; Laws of 1898, Act 59)
7. Organization Tax Then is no organization tax, properly speaking.
The preliminary fee to the Secretary of State i- 1 15. Notary's fees range
f . < . r r j - (5 upward for drawing the charter, being regulated by the length of
the charter and the amount of capital stock.
281
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
8. Filing and Recording Fees. — For filing and recording in office of
Secretary of State, $25. Notary's fees for ordinary charter should not exceed
|25 for drawing same; recording the charter in county recorder's office, 25 cents
per folio : for publishing articles in newspaper the price varies with the lo-
cality, being much higher in New Orleans than elsewhere; average charge
is $15 j cost of certified copy of the articles averages about §5; district
attorney's foes, $5 (Laws of 1902, Act 163).
9. Commencing Business. — Corporations may begin business immedi-
ately after the first publication of the charter. No specific amount of the
capital stock need be subscribed for or paid in in order to entitle the corporation
to begin business.
Globe Realty Co. v. Whitney, 106 La. Ann. 257 ; 30 So. 745.
10. Organization Meeting. — In the absence of any statute providing
otherwise, the organization meeting must be held within the State (sec. 741).
11. Meetings of Stockholders and Directors. — All meetings, whether
of stockholders, directors, or officers, must be held at the domicile of the cor-
poration within the State. The law provides that any such meeting held else-
where and any business transacted thereat shall be unlawful and of no effect
(sec. 741).
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
statute does not provide the specific number of directors, neither are there
any residential requirements (sec. 684).
b. Liabilities-. — There are no statutory liabilities imposed upon directors.
13. Stockholders' Liabilities. — Stockholders are liable for unpaid bal-
ance due the company on shares owned by them. The statute specifically
provides that no mere informality in organization shall have the effect of
exposing a stockholder to any liability for unpaid balance due on their stock.
The statute further provides that the word "limited" shall be the last word
of the name of every corporation. The act further provides that the omis-
sion of the word "limited" in the use of the name of the corporation shall
render it and every person participating in such omission or knowingly ac-
quiescing therein liable for any indebtedness, damage, or liability arising
therefrom (sec. 090; Laws of 1888, Act 30).
14. Stock Certificates. — Every stockholder is entitled to have a certifi-
cate issued to him signed by such officers as may be designated in the by-laws.
15. Preferred Stock. — There is no statutory authorization for the issu-
ance of preferred stock.
16. Payment of Capital Stock. — Stock may be issued under the con-
stitution for labor done or money or property actually received. All fictitious
issues of stock are declared void (Cons., Art. 206).
17. Books. — The corporation is required to keep a stock transfer book at
its domicile within the State. This book must be kept open for public inspec-
tion (Cons., Art. 273).
Legendre v. Association, 45 La. Ann. 669; 12 So. 837; Bourdette v. Sieward, 107
La. Ann. 258; 31 So. 630.
18. Office. — Every corporation is required to keep a public office or place
of business within the State for the transaction of its business (Cons., Art. 264,
273; R. S., sec. 740).
19. Reports. — The president, cashier, secretary, or agent of every stock
corporation must, on or before the first day of March in each year, make and
deliver to the State collectors or assessors of the parish in which such corn-
282
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
pany is liable to be taxed a written statement under oath specifying : first,
the real estate, if any, owned by such company when the same is located in
this State; second, the capital stock actually paid in and not invested in real
estate ; third, the place of its principal business or where its principal opera-
tions are carried on in which it is liable to be taxed (sec. 736 ; see also Laws
of 1898, Act 170).
20. Anti-Trust Statute. — There is a constitutional prohibition forbidding
corporations to combine or conspire together for the purpose of forcing up or
down the price of any agricultural product or article of necessity for specula-
tive purposes (Cons., Art. 190). Under the Act of July 7, 1892, this Consti-
tutional provision is put in force in the form of an express anti-trust statute
(Laws of 1892, Act 90).
21. Annual License Tax — There is no annual license tax, properly speak-
ing, in existence in Louisiana.
22. Extension of Corporate Existence. — There is no statutory pro-
vision therefor.
23. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for fictitious issues of stock, for violation of the anti-trust act and
for insolvency (Laws of 1902, Act 224 ; see also Cons., Art. 266, and R. S., sec.
731).
La. Savings Bank, 35 La. Ann. 196.
24. Amendments. — Ordinarily amendments may be adopted by vote of
three-fourths of the stock represented at any meeting called for that purpose.
The capital stock may be increased or decreased, however, by a two-thirds
vote. Amendments must be recorded and filed in the local office and in the
office of the Secretary of State, but do not need to be published (Act 20, 1882 ;
Act July 14, 1898; sec. 687). The charter may be amended in any other re-
spect desired.
25. Dissolution. — Corporations may be dissolved by vote of three-fourths
of the stockholders represented at any meeting called for that purpose (Civ.
Code, Art. 417; R. S., sec. 688; Laws of 1902, Act 224).
Curie v. Santini, 16 La. Ann. 27.
26. Foreign Corporations. — Foreign corporations must deposit in the
office of the Secretary of State a statement showing the place of its domicile,
together with the name of the agent or officer within the State upon whom
service of process may be made (Cons., Art. 264 ; Act of July 10, 1*90 ; Act of
June 28, 1900, sec. 375). They are also required to file the same annual
reports as domestic corporations (sec. 736 ; Laws of 1898, Act 170).
State i ' rel. Watkins y. Company, 106 La. Ann. 621 ; 31 So. 172; State v. Southern
Pacific Co., 52 La. Aon. 1822; 28 So. 372; Milwaukee Trust Co. v. insurance Co., 106
La. Ann. 669 ; 31 So l"j- ; New I cleans v. Insurance Co., 106 La. Ann. 31 ; 30 So. 254.
MAINE.
(The references cited l>elow arc to the Ii«\- i-><l Statutes of 1904, chap. 47, unless otherwise
stated.)
1. Statutes under which Business Corporations may incorporate. —
Business corporations are organized under the provisions of chap 17 of the
l statutes of L904. 8] tfl are provided for banks, gas and
electric companies, navigation, railway, insurance, and trust companies, tele*
288
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
graph ami telephone, water and aqueduct corporations. Corporations may,
however, be formed for the construction and operation of railways without
the state ; also telegraph and telephone companies, gas and electrical com-
panies with the same limitations (sec. 6).
2. Incorporators. — Any number of persons not less than three may in-
corporate. There are no specific residential requirements (sec. 6).
;i. Procuring the Charter. — The incorporators should first prepare and
sign written articles of association, setting forth the purposes of the corpora-
tion, the place where the first meeting of incorporators shall be held, and the
date thereof, together with the names and residences of the incorporators.
They should then sign a waiver of notice of the first meeting of incorpora-
tors, fixing the time and place of holding said meeting, describing the pur-
poses thereof as follows: (1) to organize into a corporation; (2) to adopt a
corporate name; (3) to define the purposes of the corporation ; (4) to fix the
amount of capital stock and divide the same into shares ; (5) to elect a
president, not less than three directors, a clerk, a treasurer, and all other
necessary officers; (6) to adopt a code of bydaws; (7) to act upon any other
business which may properly come before the meeting. The meeting should
then be held, whereat a chairman and a clerk are chosen. The clerk should
be forthwith sworn. After the business described above is concluded, a cer-
tificate of organization should be prepared and signed by the president and a
majority of the board of directors (for contents of certificate of organization
see sec. 4, post). This certificate must be sworn to by the persons signing the
same. The certificate of organization must next be submitted to the Attorney-
General for examination and approval. After this is obtained, the certificate
of organization, together with the certificate of the Attorney-General approv-
ing the same, must be recorded in the office of the register of deeds of the
county where the principal place of business of the corporation is located.
Next, a certified copy of the certificate of organization must be filed in the
office of the Secretary of State. As soon as the certificate above referred to is
filed in the office of the Secretary of State, the corporate existence commences
(sees. 3, 4, 6, 7, 8, 9, 10).
4. Contents of the Certificate of Organization. — The certificate must
set forth :
a. Name. — The name of the corporation. Similarity of names is not
forbidden.
b. Purposes. — As many purposes as may be desired may be inserted pro-
vided they are not covered by special acts.
c. Capital Stock. — The capital stock cannot be less than $1,0.00.
d. Capital Stock paid in. — No particular amount required by statute.
e. Par Value of Shares. — This may be any amount.
/. Stockholders. — Names and residences of the subscribers to capital stock.
rj. Domiciliary Office. — The name of the county where the corporation is
located.
Chafee v. Bank, 71 Me. 514.
h. Directors. — Nnmber and names of directors. There must be at least
three, and all must be stockholders. There are no residential requirements.
i. Clerk. — Name and residence of the clerk. The clerk must be a resi-
dent of the State (sees. 3, 7).
5. Statutory Powers. — Tn addition to the enumeration of the common
law powers of corporations, the statute grants to corporations a number of ad-
284
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
ditional powers which may be enumerated as follows : To hold stock and
bonds in other corporations, to conduct business in other States and countries,
to issue preferred stock, to consolidate with other corporations, to vote by
proxy, to forfeit stock for non-payment of assessments, to hold directors'
meetings outside of the State, to issue stock for services and property (sees.
16, 17, 37, 38, 40, 51).
Franklin Co. v. Bank, 68 Me. 43.
6. Corporate Indebtedness. — There is no statutory limitation as to the
amount of indebtedness.
7. Organization Tax. — The organization tax is $10 for companies having
a capital stock of S10,000 or less. Beyond that and up to §500,000 the
organization tax is S50, and for each hundred thousand dollars in excess of
$500,000, |10 additional (sec. S).
8. Filing and Recording Fees. — Fee to Attorney-General for examining
and approving certificate of organization, §5; fee to register of deeds for re-
cording certificate of organization and certified copy, usually from 8-4 to $5 ;
fee to Secretary of State for filing certified copy of certificate of organization,
85 ; fee to Secretary of State for certified copy of organization certificate,
S3 (sec. 8).
9. Commencing Business. — Aside from the right to perfect the organi-
zation of the coqx>ration, no business can be transacted until after the certifi-
cate of organization is approved by the Attorney-General, recorded in the
office of the register of deeds, and a certified copy thereof filed in the office of
the secretary of State (sec. 10).
10. Organization Meeting. — Must be held within the State in the ab-
sence of any statute authorizing it to be held elsewhere (sec. 11). The first
directors' meeting should also be held there (Laws of 1903, chap. 182).
Freeman v. Company, 38 Me. 343.
11. Meetings of Stockholders and Directors. — All meetings of stock-
holders must be held within the State. Directors' meetings may be held with-
out the State if the by-laws so provide (sees. 11, 19).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors, each of whom must be a stockholder.
There are no residential requirements. They may be classified if desired,
and may act through committees (sec. 19).
b. Liabilities. — Directors are liable for the illegal declaration of dividends
82).
13. Stockholders' Liabilities. — Stockholders in ordinary business cor-
porations are liable only fur their unpaid stock subscriptions (sees. 84, 95).
They are also liable to creditors to the extent of illegal dividends received by
them (sec. -V2).
Grindle v. Stone, 78 Me 17''. ; S At]. [83.
11. Stock Certificates. -Each shareholder is entitled to have a stock
certifier i to him signed by the presideul or rice-president and b\ the
cashier, clerk, or treasurer (sec. 3 1 ).
1."). Preferred Stock. Two or mop' kinds <>f stock may be created with
such distinctions, preferences, and voting powers as shall be fixed and de-
termined l>y the by-laws or by vote <>f tie- stockholders at a meeting called f<>r
that purpose. Any or all .4' the capita] may be preferred, and any
dividend paid thereon that may be d< 19).
285
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
16. Payment of Capital Stock. — A corporation may purchase mines,
manufactories, or other property necessary for its business, and the stock of
other companies owning mining, manufacturing, apparatus, mills, or other
property necessary for its business, and issue stock to the amount of the value
thereof in payment therefor. May likewise issue stock for services rendered
to such corporation, and the stock so issued shall be full-paid stock and not
liable to any further call or payment thereon, and in the absence of actual
fraud in the transaction the judgment of the directors as to the value of the
property purchased or services rendered shall be conclusive (sees. 50, 51).
Libby v. Tobey, 82 Me. 397; 19 Atl. 904.
17. Books. — The clerk is required to keep at the office of the corpora-
tion within the State all corporate records and a stock register which shall be
open at all reasonable hours to the inspection of persons interested, who may
make extracts therefrom (sees. 19, 21).
18. Office and Clerk. — All domestic corporations must have a clerk and
must keep at some fixed place within the State a clerk's office where shall be
kept the corporate records and the stock register (sees. 3, 20).
19. Reports. — Corporations must file in the office of the Secretary of
State annually on or before the first day of June a statement signed and
sworn to by the president or treasurer, containing the names of the directors,
the president, treasurer, and clerk, with the residence of each, the location of
its principal office within the State, and the amount of authorized capital stock
sec. 26).
20. Anti-Trust Statute. — Combinations for regulating prices are pro-
hibited (sees. 53, 55).
21. Annual Franchise Tax. — Where the authorized capital stock does
not exceed $50,000, the annual franchise tax is $5. Where the capital stock
does not exceed $200,000, the tax is $10 ; where it does not exceed $500,000
the tax is $25 ; where it does not exceed $1,000,000, the tax is $50 ; for each
additional million dollars, or part thereof, $25 additional. This tax becomes
due and payable on the first day of September, and is assessed on or before
the first day of July of each year (chap. 8, sees. 18, 22).
22. Statutory Grounds for Forfeiture of Charter. — Failure to organ-
ize within two years from the date when the certificate of organization has
been filed with the Secretary of State renders the charter liable to forfeiture.
Also whenever the annual franchise tax shall have remained in arrears for the
period of one year after the same shall have become payable (chap. 1, sees. 28,
29; chap. 8, sees. 21, 22).
23. Amendments. — Corporations may change their names and location,
increase or reduce the amount of authorized capital stock, change the number
of shares or the number of directors by a majority vote of the stock issued and
outstanding. The amendment to take effect when a certificate of the change
has been filed in the office of the Secretary of State, which must be done
within ten days after the vote is taken. The purposes of the corporation
cannot be changed except by act of the legislature (sees. 36, 39, 40, 44, 45,
47, 52).
2 1. Extension of Corporate Existence. — There is no provision for the
extension of corporate existence.
25. Dissolution. — Corporations may be dissolved upon application to
the courts (sees. 77, 83).
26. Foreign Corporations. — There are no statutory requirements as to
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
the transactions of business by foreign corporations within the State. No
license fee is exacted.
Cousens v. Lovejov, 81 Me. 467 ; 17 Atl. 495 ; Childs v. Cleaves, 95 Me. 498 ; 50 Atl.
714.
MARYLAND.
(The references cited below are to Art. XXIII. of the Public General Laws, 1888, unless
otherwise stated.)
1. Statutes under -which Business Corporations may incorporate.
— The Business Corporation Act of Maryland is found in the Public General
Laws of Maryland, 1888, sees. 1-303 inclusive. Under this act corporations
may be formed for any purpose designated in twenty-five classes.
2. Incorporators. — Five or more persons, who must be citizens of the
United States and a majority of them citizens of Maryland (sees. 14, 42).
3. Contents of the Certificate of Incorporation. — The certificate must
set forth:
a. Incorporators' Names. — Names in full and places of residence of the
incorporators (sec. 42, sub. 1.)
b. Xame. — Corporate name, which shall always include the name of the
county or city in which it may be formed. Similarity of names not forbidden
(sec. 42, sub. 2).
c. Purposes. — The objects or purposes for which the corporation is formed.
The statute expressly provides that companies may be incorporated for two
or more of the purposes designated in the various classes (sees. 38, 42, sub. 3).
d. Duration. — Time of existence not to exceed forty years (sec. 42, sub. 3).
e. Provision for the Regulation of Internal Affairs. — Articles, conditions,
and provisions under which the corporation is formed (sec. 42, sub. 3).
/. Domicile. — Places where the operations of the corporation shall be
carried on and location of the domiciliary office within the State (sec. 42,
sub. 4).
g. Capital Stock. — Amount of capital stock, if any. This is unlimited as
to amount (sec. 42, sub. 5).
h. Shares. — Number and par value of shares. Par value of shares may
be any amount (sec. 42, sub. 6).
j. Directors. — Number of directors and names of the board for the first
year (sec. 12, sub. 7).
1 Statutory Powers— In addition to the statutory enumeration of
common law powers, corporations h;ive the following additional powers: To
vote by proxy at, stockholders' meeting, to forfeit the stock for non-payment
of assessments, to consolidate with other corporations, t<> remove directors,
and to hold property within or without the State (sees. 7, 11, :i:t, 39a, 50-56).
Booth el "<'. '-. Robinson era/., 55 Bid. 419.
5. Procuring the Charter. — Charter must be executed and acknowl-
edged and then submitted to one of the judges of the judicial circuit within
which the principal office of the corporation is to lie located (in Baltimore, to
: the judges of tin- Supreme Bench "I" Baltimore City). It' lie approves
it, he certifies that fact upon the certificate. The certificate is then recorded
in tic- office ot tiie clerk of the circuit court of the county in which the princi-
pal office i- i" !"■ located (in Baltimore in the office of the clerk of Superior
Court of Baltimore City). Upon so recording corporate existei ommences.
287
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
The certificate of the judge is made conclusive evidence that the certificate
does conform to law.
Bonaparte v. B. H., etc. Co., 75 Md. 340; 23 Atl. 784.
G. Corporate Indebtedness. — Corporate indebtedness must not exceed
total amount of authorized capital stock (sec. 75).
7. Organization Tax. — The organization tax is one-eighth of one per
cent upon the capital stock authorized (G. L., Art. LXXXI. sec. 88 f).
8. Filing and Recording Fees. — Filing fees in local county office, 10
cents per folio; clerk of courts fees, $5; cost of certified copy of the certifi-
cate of incorporation for filing with State tax commissioner, $3. 00.
9. Commencing Business. — Corporations cannot commence business
until a certified copy of the articles is filed with the tax commissioner. No
special amount of stock need be subscribed, but one-fourth of the capital stock
must be paid in each year.
10. Organization Meeting. — The organization meeting must be held
within the State, in the absence of any statute providing otherwise.
11. Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the State. Directors' meetings may be held without the
State if the by-laws so provide (sees. G, 7).
12. Directors' Qualifications and Liabilities, a. Qualifications. — Must
not be less than four nor more than twelve. All must be citizens of the
United States and a majority of them citizens of Maryland. They may be
removed by the stockholders (sec. 57). Cumulative voting may be provided
for if desired (sec. 58).
b. Liabilities. — Directors are liable for illegal payment of dividends and
for loans to stockholders. The president and a majority of the directors must
within thirty days after the payment of the last instalment of the capital stock
make a certificate stating the amount of capital stock paid in and of all
property received in payment of stock subscriptions and the extent to which
such payments have been made in property. The certificate must be then
signed and sworn to by the president, and must be filed with the clerk of the
court in which the certificate of incorporation is recorded (sees. 65, 67, 68, 69).
Fisher v. Parr, 92 Md. 245; 48 Atl. 621.
13. Stockholders' Liabilities. — Stockholders are liable to the extent of
their unpaid stock subscriptions. They are also liable to creditors to an
amount equal to the amount of their stockholdings for all debts contracted in
the name of the corporation until the amount of capital stock fixed in the
certificate of incorporation has been paid in, and a certificate thereof made
and filed by the secretary and board of directors as provided by law (sees. 64,
66, 271).
Rider v. Morrison, 54 Md. 429.
14. Stock Certificates. —Each stockholder is entitled to a certificate
signed by such officers as the by-laws may prescribe.
15. Preferred Stock. — Preferred stock maybe issued either by provid-
ing for such issuance in the certificate of incorporation, or by vote of the
common stockholders thereafter had (sec. 291).
Scott v. Company, 93 Md. 475 ; 49 Atl. 327.
16. Payment of Capital Stock. -- Stock subscriptions may be paid for
in land or other property at a valuation agreed upon between the corporation
288
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
and the subscribers where the property is such as is suitable for corporate
purposes (sec. 61 ; see also sec. 65).
17. Books. — A book must be kept containing a list of stockholders, show-
ing place of residence and number of shares held by them, time wheu they
became owners of such shares, and such book must be kept open for inspection
during business hours by the stockholders (sec. 72 ; see also sec. 5).
Wt-ihenmayer v. Bitner, 88 Md. 325 ; 42 Atl. 245 ; Brant v. Ehleu, 59 Md. 1 ;
Cahill v. Association, 94 Md. 353; 50 Atl. 1044.
18. Office. — Must maintain an office in the State (sec. 12).
19. Reports. — Stockholders owning five per cent of the capital stock are
entitled, upon written request, to have a report in detail of assets and liabilities
of the corporation. In January or July the president and treasurer file
statement of affairs in records of the corporation (sees. 5, 71, 73).
20. Anti-Trust Statute. — There is no anti-trust statute in Maryland.
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for failure to pay taxes for a period of two years, or for non-user or
misuser of corporate powers (sees. 88 e, 255, 263; Laws of 1900, chap. 272).
22. Amendments. — Charters may be amended for any purpose desired.
A peculiar provision is in force in Maryland which has the effect of permit-
ting a change in the par value of the shares. Where the par value of the
stock is reduced by losses, the stockholders may establish the true value of
the stock at a meeting called for that purpose, and may provide for calling in
and cancelling the whole or any part of such stock and issue stock in lieu
thereof at such par value as they may decide so as to represent the amount
of the true value so established (sees. 17. 71-78. 79, 80).
23. Extension of Corporate Existence. — (See Laws of 1900, chap. 272).
24. Dissolution. — By the State (Attorney- General) forfeited for misuse,
etc., or by vote of stockholders for any reason, by bill in equity in name of
the corporation. There can be no dissolution until all State taxes are paid
(I . Art. XXIII. sees. 255, 264, 265; Act 1892, chap. 399; Laws of 1902,
chap. 198).
25. Annual Franchise Tax. — None after organization, but one-eighth
of one per cent each year, unless the company is organized within two years
from date of certificate of incorporation (Laws of 1900, chap. 272).
26. Foreign Corporations. — File with Secretary of State their charter,
with fee of $25 ami a statement setting forth amount of capital stock author-
ized and issued, assets and Liabilities, character of business, principal office
■in Stat*-, and appoint agent to receive process (Laws of 1898, chap. 270, sees.
109 a. b, <•. d, '■).
k >;. Company, 87 Md. 138 39 Atl. 94 ; Condon v. Association, 89 Md. 99; 42
Atl. 944.
MASSACHUSETTS.
(The • ited below are <■> the Lam "f 1903, chap. 437,'commonly known a3 the
"Business Corporation Law.")
1. Statutes under which Business Corporations may incorporate. —
Under the act that went, intoeffeel August 1. L903, parties may incorporate
fnr any lawful purpose nut covered by special act, except t'> bay ami vii r eal
estate or to distil and manufacture Intoxicating liquors. Special acts air
provided for hanking, trust, surety, lafe deposit, insurance, railway, street
19 289
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
railwav. telegraph, telephone, gas, electric light, heat, power, canal, aqueduct,
cemetery, and crematory companies.
2. Incorporators. — There must be at least three incorporators. There
are no residential requirements (sec. 7).
Walworth v. Brackett, 98 Mass. 98.
3. Articles of Incorporation and Organization. — The incorporators
Bhould first prepare and sign an agreement of association, stating (a) that the
subscribers thereto associate themselves together with the intention of form-
ing a corporation. The agreement should also set forth (/>) the corporate name
to be assumed, (c) the location of the principal office of the corporation in the
commonwealth and elsewhere, as well as if the corporation is organized to do
business wholly outside of the Commonwealth. In addition to the foregoing
the agreement should also set forth (V) the purposes for which the corporation
is formed, the nature of the business to be transacted,! (e) total amount of
authorized capital stock of the corporation not to be less than $1,000, par
value of the shares not to be less than $5, and the number of shares into
which the capital stock is to be divided, and the restrictions if any imposed
upon its transfer. If there are more than two classes of stock, a description
of the classes and a statement of the terms upon which they are to be created
and the method of voting thereon. (/) If desired, provisions may be inserted
for the conduct and the regulation of the business of the corporation, for its
voluntary dissolution, or for limiting or defining or regulating the powers of
the corporation or of its directors or stockholders, (r/) The subscribers by
■whom the first meeting of the corporation is to be called must be stated, or,
in lieu thereof, the notice of said meeting is waived in writing by each of the
incorporators. (Ii) There must also appear the names and residences of the
incorporators, and the amount of stock subscribed for by each. The meeting
should then be held, whereat a chairman and temporary clerk should be
chosen. The clerk should be forthwith sworn. After by-laws have been
adopted the incorporators must proceed to the election of directors, a treasurer,
clerk, and such other officers as the by-laws may prescribe. A majority of the
directors must forthwith make, sign, and make oath to the articles of organi-
zation (for contents of articles of organization see sec. 4, post). The articles
of organization and the records of the first meeting of incorporators must be
Bubmitted to the commissioner of corporations for examination, and he may
require such amendments thereof and such additional information as he may
think necessary. If he finds the articles conform to the provisions of the
statute, he shall so certify and endorse his approval thereon. Thereupon the
articles shall upon payment of the organization tax be filed for record in
the office of the Secretary of State of the Commonwealth, who will issue a
certificate of incorporation. The corporate existence commences upon the
filing of the articles of organization in the office of the Secretary of the Com-
monwealth. The certificate of incorporation or a certified copy thereof is
conclusive evidence of the existence of the corporation (sees. 8, 9, 10, 11, 12).
Bird v. Daggett, 97 Mass. 494.
1. Contents of the Articles of Organization. — The articles of organi-
zation must set forth : ('/) A true copy of the agreement of association, and
the names of the subscribers thereto, (b) The date of the first meeting and
1 The Secretary of State permits the insertion of any number of purposes in the articles
ciation not covered bv special act.
290
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
all adjournments thereof, if any. (c) Amount of capital stock to be issued,
the amount thereof to be paid for in cash, by instalments, aud the instal-
ment to be paid before the corporation commences business, and the amount
thereof to be paid for in property. If such property consists in part of real
estate, its location and the amount of stock to be issued therefor shall bestated.
If any part of such property is personal, it shall be described in such detail as
the commissioner of corporations may require aud the amount of stock to be
issued therefor shall be stated. If any part of the capital stock is issued for
services or expenses, the nature thereof and the amount of stock which is
issued therefor shall be stated. {<!) The name, residence, and post-office
address of each of the officers of the corporation (sec. 11).
5. Corporate Name. — The name used shall indicate that it is a corpora-
tion as distinguished from a natural person or partnership. It is forbidden
to use the name of another domestic corporation or of a foreign corporation,
or of any partnership or association carrying on business in the Common-
wealth at the time of such organization or within three years prior thereto, or
a name so similar thereto as to be liable to be mistaken for it, except with the
consent in writing of said corporation, association, or partnership. Courts,
are given express jurisdiction in equity to enjoin the illegal use of the cor-
porate name (sec. 5).
6. Statutory Powers. — In addition to the enumeration of common law
powers of corporations, the statute grants to corporations a number of ex-
traordinary powers which may be enumerated as follows : To have perpetual
succession ; to insert in the agreement of association rules for the regulation
of the internal affairs of the corporation; to appoint an executive committee
from its board of directors, to whom may be delegated the management of the
current and ordinary affairs of the corporation. The act expressly forbids
ri .oration to vote upon any share of its own stock. It authorizes corpora-
tion, to vote by proxy, to forfeit shares for non-payment of assessments, to
issue preferred stock, and to classify directors (sees. 4, 16, 19, 23, 21).
Commonwealth v. Railway, 142 .Mass. 140; 7 N. E. 716.
7. Corporate Indebtedness. — There is no limit to the amount of cor-
poral" indebtedness in Massachusetts.
8. Organization Tax. — The organization tax is 25 cents on each thou-
sand dollars of authorized capital stock, except that in no case shall it be less
than |10 (sec. 88).
9. Filing and Recording Fees. — There are no filing fees in the office of
t!i" Secretary of state other than the organization tax. For certified copy of
the articles of incorporation, $5 (sees. 89, 90).
10 Commencing Business. — Aside from the right to perfect the organi-
zation of the corporation, no business can be transacted until the articles of
i/it.ion have been approved by the commissioner of corporal ions, the
organization tax paid, and the certificate recorded in the offi f the Secretary
of the < lommonwealtb (sec. 12).
Chase Elevator Co. v. Company, 152 Mass E 300; Sawea v. Anglo
.1 Co., 101 Mass 385; A M I Insurance < ! 87 Ma 146,
11. Organization Meeting. — The various steps nece Rary to procure the
organization of the corporation have already 1 n set forth in sec. 3,anfe.
The organization meeting musl take place within the Commonwealth. The
statutory officers in Massachusetts are a president, clerk, and treasurer | e<
9, 10, 20).
291
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
12. Meetings of Stockholders and Directors. — All meetings of stock-
holders must be held within the State. Directors' meetings may be held with-
out the state if the by-laws so provide (sees. 20, 25 ; Laws of 1904, chap. 207).
18. Directors' Qualifications, Powers, and Liabilities, a. Qualifica-
tions.— There must be at least three directors, each of whom must be a
iholder unless the by-laws otherwise provide. There are no residential
requirements. The president of the corporation must be elected annually by
and from the board of directors. The other officers are elected by the stock-
holders. Directors may be divided into classes not exceeding five, if desired
(sec. 18). Under the statute the board may elect from its members an execu-
tive committee, to whom may be delegated the management of the current
and ordinary business of the corporation (sees. 17, 18, 1!)).
6. Liabilities. — Directors who make oath falsely to articles of organization
are jointly and severally liable to any stockholder for actual damages caused
by false statements therein and which they knew to be false. Also, for debts
and contracts of the corporation where they declare or assent to a dividend
when the corporation is or thereby is rendered bankrupt or insolvent, to the
extent of such dividend. Also, for debts contracted between the time of
making or assenting to a loan to the directors and the time of its repayment,
to the extent of such loan unless they voted against such dividend or the pay-
in- of such loan (sees. 34, 35). No director can be held liable for its debts
or'contracts unless the corporation has been duly adjudicated bankrupt or
unless a judgment has been recovered against it and it has neglected for thirty
davs after demand made upon it to pay the amount due (sees. 14, 3D).
Cole v. Cassidy, 138 Mass. 437.
14. Stockholders' Liabilities. — Stockholders are liable for the debts of
the corporation in any event to the extent of their unpaid stock subscriptions.
The statute also provides that stockholders who vote to reduce the capital
stock of the corporation contrary to law shall be liable for the payment of
the debts and contracts of the corporation existing at the time of such reduc-
tiorj to the extent of the amount withdrawn. Stockholders are also liable for
all moneys due to operatives for services rendered within six months before
demand made upon the corporation and its neglect or refusal to make, such
payment (sees. 33, 36, 39).
Hancock National Bank v. Ellis, 1G6 Mass. 414; 44 N. E. 349 ; Tettibone v. Com-
pany, 148 Mass. 411 ; 19 N. E. 337.
15. Stock Certificates. — Every stockholder is entitled to have a 6tock
certificate issued to him, signed by the president and treasurer (sec. 26).
Wyman >■■ Powder Co., 62 Mass. 168; Sibley v. Bank, 133 Mass. 515.
1 »;. Preferred Stock. — One or more kinds of stock may be created under
such terms and conditions as may be provided for in the agreement of associ-
ation or in an amendment thereto adopted as provided by statute (sees. 27,40).
Am. Tube Works v. Machine Co., 139 Mass. 5 ; 29 N. E. 63.
17. Payment of Capital Stock. — Capital stock may be issued for cash,
property, services, or expenses. If it is paid for in instalments, this fact must
he set forth upon the certificate. If any stock be issued subsequent to the
hsue of stock authorized by the articles of association, then a certificate is pre-
pared within thirty days after the date when said stock has been authorized,
and is Bigned and sworn to by the president, treasurer, and a majority of the
directors, setting forth : («) Total amount of capital stock authorized. (//)
The amount of stock already issued for cash, payable in instalments, and the
292
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
amount paid thereon ; also the amount of full-pail stock already issued for
either property, services, or expenses, (c) A description of said property and
the nature of said services or expenses. This certificate must be submitted to
the Commissioner of Corporations. If lie finds it conforms to the law, lie
shall so certify and endorse his approval thereon. The certificate must then
be filed in the"ofnce of the Secretary of the Commonwealth, who upon payment
of the proper fee shall cause it and the endorsement thereon to he recorded.
The law provides that no stock shall be at any time issued unless the cash or
property, services or expenses for which it was authorized to be issued lias
been actually received or incurred by or conveyed or rendered to the corpora-
tion, and the president, treasurer, and directors shall be jointly and severally
liable to any stockholder of the corporation for actual damages caused to him
by such issue (sec. H).
18. Books. — The clerk is required to keep a record of all proceedings of
the stockholders and board of directors. The corporation is required to keep
a stock transfer book within the State. These books are open to the inspection
of stockholders at all times (sec. oO).
19. Office and Clerk. — - All corporations must have an office within the
State, and must appoint a clerk who is a resident of the Commonwealth (sees.
8, 18).
20. Reports. — Every corporation shall annually within thirty days after
the date fixed by the by-laws for the annual meeting, or within thirty days
after the final adjournment of such meeting, prepare a reportof the condition
of the company, signed and sworn to by its president, treasurer, and at least a
majority of its directors, stating the name of the corporation ; location of its
principal office in the Commonwealth or elsewhere in case the corporation is
organized to do business wholly outside of the Commonwealth; date of its last
preceding annual meeting; total amount of its authorized capital stock;
amount due and outstanding and amount then paid thereon ; the class, or
classes, if any, into which it is divided ; the par value and number of its
shares ; names and addresses of all the directors and officers, and the date on
which the term of office of each expires ; statement of the assets and liabilities
of the corporation as of the date of the end of its last fiscal year. - This report
must be submitted to the commissioner of corporations for his approval and
who shall endorse his approval thereon in conformity with the law. If the
corporation has a capital stock of 8100,000 or more, it shall be accompanied
a written Btatemenl of the affairs of such corporation. The statement of
the auditor of the corporation's books must be filed with the annual report.
In addition to the Eoregoing, every corporation shall annually, between the
first and tenth of May, make a return to the tax commissioner under oath of
it- trea urer, stating the naraeof the corporation and setting forth the follow-
ing firs! day of Ma\ of the year in which the return is made: the
f the capital stock oi the corporation, amount issued and Out-
ing, and (he amount then paid I hereon ; classes into which it is divided |
pal yalueof hue.-, number of it- hares, and their market value, as to each
f B hares, if there are two or more classe ; itatement of the real estate,
machinery, rchandise, and other n Bets belonging to th »rporation within
and withoul the Commonwealth; a li t of th tocl holders of the corporation,
their residences, the am. ami and I if more than one) belon
toeach. b stock i pledged, the name and residence of the pledgor and
pled ■ musl be given (sees 15 60 in lu ive).
293
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
21. Anti-Trust Statute. — There is no anti-trust statute.
L )- J. Annual Franchise Tax. — The annual franchise tax is based upon
the value of the corporate franchises. This tax upon the value of the corpo-
after making certain deductions enumerated in the act, shall
bate a tax levied at a rate to be determined by a proportionate part of
the whole amount of money to be raised by taxation upon property in the
Commonwealth during the same year, as returned by the assessors of the
several cities and towns of the State, containing an amount, less said deduc-
tions, of not exceeding twenty per cent in excess of the value as found by the
mmissioner of the real estate, machinery, merchandise, and securities,
which, if owned by a natural person resident of the Commonwealth, would be
liable to taxation; and the total amount of taxes to be paid by such cor-
poration in any year upon its property to be taxed in the Commonwealth, and
upon the value of its corporate franchises, shall amount to not less than one-
tenth of one per cent of the market value of its capital stock at the time such
assessment is made by the tax commissioner (sees. 71, 76-87 inclusive). The
tax becomes due and payable on November 1st (See also Laws of 1901, chaps.
225, 145.)
23. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for usurpation of franchises or privileges not conferred by law
(P. S., chap. 186, sec. 1721). Also for failure to pay annual taxes and make
annual statements for two successive years (sees. 49, 78).
Russell r. M'Lellan, 14 Pick. 63.
24. Amendments. — Articles of association for the purposes hereinafter
designated may be amended at a meeting called for that purpose by a vote
of two-thirds of all its stock, or two-thirds of each class of stock outstanding
and entitled to vote, or by a larger vote if the agreement of association so re-
quires, to wit: changing the corporate name, nature of its business, classes
of stock and voting powers thereof, sell, lease, or exchange its property or
assets, including its good-will and its corporate franchises. After a vote of a
majority of its stockholders at a meeting duly called for that purpose the cor-
poration may authorize the change of the location of its principal office or place
of business in the Commonwealth, or change the par value of the shares of its
capital stock, and increase or reduce the same, or authorize proceedings for
dissolution (sees. 40, 42, 43, 44).
Salem M. D. Corp. v. Ropes, 23 Mass. 23.
25. Extension of Corporate Existence. — There is no express provision
for the extension of corporate existence. (See however sec. 40.)
26. Dissolution. — By a majority vote of all classes of stock entitled to
vote, a petition for dissolution, to be addressed to the courts having jurisdic-
tion in the premises, may be authorized (sees. 51-55 inclusive).
Stone v. Framingham, 109 Mass. 303.
27. Foreign Corporations. — Every foreign corporation which has a
usual place of business within the Commonwealth or which is engaged therein
permanently or temporarily, and with or without the usual place of business
therein, in the construction, erection, alteration, or repair of buildings, bridges,
railroads, or structures of any kind, shall, before doing business in this Com-
monwealth, in writing appoint, the commissioner of corporations to be its
attorney upon whom all lawful process may be served. A copy of the power
of attorney and a copy of the vote authorizing its execution, duly certified,
file 1 in the office of the State commissioner, and a copy of its char-
294
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
ter, a certified copy of its articles of association, and also a true copy of its
by-laws, and a certificate in such form as the commissioner of corporations
may require, setting forth the name of the corporation, location of its prin-
cipal office, names and addresses of its president, treasurer, clerk, or secretary,
or the members of its board of directors, date of its annual meeting and for
the election of officers, amount of its capital stock authorized and due, number
and par value of its shares and the amount paid in, and if any part of such
payment has been made otherwise than in money, the details of such pay-
ment. This certificate must be signed and sworn to by the president and
treasurer and by a majority of its directors. No foreign corporation can tran-
sact any business which is not permitted to domestic corporations by the laws
of the Commonwealth.
Before transacting business within the State foreign corporations must
pay 625 for filing copies of the charter, bydaws, and certificate required by
the act. They are also required to make an annual certificate of the condi-
tion of the corporation (sees. 5G-70 inclusive, also sec. 91). Each year
foreign corporations are required to pay an excise tax of one hundredth of one
per cent of the par value of its authorized capital stock, as stated in its annual
statement of condition, this amount never to exceed §2,000 (sec. 7.")).
Broadway Nat. Bank v. Baker, 17G Mass. 294 ; 57 N. E. 603 ; Kennebec Ins. Co. v.
Augusta Ins. Co.. G Cray, 204; American Ins. Co. v. Owen, 15 Gray. 491 ; Enterprise
Brewing Co. v. Grime, 173 Mass. 252 ; 53 N. E. 855; Hay ward v. Leeson, 176 Mass.
310; 57 N. E. 656; Bishop v. Globe Co., 135 Mass. 132; Johnston v. Insurance Co., 132
Mass. 432.
MICHIGAN.
(The references below are to the Session Laws of 1903, chap. 232, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Michigan is found in the Session Laws of
1903, chap. 232. Special acts are provided for banking, insurance, and rail-
way companies. Under the act referred to above, corporations may be organ-
ized for any lawful purpose. Special provision is however made for mining
corporations. (See Laws of 1903, chaps. 130, 233, 211.)
2. Incorporators. — Threeor more persons may incorporate. There are
no residential requirements (Laws of 1903, chap. 232, sec. 1).
:i. Contents of the Articles of Association. — The articles of associa-
tion should contain :
a. Name. — Similarity of names among domestic corporations is forbidden
(Laws of L903, chap. 232, sec. 2).
//. Purposes. A company may incorporate and carry on manufacturing
or mercantile business or anj union of the two, or for buying, selling, or breed-
ing live stock, or foi engaging in maritime commerce or navigation; or for
purchasing, holding, or dealing in real estate; or for [ducting warehouses
and storage business, or for erecting and owning buildings, or for tin' produc-
tion and supplying of gas and electricity; or for printing, publishing, and
booh iri.il.m ■. or l"r carrying on any other lawful bu im - except nob as is
excluded by sec. 36 of the act, but a company rann.pt combine any two line
of business except manufacturing and mercantile, which is expressly provided
for in the acl I !■•! of 1903, chap. i. '-')•
r . i -Location of the principal place or places where
I te opera! '"d < ''' )■
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
j ( v ,,-{■_ — The total authorized capital stock, which shall not bd
less than 91, I nor more than 925,000,000 (Id. ; see also Laws of 1903, chap.
,-. Number and Peer Value of Shares. — The par value of the shares must be
either $10 or 9100 (Id.)-
f. The Amount of Stock Subscriptions. — This must be not less than fifty
j. or cent of the authorized capital stock (Id.).
,. / Stock. — If preferred stock is desired, this must be provided
for in the articles, and an exact statement of the terms upon which the common
and preferred stock are created, and the amount of each subscribed and the
amount of each paid in (Id.).
h. Capital Stock- paid in. — The amount of capital stock paid in at the
time of executing the articles, which shall not be less than ten per cent of the
authorized capital, and not less than $1,000, except where the capitalization
is ^2,000 or iiiuler, when it shall be twenty -five per cent thereof. Under this
section the manner of payment of the capital stock is required to beset forth
in detail — this to include an itemized description of the property in which
the stork payment is made, with the value at which each item is taken, which
valuation shall be conclusive in the absence of actual fraud (Id.).
i. Domiciliary Office. — The location of the office in the State of Michigan
for the transaction of business (Id.).
j. Duration. — The corporate existence, which shall not exceed thirty
years (Id.).
k. Stockholders. — The names of stockholders, residences, and number of
shares of stock subscribed for by each must be set forth (Id.).
People ex rel v. Company, 111 Mich. 405 ; 69 N. \V. 653.
1. Statutory Powers. — In addition to the statutory enumeration of the
common law powers of corporations, the act gives the following extraordinary
powers: The corporation may conduct its business in whole or in part, if it
i, without the State, and within the United States. Also the power to
issue capital stock in exchange for real ami personal property, with the power-
to make such capital stock full-paid stock and not liable for any further call,
and to relieve the holders thereof from any stockholders' liability in the ab-
sence of actual fraud in the transaction. To vote by proxy, to forfeit stock
for non-payment of assessments, to enforce a lien for non-payment of debts,
to cumulate votes in the election of directors, to issue preferred stock (Laws
of 1903, chaps. 223, 232, sees. 10, 11, 13, 11, 20; see also Laws of 1901, chaps.
17';. 183).
Kakins v. Company, 75 Mich. 568; 42 N. \V. 982; Shadford v. Company, 130 Mich.
300 ; 89 X. W. 960.
5. Procuring the Charter. — The articles of asso?iation must be signed
and acknowledged by each of the incorporators. It seems to be contemplated
by the statute that the corporation shall be organized before the articles are
filed in any State or local office (see Organization Meeting, post, sec. 10).
The statute provides that before any corporation organized to operate in the
State shall commence business the president shall cause the articles of associ-
ation to be recorded in the office of the Secretary of State and in the office of the
county clerk of the county in which its operations are to be carried on. If it is
organized to operate outside of the State, the requirement is the same, except
: .e articles must then be filed in the office of the Secretary of State and
in the office of the county clerk of the county in the State where the domicili-
296
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
ary office is located. The corporate existence, however, commences as soon as
articles are subscribed and acknowledged (Id. sees. 2, 9).
6. Corporate Indebtedness. — There is no limit prescribed by statute
upon the creation of corporate indebtedness.
7. Organization Tax. — One-half of one mill on each dollar of authorized
capital stock, that is, 50 cents on each thousand dollars, with a minimum fee of
$5 (Laws of 1891, chap. 2 ; Laws of 189:}, chap. 79 ; C. L. of 1897, sec. 8574).
8. Filing and Recording Fees. — Filing articles of association in the
Secretary of State's office, 50 cents, and for recording same, 20 cents per
folio. Cost of certified copy of the articles, SI if copy is prepared and
submitted for certification. For filing in local county office, 50 cents, and
for recording the same 20 cents per folio (Id. sec. 19).
9. Commencing Business. — Corporations may commence business as
soon as the articles of association are filed and recorded in the office of
the Secretary of State, and — in the case of corporations formed to carry on
its business within the State — in the office of the clerk of the county in
which its corporate business is to be carried on, or — in the case of non-
resident corporations — in the office of the county clerk of the county where
the domiciliary office is located (Id. sec. 9). In the case of manufacturing,
commercial companies, etc., before commencing business, at least ten per cent
of the capital must be paid in and fifty per cent subscribed (Laws of 1903,
chap. 232, sec. 2).
C. V. & P. Co. v. Secretary of State, 8 Detroit Leg. News, 795.
10. Organization Meeting. — Any two of the stockholders named in
the articles of association may call a meeting of the stockholders for the
purpose of organization, by publishing notice thereof in the manner required
by statute. This notice may be waived in writing by all the stockholders
specifying the time for the organization meeting. The organization meeting
should be held within the State in order to avoid any possible question as
to the legality thereof (Id. sec. 3).
11. Meetings of Stockholders and Directors. — The statute specifically
provides that corporations may establish an office or offices for the transaction
of business without the State and within the United States, and to hold any
meetings of the stockholders and directors thereat. The place must be
chosen by a vote of a majority of the stockholders at a meeting duly called
for that purpose, and after being fixed cannot be changed within one year,
and must be certified by the directors of the corporation to the Secretary
of State within two months from the time such office is located (Id. sec 20).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors who shall be stockholders. There are no
residential requirements (Id. sec. 4). Cumulative voting is provided for
(Laws of 1903, chap. 224).
Anderson Carriage Co. v. Pongs, 127 Mich. 543; RG N. W. 1040.
h. Liabilities. — The directors are liable to creditors for failure to make
annual reports an provided !>y law, for declaration of dividends when the
company is insolvent, or when the paymenl of the .same would render
i' insolvent, ami are jointly and severally liable to the extent of three times
the amount paid on the Btocs outstanding in their name for violation of
any provi ion of the Business Corporation Act (Id lee 12,22,28)
Bankv. Pierson, 112 Mich. 410j 70 N. \V. 901 ; M. I. W. C. & S. Co. v. Mosher,
114 Mich. 64; 72 N. W. 117.
297
[INCORPORATION WD ORGANIZATION OF CORPORATIONS.
13. Stockholders' Liabilities. — If the capital stock of a corporation is
withdrawn before the payment of the corporate debts for which such stock
would have beeu liable, the stockholders arc jointly and severally liable to
anv creditor to the amount that has been withdrawn. Stockholders are
individually liable for all labor performed for the corporation. They are
ible to the amount of their unpaid stock subscriptions (Id. sees. 14,
21, I'D).
A M A: G. B. Co. r. Bulkley, 107 Mich. 447; 65 N. W. 291 ; Graves v. Rrooks,
[, 124; :."» N. W. 932; A. S. & W. Co. v. Eddy, 130 Mich. 206; 89 N. W.
McBryan v. Company, 130 Mich. Ill ; 89 N. W. 683.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws may prescribe.
The par value of shares may be either $10 or $100 (Id. sec. 2).
15. Preferred Stock. — The corporation may provide in its articles of
ition, or by amendment thereto, for the issuance of preferred stock,
exceed two-thirds of the capital stock paid in, which shall be subject to
redemption at par at a certain time to be fixed by the by-laws of the corpora-
tion and to be expressed in the certificate therefor. The holders of preferred
stock shall be entitled to a dividend payable quarterly, half yearly, or yearly,
same to be cumulative, and not to exceed eight per cent per annum. Preferred
stockholders are not liable for the debts of the corporation excepting debts
for labor. Preferred stockholders shall have voting power except when other-
wise provided in the articles of association or amendments thereto. The
right to vote is also given under certain other conditions (Id. sec. 35).
16. Payment of Capital Stock. — The statutes of Michigan are peculiar
with respect to the manner of the payment of capital stock. Such stock
may be paid for either in cash or in real or personal property. If paid in
property, an itemized description thereof must be inserted in the articles of
association, together with the valuation of each item taken, and this valuation
is conclusive in the absence of actual fraud (Laws of 1903, chap. 232, sees.
2, 14).
17. Books. — Books containing accounts of the company must be kept at
the office of the treasurer of the corporation within the State for the inspection
of stockholders (Id. sec. 15). Corporations having their principal place of
business within the State are required to keep their stock transfer book at
such office.
18. Office and Agent. — Every corporation must maintain an office
within the State and an agent to receive process. Such office cannot be
changed within one year (Laws of 1903, chap. 232, sec. 2).
19. Reports. — Annual reports must be made in January or February
stating condition of stock ; amount of capital invested in real or personal
estate and actual value; amounts of debts and credits; names and addresses
of the stockholders, and number of shares owned by each. Duplicates of this
must be filed with the Secretary of State, who later on files one with
the county clerk of the county where the principal business is carried on
(Id. sec. 12).
20. Anti-Trust Statute. — Under the Act of March 3, 1899, all trusts or
combinations intended to prevent free competition in business are prohibited
(Stat., sees. 9354 j 9351 p; Laws of 1899, chap. 255).
21. Statutory Grounds for Forfeiture of Charter. — The charter may
Eeited for entering illegal trusts or combines, for attempting to act as a
298
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
corporation when not legally incorporated, or for misuser or non-user (Stat.,
sees. 8618, S657, 935-4 m).
22. Amendments. — The articles of association may, at any meeting duly
called for that purpose by a resolution adopted by a vote of two-thirds in
interest of its capital stock, amend its articles of association in any manner
desired not inconsistent with the provisions of the Business Corporation Act.
To render such amendment effective a copy of the resolution signed by the
president and secretary must be recorded in the same manner as is provided
for original articles of association. Special provisions are made as to the
manner in which the capital stock may be increased or decreased. Also
special provisions exist for changing the place of business of the corporation
from one place to another (Id. sees. 2, 17, 18).
23. Extension of Corporate Existence. — At any meeting called for
that purpose to be held within one year immediately preceding the date of the
termination of the corporate existence as fixed by the articles of association,
the corporation may by a vote of two-thirds of its capital stock direct the con-
tinuance of the corporate existence for a further term not exceeding thirty
years. After the adoption of this resolution, the president and secretary shall
make, sign, and acknowledge articles of association as in the case of the new
corporation, to which shall be appended a copy of such resolution verified by
the oath of the secretary, which shall be filed and recorded as in the case of a
new corporation (Id. sec. 33).
24. Dissolution. — Corporations may be dissolved only upon application
to the courts (Stat., sees. 4161 b, 4161 d 7-4164 inclusive, 8174, 8211 a).
25. Foreign Corporations. — Foreign corporations must file certified copy
of their articles with the Secretary of State and evidence of appointment of
agent to receive process. Must pay franchise fee of one-half of one mill on
each dollar to be determined by the Secretary of State upon the proportion of
capital stock represented by its business in Michigan, but which fee shall
never be less than 325 (Laws of 1901, chap. 206, as amended by Laws of
1903, chap. 34). At the time articles are filed the corporation must make
and file a statement with the Secretary duly sworn to by at least two officers
of the corporation setting forth the location of its offices in Michigan; names
and addresses of the officers and agents in charge of its business in Michigan,
value of property owned and used by the company; aggregate amount of
business transacted by the company therein and the capital stock of such cor-
poration invested in Michigan. Foreign corporations must also file an annual
report with the auditor-general duly sworn to by its president or other officer
(( . L. of 1899, s^c. 7106). The anti-trust act applies to foreign corporations
as well as domestic. (Sec Laws of 1899, chap. 255, sec. 12.)
People v. Hawkins 106 Mich 179; 64 N. W.736; Rough v. Breitung, 117 Mich.
48; 75 N. W. H7; Wilcox Cordage Co. v. Mosher, 114 Mich. 64 ; 72 N. W. 117.
MINNESOTA.
(The references cited below are to the General Statutes of 1804 unless otherwise stated.)
1. Statute under which Business Corporations may incorporate. —
The I'.n in.- ) Corporation Act of Minnesota is found in the General Statutes
of that State (1894), Title 2, chap. 34 i 8391-3436, 5889 5911.
, attention is called to the fact that Title 2, chap. 34, really embraces
299
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
three separate incorporation acts, — one being a general art and the others
being applicable to mining and manufacturing companies. Special acts are
provided for banking, building and loan, electric, insurance, plank roads,
turnpike, railway, safe deposit and trust, bridge, telegraph, telephone, water
and eleemosynary corporations. (See sees. 2794, 2805.)
2. Incorporators. — Any number of persons not less than three. There
are do residential requirements (sees. 2794, 2805, 2827).
Stale v. Critchett, 37 Minn. 13; 32 N. W. 787.
8. Contents of the Articles of Incorporation. — The articles must set
forth :
a. Corporate Name. — Similarity of names among domestic corporations is
forbidden.
h. Nature of (he Business. — The Secretary of State permits the insertion
of any number of purposes in the articles not covered by special act.
c. Principal Place of Business. — The location of the principal place for
the transaction of the corporate business must be set forth.
(/. Duration. — Time of the commencement and period of existence, which
cannot exceed thirty years (sees. 2802, 2826).
e. Capital Stock. — The amount of capital stock and how paid in. The
authorized capital cannot be less than $10,000 (sees. 2797, 2830 ; Laws of
1901, chap. 317).
/. Corporate Indebtedness. — The highest amount of indebtedness or liabil-
ity which the corporation shall at any time incur.
g. Incorporators. — The names and residences of the incorporators must
be set forth.
h. Directors. — The names and residences of the first board of directors
and in what officers the government of the corporation and the management
of its affairs shall be vested, and when the same shall be elected.
i. The Par Value of the Shares. — The number and par value of the shares
of the capital stock. This must not be less than $1 nor more than $100 (sees.
2594, 2796; Laws of 1897, chap. 249; Laws of 1901, chap. 99; sec. 2797, as
amended by Laws of 1901, chap. 347). Special provision is made with refer-
ence to articles of incorporation of mining and manufacturing corporations
(sees. 2827, 2828).
State v. Company, 40 Minn. 213; 41 N. W. 1020.
4. Statutory Powers — In addition to the statutory enumeration of the
common law powers of corporations, the act gives the following extraordinary
powers: The right to enforce a lien upon the stock of its members for all
debts due from them to the corporation ; the power to hold real and personal
property as shall be necessary for the business of the corporation, or such as
may be taken in payment of or security for debts. Express power is conferred
npon th" directors to meet without the State, and the corporation is em-
red to establish offices without the State for the transaction of its busi-
If a majority of the stockholders shall so elect, the corporation may
take, acquire, and hold stock in other corporations. Also to vote by proxy
(sees. 2794, 2795, 2798, 2799, 2816, 2817, 2833, 2834, 2835, 3412). Also to
preferred stock and to forfeit stock for non-payment of assessment (sees.
341 1. 3415). Also to classify directors (sec. 3407).
Blien v. Rand, 77 Minn. 110; 79 N. W. 006; N. T. E. Co. v. Company, 76 Minn.
334; 79 N. W. 315.
300
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
5. Procuring the Charter. — The articles should be signed and acknowl-
edged by each of the incorporators. The articles must then be published in a
legal newspaper published at the capitol of the State or at the county where
the corporation is organized. Two publications are sufficient. Upon filing
an affidavit of proof of such publication in the office of the Secretary of State
the persons named in such articles thereupon become a corporation. The
articles of incorporation must be recorded in the office of the register of deeds
of the county where the principal place of business is to be located as well as
in the office of the Secretary of State. In the case of mining and manufactur-
ing corporations the articles are required to be executed in duplicate, one of
which is deposited for record in the office of the register of deeds in the county
where the corporation shall establish its principal office, and the other with
the Secretary of State, and upon being so deposited the corporation is deemed
to exist for the purposes specified in its articles. There must be filed with
the articles with the Secretary of State a duplicate receipt of the State
Treasurer showing the payment of the organization tax required by law.
This provision does not apply to any manufacturing corporation whose articles
provide that its functions shall be limited to manufacturing and to business
essential thereto, or to mining any stone quarry, or the quarrying, manufactur-
ing, or marketing of any kind of stone, or for raising or improving live stock,
or for cultivating or improving farms, gardens or horticultural lands, growing
sugar beets or for canning fruits or vegetables, or to local telephone companies
connecting towns or villages of less than two thousand inhabitants (sees.
2593, 2595, 2796, 2813, 2329 ; Laws of 1901, chap. 99 ; Laws of 1903, chap. 300).
The Secretary of State issues a certificate of incorporation in the form pro-
vided by statute (sec. 3311).
Fiimegan v. Noerenberg, 52 Minn. 2.39; 53 N. W. 1150.
6. Corporate Indebtedness. — There is no limit upon the creation of
corporate indebtedness, save as to certain classes of corporations : to wit, those
empowered to take private property for public uses (sec. 2722).
7. Organization Tax. — Fifty dollars for the first fifty thousand dollars
of the capital stock and an additional five dollars for every additional ten
thousand dollars of its capital stock. Manufacturing corporations, when
their articles confine their business exclusively to manufacturing, are not re-
quired to pay incorporation fees (Laws of 1901, chap. 206).
8. Filing and Recording Fees. — Filing fees in the office of the Secretary
of State, 1.") cents per folio. Cost of certified copy of articles of incorporation,
50cent s per folio. For issuing certificate of incorporation, §1. Filing affida-
vits and proofs of publication, five. Filing and recording fees in local county
offices average about 83. <'o>t of publishing articles, about $15. A dis-
count of usually ">'» p'-r cent on flu, amount can be obtained bj the attorneys.
c.-t of riling certificate preliminary to the commencement of lousiness in the
office of the Secretary of State and with the register of deeds, about SI.
9. Commencing Business. - Corporation- maj ' imence business as
soon as the articles of incorporation are filed and recorded in the office of the
Secretary of State aud in the office of the register of <1 Is of the comity where
the principal place of business is located, and as soon as the article, ;ue pub-
lished as required by law, and .in affidavit in proof thereof filed in the office
of the Secretary oi State ( - 2594, 2'
10. Organization Meeting. —Organization meeting must be held within
the State in the absence of any Btatute expressly authorizing the holding of
30]
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
suoTi meeting outside of the State. (See, however, sees. 2808, 28:53, 3107,
8408.)
11. Meetings of Stockholders and Directors. — Stockholders as well
as directors may meet ami transact business without the State if the by-laws
bo provide; otherwise the meetings must be held within the State (sees. 2808,
. 8408 ; see also Laws of 1903, chap. 152).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors and not more than fifteen. There are no resi-
dential requirements. The board may by a resolution divide the directors
into three classes, one-third to be elected annually (sees. 2809, 2831, 3107).
b. Liabilities. — Directors are liable for the declaration and payment of
unlawful dividends. They are also liable if they suffer the corporate funds
or property to be wasted or lost through gross negligence or inattention to
duty. Directors and officers may be removed by the district court of the
county in which is located the principal business of the corporation, or be
suspended upon proof of abuse of trust or gross misconduct (sees. 2793, 2800,
2822, 2823, 5895, 6699, 6700, 6761, 076.")).
13. Stockholders' Liabilities. — Stockholders in all classes of corpora-
tions arc liable in any event to the amount of stock subscribed by them and
unpaid. Stockholders of all ordinary business corporations that may be or-
ganize, 1 under the General Act, except those organized to carry on exclusively
a manufacturing or mining business, are liable to the amount of stock held
or owned by them. This is a constitutional liability not requiring any statute
to put it in effect, the Supreme Court having held it to be self-executing.
Stockholders in corporations organized to carry on an exclusively manufac-
turing or mechanical business are only liable to the extent of their unpaid stock
subscriptions (Cons., Art. X. sees. 3, 2600). Stockholders are also liable
to the extent of capital illegally withdrawn from the corporation and received by
them - sec. 2822). They are also liable for a failure on the part of the corpora-
tion to comply substantially with the provisions with reference to organization
and publicity (sec. 2600).
Wallace v. Company, 70 Minn. 321 ; 73 N. W. 189; Frost v. Company, 57 Minn.
325 ; 59 N. W. 308 ; P. F. Co. v. Company, 64 Minn. 386 ; 67 N. W. 217 ; Farnsworth
v. Bobbins, 36 Minn. 369; 31 N. W. 349; S. M. Co. v. Company, 81 Minn. 294; 84
N. W. 109.
1 1. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws may prescribe
(sec. 3416). The par value of the shares may be any amount not less than
|1 nor more than 8100 (Laws of 1901, chap. 347; see also sec. 2830,
where par value of shares of mining and manufacturing companies is fixed
at not less than 810 and not more than $100 each ; see also sec. 2806).
15. Preferred Stock. — Corporations may by their original articles or by
amendment thereto provide for special, preferred, and common stock, and any
corporation may without changing its articles of incorporation issue its capital
is part special and part preferred and part common, or part common
and part either special or preferred, by direction of its board of directors
when authorized by a majority of the stockholders at a meeting called for
that purpose (sec. 3415).
16. Payment of Capital Stock. — Stock is payable in money or money's
3 k cannot be issued for a less amount to be actually paid in on
each share than the par value of the shares so issued. The foregoing pro-
302
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
vision does not apply to railroad, navigation, manufacturing corporations and
corporations organized for dealing in real estate. This latter class are
authorized to create, issue, and dispose of such amount of special, preferred, or
full-paid stock as the directors may deem advisable (sec. 3415).
17. Books. — Books of account shall be kept, and shall at all reasonable
times be open to inspection, in the county where such corporation is located or
at the office of the treasurer within the State (sees. 2599, 2800, 2818, 3429 e).
1 3. Office and Agent. — Every corporation must maintain an office with-
in the State, and must at all times have an agent within the State upon whom
process may be served (sees. 2801, 2833, 3407).
19. Reports. — Xo reports are required to be published. The directors
are however required to make a statement of the accounts of the corporation
at least once a year to the stockholders.
20. Anti-Trust Statute. — Under the Act of April 10, 1901, all pools,
trusts, and conspiracies for certain unlawful purposes are declared illegal (Laws
of 1901, chap. 194; see also Laws of 1899, chap. 359).
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for violation of law, for misuser and non-user of corporate powers.
It may also be forfeited if the charter was procured upon some fraudulent
suggestion or the concealment of material facts by the persons incorporating
or some of them or with their knowledge and consent (sec. 5G92). The
charter maybe forfeited also if it remains insolvent for one year or for one
year refuses to discharge its debts, or for one year suspends its lawful business
(sec. 5899). Also for violation of Anti-Trust Acts.
M. C. R. Co. v. Melvin, 21 Minn. 339.
22. Amendments. — The charter may be amended by a resolution of the
board of directors ratified by a majority of the stockholders in the following
respects : Changing the name or the nature of the business, the principal place
of transacting the same, changing the amount of capital stock and how to be
paid in, the amount of eorporate liability, and the number and amount of the
shares of the capital stock. Also the number of directors and their term of
office and the manner of their election. The amended articles are required
to be filed, published, and recorded in the same manner as the original articles
are required to be filed, published, and recorded (sees. 2595, 2738, 2803, 2804 ;
Laws of 1901, chap. 245).
23. Extension of Corporate Existence. — Corporations may renew the
(•■i m of their corporate existence for a term not exceeding the original period
nee by adopting a resolution expressing such renewal by a two-
thirds vote of its stockholders at a meeting duly called for that purpose
and 1 j . I publishing tie- same in the same manner as is provided for
oii'_ r inal articles of incorporation (Laws of L901, chap 207; Laws of 1903,
chap. 332).
21. Annual License Tax. — There \< no annual license tax.
25. Dissolution. -Corporations may be dissolved upon application to
the courts ( ecs. 3430, 3435; Laws of 1903, chap. 831)
26. Foreign Corporations. livery foreign corporation before doing
business within the Mate must file in the offi £ the Secretary of State a
copy of its charter or articles of incorporation dulj certified and authenticated.
i ,me must be duly certified by the president, jecretary, or other chief
tive officer of such corporation, and the - al atl iched thereto
808
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
(Law- of 1899, chaps. 00, 70). Foreign corporations arc taxed the same as
domestic corporations.
State o. Company, 48 Minn. 17; 44 N. W. 1032; Ilcilcman Co. v. Peimeisl, 85
Minn. 121; 88 N. W. 441.
MISSISSIPPI.
(The references cited below are to chap. 25 of the Annotated Code of 1892, unless other-
tated.)
1. Statutes under which Business Corporations may incorporate.
- The Business Corporation Act of Mississippi is found in the Annotated
of L892, chap. 25, sees. 832-860 inclusive. Special acts are provided
for railway and insurance corporations.
2. Incorporators. — There must be at least two incorporators. There
are no residential requirements (sec. 833).
3. Contents of the Charter. — The charter must contain :
a. Purposes. — Any number of purposes not including those for which
corporations can be organized only under special acts may be inserted.
//. Incorporators. — The names of the incorporators must be inserted.
c. Name. — Similarity of names is not forbidden.
d. Corporate Powers. — The powers to be exercised must be set forth.
e. Duration. — This cannot exceed fifty years.
/. Capital Stock. — There is no maximum or minimum amount of capital
stock fixed by law for corporations. There is an implied limit by reason of
the provision that no corporation, except manufacturing companies and banks,
may hold real and personal estate exceeding $250,000 in amount. Manu-
facturing companies and banks may purchase and hold property to the amount
of §1,000,000.
y. Any provisions that may be desired for the regulation of the internal
affairs of the corporation (sec. 833).
4. Statutory Powers. — The act enumerates the common law powers
of corporations. In addition thereto it limits, except in the case of manu-
facturing companies and banks, the amount of real and personal property
necessary and proper for its purposes to $250,000 in amount. Corporations
are forbidden to own or purchase the capital stock of other corporations
or to acquire the franchise, plant, or equipments of other corporations. Cor-
porations are expressly given power to execute bonds in suits in which
the corporation is interested (sec 836). Voting by proxy is permitted;
also forfeiture of stock for non-payment of assessments (sees. 836, 837, 838,
813). May cumulate votes in election of directors (sec. 837).
Greenville Compress & Warehouse Co. v. Company, 70 Miss. 663 ; 13 So. 879.
5. Procuring the Charter. — The charter must be signed and acknowl-
edged by each of the incorporators. It must then be published for three
consecutive weeks in a newspaper published at the domicile of the corpora-
tion. After publication it must be submitted for approval to the governor,
who is required to take advice of the Attorney-General as to the constitu-
tionality and legality of the provisions of the charter. If the charter is
approved, the governor so endorses such approval thereon, and the Secretary
ifte shall affix the State seal thereto. Upon the payment of the organiza-
tion tax and upon recording the charter in the office of the Secretary of State
the corporate existence commences. The law provides that it shall not be
304
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
a defence to any suit against the corporation that there was a defect or
informality in the organization thereof (sees. 833, 835). The charter must
be recorded also in the office of the clerk of the chancery court of the
county in which the corporation does business. Collateral inquiry into the
legality of corporate existence is forbidden by statute (sees. 833, 835, 811).
6. Corporate Indebtedness. — Manufacturing and trading companies
are not permitted to contract debts to exceed the amount of their capital
stock paid in. No loan of money can be made by the corporation to a
stockholder (sees. 851, 853).
Fargasou v. Company, 78 Miss. 65 ; 27 So. 877.
7. Organization Tax.— Capital stock not exceeding $10,000, $20; be-
tween $10,000, and $30,000, $40; between $30,000, and $50,000, $60; exceed-
ing $50,000, one tenth of one per cent, but no fee to exceed §250 (Laws of
1900, chap. 4o).
8. Filing and Recording Fees. — There is no filing or recording fee
other than the organization tax to be paid to the Secretary of State. For
certified copy of a domestic charter, $10 (Laws of 1900, chap. 45). Publication
fee about $10.
9. Commencing Business. — Corporations may commence business as
soon as the charter is duly executed, published, and approved by the governor,
the organization tax paid* and the charter recorded in the office of the
Secretary of State and with the clerk of the chancery court of the county in
which the corporation does business (sees. 833-835 inclusive).
10. Organization Meeting. — The organization meeting must be held
within the State. Unless the incorporators sign an agreement fixing the
time and place for the organization meeting of the corporation, a notice
signed by one or more persons named in the charter must be published in
some business newspaper for at least ten days before the time appointed
for such meeting. At this meeting the by-laws must be adopted and the
board of directors chosen. Immediately after the adjournment of t lie organi-
zation meeting the board of directors elected thereat should meet and elect
such officers as may be provided for in the by-laws (sec. 836).
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must be held within the State. Directors' meetings may be held without
tli'' State if the by-laws so provide (sec. S37).
Thompson ;;. Company, 68 Miss. 423; 9 So. 821.
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
corporation may have any number of directors desired. There are no resi-
dential requirements. No person can Berve on the board of directors who is
engaged or interested in a competing business without tin- consent of a
majority in interesl of the stockholders thereof (sec. 837).
h. Liabilities. \> jointlj and severally liable for the payment
of dividend- when the company is insolvent or when such payment would
render it i i olvent. Directors are also liable for illegal withdrawal of capital
stock. Officers and die jointly and severally liable for permitting
the i.,an of money to stockholders, rhey are also liable in case debts are
contracted in excess of the amount oi capital stock paid in (sees. 851,
353).
13. Stockholders' Liabilities. — Stockholders are liable in any event
to the amount nbscribed by them and unpaid 1 1. 850).
Sen >■. Windham. :■•; Miss. 76; 16 Bo 206.
20 805
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
II. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such ollicers as the by-laws may prescribe.
ar ralue of Bhares may be any amount.
15 Preferred Stock. — The act does not provide in terms for the is-
suance of prefi rred stock.
L6. Payment of Capital Stock. — The statute seems to contemplate
inus! be paid for either in money or money's worth. The act
provides thai a note, obligation, or security of any kind given or transferred
by any subscriber for slock shall not be considered, taken, or held as payment
y pari of the capital stock of the company (sees. 81-4, 850).
Fargason '•. Company, 78 Miss. G5; 27 So. 877.
17. Books. — There are no statutory regulations concerning books.
L8. Office and Agent. — The statute by implication would seem to
require the maintenance of a domiciliary office within the State.
19. Reports. — No reports to State officials are required.
20. Anti-Trust Statute. — All pools, trusts, or combinations for certain
designated purposes are declared illegal (chap. 88, Laws of 1900).
Wbodberry v. MeClurg, 78 Miss. 831 ; 29 So. 514.
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for entering unlawful trusts or combines or for misuse or abuse of
its powers (Act of March 12, 1900, sees. 3520-3529; see also sec. 838).
22. Amendments. — Provisions for the amendment of charters are the
same as govern with respect to the issuance of the charter in the first instance
(sec. 831).
23. Extension of Corporate Existence. — The act refers to renewals of
charters, but contains no express provision with reference thereto (sec. 834).
2 1. Dissolution. — Corporations may be dissolved upou application to the
courts (sees. 847, 8-18).
25. Foreign Corporations. — Every foreign corporation before doing busi-
ness within the State must file in the office of the Secretary of State a copy of
its charter or articles of incorporation duly certified and authenticated. The
same must be duly certified by the president, secretary, or other chief execu-
tive officer of such corporation, and the corporate seal attached thereto. Fee
of Secretary of State for filing charter, $15 (Laws of 1900, chap. 45; sec. 849).
Williams v. Bank of Commerce, 71 Miss. 858; 16 So. 238.
MISSOURI.
(The references cited below are to the Revised Statutes of 1899 unless otherwise stated.)
1. Statutes under •which Business Corporations may incorporate. —
The Business Corporation Act of Missouri is found in the Revised Statutes of
943-1541 inclusive. Special acts are provided for banking, bond,
tment, booming and rafting, savings and loan, building, railway, street
railway, telegraph, telephone, and trust companies.
2. Incorporators. — Any number not less than three. There are no res-
idential requirements (sec. 1312, as amended by the Session Laws of 1901,
91).
306
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
3. Contents of the Articles of Incorporation. — The articles must set
fortli :
a. Name. — Similarity of names is forbidden. When the name of a person
or firm is assumed, it must designate the nature of the business to be
carried on and end with "company " or "corporation" (sees. 959, 1312).
b. Domiciliary Office. — The name of the city or town in the county in
which the corporation is to be located (sec. 1312).
c. Capital Stock. — The amount of capital stock, the number of shares
into which it is to be divided, and the par value thereof, together with a state-
ment that the same has been bonaf.de subscribed and one-half thereof actu-
ally paid up in lawful money of the United States, and in the custody of the
persons named as the first board of directors. Capital stock cannot be less
than $2,000 nor more than $10,000,000. The par value of the shares may be
any amount (sees. 1312. 1320; Laws of 1903, p. 124).
d. Stockholders. — The names and places of residence of the stockholders
and the number of shares subscribed by each (sec. 1312).
e. Board of Directors. — Number of directors and names of the board for
the first year. There must be not less than three nor more than thirteen.
Three of these must be citizens and residents of the State, and all must be
stockholders (sees. 973, 1022, 1312, 1:520; Laws of 1903, p. 121).
f. Duration. — The number of years the corporation is to continue, which
must not exceed fifty (50) years (sec. 1312; Laws of 1903, p. 12-1).
(j. Purposes. — The statute specifies eleven classes of corporations which
may be organized under the General Act (sec. 1319).
h. Preferred Stock. — If preferred stock is desired, the articles must set
out the amount thereof, the number of shares thereof, the names of the sub-
scribers therefor, the number of shares subscribed by each person, and the
preferences, priorities, qualifications, and character thereof as provided in sec.
1332 of the Revised Statutes of Missouri, 1899, as amended Laws of 1901,
p. 91.
State v. McGrath, 92 Mo. 353; 5 S. W. 29.
4. Statutory Powers. — The Missouri statutes enumerate the common
law powers of corporations, and also confer the following additional powers ;
Permitting the use of proxies; authorizing cumulative voting for directors;
allow Lng directors to forfeit stock for non-payment of assessmenl ; permitting
the classification of directors; allowing the issuance of preferred stock, and the
issuance of stock for services or property (sees. 953, 961, 962, 971, 1322).
Corporations engaged in a similar line of business may consolidate (sec.
1334), Bond issued and afterwards converted into stock if desired
, , La of 1903, pp. 11 I. 124).
5. Procuring the Charter. The articles musl be signed and acknowl-
-I |, V the incorporators. Thej mu I theu be recorded in the office of
the recorder of d I of the county or city where the corporation is to be
located. A certifii I copy of the articles musl then be filed with the Secre-
tary of State, and the corporate i from the time oi the
Qca te I. the Secretarj of State thai Buch corpo-
ration has ! n duly organized is evidence of the corporate existence of the
\ certified copj of such certificate musl be filed and recorded
in the office of the recorder of deeds of the county in which the corporation
is organized. Before the articles can be filed in the office of the Secretary of
State the organization tax must be paid to the State, and a duplicate
307
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
coipt of the S [Veasurer Bhowing the payment of such tax must bo filed
with the Secretary of State (sees. 955, 956, 1313; Laws of 1903, pp.123, L25).
Hurt v. Salisbury, 55 Mo. 310; Com'rs v. Shields, 62 Mo. 247; Grauby Co. v.
Richards, 95 Mo. 106; - S. W. 246.
6. Organization Tax. — Fifty dollars for the first fifty thousand dollars
or less of capital stock, and $5 for each additional ten thousand dollars.
7. Filing and Recording Fees. — To the Secretary of State for issuing
and recording certificate of corporate existence, $1.50. Tor certifying copies
of records, SI. Recording f<-es in local county offices averages $1.75.
8. Corporate Indebtedness. — There is no statutory limitation upon
the amount of debts a corporation may contract, except that the bonded in-
debtedness must not exceed the amount of authorized capital (sec. 9G2).
9. Commencing Business. — As soon as the certificate of organization
i- issued by the Secretary of State and a certified copy thereof filed in the
office of the recorder of deeds the company may at once commence business.
As a preliminary to procuring the charter one-half of the capital stock must
first be paid in and the balance subscribed for (sec. 1312).
Shepard r. Drake, 61 Mo. Ap. 134; Reinhard v. Mining Co., 107 Mo. 616; 18
S. W. 1 7 ; St. J. & I. R. R. Co. v. Shambangh, 100 Mo. 557 ; 17 S. W. 581 ; Q. C. F. & C.
Co. v. Crawford, 127 Mo. 356; 30 S. W. 163.
10. Organization Meetings. — Must be held within the State.
Camp v. Byrne et aL, 41 Mo. 525 ; N. M. R. R. Co. v. Winkler, 33 Mo. 354.
11. Meetings of Stockholders and Directors Stockholders' meetings
must be held within the State. All meetings of directors, other than boards
of mining and railway corporations, must be held at the general office of the
corporation within the State (R. S., sec. 973).
O. & M. R. R. Co. v. McPherson, 35 Mo. 13; M. L. M. & S. Co. v. Reinhard, 114
Mo. 218; 21 S. W. 488.
12. Directors' Qualifications, Duties, and Liabilities. — There must be
not less than three nor more than thirteen directors. Three of them must be
citizens and residents of the State, and each must be a shareholder. Direc-
tors may be classified if desired. Cumulative voting for directors permitted
(sees. 971, 973, 1022, 1312, 1320). Inspectors of election are provided for
(sees. 917, 948).
Hap v. Mill Co., 39 Mo. Ap. 453.
a. Liabilities. — Directors are liable for knowingly declaring and paying
dividends when the corporation is insolvent or which will render it insolvent.
This liability is a joint and several one, and extends to debts of the corpora-
tion then existing or thereafter contracted. Directors voting against the
declaration of such dividends are not liable (sees. 983, 1321). They arc also
liable for making loans to stockholders (sec. 1323).
13. Stockholders' Liabilities. — Stockholders are liable for corporate
debts to the extent of their unpaid stock subscriptions (Cons., Art. XII. sec.
9; sec. 985).
Ramsey v. Mfg. Co., 116 Mo. 313; 22 S. W. 719 ; Ollesheimer v. Mfg. Co., 44 Mo.
172
308~
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
1 1. Stock Certificates. — Each stockholder is entitled to have a cer-
tificate issued to him, signed by such officers as the by-laws may provide.
Par value of shares may be any amount.
15. Preferred Stock. — Preferred stock may be issued if provision is
made therefor in the articles of incorporation or if all stockholders consent
(sec. 13:32; Cons., Art. XI. sec. 10; Laws of 1901, pp. 91, 92).
Winscott v. Investment Co., G3 Mo. Ap. 367.
10. Payment of Capital Stock. — Stock can only be issued for money
paid, labor done, or property actually received. All fictitious increase of stock
is void (Cons., Art. XII. sees. 8, 902, 1323).
Schickle v. Watts, 94 Mo. 410 ; 7 S. W. 274 ; Grocer Co. v. Crow, 36 Mo. Ap. 288 ;
Garrett <■ Mining Co., 113 Mo. 330 ; 20 S. W. 965; McDaniel v. Harvey, 51 Mo. Ap.
198 ; Berry v. Rood, 168 Mo. 316 ; 67 S. W. 644.
17. Books. — A transfer book and stock register shall be kept at the gen-
eral otliceof the corporation, which shall be open to inspection of stockholders
during usual business hours for thirty days previous to an election of directors
(sec. 90(1). The books and records of the proceedings of such corporation
shall be kept open for the inspection of all persons interested (sec. 1322-1326).
18. Office. — Every domestic corporation is required to keep an office
within the State (sec. 1022).
Cleaton v. Emery, 49 Mo. Ap.345; M. L. M. & S. Co. v. Reinhard, 114 Mo. 218; 21
S. \V. 488.
19. Reports. — Corporations shall annually, on or before July 1, report to
Secretary of State the location of the principal office, name of president and
a scretary, amount of capital stock, both subscribed and paid up, par value of
stock and actual value of stock at the time, cash value of all the personal
property and real estate within this Slate on June 1st preceding, and amount
of taxes paid by the corporation in this State for year last preceding the
report (sec. 1013).
20. Anti-Trust Statute. — All combinations to limit prices of certain des-
ignate! articles are by statute declared to be illegal (Laws of 1901, chap. 113).
An anti tru I affidavit is required to be made out and sworn to by the presi-
dent, secretary, or treasurer of each corporation on or before July 1st of each
year (sec. 8973).
J 1 . Statutory Ground for Forfeiture of Charter. — The charter may
be forfeited for entering illegal trusts or combinations; also for failure to
maintain an office within the Stab' for six months consecutively; also for
abuse, non use. or misu e of corporate rights and privileges (sees. 8971, 1022),
22 Extension of Corporate Existence. — Corporate existence may be
extended for a further period of fifty years by complying with the law in re-
ec. 972). Corporations may also reincorporate under the old
name if I hey so desire ( ec. l 11 """ )•
l ; ;. Annual Franchise Tax There is no animal franchise tax.
24, Amendments. Articles may be amended for the following pur-
poses: To increase or diminish the capital stock, to change the corporate
name, extend the corporate purposes, to increase or diminish the number
of directors to nol less than three more than thirteen (sees. 956
964, 97f, 1827-1829; Laws ol L903, p. 111).
Ollesheimer v. Mfg. Co., H Mo. Ap. 122.
300
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
25. Dissolution. \ corporation may be dissolved only on application to
the courts for cause shown by majority vote of the stockholders or without
cause shown by a two-thirds vote thereof (sec. 077).
•_'<;. Foreign Corporations. — Foreign corporations in order to transact
business within the state must file in the office of the Secretary of State a
oi their charter, duly authenticated by the proper authority, together
with a sworn statement under the corporate seal setting forth the business of
the corporation which it is engaged in carrying on or which it proposes to
carry on in the State; and the principal officer or agent in Missouri must
make and forward to the Secretary of State with the affidavits required, a
statement sworn to, of the proportion of capital stock which is represented
by its property located and business transacted in Missouri, and setting forth
the location of its principal office within the State where legal service may be
obtained upon it. The corporation is required to pay into the State treasury
upon the proportion of its capital stock represented by its property and busi-
ness in Missouri incorporating taxes and fees equal to those required of similar
domestic corporations with an addition of ten dollars as the license fee. The
Secretary of State is not permitted to issue a license to any foreign corporation
bearing the same name as that of a domestic corporation (Laws of 1903,
r! .. 121-123).
In addition to the foregoing, every foreign corporation must maintain a
place of business within the State where service of process may be made and
where books shall be kept showing all of the corporate assets and liabilities as
well as the names and residences of the shareholders and the officers and
managers of the corporation (Laws of 1903, pp. 119-121).
Carson-Rand Co. v. Stern, 129 Mo. 381 ; 31 S. W. 772; Tooney v. S. L. K. P.,
74 Mo. Ap. l_".i ; Woollen Mills Co. v. Edwards, 84 Mo. Ap. 448; Kimball v. Davis,
52 Mo. 194 ; Hays v. Merkle, 70 Mo. 509.
MONTANA.
(The references cited below are to Civil Code of 1895 unless otherwise stated.)
1. Statutes under •which Business Corporations may incorporate. —
The Business Corporation Act of Montana is found in sees. 390-503 of the
Civil Code of Montana. Special acts are provided for banking, trust, mutual
insurance, building and loan, railway, telegraph, and telephone companies
(sees. 393, 411). Corporations may be formed under the General Act for
any kind of business.
2. Incorporators. — There must be at least three incorporators. There
are no residential requirements except that it is customary to have at least
one resident incorporator (sec. 405).
3. Contents of the Articles of Incorporation (sec. 403). — The articles
must contain :
a. Name. — Similarity of names is not expressly forbidden (sec. 403).
h. Purposes. — The purposes for which it is formed must be set forth.
Tie- laws set forth specifically the purposes for which corporations may
be formed (sec. 393). The Secretary of State permits the insertion in the
articles of incorporation of any number of purposes not covered by special
acts.
c. Domiciliary Office. — The place where the principal business is to be
transacted must appear (sec. 403).
:J1«J
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
(/. Duration. — Term for which the corporation is to exist — not to
exceed twenty years (sec. 403; see also sec. 411).
e. Board of Directors. — The number, which shall not be less than three
nor more than thirteen, and the names and residences of those who are
to serve for the first three months (sec. 4U3).
/. Capital Stock. — Amount of capital stock and the number of shares
into which it is divided. The capital stock and par value of shares may
be any amount (sec. 403).
g. Stock Subscriptions. — Amount actually subscribed, and by whom
(sec. 403).
h. Stock Assessments. — If stock is assessable, it must be so stated (sec. 403) :
4. Statutory Powers. — The Montana statutes enumerate the common
law powers of corporations and also confer the following additional powers.
To remove directors; permitting stockholders to vote by proxy ; permitting
mining companies to consolidate ; authorizing forfeiture of stock for non-
payment of assessments; permitting the imposition of fines, not to exceed
$100, for violation of by-laws ; allowing cumulative voting for directors
(sees. 432. 430, 439, 452, 476, 520, 526; Laws of 1S99, chap. 527).
5. Procuring the Charter. — The articles must be signed and acknowl-
edged by each of the incorporators. They must then be filed in the office of
the county clerk of the county in which the principal place of business is to be
located, and a copy thereof certified by the county clerk with the Secretary of
State. Thereupon the latter official issues a certificate that a copy of the arti-
cles containing the required statement of facts has been filed in his office.
Thereupon the corporate existence commences (sees. 405, 406). Collateral
inquiry as to the legality of corporate existence is forbidden (sec. 305).
6. Organization Tax. — Xo fee less than S10; the fee of the Secretary
of State is 25 cents on each thousand dollars of capital stock up to
8100,000; additional from $100,000 to $250,000, 20 cents per $1,000; addi-
tional from 1250,000 to $500,000, 15 cents per $1,000; additional from $500,000
to 11,000,000, lOcents per$l,000; additional over $1,000,000, 5 cents per $1,000
(Laws of 1899, chap. 151, as amended by Laws of 1903, chap. 127).
7. Filing and Recording Fees. — For issuing certificate of incorporation,
$3. The recording and filing fees are included in the organization tax.
Recording fees in local county office, 15 cents per hundred words; 50 rents for
acknowledgment, and 1" cents for indexing. Usually $3 covers this entire
service (Laws of 1903, chap. 127).
8. Corporate Indebtedness. — Must never exceed the amount of capital
stock (sees. 138, 525, sub. 2).
9. Commencing Business. — As soon as the certificate of incorporation
has been recorded in the off] f the county clerk and a copy thereof duly
certified with the Sei State, and the latter lias issued a certificate
that a copy of the articles, properly drawn, has 1 n filed in his office, the
corporation may commence busine I 16). By-laws must be adopted
within one month after filing articles (sec. 130). No corporati iau purchase.
or hold property in any county in the State, without filing a certified
copy of its article of incorporation in il ffice of the county clerk of the
county in which Buch property is situated, within Bixtj daj - niter Buch purchase
or location is made (sec. 109 i- The corporation must organize and commence
business within one year after date of incorporation ( > o. 528).
Morrison v. Clarke, ■> i Monl 51 'J8.
:;i 1
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Id. Organisation Meetings. — These must be held within t he State, in
.my statute providing otherwise.
11. Meetings of Stockholders and Directors. — Stockholders' meet-
s must be held at the office or principal place of business of the corpora-
tion within the State Directors' meeting may be held within or without the
if the by-laws so provide. If held without the State, either the original
or a copy of all proceedings had at such meeting, certified by the president and
secretary under the corporate seal shall be sent to and kept at the principal
office of the corporation in Montana, and shall be part of the records thereat
I is).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be not less than three nor more than thirteen directors, who must
likewise be stockholders to the amount prescribed in the bydaws. The only
exception is that the directors authorized by the articles of incorporation to
act as such for the first three months need not be stockholders (sec. 434).
h. Liabilities. — Directors are jointly and severally liable to the corporation
and the creditors in the event of its dissolution, to the full amount of capital
stock divided, withdrawn, paid out or reduced, and for debts contracted in
violation of law. Dissenting directors may protect themselves by causing their
dissent to be entered at large in the minutes of the directors' meetings (sec. 438).
They are also liable for wilfully making false certificates or reports and for
failure to make annual reports (sec. 445 ; Laws of 1903, chap. 32).
Gans v. Switzer, 9 Mont. 408; 24 Pac. 18; State Sav. Bank v. Johnson, 18 Mont.
440 ; 45 Pac. G62.
13. Stockholders' Liabilities. — Stockholders are liable, to the extent of
their unpaid stock subscriptions, for all acts and contracts made by such cor-
poration until the whole amount of capital stock subscribed by them shall
have been paid in (sec. 470).
1 1. Stock Certificates. — Each stockholder is entitled to a certificate of
stock signed by the president and secretary (Civ. Code, sec. 471). Par value
of shares may be any amount.
1."). Preferred Stock.— There is no express power given by statute to
issue preferred stock.
10. Payment of Capital Stock. — Corporations can issue stock or bonds
only for labor done, services performed, money or property actually received.
All fictitious increase of stock is void (Cons., Art. XV. sec. 10; sec. 525).
The Code provides that the directors may purchase mines, manufactories, and
other property necessary for its business, and issue stock in the amount of the
value thereof in payment thereof, and the stock so issued shall be declared and
deemed to lie full-paid stock and not liable to any further call. Neither shall
the holders thereof be liable for unpaid stock subscriptions as provided in sec.
470 of the Code. The law provides that any arbitrary value may be fixed on
for minis, irrespective of actual value. Wherever stock has been issued
therefor, such stock shall be deemed full-paid stock regardless of the actual
value of the mine at the time of such purchase (sec. 410).
17. Books. — Books of by-laws, stock register, transfer book, and record
book of corporation must be kept at principal office within the State. Stock-
holders have the right of inspection at any time during business hours
(sec. ."11 ).
1-. Office. — Every domestic corporation is required to keep an office
State. The statute provides that the principal place of business
312
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
within the State must be named in the articles of incorporation (sees.
403, 148).
li). Reports. — Officers and directors are held individually liable for debts
of the corporation if the president and a majority of directors fail between
December -list and .January 20th following to make, file, and publish a verified
statement of amount of stock, amount paid in, and amount of existing debts
(sec. 451; Laws of 1903, chap. •'Jl').
20. Anti-Trust Statute. — Certain kinds of trusts and combinations are
declared illegal by statutes. (See Cons., Art. XV. sec. "JO ; Penal Code,
ch'ap. 8, sees. 321, 325.)
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited upon direct proceedings taken by the State for misuser or non-
user thereof. Also for failure to organize and commence business within one
year from date of incorporation (Code Civ. Pro., sec. 1411; Civil Code,
sec. 523).
22. Extension of Corporate Existence. — The corporate existence may
be extended by compliance with the statute in such case made and provided
(sees. 412, 562).
23. Annual Franchise Tax. — There is no annual franchise tax.
24. Amendments. — Amendments may be made increasing or decreasing
capita] stock, changing par value, location of principal office, or the character
of business (sees. 413, 450, 525).
25. Dissolution. — Dissolution may be had only by application to the
courts (Code Civ. Pro., title VI. part ill.; title X. part II. chap. 5, sees.
2190-2196; see also Civ. Code. see. 561).
Gans v. Switzer, <J Mont. 408; 24 Pac. 18.
2G. Foreign Corporations. — Foreign corporations desiring to do busi-
ness in Mont. ma musl file in the office of the Secretary of State and in the
office of the enmity recorder of the county wherein they propose to carry on
their business, a duly authenticated copy of their charter or certificate of
incorporation, and a verified stateinenl made by the president and secretary,
and attested by a majority of the board of directors, showing name of corpo-
ration and location of its principal place of business within the State: amount
of capital stock, amount of capital stock paid in in money, paid in in any
other way: amount of assets of the corporation , of what they consist, and
actual value thereof ; Btatemenl of the liabilities of the corporation, secured and
unsecured. The corporation musl also appoint an agent, n ho .-hall be a citizen
of the State, upon whom service of process maybe made (Act of March!*,
1901, repealing sees. 1030 and 1038 of C. C )• Must also file annual reports.
Powdei River Cattle I o Commissioners, 9 Mont. 145; 23 Pac. 383; Amer.
B. S. Co, v. O'Rourke, 23 Monl 530; 59 Pac. 910; McNaughton Co, i>, McGirl, 20
Mont, i-'i ; 19 Pac 651.
NEBRASKA.
(The refere ire to t he * ' pil< 'l Lab of 1903 i ited. )
1. Statutes under which Business Corporations may incorporate. —
The |;n me s Corporation \ct of Nebra ki i- found in the Compiled Statutes
of Nebraska, 1903. Special acts are provided for banks, building and loan
railway, .-ate deposit and trust, street railway, fidelity, and guaranty com pa-
INCORPORATION \M> ORGANIZATION OF* CORPORATIONS.
nies. Under the General Act parties may incorporate for any lawful business,
including the ecus! nut ion of canals, railways, bridges, and other works of inter-
nal iroproveraeul .
2. Incorporators. — Any number of persons may incorporate. There
are no residential requirements (C. L., sec. 2081).
:!. Contents of the Articles of Incorporation. — It is customary to pro-
vide in the articles of incorporation for the following matters:
a. Name. — The name of the corporation. Similarity of names is not
forbidden (C. L., sec. 2088).
b. Domiciliary Office. — The principal place within the State for the trans-
action of business ( Id. ).
c. Purpm s. — The general nature of the business to be transacted. This
would seem to permit of the incorporation of a company for more than one
purpose. The Secretary of State construes the act to permit of the insertion
of any number of purposes (Id.).
d. Capital Slack. — The amount of capital stock authorized and time and
conditions upon which it is to be paid in. The capital stock may be any
amount. The par value of shares may be any amount. It is customary
to insert provision that in case new stock is issued it shall be distributed pro-
rata among the existing stockholders (Id.).
e. Duration. — Time of the commencement and termination of the corpo-
ration. The corporate existence may be perpetual if desired (Id.).
f. Corporate Indebtedness. — Highest amount of indebtedness or liability to
which the corporation is at any time to subject itself. The corporate indebt-
edness cannot exceed two-thirds of the capital stock (C. L., sees. 208o, 2088).
g. Directors. — A statement must be made to the effect that the affairs
and business of the corporation shall be conducted by a board of directors of
a certain designated number and by the officers by them to be elected as here-
inafter provided (C. L., sec. 2088).
h. Organization and Annual Meeting. — A statement to the effect that the
first meeting of the corporation shall be held upon the day of the organization
of the corporation, and thereafter the annual meeting shall be held at the
office of the corporation on a certain designated day. This should be followed
by a statement that at such meeting and at the annual meetings thereafter
the board of directors shall be elected by the stockholders from their own
number to hold office until the annual meeting next after their election and
until their successors are elected and qualify (Id.).
i. Officers. — A provision to the following effect should be inserted.
The directors shall in each instance as soon as convenient after their election
elect from their own number a president, vice-president, secretary, and
treasurer, who shall hold office until the annual meeting next after their elec-
tion and until their successors are elected and qualify. Any two of said
offices may be held by one and the same person, excepting the offices of
president and vice-president (Id.).
j. By-Laws. — The board of directors shall have full power and authority
to make all rules and by-laws for the proper government and control of the
business affairs of the corporation, and (if desired) they may alter and amend
the same at pleasure (Id.).
k. Filling of Vacancies. — Vacancies occurring in the board of directors
shall lie filled by the stockholders. Offices vacated from whatever cause shall
be filled by the board of directors (Id.).
314
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
I. Amendments. — Provisions may be inserted providing as follows:
These articles of incorporation may be amended at any time. Every
amendment shall be first approved by a two-thirds vote of the entire board
of directors, and upon being so approved, it shall be entered at large upon
the records of the board. A draft of the proposed amendment, or amend-
ments as the case may be, shall then be submitted to each stockholder, with
the notice of the meeting called for the purpose of voting upon the same,
which notice shall be given at least ten days prior to the date fixed for the
meeting. If such amendment or amendments, or either of them, shall then be
approved by the holder or holders of two- thirds of the capital stock of the
corporation, each and every amendment so approved shall be considered
adopted and be made a part of the articles of incorporation, and the board of
directors shall thereafter subscribe, acknowledge, record, and publish the
same, as by law required (Id.).
4. Statutory Powers. — The statute merely enumerates the common law
powers of corporations (C. L., sec. 2082; see C. L., sec. 1989). By constitu-
tional provision the legislature is required to provide by law for cumulative
voting by person or by proxy in the election of directors (Cons., Art. XIII.
sec. 5).
Williams v. bono. 4 Neb. .382 ; Enterprise Ditch Co. v. Moffitt, 58 Neb. 642 ; 79 N. W.
560; Fremont Carriage Co. v. Thomsen, 91 N. W. 376.
5. Procuring the Charter. — The articles of incorporation must be signed
by each of the incorporators. After the articles have been signed and acknowl-
edged they must be filed in the office of the Secretary of State. Before such
copy can be filed the organization tax must be paid together with the filing
fees. Thereupon the corporation becomes a body corporate. The law
specifically provides that no body of men acting as a corporation under the
provisions of the Business Corporation Act shall be permitted to set up the
want of legal organization as a defence to any action brought against them
as a corporation ; nor shall any person suing on a contract made with such
corporation, or for an injury to the property of said corporation, be per-
mitted to set up the want of legal organization in defence of said action.
The articles of incorporation must also be filed with the county clerk in the
county where the corporation's headquarters are to be located (C. L., sec.
2083 : see also C. L., sec. 1988).
6. Corporate Indebtedness. — The amount of corporate indebtedness
must not exceed two thirds of the capital stock (sec. '■'> 1 1 ).
7. Organization Tax. — On filing the articles the Secretary of State must
be paid a fee of $10 it the capital stock does not exceed $100,000. Where
it exceeds that amount an additional 10 cents for each additional $1,000 of
authorized capital stock in excess of SI 11 ", dud.
8. Filing Fees. — Filing fees in the offii f the Secretary of State, 10
per folio. Certified copy of articles of incorporation, 15 cents per
folio. Publication of notice of the intention to incorporate costs from $10 to
$15 (Lav... oi l V .'T, chap. 18 ; Bee also C. L., chap. 83, Art. 2, Bee. ■'•)■
u Commencing Business. Before a corporati an transacl anybusi-
cepl its own organization, it must, in addition to adopting articles of
incorporation and filing aid recording them in the office of the Secretary of
State al o tile said articles with the county clerk of the county where their
headquarters are t<, be located (sec 2088). Within four months alter filing the
articles a notice must be published in a newspaper mar the principal place of
" 1 r .
INCORPORATION \M» ORGANIZATION OP CORPORATIONS.
business for four weeks, Betting forth the corporation's name, principal place
..f business, general nature of the business, amount of capital stock author-
iied, the time and conditions of payment, time of commencement and termi-
nation, highest amount of indebtedness or liability to which the corporation
.n\ time to subject itself, and by what officers its affairs are to be con-
h is not necessary, however, for the corporation before commencing
business to wait the completion of the publication of the notice above referred
I. . sees. 2086, 2089). In manufacturing corporations tbe incorporators
are ipso /ado commissioners to open the books for stock subscriptions. When
ten per cent of the capital stock is subscribed, such corporations may commence
business (C. L., sec. 1973). The corporation must organize within one year
after its incorporation (sec. 2086).
10. Organization Meeting. — Organization meetings must be held within
the Siatc. In the case of manufacturing corporations the law provides that
the incorporators shall be commissioners to open books for the subscription
to the capital stuck of said company before the corporation is organized by the
adoption of articles of incorporation as set forth above. Immediately after
these articles have been adopted the incorporators should meet as stockholders
and choose a board of directors of the number designated in the articles.
The board of directors shall elect at this meeting the officers and adopt by-
laws. The corporation must organize within one year after incorporation
(C. L., sees. 1071, 1973).
11. Meetings of Stockholders and Directors. — In the absence of any
statute authorizing the holding of stockholders' meetings outside the State,
such meetings should be held within the State. Directors' meetings may be
held without the State if the by-laws so provide (C. L., sec. 1972).
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
law does not prescribe the number of directors. There are no residential
requirements. The directors of manufacturing corporations must be stock-
holders, and they must elect a president from their own number. (See
C. L., sec. 1972.)
b. Liabilities. — Directors are liable for the illegal payment of dividends
(Code of Civ. Pro., sec. 5200: C. L., sees. 2098, 2099).
13. Stockholders' Liabilities. — Stockholders are liable to the extent
df their unpaid stock subscriptions. If the corporation fails to publish the
annual notice of existing debts hereafter referred to, then in case the assets of
the corporation are thereafter exhausted, leaving debts unpaid, the stock-
holders are liable to the amount of stock owned by them for all debts con-
tracted before such notice was given (C. L , sec. 2093). If any corporation
fails to comply substantially with the provisions of law relative to giving
notice and other requisites of organization, then in such case, after the assets
of the corporation are first exhausted, the property of stockholders shall be
liable for corporate debts to the amount of capital stock owned by them
L., sec. 2096). (See also Const., Art. XI. b. sec. 4.)
G. & A. Co. v. Company, 40 Neb. 333 ; 64 N. W. 978, 1097 ; F. L. & T. Co. v. Funck,
4!i Neb. 353 ; 08 X. W. 520; Gorder v. Connor, 56 Neb. 781 ; 77 N. W. 383 ; Brown v.
Brink, 57 Neb. 606; 78 N. W. 280.
14. Stock Certificates. — Every stockholder is entitled to have a stock
certificate issued to him signed by such officers as the by-laws may prescribe.
ID. Payment of Capital Stock. — Neither the Constitution nor the stat-
escribes how the capital stock shall be paid in. In the absence of
316
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
such provision it is implied that it must be paid in in money or money's
worth.
G. & A. Co. v. Company, 46 Neb. 333; 64 N. W. 978, 1097.
16. Books. — Stock books and books of account must be kept at the
principal place of business of the corporation within the State, and be open
to the inspection of stockholders. The foregoing provision would seem to
apply only to manufacturing companies (C. L., sec. 1072).
17. Office. — Every corporation is required to keep an office within the
State (C. L., sec. 2088).
18. Reports. — Every corporation must give notice annually by publica-
tion in a newspaper published in the county where its principal place of busi-
ness is located of the amount of existing debts. This statement must be
signed by the president and a majority of the directors (C. L., sec. 2093).
19. Anti-Trust Statute. — Under the Act of 1897, chap. 79, all trusts and
conspiracies against trade and business as defined in the statute are declared
to be illegal and void.
State v. Neb. Dis. Co., 29 Neb. 700 ; 46 N. W. 155.
20. Preferred Stock. — There is no express provision in the statute
authorizing the issuance of preferred stock.
21. Statutory Grounds for Forfeiture of Charter. — The charter may be
forfeited through any violation of the provisions of the General Corporation
Act, such as the payment of dividends when the corporation has insufficient
funds to tii'-et its liabilities, etc. Repeated acts of misuser or non-user have
been held to constitute grounds for forfeiture of franchise (C. L., sec. 2100 ;
Code of Civ. Pro., sees. 5238-5260 inclusive). The charter may be forfeited
if the corporation does not organize within one year after its incorporation
(sec. 2086).
State v. A. & N. R. R. Co., 24 Neb. 143 ; 38 N.W. 43 ; State v. Nebraska Dis. Co , 29
Neb. 7oo; 40 N. \V. 155 ; State v. Company, 4 Neb. 354.
22. Annual Franchise Tax. — There is no annual franchise tax.
2->. Amendments. — The power of amendment extends to tin' following
matters: capital stock may be increased or decreased and nature of business
may be changed. Also to change in par value of shares (C. L., sec. 1990).
24. Dissolution — Corporations may be dissolved by consent of two-
thirds of the stockholders (C. L., sec. 1990; see also C. L., sees. 2091, 2101 ).
Harrington v. Connor, 51 Neb. 214 ; 70 N. W. 911.
•J."). Extension of Corporate Existence. — Provision is made tor the
extension of corporate existence for companies incorporated for the purpose
of erecting anj public improvement (<'. L., sees. 1991, L992).
•_'•;. Foreign Corporations. Such corporations raustfilewith Hie Secre-
tary of State a copy of their charter or articles and a certified copy of the
resolution of the board accepting the general provisions of the statute relative
to corporations. In addition to a recording Fee of 10 cents per hundred words
a charge of 510 for filing is made, and if authorized capital stock exceeds
(100,000, a. further chat i ai Eor ea< b i ■■.*■■ 91,000 is made.
Schmitl & Bro Co v. Mahoney, 60 Neb. 20; 82 \. W 99; Pioneer Savings
ft Loan Ass'n v. Eyer, 62 Neb 310 j 87 N. W. 1058; State v. Standard
61 Neb 28; B4 N. \V. 413.
317
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
NEVADA.
(References below ;iro to the Laws of Nevada, L903, Chap. 88, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate.
— The Business Corporation Act of Nevada is to be found in the Laws of
chap. 88, sees. 1-111. Under this act corporations may be formed for
the transaction of any lawful business within or without the State, except in-
surance, surety, or railway companies. These last may be incorporated under
tin' act if formed to transact business exclusively out of the State.
2. Incorporators. — Three or more. No residential requirements (sec. 1).
!n re L. B. Co., 1 San. 349.
8. Contents of the Certificate of Incorporation. — The certificate must
Bet forth :
a. Name. — Similarity of names is forbidden (sec. 4, sub. 1). It must end
with " incorporated," or contain one of the following words, "association,"
'•company," "corporation," "club," "society," or "syndicate" (Id.).
b. Purposes. — Objects for which the company is formed. Any number of
purposes may be inserted (sec. 4, sub. 3).
c. Capital Stock. — Not less than 8-, 000, number of shares and par value
thereof, which may be any amount. Amount of subscribed capital stock with
which it will begin business not less than 81,000. Amount actually subscribed
and amount actually paid up, if any. If preferred stock is to be issued, a de-
scription thereof and terms of its creation must be set forth (sec. 4, sub. 4).
il. Duration. — May be perpetual if desired (sec. 4, sub. G).
e. Original Subscribers. — Names and post-office addresses and residences
of each of the original subscribers to the capital stock and amount subscribed
by each (sec. 4, sub. 5).
/. Directors. — Whether the members of the first governing board shall
be styled "directors" or "trustees," and the number thereof, which shall not
be less than three (sec. 4, sub. 7).
rj. Domiciliary Office. — Location of principal office in the State, giving
street and number if practicable (sec. 4, sub. 2).
h. Assessments. — Whether stock shall be subject to assessments or not
(sec. 4, sub. 8).
i. Regulation of Internal Affairs. — Any provision for the regulation of the
internal affairs of the corporation that may be desired maybe inserted (sec. 4,
sub. 9).
4. Statutory Powers. — The act enumerates the common law powers
and also confers the following additional powers : to vote by proxy, to forfeit
for non-payment of assessments, to issue preferred stock, to transact
business outside of the State, to hold stockholders' and directors' meetings
outside of the State, to permit cumulative voting, to appoint an executive
committee from the board of directors, to consolidate with other corporations,
lie stock for labor or property, to issue bonds, to remove directors, to dele-
gate the power to directors to adopt bydaws, to surrender charter, to hold
.stock in other corporations (secs.7, 8,9, 10, 11, 17, 20, 23, 30, 43, 54, 78,110).
■ < . Company, 19 Nev. 121 ; 7 Pac. 271 ; Bassett v. Company, 15 Nev. 29.3.
5. Procuring the Charter. — The corporators must subscribe and ac-
knowledge the articles, after which they must be filed and recorded in the
318
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
office of the clerk of the county where the principal place of business is to be
located. Next, a copy of these articles certified under the seal of the clerk of
said county must be filed and recorded with the Secretary of State. This
official, after payment to him of the organization tax and filing fees, issues a
certificate that a copy of the articles containing the required statement of
facts has been filed in his office. Thereupon the corporate existence com-
mences (sees. '■'>. 5, tJ).
6. Corporate Indebtedness. — There is no statutory limitation upon
corporate indebtedness.
7. Organization Tax. — Before incorporation there must be paid to the
Secretary of State 15 cents for each thousand dollars of capital stock autho-
rized, but in no case less than §15.
8. Filing and Recording Fees. — There is no extra charge for filing and
recording in the Secretary of State's office other than the payment of the
organization tax. Cost of certified copy of charter, 4 cents per folio and 85
for certificate and seal of State. The filing and recording fees in local
county offices vary according to the population of the county. The filing fee
ranges from 15 cents to 25 cents, and the recording fee from '20 cents to 30
cents per folio, and copying fee from 20 cents to 30 cents per folio ; the cost
of affixing certificate to copy rauges from 50 cents to $1. Cost of filing
certificate of election of directors, etc., with Secretary of State. 81. Cost of
filing certificate of payment of instalment of capital stock in Secretary of
State's office, 85.
9. Commencing Business. — Business may be commenced as soon as the
certified copy of articles is filed in the otlice of the Secretary of State. The
time limited by statute within which business may be commenced is two years
(sec. 5). Certificate of payment of stock either in whole or in part, duly
sworn to by president, secretary, or treasurer, must be filed in the office of the
iry of Mat'' within ten days thereafter (sees. 31, 35). Corporate exist-
ence cannot be collaterally attacked (sec. 52).
10. Organization Meeting. — May be held within or without the State.
Provisions for calling the same is made in the act (sees, 12, 13. 38).
11. Meetings of Stockholders and Directors. — Stockholders' meetings
may be held within or without the State. Voting by proxy permitted.
Cumulative voting allowed. Directors' meetings maybe held wherever by-
laws provide (*"■>. 13. 1 1. 17, 20, 23 .
12. Directors' Qualifications and Liabilities, a. Qualifications — There
must lie at least three directors. They need no! be stockholders. Theymust
take the oath of office. No residential requirements (sec. 4, sub. 7, 19). They
an- empowered to appoint an executive committee of two or more of their
number (sec. 23).
I, Liabilities. — Jointly and ''.'Tall-, liable where they give out fraudulent
reports. Also liable for illegal declaration of dividends or unlaw ml with-
drawal of < ck, where they conseui thereto T ■ '. . 77).
