The Wallace miner. [volume] (Wallace, Idaho) 1907-current, 1915-12-09

An express surrender of a coal leas
by mining corporation requires cor
porate action; and the president o
such corporation has no inheren
power to surrender a mining lease be
longing to the corporation.--Laing '
Price wv Ya.), SO S. E., 497, p. 49s
October. 1914.
Power Of Directors to Dispose of
Property.
The general incorporation act b
Delaware (22 Delaware laws, 394), au
thorizing a mining corporation to buy
sell and deal in mines, acquired b,
exchange of property, and sell or 9th.
erWise dispose of and deal in shares
OF other corporations, and the arti.
cles of incorporation Of mining com
pany providing that the directors shall
have the power to SELL assign and
transfer and convey and otherwise
dispose Of a part of the property, as
sets and effects of the corporation
less than the whole or substantially
the whole thereof, on such terms and
conditions as they may deem right
and just, without assent of the stock
holders, clothes the directors of a min
ing corporation with the power, when
acting In good faith and with no per-
sonal advantage to themselves to ex-
change the mining property Of the
corporation for stock in another cor
poration, and the judgment Of the di-
rectors as to the wisdom of the ex-
change will not be reviewed where
there Is no evidence of nadequacy of
consideration for the sale--Butler v.
New Keystone Copper Co. (Delaware),
93 Atlantic, $50, p 1882, February,
1915.
knowledge of Observation-Disclosures
Not Ratification.
Where secretary and manager Of
an existing contract and made set
Element with well driler and there
upon notified majority Of the direct
ors of the corporation of the cancella-
liAiA ahd splAiIhAEhlt iHC SlIitNI
and acquiescence of the individual d.
rectors will not amount to a ratifica-
ton of the act of the secretary and
manager. as such a ratification by the
directors could only be accomplished
by formal act on the part of the
members when in session, and In such
case the mere silence of the indlvid-
ual directors can not operate as an
estoppel.- V. Brownstone oil
Refining Co. (Cal) 143 Pac., 1922, D.
1923.
Powers of Majority of Stockholders
Rights of Minority.
Under the statute of Montana, the
holders of two thirds of the issued
stock of any Montana mining corpor-
alton may by vote authorize a sale OF
all the corporate property to the same
scented thereto, and upon any such
sale the mining corporation is dlssolv-
ed and wound up as in other cases. A
minority stakeholder Is powerless to
PAENti Hu1Il ~ HeiiNs as ENClg HlbIh~
holder consents to this statutory pro-
vision when he becomes stakeholder
and 1t is part Of his contract with the
other stockholders and the corpora
tion. If sale by two thirds Of the
is fraudulent a minority
stakeholder may avoid the sale on the
ground of fraud, or he may have an
appraisal of his stock and compel a
payment of it's appraised value; but
If he elects to have an appraisal of his
stock he can not thereafter resort to
his remedy for the fraud-Wall v. I
Anaconda Copper Mining Co, 216
Fed, 242, p. 24S.
Power of Directors to Dispose Of All
the Property.
Neither the directors nor the stock
holders of prosperous mining cor
,oration have power to sell all, or sub
all, the property Of the cor
over the objection of the
lolder of a single share of stock; but
t the business is Improbable, the en-
erprise hopeless and the mine a dis
and the further develop
nent Improbable and unwise, then
he holders of majority of stock may
ven against the dissent OF a minority
ell all the property of the corpora ,
ion with view Of winding up the
orporate affairs. And where the ,
harter provisions are broad enough 3
o include such sale within the COR
orate purpose, it will be within the ]
over of the majority of the stock 6
olders to so sell, in any event, as :
gainst the protest OF minority of
ne stockholders. V. New Key
tone Copper Co. (Delaware), SO At a
lntic. $50. p. Ss2, February, 1915. +
apital Stock Not Payable in Depre-
ciated Property. a
The laws of Missouri do not con-
smplate or permit corporation TO a
2 formed with fictitious capital stock /,
erely by designating in the articles a
incorporation that the capital stock q
insists of property of a named valu- 70
ion; and stockholders of a mining NJ
can not escape personal 81
ability on their stock subscription by W
rowing that the articles of incorpor- ~
ion state that the capital stock was IN
lily paid In certain mining property ri