against the members of the association, as prescribed in subdivision first of the last section, the time between the commencement of the action by or against the officer, and the return of the first execution issued upon the final judgment rendered therein, is not a part of the time limited by law, for the commencement of the second action. any CHAP. IX. Art. X. When objection of misnomer, § 1924. Section 1813 of this act applies to an action brought, as prescribed in the last section but one, against the members of association, which keeps a book for the entry of changes in membership of the association, or the ownership of its property; available. and to each book so kept. (See Code of Civil Procedure, § 1813, ante, p. 266.) the etc., of parties not ARTICLE XI. MISCELLANEOUS PROVISIONS OF THE CODE (The matter in italics gives only the substance of, or a reference to the sections mentioned in this article.) 1880. § 263. Subd. 7. Superior city courts have jurisdiction of certain actions against foreign corporations. Subd. 8. Superior city courts have jurisdiction of proceeding to sell property of, or to dissolve domestic corporations. 264. When domestic corporation or joint stock company deemed residents of city, for the purpose of determining jurisdiction of superior city courts. $525. Subd. 1. Verification of pleading where domestic corporation is a party, to be made by an officer thereof. Subd. 3. Verification when foreign corporation is a party, to be made by agent or attorney thereof. 624. Damages sustained by corporation or joint-stock association by reason of an injunction, how ascertained and recovered. § 636. Warrant of attachment may be granted against the property of a foreign corporation, or of a domestic corporation in certain cases. 646. Under attachment against foreign corporation, sheriff may levy upon unpaid subscriptions to capital stock and upon certain shares of stock therein. § 647. Interest of a defendant in the stock of an association or corporation may be levied upon. Plympton v. Bigelow, 63 How. 485. § 650. Officers of an association or corporation required to give CHAP. IX. Art. XI. certificate of defendant's interest therein to sheriff executing attach ment. Buckingham v. White, 25 Hun, 441; S. C., I Code R. 365; Hall v. Brooks, 25 Hun, 577. § 651. Persons refusing such certificate or giving false certificate may be examined under oath concerning the same. $707. Judgment against a foreign corporation served without the State, or by publication, where defendant has not appeared, enforceable only against attached property. § 791. Subd. 8. An action against a corporation, founded upon a note or other evidence of debt, for the absolute payment of money, entitled to preference in the trial or hearing thereof. Studwell v. Charter Oak Ins. Co., 19 Hun, 128; Wells v. Watertown Fire Ins. Co., 21 id., 409. § 839. Admission of member of an aggregate corporation, not evidence against the corporation, except it was made concerning and while engaged in a transaction in which he was the authorized agent of the corporation. § 868. Production upon a trial of a book or paper of corporation may be compelled by subpæna duces tecum, or by an order; such subpæna or order deemed sufficiently obeyed if produced by subordinate officer or employee having requisite knowledge. Central Cross Town R. R. Co. v. Twenty-third Street R. R. Co., 53 How. 47. 8869. If the personal attendance of a particular officer of the corporation is required, a subpæna without a duces tecum clause must also be served upon him. § 872. Subd. 7. Deposition of officers or directors of a corporation McGaffin v. Dinsmore, 4 Abb. N. C. 241; In re Paulmier, 5 id. 151; Richmann v. Manhattan Co., 26 Hun, 433. 8929. Books of foreign corporation may be used as presumptive evidence to prove acts or transactions of such corporation. Derham v. Lee, 60 How. 338; S. C., 47 N. Y. Supr. (J. & S.) 174; S. C., 87 N. Y. 604. $930. When a copy thereof is evidence. 8931. How copy to be verified. $960. Seal of corporation authorized or required by law may be impressed directly on the paper. § 1012. A reference shall not be made of course, upon consent of the parties, in an action against a corporation to obtain the dissolution thereof, the appointment of a receiver of its property, or the distribution CHAP. IX. thereof, unless it is brought by the attorney-general. But the court may Art. XI. in its discretion, where the parties consent to a reference, grant or refuse a reference, and where a reference is granted, the court must designate the referee. § 1217. Requisites on application for judgment against foreign corporation. Plympton v. Bigelow, 63 How. 484. 1880. § 1650. Action to compel the determination of a claim to real property may be maintained by or against a corporation as if it was a natural person. § 1879. Domestic corporation not subject to action by judgment creditor to compel discovery, § 1948. Attorney-general may maintain an action against one or more persons who act as a corporation without being incorporated, or who exercise any corporative rights or usurp any franchises not granted to them by law. People v. Boston, H. T. & W. R. R. Co., 27 Hun, 528; People v. Cohocton Stone Road, 25 id. 16. § 1950. Such actions triable by jury. § 1955. Final judgment in favor of plaintiff must perpetually restrain defendants from commission of acts complained of. Temporary injunction may also be granted in such action. § 1984. Such action to be brought in the name of the people. § 1987. Costs in such action may be collected by execution against any of the persons claiming to be a corporation, or by attachment, or other process against the person of any director or other officer of the corporation. People v. Cohocton Stone Road, 25 Hun, 15. § 2146. Corporation included in term "body or officer" in provisions concerning certiorari. may § 2441. Corporation indebted to or having property of judgment debtor be examined in supplementary proceedings concerning the same. § 2463. Provisions concerning supplementary proceedings not applicable to certain corporations. § 2865. An action cognizable by a justice of the peace may be brought by or against a corporation. § 3268. Subd. 2. Foreign corporation, being a plaintiff in an action in a court of record, may be required to give security for costs. § 3343 Subd. 18. A domestic corporation is a corporation created by or under the laws of the State; or located in the State CHAP. IX. Art. XII. and created by or under the laws of the United States, or by or pursuant to the laws in force in the colony of New York, before the nineteenth day of April, in the year seventeen hundred and seventy-five. Every other corporation is a "foreign corporation." Summons formation ARTICLE XII-CRIMINAL PROCEEDINGS AGAINST COR PORATIONS. 