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supreme court respecting

Artr V. Robinson v. Bank of Attica, 21 N. Y. 406; Phillips v. Campbell, 43 id. 271;

Dutcher v. Importers and Traders' National Bank, 59 id. 5; Cheever v. Gil

bert Elevated Railway Co., 43 N. Y. Supr. (11 J. & S.) 478. Powers of

§ 5. It shall be the duty of the supreme court, upon the appli

cation of any person or persons or body corporate, that may be elections. aggrieved by, or may complain of, any election, or any proceeding,

act or matter, in or touching the same (reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application), to proceed forthwith, and in a summary way, to hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such

relief in the premises as right and justice may appear to the said Proceedings.

supreme court to require : Provided, that the said supreme court may, if the case shall appear to require it, either order an issue or issues to be made up in such manner and form as the supreme court may direct, in order to try the respective rights of the parties who may claim the same, to the office or offices or franchise in question; or may give leave to exhibit, or direct the attorneygeneral to exhibit, one or more information or informations in the nature of a quo warranto in the premises.

(Laws of 1825, 451, 89, amended pursuant to the “Act concerning the Revised Statutes," passed December 10, 1828, 8 15.)

Matter of Mohawk and Hudson Railroad Co., 19 Wend. 135; Mickles v. Rochester City Bank, 11 Paige, 124; Matter of Pioneer Paper Co., 36 How. 111; Schoharie Valley Railroad Case, 12 Abb. Pr. N. S. 394 ; People v. Albany & Susquehanna Railroad Co., 38 How. 228; S. C., I Lans. 308 ; S. C., 7 Abb. N. S. 265; S. C. 55 Barb. 344 ; Matter of Cecil, 36 How. 477;

Strong v. Smith, 15 Hun, 222 ; Thompson v. Society of Tammany, 17 id. 305. Certain by- § 6. No by-law of the directors and managers of any incorpopublished. rated company, regulating the election of directors or officers of

such company, shall be valid, unless the same shall have been published for at least two weeks in some newspaper in the county where such election shall be held, at least thirty days before such

election ; and in all cases where the right of voting upon any share Evidence of or shares of the stock of any incorporated company of this State right to

shall be questioned, it shall be the duty of the inspectors of the [604] elections to require the transfer books of said company, as evidence

of stock held in the said company; and all such shares as may appear standing thereon in the name of any person or persons,

laws to be


CHAP. IX. shall be voted on by such person or persons, directly by themselves, Art. v. or by proxy, subject to the provisions of the act of incorporation.

(Laws of 1825, 451, 8 13.) Matter of Long Island Railroad Co., 19 Wend. 45 ; Matter of Mohawk and Hudson Railroad Co., id. 135; People, ex rel. Walker, v. Albany Hospital, 11 Abb. Pr. N. S. 16 ; The Schoharie Valley Railroad Case, 12 id. 394 ; Cotheal v. Brouwer, 5 N. Y. 562,

8 7. The inspectors who may be appointed to conduct any elec- Oath of tion of directors or any other officer of any incorporated company of election. of this State shall be required, before entering on the duties of their appointment, to take or subscribe the following oath or affirmation: “I, A. B., do solemnly swear (or affirm, as the case may be) that I will execute the duties of an inspector for the election now to be held, with strict impartiality, and according to the best of my ability.

(Laws 1825, 451, $ 12.) Matter of Mohawk and Hudson R. R. Co., 19 Wend. 135; Matter of Chenango County Mutual Ins. Co., id. 635. § 8. If at any time hereafter the election for directors of any

On failure

of election bank or other incorporated company of this State shall not be duly another held on the day designated and appointed by the act incorporating appointed. such bank or other incorporated company, it shall be the duty of the president and directors of such bank or other incorporated company to notify and cause an election for directors to be held within sixty days immediately thereafter; and in all cases no share who enor shares shall be voted upon except by such person or persons vote on who may have appeared on the transfer books of said company to quent

day. have had the right to vote thereon on the day when, by the act of incorporation of such company, the election ought to have been held, which said right so to vote shall be exercised by the persons so appearing as aforesaid upon the transfer books of such company on any day when such election may be held.

(Laws 1825, 451, $ 13.) People, ex rel. Walker, v. Albany Hospital, 11 Abb. Pr., N. S., 15; S. C., 61 Barb. 397; Walker v. Devereaux, 4 Page, 247 ; Rosevelt v. Brown, 11 N. Y. 152; People, ex rel. Miller, v. Cummings, 72 id. 433.

(Sections 9 and 10 relate entirely to companies incorporated for banking purposes, and are therefore omitted.)

$11. The provisions of this title shall not apply to any relig- Application ious society, nor to any moneyed corporation which shall have limited. been, or shall be, created, or whose charter shall be renewed or extended after the first day of January, one thousand eight hun

Art. v. dred and twenty-eight, and which shall be subject to the provis-

ions of the second title of this chapter. [As amended by Laws of
1871, chap 883.]

Bowen v. Lease, 5 Hill, 221. (See the 18th subdivision, $ 15, of the “ Act concerning the Revised Statutes, passed December 10, 1828, Session Laws, 1829, p. 24.)

Duty of agents.

L. 1842, Chap. 165–An Act to compel transfer agents of

foreign corporations to exhibit a list of the stockholders thereof.

