22 BULLETIN 1106, U. S. DEPARTMENT OF AGRICULTURE. 



of a corporation. In the case of nonstock corporations one who 

 ceases to be a member of the corporation from any cause in the 

 absence of express provisions to the contrary loses his interest in 

 the corporation and in turn is free from any further liability. 

 At common law one who withdraws, resigns, or is expelled from 

 a nonstock corporation or association is not entitled to anv com- 

 pensation or pay for his interest or equity in the assets of the 

 association. In a Florida case®^ certain members withdrew from 

 a fruit marketing association and then instituted a suit against it. 

 One of the objects of the suit was to obtain compensation for " their 

 interest " in the association. Apparently there was no provision, 

 either statutory or otherwise, on the subject. The court held that 

 the members on withdrawing from the association lost all their 

 rights therein, and that all of the assets of the association could be 

 used for the benefit of the remaining members, and that nothing 

 was due the members who had withdrawn, 



DISSOLUTION. 



It is clear that through unanimous consent on the part of the 

 stockholders or members of a corporation it may be dissolved.*^^ 

 The right of a majority of the stockholders or members at common 

 law to force a dissolution of a corporation against the opposition 

 of the minority is not so well established. Some authorities hold 

 that the majority can force a dissolution,®^ while a contrary doctrine 

 has been laid down.®^ Of course, if there are statutory or charter 

 provisions on the subject they would control. A corporation may 

 cease to exist through the expiration of its charter if the duration 

 of the corporation is limited, and its charter may be forfeited by 

 the State for unauthorized or unlawful action or conduct,^" or the 

 charter may be repealed through the reserved power of the State.^^ 

 On the dissolution of a corporation after the payment of its debts 

 at common law, its assets are distributed pro rata among the vari- 

 ous stockholders or members according to the number of shares held 

 by them.'^^ In the case of corporations having preferred stock, 

 the preferred stockholders by express provisions are frequently 

 given preference over the common stockholders in the distribution 

 of the assets of a corporation on its dissolution. The rule that the 



«* Clearwater Citrus Growers Ass'n. v. Andrews, (Florida) 87 So. 903 ; see also Union 

 Benev. Soc. No. 8 v. Martin, 113 Ky. 25, 67 S. W. 38; Dade. Coal Co. v. Penitentiary 

 Co., 119 «a. 824 ; 19 R. C. D. 1267. 



67 Mobile, etc. R. R. v. State, 29 Ala. 573, 586. 



68 State V. Chilhowee, etc., Mills, 115 Tenn. 266. 



69 Polar Star Lodge v. Polar Lodge, 16 La. Ann. 53 ; see also Stockholdei-s, etc. v. 

 Jefferson, etc. Assoc, (Iowa) 136 N. W. 672. 



™ People V. Pullman's Palace Car Co., 175 111. 125. 



""■ Swan, etc. Co. v. Frank, 148 U. S. 603, 611. 



" Krebs. v. Carlisle Bank, 14 Fed. cas. 856 ; Central, etc. v. Smith, 43 Colo. 90. 



