The Law of California Corporations: With Appendixes Containing the Corporation Laws of Arizona and Nevada, Annotated; a Manual for Lawyers and Corporation Officers, with Forms

Front Cover
Bender-Moss Company, 1928 - 1126 pages

From inside the book

Contents

Land and Building Corporations 42 Colleges and Seminaries of Learning 43 Cooperative Business Corporations and Associations 44 Nonprofit Coop...
13
CHAPTER III
32
CHAPTER V
46
CHAPTER
51
CHAPTER VIII
52
CREATION AND ORGANIZATION a General Considerations 48 In General 49 Creation by General Law 1
56
Forms of Notice of Meeting to Amend Articles and Assent of Stockholders
68
Forms of Certificate of Amendment and Resolution
69
Effect of Failure to File Copies
74
Correction of Erroneous Filing of Articles
76
Restoration of Destroyed Articles 66 Amendment of ArticlesIn General
77
Term of Existence
78
Procedure to Effect Amendment
79
Extension of Existence
85
Forms of Certificate of Extension and Assent of Stockholders 73 Organization and Commencement of Business
89
Corporations De Facto 74 In General
90
Rule as to Collateral Attack
91
Requisites to Existence of Corporation De Facto
92
Lawful Authority for Existence of CorporationFraud
93
Particular Defects
94
Powers of De Facto Corporations
95
Actions and Criminal Prosecutions
96
Liability of Officers and Stockholders d Estoppel to Deny Corporate Existence 82 In General
97
Estoppel by Suing Corporation
98
Estoppel of Corporation and Its Officers
99
e Proof and Presumptions as to Existence 85 Articles and Certificate as Evidence
100
Other Evidence 87 Proof by Parol
101
Presumptions
102
CHAPTER IV
104
CONSOLIDATION REINCORPORATION AND REORGANIZATION
116
CHAPTER XVI
122
NAME AND SEAL
126
Change of Principal Place of Business
127
Form of Consent of Stockholders
128
Form of Resolution of Board of Directors Providing for Change
129
Notice
130
PLACE OF BUSINESS
142
BYLAWS
149
RECORDS
162
Books and Records as EvidenceIn General
166
Stockbooks as Evidence
168
Conclusiveness of Minutes and Minutebook
169
Records as Best Evidence
170
Proof by Certified Copies 153 Compelling Production of Books and Records
171
Inspection of Books and RecordsIn General
172
Extent of Right and Persons Entitled to
173
Enforcement of Right
174
Restoration of Lost Records Certificates of Stock
175
DIRECTORS OFFICERS AND AGENTS
178
f Powers and Authority of Directors Officers and Agents Generally 184 Authority in General 185 Manner of Conferring Authority 186 Authority to ...
179
Statutory Exception Where Division by Unanimous Consent 234 Nature of Liability 235 Elements and Extent of LiabilityDefenses 236 Effect of Re...
180
Term of Office
185
Vacancies and Resignations
186
Proof of Authority
188
Declarations and Admissions as Binding on Corporation
189
Secretary
197
Removal of Directors
198
ManagerIn General
199
Particular Powers
200
Limitations on Powers
201
Distinctions
202
Ratification in General
203
Who may Ratify
204
Manner of Ratification
205
Where Resolution Necessary to Confer Original Authority
206
Time for Ratification
207
In General g Powers and Duties of Directors
213
Necessity for Acting as a Board and for Resolution or Vote
214
Knowledge as to Corporate Business
215
Delegation of Power
216
President
217
Knowledge 209 Estoppel
218
j Knowledge of Officer or Agent as Knowledge of Corporation 210 In General
232
Illustrations and Applications of Rule
233
Exceptions to and Qualifications of Rule
234
k Fiduciary Relationship 213 In General
235
Dealings With Stockholders
236
Dealings With Respect to Corporate PropertySecret Profits
237
Contracts With Corporation
238
Officers as Creditors
240
Vote of Interested Officer or Presence at Meeting
241
Agreements to Vote or to Resign
242
Transactions Between Corporations Having Common Directors or Officers
243
Where Directors are the Only Stockholders 222 EstoppelRestoration of ConsiderationQuantum Meruit
244
Civil Liability of Officers and Directors 223 Malfeasance or Misfeasance
245
Fraud
246
Liability on Contracts or Warranty of Authority
247
Constitutional Liability of Directors for Misappropriations by OfficersIn General 227 Nature of Liability
248
Elements and Extent of Liability
249
Remedies
250
Right to Sue and PartiesEstoppel 231 Distribution of Proceeds
251
Unlawful Distribution of Capital or Contraction of DebtsIn
252
CAPITAL STOCK IN GENERAL
267
In General
269
