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Reports of cases decided in the Supreme Court of the state of Utah
Reports of cases decided in the Supreme Court of the state of Utah Author:Utah Purchase of this book includes free trial access to www.million-books.com where you can read more than a million books for free. This is an OCR edition with typos. Excerpt from book: of directors from five to nine, is clearly not fundamental, within the definition above given and sanctioned by the authorities cited. It in no way changes the n... more »ature or purpose of the boom company, or of the enterprise for which it was created. It is a change respecting modus operandi merely; a change, not of the nature or purpose or character of the company, or of the company's enterprise, but a change of the instrumentalities and agency — the machinery— by which that purpose is to be effected and that enterprise carried on." Many cases hold that the requirements in corporation statutes which are not fundamental are merely directory. In the case of Mead v. Keeler, 24 Barb. (N. Y.), 24, the statute required the certificate of incorporation to contain the number of trustees and their names, and who should manage the concerns of the company for the first year. This the certificate failed to do, and the defendant resisted his liability as a stockholder on that ground. Mr. Justice Wells, in the opinion, said: "I think their corporate character may be legally upheld by treating the provisions of the act, which is the foundation of the objection, not as fundamental, but as directory." In the case of Stone v. The Great Western. Oil Company, 41 111., 85, the defendant resisted the payment of the amount of a call made on the capital stock of the company on the ground that the duplicate of the writing by which the association was constituted was not filed, as required by statute, in the office of the Secretary of State, but the court held, and quoted numerous cases in support of the ruling, that the omission to file such duplicate writing did not exempt the defendant from liability to pay said calls, and that the requirement of the statute was directory only. The same doctrine ...« less