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A Corporation Defined
A Corporation Defined. The Definitions Given By The Courts And Text-book Writers Emphasize The Fact That A Corporation May Be, And Usually Is, Viewed As Being—a Person, A Collection Of Persons, A Franchise, Thus Chief Justice Marshall Defines A Corporation As "an Artificial Being, Invisible, Intangible, And Existing Only In ...

Acquisition Of A Name
Acquisition Of A Name. A Name Is Usually Given In The Char Ter Or Articles Of Association, And The Law Now Usually Requires It To Be So Given, But It Is Not Perhaps Indis Pensable That It Should Be So Given, As It May Be De Rived From Usage. The ...

Acquisition Of Membership
Acquisition Of Membership. Membership In Non-stock Com Panies Is Obtained By Complying With The Conditions Set Forth In The Constitution And By-laws. In Stock Corporations Membership Is Acquired Through Owner Ship Of Stock, And This May Be : 1. By Subscription To The Stock And Acceptance By The Corporation. 2. ...

Action By The Council
Action By The Council. The Municipality Can Act Only Through Its Council. The Inhabitants Or Citizens, Though They Have Power To Select Tile Members Of The Council, Cannot Bind The City In Any Other Way Than Through The Action Of Their Council. They Can Not Bind The City By A ...

Adopting State Regulations
Adopting State Regulations. Undoubtedly, Though Congress Has Exclusive Control Of Inter-state Com Merce, It May Yet Adopt, As A Matter Of Expediency, Regulations Made By A State, Though They Have The Effect To Exclude Corporations Or Others From Carrying On Business That They Would Otherwise Have The Right To Under ...

Anti Trust Acts
Anti-trust Acts. The National Government, In 189o, Passed An Anti-trust Act, Forbidding Any Contract Or Agree Ment Which Monopolized Or Attempted To Restrain Or Monopolize, Inter-state, Foreign Or Territorial Trade Or Commerce, Under Certain Penalties, And Requiring The Various United States District Attorneys To Enforce Its Provisions, And Giving To ...

Are Rail Ways A
Are Rail Ways A Double Use Of Streets And Highways? The State Legislature Has The Power To Authorize The Railway Company To Occupy Streets And Highways On Such Terms As It May Dictate. That Is, The Legislature May Take The Public Streets And Give Them Over To Another Or Double ...

Assets Are Regarded As
Assets Are Regarded As A Trust Fund For The Protection Of Creditors. The General Doctrine Is That The Capital Of A Corporation Is A Fund Set Apart For The Protection Of Creditors, And Cannot Be Given Away, Or Distributed Among Shareholders Until Creditors Are Fully Paid. (sanger V. Upton, 91 ...

Authorities On Law Of
Authorities On Law Of Pri Vate Corporations. There Are Many Writers On Corporate Law, Some Dealing- With Corporations Gen Erally, Others With Private Corporations, And Sonie With Special Features Of Corporate Law Only: Among The Earliest Standard Authorities May Be Mentioned Angell & Ames' Work On Corporations, Which Has Reached ...

Authorities On Public Or
Authorities On Public Or Municipal Corporations. The Treatise On Municipal Corporations, By J. F. Dillon, In Two Vol Umes, Is A Standard American Work ; Professor Tiede Man's Work On Municipal Corporations In One Volume Is Also A Reliable Book; Other Treatises By Beach, Elliot And Smith Are Valuable. ...

Calls For Payment Of
Calls For Payment Of Subscriptions. As A Rule, Be Fore Any Particular Amount Is Due Upon Any Subscrip Tion, A .call Is To Be Made By The Directors; This Call, At Common Law, Was Made By Simply- Passing- A Resolu Tion That A Certain Per Centum Of The Amount Sub ...

Canons Of Construction Of
Canons Of Construction Of City Charters. The Charter Of A Munici Pality Must Be Strictly Construed In Favor Of The State And Against The City, Since The Charter Is Simply A Grant Of Powers To The Municipality From The State. In Other Matters The Rule Is To Construe A Grant ...

Capital And Capital Stock
Capital And Capital Stock. There Is Much Confusion In The Use Of These Terms. By The Best Usage It May Be Said That The Capital Of A Corporation Is The Whole Amount Of Its Property Of Whatever Kind ; And That Capital Stock Is The Amount Which It Has, Or ...