Increase or Reduction by Amending Articles of Incorporation
270
Statutory Procedure
271
Forms of Resolution of Directors and Assent of Stockholders
272
Form of Notice of Meeting of Stockholders
273
Certificate of Increase or Diminution
274
Effect
275
Classes of StockPreferred and Common
276
Applications of Code Rules
277
Par Value of Stock
278
Stock Without Nominal or Par ValueIn General
279
Construction of Contract
280
Subscriptions on Condition
281
Amendment of Articles to Increase or Diminish Number of Shares or to Provide for Stock With or Without Par Value
282
Certificates of Stock 264 In General
283
Agreements to Repurchase Stock
284
Form of Certificate
285
Effect of Formation of Different Corporation
286
Waiver of Conditions
287
Right to Certificate and Duty to Issue
288
Fraud Inducing Subscription or SaleIn General
289
Remedies
290
Restoration of ConsiderationOffer to Rescind
291
In General
292
Stock Issued Without Consideration or for Inadequate Considera
293
tion
294
Sale for Less Than
315
Payment in Property or Services or by Cancellation or Payment of Debts
316
Valuation of Property
317
Issue of Stock to Employees
319
Lien of Corporation on Stock
322
STATUS AND RIGHTS OF STOCKHOLDERS
324
Exhaustion of Other RemediesSurrender of Securities
330
Parties
331
Statute of Limitations
332
Amount of Recovery
333
In General
334
Basis and Elements of Liability to Creditors
335
Persons Liable
336
Enforcement of Liability
337
Statute of Limitations
338
STOCKHOLDERS LIABILITY
342
Effect of Satisfaction of Corporate Debt 372 Persons Liable in General 373 Holders of Preferred and Nonpar Stock 374 Registered and Unregistered ...
343
Amount
363
Uniformity
367
Persons Liable
368
By Whom Levied
369
Effect of Insolvency of Corporation 349 Order
370
Form and Contents of Notice of Assessment
371
Publication and Service of Notice
372
Delinquent Notice
373
Postponement of Sale
375
Sale
377
Purchase of Stock by Corporation
378
Affidavits of Publication and Sale 357 Effect of Irregularities
380
Remedies for Void or Defective Sale
381
Action to Recover Stock Sold
382
Waiver of Sale and Enforcement by Action
384
Form of Resolution Electing to Proceed by Action
385
Form of Complaint in Action to Recover Assessment
386
Constitutional and Statutory Liability for Corporate Debts 363 Constitutional and Code Provisions
388
General Considerations
389
Nature of Liability
390
As Original and Primary
391
Relation to Liability of Corporation
392
Obligations to Which Liability Extends
394
Illustrations
406
Extent and Computation of Liability 383 Subscribed Capital Stock
407
Payment or Waiver
410
Contribution Subrogation Reimbursement 386 Enforcement Generally
411
By Whom Liability may be Enforced
413
Necessity for and Effect of Judgment Against Corporation 389 Statute of LimitationsIn General
415
When Liability is Created
416
Debts Evidenced by Notes 370 Effect of Security or Guaranty
417
Liability to Sureties and Guarantors 393 Other Illustrations and Applications
418
Form of Complaint in Action to Enforce Liability
420
TRANSFER OF SHARES
421
Right to Transfer on Books
433
Right to Require Proof of Authority and Surrender of Certificate
434
Affidavit or Bond Where Owner is Nonresident
435
Administration of Stock on Death of Stockholder
445
Attachment of StockIn General
447
Mode of Attaching Stock 426 Levy and Sale Under Execution
448
MEETINGS AND ELECTIONS
450
Code Provisions
451
Surplus Profits
452
Notice
453
Stock Dividends
454
Persons Entitled to DividendsIn General
455
Effect of Transfer or Attachment
456
Right as Between Pledgor and Pledgee
457
Right as Between Life Tenant and Remainderman
458
Meetings for Removal of DirectorsIn General 437 Notice
459
Division or Distribution of Capital Stock
460
QuorumConduct of Election or Meeting Generally
461
Persons Entitled to Vote Voting by Mail
462
Guardians Personal Representatives TrusteesPledged Stock
464
ProxiesIn General
465
Form and Duration
466
Persons Who may be AppointedAuthority
467
Number of VotesCumulative VotingPreferences
468
Voting Agreements
469
Proceedings to Set Aside Vote of ElectionIn General 447 Persons Entitled to
471
VenueRestraining Order 449 Petition or Complaint
472
Effect of Appeal
474
DIVIDENDS AND DISTRIBUTIONS OF CAPITAL
475
CORPORATE POWERS GENERALLY
489
As a Defense Generally
499
Executory and Executed Contracts
500
Collateral TransactionsTorts 478 Presumptions and Burden of Proof
