another corporation without his consent, and in which there is not even a dictum on the subject of dissolution.

Lauman v. Lebanon Valley R. R. Co.23 The court considered whether, treating a sale of all the corporate property as equivalent to a dissolution of the corporation, a minority stockholder could prevent it, and decided that he could not.

“It is of the nature of his contract with his associates, by which, under legislative authority, they constituted themselves into a corporation that it is dissoluble."

The power of dissolution is in the majority,

"and without it one member of a corporation would, under some circumstances, have an almost absolute power over the investments of all the others."

Polar Star Lodge v. Polar Star Lodge.24 The Grand Lodge of Masons had authority to grant charters to subordinate lodges, and, by force of the statute, such lodges thereupon became corporations, the corporate existence to continue so long as such lodges remained under the jurisdiction of the Grand Lodge. A majority of the members of a subordinate lodge, X, formed another corporation, Y, and assumed to donate the property of X to Y. The court, at the instance of the minority, upset this donation. In the opinion there is this dictum, p. 76:

"There is no doubt of the right of individual members to withdraw themselves from the lodge and from the jurisdiction of the Grand Lodge. And doubtless the whole of the members might do the same thing by their unanimous resolution. But so long as a sufficient number of members to represent and continue the corporation exists, it does not appear to us to be within the power of the majority to dissolve the corporation."

Trisconi v. Winship.25 A minority stockholder complained because the majority had suspended the operations of the company, and voted to liquidate. The court held that he had no ground for complaint.

"Section 687 of the Revised Statutes expressly authorizes threefourths of the stockholders of a corporation to dissolve it altogether. . . . In the absence of any express statutory prohibition, a majority of the stockholders may wind it up, for reasons by them deemed sufficient."

23 30 Pa. 42, 46, 47 (1858).

24 16 La. Ann. 53 (1861).

25 43 La. Ann. 45, 49, 9 So. 29 (1891).

Pringle v. Construction Co.26 The court said:

"It is a fundamental principle that in a corporation organized for the exclusive benefit of the corporators, or stockholders, the majority of the members may, in their discretion, wind up its business whenever they deem this step to be in the interests of the whole association."

Considering all the Louisiana cases, it is fair to say that the court has not given sanction to the proposition that, at common law, a corporation cannot be dissolved except by the unanimous consent of its members. With regard to business corporations, the opinion of the court is expressed to the contrary.

Abbot v. American Hard Rubber Co.27 The court decided that a certain transfer of corporate assets could not stand. In the course of the opinion it said:

"It is certain that the officers could not directly, and without the assent of the great body of the society, dissolve it; and a majority of the stockholders could not do it, against the dissent of the minority."

In support of this statement, it cites the cases of Smith v. Smith and Ward v. Society of Attornies, which we have already seen do not justify any such statement.

Wilson v. Proprietors of Central Bridge.28 A majority of the members of a corporation voted to surrender its franchise, and the court decided, over the protest of a minority stockholder, that they had the power to make the surrender. The court considered Smith v. Smith and Ward v. Society of Attornies, and concluded that there was no authority, in cases or textbooks, that a surrender cannot legally be made, except by unanimous consent.

Black v. Delaware Canal Co.29 The court said:

"Such a radical change as the abandonment of business cannot generally be effected by directors; their duty in most charters is to manage and conduct the business. It requires the action of the corporators themselves. In corporations where there is no provision to the contrary in the charter, the rule is that the majority governs. The assent of all is therefore not required."

Nothing is said as to dissolution of the corporation, but it may fairly be inferred that the court would have held that the majority had a right to surrender the corporate franchise.

Hancock v. Holbrook.30 The court said, p. 358:

"At the common law the right of the majority of the stock to control the operations and winding-up of corporations like this [business corporations], not of a public character, is undoubted."

Barton v. Enterprise Loan Association.31 The articles of association provided that

"this association shall continue in operation eight years, unless the funds of the association shall be sufficient to pay all its debts and to redeem all its stock in a shorter time.”

The court held, of course, that this provision must be respected by the majority.

Parker v. Bethel Hotel Co.32

"An ordinary business corporation, where its charter specifies no definite time for its continuance, may sell its property and wind up its affairs, whenever a majority of the stockholders may deem it advisable."

State v. Woolen Mills Co.33 A corporation, X, was formed, and nearly all its stock was subscribed. Another corporation, Y, which would be hurt by the competition of X, offered to let the stockholders of X become stockholders of Y if they would not proceed with their own undertaking. The offer was open to all the stockholders of X. The majority (272 shares) over the protest of the minority (184 shares) voted to dissolve X, and this action was brought to obtain a declaration that the corporation was dissolved. The court so declared.

"We think there can be no doubt that the majority of the stockholders have the right to control the corporation, provided they act in good faith; that is, without any attempt to take advantage of the minority for the benefit of the majority." 34

The court further said,35 that it thought this was a general rule, and that such rule was particularly applicable in the circumstances of the case, where the business of the corporation had not begun.

