A Manual of the Law Applicable to Corporations Generally: Including Also, General Rules of Law Peculiar to Banks, Railroads, Religious Societies, Municipal Bodies, and Voluntary Associations, as Determined by the Leading Courts of England and the United States

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Bancroft-Whitney Company, 1881 - 600 σελίδες

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Περιεχόμενα

Misnomer
30
Change of corporate name 32 Right to exclusive use of name
31
Corporate place or residence
32
Organization
34
CHAPTER IV
36
Definitions BANKS
48
Corporate seal
58
Power to hold property in trust
60
Bequests to corporations
61
Devise to corporation
62
Deeds by corporations
63
Right to exercise banking powers 214 Powers
64
CHAPTER V
66
Coustruction and effect of bylaws
70
60 Enforcement of bylaws
72
Proof of bylaws
73
CHAPTER VI
75
Who may vote at elections
82
Validity of elections
84
Presumptions bearing on elections
85
CHAPTER VII
87
CHAPTER VIII
118
Owuer entitled to compensation
126
What acts etc constitute a taking
128
CHAPTER IX
129
CHAPTER X
145
Preferred shares or stock 116 Calls
161
Effect and incidents of transfera
173
Lien of the corporation on stock
174
125 Profits and dividends
176
Individual liability of stockholders
179
CHAPTER XI
183
128 Pov er to appoiut or constitute 129 Bow appointed or constituted
185
Appointinent how evidenced
186
Who may be an officer or agent
187
132 Powers of officers and agents in general
188
How their powers must be executed
190
Place of executing their powers
192
135 De facto officials 136 Dermination of agency or office
193
Removal of officers
194
S138 Official bonds
196
Office of directors
199
Who eligible as directors end how selected 141 Powers of directors in general
202
Rights and liabilities of directors
204
Powers duty and liability of treasurer
208
Powers etc of president
210
Duties etc of secretary
212
Compensation of ageuts
214
CHAPTER XII
215
Suit in equity
218
Injunction
220
150 Who may bring suit
223
Against whom suit should be brought
224
152 Appearance by corporation
226
Averment and proof of incorporation
227
166 Defenses to quo warranto proceedings
247
Judgment in quo warranto proceedings
249
CHAPTER XIII
251
What property and interests liable to execution
252
Stock not liable to levy on execution
254
When receiver will be appointed
255
Who may be appointed receiver 174 Functions of receiver
257
175 Rights and duties of receiver
258
General liabilities of receiver
260
CHAPTER XIV
262
Mortgage of future acquisitions
266
Form execution etc of mortgage
268
Power of a corporation to take a mortgage 183 Priority of liens
270
Enforcement of mortgage 1
271
CHAPTER XV
273
CHAPTER XVI
281
Legislative control over
285
CHAPTER XVII
286
Powers of national banks
338
Liabilities of national banks
340
Taxation
342
Citizenship
343
Interest on loans
344
Acts ultra vires
346
Windingup
347
CHAPTER XIX
349
Eminent domain
367
248 Compensation to landowners
368
Compensation how estimated
371
Title or interest acquired in lands
375
Location of road
377
252 Construction contracts
380
Fencing line of road
382
Highway crossings
386
256 257 Liability for injuries in constructing road
388
Liability for acts of officers and agents
390
Are common carriers
393
258 Carriage of freight
395
259 Carriage of passengers
397
Freights fares and other charges
401
Negligence in management of trains
403
Contributory negligence
408
Associated companies
409
Railroads in streets
410
265 Extent of right to use of street
412
Care toward passengers of street cars 267 Duty of company toward employees 268 Leases of railroads
418
269 Remedies
420
CHAPTER XX
422
Judicial control and review
439
Powers in general 288 Powers as to property 289 Contracts by and with
440
290 Issue of negotiable paper by 291 Subscriptions in aid of public works
450
Ordinances
453
Regulation of streets
455
Local improvements
458
Contracts for local improvements
460
Power to grant licenses
462
Abatement of nuisances
463
Regulation of markets
465
Powers as to taxation
466
Liabilities of in general
468
Liability for acts of officers or agents
470
Construction and repair of sewers
472
Repair of streets
474
Injuries from defective sidewalks
476
Liability as affected by notice
477
Excavations and obstructions
478
Damages by fire 308 Injuries by mob 309 Officerselection or appointment
480
310 Powers and duties of officers
482
Liabilities of officers
483
Compensation of officers and agents
485
Remedies by and against
487
314 Nature of counties
488
315 Property of counties
489
Powers of county board
490
Contracts of counties
491
County bonds
493
Liability of county for wrongs
494
Allowance of county claims
496
Suits against county 322 Nature and power of school districts 3
498
CHAPTER XXII
504
Charitable uses
523
Organization 240 Subscription to stock
538
202 Effect of insolvency 203 By forfeiture of charter 204 Transfer of assets
548
Nonuser 206 Dissolution by windingup 207 Effect of dissolution in general 208 Effect upon pending suits 209 Effect upon contracts 210 Rights ...
549
Legislative control over
561
Rights as to property
578
Contracts by and with 244 Dissolution
579
Acquisition of lands 246 Acquisition by grant or license
580
Powers of school board S324 Liability of school officer
592
Assessments
594

