Commentaries on the Law of Private Corporations, Volume 1 (Google eBook)

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Bancroft-Whitney, 1895 - Corporation law - 8032 pages
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Contents

Taxation of Shares and Dividends
42
Constitutional Provisions Creating and Abolishing
46
SECTION SECTION
48
Sicnos SECTION
50
For What Debts These Statutes Make Stockholders
52
CHAPTER
54
View that majority binds minority stock
61
Notice to Corporations
72
What body give assent 100 Instances under the foregoing
73
Contribution and Subrogation
84
Compensation of Directors and Officers
85
TITLE XI
86
CHAPTER V
89
Purposes for Which Incorporation Permitted
99
TITLE VIII
100
Banks
101
Bar associations 138 Breeding domestic animals 139 Bridges
102
Building and loan associations 141 Building towns
103
General Principles
105
Colleges 148 Cooperative associations 149 Cruelty to animals 150 Cruelty to children 151 Detective associations
106
Fencing land 153 Ferries 154 Fire companies 155 Fire department relief 156 Gaslighting
107
fertilizers 158 Guaranty suretyship indemnity safe deposit 159 Gymnastic purposes 160 Health resorts sanitariums medi cines etc 161 Horticulture 16...
108
Insurance
109
Lawful purposes
110
fraternities societies 166 Masonic buildings 167 Mining manufacturing etc 168 Navigation
111
Patrons of husbandry 170 Pipe lines 171 Police relief
112
Political clubs 173 Public libraries
113
Nature of Franchises in General
114
booming logs 176 Religion education benevolence
115
Farther of this subject 127 What body assent to amendments
117
telephones
118
plank gravel macad amized turnpike roads etc 186 Training nurses 187 Tramways elevated
119
Taxation of Franchises
120
enumeration of purposes
121
SECTION
122
which corporations may be formed
125
TITLE XII
128
Distinctions between actions against
129
Corporate Bonds and Coupons
131
Distinction between user under
135
Civil Liability of Corporations for Torts
137
Provision as to expulsion of mem
141
Contempts by Corporations
144
CHAFTEB
150
Grounds of Forfeiting Charters
152
Remedies of Bondholders
155
Power of Directors and Officers to Execute Such
164
Organization of new company does
177
Evidence in Such Actions ARTICLE I Corporate Books and Records II Other Matters of Evidence
185
Various Matters of Practice in Such Actions
186
Quo Warranto
187
Attachments Against Corporations
188
Garnishment of Corporations
189
Mandamus Against Corporations
190
Limitation and Laches
191
Executions Against Corporations ARTICLE I In General II The Writ and Proceedings Thereunder
192
Status and Powers of in General
193
Powers of Foreign Corporations Relating to Land
194
State Laws Imposing Conditions Upon Foreign Corporations
195
Actions by Foreign Corporations
196
Actions Against Foreign Corporations
197
Service of Process on Foreign Corporations
198
Proceedings Against Foreign Corporations by At tachment
199
Proceedings Against Foreign Corporations by Gar nishment
200
In General
205
CORPORATE POWERS AND THE DOCTRINE OF ULTRA
214
TITLE XVII
221
RECEIVERS OF CORPORATIONS
229
MINISTERIAL OFFICERS AND AGENTS
259
SECTION SECTION
273
Importance of the corporate name 295 Misnomer in devises and bequests
284
Liability to Subscribers
288
The corporate name in suits existing
290
Theories and Statutes Under Which the Rem
303
railroad companies 328 Distinction between consolidation
311
Rules in Particular Jurisdictions
312
Validation by curative statutes 3I Railroad companies combining
317
CORPORATIONS BY ESTOPPEL
376
Rule does not apply to bonnjide sale 389 Consolidated company subject
377
Creditors as Parties Plaintiff
386
Various Incidents of Mortgages and Other Liens
387
Constitutional Restraints upon the Creation of Cor
394
SECTION SECTION
395
Such Cases
398
Except on condition of accepting quired
402
Personal liability of promoters on 428 The English doctrine summed up
416
MS Waiver of li ible for debts of corporation
421
This view further explained and il 434 Evidence to charge comraitteemen
422
Liability to subscribers for their 447 Release by contract of right to
440
la returning deposits breachof trust against promoters for fraud
446
Corporate Powers in General
452
General acts of incorporation 626 Distinctions depending upon
453
SECTION SECTION
456
Not necessary to rescind the whole joint or several
462
SECTION SECTION
480
Interpretation of Charters
484
Limitations of rule of corporate lia theory of estoppel
486
VARIOUS OTHER RESTRAINTS AND PROVISIONS
493
Power to confer right of eminent charters
512
Obligor in contract with corporation 526 Party dealing with corporation per
518
View that incorporation must be not pleadable collaterally
524
Corporate Acts
527
CHAPTER XV
540
Legislature may alter revoke or 360 Power of creating corporations
544
Except upon conditions 565 Laws to be passed protecting labor
550
Who may call the meeting 714 Notice dispensed with by unani
558
SECTION SECTION
564
Where composed of definite num jority of the quorum
570
Restraints upon the passage of 574 Object of such constitutional pro
573
Inadequacy of the remedy by cer 778 Remedy exists only agaiiist a party
598
Constitutional restraints as to the 614 Acts incorporating railway com
607
Whether presumable in the case 1190 What facts amount to a contract
622
13 Act creating a corporation etc more than one subject and hence
624
When the relator bound to show 791 Classification of directors
625
Objections on the ground of dele 652 Prohibition against granting char
643
Further of this subject from general laws
649
Grounds of Expulsion
674
SKCTIOH SECTION
700
CORPORATE PROCEEDINGS TO EXPEL
711
Effect of Appointment
726
Right of pledger to proxy from ultra vires voting
735
Remedy by injunction investigation
738
SECTION SECTION
745
CHAPTER XVIII
751
Nature and Interpretation
762
Inherent power to make 958 What quorum of a select body
774
REQUISITES AND VALIDITY
793
Observations of Mr Willcock on 802 Power of amotion inherent in cor
800
Power resides in corporation alone 824 Instances under the foregoing rule
803
Must not be contrary to the obligation of payment
804
Bribery 830 Several writs where there are sev
809
Other grounds of removal of removal
815
Exception in the case of continued ings by mandamus
821
Instances of municipal bylaws of a corporate office
841
Who May Become Shareholders in Corporations
849
CHAPTER XIII
851
What this principle includes 891 Incidents of the notice and
852
Instances showing the right to no ing members to notify their resi
864
Title and Possession of Receiver
868
SECTION SECTION
869
Statute repealed before right of the taxpayers
881
Analogous principle that a public 893 Of the corporate tribunal and
885
An illustration of this principle
891
CHAPTER XXI
898
Other instances of subscription
933
What is a bylaw 939 To what extent a
935
THEORIES AS TO THE CONSIDERATION
944
Reasons giveu in support of this 1222 Simulated payments by giving
952
SECTION SKCTIOX
960
For management of property and 970 Provisions applicable to benevolent
963
OTHER THEORIES AND HOLDINGS
970
SBCTIOS SUCTION
978
Instances of insufficient subscrip 1261 Continued
986

