the sums paid, or which he may be liable to pay, on account of those ART. 1. shares. sons who ferred stock blo. S17. If the amount assessed on the shares of any stockholder, un- when per der the provisions of the last section, shall not be collected from such have transstockholder, by reason of his insolvency, or his absence from this shall be liastate, the sum remaining due on such assessment, shall be recoverable against the person from whom the delinquent stockholder, at any time within six months previous to the insolvency of the company, shall have received a transfer of the shares, or any portion of the shares then held by him; and every person having made such transfer, shall be liable in the same manner, and for the same proportion that he would have been liable, had he continued to hold the shares so transferred. of term ý $18. The term "stockholders," as used in the preceding sections Construction of this Title, from the fourteenth section inclusive, shall extend to stockholdevery equitable owner of stock, appearing on the books of an insol-er,' from $ 14. vent company, in the name of another person, and to every person who shall have advanced the instalments, or purchase money, of any shares of stock, standing in the name of any of his children, under the age of twenty-one years; but no person holding stock, as an executor or administrator, or as a guardian or trustee, appointed by a last will or testament, or by a court of competent authority, and no legal or equitable owner of stock, under the age of twenty-one years, shall be individually responsible on account of the shares so held. statement to ted to comp $ 19. It shall be the duty of every monied corporation hereafter Annual created, on the first day of January after its incorporation, and annu- be transmit ally on the same day thereafter, to make out and transmit to the comp- troller troller, in the form prescribed by him, a full statement of its affairs, verified by the oaths of its president and cashier, or treasurer or secretary. $20. Each statement so transmitted shall contain, 1. The amount of the capital stock of the corporation, paid in, or invested according to the provisions of its charter, and the amount of such stock as then possessed: 2. The value of the real estate of the corporation, specifying what portion thereof is occupied by the company as necessary to the transaction of its business: 3. The shares of stock held by such corporation, whether absolutely or as collateral security, specifying each kind and description of stock, and the number and value of the shares of each: 4. The debts owing to the corporation, specifying such as are owing from other monied corporations, the names of such corporations, and the amount due from each; and also specifying the amount secured by bond and mortgage or judgment, the amount which, accord75 VOL. I. Contents thereof. TITLE 2. ing to the provisions of this Article, ought to be included in the computation of losses, and the total amount of such debts then collectible: Further con 5. The amount of debts owing by the corporation, specifying such as are payable on demand, and such as are due to other monied corporations, the names of such corporations, and the amount due to each : 6. The amount of the claims against the corporation not acknowledged by it as debts : 7. The amount for which the corporation is bound as surety, or for which it may become liable on the happening of contingent events, whether upon policies of insurance or otherwise: and, 8. If the statement be from a corporation having banking powers, the amount of its notes or bills then in circulation, of its loans and discounts, and of specie on hand. $ 21. Each statement subsequent to the first so transmitted shall statement af- also contain, tents of each ter the first. Penalty for neglect. Duty of comptroller 1. The amount of the losses of the corporation charged, specifying whether charged on its capital or profits, since its last preceding statement, and of its dividends declared and made during the same period: 2. The average amount for each month, during the preceding year, of the debts due to and from the corporation: and, 3. If the statement be from a corporation having banking powers, the amount on the first day of July of the same year of its notes or bills in circulation, of its loans and discounts, and of its specie on hand. S22. Every corporation that shall neglect to make out and transmit the statement required, for one month beyond the period when by law it ought to be made, may be proceeded against, and dissolved as an insolvent corporation. $ 23. It shall be the duty of the comptroller to enter every such in regard to statement received by him, in a book to be provided by him for that purpose, and which shall at all times, during office hours, be open to public inspection. such state ment. Ib. Ib. S24. If it shall appear to the comptroller from any statements received by him, that the provisions of its charter, or of this Title, have been violated by any corporation, or that there is reason to apprehend, that any corporation is, or will become insolvent, it shall be his duty to report the facts, together with his opinion thereon, without delay, to the legislature. § 25. It shall be the duty of the comptroller, to prepare forms of the statements above prescribed, and to transmit a copy thereof, together with such instructions as he may deem necessary, to every cor poration which is or shall be bound, to furnish such statements under the provisions of this Title. $ 26. No corporation having banking powers, shall issue for circulation, any bill or promissory note, of a less denomination than one dollar. ART. 2. Prohibition on banks. their officers. $27. No corporation having banking powers, and none of its di- Ib. and on rectors, officers, agents or servants shall, directly or indirectly, purchase, or be interested in the purchase of any promissory note, or other evidence of debt, issued by such corporation, for a less sum than shall appear on the face thereof to be then due; and every person violating the provisions of this section, shall forfeit three times the nominal amount of the note, or other evidence of debt, so purchased. Ib. $28. No president, director, cashier, clerk or agent, of any corpo- . ration having banking powers, and no person in any way interested or concerned, in the management of the affairs of any such corporation, shall discount, or directly or indirectly make any loan, upon any note or other evidence of debt, which he shall know to have been offered for discount to the directors, or any officer of such corporation, and to have been refused; and every person violating the provisions of this section, shall, for each offence, forfeit twice the amount of the loan which he shall have made. quired from hereafter $29. No monied corporation, to which a charter shall hereafter be Affidavits regranted, shall commence the business for which it shall be incorporat- corporations ed, until its president and cashier, or treasurer, or secretary, or its made. two principal officers, by whatever name they may be described, shall have made and subscribed an affidavit, stating that the whole of the capital stock of such corporation, or such portion thereof as, by its charter, shall be required to be paid or secured before the commencement of its operations, has been actually paid, or secured to be paid, according to the provisions of its charter. and filed. $ 30. Every such affidavit, if made in a city, shall be made before How made the mayor or recorder of such city, and if made in a county, before the first judge of the county, or any master in chancery therein, and shall be filed in the clerk's office of the city and county, or of the county in which it shall be taken. made. $ 31. The charter of every such corporation shall be void, if the Penalty if not affidavit above required, shall not be duly made and filed, within one year, from the time such charter shall be granted. ARTICLE SECOND. Regulations concerning the Election of Directors of Monied Szc. 32. Inspectors of elections how chosen; their pay. 33. Directors to supply vacancies in office of inspector. 