162. Right of Transfer Cannot Be Subjected to Unreason- 163. Corporation Has No Common Law Lien but May Off- set Indebtedness of Stockholder Against Dividends. 164. Relative Rights of Parties to Transfer with Respect to Dividends and Voting Privileges. Procedure for Increase of Number of Directors. Chapter XIX.-Creating, Increasing, and Diminishing 168. Proceedings Practically the Same in All the States. 169. Certificate Setting Forth Proceedings to Be Filed with the County Officer Having Custody of the Articles Chapter XXI.-Consolidation of Corporations. 172. Of the Principles Involved in and Results Attained by 177. Appointment and Authorization of Agent to Sell Spe- 178. Authorization to Accept Delivery or Conveyance, and 179. Resolution Authorizing Lease of Property. 180. Authorization to Reconvey Property and Satisfy Trust. Chapter XXIII.-Miscellaneous Resolutions, Con- 181. Signature and Authentication. 182. Authorization to President and Secretary to Borrow Money and Secure Re-payment Thereof. 186. Indemnity Bond Where Certificate Lost or Stolen upon 187. Bonds Issued to Represent Corporate Indebtedness. 188. Acknowledgments and Verifications. 190. Receipts, Drafts, Checks and Promissory Notes. 192. Various Instruments Often Used by, but Not Peculiar Chapter XXIV.-Dissolution and Winding Up. 193. Methods for Terminating Corporate Existence. Manual of Corporate Management. 1. Definition. CHAPTER 1. Definition and Outline. 2. Components. 3. Individuality of Corporate Existence-Limitations upon Corporate Powers. 4. Kinds or Classes of Corporations. 5. Creating and Organizing the Corporation. 6. Who May Incorporate. 7. As to a Corporation Holding Stock of Other Corporations. § 1. Definition. There is a popular conception of a corporation distinct from its strict legal definition. The non-professional citizen seldom distinguishes the group of persons and property interests constituting the perceptible and easily designated components from that invisible entity which lawyers recognize as the real corporation. The legal profession all agree that it is purely a creation of law, with certain rights in common with individuals, and others that are distinctive, all of which must be held and exercised to carry out the purposes for which it was created. No concise definition can improve upon that of Chief Justice Marshall, namely, that a corporation is "an artificial being, invisible, intangible, and existing only in contemplation of law."1 A full and complete definition of a corporation cannot be well understood without discussing all its rights, powers, duties and relations, and the legal and equitable principles which control it in all its parts and functions, and their operation. Corporations and joint stock associations have certain features in common. Both have stock-holders and boards of directors. But since a joint stock company is not incorporated, it is not a distinct entity. It is a mere limited copartnership. Its existence is in no sense derived from the State, but solely from the agreement among the members. § 2. Components. And yet it is difficult for even the non-professional mind to conceive of a corporation existing for any practical purpose without: (1) Continuous succession by a corporate name during the period specified in the act of incorporation; (2) The right to purchase, hold and convey lands, to acquire and dispose of personal property, and to contract obligations; (3) The right to sue, and the liability to be sued; (4) The power to make rules and regulations, called By-Laws, for the government of the members and its business; (5) The power to appoint and remove officers and agents; (6) Loss of existing, and acquisition of new members. Formerly the possession and use of a common seal was recognized among the essential components; but, while a seal is useful and convenient, its use is not usually considered vital to the validity of any corporate act. |