Common terms and phrases

Popular passages

Page 593 - The general assembly shall provide by law, that in all elections for directors or managers of incorporated companies, every stockholder shall have the right to vote, in person or by proxy, for the number of shares of stock owned by him, for as many persons as there are directors or managers to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle...
Page 4 - 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.
Page 406 - The credit of the State shall not, in any manner, be given or loaned to, or in aid of, any individual, association or corporation...
Page 401 - Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time or repealed.
Page 396 - The General Assembly shall not pass local or special laws in any of the following enumerated cases, that is to say : Regulating the jurisdiction and duties of justices of the peace and of constables; For the punishment of crimes and misdemeanors...
Page 409 - No county, city, town or village shall hereafter give any money or property, or loan its money or credit to or in aid of any individual, association or corporation, or become directly or indirectly the owner of stock in, or bonds of, any association or corporation; nor shall any such county, city, town or village be allowed to incur any indebtedness except for county, city, town or village purposes.
Page 884 - To lay with one hand the power of the Government on the property of the citizen and with the other to bestow It upon favored individuals to aid private enterprises and build up private fortunes is none the less a robbery because it is done under the forms of law and is called taxation.
Page 403 - The General Assembly shall have the power to alter, revoke, or annul any charter of incorporation now existing and revocable at the adoption of this Constitution, or any that may hereafter be created, whenever, in their opinion it may be injurious to the citizens of this Commonwealth, hi such manner, however, that no injustice shall be done to the corporators.
Page 400 - No corporation shall be created by special laws, or its charter extended, changed or amended, except those for charitable, educational, penal or reformatory purposes, which are to be and remain under the patronage and control of the state, but the general assembly shall provide, by general laws, for the organization of all corporations hereafter to be created.
Page 561 - M. , for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

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