and which is then owned by him and standing on the books of the company in his name, and if known to him he shall also state the whole number of shares of stock issued by said association or corporation at the time when the election ought to have been held, and on filing such affidavit or verified statement with the inspectors, he shall be entitled to vote on such stock so appearing to be owned by him and standing on the books of the company in his name. The inspectors shall return and file such verified statements, together with a certificate of the results of the election, which shall be verified by them, with the clerk of the county in which such election is held, and thereupon the persons so elected shall be the directors of such association or corporation as aforesaid. Stockholders may adopt by-laws at such meeting. § 4. The stockholders aforesaid at the meeting authorized by the preceding section, in addition to electing directors, as aforesaid, may adopt a by-law providing for the future annual meetings and election of directors, such by-laws shall he adopted in the same manner and by the same number of votes as is above prescribed for the election of directors, and shall have the same effect as if such by-law had been adopted by the directors of the company. L. 1884, Chap. 223—An act to regulate the rights and duties of officers and directors of railroad corporations. Prohibited from selling stock not then actually owned. SECTION 1. No officer or director of any railroad corporation shall sell or agree to sell, or be directly or indirectly interested in the sale or agreement to sell, any shares of the stock of the corporation of which he is such officer or director, unless, at the time of the sale or agreement to sell, he is the actual owner of such shares. Penalty. 2. Any person violating any of the provisions of this act shall be guilty of a misdemeanor, and upon conviction thereof shall be punished by imprisonment not less than six months, or by a fine not exceeding five thousand dollars, or by both such fine and imprisonment. TITLE IV.* Special Provisions relating to certain Corporations. SEC. 1. Certain books of incorporated companies to be kept open, for certain time. 2. Certain prohibitions and restrictions upon directors of corporations, officers, etc. 3. Debts of corporations not to exceed certain amount; penalty for excess. 4. Certain transfers of property prohibited; corporations dissolved in certain cases. 5. Supreme court to correct illegal elections; proceedings for that purpose. 6. By-laws regulating elections; evidence of right to vote. 7. Oath to be taken by inspectors of elections. 8. On failure to hold elections of directors, new day to be appointed; proceedings. 9. Penalty on corporations, etc., for purchasing their notes, etc., at less sum than that due thereon. 10. Officers, etc., of corporations not to loan upon notes offered to them officially for discount. 11. Extent and application of the provisions of this title. This title inserted pursuant to the " act concerning the Revised Statutes," passed December 10, 1828, § 15. TITLE 5. TITLE 4. Certain books to be open at certain times. 10 Barb., 217; 19 Wend., 45; 3 Wend., 588; 50 SECTION 1. The book or books of any incorporated company in this state, in which the transfer of stock in any such company shall be registered, and the books containing the names of the stockholders in any such company shall, at all reasonable times during 5N, Y. 566; the usual hours of transacting business, be open to the examination of every stockholder of such company, for thirty days previous to any election of directors; and if any officer having charge of such Barb., 282. books, shall, upon demand by any stockholder as aforesaid, refuse or neglect to exhibit such books, or submit them to examination as aforesaid, he shall for every such offence, forfeit the sum of two hundred and fifty dollars, the one moiety thereof to the use of the people of this state, and the other moiety to him who will sue for the same, to be recovered by action of debt in any court of record, together with the costs of such suit. Dividends from sur only. 8 Wend., 615; 10 16 J. & S., 349, 365; 17 J. & S., 149; 93 N 95 N. Y., 93. [602] Notes for not to be to withdraw instalments paid. directors [L. 1825, 448, § 1.] § 2. It shall not be lawful for the directors or managers of any inplus profits corporated company in this state to make dividends, excepting from the surplus profits arising from the business of such corporation; Barb., 260; and it shall not be lawful for the directors of any such company to divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock of such company, or to reduce the said capital stock, without the consent of the legislature; and it shall not be lawful for the directors of such company to discount or receive any note, or other evidence of debt, in payment of any instalment actually called in and required to be paid, or any part instalments thereof, due or