Capital Stock And Shares
Capital Stock And Shares Of Stock Distinguished. Capital Stock And Shares Of Stock Are To Be Distin Guished, As They Are Different Things. The Capital Is The Money Or Property Or Both Of The Corporation. The Shareholders' Shares Are Representative Of The Capital, The Surplus, The Franchises, And The Good ...

Charter Powers Are Gen
Charter Powers Are Gen Eral And Special. The Charter Powers Con Ferred Upon A Municipality May Be Classified As Gen Eral And Specia/. General Powers Being Those Essential To The Existence Of The Corporation ; And Special Pow Ers Those Intended To Assist The Municipality In Carry Ing Out Its ...

Charters Under Judicial Sanction
Charters Under Judicial Sanction Considered. These Are Frequently Classified As Court Corporations, But They' Are Really Cor Porations Under Judicial Sanction, As Courts Have Not The Power To Create Corporations. They Result From The Provision Sometimes Made By The Legislature That A Mu Nicipality May Be Incorporated By A Petition ...

Chtarter Requirements As To
Chtarter Requirements As To A Corporate Seal. Another General Power Conferred Upon Municipalities, Is The Require Ment To Have And Use A Corporate Seal. The Power Is Usually Given To Select Its Own Seal And Change It At Pleasure. The Power Need Not Be Expressly- Con Ferred, And Would Be ...

Classification Of Corpo Rate
Classification Of Corpo Rate Powers. Corporate Powers Are Of Three Kinds Or Classes : Incidental. 2. Express. 3. Irn, Plied. The Incidental Powers Are Such As Are Annexed Tacitly Without Any Express Words To Any Corporation Duly Created. They Include ; The Power To Have Per Petual Succession For The ...

Classification Of Corporations
Classification Of Corporations. Corporations May Be Classified As Follows : 1. According To Their Membership, They Are Sole Or Aggregate. In A Sole Corporation There Can Be But One Member At A Time ; Corporations Aggreg-ate Are Com Posed Of More Than One Member At A Time. 2. As To ...

Classification Of Public Corporations
Classification Of Public Corporations. We Have Seen That Municipal Corporations Are Distinguishable From Other Public Quasi Corporations, Such As Counties, Townships, And The Like, And Hence For Convenience And To Prevent A Confusion Of Terms, Public Corporations Rnay Be Classi Fied, As: Administrative, And Illititicipa/. By Administrative Corporations We Mean ...

Commence Ment Of Corporate
Commence Ment Of Corporate Existence. As To The Exact Time Of Corporate Birth There Are Divergent Views, Based Largely Upon Peculiar Provisions Of The Various Statutes. These Are : 1. There Is No Corpor Ate Life Until Organization Is Complete. 2. Corporate Life Begins As Soon As Proper Articles Of ...

Concerning The Doctrine Of
Concerning The Doctrine Of Ultra Ultra Vires Literally Means Beyond The Pow Er. In Its Application To Corporation Law It Means Be Yond The Authority Of The Corporation; Thus, Though The Corporation May Have The Power To Do An Act, Yet If It Has Not The Rightful Authority To Do ...

Concerning The Publica Tion
Concerning The Publica Tion Of Ordinances. It Is A General Require Ment That All Ordinances, Before They Become Opera Tive, Shall Be Published In A Newspaper Of General Cir Culation In The Municipality. The Regulations In This Regard Are Not Uniform, But The Requirement Is Strin Gently Enforced By The ...

Condition Of De Jure
Condition Of De Jure Existence. A Substantial, But Not Nec Essarily Literal, Compliance With All The Mandatory' Con Ditions Of The General Law, Is Essential To De Jure Cor Porate Existence, That Is, To Constitute An Organiza Tion Or Incorporation Which Will Prevail Against Even The Direct Assault Of The ...

Conditional Delivery Of Subscription
Conditional Delivery Of Subscription. Subscriptions Absolute In Form, May Be Turned Over To Some One To Be Delivered To The Corporation Only Upon The Happen Ing Of Some Event ; When This Delivery Is Made To Some One Unconnected With The Corporation It Does Not Be Come Effective Until Delivery ...

