Legal phases of cooperative associations. 3 
to the property of a corporation. They can not transfer the legal 
title thereto, although all of them join in the execution of papers 
purporting to transfer the property. 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 corpora- 
tion 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. 4 A stockholder as 
such is not an agent of the corporation. 5 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 <% 
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 sum 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 
3 City of Winfield v. Wichita Natural Gas. Co., 267 Fed. 47. 
4 Button v. Hoffman, 61 Wis. 20, 20 N. W. 667 ; City of Winfield v. Wichita Natural 
Gas Co., 267 Fed. 47. 
5 United States v. Strang, 254 U. S. 491. 
6 Liverpool Ins. Co. v. Mass., 10 Wall. 566. 
