Imágenes de páginas
PDF
EPUB

Notice-(Continued).

knowledge must reach the agent while acting for his principal. 8 5197.
illustrations of this principle. $ 5198.
cases denying this principle. $ 5199.
knowledge acquired in a previous transaction, but present in the mind of the

agent when acting in the particular transaction. § 5200.
notice before the agency has begun or after it has terminated. $ 5201.
notice communicated to the agent before the agency begun. $ 5202.
whether' corporation continues to be affected with knowledge of a fact com.

municated to a prior agent. $5203.
knowledge acquired by officers or agents in their own private affairs. $ 520+.
where the agent acts for himself and adversely to the corporation. § 5205.
where the officer is acting for himself in a transaction with the corporation,

8 5206.
illustrations in the case of conveyances, etc., to the corporation by its officers.

$ 5207.
illustrations in the case of notes discounted by banks for their officers. 8 5208.
facts which the officer is interested in concealing from the corporation. $ 5209.
constructive notice of private dealings between corporate officers and third per-

sons affecting the corporation. $ 5210.
further of this subject. § 5211.
notice to an officer who is also agent of the party giving the notice. $ 5212.
exception in the case of confidential communications. 8 5213.
where the person receiving the notice is a director in two corporations. $ 5214.
whether notice to one agent imputable to the corporation through another

agent. § 5215.
notice to an improper agent by him communicated to a proper agent. $ 5216.
rule where the officer agrees not to communicate the notice. $ 5217.
knowledge acquired through official relations imputable to agent in private

capacity. 8 5218.
effect of private knowledge of corporate officer. $ 5219.
when notice to a single director is notice to a corporation. § 5220.
notice to a single director not officially engaged. $ 5221.
when a single director is to be deemed "engaged in business" for the corpora-

tion for the purpose of receiving such notice. $ 5222.
existence of knowledge in a single director while sitting in the board. $ 5223.
facts which the director ought to know imputable to the corporation. $ 5224.
notice to the corporation in the case of frauds by single directors against third

persons. $ 5225.
knowledge of agent defrauding a third person. $ 5226.
knowledge acquired by the agent while acting with a third party ostensibly for

his principal, but really for himself. $ 5227.
notice to and knowledge of the president. § 5228.
notice to the cashier of a bank. & 5229.
knowledge of cashier who acts as member of discount committee. $ 5230.
notice to the treasurer. § 5231.
notice to various special agents. § 5232.
knowledge of a mere servant or clerk. 8 5233.
notice to a mere stockholder. $ 5234.

a

[ocr errors]

Notice—(Continued).

notice to a corporation of defects which it is bound to repair. $ 5235.
notice to a corporation taking negotiable paper. § 5236.
circumstances putting a corporation upon inquiry. $ 5237.
whether corporation had notice, a question of fact. 8 5238.
evidence of notice to corporate officers. § 5239.
other holdings relating to notice to corporations. $ 5140.

of sales of stock shares. $$ 1778-1779.
Novation.

See TRANSFERS OF SHARES.
Nuisance.

See INDICTMENT; TORTS.
Oath.

See ELECTIONS; VOTING.
Obligation

See DIRECTORS.

of directors as tiduciaries. See DIRECTORS, subd. 6.
Ofice.

contesting right to. See ELECTIONS, subd. 5.
Oficers.

See A MOTION; DIRECTORS; PRESIDENT.
of corporation, amotion of. 89 799–841.
directors of corporations are. 4253.

de facto, whether entitled to compensation. $ 4708.
Options.

See SHARES, subd. 14.
Oral subscriptions.

See SUBSCRIPTIONS.
Organization.

See CHARTERS.
1. Purposes for which incorporation permitted.

statutes authorizing the formation of corporations. § 132.
agricultural fairs. § 133.
alumni. $ 134.
avenues. & 135.
banks. & 136.
bar associations. $137.
breeding domestic animals. $138.
bridges. $ 139.
building and loan associations. $140.
building towns. § 141.
business purposes: mining, manufacturing, merchandising, etc. $ 142.
camp meetings. 8 143.
canals. $144.
cemeteries. & 145.
chambers of commerce: merchants' exchanges: boards of trade. § 146.
colleges. $147.
co-operative associations. $ 148.
cruelty to animals. 8 149.

Organization-(Continued).

cruelty to children. & 150.
detective associations. 8 151.
fencing land. § 152.
ferries. & 153.
fire companies. $ 154.
fire department relief. § 155.
gaslighting. $ 156.
guano: fertilizers. & 157.
guaranty: suretyship: indemnity: safe deposit. 158.
gymnastic purposes. $ 159.
health resorts: sanitariums: medicines, etc. $ 160.
horticulture. § 161.
hydraulic power. $ 162.
insurance. & 163.
lawful purposes. $164.
lodges: fraternities: societies. $ 165.
Masonic buildings. § 166.
mining: manufacturing, etc. $167.
navigation. $ 168.
patrons of husbandry. $ 169.
pipe lines. $ 170.
police relief. § 171.
political clubs. 8 172.
public libraries. 8 173.
railroads. & 174.
rafting: booming logs. $ 175.
religion: education: benevolence. $ 176.
savings banks. 177.
slack-water navigation. § 178.
soldiers' monuments. & 179.
sporting. § 180.
stage coaches. $ 181.
street railroads. § 182.
telegraphs: telephones. § 183.
tobacco warehouses. & 184.
toll roads: plank, gravel, macadamized, turnpike roads, etc. § 185.
training nurses.

