A Manual of Corporate Organization: Containing Information, Directions and Suggestions Relating to the Corporation of Enterprises

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Ronald Press, 1913 - Consolidation and merger of corporations - 559 pages
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Contents

Status of Contracting Parties
46
Agreements between Incorporators
47
Promoters Contracts
48
Option Contracts
49
Trustees Contracts
50
Effect of Failure to Incorporate
51
Where to Incorporate 35 General
53
Domestic Incorporation 37 Foreign Incorporation
54
Cheap Incorporation
57
Reputation of Different States
58
Corporate Laws of Different States
60
Liabilities Imposed in Different States
61
Protection of Minority in Different States 43 General Rules for Selection of State
62
Cost of Incorporation 44 General 45 Organization Fees and Annual Taxes
64
Avoiding Fees and Taxation
67
Counsel Fees
71
Corporate Equipment
72
PART IISTOCK AND STOCKHOLDERS Chapter VII The Capitalization
73
Transfers to Corporation
82
The Stock System
83
Unissued Stock
89
Preference as to Assets
96
Voting Rights
102
General
105
Treasury Stock
108
Legal Status of Treasury Stock
114
Stock of Other Corporations Held in Treasury
115
Status of Stockholders 86 General 87 Functions
116
Rights 89 Powers
117
Liabilities 91 Relations to Directors
119
PART IIITHE CHARTER Chapter XIII General Considerations 92 Nature of Charter
123
Classification 1 Business Corporations 2 Public Utility Corporations 3 Financial Corporations
125
Charter Details 95 Application for Charter
128
Incorporators 96 Who May Incorporate
130
Number of Incorporators
131
Functions of Incorporators 99 Incorporators as Stockholders 100 Dummy Incorporators
132
Signing and Acknowledgment
133
Filing
134
The Corporate Name 101 How Secured
135
Selection of Name
136
Right to Corporate Name
137
Changing the Corporate Name
138
Single Purpose
139
Comprehensive Purposes
140
Illegal Purposes
141
Things Ultra Vires
142
Stock Clauses 110 General 111 Classifications 112 Common Stock
144
Preferred Stock
146
Location and Duration of Corporations 114 Domestic and Foreign Corporations 115 Selection of State 116 Principal Office 117 Duration
147
The Board of Directors 118 Qualifications
150
Number
151
Authority
152
Power to Pass ByLaws
153
Classification
154
Standing Committees
156
Special Provisions 124 General
157
Usual Objects of Special Provisions
158
Election of Directors 160 Quorum
160
Proxies
161
Order of Business
162
General Considerations
163
Number and Qualifications
164
General Powers
165
Classification
166
Vacancies
167
Meetings
168
Notice of Meetings
169
Quorum
170
Election of Officers
171
Removal of Officers
172
PART IVTHE BYLAWS Chapter XXIII General Considerations 139 Functions of ByLaws
173
Subject Matter 141 Power to Make
174
Order of Business
175
ByLaw Provisions Relating to Standing Committees 176 Purpose
176
Arrangement
177
Preparation
178
Adoption of First ByLaws
179
ByLaw Provisions Relating to Stock 145 Preliminary
180
Certificates of Stock
181
Transfers of Stock 148 Transfer Agent and Registrar
182
Stock and Transfer Books
183
Preferred Stock 151 Treasury Stock
184
Lost Certificates
185
ByLaw Provisions Relating to Stockholders 153 Annual Meetings
186
ByLaw Provisions Relating to Officers 181 Enumeration
210
Presiding Officers
211
Secretary 184 Treasurer
213
Managing Officers
214
Counsel Auditor 187 Assistant Officers
215
Delegation of Official Powers 189 Salaries
216
Removals Vacancies
217
ByLaw Provisions Relating to Dividends and Finance 191 General 192 Dividends
218
Reserve Funds 194 Limitations of Debt
219
Bank Deposits
220
General 197 Corporate Seal 198 Penalties
221
Amendments
222
PART VORGANIZATION OF CORPORATION Chapter XXXI First Meeting of Stockholders 200 General
224
Special Meetings
226
Preparation of Minutes 202 Conduct of First Meetings
227
Opening the First Meeting of Stockholders
229
Reception of Charter
230
Adoption of ByLaws 206 Election of Directors
231
Exchange of Stock for Property
232
Other Business
233
First Meeting of Directors 209 Calling the Meeting
234
Minutes
235
an Opening the First Meeting of Directors 212 Election of Officers
236
Adoption of Stock Certificate
237
Acceptance of Subscriptions
238
Special Arrangements
306
Annual Audits
307
Charter Limitations
308
Legal Remedies
309
Protecting an Inventor 251 General
312
Stock Control
313
Classification of Stock
315
Cumulative Voting
317
Limitation of Expenditures
318
Assignment of Patent to Trustee
319
Reservation of Royalties
320
Contract Provisions
321
Incorporating a Partnership 261 General
322
Name
323
Capitalization
324
Exchange of Property for Stock
325
Stock Adjustments
326
Board of Directors
328
Maintenance of Agreed Management
329
a By Voting Trust b By Voting Requirements
330
c By Classification of Stock
331
Officers
332
Close Corporations and Their Conduct
333
Restricting the Sale of Stock
337
Holding Corporations 271 General
340
Incidental Powers to Hold Stock
341
Industrial Combinations
349
Underwriting
355
PART VIIOTHER FORMS OF BUSINESS
362
JointStock Companies and Partnership Associations
375
PART VIIIFORMS AND PRECEDENTS
