may be required by the by-laws. If any stockholder shall neglect to pay any installment, as required by a resolution of the board of directors, or persons exercising the corporate powers of such corporation, the directors or other persons exercising such corporate powers may declare his stock and all previous payments forfeited to the use of the company; but no stock shall be forfeited until they shall have caused a notice in writing to be served on him personally, or by depos-1 iting the same in the postoffice, properly directed to him, at the postoffice nearest his usual place of residence, stating that he is required to make such payment at the time and place specified in said notice, and that if he fails to make the same, his stock, and all previous payments thereon, will be forfeited for the use of the company, which notice may be served as aforesaid, at least sixty days previous to the day on which such payment is required to be made. (R. S. 1889, § 2498-s.) SEC. 962. Stock and bonds, for what issued-capital stock, how increased-notice.-The stock or bonds of a corporation shall be issued only for money paid, labor done or money or property actually received. Any corporation may increase its capital stock or its bonded indebtedness with the consent of the persons holding the larger amount in value of the stock, which consent to such increase shall be obtained at a meeting of the shareholders, called for that purpose-sixty days' notice of the time and place of such meeting and of the amount of the proposed increase of stock or bonded indebtedness having been given as hereinafter provided; but the shares of stock or bonds arising from such increase shall only be disposed of for money paid, labor done or money or property actually received. All ficticious issues or increase of stock or of bonds of any corporation shall be void: Provided, however, that the bonded indebtedness of a corporation shall not be increased so that the entire amount thereof shall exceed the amount of the authorized capital, except that any railroad company may issue its bonds in excess of its capital stock for the purpose of constructing or acquiring another railroad, which shall connect with the railroad of the company issuing such bonds, but the bonds so issued in excess of its capital stock shall not exceed the authorized capital stock of the company whose road is constructed or acquired with the proceeds thereof, and shall be secured by mortgage on the railroad franchises and property constructed or acquired with the proceeds thereof, or by the deposit as collateral security of the first mortgage bonds of the railroad constructed or acquired with the proceeds thereof. But no such bonds shall be issued without first obtaining the consent of the persons holding the larger amount in value of the stock of the company issuing the same, at a meeting called for that purpose, and of which meeting and the object and purpose thereof sixty days' public notice shall be given by advertisement in a daily or weekly newspaper published in the town or city in this state where

(s) In absence of expressed statute to the contrary, liability to pay calls and to respond to creditors in event of insolvency, attaches to holder of legal title to stock; and one who takes stock as collateral security and has same transferred to himself will be liable to creditors. 71 A. 447. Stockholders cannot, by selling without company's consent, to an insolvent, escape from the responsibility to company for unpaid installments upon his stock. 20 Mo. 382; 43 Mo. 452; 17 A. 454; 143 Mo. 109; 76 A. 528; 77 A. 422. See section 984.

the general offices of the company issuing such bonds may be located. (R. S. 1889, § 2499-t.)

SEC. 963. Id. Notice, how published.—The notice required by the preceding section shall be published at least once a week in some newspaper in the town, city or county in which said corporation is located, the first insertion to be not less than sixty days, the last to* be not less than one nor more than six days, previous to the day on which such meeting shall be held; but if there be no newspaper published therein, then in some newspaper published in the next nearest county, and by posting up a printed hand-bill in the office of said company. (R. S. 1889, § 2500-u.)

SEC. 964. Stock increased, to be certified to secretary of state. Upon the stock of any corporation being increased, as herein before provided, the date and amount of such increase of stock shall be certified by the proper corporate officers of such corporation to the secretary of state, who shall preserve and record said cetificate in his office. (R. S. 1889, § 2501-v.)

SEC. 965. Stock deemed personalty, how transferred. The stock of every company formed under this article shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of the company; but no shares shall be transferred until all previous calls thereon shall have been fully paid in. (R. S. 1889, § 2502 --w.)