$ 186.
tramways, elevated. § 187.
trust companies. $ 188.
union depots. 189.
water works. 8 190.
Indiana: enumeration of purposes for which corporations may be formed. 8 191.

Texas: enumeration of purposes for which corporations may be formed. 8 192.
2. Decisions construing particular statutes.

corporations for internal improvements. $ 200.
"lawful sporting purposes.'

." 8 201.
erection of buildings. $ 202.
industrial pursuits. § 203.

Organization (Continued).

"for any other purpose intended for mutual profit,” etc. $ 204.
“other lawful business." $ 205,
“beneficial or protective purposes.” § 206.
"manufacturing purposes." $ 207.
"works of public utility.” § 208.
“pecuniary profit. 8 209.

"loan, mortgage, security, guaranty, indemnity company," $ 210.
3. Steps necessary to perfect organization.

corporations may be organized under general laws. $ 215.
theory of the nature of a charter where the incorporation is under a general law.

§ 216.
w! life of corporation commences. $ 217.
distinctions between actions against the supposed corporation and actions against

the supposed corporator. $218.
necessity of articles or certificate of incorporation. $ 219.
corporate existence proved by user under an instrument of incorporation. $ 220.
defective certificate not prima facie evidence of incorporation. § 221.
distinction between user under special charter, and compliance with conditions

under general law. § 222.
originals evidence where statute prescribes copy. $ 223.
literal compliance with statute not necessary: substantial compliance sufficient

§ 224.
substantial compliance necessary. $225.
distinctions between conditions precedent and conditions directory. $ 226.
illustrations. $ 227.
defects in the articles or certificate which do not vitiate. & 228.
claiming more than the law allows. $ 229.
provision as to expulsion of members. $ 230.
specifying the objects of the association. $ 231.
illustrations. $232.
stating the place where the business of the corporation is to be carried on.

$ 233.
stating the manner of carrying on the business. $ 234.
provision as to manner of payment of stock. $235.
fatal defects not supplied by parol evidence. $236.
acknowledgment of articles. $ 237.
amendment of articles or certificate. $ 238.
filing, publishing, and recording articles. § 239.
filing copy with secretary of state, etc. $ 240.
illustrations. § 241.
recording in the wrong book. $ 242.
fraudulent and surreptitious recording. $ 243.
noncompliance with provisions directing publication of articles. $244.
provision as to assent and approbation of a judge. $ 245.
subscription of the whole amount of the capital stock. $ 246.
payment of a certain amount of the capital stock. $ 247.
certificate of treasury board, comptroller of currency, etc., conclusive. $ 248.
letters patent of incorporation conclusive evidence of corporate existence. $ 249.

Organization-(Continued).
4. Reorganization.

effect of renewal of charter. $255.
distinction between the revival of an old corporation and the creation of a new

one. 256.
franchise to be a corporation not the subject of a judicial sale. $ 257.
statutory provisions under which the reorganized company succeeds to the fran.

chises of the old. & 258.
further statutory provisions. $ 259.
these schemes of reorganization favored. $ 260.
effect of reorganization after mortgage foreclosure. 8 261.
special privileges of antecedent companies pass to new.

$ 262.
new corporations, when not liable for debts of old. & 263.
illustrations. & 264.
assets of old corporation liable for its debts in hands of new. § 265.
illustrations. § 266.
when new corporations liable for debts of old. & 267.
organization of new company does not neces

cessarily destroy old. § 268.
stockholders bound to take notice of plan of reorganization, and to signify their

assent within the prescribed time. $ 269.
members of stockholders' committee can not purchase at sale. $ 270.
but creditors may combine to purchase and reorganize. $ 271.
when minority of shareholders not bound by reorganization by majority. $ 272.
when minority of bondholders bound by reorganization by majority. $ 273.
reorganization under British and Canadian arrangement acts. § 274.
compromise arrangement must be substantially complied with. $ 275.
bondholder may lose his rights by laches. $ 276.
rights of holder of income bonds. 8 277.
effect of transforming a partnership into a corporation. $ 278.

abortive corporations reincorporated under a general law. $ 279.
Ouster.

See Quo WARRANTO.
Ownership.

of real property by corporation. See CORPORATE POWERs, subd. 5.
Parol contracts.

See CONTRACTS, subd. 7.
Parties.

See ACTIONS; STOCKHOLDERS, subd. 31.
1. To actions by stockholders plaintiff.

when a single stockholder may sue. 8 4564.
when not necessary to join all the stockholders by name. $ 4565.
but plaintiff must join the other stockholders or sue for them. $ 4566.
suit must be bona fide for those in like interest with plaintiff. $ 4567.
further of this subject. § 4568.
whether stockholder must have been such at the time of the grievances com.

plained of. $ 4569.
distinction between the Federal and State rule on this subject. $ 4570.
relation of the State rule to the rule against champerty and maintenance. $ 4571.
when the stockholders must sue on behalf of the creditors. $ 4572.

« AnteriorContinuar »