Jeither the loss of all the corporate property, nor a failure to hold regular etings or to elect corporate officers, nor all combined, necessarily amount to a feiture of the franchise of a corporation. 50 Α. 648. De facto directors.

:.

Presumption in favor of acts of. 44 Mo. 154; 75 Mo. 408.

2 A.

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

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

The right of stockholders to vote in the election of directors on the cumulative. an cannot be taken away by resolution or by-law of the majority of shareholders, d will not be affected by mere silent acquiesence in the act of others. Tomlin v. ank, 52 A. 430.

See Const., Art. 12, Sec. 6.

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

In the absence of any statute, charter provision or by-law, on all questions in gard to the management of the corporation, or its business policies, a share should the voting unit, and, in respect to the election of directors, such is the declared olicy of this state. In re Mathiason Mfg. Co., 122 A. 437, 99 S. W. 502. Where ballot is cast naming certain candidates for directors, but failing to give the numer of votes cast for each or the number of shares for which the votes were cast, the me 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. There all stockholders are present in person or by proxy, none can afterwards take dvantage of any irregularity in the notice of the meeting. In re Mathiason Mfg. o., 122 A. 437, 99 S. W. 502. Any manner of voting which shows the voter's hoice and preserves secrecy is "voting by ballot." Bradley v. Cox, 271 Mo. 438, 97 S. W. 88.

Sec. 9733. Directors to appoint officers-certain officers to eep office, where. The directors shall appoint one of their numper president; they may also appoint a treasurer and secretary, and such other officers and agents as shall be prescribed by the byaws 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.)

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

1

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

Sec. 9735. In creation and organization, what necessa increase of capital stock-fees to be paid. No corporation, pany or association other than those formed for benevolent ligious, scientific, fraternal-beneficial or educational purp shall be created or organized under the laws of this state, u the persons named as corporators shall, at or before the filir the articles of association or incorporation, pay into the s treasury fifty dollars for the first fifty thousand dollars or le the capital stock of such corporation or association, and a fur sum of five dollars for every additional ten thousand dollars capital stock; and no increase of the capital stock of any such poration, company or association shall be valid or effectual u such corporation, company or association shall have paid into state treasury five dollars for every ten thousand dollars or of such increase in the capital stock of said corporation or a ciation; and it shall be the duty of said corporation or associa to file a duplicate receipt of the state treasurer for the paym herein required to be made, with the secretary of state, as is vided by this article for the filing of articles of incorporation association. (R. S. 1909, § 2976.)

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

The money required to be paid by incorporators as a prerequisite to th suance of a certificate of incorporation is not a fee but a tax levied for reve =k, irrespective of the proposed capitalization. State ex rel. v. Roach, 5, 181 S. W. 90.

gislature may prescribe the conditions under which domestic corporae organized. Lukens v. Ins. Co., 269 Mo. 574, 191S. W. 418.

9736. Amendments to articles of incorporation-conof act tax on increase of stock. All amendments to association of corporations organized under the laws of , made and filed in the office of the secretary of state, are be and become a part of the articles of association of the on adopting and filing the same; and this section shall • construed as to give any corporation whose articles are as in this article contemplated, any greater rights than ne subject of the amendments had been incorporated into ■al articles of association; and any corporation, company tion which may increase its capital stock under the prothis article shall pay the additional amount provided by uch increase. (R. S. 1909, § 2977.)

pration wishing to extend the life of its charter must pay an organizast as if it were an entirely new corporation. State ex rel. v. Roach, , 190 S. W. 862.

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

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

A share of stock is a mere chose in action. 95 Α. 174. Assignment a of company is sufficient without taking out new certificates in name of assign Mo. 382. While certificate of stock is not a negotiable instrument, yet it p to a great extent of the qualities of a negotiable security when power of att signed, even in blank. 43 A. 84; 56 A. 145; 148 Mo. 588. Equity will pro claims of the holder of stock irregularly transferred. 72 Mo. 461; 25 A. Α. 206, 486; 38 A. 647; 51 A. 198; 71 A. 467; 90 Mo. 522; 92 Mo. 635; 108 M 110 Mo. 83; 123 Mo. 603; 128 Mo. 559; 7 A. 16; 13 A. 197; 71 A. 467; 74 A. 53 section 966; 2 A. 61; 6 A. 575; 8 A. 249, 580, 604; 9 A. 133; 21 A. 526; 44 Α. A. 11; 52 A. 207; 56 A. 151, 153; 71 A. 478; 85 A. 55, 569; 7 Mo. 461; 9 Mo. Mo. 382; 37 Mo. 525; 45 Mo. 513; 46 Mo. 155; 48 Mo. 136; 55 Mo. 146; 136; 85 Mo. 55; 107 Mo. 142; 108 Mo. 588; 113 Mo. 21; 118 Mo. 442, 46 122 Mo. 637; 123 Mo. 615; 124 MO. 165; 128 Mo. 575. Transfer of sto failing corporation, in order to avoid liability, is void as to creditors. 85 The record owner of stock is entitled to the dividends, even though the c tion has notice of the transfer. 83 Α. 470. It need not be made upon the of the company in order to entitle the transferee to dividends, as against the ferrer.

90 A. 134.

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

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

Stockholder entitled to inspect books of corporation without disclosin pose for which he desires to do so. 29 A. 326; 108 Mo. 606; 118 Mo. 441; 13 379; 72 Mo. 119. The purpose of the statute is to enable the corporation t with intelligence with the stockholders. 95 A. 146; 110 A. 365. The closing books for thirty days previous to an election only closes them so far as the tr of stock is concerned. 29 A. 301; 53 A. 542.

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

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

Sec. 9746. Annual meeting, when held. An annual m ing of shareholders for the election of directors shall be held by 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 Α. 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 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.