13. Stockholders' Liabilities.- Stockholders are only liable t'-r debts
of the corporation to the exte il of their unpaid Btock Bubscriptioi
:;_') i | ,ry liability of stockholders or directors of foreign corporations
will not, lie enforced in Nevad i
Thompson v. Hank. 19 Nev. 171 ; 7 Pa 870
II. stock Certificates. Musi be signed by president or vice-presidenl
a:. 1 ecretary or treasurer. 1 1 ; '"'l ; certifi
56)
319
[NCORPORATTON AND ORGANIZATION OP CORPORATIONS.
15 Preferred Stock. — The statute expressly authorizes the issuance of
preferred stock (sec. 84, sub. 1 ; sec. 36). It may be converted into bonds if
desired (sec. ;; ( ;).
Id. Payment of Capital Stock. — May be ]>;iid for in money, labor, or
property (sees. 28, 58, 54, 55, 99). Stock may be issued for payments less than
the par value thereof by complying with the provisions of the act (sec. 53).
V. A. A. M. Co. v. Thies, 26 New 158; 65 Pac. 373.
17. Books. — ( )riginal or duplicate stock ledger must be kept at principal
office within the State for inspection of stockholders (6ec. 14).
Is. Office and Agent. — Corporation must have an office and agent in
charge within the State (see. Hi).
111. Reports. — The president, secretary, or treasurer, upon the payment
of each instalment of capital stock, must make a certificate stating the amount
so paid, and whether paid in easli or by the purchase of property, and the
nature and amount and character of and value of services or property ac-
cepted in payment of stock, stating also the amount of capital stock, if any,
previously paid and recorded. This certificate signed and sworn to must in
ten davs after said payment be filed in the office of the Secretary of State.
No other report is required (sec. 35).
20. Anti-Trust Statute. — There is no anti-trust statute in force in this
State.
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for failing within two years to organize and commence in good faith
the business or promote the objects or purposes for which the corporation was
organized.
22. Annual License Tax. — There is no annual license tax.
23. Amendments. — Charters may be amended both before and after
organization for any purpose desired (sees. 37, 39, 40, 42).
24. Extension of Corporate Existence. — Charters may be renewed if
desired (sees. 107, 10S).
25. Dissolution. — The charter may be surrendered by the incorporators
before organization if desired (sec. 88). By resolution of a board of directors
a meeting of the stockholders may be called to vote upon the question of dis-
solution. Two thirds in interest of the stockholders or creditors entitled to
vote are required to bring about a voluntary dissolution; it may be effected
by written consent of nine-tenths in interest of secured creditors entitled to
vote with stockholders without a meeting (sec. 89).
20. Foreign Corporations. — Foreign corporations desiring to do business
in the State are governed by what is known as the Retaliatory Taxation Law.
This provides that such corporation shall pay the same taxes in Nevada that
foreign corporations are required topay in the domicile of the aforesaid foreign
corporation. They must also file certified copy of certificate of incorporation
with recorder of each county in which they are engaged in business, with a
list of officers, duly certified by the proper officers; must appoint a resident
in this Slate to receive legal process by certificate filed with Secre-
tary of State, failing in which process may be served upon Secretary of State,
and must publish an annual report in January and file same with county
ora where business is carried on (sec 106; C.L., sees. 897,901; Laws of
1901, chap. 108). Fee for permit and filing fees, $10.
W. G. & S. M. Co. v. Baker, 3 Nev. 351 ; Evans v. Lee, 11 Nev. 194 ; Brooks v. Syn-
dicate, 24 Nev. 264, 31 1 ; 52 Pac. 575 ; 53 Pac. 597.
320
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
NEW HAMPSHIRE.
(References below are to Public Statutes of New Hampshire, 1891, unless otherwise stated.)
1. Statutes under -which Business Corporations may incorporate. —
The Business Corporation Act of New Hampshire is to be found in tin Pub-
lic Statutes of New Hampshire, 1891, chap. 117. Underthis act corporations
may he formed for the purpose of carrying on any lawful busine: 3,
banking and life insurance, and the making of contracts for the paymenl of
money at a fixed date or upon the happening of some contingency and the
construction and maintenance of railroads.
2. Incorporators. — There must be five or more incorporators of lawful
age. There are no residential requirements (chap. 117. sec. 1).
3. Contents of Articles of Association. The articles must set forth :
a. Name. — Similarity of names is forbidden (chap. 14S, sees. 2, 3).
b. Purposes. — Object for which the corporation is formed. State officials
construe this to authorize incorporation for any number of purposes not pro-
vided for by special at (chap. 148, sec. 2).
c. Domiciliary Office. — Location of principal place of business (Id.).
d. Capital Slock. — Amount thereof. Capitalization cannot be less than
$1,000 nor more than Si. 000,000. Par value not less than $25 nor more than
|500 (chap. 1 18, sec. 6).
e. Incorporators. Names and post-office addresses of the incorporators
(chap, lis, sec. 2).
The duration of corporate existence may ho unlimited if desired.
4. Statutory Powers. — In addition to the statutory enumeration of
common law powers, the act authorizes stockholders to vote by proxy, and
provides for the forfeiture of stock for non-payment of assessments (chap. 1 18,
sees. 1 9 inclusive: chap. 149, sees 22,23,25,26; rd. sees. 16-18 inclusive).
5. Procuring the Charter. — Articles must be recorded in the office of
the clerk of the town in which the business of the corporation is to be carried
on. and also in the office of the Secretary of State. The charter fee must be
paid to the Secretary of State at the time articles are filed (chap. 147, sec. 1 1.
6. Corporate Indebtedness. — Debts cannot be contracted excei
one half of the value of the corporate property (chap. Io0, sec. 4).
c B. S. Bank v. Fiske, 62 N. II. 78, 180.
7. Organization Tax. -Corporations formed to carry on business with-
out the state mu t pay the State Treasurer the following fees : If capitalization
•; HO; from$25,000 to 8100,000, $25; from $1
, ,, 1500,000 i" 11.000,000, 8100; above $1,000,000,
Corporations funned by special act of the I •-• (chap. 1 I. . ,, (j),
Corporations formed to carrj on business and having their principal office
within the St State Tn asurer a f< ihap. 1 1. s<
8. Filing and Recording Fees. The Secretary of S 1 to
-!■ recording article, which average aboul 85. Thi co I of recording
articles iii the city clerk's office, 81.50.
9 Commencing Business. Corporations may commence busim
Boon at the char! r i filed as required by law and the organization pei
Business mu ithin three years from the date of inco
tion (chap. 1 17. b< <■- \ chap. 1 19 c. 2).
21 321
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
10. Organization Meeting. — The organization meeting must be held
within the State. This ill bhe absence of any statute expressly authorizing
Buch meetings to be held without t lie State (see chap. 1 18, sees. 4, f>).
11. Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the state. Directors' meetings may be held without
the State if the by-lawsso provide. There is no statute authorizing the
holding of stockholders' meetings without the State, and at stockholders'
meetings each stockholder may give one vote for each share he owns there-
in not exceeding one-eighth part of the whole number of shares (chap. 1 19,
sec. 9).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors, one of whom must be a resident of the State,
provided the corporation has any stockholders within the State (chap. 149,
Bee. 4).
h. Liabilities. — Directors are liable for the declaration of illegal dividends
or for permitting contraction of corporate indebtedness beyond the amount
limited by law. The directors and treasurer must, within thirty days after
the whole amount of capital stock has been jiaid in, make, subscribe, and file
in the otfiee of the clerk of the town where the corporation has its principal
place of business a certificate to that effect, under penalty of being liable for
all debts of the corporation contracted after the expiration of said thirty days
and before said certificate shall be so made and recorded ; also liable for loans
and false certificates to stockholders (chap. 150, sees. 2, 3, 4, 5, 6, 11, 19).
Directors are also individually liable for all debts of the corporation until the
annual report is made as required by law (chap. 150, sec. 10).
13. Stockholders' Liabilities. — Stockholders are liable to the extent
of their unpaid stock subscriptions. Stockholders receiving unlawful refund
from the capital stock, or for knowingly receiving illegal dividends, are indi-
vidually liable for debts of the corporation then existing or afterwards con-
tracted until the same is refunded or paid to the creditors of the corporation.
They are also liable as partners if the charter is void (chap. 150, sees. 7, 8, 9;
chap. 14, sec. 9). Stockholders are liable for all debts and contracts of the
corporation until the whole amount of capital shall have been paid in, and a
certificate thereof signed by the treasurer and a majority of the directors has
been filed and recorded with the clerk of the city or town where such corpora-
tion has its principal place of business. No note or obligation given by a
stockholder shall be considered as payment of any part of the capital stock
(chap. 150, sees. 8, 9).
Swan v. Burnham, 70 N. 11.580; 49 Atl. 93; March v. Eastern R. R., 43 N. H.
516; Smith v. Bank of New England, 69 N. H. 254 ; 45 Atl. 1082; Lancaster Starch
Co. v. Moore, 62 N. II. 671.
14. Stock Certificates. — Each stockholder is entitled to have a certifi-
cate issued to him signed by the treasurer or cashier and such other officer as
the by-laws may prescribe. No certificate must be issued until the par value
res mentioned in it have been fully paid to the corporation. The par
value of the shares must not be less than $25 (chap. 149, sees. 5, 10).
15. Preferred Stock. — Preferred stock is authorized (chap. 149, sec. 8).
16. Payment of Capital Stock. — Stock must be paid for in money or
money's worth. The statute forbids the payment of capital stock by promis-
sory note. The statute also provides that no shares shall be sold at less than
hap. 1 19, sec. 9; chap. 150, sec. 9). No certificate can be issued until
322
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
the par value of the shares mentioned in it has been fully paid (chap. 149,
sec. 10; see also chap. 150, sees. 10, 11).
Libby v. Company, G8 N. H. 444 ; 44 Atl. 602 ; Lincott et a!, v. Company, 68 N. H.
260; 44 Atl. 392 ; Kimball v. Company, 69 N. II. 4S5; 45 Atl. 253.
17. Books. — Records of the proceedings of stockholders and directors
and all papers must be recorded in the office of the clerk of the corporation in
the State. Books of account, names, and residences, number of shares
owned by each stockholder, shall also be kept with the clerk (chap. II
1*2; chap. 148, sees. 10, 11). All records, accounts, and papers are open to
inspection of stockholders (chap. 14S, sec. 1:2).
L8. Office and Agent. — Every corporation must maintain an office
within the State, and a clerk therein to receive process, who shall keep the
records of the company (Tub. Stat., chap. 148, sees. 10, 11, 12).
19. Reports. — Corporations, excepting insurance, railroad, bank, and loan
and building associations, shall annually in May make a report to the Secretary
of State, and to the clerk of the town in which the principal business is car-
ried on, stating amount of assessments paid in; amount of debts due to and
from corporation and value of all property and assets of the corporation on the
first day of May. Non-compliance makes the treasurer and directors indi-
vidually liable for all debts and contracts (Pub. Stat., chap. 150, sec. 1G).
20. Anti-Trust Statute. — There is no anti-trust statute
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be declared void for failure to pay the fees required by law or for falsely
pretending that the corporation is to carry on its business and have its prin-
cipal office within the State for the purpose of avoiding the payment of the
charter fee required by law (sec. 44, chap. 14, sees. 8, 9, 10 ; Laws of 1896,
p. 319).
State v. Barron, 58 N. H. 370; Parsons v. Eureka Powder Works, 48 N. II. 66.
22. Amendments. — Charter may be amended for the purpose of chang-
ing its name, increasing or decreasing the capital stock, or for amending its
articles of association in any other respect desired (Laws of 1895, chap. 2 ;
chap. 1 19, sec. 7).
23. Extension of Corporate Existence. — There is no provision for
of <■' n porate existence.
24. Dissolution. — Stockholders owning one-fourth of the stock may
petition in the superior court for dissolution (sec. 31, P. S., chap. 147,
10-12; see also chap. 1 18, 1 >.
.] District v. Greenfield, 64 N. II. 84; 6 Atl. 184.
25. Annual License Fee. — Thi annual license fee,
26. Foreign Corporations. No special requirements exacted to carry
on business. Need no! declare the nam.' of it- agent. May maintain a suit
in the State. Foreign corporations doing business in the State must file with
1 1," State librarian on or before January 1 si of each year all printed reports of
their condition issued by them during the twelve montl ig (Laws of
Lumbard v. AM rich, 8 N. II. 31.
323
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
NEW JERSEY.
(The references cited below are to Laws of 1896, chap. 1 85, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act is to be found in chap. 185, Laws of 1896, and
amendments thereto made in the years 1897, 1898, 1899, 1900, 1901, 1902,
and 1903. Special acts are provided for the incorporation of savings banks,
building and loan associations, surety, railway, telegraph, telephone, canal,
turnpike, banking, safe deposit, and dust companies. The statute, however,
provides that corporations may incorporate under the General Act for the
purpose of constructing, maintaining, and operating railroads, telegraph and
telephone companies outside of the State.
2. Incorporators. — Three or more persons. There are no residential
requirements (sec. 6).
C. R. R. v. P. K. R. Co., 31 N. J. Eq. 475.
3. Contents of the Certificate of Incorporation (sec. 8). The certifi-
cate must set forth :
a. Name. — No name can be used already in use by any existing corpora-
tion of the State, or so nearly similar thereto as to lead to uncertainty or con-
fusion. It must be in the English language (sec. 8; Laws of 1897, chap. 274;
Laws of 1903, chap. 149). The name insurance, safe deposit, trust company,
or bank cannot form part of the name (Laws of 1897, p. 274).
b. Domicile. — The location of the principal office in the State; street and
number must be given if located in a city (sec. 8). Also the name of the
agent in charge thereof and upon whom process may be served (Laws of 1898,
p. 410).
c. Purposes. — Any number of objects may be inserted provided they are
not covered by the special acts above referred to (sec. 8).
d. Capital Stock. — Amount of total authorized capital stock (not less
than $2,000), the number of shares into which the same is divided, and the
par value of each share (par value may be any amount). The amount of
capital with which the corporation will begin business, which cannot be
n -1,000. If there be more than one class of stock, a description of
the different classes with the terms on which the different classes are created
must be set forth (sees. 8, 18).
e. Duration. — May be unlimited if desired (sec. 8).
/. Provisions for the Regulation of the Internal Affairs of the Corporation. —
If desired, provisions may be inserted for the regulation of the business and
for the conduct of the affairs of the corporation as well as for creating and
defining and limiting or regulating the powers of the corporation, the directors
and the stockholders or any class of stockholders (sees. 8, 11, 12, 17, 34, 47).
g. Incorporators. — Names and post-office addresses of the incorporators
and the number of shares subscribed for by each. The aggregate amount of
stock subscriptions must be equal to the amount of stock with which the cor-
poration will commence business, which renders stock subscriptions necessary
to the amount of $1,000 (sec. 8 ; Laws of 1898, p. 410).
1. Statutory Powers. — In addition to the statutory enumeration of
common law powers, the statute confers the following additional powers : To
conduct business in other States and foreign countries; to have one or more
offices out of the State; to hold, purchase, mortgage, and convey real and per-
324
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
sonal property out of the State. Corporations for the construction of railroads,
water, gas, or electric works, canals, tunnels, bridges, viaducts, hotels, wharves,
piers, etc., may subscribe for, pay for, hold, use, and dispose of stock or bonds
in any corporation for the purpose of constructing, maintaining, and operating
works of a similar character, and the directors of such corporations may accept
in payment of stock subscriptions real or personal property necessary for the
purposes of such corporation or work, labor, and services performed or
materials furnished to or for such corporation, to the amount of the value
thereof, and issue full-paid stock in payment thereof. All classes of corpora-
tions which may be incorporated under the General Act are given express
power to purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise
dispose of the shares of the capital stock or any bonds, securities, or evidences
of indebtedness created by any corporation of New Jersey or any other State,
and while the owner of such stock to exercise all the rights, powers, and
privileges of ownership, including the right to vote thereon. Other enumer-
ated powers are the right to vote by proxy, to issue preferred stock, to lease
its property and franchises to another corporation, to extend the corporate
existence, to consolidate with other corporations, to dissolve itself, to enforce
a lien upon the stock of its members for debts due the corporation, to sell
stock subscribed for for non-payment of stock subscriptions, and to provide
for cumulative voting in the election of directors. Power to adopt by-laws
may be delegated to the directors by inserting a clause to that effect in the
by-laws. Directors may also be given power to fix amount of profits to be
reserved as working capital. A corporation may acquire and hold its own
shares (sees. 1, 7, 11, 17. L8, 29, 34, 36, 38, 48, 49, 51, 104, LOS; haws of L900,
p. 418; Laws of 1902, p. 217).
Hilles v. Parrish, 14 N. J. Eq. 380; M. T. & T. Co. v. Y). T. & T. Co., 44 X. J. Eq.
568; 14 Atl. '.(07 ; Berger v. U. S. Steel Corporation, 63 N. J. Eq. 809; 53 Atl. 68.
5. Procuring the Charter. — The certificate of incorporation must be
proved or acknowledged as required for deeds of real estate. If acknowledged
without the State, the officer taking the acknowledgment must procure a
county clerk's certificate of his appointment. The certificate, together with
two copies thereof, should be taken to the office of the clerk of the county
wherein the principal office of the corporation within the State is to be
established. The clerk will then keep one of the copies for the purpose of
recording the same, and will endorse upon the original and the other copy
certificates thai they have been filed in his office. Then the original is filed
in the office of the Secretary of Mate, and a duplicate copy with the county
clerk's be endoi ed thi reon can be used by the Secretary of state for
the pur] f furnishing the incorporators with a certified copy of the cer-
t ificate of inc »rpi irat ii >n | ecs. 8, '■>).
I. G. I. Co o, Grei q, 19 v J. Eq 329; 24 Ail. 560.
fi. Corporate Indebtedness. — Then' is no Btatutory limitation upon the
amount of indebtedness which a corporation may incur.
7. Organization Tax. — Twenty cents for each thousand dollars of capi-
tal lor].; authorized, hut never less than
8. Filing and Recording Fees. — To the Secretary of State for recording
articles, 10 cents per folio with a minimum charge of Ql. For issuing
certified copy of the articles where same are furnished for thai purpose, $1.
Pee to the county clerk for recording certificate of incorporation, 25 cents
per folio (Laws of 1904, chap. 1 18).
325
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
9. Commencing Business. — Before any corporation can begin business
at leasl $1,000 of capital stock musl be subscribed, and before it can incur
debts the said $1,000 shall, within the discretion of the board of directors, be
paid in either money or property. 'The law requires the president and secre-
tary or treasurer, upon payment of each instalment of capital stock, orevery in-
crease thereof to file in the Secretary of State's office within ten days thereafter
a certificate stating the amount paid in in cash or in property, and the amount
previously paid. There is no penalty attached for failure to comply with tins
provision, but officers neglecting or refusing to do so, for a period of thirty
days after written request served on them by any stockholder, shall be jointly
and severally liable for all debts contracted before said filing (sees. 25, 2G).
10. Organization Meeting. — Must be held within the State. The law
provides thai w here one or more of the incorporators shall die before the corpo-
ration is organized, the survivors may in writing designate other persons who
may take the place of the deceased incorporators in the organization (sec. 115).
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must be held within the State at the registered office. Directors'
meetings may be held without the State if the by-laws so provide (sec. 44).
12. Directors' Qualifications and Liabilities, a. Qualifications. — The
minimum number of directors in New Jersey is three, one of whom must
be a resident of the State. All directors must be stockholders, the number
of shares to be fixed by the charter or by the by-laws. They may be classified
if desired. Cumulative voting may be provided for in the certificate of in-
corporation if desired (sees. 12, 3G, 39).
I>. Liabilities. — The directors are jointly and severally liable for paying
dividends out of capital or for reducing the same. They are also liable
for not making and publishing notice of decrease of capital, or for failing to
display name of the company at the principal office, and for failure to allow
inspection of books or to furnish a list of stockholders at elections, also for
failure to file certificate of payment of capital stock within thirty days of
written notice so to do (sees. 25, 26, 33, 45; Laws of 1898, p. 410; Laws of
1904, chap. 143).
Williams v. Boice, 38 N. J. Eq. 364.
13. Stockholders' Liabilities. — Stockholders are personally liable to
creditors to the amount of unpaid stock held by them where the capital
1: is insufficient to meet the corporate debts and obligations.
Nat. Trust C>>. v. Miller, 33 N. J. Eq. 155; Wetherbee v. Baker, 35 N. J. Eq. 501 ;
Bickley v. Schlag, 40 X. J. Eq. 533; 20 Atl. 250; Hood v. McNaughton, 54 N. J.
Law, 425; 24 Atl. 497.
14. Stock Certificates. — Stock certificates must be signed by the presi-
dent and treasurer.
15. Preferred Stock. — The right to create preferred stock must be
reserved either in the original charter or in a certificate of amendment
to. At no time must the total amount of preferred stock issued and
outstanding exceed two-thirds of the capital stock paid in in cash or property.
The preferred stock may, if desired, be made subject to redemption, at any
time after three years from the issue thereof at not less than par. No
dividend exceeding eight per cent perannum can be paid thereon. Dividends
may Vie made cumulative or non-cumulative as desired (sec. 18; see also
- of 1902, p. 217, sec. 2).
Elkins v. Company, 36 N. J. Eq. 233; McGregor v. Company, 33 N. J. Eq. 181.
326
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
16. Payment of Capital Stock. — Nothing but money shall be con-
sidered as payment of any part of the capital stock of any corporation except
in the following cases: Any corporation formed under the provisions of
the General Act may purchase mines and manufactories or other property
necessary for its business, or the stock of any company or companies owning
mines or manufactories, or purchase materials or other property necessary
for its business, and issue stock to the amount of the value thereof in pay-
ment therefor, and stock so issued shall be fully paid and nonassessable
and no! liable to any further call. In the absence of actual fraud in the
transaction the judgment of the directors as to the value of the property
shall be conclusive (sees. 48, 49). Within ten days after the payment of
the capital stock a certificate of such payment signed and verified by the
president and secretary or treasurer must be filed with the Secretary of
State (sees. 25, 26).
17. Books. — The books of the corporation, except the stock and transfer
books, may be kept outside the State if the by-laws or the certificate of
incorporation so provide (sees. 33, 44). The two books mentioned are open
to the inspection of stockholders.
State ex rel. O'Hara v. Nat. Biscuit Co., 54 Atl. 241.
18. Office and Agent. — Every corporation must maintain its principal
office within the State, and have an agent in charge thereof, wherein shall
be kept the stock and transfer books of the corporation (sec. 41; Laws of
1897, p. 17.1; Laws of 1898, p. 410).
19. Reports. — Within thirty days after the first election of officers and
thereafter within thirty days after the annual election a report must be
filed in the office of the Secretary of State, signed either by the president.
and one other officer, or by two directors, setting forth the name, registered
office within the State, and agent in charge thereof, business authorized,
capital stock and amount actually issued and outstanding, names and
addresses of officers and terms thereof, the date of the next annual election
It must also state whether the name of the company lias been at all times
displayed at the entrance of its registered office, and whether it has
kepi at its registered office a transfer book and stock book containing the
names and addresses of the stockholders and the number of shares held
by them. In addition to the foregoing the corporation must on or before
the 1st day of .May make ;i report as of January 1st preceding,
by fh'' president or treasurer, showing the amount of stock actually issued
ami outstanding as of that date as well as the amount of authorized stock,
ami whether paymenl has been made therefor in cash or property (see. 13;
Laws of 1898, p. HO; Laws of 1901, chap. 9, p. 31).
■jn. Anti-Trust Statute. — There is no anti-trust statute in force in
New Jersey.
21. Statutory Grounds for Forfeiture of Charter. Charter Oiaj be
forfeited in New Jersey upon the following grounds : For failure to comply
with a court order requiring corporate books t" be brought within the Mate.
For non-payment of the annual franchise tax (sec. II; Laws of 1890, p. 319;
Laws of 1904, chap. 219).
22. Amendments. — Charters maybe amended in the following re pects:
First, before the paymenl of capital stock, tie' incorporators may modify,
change, or alter the origina >'•■ of incorporation ad libitum. Second,
aft.T the payment of capital stock amendments may !>•■ made, changing the
327
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
nature of the business uamed, increasing or decreasing the capital stock,
changing the par value of shares, the location of the principal office within
the State, extending the corporate existence, creating preferred stock, and
making such other amendment, change, or alteration as may be desired.
Third, whenever there are any errors or omissions in the certificate of incor-
poration the board of directors may take steps to correct the same in the
manner provided by statute (sec. 27; Laws of 1897, p. 175; Laws of 1898,
p. 107).
23. Extension of Corporate Existence. — May be extended by compli-
ance with the statute for any period desired.
24. Dissolution. — Voluntary dissolution of the corporation requires a
majority vote of directors and written assent of two-thirds in interest of
the stock. If the written assent of all the stockholders is obtained, ameeting
for the purpose of voting upon the question of dissolution is unnecessary
(sec. 31).
25. Annual Franchise Tax. — An annual franchise tax of one-tenth of
one per cent on the par value only of that proportion of the authorized stock
which is issued and outstanding on the 1st day of January is exacted where
the total authorized capital stock does not exceed $3,000,000. Over that sum
and up to *5,000,000 the tax is one-twentieth of one per cent. When above
8."!. (ion, 000, 850 for every $1,000,000 or part thereof in excess of $5,000,000.
Mining or manufacturing companies having at least fifty per cent of their issued
or outstanding stock invested in mines or manufacturing within the State are
exempt from such franchise tax. In those cases where less thau fifty per cent
is so invested the assessed value of the real or personal estate so used in the
State is deducted (Laws of 1901, p. 31).
26. Foreign Corporations. — Must file copy of charter with the Secretary
of State attested by its president and secretary under its corporate seal, and a
statement attested in like manner of the amount of its capital stock authorized,
and the amount actually issued, the character of the business which it is to
transact in the State and designating its principal office in the State, and an
agent who shall be a domestic corporation or a natural person of full age,
actually resident in the State, together with his place of abode, upon whom
process may be served. They must also file the same reports required of
them in their domiciliary State, if any, before they are allowed to transact
sss therein. They must pay the same license tax as is required by the
laws of* such domiciliary State of New Jersey corporations. Annual reports
are also required. This report when filed is made the basis for levying an
annual tax of five per cent per annum upon the amount of gross receipts from
business done in New Jersey. This tax may be reduced by showing that by
the laws of the domiciliary State of such corporations, a lower tax is levied
there upon New -Jersey corporations doing business therein. Foreign cor-
ions having fi'typercent of their issued and outstanding capital stock in-
\e-i-d in mining or manufacturing carried on within the State of New Jersey
are exempt from the tax ; or if less than fifty per cent is so invested, the
corporation is entitled to have deducted such proportion of its gross receipts
as are received from goods or property so manufactured or mined within the
State of New Jersey (Laws of 1904, chap. 221).
D. & II. Canal Co. v. Mahenbrock, 63 N. J. L. 281 ; 43 Atl. 978; Del., etc. Co. v.
Pensauken, 116 Ted. 910.
328
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
NEW MEXICO.
(Unless otherwise stated, the references below are to the Compiled Laws of New Mexico,
1897.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Xew Mexico is to be found in the Compiled
Laws of 1897. sees. 411-45(5. Under it corporations may be formed for min-
ing, manufacturing, industrial, or other lawful pursuits, except railway, wagon
roads, irrigation ditches, or for colonization and improvement of lands (sec.
411).
2. Incorporators. — Any number not less than three. There are no res-
idential requirements (sec. 415).
3. Contents of the Certificate of Incorporation. The certificate must
set forth :
a. Name. — There cannot be more than one corporation of the same name
except in the case of mining, mechanical, or manufacturing corporations (sees.
415. 438).
b. Purposes. — Objects and purposes for which the corporation is formed.
Any number of purposes not covered by special act are permitted (sec. 1 15).
c. Capital Stoch. — Amount of capital stock, number of shares, and par
value thereof. Capitalization may be any amount. Par value may be any
amount (sec. 415).
il. Duration. — Term of existence, which cannot exceed fifty years (sec. 415).
e. Directors. — Number of board of directors not less than three, and names
of board for first three months, together with their addresses (sees. 415, 420).
/'. Domiciliary Office. — Name of the city or county where the principal
business is to be transacted (sec. 415).
g. Incorporators. — Full names of incorporators (sec. 415).
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers, th'' following additional powers are granted: To authorize
voting by proxy, to authorize railroad corporations to consolidate, to forfeit
stock lor non. payment of assessments ; to remove directors (sees. 417,420, 125).
M< Her ii. Company, 6 N. M. 331 ; 28 Pac. 551 ; S. F. E.,Co. ti. Hitchcock, 9 N. M.
156; 50 Pac. 332.
5. Procuring the Charter. — The charter must be subscribed and ac-
knowledged by each of the incorporators, and then filed with the Secret ;ny of
the Territory, to whom the organization (ax is paid A certified copy of the
musl be filed with the recorder of d 1- of the county where the prin-
cipal business office is located (sees. 115, 117; Laws of 1903, chap. 111). By
March 22, 1901 (Session Laws of L901, p. 146), corporations are now
required, within thirty days after filing their articles of incorporation with
i publish a certified copyof the same in a newspaper published
in the count) where its principal place of business is located. Proof of Buch
publication must I"- filed with irj of State within twenty daj
the lasl publication.
fi. Corporate Indebtedness. The corporate indebt
the authoriz d capi c. 129 ).
7. Organization Tax I'ei each thousand dollars of capitaliza-
tion, bu1 i c. 441; La I 108, chap. 111).
8. Filing and Recor dins Pe I b I toi i ei
329
INCORPORATION A.ND ORGANIZATION OF CORPORATIONS.
to no fees for filin for recording articles, other than the payment <>f the organi-
sation tax : for certified copy of the articles, In cents per folio, phis *l for cer-
tificate Recording fees in local county office, 15 cents a folio for first ten
folios, and 10 cents a folio for all over. Filing fees, 50 cents. The law re-
quires only filing ami not recording in local county oflice : cost of publishing
articles of incorporation averages aboui $10; cost of filing certificate of publi-
cation in the office of the Secretary of the Territory, si ; for tiling appointment
t in local count v office, 50 cents ; $5 for filing same with the Secretary of
the Territory ; certified copy of the appointment of agent costs $ 1.50. This
last is required in case the majority of the stock is held and owned outside of
the Territory (Laws of 1903, chap. 111).
9. Commencing Business. — Corporations may cqmmence business as
soon as the articles are filed as required by law. They need not wait for the
publication of the articles before commencing business. The charter is sub-
ject to forfeiture if business is not commenced within two years after the
certificate of incorporation is filed (sec. 430).
10. Organization Meeting. — The organization meeting must be held
within the Territory. This in the absence of any statute authorizing such
meetiugs to be held without the Territory. (See however sec. 450.)
11. Meetings of Stockholders and Directors. — Stockholders' meetings
are ordinarily required to be held within the Territory. Where a majority of
the stock is held outside the Territory, the by-laws may provide for the holding
of stockholders' meetings outside. Directors' meetings may be held within or
without the Territory as the by-laws provide (sec. 450).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors, who must be stockholders and a majority
of them citizens of the United States and one-third residents of the Territory
120).
b. Liabilities. — Directors are liable to creditors and stockholders for
moneys misappropriated, for the illegal declaration of dividends, or the un-
lawful withdrawal of capital stock. They are also liable to the extent of the
increase of corporate indebtedness beyond the authorized capital stock (sees.
128, 129).
L3. Stockholders' Liabilities. — Stockholders are liable only for their
unpaid stock subscriptions (sec. 430).
Albright v. Company, 8 X. M. 110 ; 42 Pac. 73.
14. Stock Certificates. — Each stockholder is entitled to a certificate
showing the number of shares owned by him and signed by such officers as the
by-laws may prescribe.
15. Preferred Stock. — There is no express provision for the issuance
of preferred stock.
10. Payment of Capital Stock. — Stock must be paid for in money or
money's worth.
17. Books. — A record of stockholders' names and residences and of
-lure- hell by them, of stock paid in, how much in cash, must be kept at the
principal place of business in the county where the corporation's business op-
erations are located; which shall be; subject to inspection by stockholders and
creditors during business hours (sec. 451).
18. Office and Agent. — The corporation shall establish a principal place
of business and designate an agent residing thereat, in the Territory, on whom
process and notices may be served (chap. 05, Laws of 1903).
330
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
19. Reports. — No reports are required.
20. Anti-Trust Statute— There is no Territorial anti-trust statute.
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for failure to commence business within two years alter filing articles
of incorporation (sec. 43G).
22. Amendments. — The charter may be amended by the directors to
correct mistakes in original certificate (sec. 41S). Charters may be amended
for any purpose desired by complying with the statutory provisions relative to
the same (sees. 431, 432).
23. Extension of Corporate Existence. — Corporate existence may be
extended for an additional period of fifty years if desired (sec. 419).
21. Dissolution. — Dissolution may be had by judgment of probate court
upon petition authorized by two-thirds vote of stockholders (sec. 435).
25. Annual License Fee. — There is no annual license fee.
2(3. Foreign Corporations. — Foreign corporations must, before doing
business in the Territory, file with the Secretary of the Territory and with the
recorder of deeds of the county of its principal place of business in the Territory
a certified copy of the charter, or if incorporated under general law a copy of its
articles and of the law under which incorporated, and file with said officers a
certificate signed and acknowledged by the president and secretary designating
the principal place in the Territory where the business shall be carried on, and
an agent residing therein upon whom process may be served, and shall pay io
the Territorial Secretary the same fees as required of domestic corporations on
incorporation. A certified copy of the articles and certificates of place of busi-
ness and agent must be filed in the office of the recorder of deeds in the count y
in which the principal place of business is to be. A copy of the articles must
be published in the county when' resides the residenl agent, and certificate of
publication filed with the Territorial Secretary (sees. 445, 446; Laws of 1901,
chap. 77; Laws of 1903, chaps. 05, 111).
Union Trust Co. v. Company, 8 X. M. 327 ; 43 l'ac. 701.
NEW YORK.
(The reference below, B. C. L., refer- to Busine > Corporation Law, chap. 5G7, Laws of 1890
as amended by Laws of 1892, chap. 691. The reference <;.('. L. refers to General Cor]
Law, Law- of 1890, chap. 603, as amended by Laws "f 1892, chap. 687. The reference
S. ('. L. refei Corporation Law, chap. 504, Laws of 1890, as amended l>y Laws
of 1802, chap. 088.)
1. Statutes under which Business Corporations may incorporate. —
The General Corporation An is to be found io the Laws of 1890, chap. 563, and
theacl if pa ed since that time. Reference must also be had
to what is know i I ickCoi poral ion Law, embodied in the Laws of L890,
chap. 564, and mbsequenl amendments thereto. Finally, reference must also be
had to the Business Corporation Acl as embodied in the Laws of 1890, cha]
and amendments thereto. Parties may incorporate for any lawful business pur-
Special acts are provided for railway, banl ligation,
mway, pipe-line, ga , electric light, water works, belt
telephone, turnpike, plank road and bridge companies, banks, insurance,
savings and loan as ociati ■' mo ; i i, Bafe deposit and investmen!
companies.
2. Incorporators. — Three or more adull person . Two-third muel be
... 1 1
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
citizens of the Dnited States, and at least one a resident of the State of New
York (B. C. I. . sec 2; G. C. L.,sec.4).
3. Contents of the Certificate of Incorporation (Laws of 1903, chap.
525). The certificate musl set forth:
a. Xiiiik . The name must not conflict with that of any existing domes-
poration or of any foreign corporation authorized to do business in the
Male. The words '• trust," " hank," " banking," li insurance," " assurance,"
• indemnity," " guaranty," "guarantee," '-savings," "investment," " loan,"
<m- ■• benefit " cannot be used (G. C L., sec. 6 ; 13. C. L., sec. 2; Laws of 1904,
chap. 110).
6. Purposes. — Any number of objects may be inserted provided they are
not covered by the special acts above referred to (B. C. L., sec. 2).
c. Capital Stock. — Amount of total authorized capital stock not less than
$300. If any proportion be preferred stock, the preferences thereof must be
Bet forth (B. C. L., sec. 2; S. C. L., sec. 47).
</. Shares. — Number of shares with the par value, which must not be less
than $5 nor more than $100 (B. C. L., sec. 12; Laws of 1903, chap. 525).
e. Amount of Capital with which the Corporation will begin Business. — This
must not be less than $500 (B. C. L., sec. 2).
/'. Dominic. — State the village or town in which the principal business
office is to be located (B. C. L., sec. 2, as amended by Laws of 1903, chap. 525).
if in New York City, state the borough (Laws of 1903, chap. 525).
g. Duration. — May be perpetual if desired (B. C. L., sec. 2).
h. Directors. — Number and names of directors. There must be not less
than three directors, and the names and j^ost-oltice addresses of the directors
for the first year must be set forth (B. C. L., sec. 2 ; G. C. L., sec. 29).
i. Slock Subscriptions by Incorporators. — Names and post-office addresses
of the incorporators and a statement of the number of shares of stock sub-
scribed for by each (B. C. L., sec. 2).
j. Provisions for the Regulation of the Internal Affairs of the Corporation. —
The certificate may contain any other provision for the regulation of the
business and the conduct of the affairs of the corporation and any limitation
upon the powers or upon the powers of the directors and stockholders which
does nit exempt them from any obligation or from the performance of any
duty imposed by law (B. C. L., sec. 2 ; Laws of 1903, chap. 525).
4. Statutory Powers. — In addition to the statutory enumeration of
common law powers, the statute confers the following additional powers: To
purchase, hold, and dispose of the stock and bonds and other evidences of
indebtedness of any other corporation. Also to issue in exchange therefor
ii stock and bonds if authorized so to do by a provision in the certificate
of incorporation ; or, without such a provision in the certificate, if the corpo-
ration whose stock is so purchased is engaged in a business similar to that of
the holding corporation, or engaged in the manufacture, use, or sale of property,
or in the construction or operation of works necessary or useful in the business
of such holding corporation or in which or in connection with which the man-
ufactured article, produce, or property of the holding corporation may be used,
or is a corporation with which the latter is authorized to consolidate. To vote
by proxy, to issue preferred stock, to enforce a lien upon the stock of its
members Eor debts due the corporation, to sell stock subscribed for for non-pay-
ment of stock subscriptions, to acquire or dispose of property in other States
or foreign countries, to consolidate with other corporations organized to carry
on any kind of business of the same or a similar nature which a corporation
332
SYNOPSIS-DIGEST OF INCORPORATION* ACTS.
organized under the General Act might carry on. To provide for cumulative
voting. To delegate the right to directors to adopt by-laws. To issue pre-
ferred stock and to issue stock in exchange for property. To sell all the
corporate assets and to guarantee bonds of other domestic corporations engaged
in the same line of business. Limited voting trusts are permitted (G. C. L.,
sec. 11 ; S. C. L., sec. 40; G. C. L., sec. 20; S. C. L., sees. 2, 8; B. C. L.,
sec. 2 ; S. C. L., sec. 47 ; G. C. L., sec. 14 : S. C. L.. sec. 42 ; B. C. L., sec. 8 ;
S. C. L., sees. 23, 33, 40, 58 ; G. C. L., sees. 21, 29; Laws of 1904, chap. 236).
5. Procuring the Charter. — The certificate of incorporation must be
acknowledged by each of the incorporators before some officer authorized to
administer oaths. It must then be filed and recorded in the office of the Secre-
tary of State. A certified copy of the certificate or a duplicate original, to-
gether with the receipt of State Treasurer for payment of the organization
tax, must be filed and recorded in the office of the county clerk of the county
where the principal place of business of the corporation is to be located
(B. C. L., sec. 2; G. C. L., sees. 4, 5).
People ex rel. Blossom v. Nelson, 46 N. Y. 477 ; Raisbeck v. Oesterricher, 4 AM,.
uses, 434; People ex rel. v. Rice, 128 N. Y. 591; 28 N. E. 251; Lamming v.
Galusha, 81 Hun, 247; 30 N. Y. S. 767; aff'd 151 N. Y. 648; 45 N. E. 1132; Union S.
Co. v. City of Buffalo, 82 N. Y. 351.
6. Corporate Indebtedness. — There is no limitation upon the amount
of indebtedness which a corporation may incur. (See S. C. L., see. 28.)
7. Organization Tax. — One-twentieth of one per cent (or 50 cents per
thousand) upon the authorized capital stock as set forth in the certificate of
incorporation (Tax Law, sec. 180).
8. Filing and Recording Fees. — To Secretary of State for filing certifi-
cate of incorporation, $10; for recording, 1"> cents per folio; to the county
clerk for filing certificate, 6 cents, and for recording, 10 cents per folio; for
certified copy of articles, 15 cents per folio and §1 additional for certificate
under the Great Seal of the State ; for recording certificate of payment of
capital stock, 15 cents per folio.
9. Commencing Business. — At least 8500 of stock must be su'>-cril>ed
before the corporation may begin business. Before any corporation can incur
the amount of capital specified in the certificate of incorporation as the
lit of capital with which the corporation will begin business must have
1 i, paid in. either in money or in property. One-half of the stock must be
paid in, either in money or property, within one year. Within thirty days
ac b pavm tificate duly signed and verified by a majority of the
ira and tic [.resident or vice-president and the secretary or treasurer
must 1m- till with th y of State and with the clerl of the county in
which the principal office i located. If one-half the capital is not paid iu
within one year, the charteris Bubject to forfeiture ,1; c. I... sec. 5). The
chartei it to forfeiture if use is not made of the corporate franchises
within two yeai n (B. C. L ' 3; S. <'■ I. . ec. 12 ;
B. C. L., Sec. 5
10. Organization Meeting. Th ganization meeting inn t be held
within the State, and within two years alter the date of incorporation
((,. ( . I... sec. 31).
11. Meetings of Stockholders and Directors. - While then are no
atory requirements as to holding either stockholders' or directors' meetings
within the Mate, it i- the general practice a- well as unquestionably the only
safe practice to holdall .stockholder., - meetings within the - See Ormsl j
......
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Company, 56 X. V. 623.) Directors' meetings, however, may be held without
the State by making provision to this effect in the by-laws.
12. Directors' Qualifications and Liabilities, a. Qualifications. — Mini-
mum directors under the statute are three. At least one-fourth of them must
be elected annually. They must all be stockholders unless otherwise pro-
vided in tlie certificate of incorporation or in the by-laws. At least one of
them must be a resident of N «'\n York (B. C. L., sec. 2; G. C. L., sec. 29;
S. C. 1> . sea 20). They may be classified if desired. Inspectors of elections
are provided for (S. C. 1>-. sec. 28). Cumulative voting is permitted if author-
ized by the certificate of incorporation (G. C. L , sec. 20).
/>. Liabilities. — In case of the withdrawal of any of the capital by means
of loans to officers or stockholders of the corporation, or prohibited transfers
of property, or false reports issued, directors are jointly and severally liable
for the loss sustained thereby. They are also liable for illegal declaration of
dividends (S. C. L., sees. 22, 23, 25, 31, 48).
13. Stockholders' Liabilities. — Stockholders are personally liable to
creditors to an amount equal to the amount of unpaid stock held by them for
debts of the corporation contracted while such stock was held by them; and
are jointly and severally liable for all debts duo or owing to laborers or ser-
vants or employees other than contractors, provided written notice of inten-
tion to enforce such liability is given within thirty days after termination of
the services rendered (S. C. L., sees. 51, '^ ; as to liability of stockholders in
full liability corporations, see B. C. L., sec. G).
Billings o. Robinson, 94 N. Y. 415 ; Weeks v. Love, 50 N. Y. 568 ; Tucker v. Gil-
man, 121 N. Y. 189 ; 24 N. E. 302.
14. Stock Certificates. — Stock certificates must be signed by the presi-
dent or vice-president, and by the secretary or treasurer (S. C. L., sec. 40).
Stock certificates are not transferable without the consent of the corporation,
until all indebtedness to the corporation has been paid (S. C. L., sec. 20). The
par value of shares may be any amount not less than $5 nor more than $100
(B. C. L., sec. 2, sub. 4).
15. Preferred Stock. — Preferred stock maybe issued if the certificate
of incorporation so provides or by consent of the holders of two-thirds of the
capital stock given at a meeting duly called for that purpose. The corpora-
tion may, upon the written request of the holders of preferred stock by a two-
thirds vote of its directors, exchange the same for common stock (S. C. L.,
sec. 47).
1G. Payment of Capital Stock. — Corporations cannot issue stock except
for money, labor done, or property actually received for the use or lawful pur-
poses of the corporation. The statute provides further that in the absence of
fraud in the transaction the judgment of the directors as to the value of
rty so purchased shall be conclusive (S. C. L., sec. 42).
White Corbin & Co. v. Jones, 167 N. Y. 158; 60 N. E. 422.
17. Books. — Every corporation must keep at its office within the State
correct books of account of all its business transactions, and also a stock book,
ning an alphabetical list of the stockholders of the corporation, show-
ing their places of residence and the number of shares held by them respec-
tively, the time when they respectively became owners thereof, and the
amount paid thereon (S. C. L., sec. 29). The stock book is open to the in-
spection of stockholders and judgment creditors.
Matter of Steinway, 159 N. Y. 250; 53 N. E. 1103.
334
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
18. Office. — Every corporation must maintain a domiciliary office within
the State <I>. C. L., sec. 2 ; Tax Laws, sec. 11).
19. Reports. — All domestic business corporations must annually during
the month of January, or, if doing business without the United States, before
the first of May, make a report as of the first day of January, which will
state: First, the amount of its capital stock and proportion actually i
Second, the amount of its debts, or an amount which they do not exceed.
Third, the amount of its assets or an amount which its assets at least equal.
Such report to be made by the president or vice-president, secretary or treas-
urer, and filed in the office of the Secretary of State. If such report is not
made and filed, any officer of the corporation who shall thereafter neglect or
refuse to make and file such report within ten days after written request so to
do shall have been made by a stockholder or a creditor of the corporation,
shall forfeit to the people the sum of §50 for every day he shall so neglect or
refuse. In addition to the foregoing the corporation is required between Novem-
ber 1st and 15th to make an annual report to the State Comptroller showing the
condition of the business on October 31st of that year, stating the amount of
the capital stock paid in, the amount of its dividends declared during the
year ending October 31st, the amount of its entire capital, and the percentage
thereof employed within the State during the preceding year. This report
must be Bigned and sworn to by the president, vice-president, secretary, or
treasurer (S. C. L., sec. 30; Tax Laws, sec 189). After each annual election
of directors a certificate of the result of such election made by the inspectors
must be filed, with the oath of the inspectors, in the office of the clerk of the
county in which the election is held (S. C. L., sec. 28 ; see Union Xat. Bank
: ott. 53 Ap. Div. 65; see also S. C. L., sec. 52).
20. Anti-Trust Statute. — The Ami-Trust Ait of New York is to be
found in Laws of 1 399, chap. I
Matter of Davies, 168 N. Y. 89; 61 X. E. 118; People v. Milk Exchange, 133
X. V. 565 : .'in N. E. 850
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for failure to organize and commence the transaction of corporate
business or the discharge of corporate duties within two years from the dale
of incorporation '•■ C. U. sec. 31). Also if one-half the capital stock is not
paid in within one year 'I!. C. L., sec. 5). Also for failure to pay the annual
State tax within one year from the time a statement of the tax is senl to it
(Tax Law. sec. 2int; see also Coil" of Civ. Pro., sees 17!»7 1803 inclusive).
Day v. Company, 107 X. V. 29; 13 N. E.765; People v. Company, 131 N. Y. 140 ;
uk N. i:. 947.
22. Annual Franchise Tax. — The annual Fran lii e tax i based on the
amount of capita] stock actually employed within the State. It includes, with
some few exceptioi , all personality belonging to the corporation within tin-
State and the corpoi -ill The debts of the corporation are first
deducted in arriving at the valuation, rf dividends are declared amounting
per cent n the amount of the par value of the entire I
capital stock, ih" tax is one-fourth of a mill for each one per cent of dividends
declared on each dollar of capital stock employed within the Mate If div
idends are less than six per cent on par value, one and one-half mills per
dollar upon Buch proportion of ca] bal the amounl of capital
employed within the Mat.- bears to the entire capital of the corporation. If
no dividend is declared, the tax is liv d at the rat" of one and one half mills
335
INCORPORATION iND ORGANIZATION OF CORPORATIONS.
upon each dollar of the appraised capital employed within the State. Batiks,
insurance ami surety companies, railroad, gas, light, or power, .steam heat,
agricultural and horticultural corporations, and surface railroads not operated
. a aveexempt. Laundry, manufacturing corporations, to the extent only
f the capital -tock employed within the State, in manufacturing and in the
sale ^\ the product of such manufacturing, and mining corporations wholly
engaged in mining ores within the State, are exempt from this tax provided
at least forty percent of their capital stock is actually invested in property
in this State (Tax Laws. sees. 182, L83, IS!), L90). A corporation is taxed on
its persoual property only in the county designated in the articles as the place
where its principal place of business is (Tax Laws, sec. 12).
23. Amendments. — Corporations may change their names only by six
weeks' publication of the notice of intention so to do and application there-
after to the Supreme Court for an order authorizing such change. The pur-
poses and powers of the corporation may be enlarged or altered by a vote of
fifths of the capital stock. The number of shares may be increased or
diminished by vole of two-thirds of the capital stock. The capital stock may
be increased or decreased by majority vote of the stockholders at a meeting
duly called for that purpose or by unanimous consent of all the stockholders
expressed in writing. Directors may be increased or diminished by a major-
ity vote of the stockholders. All amendments to articles are required to be
filed in the same offices as in the case of original articles (Laws of 190o, chap.
320; S.C. L., sees. 21, 32, 11,45; G. C. L., sec. 6 ; Laws of 1904, chaps. 110, 123).
24:. Extension of Corporate Existence. — Corporate existence may be
extended, if desired, by compliance with the statute (G. C. L., sec. 32).
25. Dissolution. — Voluntary dissolution may be brought about in two
ways: First, by a two-thirds vote in interest of the stockholders favoring dis-
solution preceded by a resolution to that effect passed -by the board of direc-
tors ; second, by application to the Supreme Court (S. C L., sec. 57; Revised
Stat., Part III. chap. 8, title 4, sees. 66-89 inclusive; Code of Civil Procedure,
sees. 17*1-1796, 2419-2431). The charter may be surrendered by the incor-
porators before the payment of any part of the capital stock and before
commencing business (Laws of 1901, chap. 296).
26. Foreign Corporations. — Must file with the Secretary of State copy
of articles of incorporation with statement of business carried on within the
State. Cannot begin business until Secretary of State issues certificate of
authority. Cannot sue in State without having first secured certificate of
authority. Annual reports required as of domestic corporations. Stock book
with data of stockholders must be kept at office of transfer agent in State, and
shall be open to inspection under penalty of .$250. Within thirteen months of
the time the corporation commences to carry on business within the State it
must pay the State Treasurer a license fee of one-eighth of one per cent on
the amount of capital stock employed by it in the State during the first year of
carrying on business therein. This license tax is payable annually thereafter.
Permits will not be issued if foreign corporation has same name as that of
tic (G. C. L., sees. 15, 1G; S. C. L., sec. 53; Code of Civ. Pro., sees.
432, 1779; Tax Laws, sec. 181 ; Laws of 1901, chap. 490).
Demarest v. Flack, 128 N. Y. 205 ; 28 N. E. 645 ; People ex rd. II. & II. Co. v. Camp-
bell, 139 N. Y. 68; 34 N. E. 753; People ex rel. S. T. Clock Co. v. Wemple, 133 N. Y.
323 ; 31 N. E. 238 ; People v. A. B. T. Co., 117 N. Y. 241 ; 22 X. E. 1057 ; People ex
rel. v. Wemple, 138 X. Y. 582; 34 N. E. 386; O'Reilly, Skelly & Fogarty Co.v. Greene,
40 X. Y. 300.
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
NORTH CAROLINA.
(The references cited below are to chap. 2, Laws of 1901, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of North Carolina is to be found in the Session
Laws of 1901, chap. 2. Under this act corporations may be formed for any
purpose excepting railroad, insurance, and banking corporations (sec. 8).
2. Incorporators. — Any number of persons not less than three. There
are no residential requirements (sees. 8, 36).
3. Contents of the Certificate of Incorporation. The certificate must
set forth :
a. Name. — No name can be used already iu use by another domestic corpo-
ration. The name must end with the word " Company " (sec. S, sub. 1 ; Laws
of 1903, chap. 453).
b. Domicile. — Location of principal office within the State (sec. 8, sub. 2).
c. Purposes. — The object or objects for which the corporation is formed.
Any number of purposes may be inserted in the certificate (sec. 2, sub. 3).
d. Capital Stock. — Authorized capital stock (unlimited). Number of
shares into which divided, and par value (any amount) thereof, amount of
capital stock with which corporation will begin business (no amount limited in
the act). If there is more than one class of stock, a description of all classes
must be inserted together with terms upon which created (sec. 8, sub. 4).
e. Stock Subscriptions. — Names and post-office addresses of subscribers
for stock and the number of shares subscribed by each. The act provides
that the aggregate of such subscriptions shall be the amount of capital stock
with which the corporation will begin business (sec. 8, sub. 5).
/'. Duration. .May be perpetual (sec. 8, sub. 6).
q. Provisions for the Regulation of the Internal Affairs of the Corporation. —
Provisions may be insetted for the regulation of the business and for the
purpose of creating, defining, limiting, or regulating the powers of the corpo-
ration, directors, and stockholders (sec. 8, sub. 7).
1. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers corporations have the following additional powers: To
authorize voting by proxy; to forfeit stock for non-payment of assessments;
to provide suitable penalties for violation of hy-laws, not exceeding $20 for
any one offence; to delegate the power in directors to adopt by-laws; to issue
preferred stock to the extent of one-half of actual capital paid in in cash or
: v ami to i- subject to redemption ; to authorize the hold-
iug of directors' meetings and keeping of corporate hooks, except stock and
transfer books, outside <>i' tie' Stat'-: to classify directors; to permil cumulative
votinor in election of directors, and to conduct business in other States and
iihI sell bonds for less than par (sees. 1,2,3, I,
5, 12, 13, 11, 1'.'. 24, 10; Laws of 1903, chaps. 154, 660).
Efoggii -' Association, 107 \. C. 581 ; i -' 8. E. l'7">: Mearea v [mprovemen
126 N. C. 662; 36 S. E. 130
5. Procuring the Charter. Incorporators unit subscribe and acknowledge
the certificate of incorporation. The certificate musl then I"- filed and recorded
in the office of the Secretary of State, the organization tax being then paid. A
certified copy of the certificate and probate musl be forthw ith recorded in the of
fice of the clerk of the superioi court of the county where the principal office of
the corporation is to I..- established | Lass- ol 1003, chap. 848).
Ashville Div. v. Oston, 92 ' I
22 337
INCORPORATION aND ORGANIZATION OF CORPORATIONS.
6. Corporate Indebtedness. — There is no statutory limitation upon the
ml of corporate indebtedness. Thelaw expressly permits bonds oi' cor-
porations to be sold for Less than par (Laws of 1903, chap. 154).
7. Organisation Tax. — Twenty cents for each $l,ono on the amount of
capital stock authorized, but in no case less than $25 (sec. 96; see also Laws of
93).
8. Filing and Recording Fees. — For recording articles in the office of
tary of Male, $1 for the first three copy sheets and 10 cents for each
additional hundred words. For certified articles of incorporation, $1 for
first three copy sheets and 10 cents for each additional hundred words.
To the clerk of the Superior Court for preparing certificate of incorporation
$] for the first three copy sheets and 10 cents for each additional sheet. For
filing list of officers and directors, $1.
9. Commencing Business. — Corporations may commence business as
soon as the certificate of incorporation is filed as required by law (sec. 10).
Within thirty days after the election of the first board of directors there must
be filed in the office of the Secretary of State, a statement authenticated by
the signatures of the president and secretary containing the names of all the
directors aud officers with the date of the election or appointment, term of
office, residence and post-office address of each, the character of its business
aud location, giving the street and number, if any, of its principal office in the
State, and the name of the agent in charge of said office upon whom process
may be served (sec. 48). Business must be commenced within two years
from the time certificate is filed (sec. 106).
10. Organization Meeting. — The organization meeting must be held
within the State. The statute provides for calling the same, and also gives
the incorporators the direction of the affairs and organization of the corpora-
tion until directors are elected (sees. 11, 18).
11 . Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the State. Directors' meetings may be held without the
Stat" if the by-laws so provide (sec. 49).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be a board of not less than three directors. At least one of them
must be a resident of the State. They must all be bona fide stockholders.
v may be divided into classes, provided no class is elected for a shorter
p sriod than one year or for a longer period than five years (sees. 14, 44).
b. Liabilities. — Directors are liable for the illegal declaration of dividends,
for neglecting or refusing to make certificate as required by law upon the
payment in full of each instalment of the capital stock, and filing the same
within ten days after such payment in the office of the Secretary of State.
They are also liable for not publishing notice of decrease of capital, and for
i voting for reduction of capital (sees. 2b', 27, oS, 53, 56, 05, 107).
Solomon v. Bates, 118 N. C. 321 ; 24 S. E. 746.
13. Stockholders' Liabilities. — Stockholders are liable for their unpaid
stock subscriptions. They are also liable for fraud committed by them, to
creditors and others injured thereby (sec. 22).
Barmon v. Hunt, L16 X. C 678; 21 S. E. 559; Cooper v. Company, 127 N. C. 219;
E. 216; Cotton Mills v. Cotton Mills, 116 N. C. 647 ; 21 S. E. 431.
11. Stock Certificates. — Every stockholder is entitled to a certificate
signed by the president and treasurer or secretary, specifying the number of
shares held by him in the corporation (sec. 20).
338
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
15. Preferred Stock. — Preferred stock may be issued not to exceed one-
half of the actual capital. It may be created with such preferences and voting
powers, restrictions or qualifications thereof as shall be stated and expressed
in the certificate thereof. Dividends may he made cumulative if desired, and
in case of insolvency holders thereof have a preference over the holders of
common stock (sec. 1!)).
16. Payment of Capital Stock. — Stock may be issued in exchange for
money, Labor done, personal property, real estate, or leases thereof. In the
absence of fraud in the transaction, the judgment of the directors as to the
value of such labor, property, real estate, or Leases thereof shall be conclusive
(sec. 19). Corporations may purchase mines and manufactories and issue
stock in payment therefor to the amount of the value thereof, and the stock so
issued shall be full-paid stock and not liable to any further call. In the
absence of fraud the judgment of the directors as to the value of the property
so taken shall be conclusive. Upon the payment in full of each instalment
of capital stock a certificate setting forth the particulars thereof verified by
the president and secretary or treasurer must within ten days after such
payment be filed in the olfice of the Secretary of State (sees. 19, 26, 53,
54, 55).
17. Books. — Must keep at its principal olfice in the State the transfer
books and the stock books of the corporation (sec. oS). These are open to the
inspection of all stockholders.
18. Office and Agent. — Every corporation is required to have an office
within the State where its name must be displayed in conspicuous letters.
have an agent in charge of its principal otiice within the State residing
therein (sees. 19, 50; see also Laws of 1903, chap. 800).
Simmons v. Steamboat Co., 113 N. C. 147; 18 S. E. 117.
Id. Reports. - Annual reports must be filed with the Secretary of State
in each year (sec. 18). The contents of the report is similar to that re-
quired under the New Jersey Act. (See ante, sec. 9.)
20. Anti-Trust Statute. — There is a somewhat drastic anti-trust statute
in force in North Carolina (Laws of \ s '->-K chap. 666).
21. Statutory Grounds for Forfeiture of Charter. — Charter may be
forfeited for failure to bring the books of the corporation into the State after
an order to that effeel made bj the superior court upon proper cause shown.
Charter may also be dissolved by the State for abuse, misuser, or non-user of
s powers and privileges and for violation of the anti-tru
timing or exercising any franchise or t ransacl ing any business not
allowed by it- charter (see. 19, Laws of 1899, chap. 66, sec. 5; Laws of L901,
chap. 2, sec. 107). Charter may also be forfeited if the corporator for two
bould neglecl oi fail to organize the company, or when organized if they
cease to act i ec. L06).
Cotton Mills <. Burns, 114 V < . 35 I; 19 S I
22. Amendments. — Charters may be amended for any purpose di
both before and after organization (sees. 28, 2 also Laws of L903,
chap. 510).
23. Extension of Corporate Existence. Corporation may extend its
corporate existence for any period d
24 Dissolution. -A corporation ma by mutual consenl upon
tb" vote of two-thirds in interest of the stockboldei 84, 59 65
inclusive). The charter may be surrendered by the incorporators before the
339
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
payment of any pari of the capital and before beginning business by comply-
ing with the statute in such case made and provided (sec. 35).
25. Annual License Fee. — Where the corporation has a capital stock
the annual tax is $5; up to $50,000, $10; up to $100,000, |25 ;
up to $250,000, |50; up to 8500,000, $100; up to 81,000,000, $200 ; over
000, $500 (Ad of March 15, L901, chap. 9, sec. 91; Laws of 1003, chap.
'JIT. sec. si).
26. Foreign Corporations. — Foreign corporations must file with the
Secretary of State a copy of their charter attested by the president and
s icretary under the corporate seal, and accompanied by a statement attested in
like manner setting forth the amount of capital stock authorized, amount
issued, location of principal otlicc in the State, and name of agent in charge
thereof, character of the business to be transacted, and name and post-oflice
addresses of officers and directors. Such corporations must also pay a tax of
lo cents per thousand dollars on authorized capital stock, provided however
that the same shall never be less than $10 nor more than $100 (Laws of 1903,
chap. 706).
Debnam v. Company, 126 N. C. 831; 3G S. E. 269 ; Howard v. Association, 125
N. C. 49; 34 S. E. 199; Commissioners v. Company, 128 N.C. 558; 39 S. E. 18; Shields
c. Life Ius. Co., 119 N. C. 380; 25 S. E. 951.
NORTH DAKOTA.
(The references cited below are to the Revised Code of 1899 unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of North Dakota is to be found in the Revised
Code of 1899, sees. 2850-3265 b, as amended by the Session Laws of 1901.
Under this act corporations may be formed for any purpose for which in-
dividuals may lawfully associate themselves, except that special acts are pro-
vided for railway, wagon road, insurance, bridge, agricultural, fair, and
eleemosynary corporations (sec. 2858). There are some special provisions ap-
plicable to mining and manufacturing companies (sees. 3154, 3161).
•_'. Incorporators. — Not less than three, one-third of whom must be
residents of the State (sec. 2858).
3. Contents of the Articles of Incorporation. The articles must set
forth:
a. Name. — There is no statute expressly forbidding the use of a name
already in use by another domestic corporation, but the power is assumed by
the Secretary of State to refuse articles attempting to make use of such name
b. Purposes. — Purpose for which it is formed. The Secretary of State
permits the insertion of any number of purposes in the articles not covered by
special acts (sees. 2861, 3155).
c. Domiciliary Office. — Place where its principal business is to be transacted.
(/. Duration. — Term for which it is to exist, not exceeding twenty years.
e. Directors. — Number of directors and names and residences of those
who are to serve until their successors are elected and qualify.
/. ( 'apital Stock. — Amount of capital stock, number of shares into which
it is divided. Both may be any amount desired (sec. 2861).
1. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers, the following additional powers are granted : To authorize
by proxy; to forfeit stock for non-payment of assessments; to own
340
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
its own stock ; to provide penalties for violation of by-laws not to exceed
$100 ; to permit cumulative voting; and to remove directors (sees. 2875, 2880,
2882, 2884, 288S, 2894, 2895, 2917-2r):;5).
Tourtelot v. Whithead, 9 N. 1). 407 ; 84 N. W. 8.
5. Procuring the Charter. — The charter must be subscribed and ac-
knowledged by the incorporators. The articles must then be filed with
the Secretary of State (sees. 2864, 2867). There must be filed with the
Secretary of State a duplicate receipt of the State Treasurer showing pay-
ment of organization lax. When all these formalities have been complied
with, the Secretary of State issues a certificate of incorporation. Collateral in-
quiry into the legality of corporate existence is forbidden (sees. 2852, 2867).
6. Corporate Indebtedness. — Corporate indebtedness must not exceed
the amount of subscribed capital stock. Express authority is given to issue
bonds (sees. 2891, 2905).
7. Organization Tax. — For capitalization up to §50,000, fee of $50
to be paid to the State Treasurer and $5 for every additional $10,000 or
fractional part thereof. This schedule of fees does not apply to cor] Mira-
tions for the manufacture of dairy products, agricultural fair corporations,
building and loan associations, county mutual insurance companies or to c -
porations whose capitalization does not exceed $5,000 formed for the purpose
of the purchase of male animals for the improvement of stock.
8. Filing and Recording Fees. — Filing fees in the office of the Secretary
of State, $5; for issuing certificate of incorporation, $3; for certified c »py
of articles of incorporation where copy is prepared for that purpose, $1
(Laws of 1901, chap. 93).
9. Commencing Business. — Business may be commenced as soon as
the articles are executed and filed as required by law (sec. 2868). By-laws
must be adopted within one month after filing articles (sec. 2883). The
corporation must organize and commence business within one year after
filing articles (sec. 291 I
10. Organization Meeting — In the absence of a provision in the
es providing otherwise the organization a ting must be held within
id" state (sec. 2898). By making provision in the articles therefor all
meetings may be held without the State, at some place within the United
States (sec. 3160).
11. Meetings of Stockholders and Directors — In the absence of a
provision in the articles providing otherwise meetings of stockholders and
directors for the election of officers of the corporation musl be held at its
principal place of business within the State. Other meetings of the board of
directors maybe held ai such place within or withoul the State as the bj
laws may provide i 98,2899,2903). By making provision in the articles
therefor, all meetings may be held withoul the State al some place within
the United Stab 3160).
12. Directors' Qualifications and Liabilities, a. Qualifications. There
musl be al leas! three and not more than eleven directors, all of whom must
be tockholdei , and ■ ident of tl
//. Liabilities. Directoi are liable to creditors to the extenl of the
amount of debt- in exce of the mbscrib d capital stork. They are also
liable for the declaration of illegal dividend I press provision is made
in the act for their removal from o 12, 2894) Di
are also liable for illegal ie ue of boi 2906). Directors in mining and
INCORPORATION and ORGANIZATION OF CORPORATIONS.
manufacturing companies are liable for violations of law which result in
insolvency of the company (sec. 3161). There is also a liability for issuing
Btock at less than par value paid thereon (sec. 2876).
18. Stockholders' Liabilities. — Stockholders arc liable to the extent
of their unpaid stork subscriptions. Stockholders of manufacturing and
mining corporations are jointly and severally liable for all debts to me-
chanics, workmen, and laborers employed by such corporation (sees. 2902, 3157).
11. Stock Certificates. — Each stockholder is entitled to a certificate
showing the number of shares owned by him, signed by tin; president and
secretary (sees. 2876, 2904).
1 .">. Preferred Stock. — The act does not expressly authorize the issuance
of preferred stock.
16. Payment of Capital Stock. — Stock may be issued for money, labor
done, or property estimated at its true money value actually received by it.
All officers who consent to the issuance of stock for labor or property in excess
of its actual cash value, or who, having knowledge thereof, do not formally
dissent therefrom, are jointly and severally liable to creditors of such corpo-
ration for the difference between the actual value of such labor or property at
the time the stock was issued and the par value of the stock issued therefor.
Corporations are expressly forbidden to accept notes in payment of stock sub-
scriptions (sees. 2877, 287*). Corporations are expressly forbidden to issue
stock with the understanding that the full par value shall not be paid (sec.
2870). The act provides that the directors named in the certificate of incor-
poration shall proceed to open books of subscription to the capital stock then
unsubscribed, and to secure subscriptions to the capital stock still unsub-
scribed, and to secure subscription to the full amount of the fixed capital
(sec. 2874).
17. Books. — The corporation records must be kept at the principal office
within the State. Also stock register, book of by-laws, and books of account
(sees. 2885, 2907, 3156). They are open to the inspection of stockholders
and creditors.
18. Office and Agent. — All corporations must maintain an office within
the State, and an agent to receive process (sees. 2861, 2885, 2907, 3100, 3265 a).
19. Reports. — No reports tire necessary.
20. Anti-Trust Statute. — There is a more or less effective anti-trust
statute in force in North Dakota (sees. 7480-74S4).
21. Statutory Grounds for Forfeiture of Charter. — Charter may be
forfeited for entering illegal trusts ami combinations. It may also be forfeited
formisn<er or non-user by proper action taken by the State. Also for failing
for one year to transact its usual business within the State, or failing for one
year to keep and maintain a public office at its principal place of business
within tin- State for the transaction of its usual and regular business and at
tie' same time, by instrument duly filed in the Secretary of Slate's office, ap-
pointed the last-named officer its resident agent, upon whom process may be
server! (gees. 3265 a, 7480-7484). Also for failure to organize and commence
business within one year (sec. 2913).
22. Amendments. — Articles may be amended for the purpose of increas-
ing or decreasing the capital stock or for any other purpose desired (sees. 2905,
2: Mo. 2911).
23. Extension of Corporate Existence. — Corporations may be ex-
tended for an additional period of twenty years if desired (sec. 3259).
342
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
24. Dissolution. — Dissolution may be had through the district court by
the State or by a private person in the name of the State (sees. 2912, 2913,
2914; Laws of 1903, chap. 59).
•_'.">. Annual License Fee. — There is no annual license fee.
L'f). Foreign Corporations. — Foreign corjKtrations must file articles of
incorporation and execute a power of attorney to Secretary of State to receive
process before commencing business (sees. 3261, 3263). They inusl also
maintain an office within tlte State (Cons.. Art. VII. sec. 136).
G. R. L. Co. v. Company, 6 N. D. 270; 69 N. W. 691 ; Nat. Cash Register Co. p.
Wilson, 9 N. D. 112 ; SI N. W. 285; Washburn Mills Co. v. Bartlett, 3 N. D. 138 54
N. W. 544.
OHIO.
(The references cited below are to Bates's Annotated S f atutes, 1904, unless otherwise stated. I
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Ohio is to he found in the Revised SI
of Ohio, 1904, sees. 3232,3269-3274 inclusive ; also sees. 3855-3867. Cor-
porations may he organized for any purpose for which individuals may law-
fully associate themselves, excepting for carrying on professional business
(sec. 3235).
2. Incorporators. — Not less than five, a majority of whom must be citi-
zens of Ohio (sec. 3236).
Hessler v. Company, 61 Ohio St., 621 ; 56 N. E. 4G9.
3. Contents of Articles of Incorporation. The articles must set forth:
a. Name. — The name must begin with the word " The " and end with
the word "Company." Similarity of nanus as between domestic corpora-
tions is forbidden (sec. 3236, sub. 1 ; sec. 3238).
I,. Domicile. — Place where it is to be located, and where its prii
business is to be located (see. 3236, sub. 2).
c. Purposes. — The purpose for which it is formed, This provision is
construed by the Secretary of State to forbid the incorporation of companies
for more than one purpose (see. 3236, sub. '■'>).
(I. Capital Stock. — Amount of its capital stock. Number of shares.
Capitalization and par value may be any amount (sec. 3236, sub. 1).
li a corporation desires to do away with cumulative voting provided
for !'• the act, a provision mnsl be inserted in the articles expressly pro-
viding that each share of stock shall I n titled to one vote and no more,
1215 a). Provision ma] be inserted in subdivision d, providing for the
preferred stock and that, the holders thereof shall 1 ntitled to
dividei r cent per annum in ence to .ill o< her
35 a).
Duration ma be perpetual except for corpoi I in buying and
selling real estal i v hich are limited to twenty-five years (si
1. Statutory Powers. In addition to the statutory enumerati
common law powei . the following additional powers are granted ; To i ue
preferred stock, to authorize voting l>y proxy in the ele< tion of directoi
for cumulative voting in the election of d desired, for forfeiture of
for nonpaymenl o\ assessments, and for consolidating with other cor-
porations. May hold Btock in other non-competing corporation
8235, 8244, 3245, 3253). Manufacturing corporations may subscribe
343
INCORPORATION and ORGANIZATION OF COLORATIONS.
k in railroad and transportation companies (sec. 3863). Mining and
manufacturing corporations may hold and convey real estate and transact
business outside of the state (sec. 3862).
Greene v. Company, 62 Ohio St. 67 ; 56 N. E. 642; Lander v. Burke, 65 Ohio St.
• \ E. 69.
6. Procuring the Charter. — Articles must be subscribed and acknowl-
edged by each of the incorporators, and the official character of the officer
taking t he acknowledgment must be certified to by the clerk of the common
of the county wherein taken. The articles must then be filed in the
office of i he Secretary of State (sec. 3236, 3238).
State ex rd. o. Ins. ( '<.., 49 Ohio St. 440; 31 N. E. 658; Society Pernn v. Cleveland,
43 Ohi,, St. 481; 3N. E. 357.
G. Corporate Indebtedness. — Corporate indebtedness must not exceed
the amount of its authorized capital stock. Provision may be made in the
case of mortgage indebtedness where the same does not exceed one-half of
th ■ capital stock actually paid in, that the holders of the debt secured by such
mortgage shall have the right to convert the same into either common or
preferred stock (sees. 3256, 3257).
7. Organization Tax. — Corporations having authorized capital stock of
$10,000 or under, '310; corporations with more than $10,000, one-tenth of one
per cent on such capital stock (sees. 148, 148 a).
8. Filing and Recording Fees. — The payment of the organization tax
includes all filing and recording fees in the Secretary of State's office; for
certificate of incorporation, $5. The cost of filing certificate of subscription
is $2. For making certificate under the Great Seal of the State, $1. For
recording miscellaneous papers, 20 cents per folio. For making copies, 10 cents
per folio. For affixing seal of office to copies, 50 cents.
U. Commencing Business. — As soon as ten per cent of the capital stock
is subscribed a majority of the directors must certify in writing to the Secre-
tary of State such fact, and thereupon call a meeting of the stockholders for the
purpose of choosing not less than five nor more than fifteen directors. As soon
a- these directors are elected and have organized, the corporation may com-
mence business. Business must be commenced within five years after date
of incorporation (sees. 3243, 3244, G780 ; Laws of 11)04, p. 170).
State ex rel. v. Ins. Co., 49 Ohio St. 440; 31 N. E. 658.
10. Organization Meeting. — The organization meeting must be held
within the State at such time and place as the by-laws may prescribe (sec.
3252)
11. Meetings of Stockholders and Directors. — Stockholders' meetings
must be held within the State. Directors' meetings may be held without the
State if the by-laws so provide (sees. 3238 a, 3252).
12. Directors* Qualifications and Liabilities, a. Qualiji 'cations. — There
must be not less than five nor more than fifteen directors. All must be stock-
and a majority residents of Ohio. The statute expressly authorizes
the directors to adopt a code of by-laws for their own management. The
is must ea'h subscribe to an oath of office (sees. 3244, 3247,3248, 3250).
b. Directors are liable for the illegal declaration of dividends (sees. 3269,
1-4). They are also personally liable for contracting debts before ten per
f the capital stock has been subscribed.
Trust Co. v. Floyd, 47 Ohio St. 525; 26 N. E. 110.
344
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
13. Stockholders' Liabilities. — Since the Constitutional Amendment
adopted in 1903, stockholders in Ohio corporations are only liable to the ex-
tent of their unpaid stock subscriptions. (See former statute, sec. 3258 ; see
also Laws of 1901, p. 396.)
Wick Nat. Bauk v. Union Nat. Bauk, G2 Ohio St. 446 ; "»7 N. E. 320 ; Kulp v. Flem-
ing, 65 Ohio St. 321 ; 62 N. E. 334- Boice v. Hodge, 51 Ohio St. 236 ; 37 N. E. 265.
14. Stock Certificates. — Each stockholder is entitled to have a stock
certificate issued to him, signed by the president and secretary (sec. 3251).
15. Preferred Stock. — Preferred stock is expressly authorized by pro-
viding therefor in the articles of incorporation or by subsequent action of the
stockholders. Holders of preferred stock are entitled to dividends not to
exceed eight per cent per annum out of the surplus profits in preference to all
other stockholders. At no time can the preferred stock exceed two-thirds of
the actual stock paid in in cash or property (sees. 3235 a, 3263).
1 fi. Payment of Capital Stock. — Stock may be issued only for money or
property. (See sec. 3235 a.)
17. Books. — ■ Must keep a stock book open to inspection of stockholders
in which is recorded subscriptions and transfers of stock. Minutes of the
stockholders' and directors' meetings must be kept (sec. 3251). Manufac-
turing companies must keep their books of account at their principal otlice.
This is open to inspection of assessors.
C V. (',,. v. Boffmeister, 62 Ohio St. 189 ; 56 N. E. 1033.
18. Office and Agent. — Every corporation must maintain an office and
agent to receive service of process, and keep accounts of financial conditions
and also transfer books (sees. 3236, 3855, 5651).
Mercantile Tr. Co. v. Elsa Iron Works, 4 Ohio Cir. Ct. 579.
1!). Reports — During May a report must be filed with the Secretary of
State, containing among other things names and addresses of the officers and
irs; amount of capital stock subscribed, issued, outstanding, and paid
in; kind of busi less engaged in. Annual reports must also lie made to stock-
holders (sees. 3268, 3269; Laws of 1902, p. 121).
20. Anti-Trust Statute. — Ohio has a somewhat drastic anti-trust stat ufe
on its statute-books (sees. 4427, 1-12).
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited by the State for misuser or non-user for the years, or for violation oi
the anti-trusl art. or for failure to pay annual license tax (sees. 1127-11 32,
6760, 6761, 6780; Laws of 1904, pp. 381-383).
o. Company, 62 I >hio St. 350 ; :>: N. E. 62.
22. Amendments. - Articles may be amended so as to increase or de-
the capital stock, change the corporate name, the domiciliary office, bo
enlarge or ditnini h the obji I or purpose for which it is formed or to add
thereto or the par value of hare-, but the articles cannot be
amended 30 as to change the original purposes of its organization (sees. 8238,
8238 a, 3262, 3 2 5857).
23. Extension of Corporate Existence. — There] DO provision for ex-
fcen ion of corporate i si tence.
24. Dissolution. A majority of the managing board oi tockholders
representing one third of the capital lock may apply t" the court of common
; for dissolution (R. S nclu ive; L., 1902, p 274),
Charters may be surrendered if desired before any in talinent of capita
345
tNCORPORATION AND ORGANIZATION OF CORPORATIONS.
has been paid in or debts incurred, by complying with the statute in such case
made and provided (sec, 5674; Laws of 1904, p. 383).
25. Annual License Fee. — One-tenth of one per cent upon subscribed
or issued and outstanding Btock (sees. 2780 24).
26. Foreign Corporations. — Before commencing to transact business
within the State every foreign corporation must, under oath of its president,
secretary, treasurer, superintendent or managing officer within the State, make
and file with the Secretary of State a statement containing the following
facts : (1) Number of shares of authorized capital stuck and par value thereof;
(2) Name and location of the office and officers of the company in Ohio, and the
name and address of the officers or agents of the company in charge of its busi-
uess in Ohio; (3) The value of the property owned and used by the company
in Ohio, where situate, and tin' value of the property owned and used outside of
Ohio : (4) The proportion of the capital stock of the company which is repre-
sented by property o\\ ned and used and by business transacted in Ohio. There-
upon the Secretary of Slate shall determine the proportion of the capital stock
represented by property and business in Ohio and shall impose and collect a
tax of one-tenth of one per cent upon the proportion of the authorized capital
stock of the corporation represented by property owned and used and business
transacted in Ohio. Foreign corporations transacting business without a per-
mit are subject to fine and are cut off from all recourse to the courts. The
law however provides that foreign corporations obtaining a permit shall not be
subject to attachment as a foreign corporation (Laws of 1904, p. 383).
W. U. Telegraph Co. v. Mayer, 28 Ohio St. 521 ; Clarke v. C. R. R. & B. Co. et a!.,
r.o Fed. Rep. 338 ; Toledo, etc. Co. v. Glum, etc. Co., 55 Ohio St. 217 ; 45 N. E. 197 ; Gen.
Electric Co. v. Lima Electric Co., 4 Ohio Nisi Prias Rep. 167 ; State v. Sherman, 22
Ohio St. 411 ; Lander v. Burke, 65 Ohio St. 532; 63 N. E. 69.
OKLAHOMA.
(The references cited below are to the Oklahoma Statutes (1893), chap. 17, unless other-
tated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act is to be found in chap. 17, arts. 1 to 12 of the
Statutes of L893. Parties may incorporate under the General Act for the
following purposes: Alining, manufacturing, and other industrial pursuits,
the construction of railroads, wagon roads, street railways, electric light,
power and gas plants, water works, irrigating ditches, eleemosynary purposes,
for conducting the business of insurance, banks of discount and deposit (but
not of issue), building and investment companies, loan, trust, and guarantee
corporations, merchandising, wholesale or retail or both; for the purpose of
locating, laying out and improving town sites, and buying and selling real
estate therefor, including the sale and conveyance of the same in lots, sub-
division-, or otherwise. For the purpose of constructing telegraph and tele-
phone line- and systems, and the organization and maintenance of commercial
clubs and business exchanges, and for the purpose of constructing sewers and
other municipal improvements (sec. 12 as amended by Laws of 1903, chap. 9).
2. Incorporators. — Not less than three, one-third of whom must be resi-
dents of the Territory (sec. 12 as amended by Laws of 1903, chap. 9).
3. Contents of the Articles of Incorporation. The articles must set forth :
a. Name. — The Secretary of the Territory will not permit two domestic
corporations of the same name.
346
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
b. Purposes. — Purposes for -which it is formed. State officials allow
articles to pass allowing' incorporation for different lines of industrial business
so long as they do not conflict with any special statute in regard to the organi-
zation of corporations.
c. Domicile. — The place where the principal business is to be transacted.
(I. Duration. — The term of existence of corporations formed for manu-
facturing and other industrial pursuits is limited to twenty years.
e. Directors. — Number of directors and names and residences of tho-e who
are to serve until formal election of the first board of directors. The quali-
fications of the directors must also be set forth.
/. Capital Stock. — The amount and number of shares into which it is
divided. Both the capital and the par value of shares may be any amount
(sec. 14).
4. Statutory Powers. — In addition to the enumeration of common law
powers the statute confers the following additional powers : To purchase its
own shares, to vote by proxy ; to have a business office without the Territory at
any place within the United States, and to hold any meeting of the stockholders
or directors of the corporation at said office; to forfeit stock for non-payment
of assessments; to remove directors; to provide penalties to the amount of
$100 for violation of by-laws (sees. 27, 3d. 32, 34, 43, 11. 56-75, 161).
Topeka Paper Co. v. Company, 7 Okla. 220; 54 Pac. 45.").
5. Procuring the Charter. — The articles must be subscribed by each of
the incorporators and acknowledged before some officer authorized to take
acknowledgments of conveyances of real property. The articles must then
be filed with the Secretary of the Territory (sees. 17, 18). Collateral inquiry
into the legality of corporate existence is forbidden (sec. 4).
6. Corporate Indebtedness. — Tli corporate indebtedness is limited to
the amount of subscribed capital stock (sec. 41).
Ro Igera v. Bonnett, 2 Okla. 553 ; 37 Pac. 1078.
7. Organization Tax. — There is no organization tax imposed upon
corporations.
8. Filing and Recording Fees. — 8"> to the Secretary of the Territory for
riling articles; $3 Eor issuing certificate of incorporation; for affixing certifi-
I o copy of article., $1; for making copy of articles, 10 cents per folio.
'.). Commencing Business. — The company must be organized and busi-
•mmenced within one, year from the date of the issuance of
the certificate of incorporation. The company must be organized — to the
extent of the adoption of by-laws al leasl — within thirty day- after the
filing of articles of incorporation (sees. 33, 52).
10. Organization Meeting. -The organization meeting may be held
wit hout the v 'ai e if the charl sr so provides By law must be adopted within
thirty i of incorporation. The corporation must be
organized and commei bu ine - within i year from date of incorporation
83, 52, L61 17 1.
11. Meetings of Stockholders and Directors — If the charter BO pro-
tockholders' and directors' n tinga may be held without the
State. Otherwi e meetings musl be held within the State,
and the directors' meetings wherever the bj laws provide a cs. 15, I'll ; Bee
also sec. 17).
12. Directors' Qualifications and Liabilities, a. Qualifications, — There
347
INCORPORATION AM> ORGANIZATION OF CORPORATIONS.
must be at least three directors and not more than eleven, ;ill of whom must
be stockholders. One-third of the officers must be residents of the Terri-
tory. At the first meeting at which by-laws are adopted or at such subse-
quent meetings as may then be designated, directors may be elected to hold
i heir office for one year or until their successors are elected and qualify
(sees. 9, 37, 89)
/>. Liabilities. — Directors are liable for illegally increasing or reducing
ocfc of the corporation, for declaring illegal dividends; also for making
false reports, for creating debts beyond the amount of subscribed capital
stock, and for making loans to stockholders (sees. 11, 42, 156).
13. Stockholders' Liabilities. — Stockholders are liable for debts of
the company to the extent of their unpaid stock subscriptions. Also for
debts due mechanics, workmen, and laborers employed by the corporation
(sees. 16, 158).
Chicago Bldg. & Mfg. Co. v. Lyon, 10 Okla. 704; 64 Pac. 6.
14. Stock Certificates. — Stock certificates must be signed by the presi-
dent and secretary (sees. 48, 288).
15. Preferred Stock. — The act makes no special provision for the
issuance of preferred stock.
ItJ. Payment of Capital Stock. — Corporations can issue stock for money,
labor done, or money or property actually received. The act expressly provides
that all stock certificates issued in excess of the capital stock shall be void.
17. Books. — Stock transfer book and a journal of the meetings of
directors and stockholders must be kept open for inspection of stockholders,
but the place where such book is to be kept is not specified by statute
(sees. 35, 50, 157).
18. Office. — The act requires every corporation to have its main office
for the transaction of its business within the Territory (sees. 45, 101).
19. Reports. — Corporations for mining, manufacturing and other
industrial pursuits must annually within twenty days from the first day of
January make a report which must be published in some newspaper published
at the place where the principal business of the corporation is carried on,
Btating the capital stock, and the amount thereof actually paid in, the amount,
aud rating of its indebtedness, and the amount due the corporation, the
number and amount of dividends and when paid, and the net amount of
profits. This report must be signed by the president and a majority of the
directors and verified by the president or secretary and filed in the office of
the register of deeds of the county where the corporate business is carried on
(sec. 159).
20. Anti-Trust Statute. — Certain classes of trusts and combinations are
prohibited. (See Stat., sec. 6140.)
21. Statutory Ground for Forfeiture of Charter. — The charter may
be forfeited for failure to organize and commence the transaction of business
within one year from filing articles, also by neglect, abuse, or surrender of its
rate rights (sec. 52; Stat., sees. 5357, 5358, 535!)).
22. Annual Franchise Tax. — There is no annual franchise tax in
Oklahoma.
- •'.. Amendments. — The articles may be amended in any particular
desired (sees. 10, 49).
24. Extension of Corporate Existence. — Corporate existence may be
extended, if desired, by compliance with the statute (sec. 262).
3-48
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
25. Dissolution. — Two-thirds. vote of the stockholders authorizes peti-
tion for dissolution in the district court. Failure to commence business
within one year from date of incorporation dissolves such company (Stat.,
sees. 5357-5359, chap. 16, Art. V. sees. 51, 52).
26. Foreign Corporations. — Foreign corporations must file in the office
of the Secretary of the Territory an* authenticated copy of their charter ami
appoint an agent to receive process. This agent must reside in the county
where the principal business of the corporation is to be carried on. An
authenticated copy of the agent's appointment must be filed in the office of
the Secretary of the Territory and also in the office of the register of deeds
of the county where the agent resides. Foreign corporations pay merely filing
fees. There is no annual license fee imposed on them (chap. 17, Art. XXI.
sec. 1167).
Keukuk Falls Imp. Co. v. K. & D. M. Co., 5 Okla. 32; 47 Pac.484.
OREGON.
(The references cited below are to Bellinger & Cotton's Annotated Code and Statutes
(1902), unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Oregon is to be found in sees. 5052-5073
of chap. 1, Title 41, Bellinger & Cotton's Annotated Code of the Statutes
of Oregon, as amended by the Laws of 1903. Under this act corporations may
be formed for any lawful business enterprise.
2. Incorporators. — Three or more persons. There are no residential
requirements (sec. 5052).
Rutherford v. Hill. 22 Ore. 218; 29 Pac. 540; Miller v. Company, 3 Ore. 25; Coyote,
etc. Co. u. Ruble, 8 Ore. 285.
3. Contents of the Certificate of Incorporation. The certificate must
set forth :
a. Name. — Similarity of names with existing corporations is expressly
forbidden (Laws of L903, p. 41).
b. Duration. — -May be unlimited Lf desired.
c. Purposes. Enterprise, business, pursuit, or occupation in which the
corporation proposes to engage. Slate officials permit the insert ion of any
number 0! purposes in the articles.
Maxwell r. Akin, 89 Fed. 180.
</. Domiciliary Office. Place when, the corporation proposes to have
its principal place of business or places of business.
e. Capital Stock. - Amounl thereof, which is unlimited.
f. Number and /'"r Value 0/ Shares. These may be any amount.
<j. [f the corporation ia ton I for the purpose oi navigation, con tructing
railroads, road ermini of such navigation road or of
the site of the bridge musl bi t forth 1 ec 5055)
Killingsworth v. Company, 16 Ort •'•1 . 23 Pac. 66.
4. Statutory Powers.-- In addition to Hie tatutory enumeration of
common law powers He- corporation has the following additional powers:
Toaccepl donations of real and per on a! property from city, municipalities, and
per ,,!i ; p. forfeit tic stock of its members for non-payment of as essments;
349
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
to perrail railroad companies to consolidate ; to authorize voting by proxy
(sees. 5056, 5071 )•
«i R.& N. Co. r. o. K. Co., 130 U. S. 1 ; 9 Sup. Ct. 409; Holladay v. Elliott,
5, Procuring the Charter. — The articles must be subscribed and
acknowledged by each of the incorporators and should be executed in
triplicate. One of these must be filed in the office of the Secretary of
State, another with the clerk of the county where the corporate business
IS to 1"' carried on or where the principal place of business is to be located,
and a third should be retained in the possession of the company (sec. 5053.)
Before a certificate of incorporation will be issued, not only must the organ-
ization tax 1"' paid, but the proportionate amount of the annual franchise tax
for the first year (Laws of 1903, p. 44). The Secretary of State thereupon
issues a certificate of incorporation (Laws of 1903, pp. 40, 41).
Wash., cii-. Ass'n v. Stanley, 38 Ore. 319; 63 Pac. 489.
0. Corporate Indebtedness. — There is no limit upon the amount of
corporate indebtedness.
7. Organization Tax. — Up to $5,000, $10 ; $10,000, $15 ; $25,000, $20 ;
$50,000, §25; $100,000, $35; $250,000, $45; $500,000, $00; $1,000,000, $75;
$2,000, $90; in excess of $2,000,000, $100 (Laws of 1903, pp. 39-49).
8. Filing and Recording Fees. — There is no charge for riling and
recording articles in the office of the Secretary of State. For recording with
county clerk, about $1.25 (see Laws of 1903, p. 41).
9. Commencing Business. — As soon as the articles are filed as required
by law and one-half of the capital stock has been subscribed, the corporation
may commence the transaction of business. Directors must be elected and busi-
ness commenced within one year from time of filing articles (sees. 5057, 5067).
C. G. & S. M. Co. v. Ruble, 8 Ore. 285 ; Holladay v. Elliott, 8 Ore. 85; Willamette
Freighting Co. v. Stanners, 4 Ore. 262; McVicker v. Cone, 21 Ore. 353; 28 Pac. 76;
Nicknin v. Burckhard, 30 Ore. 464 ; 47 Pac. 788 ; 48 Pac. 474.
10. Organization Meeting. — The organization meeting must be held
within the State in the absence of any statute providing otherwise. Provision
is made for the calling of the organization meeting. At the incorporators'
meeting the incorporators act as inspectors of election and certify that they
will elect directors and appoint time and place for their first meeting (sec.
5058). Directors cannot be elected until one-half of its capital stock has been
subscribed (sec. 5057).
Nickum v. Burckhardt, 30 Ore. 464; 47 Pac. 789; 48 Pac. 474.
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must be held within the State. The provision that a majority of the
directors shall be residents of the State, practically renders it necessary to
hold the directors' meetings within the State unless the expedient is resorted
t<» of delegating the powers of directors to an executive committee composed
of a minority of the directors (sec. 5062).
Doembecher v. Company, 21 Ore. 573 ; 28 Pac. 899.
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be not less than three directors, all of whom must be stockholders and a
majority residents of the State. Each must subscribe to an oath of office (sec.
Less than a majority may constitute a quorum if desired (sec. 50G2).
Silflby v. Strong, 38 Ore. 36; 62 Pac. 633.
' 350
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
b. Liabilities — Directors are liable for the illegal declaration of dividends
and for the unlawful withdrawal of capital (sec. 5UGG).
Patterson v. Thompson, 8G Fed. 85 ; 90 Fed. 647.
13. Stockholders' Liabilities. — Stockholders are liable to the extent
of their unpaid stock subscriptions (Cons., Art. XI. sees. 3, 5065).
Lee v. Imbrie, 13 Ore. 510; 11 Pac. 270; Bruudage v. Company, 12 Ore. 322 ;
7 Pac. 314; Hawkins v. Company, 38 Ore. 544 ; 64 Pac. 320; Aldrich v. A. C. & D.
Co., 24 Ore. 32 ; 32 Par. 756; Balfour v. Company, 27 Ore. 300; 41 Pac. 164.
14. Stock Certificates. — Each stockholder is entitled to a certificate
showing the number of shares held by him, signed by such officers as the by-
laws mav prescribe.
15. Preferred Stock. — There is no express provision authorizing the
issuance of preferred stock.
1G. Payment of Capital Stock. — Stock may be paid for in money or
money's worth.
17. Books. — The stock book and all other books of the corporation,
necessary in carrying on its business, must be kept within the State at the prin-
cipal office ( s •■<_•. 5063). They are open to inspection at all reasonable hours.
18. Office and Agent. — Every corporation must maintain an ollice
within the State at all times (sec. 5055).
19. Reports. — All corporations shall, during the month of June of each
year, furnish the Secretary of State with a statement sworn to by one of the
officers, setting forth the name of the corporation, location of its principal
office, names of its president, secretary, and treasurer, and their post-office
addresses, date of annual election of officers and directors, amount of author-
ized capita] stock, number and par value of shares, amount of capital stock
i ibed, amount issued and paid up (Act of Eeb. 10, 1903, sec. 5).
20. Anti-Trust Statute. — There is no anti-trust statute in force in
Oregon.
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited if the corporation for any period of six months after the commence-
ment of business neglects or ceases to carry on the same. It may also be for-
feited for abuse or misuser of its corporate powers, or for failure to elect,
directors and commence business within one year after 61ing articles of incor-
on (sec. 5067). The right to transact business is in abeyance while the
annual franchise tax is in default (Laws of L903, p. 39 et seq.).
22. Amendments. The articles may be amended for the purpose of
increasing or reducing the capital stock, changing the par value of its mares,
changing its name or place of business, or altering the corporate purposes
5078; Laws oi 1903, p 11). It may also change its place of business
(sec. 5072).
23. Extension of Corporate Existence. There is no provision Eor
the extension oi corporate existence.
24. Dissolution I irporations may be di olved by a majority vote of
the st orporation | ec. 5070; Laws of 1903, p. 11).
25. Annual License Fee. — Upon an authorized capital BtOCB up bo
$5,000, $10; up to 110,000, $15; to - 000 B30; to $100,000,
$50; to $250, I, $70; to $500,000, $100; to $1, , $125; up to
$2,000,000, $175; in < &2,000,000, $200 ( Vet ol Feb. 16, 1903,
26. Foreign Corporations. A forei ration must file with the
35 I
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Secretary of State a declaration of its purposes to engage in business within
the State, and state name under which it proposes to transact business, name
of State under whose laws it is organized, location of its home oltice, date of
its incorporation, amount of capital stock, nature of its business, location of
its principal office within the State, name of its attorney in fact, names and
addresses of its principal otlicers and directors, and name and residence of
priucipal agent within the State; also certified copy of its charter, certified to
by the legal keeper of the original together with a certificate of the Secretary
of State of the State issuing the charter, as to whether said articles of incor-
poration are genuine; and must pay to the Secretary of State $o0 for filing
and recording the same, together with annual license fee for the succeeding
fraction of the year. The annual license tax is the same as for domestic
corporations. Must also file annual reports same as domestic corporations,
and must appoint an attorney within the State upon whom process may be
served (Act of Feb. 16, 1903, sees. 6, 7).
( ). £ \V. T. J. Co. v. Rathburn, 5 Saw. 32 ; Commercial Hank v. Sherman, 28 Ore.
57.3; 43 Pac. 658; Singer Mfg. Co. v. Graham, 8 Ore. 18; Aldrich v. Anchor Coal, etc.
Co.. 24 Ore. 32; 32 Pac. 756.
PENNSYLVANIA.
(The references below are to the Public Laws of Pennsylvania, 1894, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Pennsylvania is to be found in Act 29 of the
Session Laws of 1874, Public Laws, chap. 73. This law was amended by Act
of April 17. 187(3; also by Act of July 9, 1901. Special acts are provided
for banking, canal, coal, navigation, railway, pipe line, street railway, motive
power, natural gas, domestic insurance, and co-operative companies. Under
the Acts of 1871 and 1876 corporations were divided into twenty-five classes,
and charters could be procured for the transaction of any business mentioned
in one of these classes. By the Act of July 9, 1901, corporations may be
funned for tin' transaction of any lawful business not otherwise provided for.
2. Incorporators. — Three or more persons, one of whom must be a citi-
zen of Pennsylvania (Laws of 1901, chap. 207 ; Laws of 1903, chap. 201).
:;. Contents of the Certificate of Incorporation. The certificate must
set forth :
a. Name. — Similarity of names is forbidden. A charter will be refused
where the proposed name is already in use by a domestic corporation (P. L.,
73, sec. 3; see Laws of 1903, Act 185).
American Clay Mfg. Co. v. Company, 198 Pa. 189; 47 Atl. 936.
b. Purposes. — Purposes for which corporation is formed. Only one pur-
pose may be-inserted (Id.). Certificates for incorporation of manufacturing
or mercantile companies describe in a general way the goods to be manufac-
tured or sold.
c. Domicile — Place where business is to be transacted (Id.). Only one
office can be named, and that must be where the corporate functions are to be
exercised.
d. Duration. — Term of existence. May be perpetual if desired (P. L., 73,
sec. 4).
e. Subscribers' Names and Subscriptions. — Names and residences of sub-
cribers and number of shares subscribed for by each (P. L., 73, sec. 3).
352
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
/. Directors. — Number of directors. Not less than three. Names and
residences of those for the first year (P. L., 73, sec. 3; Laws of 1901,
chap. 51).
g. Capital Stock. — Amount thereof. Number and par value of shares.
Capital stock may be any amount. Par value of shares must not exceed
$100 (P. L., 73, sees. 3, li ; Laws of 1899, chap. 120; see also Laws of 1901,
chap. 302).
h. Preliminary Payment of Stock Subscriptions. — A statement that ten per
cent of the capital has been paid in to the treasurer together with his name
and residence (P. L.. 73, sec. 3).
Cook v. Marshall, 191 Pa. 315; 43 Atl. 314.
4. Statutory Powers. — Tn addition to the common law powers corpora-
tions have the following additional powers: To consolidate with other mr-
porations ; to purchase and hold stock and bonds in other corporations; to
issue preferred stock; to vote by proxy ; to enforce a lien for corporate debts ;
to forfeit stock for non-payment of assessments; to issue stock for property pur-
chased. The corporation has power to cumulate votes in election of directors,
to classify directors, and to dispose of all corporate assets (P. L., 30. sec. 5 ; Cons.
Art. XVI.. sec. 4 ; P. L., 47, sec. 1 ; P. L., 73, sec. 1 ; Laws of 1901, Act 21(3 ;
Laws of 1901, Act 298; P. L., 37, sec. 1; P. L., 73, sees. Hi, 18; P. L., 79,
sec. 1 ; P. L., 47, sec. 1 ; P. L., 141, sec. 1; 7 Sin. L., 320, sees. 1-2; 1'. 1... 7:;.
sees. 11. 39 ; P. L., 30, sec. 4 ; Cons., Art. XVI. sees. G, 7 ; P. L., 30, sec. 6;
Laws of 1903, Acts 17. 145).
~>. Procuring the Charter. — The certificate must be subscribed and ac-
knowledged by at least two of the incorporators, who must also swear that the
statements contained in the certificate are true. Notice of intention to apply
for charter must be inserted in two newspapers once a week for three weeks,
stating the character and object of the proposed corporation. Certificate to-
gether with proof of publication must then be forwarded to the governor, who,
if he approves of it, endors >8 his approval thereon and directs letters patent to
issue. The certificate is then recorded in the office of the Secretary of State,
registered with the Auditor-General, and the original articles with the endorse-
ment mentioned, must then be recorded in the office of the recorder of deeds
of the county where the chief operations of the company are to be carried on
(Laws of L901, Act 207; 1'. L., 73. see. 3: I". L., is, sec. 1; P. L., 30, sec. 6 ;
P. I.., 120. >ec. 19: Laws of 1903, chap. 204).
M. B Co v Company, 196 Pa. St. 25; 46 Atl. 99.
6. Corporate Indebtedness . — Loans to an amount not exceeding one-
half the capital stock maybe made on real estate and machinery, or on real
estate alone. Corporations belonging to clashes i, r>, 6, 7, 9, 11, 24, may
borrow money t" an amount not exceeding double the amount of capital Btock
paid in. Under Laws of 1901, Acl 1. all limitations as to the borrowing
power of corporations oiler than those in the classes above enumerated an'
removed. ( See howe^ ei 1' L., 61, ec. 1 . )
7. Organization Tax. — A bonus of one-third of One per cent upon the
authorized capital stock must be paid (J L899, Acl 120; Laws of
1901, Act l |.
8. Filing and Recording Fees. l-'ii the office of the Secretary
of State, usually $30; reci irding fees in local ntj office, 25 cents per folio ;
. "in organization for filing statemei t, 85; cost of publishing notice of
application for Letters patent, usually about I
23 353
rNCORPORATION AND ORGANIZATION OF CORPORATIONS.
Commencing Business. — Before the corporation can commence busi-
ness ten per cent of the authorized capital Btock must have been paid in in
cash to the treasurer of the intended corporation. The corporation cannot
commence business without first filing with the Auditor of the Commonwealth
the name of the corporation, the date of incorporation, the authority under
which incorporated, place of business, post-office address, and names of the
i. secretary, and treasurer, the amount of capital authorized by the
charter, and amount of capital paid in to the treasurer of the company (P. L.,
30, sec. 6; P. L., 112, sec. 1; P. L., 420, sec. 19). Business must be com-
menced within two years after incorporation (P. L., G2G, sees. 2,3; P. L-,
sc. 5; P. L., 241, sec. 2).
lit. Organization Meeting. — The organization meeting must be held
within the Commonwealth, unless a majority of the incorporators or stock-
holders are citizens of another State. (See P. L., 61, sec. 1.) When a ma-
jority of the directors, corporators, or stockholders thereof are citizens of
another State, the corporation may be organized without the State if desired
(P. L., 122S, sec. 1).
11. Meetings of Stockholders and Directors. — The annual meetings
for the election of officers must be held in the State of Pennsylvania. Special
stockholders' meetings and meetings of the board of directors may be held
without the State if a majority of the stockholders and a majority of the di-
rectors are respectively citizens of another State (P. L., 355, sec. 1 ; P. L.,
1228, sec. 1). Iron and steel corporations may hold all meetings without the
State if desired (P. L., chap. 73, sec. 38).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three directors, one of whom must be a resident of
the State. If the bydaws so provide, the number of directors may be
changed from time to time by the directors without a vote of the stockholders
and without amending the certificate of incorporation. Directors may be
classified if desired. If the certificate so provides, directors may adopt by-
laws (P. L, 61, sec. 1). Cumulative voting is permitted (P. L., 47, sec. 1 ;
P. L., 80, sec. 1 ; P. L., 411, sec. 1 ; P. L., 281, sec. 1, as amended by Laws
of 1001, Act 51 ; P. L., 73, sec. 38).
Commonwealth v. Stevenson, 200 Pa. St. 509 ; 50 Atl. 91.
b. Liabilities. — Directors are liable for the declaration of illegal dividends.
They are also liable to creditors and stockholders for moneys embezzled by offi-
cers(P. L.,73, sec. 30 ; P. L., 196, sec. 1; P. L., 72, sec. 3; P. L., 196, sec. 3).
Strunk v. Owen, 199 Pa. St. 73 ; 48 Atl. 888.
13. Stockholders' Liabilities. — Stockholders are liable to the extent of
their unpaid stock subscriptions. They are also liable for labor debts to the
amount of stock held by them (Cons., Art. XVI. sec. 7 ; P. L., 30, sec. 3 ; P. L.,
15, 21; P. L., 73, sec. 39; P. L. 437, sec. 5). They are also
for the illegal withdrawal of capital (P. L., 73, sees. 38, 39).
Adv. Ben. Order v. Company, 195 Pa. St. 602; 46 Atl. 102; Bates v. Day, 198 Pa.
St. 513; 48 Atl 407 ; McNeal Pipe, etc. Co. v. Bullock, 174 Pa. St. 93 ; 34 Atl. 594.
14. Stock Certificates. — Each stockholder is entitled to a certificate
signed by the president or vice-president, and countersigned by the treasurer
and sealed with the seal of the corporation (P. L., 73, sec. 7 ; Laws of 1895,
Act 3).
15. Preferred Stock. — Preferred stock may be issued if authorized in
354
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
the certificate of incorporation, or with the consent of a majority in interest
of the stockholders after incorporation. It may be divided into classes
if desired. The amount of preferred stock cannot at any time exceed one-
half of the authorized capital stock. The amount of dividends thereon is
limited to twelve per cent. The holders of preferred stock are not liable for
d.liis of the corporation (P. I,., 37, sec. 1; P. L., 73, sees. 16, 39; P. L., 79,
sec. 1).
1G. Payment of Capital Stock. — Stock may be issued in exchange for
money, labor done, or property actually received. Stock may be issued for
real and personal estate, mineral rights, patent rights, and other property
necessary for the purposes of organization. The stock so issued shall be de-
clared and taken to be full-paid stock and not liable to any further calls or
assessments. One quarter of the capital stock must be paid up within two
years (P. L.. 122, sec. 5). Xo note of a stockholder can be accepted in pay-
ment of stock (P. L., 30, sec. 4 ; see also Cons., Art. XVI. sec. 7 ; P. L., Act
27^. sec. 1).
17. Books. — Directors of manufacturing, mechanical, mining, quarrying,
and other business, provided in sec. 18 of the enumeration of the classes of
business corporations, are required to keep a stock book or stock register,
which must be open for inspection during business hours to all persons (P. L.,
563, sec. 21).
Commonwealth <■. Phoenix Iron Co., 105 Pa. 111.
18. Office and Agent. — Aside from iron and steel manufacturing com-
panies, the principal office of all business corporations must be located in the
Staii'. and the place where the business is to be transacted must be designated
in the certificate. In the case of iron and steel companies, the latter may have
an olfice without the State, if the by-laws so authorize, where meetings of
stock holders and directors may be held (P. L., 73, sec. 3; P. L., 351, sec. 2;
P. I,., 355, sec. 1; P. L., 7:). B ec 38).
19. Reports. — Every corporation shall make an annual report, in the
month of November, of the condition of the corporation. Special provisions
require annual reports from railroad, canal, navigation, and telegraph com-
panies (P. I... 120, see. 19; P. L., 229, sec. 4; Laws of 1901, chap. 121).
20. Anti-Trust Statute. — There is no anti-trust statute.
Nester v. Company, 161 Pa. St. 47:i ; 2'.) At. 102.
21. Statutory Grounds for Forfeiture of Charter. — Charter may be
ted for failure t<> organize within two years after the issuance of letters
patent, and after one fourth of it- capital stock has been paid up. It may also
!„■ forfeited for misuser or i-user, or by the commission of any aci \\ hereby
forfeiture thereol hall by law be created. Neglect to pay the bonus tax
thechartei liable to forfeiture (P L., 621, sees. 2,8; P. L., 685, sec. 2 ;
P. L.,621, ecs. 11-17 inclusive; Cons., Art. XVI. see. l : P. L., 45, sec L; P I...
p. i... 241, sec. 2; P L., 122, seo. 5; P. L., 2;.>;. Bee. 8; Laws of
1901, Ad 176).
Cochran v. Arnold, B8 Pa Si
22. Amendments. — Charter may be amended for the purpose of improv-
imending, or altering the conditions upon which it was formed and e tab-
I by securing i be a| proval <>f the governor to such proposed amendment.
This power of amendme tal o includes the righl to change the name. Special
provision ismadefoi the par value of the capital stock
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
ami changing the number of directors (P. L., 189, sec. 2 ; P. L , 355, sec. 1 ;
P I... L22, Bee. 1; Laws of 1899, Act 120, sec. 2; Laws of 11)01, Acts 1, 51,
802; Laws of 1903, chap. 185).
Cooke v. Marshall, 191 Pa St. 315; 43 / tl. 314.
23. Extension of Corporate Existence. — Provision is made for the ex-
tension of corporate existence of business corporations (P. L., 73, sees. 4,
40; Laws of 1895, Act 4).
