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 http://www.archive.org/details/cu31924022796571 
 
Cornell University Library 
 KFN5345.A3 1893 
 
 The law and practice under tlie statutes 
 
 3 1924 022 796 571 
 
THE LAW AND PRACTICE 
 
 UNDER THE STATUTES CONCERNING 
 
 BUSINESS CORPORATIONS 
 
 IN THE STATE OF NEW YORK. 
 
 INCLUDING THE TEXT OF THE BUSINESS CORPORATION^ 
 LAW, THE STOCK CORPORATION LAW, THE GENERAL COR- 
 PORATION LAW, THE TRANSPORTATION CORPORATIONS 
 LAW, THE JOINT STOCK ASSOCIATION LAWS, THE 
 TAXATION LAWS, AND MANY OTHER IMPORTANT 
 STATUTES AFFECTING CORPORATIONS. 
 
 WITH FORMS. 
 
 BY 
 
 DWIGHT ARVEN JONES, 
 
 AUTHOR OF "'NEGLIGENCE OF MUNICIPAL CORPORATIONS," AND EDITOR OF THE 
 NEW YORK BUSINESS CORPORATION LAWS SINCE 1884. 
 
 NEW YORK: 
 
 BAKER, VOORHIS & COMPANY. 
 
 1893. 
 
Copyright, 1893, 
 By DWIGHT ARVEN JONES, 
 
 PRESS OF 
 
 EDWARD O. JENKINS' SON, 
 
 NEW YORK, 
 
PREFACE, 
 
 I have endeavored in the following pages not only to present 
 the existing statute law of the state relating to business corpo- 
 rations, but also to show the connection between this law and 
 the kindred statutes that have preceded it. From the number 
 of laws that have been repealed in the last two years, and from 
 the rapidly changing legislation of the state, those who have 
 not examined the new laws with care are not unlikely to con- 
 clude that former statutes have been thrown to the winds, and 
 that the state of New York has fallen into a vacillating policy 
 with respect to business Jj^rgoration^s. But such conclusions 
 are not justified by the facts". For although the laws adopted 
 in i8go, and which by their terms were to go into effect in 
 1 89 1, were destructive, severe, and in many respects objection- 
 able, they became operative without numerous amendments 
 intended to accompany them, and in reality crept into the 
 statute-books without reflecting any well-settled policy of the 
 state. As soon, therefore, as the fact of the existence of the laws 
 was appreciated, the work of improving and remodeling began, 
 and in 1892 the legislature adopted laws substantially unlike 
 those of 1890, although following their plan of arrangement. 
 
 These laws, with the amendments made by the legislature 
 of 1893, are those now in force, and it seems probable that they 
 will remain the groundwork for future legislation upon this sub- 
 ject for many years. Former laws of the state to a consider- 
 able extent are incorporated in the existing statutes, and, as 
 will be seen from the notes in this volume, many of the de- 
 cisions of the state upon other statutes are helpful in arriving 
 at the meaning of those now in force. The liberal policy of the 
 state toward business corporations, shown by the numerous 
 charters conferred by it in early times and by the adoption of 
 the general act of 181 1, and by much other legislation, is 
 
 (iii) 
 
IV PREFACE. 
 
 clearly observable in the existing laws. And the duty of the 
 state to protect the interests of the investing and credit-giving 
 public from imposition by its own corporate creations — a duty 
 recognized by all conservative countries and the observance of 
 which has been a marked feature of the history of our state 
 legislation upon this subject — is also clearly acknowledged. 
 
 And although it is believed that carefully framed alterations 
 in these laws are still needed, on the whole it may be said that 
 the laws of the state in respect to business corporations have 
 been much improved, and that if some satisfactory means can 
 be devised for guiding new legislation they are likely soon to 
 assume excellent shape. Without some intelligent supervision 
 over current legislation, however, there is no reasonable hope 
 that we shall retain even the consistency and symmetry already 
 secured. Fortunately, the State Bar Association is working to 
 accomplish a reform in this direction, and if publicity can be 
 given to proposed amendments, and the opinion of this asso- 
 ciation through its appropriate committee can be expressed 
 upon them, great progress will be made toward securing intel- 
 ligent action. The difficulty, however, of obtaining satisfactory 
 legislation, strikingly appears from the failure of the attempts 
 to revise the tax laws of the state during the last session of the 
 legislature. 
 
 These laws, so far as they relate to corporations, and particu- 
 larly those governing local taxation, remain in a most unsatis- 
 factory condition, although this has not deterred corporators 
 from recognizing the other advantages of the New York laws, 
 as is evidenced by the fact that in the five months last past 
 there have been six hundred and eighty-nine new corporations 
 formed, " the largest number of stock corporations organized 
 during the same period " in the history of the secretary of 
 state's office. The growth of business corporations, however, 
 would be much more noticeable if these bodies which are so 
 closely allied to partnerships were not subjected to such severe 
 taxation when they locate their principal offices in the cities of 
 the state, and if all the tax laws were revised in a fair and equitable 
 manner. The policy of obtaining charters in other states to 
 lighten taxation, however, is believed to be an unwise one if the 
 
PREFACE. V 
 
 capital of the corporation is to be employed here, because the 
 marked tendency is to subject foreign corporations to increased 
 taxation and to stricter supervision. Moreover, the exemption 
 from state taxation in favor of manufacturing and mining cor- 
 porations located in this state is an important element not to 
 be overlooked in determining where taxation is the most severe. 
 Attention is called to the provisions of the Transportation 
 Corporations Law and to the numerous other statutes that will 
 be found in the Appendix, and also to the new legislation of the 
 present year, which is referred to under the word amendments, 
 
 in the Index. 
 
 D. A. J. 
 55 Liberty St., New York, June ist, 1893. 
 
Table of Contents. 
 
 THE BUSINESS CORPORATIONS LAW. 
 
 FACE 
 
 Section i. Short title and limitation of chapter i 
 
 Application and scope of the law I 
 
 2. Incorporation 3 
 
 The certificate of incorporation 4 
 
 Filing and recording the certificate. 5 
 
 3. Restriction upon commencement of business 6 
 
 One-half of capital to be subscribed 6 
 
 4. Reorganization of existing corporations 7 
 
 Reorganization unnecessary 8 
 
 5. Payment of capital stock. 8 
 
 One-half capital to be paid in within one year 9 
 
 6. Full liability corporations 9 
 
 Nature of a full liability corporation lo 
 
 7. Extension of business 11 
 
 Method of altering business 11 
 
 8. Consolidation of corporations 12 
 
 What corporations may consolidate 13 
 
 Organization tax upon consolidation 13 
 
 9. Submission of consolidation agreement to stockholders. ... 13 
 
 10. Powers of consolidated corporations . IS 
 
 11. Transfer of property of old corporations to consolidated cor- 
 
 porations 16 
 
 12. Rights of creditors of old corporations 16 
 
 13. District steam corporations 17 
 
 14. Examination of meters by agent of district steam corpora- 
 
 tions 18 
 
 15. Entry by agent of district steam corporation to cut ofT 
 
 steam 19 
 
 16. Water companies 20 
 
 Formation of water companies 20 
 
 (vii) 
 
Vlll TABLE OF CONTENTS. 
 
 THE STOCK CORPORATION LAW. 
 Article I. 
 
 GENERAL POWERS; REORGANIZATION. 
 
 PAGE 
 
 Section I. Short title and application of chapter 22 
 
 2. Power to borrow money and mortgage property 22 
 
 Extent of power to mortgage 24 
 
 Manner of making corporate mortgage 24 
 
 3. Reorganization upon sale of corporate property and fran- 
 
 chises 26 
 
 4. Contents of plan or agreement 27 
 
 5. Sale of property ; possession of receiver and suits against 
 
 him 29 
 
 6. Stockholders may assent to plan of readjustment 29 
 
 7. Combinations prohibited 30 
 
 Illegal combinations 30 
 
 Article II. 
 
 DIRECTORS AND OFFICERS; THEIR ELECTION, DUTIES AND LIABILI- 
 TIES. 
 
 Section 20. Directors 32 
 
 Qualifications of directors 33 
 
 Election of directors 33 
 
 Powers of directors. 34 
 
 Directors' meetings - 36 
 
 21. Change of number of directors 36 
 
 Method of changing number of directors 37 
 
 22. When acts of directors void 37 
 
 Meaning of above section 38 
 
 23. Liability of directors for making unauthorized dividends. . 38 
 
 Improper dividends ,. 39 
 
 24. Liability of directors for unauthorized debts and over-issue 
 
 of bonds 40 
 
 Limit of indebtedness of corporation 40 
 
 25. Liability of directors for loans to stockholders 41 
 
 Prohibited loans to stockholders 42 
 
 26. Transfers of stock by stockholder indebted to corporation, 42 
 
 Indorsement on stock certificates necessary 42 
 
 27. Officers 42 
 
 What officers are necessary 43 
 
TABLE OF CONTENTS. IX 
 
 PAGE 
 
 Section 38. Inspectors and their oath 44 
 
 Necessity for inspectors 45 
 
 29. Books to be kept 45 
 
 What books must be kept 46 
 
 30. Annual report 47 
 
 Contents of the report 48 
 
 Time of making and filing report 49 
 
 Nature of penalty for neglect to report 50 
 
 Debts for which directors are liable 51 
 
 What directors are liable 51 
 
 Who may sue the directors 52 
 
 Defenses of directors 53 
 
 31. Liability of officers for false certificates, reports or public 
 
 notices 54 
 
 Penalty for making false certificates, etc 55 
 
 32. Alteration or extension of business 55 
 
 Method of altering or extending business 56 
 
 33. Sale of franchise and property 56 
 
 Sale of one corporation to another 58 
 
 Article IIL 
 
 STOCK ; STOCKHOLDERS, THEIR RIGHTS AND LIABILITIES. 
 
 Section 40. Issue and transfers of stock 59 
 
 Power to issue stock. 60 
 
 Power to hold stock in other corporations 62 
 
 41 . Subscriptions to stock 63 
 
 Payment of subscriptions 64 
 
 42. Consideration for issue of stock and bonds 65 
 
 For what stock and bonds may be issued. 65 
 
 43. Time of payment of subscriptions to stock 66 
 
 Forfeiture of stock 67 
 
 44. Increase or reduction of capital stock 68 
 
 Power to change amount of capital stock 68 
 
 45. Notice of meeting to increase or reduce capital stock 68 
 
 Method of procedure 69 
 
 46. Conduct of such meeting ; certificate of increase or reduc- 
 
 tion 69 
 
 Meeting to increase or reduce stock 70 
 
 47. Preferred and common stock 71 
 
 Preferred and common stock 72 
 
TABLE OF CONTENTS. 
 
 FAGB 
 
 Section 48. Prohibited transfers to officers or stockholders 72 
 
 Insolvent corporations cannot transfer property to offi- 
 cers or stockholders 73 
 
 49. Payment by stockholders of mortgage debt pending fore- 
 
 closure 74 
 
 Right of stockholders to participate in mortgage or 
 
 deed of trust 75 
 
 50. Application to court to order issue of new in place of lost 
 
 certificate of stock 75 
 
 How new certificates of stock may be obtained 75 
 
 51. Order of court upon such application 76 
 
 52. Financial statement to stockholders 77 
 
 Minority stockholders entitled to statement of affairs. 77 
 
 53. Exhibition of books by transfer agent of foreign corpora- 
 
 tion.. 78 
 
 Transfer agents of foreign corporations must exhibit 
 
 transfer books 78 
 
 54. Liabilities of stockholders 79 
 
 Liability of stockholders to servants and employees.. . . 80 
 
 Liability of stockholders to general creditors ... 80 
 
 Who are liable as stockholders 81 
 
 To whom stockholders are liable 82 
 
 55. Limitation of stockholders' liability 82 
 
 Requirements respecting action against stockholders. . 83 
 
 56. Increase or reduction of number of shares 84 
 
 Method of changing par value of shares 84 
 
 THE GENERAL CORPORATION LAW. 
 
 Section i. Short title 87 
 
 2. Classification of corporations 87 
 
 3. Definitions 88 
 
 4. Qualification of incorporators 89 
 
 Who may be incorporators 89 
 
 5. Filing ant^ecording certificate of incorporation 90 
 
 Where certificates of incorporation mu.t be filed '91 
 
 6. Corporations of same name prohibited 92 
 
 When names of corporations conflict 92 
 
 Proceedings to change corporate name 92-97 
 
 7. Amended and supplemental certificates 97 
 
 Amended certificate to correct defects 98 
 
 8. Lost or destroyed certificates 98 
 
 Filing new certificate if original is lost 98 
 
TABLE OF CONTENTS. XI 
 
 PAGE 
 
 Section 9, Certificate and other papers as evidence 99 
 
 Proof of incorporation 99 
 
 10. Prohibition of other than statutory powers 99 
 
 Powers of business corporations 100 
 
 11. Grant of general powers loi 
 
 General powers 102 
 
 12. Limitations of amount of property of a non-stock corpora- 
 
 tion 104 
 
 Stock corporation not limited in amount of property 
 
 that maybe held 104 
 
 13. Acquisition of additional real property 104 
 
 14. Acquisition of property in other States 104 
 
 Property may be acquired and disposed of anywhere. . 105 
 
 1 5. Certificate of authority of a foreign corporation 105 
 
 Foreign corporation must procure certificate, etc 106 
 
 Power of the State to exclude foreign corporations. . . 106 
 
 Effect of the commerce clause upon this poTter 107 
 
 United States Supreme Court decisions 107 
 
 Decisions in State courts 109 
 
 The penalty of the New York statute no 
 
 To what corporations the statute applies in 
 
 16. Proof to be filed before granting certificate 112 
 
 17. Acquisition of real property in this State by certain foreign 
 
 corporations 114 
 
 Corporations of other States may acquire real prop- 
 erty here 114 
 
 18. Acquisition by foreign corporations of real property in this 
 
 State upon judicial sales 115 
 
 All foreign corporations may purchase on foreclosure 
 
 sale, etc 115 
 
 19. Prohibition of banking powers.. 1 1 J 
 
 20. Qualification of members as voters 116 
 
 Method of voting at election of directors 117 
 
 21. Proxies 118 
 
 Power to give proxies 118 
 
 22. Challenges 119 
 
 Oaths required from persons voting 120 
 
 23. Effect of failure to elect directors 120 
 
 Corporation not dissolved by failure, etc 1 20 
 
 24. Mode of calling special election of directors 1 2i 
 
 Special meeting to elect directors 121 
 
 25. Mode of conducting special election of directors 121 
 
Xn TABLE OF CONTENTS. 
 
 PACK 
 
 Section 26. Qualification of voters and canvass of votes at special elec- 
 tion 122 
 
 Proceedings at special meetings, etc 122 
 
 27. Powers of Supreme Court respecting elecliions 123 
 
 Summary application by persons aggrieved. 1 23 
 
 28. Stay of proceedings in actions coUusively brought 124 
 
 Stockholders may prevent defaults by directors 124 
 
 29. Quorum of directors and powers of majority 124 
 
 Qualifications and powers of directors 125 
 
 30. Directors as trustees in case of dissolution 125 
 
 Dissolution by expiration of charter 1 26 
 
 31. Forfeiture for non-user 126 
 
 Dissolution because of failure to discharge corporate 
 
 duties .^ 126 
 
 Voluntary dissolution 127-132 
 
 Involuntary dissolution 1 32-142 ' 
 
 Dissolution by legislative enactment 142-145 
 
 32. Extension of corporate existence 143 
 
 Extending existence 147 
 
 33. Conflicting corporate laws 148 
 
 Relative importance of corporation laws 148 
 
 34. Laws repealed 148 
 
 35. Saving clause 148 
 
 Meaning of the above section 149 
 
 36. Construction 149 
 
 Effect upon former laws 151 
 
 37. Law revived 152 
 
 Schedule of laws repealed. 1 53-163 
 
 THE LAWS GOVERNING THE TAXATION OF CORPORA- 
 TIONS. 
 
 Tax upon organization 164 
 
 Amount of organization tax 165 
 
 PROVISIONS OF THE STATE TAX LAW. 
 
 Corporations to report annually 165 
 
 Penalty for neglect to report 167 
 
 Corporations taxable ; amount of tax , 168 
 
 Corporations and associations taxable 169 
 
 Amount of tax 170 
 
 Duty to remit tax 170 
 
TABLE OF CONTENTS. XUl 
 
 PACE 
 
 Reports of insurance companies 170 
 
 Tax on gross earnings of transportation corporations 172 
 
 Tax of these corporations, when payable 173 
 
 Corporations taxable hereunder exempt from other State tax 174 
 
 Taxes, how applied 174 
 
 Saving clause 171; 
 
 Capital employed in the State the basis of taxation 175 
 
 Importance of the above provision 176 
 
 Comptroller may examine books 176 
 
 Comptroller may call witnesses, etc 177 
 
 Adjusting back taxes 178 
 
 Interest thereon iSo 
 
 Corporations to have notice 180 
 
 Reviewing comptroller's decision 180 
 
 Warrant to collect taxes 181 
 
 Comptroller may revise account 182 
 
 Power of Supreme Court to review 182 
 
 Application of L. 1889, c. 463 183 
 
 Persons reporting evasions of taxes to be compensated 183 
 
 Local taxation of corporations 1 84 
 
 What corporations liable to taxation 1 84 
 
 President, etc., to deliver annual statement to assessors 185 
 
 Report to comptroller 185 
 
 Penalty for omission to make statement ; how collected 186 
 
 When suit may be discontinued 186 
 
 How corporations to be assessed 186 
 
 Proceedings on application to assessors to reduce valuation 187 
 
 Taxes to be stated and collected 188 
 
 Capital stock, etc., of corporation taxable 189 
 
 How a corporation is taxable for local purposes 189 
 
 Place of taxation 190 
 
 Local taxation of foreign corporations 191 
 
 Other taxation of foreign business corporations 191 
 
 Taxation of joint-stock associations 192 
 
 THE TRANSPORTATION ( )RPORATIONS LAW. 
 Article I. 
 
 FERRY CORPORATIONS. 
 
 Section i. Short title of chapter 195 
 
 2. Incorporation of ferry corporations 195 
 
 3. Half of capital to be paid in before commencing business. . 196 
 
 4. Powers 196 
 
 5. Effect of failure to pay in capital stock 196 
 
 6. Must post schedule of rates 196 
 
XIV TABLE OF CONTENTS. 
 
 Article II. 
 
 NAVIGATION CORPORATIONS. 
 
 PACK 
 
 Section io. Formation of corporation 197 
 
 1 1 . Navigation between additional ports 1 98 
 
 12. Payment of capital stock 198 
 
 13. Ferries unauthorized 198 
 
 Article III. 
 
 STAGE-COACH CORPORATIONS. 
 
 Section 20. incorporation 198 
 
 21. Alteration or extension of route 199 
 
 22. Powers 199 
 
 Article IV. 
 
 TRAMWAY CORPORATIONS. 
 
 Section 30. Incorporation 199 
 
 31. Powers 200 
 
 32. May acquire land by condemnation 200 
 
 33. Crossings 200 
 
 Article V. 
 
 pipe-line corporations. 
 
 Section 40. Incorporation 201 
 
 41. Location of line 202 
 
 42. Condemnation of real property 203 
 
 43. Railroad, turnpike, plank-road and highway crossings 204 
 
 44. Construction across and along canals, rivers and creeks. . . 204 
 
 45. Consent of local authorities 205 
 
 46. Construction through villages and cities 205 
 
 47. Over Indian reservations 206 
 
 48. Over State lands. 206 
 
 49. Additional powers 206 
 
 50. Use of line to be public ; storage ; liable as common car- 
 
 riers ; rates and charges 207 
 
 51. Receipts ^r property ; cancellation of vouchers 208 
 
 53. Monthly statements 208 
 
 53. Fences, farm crossings and use of line not inclosed 209 
 
 54. Ta.\ation of property 209 
 
 Article VI. 
 
 GAS and electric LIGHT CORPORATIONS. 
 
 Section 60. Incorporation 210 
 
 61. Powers 211 
 
 62. Appointment of inspectors of gas meters 211 
 
TABLE OF CUNTENTS. XV 
 
 PAGE 
 
 Section 63. Deputy iuspectors 212 
 
 64. Inspection of gas meters 212 
 
 65. Gas and electric light must be supplied on application.. . . 213 
 
 66. Deposit of money may be required 214 
 
 67. Buildings may be entered for the examination of meters, 
 
 lights, etc 214 
 
 68. Refusal or neglect to pay rent 215 
 
 69. No rent for meters to be charged 215 
 
 70. Price of gas 215 
 
 Article VII. 
 
 WATER-WORKS CORPORATIONS. 
 
 Section 80. Incorporation 216 
 
 81. Must supply water; village trustees may contract for 
 
 same ; tax therefor 217 
 
 82. Powers ... 2t8 
 
 8j. Survey and map 219 
 
 84. Condemnation of real property 219 
 
 85. Corporation may contract with other cities, towns or vil- 
 
 lages ; amended certificate 220 
 
 Article VIII. 
 
 TELEGRAPH AND TELEPHONE CORPORATIONS. 
 
 Section iqo. Incorporation 220 
 
 loi . Extension of lines 221 
 
 102. Construction of lines 221 
 
 103. Transmission of dispatches 221 
 
 104. Consolidation of corporations 222 
 
 105. Special policeman 222 
 
 Article IX. 
 
 TURNPIKE, PLANK-ROAD AND BRIDGE CORPORATIONS. 
 
 Section 120. Incorporation 224 
 
 121. Restrictions upon location of road 224 
 
 122. Agreement for use of highway 225 
 
 123. Application to board of supervisors 225 
 
 124. Commissioners to lay out road 226 
 
 125. Possession of and title to real estate 227 
 
 1 26. Use of turnpike road by plank-road 227 
 
 127. Width and construction of road 228 
 
 128. Construction of bridges 228 
 
 129. Certificate of completion of road or bridge 229 
 
 130. Gates ; rates of toll, and exemptions 229 
 
 131. Toll-gatherers 230 
 
XVI TABLE OF CONTENTS. 
 
 PAGE 
 
 Section 132. Penalty for running a gate 231 
 
 133. Location of gates and change thereof. 231 
 
 134. Inspectors, their powers and duties 232 
 
 135. Change of route ; extensions and branches 233 
 
 136. Mile-stones, guide-posts and hoist-gates 234 
 
 137. Location of office of corporation 234 
 
 138. Consolidation of corporations and sale of franchise 235 
 
 139. Surrender of road 235 
 
 140. Taxation and exemption 235 
 
 141. Hauling logs and timber 236 
 
 142. Encroachment of fences 236 
 
 143. Penalty for fast driving over bridges 237 
 
 144. Acts of directors prohibited 237 
 
 14^. Actions for penalties 237 
 
 146. Proof of incorporation 237 
 
 147. When stockholders to be directors 238 
 
 148. Dissolution of corporation, road to be a highway 238 
 
 149. Town must pay for lands not originally a highway 239 
 
 150. Highway labor upon line of plank-road or turnpike 239 
 
 151. Extension of corporate existence 240 
 
 Article X. 
 
 MISCELLANEOUS PROVISIONS. 
 
 Section 160. Laws repealed 241 
 
 161. Saving clause 241 
 
 162. Construction 241 
 
 163. When to take effect 241 
 
 Schedule of laws repealed 242 
 
 Statutes relating to joint-stock associations 245 
 
 Statutes authorizing the formation of limited partnerships. 248 
 
 Statute allowing use of corporate name by partnership. . 254 
 
 Provisions of the Penal Code 255 
 
 Fees of Secretary of State and county clerk 263 
 
 Statutes relating to receivers 265 
 
 Act to prevent monopolies in necessities 276 
 
 Weefly Payment Law 276 
 
 Law making wages of employees preferred claims 278 
 
 Law requiring employees to be paid in cash 278 
 
 Law authorizing married women to vote 278 
 
 Provisions of the Code of Civ. Pro. relative to actions by 
 
 and against corporations 279 
 
 Extract from the constitution of the State 282 
 
 Forms 285 
 
 I'''*^^ 333 
 
Table of Cases. 
 
 [References are to pages.\ 
 
 A. C. Nellis Co. v. Nellis, 41 St. Rep. 
 
 599- 42 
 Abbott V. Jewett, 25 Hun 603. 29 
 Abbott V. Petersburg Granite Quar. 
 
 Co. (Sup. Ct.), 43 St. Rep. 235. 71 
 Adams T/. Mills, 60 N. Y. 533. 51,53 
 Adderly v. Storm, 6 Hill 624. 34 
 Adriance v. Roome, 52 Barb. 399. 43 
 Agate V. Sands, 73 N. Y. 620. 82 
 Alexander v. Cauldwell, 83 N. Y. 
 
 480. 53 
 Allen z*. Clark, 108 N. Y. 269. 51, 53 
 Allen V. Ward, 36 N. Y. -Super. Ct. 
 
 290. 83 
 Almada, etc. Co. Lim., 38 Ch. D.415. 
 
 66 
 American Ins. Co. v. Wellman, 69 
 
 Ind. 413. Ill 
 American Mortgage Co. v. Tennille 
 
 (Ga.), 12 L. R. A. 529. 114 
 American Nat. Bank v. Oriental 
 
 Mills (R. I.), 23 All. Rep. 795 ; 11 
 
 Ry. & Corp. L. J. 206 (1891). 5, 61 
 American Preservers Trust v. Taylor 
 
 Mfg. Co. (Mo.), 10 Ry. & Corp. 
 
 L.J. 195 (1891). 31 
 American Silk Works v. Salomon, 4 
 
 Hun 135. 65 
 American Water Works Co. v. Ven- 
 
 ner, 45 St. Rep, 441 ; 18 Supp. 
 
 379- 15.44 
 Anderson v. Speers, 21 Hun 568, 
 
 8 Abb. N. C. 382. 39, 41, 55. 
 Anderton z/. Wolf, 41 Hun 571. 84 
 Andrews v. Murray, 33 Barb. 354, 9 
 
 Abb. Pr. 8. 50,51 
 Archer v. American Water Works 
 
 Co. (N. J. Ch.), 24 Atl. Rep. 508. 
 
 61 
 Arthur v. Griswold, 55 N. Y. 400. 
 
 34.55 
 
 Asher v. Texas, 128 U. S. 129. 108 
 Aspinwall v. Sacchi, 57 N. Y. 331. 
 
 81, 82 
 Astor z/. N. Y. Arcade R. Co., 113 
 
 N. Y. 93. 100 
 Astor V. Westchester G. L. Co., 33 
 
 Hun 333. 25 
 Atlanta Hill Mining Co. v. Andrews, 
 
 55 Super. Ct. 93. 35 
 Atty.-Genl. v. Great Eastern Ry. Co., 
 
 5 App. Cas. 473, II Ch. D. 480. 
 
 34. 100 
 Averell v. Baker (Supt. Ct.). 44 St. 
 
 Rep. 540 47 
 Avenll I/. Barber, 25 St. Rep. 194. 
 
 84 
 
 Babcock v. Schuylkill & L., etc. R. 
 
 Co., 133 N. Y. 420. 64 
 Baily v. Bancker, 3 Hill i88. 82 
 Ballard v. Burgett, 40 N.Y. 314. 62 
 Banlgan v. Bond, 134 U. S. 291. 72- 
 Bank, etc. v. Ibbotson, 24 Wend. 473. 
 
 54 
 Bank of Augusta v. Earle, 13 Pet. 
 
 519. 105, 109 
 Bank of California v. Collins, 5 Hun 
 
 209. 52 
 Barnes v. Brown, 80 N. Y. 527. 35 
 Barnes z/. Suddard, 117 111. 237. 115 
 Barr v. N. Y., L. E., etc. R. Co., 125 
 
 N. Y. 263, 43 Alb. L. J. 151. 35, 
 
 124, 125 
 Bartlett v. Drew, 57 N. Y, 587. 65 
 Batchelder v. Council Grove Water 
 
 Co. (Ch. App.), 42 St. Rep. 614. 
 
 26 
 Bateman v. Western Star Mining Co., 
 
 20 S. W. 931 ; N. Y. L. J. Feb. 10, 
 
 1893. no 
 Battershall v. Davis, 31 Barb. 323. 65 
 (xvii) 
 
XVlll 
 
 TABLE OF CASES. 
 
 C References 
 are to pages. 
 
 Beach v. Smith, 30 N.Y. 316. 64, 65 
 Bean v. A. L. & T. Co., 34 St. R. 
 
 620. 29 
 Beard v. Union & Am. Pub. Co., 71 
 
 Ala. 60. 112 
 Beardsley v. Johnson, 121 N. Y. 224, 
 
 16 St. Rep. 773. 34 
 Beers v. N. Y. Life Ins. Co., 49 St. 
 
 Rep. 182 ; N. Y. L. J. Dec. 2, 1892. 
 
 35.44 
 Benesch v. John Hancock, etc. Fire 
 
 Ins. Co., 32 St. Rep. 73. 43 
 Berford v. N. Y. Iron Mine, 56 N. Y. 
 
 Super. 236. 124 
 Beveridge v. New York El. R. Co., 
 
 112 N. Y. I. 34, 39, 125 
 Billings 7/. Robinson, 94 N.Y. 415. 
 
 62, 64, 65 
 Billingsz'. Trask, 3oHun 314. 42,82 
 Bird V. Hayden, i Robt. 383. 52 
 Birmingham Nat. Bank v. Keck, 55 
 
 How. Pr. 222. 83 
 Birmingham Nat. Bank v. Mosser, 14 
 
 Hun 605. 83 
 Bissau V. N. Y. Central, etc. R. Co., 
 
 67 Barb. 385. 53 
 Blake v. Griswold, 103 N. Y. 429, 104 
 
 N. Y. 613. 47, 52, 55 
 Blake z/. Wheeler, 18 Hun 496, rev'd 
 
 80 N. Y. 128. 53 
 Bliss V. Matteson, 45 N. Y. 22. 34 
 Boardman v. Lake Shore, etc. R. Co., 
 
 84N. Y. 157. 39, 
 Bohm V. Loewers Gambrinus Brew- 
 ing Co., 30 St. Rep. 424. 44 
 Bolen V. Crosby, 49 N. Y. 183. 43, 
 
 49. 51. S2 
 Bolton V. Natal Land, etc. Co. (1892), 
 
 2 Ch. 124. 39 
 Bommer v. Am. Spiral Spring Co., 81 
 
 N.Y. 468. 90 
 Bonnell v. Griswold, 80 N. Y. 128, 68 
 
 N. Y. 294. 49, 50, 52, S3, 55 
 Bosley ». National Machine Co., 123 
 
 N. Y. 550. 64 
 Botsford V. Dodge, 6^ How. Pr. 145. 
 
 52 
 Boughtonw. Otis, 21 N.Y. 261. 51, 53 
 Boyce v. Montauk Gas Coal Co. (W. 
 
 Va.), 16 S.W. Rep. 501 ; N.Y. L.J. 
 
 Feb. 6, 1893. 35 
 Boyle V. Thurber, 50 Hun 259. 55 
 Boynton v. Andrews, 63 N. Y. 93. 66 
 Boynton v. Hatch, 47 N. Y. 225. 42 
 Brackett v. Griswold, 103 N. Y. 425. 
 
 52.55 
 
 Bradley Fertilizer Co. v. South Pub. 
 
 Co., 44 St. Rep. 119. 90 
 Bradt v. Benedict, 17 N. Y. 93. 54 
 Braem v. Merchants' Nat. Bank, 127 
 
 N. Y. 508, 40 St. Rep. 327. 73 
 Brand v. Gooilwin, 29 St. Rep. 143. 
 
 Brewster 2/. Hatch, 122 N.Y. 349, 10 
 
 Abb. N. C. 400. 66, 90 
 Brick Church v. Mayor, 5 Cow. 538. 
 
 103 
 Bricknell v. Speir, 45 St. Rep. 65 1 . 73 
 Briggs V. Cornwell, 9 Daley 436. 82 
 Briggs V. Easterly, 62 Barb. 51. 52 
 Briggs V. Penniman, 8 Cow. 392. 
 
 65, 82 
 Brinckerhoff v. Bostwick, 88 N. Y. 
 
 52. 34 
 Brinkerhoff v. Brown, 7 Johns. Ch. 
 
 217. 54 
 Brisbane v. D. L. & W. R. Co., 94 N. 
 
 Y. 204, 25 Hun 438. 39, 61, 76 
 Bronson v. Dimock, 4 Hun 614. 52 
 Brower v. Brooklyn Trust Co. (Sup. 
 
 Ct.), 21 N. Y. Supp. 324. 74 
 Brown v. Smith, 13 Hun 408, 80 N. 
 
 Y. 650. 9 
 Bruce v. Driggs, 25 How. Pr. 71. 
 
 9,82 
 Bruce v. Piatt, 80 N. Y. 379. 50, 51, 
 
 S3 
 Buckeye Marble & Freestone Co. v. 
 
 Harvey (Tenn., 1892), 46 Alb. L. J. 
 
 503. 100 
 Buffalo, etc. Co. v. Carey, 26 N. Y. 
 
 75- 81, 90 
 Buffalo, etc. R. Co. v. Gifford, 87 N. 
 
 Y. 294. 90 
 Bulkley v. Whitcomb, 121 N. Y. 107, 
 
 41 Alb. L.J. 463. 82 
 Burgoyne v. Eastern, etc. R. Co., 13 
 
 N. Y. Supp. 537. 112 
 Burr V. Wilcox, 22 N. Y. 551. 64 
 Burrall v. Bushwick R. Co., 75 N. Y. 
 
 211. 62 
 Butler V. Smalley, loi N. Y. 71. 49, 
 
 54. 55 
 Byers v. Franklin Coal Co., 106 Mass. 
 131. 51 
 
 C. B. Rogers & Co. v. Simmons, 29 
 
 N. E. Rep. 580. Ill 
 Camden v. Stuart, 144 U. S. 104. 
 
 66 
 Cameron v. Havemeyer, 25 Abb N. 
 ' C. 438. 30 
 
References T 
 are to pag^s.\ 
 
 TABLE OF CASES, 
 
 XIX 
 
 Cameron v. New York & Mt. Vernon 
 Water Co., 133 N. Y. 336, 62 Hun 
 269. 13. 149, 151 
 
 Cameron v. Seaman, 69 N. Y. 39'5. 
 
 49. 53. 54 
 Campbell v. Am. Zylonite Co., 122 N. 
 
 Y. 455, 55 N. Y. Super. Ct. 562. 24, 
 
 61, 72 
 Campbell v. Argenta Gold & S. M. 
 
 Co., 51 Fed. Rep. i, 46 Alb. L. J. 
 
 178. 25 
 Carley v. Hodges, 19 Hun 187. 52 
 Carpenter v. Black Hawk Mining Co., 
 
 65 N. Y. 43. 24 
 
 Carr v. Rischer, 119 N. Y. 117, 50 
 
 Hun 157. 49,50,52 
 Carraher v. Mulligan, 54 Hun 638, 28 
 
 St. Rep. 439. 49, 54 
 Carson City Sav. Bank v. Carson City 
 
 El. Co., 51 N. W. 641. loi 
 Castle V. Lewis, 78 N. Y. 131. 25, 
 
 35 
 Ca\ uga Lake R. Co. v. Kyle, 64 N. 
 
 Y. 185. 90 
 Central City Savings Bank v. Walker, 
 
 66 N. Y. 424. 1 26 
 
 Central Gold Mining Co. v. Piatt, 3 
 Daly 263. 24 
 
 Central Transportation Co. v. Pull- 
 man's Pal. Car Co., 139 U. S. 24, 
 4Am. R. & Corp. Rep. 172. 100 
 
 Cerbat Mining Co. v. State, 29 Hun 
 81. 167 
 
 Chamberlain v. Rochester, etc. Co., 7 
 Hun 557. 127 
 
 Chambers v. Lewis, 28 N. Y. 455. 
 
 41. 52 
 Chandler v. Hoag, 2 Hun 613, 63 
 
 N. Y. 624. 49. 51. S3 
 Chapman v. Comstock, 58 Hun 325. 
 
 54 
 Chase v. Lord, 77 N. Y. I. 54, 66, 82 
 Chase v. Vanderbilt, 62 N. Y. 307. 34 
 Chautauqua County Bank v. Risley, 
 
 19N.Y. 369. 114 
 Chemical Nat. Bank v. Colwell, 132 
 
 N. Y. 250, 14 St. Rep. 682, 43 St. 
 
 Rep. 876, 29 St. Rep. 726. 5, 33, 
 
 51. 52. 53 
 Chicago Hansom Cab Co. v. Yerkes 
 (III), II Ry. & Corp. L. J. 265. 
 
 35 
 Childs V. Smith, 46 N. Y. 34, 38 How. 
 
 Pr. 328. 90, 91 
 Christensen v. Eno, 106 N. Y. 97. 62, 
 
 66,84 
 
 Christensen v. I. & S. L. B. Co., 52 
 
 Hun 478. 62 
 Christian Union v. Yount, loi U. S. 
 
 352. 105 
 Christiansen v. Colby, 43 Hun 362. 82 
 Ciancimino v. Man, 48 St. Rep. 697. 
 
 124 
 Cin. Mutual, etc. Co. v. Rosenthal, 55 
 
 111.85. in 
 Cincmnati Cooperage Co. v. O'Keeffe, 
 
 1 20 N. Y. 603, 44 Hun 64. 49 
 Clapp V. Wright, 21 Hun 240. 53 
 Clare v. Thompson, 30 Hun 365. 40 
 Clark z'. Acosta, 9 Bosw. 158. 42 
 Clark V. Myers, 1 1 Hun 608. 82 
 Close V. Poller, 2 Misc. Rep. i, 49 St. 
 
 Rep. 590. 8, 151 
 Coats V. Donnell, 94 N. Y. 168. 74 
 Cochran v. Am. Opera Co., Lim., 20 
 
 Abb. N. C. no. 84 
 Cochran v. Smith, 54 N. Y. Super. 
 
 Ct. 117. 50 
 Cochran v. Wiechers, 119 N. Y. 399. 
 
 84 
 Cole V. Millerton Iron Co., 133 N. Y. 
 
 164- 35 
 Cole V. Ryan, 52 Barb. 168. 64 
 CoUes V. Trow City Directory, 1 1 Hun 
 
 397. 100 
 Colorado Iron Works v. Sierra Grande 
 
 Min. Co., 15 Col. 499, 22 Am. St. 
 
 433- 1 1 1 
 Columbus, Hocking Valley, etc. R. 
 
 Co. V. Lanier, N. Y. L. J., Feb. 4, 
 
 1893- 35 
 Com. Ass'n v. Smith, 18 St. Rep. 
 
 >5i- 95 
 Coman v. Lakey, 80 N. Y. 345. 26 
 Commonwealth v. American Bell 
 
 Tel. Co., 18 Atl. Rep. 122. 112 
 Commonwealth ex rel. v. New York, 
 
 etc. R. Co., 132 Pa. 591, 19 Atl. 
 
 291, 2 Am. R. Corp. Rep. 27. 105, 
 
 115 
 Compton w. The Chelsea, 128 N. Y. 
 
 537. 103 
 Condouris v. Imperial Turkish, etc 
 
 Co., N. Y. L. J. Mch. 29, 1893. 112 
 Conklin v. Secor Sewing Machine Co., 
 
 55 How. Pr. 269. 25 
 Conro V. Port Henry Iron Co., 12 
 
 Barb. 27. 125 
 Cooper Manufacturing Co. v. Fergu,- 
 
 son, 113 U. S. 727. 107, 109, III 
 Copeland v. Johnson Mtg. Co., 47 
 
 Hun 235. 35 
 
XX 
 
 TABLE OF CASES. 
 
 CRefereneet 
 are topagts. 
 
 Cornell v. Clark, 104 N. Y. 451. 35 
 Cornell v. Roach, loi N. Y. 373, 9 
 
 Abb. N. C. 275. 49, 52, 54 
 Cowell V. Springs Co., 100 U. S. 55. 
 
 105 
 Cox V. Gould, 4 Blatch. 341. 25, 81 
 Cox V. N. V. Central, etc. R. Co., 61 
 
 Barb. 615. 53 
 Craft V. Cuykendall, 34 Hun 285. 50 
 Craig Medicine Co. v. Merchants' 
 
 Bank, 59 Hun 561. 35 
 Craw v'. Easterly, 54 N. Y. 680, 4 Lans. 
 
 5I3- S. S3 
 Crutcher v. Kentucky, 141 U. S. 47. 
 
 109 
 Cullern v. London, etc. Building So- 
 ciety, 25 Q. B. Div. 481 (1890). 63 
 Curtain v. Father Mathew's Soc'y, 3 
 
 Daly 20. 103 
 Curtis V. Leavitt, i J N. Y. 9. 35, 100 
 Cushman v. Thayer Mfg. Co., 76 N.Y. 
 
 365. 61 
 Cutting V. Damerel, 88 N. Y. 410. 
 
 61,65 
 Cuykendall v. Corning, 88 'N. Y. 129. 
 
 82, 83 
 Cuykendall v. Corning, 10 Fed. Rep. 
 
 342. 52 
 Cuykendall v. Douglass, 19 Hun 577. 
 
 71 
 
 Dabney v. Stevens, 40 How. Pr. 341, 
 
 2 S. W. 415. 43, 52, 125 
 Dalton V. Goodwin, 25 St. Rep. 858. 
 
 55 
 Davidson v. Westchester Gas Light 
 
 Co., 99 N. Y. 558. 125 
 Davies v. N. Y. Concert Co., 36 St. 
 
 Rep. 816, 128 N. Y. 635. 43 
 Davis V. Rockingham Inv. Co. (Va.), 
 
 155 S.W. Rep. 547. 44 
 Davis Sewing Machine Co. v. Best, 
 
 105 N. Y. 59. 44 
 Dayton v. Borst, 31 N. Y. 435. 64 
 Dean v. Briggs, 25 Hi^ 122. 65 
 Dean v. Mace, 19 Hun 391. 83 
 Dean v. Whiton, 16 Hun 203. 80 
 Dearborn Foundry Co. v. Augustine, 
 
 31 Pac. Rep. 327. HI 
 Decker v. Gardner, 124 N. Y. 334. 
 
 132 
 De Graff w. Am. Linen Thread Co., 
 
 21 N. Y. 126. 100 
 Demarest v. Flack. 128 N. Y. 205, 
 
 5 Am. Ry. & Corp. Rep. 264. 90, 
 
 99, 105, 106 
 
 Deming v. Puleston, 55 N. Y. 655, 35 
 
 N. Y. Super. 309, 33 N. Y. Super. 
 
 Ct. 231. 50, 52, 53, 82. 
 Dempsey v. Willett, 16 Hun 264. 83 
 Denike v. New York, etc. Lime Co., 
 
 80 N. Y. 5991 9, 25, 127 
 Dewitt V. Has.ings, 69 N. Y. 518. 
 
 90 
 Diamond Match Co. v. Roeber, 106 
 
 N. Y. 473. 30, 10 1 
 Dickson v. Mayer, 26 Abb. N. C. 
 
 257, 35 St. Rep. 482. 74. 
 Dinipfel 7/. Onio, etc. R. Co., no 
 
 U. S. 209. 25 
 Dodge V. Havemeyer, 4 St. Rep. 561. 
 
 82 
 Dorris v. French, 4 Hun 292. 64, 90 
 Dorris v. Sweeney, 60 N, Y. 463, 64 
 
 Barb. 636. 64, 90 
 Douglas V. Ireland, 73 N. Y. 100. 52, 
 
 84 
 Douglassw. M.Ins. Co ,118 N. Y. 484. 
 
 103 
 DriscoU V. West Bradley & Cary 
 
 Mfg. Co., 29 N. Y. 96, 8 J. & S. 
 
 488. 62, 103 
 Dubois V. Hall, 43 Barb. 26. 26 
 Duche V. Buffalo Grape Sugar Co., 63 
 
 Howard 516. 4 
 Duchess Coiton Mfg. Co. v. Davis, 14 
 
 Johns. 238. 67 
 Duckworth v. Roach, 81 N. Y. 49, 8 
 
 Daly 1 59. 54 
 Duncomb v. N. Y., etc. R. Co., 84 
 
 N. Y. 190. 35 
 Dunham v. Village, etc., 5 Cow. 462. 
 
 103 
 Durant Land Imp. Co. v. Thomson- 
 Houston Electric Co. (C. P.), 49 St. 
 
 Rep. 715. 44 
 Dutcher v. I. & T. Nat. Bank, 59 
 
 N. Y. 5. 
 Dutenhoffer v. A. R. Co., 38 St. Rep. 
 
 710. . 29 
 Dyeing and Printing Estab. v. De 
 
 Westenberg, N. Y. Daily Reg. Feb. 
 
 19, 1886. 147 
 
 East N. Y. R. Co. v. Lighthall, 6 
 
 Robt. 407. 125 
 Easterly v. Barber, 65 N. Y.2S2. 52, 
 
 53 
 Easun v. Buckeye Brewing Co., 51 
 
 Fed. Rep. 156. 31 
 Eaton V. Aspinwall, 3 Abb. Pr. 417, 
 
 19 N. Y. 121. 91 
 
References I 
 are to pages, j 
 
 TABLE OF CASES. 
 
 XXI 
 
 Eddy V. Coop. Dress. Assc, 3 Civ. 
 
 Pro. Rep. 442. 81 
 Eden Musee Am. Co. v. Carr, 36 Hun 
 
 488. 151 
 Edgerton v. Electric Imp. & Const. 
 
 Co. (N. J ), 24 Atl. Rep. 540. 66 
 Edison Electric Light Co. v. U. S. 
 
 Light Co., 21 Abb. N. C. 119. 17 
 Ellerman v. Chicago, etc. Stock Yards 
 
 Co. (N. J. Ch.), II Ry. & Corp. L.J. 
 
 97- 31 
 
 Ellis V. Howe Machine Co., 9 Daly 
 406. 43 
 
 Elyton Land Co. v. Birmingham 
 Warehouse, etc. Co., 92 Ala. 407, 
 25 Am. St. 65. 66 
 
 Empire Mills v. Alston Grocery 
 (Texas), 12 L. R. A. 366. no 
 
 Employers' Liability Assur. Corpora- 
 tion V. Employers' Liability Co. of 
 the U. S., 24 Abb. N. C. 368, 10 
 N. Y. Supp. 845. 92 
 
 Erwin v. Navigation Co., 22 Hun 598. 
 
 53 
 Esmond v. Bullard, 16 Hun 65. 51 
 Estes V. Bums, 35 N. Y. Super, r. 52 
 Ettlinger v. Persian Rug & Carpet 
 
 Co., 49 St. Rep. 408. 26 
 Evening Journal Asso. 7'. State Board 
 
 of Assessors, 18 Vroom (N. J.) 36. 
 
 170 
 Everson v. Eddy, 36 St. Rep. 763. 25 
 Excelsior Grain Binding Co. Lim. v. 
 
 Stayner, 25 Hun 91, 61 How. Pr. 
 
 456. 64 
 Excelsior Petroleum Co. v. Embury, 
 
 4 Hun 648. 39. 
 Excelsior Petroleum Co. v. Lacey, 63 
 
 N. Y. 422. 39. 
 ^jr/«r/^ Baker, 6 Wend. 509. 118 
 £x parte 'DesioW.y, I Wend. 99. 118 
 £x parte Murphy, 7 Cow. 1 53. 34 
 Ex parte Perue Iron Co., 7 Cow. 540. 
 
 114 
 Ex parte v. Wilcox, 7 Cow. 401. 34, 
 
 45 
 
 Farmers' Loan & Trust Co. v. Curtis, 
 
 7 N. Y. 369. 1 14 
 Farnsworth v. Wood, 91 N. Y. 308. 
 
 82 
 Farrior v. New England Mortgage 
 
 Co., 88 Ala. 275. no 
 Fenlon z'.Dempsey, 50 Hun 131. 47 
 Ferguson v. Gill, 64 Hun 284, 46 St. 
 
 Rep. 475- SS 
 
 Fidelity Ins., etc. Co. v. Railroad Co., 
 
 138 Pa. 494. 25 
 Fifth Ave. Bank v. Forty-second St., 
 
 etc. R. Co., 44 St. Rep. 379, N. Y. 
 
 L. J. Feb. 17, 1893. 61 
 Fifth National Bank v. Navassa 
 
 Phosphate Co., 119 N. Y. 256, 56 
 
 Hun 136. 44 
 Filon V. Miller Brewing Co., 38 St. 
 
 Rep. 602. 44 
 First Nat. Bank of Jersey City v. 
 
 Lamon (Ct. App.), 41 St. Rep. 
 
 684. 50 
 Flash V. Conn, 109 U. S. 371. 52, 82 
 Fougeray v. Cord (N. J.), 12 Ry. & 
 
 Corp. L. J. 89, 24 Atl. 499. 39 
 Fov V. McComb, 44 St. Rep. 178. 90 
 Freeman Nat. Bk. v. Smith, 13 Blatch. 
 
 C. Ct. 220. 71 
 French v. McMillan, 43 Hun 188. 
 
 47,78 
 Frittsz/. Palmer, 132 U.S. 282. 112, 
 
 114 
 Fuller V. Rowe, 57 N. Y. 23. 126 
 
 Gadsden v. Woodward, 103 N.Y. 242. 
 
 50.53 
 Gaff V. Whitney, 2 N. Y. City Ct. 
 
 256. 81 
 Gamble v. Queens County Water Co., 
 
 123 N. Y.91, 23 St. Rep. 409. 34, 
 
 35, 65, 84, 100 
 Gardner v. C. B. Keogh Mfg. Co., 63 
 
 Hun 519. 74 
 Garrison v. Howe, 17 N. Y. 458. 51, 
 
 53. 54. 82 
 Geissenheimer v. Dodge, i How. Pr. 
 
 N. S. 264. 52 
 General Auction Estate, etc. Co. v. 
 
 Smith (1891), 3 Ch. 432. 100 
 Getty V. Devlin, 54 N. Y. 403, 70 N.Y. 
 
 504. 90 
 Gilchrist v. Helena, etc. R. Co., 47 
 
 Fed. Rep. 593. 112 
 Gildersleeve v. Dixon, 6 Daly 76, 
 
 49 
 Gildersleeve v. Lester, N. Y. L. J 
 
 Feb. 7, 1893. 84 
 Glenn v. Garth, 1 33 N. Y. 18. 64 
 Glenn v. Marbury, 145 U. S. 499, 
 
 64,67 
 Glens Falls Paper Mfg. Co. v. White, 
 
 18 Hun 214, 58 How. Pr. 172, 81 
 
 N. Y. 649. 49, 52, 53. 
 Glines z/. Binghamton Trust Co., N 
 
 Y. L. J. Feb. 14, 1893. 132 
 
XXll 
 
 TABLE OF CASES, 
 
 CRe/ereticer 
 are to pages^ 
 
 Gloucester Ferry Co. v. Pennsylvania, 
 
 114U. S. 196. 108 
 Gold V. Clyne, 134 N. Y. 262. 50, 52 
 Goldsmith v. Smith, 25 Hun 201. 39 
 Good V. Daland, 121 N. Y. i. 30 
 Goodrich v. Dorman, 38 St. Rep. 198. 
 
 66 
 Gould V. Walbridge, 44 St. Rep. 835. 
 
 78 
 Grafton v. Union Ferry Co. (CityCt. 
 
 B'klyn), 46 St. Rep. 549. 126 
 Gray v. Oxnard Bros. Co., 59 Hun 
 
 389. 30 
 Great Western Tel. Co. v. Burnham, 
 
 79 Wis. 47, 24 Am. St. 698. 67 
 Greenpoint Sugar Co. v. Whitin, 69 
 
 N. Y. 328. 24, 25, 102. 
 Grier v. Hazard, 38 St. Rep. 462, 39 
 
 St. Rep. 74. 90 
 Griffeth v. Green, 129 N. Y. 517. 
 
