A Manual of Corporate Organization: Containing Information, Directions and Suggestions Relating to the Incorporation of Enterprises

الغلاف الأمامي
Ronald Press, 1908 - 388 من الصفحات
 

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المحتوى

3I Avoiding Fees and Taxation
47
STOCK AND STOCKHOLDERS
54
Form of Capitalization
60
Issued Stock
66
Preference as to Assets
72
Treasury Stock
84
General
92
Single Purpose
93
THE CHARTER
94
Illegal Purposes
95
Things Ultra Vires
96
General
97
Incorporators
101
Selection of Name
107
Classifications 99 Common Stock IOO Preferred Stock
114
Location and Duration of Corporation IoI Domestic and Foreign Corporations Io2 Selection of State Io3 Principal Office
117
Duration
118
The Board of Directors 105 Qualifications
120
IO6 Number
121
Authority
122
Power to Pass ByLaws 109 Classification
123
Ito Standing Committees
125
Special Provisions 1 II General
126
Usual Objects 113 Cumulative Voting
127
Classification of Stock
129
Corporate Stockholding II6 Limitations on Indebtedness
130
Limitations on Salaries
131
II8 Sundry Provisions
132
Execution and Filing of Charter 119 General
133
Signing and Acknowledgment 121 Filing
134
Certified Copies
136
Amendment of Charter 123 General 124 Subject Matter 125 Procedure
137
General considerations
139
Preliminary
146
Directors
157
Purpose
166
Officers
173
Dividends and Finance
181
ORGANIZATION OF CORPORATION
187
First Meeting of Directors
196
Issuance of Stock for Property
204
Cases in Point
216
Donation of Stock to Treasury
225
Legitimate Arrangements
231
SUNDRY CONSIDERATIONS
238
General 222 Distinctions
244
How Formed
245
Legal Status
246
Requisites Restriction of Stock Sales
248
Protection of Minority 227 General Rights of Minority at Common
249
Stock Control
261
Classification of Stock
263
Voting Trust
264
24I Cumulative Voting Specified Majorities
265
Limitation of Expenditures 244 Assignment of Patent to Trustee
266
Reservation of Royalties
267
Incorporating a Partnership General
268
Name
269
Capitalization
270
Exchange of Property for Stock
271
Stock Adjustments
272
25I Board of Directors
274
Maintenance of Agreed Management a By Voting Trust
275
b By Voting Requirements c By Classification of Stock
276
Officers
278
General
279
FORMS AND PRECEDENTS
290
Special Charters
297
ByLaw Forms
307
Underwriting Agreements
331
Subscription List Trustees 20 Subscription List Agreement with Promoters
344
Subscription List Preferred Stock with Bonus
346
Subscription Agreement Payable in Stock
347
Receipts for Stock Subscriptions Form 23 Trustees Receipt
349
Treasurers Receipt for Instalment Payment 25 Treasurers Receipt for Stock Subscription
350
Stock Scrip
351
Endorsement Form for Stock Scrip 28 Assignment of Subscription and Payments
352
Stock Certificates and Stock Books Form
354
Stock Certificate Common
355
Stock Certificate Preferred
356
Voting Trustees Certificate
358
Assignment of Voting Trustees Certificate
359
Assignment of Stock Certificate 34 Stock Transfer Book
360
Stock Book or Stock Ledger
361
First Meetings
364
Minutes Stockholders
365
Call and Waiver of Notice Stockholders
367
Proxy 39 Inspectors Oath and Report
368
Waiver of Notice of Assessment
369
Minutes Directors
370
Call and Waiver Directors 43 Secretarys Oath of Office
372
Proposal to Exchange Property for Stock
373
Assignment of Subscriptions
374
Option Agreements Form 46 Option on Capital Stock
375
Option on Business and Property
377
Option on Real Estate 49 Option on Corporate Plant and Business 50 Corporate Option Payment in Stock
381
Assignment of Option
385
Advantages
394
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الصفحة 328 - Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
الصفحة 253 - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
الصفحة 305 - ... may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of a successor.
الصفحة 306 - The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions...
الصفحة 309 - Board, and shall give bond for the faithful performance of his duties in such sum and with such sureties as may be required by the Board of Directors.
الصفحة 304 - V. The names and post-office addresses of the incorporators, and the number of shares of stock for which severally...
الصفحة 359 - For value received hereby sell, assign and transfer unto shares of the *capital stock represented by the within certificate and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the within named company with full power of substitution in the premises.
الصفحة 126 - The Certificate of Incorporation may also contain any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation, and any provisions creating, defining, limiting and regulating the powers of the corporation, the directors and the stockholders, or any class...
الصفحة 314 - The members of said board shall hold office for the term of one year and until their successors are elected and qualified.
الصفحة 301 - Any officers elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any other officer or employee of the company may be removed at any time by vote of the Board of Directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws or by vote of the Board of Directors.

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