2 1 . Dissolution. — Court of common pleas may accept surrender of powers
and enter a decree dissolving corporation with consent of a majority of the
stockholders, and after advertisement in two newspapers (P. L., 293, sec. 11;
P. I... sec. 95; Laws of 1903, chap. 74).
M. B. Co. v. Company, 196 Pa. St. 25; 46 Atl. 99.
25. Annual License Fee. — Five mills upon each dollar of the actual
value of its whole capital stock of all kinds, including common, special, and
preferred, must be paid to the Treasurer of the Commonwealth annually
within thirty days from date of settlement of the account by the Auditor Gen-
eral and State Treasurer. Manufacturing companies with property exclusively
in the State are generally exempt from this annual license fee (Gen. Law Tax-
ation, sees. 2, 3; P. L., 353, sec. 1 ; Laws of 1899, Act 120).
26. Foreign Corporations. — Statement must be filed with the Secretary of
the Commonwealth, showing name and object of the corporation, location of its
office and resident agent therein ; must also pay State Treasurer a bonus of
tm. -third of one per cent upon the capital actually employed or to be em-
ployed wholly within the State. Must file annual report with the Auditor-
General. Foreign corporations may become domestic if they so desire, by
complying with the statute in such case made and provided (P. L., 89, sees.
1, 2). The same annual tax is required as of domestic corporations (P. L.,
353, sec. 1; Con., Art. XVI. sec. 5; Laws of 1901, Act 121 ; P. L., 108, sec.
3 ; P. L., 127, sec. 1 ; P. L., 249, sec. 1; P. L., 38, sees. 1, 2; P. L., 39, sees.
1, 2 ; P. L., 89, sees. 1, 2, 3; P. L., 176, sees. 1, 2 ; P. L., 252, sec. 1 ; P. L.,
361, sec. 2; P. L., 216, sec. 3; P. L., 354, sec. 6; P. L., 389, sec. 2; P. L.,
4GG, sec. 1 ; Laws of 1903, chaps. 2, 67).
Mc< 'anna & Fraser Co. v. Citizens Trust, etc. Sur. Co., 76 Fed. 420 ; 24 C. C. A. 1 1 ;
Commonwealth v. Company, 98 Penn. 90 ; In re Hovey's Estate, 1 98 Pa. St. 385 ; 48 Atl.
.;i 1 ; P. B. L. & S. Ass'n v. Berlin, 201 Pa. St. 1 ; 50 Atl. 308; Madden v. Company;
199 Pa. St. 454 ; 49 Atl. 296.
RHODE ISLAND.
(The references cited below are to General Laws, 1896, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Rhode Island is to be found in the General
Laws, chaps. 176, 177, 180. Under this act corporations may be formed for
the transaction of any ordinary business, except railroad, canal, turnpike, in-
surance, banking and trust companies, and corporations created for dealing
in bonds, notes, and other evidences of indebtedness.
2. Incorporators. — Three or more persons. No residential requirements
(chap. 176, sec. 2).
356
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
3. Contents of the Certificate of Incorporation. — The certificate must
set forth :
a. Name. — Agreement to constitute an ordinary business corporation
under a designated name. The latter must be one that must not be mis-
taken for that of a copartnership, and one not in use by an existing domestic
corporation.
b. Purposes. — Business for which it is constituted. State officials con-
strue this to authorize the insertion of any number of purposes in the articles
not covered by special acts.
c. Domiciliary Office. — Town or city in which it is to be located.
d. Capital Stock. — Amount of capital stock, whether common or pre-
ferred, and how much of it, and the par value of shares. Capital stock may
be any amount. The par value of shares may be any amount. If preferred
stock is desired, the articles must set forth the advantages thereof over com-
mon stock (chap. 176, sec 2).
e. If desired, provision maybe made that the corporation shall have a lien
on all shares for indebtedness of the shareholders due to the corporation.
The right may also be given to the corporation in case of sale of stock by any
stockholder to purchase said stock at the lowest price at which he is willing
to sell before the same shall be sold by him to any other party (sec. 9).
Corporate existence may be unlimited if desired.
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers, the following additional powers are conferred: 'Flic righl to
authorize voting by proxy; the right to issue preferred stock; the creation of
alien upon shares for assessments or indebtedness due the corporation ; the
right to forfeit such stock for non-payment of assessments (chap. 177, sees. 1,
3, 9). Corporations cannot acquire real and personal estate to an amount
eed $100,000, without express permission from the legislature (chap.
170, sec. 13).
5. Procuring the Charter. — The agreement must be signed by each of
the incorporators, with their residences set forth and jointly acknowledged.
The agreement must then be filed in the office of the Secretary of state, to-
with the certificate of the general treasurer thai the organization tax
has been paid (chap. 176, sees. :; and 1 ). Thereupon lie issues a certificate of
incorporation in the form prescribed by statute (chap. 176, see. 1). As soon
as a treasurer is elected, his name and address must be filed with the Secre-
tary of state (Laws of 1902, chap. 975).
6. Corporate Indebtedness. — Corporate indebtedness in manufacturing
corporations cannot be created beyond the amount of the actual capital paid
iu (( nap. l-n. -,.,-. 1.',).
7. Organization Tax. —On capital thai 100,000, lie' tax
00; on capitalization of $100,000 or more the tax is one-tenth of one
per cent on authorized capital stock. The tax is payable to the
t rea mrer.
8. Filing and Recording Fees. — Then- are no recording Eeee in the Sec-
retary 's office. I he fee for cerl ificate "i incorporal
9. Commencing Business. — Business may be comi oon as the
articles are tiled as pre cribed by law. Within thirtj daj after organization
there must be filed « ith the Seen tai . of State :> certificate under oath of the
rer or other officer authorized to make same, rth the na <>f
irporation, date of organization, amount of capital Jtock actually paid in
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
upon organisation, the town in which such corporation is located, and the
name and post-office address of its treasurer (chap. 177, sec. 24). Corporation
must be organized within two years after incorporation.
in. Organization Meeting. — The organization meeting must he held
within the Mate, in the absenceof any statute providing otherwise. (See chap.
177. sec. 1.)
11. Meetings of Stockholders and Directors. — Stockholders' meet-
ings must be held within the State. Directors' meetings may be held without
the State if the by-laws so provide (chap. 177, sec. 3).
12. Directors' Qualifications and Liabilities. — a. Qualifications. —
The number of directors is not limited. Nor are there any residential
requirements.
b. Liabilities. — Directors of manufacturing corporations are liable to the
creditors for failure to file the certificate executed by themselves, together with
the president, treasurer, and clerk of the company, within ten days after the
payment of the last instalment of the capital stock fixed and limited by the
charter, or by vote of the company, stating the amount of the capital so
fixed and paid in. The certificate must then be recorded within the said ten
days in the office of the town clerk of the town wherein the manufactory
shall be established. They are also liable for illegal declaration of dividends.
They are also liable to the extent of the excess of debts created by them in
excess of the amount of stock actually paid in. Directors are also liable for
making false certificates knowing them to be false. They are also liable for
making loans to stockholders to the extent of such loan and interest thereon
(chap. 180, sees. 2, 3, 6, 15, 16, 20, 21).
13. Stockholders' Liabilities. — Stockholders are liable to the extent of
their unpaid stock subscriptions (Laws of 1901, chap. 839).
Wing v. Slater, 19 R. I. 597 ; 35 Atl. 302.
11. Stock Certificates. — Each stockholder is entitled to a stock certifi-
cate showing the number of shares held by him, signed by such officers as the
by-laws may prescribe.
15. Preferred Stock. — The issue of preferred stock is expressly au-
thorized by law, and provision therefor must be made in the articles of
incorporation.
16. Payment of Capital Stock. — Stock in all companies, save manufac-
turing, must be paid for in money or money's worth. In the case of manu-
facturing companies stock may be issued for property appraised by the
assessors according to law at a fair valuation. The amount of the capital
stock represented by such property shall not exceed the sum at which the same
may be appraised by the certificate of such instrument, signed and sworn to
by the assessors making the same, and must be recorded before the liability
of the stockholders of such corporation for the debts contracted shall cease.
17. Books. — Books are required to be kept within the State (chap. 177,
sec. 19).
18. Office and Agent. — All corporations must have a place of business
within the State, and shall have a clerk, treasurer, or other agent, who shad
tlic]' in (chap. 177, sec. 21). The officer whose duty it is to record
stock transfers must be a resident of the State.
19. Reports. — There are no annual reports required.
20. Anti-Trust Statutes. — There is no anti-trust statute in force in
Rhode Island.
358
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for failure to organize within two years after filing articles of
agreement (chap. 177, sec. 23).
22. Amendments. — Articles may be amended for any purpose desired
(chap 17ti, sec. 14).
23. Extension of Corporate Existence. — There is no statutory pro-
vision for the extension of corporate existence.
21. Dissolution. — Corporate powers cease if organization is not com-
pleted within two years, and court of common pleas may dissolve any company
for non-user. May also dissolve voluntarily by resolution of stockholders
representing a majority of capital stock (chap. 177, sec. 23; Laws of L902,
Act 556).
25. Annual License Fee. — There is no annual license fee.
26. Foreign Corporations. — Foreign corporations must file witli the
Secretary of State declaration designating principal place of business in
State and name of agent to receive service of process, and must also file in
same office copy of the charter and by-laws with amendments. Must also til'
annual statement showing residence of corporation; amount of capital stock
actually paid, names of officers and board of directors, with their residences
(Stat., sees. 1466, 1467, 1409). An agent must be appointed who shall be a
resident of the State, upon whom process may be served (Laws of 1IJ02, chap.
980).
Pierce v. Compton, 1.3 R. I. 312 ; Stafford &Co. v. American Mill Co., 13 R. 1.310;
Evans v. Pease, 21 R. I. 187 ; 42 Atl. 506.
SOUTH CAROLINA.
(The references cited below are to the Code of Laws, 1902, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate.
The Business Corporation Act of South Carolina is found in the Code of
Laws of L902, chaps. 47, 48. Parties may incorporate under this act for any
purpose whatsoever.
2. Incorporators. — Two or more persons. There are no residential re-
quirements (chap. 18, sec. 1880).
■>. Contents of the Petition for Incorporation (chap. 48, sec. 1S80).
a. Incorporators. Names and residences of the incorporators.
/, Name. — Name of the proposed corporation. Similarity of names not
forbidden.
c. Domiciliary "/lire. — Principal place of business.
,/. Purposes. Maj be formed [or any Dumber of purposes riotcovered by
special acl i.
,. Capital Stock. Amount of capital stock, and how and when payable.
Both capital and par value of Bhares may !>'■ any amouut.
/'. Numh r and Par 1 a -■ oj Sha\
',,. Provisions for Internal Regulation of Affairs. Any other matter may be
inserted which it is deemed desirable to Bet forth. Duration maj be unlimitt d
if desired (sec. 1891 ).
l statutory Powers. — In addition to the Btatutory ei leration ol com-
mon law powers, the following additional powers are granted bj tatute I o
cumulate votes in the election of directors; to have a lien upon the hares of
itockholders ; to i ue preferred itock; to enforce payment of assessments
359
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
due upon capital Btock; to forfeit the stock for non-payment thereof; to vote
by proxy in the election of directors; to enforce a lien upon the stock of
stockholders for debts due the corporation (chap. 47, sees. 1S43, 1846, 1848,
1 So ; . L868 : chap. 48, sec. LS93 ; see also Laws of 1903, pp. 74 and 79).
■..■ u Fisher, 20 S. C. 190.
5. Procuring the Charter. — The petition must be signed and acknowl-
by each of the incorporators, and must then be signed by the Secretary
of State. He ilieu issues to the incorporators a commission constituting them
a board of corporators, and authorizing them to open books of subscription to
the capital stock of the proposed corporation, after such public notice, not
exceeding ten days, as may be required in such commission. When not less
than fifty per cent of the capital stock shall have been subscribed by bona fide
purchasers, the board of corporators shall call the subscribers together. At
this meeting the company shall organize by the election of a board of direc-
tors, not to exceed nine in number. They shall also adopt by-laws. The
board of directors shall then elect from their number a president, a secretary,
and a treasurer. Upon the payment to the treasurer of the corporation of at
least twenty per cent of the aggregate amount of the capital subscribed, payable
in money, and also upon delivery to such officer of at least twenty per cent of
the property subscribed to the aggregate amount of the capital stock, the board
of corporators, or a majority of them shall, over their signature, certify to the
Secretary of State that all the requirements of law have been complied with.
This certificate is known as the " return of the corporators." Upon the filing
of the return and the receipt of the charter fee, and upon payment of all filing
f iees, the Secretary of State issues to the board of corporators a certificate
known as a charter. Thereupon a copy of the charter must be recorded in
the office of the register of conveyances or clerk of each county wherein the
corporation shall have a business office. In cases where by the terms of the
declaration the capital stock of the corporation is to be paid in instalments,
the treasurer may issue stock when fifty per cent of the first instalment of the
capita] stock has been paid in, and the provisions of the act have in other
respects been complied with. Collateral inquiry into validity of corporate
existence is forbidden (chap. 48, sees. 1880, 1885).
6. Corporate Indebtedness. — There is no statutory limitation upon the
amount of corporate indebtedness.
7. Organization Tax. — On capital stock not exceeding $100,000, one
mill on each dollar; from $100,000, and not exceeding $ 1,000,000, one-half
mill on each dollar in addition to the $100 on the first $100,000 ; exceed-
ing 11,000,000, one-quarter mill on each dollar in addition to $550 on the first
i. (chap. 48, sees. 1888,1889; Laws of 1904, chap. 248).
8. Filing and Recording Pees- — Fee to the Secretary of State for re-
cording petition for incorporation, $3. For recording return of Board of
Corporators, S3. For recording articles in local county office, $2.
9. Commencing Business. — (See also ante, " Procuring Charter.") The
corporation must organize and commence business within two years from the
f its incorporation or the date of the commission appointing the board
of corporators (chap. 47, sec. 1850).
10. Organization Meeting. — The organization meeting must be held
within the State, in the absence of any statute providing otherwise (see chap.
ic. 1846).
11. Meetings of Stockholders and Directors. — At least one meeting of
360
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
the stockholders shall be held annually within the State. Directors' meetings
may be held at such place as the by-laws may provide (chap. 47, sec. 1846).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There may be any number of directors not exceeding nine. There are no
residential requirements (chap. 48, sec. 1883).
b. Liabilities. — Directors are liable for making false representations as to
resources and for misrepresentations in certificates (chap. 48, sec. 1843).
13. Stockholders' Liabilities. — Stockholders are liable to creditors only
to the extent of their unpaid stock subscriptions (Cons., 1895, Art. IX.
sec. 18).
M. C. Mills v. Springs, 56 S. C. 534; 35 S. E. 222; Lauraglen Mills v. Ruff, 57
S. C. 53 ; 35 S. E. 387 ; Williams v. Benet, 34 S. C. 112 ; 13 S. E. 97.
11. Stock Certificates. — Each stockholder is entitled to a certificate
under the seal of the corporation, signed by the treasurer (chap. 47, sec. 1847).
15. Preferred Stock. — There is express provision for the issuance of
preferred stock (chap. 47, sec. 1850).
1G. Payment of Capital Stock. — Stock can be issued only for labor
done, or money or property actually received (chap. 47, sec. 1855; chap. 48,
sec. 1882). Unless the charter provides that stock may be paid in instal-
ments, it cannot be issued until fully paid (chap. 48, see. 1894). No sub-
scriptions in labor or property can be received unless the same and value
thereof is approved by the Board of Corporators (chap. 18, sec. 1882).
17. Books. — Books are required to be kept open to inspection of stock-
holders, ami it may be construed from the statute that they must be kept in
the State (chap. 48, sec. 1897).
18. Office and Agent. — There are no express requirements as to having
a principal office or place for the transaction of business within the State, but
by construction it is necessary to maintain a domiciliary office. (See Crom-
well v. Ins. Co.. 2 Rich. Law, .112.)
l!i Reports. — .Must report to the Comptroller-General annually during
the month of February (Laws of 1904, chap. 269).
20. Anti-Trust Statute. — There is an anti-trust statute in force in South
Carolina. (See C. ('.. 1!'IIl>, sees. -j^\r>. -js!7.)
21. Statutory Grounds for Forfeiture of Charter. — Charter may be
forfeited for non-user for five years, or for non-paymenl of taxes, or for non-
payment of annual franchise tax, or for violation of anti-trusl statute (chap.
48, sec. 1898; chap. 17. sec. 1865; see also C. ('.. 1902, sees. 308, 2845, 2847).
it may also be forfeited for failure to organize and commence business within
two years from incorporation (chap 17. sec. 1850).
22. Amendments. — The charter may he amended only for the purpose
of inc. i Hi,- capital stock, or for the purpose of changing
the corporate name (chap. 17, jec 1851, 1852, a amended by Laws of 1903,
pp. 72 71 ; Laws <>f 1904, chap. •_'! i
23. Extension of Corporate Existence. Provi ion i made for exten-
sion of corporate existence (See chap. 17. eo. 1874; chap. 18, sec. 1891.)
21. Dissolution. Corporate powers cease if organization is nol com-
pleted ami business commenced within two years, ami court <■! common picas
may di user, Maj also di olve voluntai ily by
n a in i joi i "i capital stuck (chap. 17,
sec 1866, 1-7-;: Laws of 1902, Vol No Code of < ivil Pi dure,
L902, see. 265; Lav of 1904, .hap. 269).
361
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
25. Annual License Fee. — Under the franchise tax of 1903, which did
not u' 1 ' into effecl until April 1, 1904, all business corporations except those
of a quasi-public nature, must pay to the State Treasurer on or before April 1st
of each year an annual license fee of one-half mill upon every dollar paid in
upon the eapiial stock, and not less than live dollars in any case (Laws of
1904, chap. 269).
26. Foreign Corporations. — Foreign corporations must file with the
Secretary of state a declaration designating principal place of business in the
State and the name of agent to receive service of process, and must also file
in same office a copy of the charter and by-laws with amendments. Must
also file annual statement showing residence of corporation, amount of capital
stork actually paid, names of officers and board of directors with their resi-
dence, etc. They are required to pay a fee of one-half mill on each dollar of
property owned by them within the State (C. C, 1902, sees. 1779, 1795, 2360;
(Laws of 1901, chaps. 247, 209).
Central R. K , etc. Co. v. Company, 32 S. C. 319; 11 S. E. 192; Cone, etc. Co. v.
Poole, 41 S. C. 70 ; 19 S. E. 203 ; Hollingsworth v. Sou. R. R. Co., 86 Fed. 353.
SOUTH DAKOTA.
(The references cited below are to the Revised Civil Code of 1903 and to the Compiled
Laws of 1887, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of South Dakota is to be found in Revised
Civil Code of 1903, sees. 396-479 (Compiled Laws of 1887, sees. 2889-2971).
Those relating to mining, manufacturing, and other industrial corpora-
tions are sees. 780-797, Revised Civil Code, 1903 (Compiled Laws, 1887,
sees. 3108 to 3125). The provisions relating to amendment of charters are
found in chap. 106, Session Laws of 1903. As to the extension of cor-
porate existence, see chap. 105, Session Laws of 1903. Under this act cor-
porations may be formed for any lawful purpose. Special acts are, however,
provided for incorporation of railway, street railway, wagon road, irrigation,
insurance, loan, trust, mortgage, and for banks of discount.
2. Incorporators. — Three or more, one-third of whom must be residents
of the State (R. C. C, sec. 407 ; C L, sec. 2900).
Singer Mfg. Co. v. Peck, 9 S. I). 29 ; G7 N. W. 947.
:;. Contents of the Certificate of Incorporation. — The certificate must
set forth :
a. Name. — The Secretary of State will not permit the use of another
name already in use by a domestic corporation.
h. Purposes. — -The purpose for which it is formed. The Secretary of State
allows the insertion of any number of purposes not covered by special acts.
c. Domicile. — Place where the principal business of the corporation is to
be transacted.
'/. Duration. — Not to exceed twenty years.
e. Directors. — Number and names and residences of those who are to serve
until the election of their successors, and qualifications must also be set forth.
/. Capital Stock. — Amount aud number of shares into which same is
divided. There is no limit as to the amount of capital stock. The par
value of shares may be any amount (R. C. C, sec. 408; C. L., sec. 2902).
362
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
4. Statutory Powers — In addition to the statutory enumeration of
common law powers the act provides for voting by proxy at elections of
directors, for cumulative voting, for forfeiture of shares, for non-payment
of subscriptions, for having a business office without the State but within
the United States, and for holding therein any meeting of the stockholders or
directors; for removal of directors ; for extension of corporate existence ; for
purchase of the corporation's own stock ; for issuing stock in exchange for
property or services (R. C. C, sec. 427 ; C. L., sec. 2199 ; R. C. C, sec" 429 ;
C.L. 2921; Con. Art. XVII. sec. 5; R. C. C, sees. 453-469 inclusive; R. C. C,
sec. 786; C. L., sec. 3111; R. C. C, sec. 438; C. L., sec. 2930; R. C. C, sec.
439; C. L., sec. 2931 ; Laws of 1903, chap. 105; R. C. C, sec. 425; C. L., 2917;
R. C. C, sec. 422; C. L., sec. 2911; R. C. C, sec. 464; C. L., sec. 2950; Com,
Art. XVII. sec. 8).
Summers v. Company, S6 N. W. 749.
5. Procuring the Charter. — The charter must be signed and acknowl-
edged by the incorporators before the same can be filed and certificate of
incorporation issued. Two of the incorporators must take oath that the
corporation is not formed for the purpose of enabling it to avoid the purposes
of the South Dakota Anti-trust Act, and upon the filing of the articles the
Secretary of State issues a certificate of incorporation (R. C. C, sees. 410, 111 ;
C. L., sees. 2904, 2905; Revised Penal Code. sec. 781).
(I. Corporate Indebtedness. — Debts cannot be contracted beyond the
amount of stock subscribed (R. C. C. sec. 430 ; C. L., sec. 2928).
7. Organization Tax. — "Where authorized capital stock is 825,000 or less,
the organization tax is 810; where it does not exceed $100,000, $15; where
it does not exceed $500,000, $20; where it does not exceed $1,000,000, $25;
over $1,000,000, $40 (Laws of 1003, chap. 141, sec. 1).
8. Filing and Recording Fees. — Where copy of charter is prepared, the
charge for certified copy of the articles of incorporation is 81 (Laws of 1903,
chip- 141, sec. 1). For any excess of one thousand words in articles, a fee
of 10 cents per folio is charged.
9. Commencing Business. — Unless the corporation organizes and com-
mences the transaction of business or the construction of its works within one
year from the date of its incorporation, its corporate powers cease. Every
cor] .oration must within one month after filing articles of incorporation adopt
a code of by-laws for its government, but no penalty or forfeiture is declared
of non-compliance with this provision, and it is regarded as directory
only (I:. C. C, sec. Ill: C I-., sec. 2905). No collateral inquiry into cor-
poral is permitted (R. <'.. sec. 399; C. I.., sec. 2892).
10. Organization Meeting. — The organization meeting maj be held at
the principal office of the corporation without the State if provision is made
r in the articles, otherwise it musl be held within the State (R. C. C,
rS6; C. L., sec. 3114; R. I I .. -. o W0; C. L.. sec 2932).
11. Meetings of Stockholders and Directors. — Incorporators', stock-
holders', and directors 1 meetings musl be held at the office or principal place of
businesBol the company. All meeting • holders and directors of mining,
manufacturing, and other industrial corporations maj be held al tie- outside
office named in the articles of incorporation ; and this maybe provided for in
the articles ; and the articles may be amended to change the location of the
outside office. The mode ol calling meetings is as provided in the by-laws.
The domiciliary office is Kept at the place in the Mate named in the articles
363
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
as the principal place of business. The original books and records may
be kepi at the outside business oilice it' there be one (R. C. C, sec. 780;
C. I. . sec. 811 I : see also K. C. C, see. 440; C. L., see. 2932).
12. Directors' Qualifications and Liabilities, n. Qualifications. — The
statutes of South Dakota provide that one-third of the officers of all business
corporations shall be residents of the State. The bar of the State generally
rds tins provision as being applicable only to the executive heads of the
corporation, such as president, vice-president, secretary, and treasurer. The
itary of State, however, in the absence of any judicial decision on the
subject of a controlling nature, and in order to protect himself, requires that
one-third of the first board of directors shall be residents of the State.
They are elected annually by a majority vote of stockholders. The board
must be composed of at least three and not more than eleven members.
Directors must be stockholders to an amount to be fixed by the by-laws
(K. C. ('.. sec. bit ; C. L., sec. 2926).
6. Liabilities. — Directors are liable for the illegal declaration of dividends,
or for the unlawful withdrawal of capital, or for any violation of law applying
to corporations whereby the latter became insolvent. Directors assenting to
such violation are jointly and severally liable for all debts contracted after
such violation (R. C. C, sec. 430; C. L., see. 2928; R. C. C, sec. 787; C L.,
sec. 3115).
13. Stockholders' Liabilities. — Stockholders are liable to the amount
of their unpaid stock subscriptions (R. C. C, sec. 431; C. L., sec. 2933).
They are also liable for labor claims (R. C. C, sec. 783; C. L., sec. 3111).
S. B. T. M. Co. v. Company, 4 S. D. 173; 56 N. W. 98 ; Busby v. Reilly et al.,
6 S. D. 401 ; 61 N. W. 164 ; Singer Mfg. Co. v. Beck, 9 S. D. 29 ; 67 N. W. 947.
14. Stock Certificates. — Each stockholder is entitled to a certificate
signed by the president and secretary (R. C. C, sec. 423; C. L., sec. 2915).
15. Preferred Stock. — There is no express provision of law authorizing
the issuance of preferred stock. The Secretary of State, however, permits the
insertion of provisions in the artieles authorizing the issuance of preferred
stock.
10. Payment of Capital Stock. — Stock may be issued in exchange for
money, labor done, or money or property actually received (Cons., Art. XVII.
sec. 8). The act provides that the directors named in the articles of incor-
poration must proceed to open books of subscription to the capital stock
unsubscribed and to secure subscriptions to the full amount of the fixed
capital (R. C. C, sec. 421; C. L., sec. 2913).
17. Books. — Every corporation must keep a journal of meetings of
directors and stockholders. They must also keep a stock and transfer book,
which with the journal is open to inspection of stockholders, directors, and
creditors of the corporation, containing a record of all stock, the names of
stockholders, alphabetically arranged, instalments paid or unpaid, transfers,
etc. Also a book of by-laws, to be open to inspection during office hours.
The law does not provide, however, that any of these books shall be kept
within the Stab-, and provisions in the articles of incorporation for keeping
them at the outside office are regularly allowed by the Secretary of State
(R. C. C, sec. 423; C. L., sec. 2915 ; R. C. C, sec. 428; C. L., sec. 2920 ;
R. C. C. sec. 445; C. L., sec. 2937; R. C. C, sec. 782; C. L., sec. 3110).
18. Office. — The law provides that every corporation having a business
office out of the State must have its main office for the transaction of business
364
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
within the State, to be set forth in the articles (R. C. C, sec. 786; C. L., sec.
3114).
19. Reports. — The statute provides that business corporations doing
business within the State shall annually within twenty days from the first
day of January make a report which must be published in some newspaper
at or nearest to the place where the business of the corporation is carried on,
which report must state the capital stock and the amount thereof actually
paid in, the amount and nature of indebtedness, and the amount due the
corporation, the number and amount of dividends, and when paid, and the
net amount of. profits. Such report must be signed by the president and a
majority of directors, and be verified by oath of the president or secretary, and
filed in the office of register of deeds of county where the business of the
corporation is carried on. The only penalty provided for failure to comply
with the statute is that a person who wilfully neglects or refuses to make, sign,
or publish such report shall be guilty of misdemeanor (R. C. C, sec. 781;
C. L., sec. 3112).
20. Anti-Trust Statute. — There is a somewhat drastic anti-trust statute
in force in South Dakota (Revised Penal Code, 1903, sees. 770 to 781 inclusive).
21. Statutory Grounds for Forfeiture of Charter. — Unless the cor-
poration is organized and commenced business within two years after incor-
poration the corporate powers cease. Charters may also be forfeited by the
State on any of the following grounds : For violating any of the laws creating,
altering, or renewing corporations : by violating any express provisions of the
law whereby the corporation shall have forfeited its charter by abuse of its
power: by failure to exercise its powers; whenever it shall have done or
omitted to do any act which amounts to a surrender of its corporate rights ;
for exercising franchises or privileges not conferred upon it by law (R. C. C,
sec. 417; C. L., sec. 29S9; K. C. C, sec. 571; C. L., sec. 5346).
22. Amendments. — Articles may be amended so as to modify or enlarge
corporate business or purposes, change number of directors, change name or
location of its business within the State or without the State, increase or
decrease the capital stock, or in any other respect by vote of two-thirds of all
outstanding stock at any regular or special meeting called for that purpose
after thirty days' notice (sixty days for increase of stock) given to each stock-
holder stating nature of proposed amendment. After notice of proposed
amendment is served upon stockholders, time may be waived by all of them,
and amendment can be adopted immediately. Capital stock cannot be
diminished loan amount less than indebtedness of corporation or estimated
cost of works which it may be the purpose of the corporation to construct.
After amendment is adopted, the presidenl and secretary of the corporation
shall prepare in duplicate a certificate setting forth amendment, Btating
number of vote casl therefor, and total number of took subscribed
and outstanding, and thai legal notice was given. One of these certificates
miisi be filed with the Secretary of Mate, and the other with secretary of the
corporation. The signature of president and ecretarj I rtificate
must lie acknowledged before -omc officer authorized to bake acknow lodgments,
who knows the parties si ning to be the presidenl and secretary of
the corporation, and when such certificate i filed with the Secretary of State
:i issue a certificate of amendment, Betting forth in whal particular the
oi iginal arl i< le of incorporation have been amended ( Law oi 1003, chap. 106,
sees. 1-7 inclusive).
365
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Extension of Corporate Existence. — Corporate existence may be
tided for a further period of twenty years if desired (Laws of 190;i, chap.
Wo)-
24. Dissolution. — Voluntary dissolution is effected by application to
the circuit court of the county where the corporation's principal place of
business is Bituated, upon verified petition of a majority of the board of
directors, the proceedings being simple and brief. Involuntary dissolution is
effected under code of civil procedure by action in the name of the State, on
1 ave of the circuit court or judge (R. C. C, sec. 446; C. L., sec. 2938).
l'.">. Annual License Fee. — There is no annual license fee.
20. Foreign Corporations. — Before any foreign corporation can transact
business within the State, or acquire, hold, and dispose of property within the
Btate, or sue in the courts therein, it must file in the office of the Secretary of
Stat.' a duly authenticated copy of its charter or articles of incorporation, and
shall also appoint an agent within the State upon whom process may be had.
A duly authenticated copy of the appointment of such agent or officer must be
filed and recorded in the office of the Secretary of State, and register of deeds
of the county where said agent resides (It. C. C, sec. 883; C. L , sec. 3190).
Wright v. Lee et al., 4 S. D. 237 ; 55 N. W. 931 ; Acme Mer. Agency v. Rochford,
10 S. D^ 203 ; 72 N. W. 406 ; Foster v. Company, 5 S. D. 57 ; 58 N. W. 9.
TENNESSEE.
(The references cited below are to the Code of 1884 unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate.—
The Business Corporation Act of Tennessee is based upon the Act of March
19, 1875 (Session Laws of 1875, chap. 142). The law is peculiar in that
it specifically prescribes for what purposes companies may be incorporated,
and sets forth the form of charter for each. The above " Charter Act " has
been amended from time to time until now it is possible to incorporate in
Tennessee under said act for ordinary business purposes (Laws of 1903, chap.
474).
2. Incorporators. — Not less than five, except for brewery corporations
where only three incorporators are required. There are no residential require-
ments (sec. 1692 : Laws of 1903, chap. 474).
3. Contents of the Certificate of Incorporation. — The forms for draw-
ing charters are set out at length in the statutes, and vary according to the
purposes sought to be obtained by incorporation. Speaking generally, all the
forms set forth: first, name of the corporation, which the Secretary of State
requires shall be different from that of any existing corporation. Second,
the purposes must be set forth, and the incorporators are limited strictly to
purposes included in one class. Third, the capital stock is unlimited except
in the case of brewery companies, which must be capitalized for not less
than §5,000 and not more than $500,000. Fourth, an enumeration of the
general powers of the corporation, which are in substance merely an enumera-
tion of common law powers. The statutory form also contains a large
number of provisions for the regulation of the internal affairs of the corpora-
tion. It also provides that the first board of directors shall consist of the
incorporators named in the charter of incorporation (sees. 1692, 1852, Act of
April 80, 1897 ; Laws of 1899, chaps. 17, 224, 300, 304; Laws of 1903, chap.
474). Duration may be unlimited if desired.
366
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
4. Statutory Powers. — The statute enumerates the common law powers
of corporations, and in addition thereto grants the following powers: For the
purpose of repairs, rebuilding, or to meet contingencies, or for the purpose of
a sinking fund, corporations may establish a fund of which they may lean
and in relation to which they may take proper securities. Mining companies
are authorized to subscribe for stock in railway corporation whose line of road
is contiguous to their works. Manufacturing corporations are given power
to locate on their own lands, elevators, hoisting, warehouses, transfer trucks,
etc. Mining corporations are given power to purchase, use, or dispose of
patent rights. All corporations are given power to vote by proxy. To
consolidate with other corporations engaged in the same general business.
Also to sell in its entirety all the assets of the corporation to any corporation
engaged in the same general line of business (see references cited at end of
sec. 3; also sees. 1701, 1709, 1710, 1711 a, L853, 1860, 1861, 1862, 1864, 1866,
1867, 1868, 1872, Act of March 28, 1887 ; Laws of 1903, chap. 4S6).
5. Procuring the Charter. — Incorporators must subscribe and acknowl-
edge the execution of the charter, which is in fact a petition for incorpora-
tion. This instrument when so acknowledged must be registered in the
county where the principal office of the company is situated, and also in the
office of the Secretary of State. The latter officer issues a certificate of
registration which in turn must be registered in the register's office of the
county where the principal business office of the company is situated.
Thereupon the formation of the corporation is completed (sees. 1692, 1694).
Collateral inquiry into the legality of corporate existence is forbidden (sees.
1693 1712; Laws of 1903, chap. 474).
Shields V. Clifton Co., 94 Teun. 123 ; 28 S. W. 608.
6. Corporate Indebtedness. — Corporations are limited in the creation
of debts to the amount of the authorized capital stock (sec. 1S58 ; Laws of
1903, chap. 474)
7. Organization Tax. — For business corporations a tax of one-tenth of
one per cent on the authorized capital stock is exacted. There is also
a registration tax of $10 (Act of dune 17, 1895; Laws of 1897, chap. 32;
Laws of 1899, chap. 432).
8. Filing and Recording Fees. — Ten dollars to Secretary of State for filing
articles of incorporation; to register of deeds, $3: tor certified copy of articles
of incorporation, fee averages $5; to fees for certificate of incorporation
9. Commencing Business. — Business may he commenced as soon as
the charter is registered as required by law and tl rganization completed.
If the corporation establishes agencies in any other county, the charter musl
be recorded I here (sec. 169 1 ).
10. Organization Meeting. — The organization meeting musl be held
within the stale, in the absence of any statute providing otherwise. 'Die
incorporators act a- the first board of directot
11. Meetings of Stockholders and Directors. — Annual stockholders'
meetings musl be held within the State. Directors' meetings may be held
without the State it the by lawa so provide (sees. 1706, I
L2. Directors' Qualifications and Liabilities, a. Qualifications Hiere
most bi m the case of brewerj companies, where there may !»■ three,
a' least five directors There are no residential requirements (sees. 17<i2,
1706; Laws of L908, chap. 174)
b. I. 'mini, 'tit s. Director! are liable for Illegal declaration of dividends, or
... -
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
for authorizing the creation of any indebtedness in excess of the capital stock
paid in. Directors are liable for loans to stockholders in mining corporations,
quarrying, boring, or manufacturing companies. They are also liable for
intentional fraud in failing to comply substantially with the articles of in-
corporation, or in deceiving the public or individuals in relation to their
liabilities (sees. 1716, 1717, L856, 1857, 1858, 1859, Laws of 1897, chap. 4!) :
Laws oi L903, chap. 17 h.
Allison ,-. Coal Co., 87 Tenn. GO; 9 S. W. 220.
13. Stockholders' Liabilities. — Stockholders are liable for the amount
of their unpaid stock subscriptions. They are also jointly and severally
liable for moneys due or owing to the laborers, servants, clerks, or operators
of tlu' company in case the corporation becomes insolvent (sees. 1708, 1858;
Laws of 1903, chap. 474).
14. Stock Certificates. — The par value of stock certificates may be $100
or less (sec. 2052). Each shareholder is entitled to a certificate showing the num-
ber of shares held by him signed by such officers as the by-laws may prescribe.
15. Preferred Stock. — The statute does not expressly authorize the
issuance of preferred stock.
16. Payment of Capital Stock. — In the case of mining, quarrying,
boring, and manufacturing companies nothing but cash or land at a fair
cash valuation can be accepted in payment of capital stock. Manufacturing
companies are, however, authorized to receive an assignment of a patent in
payment of stock subscribed to the amount of the value of such patent.
The act specifically provides that the amount of any unpaid stock due from
the subscriber to the corporation shall be a fund for the payment of any
debts due from the corporation; the transfer of stock by any subscriber
does not relieve him from payment unless his transferee has paid up all or
any of the balance due on said original subscription (sees. 1708, 1856, 1872 ;
Laws of 1903, chap. 474).
Searight v. Payne, 6 Lea, 283 ; Kelley v. Fletcher, 94 Tenn. 1 ; 28 S. W. 1099.
17. Books. — The act requires the keeping of books showing the list of
stockholders, with their respective interests, the amount paid on shares sub-
scribed, and all stock transfers by and to whom made (sec. 1707; Laws of
1903, chap. 474).
18. Office and Agent. — There are no express statutory provisions
requiring the maintenance of an office and agent within the State. 13y impli-
cation, however, the company must maintain a domiciliary office within the
State. (See sec. 1693.)
1!). Reports. — By acts adopted previous to 1903 semi-annual statements
are required of banks and trust companies and annual statements of building
and loan companies, mining, quarrying, boring, and manufacturing com-
panies. Annual statements are required of all corporations securing their
charters under the Act of 1903 (Laws of 1903, chap. 474). The report must
be published in a newspaper printed in the county where the principal office
or business is located, showing the amount of capital stock, existing liabilities,
and list of names of stockholders.
20. Anti-Trust Statute. — There is an anti-trust statute in force in
Tennessee. (See Act of March 10, 1890; Act of March 30, 1891; Act of
April 30, 1897.)
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited where the corporation has by neglect, non-user, abuse, or surrender,
368
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
forfeited its corporate rights. Any act of the board of directors as a board
constituting an express violation of the statute is declared to be a forfeiture
of the charter (sees. 1718, 4162 ; see also sec. 2484 ; Code of 1S90, sec. GG25).
'-'2. Amendments. — Charters may be amended for the purpose of
changing the name, increasing or decreasing the capital stock, or for the
purpose of obtaining any powers granted under the General Act (sees. 1695,
1865, 1866 ; Act of April 7, 1893).
23. Extension of Corporate Existence. — Perpetual existence is open
to incorporators if they desire it. There is no provision for the extension of
corporate existence.
24. Dissolution. — The corporation may be dissolved on application to
the courts. Directors are by statute made trustees for that purpose unless
other persons are appointed by the court (sees. 1719-1723; Act of March 28,
1887).
25. Annual License Tax. — See sees. 6269, 6521 z; also Laws of 1901,
chap. 17 1.
26. Foreign Corporations. — Foreign corporations must file with the Sec-
retary of State a copy of charter and have abstract thereof recorded in
the register's office of each county in which they propose to do business or own
land. Tax on the capital stock is as follows: $100,000 and less, $50; up
to $250,000, 8100; to $500,000, $150; to $1,000,000, $200; over $1,000,000,
§250 If a foreign corporation locates its principal office and does all its
business in and from Tennessee and has all of its main property holdings in
Tennessee, it must pay a privilege tax of one-tenth of one per cent on author-
ized capital stock. For filing charter of foreign corporation, Secretary of
State is entitled to a fee of 820; for each abstract thereof, $20 (sees. 2546,
2553 ; Laws of 1895, chap. 21 ; sec. 119, Laws of 1899, chap. 2 ; Laws of 1899,
chaps. 14-31 ; Laws of 1903, chap. 239).
State v. Schlitz Brewing Co., 104 Tenn. 715 ; 59 S. W. 1033.
TEXAS.
(The references cited below are to the Revised Statutes, 1805, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate.
— The Business Corporation Act of Texas is to be found in the Revised
Statutes of L895, sees. 640 670 inclusive, sees. 680 686, sees. 711 7 in c, and
the amendments of 1897, L899, 1900, 1901, and L903. Special ads are
provided for railroad and insurance corporations. Under the den, Mai A, t
corporations are divided into some sixty-four different classes, covering
almost all lines of business (sec. 642).
2. Incorporators. -- Three or more persons. Two must be citiz*
Texas (sees 641,644).
Hamilton v. Company, 15 Tex. App 3 W. 641.
8. Contents of the Articles of Incorporation. — The articles mu
forth:
a. Name. — The Secretary of State will doI permit the use of a name
already in use by a dome ti< corporation.
//. Purpose.- Corporations are limited in their purposes to those named
in Bom : except lecially
provided for others i e. 650a.)
24 369
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
c. Domiciliary Office. — Place or places where the business is to be trans-
aoted.
( /. Duration. Term for which it is to exist not to exceed fifty years.
Where no period is limited the duration is twenty years.
, Directors. Number and names and residences of the board for the
fust year.
/'. ( 'apital Stock. — Amount thereof and number of shares into which it is
divided (sec. 648). Both capital stock and par value thereof maybe any
amount (sec. 633).
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers of corporations, the following additional powers are granted:
To vote by proxy, to forfeit stock for non-payment of assessments, to issue
preferred stock, and to authorize directors to adopt by-laws (sees. 651, 653,
668, 669).
5. Procuring the Charter. — The charter must be subscribed by all the
incorporators and acknowledged by them. The charter is then tiled in the
office of the Secretary of State, at which time the organization tax must be
paid. Corporate existence commences from the time the charter is filed in
his office. The articles must be accompanied by an affidavit of one of its
executive officers, to the effect that fifty per cent of its authorized capital
stock has been subscribed for, and ten per cent paid in, or that at least
1100,000 of capital stock has been paid in in cash (sees. 644-646).
6. Corporate Indebtedness. — Corporate indebtedness cannot be created
in excess of the amount of the authorized capital stock (sec. 653).
7. Organization Tax. — For the charter, $25 must be paid to the Sec-
retary of State, and $5 for each ten thousand dollars or fraction thereof of
capital above $10,000 (sec. 2439).
8. Filing and Recording Fees. — There are no fees due the Secretary
of State other than the organization tax. This includes a certified copy of
the charter.
9. Commencing Business. — The smallest amount of paid up capital
stock with which the corporation may begin business is ten per cent of its
authorized capital, of which fifty per cent thereof must have been subscribed.
In lieu of the foregoing, the corporation may furnish satisfactory evidence to
the Secretary of State that at least $100,000 of its authorized capital stock
has been paid in in cash. Business must be commenced within three years
after filing the charter, and in default thereof the corporation may be dis-
Bolved upon proper action brought by the State for that purpose (Laws of
L901, chap. 15).
10. Organization Meeting. — The organization meeting must be held
within the State. The statute makes no provision for the organization of
the corporation.
11. Meetings of Stockholders and Directors. — Meetings of stock-
holders may be held within the State at such time and place as the by-laws of
the corporation may require. Directors' meetings maybe held without the
state if the by-laws so provide.
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must he at least three and not more than thirteen directors. There are no
residential requirements (sec. 651, sub. 8).
b. Liabilities. — Directors are liable for knowingly declaring illegal divi-
dends. The extent of their liability is, however, limited to the amount of
such dividends (sec. 670).
370
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
13. Stockholders' Liabilities. — Stockholders are liable to the extent of
their unpaid stock subscriptions (sec. 686).
M. B. C. Company v. Company, 89 Texas, 511; 39 S. "W. 1047; Cole v. Adams,
92 Texas, 171 ; 46 S. \V. 790.
14. Stock Certificates. — Stockholders are entitled to certificates show-
ing the number of shares owned by thern, signed by such officers as the
by-laws may prescribe.
15. Preferred Stock. — The right to issue preferred stock is only given
in express terms to corporations organized for the purpose of storing, trans-
porting, buying and selling oil, gas, salt, brine and other mineral solutions.
16". Payment of Capital Stock. — Stuck may be issued in exchange for
money, labor done or property actually received (sec. 652).
17. Books. — A stock register, transfer book, and record of business
transactions must be kept (statute does not provide where to be kept), and
the books and records must be open to inspection of stockholders at all
reasonable times. Execution creditors may demand names of, and amount of
stock held by stockholders (sees. 662, 072).
18. Office and Agent. — An office must be kept in the State, and an
agent therein upon whom process may be served (sees. 673. 1222. 1223).
19. Reports. — The directors shall, when required by one-third of the
stockholders, make report showing amount of company's business, etc. No
annual report required (sec. 663).
20. Anti-Trust Statute. — There was formerly a drastic anti-trust statute
in force in Texas, but it has been declared unconstitutional to the extent that
it will not support actions by the Male to recover penalties for a violation of
the law, nor afford a defense to an action on a right originating in its violation.
v. Shippers' and Compress Warehouse Company, ( J5 Texas, 603;
tj:i S W. 58; see new act, Laws of 1903, chap. 94.)
Crystal Ice & Mfg. Co. v. State, 23 Texas Civ. App. 293; 56 S. W.562.
21. Statutory Grounds for Forfeiture of Charter. — Charters may be
forfeited for violation of the anti-trust act, or lor acts of misuser or non-user,
or for failing to organize and commence business within three years from date
of incorporation. (See haws of 1903, chap. 92.)
22. Amendments. — Charters may be amended in any respect desired,
except to so change the original purpose as to prevent the execution thereof,
or to d he capita] stock (sees. 647, 649, 651, 652).
23. Extension of Corporate Existence. — There is no provision for the
extension of corporate existei
24. Dissolution The corporation may be dissolved by expiration of the
charter, or by judgment of dissolution byacourl of competent jurisdiction.
Abo through failure to commence I within three years from date of
char:' JO, 681 ).
25. Annual License Tax. -■ T« n dollars; if the capitalization is over
$50,000 than 1100,000, $20; -loo. | and Less than $200,001
$200,000 or mo
26. Foreign Corporations - Foreign corporations with the
Secretary ol iedcopy of artii corporation, a permit being
thereupon issued by Baid officer u] payment of the following fees: If
capital Btock is 1100,000 o) (5; up to 8500, I, $50; over that and
less than $1,000, , 8100; if ovei $1,000,000, 1200; the permit being limited
to ten years. An annual i > for a capitalization of not over
371
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
(25,000; of 1100 for over that and not over $100,000, and in addition
thereto $] on each ten thousand dollars of stock above $100,000, and not
11,000,000, and a further additional tax of $1 on each hundred thousand
dollars over $1,000,000. It should have a resident agent, oihcer, or manager
at its Lexas office, upon whom process against the corporation may be served
(art. 745, K S., amended chap. 119, Laws of 1897; Arts. 746, 748, 1222-
L228, 2439, B. S., Laws of 1903, chap. 92).
Lake View Land Co. v. Company, 95 Texas, 252; C6 S. W. 766; Security Co. v.
Bank, 93 Tex. 575 j 57 S. W. 22.
UTAH.
(The references below are to the Revised Statutes of Utah, 1898, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Utah is to be found in the Revised Statutes
of 1S98 of that State, sees. 314-373, as amended by the Laws of 1899 and
1901. Under this act corporations may be formed for any purpose for which
individuals may lawfully associate themselves. Special provisions are made
for insurance, irrigation, trust, and railway companies.
2. Incorporators. — Five or more persons, one of whom must be a resi-
dent of the State (sec. 314).
3. Contents of the Articles of Agreement. The contents must set forth :
a. Name. — No corporation can use the name of a corporation already
organized, or of any corporation duly authorized to transact business within
the State (sec. 315, sub. 1 ; Laws of 1899, chap. 52; Laws of 1901, chap. 81).
b. Domicile. — Precinct or city where it is organized (Laws of 1901, chap.
81, sub. 2 .
c. Incorporators. — Names and places of residence (Id.).
d. Duration. — Time thereof, which shall not be less than three nor more
than one hundred years (id.).
e. Purposes. — Pursuit or business agreed upon, specifying it in general
terms. State officials permit the insertion of any number of objects in the
articles (Id.).
f Places of General Business. — (Id.).
g. Stock Subscriptions. — Amount of stock subscriptions. Amount of stock
which each incorporator has subscribed for (Id.).
h. Capital Stock. — Limit of capital stock agreed upon and the par value of
shares. Both may be any amount desired (Id.).
i. Officers and Directors. — Number and kind of officers, their qualifications,
terms of office, and time and manner of their election, removal, and resigna-
tion, with the names of the officers to serve until first general election-, the
number of directors to be not less than three nor more than twenty-five (Id.).
/. Quorum of Directors. — How many of the entire board shall be necessary
to form a quorum, to be authorized to transact business, etc., provided that a
quorum shall not be less than one- fourth of the entire board (Id.).
k. Stockholders' Liability. — Whether or not private property of stock-
holders shall be liable for its obligations (Id.).
/. Provisions for tJn Regulation of Internal Affairs. — Such general clauses
sorporatore deem necessary for conducting the business of the corporation
for its future welfare (Id.).
372
SYX0PSIS-DIGE3T OF INCORPORATION ACTS.
The act provides that the articles of incorporation shall also contain pro-
visions relative to the payment of stock subscriptions in property, if it is
desired to pay them in this manner. (See sec. 5, Procuring Charter.) The
act also provides that the articles of incorp'oration may provide what propor-
tion of the outstanding capital stock shall be represented at a stockholder-'
meeting, and what proportion of the stock so represented shall be necessary
to determine any question of election (Laws of 1901, chap. 81, amended;
Revised Statutes of 1898, sec. 316).
4. Statutory Powers. — Tn addition to statutory enumeration of common
law powers corporations have the following additional powers: To authorize
voting by proxy, to forfeit stock for non-payment of assessments, to consoli-
date with other corporations engaged in the same line of business in the same
vicinity, to enforce a lien upon the stock of its members for debts due the
corporation, to remove directors and to authorize directors to adopt by-laws
(R. S., sec. 322; R. S., sees. 335, 356, 373; A. L., sees. 340, 341 ; R. S., sec.
333; R. L., sec. 327).
5. Procuring the Charter. — The agreement must be subscribed by all
the incorporators, and sworn to and acknowledged by at least three. In
addition to the foregoing there must be added the oath of at least three of
the incorporators to the fact that they have commenced, or it is their bona
fide intention to commence and carry on business mentioned in the agree-
ment, and that they verily believe that each party to the agreement has paid
or is fully able to pay the amount of stock subscriptions made by him. This
agreement cannot be made until at least ten per cent of the stock subscribed
by each stockholder and not less than ten per cent of the authorized capital
baa been paid in. Where subscriptions to the capital stork consist in
whole or in part of property necessary to the pursuit agreed upon there must
appear in the articles of incorporation a description of the property so taken,
with a statement of the fair cash value thereof, which statement, except in the
mining ami irrigation corporations, shall be accompanied by the affidavit
of three persons, to the effect that they are acquainted with such property and
that it is reasonably worth the amount in cash for which it was accepted by
the corporation. As soon as the foregoing provisions are complied with, and
the officers named in the agreement have taken and subscribed the oaths of
office, the agreement with the oaths of office and the affidavits attached
. must be filed and recorded in the office of the counts clerk of the
county in which the principal business is carried on within ten days from tie-
date of execution thereof . The county clerk issues a certificate to tie
that the agreement and oaths of office have been tiled in his office, which cer-
tificate together with a copy of the articles of agreemenl ami oaths must be
filed in tie- office of the Secretary of State, who thereupon issues a certificate
that, tie- above mentioned instruments have been filed in his office (R. L. f
316, :;_ ,| », a- amended by Laws of 1901, chap. 81),
r. I'. ('. Co. v. Company, -'■'! Utah, 474 : 65 Pa
6. Corporate Indebtedness. — There i- 00 statutory limij to the amount
of corporate indebted
7. Organization Tax. — Twenty-five cents on each thou and dollars "f the
capital stocl (Laws of 1897, chap. 1; Laws of 1901, chap. 60).
8. Filing and Recording Fees. — To the Secretary of State f"i i
certificate of in© j for certified copy of articles..*."!: t.> county
clerk for filing and i incorporation, 92.50 ; foi
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Barne, 20 cents per Eolio; filing oath of officers, 50 cents each (Laws of
L901, chap. 60).
9. Commencing Business. — Business may be commenced as soon as the
3 are filed as required by law and ten per cent of the capital stock sub-
scribed and ten per cenl of the authorized capital stock has been paid in, and
the officers have duly taken their oaths of office. Business must be com-
raenced within the period of two years after the time of filing articles to
avoid forfeiture of charter (Laws of 1S91, chap. 81, amending R. S., sees. 316,
321).
10. Organization Meeting. — The organization meeting must be held
within the State. This in the absence of any statute expressly authorizing
the holding of organization meetings without the State.
11. Meetings of Stockholders and Directors. — Meetings of stock-
holders and directors may he held at the time and place designated by the by-
laws. (Iii the absence of any statute expressly authorizing the holding of
stockholders' meetings without the State it is safe to say that without the
consent of all stockholders such meetings must be held within the State
(R. L., sees. 334, 3:i0).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three and not more than twenty-five directors, one-third
of whom must lie residents of the State. One-fourth of the entire number
may constitute a quorum if the articles so provide. Directors must be stock-
holders. Special provision is made for their removal by the stockholders
(R. S., sees. 324, 327 ; Laws of 1901, chap. 81).
b. Liabilities. — There is no civil statutory liability of directors. Criminal
penalties are, however, provided for misconduct of directors (R. S., sees. 4411,
4422).
13. Stockholders' Liabilities. — Unless the articles of agreement other-
wise provide, stockholders are only liable to the creditors to the extent of their
unpaid stock subscriptions (R. S., sec. 331 ; see also Cons., Art. XII. sec. 18 ;
see also R. S., sees. 338, 354).
Richardson v. Company, 23 Utah, 366 ; 65 Pac. 74 ; Salt Lake Hardware Co. v.
Company, 13 Utah, 423; 45 Pac. 200; Henderson v. Turngren, 9 Utah, 432; 35
Pac. 495.
1 1. Stock Certificates. — Each shareholder is entitled to a certificate
showing the number of shares owned by him, signed by such officers as the
by-laws may prescribe.
15. Preferred Stock. — The issue of preferred stock is expressly author-
ized by statute (Laws of 1903, chap. 59).
16. Payment of Capital Stock. — Capital stock may be paid for in
property, by providing therefor in the articles of agreement and describing
such property therein (Laws of 1901, chap. 81, amending It. S.,sec. 316. See
also Cons., Art. XII. sec. 5).
17. Books. — Correct books of the proceedings and business of the corpo-
ration must be kept open for inspection by stockholders. The place where
such books are to be kept is not regulated by statute (It. S-, sees. 328, 329,
4115).
18. Office and Agent. — The Constitution provides that no corporation
shall do business within the State without having one or more places of busi-
ness within the State upon whom process may be served (Art. XII. sec. 9 ;
see also R. S., sec. 4415).
:374
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
19. Reports. — The statutes do not require reports to be made except for
insurance, banking, loan, trust, and guaranty companies.
20. Anti-Trust Statute. — There is a moderate anti-trust statute in force
in Utah (R. $., sees. 1752, 17(52).
2 1 . Statutory Grounds for Forfeiture of Charter. — Charter may be for-
feited for non-user for a period of two years consecutively, or for entering
illegal pools or trusts (R. S., sees. 321, 175 s ).
Jackson v. Company, 21 Utah, 1 ; 59 Pac. 238.
22. Amendments. — Articles of incorporation may be amended in any
respect desired, by conforming to the provisions of law in such case made and
provided (R. S., sec. 338).
23. Extension of Corporate Existence. — There is no provision for the
extension of corporate existence.
24. Dissolution. — Voluntary dissolution maybe had by application to
the district court upon two-thirds vote of the stockholders at a special meet-
ing of the stockholders (R. S., sees. 3114, 3661 et seq).
25. Annual License Fee. — There is no annual license fee.
26. Foreign Corporations. — Foreign corporations must file with Secre-
tary of State and county clerk of the county where the office is to be located,
a copy of the articles of agreement, by-laws, and the appointment of some
person residing in county where principal place of business is situated to
receive service of process, and shall pay the same fees to the Secretary of State
as domestic corporations. Xo annual license tax or annual report is necessary
(R. S , Bees. 351, 352). Under Const., Art. XII. sec. 6, no corporations organ-
ized outside of the State are permitted to transact business within the State
on conditions more favorable than those prescribed by law to similar corpo-
rations organized under the laws of Utah.
R. G. W. Ry. Co. v. Company, 23 Utah, 22 ; 63 Pac. 995.
VERMONT.
(References below are to the Statutes of Vermont, 1894, and acts amendatory thereof.)
1 . Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Vermont is found in the statutes of Ver-
mont (1894), sees. 3673 3742 inclusive. Under it corporations may be formed
tor any lawful purpose excepting telephone, telegraph, banking, insurance,
railway, construction and operation companies, savings banks, trust com-
panies, ami corporations intended to derive profit from tli<' Loan oi money or
real estate.
2. incorporators. Five or more persons. There arc no residential
requirement - ; sec. -17 I ).
:>,. Contents of the Articles of Incorporation. The articles of incorpo-
ration must & »nl ain :
a. Name. — Similarity of Dames with that of existing corporations
forbidden i c. 3705).
/;. Purposes. — Objecl or objects for which established. Anynumberol
purposes may be ii erted in th< 1705).
c. Domicile. — Place in which corporate busim be carried on
(sec. 3'
376
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
d. Capital Stock. — Amonni thereof. Capital stock is limited to a min-
imum of $500 and a maximum of $1,000,000. The par value of shares must
not exceed $100 (Bees. 370.">, 3728). Duration of corporate existence is
unlimited.
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers, tin- following additional powers are granted: The right to
vote \'\ pioxy at stockholders' meetings, to forfeit stock for failure to pay
assessments, and to have a lien upon the stock of its members for debts due
to the corporation (sees. 3691, 3718, 3727).
5. Procuring the Charter. — Articles must be subscribed by all the in-
corporators and then submitted to the Secretary of State for his approval.
The latter may, if he sees fit, refer the same to a .Judge of the Supreme Court
who is given power to determine whether the proposed corporation may or
may not be organized under the General Act. If the articles are approved
they are recorded in the office of the Secretary of State, and a certified copy
thereof must be recorded in the office of the clerk of the town in which the
principal place of business of the corporation is located. The organization
tax must be paid to the Secretary of State before corporate existence begins
(sees. 3705, 3706, 3707).
6. Corporate Indebtedness. — One-fourth of the capital stock must be
paid in before the corporation can contract debts. No debts can be con-
tracted in any event exceeding in amount two-thirds of the capital stock
actually paid in (sec. 3724).
7. Organization Tax. — Capital stock up to $5,000, $10 ; not exceeding
$10,000, $25; not exceeding $50,000, $50; not exceeding $200,000, $100;
not exceeding $500,000, $200; not exceeding $1,000,000, $300; exceeding
$1,000,000, $500 (Laws of 1898, chap. 19, sec. 2; see also Laws of 1900,
chap. 15).
8. Filing and Recording Fees. — Filing fees in the office of the Secre-
tary of State, $2. Recording fees in local town or city office, $1 ; for filing
certificate of the payment of capital stock, $1.
9. Commencing Business. — Before commencing business also, the presi-
dent or clerk must make a certificate under oath stating the amount of capital
actually paid in. This must be at least one-fourth of the capital stock, if
debts are to be contracted. This certificate is filed in the office of the Secre-
tary of State, and a certified copy thereof with the clerk of the town in which
the principal place of business is to be located (sees. 3722, 3724).
10. Organization Meeting. — The organization meeting must be held
within the State. The law provides how the same shall be called (sees.
3710).
1 1 . Meetings of Stockholders and Directors. — There is no statute
authorizing the holding of stockholders' meetings without the State, and
by implication at least they must be held there. Directors' meetings may
be held within or without the State as the by-laws may provide.
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three directors who must be stockholders, and two
of them must be residents of the State (sees. 3677, 3717).
b. Liabilities. — Directors are liable if the corporation contracts debts
before a copy of its articles of association and a certificate as to the amount
of capital stock paid in are filed in the office of the clerk of the town in
which the principal office of the corporation is to be located. They are
also liable for illegal payment of dividends, or for permitting the creation
376
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
of indebtedness in excess of two-thirds of the capital stock paid in (sees.
3722-3724). l K
Fan- v. Briggs Estate, 72 Vt. 225 ; 47 Atl. 793.
13. Stockholders' Liabilities. _ Stockholders are liable to the extent of
their unpaid stock subscriptions. If the capital stock is withdrawn or
refunded to the stockholders, before the full payment of its debts, each
stockholder is personally liable to the amount thereof refunded to him
(sees. 3 (1*5, 3726).
Barton Nat. Bank v. Atkins, 72 Vt. 33; 47 Atl. 176; Corey v. Morrill, 61
\ t. 598; 17 Atl. 840.
1 1. Stock Certificates. — Stockholders are entitled to a certificate signed
by such officers as the by-laws prescribe.
15. Preferred Stock — There is no provision expressly authorizing the
issuance of preferred stock.
16. Payment of Capital Stock. — Stock can be issued only in exchange
for money or money's worth.
17. Books. — Stock book must be kept within the State, containing the
names of the holders of stock, their places of residence and number of shares
held by each, amount actually paid in on each share and time when they
acquired the same (sees. 3683, 3714. 3733). All records, amounts, and
papers of the corporation are open to the inspection of stockholders.
1 3. Office and Agent. — Must have an office within the State in charge
of a clerk in the town where its principal place of business is located
(sees. 3712, J713).
19. Reports. — There is no statutory provision as to reports. There
is a statute, however, requiring all moneyed corporations annually, on or
before April 15th, to transmit to the clerk of each town in which stockholders
cf the corporation reside, a list of the stockholders with the amount of shares
held by them and the amount paid thereon. They must also transmit to the
clerk of the town where the corporation has its principal business a list of
all stockholders with the Dumber of shares owned by them and the amount
paid thereon (sees. 380, 381, 382).
20. Anti Trust Statute. — There is no anti-trust statute in force in
Vermont.
21. Statutory Grounds for Forfeiture of Charter. — Charter may be
forfeited for failure to pay license taxes (sees. 575, 578; Laws of 1902 chap.
20, mm-. 56).
22. Amendments. — Article- may be amended for the purpose of increas-
ing or decreasing the capital stock, for the purpose of changing its name.
or for change of domicili 1729, 8730, 8731, 8734; see al o I.
;
■S\. Extension of Corporate Existence. — Companies may be incor-
porated I'm- an unlimited term. There i do provision for extension of
corpot mce.
24. Dissolution.- <» rote of tbi stockholder a owning one-fourth of the
capita] -toci. a on may petition court of chancery for dissolution
3735, •;, ., Laws of 1902, chap. 20, sec. 57).
25. Annual License Fee. — Capital - ■<-. and for each
850,000, or part thereof in exce |5, but no tai shall rw,-,
Tax is payable in February, special exemption for manufacturing establish*
menta | I 1902, i hap 20 I,
:;77
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
26. Foreign Corporations. — Foreign corporations must file with the Sec-
retary of Mate a copy of charter and statement setting forth t lie business of
the corporation, location of office within the State, and an agent upon whom
9 tna\ be made; and pay an annual license tax of $10, if capitalization
is (50,000 or less, and if over $50,000 or part thereof in excess of $50,000, $5,
(nit in no ease to exceed $50 (R. S., sees. 575, 41G5). The Secretary of State
will issue certificate showing compliance with the law and authorizing the
corporation to do business within the State (Laws of 1902, chap. 20, sees. 47,
59-64).
I Isborne v. Ius. Co., 57 Vt. 27a
VIRGINIA.
(The references cited arc to the Business Corporation Act of 1903, found in Acts of Extra
Session (1902-1904), chap. 270. This is in turn subdivided into five subsidiary chapters, to
which reference is made below.)
1. Statutes under -which Business Corporations may incorporate. —
The Business Corporation Act of Virginia is to be found in the Laws
of 1902-1.904, pp. 437-481. Under it charters may be procured for any
lawful business.
2. Incorporators. — Three or more. There are no residential require-
ments (chap. 1, sec. 1).
3. Contents of the Articles of Incorporation. The contents must set
forth :
a. Name. — Name must contain the word " corporation " or "incor-
porated," and must be such as to distinguish it from any other corporation
engaged in a similar line of business (chap. 1, sec. 2).
b. Domicile. — Name of the county, city, or town where the principal
office within the State is to be located (Id.).
c. Purposes. — Purposes for which it is formed. There may be any
number not covered by special act (Id.).
d. Capital Stock. — Maximum and minimum amount of capital stock and
number of shares. If preferred stock is desired, there must be inserted a
description of the several classes of stock with the terms on which they
are created (Id.).
e. Duration. — May be perpetual if desired (Id.).
/. Officers and Directors. — Names and residences of officers and directors
for the first year (Id.).
g. Ileal Estate. — Limitation upon amount of holdings thereof (Id.).
h. Regulation of Internal Affairs. — Any provisions may be inserted for
the conduct of the affairs of the corporation ; also any provisions defining,
limiting, or regulating the powers of the corporation to the directors or
stockholders (Id.).
4. Statutory Powers. — In addition to a statutory enumeration of com-
mon law powers, the following additional powers are granted ; To take
real and personal estate by gift, devise, or bequest; to subscribe, guaranty, or
become surety in respect to stock and bonds of other corporations; to
conduct business in other States and Territories and foreign countries ; to
hold meetings of directors within or without the State; to have offices,
to hold, purchase, mortgage, or convey real and personal property both within
and without the State; to authorize voting by proxy in the election of direc-
378
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
tors; to classify directors; to permit the insertion in the articles of a provision
delegating the power to adopt by-laws to the directors; to remove directors;
to forfeit stock for non-payment of assessments ; to issue preferred stock ;
to permit cumulative voting by inserting provision therefor in the articles;
power to insert in the articles provision conferring upon the bondholders
right to vote in respect to corporate affairs, management, and consolidation
with other corporations (chap. 5, sees. 2, 3, 4, 5, 6, 7, S, 10, 12, 13, 16, 19,
40, 41, 42). The statute authorizes the directors to appoint an executive
committee of two or more directors from their own number (chap. 1, sec.
13).
5. Procuring the Charter. — The certificate of incorporation must be
subscribed by each of the incorporators, and is then presented to the judge
of the circuit court of the county or to a judge of the corporation, circuit
or chancery court of the city wherein the corporation is to be located, for
his certificate to the effect that it is executed according to law. When so
endorsed and when organization tax is paid, the certificate must be presented
to the State corporation commission, which is authorized to pass upon the
question whether the applicants have by complying with the requirements of
the law entitled themselves to the charter. If satisfied in this regard, the
fact is certified by them to the Secretary of the Commonwealth, and the
charter is recorded by him in the charter records. This done, the Secretary
of the Commonwealth certifies the certificate to the clerk of the circuit court
of the county or to the corporation court of the city wherein the principal
office of the corporation is to be located, or to the clerk of the chancery
court of the city of Richmond in case the principal office is to be lo ;
there. These officials are required to record the certificate in their offices
and to endorse the fact of such recordation upon the certificate. Whereupon
the said certificate with all endorsements thereon is returned by such last-
named official to the clerk of the State corporation commission, and lodged
with him. Corporate existence commences as soon as the certificate has been
lodged for record in the office of the Secretary of the Commonwealth (chap. 1,
sec. 3).
6. Corporate Indebtedness. — There is no statutory limitation upon the
amount of corporate indebtedness. (The statute expressly gives the right to
a corporation to create a bonded indebtedness. If provision is so made in the
articles of incorporation or by amendment thereto, voting powers in the cor-
poration may be granted to bondholders (chap. 5, sees. 4 and 29).
7. Organization Tax. — On capitalization of 950,000, or less, 810; over
|50,000, and less than 11,000,000, 20 cents for each thousand dollars or
fraction thereof; 81,000,000 or more, 8600. (The foregoing schedule does
not apply to transportation or transmission compai
8. Filing and Recording Feea. — The organization tax is payable to the
try of the < Commonwealth The following addil ional feea are ch i
81, for application of the Beal of, the cl mission to the certificate,
and 50 (■••lit- per pag for recording the charter in the office of
the Secretary of the Commonwealth. The registration fee as well as the
francfa payable annually on "r before March IbI of each year. The
annua! franchise tax is payable to the order of the Treasurer of Virginia,
ami forwarded to the auditor of public accounts at Richmond. Thi
no charge for the approval of the local Judge, or for obtaining bis certificate
to the effect that the certificate of incorporation i- executed according to law
The State charter commission oha 1 for certificate undei eal that the
379
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
applicants for a charter have complied with the requirements of law and are
1 to a charter. The Secretary of the Commonwealth makes no addi-
tional charge other than the charges referred to above for giving his
certificate to the clerk of the circuit court, as to the filing in his oifice
of the certificate of incorporation. The charges for riling and recording in
the local office (< . </. clerk of the State court), are the same as for the Secre-
tary of the Commonwealth given above. The State charter commission
makes no charge for finally lodging the certificate of incorporation in their
office. The Secretary of the Commonwealth charges <fl. 50 for issuing certifi-
cate of incorporation. The cost of certified copy of the certificate of in-
corporation is 50 cents per page, 50 cents for certificate, plus $1 for
application of seal when required under seal. There are no charges made for
filing and recording report as to officers, directors, etc. Under sec. 39, chap.
5, of the act concerning corporations, a report is required to be filed with the
charter commission. Under sec. 14, chap. 1, of the same act a report is
required to be filed with the clerk of the court. There is no charge as to the
report under sec. 39, chap. 5, of the Corporation Act, but a charge of 25
cents to the clerk of the court for the report under sec. 14, chap. 1,
is made. There is an additional charge of 50 cents per page where the
certificate of incorporation exceeds two pages in length.
9. Commencing Business. — Business may be commenced as soon as
the certificate has been recorded and approved as required by law, and
as soon as the minimum capital stock as fixed by the certificate of in-
corporation has been subscribed. The corporation must commence business
within two years from the time the charter is issued (chap. 1, sec. 3; chap.
5, sec. 1). Within thirty days after the first election of officers and directors
a report authenticated by the signature of the president or one of the
vice-presidents and the secretary of the corporation must be filed in the
office of the State corporation commission, stating character of its business,
corporate name, location, name of agent upon whom process may be served,
amount of its authorized capital stock, amount actually issued and outstand-
ing, names and addresses and terms of office of officers and directors and
date of annual meeting (chap. 5, sec. 39 ; chap. 1, sec. 14).
10. Organization Meeting. — The organization meeting should properly
be held within the State. The corporation must organize and commence
business within two years after granting of the charter (chap. 1, sec. 4;
chap. 5, sec. 51).
11. Meetings of Stockholders and Directors. — The annual meeting
of the stockholders must be held within the State. It would seem that
special meetings should likewise be held within the State. Directors' meet-
ings may be held within or without the State as the by-laws provide (chap. 5,
sec. 7).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least three directors, including the president, who must
be a director. The act provides for the appointment by the directors of an
executive committee to manage the business of the corporation (chap. 1, sec.
13 ; chap. 5, sec. 10).
b. Liabilities. — Directors are jointly and severally liable for any damage
resulting from their wilfully and fraudulently causing to be published or given
out a report of the condition or business of the corporation known to them to
be fab'- in any material respect. To enforce this liability action must be
brought within two years after the right of action accrues (chap. 5, sees. 26,
380
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
35). They are also liable for illegal declaration of dividends if they do not
dissent therefrom (chap. 5, sec. GO).
13. Stockholders' Liabilities. — Stockholders are only liable for their
unpaid stock subscriptions (chap. 5, sec. 9). No stock can be assigned on
the books of the corporation without the consent of the corporation until all
dues and debts are paid thereon (chap. 5, sec. 57). If the stock is assigned
before all stock subscriptions are paid thereon, the assignee is liable for any
instalments which have accrued or which may thereafter accrue under the
subscription agreement (Id.).
14. Stock Certificates. — Each stockholder is entitled to a certificate
signed by the president or one of the vice-presidents and the treasurer, or by
any two officers of the corporation thereto authorized by the board of direc-
tors (chap. 5, sec. 14).
15. Preferred Stock. — Preferred stock is expressly authorized by the
act. Provision may be made for the issuance of the same, either in the
original certificate or by subsequent amendment thereto. Preferred stock
may be issued if desired subject to redemption if desired three years after the
issue thereof at a price not less than par. Dividends thereon may be made
cumulative or non-cumulative as desired (chap. 1, sec. 2; chap. 5, sec. 13).
1G. Payment of Capital Stock. — Stock may be issued for money,
land, or other properly, real or personal, leases, options, mines, minerals,
mineral rights, patent rights, rights of way, easements, contracts, labors, or
services. The act provides that there shall be no individual liability on any
subscriber beyond the obligation to comply with his contract of subscription.
Corporations are expressly authorized to dispose of its stock for the purposes
of its incorporation, at such prices and for such consideration and on such
terms and conditions as it sees fit, provided, however, that the entire plan for
nance of stock together with the valuations placed upon the property to
be taken in exchange for stock shall be submitted to the State corporation
commission before the issue is made. The act further provides that the
judgment of the directors as to the value of the property taken in exchange
for stock shall, in the absence of fraud in the transaction, be conclusive.
For violating this provision a fine of $1,000 may be imposed, and judgment
entered therefor by the said corporation commission, which is given judicial
powers tor this purpose (chap. 5, sec. !»)•
17. Books. — Transfer books must be kept (chap. 5, sec. 18).
1 - Office and Agent. — Corporations must have a principal office within
be. In case the officers and directors are non-residents of the county,
city, or town where the principal office is Located, they rausl annually, by
written power of attorney, appoint Bome practising attornej of law resid-
ing therein as its attorney or agenl upon whom servi >f process may be
made who shall lie authorized to enter an appearance in its behalf. This
power of attorney must be recorded in the clerk's office of the circuit
court <>t' the county or the corporation or chancery court of the city where-
in the principal office of the corporatioi I. It must also be filed
offi( t' the 8i t the Commonwealth (chap. l. sec. 2; chap.
5, sees. 5, 39).
19. Reports. Companies incorporated under the general laws must,
within thirty day- after the annual meeting, file iii office of State corporation
commission a report stating name of the corporation, location, character of
business, authorized capital stuck, amount issued and outstanding, name and
addresses oJ officer! and directoi . date of next annual meeting. Every cor-
381
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
novation inu-i file with the State corporation commission by February 1st of
each year report of the amount of its maximum capital stock. Every corpo-
ration shall also at the time of paying its annual registration fee make to the
State corporation commission such report of its status, business, or condition
a< the State corporation commission sliall require. Non-compliance with
these provisions subjects the corporation to a fine of not less than $25 and not
more than $100 for each thirty days' default (chap. 1, sec. 3!)).
20. Anti-Trust Statute. — There is no anti-trust statute in force in
Virginia.
21. Statutory Grounds for Forfeiture of Charter. — Whenever the
principal purpose for which the corporation was formed has failed or the
management thereof is abandoned by its officers, or when operations under
the charter have been suspended or abandoned for a period of three years, or
tin' corporation has become insolvent, the charter of such corporation is liable
to forfeiture or may be dissolved (chap. 1, sec. 15).
22. Amendments. — At any time before the amount of stock fixed by
the incorporators shall have been subscribed, any alteration or amendment of
the original certificate may be had by complying with the provisions of the
act. The same right is given at any time after subscriptions have been com-
pleted but before the corporation is duly organized. After organization the
corporation may amend its charter for any purpose desired by complying with
the provisions of the act (chap. 1, sees. 5, 6, 7, 9, 10).
■J:). Extension of Corporate Existence. — There is no provision for
the extension of corporate existence after the expiration of the charter.
21. Dissolution. — The incorporators before the payment of any part of
the capital stock and before beginning business may surrender all their cor-
porate rights and franchises by following the steps prescribed in the statutes.
After organization on resolution of a majority of the board of directors with
the consent of two-thirds in interest of the stockholders the charter may be
voluntarily dissolved (chap. 1, sees. 11, 12, 15).
25. Annual Franchise Tax. — Before March 1st of each year every cor-
poration shall pay into the treasury of the State a tax assessed by the State
corporation commission as follows: With capital stock of $25,000 and under,
$10; over $25,000 and not exceeding $.";0,000, $20; over $50,000 and not
exceeding $100,000, $40; over $100,000 and not exceeding $300,000, $60; over
$300,000 and not exceeding $500,000, $100 ; over $500,000 and not exceeding
$1,1 ,000, $200; in excess of $1,000,000, $10 for each additional $100,000
or fraction thereof. Non-payment within the time required subjects the
corporation to a penalty of five per cent per annum (Acts of 1903, p. 182).
26. Annual Registration Fee. — All domestic corporations other than
charitable and foreign corporations doing business within the State shall pay
annually into the treasury of the State before March 1 of each year the fol-
lowing registration fee: With capitalization of $15,000 or under, $5; over
$15,000 and not exceeding $50,000, $10; over $50,000 and not exceeding
$100,000, $15; over $100,000 and not exceeding $300,000, $20; over $300,000,
$25. This fee is payable in addition to the annual franchise tax or other
taxes imposed upon the corporation. Failure to pay such fee for two years
and ninety days operates as revocation of the charter of the corporation
(Act of 1903, pp. ISO, 182).
•21 . Foreign Corporations. — Must file with Corporation Commission
appointment of agent upon whom process may be served, together with two
authenticated copies of their charter and a certificate of State Auditor showing
382
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
payment of license fees. Thereupon a license is issued. They are taxed the
same as domestic corporations upon their property within the State. Code,
sees. 1104, 1105. as amended by Laws of 1H03, chap. 242.
Slaughter v. Commonwealth, 13 Grat. 767 ; Nickels v. P. B. L. & S. Ass'n, 93 Va.
380; 25 S. E. 8 ; Goldsberry v. Carter, 100 Va. 438; 41 S. E. 858.
WASHINGTON.
(The references below are to Ballinger's Code and Statutes of Washington (1897), unless
otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Business Corporation Act of Washington is to be found in Ballinger's
Code, sees. 1250-4302 and acts amendatory thereof. Parties may incorporate
thereunder for manufacturing, mining, milling, wharfing, and digging,
mechanical, banking, mercantile, improvement, and building purposes, or for
the building, equipping, and managing water flumes for the transportation of
wood and lumber, or for the purpose of building, equipping, and renting
railroads, or constructing canals or irrigation canals, or engaging in any other
species of trade or business. (See Laws of 1003, chap. SI.)
2. Incorporators. — Two or more persons. There are no residential re-
quirements (sec. 4251).
Hastings v. Company, 29 Wash. 224; 69 Pac. 776.
3. Contents of the Articles of Incorporation. — The articles of incor-
poration must contain :
a. Name. — No name can be used similar to that of an existing domestic
corporation or of any foreign corporation that lias obtained a permit to do
business within the State (sec. 4251 ; Laws of 1903, chap. 84).
//. Purposes. — The objects for which the corporation is formed must be
Stated. The statute is construed by the Secretary of State to permit the
insertion of any number of purposes in the articles (sec. 1251).
c. ( 'apilal Stork. The amount of capital stock, which may be any amount
(sec. 4251).
il. Duration. — Time of existence, not to exceed fifty years (sec. 1-251).
>. Number of Shares.— It is not necessary to state the par yalue of Bhares,
and this may Ke any amount (sec 1251).
./'• 1 Number of trustees and names of those who shall manage
the concerns of the company for at leasl two and not more than sis months
(sec. 4251).
g. Domicile. — The name of the city, town, or locality in the county
in wh'eh the principal place of business of the company is to be located
(sec. 4251 )
1 Statutory Powers. — In addition to the statutory enumeration of
common law powers, the statute confers the following additional powers: The
right to ,ote by proxy, to remove trustees, to forfeit tock for non-payment <>f
nent, and ckholder in mining companies the right to inspect
property (sees. 1253, 1255, 1262; Laws of 1901, chap. 120).
Pai ona v. Company, 25 Wash, 492; 63 Pac. 765; Barto i». Nix, !•'> V
46 Pac. 1033.
5. Procuring the Charter. — The incorporators must subscribe and
acknowledge before an office) .mi hoi i/.-.i t., take acknowledgments the articles
383
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
Of incorporation in triplicate. One of these must be filed in the office o£ the
etan of State and another with the county auditor of the county in which
the principal place of business of the company is intended to be located.
A third copy should be retained by the incorporators (sec. 4251).
6. Corporate Indebtedness. — There is no limitation upon the amount ■
irporate indebtedness which a corporation may incur.
7. Organization Tax. — There is no organization tax in Washington.
8. Filing and Recording Fees- — To the Secretary of State, $10 for
filing fees ; $5 for issuing certificate of incorporation; 15 cents per folio for re-
cording articles with the county auditor; 10 cents per folio for filing. For
certified copy of articles, $5. If copies to be certified exceed twenty folios, a
charge of 15 cents per folio for such excess (sees. 4285, 4287, 4288).
9 Commencing Business. — Before commencing business and within
thirty days after it shall have filed its certificate of incorporation with the
county auditor of the county in which it has its principal place of business,
the corporation must file with the latter a statement sworn to by its president
and attested by its secretary and sealed with its corporate seal, containing a
list of all its officers and names and addresses and terms of office for which
they have been chosen (sees. 4259, 4260). Before business is commenced all
the capital stock must be subscribed.
City of Spokane v. Trustees, 22 Wash. 172; 60 Pac. 141.
10. Organization Meeting. — The organization meeting must be held
within thirty days after the certificate of incorporation is filed with the
county auditor as required by law. The meeting must be held within the
State, and statutory provision is made for calling the same (sees. 4255, 4258,
4260).
11. Meetings of Stockholders and Trustees. — There are no pro-
visions as to where meetings shall be held, except that meetings for the elec-
tion of trustees must be held at the principal place of business within the State.
Places for other meetings are fixed by the by-laws (sees. 4255, 4258, 4276).
12. Trustees' Qualifications and Liabilities. a. Qualifications. —
There must be at least two trustees who must be stockholders and one of
whom shall be a resident of the State of Washington, and a majority of them
citizens of the United States, and must take and subscribe to an oath of office
(sec. 4255).
h. Liabilities. — All trustees not formally dissenting to the declaration of
illegal dividends or to the unlawful withdrawal of any part of the capital
stock are jointly and severally liable to the corporation and to the creditors to
the full amount so divided or reduced or paid out (sec. 4265 ; see also Laws
of 1903, chap. 93).
13. Stockholders* Liabilities. — Stockholders are only liable to the
extent of their unpaid stock subscriptions (sec. 4262 ; Cons., Art. XII. sec. 4).
14. Stock Certificates. — Stock certificates must be signed by such
< (Beers as the by-laws prescribe.
15. Preferred Stock. — The act does not expressly authorize the issu-
ance of preferred stock.
16. Payment of Capital Stock. — Stock must be paid for in money
or money's worth. Special provision is, however, made in the case of mining
corporations. Where the amount of capital stock of such corporations con-
sists of the aggregate valuation of the whole number of feet, shares, or interest
in any mining claim within the State, no material subscription to the capital
384
SYNOPSIS-DIGEST OF INCORPORATION* ACTS.
stock is necessary, but each owner thereof shall be deemed to have subscribed
such an amount to the capital stock of the corporation as in its by-laws shall
represent the value of so much of his interest in said raining claim- or legal
title to which he may by deed or other instrument vest in the corporation for
mining purposes (sec. 4280; Cons., Art XII. sec. 0).
Dunlap v. Rauch, 24 Wash. 620 ; 64 Pac. 807.
17. Books. — Stock transfer books must be kept at all times at the
principal office of the corporation in the State (sec. 4269). These are open
to the inspection of stockholders.
State v. Company, 21 Wash. 451 ; 58 Pac. 584.
18. Office and Agent. — Every corporation must maintain an office
within the State and an agent to receive service of process (sec. 4251).
19. Reports. — Before the second Tuesday in January incorporators must
file with the auditor of the county where business is located a statement
showing names and addresses and titles of company's officers and terms of
office, and also, within thirty days of date of incorporating, must file a similar
report. No penalty for failure, and the provision is generally disregarded
(sees. 1259, 4260).
20. Anti-Trust Statute. — There is no anti-trust statute in force in this
State. The constitution, however, prohibits combinations to fix the price or
limit the production of commodities (Cons., Art. XII. sec. 22).
21. Statutory Grounds for Forfeiture of Charter. — The provisions of
law as to the bringing of information in the nature of quo warranto againsl
corporations will be found in Ballinger's Codes and Statutes (sees. 51 89, 5190)
22. Annual Franchise Tax. — On or before June 1st of each year every
corporation must pay an annual license fee of s 10 (sec. 4289).
l':;. Amendments.- The power of amendment only extends by express
enactment to the increasing and decreasing of capital stock and to change in
the location of the principal place of business (sees. 4251, Il'71, 4276; haws of
1899, chap. 106).
24. Extension of Corporate Existence. — Xo provision is made for the
extension of corporate existence.
25. Dissolution. — Corporal ions may be dissolved on vote of two-thirds
of all stockholders upon application to the courts, or by three-fourths vote of
all its members it may surrender its corporate powers (see. 1275).
26. Foreign Corporations. — Musi file with the Secretary of state certi-
fied copy of charter and appointment of resident agent to receive; service of
Shall pay a license fee of $10 each year (Laws of 1899, cha
sees. 1289 1294).
Whitman Ag Co v. Strand, 8 Wash. 647; 36 Pa • Edison Co. v. Canadian
Co., 8 Wash. 370 ; 36 Pac. 260; Rathbone, etc. Co. v. Frost, 9 Wash. 162; 37 Pac. 298
WEST VIRGINIA.
(The referencei below nr<- to the Code of West Virginia, 1899, chap . 69 54, ns amended
by Lawt "f 1901, chap.
1. Statutes under which Business Corporations may Incorporate
— The Business Corporation Ac! is to be found in the Code of Wei Virginia
(Laws of 1891, as amended in 1901), chap. 52, sees. 1 24 ; chap. 58, sec I 63;
chap. 54, sees l-H'-). Domestic corporations :u<- divided into two principal
25 385
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
Resident corporations, whose principal business and chief works are
to be located within the State; and non-resident corporations, whose principal
business and chief works are to be Located without the State. No corporation
can be incorporated for the sole purpose of purchasing real estate in order to
soil the same for profit (Code 52 : 3, as amended by Laws of 1901, chap. 35,
and Laws of L903, chap. 3).
2. Incorporators. — Five or more persons. There are no residential
requirements (Code .~>1:(>).
Cramlish Admr. v. Ry. Co., 40 W. Va. 627 ; 22 S. E. 90.
3. Contents of the Agreement of Incorporation (Non-Resident Cor-
porations). The agreement of incorporation must contain :
a. Name. — Similarity of corporate names forbidden (Code 54 : 6, sub. 1 ;
see also Code 53 : 11 ; Laws of 1903, chap. 3, sec. 3).
b. Domicile. — Location of its principal place of business and its chief
works (Code 54: 6, sub. 2). The principal office need not be within the
State. (See Code 53 : 46.)
c. Purposes. — Objects for which the corporation is formed. Any num-
ber of purposes may be inserted (Code 54 : 6, snb. 3).
d. Capital Stock. — Amount of total authorized capital stock, number of
shares and par value thereof, and the amount of the same paid in. If pre-
ferred stock is desired, the terms on which the same is issued must be set
forth (Code 54 : 6, sub. 4; see also Code 53 : 17, as amended by Laws of 1901,
chap. 35). Capitalization and par value of shares may be any amount (Code
53 : 15).
e. Stock Subscriptions by Incorporators. — Names and post-office addresses
of the incorporators and the number of shares subscribed for by each (Code
54 : 6, sub. 5). There must be at least five bona fide stockholders, who are
required to pay in ten per cent of their subscriptions forthwith (Code 53 : 17,
25).
/. Duration. — Period of corporate existence not to exceed fifty years
(Code 54 : 6, sub. 6 ; see also Code 54 : 11, as amended by Laws of 1901, chap.
35).
g. Provisions for Regulation of Corporate Affairs. — Any provisions de-
sired may be inserted for the regulation of the business and for the conduct
of the affairs of the corporation, or denning, limiting, or regulating the
powers of the corporation, the stockholders, and directors (Code 54: 6, sub. 7).
h. If the corporation desires to hold more than ten thousand acres of land
in West Virginia, the agreement must set forth the maximum number of acres
it desires to hold (Code 54 :G).
4. Statutory Powers. — In addition to a statutory enumeration of the
common law powers of corporations (Code, chap. 52, sec. 1), the following
additional powers are granted : To subscribe with the consent of the stock-
holders for the stock of other corporations ; to vote by proxy ; to transact
business in other States and countries ; to hold its organization, stockholders ',
and directors' meetings outside of the State; to purchase its own stock ; to
transfer all its assets ; to issue its stock for property or services ; may have
an office, own property, and carry out the corporate purposes without the
State ; cumulative voting in the election of directors is mandatory; to appoint
an executive committee from the board of directors; to forfeit stock for non-
payment of assessments; to remove directors, and to issue preferred stock
and bonds (Code 52 : 1 ; 52 : 3 ; 53 : 3 ; 54 : 6 ; 54 : 23 ; 53 : 18 ; 54 : 83, as
380
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
amended by Laws of 1901, chap. 35; 53:24; 53:42; 53:44; 53-53; 53-16-
54 : 82 c, sub. 11.
Cross v. Ry. Co., 35 W. Va. 174 ; 12 S. E. 1071.
5. Procuring the Charter. — The agreement of incorporation must be
signed and acknowledged by each of the five incorporators. Each incorpo-
rator must be a subscriber for at least one share of stock. Two of the
incorporators must give their affidavit that the amount stated therein to have
been paid on the capital stock has been in good faith paid in for the purposes
of the business of the intended corporation and with no intention or understand-
ing that the same shall be withdrawn. The original agreement of incorpora-
tion must be filed in the office of the Secretary of State. Within three months
therefrom a certified copy thereof must be recorded in the office of the clerk
of the county court where the principal office is, or wherein the resident
agent resides (Code 51 : 6-9 ; 54 : 20, as amended by Laws of 1901, chap. 35).
Greenbrier Ex. v. Rodes, 37 W. Ya. 738 ; 17 S. E. 305.
G. Corporate Indebtedness. — There is no statutory limitation upon the
amount of indebtedu sss which t lie corporation may incur.
7. Organisation Tax. — The organization tax is in fact the first year's
animal tax. The statute distinguishes between resident and non-resident
corporations in the matter of organization taxes. Resident corporations are
those whose principal place of business and chief works are to be located in
West Virginia. Non-residenl corporations are those whose principal place of
business arid chief works are located outside of West Virginia. For both
classes of corporations the license year begins May 1st. On every certificate
issued after August 1st the State only collects one-tenth of the annual license
tax for each month or fraction thereof for the remainder of the license year,
but in no case to be less than $5 for resident, $10 for non-resident corporal inns.
However, if the charter issues on or after March 1st, then in addition to the
proportionate tax for the remaining two months, there must be paid also a
tax for the full license year beginning May 1st thereafter. For resident cor-
poral ions the annual license tax is as follows : Where the authorized capital is
110,000 or less, $10 ; up to $25,000, 815; up to $50,000, $2 I ; up to 8100,000,
|25; for each additional 81,000 up to 81,000,000, 5 cents per thousand.
Where the capital stoci is more than 81,000,000, the tax is $7i>, an I
additional for e\ 10,000 or fractional part there if over the first million
:. as amended by Laws of L901, chap. :;:>; Laws of L903, chap. 3).
For non-residenl corporations tin- annual licens ■ tax is as foil m i For any
amount up to §25,000, $20 ; up to $100,000,850; up to $1,000,000, $50, and
r thousand on each $1,000 or fractional part thereof iu ex
$100,000. Where the capitalization does nol exceed $2,000,000, the tax is
8410 plus 30 cents per thousand on each additional 8100,000 or fractional pari
• of $1, i.ooo. Where the capitalization does nol exceed
$3,000 000, the tax if $710, plu I on each ado •
$100,000 in i ici oi 10 Where the capitalization does nol i I
$4,000,000, th" tax i- $910, plus L0 cents per thou and on each additional
$100,000 or fractional pari thereof in 1,000. Where the
capitalization is over $4,000,000, the tax 1 (1,010, and $50 on each 1 1,000,000
or fractional pari thereof in excess of $4,00 ended
by Laws of 1901, ch i] ■ of 1903, cha]
8. Filing and Recording Fees. To the Secretary of State for charter,
387
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
|6; certified copy of agreement of incorporation, $5 ; to filing and recording
power of attorney to art, as resident agent in Secretary of State's office, $5;
for filing ami recording same in county clerk's office, about $1.25, agreement
of incorporation, $_, if it does not exceed four hundred words; if over that,
:> cents for each additional thirty words.
9. Commencing Business. — The corporation must hold its organization
meeting within six months after the issuance of the certificate of incorpora-
tion. Within thirty days after organization an agent within the State must
1»." appointed upon whom process may be served. Business must be com-
menced within one year from time charter is issued (Code 53 : 6 and 54 : 15,
as amended by Laws of 1901, chap. 35).
10 Organization Meeting. — May be held within or without the State
(Code ol : 15, 23).
11. Meetings of Stockholders and Directors. — If the by-laws so pro-
vide, any stockholders' or directors' meetings may be held without the State.
Otherwise they must be held within the State (Code 54:23; see also Code
53 : 51, as amended by Laws of 1901, chap. 35).
12. Directors' Qualifications and Liabilities. a. Qualifications. —
There must be at least five directors, unless the by-laws otherwise prescribe.
Unless otherwise provided by the by-laws, directors must be stockholders
and residents of the State (Code 53 : 49).
b. Liabilities. — Assenting directors are jointly and severally liable to
creditors for the illegal declaration of dividends, to the extent of the capital
illegally withdrawn in this manner (Code 53 : 40).
13. Stockholders' Liabilities. — Stockholders are liable to creditors to
the amount of their unpaid stock subscriptions. They are also liable to
creditors to the extent of any illegal dividends received by them (Cons., Art.
II. sec. 2 ; Code 5:5 : 22, 40).
1 1. Stock Certificates. — Must be signed by the president or vice-presi-
dent and such other officers, if any, as the board of directors may direct. The
certificates must show the amount paid on each share (Code 53 : 35, as
amended by Laws of 1901, chap. 35).
15. Preferred Stock. — The act specifically provides that preferred stock
may be issued either by providing for it in the certificate of incorporation, or
by resolution adopted at a general meeting of the corporation (Code 53 : 61;
Code 54: 6, as amended by Laws of 1901, chap. 35).
16. Payment of Capital Stock. — The statute provides that at least ten
per cent of the par value of each share shall be paid at the time of such sub-
scription, and the residue as required by the board of directors or the commis-
sioners having control of the subscription. Stock in corporations other than
mining and manufacturing shall not be sold or disposed of at less than par,
except by a vote of three-fourths of all the stock of the corporation outstand-
ing after the advertisement of such intention. But mining or manufacturing
corporations may issue stocks or bonds, and negotiate the sale of the same, in
payment for real and personal property, at such price and upon such terms
and conditions as may be agreed upon by the owners and the directors or
stockholders. All stock so issued shall be fully paid, and not liable for any
further call or assessment, and in absence of actual fraud in the transaction
the valuation placed by the directors upon the property so purchased shall be
conclusive (Code 53 : 25, 52 : 24, as amended by Laws of 1901, chap. 35).
Richardson v. Graham, 45 W. Va. 134 ; 30 S. E. 92.
388
SYNOPSIS-DIGEST OP INCORPORATION ACTS.
17. Books. — Xo books are required to be kept in the State (see Code
53:47, 54).
18. Office and Agent. — Every non-resident corporation must, within
thirty days after its organization, execute a power of attorney appointing a
resident agent upon whom service of process may be made. This power of
attorney must be filed in the office of the Secretary of State, and in office of
the county clerk where the attorney resides (Code, chap. 54, sec. 24 I.
19. Reports. — The board of directors must make an annual report to the
stockholders of the condition of the corporation. They must also within
ninety days after the first election, and after every annual meeting thereafter,
make a report giving the names and post-office addresses of the president and
secretary, and post-office address of the principal office of the corporation. A
penalty is provided for not making this report (Code, chap. 53, sec. 4G, as
amended by Laws of 1901, chap. 35).
20. Anti-Trust Statute. — There is no anti-trust statute in force in West
Virginia.
21. Annual License Tar. — Is the same amount as the organization tax
already set forth. It becomes due and payable on May 1st of each year. The
penalty for not paying the tax before September 1st is $5. After September
1st an additional one per cent for each month such failure continues, together
with costs of publication, etc., is exacted (chap. 19, sec. 4).
22. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited on the following grounds :
(1) For failing to have five stockholders for a period of six months (Code,
chap. 53, sec. 17).
(2) Fur failure to pay license tax (Code, chap. 32, sec. 90, as amended by
Laws of 1901, chap. 35; Laws of 1903, chap. 4).
(3) For suspension of business for two years (Code, chap. 53, sec. 7).
(1) For failure to organize and commence business within one year after
incorporation (Code, chap. 53, sec. 6, as amended by Laws of 1901, chap. 35).
(5) For misuse or abuse of charter (Code, chap. 109, sees. 6-12).
(6) Where the certificate has been obtained for a fraudulent purpose, or
for a purpose not authorized by law (Code, chap. 109, sees. 6-12).
(7) For failure to appoint resident agent as required by law (Cod'', chap.
51, sec. - I ) .
23. Amendments. — Charter may be amended for any purpose desired by
Complying with the provisions "f law relative thereto (Code, chap. .Tl, sec. 10,
as amended by Laws of 1901, chap. 35; Laws of 1903, chap. 8, sec. 5).
24 Extension of Corporate Existence. — May be extended upon com-
pliance with the statute for an additional period of fiftj rears (Code 54, ec
11, ae amended by Laws of 1901, chap. 35)
25. Dissolution. A majority of the stockholders may ai any time ai a
meeting resolve to discontinue the corporate and may divide the
property and assets thai maj remain after paying the debt and liabilil
the corporation. Before a certificate "f dissolution shall issue all State
paid. Not lee than one-third in interest of the tock-
holders <>f a corporation desiring to wind up its affairs may petition the courl
of chancery in the county in which the principal office or place ( .f bu
is situated ; bul if there be do such office or place "f business in the
the, may petition the circuit courl "f the county in which the other
holders, <>r any on more of them re ide, stating tl rounds of their
application. The chartei may also be voluntarily surrendered before organ-
389
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
isatioD (Code, chap. 53, seo. .">t>; chap. r>3, sees. 57-59; chap. 53, sec. 6, as
amended by Laws of 1901, chap. 35; Laws of 1903, chap. 3, sec. 1).
26. Foreign Corporations. — Foreign corporations must tile in the Secre-
tary o\ State's office and in the office of the county clerk of the county where
the principal office is located, a copy of the charter, and a certificate of au-
thority to do business from the Secretary of State. It must also file with the
ny of State a written acceptance of the condition that it will exercise
its powers subj set to same conditions imposed upon domestic corporations. It
niusi also appoint a resident agent upon whom process may be served, which
must be filed with the Secretary of State and with county clerk on or before
March 1st. An executive officer of such foreign corporations must file a sworn
report with the State Auditor showing the name of such corporation, where
and when incorporated, names of officers, capitalization, the amount of prop-
erty owned and used within the State, and the proportion it bears to the total
capital stock. If the corporation has property to the amount of $5,000 em-
ployed within the State, it is entitled to pay the same license fee as is imposed
on resident domestic corporations. No such corporation, however, shall pay
an annual license tax of less than $100 (chap. 32, sec. 88; chap. 54, sec. 30, as
amended by Laws of 1903, chap. 3).
Toledo, etc. Co. v. Thomas, 33 W. Va. 566 ; II S. E. 37 ; B. J. Co. v. Scherr, 510
W. Va. 533 ; 40 S. E. 514; Floyd v. N. L. & I. Co., 49 W. Va. 327 ; 38 S. E. 653.
WISCONSIN.
(The references are to the Wisconsin Statutes of 1898, unless otherwise stated. They are
published in two volumes, and are edited and annotated by Sanborn & Berryman.)
1. Statutes under which Business Corporations may incorporate.
The Business Corporation Act is found in the Revised Statutes of Wisconsin
(1898), sees. 1748-1791 in. Special acts are provided for banking, insurance,
railway construction and operation companies, and plank and turnpike roads.
2. Incorporators. — Three or more. All must be residents of the State
(R. S., sec. 1771).
3. Contents of the Certificate of Incorporation. The certificate of
incorporation must contain:
a. Purposes. — Any number of the classes specified (R. S., sec. 1771).
State ex rel. Lederer v. Company, 88 Wis. 512; 60 N. W. 796.
b. Name. — Similarity of names not forbidden. Cannot use the names
of individuals in the manner in which they are ordinarily used in copartner-
ships (R. S., sec. 1772, sub. 2).
I. O. of F. t\ Commissioner, 98 Wis. 94 ; 73 N. W. 326.
c. Domicile. — Location within the State (R. S., sec. 1772).
d. Capital Slock. — Amount, number of shares, and par value of same
(R. S, sec. 1772).
e. Directors and Officers. — Designation of general officers and number of
directors. There must be at least three directors, and they may be divided
into classes if desired (It. S., sees. 1776, 1772, sub. 4).
/. Duties of Officers. — Principal duties of the several officers respectively
(It! S., sec. 1772, sub. 5).
g. Membership. — Method and conditions upon which members shall be
accepted, discharged, or expelled (R. S.,sec. 1772, sub. 6).
390
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
h. Regulation of Corporate Affairs. — Provisions for the interests of the
corporation, the acknowledgment of the purposes thereof (sec. 1772, sub. 7).
Ford v. Hill, 92 Wis. 188; 66 N. W. 115.
i. Corporate Existence. — Duration maybe inserted if desired; otherwise
unlimited.
/. Organization Meeting. — Time and place for first meeting for election of
officers (R. S., sec. 177-5).
i. Statutory Powers. — In addition to a very full statutory enumeration
of the "common laws" and" incidental powers" the act provides for the
following additional powers: A limited power to hold stock in other cor-
porations ; to vote by proxy ; to issue preferred stock ; to acquire the lights,
privileges, or franchises conferred upon any person by the law of the State
where the same would be in direct aid of the corporation's business : may
establish a sinking fund for the payment of corporate debts, classify directors,
and hold stock in other corporations; may sell all of its property (R. S.,
sees. 1748, 1751, 1757, 1759 a, 1760, 1775; Laws of 1899, chaps. 100. 198;
Laws of 1903, chap. 12).
N. M. T. S. Co. No. 2 v. Bishop, 103 Wis. 492 ; 79 X. W. 785 ; Marvin v. Anderson,
1 1 1 Wis. 387 ; 87 X. W. 226.
5. Procuring the Charter. — The articles of association duly signed and
acknowledged, or a true copy thereof, verified as such by the affidavits of
two of the signers thereof, must be first filed in the oflice of the Secretary of
State. A like verified copy and certificate of the Secretary of State showing
the date when the articles were filed and accepted, iiiu.-~t within thirty days
thereafter be recorded by the register of deeds of the county where the cor-
poration is located. No corporation shall have a legal existence until such
articles have been so left for record. The organization tax must be paid to
tip- Secretary of State at the time the articles are presented to him fur tiling
( It. S., >ec 1773, as amended by chap. 238, Session Laws of 1901). Business
cannot be commenced until one-half of the capital stock is subscribed and
twenty per cent paid in (R. S., sec. 1773).
Attorney General <-. Company, 35 Wis. 425 ; B. P. Co. v. Rose et al., 95 Wis. 145 ;
70 N. W. 302; Slocum v. Head, 105 Wis. 431 ; 81 N. W. 673.
6. Corporate Indebtedness. — Bonds can only be issued for money, labor,
or property estimated at it> true money value, equal to seventy-five per cent
of tin- par value thereof (R. S.. sec. 1758). There L no statutory limitation
upon the amount of corporate indebtedness.
7. Organization Tax. — For tiling articles of beet Sugar or dair\ coin
] .aiiie-,. flO; for filing articles of companies formed for the purpose of mining,
smelting, and owning mines and minerals in the State of Wisconsin, 125, if
the capitalization i i 925,000 or less, and 91 for each additional f 1,000 capital
izatiorj up to 9150,000 ; and for all such corporations with a capitalization in
' 100, a fee of $150. For all other business corporations the tax
is 925 if the capital Btock is 925,000 or lea ; if in 000, there is
an additional tax of $1 for each additional thousand dollars of capitali
(It. s., sec. 177l'. as amended by chap. 238, v >- ion Laws of 1901).
8. Filing and Recording Fees. - I'lieir are n., foes for filing article in
the office of the S i State other than the payment of the organizat ion
tax. For certified copy of article of incorporation the charge i B5
It. Commencing Business. —Corporations cannot, transact I'll mess cx-
[NCOBPORATION AND ORGANIZATION OF CORPORATIONS.
eepl with its members, until one-half of the authorized capital stock is sub-
Boribed, and twenty per oent thereof actually paid in(R. S.,sec. L778). Business
must be commeuced within one year after articles are tiled (11. S.,sec. 1763).
lii. Organization Meeting. — Must be held within the State. It cannot
be held until one half of the capital stock has been subscribed (R. S., sec.
177'.). Until organization the incorporators have by statute direction of the
affairs of the corporation (Id.).
Heath v. Company, 39 Wis. 146.
11. Meetings of Stockholders and Directors. — Stockholders' meet-
S must he held within the State (R. S., sec. 1762). Directors' meetings
may he held without the State if the by-laws so provide (R. S., 1776).
12. Directors' Qualifications and Liabilities, a. Qualifications. — There
must be at least three directors, all of whom must be stockholders (R. S.,
sec. 1772, sub. 4, sec. 1776). There are no residential requirements.
b. Liabilities. — Directors are liable for illegal declaration of dividends and
for transacting business before one-half of the capital stock is subscribed for,
and twenty per cent actually paid iu (R. S., sees. 1765, 1773).
Gores v. Day, 99 Wis. 276 ; 74 N. W. 787.
13. Stockholders' Liabilities. — Stockholders authorizing the transac-
tion of business before half of its authorized capital is subscribed and twenty
per cent paid in, are liable for debts of the corporation incurred prior thereto
(R. S., sees. 1755, 1756, 1773). They are also personally liable to the amount
of the stock held by them for wages due clerks, servants, and laborers, for ser-
vices performed for a period not exceeding six months in length (R. S., sec.
1769). They are also liable for the debts of the corporation to the extent of
their unpaid stock subscriptions (R. S., sec. 1756). They are also liable to
existing creditors to the extent of any diminution of capital stock (R. S.,
sec. 1755 ; see also Laws of 1901, chap. 129).
Sleeper v. Goodwin, 67 Wis. 577 ; 31 N. W. 335 ; Clokus v. Company, 92 Wis. 325 ;
66 N. W. 398.
11. Stock Certificates. — Certificates are ordinarily signed by the presi-
dent and secretary (R S., sec. 1751).
15. Preferred Stock. — Provisions may be made for preferred stock
either in the charter or by unanimous vote of the stockholders at any time
thereafter (R. S., sec. 1759a; Laws of 1903, chap. 109).
16. Payment of Capital Stock. — Stock can be issued only for money,
labor, or property estima^ad at its true money value, equal to the par value
thereof. All fictitious increase of the capital stock is void. An exception is
made in the case of stocks listed on the stock exchanges of New York, Chicago,
Boston, and Philadelphia (R. S., sec. 1753; Laws of 1899, chap. 193).
Fir>t Ave. Land Co. v. Parker, 111 Wis. 1 ; 86 N. W. 604; Shaw v. Gilbert, 111
Wis. 165; 86 N. W. 188.
17. Books. — Stock books and books of account must be kept by the
corporation at its principal office in the State (R. S., sees. 1750, 1757). The
former are open to the inspection of stockholders and creditors.
1 8. Office and Agent. — Every business corporation must have its prin-
cipal office in the State, and its managing officer or superintendent shall also
reside therein (R. S., sec. 1750).
19. Reports. — Must within ten days after election of its officers file in
392
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
office of register of deeds of county in which the corporation is located, and
where its articles of incc rporation are recorded, a list containing name of its
president, vice-president, if any, secretary, cashier, or managing agent, upon
whom service of process may be made (R. S., sec. 1775 b).
20. Anti-Trust Statute. — There is a rather stringent anti-trust statute
in force in Wisconsin. (See R. S., sees. 1717 e, i, g, 1791 j. k, 1, m.)
21. Annual License Tax. — There is no annual license tax.
22. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for failing to keep an office and a managing officer or superintend-
ent within the State (R. S., sec. 1750) ; for entering into illegal trusts (sec.
1791 j, k, 1) ; also where charter is procured upon some fraudulent suggestion
or enactment (R S., sees. 3240, o241). If a corporation remains insolvent or
neglects to pay its debts or suspends its ordinary business for one year, it is
deemed to have surrendered its charter, and shall be adjudged to be dissolved
(R. S., sec. 176:)).
Phillips v. Albany, 28 Wis. 340 ; State ex rel. Cornish v. Tuttle, 53 Wis. 45 ;
9 N. W. 791 ; Attorney General v. Company, 93 Wis. 604 ; 07 N. W. 1138.
23. Amendments. — Charter may be amended in the following respects :
Modification or enlargement of its purposes; changing its name or location ;
increase or diminish its capital stock ; change its officers or number of directors,
or to provide anything which might have been provided for in its original arti-
cles (R. S., sees. 1771, 1790; Laws of 1901, chap. 238).