 71 
 Griffith V. Mangan, 42 N. Y. Super. 
 
 Ct. 369. 84 
 Grynes v. None, 46 N. Y. 17. 61 
 Guggenheimer w. O'Keefe, i St. Rep. 
 
 295- 49 
 Gunn V White Sewing Machine Co., 
 
 20 S. W. Rep. 591. no 
 Gurney v. A., etc. R. Co., 58 N. Y. 
 
 358. 80 
 Gurney v. Union Transfer, etc. Co., 
 
 29 St. Rep. 274, 57 Super. Ct. 444. 
 
 65 
 
 Haar v. Consolidated Carson River 
 
 Dredging Co., 43 St. Rep. i. 112 
 Haggin v. Comploir D'Escompte De 
 
 Paris, 23 Q. B. Div. 519. 106 
 Halstead v. Dodge, 51 N. Y. Super. 
 
 Ct. 169. 52, 53, 64 
 Hamilton Coal Co. v. Bernhard, 40 
 
 St. Rep. 875. 43 
 Hammond v. Hastings, 134 U. S. 
 
 401. 42 
 Hampson v. Price's Patoit Candle Co., 
 
 45 L. J. (Ch.) 437- 34 
 Handley v. Stutz, 139 U. S. 417. 35, 
 
 66 
 Handy v. Draper, 89 N. Y. 334, 23 
 
 Hun 256. 82, 83, 84 
 Hanley v. Balch (Mich.\ 53 N. W. 
 
 Rep. 954. 35 
 Hardman v. Sage, 124 N. Y. 25, 47 
 
 Hun 230. 81, 83 
 Hare v. Hamilton Brown Shoe Co., 
 
 9 So. Rep. 136. no 
 
 Harris v. Nowell, i Abb. N. C. 127. 
 
 82 
 Harrison v. Vermont Manganese Co., 
 
 20 N. Y. Supp. 894. 90 
 Hatch V, Attrill, n8 N. Y. 383. 66 
 Hatch V. Dana, loi U. S. 205. 65 
 Haviland v. Chace, 39 Barb. 283. 65 
 Hawes v. Gas Consumers' Benefit 
 
 Co., 36 St. Rep. 48, 9 N. Y. Supp. 
 
 490. 6 1 
 Hayden v. Wheeler & Tappan Co., 
 
 49 St. Rep. 182. 44 
 Hayes v. Franklin County Lumber 
 
 Co. (Neb.), S3 N. W. Rep. 381. 
 
 67 
 Hazelton Boiler Co. v. Hazelton 
 
 Tripod Boiler Co., 30 N. E. Rep. 
 
 339- 92 
 Heath v. Barmore, 60 N.Y. 302. 126 
 Heckmann v. Pinkney, 81 N. Y. 2n. 
 
 151 
 Hecla Consol. Gold Mining Co. v. 
 
 O'Neill, 47 St. Rep. 2n. 90 
 Hegericht'. Keddie, 99 N. Y. 258. 55 
 Henderdon v. Bank of Australasia, 40 
 
 Ch. D. 170, 58 L. J. Rep. Ct. \\T. 
 
 44 
 Hepworth v. Union Ferry Co., 62 
 
 Hun 257. 126 
 Herbert v. Uhl, 49 St. Rep. 496. 65 
 Herries v. Piatt, 21 Hun 132. 80 
 Herries v. Wesley, 13 Hun 492. 5, 
 
 47 
 Hickory Farm Oil Co. v. Buffalo, etc. 
 
 R. Co., 2 Ry. & Corp. L. J. 470. 
 
 105 
 Hill V. Conklin, 7 Daly 397. 83 
 Hill V. Knickerbocker Electric Light 
 
 & Power Co., 45 St. Rep. 761. 74 
 Hill V. Newichawanick Co., 71 N. Y. 
 
 593, 8 Hun 459. 39 
 Hitchcock V. Barrett, 50 Fed. Rep. 
 
 653- 43 
 Hoag V. Lamont, 60 N. Y. 96. 52 
 Hoar V. Consolidated Carson River 
 
 Dredging Co., 43 St. Rep. i. 
 Hoeyz/. Coleman, 10 Ry. & Corp. L. 
 
 J. 127 (1891). 192 
 Hollingshead v. Woodward, 107 N.Y. 
 
 96. 53.81.83 
 Hollins V. St. Paul, etc. R. Co., 29 St. 
 
 Rep. 208. 29 
 Holmes & Griggs Mfg. Co. v. Holmes 
 
 & Wessell Metal Co., 127 N. Y. 
 
 252, 4 Am. R. R. & Corp. Rep. 
 
 555- 35.63 
 
References "I 
 are to pa^s. J 
 
 TABLE OF CASES. 
 
 xxni 
 
 Holmes, Booth & Haydens v. Wil- 
 
 lard, 125 N. Y. 75. 34, 35,43, 100 
 Hoole V. Great Western Ry. Co., L. 
 
 R. 3 Ch. 262. 39 
 Hopper V. Sage, 1 1 2 N. Y. 530. 39 
 Horn Silver Mining Co. w. New York, 
 
 143 U. S. 305. 106, 108 
 Horner v. Henning, 93 U. S. 228. 39, 
 
 41 
 Hospes V. Northwestern Mfg. etc. 
 
 Co. (Minn.), 15 L. R. A. 470, 43 
 
 Alb. L. J. 277. 66 
 Hovey V. Ten Broeck, 3 Robt. 316. 
 
 83 
 Howe V. Deuel, 43 Barb. 504. 34 
 Howell V. Joseph Edwards Dredging 
 
 Co., 36 St. Rep. 803. 43 
 Hoyt V. Thompson, 19 N. Y. 207. 125 
 Hub Publishmg Co. v. Richardson, 
 
 37 St. Rep. 541. 90 
 Hubbell V. S. I. Works, 36 St. Rep. 
 
 902. 25 
 Hudson River Bridge Co. v. Patter- 
 son, 74 N. Y. 365. 190 
 Hughes V. Woodward, 3 How. Pr. N. 
 
 S. 127. 53 
 Huguenot Nat. Bank v. Stud well, 74 
 
 N.Y. 621. 50,53 
 Humboldt Driving Park Asso. v. 
 
 Stevens, 52 N. W. Rep. 568. 71 
 Huntington v. Attrill, 118 N. Y. 365, 
 
 I Am. R.R. & Corp. Rep. 418. 43, 
 
 55,66 
 Huntington v. Attrill, 146 U. S. 657 ; 
 
 see 47 Alb. L J. 426. 52 
 Hyatt V. Allen, 56 N. Y. 553. 39 
 Hyatt V. Esmond, 37 Barb. 606. 82 
 Hyatt w. Roach, I Abb. N. C. 125. 53 
 Hyatt V. Swivel, 52 N. Y. Super. Ct. 
 
 I. 61 
 Hygeia Water Ice Co. v. Hygeia Ice 
 
 Co., 19 N. Y. Supp. 602, 47 St. Rep. 
 
 71. 92 
 
 Inglehart v. Thousand Island Hotel 
 
 Co., 109N.Y. 454- 35 
 In re Application Wells Fargo Ex- 
 press Co., Dec. 27, 1892. 112 
 In re Balance Valve & Steam Piston 
 
 Packing Co., N. Y. L. J. Feb. 4. 
 
 1893. 99 
 In re Christian Jensen Co., 128 NY. 
 
 550, 40 St. Rep. 621, 27 Abb. N. C. 
 
 303. 127 
 In re David Jones Co., L. J. Oct. 14, 
 
 1892, 127 
 
 In re Dramatic Fund Asso., 5 Ry. & 
 
 Corp. L. J. 295. 127 
 In re Home Provident S. F. Asso., 
 
 129N.Y. 288. 127 
 In re N. Y., Lake Erie, etc. R. Co., 
 
 25 Hun 556. 95, 98 
 In re U. S. M. R., etc. Agency, 115 
 
 N. Y. 176. 95 
 International Life Assur. So. v. Com. 
 
 of Taxes, 28 Barb. 318. 190, 191 
 Isham V. Buckingham, 49 N. Y. 216. 
 
 61 
 
 J. M. Horton Ice Cream Co. v. Mer- 
 
 ritt (Pup. Ct.), 43 St. Rep. 416. 44 
 Jagger Iron Co. v. Walker, 76 N. Y. 
 
 521. 52, 83 
 Jameson v. Caldwell (Or.), 31 Pac. 
 
 Rep. 279. 35 
 Jarvis v. Manhattan Beach Co., 53 
 
 Hun 356. 61 
 Jemison v. Citizens' Sa. Bank, 122 N. 
 
 Y. 135. 100 
 Jermain v. L. S., etc. R. Co., 91 N. Y. 
 
 483- 39 
 Jessup V. Carnegie, 80 N. Y. 441. 91 
 Johnson v. Bush, 3 Barb. Ch. 240. 66 
 Johnson v. Underbill, 52 N. Y. 203, 
 
 210 61, 81,83 
 Jones V. Barlow, 62 N. Y. 202. 49, 
 
 50, 51, 52, 53 
 Jones V. Dana, 24 Barb. 398. 99 
 Jones V. Guaranty & Indemnity Co., 
 
 loi U. S. 622. 24 
 Jones V. Terre Haute, etc. R. Co., 57 
 
 N. Y. 196. 34, 39, 60 
 Joseph V. Davis, 10 So. 830. 66 
 Jourdan v. Long Island R. Co., 1 1 5 N. 
 
 Y. 380. 44 
 
 Kane v. Bloodgood, 7 Johns. Ch. 90. 
 
 39 
 Karnes v. Rochester, etc. R. Co., 4 
 Abb. Pr. N. S. 107, 33 N. Y. 238. 
 
 39 
 Keiley v. Mechanics' & Traders' 
 
 Bank, 39 St Rep. 438. 73 
 Kelsey v. Pfaulder Process, etc. Co., 
 
 41 Hun 20. 47 
 Kelsey z*. Sargent, 40 Hun 150, 23 St. 
 
 Rep. 409. 35. 43. 84 
 Kennedy v. Chicago, etc. R. Co., 14 
 
 Abb. N. C. 326. 78 
 Kent V. Quicksilver Mining Co., 78 
 
 N. Y. 159. 35, 72, 103 
 Kilgore v. Smith, 122 Pa. 48. 112 
 
XXIV 
 
 TABLE OF CASES. 
 
 C References 
 are to pages * 
 
 Kimball v. St. Louis, etc. R. Co. 
 
 (Mass.), 31 N. E. Rep. 697. 112 
 Kincaid v. Dwinelle, 59 N. Y. 548. 
 
 80,83 
 King V. Barnes, 109 N. Y. 267. 89 
 King V. Duncan, 38 Hun 461. 84 
 King V. Union Iron Co., 33 St. Rep. 
 
 545- 73. 74 
 Kingsley v. Brooklyn, 4 Abb. N. C. 
 
 444^ 99 
 Kirkland v. Kille, 99 N. Y. 390. 49, 
 
 53 
 Knight V. Dederick, 6 Week. Dig. 
 
 150. 50 
 Knowles v. Duffy, 40 Hun 485. 66 
 Knowlton v. Congress & Empire S. 
 
 Co., 57 N. Y. 518, 103 U. S. 49. 
 
 65.71 
 Knox V. Baldwin, 80 N. Y. 610. 49, 
 
 50, 52, 54, 82 
 Kraft V. Freeman, etc. Asso., 87 N. 
 
 Y. 628. 43 
 Krauser f . Ruckel, 17 Hun 463. 80 
 
 Lake Ontario R. Co. v. Munson, 16 
 
 N. Y. 451. 90 
 Lake Superior Iron Co. v. Drexel, 90 
 
 N. Y. 87. 66 
 Langan v. Francklyn, 20 N. Y. Supp. 
 
 404. 15, "9 
 Lawrenceville Cement Co. v. Parker, 
 
 39 St. Rep. 864. 25 
 Leadbetter v. N. H. Leadbetter, Lim- 
 ited, 125 N. Y. 290. 25 
 Lee V. Neuchatel Asphalt Co., 41 Ch. 
 
 D. I {1889). 39. 
 Lee V. Pittsburgh C. & M. Co., 56 
 
 How. Pr. 373. 43 
 Leggett V. Bank of Sing Sing, 24 N.Y. 
 
 291. 51 
 Leirikauf v. Caiman, no N. Y, 50. 
 
 102 
 Leinkauf v. Lombard, N. Y. L. J. 
 
 March 27, 1893. 90. 
 Leisy v. Hardin, 135 \L S. 100. 107, 
 
 108, 109 * 
 
 Leitch V. Wells, 48 N. Y. 585. 62 
 Leloup V. Port of Mobile, 127 U. S. 
 
 640. 108 
 Leslie V. Lorillard, no N. Y. 519. 
 
 34, 35, 100, loi 
 Levy V. Cohen (City Ct. N. Y.), 45 St. 
 
 Rep. 278. 47 
 Lewis V. Armstrong, 8 Abb. N. C. 
 
 385- 51 
 Lewis V. Ryder, 13 Abb. Pr. I. 81 
 
 Libbey v. Tobeiy, 82 Me. 397, 2 Am. 
 
 R. R. & Corp. Rep. 285. 66 
 Lindsey v. Simmons, 2 Abb. Pr. (N. 
 
 S.), 69. 83 
 Live Stock Asso. Lim. v. Levy, 3 St. 
 
 Rep. 514. foi 
 Liverpool Insurance Company v. Mas- 
 sachusetts, 10 Wall. 566. 109 
 Livingston v. Lynch, 4 Johns. Ch. 
 
 596. 125 
 Lloyd V. Preston, 146 U. S. 630. 66 
 Lond. I. F. Co. v. Ferbell, 48 N. Y. 
 
 427. 126 
 Long V. Georgia Pac. R. Co., 91 Ala. 
 
 519, 24 Am. St. 931. loi 
 Lord V. Yonkers Fuel Gas Co., 99 
 
 N. Y. 547. 24 
 Lorillard v. Clyde, 86 N. Y. 384. 7, 
 
 89 
 Losee v. Bullard, 79 N. Y. 404. 52, 
 
 53. 54 
 Lovelace v. Doran & Wright Co., 40 
 
 St. Rep. S3, 39 St. Rep. 679. 41 
 Lovett V. German Ref'd Ch., 12 Barb. 
 
 67- 33 
 Lyceum v. Ellis, 30 St Rep, 242. 24 
 Lyndon Mill Co. v. Lyndon Literary,' 
 
 etc. Inst., 63 Vt. 581. 44 
 
 McCabe v. Goodfellow, 133 N. Y. 80. 
 
 II 
 McCall V. California, 136 U.S. 104. 
 
 108 
 McClave v. Thompson, 36 Hun 365. 
 
 41 
 McClelland v. Norfolk Soutljern R. 
 
 Co., 1 10 N. Y. 469. 26 
 McComb V. Kellogg, 16 St. Rep. 16. 
 
 41 
 McComber v. Barcelona Ap. Asso., 
 
 45 St. Rep. 784, 134 N. Y. 598. 43 
 McCulloch V. Norwood, 58 N. Y. 562. 
 
 83 
 McCullough V. Moss, 5 Den. 567. 
 
 125 
 McDermottw. Board of Police, 5 Abb. 
 
 Pr. 442. 103 
 McDermott v. Harrison, 30 St. Rep. 
 
 324. 90 
 McDonald v. Chisholm, 131 111. 274. 
 
 25 
 McDowall V. Sheehan, 129 N. Y. 200, 
 
 41 St. Rep. 415, 36 St. Rep. 104. 
 
 5. 43. 82 
 McGourkey v. Toledo, etc. R. Co., 
 
 146 U. S. 563. 35 
 
References ~\ 
 are to pages. \ 
 
 TABLE OF CASES. 
 
 XXV 
 
 McHarg v. Eastman, 7 Robt. 137, 47 
 
 St. Rep. 770. 50, 51, 52, 54 
 Mclnt)re v. Strong, 63 How. Pr. 43. 
 
 81 
 McLasher v. N. Y. Daily Standard, 
 
 Daily Reg. Jan. 3, 1884. 92 
 McMaster v. Davidson, 29 Hun 542. 
 
 81 
 McNab V. McNab & Harlin Mfg. Co., 
 
 41 St. Rep. 906, 62 Hun 18. 34, 
 
 35. 39 
 McNaughton "o. Osgood, 41 Hun 109. 
 
 35 
 
 McNeil V. Tenth Nat. Bank, 46 N. Y. 
 331. 61, 62 
 
 Maine v. The Grand Trunk Ry. Co., 
 142 U. S. 217. 108 
 
 Manhattan Hardware Co. v. Phalen, 
 128 Pa. no. 25 
 
 Manhattan L. Ins. Co. v. Forty- 
 second, etc. R. Co., 46 St. Rep. 130. 
 
 44 
 Mann v. Currie, 2 Barb. 294. 65, 
 
 67 
 Manning v. Quicksilver Mining Co., 
 
 24 Hun 360. 39 
 
 Mappier v. Mortimer, 11 Abb. Pr. 
 
 N. S. 455. 84 
 Marie v. Garrison, 13 Abb. N. C. 235. 
 
 118 
 Marine Bank v. Butler Col. Co., 23 
 
 St. Rpp. 318. 43 
 Martin v. Niagara Falls Paper Mfg. 
 
 Co., 122 N. Y. 165, 44 Hun 130. 
 
 24, 25, 35, 43 
 Martin v, William J. Johnston Co., 
 
 25 Abb. N. C. 350. 47 
 
 Martin Anti-Fire Car Heater Co , 47 
 
 St. Rep. 26. 43 
 Mather v. Eureka Mower Co., 118 
 
 N. Y. 629. 43 
 Mather v. Union L. & T. Co., 26 St. 
 
 Rep. 58. 44 
 Mathews v. Aiken, I N. Y. 595. 50 
 Mathews v. Asso. Press of N. Y., 136 
 
 N. Y. 333. 103 
 Mathews v. Dubuque Mattress Co., 
 
 54 N. W. Rep. 225. 44 
 Mathez v. Neidig, 72 N. Y. 100. 82 
 Matter of Bank of Attica, 35 St. Rep. 
 
 708. 95 
 Matter of Bethune, 4 Deni. 392. 53 
 Matter of Brooklyn Elevated R. Co., 
 
 125 N. Y. 434. 127 
 Matter of Bylin v. Friendship Ass'n, 
 
 46 Hun 223. 76 
 
 Matter of Chenango Co. Mutual Iris. 
 
 Co., 19 Wend. 635. 45 
 Matter of David Jones Brewing Co., 
 
 N. Y. L. J. May 11, 1893. 103 
 Matter of Empire City Bank, 18 N. Y. 
 
 199. 34, »2 
 Matter of Hudson R.R. Co., 19 Wend. 
 
 135- 34 
 Matter ot Importers' & Grocers' Ex- 
 change, 43 St. Rep. 625. 127 
 Matter of Le Blanc, 75 N. Y. 598, 14 
 
 Hun 8. 39 
 Matter of Lighthall Mfg. Co., 47 Hun 
 
 258. 45. n 8 
 Matter ot Long Island R. Co., 19 
 
 Wend. 37. 34 
 Matter of Manhattan Dispensary, 7 
 
 St. Rep. 871. 95 
 Matter of Martin, 42 St. Rep. 409. 47 
 Matter of Mohawk, etc. R. Co., 19 
 
 Wend. 135. 45 
 Matter of Newcomb, 42 St. Rep. 442. 
 
 123 
 Matter of New York, etc. Invest- 
 ment Co., 40 St. Rep. 139. 8, 165 
 Matter of North Shore, etc. Co., 63 
 
 Barb. 556. 34 
 Matter ot Pioneer Paper Co., 36 How. 
 
 III. 123 
 Matter of Reciprocity Bank, 22 N. Y. 
 
 17. 8t 
 Matter of Richmond Retail Coal Co., 
 
 9 Ry. & Corp. L. J. 31. 31 
 Matter of Santa, etc. M. Co., 21 St. 
 
 Rep. 89. 81, 127 
 Matter of Schuyler Steam Tow Boat 
 
 Co., 136 N. Y. 169, 43 St. Rep. 
 
 163. 127 
 Matter of Simonds Soap Co., 41 St. 
 
 Rep. 355. 127 
 Matter of Stonebridge, 37 St. Rep. 
 
 617. 132 
 Matter of Syracuse, etc. R. Co., 91 
 
 N. Y. I. 123 
 Matter of The Mart, 22 Abb. N. C. 
 
 227. 127 
 Matter of Union Ins. Co., 22 Wend. 
 
 59°- 33 
 Matter of Vandenburgh v. B way R. 
 
 Co., 29 Hun 348. 120 
 Matter of Van Vechten, 9 Week. 
 
 Dig. 158. 123 
 Matter of Westchester Iron Co., i S 
 
 How. Pr. 7. 127 
 Matter of Wheeler, 2 Abb. Pr. N. S. 
 
 361. 34 
 
XXVI 
 
 TABLE OF CASES. 
 
 [Referencet 
 are to pages^ 
 
 Matter of White, 43 Hun 580. 1 19 
 Matter of Woven Tape Skirt Co., 85 
 
 N.Y. 506. 132 
 Matter of U. S. Mercantile Rep. Co., 
 
 24 St. Rep. 548. 95 
 Mayor, etc. v. Eislen, 2 Civ. Pro. R. 
 
 125. 53 
 Mayor, etc. v. Governor, etc. of Bank 
 
 of England, 21 Q. B. D. 160. 102 
 Mead v. Keeler, 24 Barb. 20. 43 
 Memphis, etc. R. Co. v. Wood, 88 
 
 Ala. 630, I Am. R. & Corp. Rep. 
 
 55- 63 
 Merchants' Bank v. Bliss, 35 N. Y. 
 
 412. 39. 50, 54 
 Merchants' Bank v. Livmgston, 74 
 
 N. Y. 223. 62 
 Merchants' Mfg. Co. v. Grand Trunk 
 
 Ry. Co., 63 How. 459. 105 
 Meriden "Tool Co. v. Morgan, i Abb. 
 
 N. C. 125. 90 
 Merrick v. Brainard, 34 N. Y. 208. 
 
 105 
 Merrill v. Consumers' Coal Co., 1 14 
 
 N. Y. 216. 43 
 Merrill v. G. C. Co., 23 St. Rep. 1 14. 
 
 44 
 Merriman v. Knox (Ala.), 1 1 So. Rep. 
 
 741. no 
 Metropolitan Concert Co. Lim. v. 
 
 Abbey, 52 N. Y. Super. Ct. 97. 35 
 Meyeri/. Blair, 19 Abb. N. C. 214. 64 
 Miller t/. Fenton, 11 Paige 18. 50 
 Miller v. White, 50 N. Y. 137. 49, 
 
 50. SI. 53 
 Mills V. Stewart, 41 N. Y. 384. 67 
 Mitchell V. Vermont Copper Co., 67 
 
 N. Y. 280. 67 
 Moore v. Mansert, 49 N. Y. 332. 49, 
 
 151 
 Moore v. Met. Nat. Bank, 55 N. Y. 
 
 41. 62 
 Moore v. Robertson, 43 St. Rep. 245. 
 
 61 
 Moore v. Williams, 41 St. Rep. 892. 
 
 61 ^ 
 
 Moran v. Lydecker, 27 Hun 582, 1 1 
 
 Abb. N. C. 298. 9, 127 
 Morey v. Ford, 32 Hun 446. 53 
 Morg.-in V. Skiddy, 62 N. Y. 319. 90 
 Morrill v. C. T. Segar Mfg. Co., 32 
 
 Hun 543. 34 
 Moss V. Averell, 10 N. Y. 449. 1 14 
 Moss V. Oakley, 2 Hill 268. 82 
 Moulton V. Beecher, i Abb. N. C. 
 
 193- 53 
 
 Munson v. Syracuse, etc. R. Co., 103 
 
 N.Y. 58. 34. 35.9° 
 Murad v. Thomas, 66 How. Pr. 100. 
 
 55 
 
 Nassau Gas Li^ht Co. v. Brpoklyn, 
 
 89 N. Y. 409. 170 
 National Bank v. Fenton, 23 Hun 
 
 309- 51 
 National Broadway Bank v. Wessell 
 
 Metal Co., 59 Hun 470. 73 
 National Park Bank v. German Am. 
 Warehousing Co., 116 N.Y. 281. 
 
 44 
 National Tube, etc. Co. v. Gilfillan, 
 
 124 N. Y. 302. 80, 81 
 National Tube Works Co. v. Ballou, 
 
 146 U. S. 517. 112 
 Nay V. Levy, 13 Week. Dig. 428. 49 
 New England Iron Co. v. Gilbert El. 
 
 R. Co., 91 N. Y. 1 53. 83 
 New York Car Oil Co. v. Richmond, 
 
 6 Bosw. 219. 99 
 New York, Lake Erie, etc. R. Co. v^ 
 
 Nichols, 119 U. S. 296. 40 
 New York State L. & T. Co. v. Hel- 
 
 mer, 77 N. Y. 64. 116 
 Niramons v. Tappan, 2 Sweeny 652. 
 
 52. 53. 55 
 
 Nordell v. Wahlstedt, N. Y. L. J. 
 Jan. 16, 1890, vol. 2, p. 1924. S3 
 
 Norfolk, etc. Railroad v. Pennsyl- 
 vania, 136 U. S. 114. 106, 108 
 
 Norris v. DeWolf, 1 2 Hup. 666, 76 N. 
 Y. 597- 51 
 
 Ooregum Gold Mining Co. v. Roper 
 
 (1892), A. C. 125. 66 
 Ormsby v. Vermont Copper Co., 56 
 
 N. Y. 623, 8 J. & S. 406. 35 
 Osborne & Cheeseman Co. v. Croome, 
 
 14 Hun 164. 53 
 Oswego Starch Factory v. Dolloway, 
 
 21 N. Y. 449. 4 
 Otter V. Brevoort Petroleum Co., 50 
 
 Barb. 247. 65 
 Outterson v. Fonda Lake Paper Co., 
 
 49 St. Rep. 556. 44 
 Oviatt V. Hughes, 41 Barb. 542. 51, 
 
 52, 81 
 Owen V. Smith, 31 Barb. 641. 126 
 
 Palmer v. Cypress Hill Cemetery, 122 
 
 N. Y. 429. 101 
 Palmer v. Lawrence, 3 Sandf. Ch. 
 
 161. 64 
 
Reftrences "I 
 are to pagea,\ 
 
 TABLE OF CASES. 
 
 xxvn 
 
 Parks V. Automatic Punch Co., 14 St. 
 
 Rep. 710. 39 
 Parrot v. Colby, 6 Hun 55, affd?! N. 
 
 Y. 597- 83 
 _ Parrot v. Sawyer, 87 N. Y. 622. 83 
 'Partridge v. Badger, 25 Barb. 146. 
 
 33.43 
 Patterson v. Robinson, 26 St. Rep. 
 
 685, 36 Hun 622. 41 
 Patterson v. Robinson, 116 N. Y. 
 
 193- 44 
 Paul V. Virginia, 8 Wall. 163. 108, 
 
 III 
 Paulding v. Chrome Steel Co., 94 N. 
 
 Y. 334. 25, 73, 74 
 Peck V. Doran & Wright Co., 57 Hun 
 
 343- 'oi 
 Peckham v. Van Wagenen, 83 N. Y. 
 
 40. 39 
 Pembina Mining Co. v. Pennsylvania, 
 
 125 U. S. 181. 106, 108 
 Pensacola Tel. Co. v. Western Union 
 
 Tel. Co., 96 U. S. I. 108 
 People V. A. & S. R. Co., 7 Abb. Pr. 
 
 N. S. 291. 67 
 People V. Albany Hospital, 11 Abb. 
 
 Pr. N. S. 4. 123 
 People V. Albany Ins. Co., 92 N. Y. 
 
 458. 170 
 People V. Albany R. Co., 38 How. Pr. 
 
 228. .33 
 People V. American Bell Tel. Co., 
 
 117 N. Y. 241. Ill, 177 
 People V. American Loan & T. Co., 
 
 43 St. Rep. 332. 112 
 People V. Assessors of Olean, 15 St. 
 
 Rep. 461. 190 
 People V. Atlantic Ave. R. Co., 125 
 
 N. Y. 513. 51 
 People V. Ballard, 134 N. Y. 269. 35, 
 
 132 
 People V. Broadway R. Co. of B'klyn, 
 
 126 N. Y. 29. 100, 127 
 
 People V. Brooklyn, etc. R. Co., 89 N. 
 
 Y. 75. 28 
 People V. Buffalo Stone & Cement 
 
 Co., 131 N. Y. 140. 9, 50, III 
 People V. Bull, 42 N. Y. Super. Ct. 19. 
 
 53 
 People V. Carr, 36 Hun 488. 68 
 People V. Com. of Taxes, 99 N. Y. 
 
 254. 190 
 People V. Davenport, 91 N. Y. 574. 
 
 174 
 People V. Equitable Trust Co., 96 N. 
 Y. 389. 177 
 
 People V. Equity Gas Light Co., 32 St. 
 
 Rep. 1 128. 132 
 People «». Fire Asso., 92 N. Y. 311. 
 
 174 
 People V. Fire Underwriters, 7 Hun 
 
 248. 103 
 People V. Formosa, 131 N. Y. 478. 
 
 no 
 People V. Gold & Stock Tel. Co., 98 
 
 N. Y. 67. 169, 174, 190 
 People V. Home Insurance Co., 92 N. 
 
 Y. 328. 169 
 People V. Horn Silver Mining Co., 
 
 105 N. Y. 76, 143 U. S. 305. 169, 
 
 170, 176 
 People V. Hydrostatic Paper Co., 88 
 
 N. Y. 623. 132 
 People V. Jaehne, 103 N. Y. 182. 151 
 People V. Knickerbocker Ice Co., 99 
 
 N. Y. 181. 170 
 People V. McLean, 80 N. Y. 254. 
 
 190 
 People V. Martins, 10 St. Rep. 650, 
 
 affd by U. S. Sup. Ct. Apl. 24, 
 
 1893. 165 
 People v. Medical Soc'y, 24 Barb. 
 
 570. 103 
 People V. Metropolitan R. Co., 26 
 
 Hun 82. 125 
 People V, N. Y. Floating, etc. Dock 
 
 Co., 92 N. Y. 487. 170 
 People V. Newburgh, etc. Plank Road 
 
 Co., 23 Hun 172. 8 
 People V. North River Sugar R. Co., 
 
 121N.Y. 582. 51 
 People V. O'Brien, in N. Y. I. 127, 
 
 132 
 People V. Pennsylvania R. Co., N. Y. 
 
 L. J. April 20, 1893. 191 
 People V. Remington, 45 Hun 329. 
 
 80 
 People V. Remington & Sons, 54 Hun 
 
 480. 1 32 
 People V. Rice, 57 Hun 486, 128 N. 
 
 Y. 591. 165 
 People V. Sailors' Snug Harbor, 54 
 
 Barb. 532. 103 
 People V. Schurz, 1 10 N. Y. 443, aff'd 
 
 by U. S. Supreme Ct. Apl 24, 1893. 
 
 i6s 
 People V. Spring Valley, etc. Co., 92 
 
 N. Y. 383. 169 
 People V. St. Louis, etc. R.Co., 19 
 
 Abb. N. C. I. 78 
 People V. The Milk Exchange, 133 N. 
 
 Y. 565. 31 
 
XXVlll 
 
 TABLE OF CASES. 
 
 [References 
 are to pages. 
 
 People V. The North River Sugar 
 
 Refining Co., 121 N. Y. 582. 13, 
 
 30, 31 
 People V. Troy House Co., 44 Barb. 
 
 625. 65 
 People V. Tuthill, 31 N. Y. 550. 34 
 People V. Twaddle, 18 Hun 427. 33, 
 
 120 
 People V. Ulster & D. R. Co., 128 N. 
 
 Y. 240. 51, 127 
 People V. Walker, 17 N. Y. 503. 126, 
 
 142 
 People V. Wemple, 117 N. Y. 136. 
 People ex rel. American, etc. Co. v. 
 
 Wemple, 129 N. Y. 558. 169, 
 
 176 
 People ex rel. Bank of Commerce v. 
 
 Com. of Taxes, 23 N. Y. 192. 190 
 People ex rel. Belknap v. Beach, 19 
 
 Hun 259. 4 
 People ex rel. Blossom v. Nelson, 46 
 
 N. Y. 477. 91 
 People ex rel. Broadway, etc. R. Co. 
 
 V. Com. of Taxes, i T. & C. 635. 
 
 190 
 People ex rel. Brush Electric Mfg. 
 
 Co. V. Wemple, 129 N. Y. 543. 170 
 People ex rel. Butchers' Hide, etc. 
 
 Co. V. Asten, 100 N. Y. 597. 189 
 People ex rel. Central Crosstown R. 
 
 Co. V. Barker, N. Y. L. J. Dec. 10, 
 
 1892. 189, 190 
 
 People ex rel. Church of Holy Com. 
 
 V. Assessors, 106 N, Y. 671. 190 
 People ex rel. Daniels v. Crawford, 
 
 N. Y. L. J. April 22, 1893, Feb. 4, 
 
 1893. 78 
 
 People ex rel. Davennort v. Rice, N. 
 
 Y. L. J. Dec. 21, 1892. 91 
 People ex rel. Davis Colby, etc. Co. v. 
 
 Campbell, 48 St. Rep. 817. 177 
 People ex rel. Edison Electric III. Co. 
 
 V. Wemple, 129 N. Y. 664. 170 
 People ex rel. Edison Gen'l 111. Co. 
 
 V. Tax Com'rs, N. Y^ L. J. Dec. 8, 
 
 1892. 190 
 People ex rel. Edison 111. Co. i/. Wem- 
 ple, 133 N. Y. 617. 183 
 Peoule ex rel. Eickemeyer Field Co. v. 
 
 Rice, N. Y. L. J. Dec. I, 1892, 
 
 aff'd by Ct. App., N. Y. L. J. April 
 
 26, 1893. 13, 165. 
 People ex rel. Fairfield Chemical Co. 
 
 V. Coleman, 115 N. Y. 178. 189 
 People ex rel. Hanover Fire Ins. Co. 
 
 V. Coleman, 44 Hun 47. 190 
 
 People ex rel. Harriman v. Paton, 20 
 
 Abb. N. C. 172. 78 
 People ex rel. Hatch v. Lake Shore, 
 
 etc. R. Co., II Hun i. 78 
 People ex rel. Keystone Gas Co. v. 
 
 Assessors 6f Olean, 15 St. Rep. 
 
 462. 191 
 People ex rel. McMaster v. Super- 
 visors of Niagara, 4 Hill 20. 188, 
 
 190 
 People ex rel. McDonald r/. U. S. Mer- 
 cantile Rep. Co., 20 Abb. N. C. 
 
 192. 47 
 People ex rel. Man. Fire Ins. Co. v. 
 
 Com. of Taxes, 76 N. Y. 64. 190 
 People ex rel. Miller v. Cummings, 72 
 
 N. Y. 433. 121 
 People ex rel. Municipal Gas Co. v- 
 
 Rice, 74 Alb. L. J. 418. 56 
 People ex rel. Mutual Un. Tel. Co. v. 
 
 Com. of Taxes, 99 N. Y. 254. 190 
 People ex rel Pacific Mail S S. Co. v. 
 
 Com. of Taxes, 64 N. Y. 541. 190 
 People ex rel. Pacific Mail S.S. Co. v. 
 
 Com. of Taxes, 46 How. Pr. 315. 
 
 190 
 People ex rel. Panama R. Co. v. 
 
 Commissioners of Taxes, 104 N. Y. 
 
 240. 1 89 
 People ex rel. Parsons Mfg. Co. v. 
 
 Moore, 11 St. Rep. 850. 190 
 People ex rel. Peabodv v. Chicago 
 
 Gas Trust Co. (111.), 22 N. E. 798, 
 
 I Am. R. R. & Corp. Rep. 562. 63 
 People ex rel. Piatt v. Wemple, 117 
 
 N. Y. 136. 169, 192 
 People ex rel. Putzel v. Simonson, 61 
 
 Hun 338. 123 
 People ex rel. Seth Thomas Clock 
 
 Co. 7/. Wemple, 133 N. Y. 323. 176 
 People ex rel. Smith v. Commission- 
 ers, 101 N. Y. 651. 190 
 People ex rel. Southern Cotton Oil 
 
 Co. 7/. Wemple, 131 N. Y. 64. no, 
 
 176 
 People ex rel. Standard Gas Light 
 
 Co. V. Gilroy, N. Y. L. J. April lo, 
 
 1893. 149 
 People ex rel. Stobo v. Eadie (Sup. 
 
 Ct.), 43St Rep. 649. 47 
 People ex rel. The New York Phono- 
 graph Co. V Rice, 128 N. Y. 591 
 
 57 Hun 486. 15 
 People ex rel. Twenty-third St. R. Co. 
 
 V. Commissioners of Taxes, 95 N. 
 
 Y. SS4. 189 
 
References 1 
 are to pages, i 
 
 TABLE OF CASES. 
 
 XXIX 
 
 People ex rel. Union Trust Co. v. 
 
 Coleman, 126 N. Y. 433. 189 
 People ex rel. Utica, etc. R, Co. v. 
 
 Shields, 6 Hun 556. 190 
 People ex rel. Van Nest v. Commis- 
 sioners of Taxes, 80 N. Y. 573. 190 
 People ex rel. W. U. T. Co. v. Dolan, 
 
 126 N. Y. 166. 190 
 People ex rel. Warren v. Carter, 109 
 
 N. Y. 576. 190 
 People ex rel. West Shore R. Co. v. 
 
 Pitman, 9 St. Rep. 469. 193 
 People ex rel West Side, etc. R. Co. 
 
 V. Com. of Taxes, 31 Hun 32. 190 
 People ex rel. Williamsburgh Gas 
 
 Light Co. V. Assessors of BrooHyn, 
 
 76 N. Y. 202. 189 
 People ex rel. Winchester as Treas. v. 
 
 Coleman, 133 N. Y. 279, 45 St. 
 
 Rep. 217. 192 
 Perkins z/. Hatch, 4 Hun I37,64N.Y. 
 
 634. 82 
 Perry v. Hoadley, 19 Abb. N. C. 76. 
 
 64, 82 
 Peter Cooper's Glue Factory v. Mc- 
 
 Mahon, 15 Abb. N. C. 314. 190 
 Pfohl 7/. Simpson, 74 N. Y. 137. 82 
 Philadelphia, etc. R. Co. v. Hotchkiss, 
 
 82N. Y. 471. i3 
 Philadelphia Fire Association v. New 
 
 York, 119 U. S. no. 106. 109 
 Phillips V. Therasson, 11 Hun 141. 
 
 81 
 Phillips V. Wickham, i Paige 590. 
 
 33. 125 
 Phoenix Warehouse Co. v. Badger, 
 
 67 N. Y. 294. 64, 65 
 Pier V. George, 86 N. Y. 613. 52 
 Pier V. Hanmore, 86 N. Y. 95. 48, 
 
 50.5s 
 Pierce u. Maye, 36 St. Rep. 829. 
 
 124 
 Pierson v. Cronk, 26 Abb. N. C. 25, 
 
 13 N. Y. Supp. 845. 30 
 Pitcher v. Drayton, 17 Hun 429. 
 
 80 
 Pittsburg Carbon Co. L'd v. McMil- 
 
 Im, 119 N. Y. 46. 30, 132 
 Pleas V. Housman, 17 St. Rep. 
 
 671. 9 
 Plimpton V. Bigelow, 93 N. Y. 592. 
 
 105 
 Pollock V. Nat. Bk., 7 N. Y. 274. 62, 
 
 76 
 Post V. Simmons, 16 St. Rep. 246. 
 
 29 
 
 Potts V. Wallace, 146 U. S. 689. 
 
 44 
 Pratt V. Eaton, 79 N. Y. 449. 1 16 
 Pratt V Short, 79 N. Y. 437. iii, 
 
 116 
 Preston v. Loughran, 58 Hun 210. 
 
 25 
 Printing Co. v. Assessors, 22 Vroom 
 
 (N. J.) 75. 170 
 Piigh V. Hurtt, 52 How. Pr. 22. 84 
 
 Railroad Co. v. Nickals, 119 U. S. 
 
 296. 66 
 Railway Age v. Garnett, 17 Week. 
 
 Dig. 250. 92 
 RaisbeclcT/.Oesterricher, 4 Abb. N. C. 
 
 444. 90. 91. 99 
 Rathbon v. Snow, 123 N. Y. 343. 
 
 43.53 
 Recamier Mfg. Co. v. Seymour, 24 
 
 St Rep 54. 44 
 Rector, etc. v. Vanderbilt, 98 N. Y. 
 
 170. 51, 54 
 Reed v. Bank of Newburgh, 6 Paige 
 
 337. 33 
 Reed v. Hoyt, 51 N. Y. Super. Ct. 
 
 121. 35 
 Reed v. Keese, 60 N. Y. 616. 53 
 Re Germicide Co., 48 St. Rep. 294. 
 
 119 
 Re Townshend, 18 N. Y. Supp. 905, 
 
 46 St. Rep. 135. 119 
 Revere Copper Co., etc. v. Dimock, 
 
 90 N. Y. 33. 51 
 Reynolds v: Mason, 6 Week. Dig. 
 
 531. 52 
 Rice V. Rockefeller, 134 N. Y. 174. 
 
 61 
 Richards v. Brice, 1 5 Daly 144. 82 
 Richards v. Crocker, 19 Abb. N. C. 
 
 73. 55, 82 
 Richelieu Hotel Co. v. International 
 
 Encamp. Co., 29 N. E. Rep. 1044. 
 
 34 
 Richmond V. Iron, 121 U. S. 27. 84 
 Rittenhcuse v. Winch, 32 St. Rep. 
 
 506. 25 
 Roach V. Duckworth, 95 N. Y. 391. 
 
 50 
 Robins v. Shelby Taxing Distric":, 120 
 
 U. S. 489. 108 
 Robinson v. Attrill, 66 How. 121. 41 
 Robinson v. Thompson, 20 Week. 
 
 Dig. 551. 40 
 Rochester Savings Bank v. Averell, 
 
 96 N. Y. 467, 26 'Hun 643. 24, 25 
 
XXX 
 
 TABLE OF CASES. 
 
 [Rrferences 
 are to pa^es. 
 
 Rocky Mountain Nat. Bank v. Bliss, 
 
 89 N. Y. 338. 83 
 Rogers v. New York & Texas Land 
 
 Co., 134 N. Y. 197. 90 
 Rome Savings Bank v. Krug, 102 
 
 N. Y. 331. 116 
 Rorke v. Thomas, 56 N. Y. 559. 39, 
 
 50. S' 
 Rossie V. Lead M. Co., 5 Hill 137. 35 
 Rudd V. Robinson, 126 N. Y. 1 1 1. 35 
 Ruggles V. Brock, 6 Hun 164. 64 
 Runyan v. Lessee of Coster, 14 Pet. 
 
 122. 105 
 Rutter V. Kilpatrick, 63 N. Y. 604. 
 
 64 
 Ryderw. Bushwick R. Co., 45 St. Rep. 
 
 388. 61 
 
 Sandbom v. Lefferts, 58 N. Y. 179. 
 
 50. 52. 53. 54 
 Sanders v. Wilmington Cotton Mills, 
 
 N. Y. L. J.Feb. 15, 1893. 112. 
 Sargent v. Sargent Granite Co., N. Y. 
 
 L. J. April 25, 1893. 44 
 Savings Asso. v. O'Brien, 51 Hun 45. 
 
 84 
 Sawyer v. Rosebrock, 48 Hun 453. 
 
 83 
 Schenck v. Andrews, 46 N. Y. 589. 
 
 66 
 Schoharie Valley R. Co., 12 Abb. 
 
 N. S. 394. 123 
 Schoonmaker z/. Brooks, 24 Hun 553. 
 
 53 
 Schurr v. New York & B. S. L Co., 
 
 18 N. Y. Supp. 454, 45 St. Rep. 
 
 645. lOI 
 Scoit V. Middletown R. Co., 86 N. Y. 
 
 200. 43 
 Scoville V. Thayer, 105 U. S. 143. 68 
 Seacord v. Pendleston, 5$ Hun 579. 
 
 90 
 Sears v. Waters, 44 Hun loi. 53 
 Seneca County Bank v. Lamb, 26 
 
 Barb. 595. iii 
 Seymour v. Spring Forest Cemetery 
 
 Asso., 45 St. Rep. 520. 25 
 Sevmour v. Sturgess, 26 N. Y. 134. 
 
 82 
 Shaler & Hall Quarry Co. v. Bliss, 27 
 
 N. Y. 297. 51, S3 
 Shaler & Hall Quarry Co. v. Brewster, 
 
 10 Abb. 464. 51 
 Sheldon Hat Blocking Co. z*. Eicken- 
 
 myer Hat B. Co., 90 N. Y. 607. 
 
 35 
 
 Shellington v. Howland, 53 N. Y. 
 371, 67 Barb. 14. 47, 81, 83 
 
 Sheridan Electric Light Co. v. Chat- 
 ham Nat. Bank, 127 N. Y. 517, 52 
 Hun 580. 34 
 
 Sheridan v. Sheridan Electric Light 
 Co.. 38 Hun 396. 84 
 
 Sherlock v. AUmg, 93 U. S. 99. 108 
 
 Sherman Center Town Co. v. Morris, 
 2 Am. R. & Corp. Rep. 399. loi 
 
 Sherman v. Slayback, 58 Hun 255. 
 
 5° 
 Short V. Medbury, 29 Hun 39. 83 
 Skinner v. Smith, 134 N. Y. 240, 56 
 
 Hun 437. 35, 127 
 Slee V. Bloom, 19 J. R. 456. 54 
 Small V. Herkimer Mfg. Co., 2 N. Y. 
 
 33°- 67 
 Small T/. Minneapolis Electric Matrix 
 
 Co., 9 Ry. & Corp. L. J. 193. 31, 
 
 35 
 Smith V. Alabama, 124 U. S. 465. 
 
 Ill 
 Smith V. Alvord, 63 Barb. 41 5. 105 
 Smith V. American Coal Co., 7 Lans. 
 
 317. 39, 62 
 Smith V. Consolidated Stage Co., 18 
 
 Abb. Pr. 419. 35 
 Smith V. Danzig, 3 Civ. Pro. Rep. 129. 
 
 53 
 Smith V. Martin Anti-Fire Car Heater 
 
 Co., 47 St. Rep. 26. 43 
 Sodus Bay, etc. R. Co. v. Hamlin, 24 
 
 Hun 390. 64 
 Spencer v. Clark, 22 Week. Dig. 490. 
 
 84 
 Squires v. Brown, 22 How. Pr. 35. 
 
 53 
 St. Louis, etc. R. Co. v. Phila. Fire 
 
 Asso., 55 Ark. 163. U2 
 Star V. Andrews, 31 St. Rep. 188. 25 
 State V. McGrath, 5 S. W. Rep. 29. 
 
 92 
 State V. Nebraska Distilling Co., i 
 
 Am. R. R. & Corp. Rep. 604, 46 
 
 N. W. Rep. 155. 31 
 State ex rel. Watson v. Standard Oil 
 
 Co. (Ohio), 15 L. R. A. 145. 31 
 Sterne v. Hermann, 1 1 Abb. Pr. N. S. 
 
 376. 52 
 Stockton V. Central R. Co., 24 Atl. 
 
 Rep. 964, 17 L. R. A. 97. 31 
 Stokes V. Detrick (Md.), 23 Atl. Rep. 
 
 846. 35 
 Stokes V. Stickney, 96 N. Y. 323. 
 
 52 
 
References ~\ 
 4ire to pages. ^ 
 
 TABLE OF CASES. 
 
 XXXI 
 
 Stoutenburgh v. Hennick, 129 S. U. 
 
 141. 108 
 Stover V. Flack, 30 N. Y. 64. 81 
 Strong V. Brooklyn C. T. R. Co., 93 
 
 N. Y. 426. 71 
 Strong V. Smith, 15 Hun 222. 34, 
 
 123 
 Strong V. Sproul, 4 Daly 326. 50 
 Strong V. Wheaton, 38 Barb. 616. 
 
 82,83 
 Sturges V. Vanderbilt, 73 N. Y. 384. 
 
 83, 126, 142 
 Sullivan v. Venner, 45 St. Rep. 688. 
 
 35 
 Sutherland t. Olcott, 95 N. Y. 93. 9, 
 68 
 
 Talbot V. Fidelity & Casualty Co., 13 
 
 L. R. A. 584. 106 
 Tallmadge v. Fishkill Iron Co., 4 
 
 Barb. 382. 82 
 Taylor -v. Attrill, 31 Hun 132. 55 
 Taylor v. Earl, 8 Hun i. 35 
 Taylor v. Nostrand (Ct. App.), 45 St. 
 
 Rep. 397. 43 
 Thacher v. King (Mass.), 31 N. E. 
 
 Rep. 53. 41 
 The American Grocer v. The Grocer, 
 
 25 Hun 398. 92 
 Thomas v. Musical Mu. Pro. Union, 
 
 121 N. Y. 45, 49 Hun 171. 103, 
 
 124, 132 
 Thompson v. Stanley, 20 N. Y. Supp. 
 
 317- 84 
 Throop V. Hatch Lithographic Co., 
 
 125 N. Y. 530, 58 Hun 149. 73 
 Tighe V. Pope, 16 Hun 180. 29 
 Tinkham v. Bost, 31 Barb. 407. 
 
 126 
 Toledo Tie & Lumber Co. w. Thomas 
 
 (W. Va.), 2 Am. R.R. & Corp. R. 
 
 251. Ill 
 Torbett v. Goodwin, 42 St. Rep. 323. 
 
 Tovey v. Culver, 54 N. Y. Super. Ct. 
 404. 52 
 
 Tracy v. Yates, 18 Barb. 152. 81 
 
 Tradesman's Nat. Bank v. Manhat- 
 tan Lumber Co., 18 N. Y. Supp. 
 920. 44 
 
 Trask v. Peekskill Plough Works, 6 
 Hun 236. 15 
 
 Trevor v. Whitworth, L. R. 12 App. 
 Cas. 409 {1887). 63 
 
 Tucker z/. Gilman, 121 N. Y. 189, 45 
 Hun 193. 65, 67, 82, 83 
 
 Twin Lock Oil Co. v. Marbury, 18 
 
 Alb. L. J. 112. 42 
 Tyng V, Clark, 9 Hun 269. 50, 53. 
 
 Union Hotel Co. v. Hersee, 79 N. Y. 
 
 454- 64 
 Union Steamboat Co. v. Buffalo, 82 
 
 N. Y. 351. 4 
 United States v. Nelson (Minn.), 52 
 
 Fed. Rep. 646. 31 
 United States Vinegar Co. v. Schlegel, 
 
 N. Y. L. J. March 30, 1893. 30, 90 
 Utica Cotton Mfg. Co. v. Supervisors 
 
 ot Oneida, i Barb. Cb. 432. 188, 
 
 190 
 
 Vail V. Hamilton, 20 Hun 355, 85 N. 
 
 Y. 453. 24, 26, 34, 118 
 Van Aernam v. Bleistein, 102 N. Y. 
 
 355- II 
 Van Amburgh v. Baker, 81 N. Y. 46. 
 
