Neither the loss of all the corporate property, nor a failure to hold regular meetings or to elect corporate officers, nor all combined, necessarily amount to a forfeiture of the franchise of a corporation. 50 A. 648. De facto directors. 123. Presumption in favor of acts of. 44 Mo. 154; 75 Mo. 408.

2 A.

Sec. 9732. Election of directors, etc.-votes, how cast.In all elections for directors or managers of any incorporated company, each shareholder shall have the right to cast as many votes in the aggregate as shall equal the number of shares of stock so held by him or her in said company, multiplied by the number of directors or managers to be elected at such election, and each shareholder may cast the whole number of votes, either in person or by proxy, for one candidate, or distribute them among two or more candidates; and such directors or managers shall not be elected in any other manner. (R. S. 1909, § 2973.)

Articles of incorporation may provide that the voting power shall be vested exclusively in holders of common stock, and that the holders of preferred stock, shall have no voting power where this is agreed upon by both the common and preferrea stockholders. State ex rel. v. Swanger, 190 Mo. 561, 89 S. W. 872; Tomlin v. - Bank, 52 A. 430.

The right of stockholders to vote in the election of directors on the cumulative. plan cannot be taken away by resolution or by-law of the majority of shareholders, and will not be affected by mere silent acquiesence in the act of others. Tomlin v. Bank, 52 A. 430. See Const., Art. 12, Sec. 6.

Stockholders, while holding an election of directors, may change their votes, though the result of the election is thereby altered. But they may not make any A number of changes and thereby embarrass the meeting. State ex rel. v. McGann, 64 A. 225.

In the absence of any statute, charter provision or by-law, on all questions in regard to the management of the corporation, or its business policies, a share should be the voting unit, and, in respect to the election of directors, such is the declared policy of this state. In re Mathiason Mfg. Co., 122 A. 437, 99 S. W. 502. Where a ballot is cast naming certain candidates for directors, but failing to give the number of votes cast for each or the number of shares for which the votes were cast, the same should be rejected and ignorance and inexperience of the proxy casting the ballot is no ground for relief. In re Mathiason Mfg. Co., 122 A. 437, 99 S. W. 502. Where all stockholders are present in person or by proxy, none can afterwards take advantage of any irregularity in the notice of the meeting. In re Mathiason Mfg. Co., 122 A. 437, 99 S. W. 502. Any manner of voting which shows the voter's choice and preserves secrecy is "voting by ballot." Bradley v. Cox, 271 Mo. 438, 197 S. W. 88.

Sec. 9733. Directors to appoint officers certain officers to keep office, where. The directors shall appoint one of their number president; they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the bylaws of the company: Provided, that the president, treasurer and secretary, or such other officer or officers as perform their duties, of all corporations other than railroad companies, shall have and keep their offices at the general office of the company in this state. (R. S. 1909, § 2974.)

Generally an officer of a corporation is not entitled to pay for services rendered the corporation, in the absence of any agreement made with the board of directors to compensate him. Wiano Land & Imp. Co. v. Webster, 75 A. 457.

President may without special authority from board perform all acts of ordi

nary nature, which by usage or necessity are incident to his office. 104 Mo. 531And when so permitted, such authority may be inferred. 49 A. 280. Power tc" remove a corporate officer for reasonable and just cause is one of the common-law incidents of all corporations. 119 Mo. 383. If agents, acting within the scope of their authority, act in a willful and malicious manner, and damage thereby ensue, the corporation is responsible. 55 Mo. 201, 3 A. 589. In absence of anything to the contrary in charter or by-laws a majority of directory will constitute a quorum and a majority of that quorum can do business of the board. 39 A. 453. Officers must act within the scope of authority to bind the corporation. 38 Mo. 228 But his authority may be implied from the manner in which he has been permitted to transact its business. 104 Mo. 531. Also 39 A. 460; 95 Mo. 467; 139 Mo. 1 149 Mo. 104, 181; 138 Mo. 576; 70 A. 364; 73 A. 135, 389; 74 A. 579; 75 A. 358 139 Mo. 627; 75 A. 455; 77 A. 422; 78 A. 463; 79 A. 352; 145 Mo. 418; 51 A. 67 72 A. 147; 84 A. 399; 89 A. 227. Directors are the business managers. 44 A. 172 Directors cannot act by proxy. 90 A. 603. Limit of authority of officers depends on the nature of the business of the corporation. 88 A. 62. Acts must be within the bounds of right and reason. 87 A. 590. Powers of agent may be inferred from continuous acts. 93 A. 185; 94 A. 94. Unauthorized acts of agent, when presumed ratified. 84 A. 268. Need not be ratified by board of directors. 87 A. 590 Liability of directors for negligence. 155 Mo. 514. Officer is entitled to compen sation if special provision is made for it. 107 A. 457. But cannot recover if he fails to perform duty. 105 A. 98.