From this review of the authorities it is seen that there are three decisions, Lauman v. Labanon Valley R. R. Co.,36 Wilson v. Proprietors of Central Bridge,37 and State v. Woolen Mills Co.,38 that at common law the majority of the members of a corporation have a right to consent to the dissolution of the corporation, and that their consent binds the minority, and is the consent of the corporation. There are no decisions to the contrary. While there are dicta both with and against the decisions, the weight of the dicta is with the decisions; and the dicta against the decisions show on their faces that they were made from misapprehension of such cases as Ward v. Society of Attornies 39 and Smith v. Smith."

40

The general rule at common law is that (apart from some agreement of the members to the contrary) all corporate powers are vested in the members of the corporation, and that a decision of the majority as to the exercise of such power binds the minority. There is no exception to such general rule with respect to the power of consenting to a dissolution.

We thus conclude our consideration of the question whether it is a rule of the common law that corporate consent to dissolution can be established only where all the members consent. The answer to that question is: No.

We have in terms considered above only the question of the dissolution of a corporation created by special act. This seemed desirable both because the question of dissolution first arose as to such corporations, and because general laws providing for the formation of corporations usually provide also for their dissolution. But if a corporation were formed under a general law, and the common law of dissolution remained, the dissolution of such corporation would be governed by the same principles as are applicable to a corporation created by special act. Thus, for example, in State v. Woolen Mills Co." the corporation was formed under a general law.

In the several states of the United States there are now express statutory provisions respecting the voluntary dissolution of corporations. The state consents to accept the surrender on terms.

There is no uniformity in these statutes, but the following classification may be made:

In Indiana, Iowa, and Ohio it is provided that the dissolution may only be by the unanimous consent of the members.4

42

In Florida, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, New Hampshire, Pennsylvania, Rhode Island, and Vermont it lies in the discretion of a court to decree a dissolution. The matter may be brought before the court in various ways, usually by vote of a majority.43

In Alabama, Arkansas, California, Idaho, Montana, North Dakota, Oklahoma, South Dakota, Utah, and Washington a vote of the holders of a specified proportion of the stock is required, and the matter is then brought before the court for confirmation. But the statutes (if they may be taken at their language value) limit the function of the court to determining whether the provisions of the statutes have been complied with.44

In Arizona, Colorado, Connecticut, Delaware, Idaho, Illinois, Kansas, Kentucky, Louisiana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, Oregon, South Carolina, Texas, Virginia, West Virginia, Wisconsin, and Wyoming a vote of the holders of a specified proportion of the stock is required, and there is no necessity of confirmatory court action."

42 Indiana, BURNns, Annotated STATUTES, § 5065; Iowa, CODE, § 1617 (but it may be otherwise provided in the articles); Ohio, PAGE & ADAMS, ANNOTATED GENERAL CODE, § 8741 (but see, as to buying out the minority, LAWS OF 1906, p. 229).

43 Florida, COMPILED LAWS, 1914, § 2679 (majority); Maine, REVISED STATUTES OF 1904, C. 47, § 80 (majority); Maryland, Laws of 1908, (p. 45) c. 240, §§ 51, 52 (majority); Massachusetts, ACTS OF 1903, C. 437, § 51 (majority of each class of stock); Michigan, Howell, Statutes, 1913, §§ 13560 et seq. (directors may petition court); Minnesota, GENeral Statutes, 1913, §§ 6636, 6637 (majority); Mississippi, CODE OF 1906, § 932 (two thirds); Missouri, REVISED STATUTES, § 2996 (two thirds); New Hampshire, PUBLIC STATUTES, 1901, c. 147, § 10 (one quarter may petition court); Pennsylvania, I PURDON, DIGEST, 818 (majority); Rhode Island, GENERAL LAWS, 1909, C. 213, § 27 (majority); Vermont, PUBLIC STATUTES, 1906, §§ 4281 et seq.

Alabama, CODE OF 1907, § 3511 (two thirds); Arkansas, KIRBY, DIGEST OF STATUTES, § 954 (majority); California, CODE OF CIVIL PROCEDURE, § 1228 (two thirds); Idaho, REVISED CODES, §§ 5185 et seq. (two thirds); Montana, REVISED CODES, 1907, §§ 7323 et seq. (two thirds); North Dakota, Civil Code, COMPILED LAWS, 1913, § 4565 (two thirds); Oklahoma, REVISED LAWS, 1910, § 1270 (two thirds); South Dakota, Civil Code, COMPILED LAWS, 1913, § 446 (two thirds); Utah, CoмPILED LAWS, 1907, §§ 3661 et seq. (two thirds); Washington, REMINGTON, CODE & STATUTES, 1915, § 3708 (two thirds).

45 Arizona, Civil Code, REVISED STATUTES, 1913, § 2105 (majority); Colorado, MILLS, STATUTES, § 1031 (two thirds); Connecticut, LAWS OF 1903, C. 194, § 29 (three