 53 
 Van Cott V. Van Brunt, 82 N. Y. 535, 
 
 2 Abb. N. C. 283. 53, 6s, 66 
 Van Wagenen 7'. Clark, 22 Hun 497. 
 
 65 
 Vanderburgh v. Broadway R. Co., 29 
 
 Hun 348. 33 
 Vanderpoel v. Gorman, N. Y. L. J. 
 
 Mch. 24, 1893. 73, no, 112 
 Varnum v. Hart, 1 19 N. Y. 101. 74 
 Vatable v. N. Y., L. E., etc. R. Co., 
 
 96 N. Y. 49. 28 
 Veeder z*. Baker, 83 N. Y. 156. 50, 
 
 53.55 
 Vteder v. Judson, 91 N. Y. 374. 82, 
 
 132 
 Veeder v. Mudgett, 95 N. Y. 295. 9, 
 
 65,71, 81 
 Veiller v. Brown, 18 Hun 271. 65, 81 
 Vernon v. Palmer, 48 N. Y. Super. 
 
 231- 51.53 
 Vernon So. v. Hills, 6 Cow. 26. 33 
 Victory Webb Printing Co. v. Beech- 
 
 er, 97 N. Y. 651, 26 Hun 48. 49, 
 
 51 
 Viele V. Wells, 9 Abb. N. C. 277. 83 
 Vincent v. Sands, 33 N. Y. Super. 
 
 511, II Abb. Pr. N. S. 366. 49, 51, 
 
 53 
 Virginia Tide Water Coal Co. v. Mer- 
 cantile Trust Co., 35 St. Rep. 141. 
 39 
 
 Wahlig V. Standard Pump Mfg. Co., 
 25 St. Rep. 864. 44 
 
xxxu 
 
 TABLE OF CASES. 
 
 r Ke/erencts 
 \_are tojtagts* 
 
 Wait V. Nashua Armory Asso. (N. 
 
 H.), 14 L- R- A. 356. 44 
 Waite V. Ferguson, 14 Abb. Pr. 379. 
 
 82 
 Wakefield v. Fargo, 90 N. Y. 213. 
 
 80, 81 
 Wakeman v. Dalley, 51 N. Y. 27. 34 
 Wallace v. Walsh, 125 N. Y. 26. 49 
 Walton V. Coe, 1 10 N. Y. 109. 84 
 Walton V. Goodwin, 58 Hun 87. 55 
 Washburn & Moen Mfg. Co. v. Clark, 
 
 43 St. Rep. 709. 81 
 Weaver v. Borden, 49 N. Y. 286. 62 
 Webster v. Turner, 12 Hun 264. 35 
 Weed V. Weed, 94 N. Y. 243. 28 
 Weeks v. Love, 33 N. Y. Super. Ct. 
 
 397. 82 
 Weeks v. Silver Islet Co., 54 N. Y. 
 
 Super. I. 67 
 Welch V. Importers' & Traders' Nat. 
 
 Bank, 122 N. Y. 177. 5, 24, 25, 
 
 I2S 
 Welch V. Old Dominion, etc. R. Co., 
 
 31 St. Rep. 916. 90 
 Wellington v. C. C. & I. Co., 52 Hun 
 
 408. 8[ 
 Wenlock v. River Dee Co., 10 App. 
 
 Cas. 354, 19Q. B. D. 155. 24 
 Westelo V. Dewitt, 36 N. Y. 340. 61 
 Westerfield v. Radde, 67 How. Pr. 
 
 204. 49 
 Western Trans. Co. v. Scheu, 19 N. 
 
 Y. 408. 4 
 Western Wooden Ware Asso. v. 
 
 Starkey (Mich.), 9 Ry. & Corp. L. 
 
 J. 158. 31 
 Weymouth v. Dimock, 41 How. Pr. 
 
 92. 50 
 Weymouth, etc. Packet Co. (1891), i 
 
 Ch.66. 66 
 Wheeler v. Millar, 90 N. Y. 353. 62, 
 
 64, 65, 67, 82 
 Wheeler v. Miller, 24 Hun 541. 83 
 Whitaker v. Masterton, 106 N. Y. 
 
 277. 48. 55 
 White V. Price, 39 Hun f94. 81, 1 18 
 Whitehall, etc. R. Co. v. Meyers, 16 
 
 Abb. Pr. N. S. 34. 64 
 Whitford v, Laidler, 94 N. Y. 145. 
 
 102 
 Whitney v. Cammann, 45 St. Rep. 
 
 570. 49 
 
 Whitney Arms Co. v. Barlow, 63 N. 
 Y. 62, 68 N. Y. 34. 48, 49. 51, 52. 
 
 53. 54 
 Whittlesey v. Frantz, 74 N. Y. 456. 64 
 Wickens v. Foster, 22 W. D. 426. 55 
 Wilcox Silver Plate Co. v. Gieen, 72 
 
 N. Y. 17. 90 
 Wiles V. Suydam, 64 N. Y. 173, 10 
 
 Hun 578. 50, 52, 53, 8z, 84 
 Williams v. Meyer, 41 Hun 545. ()^ 
 Williams v. Montgomery, N. Y. L. J. 
 
 May 4, 1893. 118 
 Williams v. 'Taylor, 120 N. Y. 244. 67 
 Williams v. Western Union Tel. Co., 
 
 93 N. Y. 162. 39, 40, 62, 66, 71 
 Wintrinjham v. Rosenthal, 25 Hun 
 
 580. 65 
 Witter V. Grand Rapids, etc. Co., 78 
 
 Wis. 543. 9 Ry. & Corp. L. J. 236 
 
 (1891). 25 
 Wood V. Corry Water Works Co., 44 
 
 P'ed. Rep. 146, 12 L. R. A. 168. 25 
 Wood V. Knapp, 100 N. Y. 109. 103 
 Wood V. Lary, 47 Hun 550. 40, 66 
 Woodruff z/. Erie Ry. Co., 93 N. Y. 
 
 609. lOI 
 Woodruff & Beach Iron Works v. 
 
 Chittenden, 4 Bosw. 406. 82 
 Woodward v. Holland Medicine Co., 
 
 39St. Rep. 411. 132 
 Worthington Company v. Pfister 
 
 Binding Co., N. Y. L. J. Dec. 9, 
 
 1892. 74 
 Wyckoff -v. Lawson, N. Y. Trans. 
 
 App., p. 2. 49 
 Wyckoff 7/. Union L. & T. Co., 33 St. 
 
 Rep. 422. 90 
 Wyman v. Benner, N. Y. L. J. Jan. 
 
 31, 1893. 34 
 
 Young V. Brice, 18 St. Rep. 945. 11 
 Young V. Godwin, 46 St. Rep. 934. 
 
 55 
 Young V. Rondout, etc. Gas Light 
 Co , 129 N. Y. 57. 13 
 
 Zelaya Mining Co. v. Meyer, 28 St. 
 
 Rep. 759. 64 
 Ziegler v. Hoagland, 52 Hun 385, 25 
 
 St. Rep. 453. 34, 84 
 Zoller V. O'Keefe, 15 Abb. N. C. 483. 
 
 49 
 
The Business Corporations Law. 
 
 BEING LAWS OF 1892, CHAPTER 69I, ENTITLED: "AN ACT TO AMEND 
 THE BUSINESS CORPORATIONS LAW," AND AMENDING LAWS OF 
 1890, CHAPTER 567, ENTITLED: "AN ACT IN RELATION TO BUSI- 
 NESS CORPORATIONS, CONSTITUTING CHAPTER FORTV-ONE OF THE. 
 GENERAL LAWS"; WITH THE AMENDMENTS OF 1893. 
 
 Section i. Short title and limitation of chapter. 
 
 2. Incorporation. 
 
 3. Restriction upon commencement of business. 
 
 4. Reorganizatfon of existing corporations. 
 
 5. Payment of capital stock. 
 
 6. Full liability corporations. 
 
 7. Extension of business. 
 
 8. Consolidation of corporations. 
 
 9. Submission of consolidation agreement to stockholders. 
 
 10. Powers of consolidated corporations. 
 
 11. Transfer of property of old corporations to consolidated corpora- 
 
 tions. 
 
 12. Rights of creditors of old corporations. 
 
 13. District steam corporations. 
 
 14. Examination of meters by agent of district steam corporations. 
 
 15. Entry by agent of district steam corporation to cut off steam. 
 
 16. Water companies. 
 
 Section i. Short title and limitation of chapter. — This 
 chapter shall be known as the business corporations law, 
 but no corporation shall be formed under it for the pur- 
 pose of carrying on any business which might be carried 
 on by a corporation formed under any other general law 
 of the state authorizing the formation of corporations 
 for the purpose of carrying on such business. 
 
 Application and scope of the law. — The laws of this State in regard t» 
 corporations are now systematized as follows : The General Corporatioa 
 
2 BUSINESS CORPORATIONS LAW. [§ I 
 
 Law applies to all corporations of the State,' the Stock Corporation Law- 
 applies to all stock corporations excepting that Article one does not affect 
 monied corporations/ and the remaining specially named laws apply- 
 to the particular corporations that are empowered to act under them. 
 The corporations authorized to exist in the State are enumerated in § 2 
 of the General Corporation Law, and among them will be found the busi- 
 ness corporation, which is named as a stock corporation. The only other 
 corporations classified as stock corporations are monied corporations 
 and transportation corporations. These latter corporations are described 
 in the laws relating to them, but the character of a business corporation 
 is not defined, and the only specific provision in regard to the subject 
 is the negative one found in the above section. It would seem that a 
 positive proposition might better take the place of this negative one, 
 and that we gain more information by saying that any corporation which 
 proposes to carry on a business not provided for by the other corporation 
 laws of the State, may organize under the Business Corporations Law. 
 
 But even this is not altogether satisfactory, for one must still determine 
 what kinds of business may be conducted under the other laws of the 
 State, and it is seen by reference to § 2 of the General Corporation Law, 
 that there are many such laws. Corporators, therefore, are given the 
 unpleasant task of eliminating the laws that are inappropriate to their 
 needs, and on this account the Business Corporations Law is annoying 
 and indefinite. There does not appear to be any reason why a corpora- 
 tion, proposing to carry on any business which might be carried on by 
 any other stock corporation except a monied or a transportation corpo- 
 ration, should not organize as a business corporation if its corporators so 
 desire. For, inasmuch as the Business Corporations Law authorizes the 
 carrying on of " any lawful business,'' why should it not allow mixed 
 corporations, for example, to have the opportunity of coming under its 
 provisions ? As matter of fact, this would probably be an empty privi- 
 lege, because the laws designed for the particular corporations described 
 are more appropriate for their needs, and less exacting in their require- 
 ments, than the Business Corporations Law. And in no event would 
 any harm result to the State or to the public by allowing all such 
 organizations to become business corporations. If this were done, § i of 
 the law might read as follows : This chapter shall be known as the business 
 corporations law, attd any corporation having capital stock, except a 
 monied or a transportation corporation, may be formed under its provis- 
 ions. 
 
 The foregoing statement indicates the practical scope of the law. It is 
 the one general law for the organization and government of industrial 
 corporations. It takes the place of the prior general laws for the formation 
 
 ' See /oj/. General Corporation Law, ' See /(7j/, Stock Corporation Law, 
 
^ ] BUSINESS CORPORATIONS LAW. 3 
 
 of these corporations, and it is the law under which all manufacturing, 
 mining, mechanical, and business corporations must now form. 
 
 § 2. Incorporation. — Three or more persons may be- 
 come a corporation for the purpose of carrying on any 
 lawful business by making, signing, acknowledging and 
 filing a certificate which shall contain : 
 
 1. The name of the proposed corporation ; 
 
 2. The objects for which it is to be formed, including 
 the nature and locality of its business ; 
 
 3. The amount and description of the capital stock ; 
 
 4. The number of shares of which the capital stock 
 shall consist, each of which shall not be less than five 
 nor more than one hundred dollars ; 
 
 5. The location of its principal business office; 
 
 6. Its duration, which shall not exceed fifty years ; 
 
 7. The number of its directors, not less than three nor 
 more than thirteen, who shall each be a stockholder, 
 having at least five shares of stock ; 
 
 8. The names and post-office addresses of the directors 
 for the first year ; 
 
 9. The post-office addresses of the subscribers and a 
 statement of the number of shares of stock which each 
 agrees to take in the corporation. The certificate may 
 contain any other provision for the regulation of the 
 business and the conduct of the affairs of the corporation 
 and any limitation upon its powers, and upon the powers 
 of its directors and stockholders, which does not exempt 
 them from any obligation or from the performance of 
 any duty imposed by law. 
 
 Compare L. 1811, c. 67, §§ i, 2 ; L. 1815, c. 47. § i : L. i8r6, c. 58, §§ r, 2 ; 
 L. 1817, c. 223 ; L. 1818, c. 67 ; L. i8ig, c. 102 ; L. 1821, c. 14 ; L. 1848, c. 40. 
 §§ I, 2 ; L. 1851, c. 14 ; L. 1853, c. 117 ; L. 1853, c. 333, § i ; L. 1855, c. 301 ; 
 L. 1857, c. 29, §§ I, 3 ; L. 1857, c. 262 ; L. 1863, c. 63 ; L. 1864, c. 337 ; L. 
 1865, c. 234 ; L. 1865, c. 307 ; L. 1866, c. 371 ; L. 1866, c. 799, § i ; L. 1866, c. 
 838; L. 1867, c. 509; L. 1868, c. 781; L. 1869. c. 605; L. 1870,0.773; L. 
 1871, t. 535, § I ; L. 1871, c. 657, § I ; L. 1872, c. 248 ; L. 1872, c. 426 ; L. 1872, 
 c. 609 ; L. 1872, c. 820 ; L. 1873, c. 616 : L. 1873, c. 814 ; L. 1874, c. 143 ; L. 
 
4 BUSINESS CORPORATIONS LAW. [§ 2 
 
 1874, c. 149 ; L. 1875, c. 113 ; L. 1875, c. 365 ; L- 1875, c 611, §§ i, 3 ; L. 1877, 
 c 374 S I ; L. 1879, c. 290 ; L. 1880, c. 85 ; L. 1880, c. 241, § 1 ; L. 1881, cs 
 58, 232. and 589; L. 1881, c. 351; L. i88i, c. 650; L. 1882, c. 273; L. 1882, c. 
 309; L. 1883, c. 238 ; L. 1883, c. 240 ; L. 1884, c. 267 ; L. 1885, c. 84 ; L. 1885, 
 c. 535 ; L. 1888, c. 313 ; L. 1890, c. 23 ; L. i8go, c. 119 ; L. 1890, c. 508 ; L. 
 1890, c. 567, § 2. 
 
 The certificate of incorporation. — Three or more persons of full age ' 
 may form a business corporation. A majority of such persons must be 
 residents of New Yorlc, and two-thirds of them must also be citizens of 
 the United States.'^ The certificate of incorporation must conform to 
 the above section, and in reference to the various matters required to be 
 stated therein it may be said : (i) The name of the corporation must not 
 be similar to that of any other domestic corporation. Apart from this, 
 no restriction is placed upon the selection of a corporate name,' and a 
 partnershipnamemay be continued without change. (2) The objects for 
 which the corporation is formed should be clearly and fully stated.'' The 
 certificate of incorporation is the business charter of the particular cor- 
 poration to which it relates, and it is of the utmost importance to the 
 company that its powers should be properly described. The nature of 
 the business of the company must be disclosed in a statement of its ob- 
 jects " and the locality of its business ; that is to say, the place where it 
 is to carry on its operations must be specified.' (3) In stating the amount 
 and description of the capital stock, it should appear by the certificate 
 whether any stock is preferred, and if so, how much. It is to be noticed 
 that specific permission is given to a company to have preferred stock at 
 the outset, and also to issue it subsequently upon the consent of all the 
 common stockholders.' No restriction is put upon the amount of capital 
 stock that a corporation may have, and there is provision both for in- 
 creasing and reducing capital subsequently.' (4) Shares of stock must 
 not be less than five dollars, nor more than one hundred dollars, and the 
 number of shares must of necessity be proportioned to the amount of 
 the entire capital and the value of each share. The value of shares may 
 be altered subsequently if this is desired.' (5) The location of the 
 principal business office of the company is a matter of importance, for 
 
 ' Post, General Coloration Law, ' See Duche v. Buffalo Grape Sugar 
 
 § 4. Co., 63 How. 516; People ex rel. Bel- 
 
 '■^ Post, General Corporation Law, § 4. knap v. Beach, 19 Hun 259. 
 
 ' Seeposi, General Corporation Law, ' See Union Steamboat Co. v. Buffalo, 
 
 § 6. 82 N. Y. 351 ; Western Trans. Co. w. 
 
 '' Under the act of 1848, it was im- Scheu, 19 N. Y. 408 ; Oswego Starch 
 
 proper to combine various general ob- Factory v. Dolloway, 21 N. Y. 449. 
 
 jects. See People ex rel. Belknap v. ' Post, Stock Corporation Law, § 47. 
 
 Beach, 19 Hun 259, But the present * Post, Stock Corporation Law, §§ 44 
 
 law is of an entirely different character et seq. 
 
 in this respect. « Post, Stock Corporation Law, § 56. 
 
§ 2] BUSINESS CORPORATIONS LAW. 5 
 
 the corporation is taxed for local purposes in the county where this 
 office is situated.' There is no provision in the law for changing this 
 office.'^ (6) The duration of a business corporation cannot be fixed for a 
 longer period than fifty years, but under the General Corporation Law ' 
 the existence of a company may be extended. (7) The number of di- 
 rectors, two of whom must be residents of New York,* must not be less 
 than three nor more than thirteen. It has been held under former laws 
 that those named in the certificate of incorporation may act for the first 
 year without being stockholders.' Subsequent directors must each hold 
 five shares of stock." The number of directors may be altered if this is 
 found desirable.' (8) The names and street number post-office ad- 
 dresses of the directors for the first year should be given. (9) The post- 
 office addresses of the subscribers and a statement of the number of shares 
 of stock which each agrees to take in the corporation must also be given. 
 The word " subscribers " is here used to designate the persons who sub- 
 scribe the certificate, although its more general use in corporation law is 
 to denote the subscribers to the stock of the corporation. No specific 
 amount of stock need be subscribed in order to form the corporation. 
 
 The last paragraph of subdivision 9, in § 2, gives ample opportunity to 
 corporations to adopt individual schemes of corporate control, and to 
 limit the powers of the stockholders, the directors, and even the cor- 
 poration itself.* 
 
 The certificate of incorporation may also contain provisions reserving 
 the rights of cumulative voting,' of issuing preferred stock.'" 
 
 (For form see post, Forms, I.) 
 
 Filing and recording the certificate. — The certificate of incorporation 
 must be filed and recorded in the office of the secretary of state, and 
 
 ' Post, Taxation Laws. ' McDowell v. Sheehan, 129 N. Y. 
 
 * § n of L. i8go, u. 567, founded on 200 ; Welch v. I. & T. Nat. Bank, 122 
 
 § 2 of L. 1861, c. 170, was omitted N. Y. 177 ; Craw v. Easterly, 4 Lans. 
 
 from the Business Corporations Law 513. 
 
 in 1892. " See Chemical Nat. Bankz'. Colwell, 
 
 ^ Post, General Corporation Law, 43 St. Rep. 876; Herries v. Wesley, 
 
 § 32. The Business Corporations Law, 13 Hun 492. 
 
 post, § 7, also provides for the ex- ' /'oj/. Stock Corporation Law, § 21. 
 
 tension of the term of existence of a * As to charter limitations upon the 
 
 business corporation, but the provision sale of stock, see American Nat. Bank v. 
 
 in the tJeneral Corporation Law is com- Oriental Mills (R. I.), 23 Atl. Rep. 795. 
 
 prehensive, and the provision in the ' Post, General Corporation Law, 
 
 Business Law should be stricken out. § 20. 
 
 < Post, General Corporation Law, '° Post, Stock Corporation Law, § 47. 
 
 §29- 
 
6 BUSINESS CORPORATIONS LAW. [§ 5 
 
 thereafter a duplicate certificate or a certified copy must be filed and 
 recorded in the office of the county clerk of the county in which the 
 corporation has its principal office.' The fees for filing the certificate in 
 the office of the secretary of state are $10,' and for recording fifteen 
 cents a folio,' and for filing in the county clerk's office six cents, and 
 for recording ten cents a folio.* Before the certificate can be filed in 
 the secretary of state's office, the organization tax of one-eighth of one 
 per cent, upon the capital of the corporation must be paid to the State 
 treasurer.'' 
 
 In presenting or forwarding the certificate of incorporation, care 
 should be taken to see that it is properly executed and that the notary's 
 certificate is attached. If it is forwarded, a certified check to the order 
 of the State treasurer for the amount of the organization tax should be 
 inclosed, with also another check to the order of the secretary of state 
 for his fees. If the certificate is approved by the secretary, the organiza- 
 tion tax will be paid, and a duplicate receipt for use in the office of the 
 county clerk will be returned to the person forwarding the papers. 
 Thereupon the duplicate certificate or certified copy must be filed and 
 recorded in the office of the county clerk of the county where the prin- 
 cipal business office of the corporation is located. 
 
 § 3. Restriction upon commencement of business. — No 
 such corporation shall engage in the transaction or 
 management of its business until one-half of its capital 
 stock shall have been subscribed ; nor until it shall have 
 filed in the ofifices where its certificates of incorporation 
 were filed, a further certificate stating that one-half of its 
 capital stock has been in good faith subscribed, executed 
 and acknowledged by its president or vice-president, and 
 its treasurer or secretary, and verified by them to the 
 effect that the statements contained in it are true. 
 
 See L. 1875, c. 611, § 7 ; L. 1890, c. 567, § 3. 
 
 One-half of capitaf to be subscribed. — Before business is commenced 
 by any corporation, it is necessary that one-half of the stock of the com- 
 pany should be subscribed, and that the certificate, of which a form is 
 
 ' Post, General Corporation Law, § 5. •■ Code of Civ. Pro. § 3304, post, 
 
 ' L. 1892, c. 683, Art. II., subd. 12 Appendix, 
 
 (rep'g L. 1882, c. 156), post. Appendix. ' For provisions of the law requiring 
 
 ' L. 1892, c. 683, Art. II., subd. 6, th^ payment qi this tax, see Taxation 
 
 post. Appendix. Laws, following Gen. Corp. Law, post. 
 
§ 4] BUSINESS CORPORATIONS LAW. 7 
 
 given subsequently, should be filed in both offices, where the certificate 
 of incorporation of the company is filed. The above section does not 
 require any specific amount of money to be paid upon subscriptions when 
 made, but a subsequent section of the Stock Corporation Law requires 
 that 10 per cent, must be paid in cash upon all subscriptions, which are 
 payable in money. ' Subscriptions payable in property may be made 
 upon the organization of the company,'^ and no cash payment is required 
 upon them. 
 
 (For form see post. Forms, II.) 
 
 § 4. Reorganization of existing corporations. — Any cor- 
 poration heretofore organized, except such corporations 
 as are prohibited by the first section of this chapter from 
 organizing thereunder, may reincorporate under this 
 chapter in the following manner : The directors of the 
 corporation shall call a meeting of the stockholders 
 thereof by publishing a notice, stating the time, place and 
 object of the meeting, signed by at least a majority of 
 them, in a newspaper of the county in which its principal 
 business office is situated, once a week, for at least three 
 successive weeks, and by serving upon each stockholder 
 at least three weeks before the meeting, a copy of such 
 notice either personally of by depositing it in the post- 
 office, postage prepaid, addressed to him at his last known 
 post-office address. The stockholders shall meet at the 
 time and place specified in the notice, and organize by 
 choosing one of the directors chairman, and a suitable 
 secretary, and shall then take a vote of those present in 
 person or by proxy upon the proposition to re-incorporate 
 under this chapter, and if votes representing a majority of 
 all the stock of the corporation shall be cast in favor of the 
 proposition, the officers of the meeting shall execute and 
 acknowledge a certificate of the proceedings, which cer- 
 tificate shall also contain the statements required by sec- 
 tion two of this chapter, and shall be filed, together with 
 
 Post, Stock Corporation Law, § 41. ' Lorillard v. Clyde, 86 N, Y. 384. 
 
8 BUSINESS CORPORATIONS LAW. [§ 5 
 
 a copy of the by-laws of the corporation, in the offices 
 where certificates of incorporation under this chapter are 
 required to be filed. From the time of such filing such 
 corporation shall be deemed to be a corporation organized 
 under this chapter, and if originally organized or incor- 
 porated under a general law of this State, it shall have 
 and exercise all such rights and franchises as it has here- 
 tofore had and exercised under the laws pursuant to which 
 it was originally incorporated and such re-organization 
 shall not in ay* way affect, change or diminish the exist- 
 ing liabilities of the corporation. 
 
 See L. 1875, c. 611, § 32 ; L. 1880, c. 187, § i ; L. 1885, c. 540, § i ; L. i8go, 
 c. 567. § 5. 
 
 Keorganization unnecessary. — There is no reason which forces existing 
 corporations to reorganize under the provisions of this section. The 
 corporation laws of the State repealed by the existing laws are merged ia 
 the new laws, and all corporations formed under the repealed laws are 
 now governed by the existing laws.' No advantage either is to be 
 derived by these corporations from reincorporation, as the statute seems 
 to contemplate the formation of the same corporation without change. 
 Corporations formed under special charters may find the law of value to 
 them. But it is held that the organization tax of one-eighth of one per 
 cent, must be paid if a corporation takes advantage of this law.'' This 
 is inequitable, and the legislature should alter the rule and provide that 
 the tax should apply only to increased capital, as was provided in the 
 recent legislative bill of the counsel to revise the tax laws.' 
 (For form see post. Forms, III.) 
 
 § 5. Payment of capital stock.— One-half of the capital 
 stock of every such corporation shall be paid in within 
 one year from its incorporation, or the corporation shall 
 be dissolved, an^ the directors within thirty days after 
 
 *So in original. vestment Co., 40 St. Rep. 139 (Furs- 
 ' See Close v. Potter, 2 Misc. Rep. i, man, J., Special Term). See also the 
 advance sheets official reports, No. T, de:isions in reference to this tax in 
 April 8, 1893. As to reorganization cases of the consolidation of corpora- 
 proceedings under another statute, see tions, post, Taxation Laws. 
 People V. Newburgh, etc. Plank Road 'Senate Bill, No. 321, Feb. 3, 1893, 
 Co., 23 Hun 172. § 180. 
 " See Matter of New York, etc. In- 
 
§ 6] BUSINESS CORPORATIONS LAW. 9 
 
 such payment shall make a certificate of the fact of such 
 payment, which shall be signed and acknowledged by a 
 majority of the directors, and verified by the president or 
 vice-president and secretary or treasurer, and filed in the 
 offices where the certificates of incorporation are filed. 
 The dissolution of any such corporation for any cause 
 shall not take away or impair any remedy against it, its 
 stockholders or officers, for any liabilities incurred pre- 
 vious to its dissoultion. 
 
 See L. 1848, c. 40, §S 10, ii ; L. 1875, c. 6n, §§ 37, 38 ; L. 1890, c. 567, § 6. 
 
 One-half capital to be paid in within one year. — The present law re- 
 quires one-half of the capital of every business corporation to be paid in 
 within one year, and calls for the filing of a certificate of this payment. 
 There is no time specified within which the entire capital of the com- 
 pany must be paid in. The decisions upon the corresponding sections 
 of the Manufacturing Act relate to the filing of a certificate upon the full 
 payment of capital.' And for the most part they bear upon the question 
 of the individual liability of stockholders which arose under the former 
 laws upon neglect to file the certificate required by them. The neglect 
 to file the certificate called for by the above section does not affect the 
 liability of stockholders under the present laws.* The provision imposing 
 the penalty of dissolution is the same as the former provision which re- 
 lated to the payment of the entire capital.* 
 
 The corporation is not dissolved by a mere failure to pay in the capital 
 
 called for; proceedings must be taken against it in order to effect its 
 
 dissolution.* Where the failure to record the corresponding certificate 
 
 under the law of 1848 was due to the negligence of the county clerk, the 
 
 penalty of liability to stockholders was not enforced.' The certificate 
 
 must be verified.* 
 
 (For form see post, Forms, IV.) 
 
 § 6. Full liability corporations. — Every corporation 
 formed under this chapter may be or become a full 
 
 ' See Veeder v. Mudgett, 95 N. Y. * Denike v. New York, etc. Lime 
 
 295; Brown v. Smith, 13 Hun 408, Co., 80 N. Y. 599 ; Moran i/. Lydecker, 
 
 affi'd 80 N. Y. 650 ; Plaas v. Housman, 27 Hun 582. See cases cited /aj/, Gen- 
 
 17 St. Rep. 671 ; Southworth & Jones, eral Corporation Law, § 31. 
 
 2d ed., § 100. ' Sutherland v. Olcott, 95 N. Y. 
 
 * See post. Stock Corporation Law, 93. See Bruce v. Driggs, 25 How. 
 
 § 54. Pr- 71. 
 
 ' People V. Buffalo Stone & Cement ' Brown v. Smith, 13 Hun 408, affi'd 
 
 Co., 131 N. Y. 140. 80 N. Y. 650. 
 
lO BUSINESS CORPORATIONS LAW. [§ 6 
 
 liability corporation by inserting a statement in the cer- 
 tificate of incorporation, that the corporation thereby 
 formed is intended to be a full liability corporation ; and 
 in case of an existing corporation, which is not a full 
 liability corporation, it may become such by filing in the 
 offices where certificates of incorporation are required to 
 be filed, a supplemental certificate stating that thereafter 
 the corporation intends to be a full liability corporation, 
 which certificate shall be executed and acknowledged by 
 the president and treasurer of the corporation or by the 
 board of directors, and shall have annexed thereto a copy 
 of a resolution, adopted by a two-thirds vote of the board 
 of directors, and the written consent of all the stock- 
 holders of the corporation, authorizing and consenting 
 to the change of the corporation to a full liability cor- 
 poration. If the corporation is formed as or becomes a 
 full liability corporation, all the stockholders of the cor- 
 poration shall be severally individually liable to its cred- 
 itors for all its debts and liabilities, and may be joined as 
 defendants in any action against it. No execution shall 
 issue against any stockholder individually until execution 
 has been issued against the corporation and returned un- 
 satisfied, and all the stockholders shall contribute a pro- 
 portionate share, according to the number of shares of 
 stock owned by each, of the amount paid by any stock- 
 holder on a judgment recovered against him individually 
 for a debt of the corporation, and he may recover from 
 the other stocldiolders in the corporation in a joint or 
 several action, the proper portion due by them and each 
 of them, of the amount paid by him on any such judg- 
 
 See L. 1875, c. 61 1, § 34 ; L. 1890, c. 567, § 7. 
 
 Nature of a full liability corporation. — A corporation with full liability 
 is a body which possesses many corporate advantages, but whose stock- 
 holders are not free from personal liability. Each stockholder in such a 
 
§ 7] BUSINESS CORPORATIONS LAW. I I 
 
 corporation is liable to its creditors for all its debts and liabilities. The 
 above section provides that an execution must be issued against the cor- 
 poration and returned unsatisfied before one may be issued against any 
 individual stockholder, and that a stockholder who pays a judgment may 
 have contributions from other stockholders.' 
 
 Joint stock associations may be formed under the statutes of the State 
 applicable to these organizations.' They resemble full liability corpora- 
 tions in many respects. A limited liability corporation may be converted 
 into a full liability corporation by the unanimous consent of its stock- 
 holders. 
 
 (For form see post. Forms, I.) 
 
 § 7. Extension of business. — Any corporation incorpo- 
 rated under this article within one year from the date of 
 its certificate of incorporation, may extend its business 
 beyond that mentioned in its original certificate, provid- 
 ing the proposed extension of business shall be of the 
 same general character as that stated in and which might 
 have been properly included in the original certificate, by 
 executing and filing as required for the original certificate, 
 an amended certificate stating the extension of business 
 proposed and that the same has been authorized by a 
 vote of stockholders representing three-fourths of the 
 capital stock, at a meeting called and held, as provided in 
 section two, and a copy of the proceedings of such 
 meeting, verified by the affidavit of at least three of the 
 directors present thereat, shall be filed with such amended 
 certificate. 
 
 See L. 1848, c. 40, |§ 20, 21, 22 ; L. 1875, c. 611, § 39 ; L. 1888, c. 513, § i ; 
 L. i8qo, c. 567, § 8. 
 
 Method of altering business. — The above section seems to be practi- 
 cally superseded by § 32 of the Stock Corporation Law.* That section 
 gives much broader power than the above and is free from its uncertain- 
 ties. The General Corporation Law specifies the manner in which pro- 
 
 ' Compare L. 1875, c. 611, § 186, and N. Y. 355, and post. Appendix. See 
 
 see Young v. Brice, 18 St. Rep. 945. also/w/, Taxation Laws. 
 
 ' See McCabe v. Goodfellow. 133 ' See post. Stock Corporation Law, 
 
 N. Y. 89 ; Van Aerman v. Bleistein, 102 § 32. 
 
12 BUSINESS CORPORATIONS LAW. [§ 8 
 
 visions of different laws referring to the same subject are to be construed," 
 but there is no need for the above section and it should be repealed. 
 (For form see post. Forms, V.) 
 
 § 8. Consolidation of corporations.-^ny two or more 
 corporations organized under the laws of this state for the 
 purpose of carrying on any kind of business of the same 
 or of a similar nature, which a corporation organized 
 under this chapter might carry on, may consolidate such 
 corporations into a single corporation, as follows : The 
 respective boards of directors of such corporations may 
 enter into and make an agreement, under their respective 
 corporate seals, for the consolidation of such corporations, 
 prescribing the terms and conditions thereof, the mode of 
 carrying the same into effect, the name of the new cor- 
 poration, the number of directors who shall manage its 
 affairs, not less than three nor more than thirteen, the 
 narnes and post-office addresses of the directors for the 
 first year, the term of its existence, not exceeding fifty 
 years, the name of the town or towns, county or counties, 
 in which its operations are to be carried on, the name of 
 the town or city and county in this state in which its 
 principal place of business is to be situated, the amount 
 of its capital stock, which shall not be larger in amount 
 than the fair aggregate value of the property, franchises 
 and rights of such corporations, and the number of shares 
 into which the same is to be divided, the manner of dis- 
 tributing such capital stock among the holders thereof, 
 and if such corporations, or either of them, shall have 
 been organized for the purpose of carrying on any part 
 of its business in any place out of this state, the agree- 
 ment shall so state, with such other particulars as they 
 may deem necessary. 
 
 See L. 1867, c. 960, § i ; L. 1877, c. 374, § 2 ; L. 1873, c. 616, § i ; L. 1884, 
 c. 367, § I ; L. 1890, c. 567, § 13. 
 
 ' Post, General Corporation Law, § 33. 
 
§ 9] BUSINESS CORPORATIONS LAW. 13 
 
 What corporations may consolidate. — The above section makes three 
 things essential in order that corporations may consolidate. First, the 
 corporations desiring to consolidate must be organized under the laws of 
 this State ; second, they must be formed for the purpose of carrying on 
 business " of the same or of a similar nature" ' ; and third, each corporation 
 must be engaged in carrying on business of a kind that a corporation 
 may carry on* under the Business Corporations Law. Proceedings to 
 consolidate begun under a former statute before its repeal may be carried 
 to completion thereunder, notwithstanding its repeal during the process 
 of consolidation." 
 
 In proceedmgs to consolidate, the next following sections should be 
 carefully followed, as a strict compliance with the statute is necessary. 
 
 {For forms see post, Forms, VI.) 
 
 Organization tax upon consolidation. — Upon the consolidation of two 
 corporations the statute provides that an organization tax of one-eighth 
 of one per cent, shall be imposed upon the excess of capital over and 
 above the aggregate capital of the two companies consolidating.' It is 
 now settled that three corporations consolidating are also entitled to 
 the benefit of this provision— the word two in the statute being used to 
 include two or more.* 
 
 § 9. Submission of consolidation agreement to stock- 
 holders. — Such agreement shall be submitted to the 
 stockholders of each of such corporations, at a meeting 
 thereof to be called upon notice of at least two weeks, 
 specifying the time, place and object thereof, and ad- 
 dressed to each at his last known post-office address, and 
 deposited in the post-office, postage prepaid, and pub- 
 lished for at least two successive weeks in one of the 
 newspapers in each of the counties of this state in which 
 either of such corporations shall have its place of busi- 
 ness, and if such agreement shall be approved at each of 
 such meetings of the respective stockholders separately, 
 
 ' See Young v. Rondout, etc. Gas ation Laws, where this subject is more 
 
 Light Co., 129 N. Y. 57. fully discussed. 
 
 ' Cameron v. New York & Mt. * People ex rel. Eickmeyer Field Co. 
 
 Vernon Water Co , 133 N. Y. 336, 62 v. Rice, N. Y. L. J., Dec. i, 1892 (G. T. 
 
 Hun 269. See also People i-. North 3d D.). Affirmed by the Court of Ap- 
 
 River Sugar Refining Co., 121 N.Y. 582. peals. See Table of Cases. 
 
 " See L. 1892, c. 668, post. Tax- 
 
14 BUSINESS CORPORATIONS LAW. [§ 9 
 
 by the vote by ballot of the stockholders owning at least 
 two-thirds of the stock, the same shall be the agreement 
 of such corporations, and a sworn copy of the proceed- 
 ings of such meetings, made by the secretaries thereof, 
 respectively, and attached thereto, shall be presumptive 
 evidence of the holding and action of such meetings. 
 Such agreement and verified copy of proceedings of such 
 meetings shall be made in duplicate, one of which shall 
 be filed in the office of the secretary of state, and the 
 other in the office of the clerk of the county where the 
 principal business office of the new corporation is to be 
 situated in this state,* and thereupon such corporations 
 shall be merged into the new corporation specified in 
 such agreements, to be known by the corporate name 
 therein mentioned, and the provisions of such agreement 
 shall be carried into effect as therein provided. If any 
 stockholder, not voting in favor of such agreement to 
 consolidate, shall at such meeting, or within twenty days 
 thereafter, object to such consolidation and demand pay- 
 ment for his stock, such stockholder or such new cor- 
 poration, if the consolidation takes effect at any time 
 thereafter, may at any time within sixty days after such 
 meeting apply to the supreme court at any special term 
 thereof held in the district in which any county is sit- 
 uated in which such new corporation may have its place 
 of business, upon at least eight days notice to the new 
 corporation, for the appointment of three persons to ap- 
 praise the value m{ such stock and the court shall appoint 
 three such appraisers and designate the time and place of 
 their first meeting, with such directions in regard to their 
 
 ' The fees to be paid the secretary of cording a certificate of incorporation, 
 state and the county clerk are the same See ante, p. 6. 
 that must be paid upon filing and re- 
 
§ lo] BUSINESS CORPORATIONS LAW, 1 5 
 
 proceedings as shall be deemed proper, and also direct 
 the manner in which payment for such stock shall be 
 made to such stockholder. The court may fill any va- 
 cancy in the board of appraisers occurring by refusal or 
 neglect to serve or otherwise. The appraisers shall meet 
 at the time and place designated, and they or any two of 
 them, after being duly sworn honestly and faithfully to 
 discharge their duties, shall estimate and certify the value 
 of such stock at the time of such dissent, and deliver one 
 copy to such new corporation, and another to such stock- 
 holder if demanded ; the charges and expenses of the 
 appraisers shall be paid by the new corporation. When 
 the new corporation shall have paid the amount of such 
 appraisal, as directed by the court, such stockholder shall 
 cease to have any interest in such stock and in the cor- 
 porate property of such corporation, and such stock may 
 be held or disposed of by such new corporation,' 
 
 See L. 1867, c. q6o, §§ 2, 3 ; L. 1873, u. 616, §§ 2, 3 ; L. 1884, c. 367, §§ 2, 3 ; 
 L. 1890, c. 567, § 14. 
 
 § 10. Powers of consolidated corporations. — Such new 
 corporation in addition to the general powers of corpora- 
 tions shall enjoy the rights, franchises and privileges 
 possessed by each of the corporations so consolidated," 
 subject to the restrictions, liabilities, duties and provi- 
 sions contained in this chapter so far as the same may be 
 applicable to the purposes for which it shall have been 
 organized and expressed in the agreement for consolida- 
 tion, and may prosecute or carry on any kind of business 
 
 ' Consult : Langan v. Francklyn, 20 ' See People ex rel. The New York 
 N. Y. Supp. 404 ; Trask v. Peekskill Phonograph Co. v. Rice, 128 N. Y. 
 Plough Works, 6 Hun 236 ; American 591 ; 57 Hun 486. 
 Water Works Co. v. Venner, 45 St. 
 Rep. 441. 
 
1 6 BUSINESS CORPORATIONS LAW. [§§ II, 12 
 
 which each of the consolidating corporations was author- 
 ized by law to conduct. 
 
 See L. 1867, c. 960, § 4; L. 1873, c. 616, § 4; L. 1884, c. 367, §§ 4, 7; L. 1890, 
 c. 567, § 15, amended. 
 
 § II. Transfer of property of old corporations to consol- 
 idated corporations. — Upon such consolidation and organ- 
 ization of such new corporation, all and singular the 
 rights, privileges, franchises and interests of every kind 
 belonging to or enjoyed by the corporations so consoli- 
 dated, and every species of property, real, personal and 
 mixed, and things in action thereunto belonging, men- 
 tioned in such agreement of consolidation, shall be 
 deemed to be transferred and vested in, and may be en- 
 joyed by, such new corporation, without any other deed 
 or transfer ; and such new corporation shall hold and 
 enjoy the same, and all rights of property, privileges, 
 franchises and interests in the same manner and to the 
 same extent as if the several corporations so consolidated 
 had continued to retain the title and transact the business 
 of such corporations, and the title to real and personal 
 property and rights and privileges acquired and enjoyed 
 by either of the corporations shall not revert or be im- 
 paired by such consolidation, or anything relating thereto. 
 
 See L 1867, c. 960, § 5; L. 1873, c. 616, § 5; L. 1884, c. 367, § 5; L. 1890, c. 
 567, § 16, amended. 
 
 § 12. Rights of creditors of old corporations. — The rights 
 of creditors of any corporation that shall so be consoli- 
 dated shall not 4n any manner be impaired, nor any lia- 
 bility or obligation for the payment of any money due or 
 to become due to any person or persons, or any claim or 
 demand for any cause existing against any such corpora- 
 tion or against any stockholder thereof be released or 
 impaired by any such consolidation ; but such new corpo- 
 ration shall succeed to and be held liable to pay and dis- 
 
§13] BUSINESS CORPORATIONS LAW. 1 7 
 
 charge all such debts and liabilities of each of the 
 corporations consolidated in the same manner as if such 
 new corporation had itself incurred the obligation or 
 liability to pay such debt or damages and the stockholders 
 of the respective corporations consolidated shall continue, 
 subject to all the liabilities, claims and demands existing 
 against them as such, at or before the consolidation ; and 
 no action or proceeding then pending before any court 
 or tribunal in which any corporation that may be so 
 consolidated is a party, or in which any such stockholder 
 is a party, shall abate or be discontinued by reason of 
 such consolidation, but may be prosecuted to final judg- 
 ment, as though no consolidation had been entered into ; 
 or such new corporation may be substituted as a party in 
 place of any corporation so consolidated, by order of the 
 court in which such action or proceeding may be pending.' 
 
 See L. 1867, c. 960, § 6; L. 1873, c. 616, § 6; L. 1884, c. 367, § 6; L. 1890, 
 c 567, § i7i amended. 
 
 § 13. District steam corporations.— Any corporation now 
 or hereafter incorporated for the purpose of supplying 
 Steam to consumers from a central station or stations 
 through pipes laid in the public streets, shall be known 
 as a district steam corporation and upon the application 
 in writing of the owner or occupant of any building or 
 premises, within one hundred feet of any street main laid 
 down by any such corporation, and payment by him of 
 all money due from him to i't, such corporation shall 
 supply steam as may be required for heating such building 
 or premises, notwithstanding there may be rent or com- 
 pensation in arrears for steam supplied, or for meter, pipe 
 or fittings furnished to a former occupant thereof, unless 
 such owner or occupant shall have undertaken or agreed 
 
 ' Consult: Edison Electric Light Co. v. U. S. Electric Light Co., 2i Abb 
 N. C. 119. 
 
 2 
 
l8 BUSINESS CORPORATIONS LAW. [§ 1 4 
 
 with the former occupant to pay or to exonerate him 
 from the payment of such arrears, and shall refuse or 
 neglect to pay the same ; and if, for the space of twenty 
 days after such application, and the deposit, if required, 
 of a reasonable sum to cover the cost of connection and 
 two months' steam supply, the corporation shall refuse or 
 neglect to supply steam as required, it shall forfeit to 
 such applicant the sum of ten dollars and the further sum 
 of five dollars for every day thereafter during which such 
 refusal or neglect shall continue ; but no such corporation 
 shall be required to lay a service pipe for the purpose of 
 supplying steam to any applicant where the ground in 
 which such pipe is required to be laid shall be frozen, or 
 otherwise present serious obstacles to laying the same, 
 nor unless the applicant, if required, shall deposit in 
 advance with the corporation a sum of money sufficient 
 to pay for two months' steam supply and the cost of the 
 necessary connections and of the erection of a meter and 
 such other special apparatus as are required for use in 
 connection with such steam supply, nor unless the appli- 
 cant shall provide the space and right of way necessary 
 for the erection, maintenance and use of such connections 
 and apparatus, and signify his assent in writing to the 
 reasonable regulations of the corporation with reference 
 to the supply of steam to consumers. 
 
 See L. 1885, c. 549, §§ i, 2; L. 1890, c. 567, § 18. 
 
 § 14. Examiflation of meters by agent of district steam 
 corporations. — Any such corporation may make an agree- 
 ment with any of its customers, by which any of its 
 officers or agents shall be authorized at all reasonable 
 times to enter any dwelling, store, building, room or 
 place, supplied with steam by such corporation and occu- 
 pied by such customer, for the purpose of inspecting and 
 
■§ 15] BUSINESS CORPORATIONS LAW. 1 9 
 
 examining tiie meters, devices, pipes, fittings and appli- 
 ances for supplying or regulating the supply of steam, 
 and for ascertaining the quantity of steam consumed, or 
 the quantity of water resulting from the condensation of 
 steam consumed. Every such agreement shall further 
 provide that such officer or agent shall exhibit his written 
 authority if requested by the occupant of such dwelling, 
 store, building, room or place. Any person who shall 
 directly or indirectly prevent or hinder such officer or 
 agent from entering such dwelling, store, building, room 
 or place, or from making such inspection or examination, 
 in violation of such agreement, shall forfeit to the corpo- 
 ration the sum of twenty-five dollars for each offense. 
 
 See L. 1880, c. 263, § 4; L. i8go, c. 567, § 19. 
 
 § 15. Entry by agent of district steam corporation to cut 
 off steam. — If any person or persons, corporation or as- 
 sociation supplied with steam by any such corporation, 
 shall neglect or refuse to pay the rent or remuneration 
 for such steam, or for the meter, device, pipes, fittings 
 or appliances, let by such corporation for supplying 
 steam, or for ascertaining the quantity of steam con- 
 sumed, or the quantity of water resulting from the con- 
 densation of the steam consumed, agreed upon or due 
 for the same, as required by his, their or its contract with 
 such corporation, the latter may thereupon stop and pre- 
 vent the steam from entering the premises of such person, 
 persons, corporation or association, so neglecting or 
 refusing to pay such rent or remuneration, and may also 
 in any case, in which a person is liable to pay a forfeiture, 
 or to a fine or imprisonment, by reason of any act to or 
 towards such corporation or its property for which such 
 forfeiture, fine or penalty is imposed by law, stop and 
 prevent the steam from entering the premises of the 
 
20 BUSINESS CORPORATIONS LAW. [§ 1 6 
 
 person so liable, or if such person be an officer or agent 
 of any corporation or association, stop and prevent the 
 steam from entering the premises of such corporation or 
 association. In all cases in which Such corporation is 
 authorized to stop and prevent the steam from entering 
 any premises, it may, by its officers, agents, or workmen, 
 enter into or on such premises between the hours of eight 
 o'clock in the forenoon and six o'clock in the afternoon 
 and cut off, disconnect, separate and carry away any 
 meter, device, pipe, fitting or other property of the corpo- 
 ration ; and may cut off, disconnect and separate any 
 meter, device, pipe or fitting, whether the property of the 
 corporation or not, from the mains or pipes of such cor- 
 poration. 
 
 See L. 1880, c. 263, § 5; L. 1883, c. 237; L. 1890, c. 567, § 20. 
 
 § 16. Water companies. — No corporation shall be formed 
 under this chapter for the purpose of accumulating, 
 storing, conducting, furnishing or supplying water for 
 domestic, manufacturing or municipal purposes in the 
 city of New York. 
 
 Any corporation formed for the purpose of supplying 
 any other city of the State with water, if unable to agree 
 with the owners of any real property required for the 
 purpose of the corporation for the purchase thereof may 
 acquire title thereto by condemnation. 
 
 See L. 1880, c. 85; L. 1881, c. 472; L. 1887, c. 486. 
 
 Formation of wa^er companies. — The first paragraph of the above sec- 
 tion seems to imply that a corporation formed " for the purpose of accumu- 
 lating, storing, conducting, furnishing or supplying water for domestic, 
 manufacturing or municipal purposes," may be organized under the 
 Business Corporations Law, provided that its operations are not to be 
 carried on in the city of New York. The first section of the Business 
 Corporations Law, however, prohibits the formation under that law of 
 any corporation that may be formed under another law of the State,' and 
 
 ' See ante, p. i. 
 
§ 1 6] BUSINESS CORPORATIONS LAW. 21 
 
 the Transportation Corporations Law specially provides for the formation 
 of water-works corporations.' These corporations, however, are such as 
 are formed " for the purpose of supplying water to any of the cities, 
 towns or villages, and the inhabitants thereof in this State." The prohi- 
 bition of section one of the Business Corporations Law, therefore, seems 
 to extend only to the particular class of water corporations authorized to 
 be formed under the Transportation Corporations Law, and water com- 
 panies formed for purposes other than those specified in that law, would 
 seem to be within the scope of the Business Corporations Law, provided 
 that their operations are not to be carried on in New York City. 
 
 Water companies formed under the Manufacturing Act of 1848, had 
 the power to condemn lands by the laws of 1880, c. 85, and 1881, c. 472. 
 This power was taken away from them by the repeal of the last-men- 
 tioned laws, by L. 1890, c. 567, § 21, and the object of the second para- 
 graph of the above section is to restore the power of condemnation. 
 
 ' See post. Appendix. 
 
The Stock Corporation Law. 
 
 BEING LAWS OF 1892, CHAPTER 688, ENTITLED : "AN ACT TO AMEND THE 
 STOCK CORPORATION LAW," AMENDING LAWS 1890, CHAPTER 564, 
 ENTITLED : " AN ACT IN RELATION TO STOCK CORPORATIONS, CON- 
 STITUTING CHAPTER THIRTY-EIGHT OF THE GENERAL LAWS," AS 
 AMENDED TO JUNE I, 1893. 
 
 ARTICLE I. General Powers ; Reorganization (§§ 1-7). 
 
 2. Directors and Officers; their Election, Duties 
 
 AND Liabilities (§§ 20-32). 
 
 3. Stock; Stockholders, their Rights and Liabili- 
 
 ties (§§ 40-SS). 
 
 ARTICLE I. 
 GENERAL POWERS; REORGANIZATION. 
 
 Section i. Short title, and application of chapter. 
 
