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Members And Their Necessity
Members And Their Necessity. In A Corporation Aggregate There Must Be Members, Otherwise The Corporation Cannot Exist. If It Is A Non Stock Company The Death Of All The Members Termi Nates Its Existence, While If It Is A Stock Company, The Representatives Of Deceased Members Who Succeed To The ...

Method Of Enactaient
Method Of Enactaient. Ordinances Must Be Enacted By, The Proper Body, And In The Form And Manner Prescribed By Statute; Published As Required By Law, And Approved By The Mayor, Where Such Ap Proval Is Required By The Statute. Municipal Ordinances Cannot Enlarge Or Vary The Powers Of The City ...

Methods Of Classifying Cities
Methods Of Classifying Cities When Incorporated Under General Laws. The Organization Of Counties And Townships, And The Like, By General Law Is Easily Done, But The Incorporation Of Cities In The Same Way Becomes A More Difficult Question By Reason Of The Fact That All Cities Are Not Of The ...

Methods Of Excluding Or
Methods Of Excluding Or Restricting Foreign Corporations. In Order To Regulate And Re Strict Foreign Corporations Doing Business Within Their Boundaries, States Usually Provide:— I. That Before Doing Business In A State, A Foreign Corporation Shall Appoint Some One Within The State Upon Whom Service Of Summons May Be Made. ...

Methods Of Proving Mu
Methods Of Proving Mu Nicipal Charters. Private Corporations, When Compelled To Prove Their Charter Do So By Certified Copies Of The Records, Unless It Is By' Special Act, When The Act Is Proven. The Existence Of The Charter And Incorporation Are Usually Admitted. The Primary Evidence Of A Municipal Charter ...

Methods Of
Methods Of The Public Streets Of A City Are Used For Transportation, And The Control Of The City Over These Various Agencies Of Transportation Is Becoming Of More And More Importance With The Increase Of Population And The New Devices For The Transportation Of Persons And Ideas, As Well As ...

Modes Of Creating Munici
Modes Of Creating Munici Pal Corporations In England. In The Early History Of Municipal Corporations In England, They Were Only Created By The King's Charter, And By Special Act Of Parliament, And Those Corporations Which Had Existed For A Long Period Of Time, And Whose Powers Were Derived From The ...

Municipal Courts
Municipal Courts. At Com Mon Law Municipal Courts Existed In Certain Cities By Prescription. Thus, In Some Of The Cities There Was A Mayor's Court, With Various Functions, Which Did Not Depend For Its Existence Upon Any Act Of The Legisla Ture. Municipal Courts Of This Character Do Not Exist ...

Municipal Property Cannot Be
Municipal Property Cannot Be Sold On Execu Tion To Satisfy A Claim Against The City. As A Rule City Property Cannot Be Sold On Execution To Satisfy A Claim Against The City. There Are Several Views On This Subject : I. City Property Used For Public Purposes Cannot Be Taken ...

Municipal Property
Municipal Property. Under The Early Roman Law Cities Could Not Become Interested In, Or Take Property By Donation Or Legacy. But This Rule Was Changed Later Under The Emperors, And Roman Cities Permitted To Own Property. By The English Statute Of Mortmain, The Right Of Municipali Ties To Take Real ...

Municipal Records
Municipal Records. As The Ordinances Of A City Are Given The Effect Of Laws, And Its Action In Other Than Legis Lative Matters Is Of The Utmost Importance To All The Inhabitants Of The City, It Is Very Important That A Careful Record Of The Council's Proceedings Should Be Kept. ...

Nature Of Shares Of
Nature Of Shares Of Stock. A Share Of Stock In A Corpo Ration Is An Intangible Property Right, Entitling The Owner Of The Share To Participate In The Profits Of The Corporation, And In The Event Of Dissolution To Share Pro-rata In The Division Of Assets After The Debts Are ...

Notice Of Shareholders Meeting
Notice Of Shareholders' Meeting. At The Common Law Notice Of Corporate Meetings, Definite As To Day, Hour, And Place, Had To Be Given Personally To Each Shareholder In Order To Make The Meeting Valid. In The Absence Of Charter, By-law Or Statutory Provision This Is Still The Rule Of Summoning ...