Sec. 9735. In creation and organization, what necessaryincrease of capital stock-fees to be paid.-No corporation, company or association other than those formed for benevolent, religious, scientific, fraternal-beneficial or educational purposes. shall be created or organized under the laws of this state, unless the persons named as corporators shall, at or before the filing of the articles of association or incorporation, pay into the state treasury fifty dollars for the first fifty thousand dollars or less of the capital stock of such corporation or association, and a further sum of five dollars for every additional ten thousand dollars of its capital stock; and no increase of the capital stock of any such corporation, company or association shall be valid or effectual until such corporation, company or association shall have paid into the state treasury five dollars for every ten thousand dollars or less of such increase in the capital stock of said corporation or association; and it shall be the duty of said corporation or association to file a duplicate receipt of the state treasurer for the payments herein required to be made, with the secretary of state, as is provided by this article for the filing of articles of incorporation or association. (R. S. 1909, § 2976.)

The legislature cannot make a building corporation a benevolent corporation by a declaration to that effect, and cannot exempt it from paying the incorporation tax required by Art. 10, Sec. 21 of the Constitution. State ex rel. v. McGrath, 95 Mo. 193, 8 S. W. 425. A corporation organized for encouragement of debating. reading, enjoyment of rational social amusements and playing lawful games is exempt from payment of the tax. State ex rel. v. Lesueur, 99 Mo. 552, 13 S. W. 237. Where railroads file articles of agreement of consolidation, the tax must be paid, although they had each individually paid an incorporation tax formerly. State ex rel. v. Lesueuer, 145 Mo. 322, 46 S. W. 1075. See Const., Art. 10, Sec. 21.

The money required to be paid by incorporators as a prerequisite to the is suance of a certificate of incorporation is not a fee but a tax levied for revenue purposes and must be proportioned to the true value of the actual assets taken as

capital stock, irrespective of the proposed capitalization.

266 Mo. 435, 181 S. W. 90.

State ex rel. v. Roach,

The legislature may prescribe the conditions under which domestic corporations may be organized. Lukens v. Ins. Co., 269 Mo. 574, 191 S. W. 418.

Sec. 9736. Amendments to articles of incorporation-construction of act-tax on increase of stock.-All amendments to articles of association of corporations organized under the laws of this state, made and filed in the office of the secretary of state, are and shall be and become a part of the articles of association of the corporation adopting and filing the same; and this section shall not be so construed as to give any corporation whose articles are amended as in this article contemplated, any greater rights than though the subject of the amendments had been incorporated into the original articles of association; and any corporation, company or association which may increase its capital stock under the provisions of this article shall pay the additional amount provided by law for such increase. (R. S. 1909, § 2977.)

A corporation wishing to extend the life of its charter must pay an organization tax just as if it were an entirely new corporation. State ex rel. v. Roach, 269 Mo. 437, 190 S. W. 862.

Sec. 9743. Stock deemed personalty, how transferred.The stock of every company formed under this article shall be deemed personal estate, and shall be transferable in the manner prescribed by the by-laws of the company; but no shares shall be transferred until all previous calls thereon shall have been fully paid in. (R. S. 1909, § 2984.)

Shares of corporate stock are personalty over which the owner has the same jus disponendi as over other personalty. Banta v. Hubbell, 167 A. 38, 150 S. W. 1089.

