Page:North Dakota Reports (vol. 1).pdf/548

 incorporate under the same name, for the same purposes, and all the partnership effects should be assigned to the corporation, and that the capital stock should be not less than $50,000, and should be held and divided among said parties in the same proportion as the capital of said copartnership. Held, (1) that the articles contemplated that the capital to be furnished as specified should be actual capital, and that parol evidence to show that said capital was to be nominal only was properly disregarded; that plaintiff H., having joined with G. and E. and two other parties in executing and filing articles of incorporation, whereby they became a body corporate under the name and for the purposes provided in the copartnership articles, as between said parties-and under the copartnership articles, the existence of the corporation worked eo instanti the dissolution of the partnership, and that, although the articles of incorporation provided for five incorporators, instead of three, and fixed the capital stock at $100,000, yet, as H. was one of the incorporators, he is conclusively held to have assented thereto, and cannot heard to say that the corporation so formed is not the corporation provided for by the copartnership articles, particularly when such changes could in no manner affect his interest in or control over such corporation; (3) that, while H. was a necessary party to a transfer of the firm property to the corporation, yet a transfer thereof by G. and E. cannot, in equity, be avoided by H.because he wrongfully refused to join therein; (4) that, as all the capital stock of the corporation would long to the same parties who furnished the firm capital, and in the same proportion, it was competent for said corporation to assess its capital stock for an amount sufficient to pay the debts incurred by the firm in procuring the property that was transferred to the corporation, 80 long as such assessment was less than the amount that each party was originally required to furnish under the copartnership articles, none of said parties having actually paid in their firm capital, and said parties would not be entitled to said stock without paying such assessment; and plaintiff H. would not be entitled to paid-up non-assessable stock unless he had paid in the full amount as required by the copartnership articles. Hennessy v. Griggs, 52.

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The pledgee of stock in whose name it stands on the corporate records has a right to vote the stock at a meeting to elect directors. In re Argus Company, 434.

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The pledgor has no right to vote such stock, but a court of equity will, in a proper case, compel the pledgee to give the pledgor a proxy. Id.

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One not appearing to be a stockholder upon the corporate records is not eligible to the office of director, under the statute providing that only stockholders are eligible to that office; one who still so appears is eligible and may vote notwithstanding he has assigned the stock. Id.

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A vote of stockholders representing a majority of the subscribed capital stock is necessary to the choice of a director. There being no such vote, the election is declared illegal, and a new election ordered. Id.