 2. Power to borrow money and mortgage property. 
 
 3. Reorganization upon sale of corporate property and franchises. 
 
 4. Contents of plan or agreement. 
 
 5. Sale of property ; possession of receiver and suits against him. 
 
 6. Assent of stockholders to plan of readjustment. 
 
 7. Combinations prohibited. 
 
 Section i. Short title and application of chapter.— This 
 chapter shall be known as the stock corporation law, but 
 article one shall not apply to monied corporations. 
 
 See L. i8go, t. 563, § i. 
 
 § 2. Power to^ borrow money and mortgage property. — In 
 addition to the powers conferred by the general corpora- 
 tion law, every stock corporation shall have power to 
 borrow money or contract debts, when necessary for the 
 transaction of its business, or for the exercise of its cor- 
 porate rights, privileges or franchises, or for any other 
 
 lawful purpose of its incorporation ; and may issue and 
 
 (22) 
 
§ 2] STOCK CORPORATION LAW. 23 
 
 dispose of its obligations for any amount so borrowed, 
 and may mortgage its property and franchises to secure 
 the payment of such obligations or of any debt con- 
 tracted for the purposes herein specified ; and the amount 
 of the obligations issued and outstanding at any one time 
 secured by such mortgages, excepting mortgages given 
 as a consideration for the purchase of real estate, and 
 mortgages authorized by contracts made prior to May 
 first, eighteen hundred and ninety-one, shall not ex- 
 ceed the amount of its paid up capital stock, or an 
 amount equal to two-thirds of the value of its corporate 
 property at the time of issuing the obligations secured 
 by such mortgages, in case such two-thirds value shall 
 be more than the amount of such paid up capital 
 stock. No such mortgages, except purchase-money 
 mortgages shall be issued without the consent, of the 
 stockholders owning at least two-thirds of of * the stock of 
 the corporation, which consent shall be in writing and shall 
 be filed and recorded in the office of the clerk or register 
 of the county where it has its principal place of business, 
 or shall be given by vote at a special meeting of the 
 stockholders called for that purpose ; and a certificate of 
 the vote at such meeting, signed and sworn to by the 
 chairman and secretary of such meeting, shall be filed and 
 recorded as aforesaid. When authorized by such con- 
 sent, the directors, under such regulations as they may 
 adopt, may confer on the holder of any debt or obligation 
 secured by such mortgage the right to convert the prin- 
 cipal thereof, after two and not more than twelve years 
 from the date of the mortgage, into stock of the corpora- 
 tion ; and if the capital stock shall not be sufficient to 
 meet the conversion when made, the stockholders shall, 
 
 * So in original. 
 
24 STOCK CORPORATION LAW. [§ 2 
 
 in the manner herein provided, authorize an increase of 
 capital stock sufficient for that purpose. 
 
 See L. 1864, c. 517, § 2 ; L. 1867, c. 480, § i; L. 1S69, c. 706, § i; L. 1871, 
 c. 481, § 2; L. 1875, c. 88, § i; L. 1875, c. 611, § I3;.L. 3878, c. 163, § 1; L. 
 1878, c. 203, § 39; L. 1880, c. 182, § 1; L. 1888, c. 394; L. 1890, c. 564, § 2; L. 
 1892, c. 337. 
 
 • 
 
 Extent of power to mortgage. — The above section gives ample power 
 
 to corporations in respect to the purposes for which they may mortgage. 
 The decisions ' of the State relating to the power to mortgage for the 
 purpose of securing future debts, were based upon prio' statutes ' now 
 repealed, and the clause in the above section authorizing the borrowing 
 of money by a corporation for any lawful purpose of its incorporation, 
 removes any doubt as to the power of a corporation to secure by mort- 
 gage any lawful obligation. But it qualifies the general power to 
 mortgage ' and places a limit upon the amount of corporate obligations 
 of this character that may be outstanding at any one time, by providing 
 that these obligations must not exceed the amount of the paid-up capital 
 of the companj", or an amount equal to two-thirds of the value of its 
 corporate property at the time of issuing such obligations, in case such 
 two-thirds value shall be more than the amount of its paid-up capital.* 
 In calculating the amount of the obligations, mortgages given in consid- 
 eration for the purchase of property and mortgages authorized by 
 contracts made prior to May i, 1891, are excepted. 
 
 Maiimer of making corporate mortgage. — This section provides that 
 two thirds of the stock " of the corporation must consent to the giving 
 of the mortgage, and that this consent may be evidenced in either one of 
 two ways, namely : (i) Stockholders owning at least two-thirds of the 
 
 ' See Lord v Yonkers Fuel Gas Co., .122 N. Y. 165; Campbell v. American 
 
 99 N. Y. 547; Carpenter v. Black Hawk Zylonite Co., 122 N. Y. 455; Welch v. 
 
 Mining Co., 65 N. Y. 43; Central Gold I. & T. Bank, 122 N. Y. 177. Where 
 
 Mining Co. v. Piatt, 3 Daly 263; a corporation has a restricted right to 
 
 Martin «/. Niagara Falls Paper M'fg Co., mortgage, its bonds and mortgages 
 
 122 N. Y. 165. See also Jones v. Guar- beyond that limit were held to be void 
 
 anty and Indemnity Co., loi U. S. 622. in the case of Baroness Wenlock v. 
 
 ' See L. 1864, c. 517; L. 1878. c. 163; River Dee Co. (H. L.), 10 App. Cas. 
 
 Southworth & Jones on Mfg. & Bus. 354 (1885). See also a later report of 
 
 Corporations, § 134 et seq. the same case, ig Q B. D. 155 (1887), 
 
 ' See Rochester Savings Bank v. where it was held that the person loan- 
 
 Averell, 96 N. Y. 467; Greenpoint Sugar ing the money to the company would 
 
 Co. -v. Whitin, 69 N. Y. 328. But a be subrogated to the rights of creditors 
 
 corporation cannot mortgage its fran- who were paid therewith, 
 
 chises without statutory authority. ' Two-thirds of the issued stock is 
 
 Carpenter v. Black Hawk Gold Mining sufficient, Lyceum v. Ellis, 30 St. Rep. 
 
 Co., 65 N. Y. 43. 242 ; Vail v. Hamilton, 20 Hun 355. 85 
 
 *See Martin v. Niagara Falls, etc. Co.. N. Y 453. 
 
§ 2] STOCK CORPORATION LAW. 25 
 
 stock of the corporation may sign a written consent,' which shall be filed 
 and recorded in the office of the clerk or register of the county where the 
 corporation has its principal place of business ; or (2), the consent may be 
 given by vote at a special meeting of the stockholders called to consider 
 the question, and a certificate of the vote at such meeting, signed and 
 sworn to by its chairman and secretary, shall be filed and recorded in the 
 same manner as the written consent is required to be filed and recorded. 
 As the law makes no provision for calling this meeting in any special 
 manner, it should be called in accordance with the by-laws of the corpo- 
 ration. It is also provided by the above section that the consent given 
 may confer on the holders of any debt or obligation secured by such 
 mortgage the right to convert the principal, within the specified time, 
 into stock of the corporation ; and it also provides that if the capital stock 
 shall not be sufficient to meet the conversion when made, the stock- 
 holders shall authorize an increase of capital stock for the purpose. It 
 would seem that it would be safer for the corporation to reserve for itself 
 the right to make this conversion rather than to confer the right upon 
 the creditors, and, at all events, that a corporation should guard itself 
 from the complication which might arise in case those who are the 
 stockholders of the company at the time of the agreed-upon conversion 
 should refuse to vote for an increase of capital stock. 
 
 A chattel mortgage, containing a clause that the mortgage shall 
 become instantly due if a judgment is recovered against the corporation, 
 is payable at once upon the entry of judgment, and there is no property 
 upon which the judgment creditor may levy.' If the payment of bonds 
 
 ' A mortgage given after the required Co., 33 Hun 333; Cox v. Gould, 4 
 consent is obtained but not filed, is Blatch. 341; Fidelity Ins. etc. Co. v. 
 valid against the corporation and its Railroad Co., 138 Pa. 494 (i8gi); Man- 
 stockholders. Martin i/. Niagara Falls hattan Hardware Co. v. Phalen, 128 
 Paper Mfg. Co., 122 N. Y. 165. See Pa. no; Witter v. Grand Rapids, etc. 
 in reference to disputed mortgages, Co., 78 Wis. 543; 9 Ry. & Corp. L. J. 
 Campbell v. Argenta Gold & S. M. Co., 236 (1891); McDonald v. Chisholm, 131 
 51 Fed. Rep. i; 46 Alb. L. J. 178; Sey- 111. 274; Wood v. Corry Water Works 
 mour V. Spring Forest Cemetery Asso. , Co., 44 Fed. Rep. 146; 12 L. R. A. 168 
 45 St. Rep. 520; Dimpfel v. Ohio, etc. (1890); Paulding v. Chrome Steel Co., 
 R. Co., iioU. S. 209; Hubbell v. S. I. 94 N. Y. 334; Conklin v. Secor Sewing 
 Works, 36 St. Rep. 902; Rochester Machine Co., 55 How. Pr. 269. If 
 Savings Bank v. Averell, 96 N. Y. 467; there are but two stockholders, and 
 26 Hun 643; Denike v. N. Y. R. L. these consent, the mortgage is valid, 
 etc. Co., 80 N. Y. 599; Greenpoint Welch v. Importers' & Traders' Nat. 
 Sugar Co. v. Whitin, 69 N. Y. 328; Bank, 122 N. Y. 177; Star v. Andrews, 
 Lawrenceville Cement Co. v. Parker, 31 St. Rep. 188; Castle v. Lewis, 78 
 39 St. Rep. 864; Everson v. Eddy, 36 N. Y. 131. 
 
 St. Rep. 763; Preston v. Loughran, 58 ' Leadbetter v. N. H. Leadbetter, 
 
 Hun 210; Rhtenhouse v. Winch, 32 St. Limited, 125 N. Y. 290. 
 Rep. 506; Astor v. Westchester G. L. 
 
26 STOCK CORPORATION LAW. [§ 3 
 
 issued by a corporation is subject to a contingency, they are not nego- 
 tiable.' A stockholder may bring an action to foreclose a trust mortgage 
 when the trustee is incapacitated, and there is need of proceeding.* The 
 provisions of the trust deed must be followed.' 
 
 No consent is required to make a purchase-money mortgage valid, 
 although it is better practice to obtain the consent. A mortgage executed 
 without the requisite consent may be set aside.' 
 
 (For forms of certificate and consent to mortgage, see post, Forms, VII.) 
 
 § 3. Reorganization upon sale of corporate property and 
 franchises. — When the property and franchises of any 
 domestic stock corporation shall be sold by virtue of a 
 mortgage or deed of trust, duly executed by it, or pur- 
 suant to the judgment or decree of a court of competent 
 jurisdiction, or by virtue of any execution issued thereon, 
 and the purchaser at such sale shall acquire title to the 
 same in the manner prescribed by law, he may associate 
 with him any number of persons, not less than the num- 
 ber required by law for the incorporation of such corpo- 
 ration, a majority of whom shall be citizens and residents 
 of this state, and they may become a corporation, and 
 take and possess the property and franchises thus sold, 
 and which were at the time of sale possessed by the cor- 
 poration whose property shall have been so sold, upon 
 making, acknowledging and filing in the offices where 
 certificates of incorporation are required by law to be 
 filed, a certificate in which they shall describe by name 
 and reference to the law under which it was organized, 
 the corporation whose property and franchises they have 
 acquired, and the eourt by whose authority the sale had 
 been made, with the date of the judgment or decree 
 
 ' McClelland v. Norfolk Southern R. * Coman v. Lakey, 80 N. Y. 345; 
 
 Co., no N. Y. 469. Dubois v. Hall, 43 Barb. 26; Thomas 
 
 " Ettlinger v. Persian Rug & Carpet on Mortgages, § 121. 
 
 Co., 49 St. Rep. 408. ' Vail v. Hamilton, 20 Hun 355; 85 
 
 ' Batchelder v. Council Grove Water N. Y. 453. 
 Co., 42 St. Rep. 614. 
 
§ 4] STOCK CORPORATION LAW. 2^ 
 
 authorizing or directing the same, and a brief description 
 of the property sold, and also the following particulars : 
 
 1. The name of the new corporation intended to be 
 formed by the filing of such certificate. 
 
 2. The maximum amount of its capital stock and the 
 number of shares into which it is to be divided, specify- 
 ing the classes thereof, whether common or preferred, and 
 the amount of and rights pertaining to each class. 
 
 3. The number of directors, not less nor more than 
 the number required by law for the old corporation, who 
 shall manage the affairs of the new corporation, and the 
 names and post-office address of the directors for the 
 first year. 
 
 4. Any plan or agreement ^hich may have been en- 
 tered into at or previous to the time of sale, in anticipa- 
 tion of the formation of the new corporation, and 
 pursuant to which such purchase was made. Such cor- 
 poration shall be vested with and be entitled to exercise 
 and enjoy all the rights, privileges and franchises, which 
 at the time of such sale belonged to, or were vested in 
 the corporation, last owning the property sold, or its 
 receiver, and shall be subject to all the provisions, duties 
 and liabilities imposed by law on such corporations. 
 
 See L. 1873, c. 469 ; L. 1874, c. 430, §§ i, 2 ; L. 1878, c. 203, § 5 ; L- 1890, 
 c- 5641 § 3, unchanged. 
 
 § 4. Contents of plan or agreement. — At or previous to 
 the sale the purchasers thereat, or the persons for whom 
 the purchase is to be made, may enter into a plan or 
 agreement, for or in anticipation of the readjustment of 
 the respective interests therein of the mortgage creditors 
 and stockholders of the corporation owning such property 
 and franchises at the time of sale, and for the representa- 
 tion of such interests of creditors and stockholders in the 
 bonds or stock of the new corporation to be formed, and 
 
28 STOCK CORPORATION LAW. [§ 4 
 
 may therein regulate voting by the holders of the pre- 
 ferred and common stock at any meeting of the stock- 
 holders, and by the holders and owners of ^ny or all of the 
 bonds of the corporation foreclosed, or of the bonds 
 issued or to be issued by the new corporation, and such 
 right of voting by bondholders shall be exercised in such 
 manner, for such period, and upon such conditions, as 
 shall be therein described. Such plan or agreement must 
 contain suitable provision for the bondholders voting by 
 proxy, and must not be inconsistent with the laws of the 
 state and shall be binding upon the corporation, until 
 changed as therein provided, or as otherwise provided by 
 law. The new corporation when duly organized, pur- 
 suant to such plan or agreement and to the provisions of 
 law, may issue its bonds and stock in conformity with 
 the provisions of such plan or agreement, and may at any 
 time within six months after its organization, compromise, 
 settle or assume the payment of any debt, claim or lia- 
 bility of the former corporation upon such terms as may 
 be lawfully approved by a majority of the agents or 
 trustees intrusted with the carrying out of the plan or 
 agreement of re-organization, and may establish prefer-' 
 ences in respect to the payment of dividends in favor 
 of any portion of its capital stock and may divide its 
 stock into classes, but the capital stock of the new cor- 
 poration shall not exceed in the aggregate, the maximum 
 amount of stock jnentioned in the certificate of incor- 
 poration, nor shall the bonds issued by it exceed in the 
 aggregate the amount which a corporation is authorized 
 by the provisions of this article to issue.^ 
 
 See L. 1873, c. 469 ; L. 1874, c. 430, §§ i, 2 ; L. 1890, c. 564, § 4, unchanged. 
 
 ' Upon the general subject of the re- New York, Lake Erie, etc. R. Co., (j6 
 organization of a corporation upon a N. Y. 49 ; People v. Brooklyn, etc. 
 sale of its franchise, see : Vatable v. R. Co., 8gN. Y. 75 ; Weed v. Weed, 94 
 
§§ 5' 6] STOCK CORPORATION LAW. 29 
 
 § 5. Sale of property ; possession of receiver and suits 
 against him. — The supreme court may direct a sale of the 
 whole property, rights and franchises covered by the mort- 
 gage or mortgages, or deeds of trust foreclosed at any 
 one time and place to be named in the judgment or 
 order, either in case of the non-payment of interest only, 
 or of both the principal and interest due and unpaid and 
 secured by any such mortgage or mortgages or deeds of 
 trust. Neither the sale nor the formation of the new 
 corporation shall interfere with the authority or posses- 
 sion of any receiver of such property and franchises, but 
 he shall remain liable to be removed or discharged at 
 such time as the court may deem proper. No suit or 
 proceeding shall be commenced against such receiver un- 
 less founded on willful misconduct or fraud in his trust 
 after the expiration of sixty days from the time of his 
 discharge ; but after the expiration of sixty days the new 
 corporation shall be liable in any action that may be 
 commenced against it, and founded on any act or omis- 
 sion of such receiver for which he may not be sued, and 
 to the same extent as the receiver, but for this section 
 would be or remain liable, or to the same extent that the 
 new corporation would be had it done or omitted the 
 acts complained of. 
 
 See L. 1873, <:. 469 ; L. 1874, c. 430, §§ i, 2 ; L. 1876, c. 446, §§ i, 2 ; L. 
 1890, c. 564, § 5, unchanged. 
 
 § 6. Stockholders may assent to plan of readjustment. — 
 Every stockholder in any corporation, the franchises and 
 property whereof shall have been thus sold, may assent 
 to the plan of readjustment and re-organization of inter- 
 
 N. Y. 243 ; Dutenhoffer v. A. R. Co., Abbott v. Jewett, 25 Hun 603 ; Tighe 
 
 3S St. Rep. 710; Bean v. A. L. & T. v. Pope, 16 Hun 180. And in refer- 
 
 Co., 34 St. Rep. 620; HoUins v. St. ence to taxation upon re-organization, 
 
 Paul, etc. R. Co., 29 St. Rep. 208 ; see post, Taxation Laws. 
 Post V. Simmons, i6 St. Rep. 246 ; 
 
30 STOCK CORPORATION LAW. [§ 7 
 
 ests pursuant to which such franchises and property shall 
 have been purchased at any time within six months after 
 the organization of the new corporation, and by comply- 
 ing with the terms and conditions of such plan become 
 entitled to his pro rata benefits therein. The commis- 
 sioners, corporate authorities or proper officers of any 
 city, town or village, who may hold stock in any corpora- 
 tion, the property and franchises whereof, shall be liable 
 to be sold, may assent to any plan or agreement of re-or- 
 ganization which lawfully provides for the formation of 
 a new corporation, and the issue of stock therein to the 
 proper authorities or officers of such cities, towns or vil- 
 lages in exchange for the stock of the old or former 
 corporation by them respectively held. And such com- 
 missioners, corporate authorities or other proper officers 
 may assign, transfer or surrender the stock so' held by 
 them in the manner required by such plan, and accept in 
 lieu thereof the stock issued by such new corporation in 
 conformity therewith. 
 
 See L. 1874, c. 430, § 4 ; L. 1890, c. 564, § 6 amended. 
 (For form of certificate of reorganization, see post. Forms, VIII.) 
 
 § 7. Combinations prohibited.— No stock corporation 
 shall combine with any other corporation or person for 
 the creation of a monopoly or the unlawful restraint of 
 trade or for the prevention of competition in any neces- 
 sary of life. 
 
 See L. i|54, c. 232, § 22 ; L. 1890, c. 564, § 7. 
 
 Illegal combinations. — The common law of this State in regard to the 
 combinations of corporations was declared in the case of The People v. 
 The North River Sugar Refining Company,' but the above section is 
 
 ' 121 N. Y. 582. Consult: Gray v. 46; Pierson v. Cronk, 26 Abb. N. C. 
 
 Oxnard Bros. Co., 59 Hun 389; Came- 25; 13 N. Y. Supp. 845; Diamond 
 
 ron V. Haveraeyer, 25 Abb. N. C. 438-; Match Co. v. Roeber, 106 N. Y. 473; 
 
 Good V. Daland, 121 N. Y. i; Pittsburg United States Vinegar Co. v. Schlegel, 
 
 Carbon Co. L't'd z-. McMillan, 119N.Y. N. Y. L. J., March 30, 1893. 
 
§7] 
 
 STOCK CORPORATION LAW. 3 1 
 
 somewhat more severe than the common-law rule. It prohibits combi- 
 nations with any other corporation or person for the purpose of, (1) the 
 creation of a monopoly, (2) the unlawful restraint of trade, (3) the pre- 
 vention of competition in any necessary of life.' There is no certain rule 
 by which it may be determined, however, whether combinations of corpo- 
 rations violate this section, and each case must depend upon its own 
 facts. The law of this State places no restriction upon the amount of 
 capital a corporation may employ, and it specifically authorizes the con- 
 solidation of certain corporations; it not only does not limit corporate 
 growth, therefore, but in effect it authorizes unlimited development. 
 
 It is, then, a question of much nicety to decide whether a combination 
 of corporations is effected in violation of the above section or is merely a 
 legitimate development of corporate business. The cases bearing upon 
 this general subject are collected in a note to the case of The State v. 
 Nebraska Distilling Company, as reported in the American Railroad and 
 Corporation Reports." Many of them are also cited in the New York 
 case already given and in the New Jersey cases referred to below.' After 
 an illegal combination has been effected, the attorney-general of this 
 State may institute proceedings to forfeit the charter of the company.* 
 The courts will lend no aid to the enforcement of contracts tending to 
 create an illegal combination.' A corporation cannot part with all its 
 charter rights and continue to exist.' 
 
 ' For the law passed by the legisla- * See People f . The Milk Exchange, 
 
 ture of 1893 upon this subject, see post, 133 N. Y. 565 (i8g2). 
 
 Appendix. ' Western Wooden Ware Asso. v. 
 
 '' See vol. I, p. 604 The case is Starkey (Mich.), g Ry. & Corp. L. J. 
 
 also reported in 46 N. W. Rep. 155. 158 (1890). See note 3, supra. 
 
 ' Stockton V. Central R. Co., 24 Atl. " People v. North River, etc. Co., 
 
 Rep. 964; 17 L. R. A. 97; EUerman v. 121 N. Y. 582; American Preservers 
 
 Chicago, etc Stock Yards Co. (N. J. Trust j/. Taylor Mfg. Co. (Mo.), 10 Ry. 
 
 Ch ), II Ry. & Corp. L. J. 97. Seealso & Corp L. J. 195 (1891): Small v. 
 
 State ex rel. Watson v. Standard Oil Minneapolis Eiectric Matrix Co., 9 Ry. 
 
 (Ohio), 15 L. R. A. 145; Matter of & Corp. L. J. 193 (1891); Easun v. 
 
 Richmond Retail Coal Co., 9 Ry. & Buckeye Brewing Co., 51 Fed. Rep. 
 
 Corp. L J. 31; United States v. Nelson 156 (1891). 
 (D. C. Minn.), 52 Fed. Rep. 646. See 
 Harvard Law Rev., vol. 4, p. 36. 
 
32 STOCK CORPORATION LAW. [§ 20 
 
 ARTICLE II. 
 
 DIRECTORS AND OFFICERS; THEIR ELECTION, DUTIES AND 
 
 LIABILITIES. ' 
 
 Section 20. Directors. 
 
 21. Change of number of directors 
 
 22 When acts of directors void. 
 
 23. Liability of directors for making unauthorized dividends. 
 
 24. Liability of directors for contracting unauthorized debts and over- 
 
 issue of bonds. 
 
 25. Liability of directors for loans to stockholders. 
 
 26. Transfers of stock by stockholders indebted to corporation. 
 
 27. Officers. 
 
 28. Inspectors and their oath. 
 
 29. Books to be kept. 
 30 Annual report. 
 
 31. Liability of officers for false certificates, reports or public notices. 
 
 32. Alteration or extension of busmess. 
 
 33. Sale of franchise and property. 
 
 § 20. Directors. — The directors of every stock corpora- 
 tion shall be chosen from the stockholders at the time 
 and place fixed by the by-laws of the corporation by a 
 plurality of the votes of the stockholders voting at such 
 election. Vacancies in the board of directors shall be 
 filled in the manner prescribed in the by-laws, and if a 
 director shall cease to be a stockholder his office shall 
 become vacant. Notice of the time and place of holding 
 any election of directors shall be given by publication 
 thereof, at least once in each week for two successive 
 weeks immediately preceding such election, in a news- 
 paper published in the county where such election is to 
 be held, and in sflch other manner as may be prescribed 
 in the by-laws. Policy holders of an insurance corpora- 
 tion shall be eligible to election as directors. At least 
 one-fourth in number of the directors of every stock cor- 
 poration shall be elected annually. 
 
 See L i8ii, c. 67, g 3, L. 1847, c. 2to, § 38: L. 1848, c. 37, § 3; L. 1848, c. 
 40, § 3: L. 1848, c 25g, § 5: L 1850 c 140, § 5; L 1852, c 228, § 3. L 1853, 
 c. 117, § 3; L. 1853, c. 135, §§ 3, 7; L 1853, c. 395. § 6, L. I854, c. 232, § 3; 
 
§ 20] 
 
 STOCK CORPORATION LAW. 33 
 
 L. 1854, c. 282, § i; L. 1855, c. 425, L. 1857. c. 546, § 3; L. i860, c. 269, § i; 
 L. 1867, c. 971, g 5, L. 1867, c. 974, § 5. L. 1873, c. 710; L. 1875, c. 606, § 11; 
 L. 1875. c. 611, §§ 10, 26; L. 1877, c. 228, § 4; L. 1878, c. 203, § 5; L 1879, c, 
 393, § i; L. 1888, c. 462, § 4; L. 1890, c. 564, § 20. 
 
 Qualifications of directors. — Every director must be a stockholder to 
 the extent of five shares, and the law specifically provides that if a 
 director shall cease to be a stockholder his office shall become vacant.' 
 Two directors must be residents of New York. The whole number of 
 directors must be not less than three nor more than thirteen. There 
 is nothing in the law which prevents women from serving on the board 
 of directors. 
 
 Election of directors. — Notice of the time and place of holding an 
 election of directors must be given by publication once a week for two 
 successive weeks immediately preceding such election, in a newspaper 
 published in the county where the election is to be held, and in addition 
 to this any other notice called for by the by-laws of the corporation must 
 also be given. At least one-fourth of the directors must be elected 
 annually.'' The directors who receive a plurality of the votes of the 
 stockholders voting at the election are elected." Each stockholder is 
 entitled to one vote for or against each director for every share of stock 
 held by him for ten days immediately preceding the election,* unless 
 the corporation has reserved the right of cumulative voting in its cer- 
 tificate of incorporation or is otherwise entitled to this right,* or unless 
 the corporation in its certificate of incorporation has qualified the power 
 of the stockholders in this respect ° Subsequent sections of the General 
 Corporation Law regulate the method of voting at th'e annual election, 
 the giving of proxies, and the proceedings to be taken to elect directors 
 when the directors themselves fail to provide for the annual meeting. 
 The appointment of inspectors of elections and the manner of their per- 
 formance of their duties are regulated by a subsequent provision of the 
 Stock Corporation Law." In case a complete board is not elected, such 
 candidates as receive the proper number of votes are legally chosen.' The 
 election of unqualified persons is voidable but not void.'" Election will 
 
 ' See Chemical Nat. Bank v. Colwell, ' See anle, p. 5. 
 
 43 St. Rep 876. '' See past, General Corporation Law, 
 
 ' Compare L. 1848, c. 40, § 3 1 L- §§ 20-30. 
 
 1875, c. 611, § 10. See Vanderburgh v. * Post, § 28 
 
 Broadway R. Co., 29 Hun 348. ' Matter of Union Ins. Co., 22 Wend. 
 
 'Consult: Phillips v. Wickham, i 590; Vanderburgh ». Broadway R. Co., 
 
 Paige 590 ; People v Twaddle, 18 29 Hun 348 
 
 Hun 427 ; Reed v. Bank of Newburgh. '" People v Albany R. Co., 38 How. 
 
 6 Paige 337. Pr 228 ; Lovett v. German Refd. Ch., 
 
 ■• See /oj-A General Corporation Law, 12 Barb. 67 : Partridge v. Badger, 25 
 
 § 20. Barb. 146 ; Vernon So. v. Hills. 6 
 
 ' See post. General Corporation Law, Cow 26. 
 
 §20. 
 
 3 
 
34 
 
 STOCK CORPORATION LAW. 
 
 [§ 20 
 
 not be set aside for mere irregularities not affecting the result,' but the 
 meeting must be properly called and in all essential matters the law must 
 be carelully followed.* The right to vote is determined by the books 
 of the company.' An election held on a day subsequent to the regular 
 date of the election is valid.* ' 
 
 (For form of notice of annual meeting, see post. Forms, IX.) 
 
 Powers of directors. — The general power conferred upon trustees of 
 manufacturing companies under the law of 1848 and expressed as fol- 
 lows, " Companies shall be managed by not less than three nor more 
 than thirteen trustees," is now contained in section 29 of the General 
 Corporation Law.' The authorities holding under previous laws that the 
 directors in the absence of qualifying provisions in the statute, or in the 
 by-laws of the company, are entitled to supreme authority, are still ap- 
 plicable.' Courts will not interfere with the actions of a majority of the 
 directors, unless they are unquestionably against the interests of the cor- 
 poration.' Directors must always act within the charter and by-laws of 
 the company." They are the trustees for the stockholders' and the 
 creditors,'" and they must manage the affairs of the corporation in good 
 faith." They may appoint an executive committee to act for them." 
 They are permitted to deal with the corporation, but a director is not 
 
 ' Matter of Hudson R. R. Co., 19 
 Wend. 135 ; Matter of Wheeler, 2 Abb. 
 Pr. N. S. 361 ; People v. Tuthill, 31 
 N. Y. 550 ; Matter of Long Island R. 
 Co., 19 Wend. 37 ; Ex parte Murphy, 
 7 Cow. 153. 
 
 ' See Spelling on Corporations, § 386, 
 and cases cited. 
 
 ' See post, General Corporation Law, 
 § 20, and see Vail v. Hamilton, 85 
 N. Y. 453 ; Beardsley v. Johnson, 121 
 N. Y. 224, 16 St. Rep. 773 ; Strong v. 
 Smith, 15 Hun 222 ; Adderly v. Storm, 
 6 Hill 624 ; Matter of Empire City 
 Bank, 18 N. Y. 199^ Ex parte Will- 
 cocks, 7 Cow. 401. 
 
 * Beardsley v. Johnson, t2i N. Y. 
 224. See Matter of North Shore, etc. 
 Co., 63 Barb. 556. 
 
 ' See post. 
 
 ' Beveridge v. New York El. R. Co., 
 112 N. Y. i; Munson v. Syracuse, etc. 
 R. Co., 103 N. Y. 58 ; McNab v. 
 McNab& Harlin Mfg. Co., 41 St. Rep. 
 go6, 62 Hun 18 ; see note 7. 
 
 ■■ Gamble v. Queens County Water 
 Co., 123 N. Y. 91 ; Leslie v. Lorillard, 
 no N. Y. 519. Memo, by Patterson, 
 J., in Wyman v. Benner, N. Y. L. J. 
 Jan. 31, 1893. See Richelieu Hotel 
 Co. V. International Encampment Co., 
 29 N. E. Rep. 1044(1892) ; Atty.-Genl. 
 V. Great Eastern R. Co., 11 Ch. D. 
 480 ; Hampson v. Price's Patent Can- 
 dle Co., 45 L. J. (Ch.) 437. 
 
 ' They cannot release subscriptions. 
 Jones V. Terre Haute R. Co., 57 N. Y. 
 196 ; Howe v. Deuel, 43 Barb. 504. 
 
 ' Chase v. Vanderbilt, 62 N. Y. 307. 
 
 '" Bliss V. Matteson, 45 N. Y. 22. 
 
 " Brinckerhoff v. Bostwick, 88 N. Y. 
 52 ; Ziegler v. Hoagland, 25 St. Rep. 
 453 ; Arthur v. Griswold, 55 N. Y. 
 400 ; Wakeman v. Dalley, 51 N. Y. 
 27 ; Holmes, Booth and Haydens v. 
 Willard, 125 N. Y. 75. 
 
 '* Sheridan Electric Light Co. v. 
 Chatham Nat. Bank, 127 N. Y. 517, 
 aff'g 52 Hun 580 : see Morrill v. C. T. 
 Segar Mfg. Co., 32 Hun 543. 
 
Ǥ 20] 
 
 STOCK CORPORATION LAW. 
 
 35 
 
 allowed to vote upon any question in which he has a personal interest.' 
 Their power to contract in the ordinary affairs of the corporation is 
 supreme, and .it is impossible to put a time limit upon their contracts. 
 They may borrow money for the uses of the corporation." Directors 
 cannot dispose of all the assets of the company even with the consent of 
 a majority of the stockholders," although stockholders so consenting 
 would be estopped from attacking such action ; ' and where stockholders 
 do not object to a transfer of assets in payment of a debt it will be held 
 valid.' Dissenting stockholders should act promptly" and equitably.' 
 A transfer made by the directors with the consent of all stockholders is 
 illegal as respects creditors of the company.' If there are no creditors 
 such a transfer is valid,' unless a monopoly is thereby formed.'" Entries 
 made in the books of the corporation are not always evidence against 
 directors." A majority of the directors constitute a quorum unless the 
 by-laws provide otherwise ; a meeting of less than a quorum will not be 
 enjoined unless irreparable injury is threatened." Two trustees, being 
 the entire board, may obligate the company. '" 
 
 ' Gamble v. Queens County Water 
 Co., 123 N. Y. gr. See McNab v. 
 McNab & H. Mfg. Co., 62 Hun 18 ; 
 Martin v. Niagara Falls Paper Mfg. 
 Co , 122 N. Y. 165 ; Chicago Hansom 
 Cab Co. V. Yerkes (111.), 11 Ry. & 
 Corp. L. J. 265 (1892) ; McGourkey v. 
 Toledo, etc. R. Co., 146 U. S. 563 ; 
 Jameson v Caldwell (Or.), 31 Pac. Rep. 
 279, and editorial in N. Y. L. J. Dec. 
 19, 1892 ; Beers v. N. Y. Life Ins. Co., 
 49 St. Rep. 182 ; Inglehart v. Thou- 
 sand Islands Hotel Co , 109 N. Y. 454 ; 
 Cornell v. Clark, 104 N. Y. 451 ; Mun- 
 son V. Syracuse, etc. R. Co., J03 N. Y. 
 58 ; Reed v. Hoyt, 51 N. Y. Super. 
 Ct. 121 ; Kelsey v. Sargent, 40 Hun 
 150; McNaughton v. Osgood, 41 Hun 
 109 ; Copeland v. Johnson Mfg. Co., 
 47 Hun 235 ; Atlanta Hill Mining Co. 
 V. Andrews, 55 Super. Ct. 93 ; Barr v. 
 N. Y., L. E., etc. R. Co., 43 Alb. L. J. 
 151 ; Barnes v. Brown, 80 N. Y. 527 ; 
 Duncomb v. N. Y., etc. R. Co., 84 
 N. Y. 190. 
 
 'Curtis V. Leavitt, 15 N. Y. 9 ; Kent 
 •V. Quicksilver Mining Co., 78 N. Y. 
 
 159- 
 
 3 People V. Ballard, 134 N. Y. 269 ; 
 Taylor v. Earl, 8 Hun i ; Smith v. 
 Consolidated Stage Co., 18 Abb. Pr. 
 
 419; Rossie V. Lead. M. Co., 5 Hill 
 137. See also Skinner v. Smith, 134 
 N. Y. 240 ; Metropolitan Concert Co. 
 Lim. V. Abbey, 52 N. Y. Super. Ct. 
 97. See, however, § 33, post 
 
 * Webster v. Turner, 12 Hun 264. 
 See Stokes v. Detrick (Md.), 23 Atl. 
 Rep. 846. 
 
 ' Holmes & Gibbs Mfg. Co. v. 
 Holmes & Wessell Metal Co., 4 Am. 
 R. & Corp. Rep. 555, note. See Skinner 
 V. Smith, 134 N. Y. 240 ; Sheldon Hat 
 Blocking Co. v Eickenmyer Hat B. 
 Co., 90 N. Y. 607. 
 
 ' See Boyce v. Montauk Gas Coal 
 Co. (W. Va.), 16 S. W. Rep. 501 ; N. Y. 
 L. J. Feb. 6, 1893. 
 
 ■> Hanley v. Balch (Mich.), 53 N. W. 
 Rep. 954 
 
 'Cole V. Millerton Iron Co., 133 
 N. Y. 164. 
 
 " See decision of Ingraham, J., in 
 Columbus, Hocking Valley, etc. R. Co. 
 V. Lanier, N. Y. L. J. Feb. 4, 1893. 
 
 '" Small V. Minneapolis Electric Ma- 
 trix Co., 4 Am, R. & Corp. R. 31. 
 
 " Rudd V. Robinson, 126 N. Y. in. 
 
 " Sulivan v. Venner, 45 St. Rep. 
 688. 
 
 's Castle V. Lewis, 78 N. Y. 131. 
 
36 STOCK CORPORATION LAW. [§ ^ ^ 
 
 Directors' meetings. — Meetings of directors of a corporation should be 
 called in the manner provided for in the by-laws, and if no provision is 
 there made in regard to the subject, a reasonable notice must be given to 
 each director. A majority of the board must be present to constitute a 
 quorum, unless the by-laws otherwise provide.' There is no provision of 
 the law requiring meetings to be held within this State, and there would 
 seem to be no reason why the directors, who are agents of the corpora- 
 tion, should not meet lawfully anywhere where the corporation may do 
 business.'^ The law of the State is not, however, settled upon this 
 question,' and the prudent course is for the directors to hold important 
 meetmgs within the State, except in those cases where the corporation 
 has established a place of business in some other State. In these latter 
 cases there should be no objection to a meeting of directors in the locality 
 where the corporation itself has a legal status. Meetings of directors or 
 stockholders held out of the State are binding upon those participating 
 in them.* Directors cannot vote by proxy at meetings of the board.* 
 
 § 21. Change of number of directors.— The number of 
 directors of any stock corporation may be increased or 
 reduced, but not above the maximum nor below the 
 minimum number prescribed by law, when the stock- 
 holders owning a majority of the stock of the corporation 
 shall so determine, at a meeting to be held at the usual 
 place of meeting of the directors, on two weeks' notice 
 in writing to each stockholder of record. Such notice 
 shall be served personally or by mail, directed to each 
 stockholder at his last known post-office address. Proof 
 of the service of such notice shall be filed in the office of 
 the corporation at or before the time of such meeting. 
 The proceedings of such meeting shall be entered in the 
 minutes of the corporation and a transcript thereof, 
 verified by the j^esident and secretary of the meeting 
 
 ' Post, General Corporation Law, ' See Ormsby v. Vermont Copper 
 
 § 29. Co., 56 N. Y. 623; affi'g 8 J. & S. 406. 
 
 ■^ Morawetz on Corporations, § 533, ■* See Handley v. Stutz, 139 U. S. 417. 
 
 and cases cited; Spelling on Corpora- ' Craig Medicine Co. v. Merchants' 
 
 tions, § 383, and cases cited; Cook on Bank, 59 Hun 561. For provisions of 
 
 Stock, Stockholders, etc., 2d ed., § 592, the civil and penal codes, affecting 
 
 and cases. directors, see post, Appendix. 
 
§ 22] STOCK CORPORATION LAW. ^ 
 
 shall be filed in the offices where the original certificates 
 of incorporation were filed. If a corporation formed 
 under or subject to the banking law, the consent of the 
 superintendent of banks, and if an insurance corporation^ 
 the consent of the superintendent of insurance, shall be 
 first obtained to such increase or reduction of the number 
 of directors. 
 
 See L. 1848, c. 37; L. i860, c. 269, § 2; L. 1863, c. 134, § i; L. 1867, c. 
 248, § 2; L. 1875, c. 4, § i; L. 1875, c. 611, § lo; L. 1878, c. 316, § 2; L. 
 1879, c. 395, § i; L. i88i, c. 422; L. 1885, c. 171, § i; L. i8go, c. 23; L. i8go, 
 c. 564, § 21; L. 1891, c. 57. 
 
 Method of changing number of directors. — If a corporation desires to 
 change the number of its directors, it may do so, provided that it does 
 not decrease the number to less than three nor mcrease it to more than 
 thirteen, by securing a vote of the stockholders owning a majority of the 
 stock of the corporation, at a meeting to be held at the usual place of 
 meeting of the directors. Two weeks' notice of this meeting in writing 
 must be served personally upon each stockholder of record, or be sent by 
 mail directed to each stockholder at his last known post-office address. 
 Proof of the service of the notice must be filed in the office of the corpo- 
 ration at or before the time of the meeting. The proceedings of the 
 meeting must be entered in the minutes of the corporation and a tran- 
 script of the proceedings, verified by the president and secretary of the 
 meeting, must be filed in the office of the secretary of state and of the 
 county clerk of the county where the corporation has its principal place 
 of business. 
 
 (For form of certificate, see fast. Forms, X.) 
 
 § 22. When acts of directors void. — When the directors 
 of any corporation for the first year of its corporate exist- 
 ence shall hold over and continue to be directors after 
 the first year, because of their neglect or refusal to adopt 
 the by-laws required to enable the stockholders to hold 
 the annual election for directors, all their acts and pro- 
 ceedings while so holding over, done for and in the name 
 of the corporation, designed to charge upon it any lia- 
 bility or obligation for the services of any such director, 
 or any officer, or attorney or counsel appointed by them, 
 
38 STOCK CORPORATION LAW. [§ 2^ 
 
 and every such liability or obligation shall be held to be 
 fraudulent and void. 
 
 See L. 1885, c. 489; L. 1890, c. 564, § 22, unchanged. 
 
 Meaning of above section. — The above provision imposes the only- 
 penalty prescribed by the law for a failure to adopt by-laws. It relates 
 entirely to the by-law enabling stockholders to hold an annual elec- 
 tion for directors. By its terms, when the directors for the first year fail 
 to adopt a by-law permitting the stockholders to meet and elect direct- 
 ors, all the acts and proceedings of the directors who are holding over, 
 designed to charge upon the corporation any liability or obligation 
 for the services of a director, officer, or attorney appointed by them, 
 are fraudulent and void. No decisions are found under this section, but 
 any stockholder, it would seem, might prevent the corporation from 
 paying out any salaries to officers, directors, or any sum of money to 
 attorneys so long as the directors neglect or refuse to comply with its 
 terms. 
 
 § 23. Liability of directors for making unauthorized divi- 
 dends. — The directors of a stock corporation shall not 
 make dividends, except from the surplus profits arising- 
 from the business of such corporation ; nor divide, with- 
 draw or in any way pay to the stockholders, or any of 
 them, any part of the capital of such corporation, or 
 reduce its capital stock, except as authorized by law. In 
 case of any violation of the provisions of this section, the 
 directors under whose administration the same may have 
 happened, except those who may have caused their dis- 
 sent therefrom to be entered at large upon the minutes 
 of such directors at the time, or were not present when 
 the same happened, shall jointly and severally be liable 
 to such corporation and to the creditors thereof to the 
 full amount of the capital of such corporation so divided, 
 withdrawn, paid out or reduced. But this section shall 
 not prevent a division and distribution of the assets of 
 any such corporation remaining after the payment of all 
 its debts and liabilities upon the dissolution of such cor- 
 poration or the expiration of its charter. 
 
 See R. S., Part I., ch. 18, title 4, §2, 8th Ed., p. 1728 ; Birdseye's Ed., p. 678 ; 
 
§ 23] 
 
 STOCK CORPORATION LAW. 39 
 
 L. 1848, c. 40, § 13 ; L. 1854, c. 232, § 14 ; L. 1857, c. 546, § 13 ; L- 1875. c. 6ii, 
 § 19 ; L. 1890, c. 564, § 23. 
 
 Improper dividends. — The penalty for paying dividends which are not 
 from the surplus profits, or which impair the capital stock of the cor- 
 poration, is, that all directors present at the meeting voting to declare 
 the dividend, except those who cause their dissent to be entered upon 
 the minutes of the meeting, are jointly and severally liable both to the 
 corporation and to its creditors for the full amount of the capital of the 
 corporation, so divided, withdrawn, paid out, or reduced.' Former stat- 
 utes of the State made trustees and directors liable only to the creditors 
 of the corporation and not to the corporation itself. The Penal Code also 
 imposes criminal liability for the declaration of unauthorized dividends." 
 A novel question has been argued in a recent English case. There, it 
 was claimed that where a mining company was taking out its bituminous 
 rock year by yeai- it was using up its capital, and that it was improper for 
 it thus to convert its capital into money and to pay dividends without 
 making provision for a surplus fund which would serve to maintain its 
 capital intact.' In another recent English case, the issuing of bonds 
 as a dividend was enjoined by the court.* When dividends shall be paid 
 is ordinarily in the discretion of the directors, and the courts will not 
 interfere." Dividends when declared' belong to the stockholders of 
 record ; ' they may be assigned by them unless the by-laws of the com- 
 pany prevent. A transferee of stock is not entitled to declared divi- 
 dends unless the sale is made under a contract giving them to him." A 
 
 ' Consult Williams v. Western Union Cord (N. J.), 12 Ry. & Corp. L. J. 89 ; 
 
 Tel. Co., 93 N. Y. 162 ; Excelsior 24 Atl. Rep. 499. 
 
 Petroleum Co. v. Lacey, 63 N. Y. 422 ; 'See Beveridge v. N. Y., etc. R. Co., 
 
 Rorke v. Thomas, 56 N. Y. 559 ; Mer- 112 N. Y. i. 
 
 chants' Bank v. Bliss, 35 N. Y. 412 ; ' See Jermain v. L. S., etc. R Co., 91 
 
 Excelsior Petroleum Co. v. Embury, N.Y. 4S3; Peckhamp.Van Wagenen, 83 
 
 4 Hun 648 ; Anderson v. Speers, 21 N. Y. 40 ; Brisbane v. D. L. & W. R. 
 
 Hun 568 ; Hornor v. Henning, 93 U. S. Co., 94 N. Y. 204 ; 25 Hun 438 : Matter 
 
 228. See also Bolton v. Natal Land, of Le Blanc, 75 N. Y. 598 ; 14 Hun 8 ; 
 
 etc. Co. (1892), 2 Ch. 124 ; see Virginia Smith v. American Coal Co., 7 Lans. 
 
 Tide Water Coal Co. v. Mercantile 317 ; Manning v. Quicksilver Mining 
 
 Trust Co., 35 St. Rep. 141. Co., 24 Hun 360 ; Jones v. Terre 
 
 '^ Post, Appendix. Haute R. Co., 57 N. Y. 196 ; Kane v. 
 
 ' Lee V, Neuchatel Asphalt Co., 41 Bloodgood, 7 Johns. Ch. go. 
 
 Ch. D. I (1889). ■> See Hopper v. Sage, 112 N. Y. 
 
 ■• Hoole V. Great Western Ry. Co., 530 ; Hyatt v. Allen, 56 N. Y. 553 ; 
 
 L. R. 3 Ch. 262. Goldsmith v. Smith, 25 Hun 201 ; 
 
 'Williams v. Western Union Tel. Parks z/. Automatic Punch Co., 14 St. 
 
 Co., 93 N. Y. 162 ; McNab v. McNab Rep. 710 ; Hill v. Newichawanick Co., 
 
 & H. Mfg. Co., 62 Hun 18 ; Karnes v. 71 N. Y. 593 ; 8 Hun 459 : Boardman 
 
 Rochester, etc. R. Co., 4 Abb. Pr. v. Lake Shore, etc. R. Co., 84 N, Y. 
 
 N. S. 107 ; 33 N. Y. 238 ; Fougeray v. 157. 
 
40 STOCK CORPORATION LAW. [§ 24 
 
 corporation may declare stock dividends provided they are based upon 
 actual accumulations of property.' 
 
 § 24. Liability of directors for unauthorized debts and 
 over-issue of bonds. — No stock corporation, except a 
 monied corporation, shall create any debt, if thereby its 
 total indebtedness not secured by mortgage shall exceed 
 the amount of its paid-up capital stock, and the directors 
 creating or consenting to the creation of any such debt 
 shall be personally liable therefor to the creditors of the 
 corporation. If bonds or other obligations of the cor- 
 poration, secured by mortgage, are issued in excess of the 
 amount authorized by law, or in violation of law, the 
 directors voting for such over-issue, or unlawful issue, 
 shall be personally liable to the holders of the bonds or 
 other obligations illegally issued for the amount held by 
 them, and to all persons sustaining damage by such 
 illegal issues for any damage caused thereby. 
 
 See L. 1848, c. 40, § 23 ; L. 1853, t. 117, § 23 ; L. 1875, c. 611, § 22 ; L. 1890, 
 c 564, § 24. 
 
 Limit of indebtedness of corporation. — The above section must be 
 read in connection with section 3 of the Stock Corporation Law.'' A 
 distinction is made in the statute between debts secured by mortgages 
 and other debts, and it is provided by the above section that no stock 
 corporation " shall create any debt if thereby its total indebtedness, not 
 secured by mortgage, shall exceed the amount of its paid-up stock. " ^ 
 The words " not secured by mortgage " would seem to exclude all mort- 
 gage indebtedness and to authorize a general indebtedness up to the 
 limit of paid-up capital. If this interpretation of the statute is correct 
 a corporation that had mortgaged its property up to the limit allowed by 
 section 2 of this law, jjiay still create ordinary debts up to the limit above 
 specified without violating the law. And this seems to be the natural 
 meaning of the section, which in this regard differs from the laws of 
 1848 and 1875, and is entirely without interpretation by the courts. It is, 
 however, in its present shape a faulty provision and one which allows too 
 
 ' Williams v. Western Union Tel. '' Ante, p. 22. 
 
 Co., 93 N. Y. 162 ; Wood v. Lary, 47 ' See Robinson v. Thompson, 20 
 
 Hun 550 ; N. Y., Lake Erie, etc. R. Week. Dig. 551; Clare v. Thompson, 
 
 Co. V. Nichols, iig U. S. 296. 30 Hun 365. 
 
§ 2 5] STOCK CORPORATION LAW. 4 1 
 
 much freedom in this regard. The decisions under the section of the 
 law of 1848 corresponding to the above,' relate principally to the peculiar 
 provision of that law to the effect that liability should extend to the 
 excess of indebtedness over capital and not to the whole debt. It was 
 also held that the action to recover for this liability would survive.' 
 This section also imposes a penalty upon the directors who vote for an 
 over-issue or an unlawful issue of bonds or other obligations secured by 
 mortgage. All such directors are personally liable to the holders of the 
 bonds or obligations illegally issued for the amount held by them, and 
 they are also liable to all persons sustaining damage by such illegal issue. 
 
 § 25. Liability of directors for loans to stockholders. — No 
 loan of moneys shall be made by any stock corporation, 
 except a monied corporation, or by any officer thereof 
 out of its funds to any stockholder therein, nor shall any 
 such corporation or officer discount any note or other 
 evidence of debt, or receive the same in payment of any 
 installment or any part thereof due or to become due on 
 any stock in such corporation, or receive or discount any 
 note, or other evidence of debt, to enable any stock- 
 holder to withdraw any part of the money paid in by him 
 on his stock. In case of the violation of any provision 
 of this section, the officers or directors making such loan, 
 or assenting thereto, or receiving or discounting such 
 notes or other evidences of debt, shall, jointly and sever- 
 ally, be personally liable to the extent of such loan and 
 interest, for all the debts of the corporation contracted 
 before the repayment of the sum loaned, and to the full 
 amount of the notes or other evidences of debt so 
 received or discounted, with interest from the time such 
 liability accrued. 
 
 See L. 1848, c. 40, § 14; L. 1853, c. 117, § 14; L. 1875, c. 611, § 20; L. 1890, 
 c. 564. § 25- 
 
 ' See Chambers v. Lewis, 28 N. Y. 16; Robinson v. Attrill, 66 How. I2r. 
 
