TABLE OF CONTENTS

PART I.

CREATION AND

AND ORGANIZATION

Sec. I.

OF PRIVATE

BUSINESS CORPORATIONS.

CHAPTER 1.

DEFINITION AND NATURE OF CORPORATIONS.

Definition.

The corporation as a distinct entity.

The corporation as a person.

Corporate entity not allowed to defeat responsi-

bility of real principal.

Corporations distinguished from partnerships.

Reasons for the incorporation of business com-

panies.

Kinds of corporations.

Purposes for which corporations may be

formed.

716503

Sec. 12.

Sec. 13.

Sec. 14.

Sec. 15.

Sec. 16.

Sec. 17.

Sec. 18.

Sec. 19.

Sec. 20.

Sec. 21.

Sec. 22.

Sec. 23.

Sec. 24.

Questions of financing, etc.
Compliance with blue sky laws.

CHAPTER 3.

CHARTER AND ORGANIZATION.

Necessity and general nature of charter.
Power of the state and federal governments to
grant charters.

Power of state to alter and repeal charters.
Form of charter-special statute.

Form of charter-certificate under general law.
Form of charter-illustration.

De facto corporations.

Amendment of charter.

First meetings and elections of directors and officers.

The by-laws.

Opening of corporate books and records.

CHAPTER 4.

Sec. 25.

PROMOTERS OF CORPORATIONS.

Corporations defined.

Sec. 26.

Liability of stockholders or corporation for acts of promoter.

Form, manner and effect of subscribing to stock.

Fraud in securing stock subscriptions.

Subscriptions upon condition.

Sec. 40.

Liability of stockholders for payment of stock

for benefit of creditors.

(1)

(2)

General observations.

The "trust fund" doctrine.

(3) Cases in which subscriber has not paid his

subscription.

(4)

Cases in which property received in pay-

ment for stock is claimed to be over-

valued-general statement.

(5) Cases in which property received in pay-

ment for stock is claimed to be over-

valued the true value rule.

(6) Cases in which property received in pay-

ment of stock is claimed to be over-

valued-the good faith rule.

(7) Same-speculative value rule.

(8)

Sec. 41.

Sec. 42.

Sec. 43.

(9)

Liability of transferee of stock for use of creditors.

Effect of creditor's knowledge.

Calls for payment.

Payment required by statute as condition precedent.

Forfeiture of stock for non-payment.

CHAPTER 8.

RIGHTS OF STOCKHOLDERS.

Sec. 44. In general.

Rights Growing Out of the Stockholders' Relationship, as Such.

Stockholder's rights to dividend.

A. The

Sec. 45.

Sec. 46.
Sec. 47.

Right of stockholder to prevent ultra vires acts. Right of stockholder to prevent a change in the charter in material respects.

Sec. 48.

Right of stockholder to inspect corporate books and records.

B. Rights Growing Out of Special Contracts Made by Corporation with Stockholders.

Sec. 49.

Sec. 50.

Sec. 51.

Right of stockholder to contract and deal with corporation.

Same with respect to stock subscription.

CHAPTER 9.

STOCKHOLDERS' MEETINGS.

A. In General.

Right of stockholders to hold and attend meetings.

Sec. 52. Purpose of stockholders' meetings.

Sec. 53.
Sec. 54.

B. Regular and Special Meetings.

The annual and other regular meetings.
Special meetings.

C. Calls, Notices and Waivers.

Sec. 55.

Notice of annual meetings.

Sec. 56.

Sec. 57.

Call and notice of special meetings.
Waiver of notice of meetings.

Sec. 58.

Sec. 59.

D. Attendance and Vote.

Attendance may be in person or by proxy. Voting powers of trustees, executors and pledgees.

Sec. 60.

Voting trusts.

Sec. 61.

Who entitled to vote-closing books.

Sec. 65.

Sec. 66.

Sec. 67.

E. Organizing the Meeting and Transacting Business.

The officers of the meeting.

Order of business.

Adjournment.