People ex rel. Wallace v. Sterling Burial Case Manf. Co.

Citations

• 82 Ill. 457

Syllabus

<p>1. Corporations—by-laws binding, if adopted by all parlies in interest. Where the charter of an incorporated company provides that the corporate powers of the company shall be exercised by a board of directors or managers, who may adopt by-laws for the government of the officers and affairs of the company, a by-law adopted at the first meeting of the stockholders, all of whom were present and participated therein, and who were the only persons interested in the company^either as officers, managers or stockliolders, is binding, notwithstanding they may, in the adoption thereof, have designated themselves as stockholders, instead of managers.</p> <p>2. Estoppel—stockholder is estopped to deny validity of by-law which he assisted to adopt. Where a stockholder in an incorporated company participates in the adoption of by-laws and acts, and acquires rights under them, and, through his instrumentality, they are held out to the public as 1lie laws of the corporation, and outside parties acquire rights in the corporation, on the faith of the validity of such by-laws, such stockholder is estopped to deny their validity.</p> <p>8. Stock—issued in violation of law is void. Stock issued in violation of the law under which the company is incorporated is illegal and void, and the corporation can not be required to transfer the same upon its books, notwithstanding it may have been issued with the consent of all the stockholders of the company at the time.</p>