it for such services. No person holding stock in said corporation as collateral security, or as executor, administrator, guardian or trustee, unless he shall have voluntarily invested the trust funds in such stock, shall be personally subject to liability as stockholder; and no stockholder of said corporation shall be liable for any such debt due to a laborer, servant or employee, if he shall neglect to bring suit against the corporation for such debt within three months after the termination of such services.

SEC. 4. The stock, property and affairs of said corporation shall be managed by a Board of Directors consisting of not less than three nor more than thirteen, as may be provided by the by-laws to be adopted by said corporation. All vacancies happening in such board may be filled as may be provided in such by-laws.

SEC. 5. The persons first above named, and such other persons as shall be elected or appointed in accordance with the by-laws of said corporation shall be the first directors of said corporation, and their term of office shall continue until the first day of February, eighteen hundred and ninety-three, and until others shall be chosen in their place. On or after the said first day of February, eighteen hundred and ninety-three, the Board of Directors of said corporation shall be elected annually at a meeting of the stockholders thereof to be held at such time and place as the corporation by its by-laws may appoint.

SEC. 6. The said Board of Directors appointed by and under the provisions of this act for the first year, may adopt by-laws not inconsistent with this act, or with the laws of this State for the regulation of a corporation. The said by-laws may be altered, amended or repealed by a vote of the holders of a majority of the stock, represented in person or by proxy, at any meeting of said stockholders duly called.

SEC. 7. The annual report, if any, at any time required to be filed by such corporation under the general laws of this State, or any of them, shall state:

1. The amount of its capital stock actually issued.

2. The amount of its debts, or an amount which they shall not exceed.

3. The amount of its assets, or an amount which its assets shall at least equal. Such report shall be signed, verified and filed in the manner and within the period required by the general laws applicable thereto. In case the directors shall fail so to file any such required report, the directors who shall have neglected or refused to make and file the same and who shall also have neglected or refused to make or file any alternative individual report, as permitted by gen

eral law, shall be jointly and severally liable, as provided by general law, and every officer and director of such corporation signing any certificate, report or public notice required by law which shall be false in any material representation, shall jointly and severally be personally liable to the creditors of the Company for any damages caused to them thereby. There shall be a president, secretary and treasurer of such corporation, and such other officers as shall be provided by its by-laws. The president shall be selected by, and from, the directors. The other officers shall be elected or appointed, and have such qualifications as may be provided by the by-laws of the corporation. The directors of said corporation shall keep, or cause to be kept, at its office, books of account of its business and transactions, and a book to be known as the "stock-book," containing the names, alphabetically arranged, of all persons who are, or within two years have been stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners, and the time when the same was transferred to them respectively on the books of the Company. The stock-book of such corporation shall be open daily during business hours for the inspection of its stockholders and creditors, who may make extracts therefrom.

SEC. 8. The directors of said corporation may declare and cause to be paid dividends in money or property, but only from the net profits of its business.

SEC. 9. The said corporation may go into liquidation, and may wind up its affairs and business, and may sell, convey and dispose of all its property upon the consent thereto of its stockholders holding two-thirds of all its capital stock, such consent to be given at a meeting of said stockholders duly held for that purpose; and the Board of Directors, or such other officers or persons as may be authorized and directed by a vote of its stockholders owning two-thirds of its capital stock shall be duly authorized as trustees to so dispose of the property of said corporation, and liquidate and wind up its affairs and business.

SEC. 10. The said corporation shall not commence business until it shall have paid to the Treasurer of this State the sum of ten thousand dollars as a franchise tax, and it shall thereafter, from time to time, pay such further sum to the said State Treasurer as shall make the aggregate sum so paid by it to the State Treasurer, equal at all times to one-twentieth part of one per centum upon its existing capital stock. This act shall not be construed as granting to the corporation hereby created the right to create or maintain any monopoly, or unlawful combination in restraint of trade.

SEC. 11. This act shall take effect immediately.

FIRST GENERAL CORPORATION LAW 1

An act relative to incorporations for manufacturing purposes. Passed March 22, 1811.