Conditional Subscriptions And Express
Conditional Subscriptions And. Express And Conditions. Express Conditions May Be Found Either In The Subscription Or In The Statutes Relat Ing To Subscription ; The Former May Be Of Infinite Va Riety, If Not Inconsistent With The Charter. The Most Usual Condition Found In Statutes Is That Requiring Pay Ment ...

Conditional Subscriptions Prior To
Conditional Subscriptions Prior To Incorpora Tion. Where Subscriptions Are Necessary Prior To Organization, And They Are Made Conditionally, Or Upon Condition, Two Views Are Held In Regard To Them: By The New York Holdings They Are Entirely Void, And Cannot Be Counted ; While The Pennsylvania Rule Is That The ...

Conditions Of De Facto
Conditions Of De Facto Existence. Something Less Than A Substantial Compliance With All Mandatory Provisions Will Suffice For The De Facto Existence Of A Corporation, That Is, For An Existence That Is Valid As Against Any One Except The State. The Conditions For De Facto Exist Ence May Be Stated ...

Conditions Of Existence By
Conditions Of Existence By Estoppel. All Persons Who Have Acted As If A Corporation Was In Existence, And In Such A Manner As To Recognize Its Existence, And Whom It Would Be Equitable To Hold To Such Recognition, And Inequitable Not To Do So,—will Be Estopped From Denying The Corporate ...

Conditions Precedent And Subsequent
Conditions Precedent And Subsequent. A Subscrip Tion Upon Condition Precedent Is One Which Requires The Condition To Be Performed, Unless Waived, Before The Subscriber Can Become A Member. If Such A Sub Scription Is Made After Incorporation Two Theories Pre Vail As To The Legal Effect Of It : T. ...

Constitu Tional Limitations On
Constitu Tional Limitations On Legislative Control Of Corporations. The Limita Tions Imposed By The National Constitution Upon Con Gress Are : I. All Direct Taxes Shall Be Apportioned Among The States According To Population; And Con Gress Is By This Provision Limited As To Its Power To Tax Corporations. 2. ...

Control By Courts Of
Control By Courts Of Equity. Equity Courts Have No General Jurisdiction To Dissolve Corporations, Though It Has Been Held In Michigan, That Where Dissolution Was Necessary To Prevent The Conlinuance Of A Fraud In A Suit Of Which The Court Had Jurisdiction, It Could Go To The Extent Of Decreeing ...

Control By Private And
Control By Private And Public Visitor. In The Case Of Charitable Corporations, The Person Who Endowed The Charity Had The Right Or Privilege Of Appointing A Visitor To See If The Funds Were Applied According To The Terms Of The Gift, And If He Did Not Appoint Such Visitor The ...

Control By The Legislature
Control By The Legislature. The Control Exercised By The State Through The Legislature Is Either: 1. Ordi Nary; Or 2. Extraordinary. In The Exercise Of The Ordinary Legislative Powers, Corporations Are Subject To; (a) The Power Of Eminent Domain. (b) The Police Power. (c) The Taxing Power. In The Exer ...

Corpora Tions Power To
Corpora Tion's Power To Make By-laws. A By Law Signifies A Regulation Adopted By-the Corporation In Regard To The Relation Of Shareholders And Officers To The Corporation, Or Prescribing The Functions Of Officers, The Times And Places Of Corporate Meetings, Etc. The Power To Make By-laws Is Incidental To Corporate ...

Corporate Action Taken In
Corporate Action Taken In Shareholders' So Far As The Members Control Corporate Ac Tion, They Must Do So In A Duly Called Corporate Meet Ing. This Meeting Must Be Called By The Proper Offi Cers,—in The Absence Of Other Provisions The Directors Have This Authority,—though It Is Usual To Put ...

Counties
Counties. Counties, As Well As Towns And School Districts, May Be Constitutional Bodies, That Is, Created Or Provided For By The State Constitution ; But More Often The Power To Create New Counties Is Vested In The Legislature. It Is Best To Look At The State Constitution In Each Case ...

