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TITLE 2 containing the names of its stockholders; which books shall at all

times during the usual hours of transacting business, for thirty days previous to an election of directors, be open to the examination of the

stockholders. Penalty for S 46. If any officer having charge of such books, shall, upon the

demand of a stockholder, refuse or neglect to exhibit and submit them to examination, he shall for each offence forfeit the sum of two hun

dred and fifty dollars. Remedy of S 47. If any person shall conceive himself aggrieved by an elecgrieved by tion, or any proceeding concerning an election of directors or officers

in any such corporation, he may apply to the supreme court for redress, giving a reasonable notice of his intended application, to the

party to be affected thereby. Proceedings. S 48. It shall be the duty of the supreme court, upon such applica

tion, to proceed forthwith in a summary way, to hear the proofs and allegations of the parties, or otherwise to inquire into the causes of complaint, and thereupon to make such order, and grant such relief, as the circumstances and justice of the case shall seem to require. If the election complained of shall be set aside, the supreme court may order a new election, at such time and place as they shall appoint.

$ 49. The supreme court, if they cannot otherwise arrive at a satisfactory result, may order an issue between the parties, to be made up in such manner and form, and to be tried in such court, as they shall select; or may permit or direct the attorney-general to file an information, in the nature of a quo warranto, if the case be one in which that proceeding would be competent and effectual.

S 50. If any such issue shall be ordered, or information permitted or directed to be filed, it shall be the duty of the supreme court to make such further orders in relation to the time and mode of pleading, the examination of witnesses or the parties, the production of books and papers, and the time and place of trial or hearing, as shall in their judgment be effectual for expediting the proceedings, saving expense to the parties, and causing a final determination to be had, with as little delay, as the nature of the controversy will permit.

ARTICLE THIRD.

Of the Construction of this Title.
Sec. 51. Meaning of the term “monied corporation."

52. To what corporations this Title to apply.
53. Meaning of term “ directors."
54. Meaning of term “ effects."

55. Meaning of the term “evidence of debt.”

S 51. The term “ monied corporation,” as used in this Title, shall *** be construed to mear every corporation having banking powers, or

having the power to make loans upon pledges or deposits, or authorised by law to make insurances.

"Monied corporation" defined.

This Title to

ture corpor

S 52. The provisions of this Title shall not apply to any monied TITLE 3. corporation existing on the first day of January, one thousand eight hundred and twenty-eight; but they shall be construed to apply to apply to fu every monied corporation created, or whose charter shall be renewed tions only. or extended, after that time, unless such corporation shall be expressly exempted from the provisions of this Title, in the act creating, renewing, or extending such corporation. 26 $ 53. The term “ directors," as used in this Title, shall be con- " Directora"

defined. strued to embrace all persons having by law, the direction or management of the affairs of any such corporation, by whatever name they may be described in its charter, or known in law.

$ 54. The term, “effects,” as used in this Title, shall be constru-" Effects” ed to embrace every species of property, real and personal, including things in action.

S 55. The term “evidence of debt,” as so used, shall be construed “Evidencos to embrace every written instrument or security, for the payment of fined. money, importing on its face the existence of a debt, and whether under seal or otherwise.

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TITLE III.

OF THE GENERAL POWERS, PRIVILEGES AND LIABILITIES OF COR

PORATIONS.

er.

Sec. 1. Powers of corporations.

2. To vest in every corporation hereafter created. 3. Corporations not to possess any additional powers, except those given by charter. 4. No corporation to exercise banking powers, unless expressly authorised. 5. When the stockholders may be required to pay in the balance on their stock. 6. A majority of the body authorised to act for a corporation, may do business. 7. If corporation do not commence business in a year, powers to cease. 8. Every charter hereafter granted, subject to alteration by legislature. 9. Who to settle affairs of corporation upon its dissolution. 10. Powers and liabilities of persons so acting. S 1. Every corporation, as such, has power,

Genoral pow 1. To have succession by its corporate name, for the period limited in its charter; and when no period is limited perpetually:

2. To sue and be sued, complain and defend, in any court of law or equity :

3. To make and use a common seal, and alter the same at pleasure :

4. To hold, purchase, and convey such real and personal estate, as the purposes of the corporation shall require, not exceeding the amount limited in its charter:

5. To appoint such subordinate officers and agents, as the business of the corporation shall require, and to allow them a suitable compensation :

(26) Act concerning the Revised Statutes, passed December 10, 1928, § 15.

