such as may be necessary and proper for carrying on its leg mate business.

[New section.]

Sec. 9. Stockholders, extent of liability. - Dues from vate corporations shall be secured by such means as may be [ scribed by law, but in no case shall any stockholder be indivi ally liable in any amount over or above the amount of st owned by him or her.

[Const. 1865, Art 7, Sec. 6. Stockholder liable for double amount of his sto

BANKS.

Sec. 25. State banks and state owning stock in corporati forbidden.- No state bank shall hereafter be created, nor shall state own or be liable for any stock in any corporation, or jo stock company, or association for banking purposes, now crea or hereafter to be created.

[See Const. 1865, Art. 8, Secs. 1 and 2.]

Sec. 26. Act creating banks to be submitted to the people No act of the general assembly authorizing or creating corpo tions or associations with banking powers (except banks of dep or discount), nor amendments thereto, shall go into effect, or any manner be enforced, unless the same shall be submitted t vote of the qualified voters of the state, at the general elect next succeeding the passage of the same, and be approved by majority of the votes cast at such election.

[See Const. 1865, Art. 8, Secs. 1 and 2.]

Sec. 27. Banks, insolvent, not to receive deposits.shall be a crime, the nature and punishment of which shall be p scribed by law, for any president, director, manager, cashier other officer of any banking institution, to assent to the recept of deposits, or the creation of debts by such banking instituti after he shall have had knowledge of the fact that it is insolve or in failing circumstances; and any such officer, agent or m ager shall be individually responsible for such deposits so ceived, and all such debts so created with his assent.

[New section.]

eneral Corporation Laws Affecting Banks.

Chapter 90, Article 1, Revised Statutes, 1919.

ORGANIZATION, GENERAL POWERS, DUTIES AND LIABILITIES.

Sec.

poration, term defined.

t meeting, how called.

ice of the peace may call meeting, 9747. By-laws for certain purposes, who may

9745. Officer in charge of books liable, when. 9746. Annual meeting, when held.

ting of shareholders, how convened spectors of election appointed, n-duties of president-two share

9749. Powers of corporations defined.

9752. Majority of board shall constitute quorum, when-powers.

ers may act, when-right to vote, 9755. Dissolution of corporation-who shall determined-meeting to convene,

hat hour.

ectors to take and subscribe oaths.
ification of voters, how tested-
not vote when.
Libited from voting on hypothe-
1 shares.

1

ection not held on day appointed, e held, when.

ure to elect directors, effect of.

tion of directors, etc. votes how

be trustees-powers and duties of.

9756. Voluntary dissolution of corporation, when permitted-judgment of dissolution, when entered.

9757. Application for dissolution, how madepetition shall contain, what.

9758. Interested persons, appearance and summons of general notice to be published-continuance.

9759. Judgment of dissolution entered, where -certain property not to be diverted.

ctors to appoint officers certain 9760. Copy of judgment of dissolution to be ers to keep office, where.

reating an organization, what nec-9761.

se.

9762.

sent to secretary of state.
Directors personally liable, when.
Officers and directors personally liable,
when.

9773. Records of corporation evidence, when. k deemed personalty, how trans- 9781. Name of expiring corporation may be d.

s to be kept by corporation, shall ain what shall be open to inspecwhen.

adopted by its successor.

C. 9722. Corporation, term defined. The term "corporas used in this chapter, shall be construed to include all joint ompanies or associations having any powers or privileges sessed by individuals or partnerships. (R. S. 1909, § 2963.)

in State ex rel. v. Rys., 196 Mo 523, 94 S. W. 249, and in Wiehtriechter 208 S. W. 39. See Const., Art. 12, and Julian v. K. C. Star Co., 209 Mo. W. 496.

stock companies or associations having any powers and privileges not by individuals or partnerships are corporations. Williams v. U. S. Ex195 A. 362, 191 S. W. 1087.

ociations of individuals," generally synonymous with corporation.

118

See Const., Art. 12, section 11. A "joint stock company," since under es, possesses features in common with corporations, will be held to be a on-even though the foreign statutes or act of parliament under which it Lare that it shall not be deemed a corporation. 10 Wall. 410. Cited with 196 Mo. 523. Corporations are not "citizens" within the meaning of section 2, Art. 4 of the U. S. Constitution. They are creatures of local upon the assent of those states, which may be given upon such terms as they p 125 U. S. 181; 8 Wall. 168;94 U. S. 585; 10 Wall. 410.

One contracting with an organization in its corporate name is estopped denying its corporate existence. 161 Mo. 597.

Sec. 9723. First meeting, how called. The first mee of all corporations shall, unless otherwise provided for in their of incorporation, be called by a notice, signed by some one or m of the persons named as corporators in the act of incorporat and setting forth the time, place and purposes of the meeting, such notice shall, seven days at least before the meeting, be livered to each member, or published in some newspaper in county where the corporation may be established, or if there be such newspaper, then in the nearest newspaper. (R. S. 19 § 2964.)

All proceedings of persons professing to act as corporators, assembled bes the limits of the state, are void. 41 Mo. 525. But when organized, directors hold their meetings and transact business outside of state, unless otherwise hibited by charter or by-laws.

While meetings of the stockholders should take place at the home office, where there is no prohibitory statute, and all the stockholders give their cons the acts of the stockholders held in a foreign jurisdiction are valid. 114 Mo. 155 Mo. 95.