Creation Of A Corporation
Creation Of A Corporation In General. A Corporation Is Created Through The Joint Act Of The State And Individuals, Usually Desig Nated Incorporators Or Promoters. The Promoters Or Incorporators Apply To The State For The Privilege Of Be Coming Incorporated Themselves, Or Of Forming A Cor Poration Out Of Other ...

Creation Of Municipal In
Creation Of Municipal In The United States. In The United States, Municipal Corporation Can Only Be Created By Legislative Act. While Such Corporations In A Few Instances Exercise Powers By Prescription (so-called), This Simply Means That In The Absence Of Positive Or Direct Evidence Of Legislative Creation In Such Cases, ...

Creation Of Public Corpor
Creation Of Public Corpor Under The Common Law Public Corporations Were Created By King's Grant Or Charter ; By Act Of Parliament ; And By Prescription. In This Country We Have No King To Grant Charters, And Very Few Corporations By Prescription, Since By Prescription Is Meant, That The Corporation ...

Creditors And Officers
Creditors And Officers. So Long As The Officers Of The Cor Poration Keep Within Their Authority, They Do Not Make Themselves Liable To Creditors Upon Contracts They Make For The Company; If They Exceed Their Authority, They Become Liable To Those With Whom They Contract ; If They Commit A ...

Creditors And Shareholders
Creditors And Shareholders. Creditors Have No Rights Against Shareholders In The Absence Of A Special Statu Tory Liability, Provided The Corporation Is De Jure, And The Face Value Of The Stock Has Been Fully Paid In, And There Has Been No Distribution Of The Capital Stock Be Fore Creditors Are ...

Creditors And The Corporation
Creditors And The Corporation. Creditors Have All The Ordinary Rights To Enforce Their Claims Against The Corporation In The Usual Way In Courts, That They Have Against Individuals, Except That Property Necessary For The Corporation To Perform Some Public Duty Cannot Be Taken On Execution ; But The Income From ...

Creditors And The State
Creditors And The State. As A General Rule, The State, Unless It Has Reserved The Power To Amend Or Repeal A Charter, Cannot Repeal Or Change The Statutory Contractual Lia Bility Of Shareholders, So As To Impair The Security Of Existing Creditors ; But The Penal Liability Of Share Holders ...

Crimes
Crimes. Corporations Are Held Liable For Crimes, Whether Arising From Non-feasance Or Misfeasance, And Also For Criminal Libel. There Seems To Be No Good Reason Why They Might Not Also Be Held Liable Criminally, For Many Other Offenses, Even For Felonies Of The Higher Grade, Except That The Criminal Laws ...

Cumulative Voting
Cumulative Voting. Cumulative Voting Is A Method Authorized By Statute, And Is Designed To Allow The Minority Of Shareholders To Obtain Representation Upon The Di Rectorate Of The Corporation. It May Be Illustrated Thus : A Owns Ten Shares Of Stock In A Corporation Having Five Directors, And Would Ordinarily ...

Definition And Theory Of
Definition And Theory Of The Franchise. "a Franchise Is A Right, Priv Ilege Or Power Of Public Concern Which Ought Not To Be Exercised By Private Individuals At Their.mere Will Or Pleasure, But Should Be Reserved For Public Control And Administration, Either By The Government Directly, Or By Public Agents, ...

Directors Meeting
Directors' Meeting. The Directors Must Also Act In A Duly Called Meeting,. They Have No Authority To Bind The Corporation By- Their Individual Acts Done Outside The Corporate Meeting. The Rules As To Notice Of Their Meetings Are The Same As In The Case Of Shareholders. In The Absence Of ...

Dissolution Of Corpora Tions
Dissolution Of Corpora Tions And Methods Of Dissolution. A Corporation May Be Dissolved In The Following Ways 1. By The Expiration Of The Time Mentioned In The Char Ter. 2. By The Happening Of A Condition Or Contin Gency Prescribed By The Charter To Have That Effect. 3. By The ...

Dissolution Of Municipal Corporations
Dissolution Of Municipal Corporations In England. In England, A Municipal Corporation May Be Dissolved In Four Ways:—!. By Act Of Parliament. 2. By A Loss Of An Integral Part Of Such Corporation, Or By A Loss Of All, Or A Majority, Of The Members Of An Integral Part, Without Whose ...

