Corporate Organization and Management

Capa
Ronald Press Company, 1917 - 778 páginas
 

Índice

Effect of Failure to Incorporate
37
WHERE TO INCORPORATE 36 General
39
Domestic Incorporation 38 Foreign Incorporation
40
Cheap Incorporation
44
Reputation of Different States
45
Liabilities Imposed in Different States
46
Protection of Minority in Different States 43 General Rules for Selection of State
47
COST OF INCORPORATION 44 General 45 Organization Fees and Annual Taxes 46 Avoiding Fees and Taxation 47 Counsel Fees 48 Corporate Eq...
49
Basis of Capitalization
50
Capitalization at Less than Real Values
51
Capitalization at Real Values
52
Capitalization on Earning Capacity
53
Capitalization of GoodWill
54
Form of Capitalization
55
Bond Issues
56
Capitalization as Affected by Financial Ex igencies
57
58 Capital Stock
58
PREFERRED STOCK
65
66 Nature and
66
Preference as to Dividends
67
Preference as to Assets
68
Shares
69
Participation in General Dividends
70
Redemption Right
71
Voting Rights
72
Certificates of Stock
73
Unissued Stock
74
Issued Stock V 63 FullPaid Stock
75
Watered Stock
76
Common and Preferred Stock 65 Other Classifications
77
Legal Status of FullPaid Stock
78
Certificates for FullPaid Stock XI TREASURY STOCK
94
80 Definition
96
Origin
97
Transfers to Corporation
99
Transfers from Corporation 84 Legal Status of Treasury Stock
100
Stock of Other Corporations Held in Treas
101
Part IVCorporate Control XII STOCKHOLDERS 86 General
102
Functions 88 Rights
103
1 Notice of Meetings and Voting
104
2 Dividends and Participation Rights
106
3 Distribution of Assets on Dissolution 92 4 Inspection of Books
108
Special Charter Rights
110
Statutory Rights 95 Powers
111
1 To Amend Charter 97 2 To Adopt Repeal or Amend Bylaws
112
3 To Elect Directors 99 4 To Sell Entire Assets
113
5 To Dissolve the Corporation 101 6 Special Powers
114
Liabilities
115
DIRECTORS 103 Powers of Directors
118
BYLAW PROVISIONS Relating to OFFICERS
128
Part VThe Charter
137
STOCK CLAUSES 139 General
139
Classifications
140
Common Stock
141
Preferred Stock
142
LOCATION AND DURATION OF CORPORATIONS 143 Domestic and Foreign Corporations
143
INCORPORATORS
144
Principal Office
145
Duration
146
THE BOARD OF DIRECTORS 147 Qualifications
147
Number
148
Authority
149
Power to Pass ByLaws
150
Classification
151
Standing Committees
152
SPECIAL PROVISIONS 153 General
153
THE CORPORATE PURPOSES
154
Cumulative Voting
155
Classification of Stock
156
Corporate Stockholding
157
Limitations on Indebtedness
158
Limitations on Salaries
159
PAGE
160
161 General
161
Signing and Acknowledgment
162
Filing
163
Certified Copies
164
AMENDMENT OF CHARTER 165 General
165
VOTING TRUSTS
170
Arrangement
171
Preparation
172
Adoption of First ByLaws
173
BYLAW PROVISIONS RELATING TO STOCK 174 Preliminary
174
Certificates of Stock
175
Transfers of Stock
176
Transfer Agent and Registrar
177
Stock and Transfer Books
178
Preferred Stock
179
Treasury Stock
180
Lost Certificates
181
BYLAW PROVISIONS RELATING TO STOCKHOLDERS 182 Annual Meetings
182
Special Meetings
183
Officers of Meetings
184
Notice of Meetings
185
Subject Matter
186
Procedure
187
Part VIThe ByLaws XXV GENERAL CONSIDERATIONS
188
Subject Matter
189
Power to Make
190
Order of Business
191
BYLAW PROVISIONS RELATING TO DIRECTORS 192 General Considerations
192
Number and Qualifications
193
General Powers
194
Term of Office
195
Classification
196
Removal
197
Vacancies
198
Meetings
199
Notice of Meetings
200
Quorum
201
Election of Officers
202
Removal of Officers
203
Compensation of Directors
204
Power to Pass ByLaws
205
Order of Business
206
BYLAW PROVISIONS RELATING TO STANDING COM MITTEES 207 Purpose
207
Appointment
208
Composition
209
Powers
210
Procedure
211
212 Enumeration
212
Presiding Officers
213
Secretary
214
Treasurer
215
Managing Officers
216
Counsel Auditor
217
Assistant Officers
218
Delegation of Official Powers
219
Salaries
220
Removals Vacancies
221
General
222
Dividends
223
Reserve Funds
224
Limitations of Debt
225
Bank Deposits
226
SUNDRY PROVISIONS 227 General
227
Corporate Seal
228
Penalties
229
Amendments
230
FIRST MEETING OF STOCKHOLDERS 231 General
231
Preparation of Minutes
232
Conduct of First Meetings
233
Opening the First Meeting of Stockholders
234
Reception of Charter
235
Adoption of ByLaws
236
Election of Directors
237
Exchange of Stock for Property
238
Other Business
239
31
240
Minutes
241
Opening the First Meeting of Directors
242
Election of Officers
243
Adoption of Stock Certificate
244
PAGE
245
