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NORTH CAROLINA
CORPORATION CODE

ANNOTATED.

CONTAINING THE STATUTES AFFECTING PRIVATE CORPORA.
TIONS AS AMENDED BY THE EXTRA SESSION OF THE GEN.
ERAL ASSEMBLY OF 1921 AND THE CONSTRUCTION OF
THESE STATUTES BY THE COURTS PRIOR TO JANUARY
1, 1922, TOGETHER WITH VARIOUS CORPORATE

FORMS.

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Copyright 1922

Ву
THE HARRISON COMPANY

AUG 29 1922

INTRODUCTION.

The purpose of this work is to contain in a single volume, in compact and concise form, the laws relating to the creation and internal management of corporations, with the leading cases from the North Carolina Supreme Court and from the United States Supreme Court, the Circuit Court of Appeals, and the United States District Court, decided under these laws. The statutes include the amendments made by the Extra Session of the General Assembly of 1921. The decisions of the courts rendered before January 1, 1922, are included.

The work contains two parts. Part One includes Chapter 22 of the Consolidated Statutes relating to the organization and management of private corporations, together with certain sections from the Chapters in the Consolidated Statutes on Civil Procedure, Conveyances, Liens and Attachment, which relate to corporations. Sections not directly related to the organizations of corporations or their management, but which affect corporations in a general way, are grouped together. Under this group we have arranged the Child Welfare Laws, the laws declaring the criminal liability of corporations, their officers and employees, the laws setting forth a corporation's duty to its employees, and other sections of like nature.

Following in order are the laws against Monopolies and Trusts, the laws governing Banks and Banking, Negotiable Instruments, Co-operative Organizations, Drainage by Corporations, Rural Communities, Warehouses, the organization of and requisites for doing business by Railroads and Insurance Companies, the organization of Municipal Corporations, and the Municipal Finance, and Taxation.

Part Two contains various corporate forms and suggestions for their use. We have endeavored to give forms for all transactions that may arise during the existence of a corporation from its organization to its dissolution.

The present North Carolina corporation law was taken from the laws of several of the leading industrial states and was adopted in 1901. For this reason we have paid particular attention to the decisions rendered after that date and have deemed it wise not to cite cases decided before that time and encumber the book with explanations of the differences between the present and the

former law. In a few instances we have cited cases decided under the old law that appear to us to be of special importance and not in conflict with the present law. It will be noted that the decisions cited include the construction of North Carolina statutes by the Federal Courts as well as the State Court.

We are greatly indebted to the West Publishing Company, of St. Paul, Minn., for allowing us the free use of its reports and digests. We have in many instances copied paragraphs from its digests and head-notes from its reports verbatim and that company deserves the credit for the clear and concise manner in which these paragraphs are written. This company also granted us permission to refer to its American Digest Classification, the Key Number System, in annotating the book by use of its topical numbers. Thus the digest of a case cited here will be preceded by a topical number that will refer to cases containing similar points decided by the courts of last resort throughout the United States and reported and digested by West Publishing Company. These references can be used to advantage in connection with the Southeastern Reporter Digest, beginning with the fourth volume, the Southeastern Reporter beginning with the sixty-third volume, and the Decennial Digest.

We take pleasure in calling the attention of the North Carolina Bar to the courtesies extended us by the West Publishing Company.

POU, BAILEY & POU,

J. L. EMANUEL. Raleigh, N. C., January, 1922.

PART I.

85

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