69 Wis. 256 | Wis. | 1887
The respondent company brought its action in the circuit court against the appellant to recover a balance, alleged to be due to the company upon a subscription, by the appellant, for twenty shares of the capital stock of said company. The plaintiff, in its complaint, alleges that
To this complaint the defendant filéd a demurrer setting up as the only ground of demurrer “ that it appears on the face of the complaint that the above-named plaintiff has not legal capacity to sue, and that said complaint shows that said plaintiff was never duly or legally organized under the laws of the state of "Wisconsin.” The demurrer was overruled, and from the order overruling the demurrer the defendant appeals to this court.
The learned counsel for the appellant insists that the plaintiff, in its complaint, shows that it was never legally incorporated under the laws of this state. The particular
Sec. 1773, R. S., provides that “ until the directors or trustees shall be elected, the signers of the articles of organization shall have the direction of affairs of the corporation, and make such rules as may be necessary for the perfection
After a careful consideration of the provisions of said sec. 1772, R. S., we are satisfied that subd. 6, above quoted, has no application to a stock corporation. The sixth subdivision, above quoted, on its face declares that “in stock corporations, persons holding stock according to the regulations of the corporation, and they only, shall be members.” Stockholders in a corporation cannot be expelled or discharged by the corporation. The statute in its other provisions fixes the liabilities of stockholders, and prescribes the manner in which they may dispose of their stock, and so cease to be members of the corporation. See secs. 1751, 1752, 1751, R. S. 1878. Uo action of the corporation can prevent them from disposing of their stock in the manner provided by law, and thereupon ceasing to be members of the corporation. Uor can the corporation prevent purchasers of stock becoming members, when they purchase in the manner prescribed by statute. See In re Klaus, 67 Wis. 401.
If it be urged that the provisions of subd. 6 have reference to the manner of taking the original subscriptions for the stock, this argument does not hold good, as the next section of the statute, sec. 1773, above quoted, provides for the manner of taking such subscriptions by enacting “ that the persons signing the articles of organization shall make such rules as may be necessary . . . for regulating the subscription to the capital stock.” This provision is a clear indication that there was no intention on the part of the legislature to require that the articles of
By the Court.— The order appealed from is affirmed.