Offer And Acceptance
Offer And Acceptance. The Offer Of A Charter May Be Made By The State To Persons,—as Is The Case Where In Corporation Is By General Laws ;—or By Persons To The State, As Where Special Agents Secure The Charters. Ac Ceptance Is Necessary To The Taking Effect Of The Offer, ...

One Man Com Panies
One Man Com Panies. In The Case Of Stock Corporations There Is Usually Nothing To Prevent One Member From Acquiring All The Shares Of Stock. By The Weight Of Authority, If The Corporation Was Validly Created, The Fact That One Person Acquires All The Stock In Good Faith Has No ...

Ordinances
Ordinances. One Of The Most Important Things That A City Council Has To Do, And Make A Record Of, Is, To Pass Ordinances. By An Ordinance Is Meant A Permanent Rule En Acted By A City For The Government Of Its Inhabitants. The Framing Of These Rules Or Ordinances Is ...

Organization In General
Organization In General. T_tnder A Charter ;2:ranted From The King-, Or Special Act Of The Legislature, Or By Deed Of Settlement, The Org-an Ization Was Distinctly Set Forth In The Instrument Itself, And Usually The Persons Who Were To Act As First Of Ficers Were Therein Designated, Methods Of Continuing ...

Organs Of Action
Organs Of Action. Since A Cor Poration Is An Artificial Entity, It Can Act Only Through Its Representatives. These Are : 1. The Majority Of A Quorum Of Corporate Members Duly Assembled In Cor Porate Meeting. 2. A Majority Of Directors Duly As Sembled In Directors' Meeting. 3. Officers Of ...

Other
Other It Has Been Held That The City Council Has No Authority' To Offer A Reward For The Apprehension Of Offenders. It Has Also Been Held That It Has Such Au Thority. But An Officer Who Is Simply Doing His Cus Tomary Duties Cannot Claim Such A Reward. The City ...

Partially Executed Contracts
Partially Executed Contracts. Where An Ultra Vires Contract Is Only Partially Executed, There Are Two General Views As To Its Leg-al Effect. The Rule Main Tained In Eng-land, In The Supreme Court Of The United States, And In Several States Is, That Such A Contract Is Absolutely Void As To ...

Particular Powers And Power
Particular Powers And Power To Contract. The Validity Of Corporate Con Tracts May Be Determined By Investigating As To Three Essential Things; These Are: 1. Did The Corporation Have Power To Make The Contract In Question? 2. \vas It Made By An Authorized Agent? 3. Was It Made In The ...

Parties That May Subscribe
Parties That May Subscribe. The G-eneral Rule Is That Sub Scribers Must Be Persons Capable Of Contracting- So Far As All Subscriptions Necessary For Organization Are Con Cerned. An Infant May Subscribe, But If He Does So Ile May Repudiate The Subscription As In Other Con Tracts. At Common Law, ...

Peculiar Characteristics Of Administrative
Peculiar Characteristics Of Administrative Corporations. The Political Or Public Corporations Which We Have Designated As Administrative, Such As Counties, Town Ships, School And Road Districts, And The Like, May Be Created, Changed, Or Destroyed At The Will Of The Legis Lature. They Are Regarded As Being Agencies Of The State, ...

Place Of Meeting
Place Of Meeting. In Order To Make A Valid Meeting Against Shareholders Who Do Not Attend, The Meeting Must Be Held Within The State Creating The Corporation. But Those Who Do Not Attend Will Be Estopped From Denying The Validity,' Of The Action Taken. A Corpora Tion Formed By The ...

Pleading Corporate Existence
Pleading Corpor.a.te Existence. The Courts Are In Conflict As To The Necessity Of Alleging Corporate Ex Istence ; One Line Of Authorities Holding That The Plain Tiff Corporation Must Always Allege Itself To Be Such, While Another Line Holds Exactly The Contrary. Again, One Line Of Authorities Holds That In ...