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Σελίδα 339 - Fourth. Such as it shall purchase at sales under judgments, decrees, or mortgages held by the association, or shall purchase to secure debts due to it. But no such association shall hold the possession of any real estate under mortgage, or the title and possession of any real estate purchased to secure any debts due to it, for a longer period than five years.
Σελίδα 344 - The taking, receiving, reserving, or charging a rate of interest greater than is allowed by the preceding section, when knowingly done, shall be deemed a forfeiture of the entire interest which the note, bill, or other evidence of debt carries with it, or which has been agreed to be paid thereon.
Σελίδα 11 - If granted for public purposes exclusively, they belong to the corporate body in its public, political, or municipal character. But if the grant was for purposes of private advantage and emolument, though the public may derive a common benefit therefrom, the corporation, quoad hoc, is to be regarded as a private company. It stands on the same footing as would any individual or body of persons upon whom the like special franchises had been conferred.
Σελίδα 50 - Accordingly it would seem to be a sound rule of law, that wherever a corporation is acting within the scope of the legitimate purposes of its institution, all parol contracts made by its authorized agents are express promises of the corporation; and all duties imposed on them by law, and all benefits conferred at their request, raise implied promises, for the enforcement of which an action may well lie.
Σελίδα 129 - An act is also sometimes said to be ultra vires with reference to the rights of certain parties, when the corporation is not authorized to perform it without their consent, or with reference to some specific purpose, when it is not authorized to perform it for that purpose, although fully...
Σελίδα 135 - One who has received from a corporation the full consideration of his engagement to pay money either in services or property, cannot avail himself of the objection that the contract thus fully performed by the corporation was ultra vires, or not within its chartered privileges and powers. It would be contrary to the first principles of equity to allow such a defense to prevail in an action by the corporation.
Σελίδα 1 - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law. it possesses only those properties which the charter of its creation confers upon it, either expressly, or as incidental to its very existence.
Σελίδα 338 - Fifth. To elect or appoint directors, and by its board of directors to appoint a president, vice-president, cashier, and other officers, define their duties, require bonds of them and fix the penalty thereof, dismiss such officers or any of them at pleasure, and appoint others to fill their places.
Σελίδα 470 - ... in the exercise of a power conferred upon the corporation for its private benefit, and injury ensues from the negligence or misfeasance of such officer or servant, the corporation is liable, as in the case of private corporations or parties; but when the acts or omissions complained of were done or omitted in the exercise of a corporate franchise conferred upon the corporation for the public good, and not for private corporate advantage, then the corporation is not liable for the consequences...
Σελίδα 298 - The rule of the common law has in fact become obsolete and odious. It never has been applied to insolvent or dissolved moneyed corporations in England. The sound doctrine now is, as shown by statutes and judicial decisions, that the capital and debts of banking and other moneyed corporations constitute a. trust fund and pledge for the payment of creditors and stockholders, and a court of equity will lay hold of the fund and see that it be duly collected and applied.

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