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CHAP. IX.
Art. III.

Effect of omission.

8 31. The charter of every such corporation shall be void, if the affidavit above required shall not be duly made and filed within one year from the time such charter shall be granted.

Johnson v. Bush, 3 Barb. Ch. 237.

(Art. 2.) REGULATIONS CONCERNING THE ELECTIONS OF DIRECTORS OF

MONEYED CORPORATIONS.

[596]

Sec. 32. Inspectors of elections, how chosen; their pay.

33. Directors to supply vacancies in office of inspector.
34. Officers of the corporation not to be chosen inspectors.
35. Inspectors to take oath.
36,
39. Form of oath to be administered to persons offering to vote, who are

and 38. Qualifications of voters.
37.

challenged. 40. Affidavits to be attached to proxies. 41. Oath to be administered to persons offering to vote upon proxy, if challenged. 42. If challenged person refuse to take oath, his vote to be rejected. 43. If election do not take place on day appointed, when to be held. 44. By-laws regulating elections, when to be made and to be published. 45. A register of transfers and a book containing names of stockholders, to be

kept, etc. 46. Penalty for refusing to allow stockholders to inspect them. 47. Parties aggrieved by an election, may apply to supreme court for redress, 48, 49 and 50. How supreme court to proceed in such application.

Inspectors to be chosen.

8 32. At every election for directors in any moneyed corporation, three persons shall be chosen by the persons entitled to vote for directors, as inspectors at the next succeeding election, whose duty it shall be to act as such, and any two of whom shall be competent to act. Each acting inspector shall be entitled to a reasonable compensation for his services, to be paid by the corporation for which he is chosen.

Matter of Excelsior Fire Ins. Co., 16 Abb. Pr. 8.

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§ 33. The directors of the corporation shall supply any vacancy that may occur by the death or removal from the city or county where the corporation shall be situated, of any such inspector, or by his refusal to serve, or neglect to attend on the day of election. Matter of Excelsior Fire Ins. Co., 16 Abb. Pr. 8.

8 34. No person shall be chosen or appointed an inspector of an election of directors in a corporation of which he shall be a director or officer.

$ 35. Every such inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath, before any officer authorized by law to administer oaths: "I do solemnly swear that I will execute the duties of an inspector of the election now to be held, with strict impartiality, and according to the best of my ability."

Oath of inspector.

CHAP. IX.

vote.

§ 36. At every election of directors, the transfer books of the Art. III. corporation shall be produced, to test the qualifications of the Who may voters; and no person shall be admitted to vote directly or by proxy, except those in whose names the shares of the stock of the corporation shall stand on such books, and shall have so stood for at least thirty days previous to the election.

§ 37. No person shall be admitted to vote on any shares of stock Id., and on belonging or hypothecated to the corporation in which the election whát stock, is held; nor shall any person be admitted to vote on any shares of stock which shall then be hypothecated or pledged, as a collateral security, to any other person or company.

38. No person shall be admitted to vote on any shares which Id. shall have been transferred to him for the sole purpose of enabling him to vote thereon, at the election then to be held ; nor upon any shares which he shall have previously contracted to sell or transfer after the election, upon any condition, agreement or understanding, in relation to his manner of voting at such election. Matter of Barker, 6 Wend. 509; Matter of Union Ins. Co., 22 id. 591.

8 39. Every person offering to vote may be challenged by any [597] other person authorized to vote at the same election; and to every Challenge. person so challenged one of the inspectors shall administer the following oath: “You do swear (or affirm, as the case may be) that Oath. the shares on which you now offer to vote do not belong, and are not hypothecated to the (naming the corporation for which the election is held), and that they are not hypothecated or pledged to any other corporation or person whatever; that such shares have not been transferred to you for the purpose of enabling you to vote thereon at this election, and that you have not contracted to sell or transfer them, upon any condition, agreement or understanding in relation to your manner of voting at this election.”

8 40. No person shall be permitted to vote upon the Persons proxy of a stockholder, unless he shall produce, annexed to proxies. his proxy, an affidavit of such stockholder, stating the same facts to which the oath of such stockholder might have been required upon a challenge, had he offered to vote in person on the shares mentioned in the proxy. Matter of Chenango County Mutual Ins. Co., 19 Wend. 635.

§ 41. If any person offering to vote upon a proxy shall be chal- Their oath, lenged by an elector, he shall be required to take the following lenged. oath, to be administered to him by one of the inspectors: “You

CHAP. IX.

Art. III. do swear (or affirm) that the facts stated in the affidavit annexed

to the proxy upon which you now offer to vote, are true according to your belief, and that you have made no contract or agreement whatever for the purchase or transfer of the shares, or any por

tion of the shares, mentioned in such proxy." Proceed- $ 42. If any person duly challenged shall refuse to take the ings on challenge. proper oath his vote shall be rejected, and shall not be afterward

received at the same election; if he shall take the oath his vote

shall be received. Proceed- § 43. If an election for directors in any such corporation shall ings elecţion be not not be held on the day appointed by law, it shall be the duty of held.

the directors to notify, and cause such election to be held within sixty days after the day so appointed; and on the day so notified no persons shall be admitted to vote, except those who would have been entitled had the election taken place on the day when, by

law, it ought to have been held. Certain by•

8 44. No by-law of any such corporation regulating the election law invalid. of its directors shall be valid, unless it shall be made at least sixty

days before the day appointed by law for the election to be held, and shall have been published for at least two weeks, in succession, immediately following its enactment, in some newspaper in the city or county where the corporation is situated.

