POWERS-Continued.

enumeration excludes all others, 61.

express of directors, 420.

general construction of, 60 et seq.

how determined in another state, 83.

incidental of corporations performing public duties, 64.
must be necessary, 67.

none to become accommodation endorser, 65.
what follow express, 61 et seq.

legislative, extent of unlimited, 1073.

none acquired unless contained in law, 38.
of congress, to create corporations test of, 28.
of consolidated company whence derived, 101.
how measured, 103.

of corporation de facto, 53.

limit powers of agents, 174, 175, 176, 177.

of directors discretionary cannot be delegated, 188.
how exercised, 424.

special cannot be delegated, 189.

tendency to liberally construe, 423.

of receivers to issue debentures, 883.

of commissioners with respect to subscriptions, 323.
of religious corporations to sell property, 229.
police, exercise of by municipalities, 1086.

legitimate exercise of unlimited, 1085.

police, prescriptions does not run against, 1085.

railroad companies have to mortgage unessential property, 137.
re-delegation of by legislature, 1026.

reserved to "alter, repeal and modify," extent of, 1061.

specification of includes others fairly implied, 61, 62.

state legislatures cannot delegate, 31, 32.

with respect to trusts cannot be enlarged, 217.

to contract affected by same principles as contracts made by indivi-
duals, 128.

to consolidate confer no authority to purchase stock, in other cor-
porations, 66, n.

to contract subject to ordinary rules of construction, 128.

range of, 128.

to construct and maintain toll-road construction, of 66, n.

to exact frieghts and toll strictly construed, 70, 71.

to increase capital stock, illegal exercise of, 771.

to issue preferred stock how exercised, 773.

to acquire, hold and convey land, 220, et seq.

amount of capital no measure of capacity, 204.
the state alone can object, 203, 206.

(See REAL ESTATE, REVERSION.)

POWER TO INCORPORATE.

state legislature, cannot delegate, 31, 32.

PRELIMINARY EXPENSES. (See COSTS, PROMOTERS.)

PRACTICE.

in action for unpaid capital local statutes and rules of court to be con-

sidered, 785.

in action by shareholder, 642.

in actions on mutual benefit certificate, 694.

in proceeding to dissolve, 1010.

in quo warranto, 978, 981, 983, 985.

peculiar, of certain states, 976.

where defendant fails to appear, 982.

(See ACTIONS, PLEADINGS, PARTIES.)

PREFERRED DIVIDENDS. (See ACTIONS, DIVIDENDS.)
PREFERRED STOCK. (See STOCK, STOCKHOLDERS, ACTIONS.)
PRESCRIPTION.

corporate right of, existence by, 18.

English and American rule as to, distinguished, 18.

as a bar to action for unpaid capital, 826.

presumption of payment rebutted by assessment made within twenty
years, 826, n.

PRESIDENT.

compensation of, 437.

incidental powers and duties of, 193.

of bank has no implied authority to sell its property, 193, n.

cannot confess judgment for corporation, 193.

may execute a deed on behalf of an authorized committee, 193.

power of, to accept conditional subscription, 193.

presumed authority of, 191.

when general manager may execute notes in course of business for
indebtedness of corporation, 193.

powers of, when financial agent of railroad company, 193.

but has no implied authority to let contract for construction of road,
193, n.

or to direct an agent to take up labor tickets of company, 193, n.

when vice-president given control, 193.

action in name of, under New York Code Proc. 669, n.

PRESUMPTIONS.

in case of false publications, 645.

in favor of award of commissioners to assess damages, 266.

in favor of legality of president's act, 193.

of regularity of proceedings, 533.

regularity of proceedings at corporate meetings, 395.

in favor of validity of election, 290.

none in favor of corporate existence, 47.

of agent's authority from course of business and nature of employ-
ment, 183.

what acts will warrant question for jury, 178, & n.

of election or appointment, 181.

of dissolution in equity, 1007.

PRESUMPTIONS--Continued.

of good standing and that proofs were furnished, 705.

of knowledge of terms of charter, 764.

of notice of stated meetings, 278.

of performance of conditions, 182.

conditions upon which authority depends, 748.

of public injury in quo warranto proceedings, 981.

of surrender of franchises, 1006.

of ratification of partly executed contracts, 751.

that creditors relied upon condition presented by stock-book, 790, 791.

PRIVATE CORPORATIONS.

early jealousies of and prejudices against, 11, n, 16, n.

existence of, beneficial, 16.

early and present prejudices discussed, 16, n.

early origin of, 11, n.

PRIVILEGES.

