Cyclopedia of the Law of Private Corporations, المجلد 3

الغلاف الأمامي
 

ما يقوله الناس - كتابة مراجعة

لم نعثر على أي مراجعات في الأماكن المعتادة.

المحتوى

As dependent on purpose
2240
Power as exhausted by executing one mortgage
2242
Limitations as to amount
2243
Mortgages to secure debts of officers or stockholders
2244
Afteracquired propertyGeneral rules
2245
Future earnings or income
2248
1281 Katification by legislature
2249
Appurtenances
2252
Franchises
2253
General words as covering all the property
2254
Property not used for corporate purposes
2256
Rolling stock
2257
Afteracquired propertyGeneral rules
2259
Sufficiency of description
2260
Real property in general
2261
Portions of line of railroad afterwards constructed or acquired
2264
Personal property in general
2265
Contracts
2268
Property acquired by successor in interest
2269
When lien commences
2270
WHO MAY EXECUTE OR AUTHORIZE 1299 Board of directors and other officers
2274
Necessity for consent of stockholders
2275
FORM CONTENTS EXECUTION VALIDITY ETC 1302 Form and formal requisitesIn general
2279
Mortgage or deed of trust
2281
ContentsIn general
2282
Authority to make mortgage
2284
Application of proceeds
2285
Change of possession
2288
1310 Place of execution
2289
Delivery and acceptance
2290
ValidityIn general
2291
1316 Effect of partial invalidity
2292
1318 What law governs
2293
Debts secured
2294
1321 Rights and liabilities of parties
2295
Lien
2298
General rules
2299
Suit to forecloseGeneral rules
2301
Necessity for refusal of trustee to sue
2303
Joinder of all bondholders
2304
Action against trustees
2305
Actions against mortgagor or third persons
2306
1331 Injunction suits
2307
Filling vacancies
2308
Removal disqualification and resignation
2309
Nature of officeGeneral rules
2311
Trustee as bound by majority of bondholders
2312
PowersIn general
2313
Sales change or compromise of security
2314
1341 Taking possession
2315
Power to conduct the business
2317
Power to sue
2319
DutiesGeneral rules
2321
Application of proceeds
2323
1349 Personal liabilityIn general
2324
1350 Acts of cotrustees
2325
Use of bonds proceeds or other moneys
2326
Where in possession of mortgaged premises
2327
Parties to actions
2328
Compensation and reimbursement
2329
FORECLOSURE BY SUIT 1357 General rules
2330
Strict foreclosure
2332
Remedy as barred or limited by provisions of mortgage
2333
Necessity for and sufficiency of request of bondholders to sue
2335
Injunction against foreclosure
2336
Default in payments
2337
Waiver of default
2341
JurisdictionIn general
2342
Of federal courts
2343
Concurrent jurisdiction
2345
PartiesScope of treatment
2346
Defendant or defendants
2347
1373 InterventionGeneral rules
2350
Stockholders
2355
Creditors other than bondholders and other third persons
2357
DefensesIn general
2359
Want or failure of consideration
2360
Irregularities connected with execution of mortgage
2361
Matters relating to default in payment
2363
Set off and counterclaim
2364
DecreeGeneral rules
2366
Where principal not due
2367
Provisions as to sale
2369
Ordering sale as entirety and without right of redemption
2372
Giving time to pay
2374
Reservation of questions as to priorities and rights of parties
2375
1391 Including attorneys fees
2376
Effect as res judicata or bar
2377
Amendment or modification
2378
Vacating or setting aside
2379
SaleIn general
2380
Who may purchase
2381
Bids
2384
Postponement of sale
2385
1401 Reopening sale
2386
Setting sale aside
2387
Title rights and liabilities of purchaserIn general
2389
Liability for debts and claims
2390
Claims imposed by decree
2391
Duties of purchaser
2394
Statutory liability
2396
Title and rights of purchaser
2397
Franchises as included
2399
1411 Suits by purchaser
2401
Application of proceedsGeneral rules
2403
1415 As between bondholders
2405
1416 Where bonds are pledged
2407
Priorities between bonds of same issue
2408
Priorities between different mortgages and bond issuesIn general
2409
In case of overissue
2411
What constitutes lien
2413
Where old bonds exchanged for new
2414
Mechanics Hens
2428
CHAPTER 35
2434
Abbreviations
2440
Necessity for signature of corporate name
2454
Particular officer who must sign
2456
Subscribing witnesses
2457
Proper officer to sign
2458
Where title of office not added
2460
1471 Contracts made in name of other person
2461
NEGOTIABLE PAPER 1472 General rules
2462
Effect of use of word I or we
2465
Signature with name of corporation followed by per by or the like
2466
Name of corporation only in signature after name of officer
2470
Signature with name of corporation followed by name of officer and title of office
2472
1478 Promise that of corporation
2475
Promise in name of officers as officers
2476
Signature for named corporation with name and title added
2478
Use of word as
2479
Effect of corporate seal on paper
2480
Effect of directions to charge to corporation