Power Of The City
Power Of The City To Maintain And Control Wharves. It Is Held That A City Under General Wharfage Powers May Erect And Maintain A Wharf At The End Of A Public Street, And Charge Wharfage Fees. The Collection Of Wharfage Dues Does Not Violate Any Provision Of The Federal Constitution ...

Power To Acquire Its
Power To Acquire Its Own Shares. In The United States By The Weight Of Authority, Perhaps, A Corpora Tion Is Allowed To Purchase Its Own Shares, So Long As The Security Of Creditors Is Not Impaired Thereby. There Is No Doubt That It May Do So In Order To Pre ...

Power To Acquire Personal
Power To Acquire Personal Property. It Is The General Rule That A Corporation Can Only Acquire Such Personal Property, Both As To Amount And Kind, As Is Reasonably- Necessary For The Corporate Purposes; But There Is No Limit To The Amount Of Personal Propertv That May Be Acquired By A ...

Power To Acquire Stock
Power To Acquire Stock In Other It Is The General Rule In The United States That One Business Corporation Has No General Implied Authority' To Acquire Or Hold Stock In Another Such Corporation, Organized Either For A Similar Or A Differ Ent Purpose, As An Investment, For Speculation, Or For ...

Power To Act In
Power To Act In A Personal Relation. A Corpora Tion May Take Property That It Has Power To Own In Trust, And Administer The Trust According To Its Terms. In Some States It Is Held That A Corporation May Be An Executor, Administrator, Or Guardian, And Now They Are Frequently ...

Power To Alienate Property
Power To Alienate Property. In The Ordinary Course Of Business Corporations Have Full Power To Sell Or Dispose Of Their Property If Creditors, Dissenting Shareholders And The Public Are Not Injuriously Affect Ed Thereby. If The Corporation Is A Failing One, The Majority May, Against The Consent Of The Minority, ...

Power To Amend
Power To Amend. Since A Charter Is A Contract, The General Rule Here Is That It Can Be Amended Only By Consent Of Both Parties, That Is, The State And The Corporation ; And Further, Since There Is Also Contained In The Charter, A Contract Between The Corporation And Each ...

Power To Be Surety
Power To Be Surety Or Guarantor. Corporations Have No Implied Power To Become Sureties Or Guarantors, Though It Has Been Held That If All The Shareholders Agree, And Bona-fide Creditors' Rights Are Unaffected, The Guaranty Will Be Binding. There Are Also Well Defined Exceptions To The General Rule ; For ...

Power To Consolidate
Power To Consolidate. By Consolidation Is Meant A Merger, Union, Or Amalgamation, By Which The Stock Of Two Or More Corporations Is Made One ; Their Property And Franchises Combined Into One ; Their Names Merged, And Their Powers Combined So That Practical Ly One New Corporation Results. Consent Of ...

Power To Contract Debts
Power To Contract Debts And Borrow Money. A Corporation May Contract Debts To Any Extent For Its Corporate Purposes That Its Credit Will Allow, Unless Statutes Expressly Forbid. Statutes Frequently Fix The ,limit As To The Amount That May Be Borrowed, And In Such Case One Who Has Loaned Money ...

Power To En Ter
Power To En Ter Into Trade Combinations. In Re Gard To Pools Between Connecting Lines Of Railroads, Where A Division Of Earnings Is Made For Through Traf Fic, If The Rates Established Are Not Unreasonable, Such Transactions Have Been Considered Valid. But If They Are Established Between Competing Lines, And ...

Power To Enforce Ordi
Power To Enforce Ordi Nances By Fines Or Imprisonment. The Sanction, Or Penalty That May Be Inflicted To En Force An Ordinance, Is Limited By- Express Charter Stipu Lations, But Inasmuch As A Law Without A Sanction, Or Capability Of Inflicting Penalty, Would Be No Law At All, The City ...

Power To Form Partnerships
Power To Form Partnerships. The General Rule Is That A Corporation Has No Power To Form A Partnership Un Less Expressly Authorized; The Reason Being, That It Would Necessarily Give To Some One Outside Of The Cor Poration, As The Other Partners, A Power Of Manage Ment Over The Corporation, ...

