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Art. v. meeting shall be held, and the amount to which it shall be pro-

posed to diminish the capital; and a vote of at least two-thirds of
all the shares of stock shall be necessary to a diminution of the

amount of its capital stock. Proceed 8 3. If at the time and place specified in the notice provided for ings to diminish in the preceding section of this act, the stockholders shall appear capital stock. in person or by proxy, in numbers representing not less than two

thirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present in person or by proxy; and if, in canvassing the votes, it shall be found that a sufficient number of votes has been given in favor of diminishing the amount of capital, a certificate of the proceedings showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be diminished shall be made, signed and verified

by the chairman, and such certificate shall be acknowledged by the Certificate chairman, and filed in the office of the clerk of the county in which

the business of the company shall be carried on, and a duplicate edged and

thereof in the office of the secretary of State, with the approval of the comptroller indorsed thereon, to the effect that the reduced capital is sufficient for the proper purposes of the company, and is in excess of all debts and liabilities of the company, exclusive of debts secured by trust mortgages, and that the actual market value of the stock of the company prior to the reduction of the capital was less than the par value of the same, and when so filed, the capital stock of such corporation shall be reduced to the amount specified in such certificate, and the amount of capital left in the possession of the company over and above the amount to which the capital shall be so reduced shall be returned to the stockholders pro rata at such times and in such manner as the trustees or directors shall determine. [As amended by Laws of 1882, chap. 306.]



L. 1880, Chap. 225 - An Act to authorize the exchange of preferred stock for common stock of corporations.

PASSED May 8, 1880. Authorized SECTION 1. Every corporation organized under the laws of this to exchange preferred State which has heretofore issued, or may hereafter issue, both for common stock. preferred and common stock, forming part of the capital stock of


such corporation, is hereby authorized, whenever the directors of Art. v.
such corporation shall by a vote of two-thirds of their number de-
clare it for the interest of the corporation so to do, and the holder
of any such preferred stock may request, in writing, the exchange
of the same for the common stock, to exchange the preferred stock
of such holder for common stock, and to issue certificates of com-
mon stock therefor, share for share, or upon such other valuation
as may have been agreed upon in the scheme for organization of
such company, or the issue of such preferred stock, provided how-
ever, that the total amount of the capital stock of such company
shall not be increased thereby.

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to comptroller

L. 1881, Chap. 166 – An Act requiring supervisors to

make and forward to the comptroller of this state lists
of corporations, joint-stock companies and associa-

Passed April 30, 1881,
SECTION 1. The supervisors of each town, ward, city or district List of cor-
in this State for which a supervisor is elected shall, on or before etc., to be
the first day of May in each year, make an accurate list of every
corporation, joint-stock company and association incorporated by
this or any other State or country located or doing business in
such town, ward, city or district for which such supervisor has
been elected, and shall forthwith forward the same to the comp-
troller of this State, verified by their oath before some magistrate
or person authorized to administer oaths, to the effect that such
list is full and complete to the best of their knowledge, information
and belief.

§ 2. The comptroller of this State shall, on or before the fifteenth day of April in each year, forward to the said supervisors suitable forms for making up the said lists so required to be sent to him.


L. 1882, Chap. 290 — An Act in relation to sales and pur-
chases of lands by corporations.

PASSED June 5, 1882.
SECTION 1. Any corporation which shall have sold and con- which may
veyed any part of its real estate may, notwithstanding any restric- and hela
tion in its charter, purchase, take and hold, from time to time, any rations."


lands adjacent to those already held by it, provided the supreme court shall authorize such purchase, taking and holding upon the application of such corporation, and on being satisfied that the value of all lands proposed to be so purchased shall not exceed that of lands sold and conveyed by the said corporation within the three years next preceding such application,

(OF JOINT-STOCK ASSOCIATIONS.) L. 1854, Chap. 245 – An Act to amend, and in addition to the several acts relative to joint-stock associations.

PASSED April 15, 1854. No dissol SECTION 1. Whenever in pursuance of its articles of association ution by death of the property of any joint-stock association is represented by shares shareholder. of stock, it may be lawful for said associations to provide by their

articles of association that the death of any stockholder or the assignment of his stock shall not work a dissolution of the association, but it shall continue as before, nor shall such company be dissolved except by judgment of a court for fraud in its management or other good cause to such court shown, or in pursuance of

its articles of association. Number of $ 2. Said association may also, by said articles of association, managers.

provide that the shareholders may devolve upon any three or

more of the partners the sole management of their business. Limitation $ 3. This act shall in no court be construed to give said associaof act,

tion any rights and privileges as corporations.

