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CHAP. IX.

200

201

1857, Ch. 456 - Assessment of taxes on corporations
Secs. I and 2, respectively, repeal and amend portions of Revised Statutes.

3. Capital stock and surplus, how assessed.
4. Accumulations in life insurance companies held for exclusive

benefit of assured, not liable.
5. Amends a section of Revised Statutes.

6. Sequestration of property.
1880, Ch.542 — Taxes upon certain corporations, etc....
Sec. 1. President or treasurer to make annual report to comptroller; in

case dividend has not been declared, capital stock to be estimated and appraised; certificate to be sent to comptroller ;

appeals. 2. Comptroller to add ten per cent in case of failure to make

report, etc. 3. Annual tax ; amount. 4. When payable. 5. Officers of fire and marine insurance companies to report

annually amount of premiums, etc.; ten per cent to be added

in case of neglect to report. 6-7. (Relate to tax on railroad and transportation companies.) 8. Corporations, etc., exempt from taxation for State purposes,

except on their real estate. 9. Taxes, how to be applied. 10. Taxes heretofore imposed to be enforced. 11. If dissatisfied with report, comptroller may fix amount; appeal. 12. Proceedings by comptroller in case of refusal to make report. 13. Comptroller may issue subpænas and examine witnesses.

ARTICLE III.— MONEYED CORPORATIONS.

1828, R. S., Part 1, Ch. XVIII, Title II — Of moneyed corporations....

208

(Art. 1.) REGULATIONS TO PREVENT THE INSOLVENCY OF MONEYED

CORPORATIONS, AND TO SECURE THE RIGHTS OF THEIR CRED

ITORS AND STOCKHOLDERS.
SEC. 1. Restrictions on moneyed corporations.

2. Profits, how calculated. 3. Surplus profits. 4. Losses, how to be charged. 5. Loans, when to be called in. 6. Proceedings on stock hypothecated when debt is not paid. 7, 8 and 9. Certain conveyances for use of corporation invalid. 10. Penalty on director violating preceding sections. II to 18, inclusive, repealed by L. 1830, ch. 71. 19. Annual statement to be transmitted to comptroller. 20. Contents thereof. 21. Further contents of each statement after first. 22. Penalty for neglect. 23, 24 and 25. Duty of comptroller in regard to such statement. 26, 27 and 28. (Omitted, they relating exclusively to corpora

tions having banking powers.) 29. Affidavits required from corporations hereafter created. 30. How made and filed. 31. Effect of omission.

CHAP. IX. (ART. 2.) REGULATIONS CONCERNING THE ELECTION OF DIRECTORS OF

MONEYED CORPORATIONS.
SEC. 32. Inspectors to be chosen.

33. Vacancies, how supplied.
34. Disability.
35. Oath of inspector.
36. Who may vote.
37 and 38. Id., and on what stock.
39. Challenge ; oath.
40. Persons voting on proxies.
41. Their oath if challenged.
42. Proceedings on challenge.
43. Proceedings, if election be not held.
44. Certain by-law invalid.
45. Transfer book of stock.
46. Penalty for refusing to exhibit.
47. Remedy of persons aggrieved by election.

48, 49 and 50. Proceedings.
(ART. 3.) OF THE CONSTRUCTION OF THIS TITLE.

" Moneyed corporation" defined.
52. Title to apply to future corporations only.
53. Directors" defined.
54. Effects" defined.
55. “Evidences of debt" defined.

SEC. 51.

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ARTICLE IV. - THE GENERAL POWERS, PRIVILEGES AND LIA

BILITIES OF CORPORATIONS. 1828, R. S., Part I, Ch. XVIII, Title III – Of the general

powers, privileges and liabilities of corporations...... 218 SEC. I. General powers.

2. In what corporations to vest.
3. What other powers to be possessed.
4. Exercise of banking powers prohibited.
5. Liability of stockholders.
6. Quorum.
7. Forfeiture for non-user.
8. Reservation of power to repeal, etc.
9. Trustees in case of dissolution.
10. Their powers.

221

ARTICLE V.- SPECIAL PROVISIONS RELATING TO CERTAIN

CORPORATIONS AND JOINT-STOCK ASSOCIATIONS. 1828, R. S., Part 1, Ch. XVIII, Title IV - Special provisions

relating to certain corporations... Sec. I. Certain books to be opened at certain times. 2. Dividends from surplus profits only; capital not to be reduced;

notes for installments on stock, not to be discounted ; nor notes to withdraw installments paid ; liability of directors for violating these provisions ; not barred by statute of limi

tations. 3. Amount of debts; liability of directors for excess; not barred

by statute of limitations. 4. Certain transfers of property prohibited. 5. Powers of supreme court respecting elections. 6. Certain by-laws to be published; evidence of right to vote 7. Oath of inspectors of election.

CHAP. VIII

old certifi. cates of

in lieu

duction of its capital, and the charter of such company shall be deemed to be amended in respect to the amount of capital and

the par value of the shares so as to conform to such reduction. Return of

85. It shall be lawful for the said company to require the re

turn of the original certificate of stock held by each stockholder, stock, and issuing new

and in lieu thereof to issue new certificates for such number of certificates

shares as the said stockholder may be entitled to, in the proporthereof.

tion that the reduced capital may be found to bear to the original

capital of the company. Capital § 6. It shall be lawful for any such company, after its capital stock, when

shall be so reduced as aforesaid, to increase its capital stock, in increased.

the mode prescribed by the nineteenth section of chapter four hundred and sixty-six of the Laws of eighteen hundred and fiftythree.