501
Liability for Benefits Received 480 Illegal Contracts
502
Manner of Executing Contracts
503
Contract as Imposing Corporate or Personal LiabilityIn General 483 Contracts Purporting to Bind Corporation
505
Contracts not Purporting to Bind Corporation
506
Admissibility of Parol Evidence
507
Acknowledgments and Certificates
508
Affidavits and OathsBy Whom Made 488 Form and Contents
510
CORPORATE PROPERTY
513
Consent of Stockholders
519
Transfers to Which Section Applies
520
CORPORATE INDEBTEDNESS
522
Constitutional Restrictions
523
Debts in Excess of Subscribed Capital Stock
524
Consideration and Purposes for Which Bonds may be Issued
525
Pledge of Bonds by Corporation 502 Creating or Increasing Bonded Indebtedness
527
Construction and Applications of Statute
528
Effect of Noncompliance With StatuteEstoppel 505 Forms of Resolution Assent of Stockholders and Notice of Stockholders Meeting
530
Certificate of Creation or Increase
532
Form of Certificate
534
Consolidated Bonded Indebtedness
535
Issuance Execution and Delivery of Bonds
536
Form of Bond and Coupons
537
Trustees Certificate on Bonds
538
Suits to Invalidate Bonds 522 Notes Mortgages and Deeds of Trust
549
Form of Mortgage or Deed of Trust
550
Rights Duties and Liabilities of Trustee 525 Persons Entitled to Enforce Bonds or Security
565
Remedies and Procedure
566
Statute of Limitations
568
CORPORATE SECURITIES
569
1 Definitions
571
Security
574
Agents and Brokers
575
Sales SubscriptionsIssuance to EmployeesAdvertising for Salo 535 Permit to Sell Securities
579
Form of Application for Permit
583
Form of Amended Application
585
Certificate of Agent or BrokerBond
586
Issuance Suspension and Revocation of Certificates
587
Review of Orders and Acts of Commissioner
589
Effect of Violation of Act on Securities and Contracts
590
Offenses
591
Intent as Element of Offense 544 Service of Process on Commissioner
594
Powers of Commissioner Regarding Investigations
595
ReportsStatementsOrdersDocuments
597
TORTS AND CRIMES
603
Jurisdiction and ProcedureIn General
605
Offenses Triable in Justices Court 554 Punishment
607
DISSOLUTION AND FORFEITURE
609
Persons Entitled to Institute ProceedingsPartics
615
Published Notice
622
Necessity for Payment of Claims Demands and Taxes 569 Objections 570 Hearing Decree Appeal
624
Form of Decree
625
Effect of Dissolution 572 Effect in General
626
Effect on Property Generally
627
Title to and Distribution of Property
628
Effect on Actions
629
SERVICE OF SUMMONS
630
Effect on Rights of Creditors 577 Effect on Judgments
631
Estoppel to Deny Validity of Judgment
632
Directors as Trustees 579 In General
633
Filling Vacancies 581 Determination of Identity of Directors
634
Powers Duties and LiabilitiesIn General
637
Rights With Respect to Property and Conveyances
638
Actions by and Against Trustees
639
Supervision and Control of Trustees by Courts
640
RECEIVERS
641
TAXATION AND FEES
646
For Failure to Pay License
668
Effect of Suspension
669
Restoration or Revivor
671
Effect of Restoration
675
Right to Use Old Name
676
b Taxation of Stock and Bonds 608 In General
678
Situs for Purposes of Taxation
679
Right to Tax as Affected by Taxation of Corporate Property
680
Fees 611 Filing Fees of Secretary of State
681
Other Fees of Secretary of State
683
Corporation Commissioners Fees
684
County Clerks Fees
686
FOREIGN CORPORATIONS
687
Statutory Limitations on Right to Sue and Defend
708
Necessity That Corporation be Doing Business in State 638 Venue
709
Security for Costs
710
Process Service on Designated Agent Secretary of State or Corporation Commissioner
711
Service on Managing or Business Agent Cashier or Secretary
712
Particular Agents
713
Service on Persons Temporarily in State
715
ACTIONS BY AND AGAINST CORPORATIONS
716
Right to Sue and be Sued 645 Service of Process
717
Service by Publication
719
b Venue and Place of Trial 647 In General 648 Construction of Constitutional Provision
720
Effect of Joinder of Other DefendantsIn General
722
Unnecessary or Fictitious Defendants
724
Local Actions
725
Actions on Contracts 653 Tort Actions
726
Presumptions and Burden of Proof
727
Pleading 655 In General
728
Allegations as to Incorporation and Existence
729
Pleading Compliance With Conditions Precedent 658 Alleging Corporate Acts and Contracts
730
Denials
732
Admissions
733
Pleading Noncompliance With Conditions Precedent
734
Verification of Pleadings
