Eagle River review. [volume] (Eagle River, Wis.) 1890-1927, 1913-08-29

compelled to issue a new certificate for the stock
until the old certificate is surrendered to it
Section 2. There are added to the statutes rwen-
ty-three sections to read Section 1l5ln--l:
l. Title to certificate and to the shares represented
thereby can be transferred only:
% BY delivery Of the certificate Endorsed either
In blank or TO specified by the person appearing
by the certificate to be the owner OF the snares
represented thereby; or
~ By delivery Of the certificate and separate
document containing a written assignment OF tne
certificate power of attorney sell, assign. or
transfer the same or the shares represented thereby
signed by the person appearing by the certificate TO
De the owner of the shares represented thereby.
Such assignment or power Of attorney may be either
in blank or to a specified person.
q The provisions of this section shall be apple
able although the charter articles OF incorporation
or code Of regulations bylaws of the corporation
issuing the certificate and the certificate itself pro-
vide that the shares represented thereby shall be trans
ferable only the books of the corporation or shall be
registered by registrar transferred by transfer
agent
Section I751n-2. Nothing in this act shall be con-
strued enlargng the powers of an infant other
person lacking full legal capacity. of trustee,
executor or administrator other aduciary to make
valid endorsement assignment or power OF attorney
Section 1751n-3. Nothing in this act shall be
strled forbidding corporation:
ID To recognize the exclusive right of person
registered on It's books as the owner of shares to
receive dividends. and to vote as such owner; or
l2l TO hold liable for calls and assessments per
son registered on its books the owner OF shares
Section l75ln-4 The title of transferee Of a
certificate under power Of attorney or assignment
not written upon the certificate and the title Of any
person claiming under such transferee. shall cease
and determine IT, at any time prior to the surrender
OF the certificate to the corporation issuing it. another
person, for value In good faith and without notice
OF the prior transfer shall purchase and obtain de-
livery Of such certificate with the Endorsement oil
the person appearing by the certificate to be the
owner thereof or shall purchase and obtain delivery
Of such certificate and the written assignment or
power OF attorney Of such person. though contained
In separate document.
Section 1751n--5. The delivery Of certificate to
transfer title in accordance with the provisions Of sec
ton l751n-1 Is eectual except as provided in Sec
by M
OF possession and having authority from the
Or the certificate or from the Durporting to
transfer the title.
Section 1751n-6. The Endorsement Of certificate
by the person appearing by the certificate to be the
except as provided in section 176ln-7, though the
indorser or transferor:
~ Was induced by fraud. duress or mistake. To
make the Endorsement or delivery;
~ Has revoked the delivery Of the certificate or
the authority given by the Endorsement delivery Of
t3) Has died or become legally incapaciated after
the Endorsement whether before after the delivery
Of the certificate; or
"a Has received consideration
Section l751n-7. l. The possession Of the certi
hcate may be reclaimed and the transfer thereof
rescinded:
% II the Endorsement or delivery Of certificate
was produced by fraud or duresa. or made I'M
der such mistake as to make the indorseme It or de-
livery inequitable: or
~ If the delivery OF certificate was made
without authority from the owner after the owners
death legal ineapacity. the possession Of the cer
hcate may be reclaimed and the transfer thereof
reScinded
2. The provisions of subsection shall apply un-
less:
s(1) The certificate has been transferred to pur-
chaser for value in good faith without notice OF any
facts making the transfer wrongful or
~ The injured person has elected to waive the
injury. or has been guilty Of laches In endeavoring
to enforce his rights.
8. Any court of appropriate Jurisdiction may
force specifically such right to reclaim the possession
OF the certificate to rescnd the transfer thereof
and. pending litigation. enjoin further transfer
Section l751n-S Although the transfer Of cerh-
fcate or Of shares represented thereby has been
rescinded or set aside nevertheless If the transferee
has possession Of the certificate of certificate
representing part the whole Of the same shares
the transferee, medately or Immediately. TO a pur
chaser for value In good faith without notice Of
lacts mahhg tne transfer wrongful snail give such
purchaser indefeasble right to the certificate and
the shares represented thereby.
