§ 148. The Corporate Calendar. The corporate calendar is an affair of comparatively little importance, with small and "close" corporations, under no statutory obligations to make reports to State officers or to make publication of financial condition and the like. And yet few corporations making any pretensions to do business are so insignificant that a schedule of things of strictly corporate concern, to be done according to law at particular future dates, will not be found a wise safeguard against neglect and possible loss. Such schedule is called a "Corporate Calendar," and consists of memoranda of things to be done and the dates when they are required to be done, arranged in chronological order. It may be kept in a separate book devoted to that purpose exclusively, or it may be made out on a card and placed on or over the secretary's desk, or it may be in the form of memoranda under the dates on an ordinary calendar such as are in general use, so that in the transaction of routine business it will serve as a constant reminder. The skeleton calendar found below is a suggestion merely, and before attempting to prepare a calendar, the statutes of the particular State should be consulted, in order to ascertain what duties are imposed upon the particular class of corporations at particular dates. 1904. Form 131. CORPORATE CALENDAR. Jan. 2. Franchise (or other) State tax payable. Must be paid before ....... day of has been fixed at $........... Amount to be paid Jan. 5. Send out and publish notices of Annual Meeting to be held Jan. 15th. Jan. 12. Endeavor to obtain call and waiver of notice for January meeting Board of Directors. Jan. 14. Notice to be given of January meeting of Board of Directors to be held January ........, if not waived. Jan. 15. Annual Meeting of Stockholders at 10 o'clock A. M. Prepare rough minutes on sheets, blank tally sheets, oaths of inspectors, certificates, etc. Jan. 16. Meeting of Board of Directors at 10 o'clock A. M. Jan. 15. Annual Reports to State County ..... .... and to ........., due on this date, and must be made before the end of the month. Find time to prepare it immediately after Annual Meeting. Mar. 1. City (or County) assessment due between this date and the 15th of March. If not satisfactory when received, application for correction must be made to the Board of Equalization at its April meeting. Feb. 10. Notice to Directors (or call and waiver) of notice for meeting February 15th. Feb. 15. Meeting of Board of Directors, 10 A. M. Mar. 11. Notice to Directors (or call and waiver of notice) for meeting Mar. 16th. Mar. 16. Board Meeting, 10 A. M. Apr. 3. Meeting of Board of Equalization of Assessments. If this Company has any grievances consult Attorney. All other matters, such as date of payment of taxes, date of delinquency, penalties for non-payment, etc., may be entered. 15th. April 10. Notice (or call and waiver) of Board Meeting on April 15. May 10. May 15. Board meets at 10 o'clock A. M. (Same for each month.) CHAPTER XVI. Sharing in Profits of Corporation-Herein of Dividends. 149. Meaning of, and Rules Governing Dividends. 150. Dividends on Preferred Stock. 151. Resolution Declaring a Dividend. 152. Notice of Dividend. § 149. Meaning Of, and Rules Governing, Dividends. A dividend declared of the earnings of a company becomes thereupon the individual property of the stockholder, to be received by him on demand. It is a severance from the common fund of the company of so much for the use and benefit of each stockholder, in his individual right, which may be demanded by him, and if refused, becomes the subject of an action for money had and received to his use. After a dividend has been declared, each party entitled has a right in severalty to his particular proportion. The interests of those entitled to dividends becomes not only several and distinct, but positively adverse to each other, so that one can not be said to represent the other as to dividends already declared.1 The directors alone have the power to declare a dividend of the earnings of the corporation. To them the law entrusts the management of the corporate business, and they are best able to determine whether financial conditions will warrant the payment of a |