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such as may be necessary and proper for carrying on its legitimate business.
Sec. 9. Stockholders, extent of liability.-Dues from private corporations shall be secured by such means as may be prescribed by law, but in no case shall any stockholder be individually liable in any amount over or above the amount of stock owned by him or her.
[Const. 1865, Art 7, Sec. 6.
Stockholder liable for double amount of his stock
Sec. 25. State banks and state owning stock in corporations forbidden. No state bank shall hereafter be created, nor shall the state own or be liable for any stock in any corporation, or joint stock company, or association for banking purposes, now created 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 corpora tions or associations with banking powers (except banks of deposit or discount), nor amendments thereto, shall go into effect, or in any manner be enforced, unless the same shall be submitted to a vote of the qualified voters of the state, at the general election next succeeding the passage of the same, and be approved by a 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. It shall be a crime, the nature and punishment of which shall be prescribed by law, for any president, director, manager, cashier or other officer of any banking institution, to assent to the reception of deposits, or the creation of debts by such banking institution, after he shall have had knowledge of the fact that it is insolvent, or in failing circumstances; and any such officer, agent or manager shall be individually responsible for such deposits so received, and all such debts so created with his assent.
General Corporation Laws Affecting Banks.
Chapter 90, Article 1, Revised Statutes, 1919.
ORGANIZATION, GENERAL POWERS, DUTIES AND LIABILITIES.
9722. Corporation, term defined. 9723. First meeting, how called.
9745. Officer in charge of books liable, when. 9746. Annual meeting, when held.
9724. Justice of the peace may call meeting, 9747. By-laws for certain purposes, who may when.
9725. Id. Who may preside.
9727. Inspectors to take and subscribe oaths.
9729. Prohibited from voting on hypothecated shares.
9730. If election not held on day appointed, to be held, when.
9731. Failure to elect directors, effect of. 9732. Election of directors, etc.-votes how cast.
9733. Directors to appoint officers-certain officers to keep office, where.
9735. In creating an organization, what necessary.
9736. Amendments to Articles. Tax on in
9773. Records of corporation evidence, when. 9743. Stock deemed personalty, how trans- 9781. Name of expiring corporation may be ferred.
9744. Books to be kept by corporation, shall contain what-shall be open to inspection, when.
adopted by its successor.
Sec. 9722. Corporation, term defined. The term "corporation," as used in this chapter, shall be construed to include all joint stock companies or associations having any powers or privileges not possessed by individuals or partnerships. (R. S. 1909, § 2963.)
Cited in State ex rel. v. Rys., 196 Mo 523, 94 S. W. 249, and in Wiehtriechter v. Miller, 208 S. W. 39. See Const., Art. 12, and Julian v. K. C. Star Co., 209 Mo. 35: 107 S. W. 496.
Joint stock companies or associations having any powers and privileges not possessed by individuals or partnerships are corporations. Williams v. U. S. Express Co., 195 A. 362, 191 S. W. 1087.
"Associations of individuals," generally synonymous with corporation. Mo. 388. See Const., Art. 12, section 11. A "joint stock company," since under the statutes, possesses features in common with corporations, will be held to be a corporation-even though the foreign statutes or act of parliament under which it exists declare that it shall not be deemed a corporation. 10 Wall. 410. Cited with approval, 196 Mo. 523. Corporations are not "citizens" within the meaning of clause 1, section 2, Art. 4 of the U. S. Constitution. They are creatures of local law and have not even an absolute right of recognition in other states, depending
upon the assent of those states, which may be given upon such terms as they please. 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 from denying its corporate existence. 161 Mo. 597.
Sec. 9723. First meeting, how called. The first meeting of all corporations shall, unless otherwise provided for in their acts of incorporation, be called by a notice, signed by some one or more of the persons named as corporators in the act of incorporation, and setting forth the time, place and purposes of the meeting, and such notice shall, seven days at least before the meeting, be delivered to each member, or published in some newspaper in the county where the corporation may be established, or if there be no such newspaper, then in the nearest newspaper. (R. S. 1909, § 2964.)
All proceedings of persons professing to act as corporators, assembled beyond the limits of the state, are void. 41 Mo. 525. But when organized, directors may hold their meetings and transact business outside of state, unless otherwise prohibited by charter or by-laws.
While meetings of the stockholders should take place at the home office, yet where there is no prohibitory statute, and all the stockholders give their consent, the acts of the stockholders held in a foreign jurisdiction are valid. 114 Mo. 218, 155 Mo. 95.
Sec. 9724. Justice of the peace may call meeting, when.Whenever, for want of sufficient by-laws for the purpose, or of officers duly authorized or from neglect or refusal of such officers, or from other legal impediments, a legal meeting of any corporation cannot otherwise be called, any justice of the peace in the county where it is desirable to hold such meeting, or where such corporation is established, if it be local, may, on a written application of two or more members thereof, issue a warrant to either of said members, directing him to call a meeting of such corporation, by giving such notice as is required in the preceding section. (R. S. 1909, § 2965.)
Sec. 9725. Id. Who may preside. Whenever any meeting of any corporation shall be called by warrant from a justice of the peace, the person to whom such warrant is directed may call the meeting to order and preside therein until a presiding officer is chosen and qualified, if there be no officer present whose duty it may be to preside. (R. S. 1909, § 2966.)