Wood v. Ass'n, 63 Wis. 9 ; 22 N. W. 756.
24. Dissolution. — Corporation may be dissolved by two-thirds vote of
capital stock, at a meeting called for the purpose (R. S., sec. 1789). The
charter may also be surrendered before organization (R. S., sec. 1773).
Hinckley et al. v. Pfister et al, 83 Wis. 64 ; 33 N. W. 21.
25. Extension of Corporate Existence. — There is no provision for ex-
tension of corporate existence.
26. Foreign Corporations Foreign corporations must file a copy of
articles of incorporation in officeof Secretary nf state, accompanied by a sworn
statement of an officer of the corpora! ion stating the proportion of capital stock
represented in the State of Wisconsin by its property located and business
transacted therein, and shall pay a t'> £$25 to the State if the capital stock
bo repn »,000 or Less, and an additional SI for each additional
id dollars of capital stock ill S., sec. 1770 a and b, as amended; Laws
of L901, chaps. 351, 399, and 134, Bee. 1).
State i - rel. Drake v. Doyle, m Wis. 17.".; Ashland Lu in her ( !o. V. Detroit Salt Co.,
114 Wis. 66; B9 X. W. 904.
WYOMING.
(The references below are to the B ■• ol Wyoming, 1899, unless otherwise stated.)
1. Statutes under which Business Corporations may incorporate. —
The Busim j Corporation Act is found in B IS ituti E Wyoming, 1899,
[029 3079, 325 I of L901, chap. B8 I Under it
corporations may be formed for carrying on any kind of manufacturing,
mining, chemical, merchandising, or mechanical bu ine 3, constructing wagon
393
ORPORATION AND ORGANIZATION OF CORPORATIONS.
roads, railroads, telegraph lines, digging ditches, building flumes, mining
tunnels, dealing in real estate or carrying on any business designed to aid in
the industrial or productive interests of the country.
2. Incorporators. — Three or more. No residential requirements (II. S.,
sec. 8029).
Durlacher i>. Frazer, 8 Wy. 58 ; 55 Pac. 300.
;;. Contents of the Certificate of Incorporation. The certificate must
set forth :
a. Name. — (Similarity of names not expressly forbidden by statute, but
Secretary of State will not allow the use of any name already adopted by an
existing domestic corporation.)
b. Purposes. — Object for which the company is formed. Under the Con-
stitution (Art. X. sec. G) no corporation can have power to transact more than
one general line or department of business, which shall be distinctly specified
in its charter of incorporation.
c. ( 'apital Slock. — Amount thereof (unlimited by law). If preferred stock
is to be issued, this must be set forth (R. S., sec. 3042).
(/. Duration. — Term of existence not to exceed fifty years.
e. Number of Shares. — Number and par value of shares (par value may be
any amount).
f. Trustees. — Number and names of the board for the first year.
g. Domiciliary Office. — Name of the town and county in which the opera-
tions of the company shall be carried on. More than one locality may be
named if desired. If it is to transact business outside of the State, this must
also be set forth (R. S., sees. 3029, 3033, 3034).
//. If trustees are to adopt by-laws, provision therefor must be made in the
certificate.
4. Statutory Powers. — In addition to a statutory enumeration of the
common law powers, the law provides for the following additional powers:
To hold stock in such other corporations as are subsidiary to and contribute to
the objects and purposes of the corporation ; to issue preferred stock; to pur-
chase mines, manufactories, and other appropriate property in exchange for
capital stock ; to vote by proxy; mining companies may construct and oper-
ate railways, tramways, and wagon roads for their own particular purposes ; to
transact business outride of the State (R. S., sees. 3032, 3034, 3035, 3040,
3041, 3046, 3059, 3078, 3079).
5. Procuring the Charter. — The incorporators must sign and acknowl-
edge duplicate certificates of incorporation before some officer competent to
take acknowledgments. One of these must be filed with the county clerk of
each county wherein the business of the corporation is to be carried on. The
Other must be filed in the office of the Secretary of State, to whom the organ-
ization tax must first be paid. After the Secretary of State has filed and re-
corded the same in his office, corporate existence commences. Within ninety
tfter filing certificate of incorporation with Secretary of State an addi-
tional certificate must be filed with same official signed by the president or
secretary designating the location of the domiciliary office and the name of the
agent in charge thereof and upon whom process may be served (R. S., sec. 3029,
3030, 3032; Laws of 1903, chap. 53).
o'. Corporate Indebtedness. — The indebtedness shall at no time exceed
amount of the capital stock (R. S., sec. 3049, 3053).
7. Organization Tax. — Capital stock not exceeding $5,000, $5 ; over
394
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
$5,000 and not exceeding $100,000, |10 ; over 8100,000, $10, and 5 cents ad-
ditional for each §1,000 in excess of $100,000 (sec. 3030).
8. Filing and Recording Fees. — The payment of the organization tax-
includes filing and recording fees of the Secretary of State. The fee for re-
cording in local county office approximates $2.50. For filing certificate of
agency. $2.50. (See sec. 3031.) To Secretary of State for issuing certified
copy of articles where copy is furnished, $1. (See Laws of 1899, chap. 69.)
9. Commencing Business. — May commence business as soon as certifi-
cate of incorporation is filed and recorded in the office of the Secretary of
State (R. S., sec. 3032).
10. Organization Meeting. — Should be held within the State (sees. 3035,
3036).
1 1 . Meetings of Stockholders and Directors. — The act does not author-
ize meetings of stockholders to beheld without the State. Directors' meet-
ings may be held wherever the by-laws prescribe (R. S., sees. 3035, 3036).
12. Trustees' Qualifications and Liabilities, a. Qualifications. — There
must be at least three and not more than nine trustees. All must be stock-
holders. There are no residential requirements (11. S., sec. 3035).
b. Liabilities. — Trustees are personally liable for payment of corporate
debts, where they participate in an illegal declaration of a dividend, or in the
creation of corporate indebtedness in excess of the capital stock (R. S., sees.
3048, 3019).
13. Stockholders' Liabilities. — Stockholders are only liable to creditors
for their unpaid stock subscriptions (It. S , sec. 3045).
14. Stock Certificates. — Must be signed by such officers as the by-laws
prescribe.
15. Preferred Stock. — May be provided for in the certificate of incorpo-
ration, or may be issued thereafter by the unanimous consent of all the stock-
holders (R. S., sees. 3041, 3042).
16. Payment of Capital Stock. — Capital stock may be issued in ex-
change for mines, manufactories, and other necessary property to the amounl
of the value thereof. The act specifically provides thai stock so issued shall
be taken to be full stock, and the holders thereof shall not be liable thereon
either to the corporation or to creditors ( R. S., sec. 3046). Within thirty days
after tin- payment of the last instalment of capital stock the presiden
a majority of the trustees must make record in the office of the register of
deeds of the county where the principal business is carried on, a certificate
Btating the amount of the capital bo fixed and paid in (R. 8., sec. : mi7).
17. Books. - Tii-re is no provision as to what books must be kepi other
than the stock book (It. S., sec. 3055). Fifteen per cenl of the stockholders
may demand a statement of the company's affairs from the treasurer (R. S.,
B ■<•. 3057).
18. Office — Tin- corporation must maintain an office within the
(R s. B ec8. 3029, 3033, 3034).
19. Reports. — There are no annual reports to be made. Statement of
conditions of corporate affairs musl I"- published bj treasurer on written re-
que i of fifteen per cenl of stockhold* I R S. ec 8057).
20. Anti Trust Statute.- There i no antitrust statute in force in
Wyoming. Tin- eon titution h \ forbids consolidation
or combination to prevenl compel ition, etc.
21. Statutory Grounds for Forfeiture of Charter. — The charter may
be forfeited for non-user and misuser of ii^ corporate franchises and privileges
395
[INCORPORATION AND ORGANIZATION OP CORPORATIONS.
(R. S., Bee. 1214). Also Tor failing to file certificate of agent and place of
business (Laws of L908, chap. 53).
22. Amendments. — The charter may bo amended by complying with
•the provisions of the act in that respect as follows : Change of name, change
in uumber of trustees, increase or decrease of capital stock; to extend or
change the corporate business (R. S., sees. 3029,3053-3056).
23. Annual License Tax. — There is no annual license tax.
24. Extension of Corporate Existence. —No provisions for this in the
act.
25. Dissolution. — By a termination of its period of existence ; and vol-
untarily l>v a two-thirds vote of the stockholders, whereupon the trustees
become trustees for the creditors and stockholders (R. S., sees. 3255-3264
inclusive).
Inter. Trust Co. v. Company, 3 Wy. 803; 31 Pac. 408.
26. Foreign Corporations. — Must file with the Secretary of State and
register of deeds copy of charter, or, if incorporated under general law, copy
of certificate of incorporation and of such incorporation law, and appointment
of agent upon whom service of process may be made. They must pay same
tax for filing certificate as is required of domestic corporations. No annual
license fee and no reports to make (R. S., sees. 3265-3270 inclusive). They
must also accept the provisions of the Wyoming Constitution (R. S., sec. 3058 ;
see also Laws of 1901, chap. 83).
SUPPLEMENT TO PART II.
DOMINION OF CANADA.
1. Capital Stock — May be any amount. Par value of shares may be
any amount.
2. Duration. — Charters are all of perpetual duration.
3. Application for Charter Patent. — Must set forth: Corporate name;
purposes ; location of business in Canada ; amount of capital stock ; number
of shares and par value of each ; name, address, and business of each incor-
porator ; names of provisional directors from among the incorporators ;
amount of subscriptions and amount paid thereon by each incorporator, how
paid, and how held for the company.
4. Commencing Business. — A notice giving short particulars of the
company must first be published in the Canada Gazette. The application for
letters patent may be presented one month after expiration of such notice,
and must lie signed by at least five persons and filed with the Secretary of
State, who must issue letters patent to the company before it can commence
business. Application is accompanied by an agreement in duplicate under
seal, between the incorporators, giving name of company, capital stock, shares
and value of each, and covenanting to subscribe and take the respective
amount of stock set opposite their names. No definite amount need be sub-
scribed or paid in before obtaining charter. Before commencing business ten
per cent of the authorized capital stock must be subscribed and paid in.
■•• of granting charter is published twice in the Gazette.
5. Payment of Subscription. — May be made in money or property.
396
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
6. Cost of Incorporating. — Organization fees are : For capitalization
less than §20,000, §.30 ; over that and less than $50,000, $150 ; to less than
$100,000, $200; to less than $150,000, $225; to less than $200,000, $250; to
less than $300,000, $300; to less than $400,000, $325; to less than $500,000,
$350; to less than $600,000, 8375; to less than §700.000, 8100; to less than
$800,000,8125; to less than $900,000, $150 ; to less than $1,000,000, $475 ;
when $1,000,000, §500; for every additional million dollars or part thereof,
§100. For increase of capitalization, fee is as above, but on increase only.
Publication of notice. $8 to -510.
7. Annual License Fee. — There are no annual license fees exacted by
the Dominion Government.
8. Amendments. — Amendments to charters can be obtained by supple-
mentary letters patent on petition to the Secretary of State when authorized
by a resolution of two-thirds of the subscribed stock.
9. Incorporators. — Must be at least five, with no restrictions as to sex,
nationality, or residence.
10. Directors. — Must be not less than three and not more than fifteen.
They must be stockholders. No restrictions as to residence.
11. Meetings. — Stockholders' meetings must be held within the Domin-
ion, but directors' meetings need not be.
12. Books. —The books of the company must be kept at the head office.
b5. Reports.— Upon the written request of Secretary of State, a return
musl be made to him of amount of capital of the company; number of shares
taken from the commencement of the company; amount of calls made;
amount of calls received; amount of calls unpaid; amount of shares for-
feited; names, addresses, and occupations of persons who have ceased to be
members within the preceding twelve months, and number of shares held by
each.
14. Office and Agent. — Must have designated office in the Dominion of
Canada. It may nave a branch office located outside of the Dominion.
15. Liabilities. — Stockholders are liable only for the unpaid balance of
their shares.
10. Dissolution. — The company may dissolve by a resolution of the
shareholders passed at a special meeting.
17. Foreign Corporations. — Are governed by the Dominion and the
respective Provincial laws.
MANITOBA.
Under the laws of the Province of Manitoba, tic requirements in connec-
tion with incorporation and management are. succinctly stated, substantially
as follows:
A petition, Bigned and acknowled I by at least three applicants, mnsl he
made to the Lieutenant Governor through tie- Provincial Secretary, showing :
Corporate name; objects; place or places in Manitoba where business is to
be carried on. specially mentioning one of such places as the chief place "f
bu iness; amount of capital stock; number oi ind amount of each;
names with address and calling "f each applicant, with special ntion of
names of not less than three nor more than nine of them who will !»• first
directoi ; amount of stock taken by each applicant, ami amount paid in
thereon, and whether paid in cash or property, or how otherwise. No adver-
397
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
tisetnenl of intention to incorporate is necessary. The fees for incorporating,
paid to the government, range from $15 when' capitalization does not exceed
15,000, to $ 200 for one million capitalization; all over that, $250. No pay-
ment on stock is necessary at time of incorporating. Stock may be paid for
in money or property. The directory is composed of at least three and not
over nine members. Shareholders may be residents in or citizens or subjects
of any country or State. Before commencing business ten per cent of the
capital stock must be subscribed and ten per cent of subscriptions paid up.
No resid sntial requirements as to incorporators, directors, or stockholders.
Foreign Corporations. — Must take out a license to do business in the
Province, by tiling a petition, with certified copy of the act of incorporation ;
a copy of the last financial statement of the company's proper officer; an
affidavit verifying that the company is entitled to do business ; and an attorney
resident in the province must be appointed to represent the company in all
suits and actions. A fee of $150 must be paid to the government, regardless
of amount of capitalization. There are also fees to be paid under the Cor-
poration Taxation Act, according to the character and the amount of its
capital stock.
HAWAII.
1. Capital Stock. — Maybe any amount. Par value of shares maybe
any amount (C. L., sees. 2031, 2032).
2. Duration. — Any period not exceeding fifty years (C. L., sec. 2035).
3. Articles of Incorporation. — For joint-stock companies, must show:
Name, to be followed by word " Limited "; place of principal office ; purposes;
amount of capital stock, and if privilege of subsequent extension of capital
stock is asked for, the limit of such extension; number and designation of
officers proposed. Articles must be signed and acknowledged by incorpora-
tors, and recorded in office of Secretary of Territory. An affidavit sworn to by
president, secretary, and treasurer, showing number of shares, amount of
capital stock, names of subscribers for shares and amount paid in, must be
filed with Territorial Secretary ; and when object of the corporation is to take
over and conduct any existing business or enterprise, etc., the affidavit must
describe property representing capital stock of company, a valuation of each
item thereof, and copy of conveyance to be made by owner to the proposed
corporation (C. L., sees. 2031-2031).
4. Amendments. — Charters may be amended, but not beyond powers
contained in original charter (C. L., sec. 2013). They should be approved
by all stockholders unless the by-laws otherwise provide (7 Haw. Rep. 779).
5. Incorporators. — Any number not less than five (C. L., sec. 2031).
0. Meetings. — May be held at place or places designated in the by-laws
(2 Haw. Rep. 22).
7. Directors. — As provided in the by-laws. The statute does not seem
to specify as to the number.
8. Books and Records. — Original articles shall during business hours
be open to inspection of public in office of Territorial Secretary (C. L., sec.
2033). Territorial Secretary may call for and examine corporate books and
papers (Act of June 29, 1898, sec. 4).
9. Office and Agent. — The company must maintain an office within the
Territory (C. L.. sec. 2032).
398
SYNOPSIS-DIGEST OF INCORPORATION ACTS
10. Liabilities. — Stockholders are liable only to extent of amount unpaid
on stock (C. L., sec. 2018).
11. Reports. — The corporation shall annually, on July 1st, present to
Territorial Secretary an exhibit of its affairs (C. L., sec. 2021.)
12. Dissolution. — Three-fourths of stockholders, at a meeting called for
the purpose, may petition for dissolution of corporation by Territorial Secre-
tary (C. L., sec. 2022).
13. Foreign Corporations. — In order to do business or hold realty in
Hawaii, corporation shall file with Territorial Secretary certified copy of char-
ter or act of incorporation, and certificate stating names of its officers, and
name of person upon whom legal notices and process may be served; also
certified copy of by-laws ; and shall pay a fee of $50 to Territorial Secretary
(Act of June 12, 1898, sees. 1, 2).
PHILIPPINES.
The Philippine Civil Commission has now under advisement and prepara-
tion a local corporation law which will probably be enacted early in 1905.
For a foreign corporation to do business in the Philippines it is necessary to
comply with the provisions of the Code of Commerce (Arts. XV., XVII.,
XXI.). The requirements stated therein, so far as tiny relate to obtaining a
permit by foreign corporations to do business in the Philippine Islands, are as
follows :
(1) The corporation must be a commercial association within the meaning
of the Code of Commerce of the Philippine Islands, and as such be subject to
its provisions.
(2) That by reason of its domicile in the United States it stands in the
same relation to the laws of these islands as did Spain before their cession.
(See also Ait. XV. of the Code of Commerce.) Art XXI. of the Code of
Commerce provides what foreign corporations must do who desire to estab-
lish themselves or create business in the Philippine Islands. Art. XVII. of
Code of Commerce provides how they shall he registered.
It is aecessary to have aSpanish consular certificate for their establishment
and authorization.
The Register, known as the Commercial Register, at Manila, consists of
two independent honks of record in which are recorded private merchants ami
associations.
Art. XXI. of Code of Commerce pic. idea that "On tie- sheet of the record
of each merchant tier.- shall he entered :
•' 1. Name, lii in name or title.
"2 The kind ol commerce or transaction engaged in.
"3 The date on which business is to begin or was begun.
"4. The domicile, with a statement of the branches which may have
been established.
■••> The articles constituting a commercial association, whatsoever may
be il objeel or appellation, as v in truments modifying,]
or dissolving tic .. id > ocial ion
In the ca e of foreign corporations domiciled in countries nol using tie'
notarial Bystem, the necessarj papers to be available here m tecuted
ami authenticated according to the provisions of the in ular laws, and they
will not he recognized here unless in stricl compliance with Bitch I
399
[INCORPORATION AM) ORGANIZATION OF CORPORATIONS.
For the registration of a company organized in the United States to do
business here there would be required:
(1) The several acts of the legislature which constitute the charter, each
of which must have attached the ordinary certificate of the Secretary of State
under his official seal.
^1 1) The evidence of the organization of the company under its charter,
i attainable, such as would be necessary to prove the facts in the State
courts. The best evidence would probably be the documents showing the
opening of bonks for subscription, the names of subscribers and the proceed-
ings thereat, the issue of shares, the filing of certificate of amount paid up, and
all the formal papers and proceedings required in organizing under the charter
and under the provisions of the corporation and laws applicable under the
terms of the charter.
Before the cession of these islands this certificate, for use in Spanish colo-
nies, to register a corporation domiciled in Spain, was given by a Spanish
minister. By analogy, this now being a United States colony, the certificate
would be given by the similar Member of Cabinet of the United States, but
owing to the difference of political organization, that officer is not vested with
power in such cases.
So far as we have been able to ascertain no provision has been made for
the substitution of any authority in the United States to supply this certificate,
and that is the reason why the documents and facts showing the establish-
ment and authorization should be set out in such manner as to enable some
proper officer in the domiciliary State to make the certificate which in such
case the Secretary of War could authenticate as entitled to full faith and
credit.
(IIT) The by-laws of the company and all changes therein.
(IV) All additional issues of stock, and all the matters embraced within
Art. XXI. prescribing what is necessary to be recorded. (See also Code of
Civil Procedure, sees. 299, 301, 303, 313.)
In addition to this a power of attorney conferring upon a resident agent
such power as is desired, is necessary. It must be in Spanish and carefully
drawn and authenticated, and it must expressly confer power to register the
company in the Commercial Register at Manila. The power must contain or
have annexed thereto by the notary the resolution of the board of directors
authorizing the execution of the power by the officers appearing before the
notary for that purpose.
All documents must be translated from English into Spanish before they
can be registered, and the cost is $1, United States currency, per page for
translation. The registry fees are nominal.
PORTO RICO.
1. Capital Stock. — May be any amount not less than $2,000
2. Duration. — Any number of years.
3. Certificate of Incorporation. — Must state: Name; location of prin-
cipal office in Porto Rico; purposes; amount of capital stock; nunber of
shares, and par value of each ; amount of paid in capital (not less than $1,000),
with which it will commence business ; names and addresses of incorporators;
number of shares subscribed by and amount paid in by each. Articles must
400
SYNOPSIS-DIGEST OF INCORPORATION ACTS.
be signed and acknowledged by the incorporators, and filed in office of
Secretary of Porto Rico.
4. Commencing Business. — At least $1,000 of capital stock must be
paid in before commencing business.
5. Cost of Incorporating. — Simply the legal fees to Secretary of the Ter-
ritory for filing and recording articles and issuing certificate of incorporation.
6. Annual License Fee. — There is none.
7. Amendments. — Articles may be amended in all respects, upon reso-
lution of board of directors, and vote of two-thirds of tlie stock.
8. Incorporators. — Must be three or more persons of lawful age. Xo
residential requirements.
9. Directors. — Must be at least three, one of whom must reside in
Porto Rico.
1(J. Meetings. — Must be held at the principal oflice in Porto Rico.
11. Reports. — No reports are required to be made.
12. Books. — Stock and transfer books, open to inspection of shareholders
and others interested, must be kept at the principal office; and ten days before
election of directors or officers a list of stockholders entitled to vote must be
made and be open to inspection of stockholders.
I). Office and Agent. — A principal office must be maintained in Porto
Rico, with an agent in charge.
14. Liabilities. — Stockholders are liable only for amount unpaid en
stock.
15. Dissolution. — Voluntary dissolution may be had by resolution of the
directors, and by written consent of two-thirds in interest of stockholders.
10. Foreign Corporations. — There seems to be no law pertaining to
Porto Rico regulating foreign corporations.
2« KM
PAET III.
FORMS AND PRECEDENTS.
SPECIFIC OBJECT CLAUSES.
Form !
Accountants 1
Acquisition of Existing Busi-
ness 2
Advertising 3
Agricultural Implements ... 4
Air Brakes 5
Motors G
Power 7
Aluminum Goods 8
Ammonia 9
Ammunition 1"
Amusement Company 11
Ang ira Goats 12
Anim il Fanciers 13
Apartment Houses 11
Architects 15
Asphalt 16
Auditors. Bee Form 1.
IT
Bakery I s
Biking Powder 19
Boxes •■!<>
Banking and Trust Com-
P inies 21
Barrel Manufacture 22
1 1 lea 23
Biscuit Company 24i
'-!•"<
ind Shoes 26
Brandies 27
Bi lera 28
B rv '-"■'
Brick ." :'."
31
33
:; l
ig Contractors 36
I; itchera
I', ii tons
lilders
I i
is 1"
II
< 'in nl I '
1 i ■ 13
Chemicals "
16
Clothing Manufacturers . K!
IT
Coal Bi iquette '
Coal Transportation C -
pany
(■'■ii-; so
Cold Storage 61
i lolonlzatioD I p in
INDEX.
Form
Commercial Company 53
Commission Merchants .... 54
Confectionery 55
Construction Company .... 56
Contractors and Builders . . . 57
Cordage 58
Cotton 59
Cotton Brokers 60
oil i;i
Plantations, etc 62
Cutlery 63
Dairy Products 64
Decorating 65
Department Stores 66
Distiller.-, 67
Dock Company 68
Dredging 69
Drilling 7<l
Dings 71
Drj Goods 72
Electrical Business — General 73
; ing Machinery . 74
Lighting 75
Electrical Machinery 76
Vehicles 77
Elevators (Grain) 78
Machinery 79
r i enger 80
Enamel ana Stamped Ware . 81
Engineering and Dredging
i fompanj 82
Explosives ^ :;
Express 84
1 ompany 86
Fancy Glass " 86
Farm Product Dairj
F am Product a etc NS
Fireprooflng
BO
Fl'.ur 91
roducl 92
Foreign Commercial Com-
P in s 9,'t
'.'i
Fruit Company
I'l uitationa 96
• 1 i. hiii. -h . .
Furniture
: .iiii-rv ....
I""
[ines, Burners, etc. . i"i
Q rlei
Gold and Bilvei W an 104
Gi iphlte
ire l"' ;
Form
Hotel Company 107
Ice 108
Inspection of Elevators .... 109
Insurance 110
Investment ill
Iron and Steel 112
Lamps in
Land and Development Com-
pany 114
Laundry 115
Lead Company 116
Leather 117
Light and Heat lis
Liinmiiihih's 119
Lumber and Nursery 120
.Machinery 121
.Magazines . 122
.Manufacturing 123
Manganese 124
Matches 125
.Mechanical Engineers 126
Medical College 127
Medical Institute 128
Mercantile Agency 129
Mica 130
Mining (Limited Powers) . . . 131
Full Powers 132
i Investments) KM
Bights 134
Hoi tgage md Trust 136
Uotoi Cai 136
i Companies 137
tents 138
139
Nickel l hi
ties "I
i hi and Pi troleum 142
1 1 i and Pipe Line Oompanj i 13
'. in
Paper 146
I
in;
Patent Medicines 147
Patents 148
I'l uM.ipii ■ 149
■ iphy
161
nii'lry
mpany ' 53
Plumbers' Buppues ....
Potter)
Poultry
Publishers
R illway Bqulpmi nt
K.ii Ratal 100
403
INCORPORATION AM) OIK; ANIMATION OF CORrORATIONS.
Form
Realty 161
R Auction Company 162
Refineries 163
iraiits 164
any 165
.' IC6
Sanitariums 167
Sauces and Picklea 168
Saw Mills 169
Scaling 170
Separators 171
Sewing Machines 172
i:;;
Ship Building 171
Silk 175
Slate and Tile 176
Slaughter-Houses 177
Slot Machines 178
179
Stationary Engines 180
Form
Stationers 181
Steamboats 182
Steel Lath and ETireproofing
Company 183
Steel U inufacture 184
Stereopticon Machines .... 186
Stevedores 186
Stock Brokers is7
Storage Batteries 188
Sugar Refineries 189
S ii fil instruments 190
Tailors 191
r tnneries 192
Tar Manufacturing 103
Telegraph and Telephone
Companies 194
Theatres 195
Tan-ail 196
tobacco 197
Trading-Stamp Company . . . 198
Form
Train Control I'.r.i
Transportation Company . . 200
Tropica] Trading Company . 201
Trust Company 202
Turbine Engines 203
Typesetting Machines 204
Cj l"i' illns 'jnr>
Valve Company 206
Varnish Removers 'J( >7
Warehousers 208
Watches and Diamonds .... 209
Water, Light, Power, and
Traction Company 210
Water Heaters 211
Water Works 212
Weighing Machines 213
Wharf and Warehouse .... 214
Woollen and Worsted 215
Yarn Mill 216
FORM I. — ACCOUNTANTS.
To open, take charge of, examine, inspect, and audit books of account; to cer-
tify in the results of such examination, inspection, and audit, and to guaranty the
i ness of the same. To furnish facilities to individuals, linns, and corporations
for opening sets of books of account and for auditing and balancing the same. (See
p. 550.)
FORM 2. — ACQUISITION OF EXISTING BUSINESS.
To purchase, acquire, and take over the business and property, both real and
personal, name and assets of every nature and description of the business now being
carried on by in the city of State of
FORM 3. — ADVERTISING.
To carry on a general advertising business in all its various branches ; to solicit
and contract for and give publicity to all kinds of advertising; to prepare, manu-
facture, construct, and arrange for advertising devices, advertisements, and novelties.
To erect, construct, purchase, lease, or otherwise acquire fences, bill-boards, sign-
boards, buildings, and other structures suitable for advertising purposes. To do
a general bill-posting, sign-tacking, circularizing, and distributing business of every
kind appertaining to any and all kinds of advertising.
FORM 4.— AGRICULTURAL IMPLEMENTS.
To carry on the business of manufacturers and dealers in agricultural imple-
ments; to manufacture, buy, sell, export, import, and generally deal in harvesters,
binders, reapers, mowers, harrows, hay racks, headers and shredders, cutters, bind-
ing machines, threshers, drillers, seeders, and agricultural tools and implements of
all kinds, and such other goods, wans, and merchandise as are usually manufactured
or sold, exported or imported, and dealt in by manufacturers and dealers in a similar
line of business.
FORM 5. -AIR BRAKES.
To carry on the business of manufacturers and dealers in air or pneumatic
and braking devices and appliances of every description; to manufacture,
buy, sell, export, import, and generally deal in air or pneumatic braking devices
and appliances, car tracks, railway appliances and supplies, machinery and appli-
of every description. Also, to manufacture, buy, sell, export, import, and
generally deal in compressed air machinery and parts, and to acquire by purchase or
otherwise inventions, patents, licenses, and patent rights, and such brakes, braking
railway machinery and appliances and compressed air machinery and ap-
paratus as may be manufactured, bought, sold, imported, exported, and dealt in by
manufacturers and dealers in a similar line of busiucss.
404
FORMS AND PRECEDENTS.
FORM 6.— AIR MOTORS.
To manufacture, construct, purchase, or otherwise acquire, deal in, sell, liire,
lease, use, repair, operate, and maintain machinery, engines, compressors, or motors,
tools, devices operated by compressed air or other expansible iluids, apparatus and
appliances of any and every character.
FORM 7. — AIR POWER.
To manufacture, buy, sill, import, export, and generally deal in air compressors,
machinery and apparatus useful or convenient tor use in connection with the afore-
said business or any part thereof; to purchase or otherwise acquire, sell, lease, ex-
port, or import machinery, engines, trucks, and cars suitable for use in connection
with the aforesaid line of business or any part thereof.
FORM 8. — ALUMINUM GOODS.
To manufacture, buy, sell, export, import, and generally deal in aluminum goods,
and such other goods, wares, ami merchandise as are usually manufactured, bought,
sold, exported, or imported and dealt in by manufacturers and dealers in a similar
line of business. To carry on the business of mining, milling, concentrating
verting, smelting, treating, preparing for market, manufacturing, buying, selling,
and otherwise producing and dealing in aluminum and other products.
FORM 9. — AMMONIA
To prepare, distil, manufacture, buy, sell, and generally deal in ammonia and
such other products as are usually distilled, manufactured, bought, sold, and dealt
in by manufacturers and dealers in a similar line of business.
FORM 10. — AMMUNITION.
To manufacture, buy, sell, export, import, and generally deal in gunpowder,
ills, explosives, and such other goods, wares, and mer-
chandise as are usually manufactured, bought, sold, exported, imported, and deal' m
by dealers in a similar line of business.
FORM 11. — AMUSEMENT COMPANY.
To build, buy, lease, or otherwise acquire, own, operate, and maintain merry-go-
rounds, loop-the loops, gravity and pleasure railways, aerial coasting swings, ferns
Wheels, and ail other devices of a like nature ea leu la led to offer amusement to the
and profil to i!i ,\K<> to manufacture, locate, buy, leas,', or other-
. uid dial In scenery, stage appliances, theatre appliances, and other
suitable for use on t age or In amusement enterprises, theatres, or other pub-
lic placi . lease, or otherwise acquire, license, or sell plays,
operas, song or dramatic manuscripts or copyrignts whatsoever which may
be used as a basis for tie- ainusemrut or entertainment of persons in public or
private places. To carry on the business of, and to do any anil all things I In! may
be ordinarily conducted by dramatic and operatic agents and managers of amuse-
ment enterprises of any kind, including the manufacture of appliances ased in
theatrical a urn -iiiinii enterprises. Al imusemenl enterprises of all
kinds. To purchase, [ease, or otherwise acquire, buy, Bell, or otherwise dispose of
[and oid buildings for the erection, operation, and maintenance of tin
. and amusement entefpr iracter, with suitable plan:
chinery, lighting, and h ating apparatus, and other app
FORM 12. — ANGOB \ GOATS
To carry on in all i: farm and ranch
business; particularly to buy, sell, breed, raise, or otherwise deal m A.ngoi i
and othi t aomi I c
■lor,
INCORPORATION AM) ORGANIZATION OF CORPORATIONS.
FORM 13. -ANIMAL FANCIERS.
To buy, sell, import, export, and generally deal in all kinds of animals, domestic
or wild; aud particularly in l»uv, sell, import, export, ami deal in dogs, cats, goats,
birds, and such other animals as air usually bought, sold, imported, aud ex-
ported l'\ dealers in a similar line of business.
FORM 14. - APARTMENT HOUSES.
To erect, build, equip, operate, maintain, buy, and sell apartment houses; to
supply electricity for lighting, heating, power, signalling, and other purposes. To
construct, own, and operate electric telephone exchanges.
FORM 15. —ARCHITECTS.
To conduct, manage, and cany on the businesses of architects and engineers in
all or any of their respective branches, and also the development of real estate
situate in the State of or elsewhere; to make contracts for the preparation
of plans or other drawings and specitications of buildings or parts of buildings of
any kind and description; to superintend the construction thereof and to do any
and all acts in the line of the businesses of architects and engineers which it may
deem necessary, profitable, or desirable for the promotion of its business. To ac-
quire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage, or en-
cumber real estate including quarry lauds or other property, personal or mixed. To
survey, subdivide, plat, improve, anil develop lauds for purposes of sale or other-
wise, ami to do aud perform all things needful aud lawful for the development and
improvement of the same for residence, trade, or business. To acquire to the
same extent as natural persons and without limit as to amount, by purchase, lease,
exchange, hire, or otherwise, lands, improved or unimproved, tenements, heredita-
ments, chattels, real or personal, or any interest therein; to erect and construct
houses, buildings, and works of every description on any lands of the company or
upon any other lauds ; to rebuild, enlarge, alter, or improve existing houses, build-
ings, or 'works thereon; to subdivide, improve, aud develop lands for purposes of
sale or otherwise; to convert and appropriate any such land into and for roads,
streets, and other conveniences, and to do and perform all things needful and lawful
for the development and improvement of the same, and generally to deal with and
improve the property of the company and of other parties ; to own, hold, and main-
tain any property acquired by the company; to sell, convey, lease, release, let, ex-
change, mortgage, or otherwise encumber or dispose of lands, houses, buildings,
hereditaments, appurtenances, chattels, and other property of the company; to equip,
furnish, conduct, operate, manage, lease, and maintain hotels, apartment houses,
boarding houses, dwelling houses, sanitariums, warehouses, or any kind of building
for dwelling, amusement, recreation, charitable, or religious purposes; to undertake
or di reel the management and sale of the property of the company, real and personal;
to sell, assign, release, hold, or satisfy mortgages which may become the property of
the company ; to loan on bond or mortgage or otherwise, or to advance money to,
and to enter into contracts and arrangements of all kinds with contractors, laborers,
skilled or otherwise, builders, property owners, and others.
FORM 16.— ASPHALT.
To mine, manufacture, produce, prepare, buy, sell, export, import, and generally
deal in asphalt, cement, and such other products as are usually dealt in by dealers
in a similar line of 1 usiness ; to manufacture, produce, prepare, export,
import, and deal in any product in the manufacture or composition of which asphalt,
or cement is used : to prospect for and locate lands suitable for clearing and mining
all kinds of minerals, stone, and other products; also to enter into contracts for the
pavimr, repairing, and improving of streets, alleys, and areas in and about public or
private buildings or grounds.
AUDITORS. See ACCOUNTANTS, FORM 1.
406
FORMS AND PRECEDENTS.
FORM 17. —AUTOMOBILES.
To manufacture, buy, sell, import, export, and generally deal in all kinds of
vehicles, engines, machines, or appliances for the generation of steam, electric, gaso-
lene, or other power for the purpose of propelling cars, carriages, wagons, trucks,
and vehicles of every kind and description ; and also to manufacture, buy, sell,
import, export, and generally deal in machinery of all kinds and such mechanical
devices and engineering appliances as are generally manufactured, bought, sold,
exported, imported, aud dealt in by manufacturers, and dealers in a similar line of
business.
FORM 18. — BAKERY.
To carry on the business of bakers in all its various branches in the city
of aud vicinity; to manufacture, make, purchase, sell, export, and import
bread, crackers, biscuits, cake, sweetmeats, and confectionery of all kinds; also to
manufacture, bay, sell, import, export, and generally deal in baking powders, yeasts,
cream of tartar, and all other articles which may he necessary or conveniently used iu
connection with the aforementioned business or businesses.
FORM 19. — BAKING POWDER.
To carry on the business of manufacturers and dealers in baking powder and its
ingredients. To manufacture, buy, sell, export, import, and generally deal iu
baking powder aud all the ingredients, whether chemical or otherwise which are
or maybe component parts of baking powder, and to manufacture, buy, sell, ex-
port, import, and generally deal in such other goods, wares and merchandise as are
made or carried by manufacturers and dealers in a similar line of business.
FORM 20.— BALLOT BOXES.
To manufacture, buy, sell, lease, export, import, aud generally deal in articles
commonly known as voting or ballot boxes, and particularly to purchase or other-
wise acquire letters patent of the United States or of foreign countries goven
the manufacture of such voting or ballot boxes, together with all extensions and
renewals of the same.
FORM 21. — BANKING AND TRUST COMPANIES.
To carry on a banking and trnsl companj business and in connection therewith
t i discount hills, notes, and other evidences of debt, receive and paj nut depo
with or without interest, receive on special deposit money or bullion or foreign c
;ks, bonds, or other securities; to buy and sell foreign and domestic exchan
g .Id and silver bullion, foreign coins, bonds, slock, bills df exchange, notes, ami
- itiable paper ; to lend money on percentage, security or bonds, pledges of
bonds, or other negotiable securities; to lake and receive security by rtgnge or
otherwise upon property, real and personal; to invest money for 'individuals or
corporations, ami to act as Trustee for any purpose; to do any business and
exercise any powers incident to the business or trust compan i banking
!''SS.
FORM 22. —BARREL MANUFACTIM. i:
To manufacture, liny, sell, export, import, and generally deal iu barrels and
barrel heads, hogsheads and boxes made from wo. id or metal.
FORM '.l\\. - P, I CYCLES.
To carry on the business of manufacturer! and dealers in bicycles and bicycle
sundries; to manufacture, buy. sell, import, export, ami generally ileal In hic\.
motor Cycles, Inc. . bicycle parts, and bicycle sundries of all kinds
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 24. —BISCUIT COMPANY.
To prepare, manufacture, buy, sell, import, export, and generally deal in biscuits,
cakes, crackers, pretzels, pastry and bread of all kinds, and in other food products
To manufacture, buy, sell, import, export, and generally ileal in machinery for the
making and baking of biscuits, cakes, crackers, pretzels, pastry, and bread.
FORM 25. — BOOKS.
To carry on the business of booksellers, stationers, bookbinders, and engravers,
lithographers, publishers, and manufacturers of inks and all articles and things of
the same character as the foregoing or connected therewith.
FORM 26. —BOOTS AND SHOES.
To carry on the business of manufacturers and dealers in boots, shoes, and foot-
wear of every kind and description. To manufacture, buy, sell, import, export, and
generally deal in boots, shoes, rubbers, soles, lasts, and all kinds of leather, rubber,
or cloth goods. To make, manufacture, buy, sell, import, export and deal in
machinery of all kinds for the manufacture of boots and shoes, rubbers, soles, lasts,
and all kinds of leather, rubber, and cloth goods. To manufacture, buy, sell,
export, import and generally deal in all kinds of blacking, polishes, varnishes, lasts,
button hooks, fasteners, and such other articles of merchandise as are usually manu-
factured by manufacturers and dealers in a similar line of business.
FORM 27. — BRANDIES.
To carry on the business of manufacturers, distillers, and dealers in brandies,
wines, and liquors of every class and description. To manufacture, buy, sell, export,
import, store, warehouse, and generally deal in brandies, wines, whiskey, malt liquors,
gin, spirits, and beverages of all kinds, and their products and by-products of every
nature whatsoever. To carry on the general business of distilling and rectifying
brandies, wines, whiskey, and liquor, and the blending of gins and whiskeys of all
classes and description, and generally deal in grain, sugar, molasses, and all liquors,
used in connection with the operation of a distillery. To manufacture, buy, sell,
import, and export machinery for the manufacture, distillation, and rectification of
liquors of every class and description. To build, operate, and maintain warehouses,
bonded or otherwise, and to do a general warehouse business. To issue, register,
and certify warehouse receipts. To manufacture, buy, sell, and deal in ice.
FORM 28. — BREEDERS.
To carry on the business of breeding, raising, training, buying, selling, import-
ing, and exporting horses. To conduct any and all manner of business permitted
at fair and race courses, and in general to do any and all things in accordance
with law that may directly or indirectly be connected with the raising of horses.
To keep careful lists of the most celebrated horses of all noted breeds, and their
pedigree and distinguishing characteristics, and to publish from time to time every
kind of information on such subjects of interest to horsemen. To buy, sell, raise,
and handle live stock of all kinds and description.
FORM 29. — BREWERY.
To prepare, brew, manufacture, export, import, buy, sell, make, and deal in beer,
porter, ale and all other classes and kinds of malt liquors. To manufacture, buy,
sell, import, and export malt. To buy and sell grains of all kinds; to manufacture,
!. and nfine liquors of all kinds; to manufacture, buy, sell, and deal in ice.
To build, operate, and maintain warehouses, and to do a general warehouse business.
To manufacture, buy. sell, import, and export machinery for the manufacture, dis-
tillation, brewing, and treating of malt liquors.
408
FORMS AND PRECEDENTS.
FORM 30. — BRICK.
To manufacture for purposes of sale pressed brick, building brick, terra cotta,
tile, roofing, vitrified, and other building materials which can be made from clay.
FORM 31. — BRIDGE BUILDERS.
To manufacture, sell, export, and generally deal in bridges and structural work.
To manufacture, buy, sell, export, and import steel, iron, tin, aluminum, and other
metals. Also to manufacture, buy, sell, export, and import engines, boilers, ma-
chinery, plates, apparatus, tools, appliances, and materials useful or convenient for
carrying on any of the several lines of business heretofore set forth.
FORM 32. — BRONZE.
To manufacture, buy, sell, export, import, and generally deal in bronzes of all
kinds, classes, and descriptions. Also to manufacture, prepare, buy, sell, export,
import, and generally deal in silicon, aluminum, and all kinds of metals or metallic
compounds suitable and convenient to be used or commonly used by dealers in
bronzes.
FORM 33. — BROOMS.
To carry on the business of manufacturers and dealers in brooms of all classes
and descriptions; to manufacture, buy, sell, import, export, and generally deal iu
brooms, broom corn, broom bangers, binding twine, binding wire, and all other
articles suitable for use in such manufacture; also to deal in such other goods,
wares, and merchandise as are usually manufactured or dealt in by manufacturers
and dealers in a similar line of business.
FORM 34.— BRUSHES.
To manufacture, buy, sell, export, import, and generally deal in hair brushes,
scrubbing brushes, nad brushes, electric brushes, brooms and dusters of all classes
and descriptions. Uso to manufacture, buy. sell, export, import, and generally deal
ids, wares, and merchandise as are commonly manufactured and
dealt in by those engaged in a similar line of business.
FORM 35. —BUILDING CONTRACTORS.
To engage generally in the business of contracting for, erecting, decorating,
and famishing tiiere.il', buildings of every class and description. To engag
erallv in the business of builders, contractors, and dealers in lumber, stone, brick,
cement, marble, plumbers 3 supplies, and all other kinds of building material.
FORM 36. —BUTCHERS.
To carry on the business of wholesale and retail dealers in meal and meat
firoducts, and to operate in connection therewith slaughter-houses, stock yards, and
k farms and ranches; also to operate and maintain cold-storage ware-
id all build. i iry or expedient for carrying on the af
busim
FORM 37. — BUT TONS.
To carry on the bn inufacturers and dealers in buttons of all i
. and descriptions; to manufacture, buy, sell, import, export, and generally
deal in buttons and all prodtn ul in the business of button manu-
■ or otherwise acquire letters patent of the United States or
of foreign* atries, together with all i or renewals of the same, covering
the manufacture of buttons and button machinery; buy, manufacture,
ami keep in stock fur purposes of sale such l'" "Is, wares, and merchandise as are
usually manufactured by ami deal) in by manufacturers and dialers in a similar line
of busil
L09
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 38. - CAR BUILDERS.
To carry on tbe business of manufacturing, buying, leasing, <>r otherwise acquir-
ing, equipping, constructing, altering, repairing, maintaining, operating, and selling
strain, electric, or cable cars, and to manufacture, buy, lease, or otherwise acquire,
construct, alter, repair, and sell all apparatus, appliances, devices, machinery, and
materials for use in operating, constructing, or maintaining steam, electric, or cable
ears, or used in constructing, operating or maintaining any line of railway, steam, or
electric lines or otherwise, or the stations, terminals, or equipment thereof.
FORM 39. — CARBON ENGINES.
To manufacture, buy, sell, import, export, and deal in carbon engines and all
kiiitN ,it' machinery, tools, and implements incidental to the development of new and
useful mechanical devices, and to obtain letters patent thereupon; to acquire
letters patent, domestic or foreign, for the right to construct machines upon which
patents have already been issued and applied for.
FORM 40. — CASH REGISTERS.
To manufacture, buy, sell, export, import, and generally deal in cash registers,
check, slip, and automatic printing registers, autographic registers, weighing, adding,
calculating and registering machines of all kinds, classes, and descriptions.
FORM 41. — CATTLE.
To breed, raise, buy, sell, export, import, and deal in cattle, sheep, horses, and
live stock of all classes and descriptions. To build, construct, buy, lease, or other-
wise acquire, own, and maintain slaughter-houses. To carry on the business of
butchers and packers ; also to manufacture, buy, sell, and generally deal in all articles
made from the carcasses of animals. To purchase, lease, or otherwise acquire
farms and lauds suitable for stock raising and agricultural business.
FORM 42. — CEMENTS*.
To manufacture, prepare, buy, sell, import, export, and deal in cement, Port-
land or otherwise, lime, limestone, and all kinds of pilasters and artificial stone. To
build, buy, lease, or otherwise acquire manufactories, plants, buildings, and ware-
houses suit able for the manufacture, selling, and storing of cement and other prod-
ucts of a similar nature. To manufacture and deal iii such other goods, wares,
and merchandise as are usually manufactured and dealt in by those engaged in a
similar line of business.
FORM 43. — CEREALS.
To buy, sell, import, export, and generally deal in all kinds of cereals and the
manufactured products thereof. To grind material for cereals and the various
:ts thereof. To erect, construct, own, purchase, lease, or otherwise acquire
elevators, mills, granaries, and buildings for the storing, handling, manufacturing,
and selling of grains and cereals, and the various products thereof. To carry on a
genera] milling and manufacturing business in the preparation of grains, cereals,
and other products for market, and to manufacture, buy, sell, import, export, and
deal in milling, elevator, and all other machinery for the handling of grains and
cereals and their various products and by-products.
FORM 44. — CHEMICALS.
To manufacture, buy, sell, export, import, and generally deal in all kinds of
ils, and to carry on th • business of chemists, druggists, and manufacturers
of, and dealers in pharmaceutical, medicinal, chemical, and other preparations,
articles, compounds, pigments, drugs and druggists' sundries, chemical, surgical,
410
FORMS AND PRECEDENTS.
aud scientific apparatus and machinery. To analyze and refine when necessary
all kinds of chemicals, medicines, and preparations. To apply for, obtain, register,
purchase, or otherwise acquire, use, operate, sell. a-sii_:n. or otherwise dispose of any
and all trade marks, secret processes, trade names, distinctive marks, aud all inven-
tions, improvements, and processes used in connection with or secured under letters
patent or otherwise, domestic or foreign, and other governmental grants or con-
cessions, and to use and employ the same in connection with the purposes herein-
before set forth.
FORM 45. — CIGARS.
To carry on the business of manufacturers and dealers in cigars ami t
To manufacture, buy, sell, exchange, import, export, and generally deal in leaf
tobacco, chewing tobacco, cigars, cigarettes, and cheroots ; to plant, grow, and treat
leaf tobacco, and to manufacture, sell, lease, or otherwise acquire machinery, tools,
implements, aud appliances incidental and necessary in the cultivation, care, aud
treatment of leaf tobacco, or in the manufacture of cheroots, chewing and smoking
tobacco, cigars and cigarettes. To build, operate, maintain, lease, or otherwise
acquire factories, warehouses, and buildings suitable for the caring, storing, prep-
aration, and manufacture of tobacco and its several products.
FORM 46. —CLOTHING MANUFACTURERS.
To manufacture, buy, sell, import, export, aud generally deal in clothing and
wearing apparel of every nature and description. To engage in manufacturing.
buying, selling, importing, aud exporting underwear and gentlemen's furnishing goods.
FORM 47.— COAL.
To buy and sell anthracite, bituminous, semi-bituminous coal, lignite coal, and
their products and by-products. To acquire by purchase, lease, or otherwise coal
lands, shales, and properties, and to operate and maintain mines thereon. To
in the business, both wholesale aud retail, of dealers in coal, coke, wood, and
fuel oil.
FORM 48. — COAL BRIQUETTE.
To manufacture, buy, sell, deal in, and deal with coal briquettes; to mine, buy,
sell, deal in and deal with coal and other minerals, and to manufacture and sell
coke and its by-product s ; to acquire by purchase, lease, or otherwise coal mines,
coal land--, coal properties, mineral and mining rights; to manufacture, purchase,
or otherwise acquire, hold. own. mortgage, have, assign, transfer, invest, deal in
and deal with and trade in g Is, wares, merchandise, and property of every class
aud description.
FORM 49. — COAL TRANSPORTATION COMPANY.
To mine, buy, sell, import, export, and generally deal in anthracite, bituminous,
and semi-bituminous coal ; toad as agent and broker lor coal ami to make con-
nth eoal companies with reference to handling and selling their coal ami on
BUCh terms as may he agreed upon. To buy. lease, build, and own Sales-r us,
rehouses, docks, piers, and real estate necessary to the
carrying on of ucli bu int . To carry on the business of engaging, receiving,
transporting, ami delivering coal and merchandise of all kinds upou freight or for
hire between any port or ports of the United Mates ami any foreigl I or ports,
or between any foreign port or ports and any port or ports o1 tin I
ige in the bu chartering vessels therefor aud operate vessels in such
service. I i ■• as agent for vessels employed in su< ; to contract and
arrange for the transportation of cargo to and from any of such ports by rail,
r otherwise from or loan;, inland oi i place or plai I ■ build,
buy, sell, charter, equip, operate, and own Steamship .
coal barges, canal boats, and other property ed in such business, trade,
ition.
Ill
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 50. — COFFEE.
To raise, cultivate, produce, export, import, treat, cure, ripen, polish, burn,
roast, brown, buy, sell, and generally deal in coffees of every grade, character, and
description. To acquire l)_v purchase, lease, or otherwise lands and properties suit-
able for planting and raising coffee plants. To buy, sell, and generally deal in
such other goods, wares, and merchandise as are usually dealt in by those engaged
in a similar line of business.
FORM 51. — COLD STORAGE.
To preserve in cold storage and generally deal in all kinds of food products of
a perishable nature or otherwise. To manufacture, buy, sell, and deal in ice. To
buy, sell, store, import, and export fruit, fish, butter, milk, and all kinds of food
products, whether animal or vegetable. To operate and maintain stores, buildings,
warehouses, depots, and wharves for the carrying on of any of the aforesaid liues of
ess.
FORM 52. — COLONIZATION COMPANY.
To buy, sell, lease, or otherwise acquire lands and other property for the pur-
p ise of disposing of the same to settlers; to plant, grow, and cultivate tobacco,
fruits, sugar, coffee, and all kinds of vegetables; to mine for gold, silver, copper,
lead and all kinds of minerals; to manufacture marble, stone, brick, and building
materials of a similar nature; to cut, manufacture, buy, sell, and deal in wood
and lumber ; to build, maintain, and operate hotels, stores, packing-houses, ware-
houses, elevators, saw-mills, flour-mills, dwellings, stations, and wharves; to raise,
buy, sell, and deal in mules, sheep, and horses ; to engage in the business of farmers
and planters.
FORM 53. - COMMERCIAL COMPANY. (See FORM 92.)
FORM 54. — COMMISSION MERCHANTS.
To engage in the business of selling goods, wares, and merchandise as commis-
sion merchants, and as general selling agents; particularly to act as agents or
brokers tor the selling upon commission or otherwise of the following classes of
property, to wit : (here insert description of property to be sold.)
FORM 55. — CONFECTIONERY.
To purchase, manufacture, buy, sell, import, export, and deal in candy, confec-
tionery, sugar, glucose, ices, chocolate, and chewing gum ; to manufacture, purchase,
or otherwise acquire, sell, import, export, and generally deal in such goods, wares,
and merchandise as are ordinarily carried by manufacturers or dealers in a similar
line of business.
FORM 56. — CONSTRUCTION COMPANY.
To manufacture, buy, sell, or otherwise acquire, import, export, and generally
deal in sheet, iron, copper, tin, galvanized iron, cornices, skylights, smokestacks,
water, gas, and electric works, wharves, roads, reservoirs, canals, factories, ware-
. and mills; to manufacture, buy, sell, import, export, and generally deal in
iron, steel, manganese, copper, and other materials or alloy thereof, coke, gas, coal,
lumber, and building materials or any article consisting or partly consisting of iron,
steel, copper, and other materials, and any products thereof.
FORM 57. -CONTRACTORS AND BUILDERS.
To construct, erect, equip, repair, and improve houses, buildings, public or pri-
vate roads, alleys, tramways, railways, reservoirs, irrigation ditches, wharves,
sewers, tunnels, conduits, and subwavs.
412
FORMS AND PRECEDENTS.
FORM 58. — CORDAGE.
_ To manufacture, buy, sell, import, export, and generally deal in cordage, binding
twine, rope, hemp, hawsers, chains, and other commodities of a similar nature.
To buy, sell, export, import, and generally deal hi rope, hemp, and all raw mate-
rials suitable for use in the manufacture of cordage and binder twine.
FORM 59. — COTTON.
To buy, sell, import, export, plant, raise, gather, gin, and clean cotton; to bale
cotton by hand or mechanical process; to build, operate, and maintain warehouses,
and to do a general warehouse business. To manufacture, buy, sell, export, im-
port, and s deal in machinery for the ginning, cleaning, baling, and com-
pressing of cotton and other fibrous materials. To engage in the business of
producing, buying, selling, importing, and exporting cotton seed. Also to manu-
facture, purchase, lease, or otherwise acquire, operate, and sell machinery for com-
pressing cotton or other fibrous materials, and for the purpose of ginning and
cleaning the same.
FORM 60. —COTTON BROKERS.
To carry on the business of buying, selling, and otherwise dealing in cotton, either
as principals or on commission.
FORM 61. — COTTON OIL.
To buy, gin, bale, and prepare seed cotton. To carry on the business of buying,
selling, importing, exporting, manufacturing, refining, preparing, producing, and
generally dealing in cotton oil and other oils; to carry on the business of buj
selling, importing, ginning, baling, warehousing, and shipping seed cotton ami any
and all other kinds of cotton; to manufacture, produce, prepare, buy, sell, import,
export, aud generally deal in cotton seed and any and all products and by-prod
thereof.
FORM 62. - COTTON PLANTATIONS, ETC.
1 i manufacture from the cotton plant or oilier substances pulp, paper, chemi-
cals, and other material, and all or any articles consisting or partly consisting of
pulp, paper, chemicals, or other materials, and all or any products thereof. To
acquire, own, lease, occupy, use, improve, cultivate, or develop any cotton planta-
tions, wood lands, lands containing coal, iron, or other ores, or other lands fir any
purpose of i he company. To gather, remove, mine, or otherwise extraci cotton
plan's, timber, or other vegetation, coal, ores, or other minerals from any lauds
owned, acquired, leased, or occupied by the company or from any other land's. To
buy and Bell or otherwise to <\r^\ or to tratlie in raw cotton, cotton plant, pulp,
t or chem I, lumber, cud, iron, ores and other materials, and any
of the products I ■ nsisting or partly consisting then I 'o
purchase, hire, make, c instruct, or otherwise acquire, provide, maintain, equip, alter,
■ improve, repair, manage, and work any private roads, private telegraph and
telephone lines, bridges, piers, wharves, wells, reservoirs, flumes, watercourses, water
works, aqueducts, shafts, tunnels, furnaces, coke ovens, crushing works, gas works,
electric lighi and power plants, compressed air plants, chemical works or all kin
concentrators, smelters, smelting plants and refineries, matting plants, warehou
workshops, factories, dwelling .res. hotels, or other buildings, engines,
machinery, implements and other works, conveniences and properties of any de-
ition in connection with or which may seem direct!) or ind lucive to
any of the obji cl of the company, and to contribute to, subsidize, or otherwise aid
or take pari in any such operations' To charter, hire, build, or otherwise acquire
and maintain steamships and other ■ .'ion, and private steam,
compressed air, gravity, or electric railroads and tramways, and to employ the
sane' in the transportation i t lie- compai. it <rs.il. products, and supplies.
To buy, sell, manufacture, in machinery, implcti
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
visions, and things capable of being used in connection with manufacturing opera-
tions or any of the business of the company or required by workmen and others
employed by the company. To buy, sell, hold, manage, lease, turn to account, and
Otherwise acquire laud anil freehold estates and interests therein; and to lay off
realty into lots and blocks, street alleys and parks, and to dedicate such portion
thereof to the public as the company may think proper.
FORM 63. — CUTLERY.
To manufacture, buy, sell, lease, export, import, and generally deal in cutlery,
razors, tools, and machinery of all kind, classes, and descriptions.
FORM 64. — DAIRY PRODUCTS.
To manufacture, buy, sell, import, export, and generally deal in butter, butter-
milk, oleomargarine, and butteriue; to buy, sell, and generally deal in milk and all
kinds of dairy products ; to construct, maintain, and operate refrigerating cars, fast
freight lines, and warehouses.
FORM 65. — DECORATING.
To carry on the business of painting, paper hanging, and the decoration of houses
and buildings of every class and description; to carry on the business of manu-
facturing, buying, selling, importing, exporting, and generally dealing in stained
and enamelled glass and all kinds of goods, wares, and merchandise suitable for use
or ornamentation iu the decorating business. To manufacture, prepare, buy, sell,
import, and export paiut and painters' supplies and kindred articles.
FORM 66. — DEPARTMENT STORES.
To carry on the business of a general department store ; to establish and con-
duct therein the business of dry-goods merchants, milliners, cloth and fabric manu-
facturers, furriers, gents' furnishing goods, hosiers, hatters, clothiers, boot and shoe
merchants, chemists, druggists, dealers in leather goods, wholesale furniture, silver,
china, and glass ware, books, stationery, notions, photographs, pictures, and jewels.
To buy, sell, import, export, and generally deal in plated goods, perfumery,
toilet articles, bicycles, motor carriages of all kinds, wines, liquors, tobacco, and
photographic supplies.
FORM 67. — DISTILLERS.
To engage in business as distillers and rectifiers of brandies, whiskies, and
liquors of all kinds, classes, and descriptions. To carry on the business of manufac-
turers, distillers, and dealers in wines, brandies, spirits, and liquors of all kinds; to
carry on the general business of distilling and rectifying wines, brandies, spirits,
and liquors of all kinds, and generally to deal in grains, sugar, molasses, and all
products used in connection with the operation of a distillery. To manufacture,
buy, sell, import, export, and deal in machinery for the distillation and rectification
of liquors of every class and descriptions. To build, operate, and maintain ware-
houses, bonded or otherwise, and to do a general warehouse business. To issue,
n gister, guaranty, and certify warehouse receipts. To manufacture, buy, sell, and
deal in ice.
FORM 68. — DOCK COMPANY.
To construct, erect, and maintain docks, elevators, piers, basins, loading and
unloading machines, coal-yards and all kinds of terminal and transfer facilities for
railway or water transportation. Also, to engage in freighting, lighterage, wharfage,
and warehousing business. Also, to load and uidoad cars and vessels of all kinds
and descriptions. Also, to purchase docking and berthing facilities for steam and
sailing vessels of all kinds and descriptions.
414.
FORMS AND PRECEDENTS.
FORM 69. - DREDGING.
To carry on the business of dredging iu all its various brauches ; to buy, sell,
manufacture, purchase, lease, or otherwise acquire, own, maintain, and operate
docks, scows, lighters, derricks, vessels — steam or otherwise — engines, cars,
wagons, tools, and personal property of every class and description convenient
or necessary in carrying on the business of dredging.
FORM 70. — DRILLING.
To prospect, bore, drill for, and produce oil and natural gas ; to purchase,
lease, or otherwise acquire lands believed to contain oil and gas, and to erect and
maintain thereon pumping and drilling stations, reservoirs, tanks, pipe lines and
other facilities and conveniences that may be necessary or required in and about
said business.
FORM 71. —DRUGS.
To manufacture, buy, sell, import, export, and generally deal in all kinds of
drugs, druggists' sundries, pharmaceutical, medicinal, chemical, and all other prepa-
rations; to manufacture, buy, sell, import, export, and generally deal in compounds,
pigments, electrical, medicinal, surgical, and scientific apparatus and proprietary
articles of all kinds. To maintain a laboratory for the analysis of all kinds of
chemical, animal, and vegetable products.
FORM 72. —DRY GOODS.
To buy, sell, import, export, manufacture, and deal in dry goods of evcrv class,
nature, and description; to conduct a general retail and wholesale dry-goods busi-
ness, either as principals or on commission or both. To buy, sell, import, export,
and deal in laces, linens, white goods, silks, ribbons, neck wear, gloves, cotton, and
dry goods of all classes and descriptions.
FORM 73. — ELECTRICAL BUSINESS — GENERAL.
To carry on the business of electricians, electrical engineers and dealers in
electricity, and electric motive power, lighting, and heating. To manufacture, buy,
sell, import, export, and generally deal in electrical machinery of all classes and
descriptions; also to produce, accumulate, distribute for hire electricity and electro-
motive force, and to supply the same for use as power for lighting, heating, and
motive purposes; to carry on the business of lighting cities, towns, villages, streets,
buildings — public or private — by means of electricity, ami to supplj light and
healing power to carriers of passengers and goods, either by land or water. To
construct, build, purchase, lease, or otherwise acquire, maintain, equip, operate, and
build street railways, street cars, and oilier passenger or freight vehicles operated
. or otherwise. To manufacture, use, purchase, lease, or otherwise
acquire and maintain telephones, telegraphs, phonographs, and all kinds of electrical
device^ ; to Construct, operate, and maintain, purchase, lease, or otherwise acquire
subways, conduits, electric lighting and heating plants. To lay, construct, and
maintain cables, wires, lines, and ail necessary appurtenances and appliances.
FORM 74. ELECTRIC GENERATING MACHINERY.
To manufacture, construct, purchase, or otherwise acquire, deal in, Bell, hire,
lease, use, repair, operate, and maintain electric generating machinerj and apparatus,
dynamo-, motors, metei ngines, accumulators, and any and all parts. de\ ices,
instruments, and things adapted to be OSed in the const met inn of Or UpOD Or in con-
nection with or in the operation of such electric generating machinery ami apparatus,
dynamos, motors, meters, electric engines, and accumulators, and also all apparatus,
mac In !i> i i, tools, devices, ana appliam aerating or producing, accu-
mulating, distributing, and u ricity for any purpose, and also all part--, at-
tachments, devices, instruments, articles, and things to be used therewith or in the
construction and operation thereof. To construct, purchase, or otherwise acquire,
deal in, sell, hue. . repair, operate, and maintain electric light plants, eleo-
li:.
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
trie power plants, electric plants and power plants of any and every character and
for any and every purpose, and machinery, engines, tools, devices, and appliances of
any and every character whatsoever therefor.
FORM 75. — ELECTRIC LIGHTING.
To manufacture, generate, store, transmit, and distribute electric current for
Light, heat, and power; to manufacture, buy, sell, import, export, lease, or otherwise
acquire and generally deal in machinery, and devices for the manufacture, generation,
storage, transmission, and distribution of electric current for light, heat, and power
purposes ; to erect, buy, sell, lease, or otherwise acquire, operate, and maintain elec-
tric lighting, heating, and power plants; to manufacture, buy, sell, lease, or other-
wise acquire, import, export, and generally deal in electric apparatus of all kinds;
to erect, buy, sell, lease, or otherwise acquire, maintain, and operate underground
subways, conduits, poles, .siring wires, above, upon, or under the streets, alleys, and
territories of counties, townships, cities, towns, and villages, whether maintained or
owned by public or private corporations or individuals.
FORM 76. — ELECTRICAL MACHINERY.
To manufacture, buy, sell, import, export, and generally deal in electrical ma-
chinery and supplies of all classes and descriptions; to manufacture, buy, sell, im-
port, export, repair, convert, lease, or otherwise dispose of and generally deal in
electric motors, electrostatic machines, continuous electric batteries, interrupted
current batteries, dry-cell electrodes, X-Ray tubes, fluoroscopes, internal body bat-
teries, battery apparatus, milli-ampere meters, sinusoidal current electric machines,
.is, compressors, generators, pumps, motors, and electrical appliances and
goods of every kind and character. To buy, sell, import, export, lease, or other-
wise acquire and generally deal in all kinds of vehicles, machines, or appliances
for the generation of electric power for the purpose of propelling cars, wagons,
trucks, and vehicles of every kind and description.
FORM 77. - ELECTRICAL VEHICLES.
To manufacture, buy, sell, lease, or otherwise acquire, export, import, and gen-
erally deal in vehicles of every class and description propelled by electric power;
to acquire by purchase, lease, or otherwise electrical vehicles for the purpose of
operating the same in carrying and transporting passengers, goods, wares, and mer-
chandise. To acquire by purchase, lease, or otherwise to equip vehicles of every
kind and description for the purpose of using and operating the same for the carriage
of passengers, goods, wares, and merchandise by means of electricity, gasolene,
compressed air, or steam.
FORM 78. — ELEVATORS (GRAIN).
To erect, buy, sell, lease, or otherwise acquire and maintain and operate eleva-
tors for the storage of grains and cereals of every kind and description. To build,
operate, and maintain warehouses and to do a general warehouse business; to issue,
register, and certify warehouse receipts. To manufacture, buy, sell, and deal in ice.
FORM 79. -ELEVATOR MACHINERY.
To manufacture, construct, purchase, or otherwise acquire, deal in, sell, hire,
lease, use, repair, operate, and maintain elevators and hoisting and lifting apparatus
of any and every character and any and all parts, devices, instruments, and things
adapted for use in the construction of or upon or in connection with or in the opera-
tion of such elevators, hoisting and lifting apparatus of any and every character.
FORM 80. - ELEVATORS (PASSENGER).
To manufacture, buy, sell, lease, or otherwise acquire, import, export, equip,
maintain, and operate elevators and hoisting machinery of every class and descrip-
uether propelled by electricity, air, power, steam, or otherwise.
410
FORMS AND PRECEDENTS.
FORM 81. — ENAMEL AND STAMPED WARE.
To manufacture, cast, forge, roll, tin, enamel, coat, plate, buy, sell, import, ex-
port, and ire in- rally deal in all kinds of enamel and stamped ware, including k,
and household wares, household ornaments, and enamel and stamped articles made
from iron, steel, tin, aluminum, and other materials.
FORM 82. — ENGINEERING AND DREDGING COMPANY.
To carry on a general dredging, contracting, and engineering business in all
of their branches ; also to design, construct, enlarge, extend, repair, complete,
take down and remove, or otherwise engage in any work upon bridges, piers,
is, mines, shafts, tunnels, wells, waterworks, lighthouses, build-
ailroads, telegraph and telephone lines, canals and all kinds of excavations,
and iron, wood, masonry, and earth constructions in all parts of the world, and
to make, execute, and take or receive any contracts or assignments of contracts,
therefor or relating thereto or connected therewith.
To engage in the business of manufacturing, buying, selling, and dealing in
cranes for lifting, hoisting, dredging, and conveying materials of all kinds, and in
conveying machinery, hoisting machinery, and coal-handling machinery of every
description, and in hydraulic, electric, pneumatic, and power machinery of every
tion, and in steam hammers, charging machines, drilling, concentrating,
milling, and mining machines, ingol extractors and foundry plants, and in all kinds
of titt:uu r s. tools, supplies, and apparatus pertaining thereto; or for any other pur-
pose which now is or may be incidental or necessary for a general contracting or
ering business.
I manufacture or purchase, or both, all tools, machinery, and appliances i
sary, proper, or convenient for the carrying on of the said manufacture
To manufacture, buy, sell, and generally deal in iron, steel, and other mi
and any and all the products thereof.
I - quarry, mine, cut, saw, finish, prepare for market, buy, sell, and deal in min-
erals and mineral substances of all kinds ; to buy, lease, or otherwise acquin
build, sell, lease, or otherwise dispose of lands or any interest thereon; to build,
;.ii. own, lease, and operate roads, railroads, or bridges (together with rights
of way for the same), canal boats, steamboats, and other means and mechanism of
transportation ; reservoirs, dams, watercourses, aqueducts, wharves, mills, hydraulic
works, power and lighting plants, equipment works, factories, warehouses, dwell-
ing houses, and oilier works which may be necessary or convenient to the carrying
out of ' ; of the company.
To purchase and otherwise acquire, and to operate, maintain, and dispose of the
mills, p business of individuals, corporations, and firms in anj business
similar to the business of this company or allied therewith.
purchase or otherwise acquire, sell, dispose of, and deal in real and personal
property of all kinds, and in particular lands, buildings, business concerns and un-
dertakings, mortgages, shares, book debts and claims, and any interest in real or
ial property, and any claim- against such property or againsl any person
or company, and to carry on any business, concern, or undertaking so acquired.
To enter into, make, perform, and earn out contracts of i\ers kind and for any
lawful purpose with any person, linn, associate n, or corporation.
FORM 83. -EXPLOSIVES.
To manufacture, buy.sell, export, import, and generally deal in blasts, sporting
r, and higli expl i ?ery class, nature, and description. To manufac-
ture, buy, sell, export, impo in machinery, supplies, tools, and
applim til for the on of the above
I
27
117
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 84. — EXPRESS.
To earn on the business of engaging, receiving, transporting, and delivering
merchandise upon freight, or for hire, within the corporate limits of any city, town,
or village in the United States, or between any cities, towns, or villages in the
I" nit til States, or between any port of the United States and any port or ports of
I mini States, or hetween any foreign port or ports and any port or ports
nt' the United Stales. To carry on the business of equipping, maintaining, and
operating wagons, drays, ears, and vessels of every class and description for the
earning" on of the business hereinbefore provided for. To enter into contracts
for the transportation of merchandise between any of the localities hereinbefore
mentioned, and to niter into contracts for the carriage of mails, passengers, goods,
wares, and merchandise by any means, either by its own vessels, railways, or
conveyances or by the vessels, railways, or conveyances of others. To carry on a
general express, freight, and transportation business ; to gather, receive, distribute,
and deliver goods, wares, and merchandise of every class and description. To
establish stores and warehouses for receiving and delivering packages and circular
matter.
FORM 85. — EXTRACTING COMPANY.
To mine and extract gold, silver, and other precious metals from placers and
lodes or other mineral lands in any part of the United States, and in any and all
foreign countries, and to this end to purchase, lease, or otherwise acquire, hold, own,
mortgage, sell, operate, and control mining property, and all necessary plants and
machinery adapted for the purposes of mining and extracting gold, silver, and
precious metals.
FORM 86. — FANCY GLASS.
To manufacture, buy, sell, export, import, and generally deal in stained glass,
transparent vault and sidewalk lights, hail-proof glass for greenhouses, skylights,
and ornamental stained glass of all kinds and descriptions.
FORM 87. — FARM AND DAIRY PRODUCTS.
To produce, purchase, sell, import, export, and generally deal in milk, butter,
cheese, vegetables, and all kinds of farm, garden, and dairy products. Also to ster-
ilize, condense, preserve, and certify milk.
FORM 88. — FARM PRODUCTS, SOUTHERN.
To produce, manufacture, refine, buy, sell, import, export, and generally deal
in cotton, sugar cane, sugar, molasses, syrups, and tobacco in all forms, and other
products of agriculture or industry.
FORM 89. — FIREPROOFING.
To manufacture, buy, sell, import, export, and generally deal in fireproofing
brick and building material of every kind, nature, and description. Also to manu-
facture, buy, sell, import, export, and generally deal in building material and appli-
ances for the construction of fireproof buildings and the protection of the same
from fire.
FORM 90.— FISHERIES.
To engage in the business of producing, selling, exporting, importing, and deal-
ing in fish and sea products, nets, lines, and seines, and all kinds of appliances
for the catching or preserving of fish. Also to engage in the business of catch-
ing, storing, freezing, packing, salting, canning, and otherwise preserving fish.
A -'> to engage in the business of propagating fish and maintaining ponds for that
purpose; to construct, purchase, lease, or otherwise acquire, maintain, and operate
torage and refrigerator plants and refrigerating cars, and to do a general ware-
and storage business, and in connection therewith to issue registered, certi-
and guaranteed warehouse receipts.
418
FORMS AND PRECEDENTS.
FORM 91. — FLOUR.
To manufacture, buy, sell, export, import, and generally deal in flour, feed,
breakfast foods, and other articles manufactured from grain or cereals. Also to op-
erate in connection therewith grain warehouses, elevators, and cars for the carrying
of grain, flour, and food products.
FORM 92. — FOOD PRODUCTS.
To produce, manufacture, buy, sell, import, export, and generally deal in food
and cereal products of all classes and description. Also to can, export, import, and
sell meats, fish, vegetables, and fruits of all kinds and descriptions.
FORM 93. — FOREIGN COMMERCIAL COMPANY.
This corporation is formed for the carrying on, in any foreign countries, of the
several lines of business herein described. To purchase, sell, exchange, lease, or
otherwise acquire real or personal property, and in particular lands, oil wells, refin-
eries, mines, mining rights, minerals, ores, buildings, machinery, plants, stores,
licenses, concessions, rights of way, light or water rights, and any rights or privi-
leges which may seem to the directors convenient with reference to the business of
the company, and, whether for the purpose of resale, realization, or otherwise, to
manage, develop, lease, mortgage, or otherwise deal with the whole or any part of
such property or rights. To prospect, explore, develop, maintain, and carry on all
or any lands, wells, mines or mining rights, minerals, ores, works, or other proper-
ties from time to time in the possession of the company in any number deemed
desirable; to ereel all necessary or convenient refineries, mills, works, machinery,
laboratories, workshops, dwelling-houses for workmen and others and other build-
ings, works, ;md appliances, and to aid or subscribe towards or subsidize any such
objects. To clear, plat for town-site purposes, manage, farm, cultivate, plant, and
otherwise exploit, work, or improve any land which or any interest in which may
belong to thecompauy; and to deal with or otherwise turn to account any farm
or other products of any such land. To construct, purchase, lease, or otherwise
acquire, maintain, and operate private railways, tramways, wagon roads, private
telegraph and telephone lines. To carry on business as merchants, shipowners,
builders, or ; to acquire by grant, purchase, or otherwise concessions of
any property or privileges from any governmenl or from any authority, individual,
municipal, or otherwise, and to perform and fulfil the conditions thereof. To carry
on in all its branches any kind of manufacturing and trading business. To buy,
sell, and deal in generally all kinds of manufactured products. To acquire by pur-
r otherwise, under franchise or grant, all or any rights or privileges here-
tofore granted or hereafter to be granted by any country, state, or city, foreign
or domestic.
To generally trade in, store, carry, and transport all kinds of goods, wares, mer-
chandise, provisions, and supplies. To acquire by purchase or otherwise, to own,
bold, buy, sell, or convey, lease, mortgage, or encumber real estate or other
Croperly, personal and mixed. 'I'm erect ami construct houses, buildings, ware-
. and works of every description on any land of the company acquired It v
purchase, lease, or otherwise.
To buy, sell, or otherwise acquire, import, export, ami generally deal in all
kind- of agricultural machinery; without the state of | . acquire, construct,
maintain, own, ami operate water works, and to supply municipalities, corpora*
t ions, and individuals ritll water and water power; also to acquire, erect, maintain,
and Construe! any and all lieCCSSarj dams, buildings, plants, maehim rv, lixtures, and
apparatus of every sort for Supplying municipalities, corporations, ami individuals
with water and water power tor all purposes, and to earn on any business ilicidi nlal
thereto, including the purpose of acquiring, constructing, maintaining, and op
water works, pumping stations, and conduits thereto appertaining without the Slate
of , ami in any foreign country, state, or municipality ; a I so to supply the citi-
zens and inhabitants thereof and the Corporation' located and transacting business
119
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
therein with wateT ami water power for domestic, mechanical, public, and fire or ir-
on purposes, with power to acquire, bold, lease, and convey real and personal
estate for the business of the corporation, and to acquire, hold, own, possess, and
, \ franchises and grants from foreign governmental, State, or municipal authori-
ipplying cities, villages, and towns or either, and the inhabitants thereof
with water for all purposes; also to carry on the business of operating water
works, and to acquire and own stock and bonds of oilier corporations organized for
like purposes, and to acquire, own, hold, and possess all such other personal prop-
erty as may be suitable or convenient for the business of the company, with the
right to issue bonds ami secure the same by mortgage of the franchises, rights, con-
tracts, and property of the corporation, real and personal, and to issue common or
preferred stock, and to do all and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment, of any of the objects here-
inbefore enumerated which snail at any time appear for the benefit of the cor-
poration; and in general to carry on any other business, whether manufacturing or
otherwise, which may seem to the corporation capable of being conveniently car-
ried on in connection with the above or calculated to enhance the value or render
profitable any of the corporation's property or rights.
Without the State of and in any foreign country, State, or municipality
to acquire water by grant, purchase, development, or otherwise, and in connection
therewith to furnish and sell water to corporations, public and private manufac-
tories, and individuals for fire protection, manufacturing, domestic and irrigation
purposes, and to collect payments or rentals for the same.
To exercise without the State of and within any foreign country, State,
or municipality, the right of eminent domain, and in the lawful exercise thereof to
condemn for use by said company, its successors or assigns, lands, tenements,
hereditaments, and watercourses for the purpose of constructing thereon artificial
•water ways, irrigation and canal ditches, aqueducts, dams, reservoirs, tanks, stand-
pipes, pumping stations, pumping houses, water works, hydrants, mains, pipe lines,
gates, and valves.
In connection with the power to exercise the right of eminent domain as here-
inbefore provided, said lands, tenements, hereditaments, and watercourses shall,
subject to the consent and approval of the State, country, or municipality wherein
the said right of eminent domain shall be exercised, be condemned and its value
assessed by a board of commissioners appointed by said foreign country, State,
or municipality acting jointly with a like commission appointed by the board
of directors of this company. In case the two commissions cannot for any reason
agree, an arbitrator shall be appointed by the mutual consent of such foreign State,
country, or municipality and by the company, whose decision shall be final and con-
clusive upon botb parties to the arbitration.
Without the State of , subject to the approval and consent of the govern-
ment, State, or municipality wherein the rights hereinbefore provided shall be
exercised, the company shall have the right to make such rules and regulations
governing the distribution of water and fixing the prices for water distribution as
shall be deemed by it from time to time necessary and proper in the premises;
sucli rules when filed with the proper authorities of the State, county, or municipality
to become law.
Without the State of and subject to the approval and consent of the
government, State, or municipality wherein the rights hereinbefore provided for shall
be exercised, the company shall have the right to make such rules and regulations
for the collection of debts due the company from corporations, public or private,
and from individuals when the same shall have been incurred for water furnished
by said company to any such corporation or individuals for the use and benefit, oi
real estate owned or leased by them : such rules to provide by and with the consent
of the State, government, or municipality that the same shall be and become a first
lien against such real estate just above referred to.
Without the State of said Company shall have the power and in any
foreign country, State, or municipality wherein it installs water works to accept
420
FORMS AND PRECEDENTS.
such guaranties from foreign municipalities as to the water of such consumption
municipalities as the company shall require in the premises.
Tlie company shall Lave the right to accept subsidies from foreign governments,
States, or municipalities, and shall have the right to organize sub-companies for any
purpose or purposes authorized by law. The said company shall have the right
without the State of and without the United States and in any foreign coun-
try, by and with the consent of the government of said country, to imporl all materi-
als used in the construction of plains erected by it, and to import the same tree
from all governmental dues and tariffs of said foreign country, provided said materi-
als cannot be purchased therein at prices offered in otli r countries.
The company shall have the right to sell, assign, a i . ransfer to any corporation
or individual any or all of its property upon the eons, u of two-thirds of its stock-
holders first obtained at a meeting duly culled for that purpose, said sale, assignment,
and transfer to include, if the company so elect, any right, grant, franchise, and
privilege at any time bestowed upon said company by any government, State, or
municipality, foreign or domestic.
FORM 94. — FREIGHT AGENTS.
To engage in the business of acting as freight agents for the purpose of ship-
ping, transporting, and forwarding goods, wares, and merchandise by laud or by
water.
FORM 95. — FRUIT COMPANY.
To buy, sell, import, export, and generally deal in fruits and fruit products.
To buy, sell, lease, or otherwise acquire, mortgage, sell, or otherwise dispose
of real estate to any amount not limited by law. To engage in the cultivation,
planting, and production" of fruits and agricultural products. To prepare and
manufacture fruit aud vegetable products and kindred goods of every class
anil description.
FORM 96. — FRUIT PLANTATION.
To plant, cultivate, grow, buy, sell, import, export, and generally deal in oranges,
Lemons, limes, pineapples, dates, figs, and all other kinds of tropical fruits. Also
to plant, cultivate I, export, and import all kinds of vegetables and berries.
Also to operate and maintain packing houses and canning factories for the packing
and canning of fruits, vegetables, and berries of all kinds.
FORM 97. — FUEL-SAVING MACHINES.
To manufacture, buy. sell, lease, or otherwise acquire and generally deal in
smoke-preventing and fuel-saving mechanical and electrical apparatus and devices.
FORM 98. — FURNITURE.
To manufacture, prepare, produce, sell, import, export, lease, and generally deal
in furniture i'' s * uses. Atlso to buy, sell, import, export, and
generallj deal in furnishings of every class and description.
FORM 99. — GARBAGE MACHINERY.
I i manufacture, buy, sell, import, export, and generallj deal in ining.
i all kmds o ry, apparatus, and
appliances connected with the cleanii . . platforms, the
sprinkling of Btreets, and the removal of garb
I'm|:m ton <;.\S.
To manufacture, store, sell, distribute, and supply gas, and I
plant at • '■ nstruct works for hold tut distributing
to manufacture, buy, lell, export, import, and generallj deal
L'l
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
meters, pipes, stoves, burners, engines, and other appliances and conveniences
neoessarj for the business of the company.
FORM 101. — GAS ENGINES, BURNERS, ETC.
To manufacture, buy, sell, import, export, and generally deal in gas generators
and burners, hydro-oarbon burners, incandescent and gasolene lamps, gas and gaso-
lene engines, and any and all machines, articles, and devices for producing and
utilizing heat and power.
FORM 102. — GINNERIES.
To erect, maintain, purchase, or otherwise acquire, operate, and maintain cotton
seed oil mills and ginneries. Also, in connection therewith to produce cotton-seed
oil. To buy and sell cotton seed ; to manufacture, buy, sell, export, import, and
generally deal in cotton seed oil, and the products and by-products of cotton seed.
Also to "manipulate and compound cotton-seed oil with other substances, so as to
make fertilizers to be sold for fertilizing land. Also to gin and compress cotton
into bales for marketing purposes or otherwise.
FORM 103. — GLASS.
To manufacture, export, import, and generally deal in window, plate, and colored
glass of all kinds and descriptions. Also to manufacture, buy, sell, export, import,
and generally deal in table glass ware, vases, and glass ware of all kinds and descrip-
tions. Also to manufacture, buy, and import such crude materials as are necessary
or convenient for the manufacture of glass or glass ware.
FORM 104. -GOLD AND SILVER WARE.
To manufacture, buy, sell, export; import, and generally deal in gold and silver
ware, both solid and plated, of all classes and descriptions. Also to manufacture,
buy, sell, export, import, and generally deal in novelties, glass ware, and fine cut-
lery, leather goods, and carved goods of all classes and descriptions.
FORM 105. - GRAPHITE.
To manufacture, purify, prepare, export, import, buy, sell, and generally deal in
graphite and carbon of all classes and descriptions. Also to engage in the business
of manufacturing, buying, selling, exporting, and generally dealing in paints, elec-
trotyping, and kindred lines of business.
FORM 106. — HARDWARE.
To engage in business as jobbers and retailers of hardware of all kinds and
descriptions. Also to buy, sell, export, import, and generally deal in railway, steam-
boat, manufacturers', mill, plumbers', miners', blacksmiths', steam fitters', and gas
fitters' supplies. Also to buy, sell, export, import, and generally deal in sheet iron,
tools, cutlery, saddlery, and saddlers' goods, round and bar iron, bar and tool steel,
guns, and sporting goods of all kinds and descriptions.
FORM 107. — HOTEL COMPANY.
To build, erect, construct, lease, or otherwise acquire, manage, occupy, maintain,
and operate buildings lor hotel purposes, dwelling houses, apartment houses, office
buildings, and other structures. To buy, own, operate, lease, and occupy lauds,
buildings for hotels, apartment houses, dwelling houses, office buildings, and busi-
ness structures of all kinds for the accommodation of the public and of individuals.
ep, manage, conduct, and operate hotels, apartment houses, dwelling houses,
restaurants, lunch and tea rooms, barber shops, billiard halls, cafes, and bars, for the
accommodation of the public and of individuals.
422
FORMS AND PRECEDENTS.
FORM 108. — ICE.
To manufacture, sell, buy, export, import, and generally deal in machinery,
tools, and devices of every character and description for the cutting or manufacture
of ice. To purchase chemicals for the manufacture of artificial ice. To erect, build,
purchase, lease, or otherwise acquire suitable land and plants for the manufacture
and storage of ice. To eugage in the business of wholesaling and retailing ice to
middlemen and consumers.
FORM 109. — INSPECTION OF ELEVATORS.
To engage in the business of inspecting and repairing freight and passenger ele-
vators in office buildings, business blocks, stores, warehouses, hotels, and apartment
houses, for the protection of the owners or lessees or for insurance companies en-
gaged in the business of guaranteeing owners or their lessees against accidents iu
the operation of such freight and passenger elevators.
FORM 110. — INSURANCE.
To carry on the general business of insurers of persons and property, including
thereunder the transaction of a general life, fire, marine, casualty, plate glass, bur-
glary, and guaranty insurance business.
FORM 111. — IN VESTMENT.
To issue shares of stock, debenture stock, bonds, and other obligations, to invest
money in, and to hold, sell, and deliver any stock, shares, bonds, debentures, deben-
ture stock, and securities of any government. State, corporation, — public or private,
— or other body corporate or otherwise. To vary the investments of the company,
to make advances upon money held in trust ; to issue on com nission, sell, or dispose
of any and all the classes of investments hereinbefore enumerated, or to act as agents
or brokers in connection therewith.
FORM 112. — IRON AND STEEL
To purchase, lease, or otherwise acquire lands in any part of the world for the
purpose of prospectim: tor iron, coal, and other ores. To mine or otherwise to re-
move from such lands iron, coal, and such other minerals as may be found thereon.
To manufacture, buy, sell, expert, import, and generally deal in iron, steel, manganese,
coke, and coal. To sell and generally deal at wholesale and retail, in iron, steel,
manganese, coal, coke, stone, asphalt uin, wood, lumber, and other materials and
the products thereof.
FORM 113. -LAMPS.
To manufacture, buy, sell, import, export, and generally deal in kerosene, elec-
tric, and gas lamps, burners, and fixtures, and devices ol all kinds and descriptions.
FORM 114.- LAND AND DEVELOPMENT COMPANY.
'I' i acquire by purcl own, hold, "-ell. rtgage, or encumber both im-
proved or unimproved real estate wherever situated; to Burvey, subdivide, plat, and
improve the game tor purposes of sale or otherwise; also t" construct, erect, and
jperate t hereon houses, buildings, lighl and power plants, machinery, and appli-
to erect, construe! operate, and maintain telegraph ami telephone lines; to
furnish trater power and electricity tor power and lighting purposes; i" construct,
operate, and maintain and rail* -
FORM 115. -LAUNDRY.
'I'm build, erect, purchase, lease, ''quip, or otherwise acquire a suitable plan! fur
the purpose "f carrying on a general steam and hand laundry business. a| S i. to
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
launder, color, dye, disinfect, mend, clean, renovate, and prepare for use personal
wearing apparel, "household linen, curtains, clothing, carpets, rugs, and fabrics of
all kinds.
FORM 116. -LEAD COMPANY.
To purchase, lease, or otherwise acquire, to own, develop, and sell lands be-
lieved to contain lead and other minerals; also to construct, operate, and carry on
works for smelting, parting, refining, or working lead or other metals.
FORM 117. -LEATHER.
To manufacture, purchase, export, import, sell, and generally deal in leather
and all products thereof; also to buy and sell lauds, timber, bark, lumber, aud
leather, both raw and manufactured, and all kinds of leather belting.
FORM 118. — LIGHT AND HEAT.
To manufacture, distribute, and sell to public and private consumer electric,
gas, and oil machines, apphances, and devices suitable for the production of light,
beat, and power.
FORM 119. — LOCOMOBILES.
To manufacture, construct, purchase, or otherwise acquire, deal in, sell, hire,
lease, use, repair, operate, and maintain automobiles, locomobiles, autocyclcs, and
motor vehicles, wagons, carriages and stages of every kind and character whatso-
ever ; also all parts, devices, and instruments, appliances, engines, machinery, and
things adapted for use in the construction of, upon, or in connection with or in the
operation of such automobiles, locomobiles, autocycles, wagons, carriages, stages,
and motor vehicles of every kind and character whatsoever; also generating and
propelling apparatus, motive power and machinery therefor.
FORM 120. — LUMBER AND NURSERY.
To purchase, lease, or otherwise acquire real or personal property of every class
and description; to raise, produce, buy, sell, exchange, and deal in trees, plants,
shrubs, cereals, and any and all kinds of vegetable products. To do a general nur-
sery business. To grow and produce trees and timber suitable for manufacture
into lumber. To manufacture lumber, shingles, laths, staves, boxes, and barrels.
To buy, lease, or otherwise acquire, maintain, and operate saw-mills and lumber
Yards.
FORM 121. — MACHINERY.
To manufacture, export, import, buy, sell, and generally deal in manufacturers',
builders', and mill supplies, engines, machinery, and appliances; to manufacture,
buy. sell, export, import, and generally deal in machinery of all kinds, classes, aud
description.
FORM 122. - MAGAZINES.
To prepare for publication, print, electrotype, bind, sell, and distribute maga-
newspapers, books, and publications of every class and description, and to
generally in the business of job and book printers, bookbinders, engravers,
and electrotvpers.
FORM 123. — MANGANESE, ETC.
To carry on the business of mining, milling, concent ratine:, converting, smelting,
treating, preparing for market, manufacturing, buying, selling, exchanging, aud
otherwise producing and dealing in manganese, copper, lead, zinc, brass, iron, steel,
and in all kinds of ores, metals, and minerals, and in the products and by-products
thereof of every kind and description ; and by whatsoever process the same can be
or may hereafter lie produced, and generally and without limit as to amount, to buy,
sell, exchange, lease, acquire, and deal in lands, mines, aud mineral rights and claims,
and in the above specified products, and to conduct all business appurtenant thereto.
424
FORMS AND PRECEDENTS.
FORM 124. — MANUFACTURING.
To purchase, lease, or otherwise acquire lauds and buildings for the erection and
establishment of manufactories and workshops with suitable plants, engines, and ma-
chinery. To manufacture, buy, sell, import, export, and generally deal in machinery
of all classes and descriptions.
FORM 125. — MATCHES.
To manufacture, buy, sell, export, import, and generally deal in friction and
safety matches of all kinds, classes, and description. Also to manufacture, sell,
import, export, and generally deal in boxes and receptacles for packing and ship-
ping matches.
FORM 126.— MECHANICAL ENGINEERS.
To carry on the business of mechanical engineers in all its various branches;
also to manufacture engines, dynamos, implements, rolling-stock, and hardware of
all kinds,; also to engage in business as tool makers, brass founders, mill workers,
boiler makers, millwrights, machinists, manufacturers of iron and steel compressors,
merchants, electrical, civil, and water-supply engineers.
FORM 127. — MEDICAL COLLEGE.
To build, construct, buy, lease, or otherwise acquire, equip, maintain, and con-
duct a college for the purpose of giving instruction and courses of study in medi-
cine, materia medica, clinics, therapeutics, surgery, and pathology, and iu connection
with the foregoing to maintain clinics, dispensaries, and hospitals; to issue to those
who have pursued such courses of Instruction therein as entitle them to the same,
i such as have duly completed such courses the degree of Doctor of Medi-
cine (M I)). Also the granting of diplomas to those who have not completed
the courses necessary to obtain the degree of " Doctor of Medicine," showing the
completion of such work as they may have successfully completed while in the
institution.
FORM 128. — MEDICAL INSTITUTE.
To build, equip, maintain, and operate institutions for the treatment and care of
the sick, young, ami infirm. To furnish massage and electrical treatment ol all kinds ;
to furnish baths of all kinds and descriptions; to operate dispensaries, chemical
and physical laboratories; to furnish instruction in osteopathy, massage, medical
electricity, chiropody, dermatology, and manicuring.
FORM 129. — MERCANTILE AGENCY.
To establish, maintain, and conduct a general mercantile agency in all parts of
the world, and in connection therewith to secure, tabulate and distribute informa-
tion, statistics, and facts relating or affecting the busiuess, liabilities, credit, and
character of individuals, firms and corporations engaged in any business m any
part of tin; world \ JO to establish, maintain, and conduct in connection therewith
a collection business for the collection bj presentation, suit, or otherwise of accounts,
i's, and obligations of all kinds ANo to earn on a general printing, publish-
ing, bookbinding, and advertising business, and to prepare, sell, and distribute hooks,
directories, reports, ratings, and other matters of interest \*> traders, bankers, and
illy.
K IRM L80. MICA.
'I , e acquire lands suitable for mining purposi
to equip, work, excavate, develop, and mine the same; to mine, quarry, smelt,
refine, an i, amalgamate, and prepare for markel mica, nickel, and talc orei I •
■■. port, and generally deal in plants, machinery,
: in connection with the mining, quarrying,
smeltii ■ ;i1 "' ,:i ' r
125
/
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 131. -MINING. (Limited powers.)
T> prospect for. Locate, acquire by discovery, lease, license, option, purchase,
franchise, grant, u r it't, devise or otherwise, hold, possess, enjoy, develop, mine, work,
operate, and exploit mines, mineral lands and claims, mining rights, metalliferous
lands and rights in or elsewhere. Also to curry on the business in all its
various branches of mining lor gold, silver, tin, lead, iron, and coal.
FORM 132. — MINING. (Full powers.)
(To the objects set forth in form 131 add the following:)
To construct, purchase, or otherwise acquire, maintain, and operate tunnels,
sluices, reservoirs, and ditches for mining, irrigation, and transportation purposes.
Also to purchase, lease, or otherwise acquire lands, mills, mill sites, tunnel sites,
buildings, machinery, power houses, pumping plants, pump machinery, dump rights,
ditch rights, flumes, pipes, pipelines, private railways, private tramways, private roads,
easements, franchises, and licenses. Also to purchase, construct, lease, or otherwise
acquire, operate, and maintain electric lighting and power plants, buildings, machin-
ery, appliances, and equipments appertaining thereto. To purchase, construct, lease,
or otherwise acquire, operate, and maintain telegraph and telephone lines for the
transmission of messages and sound by electricity. To furnish gas, water, elec-
tricity, power, heat, and light for mining, milling, agricultural, domestic, and other
uses and purposes, and to sell, lease, or dispose of the same to such persons or cor-
porations, and for such price or prices and on such terms and conditions as to this
corporation may seem proper. To develop, sell, store, contract for, and generally
deal in and dispose of to such persons or corporations, and for such price or prices
and on such terms and conditions as to tins corporation may seem proper, electri-
cal and other power for the generation, distribution, and supply of electricity for
mining, heating, and power purposes. To purchase, lease, or otherwise acquire,
construct, and maintain plants for the purpose of extracting values from refractory
ores. To purchase, treat, refiue, extract, reduce, crush, calcine, smelt, concentrate,
and manipulate all kinds of ores, minerals, and metalliferous substances with a view
to obtaining therefrom gold, silver, tin, lead, copper, iron, and other metals, combi-
nation of metals, or other valuable substances with a view to preparing the same for
market. Generally to engage in smelting, reducing, crushing, refining, milling, treat-
ing, assaying, and selling minerals and ores of all kinds, classes, and descriptions.
To buy. sell, manufacture, and generally deal in machinery, blasting powder, and
high explosives of every description, fuses, caps, implements, candles, and con-
veniences suitable for use in connection with mining and metallurgical operations.
To purchase, lease, or otherwise acquire lands for the purpose of erecting thereon
office buildings, plants, workshops, dwelling houses, warehouses, stores, hotels, and
other buildings in connection with the foregoing purposes.
FORM 133. — MINING INVESTMENTS.
To invest in, take over, buy, sell, pledge, and exchange stock, shares, bonds,
and securities of mining companies, whether incorporated under the laws of the
several commonwealths or under the laws of any foreign country ; to make advances
upon, hold in trust, buy and sell on commission, sell or dispose of any of the
invest incuts aforesaid, or to act as auditor for any of the above or like purposes. To
hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage, pledge, or
otherwise dispose of shares of the capital stock, bonds, and securities issued or created
by other corporations, and while the holder thereof to exercise all the rights and
f)rivileges of ownership, including the right to vote thereon. To cause or allow the
egal title, estate, and interest in any property acquired, established, or carried on by
the company to remain or to be vested or registered in the name of or carried on by
any other company or companies, foreign or domestic, formed or to be formed, and
either upon trust for or as agents or nominees of this company, or upon any other
terms or conditions which the Board of Directors may consider for the benefit of
42 G
FORMS AND PRECEDENTS.
this company, and to manage the affairs or take over and carry on the business
of such company or companies so formed or to be formed, either by acquiring the
shares, stocks, or other securities thereof, or otherwise howsoever, and to exercise
all or any of the powers of holders of shares, stocks, or securities thereof, and to
receive and distribute as profits the dividends and interest on such shares, stocks,
or securities. To guarantee the payment of dividends or interest on any share,
stocks, debentures, or other securities issued by or any other contract or obligation
of any corporation when in the judgment of its directors the same is proper or
necessary for the business of the company; and provided the required authority be
first obtained from the Board of Directors for that purpose. To remunerate any
person or persons or corporation for services rendered or to be rendered in placing
or assisting to place, or guaranteeing the placing of any of the shares of the com-
pany's capital, or any debentures or other securities of the company, or in or about
the formation or promotion of the compauy or the conduct of its business.
FORM 134. -MINING RIGHTS.
To search for, prospect, and explore for ores and minerals, and to locate mining
claims, grouuds, or lodes in the United States of America or the territories thereof,
or in foreign countries, and record the same pursuant to the mining laws of the
said United States or other countries ; and to acquire mining and mineral rights or
interest therein when desirable ; to mine, quarry, work, and develop mining grounds,
claims, or lodes, mining and mineral rights ; to crush, concentrate, smelt, refine,
dress, amalgamate, and prepare tor market ores, metals, and mineral substances
of all kinds, and to do all other acts and things necessary or conducive to the
company's objects, including the erection of buildings or works and the installing
of machinery and appliances of every description whenever required; to mortgage
any mining grounds, claims, or lodes, mining and mineral rights, or other property
belonging to said company, and to issue bonds of the company whenever it may
be determined so to do. To purchase, acquire by lease, license, or otherwise mining
grounds, claims, or lodes, mining and mineral rights, concessions or grants, or any
interest therein, and to obtain patents therefor when desirable. To buy, sell, and
deal in oks and minerals, plants, machinery', tools, implements, groceries, provisions,
clothing, boots and shoes, furnishing articles, hardware, wooden and metallic ware,
with all other articles and things in any wise required or capable of being used in
connection with mining operations, and to make and manufacture such articles
when required. To construct, carry out, maintain, improve, equip, manage, control,
and superintend any roads, ways, private railways, private tramways, bridges, reser-
voirs, watercourses, aqueducts, wharves, piers, docks, bulkheads, furnaces, mills,
crushing, concentrating, and smelting works, hydraulic works, factories, dwelling
and warehouses: to purchase vessels or other means of transportation,
except railroads other than private railroads, and equip and operate the same as
required for the uses and purposes of the company, and also to do any other acts
and things relating to mining.
FORM 135. — MORTGAGE AND TRUST.
To i e or offer for sale stocks, bonds, mortgages, and other obligations ;
to invest for individuals or corporations any stocks, bunds, mortgages, debentures,
and securities of any government, state, corporation, — public or private, and to
varv the investments of the company. To transfer, register, and countersign certifi-
cates of stock, bonds, ]■ oilier evidences of indebtedness, To
of any corporation, domestic or foreign, public or private. To act as trustee under
any deed of trust, mortgage, bond, or other instrument issued h\ an\ municipality,
body politic or corporate, per on, or association, and to accept ami execute any
business in relation lie olo 'I , ad B 11 gi Mai of stoeks. bonds, cert ilicat l
debentures, and a, transfer agent of any corporations or individuals To act as
resident agenl for don corporations, (See also Form ..'■
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 136. — MOTOR CARS.
To manufacture, buy, sell, import, export, and generally deal in all kinds of
automobiles, motors, engines, machines, and all kinds of machinery and devices for
tiic operation of strain, electricity, and other forms of power. To manufacture,
buy, sell, export, import, and generally deal in cars, carriages, wagons, engines,
apparatus, and vehicles of every kind and description for the transportation 01 pas-
sengers and goods. To manufacture, buy, sell, import, export, and generally deal in
machinery, machine supplies, and engineering appliances incidental to the construc-
tion of motor ears.
FORM 137. — MOTOR COMPANIES.
To manufacture, buy, sell, export, import, and generally deal in motors run
and operated bj water, steam, or electricity, including the manufacturing, buying,
selling, importing, exporting, and generally dealing in any and all kinds of motors
and oilier parts and materials entered into or used in the manufacture and opera-
tion of tiic same, and generally to carry on the manufacturing and selling of any
articles or specialties, patented or otherwise, which can be carried on in conjunction
with any of the matters aforesaid in or upon the premises of the company, and for that
purpose to purchase, lease, or otherwise acquire and sell real aud personal property,
including all necessary machinery adapted to such apparatus.
FORM 138. — MUSICAL INSTRUMENTS.
To manufacture, buy, sell, import, export, and generally deal in musical instru-
ments of all kinds, classes, and description. Also to purchase, print, publish, and
sell vocal and instrumental sheet music.
FORM 139. — NEWSPAPERS.
To engage in business as proprietors and publishers of newspapers to be printed
at the City ol' State of and to be known as " ,"
and in connection therewith to carry on the business of job printing, engravers,
publishers, lithographers and electrotypers.
FORM 140. — NICKEL.
To prospect for, acquire, lease, and develop lands containing or believed to con-
tain nickel and other ores, coal, or oil. Also to mine, mill, reduce, smelt, manu-
facture, and prepare for market nickel aud other wares and all or any products
thereof.
FORM 141.— NOVELTIES.
To manufacture, buy, sell, import, export, and generally deal in novelties
of every class and description, whether patented or otherwise. To engage gener-
ally in buying, selling of goods, wares, and merchandise of every class and.
description.
FORM 142. — OIL AND PETROLEUM.
To locate, purchase, lease, or otherwise acquire lands, mines, mineral claims,
water rights and franchises, mill sites, timber lands, limestone quarries, and particu-
larly lauds containing or believed to contain petroleum and other oil springs and
ts ; to carry on the business of searching for, prospecting, preparing, produc-
. piping, storing, transporting, supplying, buying, selling, manufacturing,
and distributing petroleum and other oils and their products and by-products. To
construct, build, operate, and maintain oil wells, refineries, buildings, machinery,
plants, stores, and warehouses. To handle, store, transport, and prepare for market
oils and oil products and by-products, and to erect, maintain, and operate refineries,
mills, works, laboratories, workshops, aud dwelling houses for workmen and others.
ii|, for, prospect, examine, refine, smelt, reduce, crush, concentrate, manipu-
late, and treat gold, silver, lead, copper, iron, and minerals of every class and descrip-
tion. To manufacture, buy, sell, import, export, and generally deal in machinery,
428
FORMS AND PRECEDENTS.
pumps, drills, fuses, caps, candles, implements, and conveniences suitable for use in
connection with the oil or mining business.
FORM 143. —OIL AND PIPE LINE COMPANY.
To purchase, lease, or otherwise acquire lands, mineral and oil rights and
privileges in the State of . Also to purchase, lease, or otherwise acquire
in the State of and other parts of the world, lands containing or be-
lieved to contain petroleum or other oil spring deposits. Also to store and trans-
port oil, gas, brine, and 01 her mineral solutions, and to make reasonable charges
therefor. To buy, sell, and furnish oil and gas for lighting, heating, and other
purposes. To lay down, construct, maintain, and operate pipe lines, tubes, tanks,
pump stations, connections, fixtures, storage houses, and such machinery, apparatus,
and devices as may be necessary to operate such pipes and pipe lines between
various points. Also, wherever permitted by law, to have right and power to enter
upon riirhts of way, easements, properties of all persons and corporations, and
to have the right to lay its pipes and pipe lines across and under any public road,,
railroad, right of way, street railroad, canal, or stream. To lay its pipe and pipe
lines across and under any street or alley in any incorporated city or town, with the
consent and under the direction of the proper authorities of such cities or towns.
Also to carry on the business of producing, refining, and storing petroleum products,
vegetable and mineral oils.
FORM 144. — PAINTS.
To manufacture, buy, sell, import, export, and generally deal in paints and
painters' supplies.
FORM 145. — PAPER.
To engage in business as manufacturers and dealers in paper, and paper sub-
stitutes of all kinds. Also to buy, sell, export, import, and generally deal in wall
paper, wood pulps, and all kinds of materials useful or necessary in the manufacture
of paper.
FORM 146. — PASSENGER AND BAGGAGE TRANSFER.
To engage in the business of transfer for hire within the city of
(or between certain designated cities) passage, baggage, and freight. Also to
purchase, lease, or otherwise acquire carnages, coupes, han nobiles, bag-
I mail wagons, carts, and drays. Also to purchase horses, barns,
and warehouses in order to facilitate the carrying on of the above lines of business.
Also to store and care for all kinds of vehieles, trunks, and personal property of
every description in connection therewith. To operate and maintain one or more
barii^, warehouses, and storerooms.
FORM 147. —PATENT MEDICINES.
'I manufacture, buy, sell, export, import, and generally deal in patent medicines,
formula-, and preparations of every kind, class, and description. AN., to carrj on
the businrss of chemists, druggists, chemical manufacturers and dealers in phar-
tical and medicinal preparations. Also I" prepare, buy, sell, export, import,
and generally di al in mineral waters, liquors, and prepared foods.
FORM 148. - PATENTS.
To establish, conduct, and earn- on the business of buyit - and other*
•arise dealing in improvements, trade marks, trade names, ami at pati at,
registrar both domestic ami foreign, whet the United
States or any foreign country or government To apply for, procure, and obtain
any and all 'necessary letters patent or grants, both foreign and domestic, for all
inventions, improvi ■■ I secret pi r the account and in the name of
L20
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
the corporation, or as the agent for any person, firm, or corporation. To exploit
and develop :in> and all such inventions, improvements, trade marks, and processes
1>\ establishing in this or any foreign country any and all necessary plants,
factories, and machinery for the manufacture of patent articles of any class,
nature, or description.
FORM 149. — PHONOGRAPHS.
To manufacture, buy, sell, export, import, lease, or otherwise acquire, invest,
and generally trade in sound-reproducing machines, talking machines, and records
for such machines, and all appurtenances thereto, together with all rights, patents,
and improvements thereon, now held or hereafter to be obtained by purchase or
otherwise, including all necessary machinery adapted for such purposes.
FORM 150. — PHOTOGRAPHY.
To carry on a general photographic business in all its various branches within
the city of . To purchase, lease, or otherwise acquire the necessary
chemicals, screens, drugs, cameras, and apparatus for the taking, developing, and
finishing of all kinds of photographs. To purchase, sell, and generally deal in
cameras, photographic supplies, pictures, picture-frames, prints, drugs, chemi-
cals, and supplies necessary or useful in the taking, development, and printing of
photographs.
FORM 151.— PIANOS.
To manufacture, buy, sell, import, export, and generally deal in pianos, organs,
and all kinds of musical instruments. To sell and lease musical instruments and
any and all parts thereof. To manufacture, buy, sell, import, export, and generally
deal in all kinds of machinery, supplies, implements, appliances, substances, and
materials incidental to or entering into the manufacture of pianos, organs, and
musical instruments. To purchase or otherwise acquire any interest in and to
patents, brevets d'invention, licenses, concessions, and the like conferring an ex-
clusive or non-exclusive or limited right or any secret or other information as to
any invention in relation to musical instruments of any kind.
FORM 152. — PIPE FOUNDRY.
To manufacture, buy, sell, export, import, and generally deal in all kinds of pipe
castings and fittings.
FORM 153. — PLANTATION COMPANY.
To engage in the buying, selling, raising, importing, and exporting of fruit and
vegetable products. To cultivate, plant, produce, buy, sell, and raise all kinds
of vegetable products. To do a general importing and exporting business by and
between domestic and foreign ports, and also a general coastwise business to
domestic ports.
FORM 154. — PLUMBERS' SUPPLIES.
To manufacture, export, import, buy, sell, and generally deal in all kinds of
plumber supplies, including lead, steel, and copper, pipe, traps, sheet lead, solder,
and iron. Also brass, wood, marble, or other earthenware material or supplies
necessary or convenient in carrying on the aforesaid business.