 455; Anderson v. Speers, 21 Hun 568; See further, Lovelace v. Doran & 
 
 McClave v. Thompson, 36 Hun 365; Wright Co., 40 St. Rep. 53; Hornorz/. 
 
 Patterson v. Robinson, 26 St. Rep. Henning, 93 U. S. 228; Thacher v. 
 
 685; 36 Hun 622, 116 N. Y. 193. King (Mass.), 31 N. E. Rep. 53. 
 
 ' McComb V. Kellogg, 16 St. Rep. 
 
42 STOCK CORPORATION LAW. [§§ 26, if 
 
 Prohibited loans to stockholders. — Directors and officers are forbidden 
 by the above section to maice any loan of corporate funds to a stock- 
 holder of the corporation, or to discount any stockholder's note, or to 
 receive any such note in payment of any part of a subscription to stock, 
 or to receive or discount any such note to enable a Stockholder to with- 
 draw any money paid by him on his stock. In case of a violation of 
 these provisions, the directors and officers participating therein, are 
 jointly and severally liable to the extent of the sum loaned ' and for the 
 amount of the note received or discounted as the section provides.' 
 
 § 26. Tranfers of stock by stockholder indebted to corpo- 
 ration. — If a stockholder shall be indebted to the corpora- 
 tion, the directors may refuse to consent to a transfer of 
 his stock until such indebtedness is paid, provided a copy 
 of this section is written or printed upon the certificate 
 of stock. 
 
 See L. 1875, c. 611, § 12; L. 1890, c. 564, § 26, unchanged. 
 
 Indorsement on stock certificates necessary. — To enable directors to 
 refuse to transfer the stock of a stockholder who is indebted to the cor- 
 poration, the above section must be printed upon the certificate of stock. 
 The section is permissive only.' 
 
 § 27. Officers.— The directors of a stock corporation may 
 appoint from their number a president, and may appoint 
 a secretary, treasurer, and other officers, agents and em- 
 ployes, who shall respectively have such powers and per- 
 form such duties in the management of the property and 
 affairs of the corporation, subject to the control of the 
 directors, as may be prescribed by them or in the by-laws. 
 The directors may require any such officer, agent or em- 
 ploye to give secty^ity for the faithful performance of his 
 duties, and may remove him at pleasure. The policy 
 
 ' Consult, Twin Lock Oil Co m. » See A. C. Nellis Co. v. Nellis, 
 Marbury, 18 Alb. L. J. 112; Clark v. 41 St. Rep. sgg. 
 
 Acosta, 9 Bosw. 158; Billings z/. Trask, » Consuh Hammond v. Hastings, 
 30 Hun 314; Boynton v. Hatch, 47 N. 134 U. S. 401, as to the lien of a 
 Y. 225. corporation upon shares of stock under 
 
 a Michigan statute. 
 
§ 27] 
 
 STOCK CORPORATION LAW. 43 
 
 holders of an insurance corporation shall be eligible to 
 election or appointment as its officers. 
 
 See L. 1848, c. 40, § 5; L. 1853, c. 117 § 5; L. 1853, c. 135, § 6; L. 1854, c. 
 232, § 5; L. 1857, c. 546, § b; L. 1874, c 143, § 5; L. 1875, c. 6n, §§6, 10; L. 
 1877, c. 228, § 5; L. 1878, c. 203, § 7; L. 1890, c. 564, § 27. 
 
 What officers are necessary. — Although the above section is permissive, 
 the law requires stock certificates' and reports of business corporations " 
 to be signed by two officers, and it is therefore necessary that there 
 should be a president and a secretary or treasurer. Moreover, to insure 
 compliance with these laws, it is advisable that there should be four 
 officers, namely, a president, a vice-president, a secretary, and a treasurer. 
 The president must be chosen from the board of directors, and the vice- 
 president, if given the ordinary right to act in behalf of the president in 
 his absence, should also be a director. The secretary and treasurer need 
 not be members of the board.^ 
 
 The officers derive their powers from the by-laws, and from the action 
 of the directors. It may be said also that the non-action of the directors 
 — that is, their acquiescence in officers' assumption of power ' — is fre- 
 quently a source of liberal authority.' Officers may not, however, exceed 
 the charter powers of the company so as to bind dissenting stockholders,' 
 but if the corporation itself sanctions the abuse of power, the delinquent 
 officers cannot be made to suffer the consequences.' An agent appointed 
 to act from a certain time, cannot bind the corporation before his 
 agency begins.' Officers are not entitled to salaries if there is no agree- 
 ment express or implied.' If the president of a corporation makesacon- 
 
 ' Post, Stock Corporation Law, § 40. 365; Dabney v. Stevens, 40 How. Pr. 
 
 ' Past, Stock Corporation Law, § 30. 341; Adriance v. Roome, 52 Barb. 399. 
 
 ' See Bolen 7j. Crosby, 49 N. Y. 183. ' Holmes, B. & H. v. Willard, 125 
 
 * See Holmes, B. & H. v. Willard, 125 N. Y. 75; Hitchcock v. Barrett. 50 Fed. 
 
 N. Y. 75; Kraft v. Freeman, etc. Asso., Rep. 653; Smithz/. Martin Anti FireCar 
 
 87N.Y. 628; Marine Bank i/.ButlerCol. Heater Co., 47 St. Rep. 26; McComb 
 
 Co., 23 St. Rep. 318; Mead v. Keeler, v. Barcelona Ap. Asso., 45 St. Rep. 
 
 24 Barb. 20; Partridge v. Badger, 25 784, 134 N. Y. 598. 
 
 Barb. 146; Lee v. Pittsburgh C & M. » Rathbun v. Snow, 123 N. Y. 343. 
 
 Co., 56 How. Pr. 373; Scott f. Middle- As to authority of an agent, see Taylor 
 
 town R. Co., 86 N. Y. 200; Ellis v. v. Nostrand (Ct. App), 45 St. Rep. 
 
 Howe Machine Co., 9 Daly 406; Ham- 397; Hamilton Coal Co. v. Bernhard, 
 
 ilton C. Co. V. Bernhard, 40 St. Rep. 40 St. Rep 875; Howell v. Joseph Ed- 
 
 875. wards Dredging Co., 36 St. Rep. 803; 
 
 'See also, Martin v. Niagara Falls Beneschz". John Hancock, etc. Ins Co., 
 
 Paper Mfg. Co., 122 N. Y. 165; Mer- 32 St. Rep. 73. 
 
 rill V. Consumers' (Coal Co., 114 N. Y. • Mather v. Eureka Mower Co., ii8 
 
 216; Davies v. N. Y. Concert Co., 36 N. Y. 629. See Kelsey v. Sargent, 40 
 
 St. Rep. 8r6; 128 N. Y. 635. Hun 150; McDowell v. Sheehan. 129 
 
 « Huntington v. Attrill, ti8 N, Y. N. Y. 200; 36 St. Rep. 104; Outterson 
 
44 
 
 STOCK CORPORATION LAW. 
 
 [§28 
 
 tract which is within the powers of the corporation, the burden of showing 
 it was not authorized or approved is upon the corporation.' An officer 
 has no right to bring an action without the authority of the directors.* 
 And a president issuing forged certificates of stock, does not bind the 
 corporation to one who makes an individual loan to him.^ In England 
 pensions may be given to retired officers or to their families.'' 
 
 § 28. Inspectors and their oath. — The inspectors of 
 election of every stock corporation shall be appointed in 
 the manner prescribed in the by-laws, but the inspectors 
 of the first election of directors and of all previous meet- 
 ings of the stockholders shall be appointed by the board 
 of directors named in the certificate of incorporation. 
 No director or officer of a monied corporation shall be 
 eligible to election or appointment as inspector. Each 
 inspector shall be entitled to a reasonable compensation 
 for his services, to be paid by the corporation, and if any 
 
 V. Fonda Lake Paper Co., 49 St. Rep. 
 556; Sargent v. Sargent Granite Co., 
 N. Y. L. J., April 25, 1893. 
 
 ' Patterson w. Robinson, 116 N. Y. 
 193; Fifth Nat Bank i'. Navassa Phos- 
 phate Co., 119 N. Y. 256; 56 Hun 136. 
 See also, as to the power of a presi- 
 dent : Jourdan v. Long Island R. Co., 
 115 N. Y. 380; Tradesman's Nat. Bank 
 V. Manhattan Lumber Co (Sup. Ct.), 
 18 N. Y. Supp. 920; J. M. Horton Ice 
 Cream Co. v Merritt (Sup. Ct.), 43 St. 
 Rep. 416; Potts V. Wallace, 146 U. S. 
 68g; Lyndon Mill Co. v. Lyndon Lit- 
 erary, etc. Inst., 63 Vt. 581 (1891); 
 Wait V. Nashua Armory Asso. (N. H.), 
 14 L. R. A. 356, note (1891); Merrill v. 
 G. C. Co., 23 St. Rep.*ii4. 
 
 '' American Water- Works Co. v. 
 Venner, 45 St. Rep. 441. See Re- 
 camier Mfg. Co. v. Seymour, 24 St. 
 Rep. 54. 
 
 ' Manhattan L. Ins. Co. v. Forty- 
 Second, etc. R. Co., 46 St. Rep. 130. 
 As to the powers of officers to make and 
 endorse notes, see Fifth Nat. Bank v. 
 Navassa Phosphate Co., 119 N. Y. 256; 
 
 Wahlig V. Standard Pump Mfg. Co., 
 
 25 St Rep. 864; Nat. Park Bank v. 
 German Am. Warehousing Co., 116 N, 
 Y. 281; Mather v. Union L. & T. Co., 
 
 26 St. Rep. 58; Davis Sewing Machine 
 Co. V. Best, 105 N. Y. 59; Davis v. 
 Rockingham Inv. Co. (Va ), 15 S. W. 
 Rep. 547; Mathews v. Dubuque Mat- 
 tress Co., 54 N. W. Rep. 225 (1893). 
 As to power of secretary to make a 
 lease, see: Filon f. Miller Brewing Co., 
 38 St. Rep 602; Bohm v. Loewers 
 Gambrinus Brewing Co., 30 St. Rep. 
 424; Hayden v. Wheeler & Tappan 
 Co., 49 St. Rep. 182. See article in 
 Am. Law Reg. & Rev. for March, 
 1893. on the " Relation of Officer of 
 Corporation to Stockholder." Until a 
 resignation is accepted it does not go 
 into effect. Durant Land Imp. Co. v, 
 Thomson-Houston Electric Co. (C. P.), 
 49 St. Rep. 715. 
 
 * See Henderson v. Bank of Austral- 
 asia, 40 Ch. D 170; 58 L. J. Rep., (Ch.) 
 117 (1888). See Beers v. N. Y. Life 
 Ins. Co., N. Y. L J , Dec. 2, 1892. 
 
§ 2g] STUCK CORPORATION LAW. 45 
 
 inspector shall refuse to serve, or neglect to attend at the 
 election, or his office become vacant, the meeting may 
 appoint an inspector in his place unless the by-laws other- 
 wise provide. The inspectors appointed to act at any 
 meeting of the stockholders shall, before entering upon 
 the discharge of their duties, be sworn to faithfully exe- 
 cute the duties of inspector at such meeting with strict 
 impartiality, and according to the best of their ability, 
 and the oath so taken shall be subscribed by them, and 
 immediately filed in the office of the clerk of the county 
 in which such election or meeting shall be held, with a 
 certificate of the result of the vote taken thereat. 
 
 See R. S., Part I., ch. 18, title 4 § 7 ; 8th Ed., p. 1730 ; Birdseye's Ed., p. 680 ; 
 L. 1890, c. 564, § 28. ^ 
 
 (For form of oath and of certificate of inspectors, see post. Forms, XI.) 
 
 Necessity for inspectors. — There must be at least two inspectors of 
 election.! The inspectors at the first election are to be appointed by the 
 directors named in the certificate of mcorporation, but all subsequent 
 inspectors must be elected as the by-laws require. The form of oath to 
 be taken by inspectors and the form of report to be made by them and 
 filed in the county clerk's office will be found in a subsequent part of this 
 book. 
 
 The necessity of filing this report in the county clerk's office in every 
 case is not apparent. The requirement makes the law needlessly cum- 
 bersome and exacting. So much so that in ordinary cases it probably 
 will not be generally complied with. The provision might with advan- 
 tage be modified so as to compel the inspectors to file a report when they 
 were requested so to do by a stockholder or creditor. 
 
 § 29. Books to be kept. — Every stock corporation shall 
 keep at its office, correct books of account of all its busi- 
 nfss and transactions, and a book to be known as the 
 stock-book, containing the names, alphabetically arranged, 
 of all persons who are stockholders of the corporation. 
 
 ' See Matter of Lighthall Mfg. Co., 635 : Ex parte Willcocks, 7 Cow. 402 ; 
 47 Hun 258. See also Matter of Che- Matter of Mohawk, etc. R. Co., ig 
 nango Co. Mut. Ins. Co., 19 Wend. Wend 135. 
 
46 STOCK CORPORATION LAW. [§ 29 
 
 showing their places of residence, the number of shares 
 of stock held by them respectively, the time when they 
 respectively became the owners thereof, and the amount 
 paid thereon. The stock- book of every such corporation 
 shall be open daily, during business hours, for the inspec- 
 tion of its stockholders and judgment creditors, who 
 may make extracts therefrom. No transfer of stock 
 shall be valid as against the corporation, its stockholders 
 and creditors for any purpose, except to render the trans- 
 feree liable for the debts of the corporation according to 
 the provisions of this chapter, until it shall have been 
 entered in such book as required by this section, by an 
 entry showing from and to whom transferred. Such lat- 
 ter book shall be presumptive evidence of the facts 
 therein so stated in favor of the plaintiff, in any action 
 or proceeding against such corporation or any of its offi- 
 cers, directors or stockholders. Every corporation that 
 shall neglect or refuse to keep or cause to be kept such 
 books, or to keep any book open for inspection as herein 
 required, shall forfeit to the people the sum of fifty dol- 
 lars for every day it shall so neglect or refuse. If any 
 officer or agent of any such corporation shall willfully 
 neglect or refuse to make any proper entry in such 
 book or books, or shall neglect or refuse to exhibit 
 the same, or allow them to be inspected and extracts 
 taken therefrom as provided in this section, the corpora- 
 tion and such officer or agent shall each foreit and pay to 
 the party injured a penalty of fifty dollars for every such 
 neglect or refusal, and all damages resulting to him there- 
 from. 
 
 See R. S., Part I., ch. 18, title 4, § i, 8th Ed., p. 1728 ; Birdseye's Ed., p. 678 ; 
 L. 1848, c. 40, § 25 ; L. 1853, c. 117, § 25; L. 1874, c. 143, § 14; L. 1875, c. 
 611, §1 16, 17 ; L. 1890, c. 564, § 2g. 
 
 "What books must be kept. — The above section requires every stock 
 corporation to keep, (i) correct books of account of all its business and 
 
§ 3o] STOCK CORPORATION LAW. 47 
 
 transactions and (2) a book to be known as a stock-book, (i) The books 
 of account are not required to be open to inspection, and the purpose of 
 requiring them to be kept is probably to show the relative rights of 
 stockholders, directors, and creditors in case the corporation is involved 
 in Htigation. The penalty for neglecting to keep these books is fifty 
 dollars a day for every day there shall be such neglect. (2) The stock- 
 book must be kept open for the inspection of stockholders and judgment 
 creditors,' and extracts may be taken from it. And if the corporation 
 shall refuse compliance with the section, the corporation and the officers 
 so refusing " shall each forfeit and pay to the party injured a penalty of 
 fifty dollars for every such neglect or refusal and all damages resulting 
 to him therefrom." 
 
 The books need only be open during reasonable hours.' And by the 
 above section the refusal must be willful. Entries in the stock-books of 
 the corporation are presumptive evidence against it.' The corporation 
 may be forced to keep a stock-book.* 
 
 § 30. Annual report. — Every stock corporation, except 
 monied and railroad corporations, shall annually, during 
 the month of January, or, if doing business without the 
 United States, before the first day of May, make a report 
 as of the first day of January, which shall state : 
 
 1. The amount of its capital stock, and the proportion 
 actually issued. 
 
 2. The amount of its debts or an amount which they 
 do not then exceed. 
 
 3. The amount of its assets or an amount which its 
 assets at least equal. 
 
 Such report shall be signed by a majority of its direct- 
 ors, and verified by the oath of the president or vice- 
 
 ' See People ex rel. Stobo v. Eadie 192 ; Fenlon v. Dempsey, 50 Hun 131 ; 
 
 (Sup. Ct.), 43 St. Rep. 649 ; Martin v. French v. McMillan, 43 Hun 189 ; Kel- 
 
 William J. Johnston Co., 25 Abb. N. C. sey v. Pfaulder Process, etc. Co., 41 
 
 350 ; Matter of Martin (Sup. Ct.), 42 Hun 20. 
 
 St. Rep. 409 ; Levy v. Cohen (City ' Blake v. Griswold, 103 N. Y. 429 ; 
 
 Ct. N. Y.), 45 St. Rep. 278. See Berries v. Wesley, 13 Hun 492. 
 
 Averell v. Barker (Sup. Ct.), 44 St. * Shellington v. Howland, 67 Barb. 
 
 Rep. 540. 14 ; Kelsey v. Pfaulder Process, etc. 
 
 * People ex rel. McDonald v. U. S. Co., 41 Hun 20. 
 Mercantile Rep. Co., 20 Abb. N. C. 
 
48 STOCK CORPORATION LAW. [§ 30 
 
 president and treasurer or secretary, and filed in the office 
 of the secretary of state and in the office of the county 
 clerk of the county where its principal business office 
 maybe located. If such report is not io made and filed, 
 all the directors of the corporation shall jointly and sev- 
 erally be personally liable for all the debts of the corpora- 
 tion then existing, and for all contracted before such 
 report shall be made. No director shall be liable for the 
 failure to make and file such report if he shall file with 
 the secretary of state, within thirty days after the first 
 day of February, or the first day of May, as the case may 
 be, a verified certificate, stating that he has endeavored to 
 have such report made and filed, but that the officers or 
 a majority of the directors have refused and neglected to 
 make and file the same, and shall append to such certifi- 
 cate a report containing the items required to be stated 
 in such annual report, so far as they are within his knowl- 
 edge or are obtainable from sources of information open 
 to him, and verified by him to be true to the best of his 
 knowledge, information and belief. 
 
 See L. 1848, c. 37, § 12 ; L. 1848, c. 40, § 12 ; L. 1853, c. 117, § 112 ; L. 1853, 
 c. 135, § 16 ; L. 1854, c. 232, § 24 ; L. 1857, c. 546, § 12 ; L. 1861, c. 147, § g ; 
 L. 1875, c. 6ir, § 18 ; L. i8-,8, c. 203, § 44 ; L. i8go, c. 564, § 30 ; L. 1892, 
 t. 2, amended. 
 
 Contents of the report. — The report called for by the above section 
 must specify : first, the amount of the capital stock of the corporation 
 and the proportion actually issued ; second, the amount of its debts or 
 an amount which they do not then exceed ; third, the amount of its 
 assets or an amount which its assets at least equal.' In reference to the 
 first of these three requirements, it may be said that the total amount of 
 the authorized stock of the corporation should be stated as well as the 
 amount of stock that has been actually issued, without regard to the 
 question whether the stock has been paid in. The present law differs 
 from the law of 1848 in this respect." Secondly, the statute makes a 
 statement of an amount which the debts do not exceed at the time of 
 
 'See as to the manner in which the 'Compare L. 1848, ch. 40, § 12 ; 
 court will read the report, Whitney Whitaker v. Masterton, 106 N. Y. 277 ; 
 Arms Co. v. Barlow, 63 N. Y. 62. Pier v. Hanmore, 86 N. Y. 95. 
 
§ 3o] 
 
 STOCK CORPORATION LAW. 49 
 
 the report a compliance with its terms.' And thirdly, the statute would 
 seem to be satisfied by the naming of any amount which the assets of the 
 corporation equal. 
 
 The report will beliberally construed.' ,It must be signed by a majority of 
 the directors/ and verified ■* by the oath of the president or vice-president, 
 and treasurer or secretary. A secretary of a corporation cannot be held 
 responsible by the directors for not making the report.' 
 
 Time of making and filing report. — The report must be made ' an- 
 nually during the month of January,' or, if the corporation is doing busi- 
 ness without the United States, before the first day of May in each year. 
 But in either case the report is to be made as of the first day of January. 
 It must be filed in the office of the secretary of state and in the office of 
 the county clerk of the county where the corporation has its principal 
 business office. The statute does not specifically call for a filing within 
 the month of January, and the decisions under the law of 1848, which 
 allowed a filing and publishing within a reasonable time after the expira- 
 tion of the twenty days allowed by that law for the making of the report, 
 seem to be applicable to the present statute.' But the safe course is to 
 file " the report within the time specified for making it, and if this is not 
 done some adequate excuse probably would be necessary to obviate the 
 consequences of the delay. A report cannot be properly filed before the 
 first day of January.'" No publication of the report is now required. 
 That a company has not commenced active business is no reason for not 
 filing a report." If, however, business has been entirely abandoned,'' if 
 
 ' See also Glens Falls Paper Co. v. L. 1848, ch. 40, § 12, as am'd L. 1875, 
 
 White, 18 Hun 214. c. 510; Victory Webb Printing Co. v. 
 
 '■'Whitney Arms Co. v. Barlow, 63 Beecher, 97 N. Y. 651; 26 Hun 48; 
 
 N. Y. 62 ; Bonnell v. Griswold, 80 Knox v. Baldwin, 80 N. Y. 6ro ; Carr 
 
 N. Y. 128. V. Rischer, 50 Hun 157 ; Moore v. 
 
 ^ See Wallace v. Walsh, 125 N. Y. Mansert, 4g N. Y. 332; Bonnell v. 
 
 25 ; Miller o. White, 50 N. Y. 137 ; Griswold, 80 N. Y. 128 ; Nay v. Levy, 
 
 Chandler v. Hoag, 2 Hun 613, aff'd 13 Week. Dig. 428. 
 
 63 N. Y. 624 ; Westerfield v. Radde, ' Whitney v. Cammann, 45 St. Rep. 
 
 67 How. Pr. 204 ; Glens Falls Paper 570 ; Cameron v. Seaman, 6g N. Y. 
 
 Co. w. White. 18 Hun 214. 396; Butler v. Smalley, loi N. Y. 
 
 *See Bonnell z/. Griswold, 80 N. Y. 71. SeeGildersleevez/.Dixon,6 Daly 76. 
 
 128 ; Whitney Arms Co. v. Barlow, 63 ' See Wyckoff v. Lawson, N. Y. 
 
 N. Y. 62 ; Glens Falls Paper Co. v. Trans. App., p. 2. 
 
 White, 18 Hun 214. '"Cincinnati Cooperage Co. v. 
 
 ' Bolen V Crosby, 49 N. Y. 183; O'Keefe, 120 N. Y. 603, 44 Hun 64; 
 
 Vincent v. Sands, 11 Abb. Pr. N. S. 366. Guggenheimer v. O'Keete, i St. Rep. 
 
 'See Cameron v. Seaman, 69 N. Y. 295 ; rev'g Zoller v. O'Keefe, 15 Abb. 
 
 396 ; Cornell v Roach, loi N. Y. 373. N. C. 483. 
 
 ' The report should be made even if " Jones v. Barlow, 62 N. Y. 202. 
 
 a year has not expiredsince the organ- " Carraher v. Mulligan, 28 St. Rep. 
 
 ization of the corporation. Compare 439 ; Kirkland v. Kille, 99 N. Y. 390. 
 
 4 
 
50 STOCK CORPORATION LAW. [§ 30 
 
 the eharter has expired,' or a receiver has been appointed," there need be 
 no report. A minority director may report in case the majority directors 
 refuse or neglect to do so. The pending of a contested application to 
 the attorney-general to proceed to annul the charter of a corporation is 
 no excuse for not filing a report.' • 
 
 Nature of penalty for neglect to report. — The previous laws corre- 
 sponding to the above section have been frequently declared to be penal 
 statutes,'' and the general character of the law in this respect is now the 
 same that it has been heretofore. The penalty in each creditor's case is 
 the amount of the corporate debt,' and the creditor is never obliged to 
 show special pecuniary damage.' The directors are liable jointly and 
 severally, and they may be sued together or one director may be held 
 responsible for all the debts.' A single creditor may sue," and the lia- 
 bility of the directors does not depend upon any proceedings against the 
 corporation.' A judgment against the corporation is not necessary.'" 
 Formerly,contribution between trustees in default was allowed by statute,' ' 
 but the above section does not give this right. There is no remedy over 
 against the corporation in behalf of a director who has been compelled 
 to pay a debt.'^ In a recent case " the opinion was expressed that a cor- 
 poration was liable to an additional penalty for failing to file its annual 
 report, namely, the penalty of forfeiture of charter upon action brought 
 by the attorney-general. This view was not upheld however, by a ma- 
 jority of the court, although it was not expressly repudiated.'* It is not 
 
 > Gold V. Clyne, 134 N. Y. 262. * Wiles o. Suydam, 64 N. Y. 173, 10 
 
 ' See Huguenot Nat. Bank v. Stud- Hun 578. 
 
 well, 74 N. Y. 621 : Cochran v. Smith, ' Deming v. Puleston, 55 N. Y. 655; 
 
 54 N. Y. Super. Ct. 117. Jones v. Barlow, 62 N. Y. 202. See 
 
 ■ 'Fjrst Nat Bank of Jersey City v. Roach v. Duckworth, g5 N. Y. 400. 
 
 Lamon (Ct. App), 41 St Rep. 684. '" McHarg v. Eastman, 7 Robt. 137; 
 
 ' See Carr z/ Rischer, 119 N. Y. 117; Rorke v. Thomas, 56 N. Y. 559; Craft 
 
 .Sherman v. Slayback, 58 Hun 255; v. Cuykendall, 34 Hun 285; Miller v. 
 
 Gadsden v. Woodward, 103 N. Y. 241; White, 50 N. Y. 137; Weymouth v. 
 
 Veeder v. Baker, 83 N. Y. 156; Knox Dimock, 41 How. Pr. 92. But obtain- 
 
 V. Baldwin, 80 N. Y. 610; Garrison v. ing a judgment does not prejudice I he 
 
 Howe, 17 N. Y. 458; Bonnell v. Gris- creditor's case. Deming v. Puleston, 
 
 wold, 80 N. Y. 128^ Bruce v. Piatt, 80 55 N. Y. 655. 
 
 N. Y. 381; Pier v. Hanmore, 86 N. Y. " Wiles v. Suydam, 64 N. Y. 173; 
 
 95;Knightz/.Dederick,6 Week.Dig. 150. Millerw. Fenton, 11 Paige i8; Andrews 
 
 ' Jones V. Barlow, 62 N. Y. 202. v. Murray, 33 Barb. 354. 
 
 « Merchants' Bank v. Bliss, 35 N. Y. '^ Miller v. White, 50 N. Y. 137. See 
 
 412; Wiles V. Suydam, 64 N. Y. 173; Mathews v. Aiken, i N. Y. 595. But 
 
 McHarg v. Eastman, 7 Robt. 137; see Tyng v. Clarke, 9 Hun 269; Jones 
 
 Miller v. White, 50 N. Y. 142; Sand- v. Barlow, 62 N. Y. 202. 
 
 born V. Lefferts, 58 N. Y. 179. " People v. Buffalo Stone & Cement 
 
 ' Roach V. Duckworth, 95 N. Y. 399; Co., 131 N. Y. 140. 
 
 Strong V. Sproul, 4 Daly 326. " See 131 N. Y., p. 148. 
 
^ 30] STOCK CORPORATION LAW. 5 1 
 
 in line with other decisions of the court in respect to the character of 
 acts and omissions that justify this unusual and drastic remedy.' 
 
 Debts for which directors are liable. — Where there is a failure to make 
 an annual report as the statute requires, all the directors of the corpora- 
 tion are liable for all the existing debts of the corporation, and for all 
 that are contracted before the report is made. This is the same pro • 
 vision found in the law of 1848, '■' and it does not limit the penalty to 
 contract debts, but includes every debt incurred by the corporation.' A 
 judgment for costs against a corporation is a debt for which the directors 
 may become liable.'' If a judgment against a corporation, however, is 
 based upon some prior existmg claim, it is the claim and not the judg- 
 ment that is the debt ° as against the directors ; the original claim is not 
 merged in the judgment.' There must be an accrued liability.' An 
 executory and contingent liability and obligations of suretyship are not 
 existing debts." Where the obligation is fixed and certain, however, 
 although the debt is payable in the future, it may still be an existing 
 •obligation.' 
 
 "What directors are liable. — Directors in office at the time of the 
 ■default are liable for all debts then existing and for all future debts in- 
 curred while they remain in office,'" and the default continues." A 
 •director, coming into the board during a default, is liable only for debts 
 incurred after he becomes a director.''^ Where a director has become 
 liable because of failure to make and file a report, the statute of limita- 
 
 ' Compare People v. Ulster, etc R. Whitney Arms Co. v. Barlow, 68 N Y. 
 
 ■Co., 128 N. Y. 240; People v. Atlantic 34; Garrison v. Howe, 17 N. Y. 458; 
 
 Ave. R. Co., 125 N. Y. 513; People Oviatt v. Hughes, 41 Barb. 451. See 
 
 w. North River Sugar R. Co., 121 N. Rector, etc. z/. Vanderbilt. 98 N. Y. 171. 
 
 Y. 582. ' I.eggett V. Bank of Sing Sing, 24 
 
 ' Ch. 40, § 12. N. Y. 291; National Bank v. Fenton, 
 
 ' Allen V. Clark, 108 N. Y. 269. 23 Hun 309. See Byers z-. Franklin 
 
 See Esmond v. BuUard, 16 Hun 65; Coal Co., 106 Mass. 131. 
 
 Adams v. Mills, 60 N. Y. 533; Norris ' Vernon v. Palmer, 48 N. Y. Super. 
 
 ■V. DeWolf, 12 Hun 666, 76 N. Y. 597. 231; Jones v. Barlow, 62 N. Y. 202; 
 
 * Allen V. Clark, 108 N. Y. 269. Leggett v. Bank of Sing Sing, 24 N Y. 
 
 " Miller v. White, 50 N. Y. 137; 291. 
 
 Rorke v. Thomas, 56 N. Y. 559; Es- '" See Shaler & Hall Quarry Co. u. 
 
 mond V. BuUard, 16 riun 65; McHarg Bliss, 27 N. Y. 297; Chemical Nat. 
 
 V, Eastman, 7 Robt. 137. See An- Bank v. Colwell, 29 St. Rep. 726; 
 
 drews v. Murray, 9 Abb. Pr. 8; Lewis Bruce v. Piatt, 80 N. Y. 379. 
 
 V. Armstrong, 8 Abb. N. C. 385. " Garrison v. Howe, 17 N. Y. 458; 
 
 " Revere Copper Co., etc. v. Dimock, Chandler v. Hoag, 2 Hun 613; Vincent 
 
 ■90 N. Y. 33. But see Bolen zi. Crosby, v. Sands, 33 N. Y. Super. 511. 
 
 49 N. Y. 183. '* Boughton w. Otis, 2r N. Y. 261; 
 
 ' Victory Webb Printing Co. v. Shaler & Hall Quarry Co. v. Brewster, 
 
 Beecher, 26 Hun 48, 97 N. Y. 651; 10 Abb. 464. 
 
52 
 
 STOCK CORPORATION LAW. 
 
 [§30 
 
 tions begins to run as to that debt, and the right of action is barred in 
 three years thereafter.' Giving a note for a debt does not affect the 
 liability of the directors in respect to that debt.'' Actions against di- 
 rectors for this default do not survive.' Two or more directors can be 
 made parties defendant.* Action for failure to file report should not be 
 joined with an action for the penalty imposed because of the making of 
 false reports.* But it is not a bar to the latter action.* 
 
 Who may sue the directors. — An assignee of a creditor may sue the 
 directors.' An executor or an administrator of a creditor may also sue 
 if the creditor dies prior to a default," but not where the liability of the 
 directors was fixed during the lifetime of the creditor.* But if the 
 creditor dies after he has obtained judgment against a director, the action 
 does not abate.'" A creditor stockholder may sue a director in default," 
 but a co-director cannot. "* Action under this statute cannot be brought 
 outside of the State.'^ But a judgment obtained here for this penalty 
 may be enforced elsewhere.'* The plaintiff must allege, and has the bur- 
 den of proof to establish, that the debt which he holds was a corporate 
 debt, and that it is a valid claim against the corporation ; " that the 
 report was not filed and recorded as the statute requires," and that the 
 defendant was a director." The action should be brought in the county 
 
 ' Losee v. Bullard, 79 N. Y. 404; 
 Knox V. Baldwin, 80 N. Y. 6io; Jones 
 V. Barlow, 62 N. Y. 202. 
 
 " See Deming v. Puleston, 55 N. Y. 
 655; Jagger Iron Co v. Walker, 76 N. 
 Y. 521; Jones v. Barlow, 62 N. Y. 202. 
 
 * Carr v. Rischer, 119 N. Y. 117; 
 Brackett v. Griswold, 103 N. Y. 425; 
 Blake v. Griswold, 104 N. Y. 613; 
 Stokes V. Stickney, 96 N. Y. 323; Bank 
 of California j. Collins, 5 Hun 209. 
 
 ■• Halsteadi'. Dodge, 51 N. Y. Super. 
 Ct. 169; Geissenheimer v. Dodge, i 
 How. Pr. N. S. 264. 
 
 ' Bonnell v. Griswold, 68 N. Y. 294; 
 Sterne v. Hermann^ 11 Abb. Pr. N. S. 
 376; Wiles V. Suydam, 64 N. Y. 173. 
 
 ' Douglas V. Ireland, 73 N. Y. 100; 
 Nimmons v. Tappan, 2 Sweeny 652. 
 
 ■■Cornell v. Roach, 101 N. Y. 373; 
 Pier V. George, 86 N. Y. 613 ; Hoag v. 
 Lamont, 60 N. Y. 96, Code of Civ. 
 Pro. § 1910 ; Bolen u. Crosby, 49 
 N. Y. 183. But see Bronson v. Dim- 
 ock, 4 Hun 614 ; Briggs v. Easterly, 
 62 Barb. 51. 
 
 'Carley v. Hodges, 19 Hun 187. 
 
 "Carr v. Rischer, 119 N. Y. 117; 
 Brackett zi. Griswold, 103 N. Y. 425 ; 
 Reynolds v. Mason, 5 Week. Dig. 531. 
 
 '" Blake v. Griswold, 104 N. Y. 613. 
 
 "Sanborn v. Lefterts, 58 N. Y. 179. 
 
 " Estes V. Burns, 35 N. Y. Super, i ; 
 Oviatt V. Hughes, 41 Barb. 542 ; Knox 
 V. Baldwin, 80 N. Y. 610 ; Bronson 
 V. Dimock, 4 Hun 6r4 ; Briggs v. East- 
 erly, 62 Barb. 51 ; Easterly v. Barber, 
 65 N. Y. 252. See Chemical Nat. 
 Bank v. Colwell, 14 St. Rep. 682. 
 
 '3 Flash V. Conn, 109 U. S. 371; 
 Cuykendall v. Corning, 10 Fed. Rep. 
 342 ; Bird v. Hayden, i Robt. 383. 
 
 '* Huntington v. Attrill, 146 U. S. 
 657. 
 
 "Tovey v. Culver, 54 N. Y. Snpr. 
 Ct. 404 ; Dabney v. Stevens, 2 Sweeny 
 415- 
 
 " Chambers v. Lewis, 28 N. Y. 455 ; 
 Cornell v. Roach, 9 Abb. N. C. 275 ; 
 Glens Falls Paper Co. v. White, 18 
 Hun 214 ; Botsford v Dodge, 65 How. 
 Pr. 145 ; Whitney Arms Co. v. Barlow, 
 68 N. Y. 34. 
 
 " Gold V. Clyne, 134 N. Y. 262 ; 
 
§3o] 
 
 STOCK CORPORATION LAW. 
 
 53 
 
 where the report should have been filed.' Although this provision call- 
 ing for the filing of an annual report is a penal statute, a director cannot 
 be arrested ; '' but if a copy of the complaint is not served with the sum- 
 mons, a reference to the statute should be endorsed upon the summons. ' 
 A compulsory reference will not be ordered in an action to enforce this 
 penalty,'' nor will a counterclaim be allowed.' Non-resident creditors 
 are protected equally with residents.' 
 
 Defenses of directors. — A director sued on account of failure to file 
 an annual report may (i) deny that there is any debt due on the part of 
 the corporation ; ' (2) deny that the claim sued upon is within the penalty 
 of the statute ; " (3) deny his directorship ; » (4) deny the obligation to 
 file the report ; ■" (5) deny that there has been any neglect in the filing of 
 
 Philadelphia, etc. R. Co. ». Hotchkiss, 
 82 N. Y.471 ; Van Amburg ». Baker, 
 81 N. Y. 46; McHarg v. Eastman, 7 
 Robt. 137, 47 St. Rep. 770 ; Cameron 
 ■V. Seaman, 6g N. Y. 39!) ; Nimmons v. 
 Tappan, 2 Sweeny 652. 
 
 ' Veeder v. Baker, 83 N. Y. 156. See 
 Code of Civ. Pro. § 983 el seq. ; Moul- 
 ton V. Beecher, i Abb. N. C. 193. 
 
 ■' Glens Falls Paper Co. v. White, 58 
 How. Pr. 172. 81 N. Y. 649; Wiles 
 V. Suydam, 64 N. Y. 173. See Gads- 
 den V. Woodward, 103 N. Y. 241 ; 
 Hughes V. Woodward, 3 How. Pr. 
 N. S. 127. 
 
 » Code, § iBg7. See Nordell v. Wahl- 
 stedt (Sup. Ct., Lawrence, J.), N. Y. L. 
 J. Jan. r6, 1890 (vol. 2, p. 1924) ; Bissell 
 ■V. N. Y. Central, etc. R. Co., 67 Barb. 
 385 ; Cox V. N. Y. Central, etc. R. Co., 
 
 61 Barb. 615 ; Mayor, etc. v. Eisler, 
 2 Civ. Pro. R. 125 ; Vernon v. Palmer, 
 48 N. Y. Super. Ct. 231 ; Schoonmaker 
 V. Brooks. 24 Hun 553 ; People v. Bull, 
 42 N. Y. Super. Ct. 19 ; Matter of 
 Bethune, 4 Dem. 392. 
 
 * Hyatt V. Roach, i Abb. N. C. 125. 
 'Clapp V. Wright, 21 Hun 240; 
 
 Morey v. Ford, 32 Hun 446. 
 
 ' Sears v. Waters, 44 Hun lot. 
 
 'Rathbun v. Snow, 123 N. Y. 343 ; 
 Whitney Arms Co. v. Barlow, 63 N Y. 
 
 62 ; Jones v. Barlow. 62 N. Y. 202 : 
 Alexander v. Cauldwell, 83 N. Y. 480 ; 
 Adams v. Mills, 60 N. Y. 533. 
 
 * Ante, note 7, page 51. As to the 
 
 effect of a judgment, see Allen v. Clark, 
 108 N. Y. 269 ; Van Colt v. Van Brunt, 
 2 Abb. N. C. 283 ; Miller v. White, 50 
 N. Y. 137 ; Tyng v. Clark, 9 Hun 269. 
 
 » Chemical Nat. Bank v. Colwell, 
 132 N. Y. 250; P. & R., etc. Co. v. 
 Hotchkiss, 82 N. Y. 471 ; Van Am- 
 burgh V. Baker, 81 N. Y. 46 ; Bruce v. 
 Piatt, 80 N. Y. 379 ; Cameron v. Sea- 
 man, 69 N. Y. 396 ; Boughton v. Otis, 
 21 N. Y. 261 ; Garrison v. Howe, 17 
 N. Y. 458 ; Osborne & Cheeseman 
 Co. V. Croome, 14 Hun 164 ; Vin- 
 cent V. Sands, 33 N. Y. Super. 511 ; 
 Sanborn u. Lefferts, 58 N. Y. 179 ; 
 Deming v. Puleston, 55 N. Y. 655, 
 35 N. Y. Super. 309 ; Reed v. Keese, 
 60 N. Y. 616 ; Easterly v Barber, 
 65 N. Y. 252 ; Craw v. Easterly, 54 
 N. Y. 680, 4 Lans. 513; Halstead v. 
 Dodge, 51 N. Y. Super. Ct. i6g; 
 Chandler v. Hoag, 2 Hun 613, aff'd 
 63 N. Y. 624 ; Blake v. Wheeler, 18 
 Hun 496, rev'd 80 N. Y. 128 ; Squires 
 V. Brown, 22 How. Pr. 35 ; Shaler & 
 Hall Quarry Co. v. Bliss, 27 N. Y. 
 297 ; Erwin v. Navigation Co., 22 
 Hun 598 ; Smith v. Danzig, 3 Civ. Pro. 
 Rep. 129 
 
 '" As where the corporation is actually 
 or substantially dissolved see Hol- 
 lingshead v. Woodward, 107 N. Y. 
 96; Kirkland v. Kille, 99 N. Y. 390; 
 Bruce v. Piatt. 80 N. Y. 379 ; Bonnell 
 V. Griswold, 80 N. Y. 128 ; Losee v. 
 BuUard, 79 N. Y. 404 ; Huguenot Nat. 
 
54 STOCK CORPORATION LAW. [§ 3 ^ 
 
 the report ; ' or (6) deny his liability, and claim the benefit of the statute 
 
 of limitations.' 
 
 {For form of report, see post. Forms, XII.) 
 
 § 31. Liability of ofificers for false certificates, reports or 
 public notices. — If any certificate or report made or public 
 notice given by the officers or directors of a stock cor- 
 poration shall be false in any material representation, the 
 officers and directors signing the same shall jointly and 
 severally be personally liable to any person who has 
 become a creditor or stockholder of the corporation upon 
 the faith of any such certificate, report, notice or any 
 material representation therein to the amount of the debt 
 contracted upon the faith thereof if not paid when due, 
 or of the damage sustained by any purchaser of or sub- 
 scriber to its stock upon the faith thereof. The liability 
 imposed by this section shall exist in all cases where the 
 contents of any such certificate, report or notice or of any 
 material representation therein shall have been communi- 
 cated either directly or indirectly to the person so becom- 
 ing a creditor or stockholder and he became such creditor 
 or stockholder upon the faith thereof. No action can 
 be maintained for a cause of action created by this section 
 unless brought within two years from the time the cer- 
 
 Bank 11 Stud well, 74 N. Y. 621 ; San- 'The action must be brought withia 
 born V. Lefferts, 58 N. Y. 179 ; Garri- three years from the time it accrues, 
 son V. Howe, 17 N. Y. 458 ; Bradt v. See Merchants' Bank v. Bliss. 35 N. Y. 
 Benedict, 17 N. Y. 03 ; Brinkerhoff v. 412 ; Duckworth v. Roach, 81 N. Y. 
 Brown, 7 John. C^. 217; Slee v. 49, 8 Daly 159; Code, § 383. subd. 3 ; 
 Bloom, 19 J. R. 456; Bank, etc. v. Knox w. Baldwin, 80 N. Y. 610 ; Losee 
 Ibbotson, 24 Wend. 473 ; and where a v. BuUard, 79 N Y. 404 ; McHarg v. 
 creditor consents to the non-filing of a Eastman, 7 Robt. 137; Jones v. Bar- 
 report he cannot recover the penalty low, 62 N. Y. 202 ; Rector, etc. v. 
 from the directors : Carraher v. MuUi- Vanderbilt, 98 N. Y 170. See Cor- 
 gan, 54 Hun 638. nell v. Roach, loi N. Y 373, rev'g 9 
 ' See Butler v. Smalley, iot N Y. 71 ; Abb. N. C. 275 ; Chapman v. Com- 
 Cameron v. Seaman, 6g N Y. 396 ; stock, 58 Hun 325. 
 Chase v. Lord. 77 N. Y. i ; Whitney- 
 Arms Co. V. Barlow, 68 N. Y. 34. 
 
§ 32] STOCK CORPORATION LAW. 55 
 
 tificate, report or public notice siiall have been made or 
 given by the officers or directors of such corporation. 
 
 See L. 1848, c. 37, § 14 ; L- 1848, c. 40, §15 ; L. 1853, c. 117, § 15 ; L. 1853, 
 c. 135. § 17 ; L. 1854, c. 232, § 15 ; L. 1875, c. 61 r, § 21 ; L. 1890, c. 564, § 31. 
 
 Penalty for making false certificates, etc. — Officers and directors 
 signing ' any certificate or report or public- notice, wiiich is false in any 
 material representation, are jointly and severally liable to any person 
 becoming a creditor or stockholder of a corporation upon the faith 
 thereof to the amount of the debt contracted ' or of the damage sustained 
 by any purchaser of or subscriber to the stock. The words " known to be 
 false,'' found in Section 15, Laws 1848, Chap. 40, are omitted from the 
 present law.^ The cases holding that knowledge must be shown * do not 
 now apply.* The above section creates a short statute of limitations which 
 should be noticed. An action under this section is penal, and must be 
 tried in the county where the report was made and filed." Such an action 
 does not survive.'' It is no bar to an action brought for failure to file an 
 annual report." An action under this section cannot be joined with an 
 action brought for failure to file the annual report. A director is not 
 liable for debts contracted before the false report is made.' 
 
 § 32. Alteration or extension of business. — Any stock 
 corporation heretofore or hereafter organized under any 
 general or special law of this state may extend or alter 
 its business and powerc so as to include any purposes and 
 powers which at the time of such extension may have 
 been conferred by law upon corporations engaged in a 
 business of the same general character, or which might 
 
 ' See Bonnell v. Griswold, 68 N. Y. 100; Ferguson v. Gill, 64 Hun 284, 46 
 
 294; Wickens v. Foster, 22 W. D. 426. St. Rep. 475; Richards v. Crocker, 19 
 
 ■■' See Anderson v. Speers, 8 Abb. N. Abb. N. C. 73; Walton v. Goodwin, 
 
 C. 3S2. 58 Hun 87. 
 
 * Compare L. 1875, c. 6ii, § 21. « Veeder v. Baker, 83 N. Y. 156; 
 
 * Blake v. Griswold, 103 N. Y. 429; Taylor v. Attrill, 31 Hun 132. 
 Butler V. Smalley, loi N. Y. 71; Ar- ' Blake v. Griswold, 104 N. Y. 613; 
 thur V. Griswold, 55 N. Y. 400; Bon- Brackett v. Griswold, 103 N. Y. 425 ; 
 nell V. Griswold, 80 N. Y. 128; Pier v. Boyle v. Thurber, 50 Hun 259 ; Hege- 
 Hanmore, 86 N. Y. 95. rich i/. Keddie, gg N. Y. 258; Whitaker 
 
 ' See Huntington v. Attrill, i'8 N. v. Masterton, 106 N. Y. 277. 
 
 Y. 365; Brand ». Goodwin, 2g St. Rep. * Niramons I'.Tappan, 2 Sweeney 652. 
 
 143; Dalton V. Goodwin, 25 St. Rep. ' Young v. Godwin. 46 St. Rep. 934, 
 
 858, Murad v. Thomas, 66 How. Pr. Torbett v. Goodwin, 42 St Rep. 323. 
 
56 STOCK CORPORATION LAW. [§ ;i5 
 
 be included in the certificate of incorporation of a corpo- 
 ration organizing under any general-law of this state for 
 a business of the same general character, by filing in the 
 manner provided for the original certificate of incorpora- 
 tion an amended certificate, executed by a majority of its 
 directors, stating the extension of business and powers 
 and rights proposed, and that the same has been duly 
 authorized by a vote of stockholders representing at least 
 three-fifths of the capital stock, at a meeting of the stock- 
 holders called for the purpose in the manner provided in 
 section forty-five of this chapter, and a copy of the pro- 
 ceedings of such meeting, verified by the affidavit of one 
 of the directors present thereat, shall be filed with such 
 amended certificate. 
 
 Method of altering or extending business. — The above section confers 
 the valuable privilege of changing the character of the business which is 
 carried on by any corporation, so that it may include all purposes and 
 powers which other similar corporations might acquire at the time of such 
 change.' The method of accomplishing this is as follows: A meeting 
 of the stockholders of a corporation must be called in the manner pro- 
 vided for the calling of a stockholders' meeting to increase or reduce the 
 capital stock of a corporation, and at this meeting the extension of busi- 
 ness, powers and rights proposed, must be authorized by a vote of stock- 
 holders representing at least three-fifths of the capital stock, and a copy 
 of the proceedings of this meeting must be verified by the affidavit of one 
 of the attending directors. Thereupon a majority of the directors of the 
 corporation may file an amended certificate of incorporation, statmg the 
 extension of business, powers and rights proposed, and that the same has 
 been duly authorized by the requisite vote of the stockholders. This 
 amended certificate, together with the proceedmgs of the stockholders' 
 meeting, must be filed both in the secretary of state's office and in the 
 office of the county clerk where the corporation has its principal place 
 of busmess.'' I^For form, see post. Forms, V.) 
 
 § 33. Sale of franchise and property. — A stock corpora- 
 tion, except a railroad corporation and except as other- 
 wise provided by law, with the consent of two-thirds of 
 
 ' See People ifjrr^/. Municipal Gas Co. ' See ante, pp. 5, 6. 
 V. Rice (Ct. of App.), 47 Alb. L. J. 418. 
 
§33] STOCK CORPORATION LAW. 57 
 
 its Stock, may sell and convey its property, rights, privi- 
 leges and franchises, or any interest therein or any part 
 thereof to a domestic corporation, engaged in a business 
 of the same general character, or which might be included 
 in the certificate of incorporation of a corporation organ- 
 izing under any general law of this state for a business 
 of the same general character ; and such sale and convey- 
 ance shall vest the rights, property and franchises thereby 
 transferred in the corporation to which they are con- 
 veyed for the term of its corporate existence, subject to 
 the provisions and restrictions applicable to the corpora- 
 tion conveying them. Before such sale or conveyance 
 shall be made such consent shall be obtained at a meet- 
 ing of the stockholders called upon like notice as that 
 required for an annual meeting. If any stockholder not 
 voting in favor of such proposed sale or conveyance shall 
 at such meeting, or within twenty days thereafter object 
 to such sale, and demand payment for his stock, he may, 
 within sixty days after such meeting, apply to the supreme 
 court at any special term thereof held in the district in 
 which the principal place of business of such corporation 
 is situated, upon eight days notice to the corporation, 
 for the appointment of three persons to appraise the value 
 of such stock, and the court shall appoint three such 
 appraisers, and designate the time and place of their pro- 
 ceedings as shall be deemed proper, and also direct the 
 manner in which payment for such stock shall be made 
 to such stockholder. The court may fill any vacancy in 
 the board of appraisers occurring by refusal or neglect 
 to serve or otherwise. The appraisers shall meet at the 
 time and place designated, and they or any two of them, 
 after being duly sworn honestly and faithfully to dis- 
 charge their duties, shall estimate and certify the value 
 of such stock at the time of such dissent, and deliver one 
 
58 STOCK CORrORATlON LAW. [§ ^^ 
 
 copy to such corporation, and another to such stock- 
 holder if demanded ; the charges and expenses of the 
 appraisers shall be paid by the corporation. When the 
 corporation shall have paid the amount of such ap- 
 praisal, as directed by the court, such stockholders shall 
 cease to have any interest in such stock and in the cor- 
 porate property of such corporation and such stock may 
 be held.or disposed of by such corporation. 
 
 Added by L. 1893, c. 638. 
 
