The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1854-11-28

satisfaction from the trustees Oh the Menian hnk ~
was agreed that the plaintiffs entitled TO relief
and the question was whether Blackwell or the bank
should bear the oss case was made Of great care
forged pow or which net authen catsd the bylaws
Of the company required The Lord Keeper held that
trustee whether ,h o. say
them to pose of the trust money il the trauseT
is made without the authority Of the the act
remain before That to he thought Il wasnot
incumbent upon him to inquire into the letter attorney
because the letter Of attorney In that and similar
part Of the purchasers title The title the
admission into the company as partner pro tdna, he
accepting the stock tho conditions OF the partnertp
The letter Of attorney is only the authority to the com
pAny TO transfer. The company ought to answer for
their and their servants negligence He decreed that
the stock BE- replaced in the name q the plaintiff nd
that tn hs nj. bank PIX 1snss r .as
So in Bryant the Warwick Canal Co., (2S Eng L. and
Eq Rep. o. Dec 1851 bill lsd BY shareholder
paid into company Professionally registered and then
abandoned although an Official manager had been ip
pointed The bill was sustained upon the ground Of an
ordinary partnership right So in Stevens the South
Devon Railroad Company, (l2 Eng l. and En-. Rep 2e9l
the principle of partnership was applied on very i'm
statute bearing upon the question held directory
and the subject considered one OF internal manage
ment in which majority Of partners will decide AMI
27) The court say The tendency of modefn decisions
is to assmilate the action duties and liabilities Of
shns But the bower to asssn shares VAS Dover to
introduce new members into the partnership. TIE
sgnee was substituted for the assgnor in wholepr
Was transferred The holder Of ten shares could INTRO
dnce ten new partners in his place True they repre-
ssnted sepasy What he e. M the agsrs;
but yet partners were brought in BY the will oone
party alone. The general system adopted in urrhar
deed Of agreement or settlement But while thii was
essential to constitute members among the associates
much less was sufficient to render person responsible
20 And ia nuddis hofw
cases (see Wordsworth ls2, Mondesley L. Blaze
saa Es pe s 81 s.o to- b.
contested that if company was chartered with ade6
mite limited capital and nothing was declared respect.
adjust them at pleasure; and could give that
power to the managers directors. is equally clear
that the shareholders could authorize the directors to in
crease the number Of such shares and If this could not
be done by transcendng the limit Of the capital and add
ing to it, it must be understood as authorized to be
done by diminishing the value Of the shares. Cases
be imagined cases, understand have occurred where
such method Of raising money to meet the exgences
mas Ss
to give power the effect of which would be to diminish
their own profit. Such an answer might be made by
principal in every case Of excess Of authority
joint stock company corporation them if unfet
tered by express legislation, has undoubted right to
fix the number Of shares into which the capital shall be
divided and when fxed the associates may subsequently
change it, and If the power is reserved implied in the
articles of association the directors trustees may
exercise suCn power the ArmSgato iNallrOau
Co. VS.. Mitchell 20 Railway and Canal Cases 1867 the
shares Of company originally fixed at f25 share
and, by vote Of the directors, were reduced to f20
share. 1t was held that this was lawfully done. The
statute under which it organized did not forbid
1t. section of that act prevented any one from
being entitled to vote except he an interest in
under the charter the directors had the power The
Lexington Railroad Company VS.. Chambers C3 Metcalf
110) and the Kennebec Railroad Company Jarvis GA
Maine Rep. 360 tend to support the same position.
repeat and condense these propositions thus The prn
cplcs Of common law partnership govern joint stock
associations Incorporated orsunincorporated except
far modified by the statute fixed principles Of law.
The introduction of members into partnership is
upon common law doctrine only allowable upon Joint
This Joint consent may be exercised proven
either by actual in each particular instance
by delegation Of the power to assent, to par
ticular body, or to particular person the delegation
is made to particular body it may be accompanied,
not with authority to that body to redelegate It, and
ed the power directly to particular officer and next
IL they did not whether they entrusted it to class OF
persons with power Of substitution lastly have the
latter made such substitution Now by regular chain
of devolved power the authority to Introduce
bers into this partnership be established il by tho
act and agreement of the stockhode the evidences Of
such membership placed in the power Of officer to
authenticate and issue then general power agency
has been delegated to him. And then his abuse
pary being bound This view meets the coxent ar
gument Of Mr. Wood upon the nature Of the agency in
this case. What was the power delegated 70 Robert
Schuyler, as transfer agent and what tS EXTENT
Tho first section Of the chartrr passed LIST May 1874
constituted Joseph Sheffield and Others naming them
with such other persons shall associate with them
that purpose body polite and corporate by the
OF the New York and New Haven Railroad Company"
The second section provided that the capital stock should
be two millions of dollars with the privilege Of ncreas
ing the same to three millions, and to be divided into
shares of hundred dollars each which shall be
deemed personal property and be transferred in such
manner and at such places, the byelaws Of the
pany shall direct By the third section the parties who
were authorized to receive subscriptions might make
twenty thousand shares subscribed the capital stock Of
the company But II the subscription exceeded thirty
thousand the to be reduced and apporioned
in such manner as shond be deemed most beneficial TO
the corporation. Under the fourth section the imme.
date government and direction Of the affairs Of the
pany in Of nine directors to be chosen
by the stockholders Four of such directors formed
. quorum for the transaction Of business. BY the
seventh section the directors vested with the power
ton and management Of stock properly and estate
Of the company not contrary to the charter the laws
Of the State or OF the United States; the transfer Of
shares the duties and conduct Of their officers and their
servants and all matters whatsoever which may spper
tain to the concerns of suchcompany." By the TWEEN.
&c
exercise Of the powers conferred by the charter
luton adopted by the stockholders to the following
efect-(Book Of Records Nos. 20 and 21):-sTransfer
and Certificates Of Stock-The principal transfer Office
shall be in the city Of New Haven but transfer agen
ces may be established in the cities Of New York and
Boston, by resolution Of the board Of directors Ind all
transfers Of stock at Office shall be made under and
In compliance with, such rules and rsgula.
and transfer (Which need not be under seaD
as may from time to time be made, ordered
and appointed by the Board of Directors Certificates
OF stock shall be in such form and issued under such
rules and regulations the Board Of Directors may
from time to time appoint and direct" The directors
adopted the forus Of transfers, certificates and blank
powers Of transfer and ordered their general On
the Sd OF February 1S47, the following resolution
adopted by the directors 1.-THE receipts and certificates
Of stock the books at New Haven to be signed by j.
E. Sheffield, as transfer agent at Boston, to DO signed
by J. E. Thayer Brother transfer agents; at New
York, to be signed by Robert Schuyler, transfer
AR 10 IF ia urift Ioc1a
ration that the party in whose favor IL runs Is entitled
to the shares expressed in It, 1t is written admission
that such person is member Of the company. The
company is partnership except expressly qualified.
The certificate s therefore, admission that the per-
son named is q partner. Did there then down
the whole body Of associates (the stockholders
this company, power to Robert Scuyler to declare
that the person mentioned in such certificate was
mnmberS II seems to that the affirmative Is made
the series Of acts and resolutions have stated
do not what link III this chain be broken Grant
this and the first part Of Mr. Woods powerful argument
is overthrow That was in substance, this: You
not, by any rational deduction, imply power in an
q which wa q