(See CORPORATIONS, KINDS, CLASS.)

special not secured by constitution in foreign state, 85.

what may be granted without impairing contracts of membership, 30.
(See EXEMPTIONS, MONOPOLIES.)

PROCESS.

service of on agent, 539.

PROFITS.

treasurer not good on assistant treasurer, 538, n.
commissioner, 538.

directors after winding up in New York, 538, n.

corporations, how made, 538, 539.

president of foreign corporation casually in the state not
good, 539, n.

(See FOREIGN CORPORATIONS, JURISDICTION.)

before separation constitute assets, 448.

promoters must account for, when, 666.

must be distributed impartially, 449.

of business loss of as a measure of compensation, 260.
(See DIVIDENDS.)

PROMISE. (See AGREEMENTS, CONTRACTS, SUBSCRIPTIONS.)
PROMISSORY NOTES. (See NOTES, INDORSER.)

PROMOTERS

and organizers, liability of to members, 837.
anterior acts of do not bind corporation, 635.
secret agreements of for profit fraudulent, 665, 666.
are entitled to profit fairly earned, 662.
contracts of cannot prejudice corporation, 542.
fiduciary obligations of, 635.

meaning of, 661.

PROMOTERS-Continued.

personal liability of, 665, 666.

protection from wrongs of, 752.

subscriptions taken by, 304.

when entitled to reimbursement and compensation, 666.
(See ORGANIZATION, ACTIONS.)

PROMOTION MONEY.

exaction of, when fraudulent, 661.

PROOF.

burden of, in action on subscription, 327.

case sale is alleged to be wager, 492, n.
shareholder's action, 642.

of authenticity of subscription by payment of calls, 310, n.
conclusion of wager sale in certain states, 492.

of by-law, how made, 414.

of death and good standing of member, 702, 705.
of disability, 679, 683.

of good standing in mutual benefit society, 681.

(See EVIDENCE.)

PROPERTY.

can only be acquired for corporate purposes, 201.
disposed of in course of business, 626.

how held pending organization, 276.

methods of acquisition unimportant, 214.

of corporations, appropriation of, to public use, 237.
of United States may be appropriated, 236.
ownership of a common law incident, 200.
when determined by agreement, 146.

PROSPECTUS.

(See POWERS, TRUST, CONTRACTS.)

false statements in, 575.

PROXY.

(See FRAUD, REPRESENTATIONS, LIABILITIES.)

cannot be used for other purposes than that for which given, 387.
cannot be used to sanction ultra vires act, 387.

form of, unimportant, 387.

irrevocable contrary to public policy and void, 377,n.

as a means of tying up stock, 119.

voting by, not recognized at common law, 387.

PUBLICATION.

(See MEETINGS, MEMBERS.)

of articles of incorporation, 37.

false to induce subscriptions, what constitutes, 644, 645, 646.
PUBLIC CONVENIENCE.

promotion of the object of creating private corporations, 13.

PUBLIC BENEFITS.

the indorsement for granting corporate franchises, 548.
not to be considered in computing damages, 263.

PUBLIC DUTIES.

performance of, cannot be delegated, 131, 132. ·

PUBLIC INTEREST.

(See FRANCHISES, ULTRA VIRES.)

as affecting exercise of power to alter, etc., charter, 1061.
involved in forfeiture of franchises, 965.

justifies conferring power of eminent domain, 238.
necessity for legislative control of, 1068.

the theoretical object of creating private corporations, 13.
when attached to business of corporations, 1079.

PUBLIC LAWS.

conferring corporate powers, judicial notice of, 44.

PUBLIC POLICY.

as affecting conditions in subscriptions in New York, 334.
contracts, 167.

construction of charter, 73.

validity of subscriptions, 326.

forbids corporations forming copartnerships, 971.

transfer of franchises, 131.

of restrictions upon power to acquire real estate, 205.

PUBLIC USE.

how determined, 251, 252.

of property appropriated, 250, 251.

prospective, no justification for appropriation by eminent domain, 240.
when a question for court, 251.

must be plain, 253.

(See EMINENT DOMAIN.)

PUBLISHING CERTIFICATE OF INCORPORATION.
failing to do resulting in personal liability, 832..

PURCHASE

of land includes a holding, 207.

power of bank to purchase, construction of, 207.

PURCHASERS.

bona fide of certificates fraudulently issued, 797.

of fraudulently issued stock not liable to creditors, 813.

of municipal shares and bonds, 290.

of over-issued bonds, rights of, 711.

of stock bona fide protected, 580.

of shares, right of separate from that of corporation and other share-

holders, 546.

(See SALE, TRANSFER OF STOCK.)