L. 1862, Chap. 151 - An Act relative to the trial of offenses committed against joint-stock associations.

PASSED April 8, 1862. (Probably repealed by Code Criminal Procedure, $ 273.) Contents of

SECTION 1. It shall not be necessary in an indictment against indictment.

any person or persons, for an offense committed against the rights or property of any joint-stock association organized under the statutes of this State, to set forth the names of the members of such association, nor to prove the same on the trial of such indictment, but it shall be sufficient to set forth in such indictment the name assumed and used by such association in its business and to prove the same on the trial accordingly.


Art. v.

L. 1867, Chap. 289 -- An Act to authorize joint-stock

companies and associations to purchase, hold and convey real estate.

Passed April 9, 1867. SECTION 1. It shall be lawful for any joint-stock company or Purchase association to purchase, hold and convey real estate for the follow- estate when

allowed, ing purposes :

1. Such as shall be necessary for its immediate accommodation in the convenient transaction of its business ; or,

2. Such as shall be mortgaged to it in good faith, by way of security for loans made by or moneys due to such joint-stock company or association; or,

3. Such as it shall purchase at sales under judgments, decrees or mortgages held by such joint-stock company or association.

The said joint-stock company or association shall not purchase, hold or convey real estate in any other case or for any


purpose ; and all conveyances of such real estate shall be made to the president of such joini-stock company or association, as such president, and who, and his successors, from time to time, may sell, assign and convey the same, free from any claim thereon against any of the shareholders, or any person claiming under them, or any or either of them.


L. 1868, Chap. 290— An Act in relation to joint-stock companies and associations.

Passed April 22, 1868. SECTION 1. Whenever the amount of capital stock issued by any When the

capital may joint-stock company or association shall be, at the par value be rethereof, in excess of the actual amount of capital called in by such company or association for the transaction of its business, it shall be lawful for the trustees, directors or managing board, of such joint-stock company or association, upon the consent in writing of three-fourths of the trustees, directors or managing board thereof, to reduce the capital stock thereof to such an amount as may be determined upon by such trustees, directors or managing board ; provided, that the amount of such capital stock shall not be reduced, at the par value thereof below the amount of capital stock which shall be called in by such joint-stock company or association ; and provided further that no such reduction of capital stock shall be made when the unexpended capital in the treasury of such joint-stock company or association shall not be equal to the

Art. VI. outstanding liabilities thereof; it being the intention hereby to

authorize any such company or association to reduce its capital
stock to an amount not less, at its par value, than the capital
called in by such company or association for the transaction of
its business.


L. 1881, Chap. 599- An act in relation to joint-stock

companies and corporations having a capital of less than one hundred thousand dollars.

PASSED July 4, 1881, May re SECTION 1. Any joint-stock company or corporation, with a capnumber of ital of less than one hundred thousand dollars, organized under a trustees.

special act of the legislature, having more than seven trustees, may reduce the number of its trustees to not less than seven, to be

elected annually at the time appointed in its articles of incorporaProviso.

tion; provided that a majority of the stockholders of such jointstock company or corporation shall so determine, at a meeting to be held at the usual place of meeting of the trustees of such jointstock company or corporation, on thirty days' previous notice, in writing, to each stockholder of record; such notice shall be signed by not less than five stockholders, and shall be delivered in person or deposited in the post-office, directed to each stockholder at his last known address, and upon the election of trustees as herein provided, the term of office of the trustees in office at the time of such election shall cease and determine.

(There are no insurance companies or corporations doing business in this state that this act can affect, as such companies or corporations cannot be organized or transact business here "with a capital of less than $100,000.")

SEC. 31-41


EQUITY. 1828, R. S., Part III, Chap. VIII, Title IV, Article 2 of proceed

ings against corporations in equity.

42.' Receiver's general powers and duties.

43-57. (Repealed.)

(SECTIONS 31-41 were repealed by Laws of 1880, Chap. 245.) Receiver's general

$ 42. Such receiver shall possess all the power and authority powers and conferred, and be subject to all the obligations and duties imposed

in article three of this title upon receivers appointed in case of the voluntary dissolution of a corporation. It shall be his duty to keep


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