 Sale of one corporation to another. — The above law authorizes the 
 sale of the property and franchises of a business corporation or of any 
 other stock corporation, excepting a railroad, to any domestic corpora- 
 tion, provided that the consent of two thirds of the stock of the selling 
 corporation is obtained, and provided that both corporations are 
 engaged in business of the same general character, or which might be 
 included in one certificate of incorporation. The meeting at which the 
 consent of stockholders is to be obtained must be called as an annua', 
 meeting is called,' but no provision is made for the execution or filing of 
 any certificate showing the result of the meeting. The section, how- 
 ever, authorizes the purchase of the stock of dissenting stockholders. 
 
 ' See ante, p. 32. 
 
§ 4°] STOCK CORPORATION LAW. 59 
 
 ARTICLE III. 
 
 STOCK; STOCKHOLDERS, THEIR RIGHTS AND LIABILITIES. 
 
 Section 40 Issue and transfers of stock. 
 
 41. Subscriptions to stock. 
 
 42. Consideration for issue of stock and bonds. 
 
 43. Time of payment of subscriptions to stock. 
 
 44. Increase or reduction of capital stock. 
 
 45. Notice of meeting to increase or reduce capital stock. 
 
 46. Conduct of such meeting ; certificate of increase or reduction. 
 
 47. Preferred and common stock. 
 
 48. Prohibited transfers to officers or stockholders. 
 
 49. Payment by stockholders of mortgage debt pending foreclosure. 
 
 50. Application to court to order issue of new in place of lost certifi- 
 
 cate of stock. 
 
 51. Order of court upon such application. 
 
 52. Financial statement to stockholders. 
 
 53. Exhibition of books by transfer agent of foreign corporation. 
 
 54. Liabilities of stockholders. 
 
 55. Limitation of stockholder's liability. 
 
 56. Increase or reduction of number of shares,' 
 
 § 40. Issue and transfers of stock. — The stock of every 
 such corporation shall be represented by certificates pre- 
 pared by the directors and signed by the president or 
 vice-president and secretary or treasurer and sealed with 
 
 ' See L. 1893, c. 196, and L. 1892, c. 677, § 34. 
 
6o STOCK CORPORATION LAW. ■[§ 4O 
 
 the seal of the corporation, and shall be transferable in 
 the manner prescribed in this chapter and in the by-laws. 
 No share shall be transferable until all previous calls 
 thereon shall have been fully paid in. • 
 
 Any stock corporation, domestic or foreign, now exist- 
 ing or hereafter organized, except monied corporations, 
 may purchase, acquire, hold and dispose of the stocks, 
 bonds and other evidences of indebtedness of any cor- 
 poration, domestic or foreign, and issue in exchange 
 therefor its stock, bonds or other obligations if authorized 
 so to do by a provision in the certificate of incorporation 
 of such stock corporation, or in any certificate amenda- 
 tory thereof or supplementary thereto, filed in pursuance 
 of law, or if the corporation whose stock is so purchased, 
 acquired, held or disposed of, is engaged in a business 
 similar to that of such stock corporation, or engaged m 
 the manufacture, use or sale of the property, or in the 
 construction or operation of works necessary or useful in 
 the business of such stock corporation, or in which or in 
 connection with which the manufactured articles, product 
 or property of such stock corporation are or may be used, 
 or is a corporation with which such stock corporation is 
 or may be authorized to consolidate. When any such 
 corporation shall be a stockholder in any other corpora- 
 tion, as herein provided, its president or other officers 
 shall be eligible to the office of director of such corpora- 
 tion, the same as if they were individually stockholders 
 therein and the «orporation holding such stock shall 
 possess and exercise in respect thereof, all the rights, 
 powers and privileges of individual owners or holders of 
 such stock. 
 
 Any stock corporation may, in pursuance of a unani- 
 mous vote of its stockholders voting at a special meeting 
 called for that purpose by notice in writing signed by a 
 
§4o] 
 
 STOCK CORPORATION LAW. 6 1 
 
 majority of the directors of such corporation stating the 
 time and place and object of the meeting, and served upon 
 each stockholder appearing as such upon the books of the 
 corporation, personally or by mail at his last-known post- 
 office address at least sixty days prior to such meeting, 
 guarantee the bonds of any other domestic corporation 
 engaged in the same general line of business. 
 
 See L. 1811, c. 67, § 7 ; L. 1848, c. 37, § 8 , L. 1848, c. 40, § 8 ; L. 1848, c. 
 259, § 13 ; L- 1850, c. 140, § 8 ; L. 1853, c. 117, § 8 ; L. 1853, c. 135, § ro ; 
 L. 1854, c. 232, § 8 ; L. 1857, c. 546, § 8 ; L. 1867, c. 974, § 8 ; L. 1872, c. 146, 
 § I ; L. 1874, c. 143, § 8 , L. 1878, c. 20?, § 9; L. 1888, c. 462, § 5 ; L- 1890, 
 c. 564, § 40. 
 
 {For form of certificate of stock, see post. Forms, XIII.) 
 
 Power to issue stock. — Every stock corporation may issue' stock to the 
 limit fixed by its certificate of incorporation. The certificates of stock 
 must conform to the provisions of the charter and must be signed by two 
 of the officers of the company, namely ■ the president or vice-president 
 and the secretary or treasurer, and sealed with the seal of the corporation. 
 The consideration for the issue of stock is provided for by Section 42, 
 following,'-' and the transfer of stock should be provided for by the 
 by-laws.' Section 29 of the Stock Corporation Law requires every 
 transfer to be entered in the transfer book of the company. Any person 
 who is entered therein as an owner, may be held liable as a stockholder, 
 and only those so entered may exercise the privileges of stockholders.* 
 The corporation may waive its right to rely upon the book if it so 
 elects.' 
 
 Stock issued by the president of a corporation under the authority of 
 an executive committee, but not approved by the directors, confers no 
 title upon one who is not a bona fide purchaser." If stock is issued by 
 officers upon a special agreement, this must be complied with or they 
 will be responsible.' Questions frequently arise with respect to the 
 
 ' Jones V. Terre Haute, etc. R, Co., « McNeill v. Tenth Nat. Bank, 46 N. 
 
 57 N. Y. ig6. Y. 331; Hyatt v. Swivel, 52 N. Y. 
 
 « Post, Stock Corporation Law. § 42. Super. Ct. i. See Isham v. Bucking- 
 
 ' Upon the issuing of new certificates ''^■"' 49 N. Y. 216. 
 
 the former certificates should be called " Ryder v, Bushwick R. Co., 45 St. 
 
 in. See Brisbane v. Delaware, L. etc. Rep. 388. 
 
 Co., 94 N. Y. 204. ' Moore v. Robertson, 43 St. Rep. 
 
 * Campbell v. Am Zylonite Co., 55 245; Moore i-. Williams,4i St. Rep. 892. 
 N. Y. Super. Ct. 562, 122 N. Y. 451. 
 
62 
 
 STOCK CORPORATION LAW. 
 
 [§40 
 
 rights of individuals who have transferred stock without making the 
 requisite entry in the transfer book of the corporation.' Shares are not 
 transferable until all previous calls have been paid, and by printing a 
 preceding section of the law on the back of stock certificates, no stock 
 belonging to a stockholder who is in debt to the corporation, can be 
 transferred while the debt is unpaid.' If, however, stock certificates are 
 transferable without restriction, the motive of a purchaser in buying 
 shares is immaterial, and the corporation cannot refuse to transfer the 
 certificates to one who is working against it.' Provisions requiring 
 certain formalities in the transfer of stock, are for the benefit of the cor- 
 poration and may be waived.^ A corporation is bound by statements 
 made by its authorized transfer officer in regard to the genuineness of 
 stock.* Certificates of stock are distinct from the stock itself, being 
 merely evidence of that stock.' They are not negotiable,' but one with 
 all the evidences of title may give a good title.* Stock should be trans- 
 ferred upon a purchase.' 
 
 Power to hold stock in other corporations. — The above section gives 
 corporations comprehensive power to hold the stocks and bonds of other 
 
 ' Brisbane v. Delaware, etc. R. Co., 
 94 N. Y. 204; Johnson v. Underbill, 
 52 N. Y. 210; Jarvis v. Manhattan 
 Beach Co., 53 Hun 356; Cusbman 7/. 
 Thayer Mfg. Co., 76 N. Y. 365; Cut- 
 ting V. Damerel, 88 N. Y. 410; Westelo 
 V. Dewitt, 36 N. Y. 340; Grynes v. 
 None, 4b N. Y. 17. 
 
 " Ante, p. 42. 
 
 ' See Rice v. Rockefeller, 134 N. Y. 
 174. See Editorial N. Y. Law J., Dec. 
 12, 1892. See also Hawes v. Gas Con- 
 sumers Benefit Co , 36 St. Rep. 48, 9 
 N. Y. Supp. 490; Archer v. American 
 Water Works Co. (N. J. Cb ), 24 Atl. 
 Rep. 508. • 
 
 " McNeill V. Tenth Nat. Bank, 46 N. 
 Y. 331. See American Nat. Bank v. 
 Oriental Mills, 11 Ry. & Corp. L. J. 
 206 (1891). 
 
 ' Fifth Ave. Bank v. Forty-Second 
 St., etc. R. Co., 44 St Rep. 379, aff'd 
 by Ct. of Appeals, N. Y. L. J., Feb. 17, 
 1893. See article on "Liability of 
 
 Corporations for Transferring Shares 
 on Forged Powers of Attorney," 26 
 Am. Law Rev. 809 (Nov., Dec, 
 1892). See also note, 14 Abb. N. C. 
 441. 
 
 " See Christensen z/. Eno, ro6 N. Y. 
 97; \\illiams v. Western Union Tel. 
 Co., 93 N. Y. 162; Burrall v. Bushwick 
 R. Co., 75 N. Y. 211; Wheeler v. 
 Millar, 90 N. Y. 353. See Christensen 
 V. I. & S. L. B. Co., 52 Hun 478. 
 
 ' Weaver v. Borden, 49 N. Y. 286. 
 See note 8. 
 
 " See Merchants' Bank v, Livingston, 
 74 N. Y. 223; McNeill v. Tenth Nat. 
 Bank, 46 N. Y. 331; Leitch v. Wells, 
 48 N. Y. 585; Moore v. Met. Nat. 
 Bank, 55 N. Y. 41; Ballard v. Burgett, 
 40 N. Y. 314. 
 
 ' DriscoU V. West Bradley, etc. Mfg. 
 Co., 59 N. Y. i; Smith v. Am. C. C, 
 etc., 7 Lans. 317; Pollock v. Nat. Bank, 
 3 Seld. 274; Billings o. Robinson, 94 
 N. Y. 415. 
 
§41] 
 
 STOCK CORPORATION LAW. 
 
 63 
 
 corporations. The statute as it now exists is more liberal than the 
 Manufacturing Act of 1848 was at the time of its repeal.' Although a 
 corporation is not authorized to purchase stocks of other corporations, it 
 may take them in payment for a debt.'' But without legislative authority 
 a corporation cannot purchase the stock of other corporations ^ or deal 
 in its own shares.* 
 
 § 41. Subscriptions to stock. — If the whole capital stock 
 shall not have been subscribed at the time of filing the 
 certificate of incorporation, the directors named in the 
 certificate may open books of subscription to fill up the 
 capital stock in such places, and after giving such notices 
 as they may deem expedient, and may continue to re- 
 ceive subscriptions until the whole capital stock is sub- 
 scribed. At the time of subscribing, every subscriber, 
 whose subscription is payable in money, shall pay to the 
 
 ' L. 1866, c. 838, provided as fol- 
 lows : § 3, " It shall be lawful for any 
 company, heretofore or hereafter or- 
 ganized under the provisions of this 
 act, or the act hereby amended, to hold 
 stock in the capital of any corporation 
 engaged in the business of mining, 
 manufacturing, or transporting such 
 materials as are required in the prose- 
 cution of the business of such company, 
 so long as they shall furnish or trans- 
 port such materials for the use of such 
 company, and for two years thereafter, 
 ,^,.^and no longer; and also to hold stock 
 in the capital of any corporation which 
 shall use or manufacture materials, 
 mined or produced by such company; 
 and the trustees of such company shall 
 have the same power with respect to 
 the purchase of such stock and issuing 
 stock therefor as are now given by the 
 law with respect to the purchase of 
 mines, manufactories, and other prop- 
 erty necessary to the business of manu- 
 facturing, mining and other companies. 
 
 But the capital stock of such company 
 shall not be increased without the con- 
 sent of the owners of two-thirds of the 
 stock, to be obtained as provided by 
 sections twenty-one and twenty-two of 
 the act hereby amended. 
 
 " § 4. When any such manufacturing 
 company shall be a stockholder m any 
 other corporation, its president or other 
 officers shall be eligible to the office of 
 trustee of such corporation, the same 
 as if they were individually stockholders 
 therein." See also L. 1883, t. 361. 
 
 * Holmes & Griggs Mfg. Co. v. 
 Holmes & Wessell Metal Co., 127 N. 
 Y. 252. And see ante, p. 58. 
 
 ^ See note 2, and see Memphis, etc. 
 R. Co. V. Wood, 88 Ala. 630, i Am. R. 
 R. & Corp. Rep. 55, note. 
 
 ■* Trevor v. Whitworlh, 12 App. Cas. 
 409 (1887); People ex rel. Peabody v. 
 Chicago Gas Trust Co. (111.), 22 N. E. 
 7g8, I Am. R. R. & Corp. Rep. 562; 
 CuUerne v. London, etc. Building So- 
 ciety, 25 Q. B. Div. 481 (1890;. 
 
64 STOCK CORPORATION LAW. [§ 4 1 
 
 directors ten per centum upon the amount subscribed by 
 him in cash, and no such subscription shall be received 
 or taken without such payment. 
 
 See L. 1850, c. 140, § 4 ; L. 1854, c. 232, § 11 ; L. 1867, c. 974, § 4 ; L. 
 
 1875, c. 611, § 5 ; L- 1878, c. 203, § 4 ; L- iS8b, c. 462, § 3 ; L. 1890, c. 564, 
 
 §41. 
 
 Payment of subscriptions. — Subscribers to the stock of a corporation 
 who agree to pay their subscription in money must pay to the directors 
 ten per cent, upon the amount subscribed by them in order to make valid 
 subscriptions.' The corporation is not authorized to do business until 
 one-half of the stock is subscribed and a certificate to that effect is made 
 and filed.'' Subsequent payments upon subscriptions are regulated by 
 section 43.' One who subscribes to stock becomes a stockholder, ■• but 
 the consent of the subscriber is essential.* If he is induced to subscribe 
 by fraud he may bring an equitable action to have his subscription can- 
 celled.* Subscriptions made in accordance with a prospectus which 
 shows stock to be issued for less than par are not enforceable by the 
 company.' Subscriptions are enforceable although no certificates of stock 
 are issued," and although nothing has been paid upon his stock a sub- 
 scriber is liable to creditors, to the amount of his subscription." A per- 
 son signing a fictitious name is liable in his own right.'" Agreements 
 among subscribers do not limit their liability to third parties." But sub- 
 scribers are relieved from their subscriptions so far as the corporation is 
 concerned, if the managers materially depart from the purposes for which 
 the company was formed '•' unless they consent to the change.'* Sub- 
 
 ' Consult: Excelsior Grain Binding 'Bosley v. National Machine Co., 
 
 Co. Lim. V. Stayner, 61 How. Pr. 456, 123 N. Y. 550. 
 
 25 Hun 91 ; Perry v. Hoadley, 19 Abb. ' Zelaya Mining Co. v. Meyer, 28 St. 
 
 N. C. 76 ; Beach v. Smith, 30 N. Y. Rep. 759. 
 
 116. ' Phoenix Warehouse Co. w. Badger, 
 
 ' Ante, p. 6. 67 N. Y. 294 ; Burr v. Wilcox, 22 
 
 "As to calls see Billings v. Robin- N. Y. 551 ; Halstead v. Dodge, 51 N.Y. 
 
 son, 94 N. Y. 415 ; Dayton I/. Borst, 31 Super. Ct. 169; Cole v. Ryan, 52 
 
 N. Y. 435 ; Glenn v. Marbury, 145 Barb. 168. 
 
 U. S. 499. "Wheeler v. Millar, 90 N. Y. 353. 
 
 ■■Babcock v. S. & L., etc. R. Co., '"Union Hotel Co. v. Hersee, 79 
 
 133 N. Y. 420; Whittlesey v. Frantz, N. Y. 454. 
 
 74 N. Y. 456 ; Rutter v. Kilpatrick, 63 " Whitehall, etc. R. Co. v. Meyers, 16 
 
 N. Y. 604 ; Burr v. Wilcox, 22 N. Y. Abb. Pr. N. S. 34. 
 
 551; Palmer v. Lawrence, 3 Sandf. ''^ Dorris v. Sweeney, 60 N. Y. 
 
 Ch. 161. 463. 
 
 'Glenn v. Garth, 133 N. Y. 18. See '^Sodus Bay, etc. R. Co. v. Hamlin, 
 
 Dorris v. French. 4 Hun 292 ; Meyer v. 24 Hun 390 ; Dorris v. French, 4 Hun 
 
 Blair, 19 Abb. N. C. 214. 292 ; Ruggles v. Brock, 6 Hun 164. 
 
§ 42] STOCK CORPORATION LAW. 65 
 
 scribers may transfer their interests.' Unpaid subscriptions may be 
 reached by creditors^ and by a receiver of the corporation.' 
 
 (For form of subscription to stock, see post. Forms, XIV.) 
 
 § 42. Consideration for issue of stock and bonds. — No 
 corporation shall issue either stock or bonds except for 
 money, labor done or property actually received for the 
 use and lawful purposes of such corporation. No such 
 stock shall be issued for less than its par value. 
 
 No such bonds shall be issued for less than the fair 
 market value thereof. 
 
 See L. 1848. c. 40, § 14 ; L. 1853, c. 333, § 2 ; L. 1854, c. 232, § 11 ; L. 1857, 
 c. 546, § 14 ; L. 1870, c. 773, § 2 ; L. 1875, c. 611, § 14 ; L. 1890, c. 564, § 42. 
 
 For what stock and bonds may be issued. — Stock or bonds of a busi- 
 ness corporation may be issued for money, labor, or property. All stock, 
 for whatever it is issued, must be given out at its par value. If issued 
 for money, the actual par value of ths stock must be received by the cor- 
 poration ; * if issued for labor done, the value of the labor must equal the 
 par value of the stock issued therefor ; " if issued for property, the prop- 
 erty must be equal to the par value of the stock.' There is no provision 
 in the law that property must be received at its fair value, but the prohi- 
 bition that no stock shall be issued for less than its par value, makes it 
 essential that the value of the property shall be equal to the par value of 
 the stocks issued for it.' The value of the property at the time of the 
 
 ' Billings !». Robinson, 94 N. Y 415 ; 625; Battershall v. Davis, 31 Barb. 
 
 Veiller v. Brown, 18 Hun 271 ; Mann 323; Haviland v. Chace, 39 Barb. 283; 
 
 V. Currie, 2 Barb. 294. See Cutting v. American Silk Works v. Salomon, 4 
 
 Damerel, 88 N. Y. 410 ; Wintringham Hun 135; Knowlton v. Congress & 
 
 J'. Rosenthal, 25 Hun 580. Empire S. Co., 57 N. Y. 518, 103 U. S. 
 
 •' Wheeler v. Millar, 90 N. Y. 353 ; 49 ; Otter -v. Brevoort Petroleum Co., 
 
 Dean v. Briggs, 25 Hun 122 ; Bartlett 50 Barb. 247. In Gurney v. Union 
 
 V. Drew, 57 N. Y. 587 ; Briggs v. Pen- Transfer, etc. Co., 29 St. Rep. 274, 57 
 
 niman, 8 Cow. 396. See Hatch v. Super. Ct. 444, it was held that where a 
 
 Dana, loi U. S, 205. director votes to issue stock to himself 
 
 * Phoenix Warehouse Co. v. Badger, in payment of a debt, the corporation 
 
 67 N. Y. 294 ; Cutting v. Damerel, 88 cannot refuse to issue the stock without 
 
 N. Y. 410 ; Van Wagenen v. Clark, 22 a restoration of the claim. 
 
 Hun 497 ; Wait on Insolvent Corp's, ' Van Cott v. Van Brunt, 82 N. Y. 
 
 § 235. See Tucker v. Gilman, 45 Hun 535; Herbert v. Uhl, 49 St. Rep. .496 
 
 193- ('892). 
 
 ■"iSee Veeder v. Mudgett, 95 N. Y. « See/<7j/, n. i, p. 66. 
 
 295; Beach v. Smith, 30 N. Y. 316; ' See Gamble v. Queens County 
 
 People V. Troy House Co., 44 Barb. Water Co., 123 N. Y. 91. 
 
 5 
 
66 STOCK CORPORATION LAW. [§43 
 
 issue of stock is the test of the fairness of such issue, and all the elements 
 of value, prospective as well as actual, may be taken into account.' The 
 bonds of a business corporation need not be sold at par, but may be issued 
 for their fair market value. But stock cannot be sold for less than par 
 even if the concern needs funds to continue its business,' for this would 
 lie in direct conflict with the statute as well as with the best general rule 
 on the subject.' Stock may be issued to represent accumulated property 
 of the corporation.'' 
 
 § 43. Time of payment of subscriptions to stock. — Sub- 
 scriptions to the capital stock of a corporation shall be 
 paid at such times and in such installments as the board 
 of directors may by resolution require. If default shall 
 be made in the payment of any installment as re- 
 quired by such resolution, the board may declare the 
 stock and all previous payments thereon forfeited for the 
 use of the corporation, after the expiration of sixty days 
 from the service on the defaulting stockholder, personally 
 or by mail directed to him at his last-known post-office 
 address, of a written notice requiring him to make pay- 
 ment within sixty days from the service of the notice at 
 a place specified therein, and stating that, in case of 
 
 » Compare Brewster v. Hatch, 122 ' See Handley u. Stutz, 139 U. S. 
 
 N. Y. 349; Huntington v. Attrill, 118 417. But see Camden v. Stuart, 144 
 
 N. Y. 365 ; I Am. R. R. & Corp. U. S. 104; 25 Am. Law Rev. 940, and 
 
 Rep. 418; Hatch !<. Attrill, Ii8 N. Y. 26 Am. Law Rev. 861; Libbey v. 
 
 383; Van Cott V. Van Brunt, 82 N. Y. Tobey, 82 Me. 397, 2 Am. R. R. & 
 
 535; Goodrich v. Dorman, 38 St. Rep. Corp. Rep. 288, note. 
 
 198; Boynton v. Andrews, 63 N. Y. ' Ooregum Gold Mining Co. 
 
 93; Chase v. Lord, 77 N. Y. 1; Roper (1892), A. C. 125; In re Wey 
 
 Schenck v. Andrews, 46 N. Y. 589; mouth, etc. Packet Co. (1891), i Ch. 66 
 
 ElytonLand Co. v. Bffmingham Ware- Almada, etc. Co. Lim. 38 Ch. D. 415 
 
 house, etc. Co., 92 Ala. 407, 25 Am. Hospes i/. Northwestern Mfg., etc. Co, 
 
 St. 65 (1891); Joseph V. Davis, 10 So. (Minn), 15 L. R. A. 470(1892), 43 Alb 
 
 830; Lake Superior Iron Co. v. Drexel, L. J. 277; Christiensen v. Eno, 106 N, 
 
 ^ N. Y. 87; Johnson v. Bush, 3 Barb. Y. 97. 
 
 Ch. 240; Knowles v. Duffy, 40 Hun ^ Williams v. Western Union Tel. 
 
 485. See Edgerton v. Electric Imp. & Co., 93 N. Y. 162; Wood v. Lary, 47 
 
 Const. Co. (N. J.), 24 Atl. Rep. 540 Hun 550; Railroad Co. u. Nickals, 119 
 
 (1892) ; Lloyd v. Preston, 146 U. S. U. S, 296. 
 630. 
 
§ 43] STOCK CORPORATION LAW. 67 
 
 I 
 
 failure to do so, his stock and all previous payments 
 thereon will be forfeited for the use of the corporation. 
 
 Such stock, if forfeited, may he reissued or subscrip- 
 tions therefor may be received as in the case of stock not 
 issued or subscribed for. If not sold for its par value or 
 subscribed for within six months after such forfeiture, it 
 shall be cancelled and deducted from the amount of the 
 capital stock. If by such cancellation, the amount of the 
 capital stock is reduced below the minimum required by 
 law, the capital stock shall be increased to the required 
 amount within three months thereafter or an action may 
 be brought or proceedings instituted to close up the busi- 
 ness of the corporation as in the case of an insolvent 
 corporation. If a receiver of the assets of the corpora- 
 tion has been appointed, all unpaid subscriptions to the 
 stock shall be paid at such times and in such installments 
 as the receiver or the court may direct. 
 
 See L. 1811, c. 67, § 5; L. 1848, c. 37, § 6; L. 1848, c. 40, § 6; L. 1848, c. 
 25q, § 12; L. 1850, c. 140, § 7; L. 1852, c. 228, § 4; L. 1853, c. 117, § 6; L. 
 1854, c. 232, § 6; L. 1857, c. 546, § 6; L. 1861, c. 149, § 6; L. 1867, c. 974, 
 § 7; L. 1872, c. 820, § 4; L. 1874, c. 143, § 6; L. 1875, c. 606, § ii; L. 1875, c. 
 611, § 11; L. 4878, c. 203, § 8; L. 1890. c. 564, § 43. 
 
 Forfeiture of stock. — The above section provides for the forfeiture of 
 stock upon the non-payment of subscriptions, and in proceeding to 
 forfeit the statute should be carefully followed.' The liability of a 
 stockholdar ceases upon a sale of his stock and a transfer on the books 
 of the corporation.' After forfeiture a subscriber cannot be proceeded 
 against for unpaid calls.' His stock becomes the property of the cor- 
 poration.* 
 
 ' See Mitchell v. Vermont Copper ' Wheeler v. Millar, 90 N. Y. 353 ; 
 
 Co., 67 N. Y. 280. Calls upon stock Mills v. Stewart, 41 N. Y. 384; Small 
 
 should be equal, Great Western Tel. Co. v. Herkimer Mfg. Co., 2 N. Y. 330; 
 
 V. Burnham, 79 Wis. 47, 24 Am. St. 698 Mann v. Currie, 2 Barb. 294 ; Duchess 
 
 (1891) ; as to when the statute of limi- Cotton Mfg. Co. v. Davis, 14 Johns, 
 
 tations begins to run against calls : see 238 ; Williams v. Meyer, 41 Hun 
 
 Williams v. Taylor, i2o N. Y. 244 ; 545. 
 
 Glenn v. Marbury, 145 U. S. 499. " People v. A. & S. R. Co., 7 Abb. 
 
 'Tucker v. Gilman, 121 N. Y. 189. Pr. N. S. 291; Weeks v. Silver Islet 
 
 See Hayes v. Franklin County Lumber Co., 54 N. Y. Super, i. 
 Co. (Neb.), 53 N. W. Rep. 38X. 
 
68 STOCK CORPORATION LAW. [§§ 44, 45 
 
 § 44. Increase or reduction of capital stock. — Any do- 
 mestic corporation may increase or reduce its capital 
 stock in the manner herein provided, but not above the 
 maximum or below the minimum amount, if any, pre- 
 scribed by law. If increased, the holders of the addi- 
 tional stock issued shall be subject to the same liabilities 
 with respect thereto as are provided by law in relation to 
 the original capital ; if reduced, the amount of its debts 
 and liabilities shall not exceed the amount of its reduced 
 capital, unless an insurance corporation, in which case the 
 amount of its debts and liabilities shall not exceed the 
 amount of its reduced capital and other assets. The 
 owner of any stock shall not be relieved from any lia- 
 bility existing prior to the reduction of the capital stock 
 of any stock corporation. 
 
 See L. 1848, c. 37, § 20 ; L. 1848, c. 40, § 20 ; L. 1848, c. 265, § 8 ; L. 1852, 
 c. 228, § II ; L. 1853, c. 117, § 20 ; L. 1853, <:. 135, § 15 ; L. 1854, c. 232, § 19 ; 
 L. 1867, c. 974, § 9 ; L. 1872, c. 248, § 7 ; L. 1872, c. 611, § i ; L. 1872, c. 820, 
 § 13 ; I,. 1873, c. 737. § 7 ; L. 1875, c. 606, § M ; L. 1875. c. 6li, § 15 ; L. 1878, 
 c. 203, § 10 ; L. 187S, c. 264, § I ; L. 1890, c. 564, § 44. 
 
 Power to change amount of capital stock. — Any business corporation 
 may increase or reduce its capital stock by complying with this and the 
 following sections. No limit is placed upon the amount of stock that a 
 corporation may have, but a tax of one-eighth of one per cent, must be 
 paid to the state treasurer upon every increase of capital.' In reducing 
 the stock the amount of debts and liabilities of the corporation must not 
 exceed the amount of its reduced capital." Aside from statute provisions 
 a corporation has no power to increase or reduce its stock.' 
 
 § 45. Notice of meeting to increase or reduce capital 
 stock. — Every such increase or reduction must be author- 
 ized by a vote df the stockholders owning at least a ma- 
 jority of the stock of the corporation, taken at a meeting 
 of the stockholders specially called for that purpose. 
 Notice of the meeting, stating the time, place and object, 
 and the amount of the increase or reduction proposed, 
 
 ' Post, Taxation Laws. ' Sutherland v. Olcott, 95 N. Y. 93. 
 
 ' See People v. Carr, 36 Hun 488. See Scoville v. Thayer, 105 U. S. 143. 
 
§ 4^] STOCK CORPORATION LAW. 69 
 
 signed by a majority of the directors, shall be published 
 once a week, for at least two successive weeks, in a 
 newspaper in the county where its principal business 
 office is located, if any is published therein, and a copy 
 of such notice shall be personally served upon or duly 
 mailed to each stockholder or member at his last known 
 post-office address at least three weeks before the meet- 
 s' Am'd by L. 1893, c. 700. 
 
 See L. 1848, c. 37, § 21 ; L. 1848, c 40, § 21 ; L. 1848, c. 265, §8 ; L. 1852, 
 c. 228. § 13 ; L. 1853, c. 117, § 21 ; L. 185^, c. 232, § 20 ; L. 1866, c. 73, § i ; 
 L. 1872, c. 248, § 7 ; L. 1872, c. 820, § 14 ; L. 1873, c. 737, § 7 ; L- 1875, c. 611, 
 § 15 ; L. 1878, c. 264, § 2 ; L. 1890, c. 564, §45 ; L. 1892, c. 688. 
 
 Method of procedure. — In order to increase or reduce its stock, a cor- 
 poration must publish a notice of a meeting of the stockholders, stating 
 the facts called for by the above section and signed by a majority of the 
 directors, once a week for at least two successive weeks in a newspaper 
 in the county where its principal office is located ; and a copy of this 
 notice must be served personally upon each stockholder or mailed to him 
 at his last known post-office address at least three weeks before the meet- 
 ing. Inasmuch as this notice requires the signature of a majority of the 
 directors, the procedure to increase or reduce the capital must be first 
 authorized by the directors themselves. 
 
 § 46. Conduct of such meeting ; certificate of increase or 
 reduction. — If, at the time and place specified in the no- 
 tice, the stockholders shall appear in person or by proxy, 
 in numbers representing at least a majority of all the 
 shares of stock, they shall organize by choosing from 
 their number a chairman and secretary, and take a vote 
 of those present in person or by proxy, and if a sufficient 
 number of votes shall be given in favor of such increase 
 or reduction, a certificate of the proceedings, showing 
 a compliance with the provisions of this chapter, the 
 amount of capital actually paid in, the whole amount of 
 debts and liabilities of the corporation, and the amount 
 of the increased or reduced capital stock, shall be made, 
 signed, verified and acknowledged by the chairman and 
 secretary of the meeting, and filed in the office of the 
 
70 STOCK CORPORATION LAW. [§ 46 
 
 clerk of the county where its principal place of business 
 shall be located, and a duplicate thereof in the office of 
 the secretary of state. In case of a reduction of the capi- 
 tal stock, except of a railroad corporation, or a monied 
 corporation, such certificate shall have endorsed thereon 
 the approval of the comptroller, to the effect that the 
 reduced capital is sufficient for the proper purposes of 
 the corporation, and is in excess of its debts and lia- 
 bilities, and in case of the increase or reduction of the 
 capital stock of a railroad corporation, or a monied cor- 
 poration, the certificate shall have endorsed thereon the 
 approval of the board of railroad commissioners, if a 
 railroad corporation ; of the superintendent of banks, if 
 a corporation formed under or subject to the banking 
 law ; and of the superintendent of insurance, if an insur- 
 ance corporation. 
 
 When the certificate herein provided for has been filed, 
 the capital stock of such corporation shall be increased 
 or reduced, as the case may be, to the amount specified 
 in such certificate. The proceedings of the meeting at 
 which such increase or reduction is voted, shall be entered 
 upon the minutes of the corporation. If the capital 
 stock is reduced, the amount of capital over and above 
 the amount of the reduced capital shall be returned to 
 the stockholders pro rata at such times and in such 
 manner as the directors shall determine. 
 
 See L. 1848, c. 37, § 22 ; L. 1848, c 40, § 22 ; L. 1848, c. 265, § 8 ; L. 1852. 
 c. 22S, § 14 ; L 1853, q, 117, § 22 ; L 1854, c 232, § 21 ; L. 1866. c. 73. § 2 ; 
 L. 1872, c. 248, § 7 ; L. 1872, c. 820, § 15 ; U 1873, c. 737, § 7 ; L 1875, c. 611, 
 § 15 ; L. 1878, c. 264, § 3 ; L- "Sgo. c. 564, §46; L. 1892,0. 688; L. 1893,0.700. 
 
 Meeting to increase or reduce stock. — Stockholders, representing at 
 least a majority of the stock, either m person or by proxy, must attend 
 the meeting to increase or reduce the capital. In case this number is 
 present the stockholders organize by choosing from their number a 
 chairman and secretary ; thereupon a vote is taken, and if a majority of 
 the stock of the corporation is voted in favor of the proposition to m- 
 
§ 47] STOCK CORPORATION LAW, 7 1 
 
 crease or reduce the stock as advertised, the proposition is carried, and a 
 certificate of the proceedings of the meeting must be made, signed, 
 verified, and acknowledged by the chairman' and secretary of the meeting, 
 and filed in the office of the clerk of the county where the corporation 
 has its principal place of business, and a duplicate thereof must be filed 
 in the office of the secretary of state. This certificate must set forth the 
 particulars called for by the above section, all of which are fully shown 
 in a form subsequently given. When the certificate has been filed, the 
 capital stock of the corporation is increased or reduced according to the vote 
 of the stockholders. In either case it is proper to call in the old certifi- 
 cates of stock and endorse upon them the change that has been made in 
 the capital of the corporation." Owners of the original stock of the cor- 
 poration are not affected by a failure to pay in the new increased stock.' 
 New stock can only be issued in accordance with section 42 of the 
 Stock Corporation Law.* Stockholders are entitled to preference in 
 purchasing new stock.' 
 
 (For form of certificate, see post ^ Forms, XV.) 
 
 § 47. Preferred and common stock.— Every domestic 
 stock corporation may have preferred and common stock, 
 and different classes of preferred stock, if tiie certificate 
 of incorporation so provides or by tiie unanimous consent 
 of tiie stockholders, and may, upon the written request of 
 the holder of any preferred stock, by a two-thirds vote of 
 its directors, exchange the same for common stock, and 
 issue certificates for common stock therefor, share for 
 share, or upon such other valuation as may have been 
 agreed upon in the scheme for the organization of such 
 corporation, or the issue of such preferred stock, but the 
 total amount of such capital stock shall not be increased 
 thereby. 
 
 See L. 1880, c. 225; L. i8go. c. 564, § 47. 
 
 ' See Cuykendall v. Douglass. 19 Petersburg Granite Quar. Co. (Sup. 
 
 Hun 577 See Freeman Nat. Bk. u. Ct.), 43 St. Rep. 235. 
 
 Smith. 13 Blatch. C, Ct. 220; Strong v. ' Griffeth v Green, 129 N. Y. 517; 
 
 Brooklyn C. T. R. Co., 93 N. Y. 426. Veeder v Mudgett, 95 N. Y. 295. 
 
 ' See Williams v W. U. Tel. Co , g * Ante, p. 63. See Knowlton v. Con- 
 Abb. N. C. 419. A stockholder agree gress & Empire Spring Co., 57 N. Y. 
 ing to receive his proportion o( reduced 518. 
 
 stock, is bound by his agreement if the ' Humboldt Driving Park Asso. v. 
 
 corporation acts upon it. Abbott v. Stevens, 52 N. W. Rep. 568. 
 
72 STOCK CORPORATION LAW. [§ 48 
 
 Preferred and common stock. — Corporations may provide, in their cer- 
 tificates of incorporation, for preferred and common stock and for different 
 classes of preferred stock. If they do not do this the statute requires the 
 unanimous consent of the stockholders in order to issue preferred stock 
 subsequently.' The directors may also exchange the preferred stock for 
 common slock by complying with the above section. An officer partici- 
 pating in the issue of unauthorized preferred stock, cannot recover money 
 paid upon his subscription therefor." 
 
 (For form of certificate of Jiref erred stock, see post. Forms, XVI.) 
 
 § 48. Prohibited transfers to officers or stockholders. — 
 No corporation which shall have refused to pay any of 
 its notes or other obligations when due, in lawful money 
 of the United States, nor any of its officers or directors, 
 shall transfer any of its property to any of its officers, 
 directors or stockholders, directly or indirectly, for the 
 payment of any debt, or upon any other consideration than 
 the full value of the property paid in cash. No convey- 
 ance, assignment or transfer of any property of any such 
 corporation by it or by any officer, director or stockholder 
 thereof, nor any payment made, judgment suffered, lien 
 created or security given by it or by any officer, director or 
 stockholder when the corporation is insolvent or its insol- 
 vency is imminent, with the intent of giving a preference to 
 any particular creditor over other creditors of the corpo- 
 ration shall be valid. 
 
 Every person receiving by rpeans of any such prohib- 
 ited act or deed any property of the corporation shall be 
 bound to account therefor to its creditors or stockholders 
 or other trustees. 
 
 No stockholder of any such corporation shall make 
 any transfer or assignment of his stock therein to any 
 person in contemplation of its insolvency. Every transfer 
 
 ' See Campbell v. American Zylonite ' Banigan v. Bard, 134 U. S. 
 Co., 122 N. Y. 455; Kent v Quick- 291. 
 silver Mining Co., 78 N. Y. 178. 
 
§ 4^] STOCK CORPORATION LAW. "J^ 
 
 or assignment or other act done in violation of the fore- 
 going provisions of this section shall be void. 
 
 No conveyance, assignment or transfer of any property 
 of a corporation formed under or subject to the banking 
 law, exceeding in value one thousand dollars shall be 
 made by such corporation, or by any officer or director 
 thereof, unless authorized by a previous resolution of its 
 board of directors, except promissory notes or other 
 evidences of debt issued or received by the officers of the 
 corporation in the transaction of its ordinary business 
 and except payments in specie or other current money or 
 in bank bills made by such officers. No such convey- 
 ance, assignment or transfer shall be void in the hands of 
 a purchaser for a valuable consideration without notice. 
 
 Every director or officer of a corporation who shall 
 violate or be concerned in violating any provision of 
 this section, shall be personally liable to the creditors and 
 stockholders of the corporation of which he shall be 
 director or an officer to the full extent of any loss they 
 may respectively sustain by such violation. 
 
 See R. S., Part I., ch. i8, title 4, § 4, 8th Ed., p. 1729; Birdseye's Ed., p. 679; 
 L. 1890, c. 564, § 4S. 
 
 Insolvent corporations cannot transfer property to officers or stock- 
 holders. — The above section takes the place of the provisions of the 
 revised statutes prohibiting transfers by insolvent corporations, and 
 enlarges the scope of this legislation.' It, however, does not forbid non- 
 preferential assignments. The purpose of the section seems to be to 
 prevent a failing corporation from repaying loans made to it by its offi- 
 cers or directors,'' and from giving a preference to any particular creditor.' 
 
 'R. S., Part I., ch. 18, title 4, § 4 ; 127 N. Y. 508; Bricknell v. Speir 
 
 8th Ed., p. 1729, Birdseye's Ed., p. 679. (N. Y C. P.), 45 St. Rep. 651 ; King 
 
 See Vauderpoel v. Gorman, N. Y. v. Union Iron Co., 33 St. Rep. 545 ; 
 
 L. J. March 24, 1893, N. Y. L. J. National Broadway Bank v. Wessell 
 
 March 29, 1893, " Correspondence " Metal Co., 59 Hun 470; Keiley -v. 
 
 ^ Throop V. Hatch Lithographic Co., Mechanics' & Traders' Bank, 39 St. 
 
 125 N. Y. 530, 58 Hun 149. Rep. 438 ; Paulding v. Chrome Steel 
 
 ' See Braem v. Merchants' Nat. Bank, Co., 94 N. Y. 334. 
 
74 STOCK CORPORATION LAW. [§ 49 
 
 It makes every person who receives property of the corporation contrary 
 to its provisions liable to account to its creditors, stockholders, or other 
 trustees. Under the previous statute relating to this subject, it has been 
 held that a corporation is not obliged to defend suits brought against it 
 by creditors, and that allowing such actions as .are based upon proper 
 claims to go by default was not a violation of the prohibition therein 
 contained.' 
 
 The above section also prohibits any stockholder from making a 
 transfer or assignment of his stock in contemplation of the insolvency of 
 the corporation, and it declares that every such transfer or assignment 
 shall be void. And every director or officer of a corporation who par- 
 ticipates in a violation of any of the provisions of the section is person- 
 ally liable to the creditors and stockholders of the corporation to the full 
 extent of any loss they may suffer by reason of any such violation.' 
 
 § 49. Payment by stockholders of mortgage debt pending 
 foreclosure. — Whenever default shall be made by any cor- 
 poration in the payment of principal or interest of any of 
 its bonds secured by mortgage or deed of trust of its 
 property, any stockholder may at any time during the 
 pendency of the foreclosure of such mortgage or deed 
 of trust and before the sale thereunder, pay to the mort- 
 gagees or grantees in such mortgage or deed, for the use 
 and benefit of the holders of such bonds, a sum equal to 
 such proportion of the amount due and secured to be 
 paid by such mortgage or deed, as his stock in such cor- 
 poration shall bear to its whole capital stock, and on 
 making such payment he shall to the extent thereof be- 
 come and be interested in such mortgage or deed and 
 protected thereby. 
 
 See L. 1853, c. 502, §§ i, 2 ; L. i8go, c. 564, § 49. 
 
 • 
 
 'Varnutn v. Hart, iiq N. Y. loi. 'As to whether these provisions 
 
 See Dickson v. Mayer, 26 Abb. N. C. affect foreign corporations, see Hill v. 
 
 257, 35 St. Rep. 482; King i/. Union Knickerbocker Elecric Light and Power 
 
 Ins. Co., 33 St. Rep. 545 ; Gardner v. Co. (Sup. Ct.), 45 St. Rep. 761 ; Coats 
 
 C. B. Keogh Mfg. Co., 63 Hun 519 ; v. Donnell, 94 N. Y. 168 ; Worthington 
 
 Southworth & Jones on Mfg. and Bus. Co. v. Pfister Binding Co., N. Y. L. J. 
 
 Corp., p. 238, n. 4. Broweri/. Brooklyn Dec. 9, l8g2. 
 Trust Co. (Sup. Ct.), 21 N. Y. Supp. 324. 
 
§ 5o] STOCK CORPORATION LAW. 75 
 
 Right of stockholders to participate in mortgage or deed of tmst. — 
 The above section is founded upon a previous law of this State, and gives 
 to any stockholder the privilege during the pendency of foreclosure pro- 
 ceedings upon a corporate mortgage or deed of trust, and before the sale, 
 to pay to the mortgagees or grantees for the benefit of the holders 
 of the bonds issued thereunder a sum equal to such proportion of the 
 amount to be paid under the mortgage or deed as his stock in the cor- 
 poration shall bear to its whole capital, and to the extent of his payment 
 to become interested in and protected by the mortgage or deed. 
 
 § 50. Application to court to order issue of new in place of 
 lost certificate of stock. — The owner of a lost or destroyed 
 certificate of stock, if tlie corporation shall refuse to 
 issue a new certificate in place thereof, may apply to the 
 supreme court, at any special term held in the district 
 where he resides, or in which the principal business office 
 of the corporation is located, for an order requiring the 
 corporation to show cause why it should not be required 
 to issue a new certificate in place of the one lost or de- 
 stroyed. The application shall be by petition, duly veri- 
 fied by the owner, stating the name of the corporation, 
 the number and date of the certificate, if known, or if it 
 can be ascertained by the petitioner; the number of 
 shares named therein, to whom issued, and as particular 
 a statement of the circumstances attending such loss or 
 destruction as the petitioner can give. Upon the pres- 
 entation of the petition the court shall make an order 
 requiring the corporation to show cause, at a time and 
 place therein mentioned, why it should not issue a new 
 certificate of stock in place of the one described in the 
 petition. A copy of the petition and order shall be 
 served on the president or other head of the corporation, 
 or on the secretary or treasurer thereof, personally, at 
 least ten days before the time for showing cause. 
 
 See L. 1873, c. 151, § i ; L. 1890, c. 564, § 50. 
 
 How new certificates of stock may be obtained. — When a certificate 
 of stock i? lost, the owner, by complying with the above provision, may 
 
76 STOCK CORPORATION LAW. [§ 5^ 
 
 compel the corporation to issue to him a new certificate in the place of 
 the one lost. 
 
 The above section retains the previous law in this State upon this sub- 
 ject, but it enlarges the remedy of a stockholder by allowing him to 
 apply to the supreme court of the district in whic^ the principal business 
 oflSce of the corporation is located, as well as to the court of the district 
 in which he resides, for his remedy under the section. Obedience to 
 the order of the court under this provision may be enforced by attach- 
 ment.' 
 
 § 51. Order of court upon such application. — Upon the 
 return of the order, with proof of due service thereof, the 
 court shall, in a summary manner, and in such mode as 
 it may deem advisable, inquire into the truth of the facts 
 stated in the petition, and hear the proofs and allegations 
 of the parties in regard thereto, and if satisfied that the 
 petitioner is the lawful owner of the number of shares, or 
 any part thereof, described in the petition, and that the 
 certificate therefor has been lost or destroyed, and cannot 
 after due diligence be found, and that no sufficient cause 
 has been shown why a new certificate should not be issued, 
 it shall make an order requiring the corporation, within 
 such time as shall be therein designated, to issue and de- 
 liver to the petitioner a new certificate for the number of 
 shares specified in the order, upon depositing such security, 
 or filing a bond in such form and with such sureties as to 
 the court shall appear sufficient to indemnify any person 
 other than the petitioner who shall thereafter be found 
 to be the lawful owner of the certificate lost or destroyed ; 
 and the court may direct the publication of such notice, 
 either before or after making such order as it shall deem 
 proper. Any person claiming any rights under the cer- 
 tificates alleged to have been lost or destroyed shall have 
 recourse to such indemnity, and the corporation shall be 
 
 ' See Matter of Biglin v. Friendship W. R. Co., 94 N. Y. 204, 25 Hun 438 ; 
 Assn., 46 Hun 223 ; Brisbane zi. D. L. & Pollock v. Nat. Bk.. 7 N. Y. 274. 
 
§ 52] STOCK CORPORATION LAW. 'J^ 
 
 discharged from all liability to such person upon com- 
 pliance with such order ; and obedience to the order may 
 be enforced by attachment against the officer or officers 
 of the corporation on proof of his or their refusal to com- 
 ply with it. 
 
 See L. 1873, c. 151, § 2 ; L. 1890, c. 564, § 51. 
 
 § 52. Financial statement to stockholders. — Stockhold- 
 ers owning five per centum of the capital stock of any 
 corporation other than a monied corporation, not exceed- 
 ing one hundred thousand dollars, or three per centum 
 where it exceeds one hundred thousand dollars, may make 
 a written request to the treasurer or chief fiscal officer 
 thereof, for a statement of its aifairs, under oath, em- 
 bracing a particular account of all its assets and liabilities, 
 and the treasurer shall make such statement and deliver 
 it to the person presenting the request within thirty days 
 thereafter, and keep on file for twelve months thereafter 
 a copy of such statement, which shall at all times during 
 business hours be exhibited to any stockholder demand- 
 ing an examination thereof ; but the treasurer or such 
 chief fiscal officer shall not be required to deliver more 
 than one such statement in any one year. The supreme 
 court, or any justice thereof, may upon application, for 
 good cause shown, extend the time for making and de- 
 livering such certificate. For every neglect or refusal of 
 the treasurer or other chief fiscal officer thereof to comply 
 with the provisions of this section he shall forfeit and 
 pay to the person making such request the sum of fifty 
 dollars, and the further sum of ten dollars for every twen- 
 ty-four hours thereafter until such statement shall be fur- 
 nished. 
 
 See L. 1885, c. 489, § 3 ; L. 1890, c. 564, § 52. 
 
 Minority stockliolders entitled to statement of affairs. — Stockholders 
 holding five per cent, of the capital stock of any business corporation, 
 the capital of which does not exceed one hundred thousand dollars, 
 
y8 STOCK CORPORATION LAW. [§53 
 
 and stockholders owning three per cent, where the capital exceeds 
 this amount, may obtain a particular account of the assets and liabilities 
 of the corporation once a year under the above section. This statement 
 must be kept on file in the office of the corporation for twelve months 
 after it is made, and is open to the inspection of stockholders during 
 business hours." The statement must be delivered to the person author- 
 ized to present the request for it within thirty days after the request is 
 made, unless the supreme court shall extend the time for making and 
 delivering it. The penalty for non-compliance with this section is that 
 the treasurer or other fiscal oflBcer of the corporation forfeits to the per- 
 son making the request the sum of $50, and the further sum of $io for 
 every day until the statement is furnished.* 
 
 § 53. Exhibition of books by transfer agent of foreign 
 corporation. — The transfer agent in this state of any for- 
 eign corporation whether such agent shall be a corpora- 
 tion or a natural person, shall, at all times during the 
 usual hours of transacting business, exhibit to any stock- 
 holder of such corporation, when required by him, the 
 transfer book, and a list of the stockholders thereof, if 
 in his power to do so, and for every violation of the pro- 
 visions 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. 
 
 See L. 1842, c. 165, §g i, 2 ; L. 1890, c. 564, § 56, substantially unchanged. 
 
 Transfer agents of foreign corporations must exhibit transfer 
 books.— The above section is based upon an early statute of the State.* 
 Compliance with the law is required under the penalty of a forfeiture of 
 the sum of two hundred and fifty dollars, to be recovered by the person 
 to whom a refusal to exhibit the transfer book and the list of stockhold- 
 ers is made. The cq^rt will grant a peremptory or alternative manda- 
 mus as the facts warrant,* 
 
 • See French j/.McMillan, 43 Huni88. 4, 1893; People v. St. Louis, etc. R. 
 ' See Gould v. Walbridge (N. Y. Co., 19 Abb. N. C. i ; People « 
 
 Super. Ct.), 44St. Rep. 835. re/. Harriman v. Paton, 20 Abb. N. 
 
 ' L. 1842, c. 165. C. 172 ; Kennedy v. Chicago, etc. R. 
 
 * See People ex rel. Daniels v. Craw- Co., 14 Abb. N. C. 326 ; People exrel. 
 ford (S. C. G. T.), N. Y. L. J , April Hatch v. Lake Shore, etc. R. Co., li 
 22, 1893, Chambers, N. Y. L. J., Feb. Hun i. 
 