SEC. 966. Books to be kept by corporation, shall contain what—shall be open to inspection, when. — Every such corporation shall keep a book in which the transfer of shares of its stock shall be registered, and another book containing the names of its stockholders, which books shall at all times, during the usual hours

(t) Stock may be paid for in money, labor or property of any kind used in the business at a fair valuation; but a fictitious valuation will make shareholder liable to creditor of corporation pro tanto; this rule holds good whether over-valuation is the result of fraud or bad judgment. 131 Mo. 620; 143 Mo. 109; 61 A. 134. Corporate stock may be paid for by subscriber in property at a fair and honest valuation. 118 Mo. 238. Fictitious issue of stock as fully paid up, held to be ultra vires and void. 113 Mo. 330. When increase of capital is based on property to capital already owned, the increase belongs to the then stockholder in proportion to his holding. 127 Mo. 53. Where increased for purpose of selling, old stockholders have prior right to purchase. 127 Mo. 53. See Const. Art. XII, section 8. Also 97 Mo. 627; 113 Mo. 337; 43 A. 497; 51 A. 205; 79 Mo. 24; 84 Mo. 381; 143 Mo. 127; 13 A. 139; 36 A. 288. See sections 1064, 1065 and 1323.

(u) Statement of increase of capital stock must show that meeting was called by public notice published as required by law. The public notice was intended for the public at large while the notices mailed are for the benefit of the stockholders. 86 Mo. 239; 97 Mo. 627.

(v) See Const. Art. XII, section 8.

(w) The only effectual mode of transferring title to shares is by transfer upon books of corporation. 33 Mo. 150. But according to general law governing transfer of property, is good between the parties, though it is not as against the company. 9 Mo. 149; 52 Mo. 377; 118 Mo. 431, 459. Assignment on books of company is sufficient without taking out new certificates in name of assignee. 20 Mo. 382. While certificate of stock is not a negotiable instrument, yet it partakes to a great extent of the qualities of a negotiable security when power of attorney is signed, even in blank. 43 A. S4; 56 A. 145; 148 Mo. 588. As to legal inferences of transfer of stock. 61 Mo. 319; 70 Mo. 262. Equity will protect the claims of the holder of stock irregularly transferred. 72 Mo. 461; 25 A. 643; 29 A. 206, 486; 38 A. 674; 51 A. 198; 71 A. 467; 90 Mo. 522; 92 Mo. 635; 108 Mo. 606; 110 Mo. 83; 123 Mo. 603; 128 Mo. 559; 7 A. 16; 13 A. 197; 71 A. 467; 74 A. 537. See section 966.

of business, for thirty days previous to an election of directors, be open to the examination of the stockholders. (R. S. 1889, § 2503-x.) SEC. 967. Officer in charge of books liable, when.—If any officer having charge of such books shall, upon the demand of a stockholder, refuse or neglect to exhibit and submit them to examination, he shall, for each offense, forfeit the sum of two hundred and fifty dollars. (R. S. 1889, § 2504—y.)

SEC. 968. Annual meeting, when held.-An annual meeting of shareholders for the election of directors shall be held by all joint stock corporations on a day which each corporation shall fix by its by-laws; and if no day be so fixed, then on the second Monday in the month of January. (R. S. 1889, § 2505.)

SEC. 969. By-laws for certain purposes, who may make. By-laws to direct the manner of taking the votes of stockholders on the question of increasing or diminishing the number of directors or trustees, of changing the corporate name, may be made by the directors of the corporation for the time being. (R. S. 1889, § 2506-z.)

SEC. 970. By-law not valid, when.-No by-law of any such corporation regulating the election of its directors shall be valid unless it shall be made at least sixty days before the day appointed for the election to be held. (R. S. 1889, § 2507—a.)

SEC. 971. Corporate powers defined. - Every corporation as such, has power:

First-To have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years. Second-To sue and be sued, complain and defend in any court of law or equity.

Third-To make and use a common seal and alter the same at

pleasure.

Fourth-To hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter or the law creating it, and also to take, hold and convey such other property, real, personal or mixed, as shall be necessary or requisite for such corporation to acquire in order to obtain or secure the payment of any indebtedness or liability belonging to the corporation.

Fifth-To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.

Sixth-To make by-laws, not inconsistent with existing law, for the management of its property, the regulation of its affairs and for the transfer of its stock.

Seventh-To increase or diminish by a vote of its stockholders, cast as its by-laws may direct, the number of its directors or trustees

(x) Closing of transfer-books before an election, not understood as closing them against inspection by persons duly authorized thereto. 29 A. 301; 53 A. 542. Stockholder entitled to inspect books of corporation without disclosing purpose for which he desires to do so. 29 A. 326; 108 Mo. 606; 118 Mo. 441; 139 Mo. 379; 72 Mo. 119.

(y) 53 A. 542; 29 A. 301, 326.