FORM 155.— POTTERY.
To manufacture, buy, sell, import, export, and generally deal in all kinds of
pottery, tile, and earthen products.
430
FORMS AND PRECEDENTS.
FORM 156. — POULTRY.
To engage in the business of raising, selling, and preparing for market all
poultry and eggs. To purchase, lease, or otherwise acquire land, buildings, and
necessary equipment for the carrying on of the aforesaid business. To buy and
sell chicken food and incubators. To buy, sell, import, export, and generally deal
in poultry and poultry products of every kind, class, and description. To hatch,
breed, and raise, either by natural means or incubators, poultry of every kind, class,
and description. To buy and sell chickens, ducks, geese, and guinea-fowls. To
print, publish, and distribute magazines and literature of every class and description,
FORM 157. - PUBLISHERS.
To engage in business as proprietors and publishers of newspapers, journals, and
magazines. To acquire, print, publish, conduct, or otherwise deal with any news-
paper, magazine, books, or other publications ; to carry on the business of newspaper
and magazine proprietors and publishers. To carry on the business of job printers,
lithographers, electrotypers, engravers, and advertising agents.
FORM 158. — QUARRY.
To acquire, mine, cut, finish, buy, sell, import, export, and generally deal in
marble, and all kinds of building and paving stones. Also to acquire by purchase,
lease, or otherwise lauds believed to contain marble, building and paving stone.
FORM 159. — RAILWAY EQUIPMENT.
To buy, lease, or otherwise acquire, construct, maintain, and operate smelters,
rolling mills, carriages, machine shops, furnaces, crushing works, and hydraulic
works of every class and description; to manufacture, buv, sell, import, export,
and generally deal in all kinds of rails, tics, switches, signals, torpedoes, fuses,
engines, and supplies for railroads and street railways; to manufacture, buy, import,
export, and generally deal in iron, steel, aluminum, manganese, lead, zinc, tin, cop-
per, and Lumber.
FORM 160. — REAL ESTATE. (City.)
To purchase, lease, or otherwise acquire, sell, and exchange lands, tenements,
and hereditaments situated in the city of and vicinity; also to build, con-
struct, reconstruct, alter, furnish, equip, and maintain thereon offices, apartment
Less blocks, buildings, shops, and structures of all kinds for others on
commission >;■ otherwise! Also to manage business blocks, apartment bouses for
owners, and to guaranty the income thereof, and to collect rents therefrom, and to
supply lo tenants and others janitor service, light, heat, and power appliances,
messenger and elevator service. Also to a-M>t financially or otherwise contractors
and builders engaged in the business ( ,f building or improving any lands wherever
situated
FORM 161. — REALTY.
To buy, sell, exchange ( and generally deal in real properties, improved and
unimproved, office buildings, store building*, dwelling houses, barns, wharves,
water rights and privileges; to build, construct, operate, maintain, lease, and sell
dwelling bouses, apartmenl I ses, and business blocks of all kinds and description.
To maintain a general i •• and broker's business, including tbe right
to man- to acl as agent, broker, or attorney in fact lor any person or cor-
poration; to make and iproved or unimproved, and
to supervise, manage, and protect BUch property and loans, ami all interests and
claims affecting the ame; to haw the tme insured against fire and other casual-
ties; to investigate tbe credit, financial solvency and sufficiency of borrowers,
mortgagors, and sureties upon bonds, mortgages) and undertakings. To improve)
i:;i
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
manage, operate, sell, mortgage, lease, or otherwise dispose of any property, real
or personal, and take mortgages and assignments of mortgages upon fcne same.
FORM 162. - REDUCTION COMPANY.
To buy, lease, or otherwise acquire, construct, maintain, and operate plants of
everj nature and description, for the purpose of extracting refractory ores and
minerals of every description.
FORM 163. — REFINERIES.
To buy, lease, or otherwise acquire lands containing or believed to contain
petroleum, natural gas, oil springs, or mineral deposits ; to carry on the business of
producing, refining, storing, supplying, and distributing petroleum products of all
classes and description; to refine, store, distribute, and sell vegetable and mineral
oils; to purchase or otherwise acquire, lease, construct, operate, and maintain
refineries, mill works, laboratories, pipe lines, storage tanks, dwelling houses for
workmen and others in connection with the purposes hereinbefore set forth.
FORM 164. — RESTAURANTS.
To purchase, lease, own, and operate restaurants and lunch stands in the city
of • Also to buy and sell cigars and liquors.
FORM 165. —RUBBER COMPANY.
To acquire by purchase, lease, exchange, or otherwise lands, tenements, here-
ditaments, and property of every class and description, for the planting, cultivation,
and growing of rubber trees, aiid for the purpose of producing, buying, exporting,_
importing, selling, and generally dealing in rubber, and the articles and goods of
all kinds of which rubber is a component part, together with the various materials
which enter into the manufacture of such goods. To carry on the business of
planters. To purchase, or otherwise acquire, manufacture, prepare for market,
export, import, and sell any products or by-products of rubber, and to sell, dispose
of, and generally deal in the same, either in their prepared, manufactured, or raw
state, both at wholesale and retail.
FORM 166. — SALT.
To manufacture, buy, sell, export, import, and generally deal in salt and the
products thereof. Also to acquire by purchase, lease, or otherwise lands believed
to contain salt and other minerals.
FORM 167. - SANITARIUMS.
To build, construct, purchase, lease, or otherwise acquire, equip, and maintain
"""^sanitariums for the treatment and care of the sick, disabled, and infirm. To main-
tain in connection therewith dispensaries, hotels, and training schools for nurses.
FORM 168. — SAUCES AND PICKLES.
To manufacture, buy, sell, import, export, and generally deal in sauces, catsups,
relishes, pickles, and garnishing supplies ; to buy, lease, or otherwise acquire,
construct, maintain, and operate sauce and pickle factories, cold-storage receptacles,
warehouses, and depots. To raise vegetables and fruits of all classes and
descriptions.
FORM 169. — SAW-MILLS.
To purchase, lease, or otherwise acquire timber-lands, tracts, and rights. To
buy, sell, export, import, boom, saw, and prepare for market, and generally deal in
timber and wood of all kinds. Also to manufacture, buy, sell, export, import, and
rally deal in all kinds of goods and articles manufactured from wood, and
rally to carry on business as saw-mill proprietors, timber and lumber dealers.
t32
FORMS AXD PRECEDENTS.
FORM 170. — SCALING.
To scale steam boilers, bilges, water tanks, and kindred articles ; to clean and
furnish shafts and tunnels ; to build wells and kindred articles, and to do all kinds
of repair work ; to build, repair, own, buy, and sell scaling works and shops of
every nature and description ; to manufacture, buy, sell, import, export, and gen-
erally deal in engines, boilers, shop machinery, fixtures, and supplies, and all kinds
of heavy hardware.
FORM 171. - SEPARATORS.
To manufacture, buy, sell, import, export, and generally deal in separating
machines of all kinds, classes, and description ; to buy, lease, or otherwise acquire,
construct, operate, aud maintain factories, workshops, warehouses, and depots
for the manufacture of separating machines.
FORM 172. —SEWING MACHINES.
To manufacture, buy, sell, import, export, and generally deal in sewing ma-
chines of all kinds, aud all tools and appliances appertaining thereto.
FORM 173. -SHEER
To carry on in all its branches a general live stock and stock raising farm and
range business; to buy, sell, breed, raise, export, import, and generally deal in
sheep, cattle, horses, poultry, and all kinds of domestic animals. To buy, lease, '>r
otherwise acquire, construct, maintain, and operate slaughter-houses, factories,
stock yards, and to carry on a dairy business in all its several branches.
FORM 174. -SHIP BUILDING.
To build, prepare, operate, sell, and charter steamships, sailing vessels, boats, and
canoes of all kinds, together with all appliances and machinery entering into or
convenient for the construction or operation of the same. Also to manufacture, buy,
sell, export, import, and generally dial in mpcs, cables, windlasses, capstans, tackle,
aud tarpaulius of all kinds and descriptions.
FORM 175. — SILK.
To manufacture, produce, export, import, buy, sell, and generally deal in silk
and other fabrics ; to raise silkworms ami COCOOns, and deal m each and all of the
products thereof; to manufacture, buy, sell, import, export, and generally deal in
yarn, thread, and other like material, ami to spin, u cave, and handle the
same and deal with other fabrics. To plant, raise, buy, and sell cotton plants and
Convert the same into fabrics. To plant and raise mulberry trees and other silk-
worm foods.
FORM 176. -SLATE AND TILE.
To manufacture, buy. sell, export, import, and generally deal in slate, stom
brick, marble, ami budding materials of all kinds and di seriptions.
FORM 177. SLAUQHTEB H<>t
To raise and | "id Bheep for tin' purpose of fattenit
same for f I purposes. A.lso to carrj on the business of maintaining and operat-
lughter-nousea for the purpose of Blaughterin • hogs, and
'I'., operate and maintain Btock said and wire:
I hay, oats, bran, corn, alfalfa and ot "id cereals.
Also I n the manufacture and production Of hides, oil, glue, and animal
fertilizers of all kinds and descry'.
2R
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 178. -SLOT MACHINES.
To manufacture, buy, sell, import, export, and generally deal in slot machines of
whatsoever name and nature; to manufacture, buy, sell, import, export, and gen-
erallj deal in all articles, apparatus, plants, and machinery useful in or which may
be used in connection with the foregoing described business or any of its branches.
FORM 179. -SOAP.
To manufacture, buy, sell, import, export, and generally deal in soap for toilet
and domestic use. Also to purchase all materials suitable or necessary for the
proper manufacture of soap.
FORM 180. - STATIONARY ENGINES.
To manufacture, construct, purchase, or otherwise acquire, deal in, sell, hire,
lease, use, repair, operate, and maintain stationary engines and engines or power
applying machinery and devices of any and every character, and any and all parts,
devices, appliances, instruments, and things adapted for use in the construction
of, upon, or in connection with or in the operation of such stationary engines and
engines or power applying machinery and devices of any and every character.
FORM 181. — STATIONERS.
To engage iu business as stationers, printers, electrotypers, lithographers,
engravers, bookbinders, booksellers, and paper dealers.
FORM 182. — STEAMBOATS.
To buy, lease, or otherwise acquire, construct, maintain, and operate steamboats
and other vessels of any class ; to establish and maintain lines of regular service of
steamboats and other vessels to be employed in inland or coastwise service in the
United States and between the ports of the United States and foreign countries.
To carry on the business of shipowners, and to enter into contracts for the carriage
of mails, passengers, goods, and merchandise by any means, either by its own vessels,
railways, or conveniences or by or over the vessels, railways, or conveniences of
others. To insure against loss by fire, flood, or other calamity the cargo carried
or transported upon the company's steamboats or other vessels, and upon such
steamboats and vessels themselves. To buy, lease, or otherwise acquire, construct,
maintain, and operate wharves, piers, docks, warehouses, and depots; to manufac-
ture, buy, sell, and generally deal in all kinds of materials, articles, machinery,
S, boilers, and furniture entered into or suitable or convenient for the con-
struction, equipment, and operation of steamboats and other vessels; to design,
construct, and repair vessels, ships, boats, wharves, docks, dry docks, and piers.
To carry on the business of cold-storage warehouse and any business incidental or
impliedly incidental thereto. To issue certificates, negotiable or otherwise, to per-
sons warehousing goods with the corporation, and to make advances or loans upon
the security of such goods or otherwise.
FORM 183. — STEEL LATH AND FIREPROOFING COMPANY.
To manufacture, sell, import, export, and generally deal iu all kinds of sheet-
steel lath suitable for the fireproofing of buddings and structures of every kind
and description ; to manufacture, sell, import, export, and generally deal in sheet
iron and steel of all kinds and description; to carry on the business of contractors
and builders in all the various branches of said business.
FORM 184. — STEEL MANUFACTURE. (Part of charter of U. S. Steel
Corporation.)
To mine, prepare for market, and transport coal, iron, steel, and all mineral sub-
stances. To manufacture, buy, sell, deal in and deal with iron, steel, copper, man-
434
FORMS AND PRECEDENTS.
ganese, lumber, and other materials, and all or any articles consisting or partly
consisting of iron, steel, copper, wood, or other materials, and all or any products
thereof. To acquire, own, lease, occupy, use, and develop any lands containing coal
or iron, manganese, stones, or other ores or oil, and any woodlands or other lands for
any purpose of the company. To mine or otherwise extract or remove coal, ore,
stone, and other minerals and timber from any lands owned, acquired, leased, or
occupied by the company, or from any other lands. To buy*, sell, or otherwise deal
or traffic in iron, steel, manganese, copper, stone, ores, coal, coke, wood, lumber,
and other materials and any of the products thereof, and any articles consisting or
partly consisting thereof. To promote, construct, divide, acquire, approve, manage,
develop, control, take on lease or agreement, sell and use, work and dispose of any
roads, sidings, private railways, pipe Hues, wharves, docks, bridges, reservoirs,
canals, water courses, hydraulic works, gas works, electrical works, mills, foundries,
furnaces, warehouses, ships, buildings, buildings for employees and others, and other
works and appliances. To construct, lease, own, operate, and sell transportation
rights by laud or water in any State or country subject to the laws thereof, either
directly or through the ownership of stock in any corporation. To manufacture,
purchase, lease, acquire, and own goods, wares, and merchandise and personal
property of every class and description. To hold, own, sell, and otherwise dispose
of, trade, deal in, and deal with the same. To acquire and undertake the good
will, property, rights, franchises, and assets of every kind and the liabilities of any
person, firm, or association, either wholly or partly, and to pay for the same in cash,
stock, or bonds of the company or otherwise. To the extent permitted by the
local laws of any State or foreign country where the property may be situated,
the company may cause or allow the legal title, estate, and interest in any property,
or business acquired or carried on by the company to remain or be vested or regis-
tered in the name of or carried on by an individual, or to be operated by another
company or companies, foreign or domestic, formed or to be formed, and either
upon trust for or as agents of this company or upon any other terms and condi-
tious which the board of directors may consider for the benefit of this company,
to manage the affairs so taken over. To carry Bn the business of such company or
companies so formed or to lie formed, either by acquiring the stock or other secu-
rities thereof, ana acquire all or any of the powers of holders of shares, stock, or
ies thereof, and receive and distribute dividends on such stock, shares and
securities.
FORM 185. — STEREOPTICON MACHINES.
To manufacture, construct, buy, sell, import, export, and generally deal in
stereopticon , whether automatic or otherwise, of all kinds and descrip-
tion; and in connection therewith to buy, sell, lease, or otherwise acquire suitable
stores, space 111 expositions and fairs, anil concessions of all kinds.
FORM 186. - STEVEDORES.
To carrv on businef redores in the city of and vicinity, and
in connection therewith to buy and sell trucks, wheelbarrows, hoisting machin-
ery, apparatus, doiikcy-cnu'incs. draft animals and all kinds of apj CeSSarj,
useful, or convenient to the proper transaction of the business of stevedores.
FORM 187. STOCK BROKERS.
To buy, sell, negotiate, exchange, pledge, trade, and deal in and with-'
debentures, scrip, bonds, and securities of any government, state, or public
or private corporation "r am corporate body; to trade and deal in and writb real
estate, mines, metals, minerals, and oil, cotton, grain, produce, or oth
to mvest m any or eitKer of the foregoing, and from time to tune t . . change
the investments of the , ,pany ; to mortg • change all or
any part of the investments of the company or its property and rights; to make
advances on, sell or d , iny property or investments, or to act u
135
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
or broker for any or either of the corporate purposes. To purchase or other-
quire the capita] stock, shares, debentures, scrip, bonds, or oilier evidences
of iudebteduess of anj other corporation, and to issue in exchange its own stock,
. bonds, debentures, snip, or other evidences of indebtedness in payment
therefor, and while the owner thereof to exercise all the rights of ownership,
including the power to vote upon such stock or shares. To purchase, receive,
hold, and own mortgages, debentures, shares, and other securities or obligations
of an\ public, private, or municipal corporation, or bonds or other securities or
ions of the government of the United States, or of any State, district, ter-
ritory, colony, or dependency of the United States or any foreign country, State,
or colony; to collect and receive, disburse and dispose of, all interest, dividends,
accumulations, earnings, and income from, upon, or on account of any bonds, deben-
tures, stocks, shares, securities, contracts, evidences of indebtedness, obligations, or
other property held or owned by the corporation therein; to do any and all lawful
acts tending to increase or enhance the value of the property of the company.
To issue stock, shares, bonds, debentures, certificates, scrip, or other corporate
obligations and to secure the payment thereof by mortgage, pledge, or deed of
trust of or upon the whole or any portion of the corporate property or funds;
to sell, pledge, or otherwise dispose of bonds, debentures, or other corporate
obligations for proper and lawful purposes, as and when the Board of Directors
shall deem necessary, advisable, or expedient; to promote the corporate business
of invest incut and dealing in securities in all lawful ways; and to receive, col-
lect, transmit, pay out, and disburse funds in the course of its business; and to
the extent authorized by law to lease, purchase, or otherwise acquire, bold, use,
Sell, trade, and deal in and with, assign, pledge, mortgage, transfer, and convey
real and personal property of any name or nature; to issue and accept drafts,
bills of exchange, promissory notes, scrip, drafts, acceptances, or other corporate
obligations and negotiate the same.
FORM 188. — STORAGE BATTERIES.
To manufacture, buy, sell, export, import, and generally deal in electrical stor-
age batteries, machineries, and appliances for the storage of electricity for the pur-
poses of furnishing power for business or domestic purposes.
FORM 189. — SUGAR REFINERIES.
To plant, cultivate, grow, produce, manufacture, buy, sell, exportj import, and
generally deal in sugar. Also to purchase, lease, or otherwise acquire sugar lands
and plantations, refineries, buildings, mills, and machinery. To plant, cultivate,
Eroduce, and raise sugar cane. Also to carry on the business of refining, preparing,
aying, selling, importing, exporting, and generally dealing in sugar cane, sugar
mills, and syrnps.
FORM 190. — SURGICAL INSTRUMENTS.
To manufacture, buy, sell, and deal in surgical, chemical, electrical, and scien-
ter instruments and proprietary articles of every class and description.
FORM 191. — TAILORS.
To carry on the business of tailoring and dealing iu cloth and clothes and all
kinds of gents' furnishing goods.
FORM 192. — TANNERIES.
To construct, build, maintain, operate one or more tanneries in the State of
. Also to buy, sell, import, export, and generally deal in hides,
skins raw and finished, and leather of all classes and description. Also to pur-
. sell, lease, or otherwise acquire lauds, timber, and bark required for the
operation of the aforesaid line of business.
436
FORMS AND PRECEDENTS.
FORM 193. —TAR MANUFACTURING.
To purchase, lease, or otherwise acquire lands for the erection and establish-
ment of a manufactory or manufactories and workshops with suitable plant?,
engines, and machinery, with a view to manufacturing, purchasing, leasing, or other-
wise dealing in coal tar, and each and every by-product of coal tar, utilizing the
same in any condition, connection, or form whatsoever; to manufacture, purchase,
export, import, and generally deal in coal tar and any by-product thereof,
and any materials, articles, and things required for, or in connection with or
incidental to the manufacturing thereof.
FORM 194.— TELEGRAPH AND TELEPHONE COMPANIES.
To acquire, manufacture, buy, sell, and generally deal in telegraph and tele-
phone instruments, machines, and apparatus; to construct, erect, build, operate,
and maintain telegraph and telephone stations for the transmission and reception
of messages by electricity, wire or wireless instruments; to receive and transmit
messages by signal or other device and by any and all other electrical devices and
contrivances from, upon, and by wire or wireless instruments and any and all
similar, kindred, and like instruments and devices ; to transmit and receive mes-
sages for hire over, upon, and by wire and wireless systems, of telegraphing and
telephoning by any and all systems and devices for transmitting and receiving
- - To buy, build, or cause to be built, operate and maintain stations
for tin- transmission and reception of telegraph and telephone messages by means
of wire or wireless systems ; to carry on the business of transmitting ami receiving
messages from such stations. To acquire and hold lands, property, and buildings
necessary or useful in the conduct of the business of telegraph and telephoni
panics under wire and wireless systems, and in connection therewith to manufac-
ture and construct machinery, instruments, apparatus, wins, ami any and all other
materials and articles used with or pertaining to telegraph and telephone lines.
FORM 195. — THEATRES.
To construct, purchase, lease, or otherwise acquire theatres, concert halls.and
amusement places of all kinds ami descriptions. Also to carry on the business of
theatrical proprietors, and music hall proprietors. Also to manage theatrical, concert
hall, and vaudeville companies of all kinds, classes, and description. Also to engage
and employ actors, singers, dancers, athletic, theatrical, and musical artists of all
kinds. ■ ANo to purchase, own, produce, and present, and to license others to pro-
duce and present, theatrical plays, operas, and exhibitions of various kinds.
FORM 196. -THREAD.
To manufacture, buy, sell, import, export, and generally deal in cotton, linen,
silk, and wool threads of all classe8 ami description; to produce COtton, flax, hemp,
silk, wool, and other materials hi it able or convenient for the manufacture of thread.
to manufacture, bay, sell, export, import, and generally deal in flax, spools,
bobbins, boxes, labels, ami all kinds of machines and tools necessary or useful in
the manufacture of tli
FORM 197. TOBACCO.
To plant, grow, cultivate, cure, and manufactu To export, import,
and generally deal in leaf and fine cul tol > Also
to purchase, lease, or otherwise acquire, to construct, maintain, and operate, tobacco
ta for the curing, storing, manufacture, and
sale of tobai I smokers' supplies, Also to buy,
sell, import, export, ami •_-' nerallv deal in pipes, cigai
• machines, an i smolu n ippli i oi all ■
437
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM 198. — TRADING STAMP COMPANY.
To design, manufacture, print, and engrave premium stamps, tickets, or coupons,
and i" use, sell, or otherwise dispose of the same to merchants, manufacturers, or to
anv person, firm, copartnership, or corporation, for distribution or sale by them to
their customers; to exchange .such stamps, tickets, or coupons for goods, chattels,
wares, and merchandise ; to co-operate and contract with merchants, manufacturers,
copartnerships, corporations, or other persons for the purpose of furnishing them
with premium stamps, tickets, or coupons for their customers, and to give them
goods, chattels, wares, and merchandise in exchange for such premium stamps, tickets,
or coupons; to carry on a general advertising business in all its branches, both as
Sriucipals and agents ; to carry on the business of printers, stationers, engravers,
esigners, ami dealers in paper ; to establish and conduct a general store for the
sale or exchange of goods, chattels, wares, and merchandise of any and every
class and description.
FORM 199. — TRAIN CONTROL.
To manufacture, buy, sell, import, export, install, maintain, and generally deal
in railroad switches, train-controlling devices, signals, and equipment ; to manufac-
ture, buy, sell, export, import, and generally deal in iron, steel, manganese, coke,
copper, lumber, and all or any articles consisting or partly consisting of iron, steel,
copper, wood, or other materials, and all or any products thereof; to acquire by
purchase or otherwise land or buildings, mills, plants, machinery, secret processes,
or other things found necessary or convenient for the purposes of the company.
To manufacture or purchase, or both, all tools, machinery, and appliances necessary,
proper, or convenient for the carrying on of the said business.
FORM 200.— TRANSPORTATION COMPANY.
To carry on the business of engaging, receiving, transporting, and delivering
merchandise upon freight or for hire, between any port of the United States and
any other port or ports of the United States, or hetween any foreign port or
ports and any port or ports of the United States ; the business of owning or char-
tering vessels therefor ; the business of operating vessels in such service ; the busi-
ness of contracting or arranging for the transportation of merchandise to or
from any of such ports by rail, boat, or otherwise, or to any inland or coastwise
place or places. To enter into contracts for the carriage of mails, passengers,
goods, and merchandise by any means, either by its own vessels, railways, or con-
veyances, or by or over the vessels, railways, or conveyances of others ; to construct,
purchase, and operate steamships and other vessels of any class, and generally carry
on the business of shipowners ; to construct bridges, buildings, and machinery,
engines, cars, and other equipments, railroads, ships, elevators, viaducts, canals, and
water ways, and any other means of transportation, and to sell the same or other-
wise to dispose thereof, or to maintain and operate the same. To gather, receive,
distribute, and deliver goods and merchandise, and to carry on a general trans-
portation, freight, and express business, and to that end to own and operate its own
vessels, cars, and vehicles of whatsoever nature or description, or to contract with
transportation, railway, express, and other companies for the use of their vessels,
cars, and vehicles of whatsoever nature or description, by this company, or to con-
tract with said companies for the collection, transportation, or distribution of goods,
wares, and merchandise to and from all points and places where it may seem ad-
vantageous and profitable to carry on such business. To carry on the business of
storage, wharfage, warehousing, and forwarding, and the doing of every act or acts,
thing or things, incidental or growing out of or connected with said business, in-
cluding the owning, leasing, holding, erecting, and maintaining of docks, bulkheads,
piers, basins, and warehouses ; the storage of all kinds of goods, wares, and merchan-
dise ; the storage and docking of ships, steam vessels, and boats of every kind and
description ; the loading and unloading thereof; the issue of storage, dock, and ware-
438
FORMS AND PRECEDENTS.
house receipts, negotiable and non-negotiable, covering all kinds of goods, wares, and
merchandise; the collection and receipt of dockage, wharfage, and storage dues
and other compensation; the loaning of money on the pledge of goods, wans, and
merchandise and other property, or on the pledge of storage, dock, or warehouse re-
ceipts therefor ; and the advancing of freights, duties, fire and marine insurance,
and liens of every kind and nature upon goods, wares, and merchandise received on
storage or for the purpose of being warehoused.
FORM 201. — TROPICAL TRADING COMPANY.
To buy, sell, import, export, manufacture, and generally deal in timber of all
kinds and descriptions; to manufacture, prepare, sell, and generally deal in cabinet
and other woods ; to build, maintain, and operate mills, saw-mills, flour-mills, and
factories to be operated by steam, electricity, or other power; to buy, sell, and gen-
erally deal in lands; to establish, maintain, and operate plantations; to produce,
manufacture, purchase, market, export, import, and generally deal in rubber,
chickle gum, tobacco, coffee, fruits, grain, live stock, and any and all kinds of trop-
cal and sub-tropical products.
FORM 202. — TRUST COMPANY.
To act as trustee for individuals and corporations, to receive deposits, issue for-
eign and domestic bills of exchange, and generally to engage in a banking business
in all its various branches. To carry on and undertake any business, undertaking,
transaction, or operation commonly carried on or undertaken by capitalists, promot-
ers, financiers, contractors, merchants, commission men and agents, and in the course
of such business to draw, accept, endorse, acquire, and sell all or any negotiable or
transferable instruments and securities, including debentures, bonds, notes, and bills
of exchange. To sell on commission, subscribe for, acquire, hold, sell, exchange,
and deal in shares, stock, bonds, obligations, or securities of any public or private
corporation, government, or municipality, and the company shall have express
power to hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage,
pledge, or otherwise dispose of, shares of the capital stock, bonds, debentures, or
other evidences of indebtedness created by any corporation or corporations, and
while the owner thereof to exercise all the rights and privileges of ownership, in-
cluding the right to vote thereon. To form, promote, and assist financially or
otherwise companies, syndicates, partnerships, and associations of all kinds, and to
give any guarantee in connection therewith or otherwise for the payment of n
or for the performance of any obligation or undertaking. To acquire, improve, man-
. and exercise all rights in respect of, lease tgage, sell, dispose
or, turn to accounl and otherwise deal with property of all kinds, and in particular
and undertakings. To act as fiscal agenl for persons, linns, and
corporations. To buy or otherwise acquire, to own, hold, mortgage, pledge, sell,
and transfer or otherwise dispose of, and to invest, trade, and deal ill any
rchandise, and properly of every class and description, inelml-
iiid patent rights, inventions, or other improvements, trade marks, pp-
bares, or rights in corporations, real property of any descripti including
mines, railroads, and also bonds, mortgages, securities of anj kind or description or
other evidences of indebtedm s, and investments or investment securities of any
r description whatever, to act as agenl for the sale or purchase of any
of the same, or for any other purpose connected with anj of the said above de-
scribed powers; to promote corporate enterprises of any kind, including industrial
enterprise . railroads, mines, real estate companies, banking institutions, and all
bnsine! rprises in which the company is interested ; toendors< , underwrite,
orguai undertakings of anj corporation or pci I ■
by the issue of Bharea or otherwise, and to invest the moneys so raised
iu t |,,. p, f, ,,r otherwise to acquire and hold, anj of the investments follow-
ing, thai • any stool rip, or securitii I
or having any guarantee by any government, municipality, trust, local author
139
[INCORPORATION AND ORGANIZATION OF CORPORATIONS.
other 1) >dy, incorporated or unincorporated, public or private, of the United States,
or any stock, bonds, debentures, s bares, scrip, or securities issued or having any
guarantee by any corporation or company incorporated, constituted, or carrying on
business iu the United Mates or elsewhere. To borrow or raise money by the issue
or sale of any bonds, mortgages, debentures, or debenture slock of the company, and
.< anv money so raised in any such investments as aforesaid. To acquire any
such investments as aforesaid by original subscription, underwriting, participation
licates or otherwise, ami whether or not fully paid up, and to make payments
thereou as called for, or in advance of calls or otherwise, and to underwrite or
subscribe for the same conditionally or otherwise, cither with a view to invest-
ment or for resale or otherwise, and to vary the investments of the company and
generally to sell, exchange, or otherwise dispose of, deal with, and turn to account
anv of the assets of the company. To negotiate loans, to oiler for public subscrip-
tion, or otherwise aid or assist in placing any such investments as aforesaid ; to give
anv guarantee iu relation to any such investments issued by or acquired through
apany or otherwise. To oiler for public subscription any shares or stock in
the capita), debentures, or debenture stock or other securities of, or otherwise to
establish, promote, or coucur in establishing or promoting, any company, associ-
ation, undertaking, public or private body. To guarantee the payment of divi-
dends or interest on any stock, shares, debentures, or other securities issued by, or
an\ other contract or obligation of, any such company, association, undertaking, or
public or private body. To purchase, lease, hire, or otherwise acquire real and per-
sonal property, improved and unimproved, of every kind and description, and to sell,
dispose of, lease, convey, and mortgage said property, or any part thereof; to ac-
quire, hold, lease, manage, operate, develop, control, build, erect, maintain for the
purposes of said company, construct, reconstruct, or purchase, either directly or
through ownership of stock in any corporation, any lands, buildings, offices, stores,
-uses, mills, shops, factories, plants, gas houses, machinery, rights, easements,
permits, privileges, franchises, and licenses, and all other things which may at any
time be necessary or convenient in the judgment of the board of directors for
the purposes of the company. To sell, lease, hire, or otherwise dispose of the
lands, buildings, or other property of the company or any part thereof. To bold,
purchase, or otherwise acquire, sell, assign, transfer, mortgage, pledge, or otherwise
dispose of, shares of the capital stock and bonds, debentures, or other evidence
of indebtedness created by any other corporation or corporations, and while the
: thereof to exercise all the rights or privileges of ownership, including the
right to vote thereon.
FORM 203.— TURBINE ENGINES.
To manufacture, construct, purchase, or otherwise acquire, deal in, export, import,
sell, hire, lease, use, repair, operate, and maintain ships, vessels, yachts, launches,
torpedo boat-, tug-boats, and boats and vessels of any and every character, and any
and all parts, devices, instruments, engines, machinery, materials, appliances, and
things whatsoever adapted to be used in the construction of, upon, or in connec-
tion with or in the operation of ships, vessels, yachts, launches, torpedo boats, tug-
and vessels of any and every character; also to equip such ships,
chts, launches, torpedo boats, tug-boats, and boats and vessels of any and
character.
FORM 204. — TYPESETTING MACHINES.
To manufacture, buy, sell, import, export, and generally deal in machinery for
the setting of type, together with all tools, implements, and conveniences necessary
or useful in connection therewith.
FORM 205. — TYPEWRITERS.
To carrv on the business of manufacturing, buying, selling, leasing, operating,
and distributing writing machines, typewriters, typewriter materials, appliances,
440
FORMS AND PRECEDENTS.
fixtures, and other materials and articles connected with or in anywise relating
to the manufacture, sale, or use of writing machines and typewriters; to establish,
maintain, and operate manufactories, agencies, anil depots For the manufacture, pur-
. ~-ile, exchange, delivery, and distribution of writing machines, typewriters,
typewriter appliances, and supplies; to purchase, lease, or otherwise acquire, buy,
sell, assign, and revise; to use or otherwise dispose of any patents, inventions, dis-
coveries, or rights used or employed in the business of manufacturing, buying,
selling, or using of writing machines, typewriters, and typewriter supplies.
FROM 206. — VALVE COMPANY.
To manufacture, buy, sell, import, export, and generally deal in valves, engines,
boilers, tools, and machinery of all kinds, classes, and description, and in conn
therewith to purchase, lease, or otherwise acquire lands and buildings for the erec-
tion of an establishment thereon, and manufactories aud workshops with necessary
plants, engines, machinery, and structures thereon.
FORM 207. — VARNISH REMOVER.
To manufacture, buy, sell, import, export, and generally deal in chemical or
other products or processes for the removal of varnish and kindred products.
FORM 208. — WAREHOUSERS.
To carry on the business of warehousing in all of its branches; to receive on
otherwise, to store, sell, and distribute goods on commission or
other b -port, import, and otherwise deal in goods, wares, and merchandise
of all cli ' description ; to issue warehouse receipts, certificates, and circulars,
able or otherwise, to persons warehousing goods, wares, or merchandise with
npany ; to make advances on loans by waj of mortgage, pledge, or deposil of
wareho its upon the security of the goods, wares, or merchandise stored
with the company or otherwise.
FORM 209.— WATCHES, JEWELRY, AND DIAMONDS.
To bny, '-ell, manufacture, export, import, and generally deal in jewelry, wai
and diamonds: to buy, lease, or otherwise acquire, maintain, and operate jewelry
stores ; t tj on tin' business of wholesale and retail dealers, watch manufacturers,
and diamond merchants.
FORM 210. -WATER, LIGHT, POWER, AND TRACTION COMPANY.
To purcba e, acquire, hold, lease, manage, control, and operate, and to sell,
of to such person or persons, corporation ,,, ins, and
prices, and on such terms and conditions,
eem proper, water, water rights, power, privileges and appropriations, for
mining, milling, agricultural, domestic, and other uses and purposes; and to de-
velop, ( fcrol, generally deal in. and dispose of to such person or persons, corpora-
i price or prices, and on such term and conditions
as to this corporation mav seem proper, electrical ami other power for tin generation,
distribution, and supply of electri rhl and heat, and for any other uses and
: Which tin- vine' are adapted. To anpiirr. ( struct, own, enlarge, main-
tain, and operate water works, and to supply municipalities and corporation
i i,, acquire, en <-t. maintain, construct, and enl
plant, machi paratus of everj
supplying municipalities, corporations, and individuals with water and water power
for all purposes, and to carry on lh incidental thereto, including the purpose
of acquiring con itructing, enlarging, maintaining, and operating water works, pump-
ing stations, light and power plants, in any fit v or town in auv Slit- of the I ttited
. the Districl ( imbia, or in any part of the world To cany on the
111
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
business of electricians, mechanical engineers, manufacturers, workers mid dealers in
electricity, motive power, heat, and light, and any business in which the application
of electricity or anj power, like or otherwise] is or maj be useful, convenient, or
ornamental, or anj other business of a like nature, and to manufacture and produce,
trade, and deal in and deal with any article belonging to any such business, and all
apparatus, appliances, and things used in connection therewith, or with any inven-
tions or patents; to produce and accumulate electricity and electro-motive force, or
other agency, similar or otherwise, and to supply the same for the production, trans-
mission, "i- use of power for lighting, heating, and motive purposes or otherwise as
m:i\ be thought advisable; to construct, maintain, and operate works for the sup-
ply and distribution of electricity for light, heat, and power; to acquire by purchase
or otherwise, to use, operate, and equip subways, conduits, and ducts, and to obtain,
accept, and use all permits, and also franchises; municipal or otherwise ; to purchase
or otherwise acquire and to sell, work, or otherwise deal witli land, water, water
power, water power supplies, equipment, and works; to undertake, construct, ac-
quire, and carry on works of all kinds relating to any business of the company, and
to cuter into such contracts and make such arrangements as may be necessary to
carry out the same.
FORM 211.— WATER HEATERS.
To manufacture, buy, sell, import, export, and generally deal in water heaters
for domestic and business uses, and in connection therewith to manufacture, buy,
sell, import, export, and generally deal in engines, boilers, water pipes, and plumbers'
supplies of all classes and description.
FORM 212.— WATER WORKS.
To construct, purchase, lease, or otherwise acquire, maintain, operate, and sell
water works for the purpose of supplying manufactories, corporations, and indi-
viduals with water and water power for domestic or business use. Also to con-
struct, purchase, lease, or otherwise acquire, maintain, and sell all necessary power
houses, water towers, water-mains and pipes, convenient for the carrying on of the
aforesa'd line of business.
FORM 213. — WEIGHING MACHINES.
To manufacture, buy, sell, import, export, lease, operate, and generally deal in
weighing machines ; to' apply for, acquire, by purchase or otherwise, patents per-
taining to weighing machines, and to sell or lease the same, together with territorial
rights in such patents for weighing machiues.
FORM 214. — WHARF AND WAREHOUSE.
To purchase, lease, or otherwise acquire lands and riparian rights of all classes
and description. Also to construct, purchase, lease, or otherwise acquire docks,
wharves, piers, warehouses, and public scales.
FORM 215. — WOOLLEN AND WORSTED.
To manufacture, buy, sell, import, export, and generally deal in woollen and
worsted goods and other fabrics manufactured and sold by other concerns engaged
in the same general line of business.
FORM 216. — YARN MILL.
To engage in the business of manufacturers of yarn goods, and in connection
therewith to carry on the business of weavers, silk combers, and yarn spinners.
Also to purchase, sell, weave, or otherwise manufacture linen cloths and other
fabrics.
442
FORMS AND PRECEDENTS.
FORMS FOR DRAWING CHARTERS IN ALL
THE STATES AND TERRITORIES.
ALABAMA.
CERTIFICATE OF INCORPORATION
OF THE
Company.
Know all Men py these Presents: That we, the undersigned, associate our-
selves together for the purpose of forming a corporation under the laws of the State
of Alabama, and do declare
I. That the name of the corporation shall be Company (or
corporation).
II. The objects for which the corporation is formed are :
III. The location of the principal office of the corporation within the State is
IV. The amount of the capital stock shall be dollars (§ ), to be
divided into shares of the par value of (S ) each. (If
preferred stock is desired this clause should read as follows: The amount of the
capital stock shall be dollars ($ ), of which shares of the
par value of dollars each shall be common stock and shares of
the par value of dollars (S ) each shall be preferred stock. _ The pre-
ferred Btock is entitled to preference ami priority over the common stock in manner
following, to wit : ) . .
The amount of capital stock with which the company will begin business will
be dollars (8 )•
V. That , residing in the City of , County ol
, State of Alabama, is hereby designated by the undersigned as com-
missioner for said Company to receive subscriptions to the capital
stock thereof.
VI. The names and post-office addresses of the incorporators and the number
of shares subscribed for by each are as follows :
Names. No. of Shares. Addresses.
VII. The names and post-office addresses of the directors and officers chosen
for the Aral year are as follows :
Nani.-s. Post-office Addresses.
— } Directors.
on;, [flee Addresses.
President,
Vice-President,
Becretary,
Treasurer,
VIII The duration of the company shall lie perpetual.
n::
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
1\. The Following provisions for the regulation of the business and the con-
duct of the affairs of the company are hereby established :
/ Witness Whereof, we have hereunto set our hands and seals this day
of . 190 • '
i. scaled, and delivered in the presence of:
State of Alabama. )
(.'.unity of >
I, , a Notary Public in and for the said County and State,
do herebv certify thai , whose names are signed to the foregoing
instrument, and who are known to me, have acknowledged before me this day that,
being informed of the contents of said instrument, they have severally executed the
same voluntarily on the day the same bears date.
Given under my hand this day of , 190 .
, Notary Public,
County,
Alabama.
TERRITORY OF ALASKA.
ARTICLES OF INCORPORATION
OF THE
Company.
We, the undersigned, , residents of the District of ,
Territory of Alaska, do by these presents, pursuant to and in conformity with the
provisions of Section Five of an Act of Congress, approved March 2nd, 1903, en-
titled " An Act Amending the Civil Code of Alaska, providing for the Organization
of Private Corporations and for other Purposes," associate ourselves together as a
body politic and corporate, and we do hereby certify in writing:
First. The corporate name and style of our said corporation shall be:
ond. The nature and character of the business to be carried on is as follows:
Third. The principal place for the transaction of the business of the corpora-
tion shall be at in the Territory of Alaska.
Fourth. The time for the commencement of this corporation shall be the date
of the filing of these articles of incorporation in the office of the Secretary of
the District of , Territory of Alaska, and the termination thereof
shall be fifty years thereafter.
Fifth. The capital stock of the corporation shall be
dollars, divided into shares of the par value of dollars per
share. (Also state how the same shall be paid in.)
Sixth. The highest amount of indebtedness or liability, direct or contingent, to
which this corporation is at any time subject shall be dollars.
Seventh. The names and residences of the incorporators of this corporation
are as follows :
Names. Addresses.
Eighth. The affairs of this corporation shall be conducted by a Board of
Directors who shall be elected annually by the stockholders. The names
and post-office addresses of the Board of Directors for the first year are :
Names. Addresses.
444
FORMS AND PRECEDENTS.
Ninth. The auuual meeting of the stockholders for the election of a Board of
Directors shall be held on the day of in each year, aud the
Board of Directors so elected shall hold office for a period of one year.
In Witness Whereof, we have hereunto set our hands and seals this dav
of , 190 . J
State of >
County of \ ss '
I. , a Notary Public in and for said County and State, do hereby
certify that , personally known to me to 'be the persons whose
names are subscribed to the foregoing instrument, appeared before me this day is
person, and acknowledged to me that they signed, sealed, aud delivered tl
instrument in writing as their free aud voluntary act for the uses and purposes
therein set forth.
Giveu under my hand and notarial seal this day of , 1904.
, Notary Public.
County,
State of
ARIZONA
ARTICLES OF INCORPORATION
OP THE
Know all Men by these Pbesents : That we, the undersigned, have this
day associated ourselves together for the purpose of forming a corporation, and for
that purpose do adopt the following charter :
First. The name of this corporation shall be:
Second. The names of the incorporators are :
Third. The principal place in which the business of the corporation within the
Territory of Arizona is to be transacted is at County, Arizona. The name
of the agent in charge thereof, ami upon whom process may be served iii any ac-
tion, suit, or proceeding that may be had or broughl againsl the company in any
of the courts of Arizona, is , residing al said Citj of
Territory of Arizona.
Fourth. The general nature of the business in which this corporation shall
wit :
Fifth. The authorized amount of capita] stock of this corporation shall lie
dollars, divided into shares of the par value of
dollars each. The Board of Directors may cause said capital stock or any part
thereof to be subscribed or paid for in cash, in the purchase or exchange or trans-
fer of real or personal property or for services rendered, and issue or cause to be
ir all of the capital stock as required, at any time or from time
to time, and when so issued it shall lie fully paid ami uou-assessabic, and in the
absence of fraud in the transaction, the judgmenl of the Board of Directors as
to the value of the property purchased or transferred or exchanged or services
rendered shall be conclusive.
Sixth. The time of the commencemeni of this corporation shall be the date of
the filing of these articles of incorporation in the cilice of the County Recorder of
i iunty, Arizona, and termination thereof shall be twenty flveyi
thereafter.
'>h. The affairs of this corporation shall be conducted bj a Board of
Directors, who shall be elected annually bj t
1 i:,
^CORPORATION AND ORGANIZATION OF CORPORATIONS.
Eighth. The annual meeting of the stockholders shall be held on the
in of each year.
Ninth. The highest amount of indebtedness or liability, direct or contingent,
to which this corporation is at any time subject, shall be
Tenth. The private property of the stockholders of this corporation shall be
exempt from corporate debts of any kind whatever.
tth. Anionic the powers of this corporation shall be : (a) To have per-
petual succession. (/;) To sue and be sued by the corporate name, (r) To have
a common seal and alter the same at pleasure, (r/) To render the shares or inter-
ests of stockholders transferable and prescribe the mode of making such transfers.
| ) To exempt the private property of members from liability for corporate debts.
(/) To make contracts, acquire and transfer property, possessing the same powers
in such respect as private individuals now enjoy. (//) To mortgage all or any part
of its property and create mortgages, bonds, debenture bonds, and other evidences
of indebtedness. (//) To establish by-laws and make rules and regulations deemed
expedient for the management of the affairs of the corporation, not inconsistent
with the Constitution of the United States and the Territory of Arizona, (h) To
authorize voting by proxy at all stockholders' meetings.
In Witness Whereof, we have hereunto set our hands and seals this day
of , 190 .
State of ) s§
County of \
On this day of , 190 , before me, a Notary Public, in
and for the State aforesaid, residing therein, duly commissioned and sworn, per-
sonally appeared . , known to me to be the persons described in,
and whose names are subscribed to the foregoing instrument, and they acknowl-
edged to me that they executed the same for the purpose and considerations
therein expressed.
In U'i f, /ess Whereof I have hereunto set my hand and affixed my official seal at
my office in the said State and County, the day and year last above written.
, Notary Public.
My commission expires
ARKANSAS.
ARTICLES OF AGREEMENT AND INCORPORATION
OF THE
Know all Men by these Presents : That the corporators hereinafter
named have this day, and by these presents, formed a corporation under and in
pursuance of the laws of the State of Arkansas, in that behalf provided, for
"Incorporations for manufacturing and other lawful business," and in evidence
thereof do hereby execute the following Articles of Incorporation:
First. The name of said corporation shall be:
Second. The corporators are :
Third. The place of business is to be located at , and its office for
transaction of business shall be in or at such other place as the Board
of Directors may select.
Fourth. The general nature of the business proposed to be transacted by this
corporation is :
Fifth. The amount of the capital stock of said corporation shall be
dollars; of which dollars has been subscribed by the corporators afore-
said, and the residue thereof may be issued and disposed of as the Board of
! /.Vectors may from time to time order and direct.
446
FORMS AND PRECEDENTS.
Sixth. The said capital stock shall be divided into shares of the value
of dollars each.
Seventh. The affairs and business of the corporation shall be conducted and
controlled by a Board of Directors, consisting of members, all of whom
shall be stockholders of the corporation. Said Board of Directors shall elect one
of its members as President, and one of its members as Vice-President, and shall
also elect a Secretary and Treasurer.
Eighth. The first electiou of Directors shall be held immediately after the
organization of the corporation, and said Directors shall serve for one year and
until their successors are elected.
Ninth. The Board of Directors are empowered to ordain and establish all
by-laws and regulations necessary to the management and business of said cor-
poration, and alter and repeal same at pleasure.
Tenth. The first meeting of said corporation or organization shall be held in
at the office of at o'clock on the day of
, 190 . The subscribers hereto hereby waive notice of said meeting.
In Testimony Whereof, we have hereunto set our hands on this, the
day of , 190 .
CERTIFICATE.
Whereat, have associated themselves together as a body politic
and corporate, to be known as , and
Whereat, The said corporators, being the subscribers to the capital stock of
the said corporation, have waived the fifteen days' notice as required by law and
called a meeting for organization, to be held in at the office of
at o'cl on the day of , 190 .
Whereas, At the time and place above set out, a meeting of the subscribers
aforesaid was held to organize said corporation and elect Directors ; and
Whfreas, At said meeting the following gentlemen were elected Directors,
to w • , and
Whereas, At a meeting of the said Board of Directors was
elect 1 President, and was elected Vice-President, and was
elected Secretary, and was elected Treasurer:
N >w, Therefore, The said as President, and the said
as President, do, in pursuance of law, issue this, their Certificate, verified by their
oaths, and do hereby certify as follows:
/■'• ' Baid corporation is formed for the purpose of:
.S' ■ ■■■■/. Its capital stock is dollars, divided into shares of
dollars each.
Third. dollars of capital stock have been actually paid in by the
subscribers hereto.
Fourth. The names of the stockholders and the number of shares owned bj
them, respectively) is as follows:
Names. No. of Shares.
/// Testimony Whereof, the said . President of the said corpora*
ti ,n, and , a majority of the Board of Direct
have hereunto lei their hands on this da)- of , 190 .
President'
Dirrrtors. Di
1 1:
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
- be of Arkansas, > ^
Count] of )
on their oaths say thai the matters and tinners in the foregoing certificate set out
are true, to the besi of their knowledge and belief.
(Signed)
Subscribed and sworn to before me this day of , 190 .
In Testimony Whereof, 1 have hereunto set my hand aud seal of office.
CALIFORNIA.
ARTICLES OF INCORPORATION
OF THE
Company.
Know all Men by these Presents : That we, the undersigned, a majority of
whom are citizens and residents of the State of Califoruia, have this day volun-
tarily associated ourselves together for the purpose of forming a corporation under
the laws of the State of California.
And We Hereby Certify,
First. That the name of said corporation shall he:
Second. That the purpose for which it is formed is :
Third. That the place where the principal business of said corporation is to be
transacted is : ....
Fourth. That the term for which said corporation is to exist is
years, from aud after the date of its incorporation.
Fifth. That the number of Directors of said corporation shall be not less than
five, and that the names and residences of Directors, who are appointed for the first
year, and to serve until the election and qualification of their successors, are as fol-
lows, to wit :
Names. Residences.
Sixth. That the amount of the capital stock of said corporation is
dollars, and the number of shares into which it is divided is , of the par
value of each.
Seventh. That the amount of said capital stock which has been actually
subscribed is dollars, and the following are the names of the persons
by whom the same has been subscribed, to wit :
Names of Subscribers. No. of Shares. Amount.
In Witness Whereof, we have hereunto set our hands and seals, this
day of , A. D. 190 .
Signed and sealed in the presence of
State of ? gs
County of $
On this day of , in the year A. D. nineteen hundred and ,
before me, County, personally appeared ,
known to me to be the person whose name subscribed to and who executed
the within instrument, and acknowledged to me that executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my Official Seal,
the dav and year last above written.
, Notary Public,
County.
448
FORMS AND PRECEDENTS.
State of | ss
County of )
I, , County Clerk of , County of , State of ,
do hereby certify the within to be a full, true, and correct copy of Articles of Incor-
poration of as remains on file in this office.
In Witness Whereof, I have hereunto set my hand and affixed my Official Seal,
this day of , A. D. 190 .
, Clerk.
B , Deputy Clerk.
COLORADO.
CERTIFICATE OF INCORPORATION
OF
Know all Men by these Presents: That we, residents of the
State of , have associated ourselves together as a corporation under the
name and style of " The Company," for the purpose of becoming a
bodv politic aud corporate, under and by virtue of the laws of the State of Colorado,
and in accordance with the provisions of the laws of said State of Colorado, we do
hereby make, execute, and acknowledge these triplicate certificates in writing of
our intention so to become a body corporate by virtue of said laws, which when
filed shall constitute the articles of incorporation of
First.
The corporate name and style of our said company shall be :
Second.
The objects for which our said company is formed and incorporated are for
the following purposes, to wit: (the statement of objects must be very full, as
under Colorado laws there cau be no amendment so as to enlarge the corporate
purposes).
Third.
The capital stock of said company is dollars, divided into shares
of the par value of dollars each, aud said stock shall be non-assessable.
Fourth.
Said company is to exist for years.
Fifth.
The affairs and management of this company is to be under the control of a
Board of Directors, ami arc hereby selected I
said Board of Direct ^s, ami to manage the affairs and c I the said company
for the first year of its existence.
Su/h.
The operations "f the said company will be carried on in the County of
if Colorado, ami outside of said' Slate of Colorado, in any State or Territory
of the Doited States, and the principal place of business and business office
company shall lie located m the City of , m the County of , and
of Colorado aforesaid,
St rs nth
Th*- Board of ' '" u,rx ^ r surn prudential by-la
they may deem proper for the man I the affairs of this company, according
to the statute m such case ; rovided.
29 449
[NCORPORATION ANP ORGANIZATION OF CORPORATIONS.
Eighth.
Meetings of the Board of Directors may be held without the State of Colorado,
if the by-laws so provide.
In Testimony Whereof, we have hereunto set our hands and seals this
day of , 190 .
State of 7
County of f
I, , a Notary Public in and for said County and State, do hereby
certify that , personally known to me to be the persons whose names
are subscribed to the foregoing instrument, appeared before me this day in person,
and acknowledged that they signed, sealed, and delivered the said instrument in
writing as their free and voluntary act for the uses and purposes therein set
forth.
Given under my hand and notarial seal this day of , 190 .
, Notary Public.
My commission expires
CONNECTICUT.
CERTIFICATE OF INCORPORATION
OF THE
, Company.
"We, the subscribers, certify that we do hereby associate ourselves together as
a body politic, incorporated under and by virtue of the provisions of the Act of the
General Assembly of the State of Connecticut, entitled " Aj Act concerning Cor-
porations," being Chapter 194 of the Public Acts of 1903, and all Acts amendatory
thereof, and we further certify
I. That the name of the corporation is the Company (or corporation,
or the word " incorporated " if preferred).
II. That said corporation and its principal office and place of business is to be
located in the City of , County of , State of Connecticut.
III. The nature of the business to be transacted and the purposes to be pro-
moted are as follows :
IV. That the amount of the capital stock of said corporation hereby authorized
is dollars, divided into shares of the par value of dollars
(8 ) each. (If preferred stock is desired, this section should read as follows :
That the amount of the capital stock of said corporation hereby authorized is
dollars (3 ), divided into shares of common stock of the par
value of dollars (•$ ) each, and shares of preferred stock of the
par value of dollars ($ ) each. The preferred stock is entitled to pref-
erence, and priority over the common stock in manner following, to wit:)
V. That said corporation will commence business with a capital stock of
dollars ($ ).
VI. The duration of the corporation shall be perpetual.
VII. The following provisions for the regulation of the business and the con-
duct of the affairs of the corporation are hereby established :
VIII. (Signatures of incorporators.)
Name. Residence.
of State of
of State of
450
FORMS AND PRECEDENTS.
State of Connecticut, )
County of J ss>
Personally appeared , being all the incorporators of the
Company, made solemn oath to the truth of the foregoing certificate by them
respectfully subscribed before me.
, Notary Public,
County,
Conn.
State of Connecticut, ?
Office of the Secretary, $ ss#
I hereby certify that the foregoing is a true copy of record of this office.
In Test i /nun// Whereof, I have hereunto set my hand and affixed the seal of
said State at Hartford this day of , 190 .
, Secretary.
CERTIFICATE OF ORGANIZATION.
The undersigned, a majority of the Directors in Company, hereby
cartify as follows:
I. That the amount of common stock of the authorized capital stock of said
company subscribed for is dollars (S ). (If there is preferred
stock, the following clause should appear : That the amount of capital stock of
the authorized capital stock subscribed for is dollars (!? )).
II. That the amount of said authorized capital stock so subscribed for paid
t hern hi in easli is dollars ($ ).
III. That the amount of the subscribed capital stock which has been paid in
in property is dollars ($ ).
IV. The amount paid on each share of capital stock so subscribed for which
is not paid for in full is
V. The names, residences, and addresses of each of the original subscribers,
with the number and class of share subscribed for l>\ each, is as follows :
IV. That Directors and officers of said corporation have been duly elected and
by-laws adopted
VII. The names, residences, and post-office addresses of each of the officers
and Directors of said corporation are as follows:
Directors :
Names. Residences. P. C). Addresses.
I Ifficers :
President,
Vio
Secretary,
Treasurer,
Dated at this day of , 190
a majority of the DirO '
of I
County of J
ired . subscribers of the foregoing
of the D opany,
ami made solemn oath ' the same before me.
, Notary Public-
County,
I neoticut.
•1 5 I
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
DELAWARE.
CERTIFICATE OF INCORPORATION.
This is to Certify) that the undersigned do hereby associate themselves to
establish a corporation under and by virtue of the provisions of an Act of the
General Assembly of the Slate of Delaware, entitled "An Act Providing a General
Corporation Law," and do severally agree to take the number of shares of capital
stoci as hereinafter stated, and that
First. The name of the corporation is :
S '.ond. The principal office or place of business of the corporation in the
State of Delaware is to be located in the City of , County,
and said office is to be registered with the company.
Third. The nature of the business and the objects and purposes proposed to
be transacted, promoted, or carried on by the corporation are as follows:
In General to carry on any other business in connection therewith, whether
manufacturing or otherwise, and with all the powers conferred by the laws of
Delaware under the act hereinbefore referred to.
It is the intention that the objects specified in the third paragraph shall, except
where otherwise expressed in said paragraph, be nowise limited or restricted
by reference to or inference from the terms of any other clause or paragraph in
this charter, but that the objects specified in each of the clauses of this paragraph
shall be regarded as independent objects :
Fourth. The amount of the total authorized capital stock of the corporation is
dollars divided into shares of the par value of dollars
each. The amount of the capital stock with which the corporation will begin
business is dollars.
Fifth. The names and places of residence of the original subscribers to the
capital stock are :
Name. Residence. No. of Shares.
Sixth. The corporation shall have perpetual existence.
Seventh. The officers and persons by whom the affairs of the corporation are
to be conducted are its Directors, who may act through a President, Vice-President,
Secretary, and Treasurer, and such assistants to them and such subordinate officers,
agents, and employees as may be selected pursuant to the By-Laws of the corpora-
tion, the resolutions of said Directors or authority given by them.
Directors shall be elected at the principal office or place of business of the
company, at the annual election to be held by the stockholders on the day
of in each year, between the hours of M. and M.
Eighth. The private property of the stockholders shall not be subject to the
payment of corporate debts.
' Ninth. The Board of Directors shall have power, without the assent or vote
of the stockholders, to make, alter, amend, and repeal the By-Laws of this
corporation, to authorize and cause to be executed mortgages and liens upon the
real and personal property of this corporation.
The Directors shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions the accounts and books
of the corporation, or any of them, shall be open to the inspection of the stock-
holders; 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 Directors, or by a resolution of the stockholders.
The Directors shall have power to hold their meetings, and to keep the books
of the corporation (except the stock and transfer books or duplicates thereof) out-
side of this State, at such places as may be from time to time designated by them.
The corporation may conduct its business in the State of Delaware, in other
States, the lMstrict of Columbia, the Territories and Colonies of the United States
and in foreign countries, and may have one or more offices out of this State, and
452
FORMS AND PRECEDENTS.
may hold, purchase, mortgage, lease, and convey real and personal property out of
the State of Delaware.
Witness our hands and seals this day of , A. D. 190 .
In the presence of :
State of )
County of $ ss -
Be It Remembered., that on this day of A. D. 190 , person-
ally came before me, , a Notary Public for the State of Delaware,
the original corporators named in the foregoing certificate, who signed and sealed
the same, known to me personally to be such, and severally acknowledged thi
to be the act and deed of the signers respectively, and that the facts therein stated
are truly set forth.
In Witness Whereof, I have hereunto set my hand and seal of office the day and
year aforesaid.
(seal.) , Notary Public.
DISTRICT OF COLUMBIA.
CERTIFICATE OF INCORPORATION-
We, the undersigned, of Washington, District of
Columbia, do by these presents, pursuant to and in conformity with the provi-
sions of six hundred and five (605) and six hundred and six (606) of an Act. of
Congress, approved March .3rd. 1901, entitled "An Act to establish a Code of
Law tor tin- Districl of Columbia," and with the amendments thereto made
by an Act approved June 30th, 1902, entitled "An Act to amend an Ad
entitled 'An Act to establish a Code of Law lor the District of Columbia,'"
ite ourselves together as a body politic and corporate, and we do heivbv
certify in writing:
Thai 'he name of the company shall be :
Second- Thai the purposes for which said corporation is formed are:
Third. Thai the existence of this company shall he perpetual.
Fourth. 'I hat the capital stock of tins company shall lie dollars,
divided into shares of the par value of dollars each.
h. Thai the number of trustees who shall manage the concerns of the com-
pany for the firsl year or until their successors are elected shall he ,
namely :
Names. Residence
The Board of Trustees, bv the affirmative vote of a majoritj of the whole B
may appoinl from the Trustees an Executive Committee of members,
of which a majority shall constitute a quorum, and to such extent as may be pro-
vided in the by-laws, such committee shall have and may exert anj of
B iard of 'I'm
Sixth. That the place in the l» trfcl of Columbia in which the operations
of the company are to in- earned on in the Citj of Washington,
D Ct of ( 'olumliia
Witm our bands I 190 .
I...;
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Cit v o( Washington, ?
District of Columbia, >
1 _ , a Notary Public in and for the District of Columbia, do
herein certify that , whose names are signed to the
writing hereto annexed, bearing date the day of 190 , personally
appeared before me mi the District of Columbia on the day and year aforesaid,
and separately, severally, and individually acknowledged the same before me, and
that they severally signed the same for the purposes therein set forth.
Given under my hand aud notarial seal day of , 190 .
, Notary Public.
FLORIDA.
(Form for publication of notice of intention to apply for charter.)
NOTICE OF INCORPORATION.
The undersigned hereby give notice that on , the day of
, A. D. 190 , at o'clock M, or as soon thereafter as they can
be heard, they will apply to the Honorable , Governor of the
Stat,- of Florida, at his office, in the Capitol Building of said State, in the City of
Tallahassee, for Letters Patent incorporating them, their associates and successors,
into a body politic and corporate in deed and in law, under the name of
Company," under the following Charter and Articles of Incorporation, the original
of which will be on file in the office of the Secretary of State of said State of
Plorida, at the City of Tallahassee, during the time required by law for the publica-
tion of this notice.
(Names of incorporators.)
Charter of the Company.
The undersigned hereby agree to become associated together, and do hereby
associate themselves together for the purpose of becoming a body politic and
corporate under the laws of the State of Florida, the provisions of which are hereby
accepted. The following Articles of Incorporation shall constitute and become
its Charter upon the issuance of Letters Patent according to law :
1.
The name of this corporation shall be . Its principal office and place
of business shall be the City of , County, Florida. Branch
offices may be established at such other places as may be selected by the
Board of Directors.
2.
The general nature of the business to be transacted by the said corporation
shall be :
3.
The amount of capital stock of this corporation shall be _ dollars,
divided into snares of the par value of dollar each : said capital stock
shall be paid for in lawful money of the United States, ten per cent of which shall
I within ten days after Letters Patent shall have been granted and before
said corporation shall transact any business. The unpaid balances due on stock of
the subscribers hereto shall be paid in lawful money of the United States in such
instalments and within such time as may be designated by the Board of Directors,
provided that subscribers shall be entitled to ten days' notice of demand for such
deferred payments. The remaining stock shall be sold by the Directors from time
to time, as the same may be needed, at not less than its par value.
t54
FORMS AND PRECEDENTS.
•1.
This corporation shall exist for a period of years, unless sooner dissolved
according to law.
5.
The business of this corporation shall be conducted by a Board of not less than
nor more than Direr
The Board of Directors shall select from themselves a President, Vice-President,
Secretary, and Treasurer. One person may hold the office of Secretary and Treas-
urer. Said Board of Directors shall have authority to appoint all necessary agents
of this corporation.
Annual meetings of the stockholders shall be held at the principal offices of the
corporation on the in of each year, at ten o'clock A. M.
or as soon thereafter as practicable, at which the Board of Directors shall be duly
elected by the stockholders.
The By-Laws for the government of this corporation shall be adopted at the
first annual meeting of the stockholders, or as soon thereafter as practicable.
Until a Board of Directors shall have been first duly chosen by the stockholders,
the busiuess of the said corporation shall be conducted by the following named
persons and officers :
, President.
, Vice-President.
. Secretary.
, Treasurer.
Temporary By-Laws may be adopted by said officers until the first annual meet-
ing of the stockholders.
6.
The highest amount of indebtedness or liability this corporation shall at any
time subject itself is dollars.
7.
The names and residences of tin- subscribers to these Articles of Incorporation,
together with the amount of capital subscribed by each, are as follows:
Names. Residences. No. of Shares.
/// Witness Whereof, we have hereunto set our hands this the day of ,
A. I). 190 .
(Signatures of subscribers.)
"Witness :
State of Florida. I
County of )
l f , a Notary Public for the State of Florida at large, do hereby
certify thai . who are to me well known, this daj appeared before
id each for himself acknowledged thai he Bigned the foregoing Articles of
Incorporation and the accompanying notice for the uses and purposes therein
stated.
/,/ Witness Whereof, I have hereunto Bel mj band and seal of office this
day of , i. D. 190 .
, Notary I'
State of Florida at large.
( oiiimi- biod expires
155
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
GEORGIA.
APPLICATION FOR CHARTER.
i Georgia,
County of , To the Superior Court of said County.
The petition of respectfully shows :
I. Thai ilu'v desire for themselves, their associates, successors, and assigns, to
stituted a bodj corporate under the name and style of Company,
for the term of twenty years with the privilege of renewal at the expiration ot said
as provided by law.
I I. They desire for said corporation the right to buy, sell, hold, encumber, and
otherwise dispose of real and personal property, which may be necessary and advan-
tageous to the purposes of said corporation, to sue and be sued, and to have a
common seal, to receive donations by gift or will, to make by-laws for its govern-
ment, elect directors for the management of its affairs and confer upon them the
right to elect officers and appoint employees, together with all other rights, powers,
and privileges, incident, useful, or necessary to carry into effect the purposes of the
corporation as hereinafter set forth or for securing debts due it.
III. The object of the corporation is pecuniary gain to its stockholders.
IV. The particular business proposed to be carried on by said corporation is :
V. The capital stock of said corporation shall be dollars, divided into
shares of dollars each ; at least ten per cent of which is to be
actually paid in before commencing business. But petitioners desire that said cor-
ii shall have the right to increase said capital stock to any amount not
exceediug dollars^ whenever the holders of a majority of the stock may so
determine.
V I . The principal place of business of said corporation shall be in the City of
, County and State aforesaid, but petitioners desire that said corporation
shall have the right to establish branch offices or agencies at any other places, either
within or without the State of Georgia, as the holders of a majority of the stock
may determine upon.
Wherefore petitioners pray that after this petition has been filed and published
in accordance with the law an order be passed by the Court declaring them a body
corporate under the name and style aforesaid, and granting to said corporation all
the right, power, and privileges set out and prayed for iu this application, or which
may be incident, usual, and necessary under the laws of said State, for the purposes
of their incorporation. And your petitioner will ever pray, etc.
, Petitioner's Attorney.
IDAHO.
ARTICLES OF INCORPORATION
OF THE
Company.
Know all Men by these Presents: That we, the undersigned, at least one of
whom is a bona fide resident of the State of Idaho, have this day voluntarily as-
sociated ourselves together for the purpose of forming a corporation under the laws
of the State of Idaho. And we hereby certify :
First. That the name of the corporation shall be :
Second. That the purpose for which it is formed shall be :
Third. That the place where the principal business is to be transacted is:
Fourth. That the term for which it is to exist is (not to exceed fifty
years) from and after the date of its incorporation.
456
FORMS AND PRECEDENTS.
Fifth. That the number of its direetors (or trustees) shall be (a majority
must be, in all cases, citizens, and actual bona fide residents within the State), and
the names and residences of those who are appointed for the first year are :
Sixth. That the amount of the capital stock of said corporation is dol-
lars, aud the number of shares into which it is divided is , of the par value
of dollars each.
Seventh. That the amount of capital stock which has been actually subscribed
is dollars, which has been subscribed by the following persons :
Names of Subscribers. No. of Shares. Par Value.
In Witness Whereof, we have hereunto set our hands this day of
A. D. 190 .
Signed and executed in the presence of :
State of )
County of S SS *
On this day of , A. D. 190 , before me persons
appeared , known to me to be the persons whose names are subscribed
to the within instrument, aud acknowledged to me that they executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my Official Seal
the day and year in this certificate first above written.
(seal.)
ILLINOIS.
State of Illinois, >
County of £
To , Secretary of State :
We, the undersigned, , propose to form a corporation,
under an Act of the Genera] Assembly of the State of Illinois, entitled" An Act
Concerning Corporations," approved April LSth, 1872, and all acts amendatory
thereof; and for the purpose of such organization we hereby state as follows,
to wit :
First. The name of such corporation is :
Second. The objects for which it is formed are :
Third. Tbe capital stock of the companj shall lie dollars.
Fourth. The amount of each share is dollars.
Fifth. The number of shares is
Sixth. The Location of the principal office is at No. Street, in the City of
, in the County of , State <>f Illinois,
Seventh. The duration of the corporation shall be (not to exceed ninety-nine)
years.
State of Illinois, > ss
County of [
I, , a ' iblic iii and for the County of and State
of Illinois, do hereby certify thai on the day of . L90 . personally
appealed before me . to me personally known to be the same
oing Btatementi and severally acknowledged thai
they executed the ime for the purposes therein set forth.
/// Witm H' : ■/", I have hereunto set my hand ami seal the day and year
above writto a.
y Public,
(seal.)
157
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
To
Secretary of State of the State of Illinois :
Thr Commissioners, duly authorized to open Books of Subscription to the capital
stork of the Company, pursuant to license heretofore issued, bear-
ing date the day of , A. 1). 190 , do hereby report that they
opened Books of Subscription to the Capital Stock of said Company, and that
the said stock was fully subscribed; that the following is a true copy of such
subscription, viz. :
We. the undersigned, hereby severally subscribe for the number of shares set
opposite our respective names, to the Capital Stock of Company,
ana we severally agree to pay the said Company, for each share, the sum of
dollars.
Name. Shares. Amount.
That the aforesaid stockholders waived notice of the time, place, and object of
the meeting of stockholders herein next set forth, which was held on ,
A. D. 190 , at which meeting directors were elected as stated herein, and the fol-
lowing is the original waiver :
A\'e, the undersigned, being all of the stockholders of the Com-
pany, organized under the laws of the State of Illinois, do hereby severally waive
notice of the time and place of "the meeting of the stockholders of said
company, and the purpose thereof, and any and all every notice required by the
laws of the State of Illinois.
That on the day of , A. D. 190 , at the , Illinois,
at the hour of M., they convened a meeting of the subscribers aforesaid
pursuant to notic3 required by law, which said notice was deposited in the post-
office, properly addressed to each subscriber, ten days before the time fixed therein,
a copy of which said notice is as follows, to wit :
To
Yon are hereby notified that the Capital Stock of has been fully
subscribed, and that a meeting of the subscribers of such stock will be held at
on the day of A. D. 190 , at
o'clock M., for the purpose of electing a Board of Directors for said Com-
pany and for the transaction of such other business as may be deemed necessary.
Signed
Commissioners.
That said subscribers met at the time and place in said notice specified, and pro-
ceeded to elect Directors, and that the following persons were duly elected for the
term of year , viz. :
458
FORMS AND PRECEDENTS.
And that the post-office address of the business office of said Company is at
Number Street in the City of , in the County of ,
and State of Illinois.
> Commissioners.
State of
County of
On this day of , A. D. 390 , personally appeared before me,
a Notary Public in and for said County in said State, , and made oath
that the foregoing report by them subscribed is true in substance and in fact.
, Notary Public.
INDIANA.
ARTICLES OF INCORPORATION
OF THE
Company.
"We, the undersigned, hereby associate ourselves together pursuant to the stat-
utes of the State of Indiana for the organization of corporations by the following
written articles :
Art. One. — Name.
The name shall be :
Art. Two. — Capital Stock.
The capital stock of this association shall be dollars, divided into
shares of dollars each.
Art. Three. — Object.
The object of this association and the proposed plan for the transaction of its
business shall be :
(To be stated in all cases. Care should be taken to name as broad an object as
possible and at the same time to avoid mentioning any of the proposed powers of
the corporation.)
Art. Pour. — Place of Operations.
The business of this corporation shall be carried on in :
(To be staled in all cases. Where the work is from one point to anot her, this
shonhl be stated. For railroads, name all counties through which the road passes
anil give Length as near as possible.)
Art. Five. — Number op Directors.
There -hall he d irecfa >rs for this corporation, who after the Brsi year
shall be elected annually by the stockholders. All the corporate officers shall be
appointed by the direel
Art. Six. — Directors ros l'msi Vi \n.
The following directors shall manage the business and prudential concei
this corporation for the Brsi year of its existence.
I.v.i
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
Akt. Seven. — Term of Existence.
The association shall have an existence of (not to exceed fifty) years
from the date hereof*
/// Witness Whereof, we have hereunto set our hands this day of
. A. I). 190 .
(The subscribers affix, in addition to their names, their residences, and, if a stock
corporation, the number of shares taken by each. In the case of savings banks
state occupation and post-office address. Articles for the incorporation of educa-
tional and religious corporations must be sworn to. Articles for Board of Trade,
Steam packet, telegraph, telephone, building and loan, health resort, Y. M. C. A.,
boards of relief for orphans, etc., and manufacturing companies must be acknowl-
edged as deeds are acknowledged. All others are signed merely.)
INDIAN TERRITORY.
ARTICLES OF AGREEMENT AND INCORPORATION
OF
Know all Men by these Presents : That the Corporators hereinafter named
have this day, and by these presents, formed a Corporation under and in pursu-
ance of an Act of Congress, approved February 18, 1901, entitled " An Act to put iu
force in the Indian Territory certain provisions of the Laws of Arkansas relating to
Corporations and to make said provisions applicable to said Territory," which said
Act provides for incorporations for manufacturing and other lawful business purposes
in the Indian Territory, and in evidence thereof do hereby execute the following
Articles of Incorporation :
First. The name of said Corporation shall be :
Second. The Corporators are :
Third. The place of business is to be located at and its office for
transaction of business shall be in or at such other place as the Board of
Directors may select.
FOURTH. The general nature of the business proposed to be transacted by this
Corporation is :
1 ii tii. The amount of capital stock of said Corporation shall be
dollars ; of which dollars has been subscribed by the Corporators afore-
said, and the residue thereof may be issued and disposed of as the Board of
Directors may from time to time order and direct.
Sixth. The capital stock shall be divided into shares of the value of
§25 each.
Seventh. The affairs and business of the Corporation shall be conducted and
controlled by a Board of Directors, consisting of members, all of
whom shall be stockholders of the Corporation. Said Board of Directors shall
cleft one of its members as President, and one of its members as Vice-President,
and shall also elect a Secretary and Treasurer.
Eighth. The first election of Directors shall be held immediately after the or-
ganization of the Corporation, and said Directors shall serve for one year and until
their successors are elected.
Ninth. The Board of Directors are empowered to ordain and establish all by-
laws and regulations necessary to the management and business of said Corporation,
and alter and repeal same at pleasure.
460
FORMS AND PRECEDENTS.
Tenth. The first meeting of said Corporators for organization shall be held in
at the office of at o'clock on the
day of , 190 . The subscribers hereto hereby waive notice of
said meeting.
In Testimony Whereof, we have hereunto set our hands on this, the
day of , 190 .
CERTIFICATE.
Whereas, have associated themselves together as a body
politic and corporate, to be known as
And Whereas, The said Corporators, being the subscribers to the capital stock of
said Corporation, have waived the fifteen days' notice as required by law, and
called a meeting for organization, to be held in at the office of
at o'clock on the day of , 190 .
Whereas, At the time and place above set out, a meeting of the subscribers
aforesaid was held to organize said Corporation and elect Directors ; aud
Whereas, At said meeting the following named persons were elected Directors,
to wit: , and
Whereas, At a meeting of the said Board of Directors was elected
President, and was elected Vice-President, and was elected
Secretary, and was elected Treasurer.
Note, Therefore, the said as President, aud the said
as Directors, do, in pursuance of law, issue this, their Certificate, verified by their
oaths, and do hereby certify as follows:
First. Said Corporation is formed for the purpose of
Second. Its capital stock is dollars, divided into shares of $25 each.
Third. dollars of said capital stock have been actually paid in by
the subscribers hereto.
Fourth. The names of the stockholders and the number of shares owned by
them, respectively, are as follows :
Names. No. of Shares.
In Testimony Whereof, the said , President, of said Corporation,
and , a majority of the Board of Directors of said Corporation, have
hereunto set their hands on this day of , 190 .
, President.
Directors Directors.
United States of America,
Indian Territory,
I >. trict.
on their oaths say thai the matters and things in the foregoing certificate sei onl are
true, to the besi of their knowledge and belief.
Sn>, <-,-.< irn to before me, this the daj , 190
In Testimony Whereof, I have hereunto iel mj hand and seal of office.
4G1
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
IOWA.
ARTICLES OF INCORPORATION
OF THE
. Company.
We, whose names are hereunto subscribed, have associated ourselves as a body
corporate, under the provisions of Chapter 1, Title IX. of the Code of Iowa, and
acts amendatory thereto, and to that eud have adopted the following articles of
incorporation.
Article I.
The name of this corporation shall be:
Article II
The principal place of business of this corporation shall be at the city of ,
in the county of , and State of Iowa.
(Note. If the corporation does not transact business in this State, it is not necessary that
the articles name its principal place of business, or that such principal place of business be in
this State)
Article III.
The "eneral nature of the business to be transacted by this corporation shall be :
(Note. It is customary to state the general nature of the business to be transacted quite
fully, making this statement broad enough to cover all the contingencies that may possibly
arise.)
Article IV.
This corporation shall have all of the powers necessary for, or incidental to, the
convenient transaction of the business for which it has been organized, including
the power to borrow money, and to issue its negotiable notes, bonds, or other evi-
dences of such indebtedness, and to secure the repayment of the same by liens
upon all or any portion of its property, real or personal, by way of mortgage or
otherwise, and including the power to own, lease, buy, and sell real estate; and
further among its powers shall be the following:
1. To have perpetual succession ;
2. To sue and be sued by its corporate name ;
3. To have a common seal, which it may alter at pleasure ;
4. To render the interests of the stockholders transferable;
5. To exempt the private property of its members from liability for corporate
debts ;
6. To make contracts, acquire and transfer property, — possessing the same
powers in such respects as natural persons;
7. To establish by-laws, and make all rules and regulations necessary for the
management of its affairs.
(Note. This section is not absolutely necessary. It is, however, customary, and the pro-
visions, especially with reference to borrowing money, etc., will be found in actual practice
to facilitate such transactions.)
Article V.
The amount of the authorized capital stock of this corporation is the sum of
dollars divided into shares, each of the par value
of dollars. Not less than dollars of the capital stock
of this corporation shall be paid in in cash, or in property at its reasonable cash
value, before the corporation transacts business except the business incident to its
organization.
462
FORMS AND PRECEDENTS.
(1) The remainder of the capital stork of this corporation shall be issued and
paid in from time to time an the boari of directors may direct.
(2) The par value of all stock shall be paid in, either in cash or in property at
its reasonable cash value, at the time that the stock is issued.
(Note. The sentence indicated as (1) abore, may be omitted if the stock is all to be
paid in when the corporation commences business. If it is not all to be so paid in, there
should be something of this character inserted, prescribing when the remainder of the stock
shall be issued. The sentence (1) follows the method usually adopted in Iowa, but any
method may be adopted which makes the articles state when the stock not issued when the
corporation is organized shall be issued.)
(Sentence (2) above, should be omitted unless the stock is to be paid up as stated. If the
stock is to be paid up entirely in cash when issued, or all of it in property when issued,
modify this article to conform to the facts. It is not essential that this sentence be inserted,
but if the stock is to be fully paid, it is desirable that the articles should show it.)
Article VI.
This corporation shall commence on the day of , A. D. 19 , and
shall continue for the term of twenty years thereafter, with the right of renewal as
prodded by law, unless sooner dissolved by a vote of not less than of the stock
then outstanding.
(Note. Under the law it takes unanimous consent to dissolve before the expiration of
the term unless the articles provide otherwise. It is therefore not unusual to put in a pro-
vision that a designated majority, as two-thirds or three-fourths, may dissolve the corpora-
tion. The italicized portion above is, however, not necessary, if such right is not desired.)
Article VII.
The affairs of this corporation shall he conducted by a board of not less than
aor more than directors.
Within said limits the number of directors may be fixed by the stockholders at
any regular or special meeting; until otherwise fixed by the stockholders the board
of directors shall consist of members.
The board of directors shall have general charge of the business and affairs of
this corporation, and all of the powers of this corporation are vested in its hoard
of directors except as otherwise provided by law, or by the by-laws of this corpora-
tion, ami subject to such action restricting said powers as may he taken from lime
to time by tin- stockholders, either at an annual or at a special meeting, duly called
for.
The directors of this corporation may delegate their powers and may in writing
authorize others to act for them, as their proxies, at any meeting or meetings of
its board of directors; provided, however, thai the stockholders of this corpora-
tion may at any time limit, restrict, or prohibit such delegation of power by its
id while so limited or restricted said power shall only he delegated pur-
suant to such limitations or restrictions ; ami if so prohibited n shall not be dele-
gated during the continuance of Mich prohibition,
(Nmti Mm !i of the above is not necessary. It has, however, proved to be a matter of
very great com en • ace. In liea of the above the following article would nil the requirements
of tie- law :
'• The affairs of thii corporation nhall !"■ conducted by a hoard of directors
who -hall ha', e .:■ Ql ial I
V / ///.
Tie- officers of this corporation shall lie a president, vice president, secretary,
and treasurer. The directors 1 1 1 : i \ appoint a cashier and executive committee and
the convenient transaction of its business may require.
All officers ami directors of tins corporation shall hold office for one year. Or
until their sui oid qualified, and any vacancy in :mv office, or in
the board oi ■ may be filled by the remaining directors until the successor
tG3
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
of the person thus chosen to fill such vacancy is elected by the stockholders or
directors, at an annual or special meeting, and has duly qualified.
Article IX.
The hoard of directors of this corporation shall be elected at the annual meeting
of the stockholders, which shall be held on the second Tuesday of in each
year, commencing with the year A.l). 19 , at the principal office of the company
at such hour as may he fixed by the directors or by the by-laws. The officers of
this corporation shall be chosen by the directors at the annual meeting of the
directors, which shall be held each year immediately after the annual meeting of
the stockholders,
Until the annual meeting of the stockholders in the year A.D. 19 , and until
their successors are chosen and have qualified, shall constitute the hoard
of directors of this corporation, and its officers shall be president,
vice-president, secretary, and treasurer.
(Note. Of course any date may be fixed for the annual meeting.)
Article X.
Each director shall be a stockholder, and if any director shall cease to be a stock-
bolder he shall forthwith by virtue of that fact cease to be a director. Two or more
offices may be held by the same person at the same time.
(Note, The preceding article is not necessary to a legal organization.)
Article XL
At all meetings of the stockholders each stockholder shall be entitled to one
vote for each share of stock held by him, which votes may be cast either iu person
or by proxy duly authorized in writing.
(Note. The preceding article is not necessary to a legal organization).
Article XII.
The highest amount of indebtedness to which this corporation shall at any time
subject itself shall be an amount not in excess of two-thirds of its capital stock then
issued and outstanding.
Article XIII.
The private property of the stockholders of this corporation shall be exempt from
corporate debts.
Article XIV.
These articles may be amended at any annual meeting of the stockholders or at
any special meeting called for that purpose ; but no such amendment shall be made
without the affirmative vote in its favor of of the shares of stock then
outstanding.
(Note. This article is probably unnecessary but it is better to have it, and it is re-
quired, if an amendment by a bare majority of a quorum is to be precluded.)
Li Witness Whereof, we have hereunto subscribed our names on this day
of A. D. 19 .
State of ")
County of )
Before me, , a notary public, in and for said county, personally
appeared , said persons being to me personally known to be the iden-
tical persons whose names are subscribed in the foregoing articles of incorporation,
404
FORMS AND PRECEDENTS.
and each for himself acknowledged the same to be his free and voluntary act and
deed for the uses and purposes therein expressed.
Witness my hand and notarial seal at , in the county of ,
and State of Iowa, the day and year last above written.
, J\ otary Public in and for said county and State.
(Note. It is not necessary that the incorporators subscribe for any stock, and they
need not become stockholders.)
KANSAS.
APPLICATION FOR CHARTER.
To the Charter Board of the Slate of Kansas : The undersigned hereby apply to
the Charter Board of the State of Kansas, consisting of the Attorney-General, Secre-
tary of State, and State Bank Commissioner, for permission to organize a private
corporation under the law of the State of Kansas, and for that purpose make the
following statement, to wit :
First.
The name of the proposed corporation shall be :
Second.
The place where the principal office or place of business of said corporation is
to be located is :
Third.
The length of time for which said corporation is to exist shall be years.
Fourth.
The full nature and character of the business in which said corporation proposes
to engage is :
Fifth.
The names and addresses of the proposed incorporators are :
Sixth.
The proposed amount of the capital of said corporation is dollars, to
be divided into shares, of dollars cacti.
We further state thai the above application is made in good faith, with the in-
tention that Baid corporation shall actually engage Lu the business specified, and
none other.
Iu Witness Whereof we, the above-named Incorporators, have hereunto sub-
scribed our names, this day of , A. 1). L90 .
i Kansas, I
County of »
Personally appeared before me, a , in and for said county and State,
the above-named . who are personally known t ■ to be the
same persons whi '■'">'-' instrument in writing, and they each
duly acknowledged t ' a of the same.
hi Testimony Whereof, I have hereunto subscribed my name and affixed mj
this day of . \ D i
(My commission expires , l'JO .)
so t65
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
CHARTER
OF
The undersigned, citizens of the Statu of Kansas, do hereby voluntarily associate
ourselves together for the purpose of forming a private corporation under the laws
of the State of Kansas, ana do hereby certify :
First.
That tin- name of this corporation shall be The
Second.
That the purposes for which this corporation is formed are to : .
Third.
That the place where its business is to be transacted at :
Fourth.
That the term for which this corporation is to exist is :
Fifth.
That the number of directors of this corporation shall be , and the
names and residences of those who are appointed for the first year are:
Sixth.
That the estimated value of the goods, chattels, lands, rights, and credits owned
by the corporation is dollars.
That the amount of the capital stock of this corporation shall be dol-
lars, and shall be divided into shares, of dollars each.
Seventh.
That the names and residences of the stockholders of said corporation, and the
number of shares held by each, are as follows, to wit:
Names. Residences. No. of Shares.
/// Testimony Whereof, we have hereunto subscribed our names, this
day of , A. D. 190 .
State of Kansas, \
County, ) '
Personally appeared before me, a Notary Public in and for County,
Kansas, the above-named who are personally known to me to
be the same persons who executed the foregoing instrument of writing, and duly
acknowledged the execution of the same.
In Testimony Whereof I have hereunto subscribed my name and affixed my
notarial seal, this day of , A. D. 190 .
(seal.)
, Notary Public.
(My commission expires .)
Office of Treasurer of State.
Received of the sum of dollars, the same being the
Charter Fee for the
Dated this day of , A. L>. 190 .
, Treasurer of State of Kansas.
By
46G
FORMS AND PRECEDENTS.
KENTUCKY.
ARTICLES OF INCORPORATION.
The corporators whose names are hereto signed have executed these articles of
incorporation for the purpose of forming a corporation under the laws of the State
of Kentucky, in accordance with the following provisions :
1. The name of the corporation shall be:
2. The place where the principal office of the corporation shall be is the City of
, County of , State of Kentucky.
3. The purposes for which this corporation is funned are :
4. The amount of the capital stock of this corporation shall be
dollars, divided into shares of the par value of dollars each. (If
preferred stock is desired, insert provision therefor at this point.)
5. The names and residences of the stockholders and the number of shares sub-
scribed for by each are as follows :
6. This corporation shall begin on , and the period of continuance shall
be years (or perpetual).
7. The affairs of the corporation are to be conducted by (state the officers to
conduct the affairs of the corporation), who shall be elected annually at (name, time,
and place).
8. The corporation shall not at any time incur a higher amount of indebtedness
or liability than dollars.
'J. The private property of the stockholders shall not be subject to the corpo-
rate debts (or shall be subject, and state to what extent).
In Witness Whereof, we have hereunto subscribed our names this day of
, A. D. 190 ' .
State of Kentucky, }
County of \
I , a Notary Public in and for said county and State, do hereoy
certify that this instrument of writing from (here insert names of incorporators) was
this day produced to me by the above parties, and was acknowledged by the
said to be their act and deed.
Given under my hand and seal this day of . L90 .
, Notary Public.
LOUISIANA.
CERTIFICATE OF INCORPORATION
OF THE
Company.
United States of America,
State of Louisiana,
i of ,
City of
/: It Known, thai on this day, the of the month of in the year
one thousand nine lundred and , and of the ^dependence of the
i of America the one hundred and , b< fore me,
Public m and for the Parish of . State of Louisiana, duly com-
missioned, sworn, and qualified, and in the presence of the witnesses hereinafter named
and undersigned, personally came and appeared tbi several persons whose names
are hereunto subscribed, all of the age of majority, who declared that, availing
of the proi 8tate n lative to the organization
167
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
of corporations, they hereby form themselves into and constitute a corporation for
the objects and purposes, and under the stipulations hereinafter set forth, viz.:
(It' a limited corporation is to be formed, t lie above clause should read, from the
words "availing themselves " as follows : Availing themselves of Act 36 of 1888
bs well as the general laws of the State relative to the organization of corporations,
they hereby form themselves into and constitute a corporation for the objects and
purposes, and under the stipulations hereinafter set forth:)
Article I.
The name and title of this corporation shall be :
and bv that name it shall enjoy succession for the term of years from
the date hereof, unless sooner dissolved. It shall have power to sue and be sued,
to borrow money, hold, purchase, lease, sell, and hypothecate real and personal prop-
erty; to make and use a corporate seal ; to name and appoint directors, managers,
and agents, and to establish such by-laws, rules, and regulations for the management
of the business and affairs of said corporation as may be necessary the same to alter
at pleasure ; also to make and issue bonds and other evidences of debt, and to secure
same by mortgage or otherwise.
Article II.
The domicile of this corporation shall be in the City of _, and all citations
or other legal process shall be served on the President, or, in his absence, on the
Vice-President.
Article III.
The objects and purposes of this corporation shall be to :
Article IV.
The capital stock of this corporation shall be fixed at dollars, divided into
shares of dollars each, payable , or its equivalent.
Article V.
All the powers of this corporation shall be vested in a Board of Directors, com-
posed of directors, of whom shall constitute a quorum for the
transaction of business. They shall elect from their number a President, Vice-
President, and a Secretary and Treasurer.
The following-named persons shall constitute a quorum of Directors:
President,
Vice-President,
Secretary,
Treasurer,
and they shall hold office until the in , 190 , or until their
successors shall have been duly elected. Any failure to hold an annual meeting
shall not cause a forfeiture of this act, of incorporation, and any vacancy occur-
ring in the Board of Directors, from any cause, shall be filled by the remaining
Directors.
The Board of Directors shall elect its officers, and shall appoint such agents
and managers as may be necessary, and shall fix their compensation. The Board
shall also have the right to dismiss said employees at pleasure.
All acts of sale, purchase, lease, or others, shall be signed by the ,
or in case of his absence, or inability to act, by the
Article VI.
On the day in , 190 , annually, beginning with the year 190 ,
there shall be held a meeting of stockholders, to elect Directors for the ensuing
year which meeting shall be called after day's notice; said notice to be
468
FORMS AND PRECEDENTS.
deposited in the mail, postage prepaid, and directed to eacli stockholder, at his or
her last known address. At said meeting said Directors shall be elected by ballot,
and a majority of the votes east shall be necessary to elect, and each share of stock
shall be entitled to one vote, and the shareholder shall vote in person or by writ-
ten proxy. Only shareholders shall be eligible as Directors.
Article VII.
Any stockholder who may desire to dispose of his share or shares of stock
shall give the refusal of the same to this corporation, or any member thereof, and
no stock shall be transferred except upon the books of the company. No stock-
holder shall be held liable for any contracts or faults of this corporation, in any
further sum than the unpaid balance on his respective shares.
Article VIII.
This act of incorporation may be modified, changed, or amended, or said corpo-
ration may be dissolved by a vote of three-fourths of the stock represented at a
general meeting held for that purpose after due notice shall have been given by
publication tor days in one of the newspapers published in , and
in case of dissolution two commissioners shall wind up and settle the affairs of this
corporation, and in the event of a disagreement between them, they shall select an
umpire, whose decision shall be final.
At the termination of this act of incorporation the business and affairs of this
corporation shall be likewise wound up and settled by commissioners
elected by the stockholders at a meeting called for that purpose, after twenty
days' notice as above.
Tims done and passed in my office, in aforesaid, the day, month, and
year first above written, in the presence of , witnesses of lawful age,
residing in , who hereunto sign their names together with said ap-
pearers and me, notary, after due reading of these presents.
Original signed,
and others.
, Notary Public.
(City), (Date), 190 .
T, the undersigned, Recorder of Mortgages in and for the parish of ,
State of , do hereby certify that the above and foregoing act of incor-
poration of the Company was this day duly recorded in my office iu
book , folio
(City), , 190 .
Signed : , D. R.
I, , a Notary Public for the Parish of , aforesaid, do
certify the above and foregoing to lie a true and correct copy of the original
aet of incorporation of the Company, and of the certificate of the
I; der of Mortgages thereto attached, the whole extanl and on file in my
current notarial regi t( t
In faith whereof I grant these presents under my signature ami the impress of
niv seal of office.
the , A. 1). L90 .
Signed :
, Notary Public.
!•;:>
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
MAINE.
ARTICLES OF ASSOCIATION.
Tn accordance with the Revised Statutes of the State of Maine, Chapter 47,
Seen. mis 6j 7, 8j and 10, we, the undersigned, whose residences are set opposite our
respective names, hereby associate ourselves together by these written Articles of
Agreement for the purpose of forming a corporation under the laws of the State of
Maine, the purposes of which said corporation are :
The first meeting of said associates shall be held in accordance with the pro-
visions of Section 17 of Chapter 48, at the office of , No.
St., , Maine, on , the day of , A. D. 190 .
Dated at , this day of , 190 .
Names. Residences.
"Waiver of Notice of First Meeting of Incorporators.
"We, the undersigned, being all the signers of the foregoing Articles of Associa-
tion, hereby waive notice of the time, place, and purpose of the first meeting of the
signers of said Articles of Association as required by Section 17 of Chapter 48 of
the Revised Statutes of the State of Maine, and acts additional thereto and amenda-
tory thereof, and do hereby fix the day of , A. D. 190 , at
o'clock in the forenoon as the time, and the office of , No.
, Maine, as the place of said meeting, and we do hereby
severally consent that said first meeting be held at the time, place, and for the
purposes aforesaid, to wit :
1. To organize into a corporation.
2. To adopt a corporate name.
3. To define the purposes of the corporation.
4. To fix the amount of capital stock, and divide same into shares.
5. To elect a President, not less than three Directors, a Clerk, a Treasurer, and
all other necessary officers.
6. To adopt a Code of By-Laws.
7. To act upon any further business which may properly come before the
meeting.
Dated at , Maine, this day of , 190 .
First Meeting.
Pursuant to the foregoing Articles of Association and Waiver of Notice of First
Meeting of Incorporators, signed by all the incorporators, a meeting of said signers
of said articles was held at the office of , No. Street,
, Maine, on the day of 190 , at o'clock
in the noon.
Of the signers the following were present :
The meeting was called to order by
was chosen Chairman and presided, and was
chosen Clerk.
The clerk was then duly sworn as appears by the following certificate :
470
FORMS AND PRECEDENTS.
State of Maine.
Portland, 190 .
Cumberland, ss.
Then personally appeared , Clerk of the Meeting of Associates,
mentioned in the foregoing Articles of Agreement, and made oath that he would
faithfully and impartially perforin the duties of his office.
Before me,
, Justice of the Peace.
The original Articles of Association and Waiver of Notice of First Meeting of
Incorporators were presented and ordered to be made a part of this record.
On motion it was Voted: To organize a corporation under Sections 10, 17, 18,
aud 19 of Chapter IS of the Revised Statutes of Maine, and acts additional thereto
and amendatory thereof.
On motion it was Voted : That the name of the corporation shall be :
On motion it was Voted: That the purposes of said corporation shall be as
set forth, stated, specified, and defined in the Articles of Association, which are
expressly referred to and made a part of this vote.
On motion it was Voted : That the place of business of this corporation shall be
at , Maine, but the corporation may maintain other general offices and places
of business at such other place or places, either within or without this Slate,
as the Directors may from time to time determine to be for the interests of
the corporation.
Ou motion it was Voted : That the capital stock of this corporation shall be
and is hereby fixed at dollars, divided into shares of the par value
of dollars each.
On motion it was Voted: That the chairman appoint a Committee of one
to examine and report at once the names and residences of persons who have
subscribed for stock in this company, and the amount of stock subscribed for by
each. The Clerk was appointed as such Committee, and made the following
report of the list of stockholders, and the report was accepted, and the persons
therein named were declared to be stockholders in this corporation.
Report of Committee.
Names. Residences. No. of Shares.
The following subscriptions for stork were then tiled :
Subscription for Stock.
, Must:, , 190 .
We, the undersigned, hereby severally agree, each with the other, .-111(1 with the
corporation hereinafter named, in consideration of the mutual agreements herein
contained, to make, pay for, and receive the number of shares sel opposite <>ur
respective names, of the capital stock of the Company.
,-s. Eli idi i 1 No. of Shares.
On motion it was Voted: To have the following Code of
Bt-L kwgi (Hen Insert - .)
On motion it was Voted: To proceed to the election of officers for the ensuing
year by written ballot, and thai the clerk he a Committee t" receive, sort, and
counl the votes thrown. ' ttended t" thai duty, he reported th
directors, ived votes, being all the votes thrown; thai
for Treasurer, rod votes, being .-ill the votes thrown;
that for Clerk, ived . being all the votes thrown;
171
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
thai for Secretary, received votes, being all the voles
thrown, and the report was accepted and the persons therein named were declared
to be dnh elected to the respective offices.
The Clerk was then duly sworn, as appears by the following Certificate:
State of Maine.
Portland, , 190 .
Cumberland, ss :
Then personally appeared the above-named , and being duly
sworn, made oath 'that he would faithfully and impartially perform the duties of
his said office.
Before me,
, Justice of the Peace.
On motion it was Voted: To proceed to the election of an Executive Com-
mittee of members, and that the Clerk be a Committee to receive and sort
and count the votes thrown. Having attended to that duty, he reported that for
members of the Executive Committee had received votes,
being all the votes thrown.
On motion it was Voted: To prepare a Certificate of Incorporation setting forth
the name and purposes of the corporation and other particulars required by said
Chapter 48, and the same was accordingly done.
On motion it was Voted: To adjourn.
Adjourned. , Secretary.
Attest : , Clerk of Meeting of Associates.
Ratification of Records.
We, the undersigned, being all the members of said corporation, hereby ac-
knowledge that the above are true records of the organization of the aforesaid
corporation, and all the proceedings of the aforesaid meeting, and hereby consent
to approve, ratify, and confirm all of the aforesaid proceedings and the above
records thereof.
Dated , Maine, this day of 190 .
A true copy of the records of the proceedings of the first meeting.
Attest :
, Clerk.
CERTIFICATE OF ORGANIZATION OF A CORPORATION
UNDER THE GENERAL LAW.
The undersigned, officers of a corporation organized at , Maine, at a
meeting of the signers of the articles therefor, duly called and held at the office of
, in the City of , on the day of , A. D. 190 ,
hereby certify as follows :
The iii Mie of said corporation is :
The purposes of said corporation are :
The amount of capital stock is dollars.
The amount of capital stock already paid in is
The par value of the shares is dollars.
The names and residences of the owners of said shares are as follows :
Names. Residences. No. of Shares.
Unissued and in the Treasury.
_ Total.
472
FORMS AND PRECEDENTS.
Said corporation is located at
The number of directors is
The name of the Clerk is
The undersigned
Treasurer ; and the undersigned
of said corporation.
Witness our hands this
in the County of
, and their names are
, and his residence is
is President ; the undersigned is
are a majority of the Directors
day of
Tli en personally appeared
foregoing certificate that the same is true.
Before me,
, A. D. 190 .
, President.
, Treasurer.
, Directors.
190 .
and severally made oath to the
, Justice of the Peace.
State of Maine.
Attorney General's Office, 190
I hereby certify that T have examined the foregoing certificate, aud the same is
properly drawn and signed, and is conformable to the Constitution aud laws of
the State.
, Attorney General.
Company,
ss.
Registry of Deeds.
Received 190
at h. m . M.
Recorded in Vol. Page
Attest : , Register.
A true copy of record.
Attest :
, Register.
MARYLAND.
CERTIFICATE OF INCORPORATION.
State of Maryland, )
County of <) '
Certificate of Incorporation of I Company of the City of
Know all Men by these Presents: That we, the undersigned, <)o form ourselves
int'. a corporation under the provisions of the laws of the State of Maryland, and
i i fy :
/ ( Thai our nam's iii full, ami residences, are as follows:
Second. Thai the name of the corporation shall be the Company
of the City of (or County of)
Third. Thai tin- purposes for which the corporation is formed are as follows,
to wit :
Fourth, Thai tin- terra of existence shall l^ forty (40) years, beginning ,
ind ending , L90 .
. Thai the corporation hereby created is formed under, anil subject to the
following articles, conditions, ami provisions, to wit : (here baser! provisions for
ition of the internal a Hans of the corporation ).
Sixth. That the place where the operations of the company shall be carried on
is at , and the principal office will be located al
473
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
s itk. The amount of capital stock shall be dollars.
/ v. The said stock shall be divided into shares of the par value of
dollars each. (If preferred stock is desired, provision therefor should be
inserted at this point.)
Ninth. Thai the number of directors shall be . That the names of the
directors who shall manage the concerns of the corporation for the first year are
as follows :
Witness our hands and seals this day of , 190 .
State of Maryland,
County of
I hereby certify that on this day of , in the year of , before
me, a Notary Public in and for said County and State, personally appeared (here
insert the names of five incorporators), and did each acknowledge the aforegoing
instrument to be their respective act.
In Testimony Whereof, I have hereunto subscribed my name and affixed my
official seal the day and year above written.
, Notary Public.
MASSACHUSETTS.
We, whose names are hereto subscribed, do, by this agreement, associate our-
selves with the intention of forming a corporation according to the provisions of
Chapter 437 of the Acts of the year 1903, of the Commonwealth of Massachusetts,
and the Acts in amendment thereof and in addition thereto.
The name by which this corporation shall be known is
The location of the principal office of the corporation within the Commonwealth
is the of , and outside Commonwealth, the of , State of
The purposes for which the corporation is formed and the nature of the busi-
ness to be transacted by it, are as follows :
The total amount of the capital stock to be authorized is dollars. The
par value of its shares is, preferred dollars, common dollars. The
number of its shares is, preferred , common
(State the restrictions, if any, imposed upon the transfer of stock, and if there
are to be two or more classes of stock, a description of the different classes, and a
statement of the terms on which they are to be created, and the method of voting
thereon.)
( State any other provisions not inconsistent with law for the conduct and regu-
latiorj of the business of the corporation, for its voluntary dissolution, or for limit-
ing, defining, or regulating the powers of the corporation, or of its directors or
stockholders, or any class of stockholders.)
The first meeting shall be called by of (or if notice is waived);
and we hereby waive all requirements of the statutes of Massachusetts for notice
of the first meeting for organization, and appoint the day of
at o'clock M., at as the time and place of holding said meeting.
The names and residences of the incorporators, and the amount of stock
subscribed for by each, are as follows :
Name. Residence. Amount subscribed for.
In witness whereof, we have hereunto set our hands, this day of
in the year nineteen hundred and
474
FORMS AND PRECEDENTS.
NOTICE OF FIRST MEETING.
To
You are hereby notified, that the first meeting of the subscribers to an agree-
ment to associate 'themselves with the intention of forming a corporation to be
known by the name of dated , for the purpose of organizing said
corporation by the adoption of by-laws, and election of officers, and the transaction
of such other business as may properly come before the meeting, will be held on
, the day of , at o'clock, M., at
One of the subscribers to said agreement.
, 190 .
, 190 .
State of ) ss-
County of >
I certify that I have served the foregoing notice upon each of the subscribers
by copy served as fellows (state whether delivered in hand, or deposited in the
post-office, postpaid, addressed to each at his place of business or residence, or left
at his residence or usual place of business) seven days at least before the day
fixed for the first meeting.
IZIIZZZZZ 190 .
County of , ss.
Subscribed and sworn to,
Before me,
, Justice of the Peace.
"We, being a majority of the directors of the Company,
elected at its first meeting in compliance with the requirements of Section 11 of
Chapter 437 of the Acts of 1903, do hereby certify that the following is a true cony
of the agreement of association to form said corporation, with the names of the
subscribers thereto :
We, whose names are hereto subscribed, do, by this agreement, associate our-
selves with the intention of forming a corporation according to the provisions of
Chapter 437 of the Acts of the year 1903 of the Commonwealth of Massachusetts,
and the acts in amendment thereof and in addition thereto.
The name by which the corporation shall he known is
The location of the principal office of the corporation within the Commonwealth
is the of , aud outside the Commonwealth the of
, Slate of . ,
The purposes tor which the corporation is formed aud the nature of the business
to be transacted by it are as follows:
The total amount of its capital stock to be authorized is dollars. 1 he
ar value of its shares is, preferred .common dollars. The num-
er of its shares is, preferred nmon
•■• any other provisions set out in the original certificate.)
og shall he called by of (or it notice is
waived), ami we hereby waive all requirements of the statutes "t Massachusetts for
notice of tie- first meeting for organization, ami appoint the day "I
a t o'clock, fid., at as the time ami place ot holding said first
meeting. .
The names ami residences of the incorporators ami toe amount ol
scribed for by ' follows:
Name. lence. described for.
I, a reof, we have hereunto set our hands this da] In
the year nineteen hundred and
That the tirst meeting of the subscribers '<> said agreement was held on the
day of in the year nineteen hundred and
175
I,
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Thai the amount of the capital shirk now to be issued is shares of
preferred stock and shares of common stock, to be paid for as follows:
Amount and Class of Stock Issued.
In Cash:
In full
By instalments
Amount of instalment to be paid before
commencing business
In property :
Real Estate :
Location
Area
Personal Property:
Machinery ....
Merchandise . . .
Bills Receivable . .
Stocks and Securities
Patent Rights . .
Trade marks . . •
Copyrights . . .
Goodwill ....
Services
Expenses ....
(State clearly the nature of such services or expenses and the amount of stock
to be issued, therefor.)
The name, residence, and post-office address of each of the officers are as follows :
Name of Office. Name. Residence. P. O. Address.
President,
Treasurer,
Clerk or Secretary,
Directors,
In Witness Whereof, we have hereunto signed our names this day of
in the year nineteen hundred and
Commonwealth of Massachusetts.
,190 .
County of , ss.
Then personally appeared the above-named , and severally made
oath that the foregoing certificate by them subscribed is true to the best of their
knowledge and belief.
Before me,
, Notary Public.
MICHIGAN.
ARTICLES OF ASSOCIATION
OF
We, the undersigned, desiring to become incorporated under the provisions of
Act 232 of the Public Acts of 1903, entitled "An Act to revise and consolidate the
476
FORMS AND PRECEDENTS.
laws providing for the incorporation of manufacturing and mercantile companies or
any union of the two, and for the incorporation of companies carrying on any other
lawful business except such as are precluded from organization under this act by its
express provisions, and to prescribe the powers and to lix the duties and liabilities
of such corporations," and the acts amendatory thereof and supplementary thereto,
do hereby make, execute, and adopt the following articles of association, to wit :
Article I.
The name assumed by this association, and by which it shall be known in law,
is
Article II.
The purpose or purposes of this corporation are as follows :
Article III.
The principal place at which operations are to be conducted is at
, in the County of , State of
Article IF.
The capital stock of the corporation hereby organized is the sum of
dollars, of which dollars shall be common stock, and dollars
shall be preferred stock. The preferred stock shall be subject to redemption at par
on the day of , A. D. 190 , and the holder shall be entitled to
a dividend of per cent per annum, payable , which shall be
cumulative and payable before any dividend shall be set apart or paid on the com-
mon stock. The preferred stockholders shall be entitled to vole for directors.
Article V.
The number of shares into which the capital stock is divided is of the
par value of dollars each.
Article VI.
The amount of common stock subscribed is dollars. The amount of
preferred stock subscribed is dollars.
Article VII.
The amount of common stock actually paid in is the sum of dollars,
of which dollars has been paid in cash, and dollars has been
paid in other property, an itemized description of which, with the value al which
each item i- taki a, i as follows, viz.:
The amount of preferred stock actually paid in is the sum of dollars, of
which dollars has Keen paid in cash, and dollars has been paid
in other property, an itemized description of which, with the valuation at which
each item i taki a, i a ■ follow i iz. :
■/• / ///.
The office in the Siate of Michigan for the transaction of businese shall be kept
at
177
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Article IX.
The term of existence of this corporation is fixed at years from the date
hereof.
Article X.
The names of the stockholders, their respective residences, and the number of
shares of stock subscribed for by each arc as follows :
Names. Residence. No. of Shares.
In Witness Whereof, we, the parties hereby associating, for the purpose of giving
legal effect to these articles, hereunto sign our names, this day of ,
A. D. 190 .
Names. Names.
MINNESOTA.
ARTICLES OF INCORPORATION
OF
Article I.
The name of this corporation shall be :
Article II.
The general nature of the business of this corporation shall be:
The principal place of business of said corporation shall be :
Article III.
The time of commencement of said corporation shall be , and said
corporation shall continue for the period of years from said date.
Article IF.
The capital stock of said corporation shall be dollars, to be divided into
shares of dollars each, and shall be paid for in
when subscribed for and issued.
Article V.
The highest amount of indebtedness or liability to which said corporation shall
at any time be subject shall not exceed $
Article VI.
The names and places of residence of the persons forming said corporation
are:
Article VII.
