Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/952

 932 INDEX. References are to the Sectiong. DIRECTORS— (continued). right of, to indemnification, 645, 699. to compensation, 646-648. removal of, 649, 650. right of, to manage corporate affairs, 645, 683. actions against by shareholders, 683-691. trustees for shareholders, 692. only in regard to management of corporation, 698. liability of, to shareholders, 692-695. liability of, for error, 694. for frauds of other officers, 694. for immediate injuries, 696, 697. for fraud, 696, 697. liability of, in contracting for their corporation, 752, 753. liability of, in contracting for their corporation, when contract is ultra vires, 754. liability of, to outsiders for acts of other corporate agents, 755. liability of, to creditors, 756. for misapplication of corporate funds, 757. for neglect of duty, 758. for frauds of other officers, 758. discretion of, as to order of payment of debts of corporation, 668, note. duties of, to creditors on insolvency of the corporation, 759, 760. cannot prefer themselves over other creditors when corporation is in- solvent. 759. 760. statutory liability of, to creditors. See Statutory Liability. legal relations between, 802. contribution among, 763, 764, 767, 803-806. contribution between, and other officers, 807. right of, to inspect corporate books, 808. rights of de facto directors, 809. rights of, when creditors, 810-811. See Officer. DISCRIMINATIONS IN PAYMENT OF DEBTS, 668, 669. DISSOLUTION OF CORPORATIONS: what is, 428. causes of, 429, 430. at Roman law, 6. at common law, 12, 20. consolidation causes, 421. decree when necessary, 431, 432. failure to elect corporate officers does not cause, 432. discontinuance of business does not cause, 432. insolvency does not cause, 432. assignment of property for creditors does not cause, 432. appointment of receiver does not cause, 432. power of majority to dissolve, 431, 610. power of minority to dissolve, 610. power of directors, 230.