Page images
PDF
EPUB

Overissue

of stock.

Purchase of stock by the corporation.

Dividends.

§ 350. A corporation whose capital is, by its charter, limited, either in amount or in number of shares, cannot issue valid certificates in excess of the limits.

Mechanics' Bank a. N. Y. & New Haven R. R. Co., 13 N. Y., 599.

§ 351. Unless otherwise provided, a corporation may purchase, hold and transfer shares of its own stock.

City Bank of Columbus a. Bruce, 17 N. Y., 507. But to the contrary was Barton a. Port Jackson Plankroad Co., 17 Barb., 397.

§ 352. A dividend belongs to the person in whose name the stock stood on the books of the corporation on the day when it became payable.

General powers.

ARTICLE III.

CORPORATE POWERS.

SECTION 353. General powers.

354, 355. By-laws and other powers.

356. Mode of acting.

357. Meetings and agencies.

358. Mode of exercising power.

359. General restriction.

360. Exercise of banking powers prohibited.

361. Liability of stockholders.

362. Quorum.

363. Powers of foreign corporations.

364. Their liabilities.

§ 353. Every corporation, by virtue of its existence as such, has the following powers, unless otherwise expressly prescribed:

1. To have succession by its corporate name, for the period limited in its charter; and when no period is limit ed, perpetually; subject to the power of the legislature as herein before provided;

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 convey such real and personal property, as the purposes of the corporation require, not exceeding the amount limited in its charter;

5. To appoint 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 for the transfer of its stock;

2 R. S., 599.

7. To admit and remove members;

2 Kent's Com., 224.

8. To enter into any obligation essential to the transaction of its ordinary affairs.

Beers a. Phoenix Glass Co., 14 Barb., 358; Partridge a.
Badger, 25 Id., 146; Mead a. Keeler, 24 Id., 20; Curtis a.
Leavitt, 15 N. Y., 9.

By-laws,

§354. The by-laws of a corporation are the regulations and other subordinate to the charter, prescribed for the government powers. of its officers. They must be made, by the corporators in general meeting unless the charter prescribes a different body or a different mode.

This and the four following sections are new.

§ 355. The powers conferred, the duties prescribed, the Id. 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 the statutes relating to the corporations respectively, or the by-laws made in pursuance of those statutes.

356. 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;

4. By an authorized agent.

§ 357. Unless otherwise expressly authorized by its charter, the meetings of the corporators, directors or other managing body, must be held within the jurisdiction of the State by whose authority the corporation was created. It may, however, also have agencies elsewhere.

Mode of acting.

Meetings cies.

and agen

Mode of exercising power.

General

restriction.

Exercise of banking hibited.

The meetings of a public corporation or of its officers must also be held within the limits of its own jurisdiction.

§ 358. Where the law confers power upon a corporation to do an act in a certain mode, its power is confined to the mode prescribed.

Farmers' Loan and Trust Company a. Carroll, 5 Barb.,

613; Brady a. Mayor, &c., of New York, 2 Bosw., 173.

359. Besides the powers and duties specified in 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.

This and the three following sections are from 1 R. S., 600, §§ 3-6.

§ 360. No corporation, not expressly incorporated for powers pro- 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.

Liability of stockholders.

Quorum.

1 R. S., 600, § 4.

[ocr errors]

§ 361. When the whole capital of a corporation is not paid in, and the capital paid is insufficient to 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.

§ 362. When the corporate powers of any corporation are directed by its charter to be exercised by any particular body, or number of persons, a majority of such body, cr persons, if it is 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 of such body within the state; and every decision of a majority of the persons thus duly assembled as a board, is valid.

1 R. S., 600, § 6.

foreign cor.

§ 363. A foreign corporation can perform no act in this Powers of State, which is forbidden by the laws or is contrary to the porations. policy of the state.

bilities.

§ 364. Every act of a foreign corporation done in this Their liaState is subject to its laws, and the corporation itself may be sued in the way prescribed by the Code of Civil Procedure.

ARTICLE IV.

DISSOLUTION OF CORPORATIONS.

SECTION 365. Forfeiture for non-user.

366. Trustees in case of dissolution.

367. Their powers.

368. Proceedings to dissolve.
369. Revival.

for non

§ 365. If any corporation hereafter created by the Le- Forfeiture gislature, does not organize and commence the transaction user. of its business within one year from the date of its incorporation, its corporate powers shall cease;' unless a different time within which its business must be commenced, is fixed by law."

1 R. S., 600, § 7.

"This qualification which by the Laws of 1846, ch. 155,
was applied to Railroad Corporations, is here made ap-
plicable to all kinds.

case of

§ 366. Upon the dissolution of any corporation, unless Trustees in other persons are appointed by the Legislature, or by some dissolution. court of competent authority, its directors or managers at the time of its dissolution become the trustees of the creditors and stockholders of the corporation dissolved, and have power to settle its affairs, collect and pay debts, and divide among the stockholders the property that remains after the payment of debts and necessary expenses; and for this purpose may maintain or defend any judicial proceeding.

1 R. S., 600, § 9.

§ 367. Such trustees are jointly and severally responsible Their to the creditors and stockholders of such corporation, to the powers. extent of its property that comes into their hands.

1 R. S., 601, § 10.

Proceedings to disBolve.

Revival.

368. The cases and mode in which corporators may be dissolved, and the mode in which the dissolution may be adjudged, are provided by the Code of Civil Procedure. The reference is to the Code of Civil Procedure, as reported complete.

§ 369. A corporation once dissolved can be revived only by the same power by which it could be created.

How far

the sub

perty.

CHAPTER IV.

PRODUCTS OF THE MIND.

SECTION 370. How far the subject of property.

371. Joint authorship.

372. Transfer.

373. Effect of publication.

374. Subsequent inventor, author, &c.

375. Private writings.

§ 370. The author of any product of the mind, whether Ject of pro- it is an invention, or a composition in letters or art, or a design, delineation or other graphical representation, has an exclusive property therein, and in the representation or expression thereof, which continues so long as the product and the representations or expressions thereof, made by him, remain in his possession.

Joint authorship.

Transfer.

Effect of publication.

§ 371. Where several persons are jointly concerned in any such product of the mind, they are joint owners thereof. If the product is single, the ownership is in equal proportions, unless otherwise agreed.

372. The owner of any product of the mind, or of any representation or expression thereof, may transfer his property in the same.

§ 373. If the owner of such product, intentionally makes it public, without securing the privilege afforded to an author or inventor, by act of Congress, a copy or reproduction may be made public by any person, without responsibility to the owner.

« PreviousContinue »