Dividends As Between Life
Dividends As Between Life Tenant And Remainder Man. As Between The Claims Of A Life Tenant And Remainder-man To Stock Dividends The Cases Are In Con Flict; One Line Of Authorities Hold That If The Dividend Is Declared In Money, It Is Always To Be Paid To The Life Tenant ...

Dividends
Dividends. By A Dividend Is Meant A Sum Set Aside Out Of The , Corporate Profits To He Divided Among The Shareholders In Proportion To Their Holdings. Dividends, In Order To Be Valid, Must Be Declared Out Of The Corporate Profits—that Is, The Balance Remaining In The Corporate Treasury After ...

Effect Of Dis Solution
Effect Of Dis Solution. The Effects Of Dissolution Are Franchises Can No Longer Be Exercised. 2. As To Ex Ecutory Contracts, Involuntary Dissolution At Common Law Extinguished Such Contracts, And No Damages Could Be Recovered For Non-performance. In Equity, And By Statute In Most Cases, The Obligation Of Such Contracts ...

Effect Of Failure To
Effect Of Failure To Comply With Conditions. The State May Oust Any Corporation For Failure To Sub Stantially Comply With Any Mandatory Condition By Quo Warrant° Proceedings. And If There Is Neither Suf Ficient Compliance On The Part Of The Apparent Corpora Tion To Form A De Lure Nor A ...

Effect Of Misnomer
Effect Of Misnomer. The Misnaming Of A Corporation In The Case Of Contracts Is Of No Effect If The Identity Of The Corporation Can Still Be Established. In The Case Of Legal Process Or Summons Issued Against A Corporation By The Wrong Name, The Suit Is Not Validly Begun, But ...

Effect Of The Transfer
Effect Of The Transfer Of Shares. The General Rule Is That The Transferer Of Shares Is No Longer A Member, And Is No Longer In Any Way Liable To The Corporation Or Its Creditors, Even Though The Shares Are Not Fully Paid ; The Purchaser, On The Other Hand, Assumes, ...

Effect Of Transfer Of
Effect Of Transfer Of Stocks Upon Forged Pow Er Of Attorney. The Transfer Of Shares Upon A Forged Power Of Attorney Has No Legal Effect Upon The Rights Of The Original Owner, As He Cannot Be De Prived Of His Property By Forgery Unless He Is In Some Way Chargeable ...

Effect Of Transfer Of_2
Effect Of Transfer Of Shares In Breach Of Trust. Where One Person Holds Shares In Trust For Another, And There Is Nothing In The Certificates, Or On The Register, To Show That A Trust Exists, A Bona Fide Purchaser From The Trustee Will Obtain A Good Title As Against The ...

Enforcement Of Statutory Liability
Enforcement Of Statutory Liability In Other If A Special Remedy Is Provided In The State Creating The Statutory Liability Of Such A Kind, That The Right Cannot Be Separated From The Proceeding, And This Is Different From The Proceeding In The State Where It Is Sought To Be Enforced, It ...

Etc Effect Of Agreement
Effect Of Agreement To Pay In Property On Rights Of Creditors, Etc. Where The Cred Itor Has A Right To Proceed Against The Shareholders For A Failure To Pay The Full Amount Of Stock Subscribed 1:13 Them, A Difficult Question Sometimes Arises As To The Liability Of Shareholders Who Have ...

Evidence Of Membership
Evidence Of Membership. The Corporate Records, Such As Subscription Or Transfer Books, Are Prima Facie Evi Dence As To Who Are Members Of The Corporation In Stock-companies ; They Arc Not, However, Conclusive. And One Whose Name Is On The Books May Show That He Is Not In Fact A ...

Evidence Of The Sovereigns
Evidence Of The Sovereign's Consent. The Consent Of The State Or Sovereign May Be Evidenced In One Of Four Ways :—i. By King's Charter. 2. By Common Law. 3. By Prescription. 4. By Legislative Act. Thus Lord Coke Says That The Essentials Of Incorporation Are,—persons To Be Incorporated ; A ...

Examples Showing When A
Examples Showing When A Corporation Is Considered As A A Collection Of Persons, A For Most Purposes A Corporation Is Con Sidered A Person Or Entity ; Thus, It Has Rights Of Prop Erty And Reputation Protected At Common Law, And Un Der Constitutional Provisions, Very Much As Natural Persons ...

