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 páginas

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Conteúdo

Disfranchisement of members
56
Devise to corporation
62
Validity of bylaws
66
Bylaws must be reasonable
68
Coustruction and effect of bylaws
70
Enforcement of bylaws
72
Proof of bylaws
73
CHAPTER VI
75
Meetings held outside the corporate domicile
79
Mode of conducting elections
80
Time and place of holding elections
81
Who may vote at elections
82
Validity of elections
84
71 Presumptions bearing on elections
85
CHAPTER VII
87
Negligence
105
Wrongful acts resulting in death
106
Liability to indictment
107
Liability to taxation 88 Place of taxation
111
Modes of valuation and assessment
112
Exemption from liability to taxation
114
Delegation of the power to corporations
118
CHAPTER IX
129
CHAPTER X
145
Payment how euforced
164
Assent estoppel
169
Lien of the corporation on stoct
176
CHAPTER XI
183
How tbeir powers must be executed
192
Oficial bonds
202
143 Powers duty and liability of treasurer
208
REMEDIES BY AND AGAINST
215
Injunction
221
Who may brti g suit
227
Against whom quo warranto should be brought
246
Defenses to quo warranto proceedings
247
Judgment in quo warranto proceedings
249
CHAPTER XIII
251
CHAPTER XIV
262
Form execution etc of mortgage
268
Power of a corporation to take a mortgage 183 Priority of liens
270
184 Enforcement of mortgage
271
Construction of statutory power
273
Of corporations created in different states
279
Legislative control over
285
CHAPTER XVII
286
Transfer of assets
295
Rights of creditors stockholders
302
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
325 Voluntary nature
325
Checks
327
225 Certificates of deposit
328
Banknotes or bills
329
Liability of inembers Individually
331
Bankbooks
332
Interest on loans
344
Acts ultra vires
346
Windingup
347
CHAPTER XIX
349
Eminent domain
367
Coinpensation to landowners
368
Compensation how estimated
371
Title or interest acquired in lands
375
Location of road
377
Construction contracts
379
Feucing line of road
382
Highway crossings
386
Liability for injuries in constructing road
388
Liability for acts of officers and agents
390
Are common carriers
393
Carriage of freight
395
Carriage of passengers
397
260 Freights fares and other charges
401
Negligence in management of trains 262 Contributory negligence
408
Associated companies
409
Railroads in streets
410
Extent of right to use of street
412
Care toward passengers of street cars 267 Duty of conipany toward employees 268 Leases of railroads
418
Remedies
420
CHAPTER XX
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
294 Local improvements
458
Contracts for local improvements
460
Power to grant licenses
462
Abatement of nuisances
463
Regulation of niarkets
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 Officerselection or appointment
480
Powers and duties of oficers 311 Liabilities of officers
483
Compensation of officers and agents
485
Remedies by and against
487
314 Nature of counties
488
Property of counties
489
Powers of county board
490
317 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 Liability of school officer
500
Clubs
504
Jointstock companios
516
Charitable socicties
522
Organization 240 Subscription to stock
538
Legislative control over
561
Rights as to property
578
Contracts by and with 244 Dissolution
579
Acquisition of lands 246 Acquisition by grant or license
580

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Página 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.
Página 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.
Página 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.
Página 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.
Página 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...
Página 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.
Página 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.
Página 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.
Página 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...
Página 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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