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partner is soon realized when it is noted that a stockholder, in general, is not liable in his outside property for the debts of an insolvent corporation, except for the amount of the unpaid part of the stock held by him. This is an almost universal rule in the United States. In Arizona, California, Indiana, and Minnesota, a stockholder is liable for a share of the debt proportionate to the total stock owned. In Arizona, a stockholder is proportionately liable unless especially restricted in the charter of the corporation. California and Minnesota, however, exempt manufacturing and mechanical corporations from this rule, and Indiana exempts manufacturing, mercantile, and mining corporations. In Kansas, the liability is equal to the amount of stock owned. That is, ten thousand dollars face value of stock makes the owner approximately liable for ten thousand dollars of corporation debts. In Ohio, the rule is the same for all debts contracted previous to November 23, 1903; after that date, stockholders are only liable according to the general rule. In Idaho and Louisiana (as also in Great Britain) a stockholder's liability is only limited where the word "limited" or "ltd." is used as part of the title on the stationery, advertising, official signs, etc. In Delaware, Nevada, and Utah the liability of the stockholder may be extended to any amount fixed upon.

In Florida, Illinois, Iowa, and Nebraska, stockholders are held liable as partners if the laws as to the organization of corporations are not strictly complied with.

In every state except Arkansas and California, a stockholder is liable in his private estate for all unpaid balances on his stock. He cannot buy stock on margin and take profits on the face value, and yet escape liability for the remainder if the corporation is insolvent. In Connecticut, a corporation has a lien on the shares, and may sell them on twenty days' notice after twice advertising. But before execution can be levied for stock (or in Massachusetts for any debt), a court judgment must be returned unsatisfied. In Connecticut, Delaware, Massachusetts, Missouri, New York, and North Carolina, the court must be satisfied that the corporation property is insufficient to satisfy the debt. In North Dakota, transfer of stock does not release from liability, nor in Georgia does transfer within six months before insolvency or dissolution of the corporation. In Kentucky

and New York, liability ceases two years after transfer; in Maine and Mississippi, after one year. In Nebraska and Illinois it is specifically stated that liability follows the stock in the hands of subscription owners; so that buyers must take special care to have a sworn statement that the stock is fully paid, or make their price to accord. In Illinois, an assignor and assignee are jointly liable; if the assignee has had notice of the fact he is liable alone. In New Hampshire, the liability continues until a sworn statement is filed that the capital stock is fully paid up. In a number of States, the stockholders thus sued for unpaid subscriptions has a right of suit against the other stockholders to enforce contributions from them; to wit: Connecticut, Florida, Indiana, Iowa, Massachusetts, New Jersey, Pennsylvania, and Rhode Island. In New York, the liability of stockholders is only for debts sued for against the corporation within two years after they become due, or for debts that have not more than two years to run originally. In Maine, the liability exists only for debts contracted within one year after the transfer. In Utah, an action must be brought within three years after the facts are discovered.

In several States, employees of a company, or those to whom it is indebted for labor, have an individual lien on the stockholders. These States are Indiana, Massachusetts, Michigan, New York, North Dakota, Oklahoma, Pennsylvania, South Dakota, Tennessee, and Wisconsin.

Powers of Directors.

The affairs of every corporation are under the immediate control of its board of directors. Their powers, however, may generally be limited by inserting such limitations in the certificate of incorporation. Ordinarily, directors have the power to elect the officers, and generally may remove them at pleasure. In almost all States the board of directors may fill vacancies in their own board. On the dissolution of a corporation the directors act as trustees of the property; a few of the peculiar provisions follow: In Alabama, the directors may mortgage or convey the property of the corporation without the consent of the stockholders, to secure money borrowed or debts contracted. In Alaska and Arizona, the powers of the directors are fixed by the

certificate of incorporation. In Connecticut, it is held that the judgment of the board of directors as to the value of property given for stock is final. In Illinois, the directors have the power to adopt by-laws. In Massachusetts, their powers are entirely dependent on the by-laws. In Missouri, at least three of the directors must be at all times citizens and residents of the State.

Liabilities of Directors.