§ 54] STOCK CORPORATION LAW, 79 
 
 § 54. Liabilities of stockholders.— The stockholders of 
 every stock corporation shall, jointly and severally, be 
 personally liable to its creditors, to an amount equal to 
 the amount of the stock held by them respectively, for 
 every debt of the corporation, until the whole amount of 
 its capital stock issued and outstanding at the time such 
 debt was incurred shall have been fully paid. The stock- 
 holders of every stock corporation shall, jointly and sev- 
 erally, be personally liable for all debts due and owing to 
 any of its laborers, servants or employes other than con- 
 tractors, for services performed by them for such corpo- 
 ration. 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 termi- 
 nation 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 ser- 
 vices. 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 trus- 
 tee shall be liable in the like manner and to the same ex- 
 tent as the testator or intestate, or the ward, or person in- 
 terested 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 exec- 
 utor, administrator, guardian or trustee voluntarily in vested 
 the trust funds in such stocks, in which case he shall be 
 personally liable as a stockholder. 
 
 See L. 1848, c. 37, §§ 10, 11, 15 ; L. 1848, c. 40, §§io, 11, 16, 18, 24 ; L. 
 
8o STOCK CORPORATION LAW. [§ 54 
 
 1848, c. 259, § 2 ; L. 1848, c. 265, § 10 ; L. 1850, c. 140, §§ 10, 11 ; L. 1852, c. 
 228, §§ 5, 6, 7, 8, 9; L. 1853, c. 117, §§ 10, II ; L. 1853, c. 117, §§16, 18, 24; 
 L. 1853. c. 135, § 14; L. 1854, c. 232, §10; L. 1854, c. 232, §§12, 16, 18; L. 
 1857, c. 546, §§ II, 16, 18; L. 1861, c. 149, 452; L. 1867, c. 971, §8; L. 1867, 
 c. 974, §§io, II ; L. 1872, c. 248, §3; L. 1872, c. 820, §§9, 10; L. 1874,0. 143, 
 §§10,13; L- '874, c. 288, §4; L. 1875. c. 6n6, §§12, 15; L. 1875, c. 611, §§23, 
 25 ; L. 1877, u 228, §3 ; L- 1878, t. 203, §§ II, 12 ; L. 1890, c. 564, §57. 
 
 Liability of stockholders to servants and employees. — The present 
 statute is essentially different from the laws of 1848 and 1875, in respect 
 to the liability of stockholders to servants and employees. Under the 
 law of 1848 this liability was confined to " laborers, servants and appren- 
 tices,"' and under the law of 1875 all liability was dispensed with.' 
 But under the above statute, liability exists in behalf of " laborers, 
 servants or employes, other than contractors." The words "or em- 
 ployes," etc., taking the place of the words " and apprentices," found in 
 the law of 1848. The decisions limiting liability to persons performing 
 menial services were rendered under the former statute, and are not 
 applicable to the new phraseology.' 
 
 The statute as now in force seems to comprehend all employees who 
 perform services for the corporation, save those who belong to the class 
 specifically excluded, namely, contractors.'' A servant may assign his 
 claim,* and all or one only of the stockholders may be sued." The short 
 statute of limitations prescribed by the above section, both with respect 
 to the notice of claim against a stockholder and to the time within 
 which an action must be brought against him, should be noted. 
 
 Liability of stockholders to general creditors. — The liability of stock- 
 holders in business corporations under the above section is unlike that 
 existing under any preceding law of the State.' 
 
 Stockholders of one of these corporations are now liable until the 
 whole amount of its capital stock issued and outstanding at the time a 
 debt is incurred shall have been fully paid. It is the issued and outstand- 
 ing stock that must be paid in and not the whole capital as formerly.' 
 No certificate of the payment of capital is now necessary to relieve stock- 
 holders from liability.' The exemption from liability accorded stock- 
 
 ' L. 1848, c. 40, § 18. * Herries v. Piatt, 21 Hun 132; Dean 
 
 ' Southworth & Jones on Mfg. and v. Whiten, 16 Hun 203. 
 
 Business Corporations, 2d Ed., § 203. ' See article on "A Grievance of 
 
 ' See Wakefield v. Fargo, 90 N. Y. Stockholders in New York Business 
 
 213, and cases cited; note 25 Abb. N. Corporations," 46 Alb. L. J. 265,001. 
 
 C; Southworth & Jones, 2d Ed., § g6. i, 1892. 
 
 * See Gurney v. A., etc. R. Co., 58 " L. 1848, c. 40, § 10; L. 1875, c. 611, 
 
 N. Y. 358; People v. Remington, 45 § 37. 
 
 Hun 329. * Compare L. 1848, c. 40, § 11; L. 
 
 ' Krauser v. Ruckel, 17 Hun 463; 187;, c. 611, § 37. See National Tube, 
 
 Pitcher v. Drayton, 17 Hun 429; Kin- etc. Co. v. GilfiUan, 124 N. Y. 302. 
 caid V. Dwinelle, 59 N. Y. 548. 
 
§ 54] STOCK CORPORATION LAW. 8 I 
 
 holders who held stock issued for property under the law of 1853,' no 
 longer exists, and those who pay for their stock in money are on an 
 equality with those who pay in property. 
 
 This in some instances will probably work injury to persons who have 
 taken stock in payment for property or for labor. It may be said, more- 
 over, that the present law in this State is not in accord with the idea of a 
 trading company as it exists in England,'^ or of a society anonyme as it 
 exists throughout Europe,' or of a business corporation as it is known 
 throughout this country.* For in all these instances the distinctive 
 characteristic of a corporation of this character is that the persons who 
 associate themselves together limit their liability to the amount of their 
 individual subscriptions. 
 
 The effect of the law of this State now is to make one stockholder re- 
 sponsible for the default of another, and the statute should be altered so 
 as to free from further liability to general creditors every stockholder who 
 has discharged his debt to the corporation. 
 
 Who are liable as stockholders. — Creditors may hold the registered 
 stockholders liable even though they are not the real owners of the 
 stock, and they also have the privilege of proceeding against the real 
 owners.' A stockholder who makes a sale of stock and has the transfer 
 registered is, however, relieved from liability for future debts.' He con- 
 tinues to be liable for debts already incurred until the statute of limita- 
 tions provided by the above section has run in his favor.' Executors 
 and trustees are not personally responsible." A stockholder is not liable 
 for debts contracted before he became a stockholder unless they are con- 
 tinuing contracts.' Subscribers to stock are liable upon their subscrip- 
 tions if there is user by the corporation.'" A stockholder who is a creditor 
 
 ' L. 1853, c. 333, § 2, repealed by "Matter of Santa, etc. M. Co., 21 
 
 General Corporation Law, post. St. Rep. 89 ; White v. Price, 39 Hun 
 
 ' See Buckley on the Companies 394 ; Stover v. Flack, 30 N. Y. 64. 
 
 Acts, 6th Ed., p. 142. ' Hardman v. Sage, 124 N. Y. 25 ; 
 
 * See La SocidU Anonyme En Droit Phillips v. Therasson, 11 Hun 141 ; 
 Italien (1887), F6Iix M. Bing, p. 43. Tracy v. Yates, 18 Barb. 152 ; McMas- 
 
 * See ante, note 7, p. 80. ter v. Davidson, 29 Hun 542 ; Mcln- 
 
 * Wakefield v. Fargo, 90 N. Y. 213 ; tyre v. Strong, 63 How. Pr. 43 ; Lewis 
 Johnson v. Underhill, 52 N. Y. 203 ; v. Ryder, 13 Abb. Pr. i ; Cox v. 
 Shellington v. Howland, 53 N. Y. 371 ; Gould, 4 Blatchf. 341 ; Oviatt a. 
 Stover V. Flack, 30 N. Y. 64 ; Matter Hughes, 41 Barb. 542. See Gaff v. 
 of Reciprocity Bank, 22 N. Y. 17 ; Whitney, 2 N. Y. City Ct. 256. 
 Washburn & Moen Mfg. Co. v. Clarke, '° See also National Tube, etc. Co. v. 
 43 St. Rep. 709. GilfiUan, 124 N. Y. 302 ; Wellington v. 
 
 « Wakefield v. Fargo, 90 N. Y. 213 ; C. C. & I. Co., 52 Hun 408 ; Veeder v 
 
 Veiler v. Brown, i8 Hun 571. Mudgett, 95 N Y. 295 ; Aspinwall v. 
 
 ' HoUingshead v. Woodward, 107 Sacchi, 57 N. Y. 331; Buffalo, etc. Co. 
 
 N. Y. 100 ; Eddy v. Coop. Dress. Asso., v. Carey, 26 N. Y. 75; Eaton v. Aspin- 
 
 3 Civ. Pro. Rep. 442. wall, ig N. Y. iig ; Perkins v. Hatch, 
 
 6 
 
82 
 
 STOCK CORPORATION LAW. 
 
 [§55 
 
 may offset his claim," but a director cannot offset claims bought by him 
 at a discount against his liability as a stockholder.^ The limit of a 
 stockholder's liability is the amount of his stock.' 
 
 To whom stockholders are liable. — Creditors to recover must be 
 within the provisions of § $$■'* Under the present law their debts must 
 be incurred while the issued and outstanding capital stock is unpaid.'' 
 Neither the corporation nor its receiver can enforce this liability ; it 
 exists for creditors alone.' These creditors must also be contract cred- 
 itors.' One stockholder may sue alone, or an equitable action may be 
 brought.' A stockholder may sue a co-stockholder,' but a creditor- 
 director cannot sue other stockholders.'" 
 
 § 55. Limitation of stockholder's liability. — No action 
 shall be brought against a stockholder for any debt of 
 the corporation until judgment therefor has been recov- 
 ered 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 re- 
 coverable, with costs against the stockholder. No stock- 
 
 4 Hun 137, 64 N. Y. 634 ; Hyatt v. 
 Esmond, 37 Barb. 606 ; Seymour v. 
 Sturgess, 26 N. Y. 134. See Perry v. 
 Hoadley, 19 Abb. N. C. 76. 
 
 ' Mathez p. Neidig, 72 N. Y. 100 ; 
 Agate V. Sands, 73 N. Y. 620 ; Chris- 
 tiansen V. Colby, 43 Hun 362 ; Matter 
 of Empire City Bank, 18 N. Y. 199; 
 Weeks v. Love, 33 N. Y. Super. Ct. 
 397 ; Richards v. Crocker, 19 Abb. 
 N. C. 73 ; Richards v. Brice, 15 Daly 
 144 ; Garrison 7a Howe, 17 N. Y. 458 ; 
 Briggs V. Penniman. 8 Cow. 392 ; 
 Tallmadge v. Fishkill Iron Co., 4 Barb. 
 382. 
 
 'Bulkley v. WhiHomb, 121 N. Y. 
 107, 41 Alb. L. J. 463. See Briggs v. 
 Cornwell, 9 Daly 436. 
 
 ' Wheeler 7/. Millar, 90 N. Y. 353 ; 
 Handy v. Draper, 89 N. Y. 334 ; Chase 
 7). Lord, 77 N. Y. I ; Pfohl v. Simpson, 
 74 N. Y. 137 ; Baily v. Bancker, 3 
 Hill 188; Bruce v. Driggs, 25 How. 
 Pr. 71. 
 
 * Sufra. 
 
 '^»fe, §54- 
 
 ' Farnsworth v. Wood, 91 N. Y. 308 ; 
 Knox V. Baldwin, 80 N. Y. 610 ; 
 Tucker v. Gilman, 45 Hun 193 ; Bill- 
 ings V. Trask, 30 Hun 314 ; Harris v. 
 Norvell, i Abb. N. C. 127 ; Strong v. 
 Wheaton, 38 Barb. 616. 
 
 'Cuykendall v. Corning, 88 N. Y. 
 129 ; Moss V. Oakley, 2 Hill 268. 
 
 * Farnsworth v. Wood, 91 N. Y. 308; 
 Veeder 7'. Judson, 91 N. Y. 374 ; Pfohl 
 V. Simpson, 74 N. Y. 137 ; Mathez v. 
 Neidig, 72 N. Y. 100 ; Southworth & 
 Jones, 2d Ed., p. 164 et seq. 
 
 ' Aspinwall v. Sacchi, <i7 N. Y. 331 ; 
 Wiles V. Suydam, 64 N Y. 173 ; Dom- 
 ing V. Puleston, 33 N. Y. Super. Ct. 
 231 ; Dodge v. Havemeyer, 4 St. Rep. 
 561 ; Waite v. Ferguson, 14 Abb. Pr. 
 379 ; Woodruff & Beach Iron Works v. 
 Chittenden, 4 Bosw. 406 ; Clark v. 
 Myers, 11 Hun 608. See next follow- 
 ing note. 
 
 "■ McDowall V. Sheehan, 129 N. Y. 
 200, 41 St. Rep. 415. 
 
4 55] STOCK CORPORATION LAW. 83 
 
 holder shall be personally liable for any debt of the cor- 
 poration 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. 
 
 See L. 1848, c. 37, § 17; L. 1848, c. 40, §§ 10, 24; L. 1848, c. 265, § 10; L. 
 1852, c. 228, § 8; L. 1853, c. 117, § 24; L- 1857, c. 546, § 20; L. 187=;, c. 611, 
 •§§ 23, 25; L. 1877, c. 228, § 3; L. 1890, c. 564, § 58, unchanged. 
 
 Requirements respecting action against stockholder. — A creditor suing 
 a. stockholder must allege in his complaint and prove at the trial that the 
 debt sued on was to be paid within two years,' that judgment was 
 obtained against the corporation in due season,' and that execution has 
 been issued and returned unsatisfied in whole or in part, and that the 
 defendant was a stockholder.' His action must have been brought 
 against the corporation within two years under the statute.* A judgment 
 obtained against the corporation is not evidence of the claim against the 
 stockholder.* Obtaining a judgment against the corporation is excused 
 if the corporation has been dissolved, or if compliance by a creditor is 
 impossible for any reason.' 
 
 ' Compare Johnson v. Underhill, 52 * Kincaid v. Dwinelle, 59 N. Y. 548; 
 
 N. Y. 203; Hill V. Conklin, 7 Daly 397; Sawyer v. Rosebrook, 48 Hun 453; 
 
 Handy v. Draper, 8g N. Y. 334; Rocky Wheeler v. Miller, 24 Hun 541; Handy 
 
 Mountain Nat. Bank v. Bliss, 89 N. Y. v. Draper, 23 Hun 256 ; Southworth & 
 
 338. Jones, p. 172, note i. 
 
 ' See Jagger Iron Co. v. Walker, 76 " New England Iron Co. v. Gilbert 
 
 N. Y. 521; Parrot w. Colby, 6 Hun 55, El. R. Co., 91 N. Y. 153; HoUings- 
 
 affi'd 71 N. Y. 597; Parrot v. Sawyer, head v. Woodward, 107 N. Y. 96; Cuy- 
 
 87 N. Y. 622; Hardman v. Sage, 47 kendall v. Corning, 88 N. Y. 129; 
 
 Hun 230. Sturges w. Vanderbilt, 73 N. Y. 384; 
 
 ' See Tucker v. Oilman, 121 N. Y. McCuUoch v Norwood, 58 N. Y. 562; 
 
 i8q; Dean v. Mace, 19 Hun 391; Kincaid v. Dwinelle, 59 N. Y. 548; 
 
 Dempsey ». Willett, 16 Hun 264; Viele Flash v. Conn, 109 U. S. 371; Bir- 
 
 7'. Wells, 9 Abb. N. C. 277; Strong i/. mingham Nat. Bank v. Mosser, 14 
 
 Wheaton, 38 Barb. 616; Hovey v. Hun 605; Shellington v. Howland. 53 
 
 Ten Broeck, 3 Robt. 316; Lindsley v. N. Y. 371; Birmingham Nat. Bank ?'. 
 
 Simmons, 2 Abb Pr. (N. S.) 6g; Shel- Keck, 55 How. Pr. 222; Allen v. 
 
 lington V. Howland, 67 Barb. 14. Ward, 36 N. Y. Super. 290. 
 
 * See Hardman v. Sage, 124 N. Y. 
 25; Short V. Medbury, 29 Hun 39. 
 
84 STOCK CORPORATION LAW. [§ 5^ 
 
 Action may be brought as soon as execution against the corporation is 
 returned unsatisfied, and it may be brought at any time thereafter for six 
 years.' Under the law of 1875 a judgment against the corporation was 
 not a prerequisite to the bringing of the action,* and the present law 
 follows the statute of 1848 in this particular. The action may be brought 
 in other States.^ It is not penal and therefore survives.* An action to 
 enforce this liability cannot be united with an action to recover for 
 failure to file an annual report.' 
 
 § 56. Increase or reduction of number of shares. — A 
 stock corporation may provide that the number of 
 shares into which its capital stock is divided shall be 
 increased or reduced by a two-thirds vote of all stock 
 duly represented at a meeting held and conducted in 
 like manner, and upon filing a like certificate, as required 
 for the increase or reduction of its capital stock. If such 
 increase or reduction of the number of shares be so au- 
 thorized, the corporation shall issue to each stockholder 
 certificates for as many shares of the new stock as equal 
 in par value the shares of the old stock held by him, 
 upon surrender and cancellation of such old stock. This 
 section does not authorize the increase or reduction of 
 the capital stock of such corporation. 
 
 Added to the Stock Corporation Law by Laws 1893, chapter 196. See L. 
 1866, c. 73 ; L. 1884, t. 397. 
 
 Method of changing par value of shares. — By the above section the 
 
 ' Handy v. Draper, 89 N. Y. 334; See Douglass v. Ireland, 73 N. Y. 100. 
 Wiles z'. Suydam, 64 N. Y. 173; Map- See, in reference to actions by stock- 
 pier V. Mortimer, 11 Abb. Pr. N. S. holders against the corporation : 
 455; King v. Duncan, 38 Hun 461; Thompson i: Stanley, 20 N. Y. Supp. 
 Cochran v. Am. Opera Co., Lim., 20 317; Averill v. Barber, 25 St. Rep 194; 
 Abb. N. C. no. • Anderton v. Wolf, 41 Hun 571; 
 
 ' Walton V. Coe, no N. Y. 109; Spencer v. Clark, 22 Week. Dig. 490; 
 
 Christensen v. Eno, 106 N. Y. 97; Sheridan v. Sheridan Electric Light 
 
 Savings Asso. v. O'Brien, 51 Hun 45. Co., 38 Hun 396; Kelsey v. Sargent, 
 
 ' Griffith V. Mangan, 42 N. Y. Super. 40 Hun 150; Gamble v. Queens Co. 
 
 369 ; Pugh V. Hurtt, 52 How. Pr. Water Co., 123 N. Y. 91 ; 23 St. Rep. 
 
 22, 4og; Ziegler v. Hoagland, 52 Hun 385; 
 
 * Cochran v. Wiechers, 119 N. Y. Gildersleeve i/. Lester (Patterson, J.), 
 
 399; Richmond v. Iron, 121 U. S. 27. N. Y. L. J., Feb. 7, 1893. And see 
 
 ' Wiles V. Suydam, 64 N. Y. 173. post, Appendix. 
 
§ 5^] STOCK CORPORATION LAW. 85 
 
 provisions of the Stock Corporation Law governing the meeting of 
 stockholders to increase or reduce capital stock are made applicable to a 
 meeting to increase or reduce the number of shares, and the certificate 
 to be filed to accomplish each change is to be in similar form. The 
 method of increasing or reducing capital has already been described, and 
 the same course of procedure should be followed under the above sec- 
 tion.' 
 
 (For form see post. Forms, XVIL) 
 
 ' See ante, §§ 44-46. 
 
The General Corporation Law. 
 
 BEING LAWS OF 1 892, CHAPTER 687, ENTITLED : "AN ACT TO AMEND THE 
 GENERAL CORPORATION LAW," AMENDING LAWS 1890, CHAPTER 563, 
 ENTITLED : " AN ACT IN RELATION TO CORPORATIONS, CONSTITUT- 
 ING CHAPTER THIRTY-FIVE OF THE GENERAL LAWS," AS AMENDED 
 TO JUNE I, 1893. 
 
 Section i. Short title. 
 
 2. Classification of corporations. 
 
 3. Definitions. 
 
 4. Qualifications of incorporators. 
 
 5. Filing and recording certificates of incorporation. 
 
 6. Corporations of tiie same name prohibited. 
 
 7. Amended and supplemental certificates. 
 
 8. Lost or destroyed certificates. 
 
 g. Certificate and other papers as evidence. 
 
 10. Prohibition of other than statutory powers. 
 
 1 1. Grant of general powers. 
 
 12. Limitation of amount of property of a non-stock corporation. 
 
 1 3. Acquisition of additional real property. 
 
 14. Acquisition of property in other states. 
 
 1 5. Certificate of authority of a foreign corporation. 
 
 16. Proof to be filed before granting certificate. 
 
 17. Acquisition of real property in this state by certain foreign corpora- 
 
 tions. 
 
 18. Acquisition by foreign corporations of real property in this state 
 
 upon judicial sales. 
 
 19. Prohibition of banking powers. 
 
 20. Qualification of members as voters. 
 
 21. Proxies. 
 
 22. Challenges. 
 
 23. Effect of failure to elect directors. 
 
 24 Mode of calling special election of directors. 
 
 25. Mode of conducting special election of directors. 
 
 26. Qualification of voters and canvass of votes at special electioos. 
 
 27. Powers of supreme court respecting elections. 
 
 28. Stay of proceedings in actions coUusively brought. 
 
 29. Quorum of directors and power of majority. 
 
 30. Directors as trustees in case of dissolution. 
 (86) 
 
§§ I, 2] GENERAL CORPORATION LAW. .87 
 
 31. Forfeiture for non-user. 
 
 32. Extension of corporate existence. 
 
 33. Conflicting corporate laws. 
 
 34. Laws repealed. 
 
 35. Saving clause. 
 
 36. Construction. 
 
 37. Law revived. 
 
 Section i. Short title.— This chapter shall be knovCn 
 as the general corporation law. 
 
 L. 1890, c. 563, § I, unchanged. 
 
 § 2. Classification of corporations.— A corporation shall 
 be either, 
 
 1. A. municipal corporation, 
 
 2. A stock corporation, 
 
 3. A non-stock corporation, or 
 
 4. A mixed corporation. 
 
 A stock corporation shall be either, 
 
 1. A monied corporation, 
 
 2. A transportation corporation, or 
 
 3. A business corporation. 
 
 A non-stock corporation shall be either, 
 
 1. A religious corporation, or 
 
 2. A membership corporation. 
 
 A mixed corporation shall be either, 
 
 1. A cemetery corporation, 
 
 2. A library corporation, 
 
 3. A co-operative corporation, 
 
 4. A board of trade corporation, or 
 
 5. An agricultural and horticultural corporation. 
 A transportation corporation shall be either, 
 
 1. A railroad corporation, or 
 
 2. A transportation corporation other than a railroad 
 
 corporation. 
 A membership corporation shall include benevolent 
 orders and fire and soldiers' monument corporations. 
 
88 GENERAL CORPORATION LAW. [§ 3 
 
 A reference in a general law to a class of corporations 
 described in accordance with this classification shall in- 
 clude all corporations theretofore formed belonging to such 
 class. 
 
 § 3, Definitions. — A municipal corporation includes a 
 county, town, school district, village and city and any 
 other territorial division of the state established by law 
 with powers of local government. 
 
 A stock corporation is a corporation having capital 
 stock divided into shares. 
 
 A mixed corporation is a corporation which may or 
 may not have capital stock at its option. 
 
 A monied corporation is a corporation formed under 
 or subject to the banking or the insurance law. 
 
 A domestic corporation is a corporation incorporated 
 by or under the laws of the state or colony of New York. 
 Every corporation, which is not a domestic corporation, 
 is a foreign corporation. 
 
 The term, directors, when used in relation to corpora- 
 tions, shall include trustees or other persons, by whatever 
 name known, duly appointed or designated to manage 
 the affairs of the corporation. 
 
 The term, certificate of incorporation, shall include 
 articles of association or any other written instruments 
 required by law to be filed, to effect the incorporation of 
 a corporation, including a certified copy of an original 
 certificate of incorporation filed for such purpose in pur- 
 suance of law. • 
 
 The term, member of a corporation, shall include every 
 person having a right to vote at a meeting of the corpo- 
 ration for the election of directors, other than a person 
 having a right to vote only upon a proxy. 
 
 The term, office of a corporation, means its principal 
 office within the state, or principal place of business 
 
§ 4] GENERAL CORPORATION LAW. 89 
 
 within the state if it has no principal office therein. The 
 office of a stock corporation shall be in the county, town 
 or city in which its business is principally carried on. 
 
 The term, business of a corporation, when used with 
 reference to a non-stock corporation, includes the opera- 
 tions for the conduct of which it is incorporated. 
 
 The term, corporate law or laws, when used in any law 
 forming a part of the revision of the general laws of the 
 state of which this chapter is a part, means the general 
 laws of the state relating to corporations included in such 
 revision. 
 
 L. 1890, c. 563, § 2. 
 
 § 4. Qualification of incorporators. — A certificate of in- 
 corporation must be executed by natural persons, who 
 must be of full age, and at least two-thirds of them must 
 be citizens of the United States and a majority of them 
 residents of this state. 
 
 This section shall not apply to a corporation formed 
 by the re-incorporation or consolidation of existing cor- 
 porations, or to the reorganization of a corporation 
 upon the sale of the property and franchises of a pre- 
 viously existing corporation or otherwise. 
 
 See L. 1875, c. 611, § 3 ; L. 1890, c. 567, § 2. 
 
 Who may be incorporators. — A corporation cannot be one of the 
 incorporators of a new company, as the certificate must be executed by 
 natural persons. Such persons must be of full age, and two-thirds of 
 them must be citizens of the United States, and a majority residents of 
 this State. The above section, however, does not apply to pre-existing 
 corporations which desire to re-incorporate under this law or to consoli- 
 date with one another, or to the corporation formed by the reorganiza- 
 tion of a corporation upon a sale of its property and franchises. In these 
 cases it would seem that the persons authorized to make the certificates 
 by pre-existing laws may still continue to do so. Promoters of a cor- 
 poration may agree as to its management when formed.' Land conveyed 
 to a corporation formed to carry out a plan adopted by its promoters is held 
 
 ' King V. Barnes, rog N. Y. 267; see Lorillard v. Clyde, 86 N. Y. 384. 
 
90 
 
 GENERAL CORPORATION LAW. 
 
 [§5 
 
 by the corporation subject to the terms of the plan.' Incorporators are 
 bound upon subscriptions to the stock of a rt'^_/flf/(? company ;* other 
 subscribers are not, unless they have estopped themselves.' They are 
 held to strict honesty in their dealings with the public and with the sub- 
 scribers ; ■* until the corporation is formed they are liable upon con- 
 tracts made.' Upon its formation the corporation becomes liable for 
 contracts of which it has had the benefit,* and it may insist upon its 
 right to acquire property conveyed to a trustee to act for it.' Where a 
 de facto corporation is formed the incorporators are not ordinarily liable 
 as partners.' The prospectus of promoters is not binding upon the cor- 
 poration until it is accepted by it.' 
 
 § 5. Filing and recording certificates of incorporation. — 
 Every certificate of incorporation and amended or sup- 
 plemental certificate hereafter executed, except of a re- 
 ligious, cemetery, monied, municipal or fire department 
 corporation, shall be filed in the office of the secretary of 
 
 ' Rogers v. New York & Texas Land 
 Co., 134 N. Y. 197. 
 
 ' Dorris v. French, 4 Hun 292 ; Lake 
 Ontario R. Co. v. Munson, 16 N. Y. 
 451 ; Eaton v. Aspinwall, 19 N. Y. 119 ; 
 Dewitt V. Hastings, 69 N. Y. 518 ; 
 Cayuga Lake R. Co. v. Kyle, 64 N. Y. 
 185 ; Buffalo R. Co. v. Cary, 26 N. Y. 
 75- 
 
 ' Dorris v. Sweeny, ?4 Barb. 636, 60 
 N. Y. 463 ; Buffalo, etc. R. Co. v. Gif- 
 ford, 87 N. Y. 294. 
 
 * Brewster v. Hatch, 122 N. Y. 349, 
 10 Abb. N. C. 400 ; Getty v. Devlin, 
 54 N. Y. 403, 70 N. Y. 504 ; Morgan v. 
 Skiddy, 62 N. Y. 319 ; and see article 
 on " Liability of Promoters of Corpo- 
 rations for Secret Profits," 16 N. J. L. 
 J. 6S, March, 1893. « 
 
 ' Hub Publishing Co. v. Richardson, 
 37 St. Rep. 541 ; Wilcox Silver Plate 
 Co. V. Green, 72 N. Y. 17. 
 
 "Grier v. Hazard, 38 St. Rep. 462, 
 39 St. Rep. 74 ; McDermott v. Harri- 
 son, 30 St. Rep. 324 ; Bommer v. Am. 
 Spiral Spring Co., 81 N Y. 468 ; Har- 
 rison V. Vermont Manganese Co., 20 
 N. Y. Supp. 894 ; but see Bradley 
 
 Fertilizer Co. v. South Pub. Co. (N. Y. 
 C. P.), 44 St. Rep. iig ; Wyckoff v. 
 Union L. & T. Co., 33 St. Rep. 427 ; 
 Munson v. Syracuse, etc. R. Co., 103 
 N. Y. 58. 
 
 ' Hecla Consol. Gold Mining Co. v. 
 O'Neill (Sup. Ct.), 47 St. Rep. 211. 
 
 ' Fov V. McComb (Sup. Ct.), 44 St. 
 Rep. 178 ; Seacord v. Pendleton, 55 
 Hun 579 ; Meriden Tool Co. v. Moi- 
 gan, I Abb. N. C. 125. See N. Y. 
 L. J. Feb. 17, 1893, vol. 8, p. 1204 ; 
 Abb. Dig. 1890, p. 96, note ; Childs v. 
 Smith, 46 N. Y. 34 ; Raisbeck v. Oes- 
 terricher, 4 Abb. N. C. 444 ; Welch v. 
 Old Dominion, etc. R. Co., 31 St. Rep. 
 916. See Leinkauf v. Lombard (Ct. of 
 App.), 8 N. Y. L. J., pp. 1555, 1558 
 (March 27, 1893) ; Demarest v. Flack, 
 128 N. Y. 205 ; and article on " Lia- 
 bility of Members of a De Facto Cor- 
 poration," Am. Law Review, March- 
 April, 1893. 
 
 ° See United States Vinegar Co. v. 
 Schlegel (S. C. Genl. Term, 1st Dept.), 
 N. Y. L. J. March 30, 1893 ; Munson 
 V. S. G., etc. R. Co., 103 N. Y. 58. 
 
§ 5 J GENERAL CORPORATION LAW. 9 1 
 
 State, and shall be by him duly recorded and indexed in 
 books specially provided therefor ; and a certified copy of 
 such certificate or amended or supplemental certificate 
 with a certificate of the secretary of state of such filing 
 and record, or a duplicate original of such certificate or 
 amended or supplemental certificate shall be filed and 
 similarly recorded and indexed in the oflfice of the clerk 
 of the county in which the office of the corporation is to 
 be located, or, if it be a non-stock corporation, and 
 such county be not determined upon at the time of exe- 
 cuting the certificate of incorporation, in such county 
 clerk's office as the judge approving the certificate shall 
 direct. 
 
 All taxes required by law to be paid before or upon 
 incorporation and the fees for filing and recording such 
 certificate must be paid before filing. No corporation 
 shall exercise any corporate powers or privileges until 
 such taxes and fees have been paid. 
 
 See L. 1848, c. 40, §§ i, 2 ; L. 1875, c. 611, § 4 ; L. 1881, c. 22, § i ; L. 1890, 
 c. 563, § 3. 
 
 Where certificates of incorporation must be filed. — By the present 
 law the office of the secretary of state is made the principal depository 
 for the certificates of incorporation. Every certificate of a business cor- 
 poration must be first filed and recorded in that office," and thereafter a 
 duplicate certificate or a certified copy of the original, with a certificate 
 of the secretary of state of the filing and recording in his office, must be 
 filed and recorded in the office of the clerk of the county in which the 
 principal office of the corporation is to be located." The secretary of 
 state will not accept the certificate of a corporation organized as a social 
 corporation when it is in reality a business corporation.' An application 
 to compel the secretary of state to file the certificate must be made in 
 the district which includes the city of Albany/ 
 
 'As to the necessity of filing both 'See ante, p. 5, as to the method of 
 
 certificates under the act of 1848, see filing certificates and paying the organ 
 
 Childs V. Smith, 38 How. Pr. 328 ; ization tax and fees. 
 
 Raisbeck v. Oesterricher, 4 Abb. N. C. ' People ex rel. Davenport v. Rice, 
 
 444 ; Jessupw. Carnegie, 80N. Y. 441 ; N. Y. L. J. Dec. 21, 1892 ; People ex 
 
 Eaton V. Aspinwall, 3 Abb. Pr. 417, rel. Blossom v. Nelson, 46 N. Y. 477. 
 
 aflE'd 19 N. Y. 121. ■'See note 3. 
 
92 GENERAL CORPORATION LA'W, [§ 6 
 
 § 6. Corporations of the same name prohibited. — No 
 certificate of incorporation of a proposed corporation hav- 
 ing the same name as an existing domestic corporation, 
 or a name so nearly resembling it as to be calculated to 
 deceive, shall be filed or recorded in any office for the 
 purpose of effecting its incorporation. 
 
 A corporation formed by the re-incorporation, re- 
 organization or consolidation of other corporations or 
 upon the sale of the property or franchises of a corpora- 
 tion, may have the same name as the corporation or one 
 of the corporations to whose franchises it has succeeded. 
 
 See L. 1875, c. 6ti, § 4 ; L. l8go, c. 563, § 4. 
 
 When names of corporations conflict. — The statute forbids the incor- 
 poration of a new corporation with the same name as an existing domes- 
 tic corporation, or with a name so nearly resembling it as to be calculated 
 to deceive.' It is, therefore, in each case a question of fact whether the 
 new name is the same or is near enough to the old name to be likely to 
 deceive.'' A new corporation which is a continuation of one or more 
 preceding corporations to whose rights it has succeeded may use the 
 name or one of the names of such corporation or corporations. The 
 name of an existing corporation may be changed by complying with 
 the following amendment of the Code of Civil Procedure adopted in 
 1893: 
 
 L. 1893, C. 366, § I. — Title ten of chapter seventeen of the 
 code of civil procedure is hereby amended to read as follows : 
 
 PROCEEDINGS TO CHANGE THE NAME OF AN INDIVIDUAL 
 OR CORPORATION. 
 
 Section 2410. Petition by individual. 
 
 241 1. Petition by corporation. 
 
 2412. Contents of petition. 
 
 ' See The American Grocer v. The Ice Co., ig N. Y. Supp. 602, 47 St. 
 
 Grocer, 25 Hun 398 ; Railway Age v. Rep. 71 ; Employers' Liability Assur- 
 
 Garnett, 1 7 Week. Dig. 250 ; Mc- ance Corporation v. Employers' Lia- 
 
 Lasher v. N. Y. Daily Standard, Daily bility Co. of the U. S., 24 Abb. N. C. 
 
 Reg. Jan. 3, 1884 ; State v. McGrath, 368, 10 N. Y. Supp. 845. See Hazelton 
 
 5 S. W. Rep. 29. Boiler Co. v. Hazelton Tripod Boiler 
 
 ' Hygeia Water Ice Co. v, Hygeia Co., 30 N. E. Rep. 339. 
 
§ 6] GENERAL CORPORATION LAW. 93 
 
 Section 2413. Notice of presentation of petition. 
 
 2414. Order. 
 
 2415. When change' to take effect 
 
 2416. Substitution of new name in pending action or proceeding. 
 
 2417. Reports by clerks to state officers. 
 
 § 2410. Petition by individual. — A petition for leave to 
 assume another name may be made by a resident of the state 
 to the county court of the county in which he resides, or, if he 
 resides in the city of New York either to the court of common 
 pleas for the city and county of New York, or to the city court 
 of New York, or, if he resides in the city of Brooklyn, either to 
 the county court of Kings county or to the city court of 
 Brooklyn, or, if he resides in the city of Buffalo, either to the 
 county court of Erie county or to the superior court of the city 
 of Buffalo. The petition of an infant shall be made by his 
 general guardian, or by the guardian of his person, or by his 
 next friend. 
 
 § 2411. Petition by corporation. — A petition to assume 
 another corporate name may be made by a domestic corpora- 
 tion, whether incorporated by a general or special law, to the 
 supreme court at a special term thereof, held in the judicial 
 district in which its principal business office shall be situated, 
 or, if it be other than a stock corporation, at a special term 
 held in the judicial district in which its certificate of incorpora- 
 tion is filed or recorded, or in which its principal property is 
 situated, or in which its principal operations are or theretofore 
 have been conducted. If it be a banking, insurance or railroad 
 corporation, the petition must be authorized by a resolution of 
 the directors of the corporation, and approved, if a banking 
 corporation, by the superintendent of banks ; if an insurance cor- 
 poration, by the superintendent of insurance, and if a railroad, 
 corporation, by the board of railroad commissioners. The 
 petition to change the name of any other corporation must 
 have annexed thereto a certificate of the secretary of state, 
 that the name which such corporation proposes to assume is 
 not the name of any other domestic corporation or a name 
 which he deems so nearly resembling it, as to be calculated to 
 deceive. 
 
94 GENERAL CORPORATION LAW. [§ 6 
 
 § 2412. Contents of petition. — The petition must be in 
 writing, signed by the petitioner and verified in like manner as 
 a pleading in a court of record, and must specify the grounds 
 of the application, the name, age and residence of the indi- 
 vidual whose name is proposed to be changed, and the name 
 which he proposes to assume, and if the petitioner be a cor- 
 poration, its present name, and the name it proposes to assume, 
 which must not be the name of any other corporation, or a 
 name so nearly resembling it as to be calculated to deceive ; 
 and if it be a railroad corporation, a corporation having banking 
 powers or the power to make loans upon pledges or deposits, 
 or to make insurances, that the petition has been duly authorized 
 by a resolution of the directors of the corporation and approved 
 by the proper officer. 
 
 § 2413. Notice of presentation of petition. — If the petition 
 be to change the name of an infant, and is made by the infant's 
 next friend, notice of the time and place at which the petition 
 will be presented must be served upon the father, or if he is 
 dead or cannot be found, upon the mother, or if both are dead 
 or cannot be found, upon the general guardian or guardian of 
 the person of the infant, in like manner as a notice of a motion 
 upon an attorney in an action, unless it appears to the satis- 
 faction of the court that the infant has no father or mother, or 
 that both reside without the state or cannot be found, and that 
 he has no guardian residing within this state, in which case 
 *he court may dispense with notice or require notice to be 
 g./en to such persons and in such manner as the court thinks 
 proper. If the petition be made by a corporation located else- 
 where than in the city and county of New York, notice of the 
 presentation thereof shall be published for six weeks in the 
 paper at Albany ii^ which notices by state officers are author- 
 ized by law to be published, and in a newspaper of every county 
 in which such corporation shall have a business office, or if it 
 has no business office, of the county in which its principal 
 corporate property is situated or in which its operations are or 
 theretofore have been principally conducted, which newspaper, 
 if it be a banking corporation, shall be designated by the super- 
 
§ 6] GENERAL CORPORATION LAW. 95 
 
 intendent of banks, if an insurance corporation, by the superin- 
 tendent of insurance, or if a railroad corporation, by the rail- 
 road commissioners. In the city and county of New York 
 such notice shall be published for six weeks in two daily news- 
 papers published in such county. 
 
 § 2414. Order. — If the court to which the petition is pre- 
 sented is satisfied thereby, or by the affidavit and certificate 
 presented therewith, that the petition is true, and that there is no 
 reasonable objection to the change of name proposed,' and if the 
 petition be to change the name of an infant, that the interests 
 of the infant will be substantially promoted by the change, and, 
 if the petitioner be a corporation, that the petition has been 
 duly authorized and that notice of the presentation of the peti- 
 tion, if required by law, has been made, the court shall make an 
 order authorizing the petitioner to assume the name proposed 
 on a day specified therein, not less than thirty days after the 
 entry of the order. The order shall be directed to be entered 
 and the papers on which it was granted to be filed within ten 
 days thereafter in the clerk's office of the county in which the 
 petitioner resides if he be an individual, or in the office of the 
 clerk of the court of common pleas of the city and county 
 of New York if the order be made by that court, or in the 
 office of the clerk of the city court of New York if the order 
 be made by that court, or, if the petitioner be a corpor-ation, 
 in the office of the clerk of the county in which its certificate 
 of incorporation, if any, shall be filed, or if there be none 
 filed, in which its principal office shall be located, or if it 
 has no business office, in the county in which its principal 
 property is situated, or in which its operations are or there- 
 tofore have been principally conducted, or in the office of 
 the clerk of the county in which the special term granting the 
 order is held ; and, if the petitioner be a corporation, that a 
 certified copy of such order shall, within ten days after the 
 
 ' See In re U. S. Mercantile, etc., 871 : Matter U. S. Mercantile Rep. 
 
 Agency, 115 N. Y. 176 ; Matter of Co., 24 St. Rep. 548 ; Commercial As- 
 
 Bank of Attica, 35 St. Rep. 708 ; Matter sociation v. Smith, 18 St. Rep. 151. 
 of Manhattan Dispensary, 7 St. Rep. 
 
96 GENERAL CORPORATION LAW. [§ 6 
 
 entry thereof, be filed in the office of the secretary of state ; 
 and also, if it be a banking corporation, in the office of the 
 superintendent of banks, or if it be an insurance corporation, in 
 the office of the superintendent of insurance, or if it be a rail- 
 road corporation, in the office of the board of railroad commis- 
 sioners. Such order shall also direct the publication, within 
 ten days after the entry thereof, of a copy thereof in a desig- 
 nated newspaper, in the county in which the order is directed to 
 be entered, at least once if the petitioner be an individual, or if 
 the petitioner be a corporation, once in each week for four suc- 
 cessive weeks. The county clerk, in whose office an order 
 changing the name of a corporation is entered, shall record th'e 
 same at length in the book kept in his office for recording cer- 
 tificates of incorporation. 
 
 § 2415. When change to take effect. — If the order shall be 
 fully complied with, and within twenty days after the making 
 of the order, an affidavit of the publication thereof shall be filed 
 and recorded in the office in which the order is entered, and in 
 each office in which certified copies thereof are required to be 
 filed, if any, the petitioner shall, on and after the day specified 
 for that purpose in the order, be known by the name which he 
 is thereby authorized to assume, and by no other name. 
 
 § 2416. Substitution of new name in pending action or 
 proceeding. — An action or special proceeding, civil or criminal, 
 commenced by or against a person whose name is so changed 
 shall not abate, nor shall any relief, recovery, or other proceed- 
 ing therein be prevented, impeded, or impaired in consequence 
 of such change of name. The plaintiff in the action or the 
 party instituting the special proceeding, or the people, as the 
 case requires, may, at any time, obtain an order amending any 
 of the papers or f)roceedings therein, by the substitution of the 
 new name, without costs and without prejudice to the action 
 or proceeding. 
 
 § 2417. Reports by clerks to state officers.— The clerk of 
 each county and of each court, shall annually, in the month of 
 December, report to the secretary of state all changes of names 
 
§ 7] GENERAL CORPORATION LAW. 97 
 
 of individuals or of corporations, which have been made in 
 pursuance of orders filed in their respective offices during the 
 past year and since the last previous report, and also report in 
 like manner to the superintendent of banks all changes of the 
 names of banking corporations, and to the superintendent of 
 insurance all changes of names of corporations authorized to 
 make insurances. The secretary of state must cause to be pub- 
 lished, in the next volume of the session laws, a tabular state- 
 ment showing the original name of each person and corpora- 
 tion, and the name which he or it has been authorized to 
 assume.' 
 
 § 2. This act shall take effect immediately. 
 
 (For forms to change name, see post. Forms, XVIII.) 
 
 § 7. Amended and supplemental certificates. — If in the 
 original or amended certificate of incorporation of any 
 corporation, or if in a supplemental certificate of any cor- 
 poration any informality exist, or if any such certificate 
 contain any matter not authorized by law to be stated 
 therein, or if the proof or acknowledgment thereof shall 
 be defective, the corporators or directors of the corpora- 
 tion may make and file an amended certificate correcting 
 such informality or defect or striking out such unauthor- 
 ized matter; and the certificate amended shall be deemed to 
 be amended accordingly as of the date such amended 
 certificate was filed, and upon the filing of such an 
 amended certificate of incorporation, the corporation 
 shall then for all purposes be deemed to be a corporation 
 from the time of filing the original certificate. 
 
 The supreme court may, upon due cause shown, and 
 proof made, and upon notice to the attorney-general, and 
 to such other persons as the court may direct, and upon 
 
 ' See L. 1870, c. 322 ; L. 1874, c. 76 ; L. 1876, c. 280 ; L. 1891, c. 38. 
 7 
 
98 GENERAL CORPORATION LAW. [§ 8 
 
 such terms and conditions as it may impose, amend any 
 certificate of incorporation which fails to express the true 
 object and purpose of the corporation, so as to truly set 
 forth such object and purpose. 
 
 When an amended or supplemental certificate is filed, 
 an entry shall be made upon the margin of the index and 
 record of the original certificate of the date and place of 
 record of every such amended certificate. 
 
 The amendment of a certificate under this section shall 
 be without prejudice to any pending action or proceed- 
 ing, or to any rights previously accrued. 
 
 See L. 1870, t. 135, §§ I, 2; L. i88r, c. 468, § 11; L. 1890, c. 563, § 5. 
 
 Amended certificate to correct defects. — If a certificate of incorpora- 
 tion, or an amended or supplemental certificate, contains any informality 
 or-any matter not authorized to be stated in it, or if the proof or acknowl- 
 edgment is defective, the corporation or the directors may file a cor- 
 rected certificate under the above section.' And power is given the 
 supreme court to amend any certificate of incorporation which fails 
 to express the true object and purpose of the corporation. Notice of any 
 application to the court to exercise this power must be given to the 
 attorney-general and to such other persons as the court may direct. The 
 amendment of the certificate, however, is without prejudice to previous 
 rights, 
 
 (For form, see post. Forms, XIX.) 
 
 § 8. Lost or destroyed certificates. — If either of the 
 certificates of incorporation shall be lost or destroyed 
 after filing, a certified copy of the other certificate may 
 be filed in the place of the one so lost or destroyed and 
 as of the date of its original filing, and such certified 
 copy shall have the same force and effect as the original 
 certificate had when filed. 
 
 See L. 1888, c. 306, §§ i, 2; L, 1890, c. 563, § 6. 
 Filing new certificate if original is lost. — The above section gives the 
 
 ' See In re N. Y., Lake Erie, etc. R. Co., 25 Hun 556. 
 
^§ 9, lo] GENERAL CORPORATION LAWi 99 
 
 right to file a new certificate where either of the original certificates is 
 lost or destroyed after filing. In such a case a certified copy of the re- 
 maining certificate should be obtained and proper proof of the filing of 
 the lost certificate and of the fact that it is lost should be presented to the 
 court. In a recent case an order was granted requiring the county clerk 
 of New York County to file a certificate under this section.' 
 
 § 9. Certificate and other papers as evidence. — The cer- 
 tificate of incorporation of any corporation duly filed 
 shall be presumptive evidence of its incorporation, and 
 any amended certificate or other paper duly filed relating 
 to the incorporation of any corporation, or its existence 
 or management, and containing facts required by law to 
 be stated therein, shall be presumptive evidence of the 
 existence of such facts. 
 
 See L. 1811, c. 67, §8; L.i847, c. 210, §3; L. 184B, c. 37, §g; L. 1848, c. 40, 
 §g; I.. 1848, c. 259, §4; L. 1848, c. 265, last three lines of §3; L. 1850, c 140, 
 ■§3; L. 1853, c. 117, §9; L. 1853, c. 135, § II ; L. 1854, c. 112, last clause of § 3; 
 L. I--54, c. 232, §g; L. 1857. c. 541, §9; L. 1861, t. 149. §41 L. i86^, c. g74,§3; 
 L. 1869, c. gi7, last five lines § 2; L. 1872, c. 820, § 16; L. 1873, c. 469, g 5; L. 
 1874, c. 143, §q; L. 187:, c. 611, last clause § 7; L. 1878, c. 203, §3; L. 1885, c. 
 505, § 4; L. 1888, c. 462, § 2; L. 1890, c. 563, § 7; Code Civ. Pro., §933- 
 
 Proof of incorporation*. — It is noticeable that the above section makes 
 the certificate of incorporation duly filed, evidence of the fact of the 
 incorporation, and that this provision takes the place of the former 
 statute, which made a certified copy of a certificate to be such evidence.'' 
 But under Ihe Code of Civil Procedure a certified copy would be proper 
 proof of the fact of incorporation.^ In the same way certified copies of 
 other certificates or papers duly filed and referred to in the above section 
 are competent proof of facts stated therein. The production of a copy 
 of a certificate of incorporation is sufficient proof of corporate existence, 
 except in a direct proceeding by the State against the corporation.'' 
 
 § 10. Prohibition of other than statutory powers. — No 
 corporation shall possess or exercise any corporate 
 
 '/» >^ Balance Valve & Steam Piston 'Code of Civ. Pro., § 933; Kings- 
 Packing Co., N. Y. \.. J. Feb. 4, 1893. ley v. Brooklyn, 4 Abb. N. C. 444 ; 
 
 * See L. 1848, c. 40, § 9 ; Raisbeck Jones v. Dana, 24 Barb. 398. 
 
 ■V. Oesterricher, 4 Abb. N. C. 444 ; N. •'See Demarest v. Flack, 128 N. Y. 
 
 Y. Car Oil Co. v. Richmond, 6 Bosw. 205. 
 219. 
 
lOO GENERAL CORPORATION LAW. [§ lO 
 
 powers not expressly given by law or not necessary to 
 the exercise of the powers so given. 
 
 See R. S.. Part L, ch. i8, title 3, § 3, 8th Ed., p. 1723 ; Birdseye's Ed., p. 
 673 ; L. 1890, t. 563, § 9. 
 
 Powers of business corporations. — Although the preceding brief sec- 
 tion is prohibitive it is the only section which recognizes the broad pow- 
 ers of a corporation which are raised by implication of law. It in eflect 
 declares the general rule, that a corporation shall possess those powers 
 conferred upon it by statute, and those which are necessary for a reason- 
 able exercise of the powers so conferred. The express powers given by 
 the General Corporation Law of this State are found in the next follow- 
 ing section, and the constitution of the State expressly confers the right 
 to sue and to be sued.' The Business Corporations Law and the Stock 
 Corporation Law also incidentally confer other express powers, and the 
 corporation itself acquires further powers of this character by its certifi- 
 cate of incorporation.'^ These last-mentioned powers relate to the char- 
 acter of the business which the particular corporation proposes to carry 
 on, and to such other matters as may be controlled by the certificate. 
 But the powers which are implied as necessary to the carrying out of 
 the expressed powers,* are those which give rise to the greatest amount 
 of discussion and in regard to which there is the greatest doubt. It may 
 be said, however, that business corporations are allowed much latitude 
 in carrying out the powers conferred upon them by their charters.' 
 They may borrow money and mortgage by complying with the statutes 
 governing this subject, develop unused land and utilize any property 
 which they possess. If, however, a corporation engages in work wholly 
 outside of its charter or not incidental to its main work, its acts are ultra 
 vires and void,' although if it receives benefit from them it may be 
 
 ' Post, Appendix. Y. 267 ; Spelling on Corporations, 
 
 'See People v. Broadway R. Co., § 63. 
 126 N. Y. 29; Astor z/. N. Y. Arcade «See General Auction Estate, etc. 
 R. Co., 113 N. Y. 93 ; CoUes v. Trow Co. v. Smith (1891), 3 Ch. 432. Con- 
 City Directory, u Hun 397. suit Central Transportation Co. v. PuU- 
 
 *See antCy p. 5. man's Pal. Car Co., 139 U. S. 24, 4 Am. 
 