The government of said corporation and the management of its affairs shall be
vested in a board of directors, composed of not less than nor more than
478
FORMS AND PRECEDENTS.
, all of whom shall be elected from the stockholders of said corporation,
and a majority of whom shall be elected by the stockholders at the regular annual
meeting thereof, which shall be held at the general office of the company, in the
City of , on the of , and shall hold office until their
successors are elected and qualified. The method of electing said directors shall be
declared and provided for by the By-Laws. Until the first annual meeting of the
stockholders the following-named persons shall constitute the Board of Directors :
Article Fill.
The officers of this corporation shall be a President, Vice-President, Secretary,
Treasurer, and , all of whom shall be chosen by the Board of Directors,
and any two of said offices, except those of President 'and Vice-President, and
President and Treasurer, may be held by the same persou, and such Board of
Directors shall have such other officers or agents as the interesl of the corporation
shall from time Do time demand. Until the first annual meeting of the Board of
Directors, and until their successors are elected and have qualified, shall
be President and . Vice-President, , Secretary,
and Treasurer.
Witness our hands and seals this day of , 190 .
In presence of
State of Minnesota,
County of
On this day of , 190 , personally appeared before me
, all to me known to be the parties who signed the foregoing
instrument, and each for himself acknowledged that he signed the same as his free
act and deed, for the uses and purposes therein expressed.
, Notary Public,
(seal.) Co., Minn.
MISSISSIPPI.
THE CHARTER OF INCORPORATION
Section Our. fir it known, Thai and their associates, bucci
and assigns, are hereby created and constituted a body corporate, and as such shall
have succession for a period of fifty year-.
Sect I he domicile of said corporation shall be a1
Mississippi, but may be changed to any other point within Mississippi by a \
the holders of a majority of the stock of said corporation.
Sect I corporation is empowered and authorized to have am! to
hold, receive purchase, and enjoy real estate and personal property, and the Bame,
or any pari thereof, to sell, rent, lease, convey, mortgage, or otherwise encumber;
' tes, bonds, debentures or other evidences of debts; to sue ami lie sued,
coutracl and be contracted with; to plead and be impleaded in the courts of the
Country ; to us.- :i common seal, and the same to change, alter, or renewal pleasure.
And said corporati m is further authorized and empowered to do all other acts
iry to promote its welfare which are nol in conflict with the laws ofthi
ol M sissippi or of the United States ol \.w a shall have
and enjoy all the powers, privileges, and rights conferred upon corporations by
Chapter 25 of the Annotated I
mr. The p t winch the corporation is created are, and it is
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
hereby authorized and empowered to , and said corporation is further
authorized to do all aots accessary and convenient in thejudgmenl of the officers or
directors of said corporation, for the welfare unci business ot said corporation; and
said corporation shall have, possess, and enjoy all the rights, powers, and privileges
enumerated in or created or conferred by Chapter 25 of the Annotated Code of
L892, which arc necessary and proper for carrying out the purposes of this
charter.
S on Five. The capital stock of said corporation shall be
divided into shares of each, but said capital stock may be increased or
diminished at any time by a vote of the holders of a majority ot* the capital stock of
said corporation.
Section Six. The management of the business of said corporation shall be con-
fined to such a number of directors as may be fixed, and altered from time to time,
bv a vote of a majority of the stock issued by said corporation ; said directors shall
be stockholders of said corporation; the majority of said directors shall constitute
a quorum for the transaction of business. The said directors shall elect from their
number a President, and also elect a Vice-President, a Secretary, and a Treasurer,
aud may appoint or elect such other officers, agents, or employees as they may deem
proper; shall hold office until their successors are duly elected and shall have
qualified, and shall have power to till all vacancies in their number caused by death,
resignation, or otherwise.
Section Seven. The directors of said corporation shall have power and authority
to make any and all needful rules, by-laws, and regulations for the control and man-
agement of the business affairs and property of said corporation, aud may from
time to time alter or renew the same as they may see fit.
Section Eight. At all stockholders' meetings a vote of the holders of a majority
of the stock then present in person or by proxy shall decide all questions legally
submitted at such meeting. Each stockholder shall be entitled to one vote for each
share of stock held by him, it, or her, but all elections of directors or managers of
said corporation shalf be held in accordance with Section 194 of the Constitution
of Mississippi and Section 837 of the Annotated Code of Mississippi.
Section Nine. No stockholder of auy such corporation shall be in any way
personally liable for the debts of said corporation beyond the amount of his, her, or
its unpaid subscription to said stock.
Section Ten. All subscriptions to said capital stock shall be paid for in cash or
property.
Section Eleven. Any two of said incorporators may open books of subscription
to the capital stock of said corporation, aud as soon as shall have been
subscribed, said corporation may organize, elect directors, and commence business.
Witness our hands and seals this day of
State of I ss
County of }
Personally appeared before me the within named
, who acknowledged that they signed and delivered the
foregoing instrument on the day and year therein mentioned.
Given under my hand and official seal this the day of , 190 .
MISSOURI.
FORM FOR INCORPORATING MANUFACTURING AND BUSINESS
CORPORATIONS.
Know all Men by these Presents : That we, the undersigned, desirous of forming
a corporation under the laws of Missouri, and more particularly under the provis-
ions of Article IX. Chapter 12, R. S. 1899, governing the formation of manufactur-
ing and business companies, do hereby enter into the following agreement :
480
FORMS AND PRECEDENTS.
First. That the name of the corporation shall be (Name designating the busi-
ness contemplated ; but not the name of any corporation existing under the laws of
this State for similar purposes. When the name of a person or firm is assumed, it
must be joined with some word desiguatiug the business to be carried on, followed
by the word "company" or "corporation'').
Second. That the corporation shall be located in the City of ,
County, Missouri.
Third. That the amount of the capital stock shall be (not less than
§2,000 nor more than $10,000,000) dollars, divided into shares of the
par value of dollars each (if preferred stock is desired, provision therefor
should be inserted here) ; that the same has been bona fide subscribed and
(not less than one-half) thereof actually paid up iu lawful money of the United
States, and is in the custody of the persons hereinafter named as the first Board
of Directors.
Fourth. That the names {not less than three), places of residence of the share-
holders, and the number of shares subscribed by each are :
Name. Residence. Number of Shares.
Fifth. That the Board of Directors shall be composed of shareholders
(not less than three nor more thau thirteen, at least three of whom shall be
citizens and residents of Missouri) ; and the names of those agreed on for tin- firsi
year are , , .
Sixth. That the corporation shall continue for a term of (not exceed-
ing fifty) years.
Seventh. That the corporation is formed for the following purposes (see
sec. 1319 of the Revised Statutes of Missouri) :
In Testimony Whereof, we have hereunto set our hands this day of ,
190 .
State of Missouri, >
County of )
On this day of , 190 , before me personally appeared
(names of all the stockholders), to me known to be the persons de-
scribed in and who executed the foregoing instrument and acknowledged thai they
executed the same as their free acl and deed.
In Testimony Whereof I have hereunto set my hand and affixed my notarial
seal the day and year last above mentioned.
, Notary Public.
My commission expires , 190 .
(seal.)
MONTANA.
rjf Montana, )
County of I " '
\y C) ( ,|,, hy these presents, pursuanl to and in conformity with
Article [.of Chapter [., Title I .and Pari IV. of the Civil Code of the State ol Mod
tana, a tociate ourselves together, and do hereby adopl the following Articles of
Incorporation :
1. The corporate name of said company is hereby declared to be:
2 The objects for which the company is formed are as follows:
31 1^1
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
8. Tlio names of the city, town, or locality, ami county in which the operations of
the said company arc to be carried on are:
I. rhe said company shall commence on the day of in the
year one thousand tune hundred and , and shall continue in existence for
the term of years.
Plie number of trustees who shall manage the concerns of said company for the
firsl three months, shall be , and their names and addresses are
6. The capital stock of the said company shall be dollars, which shall
be divided into shares of dollars each.
7. Amount actually subscribed is dollars, subscribed by (here insert
names and addresses of subscribers).
8. The stock is assessable.
Witness Our hands and seals, this day of , 190 .
State of Montana, )
County of >
On this day , A. D. 190 , before me , a
in and for said county and State, personally appeared , whose names
are subscribed to the foregoing instrument as the parties thereto, known to me to be
the same persons described in, and who executed the said foregoing instrument, and
who each of them duly acknowledged to me that they each of them respectively
executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my official seal
the day and year iu this certificate first above written.
NEBRASKA.
ARTICLES OF INCORPORATION
OF THE
Company.
We, the undersigned, incorporators, do hereby, in pursuance of the Statutes of
the State of Nebraska in such cases made and provided, associate ourselves as a body
politic aud corporate in the manner and for the purposes hereinafter mentioned.
Art. I.
The said corporation shall be named and known as Company.
Art. II.
The principal place of transacting the business of the corporation shall be in the
City of , County, Nebraska.
Art. III.
The general nature of the business to be transacted by the corporation is:
Art. IV.
The authorized capital stock of the corporation shall be dollars, divided
into shares of dollars each ; which shall be fully paid up
when issued, of such shares shall be subscribed for and fully paid up
upon the organization of the corporation, the remaining shares, or any part
thereof, may be issued at any time by the Board of Directors. The stockholders of
the company shall be entitled to a pro rata distribution of all subsequent issues of
stock, in such manner and under such rules and regulations as may be prescribed
by the Board of Directors. Said stock may be paid for in cash, or its equivalent
in property necessary and useful to the corporation iu the transaction of its business.
482
FORMS AND PRECEDENTS.
Art. V.
The highest amount of indebtedness or liability to which the corporation may at
any time subject itself shall not exceed an amount equal to per cent of
the capital stock issued.
Art. VI.
The corporation shall date from and commence on the day of
190 , and it shall terminate on the day of , 190
Art. VII.
The affairs and business of the corporation shall be conducted by a Board of
Directors, and by the officers by them to be elected, as hereinafter
provided.
Art. VIII.
The first meeting of the stockholders shall be held on the date of the commence-
ment of the corporation, or as soon thereafter as practicable, ami thereafter their
regular annual meeting shall be held in the City of on the
day of . At said first meeting, and' at the annual meetings thereafter,
the Board of Directors shall be elected by the stockholders from their Own number,
to hold office until the annual meeting next after their election and until their suc-
cessors are elected and qualified.
Art. IX.
The Directors shall in each instance, as soon as convenient after their election,
elect from their own number a President, Vice-President, Secretary, and Treasurer,
who shall hold office until the annual meeting next after their election and until
their successors are elected and qualified. Any two of said offices ma\ be held by
one and the same person, except the offices of President and Vice-President.
Art. X.
The Board of Directors shall have full power and authority to make all rules
and by-laws for the proper government and control of all the business affairs of the
corporation, and they may alter and amend the same at pleasure.
Art. XI
Vacancies occurring in the Board of Directors shall be filled by the stockhold-
ers, and other offices vacant from whatever cause shall lie tilled i. v the Board of
Directors.
Art. XII.
These articles of incorporation may be amended at anytime. Every amend-
ment shall be first approved by a two-thirds vote of the entire Board of Direotore,
i'l" 1 "i"" 1 being so approved, It shall be entered at large upon the records of the
Board. A draft of the proposed amendment or amendments, as the case maybe,
shall then be submitted to each stockholder, with the notice of the meeting called
forthe purpose of voting upon the same, which notice shall begiven ten days at
least prior to the date fixed for the meeting. If such amendmenl or amendmei
or either of thrm, .shall then be approved by the bolder or holders of two-third
[be capital Btock of the corporation, each and every amendmenl so approved shall
be considered adopted and be made a pan of the Articles of [noorporati and
the Board of Directors shall thereafter subscribe, acknowledge, record, and publish
t be -ui\r, as h\ law required.
l,i Testimony Whereof, v.'- have hereunto set our hands this day of
In presence of:
183
INCORPORATION AND ORGANIZATION OP CORPORATIONS,
of Nebraska, ? ss.
County of S
On this day of personally before me (name of officer and title
o*i office held) in and for County, Nebraska, duly commissioned and
qualified came , to me well known to be the identical persons whose
names are affixed to the foregoing articles of incorporation, and they severally ac-
knowledged the execution of the same to be their voluntary act and deed for the
purposes in said articles expressed. In testimony whereof I have hereunto sub-
scribed my hand and affixed my official seal the day and date last above written.
Notary Public,
County,
Nebraska.
NEVADA.
ARTICLES OF INCORPORATION
OF
Company.
Know all Men by these Presents: That we, the undersigned, have this day
voluntarily associated ourselves together for the purpose of forming a corpora-
tion under the laws of the State of Nevada; and we hereby certify:
First. The name of this corporation is
Second. The location of the principal office of this corporation in the State of
Nevada is in the Building, Number Streets, in the City of ,
County of , and State of Nevada.
Third. The objects for which this corporation is formed are:
Fourth. The total authorized capital stock of this corporation shall be
dollars (not less than $2,000), divided into shares of the par value of
dollars per share. The amount of subscribed capital stock with which it will com-
mence business is dollars (not less than $1,000). The amount actually
subscribed is dollars, and the amount actually paid up is dollars.
(At this point should be stated a description of different classes of stock, terms of
their creation, and amount of each class subscribed, and the amount paid thereon ;
or if a non-stock corporation, state the terms and condition of membership.)
Fifth. The names and post-office addresses and residences of each of the origi-
nal subscribers to the capital stock, and the amount subscribed by each are as
follows :
Names (not less than three). P. O. Address and Residence. No. of Shares.
Amount subscribed.
Sixth. The period of existence of this corporation is unlimited.
Seventh. The members of the Governing Board of this corporation shall be
styled directors, and shall be in number.
Eighth. The capital stock of this corporation after the amount of the subscribed
price or par value has been paid in, or it has been issued as fully paid up, shall not
be subject to assessment to pay debts of the corporation.
(Unless provision is made in these articles for assessment upon paid up stock,
no paid up stock, and no stock issued as fully paid up, can ever be assessable or
assessed, and the articles of incorporation cannot be amended in this particular.)
Ninth. (Here may be added such regulations and details as may be desired for
regulating the business, officers, etc.)
In Witness Whereof, we have hereunto set our hands this day of ,
A. D. 19 .
(Signatures.)
Witnesses:
484
FORMS AND PRECEDENTS.
State of I
County of J ss-
Be it remembered that on this day of , A. D. 190 , personally
appeared before me, a in and for said County and State, ,
known to me to be the persons described in, and who executed the foregoing
instrument, who acknowledged to me that they executed the same freely and
voluntarily, and for the uses and purposes therein mentioned.
NEW HAMPSHIRE.
ARTICLES OF AGREEMENT.
The undersigned, being persons of lawful age, hereby associate under the pro-
visions of Chapter 147 of the Public Statutes of New Hampshire, by the following
articles of agreement :
Article 1. The name of this corporation shall be :
Article 2. The object for which this corporation is established is :
Article 3. The place in which the business of this corporation is to be carried
on is:
Article 4. The amount of the capital stock to be paid in shall be :
Article 5. The first meeting of the corporators shall be held :
Names (at least five). Post-Office Address.
NEW JERSEY.
CERTIFICATE OF INCORPORATION
OF THE
We, the undersigned, in order to form a corporation for the purposes herein-
• forth, under and pursuant to the provisions of the Act of the Legislature
of the Btate of New Jersey, entitled "An Act Concerning Corporations (Revision
mil the acts amendatory thereof and supplemental thereto, do hereby
certify as follows :
Artie
The name of the corporation is :
ick II.
The principal and registered office of the Company is in the.
Building, . New Jei ey, and the name of the agent therein
And in charge thereof, and upon whom pr irporation maj be
l, is
it HI
l objects for which and for each of "Inch the corporation is funned arc i
It is the intention that the objects, purposes, and powers specified in the clauses
contained in tins tlnnl paragraph shall, except where otherwise expn I
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
paragraph, be nowise limited or restricted by reference to or inference from the
terms of anj other clause of this or any other paragraph in this charter, but that
the objects, purposes, and powers specified in each of the clauses of this paragraph
shall be regarded as independent objects, purposes, and powers.
Article IV.
The following provisions for the regulation of the business and the conduct of
the-affaira of the Company arc hereby established :
The corporation may use and apply its surplus earnings or accumulated profits
authorized by law to be reserved, to the purchase or acquisition of property, and to
the purchase or acquisition of its own capital stock from time to time, to such extent
and in such manner and upon such terms as its Board of Directors shall determine ;
and neither the property nor the capital stock so purchased and acquired, nor any
of its capital stock taken in payment or satisfaction of any debt due to the corpora-
tion, shall be regarded as profits for the purposes of declaration or payment of divi-
dends, unless otherwise determined by a majority of the Board of Directors or a
majority of the stockholders.
' The' corporation in its by-laws may prescribe the number necessary to constitute
a quorum of the Board of Directors, which number may be less than a majority of
the whole number.
The Board of Directors shall have power, without the assent or vote of the
stockholders, to make, alter, rescind, or amend the by-laws of the corporation, to
iix the amount to be reserved as working capital, to authorize and cause to be
executed mortgages and liens upon the real and personal property of the corpora-
tion ; and from time to time to sell, assign, transfer, or otherwise dispose of any or
all of the property of the corporation, but no such sale of all the property shall be
made except pursuant to the vote of at least two-thirds of the Board of Directors.
The Board of Directors from time to time shall determine whether and to
what extent, and at what times and places, and under what conditions and regu-
lations, 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.
The Board of Directors shall have power to hold its meetings, to have one or
more offices, and to keep the books of the corporation (except the stock and trans-
fer books) outside of the State of New Jersey at such places as may be from tune
to time designated by them.
Article V.
The Company shall be authorized to issue capital stock to the amount of
dollars. The number of shares of which the capital stock shall consist is
shares of the par value of dollars each. (If preferred stock, is desired, insert
provisions therefor at this point.)
Article VI.
The names and post-office addresses of the incorporators, and the number of
shares of stock for which severally and respectively we do hereby subscribe, the
aggregate of our said subscriptions being dollars, is the amount of capital
stock Vi tli which the Company will begin business, are as follows :
Names. Post-Office Addresses. No. of Shares.
Article VII.
The duration of the Company shall be perpetual.
In Witness Whereof, we have hereunto set our hands and seals this day
of 190 .
(L.S.)
(L. S.)
(L. S.)
486
FORMS AND PRECEDENTS.
State of I ss
County of |
Be It Remembered, that on this day of , 190 , before me, a Notary
Public in and for said County, personally appeared , who I am satisfied
are the persons named in, and who executed the foregoing certificate, and I having
first made known to them the contents thereof, they did each acknowledge that
they signed, sealed, and delivered the same as their voluntary act and deed.
, Notary Public.
(For use when acknowledgment is taken out of the State)
State of
County of
I, Clerk of the County of and also Clerk of the Supreme
Court for the said County, the same being a Court of record, Do Hereby Certify that
, whose name is subscribed to the Certificate of the proof or acknowledg-
ment of the annexed instrument and thereon written, was at the time of the taking
of such proof of acknowledgment a Notary Public, in and for said County, dulj com-
missioned and sworn and authorized by the laws of said State to take the acknowl-
edgments and proofs of deeds or conveyances for lands, tenements, or hereditaments,
in said State of . And further, that I am well acquainted with the
handwriting of such Notary Public, and verily believe that the signature to said
certiheate of proof of acknowledgment is genuine.
In testimony whereof, I have hereunto set my hand and affixed the seal of the
said Court and County the day of , 190 .
, Clerk.
NEW MEXICO.
ARTICLES OF INCORPORATION
OF THE
Company.
We, the undersigued, for ourselves, our associates and successors, have asso-
ciated Murselves together for the pnrpose of forming a corporation under the laws
of the Territorv of New Mexico, United States of America, and we hereby certify
and declare as follows:
I. The full names of mid persons desiring to form this Company are as follows:
II. The corporate name of the Company is:
III. The objects for which the Company is formed ami its purposes are as
follows:
1 V. The amount of capital stock ami the number of shares into which tin
shall lie divided is dollars, which shall he divided into shares at
the liar value of dollars each.
V. The term of existence of the vii.l corporation is fifty years from the date of
this writing.
VI. The Board of Directors ami their names who shall manage the concerns of
♦ he Company for tin- firsl three months are directors, all of whom arc
citizens of the United Slates, ami on' -third of whom arc residents ol x -
Whose names and addreSBt - an- as follows;
\ 1 1. The nan i itj and county win-re the principal place of busim
to be located is tin City of County of , Ter. of Ni w Mexico.
/ / ttimony Whereof, we have hereunto sel our hands and seals this
', L9
of
County of
I certify that on this day of . 190 , before me peraonallj
, to me personally known, and known to me to be the same
187
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
persons described in and who executed the foregoing instrument and severally
dulj acknowledged to me that they bad signed and executed the same.
/ Witness Whereof, 1 have hereunto set my hand and affixed my official seal
at said Count v the day and year last, above written.
, Notary Public,
County.
Territory of New Mexico.
Office of the Secretary.
Certificate.
I, , Secretary of the Territory of this office, do hereby certify there
was Bled for record in this office, at o'clock, M., on the day of
A. D. 190 ,
Articles of Incorporation
of the
, Company,
and also, that I have compared the foregoing copy of the same with the original
thereof now on file, aud declare it to be a correct transcript therefrom and of the
whole thereof.
In Witness Whereof, I have hereunto set my hand and affixed my official seal
this day of , 190 . .
, Secretary of New Mexico.
NEW YORK.
CERTIFICATE OF INCORPORATION
OF THE
We, the undersigned, all natural persons of full age, two-thirds being citizens of
the United States and one-third residents of the State of New York, desiring to
form a stock corporation, pursuant to the provisions of the Business Corporation
Law of the State of New York, do hereby make, sign, acknowledge, and file this
certificate for that purpose as follows:
First. The name of the proposed corporation is :
Second. The purposes for which this corporation is formed are:
Third. The amount of the capital stock is dollars. The amount of
capital with which the Company will begin business is dollars.
Fourth. The number of shares of which the capital stock shall consist is_
shares of the par value of dollars per share. (If preferred stock is to be
issued, provision therefor should be made at this point.)
Fifth. The principal office of the corporation is to be located in
Sixth. The duration of the Company will be ninety-nine (99) years.
Seventh. The number of its directors shall be
Eighth. The names and post-office addresses of the directors for the first year
are :
Names. Post-Office Addresses.
Ninth. The names and post-office addresses of the subscribers and the number
of shares which each agrees to take in the corporation are as follows :
Names. No. of Shares. Addresses.
4>^>
FORMS AND PRECEDENTS.
Tenth. (Here insert provisions for the regulation of internal affairs if desired.)
lit Testimony Whereof, the subscribers Lave made, signed, acknowledged, and
Cled tins certificate.
Dated,
State of ?
County of j"
I hereby certify tbat on this day of , 190 , before me person-
ally came , to me personally known, and known to me to be the
persons described in and who executed the foregoing instrument, and severally
duly acknowledged to me that they executed the same.
, Notary Public.
(For use out of the State.)
State of
County of
I, , Clerk of the County of , and also Clerk of the
Court for the said County, the same being a Court of Record, Do Hereby I
Certify, that , whuse name is subscribed to the Certificate of the proof
or acknowledgment of the annexed instrument, ami thereon written, was, at the
time of the taking of such proof or acknowledgment, a Notary Public in and for
the County of , dwelling in the said county, commissioned ami sworn, and]
'duly authorized to take the same. Aud further, that I am well acquainted with tin
tiandwriting of such Notary, and verily believe that the signature to the said certifi-
cate of proof or acknowledgment is genuine.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the
said Court and County, the day of , 190 .
, Clerk.
NORTH CAROLINA.
CERTIFICATE OF INCORPORATION
OK Till.
Company.
This is to certify that we do hereby associate ourselves into a
corporation, under and by virtue of an acl of the Legislature of the State of North
Carolina (session L901 ) entitled " An Acl to Revise the < lorporation Laws of North
Carolina," and the Beveral supplements thereto and acts amendatory thereof, and
rally agree to take- the number of b hares of capital stock Bel opposite our
respective na
■ /. The name of the corporation is pany.
Second. The location of the principal office in this State is at No.
t, in the of ] tj of _
Third. The objects for which this corporation is formed are to :
Fourth. '\ notal authorized capital stock of this corporation is
dollar-, divided into shares of par value of dollars each.
/ ind posl office addresses of the incorporators and the num-
ber oi ibscribed for by each, the aggregate of which, | , is the
amount of capital stock with which this company will commence business, are as
follow
Nam,'. Post-I Uliee Add'
The period of existence of tb . ration is limited to years.
189
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
S ."}. (Here inserl anj provisions for the regulation of internal affairs of the
corporation thai maj be desired.)
In Witness Whereof, we have hereunto set our hands and seals the day
of , 1«JU .
(seal.)
(seal.)
Signed, sealed, and delivered in the presence of
of
Count \ of
This is to certify that this day before me, a , personally appeared
, who 1 am satisfied are the persons named in and who executed the fore-
going certificate of incorporation, and I having first made known to them the con-
tents thereof, they did each acknowledge that they did sign, seal, and deliver the
same as their voluntary act, and deed, for the uses and purposes therein expressed.
/// Testimony Whereof, I have hereuuto set my hand and affixed my official seal,
this day of , A. D. l'JO .
NORTH DAKOTA.
ARTICLES OF INCORPORATION
OF TUE
Company.
Know all Men by these Presents: That we, the undersigned, have this day volun-
tarily associated ourselves together for the purpose of forming a corporation under
the laws of the State of Nortli Dakota. And we hereby certify :
First. The name of the said corporation is the
Second. The purpose for which it is formed is to carry ou the business of
in the County of and State of North Dakota.
Third. That the place where its principal business is to be transacted shall be
the of , County of , and State of North Dakota. But it
may have a business office without this State at the City of , State of
, and any meetings of incorporators, stockholders, or directors may be
held at either of said offices.
Fourth. That the term for winch it is to exist is years from and after
the date of its incorporation.
Fifth. That the number of its directors shall be , and that the names
and residences of those who are appointed to serve until their successors are elected
and qualified are :
Names. Residences.
Sixth. That the amount of the capital stock of this corporation shall be
dollars, divided into shares of the par value of dollars each.
Seventh. That the amount of said capital stock which has been actually sub-
scribed is dollars, and the following arc the names of the persons by whom
no has been subscribed and number of shares held by each :
Names of Subscribers. No. of Shares. Amount.
In Witness Whereof, we have hereunto set our hands and seals this
day of , one thousand nine hundred and
(Signatures and seals.)
Signed and sealed in the presence of
490
FORMS AND PRECEDENTS.
State of North Dakota, >
County of |
On this day of , in the year one thousand nine hundred and
, before me, a Notary Public in and for said county, personally appeared,
known to me to be the persons who are described in, and who
executed the within instrument, and they each duly acknowledged to me that they
executed the same.
In Witness Whereof, I have hereunto set my hand and affixed my official seal
the day and year last above written.
(seal.)
, Notary Public,
Co.
OHIO.
ARTICLES OF COMPANY FOR PROFIT.
These articles of incorporation of the Company witnesseth : That
we, the undersigned, all (or a majority) of whom are citizens of the State of Ohio,
desiring to form a corporation for profit, under the general corporation laws of said
State, do hereby certify:
First. The name of said corporation shall be :
Second. Said corporation is to be located at in County, Ohio,
and its principal business there transacted.
Third. Said corporation is formed for the purpose of:
Fourth. The capital stock of said corporation shall be dollars, divided
into shares of dollars each. (If preferred stock is to be isoued,
provision therefor should be inserted at this point.)
In Witness Whereof, we have hereunto set our hands this day of
, A. D. 190 '•
(Signatures.)
State of Ohio, > sg
County of >
Personally appeared before me the undersigned, a in and for said
county, this ' day of , A. D. 190 , tin: above named ,
and each severallj acknowledged the signing of the foregoing articles of incorpora-
tion to be his free act and deed for the uses and purposes therein mentioned.
Witness, my hand and official seal on the day and year last aforesaid.
(SBAL.) (Signatures and title.)
Stair of Ohio, )
County of \
I, :k of thr Court of Common Pleas within and for the county
iid, do hereby certify thai , whose name is subscribed to the fore-
going acknowledgmenl , was at the date thereof a in and lor
said county, duly commissioned and qualified, and authorized as such to take Bald
acknowledgment; and further, lhal I am well acquainted with his handwriting, and
believe thai the signature to said acknowledgmenl is genuine.
/,/ Witnett Whereof, I have hereunto el my hand and affixed the seal of said
at day of , A . 1 ) 190 •
( IE w.)
I'.H
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
OKLAHOMA.
ARTICLES OF INCORPORATION.
Be If Known, That the undersigned, citizens of the Territory of Oklahoma, do
hereby voluntarily associate ourselves together for the purpose of forming a pri-
vate corporation, under the laws of the Territory of Oklahoma, and do hereby
certify :
First.
That the name of this corporation shall be
Second.
That the purpose for winch this corporation is (are) formed is (are) to :
Third.
That the place(s) where its principal business is to be transacted is (are) at :
Fourth.
That the term for which this corporation is to exist is :
Fifth.
The number of directors or trustees of this corporation, and the names and
residences of such of them who are to serve until the election of such officers and
their qualification :
Names. Post-Office Addresses.
Sixth.
That the estimated value of the goods, chattels, lands, rights, and credits owned
by the corporation is dollars.
That the amount of the capital stock of this corporation shall be dollars,
and shall be divided into shares of dollars each.
In Testimony Whereof, we have hereunto subscribed our names tbis day
of , A. D. 190 .
Territory of Oklahoma, \
County \
Personally appeared before me, a Notary Public in and for said County, Territory
above named, , who are personally known to me to be the same
persons who executed the foregoing instrument of writing, and duly acknowledged
the execution of the same.
In Testimony Whereof I have hereunto subscribed my name, and affixed my
Notarial Seal this day of , 190 .
, Notary Public.
492
F0RM3 AND PRECEDENTS.
OREGON.
ARTICLES OF INCORPORATION.
We, and and , whose names are hereunto
subscribed, do hereby associate ourselves together for the purpose of forming a cor-
poration under and by virtue of the laws of the State of Oregon for the format ion
of a private corporation.
Article I. The name of this corporation shall be , and its duration
shall be perpetual.
Article II. The enterprise, business, pursuit, or occupation in which this cor-
poration proposes to engage is :
Article III The principal office and place of business of this corporation shall
be at :
Article IF. The capital stock of this corporation shall be dollars.
Article V. The capital stock of this corporation shall be divided into
shares, of the par value of dollars each.
(If the corporation is formed for the purpose of navigation or making or con-
structing any railroads, roads, canal or bridge, the termini of the same or the site of
such bridge must be set forth.)
la Witness Whereof, we, the undersigned, have hereunto set our hands and seals
this day of , 19 .
In the presence of
(SEAL.)
(SEAL.)
(seal.)
State of Oregon,
County of
Be It Remembered, that on this day of , 190 , before me, the
undersigned, a Notary Public in and for said County and State, personally appeared
, all to me personally known, and known to me to be the indivi-
duals named in, and who executed the foregoing articles of incorporation, and
severally acknowledged to me that they executed the same
In Witness Whereof, I have hereunto set my hand and notarial seal the day
and year last above written.
, Notary Public for Oregon.
PENNSYLVANIA.
Notief is hereby given that an application will be made to the Governor of the
State of Pennsylvania od , \ D. I'm , by under the
Art of Assembly of the Commonwealth of Pennsylvania entitled " \n \<i to pro-
vide for ill'- Incorporation and Regulation of certain Corporations," approved
April 29th, 1874, and the supplements thereto, for the charter of an intended
corporation f'> be railed , the character and object of which i
and for these purposes t<> have and |iw.srss and enjoy all the rights, benefits, and
privileges of the said Act of Assembly and its supplemi
, Solicitor!.
(The above is the form for publication of notice of intention to apply for charter.)
493
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
PENNSYLVANIA.
TO THE GOV] 11NOR OF THE COMMONWEALTH OF PENNSYLVANIA:
v . — In compliance with the requirements of an Act of the General Assem-
bly of the Commonwealth of Pennsylvania, entitled " An Act to provide for the
incorporation ami regulation of certain corporations," approved the 29th clay of April,
A. D. 1874, and the several supplements thereto, the undersigned,
of whom are citizens of Pennsylvania, having associated themselves together for
the purpose hereinafter specified, and desiring that they may be incorporated, and
that letters patent may issue to them and their successors according to law, do
hereby certify :
1. The name of the proposed corporation is:
2. Said corporation is formed for the purpose of:
3. The business of said corporation is to be transacted in :
4. Said corporation is to exist for the term of years.
5. The names and residences of the subscribers and the number of shares
subscribed by each are as follows :
Names. Residence. No. of Shares.
6. The number of directors of said corporation is fixed at , and the
names and residences of the directors who are chosen directors for the first year
are as follows :
Name. Residence.
7. The amount of the capital stock of said corporation is dollars,
divided into shares of the par value of dollars, and dollars,
bring ten per centum of the capital stock, has been paid in cash to the Treasurer
of said corporation, whose name and residence is :
(Signatures of Incorporators.)
State of Pennsylvania, )
County of J ss *
Before me , in and for the county aforesaid, personally came the
above named , who, in due form of law, acknowledged the fore-
going instrument to be their act and deed for the purposes therein specified.
Witness my hand and seal of office, the day of , A. D. 190 .
(seal.)
State of Pennsvlvania, )
County of } ss -
Personally appeared before me, this day of , A. D. 190 ,
who being duly sworn, according to law, depose and say that the statements
contained in the foregoing instrument are true.
Sworn and subscribed before me, the day and year aforesaid.
RHODE ISLAND.
ARTICLES OF ASSOCIATION.
Know all Men by these Presents : That we, all of lawful
age, hereby agree to and with each other :
1. To associate ourselves together for the purpose of constituting a corporation
494
FORMS AND PRECEDENTS
under and by virtue of the powers conferred bv Chapter 176 of the General Laws
ot the State of Rhode Island.
2. Said corporation shall be known by t he name of:
3. Said corporation is constituted for the purpose of engaging in business of:
4. Said corporation shall be located in :
5. The capital stock of said corporation shall be common stock in the amount
°f dollars, to be divided into shares of the par value of dollars,
and preferred stock in the amount of thousand dollars, to be divided into
shares of the par value of dollars each. (The advantages of the preferred
stock over the common, if any, must be set forth.)
In Testimony Whereof, we have hereunto set our hands and stated our resi-
dences this day of , A. D. 190 .
(Signatures and addresses.)
State of Rhode Island, County of , ss.
In the of in said County this day of ,
A. D. 190 , then personally appeared before me , each and all
known to me and known by me to be the parties executing the foregoing instrument,
and that they acknowledged the said instrument to be their free act and deed.
, Notary Public.
SOUTH CAROLINA.
DECLARATION AND PETITION FOR CHARTER.
State of South Carolina,
County of
To 'he Secretary of State of South Carolina:
The undersigned petitioners (insert names and residences), by this their declara-
tion would respectfully show ;
1st. That their names and residences arc as above given.
2nd. The name of the proposed corporation which they desire to form is:
3rd. The place at which it proposes to have its principal place of business, or
to be located, is:
4th. The general nature of the business which it proposes to do is:
5th. The amount of I lie capital stock to be dollars payable:
0th. The number of shares into which the capital stoek is to be divided is
of the par value of dollars each.
7th. (Any otln-r matters which may be advisable to set forth.)
Wherefore your petitioner-- praj thai tin Secretary of State do [ague to them
a commission authorizing them to open books of Subscription to tin 1 capita
of the proposed corporation, after da_\s' public notice in the
newspaper published in the county of
And your petitioners will ever pray, etc.
(Signatures.)
Date.
Return of Corporators. (South Caboltjta.)
Slate of Sotitd Carolina, )
Count )
To the Secretary of B ' 08 :
Whereas^ did on file in the offlc iry of
if South Carolina a written declaration, signed bv themselves, setting forth :
1st. The names and residences q| the petitioners to be, &l above given,
2nd. The name of the proposed Corporation to bo with principal
L95
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
plaoe of business a1 . ami the nature of the business it proposes
tO do.
3rd. The amount of the capital stock to be dollars and the number
of shares into which the same is to be divided to be , of the par value
of dollars each ; and
Whereas, the above named petitioners were appointed by you a Board of Corpo-
rators, the undersigned, being a majority thereof, respectfully certify :
1st. That all the requirements of an Act entitled "An Act to provide for the
formation of certain corporations and to define the powers thereof" approved the
9th day of March. A. D. L896, and all amendments thereto, have been duly and
fully complied with, tifty per nut of the aggregate amount, of the capital stock
having been subscribed by buna fide subscribers.
2nd. That, pursuant to notice published as required, a meeting was held on
, at which a majority of all stock in value, being present, in person or
by proxy, the following were elected Directors :
3rd/ That subsequently there was elected as President, ; as Vice-
President, ; as Secretary and Treasurer
4th. That over twenty per cent of the aggregate capital stock has been paid to
said Treasurer.
Wherefore, your petitioners pray that a charter be issued in the name and for the
purposes indicated in their written declaration.
(Signatures.)
SOUTH DAKOTA.
ARTICLES OF INCORPORATION
OF
Know all Men by these Presents: That we, the undersigned, ,
for ourselves, our associates and successors, have associated ourselves together for
the purpose of forming a corporation under and by virtue of the statutes and laws of
the State of South Dakota, and we do hereby certify and declare as follows, viz.
First.
The name of the corporation shall be
Second.
The purposes for which this corporation is formed
Third.
The place where the principal business of this corporation shall be transacted
is in the City of , South Dakota ; but it may have a business office without
this State, at the City of , State of , and any meetings of incorporators,
stockholders, or directors of this company may be held at either of said offices or
places of business ; and the books of this corporation may be kept at either of said
offices or places of business ; and any incorporator or stockholder of said company
entitled to be present and to vote at said meeting may be represented by proxy.
The domiciliary office of this corporation shall be at the office of
in the aforesaid City of , South Dakota.
Fourth.
The term for which this corporation shall exist shall be twenty (20) years,
with such right of renewal for other and simdar periods as may now or hereafter
be permitted under the laws of South Dakota.
496
FORMS AND PRECEDENTS.
Fifth.
The number of Directors of this corporation shall be , and each
Director shall hold at least one share of stock. The names and residences of the
Directors who are to serve until their successors are elected are as follows :
Names. Residences.
Sixth.
The amount of capital stock of this corporation shall be and is dollars
($ ), divided into shares of the par value of dollars each.
In Testimony Whereof, We have hereunto set our hands this day of ,
190 .
(Signatures.)
State of \
County of \ ss -
Be It Remembered, That on this day of , A. D. 190 , before
the undersigned, personally appeared the above named
well and personally known to me to be the same persons described in, and who exe-
cuted the foregoing instrument, and severally duly acknowledged to me that they
executed the same.
In Witness Whereof I have hereunto set my hand and affixed my official seal at
said county, the day and year last above written.
, Notary Public.
State of >
County of \ bS -
and , being duly sworn, each for himself deposes and says*
That he is one of the persons described in, and who signed the foregoing Artii
Incorporation as an incorporator therein; that he has read the said articles and
knows the contents thereof; that the incorporators intended in good faith to form a
corporation for the purpose of a lawful business as set forth in said articles, and
not for the purpose or enabling any corporations toavoid the provisions of sections
770 to 781 inclusive of the Revised Penal Code of L903 of the State of South
Dakota relating to unlawful trusts and combinations, and laws amendatory thereto.
Subscribed and sworn to before me this day of . A. D. 190
' iblic.
STATE OF TENNESSEE (ORDINARY FORM
PRESCRIBED BY STATUTE
CHARTER OF INCORPORATION.
Be 1/ Known, Thai by virtue of the general laws of the laud (here insert n
of incoi i are herebj constituted a bodj politic and i . bj the name
and Btyle of for tbe purpose of
The capital stuck of said corporation shall be doll
The general powers of said corporation at I i ic and be sued by thi
p. irate name; to have and i mon seal, wbicb it may alter al plea u
no common seal, then the signature of the name of the corporation bj anv du
thorized officer shall be legal and binding; to purchase and bold or receive b
32 197
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
in addition to the personal property owned by said corporation, any real estate
necessary for the transaction of the corporate business, and also to purchase or
accept any veal estate in payment or part paymenl of any debt due to the corpora-
tion, and sell realty for corporation purposes ; to establish by-laws and make all rules
and regulations, nol inconsistent with the laws and Constitution, deemed expedient
for the management of corporate affairs, and to appoint such subordinate officers
and agents in addition to a President, Secretary, or Treasurer, as the business of
the corporation may require, designate the name of the office, and fix the compensa-
tion of the officer.
The Following provisions and restrictions are coupled with said grant of powers :
\ failure to eled officers at the proper time does not dissolve the corporation, but
those in office hold until the election or appointment and qualification of their suc-
cessors. The term of all officers may be fixed by the by-laws of the corporation;
the same not, however, to exceed two years. The corporation may, by by-laws,
make regulations concerning the subscriptions for, or transfer of stock; fix upon
the amount of capital to be invested in the enterprise; the division of the same into
shares; the time required for payment thereof by the subscribers for stock; the
amount to be called for at any one time, and in case of failure of any stockholder
to pay the amount thus subscribed by him at the, time and in the amounts thus
called, a right of action shall exist in the corporation to sue said defaulting stock-
holder for The same. The Board of Directors — which may consist of five or more
members, at the option of the corporation, to be elected cither in person or by
proxy, by a majority of the votes cast, each share representing one vote — shall
keep' a full and' true record of all their proceedings, and an annual statement of
receipts and disbursements shall be copied on the minutes, subject at all times to
the inspection of any stockholder. The books of the corporation shall show the
original or subsequent stockholders, their respective interests, the amount which
has been paid on the shares subscribed, the transfer of stock, by and to whom
made ; also other transactions in which it is presumed a stockholder or creditor
may have an interest.
'The amount of any unpaid stock due from a subscriber to the corporation shall
be a fund for the payment of any debts due from the corporation, nor shall the
transfer of stock by any subscriber relieve him from payment unless his transferee
has paid up all or any of the balance due on said original subscription.
By no implication or construction shall the corporation be deemed to possess
any powers except those hereby expressly given or necessarily implied from the
nature of the business for which the charter is granted, and by no inference what-
ever shall said corporation possess the power to discount notes or bills, deal in gold
or silver coin, issue any evidence of debts as currency, or engage in any business
outside the purpose of the charter.
The right is reserved to repeal, annul, or modify this charter. If it is repealed,
or if the amendments proposed, being not merely auxiliary but fundamental, are re-
jected bv a vote representing more than half of the stock, the corporation shall
continue to exist for the purpose of winding up its affairs, but not to enter upon any
new business. If the amendments or modifications being fundamental are accepted
by the corporation as aforesaid, in a general meeting to be called for that purpose,
any minor, married woman, or other person under disability, or any stockholder not
■eing to the acceptance of the modification, shall cease to be a stockholder, and
the corporation shall be liable to pay said withdrawing stockholders the par value of
their stock, if it is worth so much; if not, then so much as may be its real value in
the market on the day of the withdrawal of said stockholders as aforesaid; Provided,
That the claims of all creditors are to be paid in preference to said withdrawing
kholders.
A majority of the Board of Directors shall constitute a quorum and shall till all
vacancies until the next election. The first Board of Directors shall consist of the
five or more corporators who shall apply for and obtain the charter.
The said corporation may have the right to borrow money and issue notes or
bonds upon the faith of the corporate property, and also to execute a mortgage or
mortgages as further security for repayment of money thus borrowed.
408
FORMS AND PRECEDENTS.
Said corporation shall have the power to raise, buy, sell, and deal in agricultural
products, operate flouring and other mills, and deal in merchandise.
Annually, during the mouth of January, the President shall make and publish
in a newspaper printed in the county where the principal office of business is located,
or if no newspaper is printed in that county, then in an adjoining, or the nearest
county where a newspaper is printed, a sworn statement, showing the amount of the
capital stock and existing liabilities, and a list of the names of the stockholdi
Nothing but cash shall be taken in payment of any part of the capital stock, or
land at a fair cash valuation, or patents to the amount of their value, as agreed on by
the subscriber and the corporation, ami no loan of moil v shall at any time he made
to any stockholder thereof, and any sucli loan shall render the Directors consenting
thereto individually liable for the amount thereof; this ability to extend in favor of
innocent stockholders as well as creditors.
The making of a false statement, to be printed as aforesaid, shall render all per-
sons assenting thereto individually liable to all persons dealing or trading with said
Company upou the faith of said fraudulent statement.
If the indebtedness of said Company shall at any time exceed the capital stock
paid in, the Directors assenting thereto shall be individually liable to the creditors
for said excess. The stockholders are jointly and severally liable individually at all
times, for all moneys due and owing to the laborers, servants, clerks, and operatives
of the Company in case the corporation becomes insolvent.
If the Directors declare and pay any dividend when the Company is insolvent,
on which declaration of a dividend would diminish the amount of the capital stock,
they shall be jointly and severally liable to creditors for the amount of dividends
thus declared. Any Director may avoid liability by voting againsl the dividend, or
by filing Ins objections in writing as soon as he ascertains a dividend has been made.
We, the undersigned, apply to the State of Tennessee, by virtue of the laws of
the land, for a Charter of Incorporation for the purposes and with the powers, etc.,
declared in the foregoing instrument.
Witness our hands, this day of , 190 .
TEXAS.
CHARTER OF .
State of Texas,
County of
• all Men by these Presents, That we, and , all of said
County, do herein- associate ourselves together as a private corporation
UI11 l rr and I. >f the laws of the Stale of Texas, and do hereby adopt the
following
ARTICLES OK [ncobfobation.
1. The name of said corporation shall be:
2. The object and purpose lor which said corporation is formed is i
;$ The principal office and place of business of said corporation shall be in the
City of , ( '"""' I
| - lc aporation shall ex. si for I lie period ot \< 11
5. The number of its directora sbal . and and
County, Texas, • hall be its directors lor the Brs1 year.
poration shall be dollars, divided into
Bflof dollars each.
In Wittiest Whereof, we have her, u I our names thia the day
of
t99
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
State of Texas, )
Count] of )
Before , a notary public in and for said County, on
this daj personally appeared , and , each known
to me to be the person whose names are subscribed to the foregoing instrument, and
severalty acknowledged to me that they executed the same for the purposes and
consideration therein expressed.
Given under my hand and seal of office this the day of , A. D. 19
, Notary Public,
County, Texas.
State of Texas, )
County of )
I, , of County, Texas, upon oath do hereby state that
fifty per cent of the authorized capital stock of said , amounting to
dollars, has been subscribed, and ten per cent of such authorized capital stock,
amounting to dollars, has been paid in.
Sworn to aud subscribed before me by , this the day of, A. D. 19 .
, Notary Public,
County, Texas.
UTAH.
ARTICLES OF INCORPORATION
OF
This Agreement made and entered into by and between , all of
, State of Utah, Witnesseth :
That the parties are desirous of forming a corporation under the laws of the
State of Utah for the purposes and on the terms hereinafter stated:
Article One.
Said corporation shall be called and known by the name of , and is
organized at
Article Two.
Said corporation shall exist and continue for a term of fifty years unless sooner
dissolved or disincorporated according to law.
Article Three.
The object, business, and pursuit of said corporation shall be to :
Article Four.
The place of the general office and business of said corporation shall be at
, State of Utah.
Article Five.
The amount of the capital stock of said corporation shall be shares of
the face or par value of dollars each.
Article Six.
The amount of the capital stock subscribed by each of the incorporators above
named, parties to this agreement, is as follows, that is to say :
500
FORMS AND PRECEDENTS.
Article Seven.
The officers of said corporation shall be :
Article Eight.
To be eligible to an office in this corporation the person must be the owner, as
shown by the books of the corporation, of at least one share of the capital stock
thereof, and the President and Treasurer must be directors of said corDorat inu-
tile °-
may
Secretary may or may not be a director of said corporation, and if a director
be joined with the office of Treasurer.
Article Nine.
The following named persons, parties hereto, shall be directors of said corpora-
tion until the next annual meeting of the stockholders thereof, as hereinafter pro-
vided, namely: . And the said shall be President, said
shall be Secretary and Treasurer, and until their successors shall be duly
elected and qualified. Any vacancy caused by the resignation, death, or removal of
either or any of the said directors or officers, may be filled by the Board of Directors.
Article Ten.
The term of office of the officers of said corporation after the first annual meet-
ing, shall be , and until their successors shall be duly elected and shall
have duly qualified.
Article Eleven.
The annual stockholders' meeting of said corporation for the election of officers
and for the transaction of any such other business as shall lawfully come before it,
shall be held on the in each year, at , Utah, and representation
of a majority of the capital stock of said corporation shall be necessary to legally
hold said meeting, and all stockholders' meetings of said corporation shall be
either general or special. The officers of said corporation, at such meetings, shall
be elected and declared to be elected to said offices respectively. Eacn stock-
bolder Bhall be entitled to as many votes as lie holds of said capital stock.
Stock representation, by prow, duly appointed, shall be allowed at all meetings of
said corporation, either general or special. No public notice shall he required "f
the holding of the annual stockholders' meetings. Special meetings of the stock-
holders may be called by the President or by any directors, and notice
thereof shall be sufficient it personally served on each stockholder, or by lett< i
paid, addressed to him at his place of residence.
Artirlr Twelve.
members of the Board of Directors shall constitute a quorum to
transact business of the- corporation
Article Thirteen.
The private property of the stockholders of the corporation shall not be liable
for the debts of the corporation.
./ Hole Fourteen.
Any director or offii I corporation may be rem< ckholders'
meeting, general or special] by rote of two-thuds of the capital stock of tl
poration, and any officer or director may resign bj Ming a written m with
the S< cr< tarj of the coi poi I
501
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Article Fifteen.
The capital stock of said corporation subscribed by is fully paid by
the conveyance to said corporation by of the . (For all cor-
S orations but mining and irrigation companies there must be inserted here a full
escription of the property conveyed having a fair cash value equal to the par value
of the stock for which it is transferred.)
Article Sixteen.
It shall be the duty of the Board of Directors to elect a manager who shall have
the general supervision and management of the business of said corporation.
In Witness Whereof, said parties have hereunto set their hands and seals the day
and year first above written.
State of Utah,
County of
, being each severally duly sworn, on oath do depose and
say that they have commenced to carry on, and it is their bona fide intention to
carry on, the business mentioned in the foregoing agreement and Articles of
Incorporation, and affiants verily believe that each party to said agreement has
paid and is able to and will pay the amount of stock subscribed for by him, and
that ten per cent of the capital stock and ten per cent of the stock subscribed by each
stockholder has been paid in.
Subscribed in my presence and sworn to before me this day of ,
190 .
(In the case of all but mining and irrigation companies the following affidavit
must be made.)
State of Utah, ) gg
County of \
, , and , being each severally sworn, on oath
deposes and says that he has examined and appraised the conveyed by
to the corporation by' these articles formed, in full payment of their
capital stock, and they do each hereby on their oath say that the said property so
conveyed to said corporation is reasonably worth the sum of dollars, and
that said sum of dollars is a fair cash market value of said property.
Subscribed in my presence and sworn to before me this
day of , 190 .
VERMONT.
ARTICLES OF ASSOCIATION
OF THE
We, the subscribers, hereby associate ourselves together as a corporation under
the laws of the State of Vermont, to be known by the name of , for
the purpose of at , in the County of , in the
State of Vermont, with a capital stock of dollars, divided into
shares of dollars each.
Dated at , in the County of , this day of , A. D.
190 .
Subscribers. Post-Office Address.
502
FORMS AND PRECEDENTS.
VIRGINIA.
CERTIFICATE OF INCORPORATION
OF
(Corporation or Incorporated).
This is to certify that we do hereby associate ourselves to establish a corpora-
tion under and by virtue of the provisions of an Act of the General Assembly of
the State of Virginia, entitled "An Act. Concerning Corporal inns," which became
a law on the 21st day of May, 1903, for the purposes and under the corporate
name hereinafter mentioned, and to that end we do by this our certificate set forth
as follows :
First. The name of the company shall be the Corporation (or
incorporated).
Second. The principal office of the company within the State shall be Lot
at
Third. The purposes for which this company is organized are :
Fourth. The capital stock of the company shall not be less than dollars,
nor more than dollars to be divided into shares of the par value
of dollars each. (If preferred stock is desired, a statement of the amount
thereof, together with the terms on which it is created must be set forth.)
Fifth. The existence of this company shall be perpetual.
Sixth. The names and residences of the officers and Directors who shall
manage the alfairs of the company for the first year are as follows :
Name. Residence.
, President.
, Secretary.
, Treastt
, Director.
Seventh. The amount of real estate to be held by the company shall not e
acres of land at any one time.
Eighth. The following provisions for the regulation of the business and the
conduct of the affairs of the company arc hereby established:
In Witness Whereof, we have hereunto set our hands and seals this
davof , 190 .
(L.8.)
I I
State of ,
Counl ,
I, , a Notary Pnblic in and for the aforesaid in
ite of , do hereby certify thai , whose names an
I to the writing above bearing date the daj , and have
owledged the same before me in nn county and 8 lid.
Given under my hand this OB] , 1 '■'" ■
, Notary Pul s,
VlBOlHIA.
In the Circuit ( County.
The foregoing certificate for incorporation of the was presented
to me Ige of the rl of . in term
503
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
time (or vacation) and having been examined by me T now certify that the said
certificate for incorporation is, in my opinion, signed and acknowledged in accord-
ance with an Act of the General Assembly of Virginia entitled " An Act Concerning
Corporations*"
Given under my hand this day of , 190 .
WASHINGTON.
ARTICLES OF INCORPORATION
OF THE
Company.
This is to certify that we, citizens of and residents
of the of , in the County of and State of ,
being desirous of forming a corporation pursuant to and in conformity with the
laws of the State of Washington, do hereby make and subscribe and acknowledge
in triplicate the following articles of incorporation:
Article First- The corporate name of this Company shall be :
Article Second. The object for which the said corporation is formed is as
follows :
Article Third. The capital stock of this corporation shall be dollars,
which shall be divided into shares of dollars each.
Article Fourth. The time of existence of this Company shall be fifty years,
commencing from the date of these articles.
Article Fifth. The trustees of this corporation shall be (not less than two) in
number, and the names and residences of those who are to manage the concerns of
this Company for the first months (not less than two and not more than
six months) are :
Article Sixth. The principal place of business of this corporation shall be at the
City of in the County of and State of Washington.
Li Testimony Whereof, we have signed these articles in triplicate at said
of , on the day of , 190 .
(Signatures.)
State of Washington, 7
County of )
Be It Remembered, That on this day of , before me, the under-
signed, a Notary Public in and for the State of Washington, personally appeared
both (or all) personally known to me and known by me to be the
identical persons named and described in, and who executed, made, and subscribed
the foregoing articles of incorporation, and they did severally, each for himself and
not one for the other, acknowledge to me that they made and subscribed the fore-
going articles of incorporation freely and voluntarily and for the uses and purposes
ein mentioned.
/// Witness Whereof, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
(Signature.)
Notary Public in and for the State of Washington,
residing at in County, Washington
State of Washington, 7
County of \ " '
being duly and severally sworn, on oath severally say, each for himself,
and not one for the other, that he is one of the trustees whose name appears in the
Articles of Incorporation of the Company; that he will support the
Constitution of the United States of America, and the constitution and laws of
504
FORMS AND PRECEDENTS.
tli' State of Washington, and that he will faithfully perform the duties of trustee
of said Company to the best of his ability.
(Signatures.)
Subscribed and sworn to before me this day of , 190 .
(Signature.)
Notary Public in and for the State of Washington,
residing at in County, Washington.
"WEST VIRGINIA.
CERTIFICATE OF INCORPORATION.
I. We, the undersigned, agree to become a corporation by the name of
II. The principal place of business of said corporation shall be located at No.
, Street, in the City (2) town, village of in the count \ of
and State of . Its chief works will be located in (o)
(Insert number and name of street if in a city having street numbers: if not, strike out.
2. Erase the word city, town, or village as tbe case may be. 3. Give location of chief works
of, at same place as principal place of business; say, "The Chief Works will be located .'it
the same place." If the chief works are not in West Virginia, it is only necessary !<> Mate
t!n- name of the State or Territory in which they are located : if the chief work> anil prin-
cipal place of business are both in West Virginia, then it is necessary to .-tat.' the magisterial
District and County in which the chief works are located, thus, " in the District of ,
in the County of " , in the State of West Virginia," or, if the nature of the case
may require it, say "in the district of and County of . and else-
where in tbe State of West Virginia." If there be no chief works, say, "Said Corporation
will have no chief works.")
III. The objects and purposes for which this corporation is formed are as
IV. The amount of the total authorized capital stock of said corporation shall
be dollars, which shall lie divided into shares of the par
value of dollars each; of which authorized capital stock the amount
of dollars has been subscribed, ami the amount of dollars has
been paid.
V. The names and post-office addresses of all the incorporators, and the number
of shares of stock subscribed lor by each are as follow
Post-Office No. of Shares No. of Shares Total No. of
Names. (7) Addresses. (8) Common Stock. Preferred Stock. Shares. (9)
\ I. Tii coi poration is to expin
VII. (Here insert anv special provisions desired: and also number of acres of
land desired to hold in West Virginia, if such number be above ten thousand
a
( , .n under our hands this da\ , 190 .
(All the Incorporators musl siu r n here.)
f
County of i '
I , a Notary Public in and for the County and State aforesaid,
hereby certify that , whose d subscribed to the fore-
• date the day of . 190 ,thw day
dly appeared before me in illy acknowledged their
And I further certify that . two ofthc incorpora-
inied in aid agreement, made oath before me that the amount tl
to have been paid on the capital has be : faith paid m. for the purn I
|,„ .;,,,..,, f th( i tion, Without any intention or D
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
the same shall be withdrawn therefrom before the expiration or dissolution of this
Corporation.
Given under mj hand and official seal this day of , 190 .
, Notary Public.
(The following affidavit must be made by at least two of the incorporators named in
the agreement wherein it is stated that the "principal place of business" is located in West
Virginia, and for which it is proposed to pay the rate of annual license tax prescribed for
resident corporations.)
State of K s-
County of )
I, a Notary Public in and for the County and State aforesaid*
do hereby certify that and , two of the persons who
have executed the foregoing agreement, bearing date of the _ day of
, 190 , this day personally appeared before me in my said county, and
made oath that the statement in said agreement, to wit, "that the principal place
of business of said corporation shall be located at in the County
of and State of West Virginia" is true, and that said principal
place of business and chief works have oeen located as therein stated in good
faith, and not for the purpose of evading any law of the State of West Virginia, and
especially not for the purpose of avoiding the payment of the difference between the
amount 'of the annual license tax on the charters of corporations having their
principal place of business within the State of West Virginia, and those corpora-
tions having their principal place of business or chief works without said State ; and
that said corporation named in said agreement proposes in good faith to carry on its
business and to have its principal place of business and its chief works (if it have
such) within the State of West Virginia.
Given under my hand and official seal this day of , 190 .
, Notary Public.
(SEAX.)
WISCONSIN.
Know all Men by these Presents : That the undersigned, adult residents of
the State of Wisconsin, do hereby make, sign, and agree to the following
ARTICLES OF ORGANIZATION.
Article I. The undersigned have associated, and do hereby associate themselves
together for the purpose of forming a corporation under Chapter 86 of the Wiscon-
sin Statutes of 1898, and the acts amendatory thereof and supplementary thereto,
the business and purposes of which corporation shall be , which said
business is to be carried on within the State of , and especially within
the County of in said State.
Article II. The name of said corporation shall be . and its location
shall be in the , Wisconsin.
Article III. The capital stock of said corporation shall be , and the
same shall consist of shares, each of which said shares shall be of the
face or par value of dollars.
Article IV. The general officers of said corporation shall be a President, Vice-
President, Secretarv, and Treasurer, and the Board of Directors shall
cousist of stockholders. (Provision may be here made for dividing the
directors into three classes if desired.)
Article V. The principal duties of the President shall be to preside at all meet-
ings of the Board of Directors, and to have a general supervision of the
affairs of the corporation.
The principal duties of the Vice-President shall be to discharge the duties of the
President in the event of the absence or disability, for any cause whatever, ot the
latter.
The principal duties of the Secretary shall be to countersign all deeds, leases,
506
FORMS AND PRECEDENTS.
and conveyances executed by the corporation, affix the seal of the corporation
thereto, and to such other papers as shall be required or directed to be sealed, and
to keep a record of the proceedings of the Board of Directors, and to safely and
systematically keep all books, papers, record-, and documents belonging to the
corporation, or in any wise pertaining to the business thereof.
The principal duties of the Treasurer shall be to keep and account for all mon-
eys, credits, and property, of any and every nature, of the corporation, which shall
come in bis hands, and keep an accurate account of all moneys received and dis-
bursed, and proper vouchers for moneys disbursed, and to render such accounts,
statements, and inventories of moneys received and disbursed, and of money and
property on hand, and generally of all matters pertaining to this office, as shall he
required by the Board of Directors.
The Board of Directors may provide for the appointment of such additional
officers as they may deem for the besl interests of the corporation.
Whenever the Board of Directors may so order, the offices of Secretary and
Treasurer may be held by the same person.
The said officers shall perform such additional or different duties as shall from
time to time be imposed or required by the Board of Directors, or as may be pre-
scribed from time to time by the By-Laws.
Article VI. Only persons holding stock according to the regulations of the
corporation shall be members of it.
Article VII These articles may be amended by resolution setting forth
amendment or amendments, adopted at, any meeting of the stockholders by a vote
of at least two-thirds of all the stock of said corporation then outstan
Article VIII. The existence of this corporation shall be years (or
perpetual). .
Article IX. (Any other provisions for the regulation ol the internal affairs ot the
corporation not inconsistent with law may be inserted.)
la Witness Whereof, we have hereunto set our hands, this day of
, A. D. 190 .
Signed in presence of
State of Wisconsin, 7 gs
County of )
Personally came before me this day of , \ D. 190 the
above named" , to me known to be the persons who executed the
foregoing instrument, and acknowledged the same.
, Notary Public, \\ ISCOnSlU.
of Wisconsin, )
County of )
ru „l .being each duly sworn, doth each for himself de-
pose and say that he is one of the original Bigners of the above declaration and art-
icles; thai the above and foregoing is a true, correct, and complete copj pi suon
original declaration and articles, and of the whole thereof. Subscribed and swum
to before me, this day of , A. D. 190 .
, .\ut<irt/ Vullic
WYOMING.
CERTIFICATE OF INCORPORATION
OF I ill
CmMMSY.
Know att. Mrv Bt Thi I "*'• ,! "' "' dtiseni of
the OnitedSI " ,| '" ""' "" 1 " s "
507
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
trial (or productive) interests of the country, do by these presents voluntarily asso-
ciate ourselves together for the purpose of forming a corporation, under the laws of
the State of W yomiug. -
Ami we herein certify :
First, That the corporate name of our said corporation is and shall be the
( impauy.
Stroud. That the object for which our said corporation or Company is formed
IS (here stale object, confining same to one general line or department).
Third. The capital stock of our said Company shall be dollars, to be
divided into shares of the par value of dollars each and non-
assessable. (If preferred stock is to be issued, provision therefor must be inserted
at this point.)
Fourth. The term of existence of our said Company shall be (not exceeding fifty
years), from and after the date of this certificate.
Fifth. The affairs and management of our said Company shall be under the
control of trustees (not less than three, nor more than nine), and
are hereby selected and appointed to act, as such trustees, and to man-
age the affairs and concerns of our said Company for the first year of its existence,
and until their successors are elected and qualified according to law and the by-laws
of our said Company.
Sixth. The name of the town in which the operations of our said Company
shall be carried on is the City of , County of , and State of
. (If the Company is formed for the purpose of carrying on any part
of its business in any place outside of the State, add : " and the -said business is also
formed for the purpose of carrying on part of its business outside of the State of
Wyoming, to wit, in the City of , County of , and State of ,
and elsewhere in the United States as the trustees of our said Company may by res-
olution or otherwise direct " ), but the name of the town and county in which the
principal part of the business within the State of Wyoming is to be transacted is
the City of , in the said County of , at which place its principal
office and place of business shall be located.
Seventh. All suits against our said Company shall be commenced in the said
County of
In. Witness Whereof, we have executed this certificate in duplicate this
day of , A. I).' 19 .
If the adoption of by-laws is to be delegated to the trustees, the following clause
should be inserted : The trustees of our said Company shall have the exclusive power
to make such prudential by-laws as they may deem proper for the management and
disposition of the stock and business affairs of our said Company, not inconsistent
with the laws of the State, prescribing the duties of officers, artificers and servants
that may be employed, for the appointment of all officers, and for carrying on all
kinds of business within the objects and purposes of our said Company.
(l. s.)
(l. s.)
(l. s.)
Witnesses :
ss.
State of Wyoming,
County of
I, , a Notary Public in and for the said County and State, do
hereby certify that , who are personally known to me to be the same
persons whose names are subscribed to the foregoing instrument, appeared before
me this day in person, and each separately acknowledged that he signed, sealed, and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.
My commission expires
Given under my hand and notarial seal this day of , A. D. 190 .
, Notary Public.
508
FORMS AND PRECEDENTS.
GENERAL OBJECT CLAUSES.
GENERAL TRADING CLAUSE.
To manufacture, export, import, buy, sell, and generally deal in goods, wares,
merchandise, and property of every class and description.
GENERAL PURCHASING CLAUSE.
To purchase, lease, or otherwise acquire all kinds of personal property which the
corporation may deem necessary or convenient for the purposes of its business.
REAL ESTATE CLAUSE.
To purchase, lease, or otherwise acquire real estate, improved or unimproved,
without limit as to amount, in any State or Territory of the United States or foreign
country.
PATENT AND TRADE MARK CLAUSE.
To apply for, acquire, buy, sell, assign, lease, pledge, mortgage, orotherwise dis-
pose of letters patent of the United States or of any foreign country, and all or any
rights, territorial or otherwise, thereunder. To apply for, acquire, hold, sell, assign,
lease, mortgage, or otherwise dispose of patent rights, licenses, privileges, inven-
tions, trade marks, trade names, and pending applications therefor, relating to or
useful in connection with any business of the corporation. To use, manufacture,
or grant licenses under any letters patent owned or controlled by the company,
and to expend money in experimenting upon and testing the validity or value of any
patent rights the company may acquire or proposes to acquire.
ACQULRING AN ESTABLISHED BUSINESS.
To acquire by purchase or otherwise property, real or personal, and the good
will, rights, and assets of all kinds under such terms and conditions as may lie
deemed advisable, of any person, firm, or corporation, and to pay for the same
in cash, stock, — common or preferred, — bonds, or other securities of the
corporation.
HOLDING STOCK IN OTHER CORPORATIONS.
I subscribe for, purchase, or otherwise acquire, and hold with the same rights
of ownership therein as may be permitted to natural persons, the shares, bonds,
and. obligations of any corporation organized under the laws of anj Stal . I rritory,
district, or colony of the United Slates or of any foreign country.
CONDUCTING BUSINESS IN OTHBB ST VI
To conduct its business in all its branches, ami to have one nr more business
offices, and without restriction to contract, buy, sell, lease, mortgage, and •
such real and personal property in any of the states. Territories, di colonial
; 01 the United Slates ami I countries as shall from lime to
time be found necessary and convenient hu- tie- purposes ol the company's
l>ll M liesS.
ACQUISITION OP OOMPANTS OWN stock.
The corporation may donate any or all of it, turplu "r accumulated
prolits to the purchase or acquisition of its own capital stock from ti to |
its board of director! Bhall determine, ami such capital stock so purchased mayi if
509
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
the directors so determine, be deposited in the treasury of the company as treasury
stock, to be thereafter disposed of as such treasury stock for the purpose of procur-
ing working capital for the company.
BOND CLAUSE.
To issue bonds to any amount authorized by law for the purpose of securing
fmuls for corporate purposes, and to secure the payment of the same by mortgage
or deed of trust upon the whole or any part of the real and personal property of the
company at any time held by it.
AUTHORIZING THE ISSUANCE OF PROMOTION STOCK.
To remunerate any person, firm, or corporation for services rendered or to be
rendered in selling, pledging, or guaranteeing the disposal of any of the shares of
the capital stock of the company, or of any bonds or other securities of the company
that may from time to time be issued.
POWER TO DISPOSE OF ALL CORPORATE PROPERTY.
The board of directors shall have the power and authority to sell, assign, mort-
gage, convey, or otherwise dispose of all the property and assets of the corporation
on such terms and conditions as they shall prescribe whether for cash or property or
stock and bonds in other corporations.
CLAUSES REGULATING BUSINESS.
CLASSIFICATION OF DIRECTORS.
The directors shall be divided as equally as possible into classes, to be known
as directors of the first, second, third classes, etc. The terms of office of director of
the first class shall expire on the first Monday of , 190 , and the second class
on the first Monday of , 190 , etc.
FORM FOR CLASSIFICATION OF DIRECTORS.
The members of the board of directors shall be classified with respect to their
length of term of office, by dividing them into classes, each consisting of
of the whole number of the board of directors.
The directors of the first class shall be elected for a term of one year, and the
directors of the second class for a term of two years, and the directors of the third
class for a term of three years, etc.
At each annual election the successors of the class of directors whose terms shall
expire in that year, shall be elected to hold office for a term of years, so that
the term of office of one class shall expire each year.
POWER TO ADOPT AND ALTER BY-LAWS.
The board of directors shall have power without any action on the part of the
stockholders to make, alter, amend, or repeal by-laws for the corporation.
AUTHORITY TO ISSUE BONDS.
The directors and officers of the company arc authorized to make and issue
mortgage bonds at such times and in such amounts as to them shall be deemed
advisable. ^._
EXECUTIVE COMMITTEE.
The board of directors may, by means of a resolution adopted by a majority of the
whole board at a meeting duly called for that purpose, designate directors
510
FORMS AND PRECEDENTS.
to constitute an executive committee, which committee shall have and exercise all
the powers and rights of the full board of directors in the management of the
business and affairs of the corporation.
REMOVAL OF OFFICERS AND DIRECTORS.
Any officer or director, whether elected by the stockholders, or named in the
certificate of incorporation, or elected or appointed bv the board of directors, may
be removed at any time, by affirmative vote of a majority of the stockholders of the
corporation.
LIEN ON STOCK FOR INDEBTEDNESS OF THE COMPANY.
The corporation shall at all times have a first lien on all the shares of its
stockholders and on dividends declared thereon for any and all indebtedness of
such stockholders of the corporation.
EXAMINATION OF BOOKS BY STOCKHOLDERS.
Except where otherwise provided by law, the board of directors shall have the
power to determine under what conditions and regulations, and at what times
and places, the accounts and books of the corporation shall be opened to the in-
spection of stockholders.
CUMULATIVE VOTING.
The by-laws shall provide that at all elect ions of directors each stockholder
shall be entitled to cast as many votes as shall equal the number of shares of
held by him, multiplied by the number of directors to be elected, and thej shall
further provide that such stockholder shall have the righl if lie so desires to cast all
of such votes for a single director or distribute them among the number to be voted
for or any two of them as he may see lit.
HOLDING STOCKHOLDERS' MEETINGS WITHOUT THE
DOMICILIARY STATE.
To maintain an office without the State of (here name the domiciliary State), at
the city of , State of , and any meetings of incorporators, directors,
or stockholders of this company may In- held at either of said offices or places of
business, and the books of this corporation may be kepi at either of said offices or
places "t' business, and any incorporator or stockholder entitled to he present and
to vote at an\ organization or stockholders' meetings may he repn ad vote
at such meeting by proxy in writing.
PREFERRED STOCK CLAUSES.
PREFERRED STOCK CLAUSKS (Short Form).
The ock of the company shall consist uf shares of common
,f the i'o- valui per share, and shares of preferred stock
of the par value per share. The rights of
shall be Bet forth, and determined by the by-laws to be adopted bj tin- corporation
Such parts ol Said by-1 >'e '■» the rights
of prefi ball nol thereafter b ■ rinded
will,,, ui it, ! preferred stock holdi
PREFERRED STOCK OLATJ BBS (Lou : Form).
The holders of preferred stock sliall he entitled t o cumulative (or aon-cumuta*
tive) thereon at the rate of, bul not i per I I
.Ml
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
and every fiscal year of the company payable out of any and all surplus or net prof-
its annually (semi-annually or quarterly), and when declared by the board of
directors. In tbe event of dissolution or Liquidation of the corporation the holders
of the preferred stock shall he entitled to receive the par value of their preferred
shares oul of the asM'ts of the corporation before anything shall be paid thereon to
the holders of the common stock. The holders of preferred stock shall (not) be
entitled to (any) all voting powers in the corporation. The preferred stock shall
he subject to redemption at the option of the corporation at any time after the
day of , 190 , at the price of $ for each share, and the amount
of dividends cumulated and unpaid thereon at the date of redemption.
The holders of preferred stock shall have the right at any time to convert the same
into common stock of the corporation by presenting the same to the treasurer of
the corporation for cancellation, and shall then be entitled to receive forthwith an
amount of common stock equal to the par value of the preferred stock so tendered
for purooses of conversion into common stock.
PREFERRED STOCK CLAUSE (Long Form).
From time to time the preferred stock and the common stock may be increased
according to law, and may be issued in such amounts and proportions as shall be
determined by the Board of Directors, and as may be permitted by law.
The holders of the preferred stock shall be entitled to receive when and as de-
clared, from the surplus or net profits of the corporation, yearly dividends at
the rate of per centum per annum, and no more, payable quarterly on
dates to be fixed by tbe By-Laws. The dividends on the preferred stock shall be
cumulative, and shall be payable before auy dividends on tbe commou stock shall
be paid or set apart ; so that, if in any year dividends amounting to per
centum shall not have been paid thereon, the deficiency shall be payable before auy
dividends shall be paid upon or set apart for tbe common stock.
Whenever all cumulative dividends upon the preferred stock for all previous
years shall have been declared and shall bave become payable, and the accrued
quarterly instalments for the current year shall have been declared, and the Com-
pany shall have paid such cumulative dividends for previous years and sucli accrued
quarterly instalments, or shall have set aside from its surplus or net profits a sum
sufficient for the payment thereof, the Board of Directors may declare dividends on
tbe common stock, payable then or thereafter, out of any remaining surplus or net
profits.
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 tbe par amount of their shares and the unpaid dividends ac-
crued thereon, before any amount shall be paid to the holders of the common stock :
and after tbe payment to the holders of the preferred stock of its par value, and the
unpaid accrued dividends thereon, the remaining assets and funds shall be divided
and paid to the holders of the common stock pro rata according to their respective
shares.
COMPOSITE FORM OF MINUTES
For New York, New Jersey, South Dakota, Arizona, Nevada, West
Virginia, Delaware, District of Columbia, and other States.
(In District of Columbia in all cases use " Trustee " for " Director," and " District " for
"State.")
Minutes of Incorporators' Meeting.
Company.
1. Tbe first meeting of the corporation was held on tbe day of
190 , at o'clock in the noon, at the (principal or business)
office of the company, in the City of , State of , pursuant to
a written waiver of notice, signed by all the incorporators fixing said time and place.
512
FORMS AND PRECEDENTS.
2. The following incorporators were present in person
The following incorporators were represented by proxy ;
3. On motion duly made and seconded, Mr. was elected Chair-
man, and Mr. was appointed Secretary of the meeting.
4. The Chairman reported that the certificate of incorporation of the company
had been filed in the office of the Secretary of State of on the
day of 190 . The Secretary presented a copy of said certificate of incor-
poration, and on motion duly made and seconded, a copy thereof was ordered
spread upon the minutes :
(Insert copy of certificate of incorporation.)
(In the following States Section -i is omitted and sections referred to insi
in its place: Delaware. A; Arizona, A; New Jersey, A.)
5. The Secretary presented and read the waiver of notice of the mei
which was ordered spread upon the minutes:
(Insert waiver of notice.)
f>. The proxy (or proxies) above mentioned was (or were) presented and
ordered filed.
(Form of proxy same in all States. Sec Appendix.)
7. Messrs. and were appointed inspectors of election,
and the oath was duly administered to them.
(All States except New York, South Dakota, and District of Columbia. In the
two latter provision as to inspei ted.)
8. The Secretary presented a form of by-laws for the regulation of the affairs
of the Company, which weri' read article by article and unanimously adopted, and a
copy thereof ordered spread upon the mini
(Insert by-laws.)
9. The Secretary presented the following transfers of subscription, to take
effect when accepted by the company.
Transferror. Transfer No. of Shares.
(Form of transfer same for all States. See Append
(Nol oecessan in States when Lors need aol be subscribers to stock ;
for example, South Dakota, Arizona, and Distrid i bia.)
, said transfers were accepted in behalf of
the company.
L0. (New York, 8outh Dakota, and Districl of Columbia.) Od motion duly
made and seconded, il
// olved, thai the Board of Dirt imed in the Article- of [ncorpoi
be and they hereby are elected members of the Board of Directors for the ensuing
and until their successors are elected and qualify:
(Poi D Delaware B; for Arizona Bee Arizona B; for New 2
U". I Virginia, and ' e New Jei i • B.)
1 1. On motion duly made and seconded, il
/,■ 'ved, thai in compliance with the la i and
incorporation of the company, the principal | I office oi the
compai bi i ind maintained al the office ol thi
Company (and thai a Bign with the -
I i be it further
( Note \. tn» rl -
(The following In erted i '■ ,audWi
/,■ /, thai l»- and be berebj is appointed the agenl ol tnu
513
[INCORPORATION AND ORGANIZATION OF CORPORATIONS.
company in charge of said ofBce and npon whom process against this company
m;iv be served ; and be it further
>ed, that the President and Secretary be and they hereby arc author-
ized to sigu and seal with the company's sea] a certificate of authorization to said
[ncorporating Company in the form presented ai this meeting.
L2. I pon motion duly made and seconded, and by the affirmative vote of all
present, it was .
Resolv d, that the Hoard of Directors be and they hereby are authorized and
directed to issue shares of the capital stock of this company to the full amount
authorized by the certificate of incorporation, in such amounts from time to time as
may be determined by the Board and as may be permitted by law, and in their
discretion to accept in full or part payment of any share or shares such property as
the Hoard may determine shall be 'necessary for the business of the company.
L3. (The following clause is inserted where stock is made full paid by issuance
of stock for property or patent rights. This form is applicable to all States.)
Upon motion duly made and seconded, and by the affirmative vote of all pres-
ent, the following preambles and resolution were unanimously adopted:
Whereas, has offered to assign to this company the following
described property (if property, give description sufficient to identify the same ; if
patent rights, give number of patent, date of issue and name and description of
article patented), all in consideration of the issuance of stock of this company to
the amount of dollars; and
Whereas, it appears to the stockholders that such property (patent rights, etc.)
is necessary for the business of the company, and that the same is of the value
of dollars; Now, therefore, be it
Resolved, that the Board of Directors be and they hereby are authorized in
their discretion, to purchase the property (patent rights, etc.), above mentioned,
for the said price and to issue said stock in payment thereof.
14. Upon motion duly made and seconded, and by the affirmative vote of all
present, the following preambles and resolution were adopted:
Whereas, it has been agreed between each of the incorporators and
(name of transferror), that the stock to be issued in payment of the property
authorized to be purchased by the resolution set forth above shall include the stock
subscribed by the incorporators : Now, therefore, be it
Resolved, thai the Board of Directors be and they hereby are authorized and
directed to accept said property (patent rights, etc. )as full payment of the subscrip-
tion for stock of the incorporators, and to issue full-paid stock to the incorpora-
tors or their assigns to the amount of their respective subscriptions.
(This section is omitted where the incorporators are not subscribers to the
stock.)
No further business was presented, and on motion the meeting adjourned.
, Secretary.
Approved :
, Chairman.
(Delaware A.) The Chairman reported that the certificate of incorporation of
the company was filed on the day of 190 , at
o clock in the noon in the office of the Secretary of State, and a certi-
fied copy thereof recorded in the office of the Recorder of Deeds for the County
of NewCastle, on the day of 190 , in Certificate of Incorpo-
ration Records, vol. page , etc., and presented a copy of said certificate
of incorporation, which was, on motion duly made and seconded, ordered spread
upon the minutes :
(Delaware B.) On motion duly made and seconded, it was
//, olved, thai the incorporators proceed to the election of Directors. The polls
were thereupon opened, and remained open until all the incorporators had voted.
The polls thereupon being closed, the vote was canvassed, and the Chairman re-
514
FORMS AND PRECEDENTS.
ported that the following named persons were unanimously elected Directors
votes representing shares having been cast for each of said
persons, to wit :
Name. Number of Votes.
The Secretary reported that all the newly elected Directors were subscribers to
at hast three shares of stock of the company and therefore eligible to nomination
and election as Directors.
(Arizona A.) The Chairman reported that the certificate of incorporation of
the company was filed in the office of the County Recorder of Maricopa County,
Territory of Arizona, on the day of 190 , and a certified copy tl
filed in the office of the Territorial Auditor on the dav of ' 190 ,
and presented a copy of said certificate of incorporation. On motion duly made
and seconded, a copy thereof was ordered spread upon the minutes :
(Arizona B.) M< ss were nominated for directors of the
company to hold office tor the ensuing year. No other nominations having
had. the polls were duly opened, and ballot having been duly had, and all the stock-
3 having voted, the [tolls were declared closed, and the Chairman announced
that the foregoing gentlemen had been duly elected Directors of the company.
(New Jersey A.) The Chairman reported that the certificate of incorporation
of the company was recorded in the office of the Clerk of County, on
the day of 190 , and was filed on the day of ,
190 , in the office of the Secretary of State, and presented a copy of said certificate
of incorporation, which was, on motion duly made and seconded, ordered filed, and
a copy thereof ordered spread upon the minute- :
(New Jersey B.) Messrs. were nominated for Directors of the
company, to hold office for the ensuing year. No other nominations having
made, the polls were duly opened, and ballot having been duly had. and all the
stockholders having voted, the polls were declared closed, and the inspectors pre-
sented their certificate showing that the aforesaid gentlemen had been duly elected
Directors of the company.
APPENDIX.
Waiver of Notice of Meeting of Incorporators.
We, (lie undersigned, incorporators of the I impany, a corporation
r the laws of the State of , hereby waive notice of the time, place,
and purpose of the first meeting of the corporation, and fix the daj of
190 , at o'clock in the noon, as the time, and the office of the
company in the City of as the place of said meeting.
And we do hereby waive- all requirements of the statuti
of this meeting and publication thereof; and consent to the transact
sucli business as mav come before said meetu
Dated 190 .
ST. Mi r i r.o OP [»( ORPOEATOE8.
The undersigned (N • \ - a '■■''< cr l "- r to shares of stock of ihr*
i stock of Company) hereby appoiuta aa |
with full power of substitution and revocation to vote fur and on behalf ol the
undersigned at the first meeting of the corporation to be held , .
and at any adjournment thereof.
[uire compa • with a
fixed amount, I'ait A cm I, vi/.olia,
and District of Columbia.)
// Unest my hand and , 190
In presence of
;, 1 5
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
Tkwmik of Subscription.
The undersigned, for good and valuable considerations received, has sold, as-
signed, transferred, and sot over, and bj these presents does sell, assign* transfer,
and set over unto the right, title, and interest of the undersigned as a
subscriber to and an incorporator of the Company, to the extent of
of the capital stock thereof, and hereby requests and directs the said com-
pan) in issue the certificate for said share to the aforesaid transferee or his nominee
or assigns.
This transfer to take effect upon the acceptance thereof by the company, the
undersigned meanwhile retaining the right to vote upon said shares.
/// Witness Whereof, I have hereunto set my hand and seal this day
of , 190 .
"Witness :
Inspectors' Oath and Certificate.
State of 1 sg>
County of >
and being severally sworn, upon their respective oaths
do promise and swear that they will faithfully, honestly, and impartially perform the
duties of inspectors of election, to be held this day for Directors of the
Company, and a true report made of the same.
Subscribed and sworn to before
me this day of , 190 .
Notary Public.
The undersigned, inspectors of election, report that having taken an oath im-
partially to conduct the election of directors of the above-named company, we did
receive'the votes of the stockholders by ballot, and that the following persons
received the number of votes set opposite their respective names, to wit :
For Directors. Number of Votes.
Dated » Inspectors.
MINUTES OF THE FIRST MEETING OF DIRECTORS.
1. The first meeting of the board of directors of Company was held at
the office of the company in the City of , State of , on the
day of , 190 , at o'clock in the noon.
2. Present : Messrs. constituting a majority of the board
of directors.
3. Mr. was chosen temporary chairman, and Mr. was
appointed temporary secretary of the meeting.
4. The secretary presented and read a waiver of notice of the meeting, signed
by all the directors, and same was ordered spread upon the minutes :
(For form of waiver, see Appendix. Same in all States.)
5. (Insert following clause for New York only :)
Messrs. and were appointed inspectors of election for the
ensuing year.
6. The minutes of the first meeting of incorporators were read.
7. The following gentlemen were unanimously elected officers of the company
to serve for one year and until their successors are elected and qualify :
President,
Vice-President,
Second Vice-President,
Third Vice-President,
Secretary,
Treasurer,
Coun r s a e\ ManaSer ' } (if desired >-
516 '
FORMS AND PRECEDENTS.
8. (Insert for New Jersey, Nevada, and Delaware.)
It was ordered that the secretary take the oath of office and subscribe the writ-
ten oath in the form presented at this meeting. Tin- secretary thereupon took and
subscribed the oath, and entered upon the discharge of his duties.
(For form of oath, see Appendix.)
9. It was ordered that the treasurer y-ive a bond in the sum of dollars in
the form presented at this meeting, to be approved by the board, and submitted
to them for their approval as to the sufficiency of the surety. The treasurer there-
upon presented his bond, signed by himself as principal and as surely, and
same was approved and ordered filed.
(By-laws generally make the giving of a bond al discretion of board.)
10. (Where director resigns, use the following form for acceptance of re
tion and election of his successor :)
The secretary presented the resignation of as director of the company,
and on motion duly made and seconded, same was accepted and ordered filed.
Mr. was thereupon duly elected a director of the company to till the
vacancy caused by the resignation of Mr.
(For form of resignation, see Appendix. Same in all States.)
11. Upon motion duly made and seconded, it was
Resolved, that the seal presented at this meeting, an impression of which is
,~ ... directed to be made in the margin of the minute-book, be and the same
- ' hereby is adopted as the seal of the corporation.
12. Up .n motion duly made and seconded, it was
Resolved, thai the president and be and they hereby are authorized
to issue certificates of stock in the form submitted to this meeting :
(President and secretary must sign in South Dakota; in New York, Arizona,
,Wes1 Virginia, and Disti imbia, president aud secretary or treas-
urer; in Delaware and New Jersey, president and treasurer.)
L3. Upon motion duly made and seconded, it was
/.' -' I, that the treasurer be and he hereby is authorized to open a bank
account in behalf of this company with the bank of ; and be
it, further
/.' v /. that until o ordered, said bank be and it hereby is authorized
to make payments from the funds of this i ipauy on deposit with it upon and ac-
cording to the check of this company signed by its treasurer (and countersigned by
the president if so provided in the by-laws).
II Messrs. were appointed members of the executive
mittee, with all the powers given in the by-laws of this company.
J 5, Upon motion duly made and seconded, n
/,'. an office of the I tablished and maintained at the
Citj of ite of . and that meetings of the board of directors
from time to time may be held either ai the (principal or registered) office in the
of , or such other office in the I • Isewhere as the
board of directors shall from time to time order.
16, (Where stock if is ued for property, patei I erl the following
clausi i
i a motion duly made and seconded, il
I; ■ impany accepl the ofl U to this company
the propert) (patenl right 1 in the agreement presented at this
! the hoard I prOD-
of the fair valut dollars, and that the sami
business of the company; and be it further
I; . /. nenl for tl property (oi
patent rights, etc.) I :
and the president
agreement in the name and on the behi d to affix I
Seal I hen t . ; and lie il further
/,- v i thai the pn ;
517
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
and directed to issue certificates of full-paid capital stock of this company to the
aggregate amount of dollars, as provided in said agreement.
1,". Upon motion duly made and seconded, it was
22 wived, thai payment of the subscriptions for stock of the incorporators be
deemed to be made by the property agreed to be sold to the company as set forth
in the preceding resolution, it having been agreed between and the in-
corporators that the sloek to be issued to said and his nominees under
said agreement should include the stock subscribed by the incorporators.
The secretary presented the resignation of as director of the company
i" take effect
Mr. was nominated to till the vacancy caused by the resignation
of Mr. , and upon motion duly made and seconded he was unanimously
elected a director.
(This clause inserted where temporary or dummy directors resign at the first
meeting.
No further business was presented, and on motion the meeting adjourned.
, Secretary.
Approved :
, Chairman.
APPENDIX.
Waiver op Notice. First Meeting op Board of Directors.
We, the undersigned, Directors of the Company, a corporation under
the laws of , hereby waive notice of the time and place of the first meet-
ing of the Board of Directors, and of the business to be transacted at said meeting.
We designate the day of , 190 , at o'clock in the noon
as the time, and the office of the company in the City of as the place of
said meeting. The purpose of said meeting being the election of officers, the au-
thorization of the issue of stock of the company, the authorization of the purchase
of properly necessary for the business of the company, and the transaction of such
other business as the Board may deem proper.
Dated
Secretary's Oath.
State of
County of
ss.
, Secretary of the Company, being by me duly sworn,
upon his oath does promise and swear that he will faithfully discharge the duties of
secretary of the aforesaid company to the best of his skill and ability.
, Secretary
Subscribed and sworn to before me this day of , 190 .
Notary Public.
Directors' Resignation.
I hereby tender my resignation as Director of the Company, to take
effect when accepted by said company.
518
FORMS AND PRECEDENTS.
COMPOSITE FORM OF BY-LAWS
For New York, New Jersey, South Dakota, Delaware, Arizona, West
Virginia, Nevada, District of Columbia, etc.
(In the District of Columbia in all cases use " Trustee " for " Director" aud " District "
for "State.")
Article I. Offices.
Sec. 1. The registered (or principal) office shall be in the city of ,
State of . The agent in charge of said office, upon whom process against
the company may be served, is
Sec. 2. The company may also have an office in the city of
of , aud also have offices iu such other places as the board of directors
may appoint.
Article II. Meetings of Stockholders.
Sec. 1. The annual meetings of the stockholders of this corporation shall be
held at the registered (or principal or business) office of the corporation in the city
of , State of , oil the day of in
each year at ick M-. for the election of directors and such other busi-
ness as may properly i ie before the meeting. Notice of ibe time, place, and
object of such meeting shall be given (by publication thereof in a uewspaper
published in the county where election is held at least one.- in each week for two
successive weeks immediately preceding such meeting, or N - mailing at
least days previous to such meeting, postage prepaid, a copj of
addressed to each stockholder at his residence or place of busi same
ippear on the books of the corporation. No busiuess other than thai
in such notice shall be transacted al such meeting without the unanim
of all the stockholders preseni thereal in person or by proxy.
(Note A — lor New York and South Dakota ) For District of Columbia, in
absence of written consent of all the stockholders, meetings for the election of
trustees must be called by publishing notice thereof not less than thirty days before
tli.- dal - in some newspaper printed and published iu the district.
Noti (place of meeting). In South Dakota and Arizona meetings should be
held at the business office as provided in the articles of incorporation. Iu 1>
thefirsl meeting of stockholders is held within the State; subsequenl meetiii
beld iu the place fixed bj the by-laws. In New York aud New Jersey within
Di tricl of Columbia within the district In Nevad i aud Wi I
Virginia meetings may be held outside if by-laws so provide.
■1. Special meeting of the stockholders shall be held al
(or principal) office of the company (or at the business office of the i
t Note A) in ' . and may be called at any time b\ a ma
of the directors or by a call signed by stockholders holding ; third i
of every special meeting stating the tinv .
and objeel thereof 1 shall be given by mailing, postage prepa
before «uch met I »ucl tice, add tockholder
ffice addrt ira on the l ks of tin
ted where meetings maj be held
Si C 1
■
or by p
corporation, in oi
tor. where the membei
when
only.
Sec. i. At al:
519
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
vote in person or by proxy who shall appear as stockholders on the transfer books
of the corporation for (Note A) days immediately preceding such meeting.
At any regular or special meeting each stockholder shall be entitled to one vote for
every share of stock held in his name.
Where cumulative voting for directors has been provided for, insert the follow-
ing provision :
" In all elections for directors each stockholder may cumulate his shares, and
give "lie candidate as many voles as the number of directors multiplied by the num-
ber of his shares of stock shall equal, or distribute them on the same principle among
ii v candidates as he shall think lit."
NOTE A. In New fork transfers must be allowed up to within ten days of
election. In New Jersey, Nevada, and Delaware up to within twenty days. In
Wesl Virginia no definite time is fixed.
Note B. Cumulative voting if desired should always be provided for in the
certificate of incorporation. In West Virginia cumulative voting for directors is re-
quired by statute and must appear in by-laws. In Nevada stockholders have right
of voting cumulatively unless articles of incorporation provide otherwise. Statutes
of District of Columbia do not permit of cumulative voting.
Sec. 5 (for New Jersey and Nevada). At each meeting of the stockholders
a full, true, and complete list, in alphabetical order, of all the stockholders entitled
to vote at such meeting, with the number of shares held by each, certified by the
si cretary or the treasurer, shall be furnished. At least ten days before each .annual
mi ting, a like list, containing also the residences of the stockholders, shall be filed
in the registered office as required by statute.
Sec. 6 (all States except New 'York). At all elections of directors the polls
shall be opened and closed, the proxies shall be received and taken in charge, all
questions touching the qualification of voters and the validity of proxies, and the
acceptance or rejection of votes shall be decided and all ballots shall be received
and counted by two inspectors. Such inspectors shall be appointed by the presiding
officer of the meeting, shall be sworn to faithfully perform their duties, and shall, in
writing, certify to the returns. No candidate for election as director shall be
appointed or act as inspector.
Sec. 7 (for New York only). Two inspectors of election shall be elected at
each annual meeting of the stockholders to conduct the election of directors for the
ensuing year. Such inspectors shall be sworn to the faithful discharge of their duty,
and in event of the absence, inability, or refusal of either to serve, the meeting may
appoint an inspector in his place.
Sec. 8. At the annual meetings of stockholders the following shall be the
order of business : 1. Calling of roll; 2. Proof of notice of meeting ; 3. Report of
president; i. Report of treasurer; 5. Report of secretary; 6. Report of com-
s; 7. Appointment of inspectors of election of directors; 8. Election of
directors; 9. Miscellaneous business.
Sec. 9. At all meetings of stockholders all questions, except the question of
an amendment to the by-laws and the election of directors, and all such other ques-
tions the manner of deciding which is especially regulated by statute, shall be deter-
mined bya majority vote of the stockholders present in person or by proxy; provided,
er, that any' qualified voter may demand a stock vote, and in that case such
stock vote shall immediately be taken, and each stockholder present in person or by
ball be entitled to one vote for each share of stock owned by him as provided
;>ii }. All voting shall be vina voce, except that a stock vote shall be by
ballot, each of which shall state the name of the stockholder voting and the number
of shares owned by him, and in addition if such ballot be cast by a proxy, it shall
also state the name of such proxy.
Article III. Directors.
Sec. 1. The directors of this corporation, of whom at least (A) shall be a
resident of , shall be elected by ballot, for the term of one year, at the
annual meeting of stockholders, except as hereinafter provided for filling vacancies.
520
FORMS AND PRECEDENTS.
The directors shall oe chosen by a plurality vote of the stockholders, voting either
in person or by proxy at each annual election. The directors shall each .,
least (B) shares of stock.
Note A. lit New York, New Jersey, and Delaware at hast one director
shall be a resident of the State; in District of Columbia, a majority of trustees
shall be citizens; in Arizona, Nevada, and South Dakota omit pr to resi-
; in Wesl Virginia directors need not be residents of the Mate it' by-1
provide, [n Wesl Virginia number of directors must be set out in by-laws.
Note B. In New York, New Jersey, Arizona, West Virginia, District of
Columbia, South Dakota, ami Nevada each director should ordinarily hold at least
one share ; in Delaware three shares.
Sec. 2. Vacancies in the hoard of directors occurring during the year shall
be filled for the unexpired term by a majority vote of the remaining directors at any
special meeting called for that purpose or any regular meeting of the hoard.
Sec. 3. In case the entire board of directors shall die or resign, any stock-
holder may call a special meeting of stockholders in the same manner thai the
president may call such meeting, and directors for the unexpired term may be
elected at such special meeting in the manner provided for their election at annual
meetings.
Sec. i. The board of directors may adopt such rides and regulations for the
conduct of their meetings and management ot the affairs of the corporation as they
deem proper, not inconsistent with the laws of the State of or I
by-laws.
Sec. 5. The board of directors shall meet on the day of every month
or whenever called together bj the presideul iipou due notice given to each director.
On the written request of any director the secretary shall call a special meeting of
the board. At such meeting a majority shall constitute a quorum for the transaction
of business.
6. Meetings of the board of directors of this company or of the
executive committee appointed thereby, may be held either at the principal office
of the company at , county of and Slate of ,
or at tin- business office of the company to be opened and maintained by it at the
city of , State of
Article IV. Executive Committee ami otiieb Committees.
. 1. The board of directors may appoinl of their own number
to ad as an executive committee to serve during the life of the board thai ap-
ed it.
See ■>. The e immittee shall have entire control .and supervision of
all of the property and business affairs of the corporation, and shall have ami exercise
all tin- powers and privileges which an I and exercised by the board of
directors.
. o. All action by the executive committee shall be reported to the ;
at its meeting uexl succeeding, and such action shall be subject to
alteration by the board provided that d third pan. i- -had be affected by
. ision or alteration.
I From time to time the board may appoiul .any other commilb
committees for any purpose or purposes who shall ha>
specified in tie' resolution of anpointnv
ive will vary with reference to particular p
tic- board to committi
Sec. 1. The board of duvet.,, ) iiniic .!
ir number I ppoiut
[INCORPORATION AND ORGANIZATION OF CORPORATIONS.
a vice-president, secretary, and treasurer ami such subordinate officers as it shall
deem uecessarj . Bach of such officers shall serve I'm- the term of one year or until
the ue\t annual election. Vacancies occurring among the officers may be tilled by
the hoard of directors for the unexpired term.
Sec. 2 The president shall preside at all meetings of the hoard of direc-
tors, aud shall acl as chairman at. and call to Order all meetings of the stockholders.
lie shall sign all certificates of stock (aud countersign all checks, hills, and notes
drawn bj the treasurer), lie shall submit a complete report, of the operations and
conditions of the company for the year to the directors at their regular meeting in
and to the stockholders at their regular meeting in of each year,
and from lime to time shall report to the directors all matters within his knowledge
which the interests of the company may require to he brought to their notice; he
shall he an ex officio member of all standing committees, and shall have the general
powers and duties of supervision ami management usually vested in the office of a
president of a corporation.
v ■ • 3. The first, second, and third vice-presidents shall, in the absence or in-
capacity of the president, perform the duties of that officer in succession according
to their rank unless the board shall otherwise determine.
Sec. 4. The treasurer shall have the custody of all the funds and securities of
the corporation, and deposit the same in the name of the corporation in such bank
or banks as the directors may elect; he shall sign all checks, drafts, notes, and
orders for the payment of money (which shall be countersigned by the president)
and he shall pay out and dispose of the same under the direction of the president.
He shall at all reasonable times exhibit his books and accounts to any director or
stockholder of the company upon application at the office of the company during
business hours. (He shall sign all certificates of stock signed by the president,
Note A) ; he shall give such bond for the faithful performance of his duties as the
board of directors may require.
Note A. The president and secretary must sign in South Dakota. In New
York, Arizona, Nevada, West Virginia, and District of Columbia, ordinarily the
president and secretary or treasurer. In New Jersey and Delaware, the president
and treasurer.
Sec. 5. The secretary shall keep the minutes of proceedings of the board of
directors aud the minutes of the meetings of stockholders ; he shall attend to the
giving and serving of all notices of the company ; he shall affix, the seal of the com-
I m\ to all certificates of stock; he shall have charge of the certificate book and
such other books and papers as the board may direct; he shall attend to such cor-
respondence as may be assigned to him, and perform all the duties incidental to his
office. He shall also keep a stock book containing the names, alphabetically arranged,
of all persons who are stockholders of the corporation, showing their places of resi-
dence, the number of shares held by them respectively, the time when they respec-
tively became owners thereof, and the amount paid thereon, and such book shall be
for inspection of stockholders during the usual business hours (in New York
three hours) at the office of the company. ("He shall be sworn to the
faithful discharge of his duties," Note A.) (" He shall sign all certificates of stock
signed by the president." See section 4, Note A.)
Noii. A. Necessary in Delaware, Nevada, and New Jersey, and usually
provided.
(In the District of Columbia the following should be added to the powers of the
secretary :)
If at any time lie shall not reside within the District of Columbia he shall see
that all proper transfers shall be made in the stock hook of the company kept at the
red office of the company in the District of Columbia.
(The following section should be inserted where counsel is provided for:)
Sec. 6. The counsel of the company shall prepare all such contracts and agree-
ments required in the business of the company as may he referred to him by its
officials; he shall inspect and pass upon all such instruments as may be presented
to the company and be of sufficient importance to justify such examination. He
522
FORMS AND PRECEDENTS.
shall also advise with the officers of the company in such legal matters pertaining to
the affairs of the company as may require his consideration.
Article VI. Capital Stock.
Sec. 1. Suhscriptions to the capital stock must be paid to the treasurer at
such times and in such instalments as the board of directors may by resolution re-
quire. Any failure to pay any instalment when required to be paid by the board of
directors shall work a forfeiture of sucli share of stock in arrears.
Note. If preferred stock is provided for, the provisions and conditions of its
issue should be set forth here.
If stock is to be made full-paid in the beginning, in consideration of the transfer
of properly, etc., section 1 may be omitted.
2. Certificates of stock shall be numbered and registered in the order
they are issued, and shall be signed by the president and by the treasurer ( :
tary," see Art. V. sec. 4, Note A), and the seal of the corporation shall be affixed
thereto. All certificates shall be bound in a book, and shall be issued in consecutive
order therefrom, and in the margin thereof shall be entered the name and address of
the person owning the shares therein represented, the number of shares and the date
of issuing thereof. All certificates exchanged or returned to the corporation shall
be marked cancelled, with the dale of cancellation by the secretary, and shall be
immediately pasted in the certificate book opposite the memorandum of its issue.
Sec. 3. Transfers of shares shall only he made upon the hooks of the corpora-
tion by the holder in person or by power of attorney duly executi d and acknovi I
and tiled with the secretary of the corporation, and on the surrender of the certificate
or certificates of such shares.
Sec. 4. The board may appoint a transfer agenl and a registrar of transfers,
and may require all stock certificates to bear the signature of either or both.
. ."). Whenever the capital stock of the company is increased, each bona
fide owner of its stock shall hi' entitled to purchase, at the par value thereof]
an amount of stock in proportion to the number of shares of stuck he owns in the
corporation at the time of such increase.
Aktu i.k VII. Dividends.
Sec. 1. Dividends shall be declared and paid out of the surplus profits of the
corporation as often and at such times as the board may determine. No dividend
shall be declared or paid that tends to curtail the effective operation of the business.
Article VIII. Seal.
Bee. 1. Tic seal of the corporation shall lie in the for fa circle, aid
bear tin- name of the corporation and the year of its incorporation, and the words
" corporate seal " (name of Mat. ).
Aktu i.i IX. Ami WDM]
of directors shall have power to make, amend, or repeal the
by-laws of the company by the voir of a majority of all of the directors at auj i
or Bpecial meeting of the board provided tli il intention to fmake,) amend,
( ,r repeal the by-laws in whole or in pari at such meeting shall have been pre-
vious] nember of the board, or without any such notice by a i
two-thirds of all of the directors ( Note \ ).
8ec. 2 ill of the bj laws shall be imendment, alteration, and repeal
annual meeting of stockholders or at an led lor that
purpose by tin affirmative vote of a ma >ck (Noti
3, [ D a i| ,-.-, ., w : led by the board of directors or bj the
.holder
within ten da 1 ption of the same.
\. | v. .a, board of di power
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
to "make, etc." by-laws. Certificate of incorporation should generally provide
for amendment by directors where this power is desired.
Notj 1>. What constitutes a valid vote depends upon the statutes of each
Slate.
MISCELLANEOUS FORMS AND PRECEDENTS.
SUBSCRIPTION AGREEMENT BEFORE ORGANIZATION.
Whereas, the organization is contemplated of a corporation under the laws of
the Siate of , to be known as the
or h\ such other name as may be selected, with a capital stock of not less than
§ for the purpose of
and it is desired by the undersigned to become stockholders in said corporation.
Note, therefore,
the undersigned,
do hereby promise and agree to and with each other all in consideration of
the mutual promises and agreements herein contained, that they will pay to the
Treasurer of said corporation as soon as he shall have been elected to that office, on
demand, the sum of dollars, being the subscription price of
shares of the capital stock of the said corporation, or such part
thereof as may be called for. The stock thus paid for to be delivered at the earliest
possible moment after the organization of the company, and meanwhile proper
receipts to be issued to the undersigned.
We hereby tint her agree in consideration as aforesaid, that our several sub-
scriptions to the capital stock of said Company to be formed, are
hereby made for the use and benefit of said Company, and that
when said is duly formed and organized, that the said subscrip-
tions hereby made may be enforced by it either at law or otherwise as the Board
of Directors of said company may hereafter determine.
Names. Residences.
PROXY
For Meeting of Incorporators and Subscribers.
, one of the incorporators of the Company, and a subscriber
to shares of the stock thereof, hereby appoints
as proxy with full power of substitution and revocation to vote for and on behalf of
the undersigned at the organization meeting of the corporation to be held at
on the day of , 190 , or at any adjournment thereof.
Witness, my hand and seal this day of , 190
In the presence of:
PROXY AND WAIVER OF NOTICE (Combined).
(l. s.)
Know all Men by these Presents, That I, the undersigned, being the
ownrr of shares of the capital stock of the Company,
oration organized and existing under the laws of the State of ,
do hereby constitute and appoint my true and lawful attorney,
for me and in my name and stead, to vote upon the stock owned by me or standing
in my name, as my proxy at a special (or annual) meeting of the stockholders of
said company, to be held at the office of the company in the City of ,
of , on the day of , 190 (hereby waiving
all statutory requirements as to notice of said meeting and publication thereof),
and on such other day or days as the meeting may be thereafter held by adjouru-
52 1
FORMS AND PRECEDENTS.
meat or otherwise, according to the number of votes I am now or may then he
entitled to cast, hereby granting the said attorney full power and authority to act
for me and in my name at said meeting or meetings in voting for the election
of directors of the company, or in the transaction of such other bush;
may properly come beibre the meeting, as fully as I could do it' personally present,
hereby granting the said attorney full power of substitution and revocation, and
hereby ratifying and confirming all that my said attorney or substitute may do in
my name, place, and stead.
Iii Witness Whereof, I have hereuuto set my hand and seal this day
of , 190 .
Witness :
TRANSFER OF SUBSCRIPTION.
For value received, the undersigned does hereby sell, assign, transfer, and set
over unto all his right, title, and interest as an incorporator of
and as a subscriber to the capital stuck of the Company to the
extent of shares of the capital stock thereto.
I hereby request and direct the proper officers of said Company to issue a
certificate for said shares to the aforesaid assignee or his assigns.
In Witness Whereof, 1 have hereunto set my hand and seal this day of
, 190 .
Dated
. (L.S.)
~\\ itness :
FORM OF LETTER ADDRESSED TO CORPORATION OFFERING TO
TRANSFER PROPERTY IN EXCHANGE FOR CAPITAL STOCK OF
A CORPORATION.
To the Stockholders of the Company :
I am the owner in fee of the following described real estate (or, in case of personal
property, the clause should read, " the owner of the following described pi
property), to wit : (here insert description of property ).
I hereby offer to transfer to you the property above described within
days from date hereof, in consideration of t he assignment to me within the said period
of' time, of shares of the capital stock of your Company. The offer
herein contained is made sul cceptance by your corporation within
days from the date hereof, [f the offer is not accepted within said time. th(
shall forthwith become null and '•
I: pectfully Submitti d
AGREEMENT FOR THE SALE OF REAL OB PERSONAL PROP] 1 11 V
TO A CORPORATION IN EXCHANGE FOB IT- CAPITAL BTOCK.
This agreement made this , 190 . bj an i I
of the City Of , County of
of the lirst part, and the ' rporation organized and c)
under and by virtue ol the laws of the State of , partj of the
Wit nets,
f ,|„. ii,-.i oeipl whereof La ben bj ncknow
and in ration of the mutual ■
tained, it is ben bj and bi
folio '
/ • i ,: I party oi thin daj
the d
ind part the folk
to wit :
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
(Here inserl description of the property to be sold, convoyed, transferred > as-
signed, inul delivered.)
s •>,/. Said party of the first part hereby warrants that it is the owner in fee of
said real estate above described (or, in case of personal property, that it is the owner
o( the personal property above described) all of which is hereby warranted tobe free
and clear from all liens, charges, incumbrances, taxes, and assessments whatsoever.
Third. The said party of the second part hereby agrees that, forthwith, upon due
Conveyance to it (in case of personal property upon the due transfer, assignment,
or deliven o\ said real estate by said party of the first part, it will, in considera-
tion therefor, assign, transfer, and deliver to said party of the first part
shares of the common stoek of the Company (party of the second part
hereto) of the par value of dollars per share, aggregating $ in
amount.
In Witness Whereof, the said parties of the first and second parts have hereunto
set their hands and seals this day of ,190.
[seal.]
Co. [seal.J
By , Pres.
Attest: Sec'y.
State of ? gs
County of $
On this day of , in the year , before me personally came
, to me known and known to me to be the individual described in,
and who executed the foregoing instrument, and who acknowledged to me that he
executed the same.
, Notary Public,
Co.