In general, directors occupy practically the position of trustees, and consequently, any act which they may do contrary to law, or contrary to the provisions of the certificate of incorporation or the by-laws, subjects them to severe penalties. It has been pretty thoroughly decided, however, that in order to hold directors responsible for wrong done, the particular act must be brought home to them that they attended the meeting at which it was decided to do the particular act and voted in favor of doing that act, or that they stayed away purposely, knowing that the question was to be decided at that meeting. It is almost invariably held that directors are personally liable for making unauthorized dividends. They have no right to increase or to reduce the amount of capital stock without the express sanction of the stockholders; and in general, they are personally liable for passing property of the corporation to an individual for the purpose of defrauding creditors. They also incur liability for not making such reports as are provided for by law. A few of the peculiar regulations of the different States are stated below.

In Arizona there are severe provisions against all fraud to creditors, which charge the directors with full knowledge even when absent from meetings. Protection for the director is granted only by his entering his dissent in writing on the minutes, or by resigning.

In California, directors who were absent from any meeting where any illegal act was done can protect themselves by entering their dissent on the record.

In Connecticut, directors are held liable for fraudulent valuation of property taken in payment for stock.

In Delaware, directors are liable for failure to publish certificates of reduction of capital stock. Directors are also liable

for loans made to officers of the corporation, or made to stockholders for the security of its stock.

In Illinois, if the corporate debts at any time exceed the amount of the capital stock, the assenting directors are personally liable for such excess.

In Indiana, directors are liable for paying dividends when the company is insolvent, or if the paying of the dividends render it insolvent. To avoid liability, dissenting directors must file their written objection with the County Clerk and with the secretary of the company.

In Maine, directors are subject to a fine not to exceed $2,000, and imprisonment for not less than a year, for voting a dividend to the prejudice of the corporation; and they are also liable to creditors for the amount of the dividend so paid.

In Ohio, the rules for calculating profits are prescribed; and for any violation of these regulations the directors, are personally liable to stockholders and creditors for any loss sustained.

Powers and Liabilities of Officers.

The officers are under the immediate control of the board of directors, and are given just the powers that the by-laws and the board of directors delegate to them. Officers can be removed by the board of directors at pleasure; and in order to protect themselves from personal liability for their acts, should invariably ask the board's approval by resolution of what they have done, if they could not obtain it before acting.

In general, the president of the corporation must be a director, and is elected by the board of directors. It is thus specified in Arkansas, Missouri, Montana, Michigan, Massachusetts, Indiana, Nebraska, Nevada, New Jersey, New York, Pennsylvania, South Carolina, South Dakota, Colorado, and Connecticut.

In Delaware, the officers may be elected by the board of directors or by the stockholders, as the by-laws prescribe.

In Indiana, officers are liable for issuing stock as full paid when in fact it is not so. Officers hold office until their successors are chosen. Invariably, the officers who make false statements or file false reports are held liable to the persons injured by reason of these reports.

EMPLOYERS' LIABILITY ACTS.

At common law, where an employee was injured by the act or omission of another employee engaged on the same work, the employer was generally held not liable. This is still the rule in States which have not passed what is known as "Employers' Liability Acts." It was to obviate this apparent injustice that these acts have been passed. The "Pioneer Act" is an English one of 1880; and the subsequent acts which have been passed in several different States of the Union, Australia, and portions of Canada, are all modeled after it. They substantially provide as follows:

I. If an employee, using due care and diligence, is injured a. By reason of any defective condition of ways, works, or machinery connected with or used in the business of the employer, which defect had not been discovered or remedied owing to the negligence of the employer, or of any person in his service whose duty it was to see that such ways, works, or machinery were in a safe condition, or

b. By reason of the negligence of any person in the service of the employer who is entrusted with, or whose principal duty is that of, superintendence; or in the absence of such superintendent, the negligence of the perso: undertaking such superintendence with the authority or consent of the employer,

The employee, or in case of fatal injury, the employee's executor or administrator (where a husband, wife, or next of kin survives), has the same rights of compensation and remedy against the employer as if the employee had not been in the service of the employer nor engaged in his work.

2. No action for recovery or compensation shall be had unless notice of the time, place, and cause of injury is given within one hundred and twenty days, and action started within one year. This notice must be in writing, and signed by the party injured or by some one authorized by him.

3. If the employee dies before giving notice as above provided, then the executor or administrator has sixty days from the time of his appointment in which to serve the above notice. The notice should be served by leaving the same at the residence or

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