bound so closely. Some part of the capital is specified as a minimum amount with which the corporation may begin business, and this amount is named in the charter. As soon as this amount is subscribed, the subscriptions are enforceable. The amount should be set out in the subscription agreement as that with which the corporation will begin business. The subscription book contains the names and addresses of the subscribers for stock, and the number of shares subscribed by each. A small book serves the purpose usually, unless the corporation is very large and the prospective stockholders are many. In a small corporation a single sheet of paper is oftentimes used, or small, individual subscription blanks are printed. These blanks are sometimes used in forming large corporations and the subscription book is used as a mere record. To make a subscription contract binding, it must name the par value of the stock subscribed. It should also name the amount of capital stock. The following form may be used as a page contract and record, where there are no special conditions and stipulations: CHICAGO, ILL., September 12, 1904. We, the undersigned, hereby severally subscribe for the amount of the capital stock of The Gray Manufacturing Company set opposite our respective names, and agree to take and pay for the stock at its par value, in cash, on demand of the treasurer of the company, at the office of the Union Trust Company, of Chicago, Ill. The capital stock of said corporation is to be $100,000, divided into 1,000 shares of $100 each, par value. (Provide four columns to follow here. In the first is set down the dates of subscription; in the second, the signatures of the subscribers; in the third, the number of shares subscribed by each; in the fourth, the addresses.) We, the undersigned, subscribe our names in witness to the foregoing subscriptions and signatures, in the city of Chicago, state of Illinois, this 20th day of September, 1904. JAMES GRAY, President. If the corporation is issuing both common and preferred stock, the agreement should recite the total amount of capital stock, MOD. BUS. CORP.-12 the number of shares, how much of it is common and how much preferred, and the par value of the shares. Then a column should be placed in the subscription book, after the column in which is to be written the number of shares subscribed, to denote whether the shares subscribed are common or preferred. Care should be taken to make the subscription "we subscribe," and not "we agree to subscribe," which has a different meaning. When there are special conditions attaching to a subscription, they should be set out in detail. It may be suggested that inserting unlawful conditions will make such a subscription contract void. When a prospectus has been sent with subscription blanks, it has been considered that the representations made in it must be fulfilled by the corporation in order to make the subscription hold. § 73. Instalment and Instalment Scrip Books. Sometimes stock is to be paid for at given times, in given per cents, till the payment is completed. The instalment book consists of the instalment lists, one of which is made out just before an instalment is due. These lists, each of which is headed by the number of the instalment and the per cent., are made up from the subscription book, and contain several columns. The first gives the date the instalment is due; second, the name of each subscriber; third, the number of shares; fourth, the amount of the instalment due (in dollars); sixth, interest on instalments (for use when the instalment is not paid on due date); seventh, amount received on instalments; eighth, ledger folio; ninth, date of payment of instalments. The individual subscribers are credited for payments in the stock ledger accounts, and the totals of instalments paid are carried to the general cash book. The instalment scrip book is a receipt book made with special reference to the instalments to be paid. When all the instalments are paid, these receipts are returned to the corporation by subscribers, and given in exchange for certificates of stock, one certificate, of course, being issued for one complete series of instalment scrips. The following is a form for such scrip, consist ing of stub and receipt. Brackets [] indicate blanks to be filed by the secretary: $74. The Corporation Calendar. Every corporation should have a corporate calendar as a reminder of those formal matters of corporate concern that must be attended to at stated times. The calendar is a book or card of memoranda, arranged in chronological order, relative to such matters of corporate procedure and business as paying taxes (franchise, county and city), notices of stockholders' and directors' meetings, reports to state officials, etc. In preparing a calendar, the secretary of the corporation will examine the statutes of the state under which the corporation is organized, and the statutes of the state or states in which it is doing business, so as to include in the calendar all the obligations imposed on the corporation and the time for performing the obligations. The following corporate calendar is prepared for the year 1905, for a corporation which, according to the statute under which it was organized, the laws of the place where it is doing business, and its own by-laws, holds its annual stockholders' meeting on the last Monday in January, a directors' meeting on the first Tuesday in each month, makes an annual report to the state auditor on the last day of January, lists its property for taxation March first, is entitled to a hearing before the taxing board within the last half of the month of June, pays taxes on or before the first Mondays of May and November, pays a semi annual dividend following the directors' meetings in January and July, closes its stock-transfer books twenty days before each stockholders' meeting, and requires five days' notice of directors' meetings and ten days' notice of stockholders' meetings. In the case of reports, payment of taxes, etc., it is well to make a memorandum ten days or more before the expiration of the time allowed for completing the work. When the regular day for doing any act, such as giving notice, etc., falls on Sunday, the memorandum is made on the preceding Saturday. The July meeting of the directors falling on a holiday (the Fourth) the calendar provides for holding the meeting on the next day. Corporate calendar of the ...... Company of ..... 1905. January 3. Directors' meeting. 5. Payment of semi-annual dividend. 10. Close transfer books for annual stocksholders' meeting on January 30. 20. Notify stockholders of annual meeting on January 30. 21. Prepare annual report for state auditor before January 31. 30. Annual meeting of stockholders. 31. Forward annual reports to state auditor. February 2. Mail notices of directors' meeting on February 7. 7. Directors' meeting. 18. Prepare for listing property for taxation March 1. March 1. List corporation property for taxation. 2. Mail notices of directors' meeting on March 7. 7. Directors' meeting. 30. Mail notices of directors' meeting on April 4. April 4. Directors' meeting. 21. Taxes must be paid within ten days. 22. Mail notices of directors' meeting on May 2. May 1. Last day for paying taxes. 2. Directors' meeting. June 1. Mail notices of directors' meeting on June 6. 5. Tax Board of Review meets June 15. 6. Directors' meeting. 15. Tax Board of Review meets. 29. Mail notices of directors' meeting on July 4-5. July 4. Holiday. 5. Directors' meeting. 6. Payment of semi-annual dividend. 27. Mail notices of directors' meeting on August 1. August 1. Directors' meeting. 31. Mail notices of directors' meeting on September 5. September 5. Directors' meeting. 28. Mail notices of directors' meeting on October 3. October 3. Directors' meeting. 21. Taxes must be paid by November 6. November 2. Mail notices of directors' meeting on November 7. 6. Last day for paying taxes. 7. Directors' meeting. 30. Mail notices of directors' meeting on December 5. December 5. Directors' meeting. $75. BOOKS REQUIRED BY LAW. The kind of books a corporation keeps is usually left to the discretion of its directors. But there are laws in some states which require that corporations shall keep a certain book (it is almost invariably a stock book) or books. The New York law, for instance, requires that "every stock corporation must keep at its office correct books of account of all its business and transactions, and a book to be known as a stock book, containing an alphabetical list of stockholders of the corporation showing residence, number of shares held by each, the time when they became owners, and the amount paid thereon." A board of directors of |