Power To Form Unincorporated
Power To Form Unincorporated Trusts. The Original Form Of A Trust Combination Was For The Share Holders Of A Corporation To Place Their Shares In The Hands Of Trustees To Be Voted By Them And Receive From The Trustees, Trust Certificates Instead Of Their Shares; The Duties Of The Trustees, ...

Power To Hold And
Power To Hold And Acquire Real Property. At The Common Law, It Has Been Said, A Corporation Had The Power To Acquire Real Property To An Unlimited Extent, But In This Country It Is Generally Held That Corporations Have The Right To Purchase And Hold Only Such Real Property As ...

Power To Is Sue
Power To Is Sue Negotiable Instruments. When Ever It Is A Necessary Or Convenient Method Of Con Ducting Their Proper Business, Corporations, Through Agents Having Express Or Implied Authority To Bind The Corporation, Have The Power To Issue Any Form Of Ne Gotiable Instruments. But They Have No Power Un ...

Power To Is Sue_2
Power To Is Sue Accommodation Paper. There Is No Implied Power To Issue Or Indorse Negotiable Instru Ments For The Mere Accommodation Of An Outside Par Ty; But If It Is Done By A Corporation Having Authority To Issue Promissory Notes, A Bona-fide Purchaser With Out Knowledge Of The Fact ...

Power To Re Peal
Power To Re Peal And Forfeit. These Have Already Been Referred To Under Dissolution. This Power Is Extra Ordinary, And If It Is Not Reserved To The Legislature, It Cannot Repeal Any Charter ; If The Power To Repeal Is Reserved Without Qualification, It May Be Exercised At Any Time ...

Power To Take By
Power To Take By Devise. Corporations Were Expressly Excepted In The English Statute Of Wills, And Conse Quently Lands Could Not Be Devised To Them. But In This Country, In The Absence Of A Special Statute To The Contrary, They Are Capable Of Taking A Devise Of Land For Any ...

Powers In General Theo
Powers In General. Theo Ries Of Corporate Capacity. There Are Two General Theories Of Corporate Capacity, Though The One May Be Said To Be Rather An Exception To The Other Theory Than A Rule In And Of Itself. These Are: T. The Theory That A Corporation Has Only Special Capacity— ...

Powers Of Congress To
Powers Of Congress To Create Corporations. The Federal Constitution Neither Expressly Authorizes Or Forbids The Formation Of Corporations, But From The Time Of The Report Of Alexander Hamilton Upon The National Bank, And The Decision In Mccullough V. Maryland, (4 Wheat. 316) It Has Been Estab Lished That Congress Has, ...

Powers Of Territorial Legislatures
Powers Of Territorial Legislatures. The Power To Create Corporations Inheres In Such Bodies, Subject To The Control Of Congress. By Act Of Congress It Has Been Provided That Corporations Can Be Formed In The Territories Only Under General Laws, Which Are Also Subject To Repeal Or Amendment By The Territorial ...

Preferring Creditors
Preferring Creditors. Corporations, By The Great Weight Of Authority, Have The Same Right To Prefer A Creditor In Case Of Insolvency That An Individual Has. Where This Rule Applies, A Bona Fide Shareholding Creditor, Or A Creditor Who Is A Director In The Corporation May Be Preferred. In Some Of ...

Procedure To Enforce Ordinances
Procedure To Enforce Ordinances. There Are Two Methods Of Enforc Ing Ordinances; T. By Action Of Debt Or Assumpsit To Recover The Fine: In Such A Case The Action Is A Civil One, And The Procedure The Same As In Any Other Civil Action. This Method Of Enforcing An Ordinance ...

Proof Of City Ordinances
Proof Of City Ordinances. It Is Seldom Necessary To Prove The Municipal Charter As The Courts Take Judicial Notice Of It, But The Munici Pal Or City Ordinances Must Be Proved. They Are Strictly' Construed, And May Be Regarded As The Statute Law Of The City. Some States Provide That ...