Section 1751n--9. The delivery Of a certificate By
the person appearing by the certificate to be the
thereof without the Endorsement regulate for
the transfer Of the certificate and the shares repre-
scented thereby but with intent transfer such certi
fcate or shares shall impose an obligation In the
absence Of agreement to the contrary, upon the
person 50 delivering. to complete the transfer By
making the necessary Endorsement The transfer shall
take effect as Of the time when the Endorsement is
actually made This obligation may be specifically
enforced.
Section 1751n-10 An attempted transfer Of title
to certificate to the shares represented thereby
without delivery Of the certificate shall have the effect
of promise to transfer and the obligation, II any
imposed by such promise shall be determined by the
law governing the formation and performance Of
tracts
Section 1751n-11. /. person who for value
transfers certificate Including one who assigns for
contrary intention appears. warrants:
ID That the certificate is genuine;
(2) That he has legal right to transfer It.: and
(3) That he has knowledge Of any fact which
would impair the validity Of the certificate
2. In the case of an assignment Of claim secured
such warranty shall not exceed the amount Of the
claim.
Section 175ln--12. mortgage. Pledge. or other
holder fer security OF . certificate. who In good
faith demands receives payment of the debt for
which such certificate is security whether from
party to draft drawn for such debt. or from any
other person. shall not by so doing be deemed to
represent to warrant the genineness Of such cer
hcate, or the value Of the shares represented
thereby
Section 175ln-13. creditor whose debtor L. the
owner Of certificate shall be entitled to such aid
from courts of appropriate jurisdiction, by Injunction
and otherwise. in attaching such certificate or in
satisfying the claim by thereof as is allowed
at law or In equity In regard TO property which can
not readily be attached or levied upon By ordinary
legal process
Section 1751n-14. There shall be no lien In favor
Of a corporation upon the shares represented by a
certificate issued by such corporation and there shall
be restriction the transfer Of shares repre-
scented by virtue of any bylaws Of such corporation
or otherwise, unless the right Of the corporation to
such lien or the restriction is stated upon the
tifcate.
whether fraudulent or not and by whomsoever made.
shall not deprive the owner Of his title to the ceri
Represented LlereDy,
and the transfer Of such certificate shall convey
TO the transferee good title to such certificate and
to the shares originally represented thereby.
Section 1751n-16. Where certificate has been
lost destroyed court Of competent jurisdiction
may order the issue Of certificate therefor on
service Of process upon the corporation and rea-
sonable notice by publication, and in any other way
which the court may direct to all persons interested
and upon satisfactory proof Of such loss destruc
ton and upon the giving Of q bond with SUFFICIENT
surety to be approved by the court to protect the
corporation person injured by the issue Of the
new certificate from any liability expense which it
fcate remaining outstanding. The may also In
its discretion order the payment Of the corporations
reasonable cost and counsel fees The issue of new
certificate under order Of the court as provided
in this section shall not relieve the corporation
from liability in damages to person to whom the
original certificate has shall be transferred for
value without notice of the proceedings Of
ance of the certificate.
Section 1751n--17. In any not provided for by
sections 1751n-1 to 175ln-23, inclusive, the rules
Of law and equity. including the law merchant and
in particular the rules relating to the law Of prin
cpal and agent executors administrators and trus-
tees and to the effect Of fraud, Misrepresentation
duress coercion mistake. bankruptcy. other In
validating cause. shall govern
Section 1751n-18 The provisions Of sections 1751n
Il to 1751n-23. inclusive. shall be interpreted
and construed to eectuate its general purpose to
make uniform the law of those states which t.
Section 1751n-19. A certificate is Endorsed when
assignment power Of attorney to sell, assign
or transfer the certificate the shares represented
thereby Is written the certificate and signed by
person appearing by the certificate to be the owner
of The shares represented thereby. when the sigma
49, Do urTdffn