Executory Contracts
Executory Contracts. Ultra Vires Contracts Wholly Execu Tory, That Is, Not Performed By Either Party, May Be Repudiated By Either Party To The Contract. In Fact, It Is Usually Said To Be The Duty Of Either Party To Withdraw From It, And When This Is Done No Action For Breach ...

Federal Con Stitutional Restrictions
Federal Con Stitutional Restrictions On State Legislatures. There Are No Express Limitations In The Federal Constitution. But There Is The Implied Lim Itation That No State Can Create Corporations And Con Fer Upon Them Such Powers As Would Prevent The Ex Ercise Of Such Exclusive Or Concurrent Power As Con ...

Ferry
Ferry Another Special Power Usually Conferred Upon Large Cities Having Navigable Waters, Is The Power To Control Ferries, Known As Ferry Franchises. The G-rant Is In The Nature Of A Public Law, And As Such May Be Repealed Or Amended At The Will Of The Legislature, Though It Causes A ...

For What Causes Forfeiture
For What Causes Forfeiture May Be Had. Any Abuse, Misuse, Or Non-user, Of Corporate Franchises, To Thq Injury Of The Public, Is Cause Of Forfeiture By The State In Quo Warranto Or Scire Facias Proceedings. Thus, Engaging In Unlawful Combinations, In Illegal Insurance Or Banking, Fraudulent Organization, Wilful Or Negligent ...

Forfeiture As Effected By
Forfeiture As Effected By Statutes Of Limita Tion And Waiver. There Is An English Rule That The Courts Will Not Entertain A Quo Warranto On The Relation Of A Private Individual When Six Years Have Elapsed From The Time The Cause Of Forfeiture Occurred, But This Rule Is Not Applicable ...

Form In Which The
Form In Which The Legislative Authority Is Exercised. The Legislative Authority May Be Ex Ercised In The Following Forms, When The Constitution Of The State Does Not Prevent : T. By Special Act. 2, By General Act. 3. By Implication. 4. By Consolida Tion. 1. By Special Act. Until About ...

Forms Of Association Contracts
Forms Of Association Contracts. The Contract Of Association May Take Various Form, But For Conveni Ence These May Be Classified As : 1. An Exclusive Statutory Contract. 2. A Common Law Agreement. These Latter May Be: (a) An Agreement To Subscribe For Stock In The Corporation To Be Formed. (b) ...

Fraud And Mistake As
Fraud And Mistake As Affecting Subscriptions. Fraud And Mistake Vitiate Any Subscription Into Which They Enter, In The Same Way, And To The Same Extent As In Any Other Contract, And Make It Voidable At The Op Tion Of The Subscriber. He Must, However, Be Dili Gent In Discovering The ...

Functions Of Shareholders And
Functions Of Shareholders And Directors. Share Holders In A Corporation Wield Extraordinary- And Un Usual Power, Such As Electing Directors, Accepting And Rejecting Amendments, Increasing And Reducing Capi Tal Stock, Making By-laws, Admitting Members, And Un Der Some Circumstances Removing Officers, Restrainin,g Idtra Vires Transactions, Disposing Of Corporate Prop Erty, ...

Functions Of Tiie Other
Functions Of Tiie Other Officers. The President, Merely As President, Presides Over Corporate Meetings And Has No Greater Power In Managing The Corporate Business Than Any Other Shareholder, But By Statute, Or Charter Or By-law, Or By A Course Of Action Acquiesced In By All, He Is Usually Given The ...

General Principles Governing Commissioners
General Principles Governing Commissioners When Acting As An Auditing Board. The Board Of Commissioners Or Supervisors, May Pass Upon Any Claim That Is Presented, And In Some Cases Their Judgment Is Final; It Is At Least Prima Facie Conclusive Of The Correctness Of The Claims As Against The County, If ...

General Rule As To
General Rule As To Duties Of Officers. The Officers Owe The Corporation The Duty To Exercise Care And Dilig-ence, And A Reasonable Business Judgment And Prudence In Managing The Corporate Affairs; And For A Failure In This Regard, They May Be Held Personally, Liable In An Action For Damages By ...

