PREFACE. Heretofore no attempt has been made to provide a ready reference hand book for practical and general use by the attorney for corporations. The corporate officer or stockholder usually calls upon his attorney for advice and service upon some plain matter of business. Only in rare instances does it relate to a complicated or doubtful question of law. Usually some well established principle is involved, some proposition upon which the authorities are all one way and which only has to be stated or brought to the attorney's attention to satisfy him of its correctness. Appreciating this fact the writer of the present work, himself the author of an elaborate treatise on the law of private corporations, has, upon reflection, and further investigation in all cases of doubt, embodied herein only the fundamental principles of corporation law stated in their simplest form with explicit direction as to corporate management and the transaction of corporate business, with citations of only leading cases and authorities sufficient to show the soundness of the doctrines herein laid down. In connection with this, he presents a great number of forms. No matter of corporate business is likely to come before the lawyer for which a complete or easily adaptable form is not found in this work. This method of treatment will best serve the purposes of the lawyer until a tangled. matter of business arises which must be unravelled in court. Then he may have to carefully investigate other authorities, in order to point out fine distinctions, adopting the technical verbiage of the law. When this necessity arises he will resort to other and more elaborate treatises and to the reports of decisions; because this work does not purport to be a complete elucidation of corporation law, which would necessarily fill several large volumes. In other words it is meant as a work of ready reference in the course of everyday corporation business. In this sense and for this purpose, its usefulness will be as highly appreciated by the lawyer who has on his shelves one or more of the great works on corporation law as by the lawyer who only occasionally has a case involving the law of corporations and whose particular duties as attorney for corporate enterprises and corporate officers is to give advice with respect to mere matters of management. Great care has been taken to state legal propositions, which are borne out by authority and to present forms which have stood the test of judicial scrutiny. August 1st, 1904. T. CARL SPELLING. TABLE OF CONTENTS. 3. Individuality of Corporate Existence-Limitations upon 4. Kinds or Classes of Corporations. 9. Of the Articles of Incorporation of Corporation for 10. Articles Must Be Properly Authenticated and Filed. 11. Articles of Incorporation of Benevolent or Non-Profit- 12. Articles of Co-operative Association. 13. Parts of Articles Separately Considered-General Dec- 14. Parts of Articles Separately Considered-I. The Name 15. Parts of Articles Separately Considered-II. The Pur- 16. Parts of Articles Separately Considered-III. The Place Where Its Principal Business Is to Be Transacted. 17. Parts of Articles Separately Considered-IV. The Term 18. Parts of Articles Separately Considered-V. The Num- 19. Parts of Articles Separately Considered-VI. If There Be a Capital Stock, the Amount Subscribed and by 20. Statutory Requirements as to Contents of Articles. 21. Peculiarities of Certain States. 28. Authority and Power of Membership Assembled at 29. How Annual Meetings Conducted.-Limitations upon 30. What Constitutes a Majority. |