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Jurisdiction-(Continued).

what appearance not deemed such a waiver. § 7556.

admits that it is sued by the right name. § 7557.

what is a voluntary appearance for the purposes of the action. § 7558.

what is not an appearance. § 7559.

what is an authorized appearance by a corporation. § 7560.

waiving service and confessing judgment. § 7561.

Knowledge.

See NOTICE.

Laches.

See EQUITY; LIMITATIONS, STatute of.

equitable doctrine of. § 7842.

rights of bondholder lost by. § 276.

on part of preferred shareholders. § 2296.

Land.

See REAL PROPERTY.

damages for injuries to. § 6370.

powers of foreign corporations relating to. §§ 7913-7923.
Land improvement companies.

powers of, generally. § 5960.

Law of place.

See CONTRACTS; CONSTRUCTION.

Lawful purposes.

organization of corporation for. § 164.

Leases.

by railroad corporations. See CORPORATE

Leave to sue.

See RECEIVERS, subd. 15.

Legislative control.

See CONSTITUTIONAL RESTRAINTS; LEGISLATIVE POWER.

Legislative power.

See CHARTERS.

corporations created by. § 35.

to amend charters. § 67.

to regulate tolls. See TOLLS.

Lex loci rei situ.

See CONTRACTS; SITUS.

Liability.

of directors, generally. See DIRECTORS, subds. 9, 10.

of directors, for failure to file reports. §§ 4221-4236.

of directors, for making false reports. $$ 4240-4255.

statutory, of directors and officers to creditors. See DIRECTORS, subd. 13.

Libel.

See TORTS.

License taxes.

distinguished from licenses of occupations. § 8109.

Lien.

See TRANSFERS OF SHARES.

of corporation on its shares of stock. §§ 2317-2344.

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1. Limitation of actions by or on behalf of creditors of corporation — general principles.
preliminary statement. § 3766.

statutes of limitation applicable to penalties. § 3767.

statutes exonerating stockholders unless action brought against corporation
within a given time. § 3768.

in the case of notes which have been renewed. § 3769.

where the creditor sues to sequester unpaid balances. § 3770.

filing of general creditors' bill arrests the running of the statute as to creditors
subsequently joining. § 3771.

prescription under the code of Louisiana. § 3772.

delay and laches. § 3773.

presumption of payment from lapse of time. § 3774.

why a judicial call does not rebut this presumption of payment. § 3775.

2. When such statutes begin to run.

generally from the date of the call under which the action is brought. § 3779.

where the statute gives a joint action against the corporation and the stock-
holders. § 3780.

from the date of the appointment of a receiver. § 3781.

in case of a motion for execution under the Missouri statute. § 3782.

3. Limitation of actions against corporations.

corporations may acquire title by adverse possession. § 7837.

limitation of actions to forfeit charters. § 7838.

limitation of actions by creditors against trustees of corporations. § 7839.

part payment to take the case out of the statute. § 7840.

limitation of actions against foreign corporations. § 7841.

equitable doctrine of laches. § 7842.

limitations of actions against shareholders. §§ 1986-1999.
Liquidation.

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Locus penitentiæ.

where stock subscription is illegal. § 1183.
Lunatics.

See VOTING.

Majority.

See BONDHOLDERS; ELECTIONS; QUORUM.
Malicious acts.

See TORTS.

Malicious injuries.

by corporations, liability for. See TORTS, subd. 2.

Managers.

See DIRECTORS; OFFICERS.

Managing agent.

See AGENTS.

1. Appointment and powers of.

who regarded as a "managing agent." § 4846.

his appointment and tenure. § 4847.

powers ascribed to "managing director." § 4848.

general view of the scope of the powers of managing agents. § 4849.

his power to bind the corporation by acts done in the ordinary course of its
business. § 4850.

his powers touching negotiable paper. § 4851.

cannot clothe sub-agents with power to make commercial paper. § 4852.

powers of the "superintendent." § 4853.

may employ workmen. § 4854.

whether employ surgeons, etc., for wounded employés. § 4855.

make assignments for creditors. § 4856.

powers touching litigation. § 4857.

powers of managers of particular kinds of corporations. § 4858.

is liable to the company. § 4859.

his powers when also president. § 4860.

his powers in respect of taxation. § 4861.

Mandamus.

See REMEDIES.

1. Against corporations.

mandamus against corporations to compel performance of public duties. § 7826,
when not issued to compel the performance of public duties. § 7827.
doctrine that the public duty must be enjoined by statute. § 7828.

does not lie to compel the performance of discretionary acts. § 7829.

who apply for the writ: plaintiff in the action. § 7830.

against corporation in corporate name. § 7831.

corporation may appeal where the writ runs against its officers. § 7832.

