the secretary the existence of the corporation shall terminate.

ence to be con

"Sec. 7. The existence of any such corporation shall continue during the proceedings for the winding up of its affairs so far Corporate existas may be necessary to enable it to prose- tinued for certain cute and defend suits by or against it, purposes. close up its affairs, dispose of its property, and distribute its assets."

Sec. 90. By-laws; assessments; fines. Any corporation without capital stock may make bylaws imposing fines and penalties, and may lay assessments or dues to further the objects of the corporation, either by by-laws adopted for that purpose or by vote of the members of such corporation at meetings warned and held for that purpose. No such by-law shall be adopted and no such assessment or due shall be laid except by a two-thirds vote of all the members of the corporation. No such fine, assessment, or due shall exceed the sum of twenty-five dollars. Such corporation may sue for and collect such fines and assessments and dues.

Sec. 91. Sections 3311 to 3398, inclusive, and 3928 to 3938, inclusive, of the general statutes and chapter 69 of the public acts of 1903 are hereby repealed.

The Corporation Act, as originally enacted, was approved June 22, 1903.

NOTES.

Fees for filing, etc., are covered by Gen. Statutes, Rev. of 1902:

"84814. Corporations without capital stock. Upon the approval by the secretary of the certificate of organization of a corporation without capital stock a fee of ten dollars shall be paid by it to the state treasurer.'

Gen. Statutes, Rev. of 1902, relating to salaries and fees of various public officials, provides that the Secretary of State shall receive the following fees:

"For filing or recording any documents required to be filed or recorded, otherwise than for the state, and for certified copies, except resolutions relating to payment from the treasury, when not otherwise specially provided for, one dollar for filing, and for recording, one dollar for two pages or less, and for each additional page at the rate of fifty cents per page; for preparing forms for certificates and returns of corporations, for recording same, and for copies of certificate, fifty cents for each page, but in no case less than one dollar; for filing copy of charter or certificate of organization of foreign corporation, ten dollars, and for filing the statement required from such corporation, five dollars; for secretary's certificate with the state seal impressed thereon, fifty cents; for certificate of record of trade union label, one dollar."

PROMOTERS.

A promoter has been defined to be a person who organizes a corporation. It is a business term "usefully summing up in a single word a number of business operations familiar to the commercial world by which a corporation is generally brought into existence. It is well settled that promoters occupy a fiduciary relation towards the corporation whose organization they are promoting. Yale Gas Stove Co. vs. Wilcox, 64 Conn. 101.

Promoters of a corporation are bound to the exercise of good faith toward all the stockholders, to disclose all the facts relating to the property, and are precluded from taking a secret advantage of other stockholders. Dickerman vs. Northern Trust Co., 176 U. S. 181.

False representations made to promoters and acted on by the corporation, will, after loss, enable the corporation to recover. Scholfield Gear & Pulley Co. vs. Scholfield, 71 Conn. 1, 14.

A corporation having accepted services incident to its incorporation and organization may lawfully undertake to pay therefor and a duly authorized note of the corporation given for the agreed amount rests upon a valid consideration. Smith vs. New Hartford Water Co., 73 Conn. 626.

EVIDENCE.

66

Gen. Stat., Rev. of 1902: "§ 734. Disclosure; examination of officer of corporation. If a corporation is party to an action, the opposite party may examine the president, treasurer, secretary, clerk, or any director or other officer thereof, in the same manner as if he were a party to the suit."

Records of

Gen. Stat., Rev. of 1902: "§ 699. public offices and corporations. The entries or records of all corporations and all public offices, where entries or records are made of their acts, votes, and proceedings, by some officer appointed for that purpose, may be proved by a copy certified under the hand of such officer, and the seal of such corporation or office (if there be any); and if any such officer shall knowingly make a false certificate, he shall be punished in the same manner as if guilty of perjury.”

Gen. Stat., Rev. of 1902: "$700. Corporation certificates; copies as prima facie evidence. A copy of any certificate filed by any corporation for record in the office of the secretary of state in compliance

with the requirements of law shall, when attested by said secretary under his hand and the seal of the state, be prima facie evidence of the facts set forth therein."

Rules under the Practice Act: "Sec. 161. In an action by a corporation, foreign or domestic, founded upon any contract, express or implied, the defendant shall not, under a general denial, be permitted to dispute, but shall be deemed to admit the capacity of the plaintiff to make such contract.'

Whether acts are in official or individual capacity. Notice to an officer of a corporation, addressed to him as such, dealing with matters under his official management, is notice to the corporation, and the parties sending it may presume, until otherwise informed, that the contents have been made known to the corporation. Smith vs. Board of Water Commissioners, 38 Conn. 208 at 219. See also Bridgeport Bank vs. N. Y. & N. H. Railroad Co., 30 Conn. 231, holding that the knowledge of an agent obtained while acting within the scope of his official power is the knowledge of the corporation, and a fraudulent act of such agent cannot be taken advantage of by the corporation. To the same point see Toll Bridge Co. vs. Betsworth, 30 Conn. 380. But notice to an officer must come to him in his official capacity, to become notice to the corporation, and if it comes to him as an individual merely, or in connection with a matter as to which he has no authority, it is not notice to the corporation. See Farrel Foundry vs. Dart et al., 26 Conn. 376; Farmers & Citizens' Bank vs. Payne, 25 Conn. 444.

Admissions. The admissions of individual members of a corporation, or of agents or officers not made in connection with any official act, or in the course of duty, are not admissible against the corporation. Hartford Bank vs. Hart, 3 Day, 491; Fairfield County Turnpike Co. vs. Thorp, 13 Conn. 173;

Morse, Adm. vs. Consol. Ry. Co., 81 Conn. 395; Starr Burying Ground Assn. vs. North Lane Cemetery Assn., 77 Conn. 83.

The president of a railroad company may testify as to its intention in improving and double tracking its line without producing a copy of a recorded vote or other evidence of formal action by its directors. The rule as to parol evidence of a corporate intent inconsistent with action which has been taken and is on record has no application to parol evidence as to a corporate intent respecting action to be taken in the future. N. Y., N. H. & H. R. R. Co. vs. Offield, 78 Conn. 1.

Evidence that a certain person was treasurer of a Connecticut corporation in 1903, since when it had failed to file any annual statement giving the names of its officers as required by statute, authorizes the inference that he was its treasurer up to the time of the hearing two or three years later. Stafford Springs St. Ry. Co. vs. Middle River Mfg. Co., 80 Conn. 37.

When a contract relating to the business of a corporation bears the name of the corporation as the first signature, followed by the names of certain corporate officers with their official titles, whether with or without the preposition "per" or "by," the corporation will be regarded as the signer and obligor, and the individuals will not be obligated, unless other language of the writing or its tenor indicates a contrary intention. The use of the pronoun "we” or “I” in the contract, referring to the obligor, is not sufficient to change this rule of construction. Jacobs vs. Williams et al., 85 Conn. 215.