(Section 7 amends Laws of 1853, chap. 466, ante, p. 19.)

and how

L. 1867, Chap. 709– An Act to amend an act entitled

“ An Act to amend an act to provide for the incorporation of fire insurance companies, passed June twentyfifth, eighteen hundred and fifty-five," passed March twenty-sixth, eighteen hundred and sixty-five, and to require receivers and trustees of insurance companies to make annual and other statements.

Passed April 24, 1867. (SECTION 1. Amends Laws of 1865, chap. 199, ante, p. 123.)

§ 2. It shall be the duty of all receivers and trustees of insurfrustees of ance companies, during the month of January of each year, and insurance companies

at any other time when required by the superintendent of the in

surance department, to make and file annual and other statements to superin- of their assets and liabilities, and of their income and expendi

tures, in the same manner and form, and under the same penalties, as the officers of such companies are now required by law to make annual and other statements to the insurance department

When re

to make statements

L. 1873, Chap. 688 – An Act regulating the responsibility of agents of insurance companies.

Passed June 10, 1873. SECTION 1. Any person who shall be appointed, or who shall Agents receiving act as agent for any insurance company within this State, or who money liable in a shall as such agent solicit applications, issue policies or renewals,

CHAP. VIII

moneys,

and collect premiums either for original insurances or renewals, or

fiduciary who shall receive or collect moneys from any source or any account capacity. whatsoever, as such agent, for any insurance company doing business in this State, whether such company be organized under the laws of this State or any other State of the Union, such person shall be held responsible, in a trust or fiduciary capacity, to such company

for any moneys received by him for such company. § 2. Any such agent or person who shall embezzle or convert to Taking his own use, or shall takė or secrete or otherwise dispose of, with with intent to embezzle or use, or who shall fraudulently withhold or embezzle,

larceny. appropriate, invest, loan or otherwise fraudulently apply or make use of, without the consent of such company, or contrary to its instructions, any money belonging to such company which shall have come into his possession, or shall be under his care, by reason of such agency, he shall be deemed by so doing to have committed the crime of larceny, and upon conviction shall be punished for such crime.

intent to

L. 1875, Chap. 423 - An Act to regulate investments by insurance companies.

PASSED May 24, 1875. SECTION 1. Whenever any insurance company, organized under Report to any of the laws of this State, shall have invested any of its funds tendent of in the stock of other incorporated companies, under and in pursu- other com

panies. ance of the laws of this State, and the superintendent of the insurance department shall have reason to believe that such stock is below

par,

he
may
direct

any
such

company to report to him under oath the amount of such stock so held by any such company, and if the market value thereof is below par, he may direct the sale (under such regulations as he may establish) of such stock by such insurance company.

§ 2. It shall be lawful for any life, fire or marine insurance com- Investpany organized under any of the laws of this State, and transacting companies business in other States of the United States, to invest the funds States. required to meet its obligations incurred in such other States, respectively, in the same class of securities in those States that such corporations are by law allowed to invest in, in this State, but this act shall not be construed as authorizing, nor does it permit any such corporation to loan moneys on mortgage upon real estate without the limits of this State and States adjacent thereto.

1

CHAP. IX.

SEC. 8. On failure of election another day to be appointed; who entitled

to vote on such subsequent day.
9 and 10. (Omitted, they relating entirely to banking corporations.)

11. Application of title limited.
1842, Ch. 165 — Agent of foreign corporation to exhibit list
of stockholders..

226
Sec. I. Duty of agents.

2. Penalty.
1850, Ch. 172 – Corporations not to interpose defense of usury. 226
SEC. 1. Defense of usury not to be interposed

2. Definition of term “corporation."
1867, Ch. 937 – Corporations may extend term of existence. 227

SEC. I. Extension of term of existence,
1870, Ch. 135 -- Defects in certificate of incorporation..... 227
SEC. I. May file amended certificate.

2. Pending suits not affected.
1872, Ch. 146 — Real estate for business purposes may be held
in other States......

228
Sec. I. Corporations may hold real estate and stocks in other States.
1873, Ch. 151 — Daplicates of lost certificates of stock....... 228
Sec. I. Stockholders may compel corporations to issue duplicate certifi-

cates in case of loss.
2. Court to proceed summarily; to order that duplicates be issued ;

petitioner to give security; obedience to order, how enforced.
1873, Ch. 469 – Purchasers of franchises, etc., on mortgage
sales.

230
Sec. 1. When purchasers of franchises, etc., sold under mortgage may

become a body corporate.
2. Certificate to state where corporation was incorporated under

general law.
3. Under special act.
4. Filing certificate ; new corporation ; omission in decree.

5. Evidence.
1877, Ch. 158 – Foreign corporations may hold land in this
State.....

232
Sec. i. May purchase at mortgage foreclosure sale, etc.
1877, Ch. 311 - Corporations and companies of other States, 232

etc....

SEC. 1. Evidence of corporate existence.
1878, Ch. 264 – Corporations of this state may reduce capital
stock..

233
SEC. 1. May diminish stock ; proviso.

2. Notice of meeting to reduce stock.

3. Proceedings ; certificate to be filed.
1880, Ch. 225 — Exchange of preferred for common stock .... 234
Sec. I. Corporations of this State authorized to exchange preferred for

common stock.

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