to become due on any stock in the said company; on stock nor shall it be lawful for such directors to receive or discount any discounted. note, or other evidence of debt, with the intent of enabling any Nor notes stockholder in such company to withdraw any part of the money paid in by him on his stock; and in case of any violation of the provisions of this section, the directors under whose administration Liability of the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the said directors at the time, or were not present when the same did happen, shall in their individual and private capacities, jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the said company so divided, withdrawn, paid out, or reduced, and to the full amount of the notes or other evidences of debt so taken or discounted in payment of any stock, and to the full amount of any notes or evidences of debt so discounted with the intent aforesaid, with legal interest on the said respective sums, from the time such liability accrued; and no statute of limitations shall be a bar to any suit at law or in equity, against such directors for any sums for which they are made liable by this section: Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of such company which shall remain after the payment of all its debts, upon the dissolution of such company, or the expiration of its charter. for violat ing these provisions. Extent of liability. Not barred by statute of limitations. Proviso. Amount of debts. [L. 1825, 448, § 2.] § 3. The total amount of the debts which any incorporated com directors pany shall at any time owe, whether for deposits, or by bond, bill, TITLE 4. note, or other contract, over and above the actual deposits with the said company, shall not at any time exceed three times the amount of the capital stock actually paid in; and in case of any excess the directors under whose administration the same may have happened, Liability of except those who may have caused their dissent therefrom to be for excess. entered at large on the minutes of the said directors at the time, and except those who were not present when the same did happen, shall in their individual and private capacities, jointly and severally, be liable for such excess to the said corporation, and in the event of its dissolution, to any of the creditors thereof, to the full amount of such excess, with legal interest from the time such liability accrued; and no statute of limitations shall be a bar to any suit at law or in equity, against such directors for any sums of money for which they are made liable by this section. [L. 1825, 448, § 3.] Not barred of limita by statute tions. 4 Barb.,388. [603] Certain Y., 406; 30 15 Barb.,66; § 4. Whenever any incorporated company shall have refused the transfers of payment of any of its notes, or other evidences of debt, in specie, property prohibite or lawful money of the United States, it shall not be lawful for such Barb.,121; 11 Barb., company, or any of its officers, to assign or transfer any of the 265; 21 N. property or choses in action of such company, to any officer or Barb., 646; stockholder of such company, directly or indirectly, for the pay-Hill, 221 ment of any debt; and it shall not be lawful to make any transfer or assignment in contemplation of the insolvency of such company, to any person or persons whatever; and every such transfer and assignment to such officer, stockholder or other person, or in trust for them or their benefit, shall be utterly void. [L. 1825, 450, § 6. The remainder of the original section of the R. S. repealed by L. 1880, ch. 245.] This section was repealed by L. 1882, ch. 402, as included in the general banking act, L. 1882, ch. 409, § 187, ante, p. 1555. But the repealing act of 1882 was amended by L. 1884, ch. 434, so as to restore this section. 43 N. Y.,271; 34 N. Y., 96; 44 Barb., Barb., 261; R., 422; 8 631; 36 18 Abb. Pr. Bosw., 199; 59 N. Y. 5; 5 Hun, 123; J... 46; 4 Dem., 88 N. Y Powers of court re 19 Wend., 139; 11 Paige, 124; 36 How Pr. Abb. Pr.R. NS, 394; 91 N. Y., 1. § 5. It shall be the duty of the supreme court, upon the application of any person or persons or body corporate, that may be 334. aggrieved by, or may complain of, any election, or any proceeding, supreme act or matter, in or touching the same (reasonable notice having specting been given to the adverse party, or to those who are not to be elections. 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 supreme court to require: Provided, That the said supreme court Proceedmay, 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 attorney-general to exhibit, one or more information or informations in the nature of a quo warranto in the premises. [L. 1825, 451, § 9, amended pursuant to the "act concerning the Revised Statutes passed December 10, 1828, § 15.] ings. TITLE 4. laws to be published Evidence of right to vote § 6. No by-law of the directors and managers of any incorporated Certain by 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 or shares of the stock of any incorporated company of this state, shall be questioned, it shall be the duty of the inspectors of the elections, to re16; 12 Abb. quire 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, shall be voted on by such person or persons, directly by themselves, or by proxy, subject to the provisions of the act of incorporation. 