Sec. 9724. Justice of the peace may call meeting, when Whenever, for want of sufficient by-laws for the purpose, or officers duly authorized or from neglect or refusal of such office or from other legal impediments, a legal meeting of any corpo tion cannot otherwise be called, any justice of the peace in t county where it is desirable to hold such meeting, or where su corporation is established, if it be local, may, on a written app cation of two or more members thereof, issue a warrant to eith of said members, directing him to call a meeting of such corp ration, by giving such notice as is required in the preceding se tion. (R. S. 1909, § 2965.)

Sec. 9725. Id. Who may preside. Whenever any mee ing of any corporation shall be called by warrant from a justi of the peace, the person to whom such warrant is directed ma call the meeting to order and preside therein until a presidir officer is chosen and qualified, if there be no officer present who duty it may be to preside. (R. S. 1909, § 2966.)

Sec. 9726. Meeting of shareholders, how convened-in inspectors of election appointed, when-duties of presidenttwo shareholders may act, when-right to vote, how determine --meeting to convene, at what hour. - Every meeting, for whateve object, of the shareholders in any corporation shall be convene by its president and secretary by a notice published for ten day previous to such meeting, where a longer notice is not otherwis or by notice served personally on each shareholder, in writting forth the place and hour and the object of such meetf the object of such meeting be to elect directors or to take of the shareholders in such corporation on any proposithe notice aforesaid, the president, when not otherwise ed by law, shall appoint not less than two shareholders, who directors, inspectors to receive and canvass the votes t such meeting and certify the result to him. At the next g of the board of directors, which shall be held within two thereafter, the president shall lay before them the returns ied, and thereupon such proceedings shall be had as the subtter decided by the election, or the vote, may require; and Erectors, the persons who received a majority of the votes all be notified thereof. If the president and secretary call any meeting of the shareholders in any corporation d by law or by the by-laws of such corporation to be held, shareholders may call such meeting and appoint inspectmanner hereinabove provided, notwithstanding such meetuld be held at a later day than had such failure not happenall cases where the right to vote upon any share or shares tock in any incorporated company shall be questioned, it the duty of the inspectors to require the transfer books of rporation as evidence of stock held in such corporation, shares that may appear standing thereon in the name of son or persons shall be voted upon by such person or directly by themselves or by proxy. Persons holding as executors, administrators, guardians or trustees, or ve pledged their stock, shall be entitled to vote upon cock. Every meeting of shareholders in any corporaall be convened at 9 o'clock a. m., and continued during three hours, unless the object for which it was so callccomplished sooner: Provided, that if the object of such g be for any other purpose than to hold an election or to vote on any proposition, it shall be regulated by the bythe corporation as to the manner of convening it, the time h it shall be held, and the manner of conducting it; any tion in which there are but ten or a less number of stockholders may regulate by by-law the manner of apg inspectors, their number, and their qualifications. , § 2967.)

(R.

was given as required. Johnson v. Rys. Co., 227 Mo. 423, 127 S. W. 63. the duty of a corporation to keep a record of the minutes of the meetings stockholders, showing the date of the meeting, when and where held, and who present. Howard v. Strode, 242 Mo. 210, 146 S. W. 792. Where all stockho are present in person or by proxy, none can afterwards take advantage of ar regularity in the notice of the meeting. In re Mathiason Mfg. Co., 122 A. 43 S. W. 502.

In order to canvass the vote the inspectors must know how each shareh voted. 64 Α. 225. Canvassers of votes cast at an election of directors ma compelled by mandamus to perform their duty. Id. Stockholders may ch vote while meeting is in progress. Id. Also 37 A. 155; 51 A. 437; 99 Mo. 108 Mo. 606.

Notice of meeting, being for the benefit of the stockholders, may be waive unanimous consent of such stockholders. 160 Mo. 141; 178 Mo. 189. N will be presumed where record shows quorum present. 68 Mo. 601.

Sec. 9727. Inspectors to take and subscribe oaths. -An spector, before he shall enter on the duties of his office, shall t and subscribe the following oath before any officer authorized law to administer oaths: “I do solemnly swear that I will exec the duties of an inspector of the election now to be held with str impartiality, and according to the best of my ability." 1909, § 2968.)

(R.

Sec. 9728. Qualification of voters, how tested-shall 1 vote, when.--At every election of directors, the transfer books the corporation shall be produced to test the qualifications of t voters, and no person shall be admitted to vote, directly or proxy, except those in whose names the shares of the stock of t corporation shall stand on such books, and shall have stood for least thirty days previous to the election. (R. S. 1909, § 2969

A transfer of stock, not made upon the books of the corporation, passes legal title and such transfer is good against an execution creditor. 108 Mo. 5 6 Mo. App. 454; 74 Mo. 77; 103 U. S. 840; 20 Mo. 382; 48 Mo. 136; 52 Mo. 379

Sec. 9729. Prohibited from voting on hypothecated share -No person shall be admitted to vote on any shares of stock longing or hypothecated to the corporation in which the electic is held. (R. S. 1909, § 2970.)

Sec. 9730. If election not held on day appointed, to be hel when. If any election for directors in any such corporation sha not be held on the day appointed, it shall be the duty of the dire tors to notify and cause such election to be held within sixty day after the day so appointed; and on the day so notified, no perso shall be admitted to vote except those who would have been en titled had the election taken place on the day when it ought t have been held. (R. S. 1909, § 2971.)

Cited in State ex rel. v. Adsit, 195 A. 572, 193 S. W. 850.

Sec. 9731. Failure to elect directors, effect of. A failure t elect directors on the day designated by law shall not have the ef fect of dissolving such incorporated company. (R. S. 1909, § 2972.

Failure to elect old oficers bold over until their successors are elected an