A transfer of shares of stock is binding between the parties to it, and passes all the right of the party making it, although not registered on the books. If the company unlawfully declines to register the stock for the assignee, he has a right of action against the corporation for the value of his shares. St. Louis, etc. Co. v. Goodfellow, 9 Mo. 149. Any restriction in the by-laws of the right of alienation of shares of stock would be against public policy and void. Moore v. Bank, 52 Mo. 377. Also see Kretzer v. Cole, 193 A. 99, 181 S. W. 1066, and Trust Co. v. Lumber Co., 118 Mo. 447, 24 S. W. 129. A transfer of unregistered stock is good against an execution creditor of the stockholder who had notice of the transfer before he bought at execution sale. Wilson v. Ry., 108 Mo. 588, 18 S. W. 286.

Mandamus will not lie to compel a transfer of stock as the transferee has an adequate remedy at law in a suit for damages. State ex rel. v. Rombauer, 46 Mo. 155; State ex rel. v. Bank, 174 A. 589, 163 S. W. 945.

The object of the statute in requiring the stock to be transferred on the books is to enable the corporation to know to whom to pay dividends and who are entitled to vote. When one buys stock he can compel its transfer on the books. Crenshaw v. Mining Co., 110 A. 355, 86 S. W. 260. A by-law providing that no transfer shall be registered while the holder of the stock is in arrears to the corporation cannot prevent transfer where the holder has paid all calls made up to that time. Kahn v. Bank, 70 Mo. 262.

Depositing stock as collateral to secure surety on note given by owner of stock to raise money to pay for it is not an assignment of the stock, so as to give the surety title over the lien of the corporation given by the by-laws to secure indebtedness of original holder. Bank v. Durfee, 118 Mo. 431, 24 S. W. 133. But see Davey v. Newell, 169 A. 565, 154 S. W. 147. Where unissued stock has been fairly trans

ferred to another by parol, the transferrer is not liable to a creditor of the corpora tion. The law does not make it essential to title that the stock should be trans ferred on the books of the corporation. Dain Mfg. Co. v. Seed Co., 95 A. 144, 65 S. W. 951.

21

A share of stock is a mere chose in action. 95 A. 174. Assignment on book! of company is sufficient without taking out new certificates in name of assignee. Mo. 382. While certificate of stock is not a negotiable instrument, yet it partake! to a great extent of the qualities of a negotiable security when power of attorney signed, even in blank. 43 A. 84; 56 A. 145; 148 Mo. 588. Equity will protect th claims of the holder of stock irregularly transferred. 72 Mo. 461; 25 A. 643; 2. A. 206, 486; 38 A. 647; 51 A. 198; 71 A. 467; 90 Mo. 522; 92 Mo. 635; 108 Mo. 6061 110 Mo. 83; 123 Mo. 603; 128 Mo. 559; 7 A. 16; 13 A. 197; 71 A. 467; 74 A. 537. Se section 966; 2 A. 61; 6 A. 575; 8 A. 249, 580, 604; 9 A. 133; 21 A. 526; 44 A. 184; 51 A. 11; 52 A. 207; 56 A. 151, 153; 71 A. 478; 85 A. 55, 569; 7 Mo. 461; 9 Mo. 149; 2 Mo. 382; 37 Mo. 525; 45 Mo. 513; 46 Mo. 155; 48 Mo. 136; 55 Mo. 146; 74 M 136; 85 Mo. 55; 107 Mo. 142; 108 Mo. 588; 113 Mo. 21; 118 Mo. 442, 460, 474 122 Mo. 637; 123 Mo. 615; 124 Mo. 165; 128 Mo. 575. Transfer of stock in failing corporation, in order to avoid liability, is void as to creditors. 85 A. 566 The record owner of stock is entitled to the dividends, even though the corpora tion has notice of the transfer. 83 A. 470. It need not be made upon the book of the company in order to entitle the transferee to dividends, as against the tran ferrer. 90 A. 134.

Sec. 9744. Books to be kept by corporation, shall contain what shall be open to inspection, when.-Every such corporation shall keep a book in which the transfer of shares of its stock shall be registered, and another book containing the names of its stockholders, which books shall at all times, during the usua hours of business, for thirty days previous to an election of direc tors, be open to the examination of the stockholders. (R. S. 1909 § 2985.)

