TITLE 8. "Directors" defined. "Effects" defined. of debt" defined. $53. The term "directors," as used in this Title, shall be construed 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. 9 N. Y., 591. $54. The term "effects," as used in this Title, shall be construed to embrace every species of property, real and personal, including things in action. 10 B., 105. "Evidences $55. The term, "evidence of debt," as so used, shall be construed to embrace every written instrument or security, for the payment of money, importing on its face the existence of a debt, and whether under seal or otherwise. Genera powers. [600] In what corporations to vest. TITLE III. OF THE GENERAL POWERS, PRIVILEGES AND LIABILITIES OF SEO. 1. Powers of corporations. 2. To vest in every corporation hereafter created. 3. Corporations not to possess powers except those given by charter. 4. No corporation to exercise banking powers, unless authorised. 5. When the stockholders may be required to pay in their stock. 6. A majority 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 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, 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: 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. 20 N. Y., 506; 12 N. Y., 127; 9 N. Y., 69; 7 N. Y., 471; 2 N. Y., 160; 1 N. Y., 509; 17 B., 316, 404; 2 B., 107; 1 B., 590; 4 D., 209, 480; 2 D., 112; 1 S. Ch., 280; 7 Ab., 139; 5 H., 137. S2. 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 incorporated. 5 D., 577; 2 Cow., 664. TITLE 3. powers to S3. In addition to the powers enumerated in the first section What other of this Title, and to those expressly given in its charter, or in be pos the act under which it is or shall be incorporated, no corpo- sessed. ration shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given. 15 N. Y., 54; 6 N. Y., 96; 3 N. Y., 433; 9 W., 392; 5 H., 137; 5 B., banking hibited. $ 4. No corporation created, or to be created, and not Exercise of expressly incorporated for banking purposes, shall by any powers proimplication or construction, 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. 7 N. Y., 367; 17 B., 316; H. & D., 252; 9 W., 392. stockhold $5. Where the whole capital of a corporation shall not Liability of have been paid in, and the capital paid, shall be insufficient to ers. 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. 4 B., 383; 3 N. Y., 422. $ 6. When the corporate powers of any corporation are Quorum. 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. for non S 7. If any corporation hereafter created by the legislature, Forfeiture shall not organize and commence the transaction of its busi- user. ness within one year from the date of its incorporation, its corporate powers shall cease. 3 B. Ch., 237; 30 B., 26; see Laws of 1846, ch. 155. of power to S8. The charter of every corporation, that shall hereafter Reservation be granted by the legislature, shall be subject to alteration, repeal, &c. suspension and repeal, in the discretion of the legislature. 5 H., 383; 14 B., 559; 10 B., 260; 17 B., 603; 8 B., 364. case of dis $ 9. Upon the dissolution of any corporation created or to Trustees in be created, and unless other persons shall be appointed by solution." 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 [601] TITLE 4. in law, shall be the trustees of the creditors and stockholders of the corporation dissolved, and shall have full power to settle the affairs of the corporation, collect and pay the outstanding debts, and divide among the stockholders the monies and other property that shall remain, after the payment of debts and necessary expenses. Their pow ers. Certain books to be open 1 R. L., 248, § 1; 31 B., 411, 645; 30 B., 587; 7 J. C. R., 128; 10 W 454; 5 D., 574. $10. The persons so constituted trustees, shall have authority to 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. 1 R. L., 249, § 2; 31 B., 645; see Laws of 1832, ch. 295. TITLE IV. SPECIAL PROVISIONS RELATING TO CERTAIN CORPORATIONS. 2. Prohibitions and restrictions upon directors, officers, &c. 3. Debts of corporations not to exceed certain amount. 4. Certain transfers of property prohibited. 5. Supreme court to correct illegal elections. 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, new day to be appointed. 9. Penalty for purchasing notes at a discount. 10. Officers not to loan upon notes offered for discount. 