LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. 19 
this is not generally done, but the power to do so undoubtedly exists. 
The thought to have in mind is that the legislature has complete 
control, within constitutional limitations, of the creation of corpora- 
tions. It may make no provision for their creation, or it may grant 
those created limited or wide powers. 
Nonstock corporations do not have capital stock and usually are 
not commercial organizations. They generally issue certificates of 
membership to their members evidencing the right of the members 
in the corporation. Some of the more common of the corporations 
of this type are incorporated churches, clubs, or social organiza- 
tions. In the early history of business corporations having capital 
stock, certificates of stock evidencing the shares into which the 
capital stock of the corporation had been divided were not issued, 
but as time went on some corporations issued certificates of stock 
evidencing the interest of shareholders in the corporation. The 
convenience and desirability of stock certificates which could be 
readily transferred from hand to hand were so apparent that it soon 
came to be looked upon as a right of a member of a business cor- 
poration to have certificates of stock issued to him. And at this 
time purchasers of stock may generally require the corporation to 
issue certificates of stock. 
From an early date stock certificates were assigned and transferred, 
and this assignability is generally regarded as one of their leading 
qualities. Stock of a corporation is regarded as property and, like 
property of any other kind, is vendible. The whole policy of the 
law is against restraint on the disposition or sale of property. How- 
ever, the courts have, where the corporation was authorized to do so, 
as previously explained, upheld restrictions on the right of members 
to transfer shares of stock. At common law, however, shares of 
stock are regarded as personal property capable of sale, transfer, or 
succession in any of the ways by which personal property may be 
transferred. 60 
On the other hand, the interest which a member has in a nonstock 
corporation, which is usually evidenced by a certificate of member- 
ship, at common law is not transferable. In a certain case the plain- 
tiff acquired a certificate of membership from one who was formerly 
a member of a nonstock corporation, but it was held that this 
did not constitute the plaintiff a member of the corporation. 61 Of 
course certificates of membership could be made transferable by 
statute, by charter, or by authorized by-laws, but in the absence of 
specific provisions on the subject they are not transferable. Funda- 
60 Cook on Corporations, sec. 331: Mobile Mut. Ins. Co. i\ Cullom, 49 Ala. 558; Boston 
Music Hall v. Corp., 129 Mass. 435. 
61 American Live Stock Comm. Co. v. Chicago Live Stock Exchange, 143 III. 210, IS 
L. R. A. 190. 