735
Injunction Trial Execution Supplementary Proceedings 663 Injunction to Suspend Business of Corporation
736
Depositions Trial Reference Witnesses
737
Sale of Franchise on Execution
738
Supplementary Proceedings
739
ARIZONA CORPORATION LAWS ANNOTATED
741
Transfers of Stock p 762
742
Building and Loan Association to File Bond p 781
743
p 796
744
Bylaws p 807
745
Meetings p 820
746
p 749
749
Receiving Deposits in Insolvent Banks p 750
750
Fees p 751
751
STATUTES RELATING TO CORPORATIONS GENERALLY Statutes 1913 Civil Code 2093 Classification p 752
752
Powers of Corporations p 753
753
Limited to Business Specified p 754
754
Articles of Incorporation p 755
755
Publication of Articles Place of Business Agent p 760
760
Execution and Filing of Amendments p 761
761
Powers After Expiration of Charter p 766
766
Sinking and Contingent Funds p 767
767
Power to Construct Railroads Canals etc p 768
768
Forfeiture of Shares p 770
770
Agent for Service of Process p 771
771
Papers to be Filed With Corporation Commission Duties of Commission p 772
772
Effect of Former Filing of Papers With Auditor p 773
773
FORFEITURE FOR FAILURE TO PAY ANNUAL REGISTRATION OR REPORT FILING FEE Laws 1923 Chap 36 p 114
774
Calling Docket and Setting Cases p 775
775
Appeals p 776
776
Repealing Provisions p 777
777
FOREIGN CORPORATIONS Civil Code Title 9 Chap VII
778
Penalty for Transacting Business Without License or Removing Case to Federal Court p 779
779
Absence of Agent p 780
780
Effect of Forfeiture p 785
785
INVESTMENT COMPANIES BLUE SKY LAW Civil Code Title 9 Chap 10
786
Verification and Certification of Instruments p 787
787
Examination Issuance of Statement Fees p 788
788
Transacting Business Without Complying With Statute Unlaw ful p 790
790
2265a Advertisements and Circulars p 791
791
General Supervision by Commission p 792
792
Penalty for False Statements p 793
793
SALE OF SECURITIES Laws 1921 Chap 33 p 38
794
When Permit Granted p 795
795
Duration of Permit and License
796
On Whom Process may be Served p 798
798
Where Corporation has No Officer or Agent in State p 799
799
Personal Service Outside of State p 800
800
LEVY UPON And Sale of SHARES OF STOCK UNDER EXECUTION OR ATTACHMENT Civil Code 1363 Levy Under Execution p 801
801
Articles of Incorporation p 802
802
Contracts Suits Seal p 803
803
Nonprofit Corporations p 804
804
Annual Reports p 805
805
Rights of Members p 806
806
Declaration of Policy and Definitions
816
Form of Articles of Incorporation p 826
826
NEVADA CORPORATION LAWS ANNOTATED
829
Right to vote p 853
830
Resident Agent Certificate Authority p 873
831
Meetings of Directors Executive Committee
832
Treasury Stock not to be Voted p 918
833
Revised Laws 1912
834
5023 On Whom Summons may be Served p 950
835
Penalty for Refusal to Obey Order of Court p 959
836
Incorporation Under General Laws p 837
837
State not to Donate or Loan Money or Credit or be Interested in Stock p 838
838
How Corporation may be Formed Duties of Secretary of State p 839
839
6
840
When Corporate Existence Begins Proof of Existence p 841
841
Amendment of Certificate or Articles p 842
842
Powers of Corporations p 843
843
Additional Powers p 844
844
Investment or Participation Certificates p 845
845
Power to Issue Stock Classes p 846
846
May Issue Stock for Labor Services or Property p 847
847
Liability of Persons Holding Stock as Security or in Fiduciary Capacity p 848
848
Lost or Destroyed Certificates p 849
849
Voting Trusts p 850
850
Rights of Stockholders to Purchase New Stock p 851
851
Notices of Meetings p 852
852
p 854
854
Election of Directors Vacancies p 855
855
May Sell Lease or Exchange Property and Assets p 856
856
Consolidation Procedure p 857
857
Effect of Consolidation p 858
858
Rights of Dissenting Stockholder p 859
859
Effect of Consolidation on Pending Actions p 860
860
Transfer of Property to Officers or Stockholders p 861
861
District Court to Appoint Receivers p 862
862
When Corporation may Resume Control p 863
863
p 864
864
Time Limit for Filing Proof of Claim p 865
865
Action not to Abate by Reason of Death of Receiver p 866
866
Acts of Majority of Receivers Effectual Removal p 867
867
Trustees may Sue or be Sued p 868
868
Jurisdiction of Court p 869
869
Decree of Court Filed With Secretary of State p 870
870
Unlawful Dividends and Distributions of Capital Liability of Directors p 871
871
Liability for False Certificate Report or Notice p 872