388
Maine Charter
390
New Jersey Charter United States Steel Corp
393
New York Charter
398
South Dakota Charter
400
Virginia Charter Tobacco Products Corp
404
New York Charter Stock Without Par Value
407
Special Charter Clauses Number
410
Amusement Devices 2 Bonds and Securities
411
Brick Machinery 4 Building Materials 5 Cement and Building Mate rials
412
Cloaks and Garments 7 Clothing Manufacturers 8 Contracting and Building
413
Cotton and Textile Fibres 10 Dairy Garden and Farm Products
414
Department Store and Mail Order 12 Drugs 13 DryGoods
415
Electrical Supply Company 15 EngineeringMechanical
416
Estate Management of 17 Express and Delivery 18 Furniture 19 Gas and Electric Fixtures 20 Hardware
417
Heating Apparatus 22 Hotel
418
Ice Company 24 Insurance Agents 25 Inventions 26 Jewelry 27 Leather
419
Lighting and Heating 29 Locks 30 Lumber
420
Meat and Cattle 32 Metal Working 33 Mining 34 Mining
421
Mining and Exploration
422
Mining and Manufacturing 37 Oil 38 Opticians 39 Paints and Painters Supplies
423
Patents 41 Periodical or Newspaper 42 Photographic Apparatus 43 Pianos and Musical Instru ments 44 Printing
424
Railroad Construction 46 Real Estate
425
Refrigerating Company 48 Scales and Weighing Machines
426
Schools 50 Securities Company 51 Sugar Business
427
Textile Fibres 53 Tobacco 54 Toilet Specialties
428
ByLaw Forms Form 8 ByLaws Simple Form
429
ByLaws Extended Form
432
Officers of Meetings
434
Notice of Meetings
435
Comprehensive Form
440
United States Steel Corporation
454
Underwriting Agreements Form
464
Underwriting Agreement United States Shipbuilding Company 13 Globe Telegraph Company
466
United States Steel Corporation u tt tt tt tt
468
Syndicate Agreement
475
Syndicate Letter
481
Syndicate Agreement
485
Voting Trust Agreements Form
491
Voting Trust Agreement Glen Harbor Improvement Company 20 Interstate Railroad Company
492
Subscription Lists and Contracts Form 21 Subscription List
497
Subscription Blank Individual 23 Subscription to Bank Stock Individual
498
Letter Accompanying Blank
499
Subscription List Trustees
500
Agreement with Promoters
501
Preferred Stock with Bonus
502
Subscription Agreement Payable in Stock
503
Receipts for Stock Subscriptions Form 29 Trustees Receipt
505
Treasurers Receipt for Instalment Payment
506
Treasurers Receipt for Stock Subscription 32 Stock Scrip
507
Endorsement Form for Stock Scrip 34 Assignment of Subscription and Payments
509
Stock Certificates and Stock Books Form
510
Stock Certificate Common
512
Preferred
514
Voting Trustees Certificate 38 Assignment of Voting Trustees Certificate
515
Assignment of Stock Certificate
516
Stock Transfer Book
517
Stock Book or Stock Ledger
518
Stock Book to Be Kept by Brokers New York Form Prescribed by Comptroller 43 Stock Book to Be Kept by Corporations and Transfer Agents New ...
521
First Meetings
522
Minutes Stockholders
523
Call and Waiver of Notice Stockholders 46 Proxy
525
Inspectors Oath and Report
527
Waiver of Notice of Assessment
528
Minutes Directors
529
Call and Waiver Directors St Secretarys Oath of Office
531
Proposal to Exchange Property for Stock
533
Assignment of Subscriptions 54 Call for First Directors Meeting
534
Secretarys Certificate to Resolution
535
Option Agreements Form 56 Option on Capital Stock
537
Option on Business and Property
539
Option on Real Estate
540
Option on Corporate Plant and Property
541
Corporate Option Payment in Stock
544
Assignment of Option
547
Chapter LVPartnership Association Agreements Form 62 Massachusetts Declaration of Trust
548
Capital 50 Basis of Capitalization
566
Classification of Stock
573
Corporate Stockholding 129 Limitations on Indebtedness 130 Limitations on Salaries 131 Sundry Provisions
574

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Common terms and phrases

Popular passages

Page 385 - The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
Page 447 - Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Page 386 - Latter, all the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers, respectively, and that the facts therein stated are truly set forth.
Page 354 - Every contract, combination in the form of trust or otherwise, or conspiracy, in restraint of trade or commerce among the several States, or with foreign nations, is hereby declared to be illegal. Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor...
Page 416 - ... stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do..
Page 299 - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
Page 402 - 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 regulations, the accounts and books of the corporation, or any of them, shall be open to the inspection of the Stockholders...
Page 389 - We, the undersigned, in order to form a corporation for the purposes hereinafter 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 1896), and the acts amendatory thereof and supplemental thereto, do hereby certify as follows: First.
Page 427 - Board, and shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors.
Page 401 - ... exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it.

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