Proof Of Or Ganization
Proof Of Or Ganization. Usually, Under General Laws, A Certi Fied Copy Of The Articles Of Association Filed With The Secretary Of State, Duly Certified By Him Under The Great Seal Of The State, Is Prima Facie Evidence Of The Exist Ence Of The Corporation ; But It Is Not ...

Public And Municipal Cor
Public And Municipal Cor Porations Distinguished. While Munici Pal Corporations Are Public, They Are Distinguishable From Other Pub/ic Corporations, To An Extent That Will Not Warrant The Terms, Municipa/, And Pub/ic Corpora Tion, Being Regarded As Synonymous. This Distinction Is Thus Explained By Professor Tiedeman : "the Municipal Corporation Is, ...

Public And Private Corpor
Public And Private Corpor Ations Distinguished. We Have Seen (ante, Sec. 1207) How Corporations Are Classified, And That The Fundamental Or Principal Division Of Cor Porations Is Into Public And Private. While The Prima Facie Distinction Between Public And Private Corporations Is That The Former Pertains To Public Affairs, And ...

Public Rights In The
Public Rights In The Streets And How Afffected. The Use Of The Streets As An Avenue Of Communication Is• Under The Absolute Control, In The First Instance, Of The State Legislature. And The Legislature Has Quite Generally Delegated Its Power Of Control To The Municipality. So That, A New Use ...

Purpose Of Capital Stock
Purpose Of Capital Stock. The Chief Purpose Of Requiring A Fixed Capital Stock Arises From The Fact That So Long As A Corporation Acts Within The Scope Of Its Corpo Rate Powers It Does Not Cast Any Liability Upon Its Offi Cers, Or Anyone Else, Since It Alone Becomes Responsi ...

Registration Of Transfer Of
Registration Of Transfer Of Shares. There Are Two The Ories As To The Necessity Of The Registration Of The Transfer Of Shares On The Books Of The Corporation ; One Is That The Legal Title Does Not Pass By The Deliv Ery Of The Certificate Duly Endorsed And Assigned, But ...

Remedy For Refusal To
Remedy For Refusal To Transfer. The Remedy For A Re Fusal May Be An Action To Recover The Value Of The Shares, As Damages ; The Value Usually Being That At The Time Of The Refusal ; But By Some Courts It Is The Value Ab The Time Of The ...

Reniedy For Wrongful Double
Reniedy For Wrongful Double Use Of A Street. The Remedies Which May Be Had For The Wrongful Sec Ond Taking Of The Public Streets And Putting Them To A Double Use, May Be: 1. An Indictment For A Nuisance. But This Is Seldom Resorted To, Unless Where A Railroad Company ...

Right Of Cor Poration
Right Of Cor Poration To Collect Subscriptions. In Almost Every State Except The New England States, Every Subscription To Stock In A Corporation, Unless Otherwise Stated, Is Considered As Including An Im Plied Promise To Pay For The Shares When The Corpo Ration Needs The Money ; The Subscription Being, ...

Right Of Creditor To
Right Of Creditor To Prevent Dissipation Of Funds. Though The Creditors Have No Right To In Terfere In The Corporate Management ; Yet They May, In Certain Cases, Bring Proceedings To Enjoin Threatened Acts Or Wrongs On The Part Of The Corporation, Which Would Have The Result To Destroy The ...

Right Of Of Ficer
Right Of Of Ficer To Deal With The Corporation. The General Rule In Reference To An Officer Dealing With The Corporation Is, That An Officer Cannot Rig-ht . Fully Represent Both Himself And The Corporation In Making A Contract With It ; And Any Such Contract Is Voidable By The ...

Right Of State To
Right Of State To Exclude Foreign Corpora Tion. Within The Limits As Stated In The Previous Sections, Any State Has A Legal Right To Exclude Any Cor Poration Organized In Another State, Except Such As Are Agents Of The National Government, For Any Reason, Or Without Any Reason. And After ...

