not, either directly, indirectly, or impliedly, received any promise or any sum of money, or anything of value, to influence the giving of my vote or votes at this meeting, or as a consideration therefor; and thatI have not sold, or otherwise disposed of my interest in or title to any shares or bonds in respect to which I offer to vote at this election, but that all such shares and bonds are still in my possession, or subject to my control." Any person offering to vote as agent or attorney or proxy for any other person shall, if required by any such inspector or stockholder, take and subscribe the following oath: "I do solemnly swear that the title to the stock or bonds, upon which I now offer to vote, is, to the best of my knowledge and belief, truly and in good faith, vested in the persons in whose names they now stand, and that such persons still retain control of the same, and that I have not either directly or indirectly, or impliedly, given any promise or any sum of money, or anything of value, to induce the giving of authority to vote upon such stock or bonds to me." The inspectors may administer this oath, and all such oaths and all proxies shall be filed in the office of the corporation. No proxy shall be valid after the expiration of eleven months from its date, and the holder shall not be permitted to vote thereon, after that time, unless the shockholder shall have specified therein the length of time it is to continue in force, which shall be for some limited period; and every proxy shall be revocable at the pleasure of the person executing it. The books and papers of the corporation shall be produced at any meeting of its stockholders upon the request of any stockholder, and if the right to vote upon any share of stock at any such meeting shall be challenged, the inspectors of election shall require the transfer books of the corporation to be produced as evidence of stock held therein, and all such shares as may appear thereon in the name of any person shall be voted on by such person, or by proxy, subject to the provisions of this section.

Who to vote at election of directors called subsequently to time for annual election.

§ 55. If the election of directors shall not be held on the day designated by law, the directors shall call a meeting for such election within sixty days immediately thereafter; and no shares shall be voted upon at such election, except by the persons or their proxies, who may have appeared on the transfer books of the corporation to have had the right to vote thereon, on the day the election should have been held.

Transfer agent of foreign corporation to exhibit books. § 56. The transfer agent in this state of any foreign corporation, whether such agent shall be a corporation or a natural person, shall, at all times during the usual hours of transacting business, exhibit to any stockholder of such corporation, when required by him, the transfer book, and a list of the stockholders thereof, if in their power to do so, and for every violation of the provisions of this section, such agent, or any officer or clerk of such agent, shall forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal was made.

Liabilities of stockholders.

§ 57. The stockholders of every stock corporation shall, jointly and severally, be personally liable to its creditors, to an amount equal to the amount of stock held by them respectively, for all debts and contracts made by the corporation, until the whole amount of its capital stock shall have been paid in, and a certificate thereof, signed, verified and acknowledged by the president and a majority of the directors, shall have been filed and recorded in the office of the clerk of the county, where the principal business office of the corporation is located. Such stockholders shall, jointly and severally also be personally liable for all debts due and owing to any of its laborers, servants, or employes, other than contractors, for services performed by them for such corporation. Before such laborer, servant, or employe shall charge such stockholder for such services, he shall give him notice in writing, within thirty days after the termination of such services, that he intends to hold him liable, and shall commence an action therefor within thirty days after the return of an execution unsatisfied against the corporation, upon a judgment recovered against it for such services. No person holding stock in any 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 a stockholder; but the person pledging such stock shall be considered the holder thereof, and shall be liable as stockholder; and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in the like manner, and to the same extent as the testator or intestate, or the ward, or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name, unless it appears that such executor, administrator, guardian or trustee voluntarily invested the trust funds in such stock in which case he shall be personally liable as a stockholder.

Limitation of liability.

§ 58. No action shall be brought against a stockholder for any debt of the corporation, until judgment therefor has been recovered against the corporation, and an execution thereon has been returned unsatisfied in whole or in part, and the amount due on such execution shall be the amount recoverable, with costs, against the stockholder, No stockholder shall be personally liable for any debt of the corporation not payable within two years from the time it is contracted, nor unless an action for its collection shall be brought against the corporation within two years after the debt becomes due; and no action shall be brought against a stockholder after he shall have ceased to be a stockholder, for any debt of the corporation, unless brought within two years from the time he shall have ceased to be a stockholder.

ARTICLE IV.

MISCELLANEOUS PROVISIONS.

SECTION 70. Laws repealed.

71. Saving clause.

72. Construction.

73. When to take effect.

Laws repealed.

§ 70. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Such repeal shall not revive a law repealed by any law hereby repealed but shall include all laws amendatory of the laws hereby repealed,

Saving clause.

§ 71. The repeal of a law or any part of it specified in the annexed schedule shall not affect or impair any act done, or right accruing, accrued or acquired, or liability, penalty, forfeiture, or punishment incurred prior to May first, eighteen hundred and ninety-one, under or by virtue of any law so repealed, but the same may be asserted, enforced, prosecuted, or inflicted as fully and to the same extent, as if such law had not been repealed; and all actions and proceedings, civil or criminal, commenced under or by virtue of the laws so repealed and pending on April thirtieth, eighteen hundred and ninety-one, may be prosecuted and defended to final effect in the same manner as they might under the laws then existing, unless it shall be otherwise specially provided by law.

Construction.

§ 72. The provisions of this chapter, so far as they are substantially the same as those of laws existing on April thirtieth, eighteen hundred and ninety-one, shall be construed as a continuation of such laws, modified or amended according to the language employed in this chapter, and not as new enactments; and references in laws not repealed to provisions of laws incorporated into this chapter and repealed, shall be construed as applying to the provisions so incorporated, and nothing in this act shall be construed to amend or repeal any provision of the criminal or penal code, or to impair any right or liability which any existing corporation, its officers, directors, stockholders or creditors may have or be subject to, by virtue of any special act of the legislature creating such corporation, or creating or defining any such right or liability.

When to take effect.

§ 73. This chapter shall take effect on May first, eighteen hundred and ninety-one.