Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/784

 § 709.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. XIV. decisions construing it may still be of interest with reference to similar statutory provisions. § 768. According to the section of the act of 1848, as it has been judicially expounded : " Upon default of a company to report, all the trustees then in office are jointly and severally liable for all the debts of the company then existing, whether contracted by them or their predecessors, and for all that may be subsequently contracted during their continuance in office, till such report be made. Trustees who, upon such default, retire from office, are liable for all debts of the company then existing, but for no subsequent ones. Their successors, by promptly obeying the requirements of the statute, may escape all liability ; but if they continue the default until the next January, they are liable for the debts contracted during their administration up to that time, and for no other, unless they then and there make default, in which latter case they become liable for all debts then existing. Thus the members of suc- cessive boards may become liable for the same debts, by reason of successive defaults." ' § 769. Under this statute, trustees are elected for one year, and, unless they hold over and act for the corporation after the expiration of their term of office, they are not liable for a sub- sequent failure to file a report, although no new trustees are elected. 2 The mere fact, moreover, that a stockholder is elected a trustee, is not enough to charge him with the penalties for a failure to file a report. There must be evi- know of the law requiring it, and that the failure was not intentional. Van Etten v. Eaton, 19 Mich. 187. See (Jennert v. Ives, 102 Mich. 547. Compare Cooke v. Pearce, 23 S. C. 239. 6 Laws of 1848, chap. 40, §12; re- placed by laws of 1892, chap. 688, §30. For decisions construing section 30, chapter 688 of the laws of 1892, see Chapman v. Lynch, 156 N. Y. 551; Sinclair v. Fuller, 158 N. Y. 607; Mor- gan v. Hedstrom, 165 N. Y. 224; Man- hattan Co. v. Kaldenberg, 165 N. Y. 1. Section 30, laws of 1892, is in its 764 turn abolished by section 30, laws of 1901, which substitutes a conditional and limited liability. 1 Vincent v. Sands, 1 J. & S. (N. Y.) 511, 517. Opinion of the court per Freedman, J.; S. C, aff'd 58 N. Y. 673. See Koike v. Thomas, 56 N. Y. 559; Chambers v. Lewis, 28 N. Y. 454; Boughton v. Otis, 21 N. Y. 261; Gaus v. Switzer, 9 Mon- tana, 408. This liability is not con- tingent on the failure of the creditor to collect against the corporation. Larson v. James, 1 Col. App. 313. 2 Van Amburgh i Baker, 81 N. Y. 46. In this case before the expira-