(z) Power to make by-laws resides in the corporation itself, and must be exercised by the stockholders. 8 A. 249; 118 Mo. 447; 56 A. 145. By-laws of a corporation when properly adopted, are as binding on the members as its charter is. 119 Mo. 9. But they must not be repugnant to its charter. 9 Mo. 191; 39 A. 583; 118 Mo. 447; 25 A. 842; 9 A. 290; 78 Mo. 609; 52 Mo. 377; 34 Mo. 423. See section 971, subd. 6.

(a) 75 A. 297. See section 971, subd. 6.

to not less than three, nor more than thirteen, and may in like manner change its corporate name without in anywise affecting its rights, privileges or liabilities; such changes of name or number of directors or trustees shall take effect and be in force from the date at which the president or secretary of such corporation shall file with the secretary of state an affidavit setting forth the name adopted or the number of directors or trustees fixed, together with the date at which such change in name or number of directors or trustees was voted by the stockholders of such corporation. Any corporation may, at a meeting duly called and held, notice of such meeting first having been given in manner and form as is provided in sections 962 and 963, Revised Statutes, 1899, for increase of capital, reduce the par value of its shares of stock and correspondingly increase the number thereof, by a vote of a majority of the stock of the corporation: Provided, that no corporation. shall engage in business other than that expressly authorized in its charter, or the law under which it may have been or may hereafter be organized. (R. S. 1889, § 2508, amended, Laws 1893, p. 128-b.)

(b) First-Distinction between natural persons and corporations is, the former may make any contract not prohibited by law, or against public policy, the latter can exercise no power not expressly conferred by their charter. 37 Mo. 398. After a corporation's period of existence has expired it ceases to be a corporation de facto, and cannot execute a valid conveyance. 133 Mo. 545. Ambiguity or doubt arising out of the terms used by the legislature must be resolved in favor of the public. 108 Mo. 550. Intent expressed by the articles of association of a corporation touching its duration govern in the construction of said articles, when that intent is not repugnant to the law. 141 Mo. 29. This case is treated on the assumption that the section of the corporation law providing a limitation of twenty years, when not otherwise provided by the articles of association, is applicable to educational corporations. Id. Twentyyear limitation does not apply to corporation purely charitable. 99 Mo. 533. Doubts. as to duration of charter of purely business corporations resolved against unlimited duration. 129 Mo. 468. "Perpetual succession"-these words imply nothing more than a continuous succession during the existence of the corporation as fixed by its charter. 138 Mo. 332; 129 Mo. 468. No measure of duration is intended by the word "perpetual" as thus used, but only unbroken continuity; and that when no period was limited in charter, the corporation ceased to exist at the expiration of twenty years. 5 A. 337. The general law becomes a part of the charter of a company at the moment of its creation, and must be read into it the same as if it had been written therein. 133 Mo. 545. Corporation created by special act of legislature, whose period of existence was not fixed by the Act, expires by limitation at the end of twenty years, as provided by the general statutes in force at the time of the passage of the act creating it. 133 Mo. 545. See sections 960, 1008. 76 A. 439; 40 Mo. 539.

Second-Where corporation has become insolvent, it is the duty of directors to make an assignment for benefit of creditors. 104 Mo. 91. Action for slander, malicious prosecution or false imprisonment cannot be maintained against a corporation. 17 Mo. 213. But it is civilly liable for damages caused by trespass or tort of its agent. 36 Mo. 546. Suit regularly commenced is not affected by expiration of charter. 6 Mo. 361; 34 Mo. 119. Fact that a railroad company in violation of State Constitution controls a coal company can only be complained of by the state. 119 Mo. 9; 140 Mo. 539. See sections 984, 1005, 1007.

Third-Seal affixed to an instrument is prima facie evidence that it was affixed by proper authority. 28 Mo. 415; 42 Mo. 74; 149 Mo. 181.