1881, Code of Criminal Procedure, Part IV, Title XII, Chap. IXProceedings against corporations. SEC. 675. Summons upon an information or presentment against a corporation, by whom issued, and when returnable. 676. Form of the summons. 677. When and how served. 678. Examination of the charge. 679. Certificate of the magistrate, and return thereof with the depositions. 680. Grand jury may proceed as in the case of a natural person. 681. Appearance and plea to indictment, and proceedings thereon. 682. Fine, on conviction, how collected. § 675. Upon an information against a corporation, the magisupon an in- trate must issue a summons, signed by him, with his name of office, or present- requiring the corporation to appear before him, at a specified time against a and place, to answer the charge; the time to be not less than ten ment corporation, by whom days after the issuing of the summons. issued, and when re turnable. Form of the sum mons. When and how served. Examin ation of the charge. Certificate of the § 676. The summons must be in substantially the following form: 'COUNTY OF ALBANY [or as the case may be]: "In the name of the people of the State of New York: "To the [naming the corporation]: "You are hereby summoned to appear before me, at [naming the place], on [specifying the day and hour], to answer a charge made against you, upon the information of A. B., for [designating the offense generally]. "Dated at the city [or 'town '] of the day of G. H., Justice of the Peace. [or as the case may be.] § 677. The summons must be served at least five days before the day of appearance fixed therein, by delivering a copy thereof and showing the original to the president, or other head of the corporation, or to the secretary, cashier, or managing agent thereof. § 678. At the time appointed in the summons, the magistrate must proceed to investigate the charge, in the same manner as in the case of a natural person brought before him, so far as those proceedings are applicable. § 679. After hearing the proofs, the magistrate must certify upon magistrate, the depositions, either that there is or is not sufficient cause to be CHAP. IX. lieve the corporation guilty of the offense charged, and must return Art. XIII. the depositions and certificate in the manner prescribed in sec- turn thereof tion 221. * with the deposition. may pro the case of a natural person. Appear plea to § 680. If the magistrate return a certificate that there is suffi- Grand jury cient cause to believe the corporation guilty of the offense charged, ceed as in the grand jury may proceed thereon, as in the case of a natural person held to answer. § 681. If an indictment be found against a corporation, it may ance, and appear by counsel, to answer the same. If it do not thus appear, indictment, a plea of not guilty must be entered, and the same proceedings ceedings had thereon as in other cases. § 682. When a fine is imposed upon a corporation, on convic- Fine, on conviction, tion, it may be collected by virtue of the order imposing it, by the how collected. sheriff of the county, out of their real and personal property, in the same manner as upon an execution in a civil action. and pro thereon. ARTICLE XIII.-FRAUDULENT INSOLVENCIES BY CORPORATIONS, AND OTHER FRAUDS IN THEIR MANAGEMENT. 1882, Penal Code, Title XV, Chap. XI—Fraudulent Insolvencies by Corporations and other frauds in their management. SEC. 590. Frauds in subscription for stock of corporations. 591. Fraudulent issue of stock, scrip, etc. 592. Frauds in procuring organization of corporation, or increase of capital. 594. Misconduct of directors of stock corporations. (595 to 601 inclusive relate to banking corporations.) 602. Frauds in keeping accounts, etc. 603. Officer of corporation publishing false reports of its condition. 604. Insolvencies of corporations deemed fraudulent, when. 605. Directors participating in fraudulent insolvency, how punishable. 606. Violation of duty of directors of moneyed corporations. (607 and 608. Relate to railroad corporations.) 609. Directors of corporation presumed to have knowledge of its affairs. 610. Director present at meeting, when presumed to have assented to proceedings. 611. Directors absent from meetings, when presumed to have assented to pro ceedings. 612. Failure of director upon whom application is served, etc. 613. Foreign corporations. 614. "Director defined. Fraud in tions for tions SECTION 590. A person who signs the name of a fictitious per- subscripson to any subscription for, or agreement to take, stock in any stock of corporation, existing or proposed; and a person who signs to any corpo subscription or agreement the name of any person, knowing that such person does not intend in good faith to comply with the terms thereof, or under any understanding or agreement, that the terms *To the next court of oyer and terminer or court of sessions of the county, or city court having power to inquire into the offense by the intervention of a grand jury, at or before its opening on the first day.- Code of Criminal Procedure, extract from § 221. |