Transfers of stock. Overissue of stock. Purchase of stock by the corporation. Dividend. S404. A certificate of stock may be transferred like any other personal property; and a transfer on the books of the corporation is not necessary, between the parties to the transfer; but a certificate is not a negotiable instrument,' and a transfer does not confer greater rights against the corporation than the former holder of the stock possessed. 1 Bank of Utica v. Smalley, 2 Cow. 770; Commercial Bank v. Kortright, 22 Wend., 348; Gilbert v. Manchester Iron Co., 11 Wend., 627. * Dunn v. Commercial Bank, 11 Barb., 580; Stebbins v. Phoenix Fire Ins. Co., 3 Paige, 350; Mechanics' Bank . N. Y. & New Haven R. R. Co., 13 N. Y., 599; McCready v. Rumsey, 6 Duer, 574. $405. A corporation whose capital is limited by its charter, either in amount or in number of shares, cannot issue valid certificates in excess of the limit thus prescribed. Mechanics' Bank v. N. Y. & New Haven R. R. Co., 13 S406. Unless otherwise provided, a corporation may purchase, hold and transfer shares of its own stock. City Bank of Columbus v. Bruce, 17 N. Y., 507. But to the contrary was Barton v. Port Jackson Plankroad Co., 17 Barb., 397. S 407. A dividend belongs to the person in whose name the stock stands upon the books of the corporation on the day when it becomes payable. ARTICLE III. CORPORATE POWERS. SECTION 408. General powers. 409, 410. By-laws and other powers. 411. Mode of acting. 412. Meetings and agencies. 413. Meetings of public corporations. 414. Mode of exercising power. 415. General restriction. SECTION 416. Exercise of banking powers prohibited. 417. Liability of stockholders. 418. Quorum. 419. Powers of foreign corporations. 420. Their liabilities. 421. Power of colleges, &c., to take property. 422. Power of cities, &c., to take property. 423. Power of school officers to take property. powers. $408. Every corporation, by virtue of its existence General as such, has the following powers, unless otherwise specially provided :1 1. To have succession by its corporate name, for the period limited by its charter; and when no period is limited, perpetually; subject to the power of the legislature as bereinbefore declared; 2. To maintain and defend judicial proceedings; 3. To make and use a common seal, and alter the same at pleasure ; 4. To hold, purchase and transfer such real and personal property as the purposes of the corporation require, not exceeding the amount limited by its charter; 5. To appoint and remove such subordinate officers and agents, as the business of the corporation requires, and to allow them a suitable compensation; 6. To make by-laws, not inconsistent with the law of the land, for the management of its property, the regulation of its affairs, and the transfer of its stock; 7. To admit and remove members; and, 8. To enter into any obligation essential to the transaction of its ordinary affairs.* The first six subdivisions are in substance the same as 1 R. S., 599, § 1. 2 Fawcett v. Charles, 13 Wend., 473. 2 Kent's Com., 224. See Fawcett v. Charles, 13 Wend, Beers v. Phoenix Glass Co., 14 Barb., 358; Partridge v By-laws and other powers. Id. Mode of acting. Meetings and agencies. Meetings of public cor S409. The by-laws of a corporation are the regulations subordinate to the charter, prescribed for the government of its officers. They must be made by the corporators in general meeting, unless the charter prescribes another body or a different mode. This and the four sections following are new. S410. The powers and duties of corporations, the time, place and manner of exercising the corporate powers, the means by which persons may become members or lose membership, the kind and number of officers, and the manner of their appointment or removal, are prescribed by this Code, or by the statutes relating to the corporations respectively, or the bylaws made in pursuance of law. S411. A corporation may act: 1. By writing, under the corporate seal; 2. By writing, signed by an authorized agent, 3. By resolution of the corporators, directors, or other managing body; or, 4. By an authorized agent. B'k of Columbia v. Paterson, 7 Cranch, 297; Dunn v. St. Andrews, 14 Johns., 118; Danforth v. Schoharie Turnp. Co., 12 id., 227. See East London W. Wks. v. Bailey, 4 Bing., 283; Beverly v. Lincoln Gas Co., 6 Ad. & El., 829; Henderson v. Royal Mail Nav. Co., 5 El. & Bl., 409. S412. Unless otherwise expressly authorized by its charter, the meetings of the corporators, directors or other managing body of a corporation, must be held within the jurisdiction of the state by whose authority the corporation was created. It may, however, also have agencies elsewhere. S413. The meetings of a public corporation, or of porations. its officers, must be held within the limits of its own jurisdiction. exercising S414. Where the law expressly confers power upon Mode of a corporation to do an act in a certain mode, its power. power is confined to the mode prescribed. McSpedon v. Mayor of N. Y., 7 Bosw., 601; McCullough v. Moss, 5 Denio, 567; Farmers' Loan and Trust Com- restriction. S415. Besides the powers and duties specified in General this chapter, and such others as are expressly conferred by statute, or may be necessary to the exercise of the powers so conferred, a corporation has no other power. 1 R. S., 600, § 3. S416. No corporation, unless it is expressly incorporated for banking purposes, possesses the power of discounting bills, notes or other evidences of debt, of receiving deposits, of buying gold and silver bullion or foreign coins, of buying and selling bills of exchange, or of issuing bills, notes or other evidences of debt, upon loan or for circulation as money. 1 R. S., 600, § 4. Exercise of banking propowers of stock $ 417. When the whole capital of a corporation is Liability not paid in, and the capital paid is insufficient to holders. satisfy the claims of its creditors, each stockholder is bound to pay, on each share held by him, the sum necessary to complete the amount of such share as fixed by the charter, or such proportion of that sum as is required to satisfy the debts of the corporation. 1 R. S., 600, § 5. S418. When the corporate powers of a corporation Quorum. are directed by its charter to be exercised by any particular body, or number of persons, a majority of such body, or persons, if not otherwise provided by the charter, is a sufficient number to form a board for the transaction of business. Such board must be convened in the mode prescribed by the charter or by-laws, or by notice to all the members thereof Powers of foreign corporations. Their liabilities. Power of colleges, property. within the state; and every decision of a majority of the persons thus duly assembled as a board, is as valid as if made by all. 1 R. S., 600, § 6. S419. A foreign corporation can perform no act in this state, which is forbidden by the laws or is contrary to the policy of the state. $ 420. Every act of a foreign corporation done in this state is subject to its laws, and the corporation itself may be sued in the manner prescribed by the CODE OF CIVIL PROCEDURE. S421. Any corporation, being a college or other &c., to take literary institution of this state, may take and hold property, both real and personal, subject to such conditions and visitations as may be prescribed by the donor, and agreed to by the corporation, in trust for any of the following purposes: Power of cities to take pro perty. 1. To establish and maintain an observatory; 2. To found and maintain professorships and scholarships; 3. To provide and keep in repair a place for the burial of the dead; or, 4. For any other specific purpose comprehended in the general objects authorized by its charter. Laws of 1840, ch. 318. $ 422. The corporation of any city or village of this state may take and hold property, both real and personal, subject to such conditions as may be prescribed by the donor, and agreed to by the corporation, in trust for any purpose of education, or for the diffusion of knowledge, or for the relief of distress, or for fire-engine houses, reservoirs, or public docks, or for parks, gardens, or other grounds for health and recreation, or for ornament or military exercise and parade, within or near such incorporated city or village. Ib., with some additions. |