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4. To receive or discount any note or other evidence of debt, with the intent of enabling any stockholder to withdraw any part of the money paid in by him, on his stock:

5. To apply any portion of the funds of their corporation except surplus profits, directly or indirectly to the purchase of shares of its own stock:

6. To receive any such shares in payment or satisfaction of any debt due to their corporation, except as herein after provided :

7. To receive from any other stock corporation, in exchange for the shares, notes, bonds, or other evidences of debt of their own company, shares of the capital stock of such other corporation, or notes, bonds, or other evidences of debt, issued by such other corporation:

8. To make any loans or discounts, if the corporation have banking powers, by which the whole amount of the loans and discounts of the company shall be made to exceed three times its capital stock, then paid in, and actually possessed:

9. To make any loans or discounts to the directors of such corporation, or upon paper upon which such directors, or any of them, shall be responsible, to an amount exceeding in the aggregate, one-third of the capital stock of such corporation, actually paid in and possessed; but no securities taken for any such loan or discount, shall be held invalid.

7 N. Y., 340; 3 N. Y. 485; 5 B, 12, 185; 3 B., ch. 237; 6 Pai., 503; 6

H., 567. S2. In the calculation of the profits of any monied corporation, previous to a dividend, interest then unpaid, although due, or accrued, on debts owing to the company, shall not be included.

S 3. In order to ascertain the surplus profits, from which alone a dividend can be made, there shall be charged in the account of profit and loss, and deducted from the actual profits,

1. All the expenses paid or incurred, both ordinary and extraordinary, attending the management of the affairs, and the transaction of the business of the company:

2. The interest paid, or then due, or accrued, on debts owing by the company:

3. All losses sustained by the company; and in the computation of such losses, all debts owing to the company, shall be included, which shall have remained due, without prosecution, and no interest having been paid thereon for more than one year; or on which judgments shall have been recovered, that shall have remained for more than two years unsatisfied, and on which no interest shall have been paid during that period.

$ 4. When any losses shall be sustained by any such corporation, that shall exceed its undivided profits, then realized and possessed, they shall be charged as a reduction of the capital stock of the company, and no dividends shall thereafter be made on the shares of such stock, until the deficit of

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capital so created, shall be made good, either by the recovery

ART. 1. of the monies charged as lost, or from the subsequently accruing profits of the company.

7 Pai., 203. S 5. If from the occurrence of losses charged, or proper to Loans, be charged, as a reduction of its capital stock, the whole called in.be amount of the loans and discounts made by any corporation having banking powers, shall exceed three times the amount to which its capital paid in, is, or ought to be reduced, it shall be the duty of the directors of such corporation, to call in and cause to be paid, without delay, such a portion of such loans, as shall reduce their whole amount within the limits before prescribed.

$ 6. If any shares of its own capital stock shall be hypothe- (591) cated or pledged to any monied corporation, and the debt Proceedwhich they shall be intended to secure, shall not be paid when stock bypodue, it shall be the duty of the directors of the company, when debt within sixty days thereafter, to cause such shares to be sold;

is not paid. and if within that period, such shares shall not be sold, and the debt shall remain unsatisfied, the shares shall be charged at the amount actually paid thereon, as a reduction of the capital stock of the company, and no dividends shall thereafter be made, until the deficit so created, be made good from the subsequently accruing profits of the company.

S 7. No conveyance, assignment or transfer of any effects, Certain confor the use, benefit or security of any such corporation shall for use of be valid in law, unless it be made to the corporation directly forbida. and by name; but the provisions of this section shall not be construed, to apply to a conveyance or assignment for the benefit of creditors, in which such corporation shall be included, or to a conveyance or assignment of the effects of a debtor under the laws of this state, or of any other state or country.

4 Du., 21; 5 Ab., 416. S 8. No conveyance, assignment or transfer, not authorised Certain conby a previous resolution of its board of directors, shall be corporation made by any such corporation of any of its real estate, or of any of its effects, exceeding the value of one thousand dollars; but this section shall not apply to the issuing of promissory notes, or other evidences of debt, by the officers of the company in the transaction of its ordinary business, nor to payments in specie or other current money, or in bank bills, made by such officers; nor shall it be construed to render void any conveyance, assignment or transfer, in the hands of a purchaser for a valuable consideration, and without notice.

