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.

ART. 2.

$ 33. The directors of the corporation shall supply any Vacancie vacancy, that may occur by the death or removal from the plied. 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 Disability. of an election of directors in a corporation of which he shall be a director or officer.

spector.

$35. Every such inspector, before he shall enter on the Oath of Induties 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."

vote.

S36. At every election of directors, the transfer books of Who may the corporation 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.

what stock.

$37. No person shall be admitted to vote on any shares of Tb. and on 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, Ib. which shall have been transferred to him, for the sole purpose of enabling him to vote thereon, 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.

6 W., 509; 22 W., 591.

as

Oath.

$ 39. Every person offering to vote, may be challenged by [597] any other person authorised to vote at the same election; and Challenge. to every person so challenged, one of the inspectors shall administer the following oath: "You do swear, (or affirm, the case may be,) that the shares on which you now offer to vote do not belong, and are not 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

TITLE 2. 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.

Affidavits required from Corporations hereafter made.

How made and filed.

Penalty if not made.

[596]

Inspectors

to be chosen

1 N. Y., 86.

$29. No monied corporation, to which a charter shall hereafter 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. S31. 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., 677.

ARTICLE SECOND.

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.

$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.

ART. 2.

Vacancies

$33. The directors of the corporation shall supply any cance vacancy, that may occur by the death or removal from the plied. 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 Disability. of an election of directors in a corporation of which he shall be a director or officer.

spector.

$35. Every such inspector, before he shall enter on the Oath of Induties 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."

vote.

$ 36. At every election of directors, the transfer books of Who may the corporation 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.

what stock.

$37. No person shall be admitted to vote on any shares of Ib. and on 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, Ib. which shall have been transferred to him, for the sole purpose of enabling him to vote thereon, 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.

6 W., 509; 22 W., 591.

$ 39. Every person offering to vote, may be challenged by [597] any other person authorised to vote at the same election; and Challenge. to every person so challenged, one of the inspectors shall administer the following oath: "You do swear, (or affirm, as Oath. the case may be,) that the shares on which you now offer to vote do not belong, and are not 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 I. 70

TITLE 2 them, upon any condition, agreement or understanding, in relation to your manner of voting at this election.”

Persons voting on proxies.

Their oath

if challenged.

Proceedings on challenge.

Proceedings if elecheld.

See Laws of 1851, ch. 321.

$ 40. No person shall be permitted to vote upon the proxy of a stockholder, 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.

19 W., 636.

S41. If any person offering to vote upon a proxy, shall be challenged 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."

S 42. If any person duly challenged, shall refuse to take the proper 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.

$ 43. If an election for directors in any such corporation, tion be not shall not be held on the day appointed by law, it shall be the duty of the directors 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.

Certain

by-laws invalid.

Transfer book of stock.

[598]

Penalty for refusing to exhibit.

Remedy of persons ag

S44. No by-law of any such corporation, regulating the election 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.

S45. Every such corporation shall keep a book, in which the transfer of shares of its stock shall be registered; and another book, 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.

$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 hundred and fifty dollars.

S 47. If any person shall conceive himself aggrieved by an grieved by election, or any proceeding concerning an election of directors or officers in any such corporation, he may apply to the

election.

supreme court for redress, giving a reasonable notice of his intended application, to the party to be affected thereby.

22 W., 593; 6 H., 370.

ART. 3.

ings.

$48. It shall be the duty of the supreme court, upon such Proceedapplication, 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.

22 W., 591.

S49. 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.

$ 50. If any such issue shall be ordered, or information Ib, 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.

See Laws of 1847, ch. 160.

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."

Corporafined.

S 51. The term "monied corporation," as used in this Title, "Monied shall be construed to mean every corporation having banking tion" depowers, or having the power to make loans upon pledges or deposits, or authorised by law to make insurances.

16 N. Y., 424; 9 N. Y., 591; 7 N. Y., 328; 4 N. Y., 444.

apply to fu

rations

S52. The provisions of this Title shall not apply to any [599] monied corporation existing on the first day of January, one The to thousand eight hundred and twenty-eight; but they shall be ture corpoconstrued to apply to every monied corporation created, or only. whose charter shall be renewed 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.

Act concerning the Revised Statutes, passed December 10, 1828, § 15.