2481
Paper as payable to corporation
2483
ACKNOWLEDGMENTS 1487 General considerations
2484
Who may takeStockholder
2486
Officer or agent
2488
Mode of taking and contents
2489
PAROL EVIDENCE 1492 In general
2493
Illustrative decisions
2495
As against third persons
2497
CHAPTER 36
2498
Taxation distinguished
2499
Existence of right or power
2505
What constitutes
2531
Property which may be taken
2550
Compensation
2560
CHAPTER 37
2566
Distinguished from acts beyond powers of particular officers
2574
Nature of corporation as material
2581
Stockholders
2587
Creditors
2593
Application of rulesPurchase of properly
2596
Majority rule in state courtsIn general
2609
CONTRACTS FULLY EXECUTED ON BOTH SIDES
2631
CONTRACTS PARTLY EXECUTED ON BOTH SIDES
2655
TO CONTRACTS APPARENTLY WITHIN POWERS OF CORPORATION
2662
Application of rule to negotiable instrumentsIn general
2669
Indorsement of negotiable paper 216
2672
X
2677
NDER ULTRA VIRES CONTRACT
2682
Accounting in equity
2690
Right to recover property in case of ultra vires lease or sale
2692
CHAPTER 38
2693
Distinguished from ultra vires contracts
2694
1612 Kinds of illegal contractsIn general
2695
Effect in general of illegal contracts
2697
1617 Prohibition merely declaratory of commonlaw doctrine of ultra vires
2700
Lending money discounting and taking securities
2701
Loans to officers
2703
1621 Limitation of indebtedness
2704
Penalty pointed out by the statute
2707
Relief of party from illegal contractIn general
2708
Contracts malum in se
2709
Contracts fully executed
2710
Locus poenitentiae
2711
What law governs
2712
CHAPTER 39
2713
Necessity for and duty to hold meetings
2715
Calling of meetings
2716
Remedies on refusal to call meetings
2720
Time of holding meetings
2722
Place of holding meetingsIn general
2724
Meetings held without the state
2726
Corporations existing under laws of several states
2732
CONDUCT OF MEETINGS AND ELECTIONS
2751
Presiding officer
2758
Determination of eligibility of voters
2765
Supervision of elections
2865
CHAPTER 40
2871
Motives and intention
2880
1710 Statutory provisions
2883
1711 As dependent upon purposeIn general
2889
Purposes of personal profit
2895
SI718 Trustees
2905
CHAPTER 41
2913
Powers as individuals
2922
Effect of statutes or charter provisions
2930
CHAPTER 42
2936
remedies to determine title to oftice Page
2938
Power to delegate authority vested exclusively in themselves 3148
2941
Necessity for directors and other officers
2952
Number of directors
2953
Agents of subsidiary corporation as agents of principal corporation
2955
Validity of agreements relating to corporate officesIn general
2956
Agreements abdicating or limiting powers or discretion of directors or other officers
2957
Proof of official position
2959
Original directors
2960
In case of vacancy in board of directors
2962
Time and modeIn general
2963
In case of election or appointment by directors
2967
Validity of agreement to appoint person as officer
2969
Presumptions in favor of title to office
2971
General rules
2972
Power to make bylaws as to eligibility
2973
Nominal stockholder or holder of legal title without beneficial own ership
2975
Necessity for making certain payments on stock
2977
Transfer of stock not registered
2978
Effect of bankruptcy
2979
Married women
2980
Disqualification as defense to liability for acts done or omitted
2981
ACCEPTANCE OF OFFICE BOND AND OATH OF OFFICE 1785 Acceptance of office
2982
BondsGeneral considerations
2983
Negligence of obligee or officers as defense
2989
General rules
2996
RESIGNATION
3002
1821 Who may sue
3013
1825 General considerations
3018
Mandamus
3019
1828 Jurisdiction in equityGeneral rule
3020
Exceptions to rule
3022
Relief granted and matters which may be determined
3025
Collateral attack
3026
DE FACTO OFFICERS 1833 General considerations
3027
Definition
3028
To what officers applicableNecessity for color of title
3029
Officers holding over
3031
Irregularities connected with election
3032
Persons not eligible or who become disqualified
3033
Persons who have failed to take oath or give bond
3034
Powers and rights of de facto officersIn genera
3035
Acts in favor of de facto officers themselves as invalid
3036
Right to sue former officers and directors
3037
De facto rule not applicable in case of direct attack
3038
Acts as binding in favor of third personsGeneral rules
3039
Reason for rule
3040
Exception where person dealing with officers not misled
3041
Effect of acts as between corporation and its stockholders
3042
1851 Collateral attack by third persons
3043
General considerations
3044
Effect of consent of all of directors
3048
Exception where custom or usage to the contrary
3049
Exception where directors own all the stock
3050
1861 Regular or special meetings
3051
Adjournments
3052
Place of meetingWithin the state
3053
Outside the state
3054
Calling of meetings
3057
Necessity for notice of meetingsRegular meetings