5 N. Y., 566; 45, 139; 11 Abb. Pr. R., N. S.. Pr. R., N. S, 398; 40 Oath of inspectors of elections. 19 Wend., 185, 636. On failure of election, another day to be Who enti. tled to vote on such subsequent day. 11 N. Y., 152; 4 [L. 1825, 451, § 11.] § 7. The inspectors who may be appointed to conduct any election of directors or any other officer of any incorporated company 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." [L. 1825, 451, § 12.] § 8. If at any time hereafter, the election for directors of any bank or other incorporated company of this state, shall not be duly appointed. held on the day designated and appointed by the act incorporating 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 or Paige, 247; shares shall be voted upon, except by such person or persons who may have appeared on the transfer books of said company to 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. 6f Barb., Abb. Pr. 15; 29 N. Y., Corpora. tion and its officers, &c., not to purchase its notes at Penalty. 48 N. Y., 430 [L. 1825, 451, § 13.] § 9. It shall not be lawful in any company incorporated for banking purposes, its officers, agents or servants, or any of them, directly or indirectly to purchase or be interested in the purchase of any a discount. promissory note, or other evidence of debt, issued by any such company, at a less sum than appears by the face thereof to be due and payable; and any person offending against the provisions of this section, shall forfeit and pay three times the nominal amount of the note or other evidence of debt so purchased, to be recovered, with costs of suit, by any person who will sue for the same, in any court of competent jurisdiction. Officers, &c., of [L. 1825, 451, § 15.] 10. It shall not be lawful for any person being president, director, TITLE 4. tions not to notes. void. [605] cashier, clerk, agent, or any way interested or concerned in the management of the concerns of any such company, to discount, or corporadirectly or indirectly make any loan upon any note, bill, or other loan upon evidence of debt, which shall have been offered to such directors for discount; and every note, bill, or other evidence of debt so dis- Notes, &c., counted, or upon which any loan shall have been made by any of the persons aforesaid, knowing that such note had been so offered and refused, shall be utterly void; and the person offending herein, Further knowing that such note had been so offered and refused, by making any discount or loan, shall, for every such offence, forfeit and pay 4301 to any person who will sue for the same, twice the amount of any such discount or loan, to be recovered by action of debt, with costs of suit, in any court of competent jurisdiction. [L. 1825, 452, § 16.] NY, 86; penalty. 48 N. Y., Robt., 405. tion of this title lim ited. § 11. The provisions of this title shall not apply to any religious Applica society, nor to any moneyed corporation, which shall have been or shall be created, or whose charter shall be renewed or extended after the first day of January, one thousand eight hundred and twenty-eight, and which shall be subject to the provisions of the second title of this chapter. [Thus amended by L. 1871, ch. 883.] [See the 18th subdivision of § 15, of the "act concerning the Revised Statutes,' passed December 10, 1828; L. 1829, ch. 94; L. 1838, ch. 260; L. 1840, ch. 363; L. 1841, ch. 319; 56; L. 1839, ch. 355.] L. 1838, Chap. 161- An act to procure useful information as to the public works of this state. Drawings, plans and specifications to be filed. SECTION 1. Every railroad, canal and bridge company incorporated by this state, shall cause to be deposited with the comptroller, in the canal room, accurate drawings of the plans and specifications of the mechanical work hereafter to be constructed by such company, to be drawn on a scale and on paper to be designated by the board of canal commissioners, or by such other board of public works as may hereafter be organized by the legislature. 1 Robt., 405. Map and profile. § 2. Every such company shall cause to be deposited in like manner, a map and profile of every canal, railroad or bridge hereafter to be constructed by them, drawn on a scale and on paper of a size and in a form to be in like manner designated. 1 Robt., 405. L. 1842, Chap. 165 - An act to compel transfer agents of foreign corporations to exhibit a list of the stockholders thereof. Duty of agents. 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). 18 J. & S, 165, 456; 19 Abb. N. C., 1; 44 Hun, 552. Penalty. § 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 |