Passed April 11, 1842. SECTION 1. The transfer agent in this State of any moneyed or other corporation existing beyond the jurisdiction of this State (whether such agent shall be a corporation or a natural person) shall at all reasonable times during the usual hours of transacting business exhibit to any stockholder of such foreign corporation, when required by him, the transfer book of such foreign corporation, and also a list of the stockholders thereof (if in their power so to do).

Sage v. Lake Shore and Michigan Southern Ry. Co., 70 N. Y. 220; People, ex rel. Hatch, v. Lake Shore and Michigan Southern R. R. Co., II Hun, 1.

§ 2. In case such transfer agent, or any clerk or officer of such agent, should refuse to exhibit such transfer book, or a list of the stockholders of such foreign corporation as aforesaid, he shall for every such offense forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made.


Defense of usury not to be interposed

L, 1850, Chap. 172- An Act to prohibit corporations from interposing the defense of usury in any action.

PASSED April 6, 1850. SECTION 1. No corporation shall hereafter interpose the defense of usury in any action.

5 J. & S. 279; 6 id. 184; First National Bank of New York v. Morris, 4 T. & C. 182 ; S.C., 1 Hun, 680; DeRose v. Smith, 4 T. & C. 690; Curtis v. Leavitt, 17 Barb. 309; Butterworth v. O'Brien, 28 id. 187; Hungerford's Bank v. Dodge, 30 id. 626; Smith v. Alvord, 63 id. 415 : Curtis v. Leavitt, 15 N. Y. 85 ; Southern Life Insurance and Trust Co. v. Packer, 17 id. 51; Butterworth v. O'Brien, 23 id. 275: Rosa v. Butterfield, id. 665 ; Belmont Branch Bank v. Hoge, 35 id. 65; Merchants’ Exchange National Bank v. Commercial Ware-house Co., 49 id. 635 ; Adams v. Mills, 60 id. 533 ; Union National Bank v. Wheeler, id. 612; Stewart v. Bramhall, 74 id. 85.


Art. V.

§ 2. The term corporation, as used in this act, shall be construed to include all associations and joint-stock companies having Definition any of the powers and privileges of corporations not possessed by poration. individuals or partnerships.

of term cor

L. 1867, Chap. 937 – An Act to enable companies or

corporations, organized under any general law, to ex-
tend the term of their existence.

Passed May 17, 1867. SECTION 1. Any company or corporation heretofore formed Extension under any general law of this State, at any time within three years existence. of the expiration of its term of existence, may extend the term of existence of such company or corporation beyond the time mentioned in the original articles of association or certificate of incorporation by the consent of the stockholders owning two-thirds in amount of the capital stock of such company or corporation in and by a certificate to be signed by such stockholders, and acknowledged or proved, so as to enable them to be recorded, which certificate shall be filed in the office of the secretary of State, and in the office of the clerk of the county in which its original certificate or articles of association, if any, are filed or recorded; and the said secretary of State and the clerk of such county shall, upon such filing, record the same in the books kept in their respective offices for the record of articles of association, and make a memorandum of such record in the margin of the original articles of association, in such book, and thereupon the time of existence of such company shall be extended, as designated in such certificate, for a term not exceeding the term for which said company or corporation was organized in the first instance.

L. 1870, Chap. 135 – An Act for the relief of corporations organized under general laws.

PASSED April 5, 1870. SECTION 1. The directors of any corporation organized under Amended any general act for the formation of companies, in whose original of incorpo

ration may certificate of incorporation any informality may exist, by reason of be filed. an omission of any matter required to be therein stated, are hereby authorized to make and file an amended certificate or certificates of incorporation, to conform to the general act under which said corporation may be organized; and upon the making and filing of


such amended certificate, the said corporation shall, for all yurposes, be deemed and taken to be a corporation from the time of

filing such original certificate. Pending 2. Nothing in this act contained shall in any manner affect any suits not affected. suit or proceeding at the time of filing such amended certificate

pending against said corporation, or impair any rights already accrued.

L. 1872, Chap. 146-An Act to authorize corporations to

hold and convey real estate for business purposes in other States, with the consent thereof.

PASSED March 28, 1872. Corpo $ 1. It shall be lawful for any corporation organized under the rations may hold real laws of this State and transacting business in several States or estate and stocks in foreign countries, to acquire, hold and convey, in such States or other States. countries, with the consent thereof, such real estate as shall be re

quisite for such corporation in the convenient transaction of its business, or to purchase, hold, own and dispose of any stock in other corporations owning such real estate situated in such States or foreign countries in conformity to the laws thereof; but the authority herein granted shall not be construed to authorize any corporation organized under the laws, existing or doing business in this State, to purchase, hold, own or convey any other stocks than such as may be or may have been based upon or represented real estate, the possession of which shall be required in the transaction of its legitimate and ordinary business. [As amended by Laws of 1875, chap. IIS.]

may com

L. 1873, Chap. 151- An Act for the relief of stock

holders of corporations whose certificates of stock have been lost or destroyed.

PASSED March 27, 1873. SECTION 1. Whenever any company incorporated under the Stockholders laws of this State shall have refused to issue a new certificate of pel corpo- stock in place of one theretofore issued by it, but which is alleged sue dupli- to have been lost or destroyed, the owner of such lost or deficates in stroyed certificate, or his legal representatives, may apply to the case of loss.

supreme court, at any special term thereof appointed to be held in the judicial district where such owner resides, for an order requiring such corporation to show cause why it should not be re

cate certi

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