State of
State of I ss
County of )
On the day in the year before me personally came , to
me known, who being by me duly sworn did depose and say that he resided in
; that he is the President of Company, the corporation
described in and which executed the above instrument ; that he knew the seal of said
corporation; that the seal affixed to said instrument was such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation, and
that he signed his uame thereto by like order.
, Notary Public,
County,
State of
FORM OF TRUST AGREEMENT.
(This agreement will be found very convenient where it is desired to get stock back
into the treasury as full-paid and non-assessable stock, subject to sale below par if desired.)
This Agreement, entered into this day of , 190 , by and
between of the City of , State of ,
party of the first part, and the Company, a corporation organized
and existing under the laws of the State of , party of the second part,
witnesseth as follows :
First. That in consideration of the mutual covenants and agreements herein
contained, said party of the first part does hereby assign, transfer, and set over
unto said party of the second part shares ot the capital stock of the
Company, of the par value of dollars per share to be
held by said party of the "second part in trust, and to be disposed of under the
direction of the Board of Directors of said party of the second part for the benefit
526
FORMS AND PRECEDENTS.
of the stockholders of said party of the second part with a view to securing the
necessary funds with which to carry on the business of said
Company, and to provide a working capital therefor.
Second. The said party of the second part hereby accepts the assignment and
transfer of said shares of the capital stock of said
Company to be held by and disposed of by ii for the purposes above stated.
Third. Said party of the second pari further covenants and agrees that it will
at all times hold and dispose of, at snch prices and under such terms and conditions
as its Board of Directors may prescribe, said es of said capital
stock of said _ _ Company, with a view to securing adequate and suf-
ficient capital with which to carry out the purposes for which said
Company was formed.
Li Witness Whereof, said parties of the first and second parts have hereunto set
their hands and seals this day of , 190 .
, Pa rty of t/i e , firs t p
Company.
By , President,
, Party of the second part.
State of )
County of )
On this day of , 190 , before me personally came ,
to me known and known to mc to be the person described in and who executed the
foregoing instrument, and duly acknowledged to me that he i secuted tie- same.
, Notary Public
County.
State of 7
County of \ '
On this day of , 190 , before me personally came ,
who being by me duly sworn did depose and say : that he resided in the I
: that he was the Presidenl of the ipany, the
corporation described in and which executed the foregoing instrument; thai be
knew the sea] of said corporation; thai the seal affixed to such instrument was
such corporate seal: that it was so affixed by order of the Board ol Directors, and
that he signed his name thereto by like order.
. Notary Public,
nt\.
CERTIFICATE OF COMMON STOCK.
(Number.) (Shares.)
I u irporated under the la-
Name of ' Corporation.
I tpital Stock -
This certifies 'hat, is the owm
tal stock ot the Company, I of the
corporal in person or by attorney upon surrender ol
/ Witness H luly authoi ' i pora-
i it. tion have | • heir nami i <l the
si ix.) daj
- i
•
rNCORPOBATION AND ORGANIZATION OF CORPORATIONS.
CERTIFICATE OF PREFERRED STOCK.
(Number.) (Shares.)
Incorporated under the laws of
Name of Corporation.
Capital Stock, $
Common Stock, $ ; Preferred Stock, $
This is to certify that is entitled to fully paid and non-
assessable shares of the par value of $ each of the preferred capital stock of
the Company, transferable only on the books of the corporation in
person or by proxy, or by attorney upon the surrender of this certificate.
The holders of preferred stock are entitled to receive, and the Company is bound
to pay out of any and all surplus profits whenever ascertained, (non) cumulative
dividends thereon at the rate of and not exceeding per cent per annum,
payable in quarterly, yearly, or half-yearly instalments as the Board of Directors
max direct, before any dividends shall be declared or paid on the common stock.
The preferred stock is subject to redemption at par on the day of ,
190 , or at any other period thereafter that the Board of Directors may select. (The
holders of preferred stock shall not be entitled to any voting powers in the
corporation.)
In Witness Whereof, the duly authorized officers of the corporation have hereto
subscribed their names and caused the corporate seal to be hereto affixed this
day of , 190 .
(seal.)
CERTIFICATE OF INSPECTOR OF ELECTION.
The undersigned, having been duly appointed Inspector of Election of directors
of the Company, pursuant to the statute in such case made and
provided at the annual meeting of the stockholders of said corporation held for that
purpose on the day of ,190 , at the office of the company in the City
of , do hereby certify that at such election there were present and voting
shares of the stock of said corporation with the following result, to wit :
The said persons above named having received a majority of all the votes cast
at such election are hereby declared by us to have been elected directors by a
majority of the whole number of shares outstanding in said company.
RESOLUTION OF DIRECTORS AUTHORIZING THE
CONTRACTION OF A SPECIFIC DEBT.
Whereas, it appears to this board that dollars are necessary with
which to enable the company to meet its obligations now due and owing ; and
Whereas, there is no money in the treasury of the company at the present time
with which to meet said obligations, Now, therefore,
Be it resolved, that the proper officers of this corporation be and they hereby
are authorized to contract a loan for this company to the amount of
528
FORMS AND PRECEDES! S.
dollars, and to give therefor a promissory note of this company for said amount,
same to bear interest at the rate of per cent per annum until paid, and to
become due months after date thereof, and the said officers are hereby
authorized to secure payment of said note by giving a mortgage ou such real
of the company as may be required or as may be expedient.
I, , Secretary of the i Company, a corpo-
ration organized and existing under the laws of the State of ,
do liereby certify that the foregoing is a true and correct copy of the resolution of
th>' Board of Directors of said corporation, duly adopted at the regular meeting
of said Board of Directors held at the office of said company on I day of
, 190 , and that the same is entered as such in the minute book of said
Board of Directors.
Witness my hand and the seal of said corporation the day of , 190 .
, Secretary.
(seal.)
WAIVER OF NOTICE OF ASSESSMENT.
We, the undersigned, hereby waive no! ire of the time and place of the payment
of our respective subscriptions to the capital stock of the Company,
and also waive all requirements of law as to notice of assessment and payment
thereof.
And we hereby agree to pay the same to the Treasurer of said Company in such
amounts and in such time or times as the Hoard of Directors may require.
CERTIFICATE OF THE SECRETARY OF A CORPORATION TO THE
PASSAGE OF A RESOLUTION.
I ) sretary of the Company, hereby certify thai the
Resolution above Bet forth is a full and true copy oi the same as passed by the
Board of Directors (or by the stockholders') of said Companj at meetiug
of -aid Board (or of the stockholders) held on the day of , L90 ,
as taken from and compared with the original resolution as recorded in the minute
book of the Company.
Witness my hand and the seal of the Company this day of
190 .
IRATE
w..)
'dry.
APPOINTMENT OP AGENT.
A ■ . I
The Company.
K -. y,v \i.t. Men by TBI the
irly held mectingof the
ution prop I i upon
the hip
authorize and em| ""' '" behalf of said
Company, to accepl and acknowli >ou whoi aj b
or brought against the said I
of pro( ! thereon, to
[NCORPORATION AND ORGANIZATION OF CORPORATIONS.
bave the same force as if served personally upon the Corporation or the President
and Secretary thereof, the said Corporation hereby revoking any power of attorney
or appointment of Agenl lieretofore made by it for the purpose designated above.
Witness the signature of the President and Secretary of said Company this
day of , 190 .
, President.
, Secretary.
APPOINTMENT OF AGENT.
West Virginia Form.
Know all Men bt these Presents :
That , a corporation incorporated and organized under the laws
of the State of West Virginia, and in conformity therewith, hath made, constituted,
and appointed, and by these presents doth make, constitute, and appoint ,
of , in the County of , State of , its true and lawful
attorney, for it and in its name, place, and stead to accept service on behalf of said
corporation, and upon whom service may be had of any process or notice, and make
sucn ret nru for and on behalf of such corporation of its property for taxation to the
assessor of the county or district wherein its business is carried on as is required by
the forty-firsl section of the twenty-ninth chapter of the Code of West Virginia, and
to list the property of said corporation for taxation in any other manner required by
the laws of said State, giving the said attorney full power to do everything whatso-
ever requisite and necessary to be done in the premises as fully as such corporation
could do itself, and hereby ratifying and confirming all that the said attorney shall
lawfully do or cause to be done by virtue hereof-
I,i Witness Whereof, the said hath signed these presents by its
President and caused the corporate seal of said corporation to be hereunto affixed,
this day of , 190 .
(seal of
corporation.)
By , President.
State of ,
County of , to wit :
I, , a Notary Public in and for the County and State aforesaid, do
certify that personally appeared before me in my said county, and
being by me duly sworn, did depose and say that he is the President of the Cor-
poration described in writing above, bearing date the day of , 190 ,
authorized by said Corporation to execute and acknowledge deeds and other writings
of said Corporation, and that the seal affixed to said writing is the corporate seal of
said Corporation, and that said writing was signed and sealed by him, in behalf of
Corporation, by its authority duly given. And the said acknowl-
edged the said writing to be the act and deed of said Corporation.
Given under my hand and official seal, this day of , 1 90 .
, Notary Public.
(seal.)
State of West Virginia, K owit .
County ot , \
T, , Clerk of the County Court of said County, do hereby certify that
the foregoing Power of Attorney was this day presented to me in my said office,
ami together with the certificate thereunto annexed was duly admitted to record
therein.
Given under my hand, this day of ,190.
Clerk of said County Court.
530
FORMs AND PRECEDENTS.
CERTIFICATE OF FOREIGN CORPORATION.
NAMING AN AGENT UPON WHOM SUMMONS MAY BE SERVED.
Know all Men by these Presents:
That the , a corporation duly organized, created, and existing under
and In virtue of the laws of the State of , and having its principal office
or place of business in the City of , in said State, does hereby designate
and appoint , residing in the City of , in the State of ,
he being a citizen of said State, as its agent for the -id Slate of , upon
whom service of summons and all other legal process may be had and made in all
actions or proceedings against said Corporation in ain of the courts of said State of
, according to the statutes iu such case made and provided.
The said Corporation hereby designates the City of , in the said State
of , as its principal place of business in said State.
In Testimony Whereof, the said Corporation has. by its President, caused these
presents to be signed and sealed with its corporate seal at the City of , in
the State of , on this day of , 190 . ,
By
President.
(Corporation Acknowledgment .)
FORM OF TRUST DEED TO BE EXECUTED BY A CORPORATION
IN CONNECTION WITH A BOND ISSUE.
Tms Indenture made this daj of , 190 , by ami between
the (.any, a stuck corporation duly organized and es
under the laws of tin- - , party of the lirst pari hereinafter
called the Company and tin- Trust Company, a corporation organ-
ized and existing utairv the laws of the State of , as Trustee I'm- the
purposes hereinafter set forth, party of the second part:
. the -aid party of the first part is a corporation duly or-
ting under the laws of the Stateot , and has acquired
several plants and hereinafter described, and
Whereas, the Company in tin- - >' s in that behalf pot
with the resolutions duly adopted by its Board of Directors
aiid by its stockholders at a meeting duly and regularly called and held, lias deter-
mined to make and issue its coupon bonds in the aggregate a nut of
dollar ) payable in gold coin of the United States of the present standard
i bonds to lie coupon bonds of the par value of
dollar ) each, each of which bonds i^ to hear a distinctive number,
runnii itively from one (l) to hundred ( ) and hearing in-
of ' .-lit per annum from the Bret d
L90 . payable semiannually ill like on the lirst daj of
iu • onl
//' irty of the first part under and pursuant 1.. the power ami
i has determined to secure the prompt payment of the pi
iid bonds by exi outing and aelivi ring '" Lhi t mort-
I of trust in tin ■ - indenture, conveying tin- plants and prop-
ribed and ind t" that end a m deed "i
I bonds in the form of this indenture was submitted to and up.
i by the holders of the entii
:
: Hid 111 id ' <' "I 7 r
' impain «' ■
authoi '
tNCORPOBATION AND ORGANIZATION OF CORPORATIONS.
. the form of bonds and the coupons to be attached thereto, aud of
the certificate to be signed b\ the Trustee for the authentication of, said bonds were
al said meeting severally ana respectively submitted and approved by said rcsolu-
the Board of Directors and of all the stockholders of the Company, and are
substantially of the following tenor, to wil :
(FORM OF BOND.)
United States of America.
No. $
Company.
Firs! Mortgage per cent Sinking Fund Gold Coupon Bonds.
Know all Men by these Presents: That the Company
(a corporation organized and existing under the laws of the State of )
is indebted and for value received, hereby promises to pay to the bearer or
holder hereof, at its agency or office in the City of New York, dollars
(> ), in gold coin of the United States of the present standard of weight and
fineness on the day of , 190 (unless before that time this bond
shall have been retired) with interest thereon from , 190 , until the pay-
ment or redemption of this bond, at the rate of per cent per annum, pay-
able semi-annually, at said office in like gold coin on the first day of and
the first day of of eacb year thereafter upon presentation and surrender of
the annexed coupons therefor as they respectively mature. Both the principal and
interest of this bond are payable without reduction for any tax or taxes which the
Company may be required to pay thereon or to retain therefrom
under or by reason of any present or future law of the United States or of any
State, county, or municipality therein.
This bond is one of a serie:
ries of coupon bonds of the Company,
known as its First Mortgage per cent Sinking Fund Gold Coupon Bonds
issued or to be issued to an amount not to exceed in the aggregate the principal
sum of dollars ($ ), all of which said bonds are issued or to be
issued under and secured by a mortgage or deed of trust dated 1, 190 ,
executed by the Company to the Trust Company
(ot the City of , ) as Trustee, to which mortgage or deed of
trusl reference is here made for a description of the property so deeded or mort-
gaged, the nature and extent of the security, the rights of holders of bonds under
the same, and the terms and conditions upon which said bonds are issued and
ired.
bond is subject to redemption on the day of , 190 , and
on the first day of of each year thereafter until its maturity at par with
the interest then accrued thereon under the operation of a sinking fund which per-
mits the Company to redeem iit least one-tenth of the entire issue of said bonds
annually, and is subject to redemption on the terms and in the manner provided in
said deed of trust.
bond shall pass by delivery. This bond shall not be issued or become
obliiraton lor any purpose until it shall have been authenticated by the certificate
hereon endorsed of said Trustee under said mortgage or deed of trust.
This bond maybe registered in the owner's name on the Company's books in
the City of , . or at any other place which the Company may
determine, such registry being noted on the bond by the Company's transfer agent,
after which no transfer shall be valid unless made on the Company's books by the
registered owner and similarly endorsed on the bond, but the same may be dis-
s I from registry by being transferred to bearer after which it shall be trans-
ferable by delivery, but it maj again be registered as before.
Ii'- -'[■;■ of this bond as .above shall not restrain the negotiability of the coupons
by delivery merely, but the coupons may be surrendered and the interest made
532
FORMS AND PRECEDENTS.
payable only to the registered owner of the bond, such surrender to be certified as
follows :
,"'' certify that tbe coupons representing the several instalments of
interest to become due on tbe within bonds bave been surrendered to the
Company and cancelled, and interest on this bond when here-
after due will be payable to the registered owner hereof, as certified hereon, or
to his order.
Da
, Transfer Agent."
In Witness I Hereof, the Company lias caused this instrument
to be signed by its President, and its corporate seal to be hereunto affixed and to
sted by its Secretary, and coupons for said interest wi rraved signa-
ture of its Treasurer, to be attached thereto this first day of , L90
Company,
By , President.
Attest : , Secretary.
Trustee's Certificate.
This is to certify that this bond is one of the bonds described in the above
mentioned indenture of mortgage or deed of trust dated 1, 190
Trust Company, Tr
By , Trust Officer.
FORM OF COUPON.
On the first, day of , the Company will pay the
bearer at its office in the City of , dollars (S ) in
coin, free from all taxes, being sis months 1 interesl then due on its Firs! Mortgage
percent Sinking Fun ipon Bonds No.
, Treasu
and
Whereas, in pursuance of the resolution of the Board of Directors and also of
the holders of the capital stock of the Company duly adopted at a meeting of said
Board of Directors, and of the stockholders, separately and severally called and
held, and m pursuance of all and every legal power and authority in it vested,
iy proposes to make and execute and from time to tune hereafter issue
liver bunds secured as hereinabove and hereinafter mure par:.
forth:
Indenture Witnesseih: Thai to payment of the principal
and interest of such bonds as may at any time he issued and outstanding under
this indenture, according to their tenor ami effect, ami to declare tbe terms ami
conditions upon which said bonds an- u> be so issued, the Company, partj "I' the
t. in consideration of the premises ami of the purchase ana a mtauce of
such bo holders thereof, and of the su f one dollar ($] 00) lawful
of America to it duly paid by the Trustee
/ and deliverj of lie- knciwl.
edged, ■ I and d I i. sold,
ofirmed, a
i by these i, Bell, alien, ren
issign, transfei er upon tin t
I in the In,
■ ml other property, t<> h it :
I plant and l
of , ami more particularly di
lows, to vi it :
[INCORPORATION AND ORGANIZATION OF CORPORATIONS.
T tether with the buildings and structures, erections and constructions now
or hereafter placed thereon, and in addition thereto all machinery, fixtures, appli-
implements, and appurtenances of every kind and character which are now
or may be hereafter al anj time situated lying and being in, on, or about the said
plants, premises, and property described herein, and used or provided for use in
and about the operation of said plants and property, and the carrying on of the
business of the Company in the same, whether the same are now owned by the said
party of tlie lirst part, or shall hereafter be acquired by it, it being the intention
hereof thai said plants, premises, and property shall be and are hereby conveyed
as an active-going, operating plant.
To Have and to Hold the said above described premises, property, rights.
franchises, and appurtenances, unto the said party of the second part and its lawful
successors or assigns forever.
But in Trust Nevertheless, for the benefit, security, and protection of the per-
sons and corporations, firms and partnerships, who may be or become holders of
the aforesaid bonds and interest coupons, or any or either of them, and for enforc-
ing the payment thereof when payable, according to the true intent and meaning
of the stipulation of this mortgage or deed of trust and of said bonds and of said
interest coupons, and without preference, priority, or distinction as to lien or other-
wise of any of said bonds over any of the others by reason of priority in the time
of the issue of negotiation thereof or otherwise, provided, however, and these
presents arc upon the express condition that if the party of the first part, its suc-
cessors or assigns, shall well and truly pay or cause to be paid unto the holders of
the bonds to be issued hereunder, the principal and interest to become due thereon,
to said holders at the time and in the manner stipulated in said bonds and in said
interest coupons according to the true intent and meaning thereof, and shall well
and truly keep, observe, and perform all and singular the covenants, promises, and
conditions in the said bonds hereby secured and in this indenture expressed to he
kept, observed, and performed by or on the part of said party thereby granted,
shall cease, determine, and be void, otherwise to remain in full force. And it is
expressly covenanted and agreed by and between the parties hereto that the specific
trusts, uses, and purposes, conditions and covenants upon which said property and
franchises hereby mortgaged and conveyed are to be held by the Trustee and sub-
ject to which the said bonds secured hereby are to be issued and to be held by each
and every bolder thereof, arc as follows, that is to say:
First, This mortgage or deed of trust is to be a continuing lien to secure the
full and final payment of the principal and interest of all bonds which may be from
time to time issued and negotiated under the same, but so that the total aggregate
amount of said bonds so issued and negotiated shall not exceed dollars
(S ), and to be issued upon the terms and of the denominations, and to
mature and become payable in the manner and at the place and time or times
hereinbefore stated, with interest payable as so stated.
Second. The coupon bonds intended to be secured hereby shall from time to
time be executed by the Company and delivered to the Trustee,
and the Trustee shall authenticate and deliver the same pursuant to any directions
that may be contained in a resolution or resolutions of the Hoard of Directors of
the Company, a certified copy of which shall first be lodged with
the Trustee, and the Trustee shall not be under any duty to look behind the same,
and shall not be in any way responsible for the issue and negotiation of any of such
bonds or the application of their proceeds. Only such of said bonds as shall be so
authenticated by the Trustee by signing the certificate endorsed thereon, shall be
secured by this mortgage or deed of trust, or be entitled to any lien or benefit here-
under, and sucli certificate of the Trustee shall be conclusive evidence that the
bond so certified has been duly issued hereunder and is entitled to the benefit of the
trust hereby created.
Third. The Company covenants and agrees that it will fully
and entirely pay off and satisfy the whole of the said bonds to be; issued hereunder,
principal and interest, according to the terms hereof, without delay and without de-
duction from either said principal or interest for any assessments, taxes, govern-
534
FORMS AND PRECEDENTS.
mental and other charges now or hereafter imposed upon said bonds or any interest
thereon, either by the United Slates or by any State, country, or municipal author-
ity which the ipany may be required to deduct therefrom.
Fourth. Until default shall be made in the payment of the principal or interest
of any of the bonds hereby secured or any part thereof, as and when the satni
become due and payable, or in the performance or observance of any condition,
covenant, or requirement of said bonds or of this mortgage or deed of trust, the
Trustee shall permit and suffer the Company, its successors and
assigns, to possess, operate, and enjoy the real and personal property hereby mort-
gaged with the appurtenances thereto belonging, in any manner not inconsistent
with these presents, and to receive and use the total incomes, rents, issues, and
profits thereof.
/. When and as the interest coupons attached to the bonds hereby secured
mature and are paid by the Company or by au\ person or e
tion for it or on its behalf, they shall be cancelled. All coupons maturing before
the delivery of the bonds by the party of the second part shall be cut off and can-
celled by the party of the second part before delivery of such bonds.
Upon the payment at maturity or retiracy prior to the maturity by the payment
of any bonds hereinbefore provided for, the same shall be cancelled and delivered
forthwith to the Trustees.
Sixth. The Company covenants and agrees that it shall and
will from time to time pay and discharge before the same shall fall into arrea
. assessments, and governmental charges lawfully imposed upon
the franchises and lauds and other berebj mortgaged premises, or any part thereof,
the lien of which migbl or could be held to be superior to the lien hereof, and will
pay and discharge all claims of everj kind and nature which maj I
a iien upon the hereby mortgaged premises or an\ part thereof.
hereof, so that the priority of this mortgage may be dulj preserved and will keep
said mortgaged premises or any pari thereof in good order and repair, and shall not
or will not create or sutler to be created any mechanic's, laborer's, or other lien or
whatsoever upon the mortgaged premises or anj part thereof which might
or could be impaired prior to the lien of these presents until the bonds hereby
secured with all interest accrued thereon shall be fully paid and satisfied.
nth. The Company covenants and agrees that it shall and
will at all times, until said bonds herebj secured with all iuteresl accru
shall bi I and satisfied, keep such parts of said mortgaged premises or
property as are liable to be destroyed or injured by fire, insured against loss h\
lire in ent insurance company or companies authorized to tn
- te of and approved by the Trustee, to an amount equal to
the insurable value of said property payable in case of loss to the Trustee; and all
cted from such insurance shall be held by the Trustee for the further
. of the bondholders hereundei Company shad,
after the fire, have applied an equal sum of uej to the reconstruction or repair of
the pari of the premisi I or injured, or to the erection of other perm
improvements upon such mortgaged premises whereupon from Buch in
moneys held bi the Trustee ill, ,,■ shall be paid to the said
from time to lime, an amount i qual to the amount so applied by it after tin
such stion repair, or erection.
if the '
the amount applied bj it to the otion or repair ol thi
."inred, or to the erection of other p< nnani ut improvi
• ged premises, together with an affidavit of the P
tary, or Treasurer of the Company thai such sum of
ball be full and complete authority and protection U
for the payment I I pany, or upon il the amount
lution and affidavit, and i- I hall be under i
tion to look behind sui >n ami affidavit, and
sponsible for the application of anj n I ''
Eighth. It ia further covenanted and agreed thai thi
INCORPORATION aND ORGANIZATION OF CORPORATIONS.
■ill well and truly pay or cause to be paid all prior liens and indebtedness
of whatsoever nature and description that now exist against the property covered
by tins mortgage or deed o( trust prior to the maturity of the principal sum due on
said bonds, and the said Company does bereby agree to procure a release
thereof from the holders of said lien or said indebtedness, but no duty to see to
sueh paymenl or the procuring of such release is hereby imposed on the Trustee.
Ninth. The Company shall and will from time lo time during the continu-
I this trust and mortgage make, execute, and deliver all such further instru-
ments and conveyances as may be necessary to vest in said Trustee and its
successors the within described and all subsequently acquired property and rights
of property to facilitate the execution of said trust.
•':. It is further covenanted and agreed thai the personal property herein-
before described and hereby conveyed, or intended so to be, shall be held and be
taken to be fixtures ami appurtenances of the premises, and as part thereof, and are
to be used and sold therewith and not separate, except as herein expressly
pros ided.
Eleventh. The Company shall be permitted, without reference to the Trustee,
to alter, remove, sell, or dispose of any buildings, fixtures, machinery, or other
personal property herein described as covered by or located upon the mortgaged
premises hereinafter described which cannot be advantageously used in the judicious
operation and management of the business of said Company, provided always that
said Company shall and it hereby agrees in such case that it will replace any
buildings, fixtures, machinery, or other personal property so altered, removed,
sold, or disposed of by acquiring subject to this mortgage, other buildings, fixtures,
machinery, or other personal property equal in value to the property so altered,
removed, sold, or disposed of, the same being erected at the option of said Com-
pany upon real estate that may now or hereafter be owned, leased, or otherwise
acquired by said Company, or which may hereafter be owned, leased, or otherwise
acquired by said Company, or in lieu of the foregoing the said Company shall be
permitted, without reference to the Trustee, to alter, remove, sell, or dispose of any
buildings, fixtures, machinery, or other personal property erected upon the mort-
gaged premises above described which cannot be advantageously used in the judi-
cious operation aud management of the business of said Company by paying to
said Trustee the appraised value of such property, and any such sums so received
by said Trustee shall upon request of said Company be invested in bonds secured
- mortgage, or in bonds, mortgages, or securities authorized by law for
the investment of funds of savings banks in the City of New York, which bonds,
mortgages, or securities shall be held for further security of the bonds secured
by this mortgage; but until default in the payment of the principal or interest
of the bond secured hereby or some part, thereof, the interest and income of said
bond-, mortgages, or securities shall be paid to the Company. No duty or re-
sponsibility is imposed upon the Trustee by the provisions of this article, except
to receive such funds as may be paid to it by the Company, and invest the same as
provided.
Tic* If'h. For the purpose of providing against any depreciation of the security
il herein by reason of any cause, and for the further purpose of providing the
irj funds with which to make payments of said bonds either as they mature
or as tiny may be retired under the conditions herein set forth, said Company shall
de .oid reserve from and after the first day of , from its earnings,
an amount equal in value to one-tenth in amount of the principal due upon all
bonds issued and outstanding on that day, and shall set aside and reserve for the
purpose after the first day of , J 90 , 190 , 190 , 190 , 190 , 19 ,
19 , 19 , a similar proportion of the principal due upon all bonds out-
standing on those days respectively, such reservation to be for the purpose of pro-
viding a sinking fund under the conditions hereinafter set forth.
On or before the first daj of of each year, commencing in 190 ,
the lien of these presents shall continue, the Company shall pay over to
the Trustee all moneys reserved as aforesaid for the purpose of a sinking fund.
Immediately upon receipt of moneys by the said Trustee from said Company for the
536
FORMS AND PRECEDENTS.
sinking fund as provided herein, the Trustee shall forthwith on receipt of said
moneys draw by lot from the entire number of bonds which shall be outstani
the first day of , 190 , and in each year thereafter until the year
19 , such a number of binds for redemption as it shall have funds to redeem at
Ear, the same not to exceed in any case the sum of one-tenth of the amount of
onds outstanding on the day when such payment to the Trustee becomes due and
payable, and the holders of said bonds so drawn shall lie forthwith notified by the
Company in writing that their bonds will lie redeemed at par with accrued i
i i to the first day of September of the year in which the said redemption
occur-., and such bonds shall thereupon draw interest from the date fixed
[eruption, and shall he redeemed by the said Trustee on and after thai day
the price aforesaid out of the money placed in its hands on account
sinkiiiLT fund.
All bonds which shall have been from time to time purchased or redeemed
through t lie siuking fund hereby created shall lie forthwith destroyed by tl
Trustee in the presence of some officer or other person to be designated I
Company, who shall certify to said Company in writing the fact
of said destruction and the number of bonds so destroyed.
Thirteenth. These presents and the trust conditions and powers hereby im]
or granted may be altered, curtailed, enlarged, or added to in any manner that shall
I _ eed upon between the said Companyand the said Trustee provided tha
iurtailments, enlargements, or conditions shall have been first a]
by the holders of two-thirds in amount of all of the then outstanding bonds -
by these presents at a meeting of the mortgaged bondholdc iminoned by
said Trustee- at t lie request ol the Board of Direct irs of said Companyand upon
mtlen notice of the time and place ami purpose of said meeting to
■ by mail to all of the said bondholders whose places of residence can tie
liued.
approval by the requisite number of bondholders of such alterations, curtail-
shall lie evidenced by some instrument in writing
l under their hands and seals in person or by attorney duly
•. liir-li instrument shall be lodged with the - as i;> authority
leuting thereto.
3, curtailments, enlargements, or additions, when so appi
I in an indenture under seal duly executed by and between I he
-aid Trustee in such manner as to entitle the same to he re-
i in I uty, in the Stale of . When said indenture shall
delivered to the said Trustee, these presents shall forth-
tve been altered, curtailed, enlarged, or added to. in
. tii, and the Trustee shall cause said iuden rded in said
i I rustee shall have the power to refuse t,, agree to such
rients, or additions, in ease it shall think that tie
ir prejudice the rights of the bondholders "ho
/■ ! fault shall be made in the payment of any inter.
any ol '' '''"'• •'""'
OUtll, or in ease default shall he made in the pav-
:.
ihle, tie n, I '''' ita
•Mth or wil ill the pren
■ ! : -
I
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
tious lawfully claiming or to claim by, through, or under it, and upon the making
of said sale the principal of all the bonds hereby secured and then outstanding shall
forthwith become due and payable, anything in said bonds to the contrary notwith-
standing, and upon the making of any such sale the said Trustee shall apply the
proceeds thereof as follows, to wit: —
1st. Che paymenl of the costs and expenses of such sale or sales, including a
reasonable compensation to said Trustee, its agents, attorney, and counsel, and all
expenses, liabilities, and advances made and incurred by said Trustee in managing
and maintaining the property hereby conveyed or iutended to be conveyed and all
taxes and assessments superior to the lien of these presents.
2nd. The payment of the whole amount of principal and interest which shall
then be owing or unpaid upon the bonds secured hereby without preference or
priority whatever, whether the said principal by the tenor of said bonds be then due
or yet to become due, and in case of the insufficiency of such proceeds to pay in
full the whole amount of such principal and interest owing and unpaid upon said
bonds, then to the payment ot such principal and interest pro rata withoul prefer-
ence or priority, but ratably to the aggregate amount of such principal and accrued
and unpaid interest.
3rd. To pay over the surplus, if any, to whomsoever may be lawfully entitled
to receive the same.
Fifteenth. It is further declared and agreed that the receipt of the Trustee
who shall make the sale hereinbefore authorized shall be a sufficient discharge to the
purchaser or purchasers, his or their heirs, or assigns, or personal representatives,
and such purchaser or purchasers shall not, after paying such purchase money and
receiving such receipt of the Trustee therefor, be obliged to see to the application
of such purchase money upon or for the trusts or purposes of these presents, or to
be in any wise answerable for any loss, misapplication, or non-application of such
purchase money by the Trustee.
Sixteenth. In case default shall be made in the payment of the principal or
interest of said bonds, when same shall become due and payable, or in the obser-
vance or performance of any covenant or condition in said bonds, or herein con-
tained ou the part of the party of the first part, and such default shall continue for
six months, it shall be the duty of, and it is hereby made obligatory upon the Trustee,
upon the request in writing of a majority in interest of said bonds secured and then
outstanding, executed and acknowledged by the holders thereof, or their attorneys
thereunto duly authorized in writing, and upon proper indemnification to proceed
forthwith to enforce the rights of said Trustee and of the bondholders, hereunder,
by sale or entry, or both, according to such requisition, or by judicial proceedings
for such purpose, as the Trustee, being advised by counsel, learned in the law,
shall deem most expedient in the interest of the holders of the bonds secured
thereby; the choice between such remedies being left to the discretion of the
Trustee.
Seventeenth. The several remedies granted hereunder shall be cumulative and
non-exclusive one of the other, and shall be in addition to all other remedies to en-
force the lien of these presents.
Eighteenth. Upon the filing of a bill in equity or other commencement of
judicial proceedings to enforce the rights of the Trustee or of the bondholders under
these presents, the said Trustee shall be entitled, as a matter of right, to the appoint-
ment of a receiver or receivers of the property hereby mortgaged, and of the earn-
ings, income, rents, issue, and profits thereof, pending such proceedings.
Nineteenth. Upon payment, when due, of both principal and interest of all
the bonds which shall have been issued thereunder, the Trustee shall, upon the
written request of the Company, enter satisfaction of this
mortgage upon the records, and shall do, make, execute, and deliver such deeds,
acts, instruments, or assurances as may be necessary to vest all the mortgaged prem-
ises and property of. the said Company, its successors, and assigns,
free and discharged from the lien of these presents.
Twentieth. Upon the terms and conditions stated in this article, and not other-
wise, the Trust Company hereby accepts the trust of this instrument,
FORMS AND PRECEDENTS.
and the Company and all present and future holders of bonds and
coupons secured hereby expressly assent and agree To, and acknowledge themselves
bound by, said terms and conditions. The Trustee shall not be answerable to any-
body for the default or misconduct of any agent or attorney appointed by it in pur-
suance hereof, if such agent or attorney shall have been selected with reasonable
care, or for anything whatever in connection with this trust, except wilful miscon-
duct or gross negligence after personal notice and distinct specification in wri:.
from some person interested in the trust. The Trustee shall incur no liability to any-
body in acting upon any notice, request, consent, certificate, bond, document, or
paper believed by it to be genuine and to have been signed by the proper person.
It. shall be no part of the duty of the Trustee to see to the insurance of any part of
the property hereby conveyed in trust, or itself to effect such insurance. The
Trustee may become the owner of bonds and coupons secured hereby with the same
rights which it would have if it were not 'trustee.
The Trustee shall not be personally liable for any debts contracted by it, or
for any damage to person or property, or arising out of non-payment of salaries,
non-fulfilment of contracts, or for any other tort obligation and liability arising dur-
ing any period wherein the Trustee shall manage the trust properties hereunder.
The trust estate is hereby made primarily liable to such persons for every such
liability and for every liability of any kind which the Trustee may incur thereunder;
and for compensation for services and reimbursements of all the expenses hereunder
with interest, the Trustee shall have a first lien upon the property h< i
The Trustee shall not be under any obligation or duty to perform any act hi
under, to take any action towards the execution or enforcement of the trust hereby-
created, or to defend any suit in respect her.-!', except upon request in writing
person or persons interested in the trust, nor unless first satisfactorily in-
demnified, nor unless ons be made to furnish the Trustee with
additional ind( inst liability from time to time as in the judgment ol
aired forits protection; nor shall the Trustee be required to I
notice of any default hereunder, or to take any action in respect of any defau
unless requested to take notice in respect thereof hy a writing signed by the hold
ofal least a majority in interest of the bonds herebj ad then outstanding,
and tendered reasonable indemnity a^ aforesaid, anything herein contained to be con-
trary notwithstanding, but neither any such request nor this provisioi
shall atfeet any discretion herein or elsewhere especially given to the Tm
Air. .ived by the Trustee under any provision of this indenture may
be treated by it, until it is required to pay out the same conformablj herewith,
bout any liability for interest save such as. during that time, it
allows to its general depositors. The Trustee shall not be responsible for tic- re-
cording,] if this instrument or auy instrument of furt
., or forth j i acellation of any revenue stamps or for the estims
or paym, t not complying with the laws of . with rei
to Bucb subjects or with i
thai 11 and provisions hereof is given to anj person whomsoever, all
Of which matter the said Compai
perform.
XheTi • liscretion, advise with legal counsel to 1 land
empl useofthe Company, and
Mlt ], • ,d faith by the Trustee in m with the opini fcounselshal
r of the Trustee 01 " llU
' CUret ' '"' r , ,111 c
XI luti< I ' I the ;
bond
this and by the laws ofth(
rp De from time I
the Tm • nereund< i
Du , for aUeounsel fees, eompe -
an d other expenditures made bj the Trustee hereunder, with u
to iiideuinil's ' :i11 Uaml '
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
kiiul which the Trustee may incur in the exercise ami performance of its powers
and duties hereunder, including any penalty or liability suffered by the Trustee
under tins instrument, or because of any action taken by it thereunder for non-
compliance with the laws of , or , concerning foreign corporations
or others ise : and for such indemnification, reimbursement, and payment of Trustee's
compensation a firsl lien is hereby imposed in favor of the Trustee upon all the
property and funds hereby conveyed in trust.
The recitals and statements herein, and in said bonds and coupons contained,
save onlj the certificate of authentication by the Trustee, shall be taken as state-
ments bv the party of the first part, and shall not be considered as made by or as
imposing any obligation or liability upon the Trustee, nor shall the Trustee be held
responsible for the legality or validity of said bonds or coupons under any pro-
visions of the laws of , , or otherwise.
Ami it is fun her covenanted and agreed that the Trustee may resign and dis-
charge itself of the trust hereby created by notice in writing to the
Company to be given at least three months before such resignation is so given.
If a vacancy in the office of Trustee hereunder shall occur, a new Trustee shall be
appointed as follows :
Ten days' notice shall be given to each holder of the bonds hereby secured, ap-
prising: I hem of the fact that a change of Trustee hereunder is necessary, and that
unless objection is made within ten days from the date of such notice by a majority
of the bondholders, a new Trustee, to be designated in said notice, will be ap-
pointed. If the majority of the bondholders disapprove of the choice designated for
such new Trustee, the matter shall be left to the present Trustee, the said
Trusl Company.
Iu executing this indenture the Trustee makes no covenant or representation as
to the title or interest of the Company in, or to, the property de-
scribed therein, and it shall be no part of the duty of the Trustee to see that any of
the property intended to be conveyed in trust hereunder is properly and legally
subjected to the lien hereof.
It is expressly understood that the Trustee shall be under no duty or liability
in nspeet to any tax which may be assessed against the property or against the
owners of the bonds hereby secured, in respect to the property hereby conveyed,
leu- shall the Trustee be under any duty to pay, or see to the payment of, such tax,
or take any notice thereof to the holders of the bonds secured hereby, or any other
per-« ml and for any expense or liability which the Trustee may incur by reason of,
or growing out of, any such tax. the Trustee shall have a lien on the property
hereby secured prior to the lien of the bonds hereby secured.
The Trustee shall have the right to require proof of the ownership of any bond
by the production of the bond. "The holding and date of holding of bonds by any
bondholder executing any paper or instrument provided for herein, and the amounts
and issue number of the bonds held by such person may be proved by a certificate
in writing executed by any depository approved by the Trustee showing that such
person had on deposit with such depository the bonds described in such certificate
at the date' therein mentioned.
In ca-e any bond secured hereby shall become mutilated or lost, then upon the
surrender of such mutilated bond to the Trustee, or upon filing with the Trustee
evidence of such loss, and giving indemnity which the Trustee shall consider satis-
factory, the Company in its discretion may issue, and the Trustee
may certify a new bond bearing the same serial number and in identical form in
tution or exchange for the bond so mutilated or lost.
\\ henever in this deed of trust the existence of any situation, matter, conclu-
r fact of any character, or the sufficiency or validity of any instrument, paper,
or proceeding, or of any proof or evidence of any fact' of any character, shall be
prescribed as a condition of, or in any manner with respect to, any action or pro-
ceeding on the part of the Trustee, or shall be deemed necessary to be ascertained
by the Trustee as the basis of an opinion by the Trustee, a certified copy of a reso-
lution of the Company, together with a certificate of the President
and Vice-President, Treasurer, Secretary of the Company, verified
540
FORMS AND PRECEDENTS.
under oath, shall in the discretion of the Trustee be sufficient evidence of any such
fact, situation, matter or conclusion stated therein, and shall be complete protection
on its part upon the faith thereof; but the Trustee may, in its reasonable discretion,
require other evidence.
Tue _ Company covenants and agrees that it will pay the Trustee
hereunder its necessary fees and expenses in the execution of the trust
created.
In Witness Whereof, the party of the first part has caused these presents to be
signed by its President, and its corporate seal to be hereunto affixed, and attested
I;', its Si cretary and the party of the second part, in token of its acceptance of the
trusts and the obligations hereby imposed upon it, has caused the i ts to be
signed by its second Vice-President, and attested by its Secretary, and its seal to
be hereunto affixed, the day and year first herein written.
Company.
By , President.
Attest : , Secretary.
Tkcst Company, Trustee.
By , Vice-F resident.
State of )
County of j SS -
Before me, , a Notary Public, in and for the County of
State of , on this day personally appeared , known to me to he
the person whose name is subscribed to the foregoing instrument, and k
i" be the President of the _ Company, a corporation, and ackno\i
to me thai lie executed said instruraenl fori es and consideration therein
expressed and as the act of said corporation.
, Notary Public,
Co.
of
County of
Ilefore me, , a Notary Public, in and for the County of ,
■ of , on this da\ pi rsonallj appeal , known to me to be
the per .! cribi -1 to the foregoing instrument, and ki
to be the of i Trusl Company, a corporation, and acknowl-
edged to me that he executed said instrument for the purposes and consideration
therein expressed, and as the act of said corpora',
.■.-y Public,
Co.
Slate of /
AFFIDAVIT OF MAILING NOTICE OF STOCKHOLDERS MEETING.
of
County
having first been duly sworn on oath says: that
i he Secretary of the ( loin pan j . a corporati rganized and
ler the lav. ; that on the da\ ..I
I'.i , he c i notice of the annual (or special) meeting of the stockholders of
impany, a true copy of which i- hereto ami' pari of
this affidavit, to be mailed in a Bealcd envelope, posl igc pr< p
1 iowu oddn
appears on the books of tic- < loinpany.
Sworn and subscribi d : dav of . I'.I .
■y Public,
I unlv
I 1
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
FORM FOR CERTIFICATE OF AUTHORIZATION TO COUNTERSIGN
CERTIFICATES OF STOCK.
The Company,
, Registrar.
Tins is to Certify, That at a meeting of the Directors of the
Company, dulj convened and held on the day of , l'JO , the following
resolutions were adopted :
R solved, That the Company be and is hereby appointed the
Registrar of the shares of the stock of this Company.
Further Resolved, That said Company is authorized to countersign,
when signed bj the President and Secretary of this Company, an original issue of
certificates of shares of this Company to the number of shares of
Common Stock and shares of Preferred Stock, and to enter the
particulars of the holdings of said shares in the register from time to time.
Further Resolved, That the Company may apply and act under
instructions of , Counsel of this Company, in respect to any legal
question arising in connection with said Agency.
Further Resolved, That the Secretary be and is hereby authorized to sign, and
seal witli the Company's Seal, a Certificate of Authorization to said
Company in the form submitted at this meeting.
Tnat the total authorized capital stock of said Company is % , divided
into S <>f Common Stock and $ of Preferred Stock.
That said shares are the par value of 8 each.
That certificates of stock are now outstanding.
That the property for which the above-mentioned shares are issued has been
actually conveyed or transferred and delivered to the Company.
That the Officers authorized by the foregoiug resolutions to sign certificates of
stock will sign as follows :
The President will sign
The Secretary will sign
Names of Officers. Addresses.
President,
Firt- President,
Treasurer,
Secretary,
Attorney,
Names of Directors. Addresses.
Business address of the Company,
Date of Annual Meeting,
Notice for calling Annual Meeting as required by the By-Laws.
Signed and sealed in behalf of the Company by authority of the Board of
Directors, this day of , 190 .
For the Company,
, Secretary.
State of
\
County of
On the
dav of
in the year , before me personally
came > to me known, who, being by me duly sworn, did
depose and say that he resided in ; that he is the of the
Company, the corporation described in and which executed the above
instrument ; that he knew the seal of said corporation ; that the seal affixed to said
542
FORMS AND PRECEDENTS.
instrument was such corporate seal ; that it was affixed by order of the Board of
Directors of said Corporation, aud that he signed his name thereto by like order.
, Notary Public.
County.
UNDERWRITING AGREEMENT.
Company.
Covering Year, First Mortgage, percent, Sinking Fund, Coupon
Gold Bonds ; redeemable at and interest.
Dated , 190 . Due , 19 .
Interest Payable and at the office of the Trust Company,
Trusl
This Agreement, made and entered into this day of , 190 , by
aud betw en of the city of , State of . parties of the
firsl art (hereinafter called "the Managers"), and the several subscribers to this
syndicate agreement, parties of the second part :
eas, the parties of the first part have organized a corporation known as the
Company," under the laws of the State of , with a capital of
divided into shares of the par value of $ each, which will
of firsl in irtgage, six per cent, year, sinking fund, coupon pud bunds,
subject to call at and accrued interest, of which will be used as part
payment of the property purchased and will be left in the treasury for its
use, leaving which are hereby underwritten.
'eas, the subscribers hereto are desirous of underwriting a portion of
: issue of bonds, as provided by tins agreement, and thereby participat-
■ i be derived from the sale of said bonds or becoming the owners
X iw, this agreemeni witnesseth :
Thai ration of the premises, and the mutual promises hereinafb t
ribers severally, but not jointly, agree with the M id with
each oth -r as
I. Thesubscr illy subscribe for said first mortgage, percent,
• fund, coup ,n gold bonds, to the amounts (par value) set opposite
Ctively, and agree to take and pay for said bonds, or any part
I , to them, in cash, at • nl of par, together with accrued
.men! therefor to be made to the Trusl Company, hereinafter called
, City of , u] lemand of the managers when bonds
,„• iui, »tes representing the same shall be ready for delivery, bul payment
s | i:i H f ore , L90 , tJpon such payment, fiber
rtiflcate of I Trusl C impany in lieu ol
I also provide for the delivery of the bonds
. 190 , or before, in the discretion of the Maung
the payment of i exclusive .,1' interesl shall rec
Is aforesaid and par value of the said stock.
II. [ti further agreed thai all bonds allotted and taken hereunder shall be
parties of I I part, Biibjeol to the dema itrol of the
M : ,s hereinafter provided, until . 190 . who shall, during
m to sell t
for the joinl benefit of the parties of the second part al nol less than
private sale, and thai upon
allotted to hi r the ;
nil be delivered to the Ti
I
I • oondi
III It is m ■'
543
INCORPORATION AN1> ORGANIZATION OF CORPORATIONS.
hold all of the saiJ bonds subscribed for as a joint holding for a period of six months
from tin- da\ of . L90 . unless said bonds arc sooner sold, and thai the time
for tin' joint holding of anv remaining unsold bonds maj be further extended for a
period to lie determined 1 >_v a voir of two thirds in interest of the subscribers. Any
member of this syndicate authorized by the Managers may offer ami sell the bonds,
as opportunity occurs, at a price to lie fixed from time to time by the Managers:
said price, however, not to he less than and accrued interest, to the syndicate,
excepl li\ written cousent of two-thirds iu interest of the subscribers hereto.
I\ . Anv subscriber duly authorized to sell bonds, shall he paid a commission
of one per centum of the par value of the bonds sold by him, said commission to lie
paid by the Managers and charged to the syndicate at the time of such sale and de-
livery; anv syndicate member selling any bonds shall at the time notify the Mana-
gers and shall receive instructions from said Managers as to whether said bonds so
sold shall In 1 delivered from his holding, or be drawn by him from the Managers.
In the event of his being instructed to deliver his own bonds, he shall immedi-
ately remit to the said Trustee, to the credit of the Managers, the difference between
the cost, viz.: ami interest, and the selling price of the bonds; and in the event
of drawing them from the .Managers, he shall pay the Trustee, for the credit of the
Managers, for the bonds, at the full authorized sidling price, together with accrued
interest tu dale of delivery.
V. Any subscriber hereto may withdraw his bonds from this underwriting
agreement, provided such subscriber notities, in writing, the Managers, tit the time,
of signing the underwriting agreement, of his or their intentions so to do; such
party so withdrawing bonds agrees, during the life of the underwriting agreement
and any extension thereof, not to offer for sale or sell any of such bonds, and waives
profits, except stock hereunder.
VI. The right and power to enforce this agreement, when the same shall he-
roine binding, operative and effective, is hereby vested exclusively in the Managers,
who alone shall have the right to enforce payment of all obligations assumed by the
subscribers hereto.
VII. In case for any reason, whether before or after this agreement hits other-
wise become binding, operative, and effective, the Managers shall determine to aban-
don this underwriting plan, and the organization of the corporation, and shall so
declare, then this agreement in all its parts, including the obligation to deliver said
Is nr anv of the stock, shall be and become forthwith null and void, and the sub-
scribers hereto shall be notified accordingly by the Managers, and all moneys paid
hereunder shall be returned.
VI II. The Trustee shall he the depository of the Managers and shall hold the
joint funds and profits arising hereunder, and shall distribute the same from time to
time iu accordance with the directions of the Managers, pro rata among the sub-
scribers hereto, except that it shall pay therefrom the commissions and expenses
arising hereunder.
IX. The managers shall receive no compensation for their services as Mana-
gers and shall not be liable under tiny of the provisions of this agreement, or in or
r. matter therewith connected, provided reasonable care and discretion shall
have been exercised by them in the discharge of their duties.
X. This agreement shall be binding upon the parties of the second part only
when subscriptions hereto shall have been made to the extent of at least
Right is reserved to reject any subscription or to allot a less amount than that
subscribed for.
In Witness Whereof, the parties of the first part have signed an original hereof,
and the subscribers, parties of the second part, have signed said original or a coun-
terpart thereof, all of which shall be taken and deemed as one original instrument.
Managers \
Subscribers. Address.
544
FOP k M> AND PRECEDENTS.
VOTING TRUST AGREEMENT.
This Agreement made this day of , 190 , by ami between
the undersigned, stockholders of the Company, parties of the first
part, and Trust Company, party of the second part :
IVitnesseth, That in consideration of the mutual covenants and agreements
inafter set forth, and in further consideration of the sum of one dollar by ej
the parties paid to the others, the receipt of which is hereby acknowledged, tb
parties to this agreement hereby agree by and with each other as follows, to wit :
First. The said parties of the first pari do hereby assign and transfer and
to deliver unto the said party of the second part, the number of shares of si
the Company (a corporation organized and existing under the
the State of ) set opposite their respective names, to be held by said
party of the second part until the day of . ».l rj ; in trust, how-
ever, for said parties of the first part, their executors, administrators, and a;
at all times subject to the terms and conditions hereinafter set forth.
Second. Said parties of the first part do hereby covenant and agree thai
party of the second part as voting trustee for said parties of the first par-.
for a period of years from date hereof, possess and be entitled to exi
without restriction or restraint other than is herein contained, the righl to vi
of stock in said Company hereby conveyed by said parti
the first part to said party of the second pari.
i dd party of the second part does hereby promise and agree with
said parties of the first part, thai Ider of voting tru
hereinafter provided, shall, imuiediatelj upon the
upon the delivery by him to said party of the second part of the tificates
hereby assigned, receive from said party of the second pari voting trust cert
imount equal to the amount of stock so delivered, which certificate
shall be in the following form, to wit :
VOTING TRUST CERTIFICATE.
d by. tiik Trust Company.
This is to Certify, that [insert name of stockholder] will
within "ii date hereof be entitled to receive, and the undersigned
ill receive, a certificate for
full paid shares of dollars each of the common stuck of the
Comp for full paid shan doll
the preferred stock of the ' ■ and thai in the meantime hi
: payments equal to the divi.li-u.l-, it any, collected by the undersigned as
, ,,, ;i i,k,. aumbei tnmon Btock and prefern d
jned in trusl ; and until the
, L90 , the unders istee, shall
: be entitled to i
I., the
holdi i virtue of bis
I,,., .,, issued pu lanl to the ten i ut in writ.
made red by Ih
I
in. -ut. an. I the hi.
which agreemi al eitfa the u en to " |v
Xhis i the voti
i, ; 9 i,, ,11 be kept for thai pur:
I bi y duly at
INCORPORATION AND ORGANIZATION OF CORFORATION9.
roles which have been established for thai purpose by the undersigned and upon
surrender hereof; and until so transferred the undersigned may treat the registered
holder a*- the owner hereof for all purposes whatsoever, except that delivery of such
Certificates herein shall not he made without the surrender hereof.
Li Witness Whereof, the said Trust. Company lias caused these
presents to be signed by its President and its Corporate Seal to be hereunto affixed,
and to be attested by its Secretary this day of , 100 .
Trust Company,
Ati. , President.
, Secretary.
Fourth. That cacli and all of the covenants and agreements contained in the
foregoing form of voting trust certificate are hereby made part and parcel of this
agreement, and shall be and are hereby made binding upon the several parties to
this agreement, their executors, administrators, successors, and assigns.
Fifth. At any time until the expiration of this agreement as hereinbefore pro-
vided, the said party of the second part may receive any additional full paid shares
of the capita] stock of the Company, either common or preferred,
upon the terms and conditions of this agreement, and it shall deliver in exchange
therefor voting trust certificates as hereinbefore provided.
Sixth. In voting stock held by it, the said party of the second part shall exer-
cise its best judgment and discretion at all times in voting for the election of suitable
directors for said Company, to the end that the affairs of the Company
shall be carefully and intelligently managed, and in voting on all other matters
which may come before it at any stockholders' meeting of said Company, shall
exercise like judgment and discretion.
Seventh. It is hereby covenanted and agreed that the said party of the second
part shall not be liable or incur any responsibility by reason of its acts of omission
or commission in the premises, except for wilful misconduct or gross negligence in
the execution of the trust hereby created, and which is hereby accepted by said
party of the second part.
In Witness Whereof, the several parties to this agreement have hereunto set their
hands and seals this day of , 10 .
CERTIFICATE OF INCORPORATION
U.vited States Steel Corporation (as Amended) (New Jersey Charter).
We, the undersigned, in order to form a corporation for the purposes herein-
after 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
1806)," and the acts amendatory thereof and supplemental thereto, do hereby
certify as follows :
I. The name of the corporation is United States Steel Corporation.
II. (Clause designating office and agent in New Jersey.)
III. The objects for which the corporation is formed are :
To manufacture iron, steel, manganese, coke, copper, lumber, and other materials,
and all or any articles consisting, or partly consisting, of iron, steel, copper, wood,
or other materials, and all or any products thereof.
To acquire, own, lease, occupy, use, or develop any lands containing coal or
ir on, manganese, stone, or other ores, or oil, and any wood lands, or other lands for
any purpose of the Company.
To mine, or otherwise to extract or remove, coal, ores, stone and other minerals
and timber from any lands owned, acquired, leased, or occupied by the Company,
or from any other lauds.
546
FORMS AND PRECEDENTS.
To buy and sell, or otherwise to deal or to traffic in iron, steel, manganese,
copper, stone, ores, coal, coke, wood, lumber, and other materials, and any of the
products thereof, and any articles consisting or partly consisting thereof.
To construct bridges, buildings, machinery, shi] s, agines, cars, and other
equipment, railroads, docks, slips, elevators^ water works, gas works, and electric
works, viaducts, aqueducts, canals, and other water-ways, and any other means of
transportation, and to sell the same, or otherwise to dispose thereof, or to maintain
and operate the same, except thai the Company shall not maintain or operate any
railroad or canal in the State of New Jersey.
To apply for, obtain, register, purchase, lease, or otherwise to acquire, and to
hold, use, own, operate, and introduce, and to sell, assign, or otherwise to dispose
of, any trade marks, trade names, patents, inventions, improvements, and processes
used in connection with or secured under letters patent of the United Si,
elsewhere or otherwise, and to use, exercise, develop, grant licenses in respect of,
or otherwise to turn to account any such trade marks, patents, licenses, proi
and the like, or any such property or rights.
To engage in any other manufacturing, mining, construction, or transportation
business of any kind or character whatsoever, and to that end to acquire, hold, own,
and dispose of any and all property, assets, stocks, bonds, ami rights of any and
every kind, but not to engage in any business hereunder which shall require the ex-
ercise of the right of eminent domain within the State of New Jersey.
To acquire by purchase, subscription, or otherwise, and to hold or to dispO!
stocks, bonds, or any other obligations of anj corporation formed for, or then or
heretofore engaged in or pursuing, any one or inure of the kinds of business, pur-
poses, object- or operations above indicated, or owning or holding any propertj of
any kind herein mentioned, or of any corporation owning or holding the stocks
or the obligations of any such corporation.
To hold for investment, or otherwise to use, sell, or dispose of. any stock, bonds.
Or other obligations of .any such Other corporation; to aid in any manner anj cor-
• " Mttls, or other obligations are held or in any manner guaran-
teed by the Company, and to do any other acts or thblgs for the preservation,
protection, imprOl enhancement of the value of an\ such stock, I ds, or
other obligations, or to do auj acts or things designed for an] such purpose; and,
while owner of any Buch stock, bonds, or other obligations, to exercise all the riu'bts,
. and privileges of ownership thereof, and to exercise .any and all voting
power then
The business or purpose of the Company is from time to time to do any one or
more of the acts .and things herein set forth; and il ma\ e I, let lis business in
other States, and in the Territories, and in foreign countries, and raaj have one
01 more than one office, and keep the books of the (' pauy outside of the
■ SCepI as otherwise may be provided by law; and may hold,
purchase, mortgage, and convey real and personal property, either in oroul of the
State of New Jersey.
U thoul in any particular limiting any of the objects ami powers of tie
flOratioil, it is hereby expressly declared and provided thai I hi' corporation shall
iave p le bonds and other obligations in paymenl for propertj purchased
or acquired bj it, or lor any other obieel in or aboul its business; to inortgn
any stocl or any propertj which maj be ac-
quired by it auj bonds or other obligations by it issued or incurred; to
guarantee anj dividends, or bond ' &ke ami
perform contracts of any kind and description and in
for the purpose of attaining or furthering any of il I all other
I things, and I any and all other powers which a copartnership
or natural p m could do an i ind « bich now n ij be
authorized bj
I \ |ii. i ii J authorized capital siock of thi i bundn d
million I rided into eleven million shares of the par value of
one hundred ' ' icfa total authorized capital stock, five million five
hundn to five hundred and fifty million dollai
[NCOBPOBATION AND ORGANIZATION OF CORPORATIONS.
be preferred stock, and five million five hundred thousand shares, amounting to five
hundred and tii'i\ million dollars, shall be common stock.
From time to' time, the preferred stock and the common stock may he increased
according to law. and may lie issued in such amounts and proportions as shall be
determined by the Board of Directors, and as may he permitted by law.
The holders of the preferred stock shall he entitled to receive when and as de-
clared, from ttie surplus or net profits of the corporation, yearly dividends at the
rate of seven per centum per annum, and no more, payable quarterly on dates lo be
fixed by the by-laws. The dividends on the preferred stock shall he cumulative, and
'shall lie payable before any dividend on the common stock shall be paid or set
apart ; so that, if in anv year dividends amounting to seven per cent shall not have
been paid thereon, tin' deficiency shall he payable before any dividends shall be
paid upon or set apart for the common stock.
Whenever all cumulative dividends on the preferred stock for all previous years
shall have been declared and shall have become payable, and the accrued quarterly
instalments fur the current year shall have been declared, and the Company shall
have paid such cumulative dividends for previous years, and such accrued quarterly
instalments, or shall have set aside from its surplus or net profits a snm sufficient
for the paymenl thereof, the Board of Directors may declare dividends on the com-
mon stock, payable then or thereafter, out of any remaining surplus or net profits.
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 en-
titled to he 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 ; and after the payment to the holders of the preferred stock of its par value,
and the unpaid accrued dividends thereon, the remaining assets and funds shall be
divided and paid to the holders of the common stock according to their respective
shares.
V. The names and post-office addresses of the incorporators, and the number ot
shares of stock for which severally and respectively we do hereby subscribe (the
aggregate of our said subscriptions being thousand dollars, is the amount of
capital stock with which the corporation will commence business), are as follows :
(Here follow the names and post-office addresses of each of the incorporators,
and the number of shares of stock subscribed for by each.)
VI. The duration of the corporation shall be perpetual.
V 1 1 . Tli,' number of Directors of the Company shall be fixed from time to time
by the by-laws; but the number, if fixed at more than three, shall be some multiple
of three." The Directors shall be classified with respect to the time for which they
shall severally hold office bv dividing them into three classes, each consisting of one-
third of the 'whole number of the Board of Directors. The Directors of the first
class shall be elected for a term of one year ; the Directors of the second class for a
term of two years ; and the Directors of the third class for a term of three years ;
and at each annual election the successors to the class of Directors whose terms shall
expire in that year shall be elected to hold office for the term of three years, so that
the term of office of one class of Directors shall expire in each year.
The number of the Directors may be increased as may be provided in the by-laws.
In ease' of anv increase of the number of the Directors the additional Directors
shall be elected as may be provided in the by-laws by the Directors or by the
stockholders at an annual or special meeting ; and one-third of their number shall
be elected for the then unexpired portion of the term of the Directors of the first
class, one-third of their number for the unexpired portion of the term of the Direc-
tors of the second class, and one-third of their number for the unexpired portion of
the term of the Directors of the third class, so that each class of Directors shall be
increased equally.
In case of any vacancy in any class of Directors through death, resignation, dis-
qualification or other cause, the remaining Directors, by affirmative vote ot a
majority of the Board of Directors, 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.
548
FORMS AND PRECEDENTS.
The Board of Directors sliall have power to hold their meetings outside of the
State of New Jersey at such places as from tune to time may be designated by the
by-laws or by resolution of the Board. The by-laws may prescribe the number of
Directors necessary to constitute a quorum of the Board of Directors, which /lumber
may b>' less (had a majority of the whole number of the Dire
Unless authorized by votes given in person or by proxy by stockholders holding
at leasl two-thirds of the capital stock of the corporation, which is represented and
voted upon in person or by proxy at a meeti d for that purp
at an annual meeting, the Board of Directors shall not mortgage or pledge any of its
real property, or anj shares of the capital stock of any other corporation ; but this
prohibition shall not be construed to apply to the i if any purchase-money
mortgage or any other purchase-money lien.
rized by the Act of the Legislature of the State of New Jers
March 22, 1901, amending the seventeenth section of the Act concerning Corpora-
tions I it vision of 1896), any action winch theretofore required the consent of the
3 of two-thirds of the stock at any meeting, after notice to them givi
d their consent in writing to be filed, may be taken upon the consent of, and
iseul given and filed by, the holders of two-thirds of the stuck of each class
represented at such meetiug in person or by proxy.
r elected or appointed by the Board of Directors may be removed at
ie by the affirmative vote of a majority of the whole Board of Directors.
Any other officer or employee of the Compauy may be removed at any time by
i of Directors* or by any committee or superior officer upon whom
noval may be conferred by the by-laws or by a vote of the
of Dire itors.
1 of Directors, by the affirmative vote of a majority ol the '
board, may appoinl from the D • : which a m
quorum; and, to such extent as shall be provided in the by-laws,
hall have and may exercise all or any of the powers of thi
f |) i rS] including power to cause the seal of the corporation to be affixed to
all papers that may require it.
. by the affirmative vote of a majontj ol the whole
maj appoint any other Standing Committei h Standing Committees
shall have' and ma 5U ch powers as shall be conferred or authorized by the
by-la ,
I Board D may appoint not only other officers ol the Company,
iresidents, one or more assistant treasurers, and
cretaries; and, to the extent provided in the by-laws, the ,
I respectively shall have and mas exercise all the powers ol thepresi-
r. and of the secretary respectively.
I Board of D ball have power from time to time I
the amount of the working capital of the I
am l ,|, ition of any surplus or net profits ovi
paid in; and ill its discretion th
irplus or accumulated profits in purch quiruig its bonds
,/ r ',,;,„ Ms own capital icli extent and m such
Buchternu D ill deem ex
share. [Uired may be r
retired for the purr*
, >, ,
l
and nude,
I
I
■
by the
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
stockholders at any annual meeting, or at any special meeting, provided notice of
such proposed alteration or repeal be included in the notice of tin- meeting.
/ ■ Witness JTAereof, we have hereunto set our hands and seals the 23d day of
February, 1901.
(Signatures of Incorporators.)
CERTIFICATE OF INCORPORATION
OF
Auditing Company (New Jersey Charter).
Article 1. The corporate name is :
Article 2. The objects of the corporation are :
Tn open, take charge of, maintain, keep, institute, examine, audit, certify to, and
guarantee the correctness of the books and accounts of all persons, firms, part-
nerships, corporations, banks, trust estates, trust companies, Building and Loan
Associations, beneficial associations, and all other natural or corporate beings
whatsoever.
To furnish all persons, firms, partnerships, and corporations with complete and
modem system or systems of auditing and accounting, and to act as controller or
auditor thereof, and to issue certificates of efficiency to accountants.
To act as a collecting agency for its patrons, take assignments of claims against
debtors of its patrons and others, and sue thereon in its own name, if not pro-
hibited, to act. as mercantile agency, to investigate and recommend persons desirous
of doing business with its patrons and others, and to issue certificates as to the
responsibility of persons, firms, partnerships, and corporations.
To make and keep, by means of photography or otherwise, complete and accu-
rate copies or records of the books and accounts of all persons, firms, partnerships,
corporations, trust estates, Building and Loan Associations, beneficial associations,
municipalities, and the records of all other natural or corporate beings whatsoever.
Said corporation shall indemnify and save harmless its patrons from any and all
costs or expenses, loss or damage, arising out of any error committed by said cor-
poration or its agents in the duties aforesaid, and said corporation hereby expressly
waives all rights to any benefits of any statute of limitation now in force or herein-
after to be enacted.
As subsidiary objects and powers the corporation may
Manufacture, purchase, or otherwise acquire, goods, wares, merchandise, and
personal property of every class and description, and hold, own, mortgage, sell, or
otherwise dispose of, trade, deal in, and deal with the same.
Acquire ami undertake the good will, property, rights, franchises, and assets of
every kind and the liabilities of any person, linn, partnership, or corporation, either
partly or wholly, and pay for the same in cash, stock, or bonds of the corporation
or otherwise.
Enter into, make, perform, and carry out contracts of every kind and for any
lawful purpose with any person, firm, association, or corporation.
Borrow or raise money without limit as to amount by the issue of, or upon war-
rant-, bonds, debentures, and other negotiable or transferable instruments or
otherwise.
Hold, purchase, or otherwise acquire, sell, assign, transfer, mortgage, pledge, or
otherwise dispose of shares of the capital stock, bonds, debentures, or other evi-
of indebtedness created by any other corporation or corporations, and while
the owner thereof exercise all the rights and privileges of ownership, including the
right to vole thereon.
To apply for, purchase, or otherwise acquire, and to hold, own, use, operate,
and to sell, assign, or to otherwise dispose of; to grant licenses in respect of, or to
otherwise turn tn account any and all inventions, improvements, processes, and
trade marks used in connection with, or secured under, letters patent or copyright
of the United 3 of America, or elsewhere or otherwise, and with a view to the
550
FORMS AND PRECEDENTS.
■working and development of the same, to carry on any business, whether manufac-
turing or otherwise, which the corporation may think calculated directly or indi-
rectly to effectuate these obj
Conduct business in any of the States, Territories, colonies, or dependencies of
the United States, in the District of Columbia, and in any and all foreign countries;
to have one or more offices therein, and to bold, purchase, and convey and m<
real and personal property without limit as to amount therein, but always subject lo
the laws thereof.
Remunerate any person or corporation for services reudered, or to lie rendered
in placing or assisting to place or guaranteeing the placing of any of I
the capital stock of the corporal ion, or any debentures or oilier securities of the
corporation, or in, or about the formation or promotion of the corporation, or in
the conduct of its bus uess.
Subject to the provisions of law, purchase, bold, and reissue the shares of i:s
capital stock.
Do any and all the things herein set forth to the same extent as natural persons
might or could do, and in any part of the world.
la general, the corporation may carry on any other business in connection with
the foregoing, whether manufacturing or otherwise, and have and exercise all the
powers conferred by the laws of New Jersey upon corporations formed under the
act hereinafter referred to; it being hereby expressly provided that tl
enumeration of specific powers shall not be held to limit or restrict in any manner
the general powers of the corporation.
Amicus 3. The corporation shall be authorized to issue capital -
exin,t of two hundred thousand dollars ($200,000), divided into two thousand
shares of the par value of one hundred dollars ($100
AJLTICLK -i. In furtherance and not ia limitation of the powers Conferred by
statute, the Board of Directors are expressly authorized:
To hold their meetings, to have one or more offices, and to keep I
the Company within or withoul the State of New Jersey, at Bucb may be
from time to tine 1 by them; bat the Company shall always ke<
principal and regis in New Jersey, a transfer book in which the transfers
of stock can be made, entered, and registered, and also a book containing the
itockholders, and the number of shares held by them i
lively, which shall be at all times during the business hours open to the inspection
of the stockholders in pen
letermine from time to time whether, and, if allowed, tinder what cond
and regulations the accounts and lio-.ks of tin' Company (other than tie- sioek and
transfer books) or aav of them shall be open to the inspection of the stockholders,
and the stockholders'' rights in this respeel are, and shall be restricted or limited
'rake, alter, amend, rescind the liv-laws of the Company, to fix the at
to be reserved as working capital, to tix the times for the declaration and puymeut
of dividend., to autho.be and cause to be executed mortgages aud In as upon the
; property of the Company, provided always that the majority Ol
Board concur therein.
,1 by a majority vote of the whole Board, under suitable
provision of the b designate two or more of their numb
, „mittcc shall for the lime hen,
,.■ iii the h I "'I l»e I'
,ra which m ted in the in
•era which may require it.
Win.' the e,,ns,,„ ii
holdersof the m
ir duly call
,f the Com
of the wholi ''•
The Company may apply and use its suij
551
[INCORPORATION AND ORGANIZATION OF CORPORATIONS.
tin- purchase or acquisition of property, and to the acquisition ami purchase of its
own capital stock from time to time, to such extent and in such manner, and upon
such terms as its Board of Directors mav determine; and neither the property nor
capital stock so purchased or acquired shall he regarded as profits lor (lie purpose
of declaration or payment of dividends, unless otherwise determined by a majority
of the Board of Directors.
The corporation reserves the right to amend, alter, or repeal any provision con-
tained in this certificate of incorporation, in the manner now or hereafter prescribed
li\ statute, and all rights conferred to stockholders arc granted subject to this
reservation.
All disputes between members of the corporation, or between it and its patrons,
shall be settled by arbitration; the party claimant- delivering personally or by
United States mail to the party defendant at his home or place of business, the claim
verified by affidavit, to which claim the party defendant shall have sixty days to
reply. The party claimant may then appoint an arbitrator, giving written notice
thereof to the party defendant, who shall within ten days appoint the second arbitra-
tor, or the first arbitrator shall then make such appointment, both of said arbitrators
to be versed in the subject matter of dispute ; said two arbitrators shall then appoint
the third who shall be Learned in the law and shall preside over the Board, whose
hearings shall be held at. such time and place as may be fixed by the Board. Upon
due notice, the parties shall submit in writing to said arbitrators all the facts verified
by affidavit, and may be heard by counsel. The decision of said arbitrators, or a
majority of them, shall be final and conclusive and without appeal. If the award is
not settled or complied with within twenty days, the successful party, if the award
is for money, may file the same in the Court having jurisdiction and proceed to ex-
ecution and sale in the usual course for the enforcement of said award ; or, in case
the award is in equity, the successful party may file a bill reciting only these pro-
ceedings and the award, and praying for the aid of said Court to enforce compliance
therewith.
Article 5. (Clause designating office and agent in New Jersey.)
In accordance with an 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, for the purpose of forming a corporation of un-
limited duration to do business within and without the State of New Jersey, the
undersigned do respectively subscribe for the capital stock with which the corpora-
tion will begin business, and do agree to take the number of shares set opposite
our names, and have accordingly signed this certificate and affixed our seals thereto.
No. of Shares
Name. taken by each Subscriber. Amount
CERTIFICATE OF INCORPORATION
OF
Brokerage Company (New York Charter).
"We, the undersigned, being all persons of full age, all being citizens of the
United States and all residents of the State of New York, desiring to form a Stock
Corporation pursuant to the provisions of the Business Corporations Law of the
State of New York, do hereby make, sign, acknowledge, and file this certificate for
that purpose as follows.
Name.
First. The name of the proposed corporation is :
Objects.
Second. The purposes for which it is formed are to buy, sell, negotiate, exchange
pledge, trade, and deal in and with shares, stocks, debentures, scrip, bonds, and se-
5 5 -
FORMS AND PRECEDENTS.
curities of any government, State, or public or private corporation, or any corporate
body; to trade and deal in and with real estate, mines, metals, minerals, a
cotton, grain, produce, or other commodities; to invest in any or either of the fore-
going, and from time to time to change the investments of the Company; to mort-
ledge, or otherwise charge all or any part of the investments of the Company
or its property ami rights ; to make advances on, sell, or dispose of any property Or
investments; or to act as agent, factor, or broker for any or either of 'the corporate
purposes; to purchase or otherwise acquire the capital stock, shares, debentures,
scrip, bonds, or other evidences of indebtedness of any other corporation, and to issue
and exchange its own stock, shares, bonds, debentures, scrip, or other evidences
of indebteaness in payment therefor, and whi all the
rights of ownership, including the power to vote upon such stock or snares ; to pur-
chase, receive, hold, and own mortgages, debentures, shares, ami other securities or
obligations of any public, private, or municipal corporation, or bonds or other securi-
ties or obligations of the Government of the Oniti I S Si ite, district,
territory, c ilony, or dependency of the United States or of any foreigu country, State,
or colony ; to collect and receive, disburse and dispose, of all interest, dividends, ac-
cumulations, earnings, and income from, upon, or on account of any bonds, deben-
tures, stocks, shares, Securities, Contracts, evidences of debt, obligations, or other
property held or owned by the corporation thereto; to do any and all lawful acts
tending to increase or enhance t he value of the property of the Company ; 1
stock, shares, bonds, debentures, certificates, scrip, or other corporate obligations, ami
to secure the payment thereof by mortgage, pledge, or deed of trust, of or upon the
whole or auj portion of the corporate property or funds ; to sell, pledge, orot her wise
dispose of bonds, debentures, or other corporate obligations for proper and law
is and when the Board of Directors shal
or expedient ; to promote the corporate business of investment and dealing in secur-
ities in all lawful ways; and to receive, collect, transmit, pay out, and disburse funds
in the course of its business; and to the extent authorized bj law to lease, pur-
ir otherwise acquire, hold, use, sell, trade, and deal in and u ith, assign, pledge,
mortgage, transfer, and convevreal and personal property of auj name or nature, ex-
: lii IK of exchange, gold or si her bullion ; to deal in foreign exchange, to issue
and accept drafts and bills of exchange ; to issue promissory notes, scrip, drafts,
acceptances, or other corporate obligations, and negotiate the same.
Generally to purchase, take on lease or in exchange, hire, or otherwise acquire
any real or personal property, and any rights or privileges which the Company may
deem useful, necessary, desirable, proper, or convenient for the purposes of its
business or in the development or extension th<
A.MOUNT "i CAPITAl Stock.
Third. The amount of capital stock is dollai (J i- The amount
pita] with which ths Company will begin busiiie- dob
NtJMBI a 01 Si ■ •
'// The number of shares of which the aforesaid capital "-hall consist
j. the par valui each.
preferred stock, ami • i thereof shall be common I
stock shall be .milled, in preference to the comn nulative dii
per cent | : '
I not be pa en all divid :
titled at full rate to date d both
tock shall share equally in
oftheCompanj
' per cent upon the common stock. B
offset I "I 1 "" thi
h dl be tie
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
distribution of assets other than profits shall be paid, as far as the same will go,
firsl upon the preferred stock to the amount thereof, and its per cent cu-
mulative dividends thai are unpaid if any, less the amount paid thereon, in any previ-
ous distribution of such assets ; next upon the common stock to the amount of the
par thereon, less the amount, if any, paid thereon in any previous distribution of
such assets, and then upon the two elasses of stock equally per share.
Principal Office.
Fifth. The principal office of this Corporation is to be located in the Borough
of Manhattan, in the City, County, and State of New York.
Duration.
Sixth. Its duration is to be perpetual.
Number of Directors.
Seventh. The number of its Directors is to be
Directors for tiie First Year.
Eighth. The names and post-office addresses of its Directors for the first year
are as follows :
Names. Post-Office Addresses.
Subscribers to Capital Stock.
Ninth. The names and post-office addresses of the subscribers, and the number
of shares which each agrees to take in the corporation are as follows :
Tenth. The Directors need not be stockholders of the corporation. A majority
of the stockholders shall be necessary to constitute a quorum for the transaction of
business at any meeting of the Board, but a less number may adjourn such meeting.
All Directors shall hold office until the election of their successors, and Directors
shall not be subject to removal during their respective terms.
Vacancies in the Board of Directors may be filled by the remaining Directors,
provided there is present at the meeting at which such vacancy is filled a majority
of the full Board of Directors as authorized by the certificate of incorporation.
The Directors may hold their meetings, have an office, and keep the books of the
corporation, except the stock book, outside the State of New York.
The Board of Directors by the affirmative vote of a majority of the whole Board
may appoint an Executive Committee of three members of the Board, of whom a
majority shall constitute a quorum. Such Executive Committee shall have any and
all powers of the full Board of Directors which may be lawfully delegated. The
term of office of each member of such Committee shall continue until the expiration
of his term as Director and until his successor shall be elected : vacancies in this
committee shall be filled by the Board of Directors.
By-laws may be made by the Board of Directors except as otherwise provided
by law, and may be altered in such manner as may be therein provided.
Stockholders shall have no right except as conferred by statute or by the by-laws
of the corporation to inspect any books, papers, or accounts of the corporation. The
transfer books of the corporation may be closed by order of the Board of Directors
or the Executive Committee for thirty days or any shorter time, before any meeting
of the stockholders and until the day after the final adjournment of such meeting.
In Witness Whereof, we have made, signed, acknowledged, and filed this certificate,
Dated, February , 190 .
554
FORMS AND PRFXEDENT3.
CERTIFICATE OF INCORPORATION.
Trust and Investment Company (Delaware Charter).
This is to Certify, that the undersigned do hereby associate themselves to
establish a corporation under and by virtue of the provisions of an Act of the
General Assembly of the State of Delaware, entitled "An Act Providing a General
Corporation Law," and do severally agree to take the number of shares of capital
stock as hereinafter stated, aud that
First.
The name of the corporation is Company.
Second.
The principal office or place of business of the corporation in the State of Dela-
ware is to be located in the City of Wilmington, New Castle County, and said
office is to be registered with
Third.
The nature of the business and the objects aud purposes proposed to be trans-
acted, promoted, or carried on by the corporation arc as follows :
To carry on a banking and trusl company business, and in connection there-
with to discouni lulls, uotes, and other evidences of indebtedness; to receive and pay
out, wiih or withoul interest, or receive on special deposil mouey, bull
foreign :s, bonds, or other securities; to buy and sell foreign and domes-
i and silver bullion, foreign coins, bonds, stuck, bills of exchange,
notes, and other negotiable paper; ami to lend money on personal security 1 i
act as trustee lor individuals and corporations.
To carry on aud undertake any business, undertaking, transaction, or operation
commonly carried on or undertaken by capitalists, promoters, financiers, contrac-
tors, merchants, commission men and agents, and in the course of such business tu
draw, accept, endorse, acquire, and sell all or any negotiable or transferable instru-
ments and securities, including debentures, bonds, notes, and lulls of exchange.
] , Mission, subscribe for, acquire, hold, sell, exchange, and deal m
ads, obligations, or securities of any public or private corporation,
government, or municipality, and the C pany shall have express power to bold,
purcha rwise acauire, to sell, assign, transfer, mortgage, pledge, or other-
wise ( | of the capital stock, bonds, debentures, or other evidences ol
ted by any other corporation or corporations, and while the
thereof to exercise all the rights and privileges of ownership, including the
righl tu vote thereon.
I form, promote, and assist financially or otherwise companies, synd
partnerships, and associations of all kinds, ami to uarantee in connection
rwise for the payment of money, or for the pcrforn
obligation or undertaking. 'I'" acquire, improve, manage, work, dcv<
;il l r i_ n | f, turn t.. accounl mid other-
wise deal with ' '" particular I as ami
under! I -' rllt ''"' persons, line
I [uire, t<. bold, own, i
■
railroa I i bonds, m
evidences of indebl
description whal
Bame ' other purpose connected with anj ol tin ;
powers; to prom
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
prises, railroads, mines, real estate companies, banking institutions, and all busi-
nessi - or enterprises of any character, and to own and operate or finance the same ;
to aid in anj manner any corporation or enterprise in which the Company is
interested; to endorse, underwrite, or guarantee stock, securities, or undertaking
of am corporation or persons.
To raise money by the issue of shares or otherwise, and to invest the moneys so
raised in the purchase of, or otherwise to acquire and hold any of the investments
following, thai is to say, any stocks, bonds, debentures, shares, scrip, or securities
issued, or having any guarantee by any government, municipality, trust, local
authority, or other body, incorporated or unincorporated, public or private, of the
United States, or in any country or State under the protection of the United States,
or any stock, bonds, debentures, shares, scrip, or securities issued or having any
guarantee by any corporation or company incorporated, constituted or carrying on
business in the United Slates or elsewhere.
To borrow or raise money by the issue or sale of any bonds, mortgages, deben-
tures, or debenture stock of the Company, and to invest any money so raised in any
such investments as aforesaid.
To acquire any such investments as aforesaid by original subscription, under-
writing, participation in syndicates or otherwise, and whether or not fully paid up,
and to make payments thereon as called for, or in advance of calls or otherwise,
and to underwrite or subscribe for the same conditionally or otherwise, and either
with a view to investment or for re-sale or otherwise, and to vary the investments
of the Company, and generally to sell, exchange, or otherwise dispose of, deal with,
and turn to account any of the assets of the Company.
To negotiate loans, to offer for public subscription, or otherwise aid or assist in
placing any such investments as aforesaid ; to give any guarantee in relation to any
such investments issued by or acquired through the Company or otherwise.
To offer for public subscription any shares or stock in the capital of, or deben-
tures or debenture stock or other securities of, or otherwise to establish or promote,
or concur in establishing or promoting, any company, association, undertaking, or
public or private body.
To guarantee the payment of dividends or interest on any stock shares, deben-
tures, or other securities issued by, or any other contract or obligation of any such
company, association, undertaking, or public or private body.
To purchase, lease, hire, or otherwise acquire real and personal property, im-
f)roved and unimproved, of every kind and description, and to sell, dispose of,
ease, convey, and mortgage said property, or any part thereof; to acquire, hold,
lease, manage, operate, develop, control, build, erect, maintain for the purposes of
said Company, construct, reconstruct, or purchase either directly or through
ownership of stock in any corporation, any lands, buildings, offices, stores, ware-
houses, mills, shops, factories, plants, gas houses, machinery, rights, easements,
permits, privileges, franchises, and licenses, and all other things which may at any
time be necessary or convenient in the judgment of the Board of Directors for the
Eurposes of the Company. To sell, lease, hire, or otherwise dispose of the lands,
nildings, or other property of the Company or any part thereof.
To hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage,
pledge, or otherwise dispose of shares of the capital stock and bonds, debentures, or
other evidences of indebtedness created by other corporation or corporations, and
while the holder thereof, to exercise all" the rights and privileges of ownership,
including the right to vote thereon.
To conduct its business, and have one or more offices, and unlimitedly and
restriction to hold, purchase, lease, mortgage, and convey real and personal
property i n or out of this State, and in such place and places in the several States,
Territories, colonial possessions, or territorial acquisitions of the United States, as
shall from time to time be found necessary and convenient for the purposes of the
Companv's business.
]/} General, to carry on any other business in connection therewith, whether
manufacturing or otherwise, and with all the powers conferred by the laws of
Delaware under the act hereinbefore referred to.
556
FORMS AND PRECEDENTS.
It is the intention that the objects specified in the third paragraph shall, except
where otherwise expressed in said paragraph, be nowise limited or restricted by
reference to or inference from the terms of any other clause or paragraph in this
charter, but that the objects specified in each of the clauses of this paragraph shall
be regarded as independent objects.
Fourth.
The amount of the total authorized capital stock of the corporation is
dollars (8 ). divided into shares of the par value of dollars
each. The amount of capital with which the corporation will begin business is
dollars.
fth.
The names and places of residence of the original subscribers to the capital stock
are :
Names. Residences. No. of Shares.
Sixth.
The corporation shall have perpetual existence.
s nth.
The private property of the stockholders shall not be subject to corporate debts.
Eighth.
The officers and persons by whom the affairs of the corporation are to bi
ducted are its Directors, wh through a President, Vice-President, Secre-
i'| Treasurer, and such assistants to them and subordinate officers, agents, ami
employes as may be selected pursuanl to the by-laws of the corporation, the n i«
tion of said Directors, or authority given by them.
Directors shall be elected at the principal office or place of business of thi I
pany at the annual election to be held by the stockholders on the first
m in each year between the hours of A M and P.M.
Ninth.
The Board of Directors shall have power without the assenl or vote of the
stockholder alter, amend, and repeal the by-laws of this corporation,
thorize aud \ - v - and hens upon the real and
al property of tins corporation.
Th. D hall, from time to time, determine whether and to what i
and at wha: I under what conditions th. nd I ks of
!■ anj of them shall be open to the ilisp.etl. I' tin' >-t.. ek holders;
and no stockholder shall bave anj righl to inspect any account or book
aferred by statute or authorized bj I ir bj a
•ion of the Btockbold
I D hall have power to hold their li-
the corporation (excepl the stock and transfer books) outside ol
places as i >■ be from time to time designated by th.
I ndud its business m the S
•! of Columbia, tie' 'I
id may hat I
nit of
'
hand-, ai da. , L90 •
!
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
CERTIFICATE OF INCORPORATION
OF
Oil Company (South Dakota Charter).
Know all Men by THESE Presents : That we, the undersigned,
, for ourselves, our associates and successors, have associated
ourselves together for the purpose of forming a corporation under and by virtue of
the statutes and laws of the State of South Dakota, and we do hereby certify and
declare as follows, to wit :
First.
The name of this corporation shall be :
Second.
The purposes for which and for each of which the corporation is formed are as
follows :
To purchase or otherwise acquire in the State of and other parts of
the world, lands containing or believed to contain petroleum and other oil springs
or deposits.
To carry on the business of producing, refining, storing, supplying, and distribu-
ting petroleum products in all its branches ; also to refine, store, and sell vegetable
oils and animal oils. To construct, purchase, lease, operate, and maintain pipe-
lines and tanks for the distribution and storage of oil.
To purchase, sell, exchange, lease, or otherwise acquire real or personal property
of all kinds in the United States of America or elsewhere, and in particular lands,
oil wells, refineries, mines, mining rights, minerals, or buildings, machinery,
plants, stores, licenses, concessions, rights of way, light or water, and any rights or
privileges which may seem to the Directors convenient with reference to the busi-
ness of the Company, and, whether for the purpose of re-sale, realization, or other-
wise, to manage, develop, lease, mortgage, or otherwise deal with the whole or any
part of such property or rights.
To prospect, explore, develop, maintain, and carry on all or any lands, wells,
mines, or mining rights, minerals, ores, works, or other properties from time to
time in the possession of the Company in any manner deemed desirable ; to erect
all necessary or convenient refineries, mills, works, machinery, laboratories, work-
shops, dwelling houses for workmen and others, and other buildings, works, and
appliances, and to aid in or subscribe towards or subsidize any such objects.
To clear, manage, farm, cultivate, plant, and otherwise explore, work, or improve
any land which or any interest in which may belong to the Company ; and to deal
with or otherwise turn to account any farm or other products of any such land.
To construct, maintain, alter, make, acquire, charter, lease, hire, or work private
railways, tramways, wagons, private telegraph lines, telephones, steamers, ships,
pipe lines, docks, reservoirs, wells, aqueducts, works, private roads, streets, hotels,
dwelling houses, factories, shops, stores, gas works, pier barges, boats, wharves,
and other works, plants, or machinery of every description ; and to contribute to
the cost of making, providing, carrying on, and working the same ; to enter into
contracts or arrangements with any municipal or other body, corporation, company,
or person, as to interchange of traffic, running powers, joint works, or otherwise
that may seem to be expedient.
To carry on business as merchants, refiners, warehousemen, chemists, store-
keepers, carriers, shipowners, builders, or contractors in the United States of
America or elsewhere, and any other business that may seem directly or indirectly
conducive to the development of any property of the Company or any property in
which it is interested, or to benefit the Company ; to acquire by grant, purchase, or
otherwise, concessions of any property or privileges from any government or from
any authority, supreme, municipal, or otherwise, and to perform and fulfil the
conditions thereof.
558
FORMS AND PRECEDENTS.
To apply for, obtain, purchase, or otherwise acquire any patents, brevets, inven-
tions, licenses, concessions, and the like in the United States of America
where, conferring an exclusive or non-exclusive or limited right to use. or any
secret or other information as to any invention or proe - >r otherwise, that
seem capable of being used for any of the purposes of the Company, or the
acquisition of which may seem calculated directly or indirectly to benefit tl
pany, and to use, exercise, develop, granl licenses in respect of, or otherwise turn to
account the property, rights, and information so acquired, with a view to the work-
ing and development of the same, and to carry on such business, whether manu-
facturing or otherwise, as may seem calculated directly or indirectly to effei
these objects, provided thai none of the powers enumerated above shall be construed
as authorizing the Company to entire in any business that comes within the
provisions of special statutes in South Dakota.
To hold, purchase, or otherwise acquire, to sell, assign, transfer, mori
pledge, or otherwise dispose of shares of the capital stock and bond-, debent
other evidences of indebtedness created by any corporation or corporations, and
while the holder thereof to exercise all the rights and privileges of ownership,
including the right to vote thereon.
To have one office, to carry on all or any part of its operations and business, and
unlimitedly and without restriction, except as limited by law. to hold, purchase,
mortgage, lease, and convey real and personal property, and to conduct its busi-
or Territory of the United States and in any foreign country or
place, but subject always to the laws thereof.
Thirl.
The place where the principal business of this corporation shall be transacted is
in the City of , State of South Dakota; but the corporation maj have an
office without this Stale at the City of ; and any meetings of directors,
incorporators, or stockholders of this Company may In- held at either of said offices
or places of business ; and the books of this corporation may be kept at either of
said offices or places of business; and any incorporator or stockholder entitled to
tie present and to vote at any organization or stockholders' meeting, maj lie
represented and vote at such meeting by proxy in writing.
The domiciliary office of this corporation shall be at the office of the
in the aforesaid City of , S nth Dakota.
/' /•///.
The term for which this corporation -hall exist shall he twenty yean with such
right of renewal for other and >i milrir pi iw or hereafter lie permitted
.ota.
/ /•//,
The number of Directors 'if this corporation shall be
shall hold at least one share of stock. The names and of the Dii
win) a: year or until tl
follows :
Nan Re« I
Sixth.
The amount of the capital stock of tl I La
), divided into
/ . we have i tbii 4
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
ARTICLES OF INCORPORATION
Minim, Company (Nevada. Chartkk).
Iw.'u mi Mi\ nv these Peesents: That we, the undersigned, have this
(lav voluntarily associated ourselves together for the purpose of funning- a corpora-
tion under the laws of the State of Nevada. And we hereby certify:
First,
The name of this corporation is Company.
Second.
The location of the principal office of this corporation in the State of Nevada is
at of , in the City of , County of , State of
Nevada.
Third.
The objects for which this corporation is formed are :
To purchase, Locate, take on lease, or otherwise acquire any mines, mining rights,
and lands in any pari of the United States, and any interest therein, and to operate,
work, and develop the same. Also to mine, mill, reduce, smelt, and prepare for
market gold, silver, copper, and other ores, minerals, and metallic compounds.
Also to carry on quartz, placer, and lode mining of all kinds and descriptions.
To construct, purchase, or otherwise acquire, maintain, and operate flumes,
water works, and irrigation ditches for mining purposes. Also to purchase, con-
struct, lease, operate, and maintain electric light and power plants, buildings,
constructions, machinery, appliances, and equipments; to purchase, construct,
lease, operate, and maintain private tramways, private railways, aud private
roadways.
To buy, sell, and generally deal in, store, carry, and transport all kinds of goods,
wares, and merchandise, provisions, and supplies.
To acquire by discovery, lease, license, bond, option, purchase, franchise, gift,
devise, conveyance, agreement, or otherwise, and to hold, possess, enjoy, develop,
and operate placer, quartz, or lode gold, silver, or other mines, and tunnels and
tunnelling and mining property, and any right, title, or interest therein, as also such
lands, mills, mill sites, tunnel sites, buildings, fixtures, dump and dump rights,
flumes, pipes, and pipe lines, as may be deemed by the Directors for the time being
to be necessary or proper for the proper working, development, exploration, or
enjoyment of the Company's properties.
Also to treat or reduce ores or minerals, to receive, ship, or transport ores,
minerals, or supplies to or from any part of the workings upon the Company's
property, or for the accomplishment of any other purpose for which the Company
is formed.
To hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage,
pledge, or otherwise dispose of shares of the capital stock, and bonds, debentures,
or other evidences of indebtedness created by other corporation or corporations,
and while the holder thereof to exercise all the rights and privileges of ownership,
including the righl to vote thereon.
To conduct its business and have one or more offices, and unlimitedly and with-
out restriction to purchase, hold, lease, mortgage, and convey real and personal
property in or out of this State, and in such place or places in the several States
and Territories of the United States, colonial possessions, or territorial acquisitions
of tin- United States, and in foreign countries, as shall from time to time be found
necessary and convenient for the purposes of the Company's business.
The Directors shall have the power to appoint three of their number as an
Executive Committee. Such Executive Committee when so appointed shall have
aud exercise all the powers of the full Board of Directors. The Directors shall
560
FORMS AND PRECEDENTS.
have power to adopt, repeal, or amend by-laws without referring the same to the
stockholders for approval or rejection.
Fourth.
The total authorized capital stock of this corporation shall be dollars,
divided into shares of the par value of dollars each.
The amount of authorized stuck subscribed and paid up is dollars.
The capital stock shall be common stock, and the terms upon which such stuck is
created is that it shall be issued for property to the full par value thereof, and such
stock shall be issued as fully paid up, and 'the capital .stock of this corporation,
after its full par value has been fully paid up, or which has been issued as fully
paid, shall not be subject to assessment to pay debts of the corporation.
Fifth.
The names and post-office addresses and residences of each of the original
subscribers to the capital stock of this corporation, and the amount subscribed bj
each are as follows :
Name. P. 0. Address No. of Shares. Amount
and Residence. Subscribed.
Sixth.
The period of existence of this corporation is unlimited.
Seventh.
The members of the governing board of this corporation shall be Btyled Direc-
tors, aud shall be in number.
In Witness Whereof, we have hereunto set our bands this day of
190 .
CERTIFICATE OF INCORPORATION
OF
Coal Company (West Vieginla Charter).
I. We, the undersigned, agree to become a corporation by the name of
Company. . ...
I I The principal place of business and duel works oi -aid corporation BD
■, ,| in the countj oi . 8tate ol . ...
III The Objects and purposes for which Bald corporation is formed arc as
i~«jl!' • • , i i i
I or otherwise acquire, and to own, develop, ami mine.
caanel bitumi is, and other coal in tin- Btat and elsewhere, and to pur-
bold, and sell surface land- and other real estate nccessan in, or inci-
dent to laid business, and to buy, Bell, import, export, and generally rfi
bituminous, and othercoal in said State ol and elsewhere in the I tuted
or in any foreign coui
Xo purch I acquire, Construct, maintain, ami op.
export illy deal in t lanjaud i
bitumin mdlopun
I other building
I i. m inercl i ;
nledee or other* k •'""' , "'
other.
561
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
while the holder thereof, to exercise all the rights and privileges of ownership,
including the righl to vote thereon.
I' > conduct its said business and have one or more offices, and unlimitcdly and
without restriction to purchase, hold, lease, mortgage, and oouvev real and personal
property in or cut of said Stale of , and in such place and places in the sev-
ites ami Territories of the United States, its colonial possessions or territorial
acquisitions, and in foreign countries, as shall from time to time be found necessary
and convenient for the purposes of the business of said corporation.
i\ . The amount of the total authorized capital stock of said corporation shall
be dollars (S ), which shall be divided into shares of
the par value of dollars each ; of which authorized capital stock the
amount of dollars has been subscribed, and the amount of dollars
ha> been paid.
V. The names and post-office addresses of all the incorporators and the number
of shares of stock subscribed for by each are as follows :
Names. Post-Office Addresses. No. of Shares.
VI. Said corporation is to expire on the day of
Given under our hands this day of , A. D. 190 .
CERTIFICATE OF INCORPORATION
Transportation Company (Arizona Charter).
Tins is to Certify that we, , have this day associated ourselves
together for the purpose of forming a corporation under the laws of Arizona, and
for that purpose do adopt the following charter:
First. The name of this corporation is the Company.
Second. This Company shall keep a local office at , Arizona, and may
keep other principal offices and places of business at , State of ,
and at such other places and in such States as the Board of Directors may estab-
lish, at which place or places all incorporators', stockholders', and Directors' meet-
lav l)i' held, and all corporate business be transacted.
Third. The amount of the capital stock of this corporation shall be $ ,
divided into shares of the par value of § each, and said capital
stock shall be paid at such time as the Board of Directors may designate, in money,
property, labor, good will, or any other valuable right or thing.
Fourth. The objects for which this corporation is formed are, as principals,
agents, or otherwise, to do in any part of the world any and every of the things
herein set forth to the same extent as natural persons might or could do, and in
furtherance and not in limitation of the general powers conferred by laws of
Arizona, it is hereby expressly provided that the corporation shall have the follow-
ing powers :
(a) To manufacture, purchase, or otherwise acquire, and to hold, own, mortgage,
pledge, and to sell, assign, or otherwise dispose of, to invest, trade, deal in, or deal
with goods, wares, merchandise, and property of every class and description.
('/) To apply for, purchase, or otherwise acquire, and to hold, own, use,
operate, and to sell, assign, or otherwise dispose of, to grant licenses in respect of,
or otherwise turn to account any or all inventions, improvements, formulae, and
processes used in connection with or secured under Letters Patent, Copy Rights, or
Trade Marks of the United States, or elsewhere, or otherwise, and with a view to
developing the same, to carry on any other business, whether manufacturing or
otherwise, which the corporation may think calculated directly or indirectly to
iiate these objects.
(>) To purchase or otherwise acquire, and to hold, sell, assign, transfer, mort-
gage, pledge, or otherwise dispose of, the shares of capital stock or other evi-
dence of indebtedness created by other corporation or corporations, and while the
562
FORMS AND PRECEDENTS.
holders of such stock, to exercise all the rights and privileges of ownership, includ-
ing the right to vote thereon.
(V) Generally to purchase, take on lease or in exchange, hire, or otherwise
acquire, any real and personal property, and any rights, privileges, or franchises
which the corporation may think necessary or convenient for the purpose of its
business, and, in full, to do any or all things in any part of the world not pro-
hibited by the laws of Arizona.
(e) To coustruct, hire, purchase, and operate steamboats and other vessels of
any class, and especially the construction of steamboat hulls and barges alter and
upon the plans of the" new method i ; composite construction; to
establish and maintain lines or regular services of si lainboats or other vessels oil
the River and its tributaries; and generally to carry on the business of
shipowners, and to enter into contracts for the carriage of mails, passengers, goods,
and merchandise by any means, either by its own vessels, railways, and conveyances,
or by or over the vessels, conveyances, and railways of others ; to insure against loss
by fire, flood, or other calamity, the cargo carried or transported upon the Com-
pany's steamboats or other vessels; to coustruct, purchase, take on lease, or
otherwise acquire and work any railway wharf, pier, dock, building, or works
capable of being advantageously used in connection with the business of the
Company as a shipping company, and in connection with any of the objects aforesaid,
to carry on the business of a railway company, railway contractors, ship builders,
engineers, manufacturers of machinery and car builders; to acquire concessions or
for the establishment and working of lines of steamboats and ol lier i
between any ports of the world, or for the formation or working of :my railway,
wharf, pier, dock, or other works, or for the working of any public conveyance.
(/") To build, make, operate, maintain, buy. sell, deal in and with. own. lease,
. and otherwise dispose of steamboats and vessels of every nature and kiud
ter with all mate-rials, articles, tools, machinery and appliances
cut "ring into, or suitable and convenient for the construction or equipment thereof,
» nes, boilers, machinery and appurtenances of all kinds, and
apparel, and furniture of all kinds; the transportation of goods, merchan-
dise, and passengers upon land or water, building, repairing and designing houses,
structures, vessels, ships, boats, wharves, docks, dry docks, railroads, enu r in<'s. ears,
.ad all other equipment; constructing, maintaining, and operating rail-
roads; to build, construct, repair, maintain, and operate water, gas, and electrical
tunnels, bridges, via I lis, wharves, piers, and like works of internal
improvement or public use or utility; to own, operate, and maintain Bteamboal
liic-s, vessel lines, or other lines of transportation.
I carry on the business of cold storage ami warehousing and all the
ily or impliedly incidental thereto-, and to further i-.ivvy on tin?
genera] warehousing in all its several branches; to struct, hire,
. and maintain any conveyances for the transportation in cold
or otherwise, by laud or by water, of any and all products, goods, or inanu-
certificates and warrants, negotiable or otherwise, to
with tin- Company, and to make advai ces or loans upon
..irit v of or Otherwise; to manufacture, sell, and trade mall
• it in b\ warehousemen ; to construct, purchase, take on li it
any wharl k, or works capable of beiug ad
i with the shipping and carrying on of other business of tl
generally to can undertake any bu ing, transac-
i, comm in ■ m or undertaken b\ warehousemen, and any
other I ch may from time to time seem to the Dii tbleol being
ied on' in m with the above, oi i di tly or
d ue of, or render profitable any of the Company's prop.
(/ I} To own. o " plantations, and to grow, nun
i, and all lawful b
incidental then
irrj on t;.- mining, milling, c ■ uti I rtiug,
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
smelting, treating, preparing for market, manufacturing, buying, selling, exchang-
ing, and otherwise producing ami dealing in coal, gold, silver, copper, lead, zinc,
brass, iron, steel, and in all Einds of ores, metals, and minerals, and in the products
and by-products thereof of every kind and description, and by whatsoever process
le can be or may hereafter be produced; and generally and without limit as
to amount, to buy, sell, exchange, lease, acquire, and deal in lands, mines, and min-
eral rights and claims, and in the above specified products, and to conduct all
business appurtenant thereto.
(f) The corporation shall also have power to conduct its business in all its
branches, and unlimitedly to hold, purchase, mortgage, and convey real and personal
property in any State, Territory, or colony of the United States and in any foreign
country or place.
Fifth. The affairs of this corporation shall be conducted by a President and
Board of Directors, who shall be elected annually, as the by-laws shall provide, and a
voting power of at least 51 per cent of the capital stock shall be pooled, and that right
voted in the incorporators hereof, and that said right to endure for the lifetime of the
Company, and the Board of Directors can without further authorization make, alter,
amend, and rescind the by-laws, and amend the articles in any of the particulars
herein of this Company, and to fix the amount to be reserved as working capital.
Sixth. This corporation is formed to endure for twenty-live years after its art-
icles are duly executed, but its charter rights may be renewed before its charter
expires, from time to time, for periods not exceeding twenty-five years at a time,
perpetually.
Seventh. The private property of the stockholders of this corporation shall be
and is hereby made forever exempt from all liability for its debts or obligations, and
there shall be no individual liability on the part of either Directors or stockholders.
Eighth. The capital stock of this corporation shall be and is hereby made full
paid, and forever non-assessable by this corporation for any purpose. In accepting
property in exchange for stock the judgment and appraisal of the Directors shall be
final and conclusive.
Ninth. The Board of Directors shall, as soon as practicable after the organiza-
tion of the Company, instruct the Treasurer to set apart a certain sum of money,
at such times as will jointly be agreed upon, which sum of money shall be held by
the Treasurer, as and for a Sinking Fund to be utilized for the replacing of any of the
Company's boats or properties of any description that may meet with disaster, or
for general repairs in any way upon the Company's holdings ; to anticipate the pay-
ment of any obligations which may not be classed as regular expenses ; to meet any
contingency of any kind and thus make absolutely certain at all times the solvency
of the Company ; to insure against loss the cargo transported upon the Company's
steamboats or other vessels ; to apply to any and all of the things which the Board
of Directors may in their right determine.
Tenth. All stockholders of this company shall have the right to inspect the stock
and transfer books of this corporation in the presence of the President and Board
of Directors, alter proper reasons have been given for the request to so examine.
Eleventh. Should a stockholder so desire, a proxy can be given to the Presi-
dent or any member of the Board of Directors, and such person will act for him the
same as if he himself were present.
Twelfth. It will not be lawful for this Company to join with, or pool its inter-
ests with any other corporation of any kind or nature whatsoever, or have as a
member of its Board of Directors any officer of any other company ; thus stringently
excluding a representative of any shareholder or shareholders of a competing com-
pany, or any company, whether on land or water, from having any voice whatever
in the management or direction of this Company.
Thirteenth. This Company will not permit, the listing of the stock of this cor-
poration on any exchange created for the sole purpose of the bartering and selling
of the securities of corporations.
Fourteenth. There shall be no greater amount of indebtedness incurred,
either directly or indirectly, by the Board of Directors of this Company, at any time,
than shall exceed in amount or be equal to two-thirds of the capital stock.
564
FORMS AND PRECEDENTS.
Fifteenth. Without in any particular limiting any of the objects and powers
of t his corporation it is hereby expressly declared and provided, that should it be-
come necessary and decided by those in control, this corporation shall have power
to issue bonds in payment for property purchased or acquired by if, or for any
other object in and about its busiuess ; and said bonds after issue and before their
maturity, can be retired by t lie decision and vote of a majority of the holdings of
stock, and new certificates of stock can be issued to the stockholders at par.
In WHiies* Whereof we have hereunto set our hands aud seals this day of
, A. D. 190 .
Signed, sealed, and delivered
in the presence of
CERTIFICATE OF INCORPORATION
Vehicle Motor Company (District of Columbia Charter).
We, the undersigned, , of Washington, District
of Columbia, do by these presents, pursuant to and in conformity with the provi-
sions of six hundred live (605) and six hundred six (606) ol 'an Act of Congress
approved March 3rd, 1901, entitled " An Act to Establish a Code of Law for the
District of Columbia," with the amendments thereto made by an Act approved
June 30th, 1902, entitled " An Act to amend an Act entitled ' An Act to Establish
of Law for the District of Columbia,'" associate ourselves together as
a body politic and corporate, and we do hereby certify and declare in writing:
/■' St. The name of the corporation shall be COMPANY.
"/. That the purposes for which said corporation is formed are: To
manufacture, own, sell, assign, and transfer, deal in, and deal with all kinds of
•biles, motors, engines, launches, machines, or all kinds of machinery or
contrivances for the generation of steam, electricity, gasolene, or other form of
power now known or which may hereafter be discovered: the manufacture and sale
of cars, carriages, wagous, boats, and vehicles of every kind and description for the
transportation other than railroad of passengers or goods, whether the same shall
be propelled by motor, engine, machine, or other contrivances operated bj steam,
elect ricity, gasolene, or other form of power ; the manufacture and sale of machinery,
machine supplies, and engineering appliances, whether incidental to the construc-
tion of motor vehicles or not, and the acquisition .and sale of inventions, patent
rights, letters (latent, and trade marks covering .any and all of the articles to he
manufactured ordeall in by said corporation; the carrying <m of any other lawful
trade or business incident to the aforesaid purposes, or cither of them.
I manufacture, purchase, or otherwise acquire, hold, own, sell, assign, and
transfer, invest, trade, deal in ami deal with goods, wares, and merchandise of
every claSS and description, and to do both mining aud manufacturing of an\ kind.
To purchase, or otherwise acquire, hold, own, mortgage, pledge, sell, assign,
transfer, and generally invest, trade, and deal iu personal property of everj class
and description.
I appiV for, purchase, or Otherwise acquire, and to hold, own, sell. :is.
otherwise dispose of, to grant licenses in reaped of or otherwise turn to account
any or nil inventions, improvements, and i used in connection with or
i under letters patent of the United States or anj foreign country, and to
i operate the same to the extent authorized or permitted bj and under the
I the District of Columbia.
I '.ill, rights, and property of an> kind, and Undertake the
whole or any part of the ass, is and liabilities of any person, Arm, association, or
corporation ciiL:.-e_'<'d in any business which is now or maj hereafter be within the
authorization of the laws under which this Company is incorpoi
[NCORPOBATION AND ORGANIZATION OF CORPORATIONS.
To have one or more offices, to carrv on all or any of its operations and business
and unlimitedly and without restriction, to hold, purchase, lease, mortgage, and
convej real and personal property, and to carry on its business in any State or
Territory of the United States and b any foreign country or place, but always
subjecl to the laws thereof.
Third. That the existence of this Company shall be perpetual.
Fourth. That the capital stock of this Company shall be dollars,
divided into shares of the par value of dollars each.
F '•'/. That the number of Trustees who shall manage the concerns of the
Company for the first year or until their successors are elected shall be , namely :
Names. Addresses.
The Board of Trustees by the affirmative vote of a majority of the whole Board,
may appoint from the Trustees an Executive Committee of three members, of which
a majority shall constitute a quorum, and to such extent as may be provided in the
by-laws, such Committee shall have and exercise all of any of the powers of the
Board of Trustees.
Sixth. That the place in the District of Columbia in which the operations of
this Company are to be carried on, is , situated at , in the
Citj of Washington, District of Columbia.
In Witness JV/iereof,we have made, signed, and acknowledged this certificate this
day of , 190 .
CERTIFICATE OF INCORPORATION
Typewriter Company (Connecticut Charter).