2. Miscellaneous.

to compel holding of corporate election. §700.

to restore member of corporation. § 904.

to compel admission of member. § 905.

to reinstate members of corporation. §§ 4398, 4399.

to reinstate officer of corporation. § 829.

to compel inspection of books of foreign corporation. §§ 4430-4433.

Mandamus-(Continued).

against corporate officers at relation of member. § 4448.
to compel transfers of shares. § 2445.

practice in proceedings by to remove officer. §§ 830-840.
Manufacturing companies.

powers of generally. §§ 5961-5963.

Married women.

See MEMBERS; PARTIES; SUBSCRIPTIONS.

Masonic buildings.

organization of company for erection of. § 166.
Mechanics' liens.

See REMEDIES.

may be enforced by corporations. § 7759.

Meetings.

See CORPORATIONS, subd. 10.

corporate meetings, where held. §§ 686-697.

for election of board of directors. § 3861, et seq.
Members, expulsion of.

See MEMBERSHIP.

1. Power to expel, and grounds of expulsion.

preliminary observations: distinctions. § 846.

power of expulsion incident to corporation. § 847.

this power exercised by the corporation, not by the directors. § 848.

by-laws authorizing the expulsion of members. § 849.

illustrations of good and bad by-laws providing for the expulsion of members.
§ 850.

validity of by-laws providing for expulsion for the non-fulfillment of commercial
contracts. § 851.

by-law prohibiting members from gathering in public places to buy and sell
"futures" outside of the exchange room.
§ 852.

by-laws when not enforceable by forfeiture of membership. § 853.

grounds of expulsion at common law: Bagg's case. § 854.

further of Bagg's case: how and by whom and in what manner disfranchised.
§ 855.

grounds of disfranchisement under rule of Lord Mansfield. § 856.

cases within these principles. § 857.

cases not within these principles. § 858.

expulsion for imfamous crimes: whether a previous conviction necessary. § 859.

offenses against the member's duty as a corporator. § 860.

acts injurious to the society or to its reputation. § 861.

illustrations: "conduct injurious to the character and interests of the club."

§ 862.

frauds upon the society. § 863.

expulsion from merchants' exchange for dishonest conduct. § 864.

suspension for bankruptcy or insolvency. § 865.

contempt against corporate officer. § 866.

criticising the management. § 867.

offenses against other members. § 868.

refusal to submit to arbitration or to comply with award. § 869.

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"negligence, misconduct in office, or any other reasonable causes."
expulsion of members of incorporated medical societies. § 873.

§ 872.

members of trades union working for parties against whom a strike had been

ordered. § 874.

enlisting in the volunteer army in time of war. § 875.

trial under an act of the legislature passed subsequently to the offense. § 876.
validity of by-laws providing for. § 4393.

2. Corporate proceedings to expel.

must proceed upon notice, inquiry and hearing. § 881,

what this principle includes. § 882.

right to notice exists, although the evidence against the accused may be very
cogent. § 883.

instances showing the right to notice. § 884.

analogous principle that a public officer is not removable without notice. § 885.
denying the privilege of cross-examination. § 886.

right to an opportunity to be heard on an ecclesiastical appeal. § 8$7.
expulsion after an acquittal and without a second trial. § SSS.

expulsion after first trial which is a nullity. § 889.

when second notice not necessary. § 890.

incidents of the notice and its service. § 891.

effect of change of residence in connection with by-law requiring members to
notify their residence to the society. § 892.

of the corporate tribunal and its constitution. § 893.

illustrations: expulsion by a two-thirds vote. § 894.

jurisdiction of standing committee of brokers' board. § 895.

illustration. § 896.

of the trial and the evidence. § 897.

necessity of a sentence of expulsion. § 898.

right of appeal. § 899.

3. Judicial proceedings to reinstate.

mandamus to restore member. § 904.

mandamus to compel corporation to admit a member. § 905.

the return. § 906.

practice under the writ. § 907.

visitorial powers exercised by the courts. § 908.

remedy by injunction. § 909.

injunction in case of unincorporated societies. § 910.

injunction in case of religious societies. § 911.

member must first exhaust his remedy within the society. § 912.

injunction not granted to restrain proceedings before corporate judicatories.
§ 913.

principles on which courts proceed. § 914.

further of this subject. § 915.

contract to exercise judgment bona fide. § 916.

another statement of the principle: corporation not permitted to exercise trust

corruptly. § 917.

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