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LEGAL PHASES OF COOPERATIVE ASSOCIATIONS, BS) 
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 itt A stockholder as such is not an agent 
of the corporation.2 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 lability 
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. rom 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 
writers on this point, is an old one. Corporations were known to 
* Button v. Hoffman, 61 Wis. 20, 20 N. W. 667; City of Winfield v. Wichite ‘Vatural 
Gas Co., 267 Fed. 47. 
5 United States v. Strang, 254 U. S. 491. 
6 Liverpool Ins. Co. v. Mass., 10 Wall. 566, 