Exchange of Stock for Property 247 Treasurers Bond Depositary
247
Other Business
248
Part VIIIStock Records and Stock Transfer
261
TRANSFER OF STOCK
271
13
283
RollCall
284
Proxies
285
159
286
RULES REGULATING TRANSFERS
287
96
289
39
296
STOCK TRANSFER
303
Reading of Minutes
316
Annual Reports
317
Election of Directors
318
Voting at Elections
319
49
321
Other Business
322
Adjournment
323
Signing Minutes
324
SPECIAL MEETINGS OF STOCKHOLDERS 295 Special or Called Meetings 296 Call for Meeting
325
Notice of Special Meeting
327
Consent Meetings
328
Opening Formalities 300 Special Business
329
Adjournment
330
102
331
Purposes of Meetings 305 Assembling Meetings
332
MINUTES OF MEETINGS 317 The Corporate Books 318 The Minute Book
342
PAGE
343
Form and Subject Matter of Minutes
344
Recording the Proceedings
345
Approval and Amendment of Minutes
347
Cut and Dried Minutes
349
Collections
357
RELATION OF TREASURER TO OTHER CORPORATE
358
58
360
THE TREASURERS LIABILITIES
366
THE TREASURERS BOND
375
195
380
THE TREASURERS REPORTS
387
118
389
Custody of Corporate Funds
392
Disbursement of Corporate Funds
393
Return of Corporate Funds
395
DIVIDENDS 362 Declaration of Dividends
396
Profits and Dividends
399
162
400
Equality of Dividends
401
Appointment and Removal of Officers and Agents
402
Legal Status
403
Status of Declared Dividends
404
Restriction of Stock Sales
405
HOLDING CORPORATIONS 406 General
406
DIVIDENDS Continued 367 Form of Dividends
407
Cash Dividends LI BONDS 369 Dividends Not in Cash
408
1 Stock Dividends
409
165
410
3 Scrip Dividends
411
4 Property Dividends
412
Notice of Dividends
413
To Whom Paid
414
Payment of Dividends
417
Illegal Dividends
419
Liability for Illegal Dividends
420
Treasurers Liability as to Dividends
421
380 Nature of a Bond
423
Authorization of Bond Issues 382 Statutory Provisions
425
Debentures
426
Mortgage Bonds
427
Coupon Bonds 386 Form of Bond
428
Form and Nature of Coupon 388 Trustees Certificate
429
201
430
Recitals of Deed of Trust
431
Execution and Filing of Deed of Trust 392 Sinking Fund
433
Sale of Bonds
434
Liabilities of Vendor 395 Rights of Holders
435
Redemption of Bonds
436
Investment Value of Bonds
437
Kinds of Bonds
438
ShortTerm Notes
442
PAGE
445
Limitations on Use of Holding Companies
456
Parent Companies
458
CONCERNING PROMOTERS 413 The Promoters Function
460
The Promoters Relation to Corporation
461
Illegal Arrangements
462
PAGE
463
396
465
Legitimate Arrangements
466
Incidental Liabilities of Promoter and Cor poration
469
Restrictions on Sale of Stock
470
Underwriting
471
PROTECTION OF MINORITY 420 General 421 Rights of Minority at Common
473
Encroachment on Minority Rights
474
Protective Measures
476
Cumulative Voting
477
225
479
Classification of Stock 426 Voting Trusts
480
Special Arrangements
481
Annual Audits 429 Charter Limitations
482
Legal Remedies
484
407
486
INCORPORATING A PARTNERSHIP 431 General
488
Name
489
Capitalization
490
Exchange of Property for Stock
492
Stock Adjustments
493
Board of Directors
494
Close Corporations and Their Conduct
499
CONSOLIDATION REORGANIZATION AND DISSOLUTION
506
Part XIIIAllied Forms of Organization
513
172
514
208
525
Advantages of the Voluntary Association
532
CHARTER FORMS
543
New York Charter
551
CHAPTER PAGE
555
BYLAW FORMS
573
FORMS OF SUBSCRIPTION LISTS
584
RECEIPTS FOR STOCK SUBSCRIPTIONS
590
Stock Book to be Kept by Corporations
604
FORMS FOR FIRST MEETINGS
609
Minutes of Stockholders Meeting
610
Call and Waiver of NoticeStockholders
613
Proxy
614
Inspectors Oath and Report
615
Waiver of Notice of Assessment 35 MinutesDirectors
616
Call and WaiverDirectors
619
Secretarys Oath of Office
620
Proposal to Exchange Property for Stock
621
Assignment of Subscriptions
622
Call for First Directors Meeting
623
Secretarys Certificate to Resolution
624
OPTION AGREEMENTS Form 42 Option on Capital Stock
625
Option on Business and Property
627
Option on Real Estate
628
Assignment of Option PAGE 609
629
CALLS ANd Waivers for STOCKHOLDERS MEETINGS
631
Call and Waiver for Special Meeting
632
Presidents Call for Special Meeting 48
633
Directors Call for Special Meeting 50 Directors Instructions for Special Meeting
634
Directors Resolution for Special Meeting
635
Stockholders Request for Special Meeting 53 Presidents Indorsement of Stockholders Request
636
Stockholders Call for Special Meeting
637
CALLS AND WAIVERS FOR DIRECTORS MEETINGS Form 55 Call and Waiver for Special Meeting
638
Agreement for Consent Meeting
639
Presidents Call for Special Meeting 58 Directors Call for Special Meeting
