Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/54

 § 55.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IV. in accordance with the general rules of the law of contracts and of torts. To notice here a few of the statutory provisions applying to some of these institutions will give point to the remarks which will follow. § 54. Under a statute at present in force in the state of New „ „, York, 1 any "three or more persons may become a New York ' J . * , J "full lia- stock corporation for any lawful business purpose porations"" [with certain important exceptions] by executing and filing a proper certificate. A corporation may be or- ganized under this statute as a " full liability corporation," by inserting in its certificate a statement to that effect. In which case " all the stockholders of the corporation shall be severally individually liable to its creditors for all its debts and liabilities, and may be joined as defendants in any action against it. No execution shall issue against any stockholder individually until execution has been issued against the corporation and returned unsatisfied, and all the stockholders shall contribute a propor- tionate share, according to the number of shares of stock owned by each, of the amount paid by any stockholder on a judgment recovered against him individual^ for a debt of the corpora- tion, and he may recover from the other stockholders in the corporation, in a joint or several action, the proper portion due by them and each of them of the amount paid by him on any such judgment." 2 § 55. A comparison of these " full liability " corporations with „,. „, certain joint-stock companies, which are not called New York J. "joint- "corporations," will show the difficulty of using the ciations S "" term "corporation" in classifying legal institutions. Chapter 258 of the New York laws of 1849 provided : (1) that any joint-stock company or association of seven or more shareholders or associates may sue and be sued in the name of the president or treasurer for the time being of such joint-stock company or association ; (2) that such suit shall not abate by reason of the death or removal of the president or treasurer ; (3) that the president or treasurer shall not be personally liable for any such suit (though this provision is not to exempt him 1 Chap. 520, laws of 1901, amending safe to say that very few corporations prior statutes. i under this act are organized as "full ^ Laws of 1892, chap. 691, § 6 It is j liability corporations." 34