General Rules For The
General Rules For The Construing Of Corpo Rate Charters. These Are: The Legislative Intention Is To Be Ascertained, If Possible, And Given Full Effect. 2. The Lang-uage Used Is To Be Construed Neither Strictly Nor Liberally, But According To Its Fair Import. 3. Words Are To Be Given Their Ordinary ...

How A Gift Of
How A Gift Of Shares May Be Made. A Gift Of Shares May Be Made By A Delivery Of The Certificate Properly Indorsed For That Purpose. Re,gistration Is Not Essen Tial To The Validity Of The Gift. ...

How Are Proved
How Are Prov Ed. In Judicial Proceedings Ordinances Are Proved In Three Ways: (a) By The Introduction Of The Offi Cial Records Of The City Council. (b) By Producing A Copy Of The Paper In Which The Ordinance Was Pub Lished, Showing The Various Issues Or Publications, In Conformity,' To ...

How Corpo Rate Contracts
How Corpo Rate Contracts Should Be Executed. The Contracts Of A Corporation Should Be Made In The Corporate Name. Conveyances Of Land Should Be To The Corporation In Its Corporate Name, And Likewise, The Conveyances Of The Corporation Should Purport To Be Granted And Executed By The Corporation In Its ...

How Dis Solved In
How Dis Solved In The United States. The Meth Ods Of Dissolution Of A Municipal Corporation In En Gland Are Not Applicable In This Country Because Of The Difference In Our Institutions. V‘te Have No Integral Parts In Our Municipalities, There Being But One Single Corporate Whole, Comprising All The ...

How Municipalities May Acquire
How Municipalities May Acquire Property—the Principles Of Dedication As Affecting Municipali Ties Considered. As A General Rule, It Is Said, Municipalities, Or The Public, Cannot Acquire Property By Grant, But Only By Dedication. And Therefore It Was Said That The Public Could Not Acquire Rights By Prescription, Because This Presupposed ...

How The Cor Porate
How The Cor Porate Name May Be Changed. The Cor Porate Name Can Be Changed Only By Consent Of The State And Of The Shareholders. Such Change, If Legal, Does Not Affect The Rights, Duties Or Liabilities Of The Corporation. It Has Been Held, However, If The Change Is Illegal, ...

Implied Limitations Upon The
Implied Limitations Upon The Power Of A City To Pass The Express Limitations Upon The Power Of The City Council To Pass Ordinances Are To Be Found In The Municipal Charter, But There Are Also Some Im Plied Limitations Upon The Council's Power That Are Now To Be Considered. It ...

Integral Parts
Integral Parts. In Some Cases A Corporation Is Composed Of Two Groups Of Individ Uals In Such A Way That The Continuance Of Both Is Essential To The Continued Corporate Existence. In Such A Case, If From Any Cause, All Of One Group Should Die, And There Was No Method ...

Internal Relations Of The
Internal Relations Of The Corporation Arising From The Con Tracts Contained In Or Resulting From The Charter. In 1769 The King Of Eng Land Incorporated Twelve Persons Under The Name Of Trustees Of Dartmouth College, And Granted To Them And Their Successors The Usual Corporate Powers, And Also The Power ...

Interstate Commerce
Interstate Commerce. The National Government Has Pro Vided An Inter-state Commerce Commission And Au Thorized It To Investigate And Determine The Validity Of Rates Charged By Railroads Engaged In Inter State Commerce, And To Prevent Their Giving Rebates And Doing Other Unfair Acts Discriminating Between Shippers ; But As The ...

Irrevocable Proxy
Irrevocable Proxy. There Have Been Some Attempts To Make Proxies Irrevocable. But It Is Held That They Cannot Be So Made, Even For A Consideration. Irrevocable Proxies Being Considered Such A Separation Of The Interest And Its Control As Is Contrary To Public Policy, So That Though An Alleged Irrevocable ...

Its General Nature The
The Corporate Charter, Its General Nature. The Conception Of A Corpor Ation Consists In The Offer And Acceptance Of A Charter Wherein Are Set Forth The Terms And Conditions Upon Which The State Will Permit Individuals Or Associations Of Individuals To Exercise The Franchise Granted There In. It Is Both ...