1. Be it enacted by the people of the State of New York represented in Senate and Assembly, That at any time within five years hereafter, any five or more persons who shall be desirous to form a company for the purpose of manufacturing woolen, cotton or linen goods, or for the purpose of making glass, or for the purpose of making from ore bar-iron, anchors, mill irons, steel, nail rods, hoop iron and iron mongery, sheet copper, sheet lead, shot, white lead and red lead, may make, sign and acknowledge, before a justice of the Supreme Court, a judge of the Court of Common Pleas, or a master in Chancery, and file in the office of the Secretary of State a certificate in writing in which shall be stated the corporate name of the said company, and the objects for which the company is formed, the amount of the capital stock of the said company, the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of the said company for the first year and the names of the town and county in which the manufacturing operations of the said company are to be carried on.

2. And be it further enacted, That as soon as such certificate shall be filed as aforesaid, the persons who shall have signed and acknow edged the said certificate and their successors, shall for the term of twenty years next after the day of filing such certificate, be a body corporate and politic, in fact and name, by the name stated in such certificate, and by that name they and their successors shall and may have continual succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering or being answered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and they and their successors may have a common seal, and the same may make, alter and change at their pleasure, and that they and their successors, by their corporate name, shall in law be capable of buying, purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandise whatever, necessary to enable the said company to carry on their manufacturing operations mentioned in such certificate.

3. And be it further enacted, That the stock, property and concerns of such company shall be managed and conducted by trustees who, except those for the first year, shall be elected at such time and

1 This is the first General Corporation Law ever passed by any legislative body.

place as shall be directed by the laws of the said company, and public notice shall be given of the time and place of holding such election, not less than ten days previous thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to be carried on, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy, and all elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock of the said company, and the persons having the greatest number of votes shall be trustees; and wherever any vacancy shall happen among trustees by death, resignation or removal out of the State, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the laws of the said company; Provided always, That the number of trustees shall not exceed nine, and that they shall respectively be stockholders in such company.

4. And be it further enacted, That in case it shall at any time happen that an election of trustees be not made on the day when by the by-laws of the said company it ought to have been done, the said company for that cause shall not be dissolved, but it shall and may be lawful on any other day to hold an election for trustees, in such manner as shall be directed by the by-laws of such company.

5. And be it further enacted, That the capital stock of such company shall not exceed one hundred thousand dollars; and it shall be lawful for the trustees to call and demand from the stockholders respectively all such sums of money by them subscribed at such time and in such proportions as they shall deem proper, under pain of forfeiting the shares of the said stockholders and all previous payments made thereon, if such payments shall not be made, within sixty days after a notice requiring such payment shall have been published in such newspaper as aforesaid.

6. And be it further enacted, That the trustees of such company for the time being shall have power to make and prescribe such bylaws, rules and regulations as they shall deem proper respecting the management and disposition of the stock, property and estate of such company, the duties of the officers, artificers and servants by them to be employed, the election of trustees, and all such matters as appertain to the concerns of the said company to appoint such and so many officers, clerks and servants for carrying on the business of the said company, and with such wages as to them shall seem reasonable; Provided, That such by-laws be not inconsistent with the Constitution and Laws of this State and of the United States.

7. And be it further enacted, That the stock of such company shall be deemed personal estate, and be transferable in such manner

as shall be prescribed by the laws of the company; and that for all debts which shall be due and owing by the company at the time of its dissolution, the persons then composing such company shall be individually responsible to the extent of their respective shares of stock in the said company, and no further; and that it shall not be lawful for such company to use their funds, or any part thereof, in any banking transactions, or in the purchase of any stock of any bank, or in the purchase of any public stock whatever, or for any other purpose than those specified in such instrument as aforesaid.

8. And be it further enacted, That the copy of any certificate filed in pursuance of this act, and certified to be a true copy by the Secretary of this State, or his deputy, shall together with this act, be received in all courts and places as legal evidence of the incorporation of such company.