3058
Exception where majority who are present own all of stock
3063
Number necessary to decide
3074
Estoppel against innocent third persons
3081
Payment of or collateral for private debts of officers or third per
3098
Effect of consent of directors to acts beyond powers of officers or agents
3099
1917 Ostensible authority as defined by statute
3105
Estoppel not the only ground for holding corporation liable
3108
Acts not within knowledge of corporation as creating apparent authority
3111
As affected by secret instructions or prohibitions
3113
Necessity for knowledge of and reliance on former acts by other party to contract
3114
Reliance solely on representations of officer or agent
3116
Actual notice
3119
Constructive notice
3120
Notice from individual or adverse interest of officer or agent
3122
Notice of extrinsic facts making act improper in particular case
3125
1931 Bylaws as notice
3126
Constructive notice of powers of officers or agents by members or other officers of corporation
3128
Power to execute commercial paperIn general
3129
Power to mortgage
3130
Power to employ physicians and surgeonsIn general
3131
Powers of subordinate agents or employeesIn general
3133
Powers of purchasing or selling agents
3136
Powers of general solicitor or counsel and of attorneys
3137
Presumptions and burden of proofIn general
3138
Presumptions from seal
3140
Question of power as one of law or fact
3141
Who may urge want of powerIn general
3142
Third persons
3143
Officer or agent who performs act
3144
Power to delegate entire control
3148
Power to delegate particular authority specially conferred on
3150
Necessity for formal vote to delegate authority
3151
Delegation of authority by officers and agents other than directors
3152
POWERS OF DIRECTORS
3154
1961 Genera rules
3158
1964 Acts in excess of corporate powers
3159
Power to elect officers employ agents or hire employeesIn general
3160
BorrWing money and executing notes or bonds therefor
3161
Purchases
3162
Transfer of choses in action
3163
1975 Assignments for benefit of creditors
3164
Issuance and sale of stock
3165
Guaranty
3166
1979 Dividends
3167
Preference of creditors
3168
1985 Filing voluntary proceeding in bankruptcy
3169
Calls or assessments on stockholders
3170
1991 Right to inspect corporate books and papers
3171
1994 Making altering or repealing bylaws
3172
Increase or reduction of capital stock
3173
1997 Reorganization reincorporation and consolidation
3174
1998 Sale or lease of entire property
3175
Dissolution or winding up of corporation
3177
POWERS OF EXECUTIVE COMMITTEE 2002 Genera considerations
3178
2003 Power not unrestricted
3179
Necessity for action as a whole quorum and vote of majority
3180
POWERS OF PRESIDENT 2006 General considerations
3181
Express authorityIn general
3182
Limitations on powers
3183
View that president has no greater power than any other director Statement of rule
3184
2011 Criticism of rule
3187
Illinois rule
3189
2014 California rule
3191
2016 Florida rule
3192
2018 Kansas rule
3193
Mississippi rule
3194
2024 Nevada rule
3195
2026 New York rule
3196
Virginia rule
3197
2030 Wisconsin rule
3198
2031 Powers as limited to acts in ordinary course of business
3199
2032 Inherent powers as dependent on nature of corporation
3201
2033 Apparent authority and powers as general managerIn general
3202
2034 Apparent authority
3204
Ratification of acts
3206
Employment of brokers or sales and purchasing agents
3209
2038 Negotiable paperIn general
3210
Express or apparent authority or where president is in effect gen
3213
2041 Borrowing
3219
Assignments
3226
Compromises and settlements
3235
Presumptibns
3249
Leases
3257
Confession of judgment
3258
2087 In general
3259
As general manager
3261
Negotiable paper
3262
Contracts of employment
3265
Borrowing money
3267
2095 Treasurer of savings bank
3268
Kinds of and classification
3270
eral manager 3213
3272
Powers in generalStatement of rule
3274
As dependent on whether corporation is a trading or nontrading corporation
3277
Effect of general provision placing control in board of directors
3278
2103 Length of contracts
3281
2104 Contracts of employmentIn general
3282
2105 Employment of superintendent or other general agent
3284
2107 Contracts for medical services
3286
For what length of time contracts of employment may be made
3288
Contract to pay injured employee certain sums for life
3290
2110 Borrowing money
3291
Negotiable paperIn general
3292
2112 Accommodation paper
3295
2114 PurchasesIn general
3296
Purchase of or subscriptions to stock of corporation
3298
2116 SalesGeneral rules
3299
2118 Real property
3301
2120 Gifts and dedications
3302
2122 Leases and contracts of hire
3305
Insurance
3306
2124 Gambling contracts
3307
Cashiers of corporations other thnn banks
3313
Purchase and sales of shares of stock or acceptance thereof in pay
3323
حقوق النشر

