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 any 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was due the members who had withdrawn.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charter may be repealed through the reserved power of the State.”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 
6 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 Ga. 824) 19 R. C. L. 1267. 
67 Mobile, etc. R. R. v. State, 29 Ala. 573, 586. 
68 State v. Chilhowee, etc., Mills, 115 Tenn. 266. 
6? Polar Star Lodge v. Polar Lodge, 16 La. Ann. 53; see also Stockholders, ete. v. 
Jefferson, ete. Assoc., (Iowa) 136 N. W. 672. 
70 People v. Pullman’s Palace Car Co., 175 Ill. 125. 
711 Swan, ete. Co. v. Frank, 148 U. S. 603, 611. 
7 Krebs. v. Carlisle Bank, 14 Fed. cas, 856; Central, ete. v. Smith, 43 Colo. 90. 