872
Display of Corporate Name Maintaining Office Penalty p 874
874
Service of Process p 875
875
Terms Defined p 876
876
Lien of Employees p 877
877
Rights Privileges and Powers of Corporations p 878
878
Renewal of Charters Certificates p 879
879
Existing Corporations to have Benefits of Act p 880
880
Preparation and Recording of Articles or Certificate p 881
881
When Corporate Existence Begins p 885
885
Powers p 886
886
Power to Issue Money Denied p 888
888
Bondholders may be Given Right to Vote or Inspect Books p 889
889
First Meeting p 890
890
Banks and Corporations may Act as Resident Agents Author ity p 891
891
Voting Power of Stockholders Proxies p 892
892
Election to be by Ballot p 893
893
Method of Decreasing Capital Stock p 910
910
Certificate of Stock p 916
916
p 922
922
Destruction or Alteration of Records False Entries etc p 923
923
Removal of Directors p 924
924
Organization and Conduct of Meeting p 925
925
Incorporation Need not be Proven Unless Denied p 926
926
Report of Election to Secretary of State 1187 Lien of Employees p 927
927
Surrender of Corporate Rights Before Payment of Capital Stock p 928
928
Continuance of Corporation After Dissolution for Certain Pur poses p 929
929
Trustees After Dissolution p 930
930
Receiverships and Dissolution by the Court p 931
931
Filing and Publication of Decree p 932
932
Sale of Deteriorating Property p 933
933
Mining Corporations Governed by District Mining Laws p 934
934
Fees of Secretary of State p 935
935
Publication of List of Corporations Records of Secretary of State p 936
936
ACT REQUIRING FILING OF LIST OF OFFICERS AND DESIGNATION OF RESIDENT
941
Stats 1911 p 284
949
Form of Articles of Incorporation
971
p 760
988
p 796
989
Wagonroad Companies
1054
Cumulative Voting p 893
1074
Quoted in San Luis Water Co v Estrada 117 Cal 168 48 Pac 1075
1075
Bylaws p 893
1076
Appeals p 959
1077
Bridge Ferry Wharf Chute and Pier Corporations 28 Telegraph and Telephone Companies
1118
Vicepresident
1125
h Powers of Particular Officers
1126
Water and Canal Corporations 30 Homestead Corporations
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Common terms and phrases

Popular passages

Page 572 - To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation ; or to reduce such capital stock without the consent of the legislature ; or 3.
Page 41 - Each stockholder of a corporation or joint-stock association shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock or shares of the corporation or association.
Page 552 - ... proceed forthwith, and in a summary way, to hear the affidavits, proofs, and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon...
Page 399 - The term corporations as used in this article, shall be construed to include all associations and joint stock companies having any of the powers or privileges of corporations not possessed by individuals or partnerships.
Page 372 - A corporation or association may be sued in the county where the contract is made or is to be performed, or where the obligation or liability arises, or the breach occurs...
Page 168 - The exercise of the right of eminent domain shall never be abridged or so construed as to prevent the legislature from taking the property and franchises of incorporated companies and subjecting them to public use, the same as the property of individuals...
Page 564 - ... by deed or otherwise, under the laws of this state, vested in either of such corporations, shall not revert or be in any way impaired by reason of this act...
Page 583 - ... to do all other acts which might be done by such corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation ; and the powers of such trustees or receivers may 844 ACTS OF ARKANSAS.
Page 469 - Act shall have the following powers: • (a). To engage in any activity in connection with the marketing, selling, harvesting, preserving, drying, processing, canning, packing, storing, handling or utilization of any agricultural products produced or delivered to it by its members, or the manufacturing or marketing of the by-products thereof...
Page 142 - ... the exercise of the police power of the State shall never be abridged or so construed as to permit corporations to conduct their business in such manner as to infringe the equal rights of individuals, or the general well-being of the State.

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