§ 45. Every such corporation shall keep a book, in which the stock. transfer of shares of its stock shall be registered; and another [598] book containing the names of its stockholders, which book

shall at all times during the usual hours of transacting business for thirty days previous to an election of directors be open to the ex

amination of the stockholders. Penalty for § 46. If any officer having charge of such books shall, upon refusing to exhibit. the demand of a stockholder, refuse or neglect to exhibit and sub

mit them to examination, he shall for each offense forfeit the sum

of two hundred and fifty dollars. Remedy of

$ 47. If any person shall conceive himself aggrieved, by an aggrieved election or any proceeding concerning an election of directors or by elec

officers in any such corporation, he may apply to the supreme court for redress, giving a reasonable notice of his intended application to the party to be affected thereby.

Matter of Union Ins. Co., 22 Wend. 591 ; Matter of Bank of Dansville, 6 Hill, 370.

$ 48. It shall be the duty of the supreme court, upon such apings. plication, to proceed forthwith, in a summary way, to hear the

Transfer book of

persons

tion.

Proceed

CHAP. IX.

proofs and allegations of the parties, or otherwise to inquire into Art. III. the causes of complaint, and thereupon to make such order, and grant such relief, as the circumstances and justice of the case shall seem to require. If the election complained of shall be set aside, the supreme court may order a new election, at such time and place as they shall appoint.

Matter of Union Ins. Co., 22 Wend. 591.

§ 49. The supreme court, if they cannot otherwise arrive at a Id. satisfactory result, may order an issue between the parties, to be made up in such manner and form, and to be tried in such court, as they shall select; or may permit or direct the attorney-general to file an information, in the nature of a quo warranto, if the case be one in which that proceeding would be competent and effectual.

$ 50. If any such issue shall be ordered, or information permitted Id. or directed to be filed, it shall be the duty of the supreme court to make such further orders in relation to the time and mode of pleading, the examination of witnesses or the parties, the production of books and papers, and the time and place of trial or hearing, as shall in their judgment be effectual for expediting the proceedings, saving expense to the parties, and causing a final determination to be had with as little delay as the nature of the controversy will permit.

(ART. 3.) OF THE CONSTRUCTION OF THIS TITLE. Sec. 51. Meaning of the term “ moneyed corporation."

52. To what corporations this title to apply.
53. Meaning of term " directors."
54. Meaning of term "effects.”
55. Meaning of the term “ evidence of debt."

corpo

$ 51. The term “moneyed corporation," as used in this title, shall · Moneyed be construed to mean every corporation having banking powers, rations”

defined. or having the power to make loans upon pledges or deposits, or authorized by law to make insurances.

Houghton v. McAuliffe, 26 How. 270 ; Osgood v. Layton, 48 Barb. 463 ; Mutual Ins. Co. v. Supervisors of Erie County, 4 N. Y. 442; Talmage v. Pell, 7 id. 328; Brouwer v. Harbeck, 9 id. 589; People, ex rel. Mutual Life Ins. Co., v. Board of Supervisors of New York, 16 id. 424.

$ 52. The provisions of this title shall not apply to any moneyed [599] corporation existing on the first day of January, one thousand This title to eight hundred and twenty-eight; but they shall be construed to apply to apply to every moneyed corporation created, or whose charter shall porations

only.

tors" de

CHAP. IX.
Art. III. be renewed or extended, after that time, unless such corporation

shall be expressly exempted from the provisions of this title, in

the act creating, renewing, or extending such corporation.* “ Direc

$ 53. The term “ directors," as used in this title, shall be confined.

strued to embrace all persons having by law the direction or management of the affairs of any such corporation, by whatever name they may be described in its charter, or known in law.

Brouwer v. Harbeck, 9 N. Y. 589. “ Effects" defined.

$ 54. The term “ effects," as used in this title, shall be construed to embrace every species of property, real and personal, including things in action.

Wright v. Douglass, 10 Barb. 105. “ Evidence of debt" $ 55. The term evidence of debt," as so used, shall be condefined.

strued to embrace every written instrument or security for the payment of money, importing on its face the existence of a debt, and whether under seal or otherwise.

ARTICLE IV.- GENERAL POWERS, PRIVILEGES AND LIABILI

TIES OF CORPORATIONS.

1828, R. S., Part I, Ch. XVIII, Title III — Of the general powers,

privileges and liabilities of corporations.
Sec, 1. Powers of corporations.

2. To vest in every corporation hereafter created.
3. Corporations not to possess any additional powers except those given by

charter.
4. No corporation to exercise banking powers, unless expressly authorized.
5. When the stockholders may be required to pay in the balance on their stock.
6. A majority of the body authorized to act for the corporation, may do business.
7. If corporation do not commence business in a year, powers to cease.
8. Every charter hereafter granted, subject to alteration by legislature.
9. Who to settle affairs of corporation upon its dissolution.
10. Powers and liabilities of persons so acting.

General powers.

SECTION 1. Every corporation as such has power :

1. To have succession by its corporate name for the period limited in its charter ; and when no period is limited perpetually;

2. To sue and be sued, complain and defend, in any court of law or equity;

3. To make and use a common seal, and alter the same at pleasure;

4. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its charter;

*Act concerning the Revised Statutes, passed December to, 1828, § 15.

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