LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 3 



It can be done only through the proper officers or agents of the 

 corporation. If one man acquires all the stock of a corporation 

 the title to the property of the corporation is not in him, as he 

 can not sue in his own name for damages to the property, nor can 

 he thus transfer title to it.* A stockholder as such is not an agent 

 of the corporation.^ A stockholder or member of a corporation 

 has no control over any part of the assets of the corporation prior 

 to its liquidation. 



The stockholders or members of a corporation are not generally 

 liable for its debts. In all jurisdictions, however, stockholders or 

 members can be compelled to pay the amount which they have 

 agreed to pay for stock of the corporation or for membership in it. 

 The laws of some of the States, notably New York and New Jersey, 

 permit the organization of cooperative associations with liability 

 by the stockholders or members for debts of the corporation. In 

 every case the statutes of the State should be examined to determine 

 the exact liability of stockholders or members in that State. Fre- 

 quently it is assumed that an organization is not a corporation 

 if its members or stockholders are liable for its debts. However, 

 if the organization is incorporated it is a corporation, regardless 

 of this fact. The Supreme Court of the United States has held that 

 an organization may be a corporation, although its stockholders are 

 liable for its debts." But, as a general rule, the stockholders of a 

 corporation are not liable for its debts. From this fact results one 

 of the great advantages of incorporation. It enables a man to ven- 

 ture a definite sima of money in a business without risk of losing 

 more in case the business fails. 



Every corporation suggests cooperative effort on the part of those 

 interested. Several of the large industrial corporations have each 

 more than 100.000 stockholders. The cooperation in such organi- 

 zations consists largely in the pooling of the money paid by stock- 

 holders for stock. If each of the original stockholders of one of 

 these corporations had acted singly and independently in attempt- 

 ing to establish and increase the particular business involved, much 

 less progress would probably have been made than has been accom- 

 plished through the corporation, 



ANTIQUITY OF CORPORATIONS. 



The idea of a corporation, which is said to have been originated 

 by the Romans, although there is not entire agreement among law 

 writers on this point, is an old one. Corporations were known to 



^Button V. Hoflfman, 61 Wis. 20, 20 N. W. 667; City of Winfleld v. Wichit.' ■fxtural 

 Gas Co., 267 Fed. 47. 



6 United States v. Strang, 254 U. S. 491. 

 8 Liverpool Ins. Co. v. Mass., 10 Wall. 566. 



