Case Notes

Cases decided before July 1, 1987:

Issuance of shares of stock certified as fully paid by the witness when in fact they were not renders witness liable to criminal penalties. 4 U.S.D.C. Haw. 724.

Invalid bylaws are enforceable against one who agrees to be bound as long as it is not illegal, ultra vires, or contrary to public policy. 190 F.2d 442.

Where corporation is dissolved for nonpayment of taxes, creditor is not party aggrieved entitled to compel dissolved corporation to arbitrate. 224 F.2d 952.

Valid service even though defendant was not doing business in the State at the time of service or commencement of action. 228 F. Supp. 715.

Service on station manager for foreign corporation operating airline. 253 F. Supp. 588.

Officers and directors lawfully acting on behalf of their corporation should do so at no risk of personal expense. 446 F. Supp. 1329.

Church corporation election of trustees. 3 H. 50.

Tax on shares of stockholder is different from a tax on capital of corporation. 4 H. 63.

On discretion to grant charter. 5 H. 73.

Proxy sufficient to authorize representative of absent stockholder to vote at subsequent meetings is sufficient to authorize vote for principal at first meeting of incorporators; shares of stock sold and transferred on books of corporation carry right to vote in vendee. 5 H. 555.

Service of garnishee process on manager is service on corporation. 6 H. 259.

Shares pledged as security extinguished on payment of mortgage. 7 H. 120.

Pledge of stock by bankrupt. 7 H. 579.

President cannot by virtue of president's office and without authority from corporation bring suit in the name of the corporation. 8 H. 343.

Where corporation will not defend itself its stockholder given leave to defend. 8 H. 721.

Relation between corporation and shareholder in respect to declared dividend is that of debtor and creditor. 10 H. 235.

Failure to pay fee does not affect validity of incorporation as far as third parties are concerned. 10 H. 366.

Corporation may be compelled to record transfer of stock resulting from a pledge. 10 H. 379.

Articles in statutory form cannot be rejected. 11 H. 5.

Officers elected at meeting illegally held may be ousted by quo warranto; directors without consent of all stockholders may not amend bylaws. 11 H. 22.

Court has no power to adjudge void for voting the stock of a person not party to proceedings. 11 H. 277.

Public has no right to inspect or obtain information from stock books. 13 H. 438.

Corporate existence begins with the actual filing of articles of association. 14 H. 232.

The presumption of capacity to sue by natural person is extended to a corporation. 14 H. 500.

Corporators may bind themselves by contract in the articles or bylaws; stock may be voted by proxy though its owner is present and personally votes other stock as trustee. 15 H. 333.

In an action before district magistrate after plea of general denial plaintiff need not prove corporate capacity. 16 H. 256.

To be a corporation sole, it must be created under the statute. 16 H. 345.

Issuance of negotiable paper as exigencies of business may require is implied power. 17 H. 107.

Stockholders of corporation which fails to file annual exhibit are not individually guilty of a misdemeanor. 17 H. 561.

Purposes for which corporation may be organized. 18 H. 52.

Filing of exhibit compelled by mandamus. 18 H. 76.

Tax is imposed upon capital stock authorized by company, not including the additional amount that may be issued upon increasing its capital stock. 18 H. 185.

Term "goods" includes shares of stock. 19 H. 154.

Purposes for which corporation may be organized. 19 H. 340.

Bylaws may be adopted by the acts and conduct of corporation as well as by express adoption. 21 H. 13.

Complaint need not allege that action was authorized by corporation. 21 H. 62.

Stock book is prima facie evidence of ownership of shares of stock. 21 H. 506.

A corporation cannot make a bylaw extending or limiting right established in charter. 22 H. 370.

An election at meeting of incorporated society is not ipso facto invalid by reason of presence of nonmembers; special requirements for voting void as not provided for in bylaws. 22 H. 604.

Acts ultra vires discussed. 22 H. 660; 32 H. 667.

Call for meeting discussed. 25 H. 418.

Subscription is offer until accepted by corporation. 28 H. 32.

Stockholder may employ accountant for purpose of examination of books. 28 H. 68.

Determination of title to office by quo warranto. 28 H. 476.

The unauthorized issuance of stock certificate by president and treasurer does not create contract of sale of stock. 28 H. 528.

Demand for examination of books presumed for proper purpose. 29 H. 508.

Broker may rehypothecate customer's securities for amount not in excess of indebtedness against securities. 33 H. 315.

The original purposes of a private corporation, if devoted to public charities may not be varied except upon judicial approval. 36 H. 250.

Corporation is estopped to deny validity of contract executed by president in ordinary course of business. 39 H. 346, aff'd 225 F.2d 841.

Attempted service on foreign corporation held insufficient. 44 H. 250, 352 P.2d 314.

Provision for service on director of regulatory agencies not applicable if corporation was not required to file under chapter 418. 49 H. 129, 412 P.2d 645.

Cited as authorizing former director of corporation to sue as trustee on behalf of corporation. 50 H. 472, 443 P.2d 145.

Promoter's liability to stock subscriber discussed. 51 H. 507, 465 P.2d 293.

After stockholder's meeting has been adjourned sine die and there has been no appeal, minority of stockholders may not call meeting. 52 H. 637, 484 P.2d 145.

Function of trustee does not include right to present argument pro se, but where there are no funds to hire attorney, exception will be allowed. 53 H. 23, 487 P.2d 286.

Officer holds a fiduciary relation towards corporation and cannot retain undisclosed personal profit from corporate transaction. 53 H. 149, 488 P.2d 1172.

Corporate entity disregarded under certain circumstances. 54 H. 267, 506 P.2d 9.

Requirements for incorporation of attorneys. 55 H. 121, 516 P.2d 1267.

Shareholder not liable for defamation by corporation. 56 H. 522, 543 P.2d 1356.

Involuntary dissolution and appointment of trustees are not the equivalent of an adjudication of insolvency and appointment of receivers. 58 H. 1, 563 P.2d 390.

Corporation adopting name formerly used by another corporation not liable, without more, for debts of other corporation. 59 H. 543, 584 P.2d 114.

Generally a corporation cannot represent itself in litigation, but can do so only by an attorney. 60 H. 372, 590 P.2d 570.

Nature of proof required of shareholder challenging nonself-dealing transaction. 4 H. App. 359, 667 P.2d 804.

"Successful on the merits" means successful upon entry of a favorable and final appellate ruling. 4 H. App. 421, 667 P.2d 830.

Cited: 776 F.2d 1425; 643 F. Supp. 161; 646 F. Supp. 1063.