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

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Ronald Press, 1904 - Consolidation and merger of corporations - 338 pages
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Contents

Nature of the Subscription Contract
24
Form of Subscription Contract
26
Underwriting Agreements
28
Contracts Prior to Incorporation 13 Status of Corporation upon Organization 14 Status of Contracting Parties
29
15 Agreements between Incorporators
30
Promoters Contracts
31
Option Contracts
32
ia Trustees Contracts
33
19 Effect of Failure to Incorporate
34
Where to Incorporate 20 General
35
Domestic Incorporation 22 Foreign Incorporation
36
Cheap Incorporation
39
Reputation of Different States
40
Corporate Laws of Different States
41
Liabilities Imposed in Different States
42
Protection of Minority in Different States
43
Cost of Incorporation 29 General 30 Fees and Franchise Taxes
45
Avoiding Fees and Taxation
47
Counsel Fees
51
Corporate Equipment
52
STOCK AND STOCKHOLDERS Chapter VI The Capitalization 34 Basis of Capitalization
54
Capitalization at Less than Real Values
56
Capitalization at Real Values
57
Capitalization on Earning Capacity 38 Capitalization of GoodWill
58
Form of Capitalization 40 Bond Issues
60
Financial Exigencies
61
The Stock System 42 Capital Stock
62
Shares
63
Certificates of Stock
64
Unissued Stock
65
Issued Stock 47 FullPaid Stock
66
Common and Preferred Stock 49 Other Classifications
67
Preferred Stock 50 General 51 Preference as to Dividends
69
Preference as to Assets 53 Cumulative Dividends
72
Participation in General Dividends
73
Redemption Right
74
Voting Rights 57 Convertible Stock
76
Founders Shares
77
FullPaid Stock 59 General 60 Watered Stock
79
Legal Status of Watered Stock
80
Legal Status of FullPaid Stock
81
Certificates for FullPaid Stock
82
Treasury Stock 64 Definition
84
Origin 66 Transfers to Corporation
85
Transfers from Corporation
86
Legal Status of Treasury Stock 69 Stock of other Corporations held in Treasury
87
Status of Stockholders 70 General 71 Functions
89
Rights 73 Powers
90
Liabilities 75 Relations to Directors
91
General
92
Single Purpose
93
THE CHARTER Chapter XII General Considerations 76 Nature of Charter
94
Classification
95
Business Corporations 79 Public Utility Corporations
96
General
97
Financial Corporations 81 Charter Details
98
Application for Charter
99
Preferred Stock
100
Incorporators 83 Who may Incorporate
101
Number of Incorporators 85 Functions of Incorporators
102
Incorporators as Stockholders
103
Dummy Incorporators
104
Qualifications
105
The Corporate Name 88 How Secured
106
Selection of Name 90 Right to Corporate Name
107
Changing the Corporate Name
108
Classification
109
in General 112 Usual Objects
112
Cumulative Voting
113
Classification of Stock
114
Corporate Stockholding
115
Limitations on Indebtedness
116
Limitations on Salaries
117
Sundry Provisions
118
General
119
Signing and Acknowledgment
120
Filing 122 Certified Copies
122
General
123
Voting Trusti
125
Subject Matter
137
THE BYLAWS Chapter XXII General Considerations 126 Function of ByLaws
139
Subject Matter 128 Power to Make
140
Arrangement
142
Preparation
143
Adoption of First ByLaws
144
Stock 132 Preliminary
146
Quorum
155
Proxies 149 Order of Business
156
Directors 5 150 General Considerations 151 Number and Qualifications
157
General Powers 153 Classification
159
Vacancies 155 Meetings
160
Notice of Meetings
161
157 Quorum
162
Election of Officers
163
Removal of Officers 160 Compensation of Directors 161 Power to Pass ByLaws
164
Order of Business
165
Powers
166
Procedure
167
Officers 168 Enumeration Qualifications
173
Presiding Officers
174
Secretary 171 Treasurer
175
Managing Officers 173 Counsel Auditor
177
Assistant Officers
178
Delegation of Official Powers 176 Salaries
179
Removals Vacancies
180
Dividends and Finance I 178 General 179 Dividends
181
Reserve Funds 181 Limitations of Debt
182
Bank Deposits Chapter XXIX Sundry Provisions 183 General
183
Corporate Seal 185 Penalties
184
Amendments
186
ORGANIZATION OF CORPORATION Chapter XXX First Meeting of Stockholders 187 General
187
Preparation of Minutes
189
Method of Conducting Meeting
190
Opening the Meeting
191
Reception of Charter
192
Adoption of ByLaws
193
First Meeting of Directors
196
Issuance of Stock for Property
204
Concerning Promoters
226
SUNDRY CONSIDERATIONS
238
General 222 Distinctions
244
How Formed
245
Legal Status
246
Requisites 226 Restriction of Stock Sales
248
Protection of Minority 227 General 228 Rights of Minority at Common
249
Encroachment on Minority Rights
250
Protective Measures
252
Cumulative Voting
253
Classification of Stock 233 Voting Trusts
255
Special Arrangements
256
Annual Audits
257
Charter Limitations
258
Protecting an Inventor 237 General
260
Stock Control
261
Classification of Stock
263
Voting Trust
264
Cumulative Voting 242 Specified Majorities
265
Limitation of Expenditures 244 Assignment of Patent to Trustee
266
Reservation of Royalties
267
Incorporating a Partnership 246 General
268
Name
269
Capitalization
270
Exchange of Property for Stock
271
Stock Adjustments
272
Board of Directors
274
Maintenance of Agreed Management a By Voting Trust
275
6 By Voting Requirements f By Classification of Stock
276
Officers
278
Holding Corporations 254 General 255 Statutory Enactments
279
Present Status
280
257 Limitations
281
Parent Companies
282
Industrial Combination 5 259 General
283
Preliminaries
284
Option Agreements
285
Inspection and Appraisements
286
Underwriting
288
Organization
289
FORMS AND PRECEDENTS ft Chapter XLI Charter Forms Form 1 Connecticut Charter
290
Delaware Charter
291
Maine Charter
293
South Dakota Charter
295
Special Charters Form 5 New York Charter Midvale Realty
297
New Jersey Charter United States Steel
298
New Jersey Charter Chicago Subway Chapter XL1II ByLaw Forms Form
303
Simple Form
307
Extended Form
310
Comprehensive Form
317
Form
331
Procedure
351
Copyright

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Page 328 - 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 253 - 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 305 - ... 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.
Page 306 - The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions...
Page 298 - 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 309 - 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 126 - 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 provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class...
Page 314 - The members of said board shall hold office for the term of one year and until their successors are elected and qualified.
Page 338 - For value received hereby sell, assign and transfer unto shares of the *capital stock represented by the within certificate and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the within named company with full power of substitution in the premises.
Page 301 - Any officers elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employee of the company may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors.

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