ERENCE

In England. Official referees are paid and permanent officers of the court. Byrne. REFEREES, COURT OF. In the passage of private bills through the house of commons, the practice was adopted in 1864 of the appointment of referees on such bills, consisting of the chairman of ways and means and not less than three other persons to be appointed by the speaker. The referees were formed into one or more courts, three at least being required to constitute each court, a member in every case being chairman, but receiving no salary. The referees inquired into the pro- posed works, etc., and reported to the house. The committees of the house on any bill might also refer any question to the referees for their decision. It was also ordered in 1864 that the referees should decide on all petitions as to the right of the petitioner to be heard, i. e. his locus standi. A court of referees was specially constituted for the adjudication of this right, called locus standi. A series of re- ports of the court of referees on private bills in parliament, called Locus Standi reports, has been published since 1867. Also, in England, the National Insurance Act of 1911 provides for the appointment of "courts of referees" in connection with that act, and enacts that each such court shall consist of one or more members chosen to represent employers, an equal number chosen to represent workmen, and a chair- man appointed by the Board of Trade. Byrne.

The rights of a stockholder are to attend stockholders' meetings, to participate in the profits of the business, and to require that the corporate property and funds shall not be diverted from their original pur- poses, and if the company becomes insol- vent, to have its property applied to the payment of its debts. For the invasion of these rights by the officers of a company, a stockholder may sue at law or in equity, according to the nature of the case. All remedies for injury to the property or rights of such a corporate body must be prosecuted in the name of the company; all demands against the company must be prosecuted against it by name. But where the officers and managers of a company, by fraud and collusion with third persons, are sacrificing, or are about to betray or sacri- fice, the interests of the corporation, a stockholder may, for such breaches of trust and conspiracy, call the guilty parties to an account in a court of equity; 2 Woods 323, per Bradley, J. A shareholder may interpose and set the machinery of law in motion for the protec- tion of corporate rights or the redress of corporate wrongs, when the corporate management, after proper demand, fails to act in the matter; 36 Fed. Rep. 627; but equity will not entertain a bill by stock- holders to remedy wrongs committed by the officers of the corporation, where such stockholders have not applied to the corpo- rate authorities to remedy such wrongs; 87 Tenn. 771; 31 W. Va. 798; 127 U. S. 489; 54 Fed. Rep. 985. A stockholder may maintain an action to restrain the corpoгa- tion from acts in excess of its corporate authority: 75 la. 722; but he cannot main- tain a bill to enjoin the wasting of corpo- rate property unless the corporation itself refuses to bring the action, in which case it must be made a party defendant; 54 Fed. Rep. 216. A corporation is a neces- sary party to a suit by stockholders for the enforcement of its rights; 149 U. S. 473. It has been held that if a corporation has power to reduce its capital stock, it may do so by purchasing a portion of its own shares; 48 Vt. 266; 17 N. Y. 507; contra, 56 N. Η. 262; but it is held to be ultra vires for a corporation to dispose of any part of its property other than its surplus or net profits, in the purchase of shares of its own stock; 84 Fed. Rep. 393, per Bradford, J. A corporation cannot buy its own stock if the rights of creditors are thereby pre- judiced; 104 Ill. 26; 8 Bradw. 554; but apart from the rights of creditors, it is held in some states that such a transaction is lawful; 14 S. E. Rep. (N. C.) 501; 39 Fed. Rep. 89; 84 Ill. 145; 104 Mass. 37. Accepting its own stock in payment of land sold by it is not necessarily invalid: 20 Atl. Rep. (N. J.) 854; where the company is per- fectly solvent; 8 Bradw. 554. In England it is held that a corporation cannot pur-