Joint Stock Com Panies
Corporation Distinguished From Partnership, Joint Stock Com Panies, Etc. A Corporation Differs From A Part Nership:— I. In Origin,—the Idea Of A Corporation Being Traceable To The Public Law Of Rome; While That Of Partnership Was Derived From The Customs Of Mer Chants In England And On The Continent And ...

Kinds Of Shares
Kinds Of Shares. Shares Of Stock Are Of Various Kinds, Such As Common, Preferred, Guaranteed, Interest-bearing, Special, Treasury, Deferred, Founder's Shares, 'watered, Fictitious And Spurious. These Will Be Briefly- Explained. Common Stock. Shares Of Common Stock Entitle Their Owners To An Equal Proportional Participation In The Management, Profits, And Surplus ...

Legislative Control Of Municipalities
Legislative Control Of Municipalities. While The Control Over Mu Nicipalities By The State Legislature Is Generally Regard Ed As Complete, And Not Hampered By The Constitutional Provision As To Impairing The Obligation Of Contracts, As Is The Case When Private Corporations Are Concerned, Yet The State's Control Over Municipalities Is ...

Liabilities Of Promoters
Liabilities Of Promoters. The Liabilities Of The Promoters May Be : 1. To The Corporation Or Its Shareholders. 2. To The Party With Whom They Deal. 3. Liability Among Themselves. T. Liability To Corporation Or Its Shareholders. The Are Liable To The Corporation Or Its Share :131ders, For All Profits ...

Liability Of Corporation For
Liability Of Corporation For Acts Of Promoters. Inasmuch As The Corporation Does Not Become An Entity Until After The Promoters' Acts Bring It Into Ex Istence, It Cannot Be A Party To A Contract Made For It By Its Promoters, And So Is Not Liable Thereon, Unless It Expressly Or ...

Liability Of Corporations For
Liability Of Corporations For Torts And Crimes, Corporations Are Held Liable For Torts Substantially As The Master Is Held Liable For The Torts Of His Servants While En Gaged In The Master's Business. The Managers Of The Corporation Are Regarded As Being Practically The Cor Poration, Since The Whole Of ...

Liability Of Shareholders Under
Liability Of Shareholders Under Special Stat Utes. Statutory Liability Is One Imposed Upon Share Holders By Special Statute Over And Above Their Com Mon Law Liability, For The Protection Of Creditors ; It Is Not Generally A Part Of The Corporate Funds For The Purpose Of Carrying On Its Business, ...

Liability Of The Munici
Liability Of The Munici Pality For Its Torts. To What Extent Is The Municipality Liable For Its Torts? 1. The City Is Not Liable For Legislative Or Discre Tionary Action On The Part Of Its Officers Resulting In Private Damage. 2. The City Is Not Usually Liable For A Failure ...

License Power Of
License Power Of The Primary Object Of A License Is To Defray The Expenses Of Regulating It Under The Police Power Of The City. Where The License Fee Exceeds These Ordinary Expenses Of Policing The Business And The Charges Of Making Out The Licenses, It Comes Pretty Close To A ...

Limitations Upon Municipal Indebtedness
Limitations Upon Municipal Indebtedness. Most City Charters Limit In Express Terms The Amount Of Mu Nicipal Indebtedness. This Limitation Is Usually Ac Complished In This Way: The Statute Or Constitution Provides That The City Shall Not Incur Indebtedness For More Than A Stated Percentage Of The Assessed Valua Tion Of ...

Limitations Upon The Power
Limitations Upon The Power Of The City To Con Trol Streets By U. S. Postal The Use Of The Public Streets By Telegraph And Telephone Companies Is Affected By. The Legislation Of The Federal Government, Which Puts The Control Of These Agencies Beyond The Local Government In Most Cases. The ...

Limits In Leg Islative
Limits In Leg Islative Authority. The Limits Upon Legis Lative Authority Are Such As Arise : 1. From The Na Ture Of Legislative Authority. 2. From The Nature Of A Franchise. 3. From Constitutional Limitations Or Provisions. 1. From The Nature Of Legislative Authority. In The United States The Legislatures ...