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[Numbers refer to pages.]

Employees (Continued)

compensation of, 71.

embezzlement by corporate employee, penalty, 327.
payment of wages regulated, 250.

president's salary not a preferred claim, 55.
wages of, priority of, in case of insolvency, 201.

Errors in Certificate of Incorporation

amended certificate for correction of, 251.
proceedings for, 251, 252.

Errors in Conveyances

correction of, by corporate officers, 297.

Estoppel

acceptance of benefits of ultra vires contract, 22.
application of rule against corporation applies

holder, 22.

assent of stockholders to transaction, 22.

laches in stockholders' suits, 4, 22.

ultra vires, when not a defense, 20-22.
validity of bonds, estoppel to deny, 9, 10.

Evidence

administrator's and executor's right to vote, 131.
books kept out of state, order to produce, 142, 146.
certified copy of certificate of incorporation, 44.
minutes of board of directors, 52, 147.

ownership of shares, certificate of stock as, 83, 84.
stock book respecting right to vote, 117-119, 131.
transfer book, in case of discrepancies, 131.

Execution

against corporation, 171.

to stock-

condition precedent to issue of, in certain cases, 216.
duty of agent in charge, 171.

satisfaction of, 172.

Executive Committee

delegation of power to, by directors, 59.

Executors and Administrators

investments by, 127.

rights at stockholders' meetings, 127.

voting by, 127, 131.

evidence of right, 131.

[Numbers refer to pages.]

Extension of Corporate Existence

authority to make, 100, 103, 244.
effect of, on existing powers, 244.

Existence

admission of, in certain actions, 2, 3.

allegation of, in suits, 2.

challenge of, by quo warranto proceedings, 47.
collateral attacks upon ineffectual, 46, 47.

duration of, to be fixed, 35.

extension of, 100, 103, 244.

effect of, on existing powers, 244.

maximum term of, not limited by statute, 42.
nature of, 47.

renewal of, proceedings for, 244-246.

validity of, may be tested by state, 47.

[blocks in formation]

schedule of, payable to secretary of state, 709.

Filing

certificate of incorporation, 44.

effect of, if defective, 37, 46.

certificate of payment of capital stock, 98.

penalty for failure to file, 99.

corporate existence, begins upon, 46.

fees for, 241.

table of fees payable for, 709.

Foreclosure of Mortgage

bondholder may institute suit for, 9.

cestui que trustent as parties, 9.

notice, neglect to give, bondholders' rights, 11,

sale, equity action to set aside, 9.

[Numbers refer to pages.]

Foreclosure of Mortgage (Continued)

trustee's action for, 8.

bondholder's claims not to be litigated in, 8.
bondholders as parties, 9.

Forfeiture of Charter

acts in excess of powers, liability for, 23.
failure to elect directors does not effect, 132.
legislature, power to declare, 25.

liability for because of acts ultra vires, 23.
non-payment of franchise tax, 275.

repeal by governor, 275.

power of renewal, 278.

usurpation of powers creates liability for, 23.

Forfeiture of Shares

neglect to pay assessments, 97.

Foreign Corporations

actions by, when not maintainable, 220.

agent of, address of, to be stated in every certificate, 139.

agent of, to be designated, 218.

death, removal or disqualification of, 221.

annual report to be filed by, 136-137.

failure to file, penalty, 138.

attachments against, 223.

authority to transact business in state, 217.

revocation of, for failure to appoint agent, 138, 221.

certificate of incorporation, copy of, to be filed, 218.

attestation of, by president and secretary, 218.

contracts made in this state by, 220.

doing business, meaning of term, 219, 220.

fee payable by on filing charter, 241, 242.

internal affairs of, not subject to interference, 20.

liability of stockholder, 93.

mandamus upon, service of, 224.

officer of, when privileged from service of process, 212.

principal office, location, to be given in all reports, etc., 139,

140.

designation of, before transacting business, 218.

process against, service of, 210-213.

agent to be designated to receive, 218.

real estate may be acquired and held by, 217.
receiver of, appointment, 186.

retaliatory tax law, 223,

[Numbers refer to pages.]

Foreign Corporations (Continued)

service of writs upon, 224.

subject to general corporation law, 217.

substituted service against, 138, 221.

table of fees payable by, 709.

taxes and fees payable by, 224, 241.

transaction of business in state without authority, penalty,

222.

validity of statutes imposing terms upon, 219.

Founders' Shares

creation of, permitted. 80.

Franchise

forfeiture of, for acts ultra vires, 23.

surrender of, by incorporators, 117.

tax upon, 263.

preferred debt in case of insolvency, 206.

General Corporation Law

banking powers, prohibited under, 24.

certificate of incorporation under, 34.

contents of, 34, 35.

formation of corporations under, 28.

provisions of, become part of charters, 28.
purposes of corporations formed thereunder, 28.

General Franchise Tax

action maintainable to collect, 272.

annual report, to State Board of Assessors, 263.

failure to make, penalty for, 270.

false report, penalty for, 270.

application of the act, 266.

basis of the tax, 267.

duties and powers of state assessors, 271.

erroneous assessments, correction of, by court, 281.

excessive assessment, readjustment of, 279.

right of, waived after three months, 280.

illegal assessments to be refunded, 280.

injunction in case of arrears in, 273.

insolvent corporation, payment by, 267.

preferred debt in case of, 272.

manufacturing corporations, exemption in favor of, 263, 264,

268.

meaning of the term "manufacturing," 268, 269.

[Numbers refer to pages.]

General Franchise Tax (Continued)

nature of the tax, 266.

non-payment for two years, charter voidable, 274.

attorney-general may proceed against corporation, 276.
extension of time by governor, 274.

governor's proclamation for repeal of charter, 275.

penalty for exercise of powers after, 275.

renewal of charter after, 278.

inadvertences relative to, correction of, 277.
receiver may be appointed, 276.

rate of tax, 263, 264.

General Stock (see Common Stock)

term synonymous with "common stock," 77.

Governor

extension by, of time to pay franchise tax, 274.

repeal of charters by, for non-payment of franchise tax, 275.
proclamation for, to be filed and published, 275.

penalty for exercise of powers after, 275.
inadvertences in payment, correction, 277.

Guarantee of Bonds

power to make, 10.

Guarantee of Dividends

power to make, 20.

Guardians

rights at stockholders' meetings, 127.

voting by, 127, 131.

Holding Companies

authority for, 163.

monopoly arising from, 164.

voting by, 163.

Hypothecated Stock

voting upon, regulated, 127.

Incorporators

addresses of to be in certificate of incorporation, 35.
amendment of certificate of incorporation by, 100.
certificate of incorporation may be amended by, 100.
first meeting of, 72.

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