CHAP. IX. Art. XIII. of such subscription or agreement are not to be complied with or enforced, is guilty of a misdemeanor. Fraudulent issue of stock, scrip, etc. Frauds in ation of corpora capital. § 591. An officer, agent or other person in the service of any joint-stock company, or corporation formed or existing under the laws of this State, or of the United States, or of any State or Territory thereof, or of any foreign government or country, who willfully and knowingly, with intent to defraud; either 1. Sells, pledges, or issues, or causes to be sold, pledged, or issued, or signs or executes, or causes to be signed or executed, with intent to sell, pledge, or issue, or to cause to be sold, pledged, or issued, any certificate or instrument purporting to be a certificate or evidence of the ownership of any share or shares of such company or corporation, or any bond or evidence of debt, or writing purporting to be a bond or evidence of debt of such company or corporation, without being first thereto duly authorized by such company or corporation, or contrary to the charter or laws under which such corporation or company exists, or in excess of the power of such company or corporation, or of the limit imposed by law or otherwise upon its power to create or issue stock or evidence of debt; or 2. Reissues, sells, pledges, or disposes of, or causes to be reissued, sold, pledged, or disposed of, any surrendered or canceled certificates, or other evidence of the transfer or ownership of any such share or shares ; Is punishable by imprisonment for not less than three years nor more than seven years, or by a fine not exceeding three thousand dollars, or by both. People v. Parker Vein Coal Co., 10 How. 543. (See Laws of 1855, chap. 155, 88 1, 2, post, p. 277.) procuring § 592. An officer, agent, or clerk, of a corporation, or of perorganiz- sons proposing to organize a corporation, or to increase the Corrin capital stock of a corporation, who knowingly exhibits a false, crease of forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation, or to investigate its affairs, or to allow an increase of its capital, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment in a State prison not exceeding ten years and not less than three years. Unauthorized use of names in § 593. A person who, without authority, subscribes the name of another to, or inserts the name of another in any prospectus, cir CHAP. IX. etc. cular, or other advertisement or announcement of any corporation Art. XIII. or joint-stock association existing or intended to be formed, with prospectus, intent to permit the same to be published, and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of such corporation or association, is guilty of a misdemeanor. Misconduct of directors § 594. A director of a stock corporation, who concurs in any vote or act of the directors of such corporation, or any of them, of stock by which it is intended, 1. To make a dividend, except from the surplus profits arising from the business of the corporation, and in the case and manner allowed by law; or 2. To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation; or to reduce such capital stock without the consent of the legislature; or 3. To discount or receive any note or other evidence of debt in payment of an installment of capital stock actually called in, and required to be paid, or with intent to provide the means of making such payment; or 4. To receive or discount any note or other evidence of debt with intent to enable any stockholder to withdraw any part of the money paid in by him on his stock; or 5. To apply any portion of the funds of such corporation, except surplus profits, directly or indirectly, to the purchase of shares of its own stock; or 6. To receive any such shares in payment or satisfaction of a debt due to such corporation; or 7. To receive in exchange for the shares, notes, bonds, or other evidences of debt of such corporation, shares of the capital stock or notes, bonds, or other evidences of debt issued by any other stock corporation, Is guilty of a misdemeanor. Y. 201; 48 Barb. 371; Abbot (See R. S., Part I, Chap. XVIII, Title II, Art. 1, § 1, ante, p. 208.) Coleman v. Second Ave. R. R. Co., 38 N. v. American Hard Rubber Co., 33 id. 578; Co., 18 Abb. Pr. 419. (§§ 595 to 601 inclusive, relate exclusively to banking corporations, and are omitted.) corporations. § 602. A director, officer or agent of any corporation or joint- Frauds in keeping stock association who knowingly receives or possesses himself of accounts, any property of such corporation or association, otherwise than in etc. CHAP. IX. Art. XIII. payment of a just demand, and with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof, in the books or accounts of such corporation or association; and a director, officer, agent or member of any corporation or joint-stock association, who with intent to defraud, destroys, alters, mutilates or falsifies any of the books, papers, writings or securities belonging to such corporation or association, or makes or concurs in making any false entry, or omits or concurs in omitting to make any material entry in any book of accounts, or other record or document kept by such corporation or association, is punishable by imprisonment in a State prison not exceeding ten years, and not less than three years, or by imprisonment in a county jail not exceeding one year, or by a fine not exceeding five hundred dollars, or by both such fine and imprisonment. Officer of § 603. A director, officer or agent of any corporation or jointpublishing stock association, who knowingly concurs in making or publishing ports of its any written report, exhibit or statement of its affairs or pecuniary corporation false re condition. Insolven cies of cor condition, containing any material statement which is false, other than such as are elsewhere, by this Code, specially made punishable, is guilty of a misdemeanor. Cross v. Sackett, 6 Abb. Pr. 247; Harper v. Chamberlain, II id. 234. 