Right To Cre Ate
Right To Cre Ate A Capital Stock A Franchise. The Riglit Or Power To Create, Increase, Or Decrease Capital Stock Is A Franchise Which Can Be Exercised Only Under The Authority, Of The Legislature. At The Time A Corporation Is Organized, However, It May Then Pro Vide For Both Common ...

Right To Incommerce
Right To In Commerce. While The General Rule, As Stated In The Preceding Section, Prevents A Foreign Cor Poration From Entering And Establishing A Place Of Business And Exercising Its Corporate Franchises In An Other State, Without Its Consent, Yet Any Corporation, Just As A Natural Person, Under The Federal ...

Right To Re Ceive
Right To Re Ceive Salary. The General Officers In Corpora Tions, Including The Directors, Are Supposed To Serve In Their Capacities As Such Without Compensation, And Hence After They Have So Acted, They Cannot, Without The Consent Of The Shareholders, Be Voted Salaries As Back-pay,—since This Would Constitute Giving Away ...

Right To Re Move
Right To Re Move Corporate Officers. There Is No Well-defined Power To Remove Elected Officers,—as Di Rectors, President, Etc.,—who Are Elected For Terms Fixed In The Charter, General Law Or By-law, Before The Term Has Expired. Such Provision May Be Made In The By-laws; And A Court Can, Upon Proper ...

Right To Share In
Right To Share In Increase Of Stock. Where The Corporation Has The Right To Increase Its Capital Stock, Each Shareholder Has A Right To Subscribe For Such Proportion Of The New Stock As His Holdings Are Of The Old Stock, In Preference To Outside Parties. ...

Right To Sue
Right To Sue. At Common Law A Corporation Has The Right To Sue Anywhere It Can Find The Defendant And Serve Him With Process. In This Country The States May Impose Restrictions, And Exclude Foreign Corporations From Sueing In The State Courts Except As To Matters Involving Inter-state Or Foreign ...

Right To Vote
Right To Vote. At Common Law Every Member Had A Right To One Vote On Every Proposition, And No More Than One Vote; That Is, They Did Not Vote According To The Shares Owned. L3ut Now, By Custom, By-law, Charter Or Statute, The Rule Is Almost Universally The Other Way, ...

Rights In The Corporate
Rights In The Corporate Name. When Lawfully Acquired, The Right To A Corporate Name Is A Franchise, And A Name So Acquired Is Protected As A Right In A Trade Mark ; Its Subsequent Appropriation By Anyone Else May Be Enjoined If The Use Or Appropriation Is To The Damage ...

Scope Of Chapter
Scope Of Chapter. In The Last Chapter The Special Powers Of The City, With The Limi Tations Upon Municipal Powers Were Considered. We Are Now To Consider The General Powers Of The City, By Which We Mean Those Powers Which The City Must Possess In Order To Exist, Its Essential ...

Sharehold Ers Right To
Sharehold Er's Right To Inspect Books. At Common Law A Shareholder Had The Right To Inspect The Corpo Rate Books Whenever There Was A Real Matter Of Contro Versy Between Him And The Corporation, Its Officers Or Shareholders, Which Made It Necessary To See The Books ; Now By Statute ...

Sharehold Ers Right To_2
Sharehold Er's Right To Sue For Moneys Due The Corporation. The General Rule Is That Share Holders Have No Right To Sue For Moneys Due The Cor Poration, The Corporation Itself Being The Proper Party To Maintain The Action. But In Some Cases There Would Be A Failure Of Justice ...

Some Pre Requisites To The
Some Pre-requisites To The Creation Of A Public Corporation. A Corporation Is Always To Be Distinguished From A Voluntary Association, Since Its Sole Right To Existence Is Derived From The State, Or Sovereign Power, Through The Legislature. Its Assumption Of An Artificial Form Or Entity Must Be Authorized By Law ...

Special Charter Powers As
Special Charter Powers As To Parks And Public Squares. One Of The Special Powers Usually' Conferred Upon A Munici Pality Is The Control Of Public Parks And Squares. The Object Of Their Establishment Is For The Health And Pleasure Of The Inhabitants. They Are A Matter Of Purely Local Concern, ...

