Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/55

 CHAP. IV.] RESEMBLANCES TO OTHER INSTITUTIONS. [§ 56. from any liability to which he is subject as a stockholder in the company) ; (4) that suits against the company shall be prose- cuted in this manner in the first instance ; but that, after judg- ment entered and return of execution thereon unsatisfied, suits may be brought against the stockholders individually. 1 Chap- ter 245 of the laws of 1854 contained the following provisions: " 1. Whenever, in pursuance of its articles of association, the property of any joint-stock association is represented by shares of stock, it shall be lawful for said association to provide by their articles of association that the death of any stockholder, or the assignment of his stock, shall not work a dissolution of the association, but it shall continue as before ; nor shall such company be dissolved, except bj^ judgment of a court for fraud in its management, or other good cause to such court shown, or in pursuance of its articles of association. 2. Said associa- tions may, also, by said articles of association, provide that the shareholders may devolve upon any three or more of the part- ners the sole management of their business. 3. This act shall in no court be construed to give said associations rights and privi- leges as corporations" Chapter 289 of the laws of 1867 pro- vided that it should be lawful for any joint-stock association to purchase, hold, and convey such real estate (1) as shall be neces- sary for its immediate accommodation in its business ; (2) as shall be mortgaged to it in good faith ; (3) as it shall purchase at sales under judgments, decrees, or mortgages held by it. " The said joint-stock company shall not purchase, hold, or con- vey real estate for any other purpose ; and all conveyances of such real estate shall be made to the president of such joint- stock company, as such president, and who, and his successors, from time to time, may sell, assign, and convey the same, free from any claim thereon against any of the shareholders, or any person claiming under them." 2 § 56. It appears at a glance how closely these joint-stock associations resemble the "full liability corporations" above 1 These provisions, modified in language by various amendments, still substantially constitute §§ 1919- 1922 of the New York Code of Civil Procedure. 2 See, also, chap. 937 of laws of 1867; chap. 290, laws of 1868, chap. 599, laws of 1881, and chap. 235, laws of 1894. The last repeals chapter 245 of the laws of 1854, and chapter 289 of the laws of 1867, which are cited above merely for illustration. 35