Corporation—Issuance of Stock Without Consideration—Agreement to Sell and Account for Proceeds.—The issue of the stock of a corporation without consideration, simply upon the agreement that the person to whom it was issued would sell it and turn the proceeds over to the corporation, is illegal under the laws of this state, which forbid corporations to issue shares of stock except for money paid, property or labor received, and the parties receiving the stock do not thereby become stockholders.

Id.—Effect of Such Issue—Treasury Stock.—Except as to 6ona fide purchasers of the stock so issued, the effect of such unauthorized issue is to leave the stock in the treasury, subject to issue by the corporation, as completely as though the void certificates had never issued.

Id.—Subsequent Purchase of Stock—Rights of Purchaser.—A subsequent purchaser of a portion of such stock, with knowledge of the facts affecting its issue, who consented that it should be evidenced by certificates in the hands of the person to whom it was issued under such agreement, became a shareholder to the extent of his purchase, and entitled to have transferred to him certificates evidencing his ownership.

Id.—Agreement to Account for Proceeds.—Where stock is issued to a person in consideration of services theretofore rendered the corporation, his incidental agreement to turn over to the corporation the proceeds from a sale of a certain portion thereof is without consideration.

Id.—Valid Consideration for Issue—Right of Purchaser to Certificates.—If such stock were issued for such agreed consideration, and without fraud, it became the property of the person to whom it was issued, and a subsequent purchaser from him, with knowledge of his agreement to turn over to the corporation a portion of the proceeds of sale, is entitled to receive certificates for the stock so purchased.

Id.—Retention of Original Certificates by Seller—Action to Enforce Issuance of New Certificates—Parties.—The subsequent purchaser of such stock, notwithstanding the retention of the certificates by the person to whom they were originally issued, is entitled to maintain an action against the corporation for the issuance of new certificates to himself. In such action, the person having possession of the original certificates is not a necessary party, there being no trust relation between him and the purchaser.

Id.—Persons Claiming Adverse Interests in Stock Proper Parties. . —In such action, persons claiming an interest in the stock, as successors to the person to whom the certificates were originally issued, are proper parties.

Id.—Laches—Delay in Commencing Action for Issuance of Certificates.—A stockholder in a corporation may maintain an action to enforce the issuance of certificates in Ms name, irrespective of any lapse of time in the commencement of the action, if no loss or injury has resulted to an innocent person by reason of the delay.