عبارات ومصطلحات مألوفة

مقاطع مشهورة

الصفحة 2708 - No court will lend its aid to a man, who founds his cause of action upon an immoral or illegal act. If, from the plaintiff's own stating or otherwise, the cause of action appears to arise ex turpi causa, or the transgression of a positive law of this country, there the court says he has no right to be assisted.
الصفحة 2561 - In this and similar cases the legislature alone can, and indeed frequently does, interpose, and compel the individual to acquiesce. But how does it interpose and compel ? Not by absolutely stripping the subject of his property in an arbitrary manner ; but by giving him a full indemnification and equivalent for the injury thereby sustained.
الصفحة 2504 - A prohibition simply upon the use of property for purposes that are declared, by valid legislation, to be injurious to the health, morals, or safety of the community, cannot, in any just sense, be deemed a taking or an appropriation of property for the public benefit.
الصفحة 2603 - A contract of a corporation, which is ultra vires, in the proper sense, that is to say, outside the object of its creation as defined in the law of its organization, and therefore beyond the powers conferred upon it by the Legislature, is not voidable only, but wholly void, and of no legal effect. The objection to the contract is, not merely that the corporation ought not to have made it, but that it could not make it.
الصفحة 2709 - ... own stating or otherwise, the cause of action appears to arise ex turpi causa, or the transgression of a positive law of this country, there the Court says he has no right to be assisted. It is upon that ground the Court goes; not for the sake of the defendant, but because they will not lend their aid to such a plaintiff. So if the plaintiff and defendant were to change sides, and the defendant was to bring his action against the plaintiff, the latter would then have the advantage of it; for...
الصفحة 2603 - A contract ultra vires being unlawful and void not because it is in itself immoral, but because the corporation, by the law of its creation, is incapable of making it, the courts, while refusing to maintain any action upon the unlawful contract, have always striven to do justice between the parties, so far as could be done consistently with adherence to law, by permitting property or money, parted with on the faith of the unlawful contract, to be recovered back, or compensation to be made for it.
الصفحة 2885 - Chapter provided, each stockholder, shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock held by...
الصفحة 2526 - Private property shall not be taken for private use, except for private ways of necessity, and for drains, flumes or ditches on or across the lands of others for agricultural, domestic or sanitary purposes.
الصفحة 2557 - ... if the government refrains from the absolute conversion of real property to the uses of the public it can destroy its value entirely, can inflict irreparable and permanent injury to any extent; can, in effect, subject it to total destruction without making any compensation, because, in the narrowest sense of that word, it is not taken for the public use.
الصفحة 2503 - We think it is a settled principle, growing out of the nature of well ordered civil society, that every holder of property, however absolute and unqualified may be his title, holds it under the implied liability that his use of it may be so regulated, that it shall not be injurious to the equal enjoyment of others having an equal right to the enjoyment of their property, nor injurious to the rights of the community.

معلومات المراجع