We, the subscribers, certify that we do hereby associate together as a body
politic, incorporated under and by virtue of the provisions of the Act of the Gen-
eral Assembly of the State of Connecticut, entitled " Au Act Concerning Corpora-
tions," being Chapter 194 of the Public Acts of 1903, and all acts amendatory
thereof, and we further certify :
First.
The name of the corporation is Company.
Second.
That said corporation and its principal office is to be located in the City of
, County of , and State of Connecticut.
Third.
The nature of the business to be transacted and the purposes to be promoted
are as follows :
To manufacture, import, export, buy, sell, and generally deal in typewriters,
office furniture, and all office supplies of any kind or description ; to carry on the
business of manufacturing, exporting, importing, buying, and selling typewriters,
typewriter supplies, materials, appliances, and all other materials and articles
connected with or in any wise relating to the manufacture, sale, or use of writing
machines and typewriters. To establish and maintain manufactories, stores,
agencies, and depots for the manufacture, purchase, sale, exchange, delivery, and
566
FORMS AND PRECEDENTS.
distribution of writing machines, typewriters, typewriter appliances and supplies,
office furniture and office supplies. To manufacture, export, and import, buy, sell,
and generally deal in machinery of every kind.
To apply for, obtain, register, purchase, or otherwise acquire, and to hold, own,
use, operate, induce, and to sell, assign, or othcrwi.se dispose of any and all inven-
tions, improvements, and processes used in connection with or secured under
letters patent of the United States, or otherwise to use, exercise, develop, and
grant licenses in respect of or otherwise turn to account any and all such patents,
inventions, improvements, and processes.
To hold, purchase, or otherwise acquire, to sell, assign, transfer, mortgage,
pledge, or otherwise dispose of shares of the capital stock and bonds, debentures,
or other evidences of indebtedness created by other corporation or corporal inns,
and while the holder thereof to exercise all the rights and privileges of ownership,
including the right to vote thereon.
To the same extent as natural persons might or could do to purchase or other-
wise acquire, to hold, own, maintain, work, develop, sell, convey, mortgage, or
otherwise dispose of, without limit as to amount, within or without the State of
Counecticut and in any part of the world, real estate and real property, and any
interest and rights therein.
To conduct its business and have one or more offices, and unlimitedly and with-
out restriction to hold, purchase, lease, mortgage, and convey real and personal
property in or out of this State, and in such place and places in the several States
and Territories of the United States, colonial possessions or territorial acquisitions
of the United States and in foreign countries, as shall from time to time be found
necessary and convenient for the purposes of the Company's business.
Fourth,
That the amount of the capital stock of said corporation hereby authorized is
dollars, divided into shares of the par value of dollars each.
Fifth.
That said corporation will commence business with a capital stock of
dollars.
Sixth.
The duration of the corporation shall be perpetual.
1 , II t ' ■ Whereof ) wc have hereunto set our hands and seals this day
of . L90 .
Name. Residence.
SUGGESTIONS RELATIVE TO THE DRAFTING OF CHARTERS AND
THE im;i:i'\i:ation OK minutes FOB 'rut; ORGANIZATION
MEETINGS OF CORPORATIONS.
In presenting a few suggestions relative to the incorporation and organization of
corporations il i s assumed thai a choice lias been made of some particular State from
which a charter is to be obtained, and that a dutj hai been Imposed upon tin
ney of drafting the charter under the laws of sucn State and organizing the coi pora-
tion readj for the transaction of business thereunder. The suggestions that follow
are made more with a view to utilizing to the best advantage the forms and prece
1 i be found in the present work rather than with the hope of presenting any*
thing particularly new or original along thi hue.
567
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
THE DRAFTING OF THE CHARTER.
First, ascertain whether all the purposes the insertion of which in the charter
is desired hj I he client may lie embodied in one charter. By reference to the
" Synopsis Digest " contained iii Part 11. of tins work, this question can be readily
answered. Next, turn to the forms for charters of the various States and Territories
found iu Pari 111. of the present work, and make use of the skeleton form therein
found] lor drafting a charter under the laws of the particular States in which this
particular charter is sought. The only clauses of the charter to which particular
reference need be made here are what are known as the "Object Clause," the
"Preferred Stock Clause," and the "Clause for the Regulation of the Internal
Affirfrs of the Corporation."
In drafting the first of these, the "Object Clause," reference should be first
had to the " Specific Object Clauses " found in Part III. pp. 403-442, of this work.
Forms for drafting the more common of such specific "Object Clauses" will be
found therein. Next, it will often be found convenient and useful to add to the
" Specific Object Clauses " certain " General Object Clauses ; " such, for example,
as those permitting a corporation to purchase and hold its owu stock and stock in
other corporations as well, and to acquire patents, patent rights, trade marks, etc,
and to hold real and personal property without limit, and to transact business
in other States and Territories and foreign countries. Sometimes, too, it is of advan-
tage to insert a clause authorizing the corporation to acquire an existing business or
to engage in a general merchandise business. Such forms will also be found in Part
III. pp. 509-510, herein.
Next, attention is called to the " Preferred Stock Clauses," forms for which will
be found on pp. 511-512 of Part III. herein. In connection with the clause for the
regulation of the internal affair? of a corporation, attention should first be directed
towards ascertaining whether the insertion of such a clause is permitted under the
laws of the particular Commonwealth from which the charter is to be procured.
(See Part III. Table X, p. 580.) Examples of such clauses will be found on
pp. 510-511 of Part III. herein. A stock subscription agreement should ordinarily
be signed by all of the incorporators before the articles of incorporation ar*e signed.
(See Part III. p. 524.)
Finally, see that the requisite number of incorporators sign the articles and
acknowledge their execution (when the same is required) before a notary public or
other officer authorized to take acknowledgments. In some of the States, notably
New Jersey, if the articles are acknowledged without the State, a certificate must be
obtained certifying to the officer's due appointment as well as to his authority to take
such acknowledgments.
THE PROCURING OF THE CHARTER.
Ordinarily three copies of the charter should be prepared : the first of these
should be signed and acknowledged by each of the incorporators, and becomes the
original ; the second is for the purpose of filing (when duly certified) in local county
oilier (when the same is -required by statute), and the third — after being properly
certilied — remains the property of the corporation.
In most of the Commonwealths at the time the charter is presented to State
officials for filing and recording, it must be accompanied by a sufficient remittance
to cover not only the organization tax but the filing and recording fees as well.
(See Part II. pp. 21 1-402.) After the certificate of incorporation is issued by the
proper State officials, a certified copy thereof should (when the same is required by
statute) be promptly filed in the proper county office.
168
FORMS AND PRECEDENTS.
ORGANIZING THE CORPORATION.
(See Composite Form of Minutes and By-Laws, Part III. pp. 512-524.)
The organization meeting of the corporation must be held within the domiciliary
State of the corporation unless such meetings are expressly authorized by statute to
be held without such domiciliary State. The most convenient practice is for the in-
c >rporators to sign a written waiver of notice tixing the time and place of the meet-
ing. (See Part HI. p. 515.) It' other stockholders than the incorporators have
signed the preliminary stock subscription agreement, they also must sign the written
waiver here referred to. The meeting organizes by the election of a Chairman and
a temporary Secretary. Either the charter itself (if one is issued) or, in lieu therof,
a e Ttili ed e >py of the certificate of incorporation should be presented and entered
at length in the minutes.
The By-Laws sh >uld next be adopted section by section and entered in the
minutes. If the Certificate of incorporation names the firs! Board of Directors, it
is not necessary to elect anew Board at the organization meeting. Where such
irs are not named in the certificate of incorporation, the next order of
business is the election of Directors. When required by statute (or when not re-
quired, if the iue irp irators so desire), Inspectors of Election should be appointed
and sworn. If the persous so chosen as Directors are not subscribers to the
capital stock of the c >rp (ration, they may become qualified either by subscribing for
ir by having one of the incorporators who is a subscriber to the capital stock
assign his stock subscription to them. (See Part III. p. 524.)
If it is the intenti m of the corporation to take over certain property (either real
or personal) in exchange tor its capital stock, the following suggestions m:y he
mad ■: Lsl - »me party who is not au officer or director in the corporation offer to
enter into an agreemeul with the latter relative to the sale of such property for
stock. (See Part III. p. 525.) Then draft the minutes of the- incorporators'
meeting, - i thai provision is made for the acceptance of sue!) offer in exchange for
number of -hares in tin: corporation. The resolution thus passed
may b • so fra n id as to op irate as a payment of the capital stock subscribed for by the
S j Part III. p. 518") Under this resolution the matter is referred
to the Board of Directors for more formal action. The Board may, if it sees tit,
authorize the execution of a formal agreement covering the transfer of such property
ick in substantially the form set forth in Pari III. pp. 525-526. This secures
ian ■ -of th 'capital stock either in whole or in part as full-paid and non-assess-
able, providing the Directors in appraising the property are not guiltj of fraud or
iluation in appraising the same. Next, if it is desired to place some of
i thai M may be 3 ild I i procure working capital for the corporation, the
party to wll en il is issued may transfer the same in trust to the corporation for that
. i- Pari [II. pp. 526-527.) This stock, when so transferred, can be sold
under the order of the B >ard of Directors of the Corp .ration, at such times and for
B ach pi . iay d em proper; and parties purchasing such stock will then
ree from any future liability for unpaid instalments then , even
purchased such stock nl considerably less than par.
'I'd ■ seal' of the C impany should be adopted at this meetinj It i aol necessary
f or it,- incorporators to he present in person ai the meeting. Tiny maj all be
i : if desired, Immediately after adjournment of the incorpora-
ting, or later if more convenient, the Directors should meet
■ M waiver of notice signed by all of Ihem fixing the time and place
MM p. 518.) Tli B mrd thi i | I to ■ led Bnch
|i ,i lor in tii, B i I ' •, - adopted at the incor-
, , , [f the By-1 I <> } '■• ' Sommitt.ee, thej
the 'am. nine the offli cted i\ stock certificate
: a] i be passed u| and approved, and the Secretary given nutl r.j to prc-
iry stock certificates, corpo • etc. Ii will be found con-
venient ■'•» 'lus meeting to passu resolution Authorising the open ngol a hank account
l the bank therein and the officers of thi onbywl chei
-iii
.iip.t
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
drafts shall be signed. (See Pari 111. p. 5 1 7 - ) Where if is necessary to provide
for tin' maintaining of the domiciliary office for the corporation or the appointment
of a registered agent, t liis should be attended to at the first meeting of the Directors.
(Sei Pari 111 p. 517.) The issuance of stock in exchange for property should
be provided for bj resolution in accordance with the terms of a similar resolution
passed bj the incorporators al then- organization meeting. It' the stock is to be
iurid for in cash, a resolution substantially in the following form should be passed
>v the Board, to « it ;
RESOLVED, that an assessment be, and the same hereby is, made of
dollars per share from the amount unpaid upon the shares of the capital stock of the
Company, and that the same be paid to the Treasurer of the Company on or before
the day of , 190 .
570
ORGANIZATION TAXES.
TABLE I.
TABLE OF ORGANIZATION TAXES PAYABLE UPON
INCORPORATION.
(Capitalization.)
Alabama
Alaska
Arizona
Arkansas
California
Colora'l'p
Connecticut
Delaware
Dist. of Col.
Florida
Georgia
Idaho
Illinois
Indiana
8
$25.00 25.00
Merely tiling
Merely filing
25.00 25.00
15.00 15.00
20.00 2n.iio
25.00 25.00
•J, i mi 'jo.no
Merelv filing
5.00 * 10.00
No organizat
5.00 5.00
30.00
1000
Ind. Territory 25.00
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
25.00
27.00
2.00
25.00
10.00
2 50
Massachusetts 10.00
50.00
10.00
10.00
15.00
Mich
Mini
Mississippi
M ssonn
Montana
Nebraska
Nevada
N Hampshire)
(Non-residents 10.00
corporations) '
New Jersey
New Mexico 25 00
NewTork LOO
No. Carolina 2500
North Dakota 50.00
Ohio looo
Oklahoma
Oregon
Pennyslvania 6.66
50.00
lo. oo
25.00
25.00
30.00
5.00
10.00
6 25
10.00
50.00
50.00
10.00
10.00
15.00
25.00
fees.
tees.
25.00
15.ihi
25.00
20.00
fees.
50 00
ion tax
5.00
70.00
25.00
25.00
40.00
50.00
25.00
50.00
31.25
10.00
12.50
50.00
4n,oo
50.00
10.00
10.00
15.00
25.00
25.00
25.00
20.00
25.00
20.00
50.00
25.00
50.00
30.00
50.00
20.00
25.00
50.00
50.00
100.00
30.00
25.00
75.00
110.00
250. 00
75.00
25.00
100.00
210.00
500.00
150.00
25.00
1,010.00
2,500.00
750.00
100.00 200.00 250.00 250.00 250.00 250.00
10.00
'.•5.00
50.00
25.00
65.00
:."
50.00
•J :,.oo
50.00
62.50
12.50
2500
50.00
12.50
15.00
10.00
145.00
100.00
25.00
115.00
125.00
100.00
50.011
125.00
25.00
50.00
75.00
100.00
75.00
10.00
15.00
20.00
245.00
200.00
25.00
215.00
175.00
200.00
25.00
50.00
250.00
50.00
100.00
125.00
200.00
125.00
45.00
20.00
20.00
25.00
515.00
325.00
500.00
25.00
50.00
625.00
125.00
250.00
275.00
250.00
275.00
92.50
50.00
75.00
25.00
1,045.00
1,000.00
25.00
1,015.00
1,000.00
25.oo
100.00
1,250.00
250.00
500.00
52!
142.50
100.00
150.1 Ml
25.00
5,000.00
5,015.00
5,000.00
25.00
6,250.00
1.2511. OO
250.01)
500.00
750.00
25.00
2500
50.110
• filing
10 00
16.66
Bhode Ulan I 100 00 100.00
South 1
.00
isee
Texas
>nt
Virginia
igton
W. Virginia
( N'on-r.-
corporations) )
25.00
Wyoming
12.oo
.60
looo
10.00
15. 00
1.36
10 00
25.00
25.00
12.50
50.00
20.00
to.oo
10 OO
25.00
2:
50.00
166.66
80.00
25.00
25.00
75.00
loo. no
883.83
too 00
100 00
15.00
[10.00
7'
loooo
20.00
25. on
loo.oo
40.00
200.00
45.00
200.00
150.00
210.00
5o. on
100 00
loo no
50.00
loo.oo
500.00
500.00 1,000.00
1 666.66
800.00
20.00
.Moon
870 00
100.00
::
8,888.88
1,01
2,1 .00
l.noo.OO
100.00
5.000 00
40.00
5,010.00
B «
<! r.
75.00 150.00 275.00 1,275.00 8
00
5.00
45.00
10.00
10.00
12.00
5.00
11.00
12.50
18.00
30.00
12.00
7.00
5.00
lo.oO
35.00
27.50
5.00
60.00
1800
10 00
5.00
7.00
21.00
2n.no
5.00
6.00
18.00
15.00
10.00 10.00 25.00 25.00 50.00 50.00 100.00 200.00 6.50
8.00
16.00
10.00
lo.oo
10.00
11.00
50.00
1 OO
5. nn
8.00
21 no
15 00
10.00
) 60.00 BO I
10.00
200.00
I
5. 00000
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE IT.
TABLE OP ANNUAL FRANCHISE TAX UPON
DOMESTIC CORPORATIONS.
(Capitalization.)
<£
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
Dist. of Col
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Mass.
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
N. Hampshire none
New Jersey 10.00
New Mexico none
New York "i
(On basis of 6 I
$10.00
none
none
none
none
none
none
5.00
none
none
none
none
none
none
none
none
none
none
5 00
none
10.00
none
none
none
none
none
none
none
percent divi- f
dend) J
N. Carolina 5.00
N. Dakota none
Ohio 10.00
Oklahoma none
Oregon 15.00
Pennyslvania 50.00
Island none
So. Carolina
S .. Dakota
Tennessee
Texas
("tab
Vermont
Virginia
Washington
W. Virginia f
(Non-residentS 20.00
corporations) )
Wisconsin none
Wyoming none
572
5.00
none
none
10.00
none
10.00
10.00
10.00
15.00
none
none
none
none
.50
none
12.50
none
none
none
none
none
none
none
none
none
none
5.00
none
25.00
none
none
none
none
none
none
none
none
25.00
none
in
tf?
25.00
none
none
none
none
1.00
none
25.00
none
none
none
none
none
none
none
none
none
none
5.00
none
50.00
none
none
none
none
none
none
none
none
50.00
none
50.00
none
none
none
none
2.00
none
50.00
none
none
none
none
none
none
none
none
none
none
10.00
none
100 00
none
none
none
none
none
none
none
none
100.00
none
75.00
none
none
none
none
4.00
none
100 00
none
none
none
none
none
none
none
none
none
none
10.00
none
200 00
none
none
none
none
none
none
none
none
200.00
none
125.00
none
none
none
none
6.00
none
150.00
none
none
none
none
none
none
none
none
none
none
25.00
none
300.00
none
none
none
none
none
none
none
none
300.00
none
lO
ce
200.00
none
none
none
none
10.00
none
250.00
none
none
none
none
none
none
none
none
none
none
25 00
none
500.00
none
none
none
none
none
none
none
none
500.00
none
300.00
none
none
none
none
20.00
none
500.00
none
none
none
none
none
none
none
none
none
none
50.00
none
1,000.00
none
none
none
none
none
none
none
none
1,000.00
none
»
500.00
none
none
none
none
100.00
none
2,000.00
none
none
none
none
none
none
none
none
none
none
150 00
none
5,000.00
none
none
none
none
none
none
none
none
4,000.00
none
15.00 37.50 75.00 150.00 300.00 450.00 750.00 1,500.00 7,500.00
5.00 10.00
none none
25.00 50.00
25.00 50.00 100.00 100.00
none none none none
100.00 200.00 300.00 500.00
200.00 500.00
none none
1,000.00 5,000.00
20.00
125.00
none
12.50
none
none
10.00
none
10.00
10.00
10.00
30 00
250.00
none
25.00
none
none
10.00
none
10.00
20.00
10.00
50.00
500.00
none
50.00
none
none
20.00
none
15.00
40.00
10.00
70.00
1,000.00
none
100.00
none
none
30.00
none
25.00
60.00
10.00
100.00
1,500.00
none
150.00
none
none
50.00
none
35.00
60.00
10.00
100.00
2,500.00
none
250.00
none
none
50.00
none
50.00
100.00
10.00
125.00
5,000.00
none
500.00
none
none
50.00
none
60.00
200.00
10.00
200.00
25,000.00
none
2,500.00
none
none
50.00
none
50.00
600.00
10.00
20.00 50.00 50.00 90.00 130.00 210.00 410.00 1,060.00
none
none
none
none
none
none
none
none
none
none
none
none
none none
none none
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE III.
TABULATED QUESTIONS AND ANSWERS RELATIVE
TO THE BUSINESS CORPORATION ACTS OF THE
SEVERAL STATES AND TERRITORIES.
Alabama
Alaska .
Arizona . .
Arkansas
California .
Colorado
< lonnecticut
Delaware
District of Col
Florida . .
i . .
Idaho . .
Illinois . .
Indiana . .
Indian Territory
Iowa . . .
is . .
Kentucky .
Louisiana
Maine . .
Maryland
h use Us
Michigan
Minnesota .
ippi .
Missouri . .
Montana
Nebraska
Nevada .
N< ■■■ I [ampshire
New Jersey
New Vork .
North < larolina
Nurtli Dakota
Ohio . . .
Oklahoma .
Oregon . .
I ' Ivania
Island
South < larolina
Si. nth Dakota
Tenm -
l . .
Utah . . .
Vermont
Virginia
Washington
rgiuia
in .
Wyoming .
Is a certificate of
due organization is-
sued by State ofli-
cials V
Is collateral in-
quiry into legality
of corporate exist-
ence expressly for-
bidden by statute V
Is form of charter
expressly required
to be approved by
Slate ollicials or
court ?
<~
a .2
a -=
is*.
.Em
. No .
. No .
. . Yes .
. Yrs
. No .
. No .
. No .
. No
. No .
. Yes .
. No .
. No
. No .
. No .
. . Yes .
. Y'es
. No .
. Yes .
. Y r es .
. Y'es
. No .
. No .
. No .
. No
. No .
. Yes .
. Yes .
. No
. No .
. Yes .
. No .
No
. No .
. No .
. . No .
. No
. No .
. . Yes .
. Yes .
. Y'es
. No .
. Yes .
. Y'es .
. Yes
. No .
. Yes .
. Y'es .
. Yea
. Yes . .
. No .
Yes .
^ ea
. No .
. No .
. Yes .
. Y'es
. No .
. No .
. Yes .
. Tea
. No .
. Yes .
. No .
. Yes
. No .
. No .
. Yes .
. Tea
. No .
. 1
No
. Y'es
. No .
. Yes .
. No .
^ ea
. No .
. No .
. Y'es .
. Fes
. No .
Yes .
. Y'es .
. No
. No .
. Yes .
Yes .
. No
. No .
. Yea .
Yes .
. Yes
. No .
. No .
. No .
Y'es
. No .
Yes .
. Yes .
Yea
. Yea .
. No .
. Yes .
. Y'es
. No .
Yes .
. Yes .
. Yea
. No .
. Yes .
. No •
Yes
. No .
Tea .
Yes .
. No
. No .
. No .
. No .
. No
. No .
. No .
. No .
. No
. No .
^ i
. No .
"i ea
. No .
. No .
. No
. V
. No . .
. No .
. Yea
. No .
. v.
. No .
. Y.
N ■ .
. No .
\ ■
. Vea .
. No .
. No
. No .
. No .
. No .
. No
. No .
. No
. V
. No
. No .
. \
. Yi
No
. No .
. Vea .
1 ■
. Yei
. No .
Yea .
. Ye
.
. Yt
^
. Yea
. No .
. Tea .
. No .
. Y«
. Yi
. No .
. f«
. ■* ■
. \ . .
. No .
. ft
. No .
. "i
. r<
. No
. No .
. No .
. No .
. J •
. \
. V
. No .
. v
. No .
] ■
. N
. No .
. r«
*■* 00
*•§ £l
'C c a
-r — D
—. t- >
<j to
. Y'es
. Yes
. Y'es
. Y'es
. Y'es
. YeS
. Yes
. Y'es
. Y'es
. Yes
. Y'es
. Yes
. Yea
. Y'es
. Yes
Yes
'i i -
. Y'es
. Y'es
■\ • -
I -
. \< -
\ ■ -
. No
. Yea
. Yes
] i
. Yea
. Yea
]
Yes
. r<
. r<
i
^ .
. v
I •
. No
. No
Yea
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE IV.
TABULATED QUESTIONS AND ANSWERS (Continued).
i'o E
■2 J>
x S£<
.Ego
pB
•
I
oes statute
orize appo
cutive Com:
rd of Direct
1- -N~
£ 0>
>-
M a « o
^3
^•3.s
3«M
M
♦3 -a
Alabama . .
. No . .
. No . .
. No
Alaska . . .
.No . .
.No . .
. Yes
Arizona . . .
. \o . .
. Yes .
. No
Arkansas . .
. No . .
. Yes
. No
California . .
. No . .
. Yes . .
. Yes
Colorado . .
. No . .
. Yes . .
. No
Connecticut
Fes . .
. No . .
. No
Delaware . .
. Yes . .
. No . .
. Yes
Dist. of Columbia No . .
. No . .
. Yes
Florida . . .
.No . .
. Yes
. No
Georgia . . .
.No . .
. Yes
. No
Idaho . . .
.No . .
. Yes
. Yes
Illinois . . .
. No . .
. Yes
. No
Indiana . . .
. No . .
. Yes
. No
Iiul. Territory
. No . .
. Yes . .
. No
Iowa ....
. No . .
. No . .
. No
Kansas . . .
. No . .
. Yes
. Yes
Kentucky . .
. No
. No .
. No
Louisiana . .
. No .
. No .
. No
Maine . . .
. No .
. No .
. No
Maryland . .
. No .
. No .
. Yes
Massachusetts
. Yes .
. Yes
. No
Michigan . .
. No .
. Yes .
. No
Minnesota . .
. N'o .
. Yes .
. No
Mississippi
. No .
. Yes
. . No
Missouri . .
. No .
. Yes
. . Yes
Montana . .
. No .
. Yes
. No
Nebraska . .
. No .
. No .
. . No
Nevada . . .
. Yes .
. Yes
. . No
New Hampshire
. No .
. No .
. . Yes
New Jersey
. Yes .
. No .
. . Yes
New Mexico .
. No .
. No
. Yes
New fork .
. No .
. No .
. Yes
North Carolina
. No .
. No .
. Yes
North Dakota .
. No .
. Yes .
. . Yes
Ohio ....
. No .
. Yes
. . Yes
Oklahoma . .
. No .
. Yes .
. . Yes
Oregon . . .
. No .
. . Yes
. . Yes
Pennsylvania .
. No .
. Yes .
. Yes
Rhode Island .
. No .
. . Yes .
. . No
South Carolina
. No .
. Yes
. . No
South Dakota .
. No .
. Yes .
. . Yes
-ee .
. No .
. . Yes
. . No
Texas . . .
. No .
. . No
. . No
Utah . . .
. No .
. . Yes .
. . Yes
Vermont . .
. .No .
. . No .
. . Yes
Virginia . .
. Yes .
. . Yes
. . No
Washington
. No .
. . No .
. . Yes
West Virginia
. Yes .
. . Yes .
. . No
Wisconsin •
. No .
. . No
. . No
Wyoming . .
. No .
. . No .
. . No
£> O
1 s
Yes
. Three or more
Yes
. Three or more
Yes .
. One or more
Yes
. Three or more
Yes
. Five or more
Yes
. Three or more
Yes
. Three or more
Yes .
. Three or more
Yes
. Three or more
Yes
. Three or more
Y'es
. Two or more
Yes
. Five or more
Y r es
. Three to seven
Y'es
. Three or more
Yes
. Three or more
Yes
. One or more
No
. Five or more
Yes
. Three or more
Yes
. Three or more
Yes
. Three or more
Yes
. Five or more
No
. Three or more
Y'es
. . Three or more
Yes
. Three or more
Y'es
. Two or more
Yes
. Three or more
Yes
. Three or more
Y'es
. One or more
Y'es
. . Three or more
Yes
. . Five or more
Y'es
. Three or more
Yes
. Three or more
Yes
. . Three or more
Yes
. Three or more
No
. . Three or more
No
. . Five or more
No
. . Three or more
Yes
. . Three or more
Y'es
. Three or more
No
. . Three or more
Yes
Two or more
No
. . Three or more
Yes
. . Five or more
No
. . Three or more
Yes
. . Five or more
. Yes
. . Five or more
Yes
. . Three or more
Yes
. . Two or more
Yes
. . Five or more
Yes
. . Three or more
. Y'es
. . Three or more
:,74
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE V.
TABULATED QUESTIONS AND ANSWERS (Continued).
04=
8*
£■«
e
w - —
'» S -
OQ
a> u ©
< — t
_ D
3 ©
* '5
- —
i__o
Alabama . . .
.No . .
. Yes
Alaska . .
. Yes . .
. No
Arizona . . . .
. No . .
. No
Arkansas . . .
. No . .
. No
California . . .
. Yes . .
. Yes
ido . . .
. No .
. Yes
Connecticut . .
.No . .
. JTea
Delaware . . .
. No .
. Yes
Dial of Columbia
. No . .
. No
Florida . . . .
. No .
. Fes
_ia . . . .
. No .
\ es
Idaho . . . .
. Yes
. No
Illinois . . . .
. No .
. 'i ■ -
Indiana . . . .
. No .
res
Indian Territory .
. No . •
. No
Iowa
. No .
. No
...
. Yes
"i e
Kentucky .
. No .
. Yes
Louisiana . .
. No .
. No
. . .
. No .
. No
Maryland . .
. Yes
. No
. No .
J . -
Michigan
. No .
Minnesota .
. No •
I
sippi . .
. No .
. No
<ri . .
. No •
JTes
ina . .
. No .
. No
i-ka
No
. No
Nevada . . .
. No .
. Yea
I [atnpshire
. No .
. Yet
New Jersi y
. No .
. Yet
•
. No
. . Yet
York . .
Yes
Yet
North Carolina
. No
. Yet
North 1
. Y-
. No
Ohio ....
. Y.
. . Yet
Oklahoma . .
. Ye
. No
On >n .
. No
. . Yet
i .
. r<
. No
Khode Island .
. . No
. . Yet
South ' larolina
. \
. . NO
South 1
. Y.
. . No
Tennessee .
. . No
. . Ti
. . .
. Yes. .
. . No
....
. . Y,
■ ni . .
. . No
, . Y(
.
. . N
1 ■
Washington
. . NO
. . Yet
W. Virginia
. . N
J .
nsin .
. . >
Wy ing .
. . No .
G J.
£ cje-
■- - »
•S X 3
5p
c Ef-o
— z —
b _ <o
§g.a
.5 = 5
■ 5 ~
, Yes
. Yes
. No
. No
. No
. Yes
Yes
. Yes
. No
. Yes
. No
. No
. No
. Yes
. No
. No
. No
. Yes
. Yet
\ -
■) i -
*i i i
No
. No
"i
. No
. No
. No
Yea
. No
. 1.
■i ■
1
. No
. No
. No
. No
. No
. No
. No
So
No
. Yi
. No
Min
-I
II,
el
s
MS
J^
a a
-.=
82,000
None
None
None
None
None
$2,000
$2,000
None
None
None
None
None
None
None
None
None
None
$1,000
Max. S-2:i.i)00,000
, $10,000
None
M. 510,000,000
None
. -J. nun
Miv. -1,000,000
too
N
■
None
None
None
N
None
,000
INCORPORATION AND ORGANIZATION OP CORPORATIONS.
TABLE VI.
TABULATED QUESTIONS AND ANSWERS {Continued).
S
3
s
K
* m
£§
OS «
= "*-■
C O
is
'5 cs
« a
P o
E~
*■£
bo
3
D. OJ
H
BjX>
fl
°2
s
Alabama
Alaska .
Arizona .
Arkansas
( !alifornia
Colorado
Connecticut
Delaware
Dist. of Columb
Florida . .
Georgia . .
Idaho . .
Illinois . .
Indiana . .
Ind. Territory
Iowa . . .
Kansas . .
Kt-ntticky .
Louisiana
Maine . .
Maryland .
Massachusetts
Michigan
Minnesota .
Mississippi .
Missouri
Montana
Nebraska .
Nevada . .
New Hampshire
New Jersey
New .Mexico
New Fork .
North ( larolina
North Dakota
Ohio . . .
Oklahoma .
Oregon . .
Pennsylvania
Rhode Island
South Carolina
South Dakota
Tennessee .
Texas . .
Utah . . .
Vermont
Virginia
Washington
WesJ Virginia
Wisconsin .
Wyoming .
570
. Any amount
. Any ami tint
. Anv amount
. $25 . . .
. $1 to $100 .
. $1 to 8100 .
. Min. $25 .
. Any amount
i . Any amount
. $10 up . .
. Any amount
. Anv amount
. $10 to $100 .
. Max. $100 .
. $25 . . .
. Any amount
. Any amount
. Any amount
. Any amount
Any amount
. Anv amount
. Min. $5 . .
. $10 to $100
. $1 to $100 .
. Any amount
. Any amount
. Any amount
. Any amount
. Anv amount
. $25" to $500 .
. Any amount
. Any amount
. $5 to $100 .
. An} - amount
. Any amount
. Any amount
. Any amount
. Anv amount
. Not over.? 100
. Any amount
. Any amount
. Anv amount
. ftlfjfjorless
. Any amount
. Any amount
Cannot exceed $100
Any amount
. Any amount
Any amount
. Any amount
. Any amount
Twenty per cent . . .
No limit
No limit
No limit
No limit
No limit
$1,000
$1,000
Ten per cent ....
Ten per cent ....
Ten per cent ....
No limit
No limit
No limit
No limit
No limit
Twenty per cent . . .
No limit
No limit
No limit
No limit
No limit
Ten per cent ....
No limit
No limit
Fifty per cent ....
No limit
No limit
No limit
No limit
$1,000
No limit
$500
No limit
No limit
No limit
No limit
No limit
Ten per cent ....
No limit
Twenty per cent . . .
No limit
Unlimited, except brewery cos.
. Ten per cent ....
. Ten per cent ....
. One fourth
. No limit M
. No limit ....
10% of subscriptions .
. Twenty per cent .
. No limit ....
2 o 3
m tt,JD
Twenty-five per cent
None
None
None
None
None
$1,000
$1,000
Ten per cent
Ten per cent
Ten per cent
None
All
None
None
None
Twenty per cent
Fifty per cent
None
None
None
None
Fifty per cent
None
None
All
None
None
$1,000
None
$1,000
None
$500
None
None
Ten per cent
None
One-half
Ten per cent
None
Fifty per cent
None
None
Fifty per cent
Ten per cent
One fourth .
inimum capitalization
None
Five shares
Fifty per cent
None
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE VII.
TABULATED QUESTIONS AND ANSWERS (Continued).
S 3*1
=3 2
S*
c-
*>-3
te _ -
o
ted or
1) posed
poratk
3 5
rter b
al rep
s requ
<a
s-= S
S °
S « o
3 CM
a 3-3
■s si
CS ^3
55
— 3 —
3 O
A =■ 3
■ 114
S -3 ■< rt
O o
O O
'Z.-3
£-=-
s cc
Alabama . . • .
. . Yes
. . Y'es . . .
. No .... No
Alaska ....
. . No .
. . No ...
. No
. Yes
Arizona ....
. . No .
. . No ...
. Yes
. No
Arkansas . . .
. . No . .
. . No ...
. No
. Yes
California . . .
. . Yes . .
. . No ...
. No
. No
Colorado . . .
. . Yes
. . Yes . . .
. No
. Yes
Connecticut . .
. . Yes
. . No ...
. No
. Yes
Delaware . . .
. . Yes
. . Yes . . .
. No
Y. s
District of Columbia
. . No .
. . No ...
. No
. Ye>
Florida ....
. . Yes
. . No ...
. Yes
. Yes
1 1 .i . . . .
. . No .
. . No ...
. Yes
. No
Idaho ....
. . Yes
. . N
. No
. No
Illinois ....
. . Yes
. . No ...
. No
. Y.s
Indiana ....
. . Yes
. . No ...
. No
. Y.s
Indian Territory .
. . No .
. . No ...
. No
. Yes
Iowa
. . Yes
. . No ...
. Y
. Yes
Kansas ....
. . Yes
. . No ...
. No
. Yes
k y . . .
. . Yes
. . No ...
. No
. No
Louisiana . . .
. . No .
. . No ...
. V
. y< -
Maine ....
. . Yes
. . Y,s . . .
. No
. Yea
id . . .
. . Yes
Yes (conditionally)
. No
. No
lusetts . .
. . Yes
. . Yes . . .
. No
. Y. a
Ml ...
. . Yes
. . No ...
. No
Y. s
Minnesota • . .
. . Yes
. . N
Yes
. No
M sippi . .
. . Tea .
. . No ...
. Yes
. No
■1 ...
. . Tea .
. . No ...
. No
Yet
Montana . . .
. . Yes .
. . No ...
. No
Yes
Nebraska . . .
. . Yea
. . . No ...
. ]
. Yea
i . . . .
. . Yes
. . No ...
. No
. No
New Hampshire .
. Yes
. . No ...
. No
. Yet
. .
Yes
. . Yes . . .
. No
. Yt
New Mexic< > . .
. . Yes
. . No ...
. 1 1
. No
New Fork . . .
. . Fes .
. . Yet ■ . .
. No
"> e
North < laroli
Yes
. . Yet ■ ■ ■
v,
^ 1
North Dakota . .
Yes
. . . No ...
. No
. No
Ohio
. . Yes .
. . . Yet ■ ■ •
No
\ . 1
Oklahoma . . ■
. . No
N
. v -
. Yea
Oregon ....
. . Yet .
. . v. ■
No
. Yea
.
Yet
v.
"i ■
Yi -
Rhode [aland . .
. . Yet .
\
No
. No
South <
. . Yet
. . Yes
No
■\ • •
South Dakota , .
. . Yet .
'.
. 1 • ■
I
. . V. -
. . No ■ ■ ■
. . . .
. . Yet ■
'i •
! ....
. . Yet ■
. .
. .
\ || ...
. . Yet
. . Y< ...
B
NO
. Yet
J 1
Virginia ■ •
. . Yet
. . . Yi
N
Washington . .
. . Yet
. . Y(
■
:;• l .
. . Yet
Yet
• •
. . Yet
. . . V-
.> 1 1
.'(7
> 7
1
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE VIII.
TABULATED QUESTIONS AND ANSWERS (Continued}.
1
©"
O.T3
ST x-
1 *4
13 O
a
03 °
8
•° 3
S
0.0
&3.S
u 3
o t3
w fc-
o
X «
■ C*4
•J
a
o a
° M
o a>
8.8
ifl
O U
<v
»- u,
<u OS
te-
st
4-> O
a u
.12
.§5-
« 8
a
CD a]
.2 «
ij-s
oes statute
er to purchase
r corporations
9
►2s c
= a
of «
<2!:2
. Broad . .
. Yes . .
. Yes .
. Yes
, No .
. Broad .
. Yes .
. No .
. No
. Broad . .
. Yes .
. No .
. No
Arkansas . .
. No .
. Broad . .
. Yes .
. No .
. No
California . .
. Yes .
. Broad .
. No .
. No .
. No
. No .
. Narrow
. Yes .
. No .
. No
Connecticut . .
. No .
. Broad .
. Yes .
. Yes .
. Yes
. No .
. Broad .
. Yes .
. Yes .
. Yes
District of Columbi
a . No .
. Narrow
. No .
. No .
Forbidden
, No .
. Broad .
. No .
. No .
. No
, Yes .
. Narrow
. No .
. . No .
Forbidden
. Narrow
. No .
. . No .
. No
. No .
. Broad .
. Yes .
. . No .
Yes limited
. Narrow
. Yes .
. Yes .
Yes limited
Indian Territory-
. No .
. Broad .
. Yes .
. No .
. No
. Broad .
. Yes .
. No .
. No
, Yes .
. Broad .
. No .
. Yes .
. No
Kentucky . . .
. No .
. Broad .
. Yes .
. Yes .
. . No
Louisiana . . .
. No . .
. Broad .
. Yes .
. No .
. No
. No .
. Limited
. . No .
. . Yes .
. Yes
Maryland . .
. No .
. Broad .
. No .
. Yes .
. No
Massachusetts .
. No .
. Broad .
. No .
. Yes .
. No
Michigan . .
. Yes .
. Broad .
. No .
. Yes .
. No
Minnesota . .
. Yes .
. . Broad .
. No .
. Yes .
. No
Mississippi . .
. Yes .
. Broad .
. No .
. . No .
. No
. . Yes .
. . Limited
. No .
. . Yes .
. No
. . Yes .
. . Limited
. No .
. . No .
. No
Nebraska . .
. No . .
. Limited
. Yes .
. No .
. No
. Yes .
. Broad .
. Yes .
. Yes .
. Yes
New Hampshire
. No .
. Broad .
. No .
. Yes .
. No
New Jersey . .
. . Yes .
. . Broad .
, . Yes .
. Yes .
. Yes
New Mexico
. Yes .
. Broad .
. No .
. . No .
. No
New York . .
. Yes .
. Broad .
. Yes .
. Yes .
. Yes
North Carolina
. Yes .
. Broad .
. Yes .
. Yes .
. No
North Dakota .
. Yes .
. Broad .
. No .
. . No .
. No
Ohio ....
. No .
. Limited
. No .
. Yes .
Yes limited
Oklahoma . .
. Yes .
. Broad .
. . No .
. No .
. . No
. No .
. Limited
. Yes .
. No .
. No
Pennsylvania .
. Yes .
. Limited
. No .
. Yes .
. Yes
Rhode Island .
. No .
. Broad .
. Yes .
. Yes .
. No
South Carolina
. Yes .
. Narrow
. Yes .
. Yes .
. No
South Dakota .
. Yes .
. Broad .
. No .
. No .
. No
Tennessee . .
. No .
. Limited
. No .
. No .
. Yes
Texas. . . .
. No .
. Limited
. No .
. Yes .
. No
Utah ....
. No . .
. Broad .
. No
. Yes .
. No
. No .
. Narrow
. No .
. No .
. No
. No .
. Broad .
. Yes .
. . Yes .
. Yes
Washington . .
. No .
. Narrow
. Yes .
. No .
. No
West Virginia .
. Yes .
. Broad .
. Yes .
. . Yes .
. . Yes
Wisconsin . .
. No .
. Broad .
• . Yes .
. Yes .
. Yes
Wyoming . .
. No .
. Limited
. Yes .
. Yes .
. Yes
578
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE IX.
TABULATED QUESTIONS AND ANSWERS {Continued).
Alabama .
Alaska .
Arizona
Arkansas .
California .
Colorado .
Connecticut
Delaware .
District of Columbia
Florida . . .
Georgia . .
Idaho . . .
Illinois . . .
Indiana . .
Indian Territory
Iowa . . .
Kansas
Kentucky . .
Louisiana . .
Maine . . .
Maryland . .
Massachusetts
Michigan . .
Minnesota . .
Mississippi
Missouri
Montana . .
Nebraska .
1 1 . .
New Hampshire
New Jersey
New Mi nice .
New York .
North < larolina
North Dakota
Ohio . . .
Oklahoma . .
< Oregon ,
Pennsylvania
Rhode i
South ( larolina
South Dakota
Texas
Utah . . .
Vrrill ,[11
Virginia
tfton .
Weal Virginia
in .
Wyoming . .
3 "c .2
« I 2
S 5
a i-
o a i.
O * 2
c S
e-o
. Yes .
. No .
. No .
. No .
. Yes .
. Yes .
. Yes .
. Yes .
. No .
, No .
No .
, No .
Yes .
Yes .
No .
. No .
No .
Yes .
Yes .
Yes .
Yes .
No
No .
No .
No .
Yes .
Yes .
No .
Yes .
No .
Yes .
fes limited
v. - .
No .
No .
] ■■
No .
fes limited
No
No
No
f(
No .
r<
No
No
No
No
No
No
No
Yes
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
I •
No
No
No
No
I ■
No
I ■
No
No
Ytt
No
fat
No
Ml*
2S.2
c "*-S
&■•* 2
£;2
M o
05 — ti
So
C ^ r*
Pol
.2 2
Yes .
No ,
No .
Yes .
No .
No .
Yes ,
No
No .
No .
Yes .
No
No .
No .
Yes .
No .
No .
No .
No .
No .
No .
No .
Yet .
Yes .
No .
No .
No .
No
No .
No .
No .
i
No .
No
No .
No
r<
r<
i •
No
No
No
No
No
No
51
— a>
C -3
8*2 ew
"So
32
? . a
_ o
to n,
O"
•a
a2
No .
. . No
No .
. . Yes
No .
. . No
No .
. . No
Yes .
. . Yes
Yes .
. . No
No .
. . No
Yes .
. . No
No .
. . No
No .
. . No
No .
. . No
No
. . Yes
Yes .
. . No
No .
. . No
No .
. . No
No .
. No
Yes .
. . No
Yes .
. No
No .
. No
No .
. No
Yes .
. Yet
No .
. No
1
. No
No .
. No
Yes .
. No
Yee .
. No
Yes .
"i • -
Yfs .
. No
Yes
r< ■
'
. No
Yes .
. No
No .
. r«
Yes . .
. No
. No
'
^
fat
. No
■
. Yet
No . .
. No
Yrs . .
No
N
No
1
. No
'.
No . .
. No
No • •
No . .
. r«
No . .
. No
fat . .
i ■
So . .
Yt . .
^ sa
No . .
'•
No
79
1M OKl'OUATION and organization op corporations.
TABLE X.
TABULATED QUESTIONS AND ANSWERS (Continued).
o o> o
<a C cu •— o
SqtTi
X 5 g
tf BO 01
Alabama No
Alaska No .
Arizona . . ,_, , NQ 1
Arkansas No
J'iilifiirnia . . . . . — Njj — .
Colorado No
Conuectkut .... No
Delaware No
District of Colombia . No
Florida Yes .
Georgia No
Idaho No .
Illinois No .
Indiana No
Indian Territory . . No .
Iowa ...*... No .
Kansas No
Kentucky No
Louisiana No
Maine No
Maryland No .
Massachusetts . . . Yes .
Michigan Yes .
Minnesota No
Mississippi .... No
Missouri No
Montana No
Nebraska No
Nevada No
New Hampshire . . No
New Jersey .... No
New Mexico .... No
New York .... No
North Carolina ... No
North Dakota ... No
Ohio No
Oklahoma .... No
< Oregon No
vlvania . . . No
Rhode Island ... No
South Carolina ... No
South Dakota ... No
Tennessee No
Texas No
Utah Yes
Vermont No
Virginia Yes
Washington .... No
West Virginia . . ". No
Wisconsin . . . . No
Wyoming No
580
feb
° o P
uUuM
Ji ft (3
B°
too-i O'
. No .
. No
Q) K H w -
o c p g
Yes
No
S" o t. a
S o o o
2 O « u
en , a
in £••& <"
OS §^
as o> S
No
No
No
"No "
Yes .
■NT -
No .
No .
No .
No .
No .
No .
No .
Yes .
No .
No .
No .
No .
No .
No .
No .
Yes .
Yes .
Yes .
No .
No .
No .
No .
No .
No .
No .
No .
Yes .
No .
Yes .
No .
Yes .
No .
Yes .
No .
No .
Yes .
Yes .
No .
No .
No .
No .
No .
No .
Yes .
No .
'•It
ft ft >>
gK»ti
" a S
CO 2 ft
— M ft
. Yes
. Yes
. No
T5T
Yes
TeT"
Yes
Yes
Yes
Yes
No
Yes
No
No
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
No
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
No
Jio_
No
No
No
Yes
Yes
No
No
No
No
No
No
No
No
No
No
No
Yes
No
No
No
No
No
No
Yes
No
Yes
No
Yes
No
Yes
Yes
No
No
No
. No
No
No
Yes
No
No
No
No
No
Yes
No
Yes
No
No
. No
. Yes
. Yes
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. Y'es
. Yes
. No
. No
. No
. No
. No
. No
. Yes
. No
. Y'es
. No
. Yes
. Yes
. No
. No
. No
. No
. No
. No
. Yes
. No
. Yes
. No
. Yes
. No
. Yes
. No
. Yes
. Yes
. No
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE XL
TABULATED QUESTIONS AND ANSWERS (Continued).
Alabama
Alaska .
Arizona
Arkansas
Hnlifnrnia
. - =
? a
£ a
None
None
None
None
Niine-
"S.H
■S 5 £
£ bO Jg
c °'S
S = 8
go |
§.§
Five years
No limit .
Fivp ypars
No limit
One ypiir
■315
- 7 - ^
a o .5
" I 3>1
8 J S §
— — r. ~
5 5 "o
. Yes
. No
- N n
No
-2 3s
a. t = =
c - '— 2
No
No
No
_Suo_
Colorado None
Connecticut None
Delaware None
District of Columbia . . None
Florida None
Georgia None
[dab None
Illinois None
i . . . . Mfg. cos. 18 mos
Indian Territory . . . None .
Iowa None .
Kansas None .
Kentucky .... . None .
Louisiana None .
Maine None .
Maryland Four years
M 1--.1 i; isetta . . . . N
in N
None .
ppi None .
■ : iri .... 60 immediately
Montana ■ None .
None
i None
\ .'. I [ampshire ....
New Jersey None
None
New York . . . . h within
North < larolina .... None .
North Dakota .... N .
None .
None .
i N
i within two yean
. . . N
South ' .... N
8outh i ' i .... None .
. . .
None .
Utah N
Ml Nl
Virginia '■
. . .
aia . . •
n me • ■ i
Wyoming ... • • None . . •
No limit .
No limit .
Two years
No limit .
No limit .
Two years
( Ine year .
Two years
No limit .
No limit .
Two years
One year .
Two years
No limit .
Two \ ears
No limit .
No limit .
No limit .
No limit .
No limit .
No limit .
< hie year .
( ine year .
Two years
Tllle.
No limit .
Two j
Two J
Two
( Ine ) ■
i Ine j
I l n rs
I
nt .
I hr. ■
I
nit .
. No
. No
. Yes
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
. No
"i es
. Yes
. No
. No
. No
. No
Yes
. No
. Yet
. No
. No
. fet
»•» (in part)
. r<
. No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
N..
No
No
No
No
No
. No
. No
I I
:.-i
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE XII.
TABULATED QUESTIONS AND ANSWERS {Continued.')
$i ®
« «j «
£ £3
*© © »
3 gl s l
Alabama Yes .
Alaska No
Arizona No
Arkansas No
California No
Colorado Yes .
Connecticut .... Yes .
Delaware Yes .
District of Columbia . No
Florida No
Georgia No
Idaho No
Illinois Yes .
Indiana No
Indian Territory . . No
Iowa Yes .
Kansas Yes .
Kentucky ..... Yes .
Louisiana No
Maine Yes .
Maryland No
Massachusetts . . . Yes .
Michigan Yes .
Minnesota Yes .
Mississippi .... No
Missouri No
Montana Yes .
Nebraska No
Nevada Yes .
New Hampshire . . No .
New Jersey .... Yes .
New Mexico .... Yes .
New York No
North Carolina . . . Yes .
North Dakota . . . Yes .
Ohio Yes .
Oklahoma Yes .
< tregnn No
Pennsylvania . . . . Yes .
Rhode bland .... Yes .
South Carolina . . . Yes .
South Dakota . . . Yes .
Tennessee No
Texas No
Utah No
Vermont No
Virginia Yes .
Washington . . . No
Weal Virginia . . . Yes .
Wisconsin Yes .
Wyoming Yes .
582
co a
£cB
P. C O
L - —
BO
•§■§
S ** 3*^"
N m <a
%'% g*
W 33i
9J.C.2
Yes .
No .
, No .
No .
No .
No .
Yes .
Yes .
No .
No .
No .
No .
, No .
No .
No .
Yes .
No .
No .
No .
Yes .
Yes .
Yes .
Yes .
Yes .
No .
No .
No .
No .
Yes .
No .
Yes .
No .
Yes .
Yes .
Yes .
Yes .
Yes .
No .
No .
No .
No .
Yes .
No
No .
No .
No .
Yes .
No .
Yes .
No .
Yes .
O O tf
"Is
No
No
No
No
No
Yes
Y'es
Yes
No
Yes
No
No
Yes
No
No
No
Yes
Y'es
No
No
No
No
No
No
No
No
No
No
Yes
No
Yes
No
Yes
Yes
No
Yes
No
No
Yes
No
No
No
No
Yes
Yes
No
Yes
No
No
No
Yes
£ *►>
S K
o a
aS «
■° 3
m v .3
No .
Yes
Yes
No ,
Yes
No
No ,
No
Yes
No ,
No
Yes
Yes
No
No
Yes
Yes
No
No ,
No ,
Yes ,
No ,
No .
No .
Yes ,
No .
Yes ,
Yes .
No
Yes .
No .
No ,
No .
No ,
Yes .
Yes .
Yes .
No .
No .
Yes .
No .
Yes .
Yes .
Yes .
No . .
Yes .
No .
No
No .
No .
Yes .
2 is
8.1
II
2 »
C co
£|
^3
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
Yes
No
No
No
No
No
No
No
No
Yes
No
No
No
No
No
No
No
No
No
Yes
No
No
Yes
No
No
No
Yes
Yes
No
No
No
No
No
No
Yes
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE XIII.
TABULATED QUESTIONS AND ANSWERS {Continued).
eg as
Q.S
V
Alabama Unlimited . .
Alaska Fifty years . .
Arizona Twenty -five years
Arkansas Unlimited . .
California^ — _ _ _ J __ i _^_^. — Fifty-year* . .
Colorado Twentv vears .
Connecticut Unlimited . .
Delaware Unlimited . .
District of Columbia . . . Unlimited . .
Florida Unlimited . .
Georgia Twenty years .
Idaho Fifty years . .
Illinois • Ninety-nine years
Indiana . . . Fifty years, others perpetual
Indian Territory . . . . Unlimited
Iowa Twenty years
Kansas Twenty years
Kentucky Unlimited
Louisiana Ninety-nine y
Maine Unlimited
Maryland Forty years
Massachusetts Unlimited
Michigan Thirty years
Minnesota Thirty yean
M . -sippi Fifty yean
M n n ....... Fifty yean
Montana Twenty years
Nebraska Unlim
ida Unlimited
New Hampshire .... Unlimited
t Unlimited
New Mexico Fifty
Vork Unlimited
North < arolina Unlimited
North Dakota Twenty vears
Ohio Unlimited
Oklahoma Twenl
( Iregon I Inlimitea
Pennsylvania Unlimited
Rhode [aland Unlimited
South Caroline 1 Inlimited
South Dakota ... i ■
Tennessee I 'nlim
I
Utah
Vermont Unlim
Virginia Unlimited
. . . . I ■
irginia Fil
in Unlimited
Wyoming Rfty yean
c — a
*p
*§"
2.T3
Yes .
. Yes
Yes .
. No
Yes .
. No
Yes .
. No
Yes .
. No
Yes .
l es
Yes .
. No
Yes
. No
No .
. No
No .
. No
No .
. No
Yes .
. No
Yes .
. No
Yes .
. No
Yes .
. No
Yes .
. No
r M .
. No
Ye.'. .
. No
Yes
V.
No .
. No
Ve-
. No
Yes
. Yes
VeS
. No
Yes .
. No
r<
. No
. No
. No
Yes .
. N,,
Ye*
. No
No .
V,
. Yet
i
. N..
I
. Yt
Yi
V,
J i
^ I
r< -
. No
i i
1
^.
\ ■
N ■
Y(
[ ■
. No
1 1
1
1 ■
I •
1
f«
1
fei .
i.
1
. No
. No
5.K 2
5.5.
feS-i
« 3
- 33
<D —
E = '- 1
.9>c83
» B o
>.t
£ »
*j a. =
to^oa
3 cr >-
3 „
a J"8
S |1
. Y'es .
No
. No .
Yes
. No .
No
. Yes .
No
No
. Yes .
Yes
. No .
Yes
. Yes .
No
. No .
Yes
. No .
No
. No .
No
. JTea .
No
^ (S .
No
. Yes .
No
Yes ,
No
. Yes .
No
. Yes .
Yes
. No .
No
. No .
Yes
. No .
No
. Yes . .
No
Yes . .
r< ■
J eS .
J es .
No
Fee .
No
Yea
Yt i
. No .
1 1
.
No
Retaliatory
Y<
. v.
"> es
1; ■ iliatory
1
'i •
No
. No .
. Fee .
N ■
.
No
. Ye, .
. No .
No
fee .
Y<
. No .
Y(
J
No
Vei .
No
Y<
No
Yet .
No
■ .
No
Yet .
V
r« .
re* .
No
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE XIV.
TABULATED QUESTIONS AND ANSWERS {Continued).
°-S
c.2
6-a
fe-=
Alabama Three up . .
Alaska Three up . .
Arizona One or more .
Arkansas Three or more
California Five or more .
Colorado Three to thirteen
Connecticut Three or more
Delaware Three or more
Dist lift of Columbia . . Three to fifteen
Florida One or more .
Georgia One or more .
Idaho Five to eleven
Illinois Five to eleven
Indiana Three to thirteen
Indian Territory . . . Three or more
Iowa One or more .
Kansas Three to twenty-four
Kentucky Three or more
Louisiana One or more ,
Maine Three or more
Maryland Four to twelve.
Massachusetts .... Three or more
Michigan Three or more
Minnesota Three to fifteen
Mississippi One or more .
Missouri Three to thirteen
Montana Three to thirteen
Nebraska One or more .
Nevada Three or more
New Hampshire . . . Three or more
New Jersey Three or more
New Mexico .... Three or more
New York Three or more
North Carolina . . . . Three or more
North Dakota .... Three to eleven
Ohio Five to fifteen
Oklahoma Three to eleven
n Three or more
ylvania .... Three or more
Rhode Island .... One or more .
South Carolina .... One to nine .
South Dakota . . . . Three to eleven
Tennessee Five or more .
Texas Three to thirteen
Utah Three to twenty-five
Vermont Three or more
Virginia Three or more
Washington Two or more
West Virginia .... One or more
Wisconsin Three or more
Wyoming Three to nine ,
r,v±
on fc
s °
Yes
No
No
Yes
Yes
Y'es
Yes
Y'es
No
No
Yes
No
Yes
Y'es
Yes
No
Y'es
Yes
Y'es
No
No
Yes
No
No
Yes
Yes
Y r es
No
Yes
No
Yes
No
Yes
Yes
Y'es
Yes
Yes
No
Yes
No
Yes
Yes
Yes
Y'es
Yes
No
Yes
Yes
Yes
Yes
Yes
X
«>«
> CO
at Jt
Does ac
fer power
in board
directors ?
No .
. Yes
No .
. Yes
No .
. No
No .
. Yes
No .
. Y'es
No .
. Y'es
Yes .
. Yes
Y'es .
. Y'es
No .
. Yes
No .
. Yes
No .
. No
No .
. Yes
Yes .
. No
No .
. No
No .
. Yes
No .
. No
No .
. No
Yes .
. Y'es
No .
. No
Yes .
. No
No .
. Yes
Yes .
. Yes
No .
. Yes
Yes .
. No
No .
. No
Yes .
. Yes
No .
. Yes
No .
. No
Yes .
. Yes
No .
. No
Yes .
. Yes
No .
. No
Yes .
. Yes
Yes .
. Yes
No .
. Yes
No .
. Yes
No .
. Yes
No .
. No
Yes .
. Yes
No .
. No
No .
. No
No .
. Yes
No .
. Yes
No .
. Yes
No .
. Yes
No .
. No
Yes .
. Y'es
No .
. Yes
No .
. Y'es
Yes .
. Yes
No .
. Yes
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE XV.
TABULATED QUESTIONS AND ANSWERS (Continued).
O 08
V a. °
- - s
i- : J.
2 S2
- = o
— — -=
Alabama . . .
No
Alaska . . . .
No
Arizona . . .
No
Arkansas . . .
No
California . . .
Yes
Colorado . . .
No
Connecticut . .
No
Delaware . . .
No
lii-t. ..i i lolurabia
Yes
Florida ....
Yes
ia . . .
No
[daho . . . .
Fes
Illinois ....
Yes
"i ea
Indian Territory .
No
Iowa
No
Kansas ....
No
icky . . .
Fes
Louisiana . . .
No
Maine ....
No
Maryland ■ . .
No
busetts
No
Michigan . . .
. .
Y.'s
nppi . .
No
in
.Moniana . . .
]
Nebraska ■ . .
i
la ...
No
New Hampshire .
No
New .l.i-. v . .
No
• . .
No
i irk . . .
No
North i larolina .
No
North Da ita
No
Ohio
No
ma . . .
No
. . . .
No
1 ' i . .
Island . .
South • ■
. .
.
. . .
.
No
.
.
.
.
. .
~ M
z. a
a o
— ■
els
OtS-2
President and Secretary or Treasurer
Not designated . . .
Not designated . . .
Not designated . . .
President and Secretary
Not designated . . .
Pres. or vice-Pres. and Sec. or Laa
and Trias, or Ass
President and Treasurer
X ■ -t designated . . .
Not designated . . .
Nol di aig aated . . .
I Secretary
Not designated . . .
Treasurer
Not designated . . .
Treas
Not des
Not designated
Not designated
Not designated
dent or Vice-President
/ < !li rk or Treasure
-'il . . .
President and Ti i
Not designated . . .
Nol designated . . .
esignated . . .
ited . . .
r I it a I Set retary
Not deaignati d ...
Prea. or Vice Prea. and Sec.
rer or < lashier
P !. lit and Tl
Not designated . . .
and S«
it and Sd
r
P lent and S. I
Nol di ...
Nol design it' d . .
irer
. . .
••■I . . .
Not do ign itcd . •
I n
and Cashier,
1-
Sec,
w — j.
<■> <- £
a £ z
9 S =
i --
No
No
No
No
No
orbidde
I V
■> es
Fes
No
No
No
No
No
No
V,
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
\
Jfi
No
No
No
i'l
~ l I
m i -
- = v
c D.*j
C 2
•X —
. Yes
. Yes
"i . -
*i -
■\ • a
\ . -
. Yes
Fi -
. No
5 a
. No
'i . -
Fes
. Fea
1 ■
. res
Fee
F<
. Yes
5 1
'i
. J
. Fe«
1
. 5 i
1
, i •
'i •
\
^ ■
\ ■
. Ytt
1
. JTi
. >
. Y(
. ^
I
fi
Ifi
i
INCORPORATION AND ORGANIZATION OF CORPORATIONS.
TABLE XVI.
TABULATED QUESTIONS AND ANSWERS {Continued).
Alabama
Alaska
Arizona
Arkansas
California
Colorado
Connecticut ....
Delaware
District of Columbia .
Florida
Georgia
Idaho
Illinois
Indiana
Indian Territory . . .
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts . . .
Michigan
Minnesota
Mi>M>sippi
Missouri
Montana
Nebraska
Nevada
New Hampshire . . .
New Jersey ....
New Mexico ....
New York
North Carolina . . .
North Dakota . . .
Ohio
Oklahoma
Oregon
Pennsylvania ....
Rhode Island ....
South Carolina . . .
South Dakota ....
Tennessee
Texas .... Yes
Utah
Vermont
Virginia
Washington ....
West Virginia . . .
Wisconsin
Wyoming
586
»s •&
U W U
re v
> a>
»: «
o S n
: — -■
Yes .
Yes .
Yes .
Yes ,
Yes .
Yes ,
Yes .
Yes .
Yes .
Yes .
Yes .
Yes .
Yes .
Yes .
Yes ,
Yes .
Yes ,
Yes .
Yes .
Yes .
Yes .
Yes .
Yes
Yes .
Yes
Yes
Yes .
Yes .
Yes ,
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
(increase)
Yes
Yes
Yes
Yes
Yes
Yes
Yes
*8,
* -. £
"2 8.
■•-> t«
O >- 3
s « a
m o
O u 2
•5 a.
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
No
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
Yes
Yes
, Yes
Yes
Yes
Yes
. Yes
Yes
Yes
. Yes
Yes
, Yes
. No
. Yes
, Yes
. No
Yes
. No
Yes
Yes
. Yes
, Yes
, No
. Yes
. No
. Yes
. Yes
. Yes
1!
X o C
%2
o . a>
o c. o
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
Yes
^ <B S 55
m a C B
UJJOJ
£ e!=«H
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a> el
'? B
.JL ►" B
.2 tr
•o 2 8
b 5 a
g.s 5
5 b-~
*> s •-
OH C*J
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. No .
. Yes .
. No .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. No .
. Yes .
. Yes .
. No .
. Yes .
. Yes .
. Yes .
. No .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. No .
. Yes .
. No .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. Yes .
. No .
B
B *3-<
. Yes
. No
Practically so
No
No
No
No
Practically so
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
Yes
No
No
No
No
No
No
No
Practically so
Practically so
No
No
Yes
No
No
No
No
No
Yes
No
Yes
No
No
QUESTIONS AND ANSWERS RELATIVE TO CORPORATION ACTS.
TABLE XVII.
TABULATED QUESTIONS AND ANSWERS (Continued).
01 -
a> C^-
= ^=^
* X Z
£ o
S £ *>
C - 51
«.- .5
I|
g 2
o u "^
c. t. a
ill
c .S -
° m
'■§•* s
= z. 3
t expressly c
to enlarge or
porate power
of statutory
corporate ex
rpose of wind
,te affairs.
■1
c -s • -
» eta
o o
go
— = 2
5 o °-S
Have
to Burre
organiz;
"r i2i r
P U.g
£ a
Leng
tension
ence for
up corp
. Yes . .
. Yes . . .
Five years
. No . .
. Y'es . .
.No . . .
Three years
, No . .
.No . .
. No . .
None designated
, No . .
. Yes . .
. No . . .
None designated
No .
. Yes .
.No . .
None designated
No .
. Yes . .
. No . . .
None designated
No . .
. Yes . .
. Yes . . .
None designated
. Yes . .
Y'es . . .
All necessary time
District of Columbia
. No .
. Yes . .
. No . . .
None designated
No .
. Y'es . .
.No . . .
Three years
Georgia
No . .
. Yes . .
.No . . .
designated
No . .
. Yes . .
. No . . .
Noue designated
No . .
. Yes . .
. No . . .
Two ]
No . .
Yes . .
. No . . .
Three rears
Indian Territory . . .
.No . .
. Yes . .
. No . . .
None designated
No . .
.No . .
. No . . .
None designated
No .
. Yes . .
. No . . .
Any necessary period
No . .
. Yes . .
. No . . .
Any accessary period
None designated
No . .
. No •
. No . .
Maine
. No . .
. No . .
Three j ears
. No .
All necessary time
Massachusetts . . . .
. Fes . .
. Yes . .
. N
Three \ tins
No . .
Yes . .
.No . .
Three years
No ■
. Yes . .
. No . .
Three
No . .
. Yes .
. No . .
Three \ ears
No . .
. Yes .
. No . .
None designated
No .
. Yes .
. No . .
None designated
No .
. JTes •
. No . .
designated
Yes .
. Yes .
fee . .
None desig
New Hampshire . .
. No
. Yes .
.No . .
Three
'I es . .
None designated
. . .
. . No .
. r<
. No . .
None designated
Fee . .
None designate d
North Carolina . •
. Fes .
. v.
\ i ■, . .
Three
No . •
Nolo- aesi)
Ohio
N i .
V
. .
nated
N
. . T(
. .
No . •
l
. None
Penn
. . No .
. . ^ ■
. . No . .
Rhode Island , • ,
, . v
V
No . ■
I
South ' Carolina
. . No
. v
. . No . .
Booth Dakota . . •
. N
Yen
No . •
■ted
Tennessee ....
. \
- Jf(
'i • - . .
I
nated
.
'■ I .
. . T(
. No • •
i
. . N
. v
r« . .
Vermont
. . No
r<
. .
. . . .
•i ...
. . v.
No
fee . .
.ia . . .
. . T<
^ ■
JTm . .
insin ....
Wyoming ....
. . Vsj .
. . S
^.1 . .
. . No . .
.
GENERAL INDEX.
[The references are to pages.]
A.
ABANDONMENT,
non-user of corporate franchise as a ground for forfeiture . . 158-159
of corporate powers 1.
suspending ordinary business 159
ABSENT STOCKHOLDERS,
may vote by proxy 49, 104
ACCEPTANCE,
by State of surrender of charter . 155
necessity of acceptance of resignation of directors ... . 101
ACCEPTING BENEFIT,
in its relation to doctrine of estoppel .
ACCOUNT BOOKS. (See Books ok Account.)
ACKNOWLEDGMENT,
of certificate ol incorporation . 79-80
ACQUIESt ENCE,
effect of 34
ACTIONS,
by creditors L42-148
I'-. 8 force forfeiture of charter 157-158
ockholders 1.
for assessments \\j,
ADOPTION. (See Bath [cation.)
ADOPTION OF BY-LAW8 90 LOO
by directors 7.")
ADVA.VI AG!
4-5
AI FIDAVIT,
antitrust |
■ amount "i tock paid in 72-78
1
payment
m
AGENT,
appointment "f 1 I
of appoint I of
■ "ii
GENERAL INDEX.
AGREEMENTS,
to consolidate 77
voting trust 103
ALIENATION,
of franchise of being a corporation not permitted 51-52
power of, by corporations 51-52
ALIENS,
may be directors 101
may become incorporators 13
ALTERATION,
of by-laws 100
of charter 46, 145-152
of name 41
of number of directors 46
of par value of shares 57
AMBIGUITIES,
in corporate grant is resolved in favor of public 77-78
AMENDMENT,
change of capitalization 41
corporate agent 47
domiciliary office 42
duration of corporate existence 40-41
name 41
number of directors 46
par value of shares 57
place of business 47
powers 56-57
purposes 46, 145-152
decrease of capital stock 41
increase of capital stock 41
of charter by directors 146
stockholders 145-152
of charters 145-152
before organization 58
AMOTION,
of directors 60-61
of officers 60-61
AMOUNT,
limitations upon amount of capital stock 69-70
of stock paid in 72
subscriptions 70-71
with which a corporation may begin business .... 73
ANNUAL LICENSE TAX,
upon foreign corporations 199-202
ANNUAL MEETING,
date of 74
place for holding 40
ANNUAL REPORTS. (See Reports.)
ANTI-TRUST AFFIDAVIT 81
ANTI-TRUST LEGISLATION 167-168
500
GENERAL INDEX.
APPLICATION FOR CHARTERS,
form of
80
refusal of 80,82-83
APPOINTMENT,
of executive committee 107-108
of resident agent ion
APPRAISAL OF PROPERTY,
by directors 137-138
by State, officials 189-141
taken by a corporation in exchange for capital stock . . . 137-138
ARTICLES OF AGREEMENT,
purpose of jq
ARTICLES OF ASSOCIATION,
synonymous with charter H
ARTICLES OR CERTIFICATE OF INCORPORATION,
acknowledgment of 79-80
amendment of 145-1. V2
contents of 1 1
defects in 50
evidentiary effect of 26
filing, publishing, and recording of 80, 86-87
miscellaneous provisions relative to contents of 76-77
publishing go,
recording 86-S7
remarks on # 9
si J,"»i"g 71)
synonymous with charter H
ASSENT OF STOCKHOLDERS,
to by-laws 100
t/> preferred stock .}.-,
ASSESSMENTS,
forfeiture of shares for non-payment of stock 10S— 1 « >:»
power to levy 48-19
ASSETS,
of corporations liable for their debts Ill
power of corporation to dispose of its entire M-52
ATTORNEY-GENERAL,
approval of articles by 77
bringing of qxto warrartlu proceedings by 157
15.
BENEFITS,
doctrine thai tin- reception "f benefits under an ultra virtt oontrad
lit to set up its illegality
BEQUES1 -
p 1 • • 1 of corporation to aocept
BOARD 01 DIRECTORS. (See Disn roM.)
BOARD OF M VNAGEMENT »;7
BONA FIDE PURCHASERS "l SHARES,
Liability of| to creditors 171-172
591
GENERAL INDEX.
BONDED INDEBTEDNESS,
limitations upon (See Part II.)
BONDHOLDERS,
right to participate in election of directors 57
BONDS,
power to issue 00
BONUS,
to be paid to the State upon creation of corporations . . . 84-85
BONUS STOCK, U3
BOOKS,
inspection of corporate 165-167
open to inspection of creditors 165-167
stockholders 165-167
what books corporations required to keep (See Part II.)
where kept 65-66
BOOKS OF ACCOUNT. (See Books.)
BORROW,
incidental power of corporations to 60
BREACHES of TRUST,
by directors 174-176
BURDEN OF PROOF,
when thrown upon creditors in attacking valuation of property
taken in exchange for stock 125-137
when thrown upon stockholders in attacking valuation of property
taken in exchange for stock 125-137
BUSINESS,
entire, may be transacted outside of domiciliary State .... 40
power to transact, outside of domiciliary State 38-40
principal place of 66
BUSINESS CORPORATION,
meaning of term 9
BY-LAWS,
adoption of 99-100
by directors 75
alteration of 99-100
book of , 10°
definition of 99
inherent power to make 33
mode of enacting 33
power of directors to adopt 55-56
of stockholders to adopt 99
to enact 33
to inflict penalties for violation of (See Part II.)
statutory provisions relative to 100
c.
CAPITAL,
liability of directors for declaring dividends out of 174
what is, when applied to corporations 67-68
592
GENERAL INDEX.
CAPITAL STOCK,
decrease of 41
definition of 67-69
increase of 41
issuance of 112-113
limitation upon amount of (See Part III. Table V.)
manner of payment of 69, 112-113
payment of, in cash 113
property 120-122
services 120
CERTIFICATE OF CAPITAL STOCK,
\\ lit-n must issue 110-111
who entitled to 110-111
who must sign 110-111
CERTIFICATE OF INCORPORATION. (See Articles of Incor-
poration.)
CERTIFICATE OF ORGANIZATION,
synonymous with charter 11
CHANGE IN ARTICLES. (See Amendment to Articles.)
CHANGE OF CORPORATE NAME 41
CHARTERS,
construction of 77-78
creation of corporations under 9
definition of 10
essentials of 11
form in which granted s 'i
nature of 10
(See also Articles of Incorporation.)
Hon of mattc-rs to be inserted in . . . (See Part III. 5<»8-570)
CITIZENS,
meaning of term in federal constitution 181
CITIZENSHIP OF CORPORATIONS 66
CLASSIFICATION,
of directors 67 58
of incorporation acts 7-8
( OI.LA I ERAL ATTACK,
upon corporate existence 21-28
upon corporate powers 21-28
coi p irate purposes 21-28
COMBINATIONS,
in restrain! "f trade, unlawful tru ts for the control of corpora-
tions and the prevention of competition among them . . . 167 168
COM I l r,
doctrine of State l s| 190
COMMENCE BUSINE8S,
time within which o " | ""' • 1 "' 1 • • • • '"
u hen corj nl itled to 92-94
COMMENCEMEN I OF i ORPOB \i I I JUSTENi i: . . . .
COMMENCEMENT OF OPERATIONS (See Cokmenci Bi
COMMERCE I I. aim; OF MM. I EDEB U < ONS1 mi ION 102 210
:is
GENERAL INDEX.
COMMERCIAL PAPER. (See Negotiable Instruments.)
COMMISSIONERS,
to take stock subscriptions 99
COMMITTEE,
executive 56, 107-108
COMMON I. AAV POWERS,
definition of 30-31
enumeration of 30-31
COMPANY,
does not imply incorporation 14
COMPETITION,
combinations or trusts among corporations for the prevention
of 167-168
CONCLUSIVE,
meaning of, in relation to evidentiary effect of documents ... 26
CONDITIONS,
imposed upon domestic corporations with reference to transaction
of business within State 145-179
imposed upon foreign corporations with reference to transaction
of business within State 180-210
CONDITIONS PRECEDENT,
to coming into existence as a corporation 93
CONDITIONS SUBSEQUENT,
forfeiture of charters on the happening of 93
CONSOLIDATION,
meaning of 40
payment of taxes upon 85
regulation of right of 178-179
CONSOLIDATION OF CORPORATIONS,
when power exists 38
CONSTITUENT ACTS,
power to perform outside of domiciliary State 40
CONSTITUTIONAL LAW 181, 202-210
CONSTITUTIONAL PROVISIONS,
creating individual liability of stockholders for corporate debts 169-174
CONSTITUTIONAL RESTRAINTS,
relative to impairing the obligations of contracts 153-154
upon the creation of corporations 9
CONSTRUCTION OF CHARTER 77-78
CONTRACTS,
impairing obligation of 77-78
power of corporations to make 60
CONTROL OF CORPORATIONS,
who entitled to 102
CORPORATE AGENTS,
power to appoint 33
CORPORATE BOOKS. (See Books.)
CORPORATE ELECTIONS. (See Elections.)
594
GENERAL INDEX.
CORPORATE EXISTENCE,
collateral attack upon 21-28, i
duration of 73-74
extension of 1 7 ' > — 1 7 7
power to extend 40-41
proof of 24-26
right of State in direct proceedings to attack 90-92
when commences 92-94
CORPORATE NAME,
not alienable 32
power to change 41
right to 31
CORPORATE OFFICERS,
election of 105-107
power to appoint 33
CORPORATE POWERS,
at common law 30-31
classification of 29-30
collateral attack upon 21-28
consolidation of 29
definition of 30, 34, 59
enumeration of 34 35
express 30, 84, 86
financial 60
implied 80-31, 59
incidental 30.
power c,i" amotioD '
to give and accept evidences of debt 60
mortgage and pledge 80
purchase corporation's own stock 86 ; 7
purchase stuck in other corporations
CORPORATE PURPOSES,
collateral attack upon 15-19
illegal 8-28
number of
CORPOB M-.
right tu adopt and use a 82
CORPORATIONS,
cmiiiot I..- created by voluntary ent 1 ( >
.t. become incorporators '•*
citizenship of ' ''
common i ol
ilidation of
: ' 1"
of
domicile of
of •
l " "
for what purp 1:l
i GENERAL INDEX.
CORPORATIONS — continued.
incidental powers of 59-60
name of 14
power of minority stockholders to compel purchase of holdings . 47
to amend articles before organization 58
appoint executive committee 56
authorize directors to adopt bydaws 55-56
authorize votiug by proxy 49
bestow upon bondholder's right to vote at corporate
elections 57
borrow money 60
change corporate domicile 47
change corporate name 41
change corporate purposes 46
change number of directors 46
change par value of shares 57
change principal place of business 47
classify directors 57-58
diminish corporate powers 57
dispose of corporate assets as an entirety .... 51-52
enforce a lien upon stock to secure payment of corporate
debts 47-48
enlarge corporate powers 56
forfeit stock 48-49
increase or decrease capital stock 41
insert provision for regulation of internal affairs . . 53-55
issue preferred stock 41-45
issue stock in exchange for services or property . . 49-50
levy assessments 48-49
make contracts 60
perform constituent acts 40
permit cumulative voting 49
purchase its own stock 36-37
purchase stock in other corporations 37-38
surrender charter before organization 58
transact business outside of domiciliary State . . . 38-40
voluntarily dissolve the corporation 52-53
steps necessary to creation of 12
time within which corporation must organize 109-110
where can be created by special act ... 9
CORPORATOR 12
COUNTY OFFICES,
filing and recording in 86
CREDITORS,
directors' liability to 174-176
right of, to enforce stockholders' liability for corporate debts . 169-174
inspect corporate books 165-167
stockholders' liability to 169-174
CUMULATIVE VOTING,
at corporate elections 49
596
GENERAL INDEX.
D.
DARTMOUTH COLLEGE DECISION 153
DATE OF ANNUAL MEETING 74
DEBTS,
limitation upon account of corporate 74-75
power of corporations to incur GO, 74-75
DECREASE OF CAPITAL STOCK 41
DE FACTO CORPORATIONS, 87-90
DEFAULT,
in payment of annual tax, effect of 160
DEFINITIONS.
business corporation . , 9
capital stock 08
incorporation 9.
incorporator 12
shares of stock 68
DE JURE CORPORATIONS
DELEGATION,
of powers of board of directors to executive committee . . .107-108
DEVISES,
power of corporations to accept 33
DIMINISHMENT,
of corporate powers 53
DIRECTORS,
adoption of by-laws by 75
appraisal of property l>y 137-138
classification of 57-58
election of 100 104
first meeting of 105 107
named in certificate are directors de jure 87
power to adopt by-laws
appoinl executive committee 56
ige number of 16
by proxy 106
qualification of • 101 102
Board 01 Management.)
statutory liability of 171 176
DIBEi TORI PROVI8K 1
what are '.'1
DISQ1 Ai.M [CATION,
for the office "f director b'l
DISSEN 1 ING DIRJ I rORfl
ion foi ' ition of , from statutory liability • ■ L64 157
DISSOLU riON,
involuntary l
voluntary
DISSOLUTION OF I 0RPORATION8 A 157
GENERAL INDEX.
DISTINCTION,
between <lc jure and de facto corporations 87-88
DIVIDENDS 174
DOCTRINE OF ESTOPPEL 63-65
DOCTRINE OF STATE COMITY 184-190
DO< I'KIXE OF ULTRA VIRES 61-65
DOING BUSINESS,
what constitutes doing business by a foreign corporation . . 190-195
DOMESTICATION,
of foreign corporations 198
DOMESTIC CORPORATIONS 145-179
DOMICILE,
corporate 65-66
DOMICILE OF CORPORATIONS,
power to change corporate 47
DOMICILIARY OFFICE 65-66
DOUBLE LIABILITY,
of stockholders to creditors 173
DUMMY,
directors 14
incorporators 14
DURATION,
of corporate existence 73-74
limitations upon 154-155
of office for directors 102
E.
EFFECT,
of appraisal of property by directors 137-138
state officials 139-141
ELECTION,
of corporate officers 107
ELECTIONS,
corporate 100-104
of directors 100-104
ELEEMOSYNARY CORPORATIONS 9
ELIGIBILITY,
as an incorporator 14
to office of director 100-104
ENLARGEMENT,
of corporate powers 56
EQUAL PROTECTION OF LAWS 181
ERROR OF JUDGMENT 136
ESTOPPEL,
doctrine of, in pais 63-65
in case of ultra vires contracts 63-64
to deny corporate existence 28
508
GENERAL INDEX.
EVIDENCE,
meaning of conclusive 26
prima facie 26
of corporate existence 24-26, 87 -88
EXCESSIVE DEBTS 74-7:>
EXECUTION,
of articles of incorporation 79-80
EXECUTIVE COMMITTEE,
appointment of 107-108
power of directors to appoint 56
powers of executive committee of directors 56
EXEMPTION,
of stockholders from personal liability 75
EXISTENCE OF CORPORATION. (See Corporate Existence.)
EXPIRATION OF CHARTER 176
EXPRESS POWERS,
definition of 34-37
enumeration of 34-37
EXTENSION,
of corporate existence 176-1 . 7
payment of tax upon
EXTRA-TERRITORIAL POWERS 38-40, 184-1 90
F.
FALSE REPORT,
liability for directors making "4
FEDERAL COURTS,
right of foreign corporations to remove cases to 19S
FEES,
organization 84-85, 177-1. 8
FICTITIOUS INCREASE,
of stocs l23
FICTITIOUS 8TOCK 72,148
FILING CHAR! BR,
in local county offices S|
with State officials 82-W
FINANCIAL POWERS OF CORPORATIONS ,; "
FINES,
power to enforce by-laws by. pecuniary fines " 1
FIRST DIRECTORS' MEETING 106 107
FIRST GENERAL INCORPORATION ACT,
FORI. K.N CORPOB ITIONS,
■"
108 190
license tai on
■ ty for transacting I itnoul pennll '
lude • .... i.i.-
what constitutes doing bn nthepartof HHHliw
GENERAL INDEX.
FOREIGN LAWS,
extra-territorial force of statutes enforcing liability upon direc-
tors and stockholders 169-176
FORFEITURE OF CHARTERS,
for insolvency 160
for misuse or abuse of corporate powers 159
for non-payment of taxes 160
for non-performance of conditions precedent 160
subsequent 160
for non-user of corporate franchises 158-159
for violation of express statute 160
FORFEITURE OF SHARES 48-49
FORM,
in which charter is granted 86
FRANCHISES,
corporation 11
FRANCHISE TAX,
distinction between franchise tax and property tax .... 177-178
distinguished from organization tax 84-85
right to impose 178
FRAUD 127-128
FRAUDULENT ISSUE OF SHARES 33
FULL LIABILITY CORPORATIONS 174
FULL-PAID STOCK 142-143
FUNDAMENTAL CHANGES IN CHARTER 145-152
G.
GIFT OF SHARES,
effect of, on liability of stockholders 143-144
"GOOD FAITH RULE,"
for payment of shares in property other than money .... 123-125
statement of 123-125
GRADUATED ORGANIZATION TAX,
right to impose 178
validity of 85
GRANT,
power to 32-33
H.
HOLDING OVER BY DIRECTORS 102
I.
ILLEGAL PURPOSES 28-29
IMMUNITY,
from personal liability by publication of articles 80
IMPLIED POWERS 59
INCIDENTAL POWERS 59-61
INCORPORATION,
definition of 9
purposes for which corporations may be formed 17-19
600
GENERAL INDEX.
INCORPORATION ACTS,
classification of 7-8
INCORPORATORS,
aliens may be 13
corporations cannot be 13
definition of 12
dummy 1-4
infants cannot be 13
married women may be 13
may sign articles by mark 79
must be known persons 13
organization meeting 05-96
privileges of 11
qualifications of 12
synonymous with corporators 12
INCREASE,
in par value of shares 57
of capital stock 41
INDEBTEDNESS,
limitation upon corporate 74—75
INDIVIDUAL LIABILITY OF STOCKHOLDERS .... 169-174
INFANTS 13
INSOLVENCY,
forfeiture of charter for 100
INSPECTION OF BOOKS AND RECORDS,
by creditors 163 L67
by stockholders 165 167
INSPECTION OF CORPORATE BOOKS 165 167
INSPECTORS OF ELE( TION 10
INTERNAL AFFAIRS,
provisions for tbe regulation of 53-55,70,108-169
INTERPRETATION OF CHARTER 77-78
EB STAG I. I OMMERCE,
clause of the Federal Constitution 202-210
INTRODUi TION 1
INVOLDNTARI DISSOLUTION 156-157
IPSO FACTO DISSOLUTION L54 L67
IPSO F [CTO l ORFEITURE I
\.\( i; AND PAYMENT OF I M'liM. STOCK , , .112 LIS
I.
LABOR Dl l; I -.
• • khi Iden for 1 " :; ,71
LAND
rationi to take and bold
LAW \NI> FACT,
of !•"'
601
GENERAL INDEX.
LEADING INCORPORATING STATES,
enumeration of 3, 7
LEASES,
power of corporations to accept leases in exchange for stock . 50, 121
LEGISLATIVE AUTHORITY,
essential to creation of corporations 10
LEGISLATIVE CONTROL,
over domestic corporations 145-179
over foreign corporations 180-210
LEGISLATIVE INVESTIGATION,
into corporate affairs 164
LEGISLATIVE REGULATION,
of internal affairs 167-168
LEGISLATIVE REQUIREMENT,
of annual report 164-165
LEGISLATURE 145
LETTERS PATENT,
when conclusive as to fact of incorporation 24-28
LIABILITY,
of directors. (See Directors.)
of stockholders. (See Stockholders.)
LIABILITY OE STOCKHOLDERS,
exemption from 74-75
LICENSE TAX,
upon foreign corporations 198-199
LIEN,
corporation's lien upon stock of its members to secure debts
due it 47-48
LIMITATIONS,
upon amount of capital stock 69-70
upon corporate existence 74-75, 154-155
upon power to hold real property 32-33
LIST OF SHAREHOLDERS,
failure to keep alphabetical list of stockholders not an ipso facto
dissolution 176
M.
MAJORITY,
of directors rule in private corporations 109
of stockholders entitled to control in private corporations . . . 102
MANDAMUS,
right of 84
MANDATORY PROVISIONS 91
MANNER OF PAYMENT OF CAPITAL STOCK . . 69, 113, 120
MANUFACTURING CORPORATIONS 173
MARRIED WOMEN,
may be incorporators 13
MAXIMUM AMOUNT,
of indebtedness 82
602
GENERAL INDEX.
MEETING,
date of annual 74
organization 95-98
MEETINGS,
of directors 105-107
for election of directors, where held 104
of stockholders 40,96-08,104
MERGER. See Consolidation.
MINING COMPANIES 131-132
MINISTERIAL DUTIES 84
MINORITY STOCKHOLDERS,
power to compel purchase of their stock upon consolidation 58-59, 102
MISCELLANEOUS PROVISIONS,
relative to contents of articles of incorporation 76-77
MISCONDUCT OF DIRECTORS. (See Amotion.)
MISTAKES OF JUDGMENT,
in appraisal of property taken in exchange for stock .... 136
MISUSER,
a ground for forfeiting corporate charter 159
MONEY,
payment for stock in 113
"MONEY OR MONEY'S WORTH" RULE 113
MORTGAGE,
corporate 00
power to 60
MORTGAGE BUNDS 60
N.
NAMES OF ( ORPORATIONS,
corporate name not alienable 31
purpose of 11. 31
powei to change "
i tinn of corporate ,!1
right to a corporate name 14,81
similarity in corporate name forbidden 11.31
NEGLIGENCE,
liability of directors for '««
NEGOI tABLE [N81 Rl Ml.N'TS,
c<>r) ''"
NON ASSESSABLE STOCK 141-148
r wmf.vi OF i IXES
iture of chattel tot
PERFORM \N< I «'i I ONDITIONS PRJ CI Dl
rfor ...
NON PERFORM INI I OF I OND1 nON8 SUBSEQU1
forfeiture of cl
GENERAL INDEX.
NON-USER,
dissolution of corporations for 153-159
NOTICE,
of directors' meetings 106
of incorporators' meetings 96
0.
OATH,
of inspectors of election 103
of office 101
OFFICE 66
OFFICERS,
of corporations 107
ONE-MAN CORPORATIONS 13-14
ONUS PROBANDI. (See Burden of Proof.)
ORGANIZATION MEETING OF INCORPORATORS,
how called 96
where held 96-98
ORGANIZATION OF CORPORATIONS,
certificate of 109
steps necessary to complete 98-99
ORGANIZATION TAX 84-85
distinguished from franchise tax 85
graduated 85
right to impose 178
ORGANIZE,
time within which corporations must 109-110
OUSTER
judgment of, in quo warranto proceedings . . . 112-113, 157, 198
OVERVALUATION,
of property delivered in exchange for stock 122-137
P.
PAID UP STOCK,
meaning of 142-144
PARTNERS,
liability of incorporators as 80, 173
PAR VALUE,
change in 57
of capital stock 70
PATENT RIGHTS .50,121
PAYMENT OF CAPITAL STOCK 112-120
certificate of 109
in property 120-122
in services 120
PENALTIES,
for violation of by-laws 33
604
GENERAL INDEX.
PENALTY,
for failure to organize and commence business 110
upon foreign corporations for transacting business without
permit 195-198
PERPETUAL SUCCESSION,
right of 31-32
PERSONAL PROPERTY,
power to hold 32-33
PETITION FOR INCORPORATION,
synonymous with charter 11
PLACE OF BUSINESS 66
power to change 47
PLEDGE,
power to 60
PLEDGERS.
liability of, for unpaid stock subscriptions 172
POLICE POWER 160-164
POWER,
to impose organization taxes 85
POWER OF ATTORNEY,
signing articles by 79
POWER OF STATE LEGISLATURES,
over foreign corporations 180-184
POWERS OF < ORPORATIONS,
cannot be created by by-law 29
ificatioo of 29-30
collateral attack upon 21,28
common law 30-31
consolidation 38
express 80, 84, 88
incid.-utal 80, 89 80
to acquire and hold property in trust 88
to acquire, hold, and dispose of real and personal property . . 32-33
to amend articles before organization o8
ents 88
e committee 88
idopt by-laws
ithorize voting by i-i- >xy 19
IholdeJ I n_'lit to vote at 87
irrow money
I -
t kte name ' '
18, l I
number of director* W
principal place of buaineM W
minish corporal
• •
GENERAL INDEX.
POWERS OF CORPORATIONS — continued.
to enforce a lien upon stock to secure payment of corporate
debts 47-48
to enlarge corporate powers 56
to establish by-laws 33
to extend corporate existence 40-41
to forfeit stock 48-49
to hold meetings for election of directors without domiciliary State • 104
to increase or decrease capital stock 41
to insert provision for regulation of internal affairs .... 53-55
to issue preferred stock 41-45
to issue stock in exchange for services or property 49-50
to levy assessments 48-49
to make contracts 60
to organize subsidiary companies 37
to perform constituent acts 40
outside of domiciliary State .... 40
to permit cumulative voting 49
to purchase its own stock 36-37
to purchase stock in other corporations 37-38
to sue and be sued 34
to surrender charter before organization 58
to take property by devise 33
to transact business outside of domiciliary State 38-40
to voluntarily dissolve the corporation 52-53
PREFERRED STOCK,
included in amount of authorized capital 68
power to issue 41-45
PRINCIPAL PLACE OF BUSINESS 66, 82
PROMOTERS 120
PROMOTION STOCK 120
PROOF OF CORPORATE EXISTENCE 24-26,87-88
PROPERTY 49, 50, 120-122
(See Payment for Shares.)
PROPORTIONATE LIABILITY 169-174
PROXY,
right to vote by 49, 104-105
directors cannot vote by, at board meetings 106
PUBLICATION,
of annual reports 164-165, 175
of articles of incorporation 80
purpose of 80
PUBLIC POLICY,
corporate purposes opposed to 29
PURPOSES,
collateral attack upon corporate 16-28
corporate 15-19
for which corporations may be formed 15-19
illegal 28-29
GOG
GENERAL INDEX.
PURPOSES — continued.
more than one purpose 19-°0
number of . . .' 19-20
power to change corporate 46 145-152
Q.
QUALIFICATION' SHARES 101
QUALIFICATIONS OF DIRECTORS 101
QUESTIONS OF LAW AND FACT [25
QUORUM,
at corporate elections jqo
at stockholders' meetings 102
of directors 106
of incorporators 96
QUO WARRANTO 157
R.
RATIFICATION 64
REAL ESTATE,
power to hold 32-33
REASON A I J FEN ESS,
of corporate bydaws 100
BEI ORDATION,
of articles of incorporation 86-S7
RECORDS
corporate 1G5-1G7
REDUl TION OF CAPITAL,
corporate powers relative to II
REGULATION,
of internal affairs 53-55, 108-169
provision for 76
of right of consolidation 178-178
REMOVAL OF DIRECTORS 60 61
RENEWAL OP CHARTER i;,;; [54
BEPEA1 M _ 100
"i 168-164
of
REPORTS,
nual [64 ],;.,
rement of annual 164 166
ktutory liability of dij to 17 1 17;,
[DEN( E 01 < ORPOR vi IONS 66
RES 1 1: \l\ i "i 1 1: \],| .
tion in 167 [68
KLI \!.l A I <)|;V |\X \'I 'ION,
of [QQ
GENERAL INDEX.
RIGHT.
of perpetual succession 31-32
to impeach corporate existence 88-92
RULE,
good faith 123-125
speculative value 125-137
true value 122-123
RULES,
for construction of charter 77-78
S.
SEAL,
affixed to certificate of incorporation 86
power to adopt and alter 32
use of, by incorporators 79
SECRETARY OF STATE,
effect of certificate of due incorporation 21-28, 88-92
mandamus against 84
SERVICE OF PROCESS,
appointment of agent upon whom process may be served . . . 180
SERVICES,
payment of stock in 49, 120
SIGNING ARTICLES OF INCORPORATION 79
SIMILARITY,
of corporate name forbidden 14, 31
SOLE STOCKHOLDERS 13-14
SPECIAL ACT,
incorporation by, forbidden 9-10
SPECIAL LIABILITY 173-174
SPECIAL REQUIREMENTS,
as to articles of incorporation 81-82
SPECULATIVE VALUE RULE 125-137
STATE,
police power of 160-164
powers of, in creation of corporations 10, 85
right of, to attack corporate existence 90-92
repeal charters 153-154
STATEMENT,
of good faith rule 123-125
of true value rule 122-123
of speculative value rule 125-137
STATE OFFICERS,
mandamus against 84
STATE OFFICIALS,
appraisal of property by 139-141
power to accept or reject articles 82-84
STATUTES OF MORTMAIN 32
608
GENERAL INDEX.
STATUTORY LIABILITY,
of directors 174-176
of stockholders 109-174
STATUTORY LIMIT,
of indebtedness 74-75
STOCK,
amount paid in 72-73
with which corporation may begin business 73
assessments 10
capital
extinguishment of 37
full paid 142-143
issuance of, in exchange for services or property . . 49-50, 112-137
legislative authority necessary to issuance of 68
non-assessable 141-142
par value of 70
power of corporation to purchase its own 36-37
stock in other corporations . 37-:!^
power to decrease 41
forfeit 48-40
increase 11
statement in articles as to manner in which same shall be paid for 6!)
STOCK CERTIFICATES 110-111
STOCKHOLDERS.
double liability 173
exemption in articles from personal liability 75
liability for debts of the corporation 18
labor claims 173-171
unpaid stock subscriptions 169-172
liability of pledgees 17"J
transferees 172
transferors 172
trustees L72
special liability 17:! 17 1
STOCK NOTES L21
-mi k BUBSCRIPTIO]
affidavit as to v l
amount of 70-7]
3UBORDIN VI E OFFICERS AND AGEN I S,
appointment of 107
SUBSCRI1 i OR STOCK,
affid
SUBS! QUEN I < ONDI1 IONS D
SUBSIDIARY i OMPANIE8,
SUE,
I
SURPL1 - \'-i:
GENERAL INDEX.
SURRENDER OF CHARTER,
before organization 58, 155
SUSPENSION OF BUSINESS 150,158-159
T.
TAX.
organization 84-85
TAXATION,
of domestic corporations 177-178
TAXING POWER,
of the State as limited by the inter-state commerce clause of the
Federal Constitution 202-210
TENDENCY,
in favor of incorporation ...» 9
TENURE OF OFFICE 102, 107
TERMINATION OF CHARTER 154-155
TIME,
of corporate existence 73-74
within which corporations must organize and commence busi-
ness 109-110
TRADE MARK,
name of corporatfon protected as a 15
TRADE NAME,
corporation protected in equity in use of its name 15
TRAMP CORPORATIONS 185
TRANSFER,
of entire corporate assets 51-52
of shares 171-172
TRANSFEREES,
liability of, for unpaid stock subscriptions 171-172
TRANSFERORS,
liability of, for unpaid stock subscriptions 171-172
TREASURY STOCK 121-122
TRUE VALUE RULE,
statement of 122-123
TRUST,
power to acquire and hold property in 33
voting 103, 105
TRUSTEE,
power of corporation to act as 33
TRUSTEES,
liability of, for unpaid stock subscriptions 172
TRUST FUND DOCTRINE 114
TRUST LEGISLATION 167-168
G10
GENERAL INDEX.
u.
ULTRA VIRES,
doctrine of 61-65
UNIFORM TAXATION" * 85
l" XI, AWFUL CORPORATIONS 10
UNPAID STOCK 142-145
LSER go
V.
VACANCIES,
in board of directors, power to fill 102
VALUATION,
of property taken in exchange for stock 137-141
VALUE, PAR 70,110-111
VERIFIED REPORTS 17i
VIOLATION OF EXPRESS STATUTES,
forfeiture of charter for 100
VISITORIAL POWERS,
of State legislatures relative to corporations KM
VOLUNTARY DISSOLUTION 52-53,155-156
VOLUNTARY SURRENDER OF CHARTER 58
VOTING,
cumulative 49
by proxy 49,' 104-105
tru * td 103, 105
W.
WHAT CONSTITUTES DOING BUSINESS,
on the part of foreign corporations 190-195
WINDING it. (See Dissolution and Fobtsitube.)
WORDS AND PHRASES (Seejwmro.)
011
INDEX TO SYNOPSIS-DIGEST OF THE INCOR-
PORATION ACTS OF THE SEVERAL STATES,
TERRITORIES, ETC.
[The references are to pages.]
Alabama .
Alaska .
Arizona
Arkansas
(ai.ii obnia
Colorado .
Connei TIC1 i
] »l I .AWAKE .
Dl8TRICl "I C( ILUMBIA
DOMIN AN AHA
Florida
i , i ORGIA
Hawaii . . . .
Idaho ....
Illinois ....
In liana ....
Indian Territory
Iowa
Kansas .
Kentucky .
Louisiana . . .
Maini
M anitob a .
Mari land . . .
M \ - - \ i ii i - 1 i i - .
Mk ii
Minnesota. . .
Mississippi . . .
211-217
217-220
220 223
223-229
229 234
234 239
239 243
243-247
217 250
396 397
254-257
257-260
. . 269
269 273
273 277
277 280
280 28 I
283 287
. . 397
304 306
Missouri . .
Montana .
Nebraska . .
Nevada . . .
New Hampshire
New Jersey .
New Mexico .
N I W YoKK . .
Nor i n Caroi ina
Nori H I >AKO I v
< » . . . .
< Oklahoma .
Or n . . .
Pennsylvania
PhiLIPPINI a
Porto Rico
Rhode [sland
Sod i ii Caroj ina
South Dakota
rENNESSEE .
I i KA8 - . .
Utah
Vinmvr
Virginia
VV ishinoton .
\\ i - 1 Virginia
Wisconsin .
Wyoming .
30G-310
310-313
313-317
317-320
320-323
323 328
339-342
342 345
345-348
348 35]
399-400
400-40]
356 358
36] 365
368-371
87] 374
::77 382
G13
INDEX TO FORMS AND PRECEDENTS.
[The references are to pages.]
A.
ACKNOWLEDGMENTS,
of articles of incorporation for the several States and Terri-
tories 143-508
AFFIDAVIT,
as to mailing notices of stockholders' meeting 511
AGENT,
appointment of 52
AGREEMENT,
for sale of real or personal property in exchange for capital
stock
placmg shares of stock in trust for corporations 526
to t;ik>- stock in corporation tu be formed
to underwriters 548 -"'11
to voting trust 545 546
ALABAMA,
form of incorporation in 148
ALASKA,
form for articles of incorporation in ill 145
APPOINTMENT,
52
ARIZONA,
form for articles of incorporation in (skeleton form) . . 445 148
.
ARKANS w
146 148
ARTII LE8 OF 1N( ORPOB ITIOK ltm oi
IRPORA I i
WENT,
570
[GNMEN i.
AUDI! [NG COMP »
cha: ' I
INl'KX TO FORMS AND PRECEDENTS.
B.
BANK,
certificate to be filed with, on opening account 517
BOND,
form of 532-533
trust deed and bond 531-5-11
BONDS,
directors authorized to issue 510
underwriters' agreement for 543-544
BROKERAGE COMPANY,
charier of (under New York laws) 552-554
BUSINESS,
clauses regulating business 510-511
classification of directors 510
holding stockholders' meetings without domiciliary State . . . 511
power of directors to dispose^of all corporate property .... 51
power to make, alter, amend, or repeal by-laws 510
power of directors to issue bonds 510
appoint executive committee 510
removal of officers and directors 511
lien on stock for indebtedness of company 511
examination of books by stockholders 511
cumulative voting 511
preferred stock clause, short form 511
long form 511-512
transaction of business without domiciliary State 509
BY-LAWS,
form of 519-524
directors authorized to make, alter, and repeal 510
C.
CALIFORNIA,
form for articles of incorporation in 448-449
CAPITAL CLAUSES,
from charters of
Auditing Co 551
Brokerage Co 553-551
Coal Co. 562
Mining Co. 561
Oil Co 559
Steamboat and Transportation Co 562
Trust and Investment Co 551
Typewriter Co 567
United States Steel Corporation 547-548
Vehicle .Motor Co 566
preferred stock 511-512, 547-548, 553-554
CERTIFICATE OF AUTHORIZATION,
to countersign certificates of stock 542
CERTIFICATE OF SECRETARY,
to passage of a resolution 529
616
INDEX TO FORMS AND PRECEDENTS.
CERTIFICATES OF INCORPORATION,
skeleton forms for use in all Mates and Territories . . . 443-50S
of Auditing Co . 550-552
of Brokerage Co 552-554
of Coal Co 561-562
of Mining Co
of Oil Co 5.
of Steamboat and Transportation Co 562
of Trusi and Investment Co 555-557
of Typewriter Co 566-567
of United - : S el Corporation 646-550
of Vehicle Motor Co 565-566
CHARTER. ririCATES of Incorporation.)
( OAL COMPANY,
form for charter of (under West Virginia laws) .... 56]
( OLORADO,
form for certificate of incorporation 149-450
COMPANIES,
objects for specific. (See Speciai Index, pages 103 104 )
CONNECTICUT,
form for certificate of incorporation (sfc a) . . . 1
Typ omplete
CUMULATIVE VOTING 5U
D.
DEED OF TRUST,
securing issue of bonds 581-54]
DELAWARE,
form for certificate of incorporation (skeleton form) . . 152 153
Irust o charter complete 555 557
D1REI rORS,
minutes of first meeting of 5]
of 510
510 "d 1, 548 550, 5 »] >7, 564
I alter by-la 5]n
ill corporate propel ty 510
510
1 i" itrad Bpecific debt, resolution granting power to
510
•t" 51|
5 1 8
I OL1 Ml'.! \.
form for q form » . . . 1
\
I
Ml vi. COMMIT1 11
■
617
INDEX TO FORMS AND PRECEDENTS.
F.
FLORIDA,
form for notice of incorporation and charter of corporation in 451-455
1"< >K1 .u;\ CORPORATIONS,
appointment of agent by 531
G.
GEXERAL OBJECT CLAUSES 509-510
acquiring an established business 509
acquisition of company's own stock 509-510
authorizing the issuance of promotion stock 510
bond clause 510
conducting business in other States 509
holding stock in other corporations 509
patent and trademark clause 509
purchasing clause 509
trading clause 509
GEORGIA,
form of application for charter 456
I.
IDAHO,
form for articles of incorporation 456-457
ILLINOIS,
form for statement of incorporation 457-459
INCORPORATORS' MEETING,
minutes of 512-516
proxy for 515, 524
waiver of notice of 515, 524
INDEX,
special object clauses 403-404
INDIANA,
form for articles of incorporation 459-460
INDIAN TERRITORY,
form for articles of agreement and incorporation .... 460-461
INSPECTORS',
oaths and report 516, 528
IOWA,
form for articles of incorporation 462-465
K.
KANSAS,
form for application for charter and form of charter . . . 465-466
KENTUCKY,
form for articles of incorporation 467
»;is
INDEX TO FORMS AND PRECEDENTS.
L.
LETTER,
offering to transfer property in exchange for stock 525
LIEX,
on stock for indebtedness due company 511
LOUISIANA,
form for certificate of incorporation 407-469
M.
MAINE,
form for articles of association and certificate of organization 470-473
MARYLAND,
form fur certificate of incorporation 473-474
MASSACHUSETTS,
form fur articles of association and certificate of organization 474-476
MEETINGS,
minut.-s of first directors' 51G-518
waiver of notice of first directors' meeting 51S
minutes of incorporators' meeting r>l:>-516
proxy for incorporators' meeting 515
waiver of notice of incorporators' meeting 515
MICHIGAN,
form for articles of association 470-478
.MINIM, COMPANY,
for charter of (under Nevada laws) 500-501
MINNESOTA
form for articles of incorporation 178-479
MINUTl
of first meeting of directors .",1c 518
orators' meeting 512-516
MISSISSIPPI,
form r I7:i y$o
MISSOURI,
of incorporation 180-48]
MON1 W \.
incorporation 481-482
BIORTG m.e.
directoi - authorized ;,|u
;,.;i ., ii
NEBB \sK \.
•."ii I i I
NEVADA
i
NEW HAMPSHU
form 186
619
INDEX TO FORMS AND PRECEDENTS.
NEW JERSEY,
form for certificate of incorporation (skeleton form) . . . 485-487
Auditing Co. charter complete 550-552
l States Steel Corporation charter 546-550
NEW MEXICO,
form for articles of incorporation 487-488
NEW YORK,
form for certificate of incorporation (skeleton form) . . . 488-489
Brokerage Co. charter complete 552-554
NORTH CAROLINA,
form for certificate of incorporation 489-490
NORTH DAKOTA,
form for articles of incorporation 490-491
NOTICE,
waiver of notice of directors' meeting 518
incorporators' meeting 515
o.
OATH,
of inspectors 516
OBJECT CLAUSES. (See General Object Clauses) . . . 509-510
(See Specific Object Clauses) . . . 403-442
OFFICERS,
removal of *■ 511
OHIO,
form for articles of incorporation 491
OIL COMPANY,
charter of (under South Dakota laws) 558-559
OKLAHOMA,
form for articles of incorporation 492
OREGON,
form for articles of incorporation 493
ORGANIZATION,
subscription agreement before 523-524
ORGANIZATION MEETING,
minutes of 512-516
ORGANIZING,
the corporation 569-570
P.
PATENT RIGHTS 509
PENNSYLVANIA,
form for notice of application for charter, etc 493-494
PREFERRED STOCK CLAUSE,
Ion- form 511-512,547-548,553-554
short 511
PRINCIPAL OFFICE,
without the state 511
620
INDEX TO FORMS AND PRECEDENTS.
PROPERTY,
directors empowered to sell 510
PROXY.
for incorporators' meeting 51-~>. .">_' 1
and waiver of notice combined 524
R.
REGISTRATION OF STOCK,
form for 542
OLATION OF BUSLN1 5S
clauses for. (See Business Clauses.)
REMOVAL,
of officers 511
of directors 511
RHODE ISLAND,
form for articles of association 494-495
S.
Til CAROLINA,
f->r declaration and petition for charter, etc 495-496
SOUTB DAKOTA.
form for articles of incorporation (skeleton form) .... 496-497
plete 558-559
[FIC OBJE( T ( LAUSES. (See Special Index, page 403.)
STOCK,
authority for purchase of company's own 509
certificate of common 527
preferred :>-j>
charter for preferred . . . . 511, 512, 547, 548, 5{
hold •: other corporations ... 509
BTOI KHOLDERS,
og of, mil. ■ 612-516
51.,. 524
3CRLPTION,
/it ion 524
510
i the preparation of chart • 66'
T.
TABLE OF LNNUAL FRANCHISE TAXES
'I ABLE "i ORG \M/. \ I [ON I IXE8
TABULATED QUESTIONS AND ANSWERS
1. 1..
in i ,
i I:
INDEX TO FORMS AND PRECEDENTS.
TRANSFER OF SUBSCRIPTION 510,518
TRUST AND .INVESTMENT CO.,
charter of (under Delaware laws) 555-557
TK1 ST DEED,
securing issue of bond (form for) 531-541
TYPEWRITER CO.,
charter of (under Connecticut laws) 56G-567
U:
UNDERWRITERS' AGREEMENT 543-544
UNITED STATES STEEL CORPORATION,
charter of 546-550
UTAH,
form for articles of incorporation 500-502
V.
VEHICLE MOTOR CO.,
charter of (under District of Columbia laws) 565-566
VERMONT,
form for articles of association 502
VIRGINIA,
form for certificate of incorporation, etc 503-504
VOTING TRUST AGREEMENT 545-546
W.
WAIVER,
of notice of assessment 529
first meeting of directors 518
organization meeting 515
WASHINGTON,
form for articles of incorporation 504-505
WEST VIRGINIA,
form for certificate of incorporation . 505-506
WISCONSIN,
form for articles of organization . 506-507
WYOMING,
form for certificate of incorporation 507-508
622
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