Man's Law

Fourteenth Amendment - Rights Guaranteed Privileges and Immunities of
Citizenship, Due Process and Equal Protection

No State shall make or enforce any law which shall abridge the privileges or
immunities of citizens of the United States; nor shall any State deprive any
person of life, liberty, or property, without due process of law; nor deny to any
person within its jurisdiction the equal protection of the laws.

Corporations are "Persons"

A private corporation is included under the designation of "person" in the
Fourteenth Amendment to the Constitution, section I. - Pembina Consolidated Silver Mining Co. v. Pennsylvania 125 U.S. 181 (1888)

No Fifth Amendment Rights for Corporations

It is firmly established that a corporation has no fifth amendment protection against self-incrimination and that neither the corporation, a corporate officer or any other person can prevent the production for examination of relevant corporate records. Bellis v. United States, 417 U.S. 85, 94 S.Ct. 2179, 40 L.Ed.2d 678 (1974); United States v. White, 322 U.S. 694, 698, 64 S.Ct. 1248, 88 L.Ed. 1542 (1944)

The defendant Corporations are persons within the intent of the clause in section 1 of the Fourteenth Amendment to the Constitution of the United States. Santa Clara County v. Southern Pacific R. Co.


It is unnecessary to consider now whether legislation which restricts those political processes which can ordinarily be expected to bring about repeal of undesirable legislation is to be subjected to more exacting judicial scrutiny under the general prohibitions of the Fourteenth Amendment than are most other  types of legislation. On restrictions upon the right to vote, see Nixon v. Herndon, 273 U. S. 536; Nixon v. Condon, 286 U. S. 73; on restraints upon the dissemination of information, see Near v. Minnesota ex rel. Olson, 283 U. S. 697, 283 U. S. 713-714, 283 U. S. 718-720, 283 U. S. 722; Grosjean v. American Press Co., 297 U. S. 233; Lovell v. Griffin, supra; on interferences with political
organizations, see Stromberg v. California, supra, 283 U. S. 369; Fiske v.  Kansas, 274 U. S. 380; Whitney v. California, 274 U. S. 357, 274 U. S. 373-378; Herndon v. Lowry, 301 U. S. 242, and see Holmes, J., in Gitlow v. New York, 268 U. S. 652, 268 U. S. 673; as to prohibition of peaceable assembly, see De Jonge v. Oregon, 299 U. S. 353, 299 U. S. 365.

Nor need we enquire whether similar considerations enter into the review of statutes directed at particular religious, Pierce v. Society of Sisters, 268 U.S. 510, or national, Meyer v. Nebraska, 262 U. S. 390; Bartels v. Iowa, 262 U. S. 404; Farrington v. Tokushige, 273 U. S. 284, or racial minorities, Nixon v. Herndon, supra; Nixon v. Condon, supra: whether prejudice against discrete and insular minorities may be a special condition, which tends seriously to curtail the operation of those political processes ordinarily to be relied upon to protect minorities, and which may call for a correspondingly more searching judicial inquiry. Compare 17 U. S. Maryland, 4 Wheat. 316, 17 U. S. 428; South
Carolina v. Barnwell Bros., 303 U. S. 177, 303 U. S. 184, n 2, and cases cited

Ultra Vires

 Ultra vires conduct is conduct that is beyond the power of the corporation, not an individual director. (See McDermott v. Bear Film Co. (1963) 219 Cal.App.2d 607, 610-611 [“In its true sense the phrase ultra vires describes action which is beyond the purpose or power of the corporation.”]; Sammis v. Stafford (1996) 48 Cal.App.4th 1935, 1942 [“If, however, the director’s act was within the corporate powers, but was performed without authority or in an unauthorized manner, the act is not ultra vires.”].)(Palm Springs Villas v. Parth.)

The following applies to any state in the U.S., not just Wisconsin...

Although state officers typically act on the state’s authority while carrying out their official duties, private individuals can sue state officers to stop them from violating federal law. In Ex parte Young, the U.S. Supreme Court held that the Eleventh Amendment did not bar suits alleging that a state official’s actions  to enforce state law violated the U.S. Constitution, because such suits are against the officer rather than the state. [209 U.S. 123, 159-60 (1908).]The Court reasoned that an unconstitutional state statute is void, and therefore a state officer enforcing an unconstitutional act “comes into conflict with the superiority of the [U.S.] Constitution, and is in that case stripped of his official or representative character and is subjected . . . to the consequences of his individual conduct.” [Id.] Accordingly, a private individual could sue the Wisconsin Attorney General in federal court to stop the Attorney General from enforcing an allegedly unconstitutional Wisconsin statute, and the Attorney General would not be able to rely on Wisconsin’s sovereign immunity as a defense.

As a Rule

"As a rule, parties have the right to contract as they see fit as long as their agreement does not violate the law or public policy" - In re Prudential Ins. Co. of America, 148 SW 3d 124 - Tex: Supreme Court 2004

The rule has long prevailed in this State that fraud will prevent the running of a statute of limitation only until such time as the fraud is discovered, or by the exercise of reasonable diligence it might have been discovered.
Equally well settled is the rule that where a person has a right in property, and he claims fraudulent statements were made concerning the title to such property, when the records relating to such title are open to him he must exercise reasonable diligence to discover such defect; and if by the exercise of such diligence he could have discovered such defect and would have known of his right, he is held to have known it, and limitation will run against his claim from the time he could have made such discovery by the exercise of ordinary diligence. - Sherman v. Sipper, 152 S.W.2d 319 (Tex. 1941)

[More to Come]

In the meantime, read the BK case and see if the outcome would be different if section § 51.0001(4)(C) is allowed to continue? Such section does upset a lot of existing laws in Texas and the U.S.

Do you have a "book entry system", or similar in your state law? Is it constitutional?

Seek and you shall find.....