State Consti Tutional Limitations
State Consti Tutional Limitations. The Most Usual Con Stitutional Limitation Is Tbat The Legislature Shall Pass "no Special Act Creating Corporations," Or "conferring Corporate Powers" And Requiring That They Shall Pro Vide By General Law For The Creation Of Corporations, And That All Such Laws Shall Be Subject To Amendment ...

Statutory Liability Of Officers
Statutory Liability Of Officers. In Many Of The States, Where Officers Fail To Make Certain Required Re Ports, Or Make False Ones, Or Incur Debts In Excess Of A Certain Amount, They Are Made Liable For The Debts Of The Corporation ; In Such Cases The Statutory Method Of Recovery, ...

Suits Against Corporations
Suits Against Corporations. For The Purposes Of Being Sued In The United States Courts, As Well As Bringing Suits, A Corporation Is Conclusively Presumed To Be A Citizen Of The State, And An Inhabitant Of The District, In Which It Is Incorporated. Alien Corporations, That Is, Such As Are Formed ...

Tests Of Corporate Exist
Tests Of Corporate Exist Ence. In Many Cases It Is Difficult To Determine Whether A Particular Institution Is A Corporation Or Not. The Following Tests Have Been Suggested :—(a) In A Corporation The Individuals Composing The Corporate Body Are Merged Into One Separate And Distinct Arti Ficial Entity Or Personality. ...

The Association Its Neces
The Association Its Neces Sity And Nature. It Follows From The Fact That Corporations Aggregate Being Composed Of More Than One Person, None Of Whom Are Obliged To Accept Membership In Such An Organization, That Some Asso Ciation Or Agreement Of A Contractual Character Pre Cedes, Accompanies Or Results From ...

The Corporate Life And
The Corporate Life And Mean Ing Of Perpetual Succession. In The Ab Sence Of Any Provision To The Contrary, The Duration Of A Corporation Is, Or May Be, Perpetual. It Is Usual By Constitutional Or Statutory Provision To Fix A Limit To The Corporate Life. Some Statutes Require A Limit ...

The Corporation And Its
The Corporation And Its Promoters. The Promoters Owe To The Corporation The General Duty To Take No Advantage Of It. Hence If The Promoters, While Engaged In The Promotion Of The Company, Buy Property For The Corporation, They Must Let The Corpo Ration Have It At The Price Paid By ...

The Corporation And Its_2
The Corporation And Its There Are A Number Of Theories As To The Relation Existing Between The Corporation And Its Officers. These Are: 1. That The Officers, Including Directors, Are Merely Agents Of The Corporation Or Shareholders. This Theory Is Not Quite Correct, Since The Directors Have The Power, When ...

The Corporation And Its_3
The Corporation And Its Shareholders. It Is The Right Of The Corporation Not To Have Its Existence De Nied Or Questioned By Its Shareholders. So That The Shareholders, Under Some Circumstances, Will Be Un Able To Prevent The Corporation From,—issuing Pre Ferred Stock ; Regulating Transfers; Carrying On The Enterprise ...

The Fact Of Dedication
The Fact Of Dedication May Be Established In Three Ways. Evidence Or Proof Of Dedication May Be Secured In Three Ways: 1. By A Recorded Plat, Making Reference Thereon, To Streets And Squares. This Is The Most Common Way, And Will Amount To A Dedication Of These Squares And Streets ...

The General Welfare Clause
The General Welfare Clause And Rules Of Interpretation. By The General Welfare Clause In A City's Charter Is Meant The Power Conveyed In General Terms To Provide For The Welfare Of The Local Community. The General Interpretation Of This Clause Depends Upon The Terms And Character Of The City Charter. ...

The Govern Ing Body
The Govern Ing Body In The County Is The Board Of County Commissioners. The Govern Ing Body Representing The County Consists Of A Board Of Elective Officers Usually Designated As The Board Of County Commissioners, Or Supervisors, And In Some States Called Auditing Board. This Board Has Legislative, Executive And ...