604. The insolvency of a moneyed corporation is deemed porations fraudulent unless its affairs appear, upon investigation, to have fraudulent, been administered fairly, legally and with the same care and dili deemed when. gence that agents receiving a compensation for their services are Directors participating in bound by law to observe. (See Laws of 1870, chap. 151, § 4, post, p. 280.) § 605. In every case of the fraudulent insolvency of a moneyed fraudulent corporation, every director thereof who participated in such fraud, insolvency, if no other punishment is prescribed therefor by this Code, or any ishable. special statute, is guilty of a misdemeanor. how pun duty of Violation of 606. A director of any moneyed corporation who willfully directors of does any act, as such director, which is expressly forbidden by law, moneyed corporations. or willfully omits to perform any duty expressly imposed upon him as such director, by law, the punishment for which act or omission is not otherwise prescribed by this Code, or by some special statute, is guilty of a misdemeanor. (See R. S., Part I, Chap. XVIII, Title 11, Art. 1, § 10, ante, p. 211.) (Sections 607 and 608 relate to railway corporations and are omitted.) Directors of § 609. A director of a corporation, or joint-stock association, presumed must be deemed to have such a knowledge of the affairs of a cor corporation CHAP. IX. poration or association, as to enable him to determine whether any Art. XIII. act, proceeding or omission of its directors, is a violation of this chapter. to have knowledge of its affairs. present at when pre § 610. A director of a corporation, or joint-stock association, Director who is present at a meeting of the directors, at which any act, pro- meeting. ceeding or omission of such directors in violation of this chapter sumed to occurs, must be deemed to have concurred therein unless he at the time causes, or in writing requires, his dissent therefrom to be proccedentered in the minutes of the directors. have as sented to ings. absent from when pre have dis § 611. A director of a corporation, or joint-stock association, Director although not present at a meeting of the directors, at which any meeting, act, proceeding or omission of such directors, in violation of this sumed to chapter, occurs, must be deemed to have concurred therein, if the sented to proceedfacts constituting such violation appear on the records or minutes ings. of the proceedings of the board of directors, and he remains a director of the same company for six months thereafter, without causing, or in writing requiring, his dissent from such illegality to be entered in the minutes of the directors. director etc. § 612. A director, trustee, or other officer of a joint-stock asso- Failure of ciation or corporation, upon whom a notice of application for an upon whom application injunction affecting the property or business of such joint-stock is served, association or corporation is served, who omits to disclose to the other directors, officers or managers thereof, the fact of such service, and the time and place of such application, is guilty of a misdemeanor. (See Laws of 1870, Chap. 151, § 4, post, P. 280.) corpora § 613. It is no defense to a prosecution for a violation of the Foreign provisions of this chapter, that the corporation was one created tions. by the laws of another State, government or country, if it carried on business, or kept an office therefor, within this State. defined. § 614. The term "director," as used in this chapter, embraces "Director" any of the persons having by law the direction or management of the affairs of a corporation by whatever name such persons are described in its charter, or are known in law. L. 1855, Chap. 155 – An Act to provide for the punish- of stock a SECTION 1. Every officer and every agent of any incorporated False issue company or corporation, formed or existing under or by virtue of felony. CHAP. IX. Art. XIII. the laws of any of the United States, who shall within this State, Id willfully and designedly sign, or procure to be signed, with intent to issue, sell or pledge, or to cause to be issued, sold, or pledged, or shall willfully and designedly issue, sell or pledge, or cause to be issued, sold or pledged, any false or fraudulent certificate, or other evidence of the ownership or transfer of any share or shares of the capital stock of such incorporated company or corporation, or any false or fraudulent bond, or evidence of debt of such incorporated company or corporation, or any certificate or any other evidence of the ownership or transfer of any share or shares in such incorporated company or corporation, or any instrument purporting to be a certificate or other evidence of ownership or transfer of such share or shares, or purporting to be such bond or evidence of debt, the signing, issuing, selling or pledging of which shall not be authorized by the charter and by-laws of such incorporated company or incorporation, or some amendment thereof, shall be deemed guilty of a felony, and shall be punished by a fine not exceeding three thousand dollars, and imprisonment in a State prison for a term not less than three nor more than seven years. § 2. Every officer and agent of every incorporated company, joint-stock company or corporation formed or existing under or by virtue of the laws of any of the United States, who shall, within the State, knowingly, willfully and designedly sign, or procure to be signed, with intent to issue, sell or pledge, or cause to be issued, sold or pledged, or who shall knowingly, willfully, and designedly issue, sell or pledge, or cause to be issued, sold or pledged, any certificate or other evidence of the ownership or transfer of any share or shares of the capital stock of such incorporated company, joint-stock company or corporation, or any bond or evidence of debt of such incorporated company, joint-stock company or corporation, or any instrument purporting to be a certificate or other evidence of ownership or transfer of such share or shares, or purporting to be such bond or evidence of debt, without being thereunto first authorized and empowered by such incorporated company, joint-stock company or corporation, and every such officer and agent who shall reissue, sell, pledge or dispose of, or cause to be reissued, sold, pledged or disposed of, any surrendered or canceled certificate or other evidence of the ownership or transfer of any such share or shares, or of any right or interest therein, with the intent of defrauding any such corporation, or any person or |