The Providence news. (Providence [R.I.]) 1891-1906, 1898-09-29
IRELAND WON.
His Demurrer Sustained by Appel
late Court.
Globe Milling Co. Refused to Transfer
Stock on Its Books.

The Appellate Court i'm an opinion
handed down today sustained the
plaintiffs demurrer 10 the defendants
plea i'm the case OF William II. Ireland
VS.. Globe Milling Company. The case
has been twice before the court on
questions of pleading successfully rails
ed. The plaintiff sues the defendant for
damages for a refusal 10 transfer stock
upon it's books TO him. which had been
sold to him by VIM. r.. Stearns, the
owner of record, by delivery of the
certificate and a power OF attorney 10
w. II. Sweetland to make the transfer.
Al the first hearing of the case the de-
fendants third plea was considered
which plea set up the fact that upon
it's organization August 10, 1892, certain
bylaws were adopted providing that
no stockholder should sell his stock uH-
til 30 days after an offer TO the corpor-
alton and that shares should be trans
ferred by endorsement on the certif-
Gates, but the transfer should not be
valid. except between the parties. until
the same should be recorded on the
books of the company and alleging
non compliance with these bylaws.
The plaintiff then claimed that under
the laws of Maine the corporation had
no power TO pass such bylaw be-
cause the statute relating TO bylaws
gave no authority 10 pass bylaw of
that kind and the court sustained that
view of the matter. The defendant then
filed additional pleas setting up the
substance OF the bylaw as an agree
ment between the subscribers to the
stock and the corporation.
II appeared. however, that the GER
tificate of organization was not filed
with the secretary OF state until Aug
ust 81. 1892 and hence by the terms OF
the statute. the organization did not
become corporation or become au-
thorized TO do business until that time.
The corporation therefore could not
have made such an agreement on Aug
ust 10, 1892.
The defendant then set up other stat
utes under which are sections provid-
ing that corporations may make bv-
laws consistent with the laws of the
state and IL is argued that the bylaws
i'm question aNe consistent with the
laws of the state and so the corpora
tion had power to pass them. although
they are not among the classes emu
merated. II is also set out that the by
laws have been continuously in force.
The plaintiff demurs to the plea as
amended.
The question raised is the validity of
the limitation Of stockholders right
~ transfer MS STOCK without nrst or
fering II to the corporation for per-
iod OF 30 days. The court says that il
agrees with the contention that the
case should be governed by the laws of
Maine and refers to the delicacy of de-
Gliding on the laws of another state.
But the opinion after careful review
Of cases in Maine and of the law there
i'm regard to corporations and bylaws
says IL does not question that bylaws
may be passed on subjects. which are
not specially mentioned i'm statute so
far as they relate 10 the regulation of
the affairs Of the corporation but when
they 90 beyond this and resist the pri-
vate right of a stockholder to dispose of
his stock we understand the law of the
state of Maine TO he that such bylaws
are not authorized by the statutes of
Maine. Such rule of law is not in
consistent with the law OF this state SO
far as " has been declared Judge Sti-
ness writes the opinion of the court.