34. Officers of the corporation not to be chosen inspectors. 35. Inspectors to take oath. TITLE 2. SEC. 36, 37 & 38. Qualifications of voters. Iuspectors to be chosen. Vacancies how supplied Disability, Oath of inspector. Who may vote. Ib. and on what stock.. Ib. 39. Form of oath to be administered to persons offering to vote, who are challenged. 40. Affidavits to be attached to proxies. 41. Oath to be administered to person offering to vote upon proxy, if challenged. 42. If challenged person refuse to take oath, his vote to be rejected. 43. If election do not take place on day appointed, when to held. 44. By-laws regulating elections, when to be made and to be published. 45. A register of transfers and a book containing names of stockholders, to be kept, &c. 46. Penalty for refusing to allow stockholders to inspect them. 47. Parties aggrieved by an election, may apply to supreme court for tedress. $32. At every election for directors in any monied corporation, three persons shall be chosen by the persons entitled to vote for directors, as inspectors at the next succeeding election, whose duty it shall be to act as such, and any two of whom shall be competent to act. Each acting inspector shall be entitled to a reasonable compensation for his services, to be paid by the corporation for which he is chosen. $33. The directors of the corporation shall supply any vacancy, that may occur by the death or removal from the city or county where the corporation shall be situated, of any such inspector, or by his refusal to serve, or neglect to attend on the day of election. $34. No person shall be chosen or appointed an inspector of an election of directors in a corporation of which he shall be a director or officer. $35. Every such inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath, before any officer authorised by law to administer oaths; "I do solemnly swear that I will execute the duties of an inspector of the election now to be held, with strict impartiality, and according to the best of my ability." $36. At every election of directors, the transfer books of the cor poration shall be produced, to test the qualifications of the voters; and no persons shall be admitted to vote directly, or by proxy, except those, in whose names the shares of the stock of the corporation, shall stand on such books, and shall have so stood, for at least thirty days previous to the election. $37. No person shall be admitted to vote on any shares of stock, belonging, or hypothecated, to the corporation in which the election is held, nor shall any person be admitted to vote on any shares of stock, which shall then be hypothecated, or pledged, as a collateral security, to any other person or company. $38. No person shall be admitted to vote on any shares, which shall have been transferred to him, for the sole purpose of enabling him to vote thercon, at the election then to be held; nor upon any shares, which he shall have previously contracted to sell or transfer after the election, upon any condition, agreement or understanding, in relation to his manner of voting at such election. : ART. 2. $39. Every person offering to vote, may be challenged by any other person authorised to vote at the same election; and to every Challenge. person so challenged, one of the inspectors shall administer the following oath "You do swear, (or affirm, as the case may be,) that the shares on which you now offer to vote do not belong, and are not Oath. hypothecated to the (naming the corporation for which the election is held,) and that they are not hypothecated or pledged to any other corporation or person whatever; that such shares have not been transferred to you for the purpose of enabling you to vote thereon at this election, and that you have not contracted to sell or transfer them, upon any condition, agreement or understanding, in relation to your manner of voting at this election." ing on proxies challenged. $40. No person shall be permitted to vote upon the proxy of a Persons votstockholder, unless he shall produce, annexed to his proxy, an affidavit of such stockholder, stating the same facts to which the oath of such stockholder might have been required, upon a challenge, had he offered to vote in person, on the shares mentioned in the proxy. $41. If any person offering to vote upon a proxy, shall be chal- Their oath if lenged by an elector, he shall be required to take the following oath, to be administered to him by one of the inspectors: "You do swear, (or affirm,) that the facts stated in the affidavit annexed to the proxy, upon which you now offer to vote, are true according to your belief, and that you have made no contract or agreement whatever, for the purchase or transfer of the shares, or any portion of the shares, mentioned in such proxy." on challenge. $ 42. If any person duly challenged, shall refuse to take the pro- Proceedings per oath, his vote shall be rejected, and shall not be afterwards received at the same election; if he shall take the oath, his vote shall be received. if election be $ 43. If an election for directors in any such corporation, shall not Proceedings be held on the day appointed by law, it shall be the duty of the di- not held. rectors to notify, and cause such election to be held, within sixty days after the day so appointed; and on the day so notified, no persons shall be admitted to vote, except those who would have been entitled, had the election taken place on the day when, by law, it ought to have been held. laws invalid. S44. No by-law of any such corporation, regulating the election certain by of its directors, shall be valid, unless it shall be made at least sixty days before the day appointed by law for the election to be held, and shall have been published for at least two weeks in succession, immediately following its enactment, in some newspaper in the city or county where the corporation is situated. $45. Every such corporation shall keep a book, in which the Transfer transfer of shares of its stock shall be registered; and another book, book of stock |