The right of a stockholder to examine all the books and records of a corporation at all seasonable times is a common law right. The manner in which he can do so may be regulated, but his motive is immaterial. State ex rel. v. Ry., 29 A. 301 State ex rel. v. Laughlin, 53 A. 542; State ex rel. v. Mfg. Co., 129 A. 206, 107 S. W 1112. Mandamus is proper remedy to compel inspection, although the corpora tion be foreign. State ex rel. v. Lazarus, 127 A. 401, 1055 S. W. 780.

Stockholder entitled to inspect books of corporation without disclosing purpose for which he desires to do so. 29 A. 326; 108 Mo. 606; 118 Mo. 441; 139 Mo. 379; 72 Mo. 119. The purpose of the statute is to enable the corporation to deal with intelligence with the stockholders. 95 A. 146; 110 A. 365. The closing of the books for thirty days previous to an election only closes them so far as the transfer of stock is concerned. 29 A. 301; 53 A. 542.

Sec. 9745. Officer in charge of books liable, when.—If any officer having charge of such books shall, upon the demand of a stockholder, refuse or neglect to exhibit and submit them to examination, he shall, for each offense, forfeit the sum of two hundred and fifty dollars. (R. S. 1909, § 2986.)

The right of the stockholder to examine the books of the company is a common law right. 53 A. 542. The corporation cannot deny it upon the plea that it would be inconvenient. 29 A. 301. Stockholder may do so without disclosing the purpose of the examination. 29 A. 326. Mandamus is the proper remedy to compe an officer to submit books to inspection. 29 A. 301.

Sec. 9746. Annual meeting, when held. An annual meeting of shareholders for the election of directors shall be held by all joint stock corporations on a day which each corporation shall fix

by its by-laws; and if no day be so fixed, then on the second Monday in the month of January. (R. S. 1909, § 2987.)

Directors, elected at a meeting held outside of the State, are de facto officers. 33 Mo. 354.

Sec. 9747. By-laws for certain purposes, who may make.By-laws to direct the manner of taking the votes of stockholders on the question of increasing or diminishing the number of directors or trustees, of changing the corporate name, may be made by the directors of the corporation for the time being. (R. S. 1909, § 2988.)

Directors under this section can only make by-laws concerning the matters stated. Neither they nor the stockholders can pass a by-law prohibiting a stockholder from selling his stock until he has offered it to each director and it has been refused by him, or while he is indebted to the corporation. Brinkerhoff, etc. Co.

v. Lumber Co., 118 Mo. 447, 24 S. W. 129.

By-laws of a corporation must be adopted by the members of the corporate body and cannot be adopted by the directors unless the charter or fundamental law so provides. Klix v. Polish, etc. Parish, 137 A. 347, 118 S. W. 1171.

Power to make by-laws resides in the corporation itself, and must be exercised by the stockholders. 8 A. 249; 118 Mo. 447; 56 A. 145. By-laws of a corporation, when properly adopted, are as binding on the members as its charter is. 119 Mo. 9. But they must not be repugnant to its charter. 9 Mo. 191; 39 A. 583; 118 Mo. 447; 25 A. 642; 9 A. 299; 78 Mo. 609; 52 Mo. 377; 34 Mo. 423. See section 9749. Also 44 A. 68; 75 A. 301. This section gives the directors no power to impose conditions on the transfer of stock. 118 Mo. 447.

Sec. 9748. By-law not valid, when.--No by-law of any such corporation regulating the election of its directors shall be valid unless it shall be made at least sixty days before the day appointed for the election to be held. (R. S. 1909, § 2989.)

"Section 9749. Powers of corporations defined. Every defined.—Every corporation, as such, has power:

"First. To have succession by its corporate name for the period limited in its charter, and when no period is limited, for twenty years.

"Second. To sue and be sued, complain and defend in any court of law or equity.

"Third. To make and use a common seal and alter the same at pleasure.

"Fourth. To hold, purchase, mortgage or otherwise convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter or the law creating it, and also to take, hold and convey such other property, real, personal or mixed, as shall be necessary or requisite for such corporation to acquire in order to obtain or secure the payment of any indebtedness or liability belonging to the corporation.

"Fifth. To appoint such subordinate officers and agents as the business of the corporation shall require, and to allow them a suitable compensation.