Fourth-Has power to purchase, hold and convey such real and personal property as purposes of corporation require, not exceeding amount limited in charter. 32 Mo. 305. Corporations have only such powers as are specifically given by their charter, or necessary to carry into effect some specified powers. 9 Mo. 507; 10 Mo. 559; 48 Mo. 37; 43 Mo. 353. And acts creating corporations are to be strictly construed. Id. Only such resulting powers are implied as are obviously necessary to accomplish the ex

SEC. 972. What powers shall vest in corporations — those organized under other laws may accept the provisions of this chapter, how.-The powers enumerated in the preceding section shall vest in every corporation that shall hereafter be created or organized, and any corporation, including those heretofore organized and now in existence under any general or special law of this state, may accept the provisions of the general laws of this state relating to corporations, by filing with the secretary of state a certificate of such acceptance, signed by its president and secretary, duly authorized by its board of directors and approved by a vote of three-fourths of its stockholders, at any meeting. duly and legally called for that purpose-notice of such meeting first having been given in manner and form as provided in sections 962 and 963 of this article, or by three-fourths of the stockholders, in writing; and upon the filing of such certificate, the time of the existence of said corporation shall press or principal purpose. 4 Mo. 242; 108 Mo. 550; 119 Mo. 383. Corporation authorized by its charter "to buy, exchange, sell, mortgage, transfer or otherwise use its property," although not thereby authorized to do a banking business, may loan its surplus funds on time and accept security therefor, follows as a necessary incident. 48 Mo. 37. In matters of simple contract, execution of instrument so as to bind corporation will be inferred from general principles of law or agency. 42 Mo. 74. A manufacturing or business corporation of this state can engage in no business not within scope of its purposes, as set forth in its articles. 41 A. 665. Wherever a corporation goes for business, it carries its charter, for that is the law of its existence, and is the same abroad as at home, when not prohibited by the laws of a foreign state. 114 Mo. 218. A corporation created for insuring property has no power to engage in banking. 10 Mo. 559. State may impose conditions on corporations which it cannot impose on individuals. 118 Mo. 388. Corporations should be permitted to prosecute their legitimate business in the same manner that an individual could who was engaged in a similar enterprise. 47 A. 608. Transfer of property by corporation when insolvent, in payment of individual debt of an officer, is fraudulent as against its creditors, though such officers own all its capital stock. 138 Mo. 576; 118 Mo. 365; 138 Mo. 576. Though insolvent, a corporation may execute an honest preference in favor of one of its creditors to the exclusion of others. 138 Mo. 576. See Const. Art. XII, Section 7. Where grant of power is given, all the means necessary to effectuate the power pass as incidents of the grant. 119 Mo. 383. Well settled rule of construction of grants by the legislature to corporations, whether public or private, that only such powers and rights can be exercised as are clearly comprehended, within the words of the act, or derived therefrom by necessary implication, regard being had to the object of the grant. 43 Mo. 353; 108 Mo. 550; 130 Mo. 10; 145 Mo. 622. Business corporation has no power to enter into a partnership, therefore cannot be held liable as a member of the partnership by reason either of its having held itself 62 A. 390. See out as one, or of itself having undertaken to enter into the relation. sections 982, 1028, 1033.

Fifth-See section 954.

Sixth-Power to enact by-laws is in stockholders, unless given to directors by charter or statute. 39 Mo. 583; 56 A. 145; 118 Mo. 447. By-laws, when properly adopted. are as binding on members as is a charter provision. 119 Mo. 9; 149 Mo. 181. See Sections 968, 970.

Seventh-See Const., Art. XII., Sec. 7.

Miscellaneous decisions. 91 Mo. 217; 92 Mo. 79; 93 Mo. 227; 94 Mo. 410; 95 Mo. 457; 96 Mo. 468; 97 Mo. 196; 98 Mo. 349; 108 Mo. 606; 110 Mo. 83; 113 Mo. 98; 114 Mo. 218; 116 Mo. 313, 667; 117 Mo. 261; 118 Mo. 238, 431; 123 Mo. 603; 125 Mo. 517; 127 Mo. 356, 439; 128 Mo. 341; 145 Mo. 622; 138 Mo. 332; 74 A. 365; 75 A. 297; 144 Mo. 157; 73 A. 135; 24 A. 338; 25 A. 54, 64; 28 A. 55; 29 A. 1, 31; 35 A. 365; 36 A. 333; 37 A. 145, 460, 505; 39 A. 131, 453, 463, 583; 40 A. 40, 318; 41 A. 670; 44 A. 59, 86; 45 A. 206; 47 A. 301, 462, 639; 49 A. 280; 50 A. 648; 51 A. 24, 66, 71; 53 A. 256; 55 A. 646, 538; 59 A. 453; 60 A. 28; 62 A. 390; 63A. 316, 367; 64 A. 677; 65 A. 283; 66 A. 647; 68 A. 592; 70 A. 364; 138 Mo. 343; 139 Mo. 25; 141 Mo. 32. See also section 960.