Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/575

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 546. calls cannot be delegated, for instance, to the treas- Directors urer of the corporation. 1 And there is also a case cannot in which it is said that although a corporation may authority assign a call already due on a stock note, it cannot canTwhen commit to the assignee the discretion of making calls un- future calls. 2 But the scope of this remark, if sound at all, is very limited, for after a corporation is insol- vent, and has ceased to be a going concern, that a call should be made by the corporate authorities is no longer prerequisite to the collection of a subscription ; 3 and an insolvent corpora- tion can include in an assignment for the benefit of creditors its right to the unpaid balance of subscriptions for which no call has been made. 4 § 544. [545.] It has also been held that in the absence of special authorization, a railroad company cannot purchase sub- scription notes given by shareholders in another corporation, and enforce them against the subscribers ; and the fact that one railroad company has bought the road-bed of another, intend- ing to complete the road, gives the purchaser no right to buy and enforce the vendor's stock subscriptions. 5 § 546. The corporation or the corporate management may forfeit shares for non-payment of calls, when power to do so is given bj' the constitution of the corporation. 6 Since, how- ever, by a valid forfeiture of shares the relations Forfeiture between the shareholder and the corporation are ter- of shares . . . . . for non- minated, the corporation can maintain no subse- payment of quent action for calls. 7 But the power to forfeit as calls. 1 Silver Hook Road v. Greene, 12 R. I. 164. See §§ 233, 234. 2 Schultz v. Sutter, 3 Mo. App. 137. After the whole amount of the sub- scription has been called, it may be assigned. Wells u. Rogers, 50 Mich. 294; Schultz v. Sutter, siqyra. See Morris v. Cheney, 51 111. 451. 3 See §§ 703. 4 Eppright v. Nickerson, 78 Mo. 482. Compare Wooldridge v. Holmes, 78 Ala. 508. 5 West End R. R. Co. v. Dameron, 4 Mo. App. 414. See, also, Minne- apolis Harvester Works v. Libbey, 24 Minn. 327. Compare Wells v. Rodgers, 50 Mich. 294. 6 A corporation cannot by a by- law subject shares to forfeiture, un- less the power is expressly granted. Matter of Long Island R. R. Co., 19 Wend. 37; compare Bergman v. St. Paul Mutual Building Association, 29 Minn. 275; Gorman v. Guardian Savings Bank, 4 Mo. App. 180. See Budd v. Street R'y Co., 15 Oregon, 7 For note 7 see p. 556. 555