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BOARDS OF TRADE.
GENERAL RULES AS TO.
General rules as to.
The fact that a member of the Chicago Board of Trade has sold his membership, but it is not transferred on the books or consented to by the Board, does not divest the Board of its power to try him for violation of its rules.
Bostedo v. Chicago Board of Trade, 227 Ill. 90. A court of equity will not enjoin the officers of the Board of Trade from expelling a member. His remedy is an action for damages.
Bostedo v. Chicago Board of Trade, 227 Ill. 90. The Chicago Board of Trade is a voluntary organization, although incorporated under general law, and any member may be suspended under its rules for non-payment of dues, without notice.
People v. Board of Trade, 224 Ill. 370. Sec. 6 of Rule 20 Chicago Board of Trade as to controversies respecting margins is a valid rule and binding in the absence of fraud on the part of the committee.
Pacaud v. Waite, 218 Ill. 138. The President of a Board of Trade who has been personally made a party to a suit involving the rules of the Board may appeal a decision declaring the rule invalid.
Pacaud v. Waite, 218 Ill. 138. Board of Trade members are bound by the rules duly adopted by the organization.
Pacaud v. Waite, 218 Ill. 138. When enforcement of by-laws of Chicago Board of Trade will not be interfered with.
Green v. Board of Trade, 174 Ill. 585.
When expulsion of member of Board of Trade will not be disturbed, although we have unperformed contracts.
Green v. Board of Trade, 174 Ill. 585. Board of Trade-member tried by committee without protest is bound by its decision-refusal of committee to hear offered evidence voids its decision. Courts may correct abuses.
Ryan v. Cudahy, 157 III. 108.
GENERAL RULES AS TO.
(Form No. 71 for general form of.)
In Illinois by-laws are adopted by the Board of Directors, usually at the first directors' meeting. The stockholders have no part in making the by-laws.
(Chapter 32, par. 6.)
Rules as to.
By-law providing for expulsion of members may be adopted.
Allen v. Chicago Undertakers' Association, 232 Ill. 458. A by-law declaring that no more than a certain number of shares of stock shall issue to one person is void as in restraint of the free sale and transfer of stock.
Hladover v. Paul, 222 Ill. 254 (262). By-laws must be made and adopted by the Board of Directors of a corporation; not at a stockholders' meeting.
Manufacturers' Bldg. Co. v. Landay, 219 Ill. 168. A by-law that restricts competition or tends to establish a monopoly will not be enforced by the courts.
Inter Ocean Co. v. Associated Press, 184 III. 438 (452). Reasonable by-laws not against law or public policy will be left to the corporation for enforcement.
Green v. Board of Trade, 174 Ill. 585. The by-law of the Live Stock Exchange forbidding the employment of persons not members thereof, to solicit trade and limiting agents to be employed, held against public policy and void.
People v. Chicago Live Stock Ex., 170 III. 556.
By-law setting time for regular meetings of directors does not apply to special meeting-rule as to.
Ashley Wire Co. v. Ill. Steel Co., 164 III, 149 (159). By-law limiting power of holder to freely vote stock is invalid.
McNulta v. Corn Belt Bank, 164 Ill. 427 (446). By-law requiring consent of directors to sale or transfer of stock by owner is invalid.
McNulta v. Corn Belt Bank, 164 Ill. 427 (447). By-law or a contract authorizing bondholders to vote as stockholders, held void, absolutely.
Durkee v. People, 155 Ill. 354 (359).
BOOKS AND RECORDS.
GENERAL DIRECTIONS AS TO.
The first requisite to the conduct of corporate affairs is a set of books specially adapted for keeping a record of stock transactions and the ordinary business of the company.
The books of account required are no different from those necessary in any business concern, partnership or otherwise.
The books necessary for the recording of stock transactions, issuing, transferring, etc., are peculiar to corporations, but are differently kept; the book of certificates (Form No. 35), a stock transfer book (Form No. 32), a stock register (Form No. —), a dividend.book (Form No. —) and a minute book (Form No. —). These books, except the dividend book which is in charge of the treasurer, are kept by the secretary.
The Stock Certificate Book.—This is a book that contains the stock certificates to be issued to subscribers and stockholders by the president and secretary or other officers authorized by the by-laws to issue them. Printed forms comprising a blank certificate and stub can be purchased, or special certificates printed. The certificate is torn off the stub and delivered to the stockholder, the stub being kept by the secretary. (For this certificate, see Form No. 35.)
The Stock Transfer Book.This is kept by the secretary, and is a record of the transfer of the stock after it is originally issued to subscribers, and is for the purpose of determining who owns or owned the stock at a given time, and to determine who are stockholders for voting purposes. By-laws usually provide, and stock certificates usually state, that assignments of stock are not good until duly transferred on the transfer book of the company. (Form for stock assignment, No.-) This is ordinarily printed on the back of each cer