13 N. Y., 118; 12 N. Y., 227: 9 N. Y., 591; 32 B., 313; 17 B., 309; 5

B., 185; 1 D., 523; 1 S. Ch., 209; 1 Du., 129; 7 H., 93; 3 S. S. C.,

144; 2 S. S. C., 187. S 9. No such conveyance, assignment or transfer, nor any lo. payment made, judgment suffered, lien created, or security

corporation

invalid,

TITLE 2

director

preceding sections.

Annual statement

mitted to

given, by any such corporation when insolvent, or in contemplation of insolvency, with the intent of giving a preference to any particular creditor over other creditors of the company, shall be valid in law; and every person receiving, by means of any such conveyance, assignment, transfer, lien, security or payment, any of the effects of the corporation, shall be bound to account therefor to its creditors or stockholders, 'or their trustees, as the case shall require.

15 N. Y, 9; 9 N. Y, 591; 17 B, 316; 5 B. 15, 185; 1 S. Ch., 209 ; 4

Ed., 170; 1 Du., 129; 3 S. S.C., 523; 16 How. P. R., 57. Penalty on S 10. Every director who shall violate, or be concerned in violating violating any provision, in the preceding sections of this

Article contained, shall be liable personally to the creditors and stockholders respectively, of the corporation of which he shall be a director, to the full extent of any loss they may respectively sustain from such violation.

88 11 to 18 inclusive were repealed by Laws of 1830, ch. 71, but the

repeal was declared not to affect corporations then existing.

6 H., 667; 3 W., 130, (593) $ 19. It shall be the duty of every monied corporation

+ hereafter created, on the first day of January after its incorto be trans- poration, and annually on the same day thereafter, to make comptroller' out and transmit to the comptroller, 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 speci

fying the amount secured by bond and mortgage or judgment, (594)

the amount which, according to the provisions of this Article, ought to be included in the computation of losses, and the total amount of such debts then collectible :

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

Contents thereof.

to the tranen thereof is occubate of the corporation

ART. L

contents of each statement after the first.

Comptroller

such state

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 Farther shall also contain,

1. The amount of the losses of the corporation charged, the 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. $ 22. Every corporation that shall neglect to make out and Penalty for

· neglect. 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.

S 23. It shall be the duty of the comptroller to enter every Daty of such statement received by him, in a book to be provided by in regard to him for that purpose, and which shall at all times, during ment. office hours, be open to public inspection.

S 24. If it shall appear to the comptroller from any state- Ib. ments 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 ib. forms of the statements above prescribed, and to transmit a copy thereof, together with such instructions as he may deem necessary, to every corporation which is or shall be bound, to furnish such statements under the provisions of this Title.

$ 26. No corporation having banking powers, shall issue (596) for circulation, any bill or promissory note, of a less denomi- on Banks. nation than one dollar.

See Laws of 1835, ch. 46. $ 27. No corporation having banking powers, and none of Ib. and on its directors, officers, agents or servants shall, directly or cers. 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.

S 28. No president, director, cashier, clerk or agent, of any Ib. corporation having banking powers, and no person in any

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Prohibition

their off

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or agents in any

TITLE 2

Amdavits required

Aequiredopo after be incorpoetary, or its escribed, shaxhole of the by its

rations hereafter made.

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.

N. Y., 86.

S 29. No monied corporation, to which a charter shall herefrom Corpo ay

o after be granted, shall commence the business for which it

shall be incorporated, until its president and cashier, or treasurer, or secretary, or its 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.

$30. Every such affidavit, if made in a city, shall be made before 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.

S 31. The charter of every such corporation shall be void, if the affidavit above required, shall not be duly made and filed, within one year, from the time such charter shall be granted.

See Laws of 1843, ch. 218; 1835, ch. 307; 1830, ch. 71; ch. 243; 5 Du,

How made and Aled.

Penalty if not made.

677.

ARTICLE SECOND.

(596)

REGULATIONS CONCERNING THE ELECTION OF DIRECTORS OF MONIED

CORPORATIONS.
SEC. 32. Inspectors of elections how chosen.

33. Directors to supply vacancies in office of inspector.
34. Officers of the corporation not to be chosen inspectors.
35. Inspectors to take oath.
36, 37 & 38. Qualifications of voters.
39. Form of oath to be administered to persons offering to vote.
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 be 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 redress.

48, 49 & 50. How supreme court to proceed in such applications.
S32. At every election for directors in any monied corpora-
tion, three persons shall be chosen by the persons entitled to

Inspectors

to be chosen

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