The Of Eminentdomain
The Of Eminent Domain. Corporations, Like Natural Persons, Are Subject To The Power Of The State To Take Any Of Their Property Or Their Franchises, For Public Purposes, Upon Making Due Compensation. The General Rule Is, However, That Property Already De Voted To A Public Use Cannot Be Taken For ...

The Po Lice Power
The Po Lice Power. Corporations Are Subject To The Police Power Of The State The Same As Individuals. So, Although They May Have Been Chartered For The Ex Press Purpose Of Carrying On A Lottery, Or Manufactur Ing Liquors, Yet Subsequent Legislation May Forbid Such Acts, Without Infringing The Constitutional ...

The Power To Hold
The Power To Hold Corpor Ate Meetings. Another General Power Con Ferred On Municipality, Is The Power To Hold Cor Porate Meetings. This Meeting Of The Corporation Is One Of Its Most Important Functions. These Meet Ings Are Of Two Kinds : I. The New England Town Meeting, Or Democratic ...

The Power
The Power. The State's Powcr To Tax Corpora Tions Is The Same As In The Case Of Individuals. The Corporate Elements Of Taxation Are: 1. The Primary Franchise. 2. Secondary Franchises. 3. Its Property-, Real Or Personal, Tangible Or Intangible. 4. Its Capi Tal Stock, Authorized, Subscribed Or Paid In. ...

The Promoters Functions Promoters
The Promoter's Functions Promoters Defined And Classified. A Promoter Is A Person, Who, By Whatever Name He May Be Designated Sets The Machinery In Motion, Procures The Subscriptions, Directs The End, Looks After The Or Ganization, Prepares The Prospectus, And Negotiates The Agreements Necessary To The Formation And Crea Tion ...

The Right To A
The Right To A Corporate Name—how Obtained. The First General Power Or Right Usually Granted Or Conceded To A City Is That Of A Corporate Name, Under Which Rights May Be Acquired And Obligations Imposed. Being An In Tangible Entity It Requires A Name By Which To Be Known More ...

The Right To Have
The Right To Have A Seal. At Common Law It Was The General Rule That A Corporation Could Contract Only Under Its Corporate Seal. But The Rule Is Now Other Wise, And A Corporation Is Not Required To Contract Under Its Corporate Seal In Any Other Case Than An Individual ...

The State And Foreign
The State And Foreign Cor Porations Right Of The Foreign Cor Poration In A State. Strictly Speaking The States Of The Union Are Foreign To Each Other As Re Gards Most Niatters Relating To Corporation Laws. \vhile The Ownership Of Property, So Long As It Is Legal, In Any State, ...

The State And Its
The State And Its Own Cor Porations And Control By The Courts. The State In The Control Of Corporations Created By It, Through The Courts, Has Five Special Methods Avail Able, Which Existed At Common Law, But Are Also Usu Ally Authorized By,' Statute. These Are: 1. Quo Warranto, Or ...

The State And National
The State And National Cor Porations. National Corpora Tions Are Not To Be Regarded As Foreign Corporations In Any State, Unless They Are Created To Operate In One Of The Territories Or In The District Of Columbia, In Which Case They Are Regarded Substantially The Same As If Created By ...

The States Means Of
The State's Means Of Con Trol. The State's General Meth Ods Of Controlling Corporations Are: I. By The Courts. 2. By Or Through The Legislature. 1. By The Courts. The State By Permitting Ac Tions At Law And Suits In Equity, Exercises General Control Over Corporations As Over Other Persons. ...

The States Power To
The State's Power To Control By Mandamus. Mandamus Is A Prerogative Writ Which May Be Issued To Compel The Performance Of A Duty. Whenever A Specific And Determined Legal Duty Is Imposed Upon A Private Corporation, Expressly Or Impliedly, By Stat Ute, Charter Or Common Law, And There Is No ...

The States
The State's Functions— Power To Create. The Power To Create A Cur Poration Is An Incident Of Sovereignty, And So Does Not Have To Be Conferred By Constitutional Provision. And This Sovereign Consent Is Essential, No Other Power Can Rightfully Create A Corporation. None But The Sov Ereign Authority Can ...