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 halaman
 

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Municipal corporations S 12 What bodies are not corporations
11
CONSTITUTION AND ORGANIZATION OF BODY CORPORATE
12
CHAPTER II
13
Corporations implied 17 Corporations by royal charter
16
Creation by act of incorporation 19 Creation by delegated power 20 Restrictions on legislative power to creato
18
Incorporation under general acts
21
Words of incorporation
22
Acceptance of grant
23
Acceptance when not required 23 Construction of incorporating acts
24
Of whom composed
26
Integral parts
27
Admission of members
28
Corporate name
29
Misnomer
30
Change of corporate name
31
Right to exclusive use of name
32
Corporate place or residence
33
Organization
34
CHAPTER IV
36
Commonlaw powers 38 Resumption of granted powers
38
Mode of exercising powers
39
Powers in respect of property
40
Nature of corporate title
41
Presumptions in favor of title
47
Powers in respect to contracts
48
Mode of contracting
50
Principles of construction
52
Capacity to
53
Name in which to
54
In what courts suit may be brought
55
Disfranchisemeut of members
56
Validity of bylaws
57
Corporate seal
58
59 Coustruction and effect of bylaws
59
Power to hold property in trust
60
Bequests to corporations
61
Devise to corporation
62
Deeds by corporations
63
CHAPTER V
66
CHAPTER VI
75
Meetings held outside the corporate domicilo
79
Mode of conducting elections
80
Time and place of holding elections
81
Who may vote at elections
82
Validity of elections
84
Presumptions bearing on elections
85
CHAPTER VII
87
Exemption from liability to taxation
90
EMINENT DOMAIN 91 Definition and nature of 92 Delegation of the power to corporations 93 Property must be taken for a public use 94 What ...
118
Discharge of subscriber from liability
120
Assent estoppel
121
Transfer of shares
122
Owuer entitled to compensation
126
What acts etc constitute a taking
128
CHAPTER IX
129
CHAPTER X
145
Payuent for stock
155
Subscriptions as connected with commencement of business
156
Mandamus against private corporations
157
Variation in amount of capital
158
When mandamus should not be granted
159
Preferred shares or stock S 116 Calls
160
Nature of remedy by quo warranto
161
Assessments
162
Who liable to calls and assessments
163
Payment how euforced
164
Against whom quo warranto should be brought
165
Defenses to quo warranto proceedings
166
Effect and incidents of transter
173
Lien of the corporation on stock
174
Profits and dividends
176
Individual liability of stockboldera
179
CHAPTER XI
183
Pov er to appolut or constituta 129 Bow appointed or constituted
185
Appointinent bow evidenced 131 Who may be an officer or agento
187
Powers of officers and agents in general
188
Effect on foriner companies
189
How tbeir powers must be executed 134 Place of executing their powers
192
De facto officials 136 Derrmination of ageucy or office 137 Removal of otficers
195
Oficial bonds S 139 Office of directors
199
Who eligible as directors end now selectoa 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
213
REMEDIES BY AND AGAINST 147 Action at
215
Suit in equity
218
Injunction
221
Who may brti g suit 151 against whom suit should do brongket S 152 Appearance by corporation 153 Averment and proof of incorporation
227
Coinpensation to landowners
248
Juugment in quo warranto proceedings
249
Title or interest acquired in lands
250
CHAPTER XIII
251
Construction contracts
252
Feucing line of road
253
Highway crossings
254
Railroads in streets
264
Extent of right to use of street
265
Care toward passengers of street cars
266
Duty of company toward employees
267
Form execution etc of mortgage
268
Remedies
269
Power of a corporation to take a mortgage 183 Priority of liens
270
Enforcement of mortgage
271
Name
272
Meinbership
273
Rights of majority
274
Property rights
275
Contracts
276
Effect upon property of former companies 191 Effect as to liabilities of new company
277
Effect of divisions and secessions
278
Of corporations created in different states
279
Buriallots
280
CHAPTER XVI
281
Legislative control over
285
CHAPTER XVII
286
Transfer of assets
295
Nonuser
296
Dissolution by windingup
297
Effect of dissolution in general
298
Effect upon pending suits 209 Effect upon coutracts
300
Rights of creditors stockholders
302
Revival of corporatiou
303
CHAPTER XVIII
305
Directors
310
President
311
Cashier his powers and duties
312
Tellers
315
Deposits
316
Repayment of deposits
317
Liens
319
Loans and discounts
320
Collections
322
Checks
326
Certificates of deposit
328
Banknotes or bills
329
Bankbooks
332
Usages and customs
333
Savingsbanks
335
Creation of national banks
337
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
Legislative control over
355
Rights as to property
356
Contracts by and with
358
Dissolution
361
Pastor or priest 283 Expulsion of members
422
Judicial control and review
439
Powers in general 288 Powers as to property 289 Contracts by and with 290 Issue of negotiable paper
440
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 Oficerselection or appointment
480
Powers and duties of officers
482
Liabilities of officers
483
Compensation of officers and agents
485
Remedies by and against
487
Nature of counties
488
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
498
23 Powers of school board 334 Llability of school officer
500
ASSOCIATIONS 325 Voluntary nature of 326 Powers of in general 327 Bequests and devises 328 Powers and duties of officers 329 Liability of o...
504
Rigbts of action
511
Dissolution
513
Acquisition of lands
527
Expulsion of inembers
543
Clubs 337 Jointstock companies 338 Benefit societies 339 Charitable sociсties 340 Charitable uses
554
Acquisition by grant or license
580

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Halaman 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.
Halaman 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.
Halaman 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.
Halaman 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.
Halaman 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...
Halaman 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.
Halaman 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.
Halaman 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.
Halaman 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...
Halaman 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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