11. Extent and application of the provisions of this Title. S 1. The book or books of any incorporated company in open at cer this state, in which the transfer of stock in any such company tain times. shall be registered, and the books containing the names of the stockholders in any 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. Dividends from sur Laws of 1825, 448, § 1; 5 N. Y., 566; 10 B., 217; 19 W., 45; 3 W., 588. $ 2. It shall not be lawful for the directors or managers of plus profits any incorporated company in this state to make dividends, excepting from the surplus profits arising from the business only. *This Title inserted pursuant to the "act concerning the Revised Statutes," passed December 10, 1828, § 15. TITLE 4. Capital not duced. [602) instalments not to be to with stalments directors ing these of such corporation; and it shall not be lawful for the directors of any such company to divide, withdraw, or in any way to be repay to the stockholders, or any of them, any part of the capital stock of such company, or to reduce the said capital stock, without the consent of the legislature; and it shall not Notes for be lawful for the directors of such company to discount or on stock, receive any note, or other evidence of debt, in payment of any discounted. instalment actually called in and required to be paid, or any part thereof, due or to become due on any stock in the said company; nor shall it be lawful for such directors to receive Nor notes or discount any note, or other evidence of debt, with the intent draw inof enabling any stockholder in such company to withdraw paid. any part of the money paid in by him on his stock; and in Liability of case of any violation of the provisions of this section, the for violat directors under whose administration the same may have provisions. 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, 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 Extent of 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 discounted with the intent aforesaid, with legal interest on the said respective sums, from the time such liability accrued; and no statute of limita- Not barred tions shall be a bar to any suit at law or in equity, against of limita such directors for any sums for which they are made liable by this section: Provided, That this section shall not be construed Proviso. 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. Laws of 1825, 448, § 2; 8 W., 645; 10 B., 260. liability. by statute tions. debts. directors for § 3. The total amount of the debts which any incorporated Amount of 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 the capital stock actually paid in; and in case of any excess the directors under whose adminis- Liability of tration the same may have happened, except those who may excess. 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, shall 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 legal interest from the time such liability accrued; and no statute of limitations shall be a bar Not barred TITLE 4. by statute of to any limitations. sums of [603] Certain transfers of suit at law or in equity, against such directors for any money for which they are made liable by this section. Laws of 1825, 448, § 3; 4 B., 388. $ 4. Whenever any incorporated company shall have refused the payment of any of its notes, or other evidences of debt, property in specie, or lawful money of the United States, it shall not prohibited. be lawful for such company, or any of its officers, to assign or transfer any of the property or choses in action of such company, to any officer or stockholder of such company, directly or indirectly for the payment of any debt; and it shall not be lawful to make any transfer or assignment in contemplation of the insolvency of such company, to any person or persons whatever; and every such transfer and assignment to such officer, stockholder or other person, or in trust for them or their benefit, shall be utterly void; and ed dissolved whenever any incorporated company shall have remained insolvent for one whole year, or for one year shall have neglected or refused to redeem its notes or other evidences of debt, in specie or other lawful money of the United States, or shall for one year have suspended the ordinary business of such incorporation, such company shall thereupon be deemed and adjudged to have surrendered the rights, privileges and franchises, granted by any act of incorporation, and shall be deemed to be dissolved. Corporations deem in certain cases. Powers of Supreme Court respecting elections. Proceed ings. Laws of 1825, 450, § 6; 3 B., 121; 11 B., 265; 21 N. Y., 406; 30 B., 646; 15 B., 66; 5 H., 221. S 5. It shall be the duty of the supreme court, upon the application of any person or persons or body corporate, that may be aggrieved by, or may complain of, any election, or any proceeding, act or matter, in or touching the same, (reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application,) to proceed forthwith and in a summary way, to hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises, as right and justice may appear to the said supreme court to require: Provided, That the said supreme court may, if the case shall appear to require it, either order an issue or issues to be made up in such manner and form as the supreme conrt may direct, in order to try the respective rights of the parties who may claim the same, to the office or offices or franchise in question; or may give leave to exhibit, or direct the attorney-general to exhibit, one or more information or informations in the nature of a quo warranto in the premises. Laws of 1825, 451, § 9, amended pursuant to the "act concerning the |