Pleadings-(Continued). statements before justices of the peace. § 7623. pleading in actions on by-laws. § 7624. declarations against corporations for improper or abusive exercise of statutory corporations plead and answer, how. § 7626. non-joinder of corporation plaintiff pleadable in abatement. § 7627. corporation may plead to the jurisdiction by attorney. § 7628. stage of proceedings at which it may so plead. § 7629. plea of the dissolution of the corporation. § 7630. plea of non est factum by a corporation. § 7631. verification of pleadings by corporations. § 7632. allegation of citizenship of corporations for purposes of Federal jurisdiction. 3. Miscellaneous. In quo warranto proceedings. See QUO WARRANTO. in action by corporation for assessments. §§ 1823-1835. questions of in actions to charge stockholders. §§ 3625-3645. questions of in creditors' suit. §§ 3526-3533. estoppel to plead ultra vires. §§ 6015-6024. Pleas. See PLEADINGS. of dissolution of corporation. § 7630. of non est factum by a corporation. § 7632. Pledgee. See PLEDGES. of shares, remedies of. § § 2656. Pledges. See MORTGAGES; SHARES. 1. Of shares, nature and incidents of the contract. nature of a pledge: delivery essential. § 2615. distinction between a pledge and a mortgage of shares. § 2616. mortgage of shares with possession retained by mortgagor. § 2617. title how vested after a pledge. § 2619. sense in which an equitable title passes to the pledgee. § 2620. notice to the corporation not necessary to a valid pledge. § 2621. pledge of corporate stock must be in writing. § 2622. absolute transfer may be shown by parol to be a pledge. § 2623. incidental rights of the pledgee. § 2624. effect of pledge upon lien of corporation. § 2626. construction of particular agreements of pledge. § 2627. illustration of an instrument held to be neither a pledge nor a mortgage. §2628. status of the pledgee where the debt has been paid. 2629. 2. Validity as against third parties. assignment in pledge without delivery not good against creditors without notice. § 2633. rights of attaching creditors of pledgor. § 2634. Pledges-(Continued). illustration of an attempted pledge by a writing not good against a judgment creditor. § 2635. power of a pledgee to pass title to innocent purchaser. § 2636. purchasers with notice take subject to rights of pledgor. § 2637. what imports notice: addition of the word "trustee." § 2638. lis pendens. § 2639. 3. Returning the identical certificate. a right to shares is not a right to certificates of a particular number. § 2642. illustration: pledgee returning similar shares, though not the identical certifi- analogous holdings as to the identity of shares. § 2646. distinction between shares of stock pledged to secure a debt and fungibles in rule not applicable to the case of shares of different values or kinds. § 2648. custom to re-hypothecate or otherwise use the pledge. § 2650. doctrine that pledgee bound to return identical certificate. § 2651. grounds of these conflicting theories. § 2652. pledgee no right to sell before maturity. § 2653. 4. Enforcing the contract. ordinary remedies of pledgee. § 2656. his right of action. § 2657. effect of the statute of limitations. § 2658. right of pledgee to sell stocks or bonds. § 2659. whether the pledgee bound to sell. § 2660. pledgee bound to use diligence in realizing upon the security. § 2661. must not sell more than necessary to pay debt. § 2662. whether a mortgagee is bound to see to enforcing contract of sale. § 2663. when the pledgee must collect and not sell. § 2664. interpretation of express powers of sale. § 2665. express authority as to sale excludes implied authority. § 2666. effect of authority to sell at board of brokers. § 2667. notice and mode of sale. § 2668. doctrine that where the pledgee purchases the pledge at his own sale there can be no conversion. § 2669. power to sell without notice not a power to sell without demand. § 2670. custom of selling at private sale without notice void. § 2671. this right to notice may be waived by contract. § 2672. notice to redeem not necessary where time of payment fixed. § 2673. circumstances dispensing with special notice. § 2674. pledgor cannot require sale to take place at any particular time. § 2675. rights of the parties in the case of a sale of the pledge pending an appeal and before reversal. § 2676. pledgee cannot purchase at his own sale. § 2677. equitable relief in such case to pledgor. § 2678. Pledges-(Continued). pledgee can purchase at a judicial sale. § 2679. sale of the securities under a decree of court. § 2680. 