Section 8 of the Corporation Act defines the liability of stockholders and their assignees on unpaid stock. Section 25 defines the remedy of creditors to enforce the liability mentioned in Section 8. Alling v. Wenzel, 133 Ill. 264. Powers of. Stockholders in selling stock warrant the stock genuine, that they own it and are authorized to sell and transfer it. All other warranties must be specially exacted. Burwash v. Ballou, 230 Ill. 34. Stockholders cannot enlarge the objects for which the corporation was formed by mere resolution. Additional authority must be acquired under the act of 1873. (Hurd, 1908, p. 521.) C. V. & C. Ry. Co. v. Woodyard, 226 Ill. 331. Stockholders have no power to make or amend by-laws, and may not require that all by-laws be approved at a stockholders' meeting before they become operative. Directors must adopt by-laws. Manufacturers' Bldg. Co. v. Landay, 219 Ill. 168. Stockholders may sell their stock to officers of the company, and in the absence of fraud by the official, the sale will be upheld. Hooker v. Midland Steel Co., 215 Ill. 444. Actions by and Against. Rules as to. Commercial Trust Co. v. Mallers, 242 Ill. 50. Dunbar v. Amer. Tel. Co., 238 Ill. 456 Gillette v. C. T. & T. Co., 230 III. 373. Laches-When guilty of. A stockholder who knows that directors have raised their salaries is estopped from objecting where he as one of the directors has voted for the increased allowances for two years. Klein vs. Independent Brewing Co., 231 Ill. 594. A stockholder who assists in securing a loan on real estate belonging to the corporation but purchased by certain directors of themselves at high valuations, is estopped from claiming such purchases were fraudulent. His acts show such knowledge and acquiescence as will infer his ratification of the purchases. Klein vs. Independent Brewing Co., 231 Ill. 594. A stockholder who seeks to rescind a sale of stock to him, on grounds of fraud, must act promptly. A delay of a year forfeits any remedy had. Burwash v. Ballou, 230 Ill. 34. Laches cannot be imputed to a stockholder who refrains beginning action for failure to pay guaranteed dividends, where he has continued to demand same and has not acquiesced in such non-payment. Cratty v. Peoria Law Library Association, 219 Ill. 516. Long delay in filing a bill to compel an issue of stock to replace stock alleged to be lost, will bar relief. Dempster v. Rosehill Cemetery Co., 206 III. 261. Stockholder who waits seven years before demanding new stock in a new corporation replacing the old, will not be entitled to an exchange of stock-when. Stoddard v. Decatur Cracker Co., 184 Ill. 53. A stockholder receiving dividends is estopped from denying the corporate existence. Lincoln Park Chap. R. A. M. v. Swatek, 204 I11. 228. Stockholder who waits seven years before demanding new stock in a new corporation replacing the old, will not be entitled to an exchange of stock-when. Stoddard v. Decatur Cracker Co., 184 Ill. 53. Long delay or acquiescence in illegal acts bars a stockholder from bringing suit to close up the corporation on that ground. Coquard v. Nat. Linseed Oil Co., 171 Ill. 480. Stockholders are not held guilty of laches where a concealed fraud exists, if they begin within a reasonable time after knowledge of the facts. Farwell v. Great Western Tel. Co., 161 Ill. 522. Who are stockholders. One to whom stock is issued and who receipts for it on the books of the company, will be presumed to be the absolute owner of the stock, in the absence of clear evidence to the contrary. Gillett v. Chicago T. & T. Co., 230 Ill. 373. One who receives due bills for paid-up stock and sells them to his brother, who presents them and receives certificates of stock therefor, which he assigns in blank, and deposits as collateral security for notes he has given in payment for the due bills, the notes being in themselves worthless, is the owner of the stock regardless of the above transaction and liable to creditors when it is disclosed the stock was not originally bona fide paid up. Gillett v. Chicago T. & T. Co., 230 Ill. 373. Subscribers for bonds issued by a corporation, with which stock is given as a bonus, are stockholders as soon as they pay for the bonds, even though no stock is issued to them. As to creditors, they are stockholders whether they take possession of such stock or leave it with the trustee unissued. Gillett v. Chicago T. & T. Co., 230 Ill. 373. The election of a promoter to whom no stock has been issued as a director is not proof that he is a stockholder. Hearth v. Sherman, 229 Ill. 581. Where a stockholder has subscribed for a large amount of stock which was never issued to him, and the business failing, the corporation was reorganized on an agreement that such stockholder should be released from his subscription and said stock be issued to others not more than ten shares to each, said stockholder holds title to such stock in trust for persons subscribing ten shares each under the agreement. Hladover v. Paul, 222 III. 254. When the Supreme Court has once decided as to the ownership of corporate stock, that decision is res adjudicata on that question when raised in a subsequent suit. Leigh v. Nat. Hollow Beam Co., 224 Ill. 76. Miscellaneous rules as to. Stockholders of shooting club corporations are not "owners" of the club's real estate, under Section 25 of the Game Law. Cummings v. People, 211 Ill. 392. Corporations cannot become stockholders in other corporations, unless specifically empowered so to do by their charter. McCoy v. World's Col. Ex., 186 Ill. 356 (360). Fact that the stockholders of two corporations are the same, does not make them joint makers of a note, where the intent is that one signs as surety. Rogers, Brown & Meacham v. Jewell Belting Co., 184 Ill. 574. Stockholders have no interest in corporate property and cannot contract to sell or dispose of it. Such a contract, not ratified, is void. Sellers v. Green, 172 Ill. 549 (552). Stocknolders dealing with the corporation must use good faith. Atwater v. Amer. Ex. Bank, 152 Ill. 605 (615). Stockholders are not necessary parties to proceeding for a receiver and to dissolve. Service on corporation, as such, gives jurisdiction. Bates v. Great Western Tel. Co., 134 Ill. 536 (549). Stockholders are not necessary parties in an action for a receiver unless so required by statute. Great Western Tel. Co. v. Gray, 122 Ill. 630. "All stockholders" in statutes held to mean original subscribers and all subsequent assignees or holders. Root v. Sinnick, 120 Ill. 350. Ratification by. Klem v. Independent Brg. Co., 231 Ill. 594. |