AN ANALYSIS OF THE WHOLE WORK.

TITLE I.

ORGANIZATION AND INTERNAL GOVERNMENT.

CHAPTER

1. Nature and Kinds of Corporations.

2. Creation by Special Charters.
3. Acceptance of Special Charters.
4. Amendment of Charters.

5. Charters Granted by the Courts.

6. Organization Under General Laws.

ARTICLE I. Purposes for Which Incorporation Permitted.
SUBDIVISION I. Examples from Various Statutes.

II. Decisions Construing Particular Stat-
utes.

II. Steps Necessary to Perfect Organization.

7. Reorganization.

8. Names of Corporations.

9. Consolidation.

ARTICLE I. In General.

II. Effect Upon Shareholders.

III. Transmission of Rights and Liabilities of

Constituent Companies.

IV. Effect on Remedies and Procedure.

10. Promoters.

ARTICLE I. Liability on Their Contracts.

CHAPTER

ARTICLE II.

Liability to Subscribers.

III.

Liability to the Company.

IV.

Non-liability of the Company for Contracts of
Promoters.

11. Irregular and De Facto Corporations.

ARTICLE I. De Facto Corporations.

II. Corporations by Estoppel.

12. Constitutional Restraints upon the Creation of Corporations and the Granting of Corporate Privileges.

13.

14.

ARTICLE I. Provisions of Various State Constitutions.

II.

III.

IV.

Restraints Upon the Passing of Special Acts,

Conferring Corporate Privileges.
Restraints as to the Titles of Laws.

Restraints as to the Mode of Passing Laws.
V. Various Other Restraints and Provisions.

National Corporations.

Place of Holding Corporate Meetings and of Doing
Corporate Acts.

16.

Conduct of the Election.

V. Right to the Office: Contesting the Election. Amotion of Officers.

17. Expulsion of Members.

ARTICLE I. Power to Expel: Grounds of Expulsion.

II. Corporate Proceedings to Expel.

TITLE II.

CAPITAL STOCK AND SUBSCRIPTIONS THERETO.

CHAPTER

19. Nature of Capital Stock and Shares in General. 20. Who May Become Shareholders in Corporations.

21.

ARTICLE I. Natural Persons.

II. Private Corporations.

III. Municipal Corporations.

The Contract of Subscription.

ARTICLE I. Theories as to the Nature and Formation of the Contract.

III. Theories as to the Necessity of Paying the

Statutory Deposit.

IV. Theory that the Full Amount of the Capital
Must be Subscribed.

V.

Other Theories and Holdings.

22. Alteration of the Contract.

23.

24.

25.

Conditional Stock Subscriptions.

ARTICLE I. Validity of Conditional Subscriptions.
II. Effect of Conditions in Subscriptions.
III. Interpretation of Particular Conditions.

Effect of Fraud on Stock Subscriptions.

ARTICLE I.
II.

General Principles.

What Frauds Will and What Will Not Avoid the Contract.

III. Remedies of the Defrauded Shareholder

Against the Company.

IV. Time Within Which a Rescission Must be

Claimed.

V. Remedies Against the persons Guilty of the

Fraud.

VI. Fraudulent Issues and Over-Issues.

The Surrender of Shares and Release of Share

holders.

26. Payment of Shares.

ARTICLE I. In General.

CHAPTER

27.

ARTICLE II. in Property.

III.

IV.

In What Kind of Property.

New Doctrine That a Corporation Can Give
Away its Unissued Shares.

V. Rights of Bona Fide Purchasers of Unpaid
Shares.

VI. Miscellaneous Holdings.

Assessments and Calls.

ARTICLE I. In General.

II. Conditions Precedent: Full Subscription-Organization.

III. Sufficiency and Notification of the Assessment.

TITLE III.

REMEDIES AND PROCEDURE TO ENFORCE SHARE SUBSCRIPTIONS.

CHAPTER

28. Forfeiture of Shares for Nonpayment of Assess

29.

30.

31.

ments.

ARTICLE I. Power to Forfeit and How Exercised.

II. Effect of Such Forfeitures.

III. Relief Against Such Forfeitures.

Actions by the Corporation Against Shareholders for Assessments.

II. Pleading.

III. Miscellaneous.

Evidence in Such Actions.

ARTICLE I. Evidence of Corporate Existence.

II.

III.

Conduct Showing Membership: Estoppels. Books and Records of Corporation as Evidence.

IV. Other Evidence of Membership.

V. Other Points of Evidence.

Defenses to Actions for Assessments.