5. Action by pledgor for conversion. tender of amount by pledgor not necessary to action. § 2684. but pledgee may recoup such indebtedness. § 2685. pledgee may show that the transfers were fictitious. § 2686. pleading precedent of a good count in trover for a share certificate. § 2687. measure of damages in such cases. § 2689. Police power. Exercise of over corporations. general statement. § 5470. nature and extent of the police power. § 5471. in respect of the police power corporations stand on the same footing as indi- the police power extends to the reasonable regulation of corporations. § 5473. and to compelling the performance of their public duties. § 5476. illustrations of unreasonable police regulations of corporations. § 5479. exercised within wide limits of legislative discretion. § 5480. this power not in conflict with the exclusive power of Congress to regulate inter. restricting or prohibiting the manufacture and sale of intoxicating liquors. § 5482. punishing the sale of adulterated foods and drinks. § 5483. regulation of water supply in cities. § 5484. prescribing fire limits in cities. § 5485. control of cemeteries. § 5486. excluding cattle infected with contagious diseases. § 5487. suppression of gambling, lotteries, etc. § 5488. abrogation of lottery franchises. § 5489. employment of women and children, and limiting hours of labor in factories. § 5490. regulation of contracts between employer and employé. § 5491. decisions overthrowing such statutes. § 5492. further of these decisions. § 5493. continued. § 5494. decisions affirming such statutes. § 5495. whether the legislature can exercise this power under a reserved power of alter- lsborers' lien laws. § 5497. regulations of corporations using agencies protected by United States patents. Police power-(Continued). requiring electric wires to be put underground. § 5499. compelling railway companies to fence their tracks. § 5504. compelling railway companies to establish or change highway crossings. § 5505. imposing precautions upon railway companies in the running of their trains. § 5511. controlling railway construction with a view to the public safety. § 5508. compelling railroad companies to submit claims to arbitration. § 5515. State and municipal regulation of street railways. § 5516. municipal ordinances requiring quarterly reports of street railways. § 5517. compelling change of motive power in street railroads. § 5518. inspection of turnpike roads. § 5519. compelling water-power company to erect a fishway. § 5520. regulating the use of wharves. § 5521. prohibiting the business of banking. § 5522. compelling insurance companies to report their condition, liabilities, etc. § 5523. regulating the business of life insurance. § 5524. Police relief. organization of society for. § 171. Political clubs. organization of. § 172. Pools. See TRUSTS. Power of attorney. See AGENTS; REGISTRATION, subd. 4; TransferS OF SHARES, subd. 15. entries in corporate books not admissible against directors. § 4606. Practice-(Continued). what knowledge imputable to directors. § 4607. ratification by a corporation not implied from an entry of fraudulent transactions 1. Matters of in actions by and against corporations. arbitration by corporations. § 7754. disqualification of a judge who is a member of a corporation litigant. § 7755. who may appeal from judgments against corporations. § 7760. of creditors, by insolvent corporation. §§ 6492–6507. See SHARES. Prescription. See CORPORATION; CREATION. President. 1. His powers. nature, election, and tenure of the office. § 4611. proof of his official character. § 4612. when his acts bind the corporation, and when not. § 4613. corporation not bound by his acts in manifest violation of his duty. § 4614. nor where he is acting for a third person. § 4615. nor where he is acting for himself personally. § 4616. two opposing theories with reference to his implied powers. § 4617. view which ascribes to him the powers of general agent for ordinary business. view which makes his powers special and limited. § 4619. this view applied to the presidents of banking corporations. § 4620. what he can do under the rule which ascribes to him the powers of an ordinary what he cannot do. § 4622. grounds on which persons dealing with corporations protected. § 4623. his authority provable by parol. § 4624. his personal liability for breach of warranty of agency. § 4625. larger powers inferable from usage, custom, or habit of acting. § 4626. his powers when also general manager. § 4627. effect of by-laws or other private instruments restraining his powers. § 4628. his power touching the prosecution and defense of suits. § 4629. cannot confess a judgment against the corporation. § 4630. his power to revive debts barred by limitation. § 4631. his power to alien corporate property. § 4632. may acquire such power by express authorization or by usage. § 4633. but directors can confer this power. § 4635. |