640
NOTICES OF MEETINGS Form 59 Notice of Special Meeting of Stockholders
641
Publication Notice of Special Meeting of Stockholders 61 Publication Notice of Special Meeting of Stockholders
642
Notice of Annual Meeting
643
MOTIONS AND RESOLUTIONS
656
Directors Resolution Authorizing Issue
662
INCIDENTAL FORMS
667
MINUTES OF CORPORATE MEETINGS
674
REPORTS
682
325
685
423
686
MISCELLANEOUS NOTICES
689
Dividend NoticeMailing
691
Publication
692
Notice Accompaning Dividend Check 128 Dividend Notice 129 Dividend NoticeCommon Stock
693
Dividend NoticeCommon and Preferred Stock 131 Dividend NoticeMailing Orders Requested
694
Mailing Order for Dividends NOTICES OF APPOINTMENT 133 Notice of Election as Director
695
Notice of Election as DirectorAcceptance Requested
696
Notice of Election as General Manager 136 Tender of Position as Sales Manager
697
RESIGNATIONS
698
Resignation of DirectorEffective on Ac ceptance
699
Resignation of DirectorPeremptory 140 Resignation of DirectorFuture Date
700
Resignation of PresidentConditional 142 Resignation of Treasurer
701
CORPORATE AND OFFICIAL SIGNATURES
703
Official SignatureInformal 144 Formal 145 Corporate SignatureInformal 146 46 Formal
704
Testimonium ClauseCorporate Signature Seal Attested 148 Testimonium ClauseTwo Corporate Signa tures
706
Testimonium ClauseCorporate and Indi vidual Signatures 150 Testimonium ClauseSignature Affixed by Agent
707
CHECKS RECEIPTS AND NOTES
708
Countersigned 153 Official Signatures
709
Purpose Stated 155 Draft Form
710
Dividend Check 157 Indorsement of Corporate Check
711
Check for Deposit 159 Corporate Draft
712
CORPORATE RECEIPTS Form 160 Corporate Receipt 161 Officia Signature
713
Dividend Receipt CORPORATE NOTES
714
Corporate NoteBy President 164 Corporate NoteBy Treasurer 165 Collateral NoteOn Demand
715
Corporate NoteCollateral Security
716
CERTIFICATIONS Form 167 Certificate to Service of Notice
718
Affidavit to Service of Notice 169 Affidavit to Publication of Notice by Secre tary
719
Certified Resolution Designating Bank 171 Certification of Resolution Designating Bank
720
Certification of Resolution 173 Certificate of Election of Treasurer
721
44
722
Certification of Transcript from Minutes 177 Certification of MinutesPresident and Sec retary
723
Secretarys Affidavit to Minutes 179 Notarial Exemplification of Minutes
724
181
725
POWERS OF ATTORNEY CONTRACTS AND ASSIGN MENTS Form POWERS OF ATTORNEY 182 Power of AttorneyTo Receive Dividends
726
Power of AttorneyTo Collect Money 184 Power of AttorneyTo Make Delivery of Deed
727
Power of AttorneyTo Manage Sell and Deed Land
728
186
730
188
731
PAGE
734
INSTALMENT AND DIVIDEND BOOKS
736
THE CORPORATE CALENDAR
742
218
763
718
764
239
766
726
767
249
769
473
770
641
771
488
772
656
774
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Página 110 - The certificate of incorporation of any corporation may contain any provision for the regulation of the business and the conduct of the affairs of the corporation, and any limitation upon its powers, or upon the powers of its directors and stockholders, which does not exempt them from the performance of any obligation or the performance of any duty imposed by law.
Página 544 - The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.
Página 544 - Directors from time to time shall determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the...
Página 478 - In all elections for directors or managers of a corporation, each member or shareholder may cast the whole number of his votes for one candidate, or distribute them upon two or more candidates, as he may prefer.
Página 545 - Latter, all the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers, respectively, and that the facts therein stated are truly set forth.
Página 564 - ... stock to exercise all the rights and privileges of ownership, including the right to vote thereon, to the same extent as a natural person might or could do..
Página 725 - ... instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal ; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
Página 403 - But I am not aware of any case, in. which the Court...
Página 612 - On motion duly made and seconded, the following resolution was unanimously adopted : RESOLVED, That the principal office of this Company in the State of New Jersey shall be at No.
Página 734 - NOW, THEREFORE, TO ALL WHOM IT MAY CONCERN, be it known that, for and in consideration of the sum of...

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