LEGAL PHASES OF COOPERATIVE ASSOCIATIONS. a4 
In the absence of restrictions in the charter or by-laws of a non- 
stock corporation or of a statutory provision on the subject, a member 
may withdraw at any time, and no acceptance is required.** On the 
other hand, shareholders or members of a corporation having capital 
stock can not, strictly speaking, withdraw from the corporation.** 
This brief sketch on the differences between stock or nonstock cor- 
porations explains why a stock corporation is generally thought of as 
a commercial organization; that is, as an organization in which 
money, rather than the personnel of the membership, is the dominant 
factor. By appropriate charter or statutory provisions a stock cor- 
poration may exercise control over its membership resembling that 
exercised by nonstock corporations. Indeed, no reason is apparent 
why the legislature could not endow stock corporations, at least at 
the time of their creation, with as complete control over their mem- 
bership as that possessed by nonstock corporations. In several juris- 
dictions at this time statutes providing for the incorporation of co- 
operative associations with capital stock exist which give such asso- . 
ciations control over their members or stockholders comparable with — 
that fundamentally possessed by nonstock corporations. 
TRANSFER OF STOCK, LOSS OF MEMBERSHIP. 
As has been pointed out elsewhere, an incorporated cooperative 
association or other corporation may, if appropriate statutory author- 
ity exists, restrict the transfer of its stock. At common law, however, 
shares of stock may be transferred or disposed of in any of the ways 
known to the law. In the absence of restrictions, therefore, shares of 
stock may be sold, devised, or transferred like property of any other 
kind. Transfer books are usually kept by corporations in which 
the names and addresses of purchasers of stock are kept. This 
is necessary in order that the officers of the corporation may be 
able to pay the dividends to those entitled thereto, and in order that 
notices may be sent to the shareholders. Fundamentally, and this is. 
the rule in the absence of stipulations to the contrary, on the transfer 
of the stock of a corporation held by an individual the purchaser 
stands in the place of the former owner as to rights and liabilities, 
and the former owner has no further interest in the corporation and 
is free from any further liability.© 
As previously stated, the general rule is that the owner of stock 
or the holder of a membership certificate that is fully paid for is 
exempt from liability to the creditors of the corporation. Limited 
| liability is the general rule relative to the stockholders or members 
8 Ewald v. Medical Seciety, 130 N. Y. S. 1024, (reversed on other grounds, 144 App. 
Diy. 82) ; Finch v. Oake, 73 L. T. R. (N. S.) 716. 
& Picalora v. Gulf Cooperative Co., 123 N. Y. S. 980. 
© Whitney v. Butler, 118 U. S. 655. 