porations to

powers to be

TITLES. 6. To make by-laws, not inconsistent with any existing law, for

the management of its property, the regulation of its affairs, and for

the transfer of its stock. In what cor- $ 2. The powers enumerated in the preceding section, shall vest

in every corporation that shall hereafter be created, although they may not be specified in its charter, or in the act under which it shall be in

corporated. What other $ 3. In addition to the powers enumerated in the first section of poucused. this Title, and to those expressly given in its charter, or in the act

under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary

to the exercise of the powers so enumerated and given. Exercise of S 4. No corporation created, or to be created, and not expressly banking pow. ere prohibited incorporated for banking purposes, shall by any implication or con

struction, be deemed to possess the power of discounting bills, notes, or other evidences of debt, of receiving deposits, of buying gold and silver, bullion, or foreign coins, of buying and selling bills of exchange, or of issuing bills, notes, or other evidences of debt, upon loan, or for

circulation as money. Liability of $ 5. Where the whole capital of a corporation shall not have been mockholdere.

paid in, and the capital paid, shall be insufficient to satisfy the claims of its creditors, each stockholder shall be bound to pay on each share held by him, the sum necessary to complete the amount of such share, as fixed by the charter of the company, or such proportion of that sum, as shall be required to satisfy the debts of the company.

$ 6. When the corporate powers of any corporation are directed by its charter to be exercised by any particular body, or number of persons, a majority of such body, or persons, if it be not otherwise provided in the charter, shall be a sufficient number to form a board for the transaction of business; and every decision of a majority of the

persons duly assembled as a board, shall be valid as a corporate act. op $ 7. If any corporation hereafter created by the legislature, shall not organize and commence the transaction of its business within one year from the date of its incorporation, its corporate powers shall cease.

$ 8. The charter of every corporation, that shall bereafter be grantrapeal, &c. ed by the legislature, shall be subject to alteration, suspension and re

peal, in the discretion of the legislature. Trustees in , $ 9. Upon the dissolution of any corporation created or to be creat

ed, and unless other persons shall be appointed by the legislature, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dissolution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power

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Reservation of power to

case of dissolution.

to settle the affairs of the corporation, collect and pay the outstand- TITLE ing debts, and divide among the stockholders the monies and other property that shall remain, after the payment of debts and necessary expenses.27

S 10. The persons so constituted trustees, shall have authority to their powers sue for and recover, the debts and property of the dissolved corporation, by the name of the trustees of such corporation, describing it by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands. 28

TITLE IV.
SPECIAL PROVISIONS RELATING TO CERTAIN CORPORATIONS.29
Sec. 1. Certain books of incorporated companies to be kept open, for certain time.

2. Certain prohibitions and restrictions upon directors of corporations, officers, &c.
3. Debts of corporations not to exceed certain amouat ; 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, &c. for purchasing their notes, &c. at less sum than that

due thereon.
10. Officers, &c. of corporations not to loan upon notes offered to them officially for dis-

count. 11. Extent and application of the provisions of this Title. S 1. The book or books of any incorporated company in this state,

Certain in which the transfer of stock in any such company shall be register- books to be

open at cered, and the books containing the names of the stockholders in any cain times such company, shall, at all reasonable times during 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 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.30

S 2. It shall not be lawful for the directors or managers of any incorporated company in this state to make dividends, excepting from from surplus the surplus profits arising from the business of such corporation; and

Capital not to it shall not be lawful for the directors of any such company to divide, be reduced. 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 capi

Dividends

fits only.

(27) I R. L. 248, § 1. (28) Ib. 249, 5 2. (29) This Title inserted pursuant to the "act concerning the Revised Statutes,” passed December 10, 1828, § 15. (30) Laws of 1825, p. 448, $ 1. VOL. I.

76

Notes for in

stock, not to

withdraw

paid.

directors for

sions.

Eitent of liability.

by statute of

TITLE 4. tal stock, without the consent of the legislature; and it shall not be

lawful for the directors of such company to discount or receive any stalments on note, or other evidence of debt, in payment of any instalment actually be discount called in and required to be paid, or any part thereof, due or to beNor notes to come due on any stock in the said company; nor shall it be lawful stalmenw * for such directors to receive or discount any note, or other evidence

of debt, with the intent of enabling any stockholder in such company

to withdraw any part of the money paid in by him on his stock; and Liability of in case of any violation of the provisions of this section, the directors violating under whose administration the same may have happened, except these prori

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 other evidences of debt so dis

counted with the intent aforesaid, with legal interest on the said reNot barred spective sums, from the time such liability accrued; and no stalimitations. tute 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.31

S 3. The total amount of the debts which any incorporated company shall at any time owe, whether for deposits, or by bond, bill, 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 Liability of the capital stock actually paid in; and in case of any excess the didirectors for

rectors under whose administration 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, and except those who were not present when the same did happen, sball 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 Not barred legal interest from the time such liability accrued; and no statute limitations 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. 32

Proviso.

Amount of debts.

excess.

by statute of

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