68 Mo. App. 546 | Mo. Ct. App. | 1897
The defendant, Midway Lumber Company, a corporation, organized ■ under the laws of ■Kansas, in 1891 made an assignment for the benefit of its creditors. The plaintiff is a creditor of such corporation and attacks the validity of the assignment. The judgment below was for defendants.
In 1886 the legislature of Kansas amended the laws of corporations by enacting the following statute as to changing or amending charters and the manner of proceeding therein in order for the change to become effective:
“That the corporate name of every corporation hereafter organized (except banks and corporations not for pecuniary profit) shall commence with the word “the” and end with the word “corporation,” “company,” “association,” or “society,” and shall indicate by its corporate name the business to be carried on by said corporation'; and any corporation organized or existing under the provisions of this act, may, within the limits of this act, amend its charter in any of the parts thereof; but in any such case, such charter shall be so amended only when authorized by a two thirds vote of the stockholders of such corporation, at a meeting held in conformity with the by-laws thereof; and as so amended such charter shall be subscribed by the directors or trustees thereof, and acknowledged by not less than three thereof, who shall be citizens of this state, before an officer duly authorized to take acknowledgments of deeds, and thereupon filed and recoi’ded in the same manner, and with like effect, as now provided in cases of original charters under provisions of this act.”
on eeheaeing.
While the board of directors of an insolvent corporation have the power to make an assignment for the benefit of creditors, and while it is at least their moral duty to do so, yet when an assignment is made it must be the act of the board. No unauthorized act of individuals can be claimed as a conveyance of the corporate property. In the case at bar, as was shown
It may be stated to be the law, that where the debtor is a nonresident, or has absconded, so that a personal judgment can not be had and he has no property which can be reached by the ordinary, or a statutory process, a creditors’ bill will lie without the necessity of first reducing the demand to judgment and issuing execution. In such state of case a judgment and an execution returned nulla bona would be useless. Judge Bliss, in his usual lucid and careful manner,
The judgment will be reversed and the cause remanded.