Sec. 9726. Meeting of shareholders, how convened-ininspectors of election appointed, when-duties of presidenttwo shareholders may act, when-right to vote, how determined --meeting to convene, at what hour.-Every meeting, for whatever object, of the shareholders in any corporation shall be convened by its president and secretary by a notice published for ten days previous to such meeting, where a longer notice is not otherwise by law or its own by-laws required, in a daily or weekly newspaper, published in the place or county in which the corporation is lo
cated, or by notice served personally on each shareholder, in writing, setting forth the place and hour and the object of such meeting. If the object of such meeting be to elect directors or to take a vote of the shareholders in such corporation on any proposition in the notice aforesaid, the president, when not otherwise provided by law, shall appoint not less than two shareholders, who are not directors, inspectors to receive and canvass the votes given at such meeting and certify the result to him. At the next meeting of the board of directors, which shall be held within two weeks thereafter, the president shall lay before them the returns so certified, and thereupon such proceedings shall be had as the subject-matter decided by the election, or the vote, may require; and if for directors, the persons who received a majority of the votes cast shall be notified thereof. If the president and secretary fail to call any meeting of the shareholders in any corporation required by law or by the by-laws of such corporation to be held, any two shareholders may call such meeting and appoint inspectors in manner hereinabove provided, notwithstanding such meeting should be held at a later day than had such failure not happened. In all cases where the right to vote upon any share or shares of the stock in any incorporated company shall be questioned, it shall be the duty of the inspectors to require the transfer books of such corporation as evidence of stock held in such corporation, and all shares that may appear standing thereon in the name of any person or persons shall be voted upon by such person or persons, directly by themselves or by proxy. Persons holding stock as executors, administrators, guardians or trustees, or who have pledged their stock, shall be entitled to vote upon such stock. Every meeting of shareholders in any corporation shall be convened at 9 o'clock a. m., and continued during at least three hours, unless the object for which it was so called be accomplished sooner: Provided, that if the object of such meeting be for any other purpose than to hold an election or to take a vote on any proposition, it shall be regulated by the bylaws of the corporation as to the manner of convening it, the time at which it shall be held, and the manner of conducting it; any corporation in which there are but ten or a less number of resident stockholders may regulate by by-law the manner of appointing inspectors, their number, and their qualifications. S. 1909, § 2967.)
Where all the shareholders give their consent, the acts of the stockholders at a meeting held in a foreign jurisdiction are valid. Missouri Lead Co. v. Reinhard, 114 Mo. 218; 21 S. W. 488. Where, at an election of directors, one who was elected was not recognized, the court should have ousted an intruder and seated the one elected, and should not have ordered a new election. Tomlin v. Bank, 52 A. 430. Voting power may be limited by articles of incorporation to holders of common stock. State ex rel. v. Swanger, 190 Mo. 561; 89 S. W. 872. In the absence of notice to the contrary, the court will assume that the notice of a meeting of stockholders
was given as required. Johnson v. Rys. Co., 227 Mo. 423, 127 S. W. 63. It is the duty of a corporation to keep a record of the minutes of the meetings of its stockholders, showing the date of the meeting, when and where held, and who were present. Howard v. Strode, 242 Mo. 210, 146 S. W. 792. 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.
In order to canvass the vote the inspectors must know how each shareholder voted. 64 A. 225. Canvassers of votes cast at an election of directors may be compelled by mandamus to perform their duty. Id. Stockholders may change vote while meeting is in progress. Id. Also 37 A. 155; 51 A. 437; 99 Mo. 497;
108 Mo. 606.
Notice of meeting, being for the benefit of the stockholders, may be waived by unanimous consent of such stockholders. 160 Mo. 141; 178 Mo. 189. Notice will be presumed where record shows quorum present. 68 Mo. 601.
Sec. 9727. Inspectors to take and subscribe oaths.—An inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath before any officer authorized by law to administer oaths: "I do solemnly swear that I will execute the duties of an inspector of the election now to be held with strict impartiality, and according to the best of my ability." 1909, § 2968.)
Sec. 9728. Qualification of voters, how tested-shall not vote, when.-At every election of directors, the transfer books of the corporation shall be produced to test the qualifications of the voters, and no person shall be admitted to vote, directly or by proxy, except those in whose names the shares of the stock of the corporation shall stand on such books, and shall have stood for at least thirty days previous to the election. (R. S. 1909, § 2969.)
A transfer of stock, not made upon the books of the corporation, passes the legal title and such transfer is good against an execution creditor. 108 Mo. 588; 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 shares. -No person shall be admitted to vote on any shares of stock be longing or hypothecated to the corporation in which the election is held. (R. S. 1909, § 2970.)
Sec. 9730. If election not held on day appointed, to be held, when. If any election for directors in any such corporation shall not be held on the day appointed, it shall be the duty of the directors to notify and cause such election to be held within sixty days after the day so appointed; and on the day so notified, no person shall be admitted to vote except those who would have been entitled had the election taken place on the day when it ought to 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 to elect directors on the day designated by law shall not have the effect of dissolving such incorporated company. (R. S. 1909, § 2972.)
Failure to elect, old officers hold over until their successors are elected and qualified. 180 Mo. 153.