 *See De GrafI v. Am. Linen Thread R. R. & Corp. Rep. 172, note p. 198 > 
 
 Co., 21 N. Y. 126; Green's Brlce's Jamison z". Citizens' Sa. Bank, 122 N.Y. 
 
 Ultra Vires (2d Ed.), p. 65 et set/. 135 ; Atty.-Genl. v. Great Eastern Ry. 
 
 ' See Holmes, etc. i'.Willard,i25 N.Y. Co., 5 App. Cas. 473 ; Buckeye Marble 
 
 75 ; Gamble v. Queens Co. Water Co., & Freestone Co. v. Harvey (Tenn. 
 
 123 N. Y. 91 ; Leslie v. Lorillard, no 1892), 46 Alb. L. J. 503. See as to the 
 
 N.Y. 5:9; Curtis v. Leavitt, 15 N. powers of directors and officers, aH/f, 
 
 pp. 34-36. 
 
§ II J GENERAL CORPORATION l.A.W.^'-S'i iy ,._ TOt 
 
 estopped from claiming the illegality and held accountable in equity.' 
 The certificate of incorporation may limit the power to mortgage or the 
 power to incur debts, or the power which confers upon each shareholder 
 the right to have one vote upon each share of stock, or the right to 
 freely transfer stock, or to increase or decrease stock on shares or any 
 other privilege conferred upon the corporation by the State. 
 
 § 11. Grant of general powers.— Every corporation as 
 such has power, though not specified in the law under 
 which it is incorporated : 
 
 1. To have succession for the period specified in its cer- 
 tificate of incorporation or by law, and perpetually when 
 no period is specified. 
 
 2. To have a common seal, and alter the same at 
 pleasure. 
 
 3. To acquire by grant, gift, purchase, devise or be- 
 quest, to hold and to dispose of such property as the pur- 
 poses of the corporation shall require, subject to such 
 limitations as may be prescribed by law. 
 
 4. To appoint such officers and agents as its business 
 shall require, and to fix their compensation, and 
 
 5. To make by-laws, not inconsistent with any exist- 
 ing law, for the management of its property, the regula- 
 tion of its affairs, and the transfer of its stock, if it has 
 any. Such by-laws may also fix the amount of stock, 
 which must be represented at meetings of the stockhold- 
 ers in order to constitute a quorum, unless otherwise 
 provided by law. By-laws duly adopted at a meeting of 
 
 1 See Schurr v. N. Y. & B. S. I. Co. R. & Corp. Rep. 399— note ; Diamond 
 
 (C. P.), 18 N. Y. Supp. 454, 45 St. Match Co. v. Roeber, 106 N. Y. 473 ; 
 
 Rep. 645 ; Palmer v. Cypress Hill Live Stock Asso. Lim. v. Levy, 3 St. 
 
 Cemetery, 122 N. Y. 429 ; Carson City Rep. 514 ; Leslie v. Lorillard, 110 N. 
 
 Sav. Bank ». Carson City El. Co., 51 Y. 519; Woodruff v. Erie Ry. Co., 93 
 
 N. W. 641 (1892). See as to u/ira N. Y. 609 ; Peck v. Doran & Wright 
 
 ■vires contracts, note 22 Am. St. Rep. Co., 57 Hun 343; and article in Am. 
 
 764, and note 12 L. R. A. 168. See Law Reg. & Rev. for Jan., 1893, on 
 
 further. Long ». Georgia Pac. R. Co., '^ Ultra Vires Contracts of Corpora- 
 
 91 Ala. 519, 24 Am. St. 931; Sherman tions." 
 Center Town Co. v. Morris, 2 Am. R. 
 
I03 GENERAL CORPORATION LAW. [§ I r 
 
 the members of the corporation shall control the action 
 of its directors. 
 
 No by-law regulating the election of directors or offi- 
 cers shall be valid unless published for at least two weeks 
 in a newspaper in the county where the election is to be 
 held, and at least thirty days before such election. 
 
 Subdivisions four and five of this section shall not 
 apply to municipal corporations. 
 
 See R. S., Part L, c. i8, title 3, §§ i, 2, 8th Ed., p. 1723 ; Birdseye's Ed., p. 
 672 ; R. S., Part L, c. 18, title 4, § 6, 8th Ed., p. 1730 ; Birdseye's Ed., p. 671) ; 
 L. i8ri, c. 67, § 6 ; L. 1846, c. 37, §§ 7, 23 ; L. 1848, c. 40, §§ 7, 26 ; L. 1848, 
 c. 265, §4; L. 1848, c. 319, §9; L. 1853, c. 117, §§ 7, 26; L. 1854, c. 232. 
 §§ 7, 26 ; L. 1854, c. 26q, g§4, 6 ; L. 1857, c 546, §§ 2, 7 ; L. 1857, c. 776, 
 §§ 6, 8 ; L. 1859, c. 168, § 13 ; L. 1862, c. 438, § 3 ; L. 1867, c. 960, § 4 ; I.. 
 iSb/, c. 971, § 9 ; L. 1872, c. 248, § 71 ; L. 1872, c. 820, § 18; L. 1873, c. 397, 
 § 8 : L. 1873, c. 616, § 4 ; L. 1874, c. 143, §§ 7, 15 ; L. 1874, c 288, §§ 2. 3 ; 
 L. 1S75, c. 267, §§ 5, 10 ; L. 1875. c. 343, 8 8 ; L. 1875, c. 611, § 2 ; L. 1877, 
 c. 228, § 6 ; L. 1881, c. 468, last paragraph of § 4 ; L. 1882, c. 273, § 3 ; L. 
 1884, c. 36-, § 4 ; L. 1886, c. 236, § 8 ; L. 1888, c. 293, § 7 ; L. 1888, c. 391, 
 I 5 ; L. 1890, c. 563, § 8. 
 
 General powers. — (i). The ordinary period for which business corpo- 
 rations are formed is 50 years, although corporations may adopt a shorter 
 time if they so desire. The present statute confers ample power to ex- 
 tend existence so that a corporation is practically perpetual, if it does 
 not violate the law, or if its stockholders do not desire to dissolve it. 
 Under the " English Companies Acts " the corporations are all perpetual, 
 but there is also ample provision for voluntary dissolution and for visita- 
 tion by the authorities. 
 
 (2). A corporate seal should be adopted upon the formation of the 
 corporation, for it is of great value both as respects members of the cor- 
 poration and the public, that this distinctive feature of corporate ac- 
 tion should be preserved,' and it is essential that the stock certificates 
 shall bear the seal of the corporation.' The corporation, however, will 
 be bound by ordinary contract without seal ' as well as by parol contracts. 
 By statute it is now provided that, where a corporation has not adopted 
 a corporate seal an instrument otherwise duly executed may be sealed 
 with the private ^als of the officers.'' 
 
 (3). Business corporations are not limited in respect to the amount of 
 property that they may hold or dispose of, except that all of their prop- 
 erty must be held and used subject to their charter powers.' 
 
 ' See opinion of Willes, J., in Mayor, 50; Whitford v. Laidler, 94 N. Y. 
 
 etc. w. Governor, etc. of bank of Eng- 145. 
 
 land, 21 Q. B. D. 160(1887). * L. 1892, c. 677, § 13. 
 
 " Anie, p. 59. 5 See Greenpoint Sugar Co. v. Whit- 
 
 * See Lienkauf v. Colman, 1 10 N. Y. in, 69 N. Y. 328. 
 
§ ll] GENERAL CORPORATION LAW. IO3 
 
 (4). The power to appoint officers and agents and to fix their compen- 
 sation is here conferred upon the corporation, but under the Stock Cor- 
 poration Law the directors have authority to select the officers of such 
 corporation. 
 
 (5). The stocliholders are authorized to adopt by-laws for the manage- 
 ment of all corporations if they so desire, and when adopted these by- 
 laws control the action of the directors, and have much of the force of 
 statute law.' The statute apparently calls for the publication of every by- 
 law regulating the election of directors or officers at least thirty days 
 before each election, although there is perhaps ground for contending in 
 view of the object and derivation of the law, that it applies only to by- 
 laws adopted within the two weeks and thirty days specified in the sec- 
 tion. 
 
 This provision was taken from a preceding law of the State relating to 
 the publication of by-laws adopted by directors and managers of a corpo- 
 ration.* It was manifestly proper that by-laws to be adopted by the per- 
 sons in control of a corporation and which might be adopted merely for 
 the sake of keeping certain persons in office should be published, and 
 thus be brought to the attention of the stockholders. But when by-laws 
 are adopted by the stockholders themselves at a duly called meeting, the 
 parties interested have all the notice that is reasonable. Moreover, it is 
 a burdensome and unreasonable requirement to call for the publication 
 of all corporate by-laws regulating the election of directors and officers. 
 This is especially true in the case of a new corporation where all the cor- 
 porators consent to the adoption of certain by-laws. A publication once 
 a week for two weeks is a compliance with the statute.^ All by-laws 
 must conform to the law of the State ■• and to the charter of the corpo- 
 ration to which they relate.* They must also be reasonable, equal, and 
 fair in their operation * 
 
 (For form of by-laws, see post. Forms, XX.) 
 
 ' See Mathews v. Asso. Press of N. ' See Wood v. Knapp, 100 N. Y. 109. 
 
 Y., 136 N. Y. 333 ; Compton v. The * People v. Medical Soc'y, 24 Barb. 
 
 Chelsea, 128 N. Y. 537; Thomas v. 570. 
 
 Musical Mutual Pro. Union, 121 N. Y. 'Curtain v. Father Mathew Soc'y, 
 
 45 ; Kent v. Quicksilver Mining Co., 78 3 Daly 20. 
 
 N. Y. 159 ; McDermott v. Board of * Driscoll v. West Bradley & Cary 
 
 Police, 5 Abb. Pr. 442 ; Brick Church Mfg. Co., 59 N. Y. 96, affi'g 8 J. & S. 
 
 V. Mayor, 5 Cow. 538; Douglas v. M. 488 ; Thomas v. Musical Pro. Union, 
 
 Ins, Co., 118 N. Y. 484. I2T N. Y. 45, People v. Sailors' Snug 
 
 '^ See 1 R. S. 603, § 6 ; Birdseye's Harbor, 54 Barb. 532; Dunham v. Vil- 
 
 Ed., p. 679 ; Southworth & Jones, 2d lage, etc., 5 Cow. 462 ; People v. Fire 
 
 Ed., pp. 51, 52 ; Matter ot David Jones Underwriters, 7 Hun 248. See n. i. 
 Brewing Co., N. Y. L. J., May 11, 1893 
 
I04 GENERAL CORPORATION LAW. [§§ I2-I4 
 
 § 12. Limitations of amount of property of a non-stock 
 corporation. — A corporation not having capital stock may 
 take and hold property not exceeding in value three mill- 
 ion dollars, or the yearly income de'rived from which 
 shall not exceed five hundred thousand dollars, notwith- 
 standing the provisions of any general or special act here- 
 tofore passed or certificate of incorporation affecting such 
 corporation. 
 
 In computing the value of such property, no increase 
 in value arising otherwise than from improvements made 
 thereon shall be taken into account. 
 
 See L. 1890, c. 497. 
 
 Stock corporations not limited in amount of property that may be 
 held. — The foregoing section does not apply to business corporations. 
 They are not restricted as to the amount of property they may acquire or 
 use. The next following section also relates to corporations that are re- 
 stricted in their ownership of real property and has no bearing upon 
 business corporations. 
 
 § 13. Acquisition of additional real property. — When any 
 corporation shall have sold or conveyed any part of its 
 real property, the supreme court may, notwithstanding 
 any restriction of a general or special law, authorize it to 
 purchase and hold from time to time other real property, 
 upon satisfactory proof that the value of the property so 
 purchased does not exceed the value of the property so 
 sold and conveyed within the three years next preceding 
 the application. 
 
 See I? 1882, c. 290, § I ; L. 1890, c. 563, § 10. 
 (For form of acknowledgment by torpm-ation, see post. Forms, XXI.) 
 
 § 14. Acquisition of property in other states. — Any do- 
 mestic corporation transacting business in other states or 
 foreign countries may acquire and dispose of such prop- 
 
§ 15] GENERAL CORPORATION LAW. IO5 
 
 erty as shall be requisite for such corporation in the con- 
 venient transaction of its business. 
 
 See L. 1872, c. 146, § i j L. 1875, c. 119 ; L. 1883, c. 361, § i ; L. 1890, c. 
 563, § II. 
 
 Property may be acquired and disposed of anywhere. — The above sec- 
 tion gives to domestic corporations the right to acquire and dispose of 
 such property as its business may require, in any State or foreign coun- 
 try. This, however, is a charter power which is conferred by this State 
 and which cannot be exercised in other States, where local laws inter- 
 fere.' In a locality where real estate cannot be held by a foreign corpo- 
 ration, a New York corporation would acquire no title to land pur- 
 chased as against the State." It is therefore essential to conform to the 
 laws of the States in which property is to be acquired.' 
 
 § 15. Certificate of authority of a foreign corporation. — 
 No foreign stock corporation other than a monied cor- 
 poration, shall do business in this state without having 
 first procured from the secretary of state a certificate 
 that it has complied with all the requirements of law to 
 authorize it to do business in this state, and that the busi- 
 ness of the corporation to be carried on in this state is 
 such as may be lawfully carried on by a corporation in- 
 corporated under the laws of this state for such or simi- 
 lar business, or, if more than one kind of business, by two 
 or more corporations so incorporated for such kinds of 
 business respectively. The secretary of state shall de- 
 liver such certificate to every such corporation so com- 
 plying with the requirements of law. No such corpora- 
 tion now doing business in this state shall do business 
 herein after December 31, 1892, without having procured 
 
 'Smith V. Alvord, 63 Barb. 415; 122; Hickory Farm Oil Co. ». Buffalo, 
 
 Plimpton V. Bigelow, 93 N. Y. 592; etc. R. Co., 2 Ry. & Corp. L. J. 470. 
 
 Merchants' MJg. Co. v. Grand Trunk * See Demarest v. Flack, 128 N. Y. 
 
 R'y Co., 63 How. 459. 205; Bank of Augusta v. Earle, 13 Pet. 
 
 » Commonwealth ex rel. etc. v. New 519; Merrick v. Brainard, 34 N. Y. 
 
 York, etc. R. Co., 132 Pa. 591, 19 Atl. 208; Cowell v. Springs Co., 100 U. S. 
 
 291, 2 Am. R. & Corp. Rep. 27— note; 55; Christian Union v. Yount, loi U.S. 
 
 Runyan v. Lessee of Coster. 14 Pet. 352. 
 
I06 GENERAL CORPORATION LAW, [§ 1$ 
 
 such certificate from the secretary of state, but any law- 
 ful contract previously made by the corporation may be 
 performed and enforced within the state subsequent to 
 such date. 
 
 No foreign stock corporation doing business in this 
 state without such certificate shall maintain any action 
 in this state upon any contract made by it in this state 
 until it shall have procured such certificate. 
 
 Foreign corporation must procure certificate from secretary of state. 
 — It is now necessary for every foreign stock corporation to procure the 
 certificate described in the above section from the secretary of state if 
 it desires to do business in this State. The penalty for a failure to ob- 
 tain this certificate is that the corporation so failing cannot maintain an 
 action in this State upon a contract thereafter made by it here.' 
 
 Power of the State to exclude foreign corporations. — The subject of 
 the power of this State over foreign corporations has derived special in- 
 terest from the enaction of the above statute, which, however, is but in 
 line with the legislation of many other localities.'^ The decisions of the 
 United States Supreme Court have fully settled the general rule that a 
 State may for most purposes wholly exclude foreign corporations from 
 its borders." It was for a time contended that these corporations were 
 entitled to the protection of the provisions of the Constitution guaran- 
 teeing to citizens of each State the privileges and immunities of citizens 
 in the several States. But the court has decided that foreign corpora- 
 tions do not come within the meaning of this provision.'' If, therefore, 
 the laws of a particular locality forbid a foreign corporation from enjoying 
 the privileges of the citizens living there except upon prescribed conditions, 
 these laws are constitutional and will be upheld.* It may be concluded, 
 therefore, that foreign corporations under the above statute cannot locate 
 
 ' For further consideration of the to Demarest v. Flack, 5 Am. Railroad 
 
 terms of the penalty, see/osl, pp. no, and Corporation Rep. 264 (1891). See 
 
 III. ^ as to the standing of a foreign corpora- 
 
 " See Stimson's American Statute tion in England, Haggin ». Comploir 
 
 Law, vol. 2, § 8400 et seq. D'Escompte de Paris, 23 Q. B. Div. 
 
 * Norfolk, etc. Railroad v. Pennsyl- 519. 
 
 vania, 136 U. S. 114 (1890), following: ■■ See note 3, supra; Morawetz on 
 
 Pembina Mining Co. v. Pennsylvania, Corporations, § 972. 
 
 125 U. S. 181; Philadelphia Fire Asso- 'Horn Silver Mining Co. v. New 
 
 ciation v. New York, 119 U. S. no. York, 143 U. S. 305. See post, n. 2, 
 
 See note to Talbot z/. Fidelity and Casu- p. 108. 
 alty Co., 13 L. R. A. 584(1891), and note 
 
§ 15] GENERAL CORPORATION LAW. I07 
 
 in this State and manufacture and sell goods here, or mine and sell ores 
 or engage in any business of a local character without complying with 
 the terms of the statute, and that if they do any of these things, they 
 bring themselves within the penalty imposed by the statute. The ques- 
 tion arises, however, to what extent does the commerce clause of the 
 Constitution of the United States prevent the universal application of 
 the rule, that a State may exclude a foreign corporation from its borders ? 
 
 Effect of the commerce clause upon this power. — The commerce clause 
 of the Constitution of the United States is in these w^ords : " The Con- 
 gress shall have power .... to regulate commerce with foreign nations 
 and among the several States and with the Indian tribes." The extent 
 and value of this general grant of power are becoming more and more 
 apparent, and, with the far-reaching results that follow decisions in re- 
 gard to it, and the exceedingly broad terms in which the power is granted, 
 it is not surprising that great interest as well as great uncertainty exists 
 as to its meaning.' One very important question which arises in refer- 
 ence to this power, and one which concerns the particular point under 
 discussion, is, How far does its existence prevent State legislation upon 
 a subject in regard to which Congress has taken no action .' The rule 
 now in force upon this question is, that, " where the subject is national 
 in its character, and admits and requires uniformity of regulation affect- 
 ing all the States," Congress can alone provide the regulations.' And if 
 local laws are enacted which do regulate such matters, they will be un- 
 constitutional. Under this rule foreign corporations have made the 
 claim that no State can adopt regulations which affect acts of interstate 
 commerce by foreign corporations, and that statutes similar to the recent 
 law of this State above given are unconstitutional and void. And it is 
 contended that every sale of goods made by a foreign corporation in one 
 State, where the goods are shipped therefrom and are delivered to a pur- 
 chaser residing in another State is commerce between the States. 
 
 United States Supreme Court decisions. — The decisions of the United 
 States Supreme Court are of final importance upon this question, and the 
 recent expressions of opinion in that court may be looked to for guid- 
 ance, although the question, whether a State may prohibit a foreign trad- 
 ing corporation from performing acts of interstate commerce within its 
 borders, has not been squarely presented to the court. In one case,' how- 
 ever, two of the justices of the court expressed the opinion that a foreigjn 
 corporation of this character, while performing acts of commerce within 
 a State was engaged in interstate commerce and could not be controlled 
 
 ' See Hartshorneon "The Railroads 'See opinions of Judges Blatchford 
 
 and the Commerce Clause" (1893). and Matthews in Cooper Manufactur- 
 
 ' See Leisy v. Hardin, 135 U. S. ing Co. v. Ferguson, 113 U. S. 727. 
 
 lOO. 
 
io8 
 
 GENERAL CORPORATION LAW, 
 
 [§i5 
 
 by local laws. The prevailing opinion in this case, however, was based 
 upon other grounds.' And recent decisions of the court have empha- 
 sized the distinction between the power of a State to regulate the business 
 of a foreign trading corporation, and its power to regulate the business 
 of an individual or of a corporation engaged in a national business. In 
 a late case on this subject, the power of a State to tax a foreign 
 corporation upon its entire capital for the privilege of maintaining an 
 office and doing business in the State has been upheld,' while at the same 
 time the right of an individual to do business in other States could not be 
 restricted,' and it is unconstitutional to lay a tax upon the entire capital 
 stock of an interstate railroad corporation for the privilege of doing 
 business in a State,"* although by a recent decision, a franchise tax may 
 be imposed for the privilege of doing corporate business in a State, pro- 
 vided that it is based upon the business done therein.* The rule of the 
 court as given in these cases is that foreign corporations may be 
 wholly excluded from a State unless they fall within the two excep- 
 tions thus far recognized. These are, (i) where the corporation 
 is engaged in an interstate commerce business, and (2) where it is in 
 the employ of the general government.' Both of these exceptions, 
 
 > See 113 U. S. 727. 
 
 ' In Horn Silver Mining Company v. 
 New York State, 145 U. S. 305, Mr. 
 Justice Field said: "Having the abso- 
 lute power of excluding the foreign cor- 
 poration the State may, of course, 
 impose such conditions upon permitting 
 the corporation to do business within 
 its limits as it may iudge expedient ; 
 and it may make the grant or privilege 
 dependent upon the payment of a spe- 
 cific license tax, or a sum proportioned 
 to the amount of its capital. No indi- 
 vidual member of the corporation, or 
 the corporation itself, can call in ques 
 tion the validity of any exaction 
 which the State may require for the 
 gram of its privileges. It does not lie 
 in any foreign corporation to complain 
 that it is subjected to the same law 
 
 with the domestic corporation 
 
 The extent of the tax is a matter purely 
 of State regulation, and any interference 
 with it is beyond the jurisdiction of 
 this court. The objection that it oper- 
 ates as a direct interference with inter- 
 state commerce we do not think ten- 
 able. The tax is not levied upon ar- 
 
 ticles imported, nor is there any im- 
 pediment to their importation. The 
 products of the mine can be brought 
 into the State and sold there without 
 taxation, and they can be exhibited 
 there for sale in any office or building 
 obtained for that purpose ; the tax is 
 levied only upon the franchise or busi- 
 ness of the company." 
 
 ' McCall V. California, 136 U. S. 104; 
 Stoutenburgh v. Hennick, 129 U. S. 
 141 ; Leisy zi. Hardin, 135 U. S. too ; 
 Asher v. Texas, 128 U. S. 129; Leloup 
 V. Port of Mobile, 127 U. S. 640 ; 
 Robins v. Shelby Taxing District, 120 
 U. S. 489. 
 
 * Norfolk, etc. Railroad v. Pennsyl- 
 vania, 136 U. S. 114. See Gloucester 
 Ferry Co. v. Pennsylvania, 114 U. S. 
 ig6 ; Pensacola Tel. Co. v. Western 
 Union Tel. Co., 96 U. S. i ; Paul v. 
 Virginia, 8 Wall. :68. 
 
 * Maine v. The Grand Trunk R'y 
 Co., 142 U. S. 217 (1891). 
 
 «See Horn Silver Mining Co. v. 
 New York, 143 U. S. 305 ; Sherlock 
 V. Ailing, 93 U. S. 99. In Pembina 
 Mining Co. v. Pennsylvania, 125 U. 
 
§15] 
 
 GENERAL CORPORATION LAW. 
 
 109 
 
 it will be seen, relate to corporations that are carrying on business of a 
 national character. And it would seem that the exceptions to the rule 
 are recognized, because it is essential that they should be for the preser- 
 vation of national rights, belonging to all citizens, and not because for- 
 eign corporations as such are engaged in work of this character. That the 
 exceptions are clearly established and that there is no tendency to extend 
 them so as to include trading corporations, seem to be well recognized 
 by a recent case.' It may also be said, that so far as the power of foreign 
 trading corporations to carry on business in the several States is con- 
 cerned, there is little ground for claiming that the subject "admits and 
 requires uniformity of legislation,'' and that if it does not, the regulations 
 adopted by the States should be upheld at all events until Congress 
 adopts a law covering the subject. It certainly seems a forced view to 
 hold that the power to regulate commerce is sufficient to confer upon all 
 trading corporations of the country the right to engage in commerce 
 in States from which they are excluded by statute. 
 
 Decisions in State courts. — In this State the exact question under dis- 
 cussion has not been decided, but the Court of Appeals has restated the 
 law as laid down by the United States Supreme Court, and is not likely 
 to extend the exceptions to the general rule allowing the State to regu- 
 
 S. 181, it is said: "The only limita- 
 tion upon this power of the State to 
 exclude a foreign corporation from do- 
 ing business within its limits, or hiring 
 offices for that purpose, or to exact 
 conditions for allowing the corporation 
 to do business or hire offices there, arises 
 where the corporation is in the employ 
 of the Federal government, or where 
 its business is strictly commerce, inter- 
 state or foreign. The control of such 
 commerce being in the Federal gov- 
 ernment, is not to be restricted by State 
 authority." 
 
 ' Crutcher v. Kentucky, 141 U. S. 
 47 (1891), where it was held that a law 
 of the State of Kentucky requiring 
 every agent of a foreign express com- 
 pany to obtain a license from the State 
 after satisfying the State auditor that the 
 company represented by him was pos- 
 sessed of a specified capital, and making 
 him subject to a fine if he engaged in 
 the business without such license, was 
 a regulation of interstate commerce 
 and was repugnant to the Constitution 
 
 of the United States. But the court by 
 Mr. Justice Bradley said : " The case 
 is entirely different from that of foreign 
 corporations seeking to do a business 
 which does not belong to the regulating 
 power of Congress. The insurance 
 business, for example, cannot be car- 
 ried on in a State by a foreign cor- 
 poration without complying with all the 
 conditions imposed by the legislation 
 of that State. So with regard to manu- 
 facturing corporations and all other 
 corporations whose business is of a 
 local and domestic nature, which would 
 include express companies whose busi- 
 ness is confined to points and places 
 wholly within the State. The cases 
 to this effect are numerous: Bank 
 of Augusta V. Earle, 13 Pet. 519 ; Paul 
 V, Virginia, 8 Wall. 168; Liverpool In- 
 surance Company v. Massachusetts, 10 
 Wall. 566; Cooper Manufacturing Com- 
 pany V. Ferguson, 113 U. S. 727; Phila. 
 Fire Association v. New York, 119 U. 
 S. no." 
 
no GENERAL CORPORATION LAW. [§ 1 5 
 
 late the business done within its borders by foreign corporations.' In 
 Alabama the Supreme Court has recently held that statutes of the State 
 in reference to the sale of fertilizers must be complied with by non-resi- 
 dents, even though shipments are made from other States." In Arkansas 
 the Supreme Court has decided recently, but wit)i its chief-justice and 
 one of the associate justice, dissenting, that a trading corporation of 
 another State performing an act of commerce in that State is exempt 
 from the statutory provisions against foreign corporations.^ There has 
 not yet been any authoritative decision of the question, however, and the 
 courts of the States are free to adopt the rule which is most in accord 
 with the suggestions of the United States courts and with general con- 
 siderations of right which assuredly uphold the power of every State 
 to protect itself from encroachments by artificial bodies created by other 
 States. And even if the charter of a corporation declares that it is to en- 
 gage in interstate commerce, if it is an ordinary business corporation 
 and not a railroad or a transportation corporation, there would seem to 
 be no reason why it should not be subject to State laws. It is not the 
 doing of some particular act of commerce that gives an interstate char- 
 acter to the business of a corporation, but it is the general nature of 
 that business. 
 
 In the case of Horn Silver Mining Co. v. New York,'' the fact that acts 
 of interstate commerce were performed was substantially conceded by 
 the court in its opinion, but that fact did not alter the decision, be- 
 cause the corporation itself was not within the exceptions to the rule 
 that foreign corporations may be excluded from a State. 
 
 The penalty of the New York statute. — It is to be noticed that the 
 statute of this State does not impair the obligation of existing contracts. 
 It relates only to the future and its effect is to prescribe a method by 
 which foreign corporations may acquire statute rights in this State and 
 not be dependent upon the law of comity. It specifies how such corpo- 
 ration may make enforceable contracts here, and how they may bring 
 themselves under the protection of the laws of the State. Aside, there- 
 fore, from the considerations already presented and which bear upon the 
 
 ' People ex rel. Southern Cotton rior v. New England Mortgage Co., 
 
 Oil Co. V. Wemple, i^ N. Y. 64, see 88 Ala. 275 (1889). 
 pp. 70, 71. See also People v. For- ^ Gunn v. White Sewing Machine 
 
 mosa, 131 N. Y. 478 ; Vanderpoel v. Co., 20 S. W. Rep. 591 (Dec, 1892). 
 
 Gorman (N. Y. Com. Pleas Gen. See also to the same effect Bateman 
 
 Term), N. Y. L. J., Mch. 24, 1893, v. Western Star Milling Co., 20 S. W. 
 
 opinion of Pryor, J. 931 (Texas Court of Civ. App., Oct., 
 
 * Merriman v. Knox (Ala.), 11 So, 1890); N. Y. L. J. Feb. 10, 1893; see 
 
 Rep. 741. See Hare v. Hamilton Empire Mills v. Alston Grocery 
 
 Brown Shoe Co., 9 So. Rejf). 136 ; Far- (Texas), 12 L. R. A. 366. 
 
 * Ante, p. io3. 
 
§15] 
 
 GENERAL CORPORATION LAW. Ill 
 
 general question of he right of a State to exclude foreign corporations, 
 it may be urged in reference to the statute of this State, that it is not an 
 interference with interstate commerce,' but that it provides a method 
 for the proper carrying on of such commerce by foreign corporations. 
 And it is only when an action is brought upon a contract made in this 
 State in defiance of the laws of the State which existed at the time the 
 contract was made, and when the foreign corporation still continues to 
 defy these laws, that the penalty of the statute is incurred and that the 
 courts will refuse their assistance in the enforcement of the contract. 
 For it seems probable that an action upon a contract may be maintained 
 as soon as the certificate called for by the statute is filed, and whether it 
 is filed before or after the making of the contract.'' 
 
 The object of the statute is to secure the filing of the certificates, and 
 when this is accomplished there does "not seem to be any penalty at- 
 tached to prior neglect. The langfuage of the statute favors this view, 
 and as the intent of the legislature as expressed in the statute is con- 
 trolling, the fact that a particular penalty has been expressed, will 
 be taken as evidence that no other punishment was to be inflicted, at 
 leatet so far.as the contracts of the foreign corporation are concerned.' 
 
 To what corporations the statute applies. — The intent of the statute 
 seems to be that all foreign corporations wishing to do any business in 
 this State shall comply with its terms. To construe this statute, which 
 is enacted in part for the purpose of obliging foreign corporations to 
 establish an office in this State, as applicable only to corporations that 
 have already established ancillary places of business here, appears to me 
 to be unnatural.'' And in arriving at the meaning of the phrase " doing 
 business," * not only the intent of the statute must be given effect, 
 
 ' See Smith v. Alabama, 124 U. S. pie v. Buffalo S. & C. Co., 131 N. Y. 
 465. In Paul V. Virginia, 8 Wall, 168, 140 ; Toledo Tie & Lumber Co. v. 
 it was said that a State " may exclude Thomas (W. Va), 2 Am. R. R. & 
 a foreign corporation entirely ; they Corp. R. 251; Dearborn Foundry Co. 
 may restrict its business to particular v Aug^ustine, 31 Pac. Rep. 327; see 
 localities ; or they may exact such se- also C. B. Rogers & Co. v. Simmons, 
 curity for the performance of its con- 29 N. E. Rep. 580. 
 tracts with their citizens as in their * See editorial on " Recent Legisla- 
 judgment will best promote the public tion concerning Foreign Corpora- 
 interests. The whole matter rests in tions," N. Y. L. J. Jan. 23, 1893, and 
 their discretion." correspondence on " Foreign Corpora- 
 
 ' See American Ins. Co. v. Wellman, tion ' Doing Business ' within the 
 
 69 Ind. 413 ; Cin. Mutual, etc. Co. v. State," N. Y. L. J. Jan. 25, 1893. 
 
 Rosenthal, 55 111. 85 ; Spelling on Cor- People v. American Bell Tel. Co., 117 
 
 porations, § 89, citing numerous au- N. Y. 241. 
 
 thorities ; but see Seneca County Bank 'Cooper Mfg. Co. v. Ferguson, i'3 
 
 V. Lamb, 26 Barb. 595. U. S. 727 ; Colorado Iron Works v. 
 
 * Pratt V. Short, 79 N. Y. 437 ; Peo- Sierra Grande Min. Co., 15 Col. 499, 
 
112 GENERAL CORPORATION LAW. [§ 1 6 
 
 but the sweeping character of its penalty must also be considered. This 
 penalty extends to every contract. It applies to one transaction with 
 as much force as it does to a hundred. And it reaches the case of a cor- 
 poration that has no particular locality for transacting its corporate 
 business here, as well as the case of one that ha? such a place of business 
 but is unwilling to comply with the terms of the statute. No foreign 
 corporation, therefore, can rely upon enforcing any contract made by it 
 in the courts of this State unless it obeys the statute. And it is advis- 
 able for all corporations formed under the laws of other sovereignties to 
 protect themselves here by compliance with the laws of this State. The 
 secretary of state will grant a certificate enabling a foreign corporation to 
 carry on a branch of its business in this State.' 
 
 § i6. Proof to be filed before granting certificate. — 
 Before granting such certificate the secretary of state 
 shall require every such foreign corporation to file in his 
 office a sworn copy of its charter or certificate of incor- 
 poration, and a statement under its corporate seal, par- 
 ticularly setting forth the business or objects of the cor- 
 poration which it is engaged in carrying on, or which 
 it proposes to carry on, within the state, and a place 
 within the state which is to be its principal place of busi- 
 ness, and designating, in the manner prescribed in the 
 
 22 Am. St. 433 ; Commonwealth v. see Condouris v. Imperial Turkish, 
 
 American Bell Tel. Co., i8 Atl. Rep. etc. Co. -(C. P. G. T.), N. Y. L. J. 
 
 122 ; Kilgore v. Smith, I2a Pa. 48 ; Mch. 29, 1893. Attachment is matter 
 
 Gilchrist v. Helena, etc. R. Co., 47 of right, see Sanders v. Wilmington 
 
 Fed. Rep. 593 ; Fritts v. Palmer, 132 Cotton Mills (Sup. Ct., Andrews, J.), 
 
 U. S. 282 ; St. Louis, etc. R. Co. o. N. Y. L. J. Feb. 15, 1893 ; Code of 
 
 Phila. Fire Asso., 55 Ark. 163 ; Beard Civ. Pro. § 636. As to the legality of 
 
 V. Union & Am. Pub. Co., 71 Ala. 60. a general assignment of property in 
 
 ' In re Application of the Wells Fargo this State by a foreign corporation, see 
 
 Express Co., approved by the Attor- Vanderpoelz'. Gorman (C. P. G. T.), N. 
 
 ney-General Dec. 27,^892. As to how Y. L. J. Mch. 24, 1893. (Seea«fe, p. 74, 
 
 far the courts of one State will inter- n. 2). For other proceedings against 
 
 fere in the affairs of corporations foreign corporations, see People v. 
 
 formed under the laws of other States, American Loan & T. Co., 43 St. Rep. 
 
 see Kimball v. St. Louis, etc. R. Co. 332 ; Haar v. Consolidated Carson 
 
 (Mass.), 31 N. E. Rep. 697; Memo, of River Dredging Co., 43 St. Rep. 1 ; 
 
 McAdam, J. (N. Y. Super. Ct. Eq.), Burgoyne v. Eastern, etc. R. Co., 13 
 
 N. Y. L. J. Oct. 6, 1892. As to at- N. Y. Supp. 537; National Tube Works 
 
 tachments against a foreign corpora- Co. v. Ballou, 146 U. S. 517 ; and see 
 
 tion for conversion of its own stock, post, Appendix. 
 
§i6] 
 
 GENERAL CORPORATION LAW. 
 
 113 
 
 Code of Civil Procedure,' a person upon whom process 
 against the corporation may be served within the state. 
 
 The person so designated must have an office or place 
 of business at the place where such corporation is to 
 have its principal place of business within the state. Such 
 designation shall continue in force until revoked by an 
 instrument in writing designating in like manner some 
 other person upon whom process against the corporation 
 may be served in this state. 
 
 If the person so designated dies, or removes from the 
 place where the corporation has its principal place of 
 business within the state, and the corporation does not 
 within thirty days after such death or removal, designate 
 in like manner another person upon whom process 
 
 ' The Code of Civil Procedure pro- 
 vides as follows (§ 432) : 
 
 Personal service of the summons, 
 upon a defendant, being a foreign cor- 
 poration, must be made by delivering 
 a copy thereof, within the State, as 
 follows : 
 
 1. To the president, treasurer, or 
 secretary; or, if the corporation lacks 
 either of those officers, to the officer 
 performing corresponding functions 
 under another name. 
 
 2. To a person designated for the 
 purpose by a writing under the seal of 
 the corporation, and the signature of 
 its president, vice-president, or other 
 acting head, accompanied with the 
 written consent of the person desig- 
 nated, and filed in the office of the 
 secretary of state. The designation 
 must specify a place, within the State, 
 as the office or residence of the person 
 designated ; and, if it is within a city, 
 the street and street number, if any, or 
 other suitable designation of the par- 
 ticular locality. It remains in force 
 until the filing in the same office of a 
 written revocation thereof, or of the 
 
 8 
 
 consent, executed in like manner ; but 
 the person designated may, from time 
 to time, change the place specified as 
 his office or residence to some other 
 place within the State by a writing ex- 
 ecuted by him, and filed in like manner. 
 The secretary of state may require the 
 execution of any instrument specified 
 in this section to be authenticated as he 
 deems proper, and he may refuse to 
 file it without such an authentication. 
 An exemplified copy of a designation 
 so filed, accompanied with a certificate 
 that it has not been revoked, is pre- 
 sumptive evidence of the execution 
 thereof, and conclusive evidence of the 
 authority of the officer executing it. 
 
 3. If such a designation is not in 
 force, or if neither the person desig- 
 nated nor an officer specified in sub- 
 division first of this section can be 
 found with due diligence, and the cor- 
 poration has property within the State, 
 or the cause of action arose therein, to 
 the cashier, a director, or a managing 
 agent of the corporation within the 
 State. 
 
114 GENERAL CORPORATION LAW. [§ 17 
 
 against it may be served within the state, the secretary 
 of state may revoke the authority of the corporation to 
 do business within the state, and process against the cor- 
 poration in an action upon any liability incurred within 
 this state before such revocation may, after such death 
 or removal and before another designation is made, be 
 served upon the secretary of state. At the time of such 
 service the plaintiff shall pay to the secretary of state two 
 dollars, to be included in his taxable costs and disburse- 
 ments, and the secretary of state shall forthwith mail a 
 copy of such not'ce to such corporation, if its address 
 or the address of any officer thereof is known to him. 
 
 (For form of certificate, see post. Forms, XXH.) 
 
 § 17. Acquisition of real property in this state by certain 
 foreign corporations. — Any foreign corporation created 
 under the laws of the United States, or of any state or 
 territory thereof, and doing business in this state, may 
 acquire such real property in this state as may be neces- 
 sary for its corporate purposes in the transaction of its 
 business in this state, and convey the same by deed or 
 otherwise in'the same manner as a domestic corporation. 
 
 See L. 1887, c. 450, § I ; L. 1890, c. 563, § 12. 
 
 Corporations of other States may acquire real property here. — The 
 above section confers upon corporations created by the laws of any- 
 State or Territory of the United States, the right to hold real estate in 
 New York to the extent that this may be necessary for its corporate 
 purposes in the transaction of its business in this State.' It also gives 
 them the right to convey real estate in the same manner as domestic 
 •corporations. Whether a corporation holds more real property than it 
 is allowed to hold by law, is a question that can be raised only in a 
 direct proceeding by the State against the corporation.* So long as the 
 
 ' See Chautauqua County Bank v. parte Perue Iron Co., 7 Cow. 540 ; see 
 Risley, 19 N. Y. 369 ; Moss v. Averill, also Fritts v. Palmer, 132 U. S. 282. 
 10 N. Y. 449 ; Farmers' Loan and ' See American Mortgage Co. v. Ten- 
 Trust Co. V. Curtis, 7 N. Y. 369 ; Ex nille (Ga.), 12 L. R. A. 529 (1891) ; 
 
§§ 1 8, 19] GENERAL CORPORATION LAW. II5 
 
 ■question is not raised, the corporation may dispose of its real property 
 as any other owner might do. Corporations formed under the laws of 
 foreign countries are not authorized to acquire real estate here, except 
 in the manner provided by the next following section. These two sec- 
 tions taken together seem to show a legislative intent to exclude foreign 
 corporations of this character from the privilege of acquiring land here 
 by gift and devise as well as by ordinary purchase.' 
 
 § 18. Acquisition by foreign corporations of real property 
 in this state upon judicial sales. — Any foreign corporation 
 may purchase at a sale upon the foreclosure of any mort- 
 gage held by it, or upon any judgment or decree for debts 
 due it, or upon any settlement to secure such debts, any 
 real property within this state covered by or subject to 
 such mortgage, judgment, decree or settlement, and hold 
 the same for not exceeding five years from the date of 
 such purchase, and convey it by deed or otherwise, in the 
 same manner as a domestic corporation. 
 
 See L. 1877, c. 158, § i ; L. 1890, u. 563, § 13. 
 
 All foreign corporations may purchase on foreclosnre sale of mort- 
 gages owned by them. — The purpose of this section is to enable foreign 
 corporations te obtain the benefit of land which ie pledged to them as 
 security for debt. The privileges of the section extend to alien cor- 
 porations as well as to corporations of other States and territories.' 
 
 § 19. Prohibition of banking powers. — No corporation 
 except a corporation formed under or subject to the 
 banking laws, shall by any implication or construction 
 be deemed to possess the power of carrying on the busi- 
 ness of discounting bills, notes or other evidences of debt, 
 •of receiving deposits, of buying gold or silver bullion or 
 foreign coins, or buying and selling bills of exchange, or 
 
 Barnes v. Suddard, 117 111. 237 ; note Power of Foreign Corporations to 
 
 to Comnronwealth ». New York, Lake hold real estate, 35 Cent. L. J. 166 
 
 Erie, etc. R. Co. (132 Pa. 591) in 2 (1S92). 
 
 Am. R. R. and Corp. Rep. at p. 27, ' As to the effect of holding property 
 
 and 4 Am. R. R. & Corp. R. 683. longer than the time specified in this 
 
 ' See ante, n. i, p. 114, and article on section, see ante, n. 2, p. 1 14. 
 
Il6 GENERAL CORPORATION LAW. [§ 20 
 
 shall issue bills, notes or other evidences of debt for cir- 
 culation as money/ 
 
 See R. S., Part I., ch. i8, title 3, §4, 8th Ed., p. 1723; Birdseye's Ed., p. 
 673 ; L. 1890, c. 563, § 14. 
 
 § 20. Qualification of members as voters. — At every 
 election of directors and meeting of the members of any 
 corporation, every member who is not in default in the 
 payment of his subscriptions upon his stock or disquali- 
 fied by the by-laws, shall be entitled to one vote, if a non- 
 stock corporation, and, if a stock corporation, to one vote 
 for every share of stock held by him for ten days imme- 
 diately preceding the election or meeting. 
 
 Every pledgor of stock standing in his name on the 
 books of the corporation shall be deemed the owner 
 thereof for the purposes of this section. 
 
 The certificate of incorporation of any stock corpora- 
 tion may provide that at all elections of directors of such 
 corporation, each stockholder shall be entitled to as many 
 votes as shall equal the number of his shares of stock 
 multiplied by the number of directors to be elected, and 
 that he may cast all of such votes for a single director or 
 may distribute them among the number to be voted for, 
 or any two or more of them as. he may see fit, which 
 right, when exercised, shall be termed cumulative voting. 
 The stockholders of a corporation heretofore formed, who, 
 by the provisions of laws existing on April 30, 1 891, were 
 entitled to the exercise of such right, may hereafter ex- 
 ercise such ri^ht according to the provisions of this sec- 
 tion. 
 
 No person shall vote or issue a proxy to vote at any 
 meeting of the stockholders or bondholders, or both, of 
 
 ' See Rome Savings Bank v. King, v. Eaton, 79 N. Y. 449 ; Pratt v. Short, 
 102 N. Y. 331 ; New York State L. & 79 N. Y. 437. 
 T. Co. V. Helmer, 77 N. Y. 64 ; Pratt 
 
§ 20] GENERAL CORPORATION LAW. I I ^ 
 
 a Stock corporation, upon any stock or bonds which have 
 not been owned by him for at least ten days next preced- 
 ing such meeting, notwithstanding such stock or bonds 
 may stand in his name on the books of the corporation. 
 
 No member of a corporation shall sell his vote or issue 
 a proxy to vote to any person for any sum of money or 
 anything of value. 
 
 The books and papers containing the record of mem- 
 bership of the corporation shall be produced at any meet- 
 ing of its members upon the request of any member. If 
 the right to vote at any such meeting shall be challenged, 
 the inspectors of election, or other persons presiding 
 thereat, shall require such books, if they can be had, to 
 be produced as evidence of the right of the person chal- 
 lenged to vote at such meeting, and all persons who may 
 appear from such books to be members of the corpora- 
 tion may vote at such meeting in person or by proxy, 
 subject to the provisions of this chapter. 
 
 See L. 1853, c. 135, §8; L. 1880, c. 510, §2; L. 1890, c. 564, §54. 
 
 Method of voting at election of directors. — The ordinary rule of voting 
 under the present law is that each stockholder has one vote for every 
 share of stock held by him for ten days ' immediately before the election. 
 The certificate of incorporation may provide that each stockholder may 
 exercise the right of cumulative voting ; that is, may cast as many votes 
 as he has shares of stock multiplied by the number of directors to be 
 elected, for one director, or may distribute his total number of votes 
 among the directors to be voted for as he desires. This, however, is a 
 right which corporations do not possess unless they reserve it in their 
 certificates of incorporation, or acquire it by filing a supplemental certifi- 
 cate. The above section confers the right to vote in this way upon all 
 corporations formed under the Limited Liability Act of 1875 and existing 
 on April 30, 1891.' The section also makes noticeable provisions in re- 
 
 ' It may be questioned whether it either large or small corporations, 
 
 would not be better to allow corpora- The law of 1848 did not fix a time 
 
 tions to specify in their by-laws how limit, see L. 1848, c. 40, § 3; nor did 
 
 long stock must be held before the the law of 1875, see L. 1875, c. 611, 
 
 meeting. The adoption of an arbitrary § 26. 
 
 rule cannot but work inconvenience to '^ See L. 1875, c. 611, §26. 
 
Il8 GENERAL CORPORATION LAW. [§21 
 
 gard to pledgors of stock,' the issuing of proxies, and the authority of 
 the books and papers containing the records of the members of the cor- 
 poration. 
 
 § 21. Proxies.— Every member of a corporation, except 
 a religious corporation, entitled to vote at any meeting 
 thereof may so vote by proxy. 
 
 No officer, clerk, teller or bookkeeper of a corporation 
 formed under or subject to the banking law shall act as 
 proxy for any stockholder at any meeting of any such 
 corporation. 
 
 Every proxy must be executed in writing by the mem- 
 ber himself, or by his duly authorized attorney. No' 
 proxy hereafter made shall be valid after the expiration 
 of eleven months from the date of its execution unless 
 the member executing it shall have specified therein the 
 length of time it is to continue in force, which shall be 
 for some limited period. Every proxy shall be revokable 
 at the pleasure of the person executing it ; but a corpora- 
 tion having no capital stock may prescribe in its by-laws 
 the persons who may act as proxies for members, and the 
 length of time for which proxies may be executed. 
 
 See L. 1890, c. 563, § 54. 
 
 Power to give proxies. — Stockholders in business corporations are au- 
 thorized to execute proxies entitling the holders to vote at the meetings, 
 of the corporation. Every proxy must be in writing and must be exe- 
 cuted by the stockholder or by his duly authorized attorney. Every 
 proxy is revocable at the pleasure of the person executing it, and it must 
 be used within eleven months from its date, unless it contains a provision 
 that it shall remain in force for a longer period than this. There is no> 
 provision of law rel^uiring a proxy to be sealed or witnessed, but it is 
 customary to attach a seal and to execute it before a witness, and the by- 
 laws of the corporation may require such execution.'' A proxy coupled 
 
 ' Vail V. Hamilton, 85 N. Y. 453, 20 reference to executors, see White v. 
 Hun 355; Ex parte Barker, 6 Wend. Price, 39 Hun 394. 
 509 ; Ex parte Desdoity, I Wend. 99. " See as to proxies: Matter of Light- 
 As to "pooling contracts," see Wil- hall Mfg. Co., 47 Hun 258; Marie*, 
 liams V. Montgomery (G. T. S. C), Garrison, 13 Abb. N. C. 235. 
 N. Y. L. J. May 4, 1893. And in 
 
§ 22] GENERAL CORPORATION LAW. I I9 
 
 with an interest cannot be given under this law.' The refusal to accept 
 proxies with the date of the meeting not filled in is a ground for setting 
 aside the election in case this refusal has affected the result.' 
 (For form, see post. Forms, XXIII.) 
 
 § 22. Challenges. — Every member of a corporation 
 offering to vote at any election or meeting of the corpo- 
 ration siiall, if required by an inspector of election or 
 other officer presiding at such election or meeting, or by 
 any other member present, take and subscribe the follow- 
 ing oath : " I do solemnly swear that in voting at this 
 election I have not, either directly, indirectly or impli- 
 edly, received any promise or any sum of money, or any- 
 thing of value to influence the giving of my vote or votes 
 at this meeting or as a consideration therefor." 
 
 If it is a stock corporation, the oath so taken and sub- 
 scribed shall contain the following additional provision : 
 " That I have not sold or otherwise disposed of my in- 
 terest in or title to any shares of stock or bonds in re- 
 spect to which I offer to vote at this election, but that 
 all such shares or bonds are still owned by me." 
 
 Any person offering to vote as proxy for any other 
 person shall present his proxy and, if so required, take 
 and subscribe the following oath : 
 
 " I do solemnly swear that I have not, either directly, 
 indirectly or impliedly, given any promise or any sum of 
 money or anything of value to induce the giving of a 
 proxy to me to vote at this election, or received any 
 promise or any sum of money or anything of value to 
 influence the giving of my vote at this meeting, or as a 
 consideration therefor." 
 
 If a stock corporation, the oath so taken and sub- 
 scribed shall contain the following additional provision -: 
 
 ^ Re Germicide Co., 48 St. Rep. 905, 46 St. Rep. 135; Matter of White, 
 294. 45 Hun 580. See Langan v. Franck- 
 
 * Re Townshend, 18 N. Y. Supp. lyn, 20 N. Y. Supp. 404. 
 
I20 GENERAL CORPORATION LAW. [§ 23 
 
 " And that the title to the stocks and bonds upon 
 which I now offer to vote is, to the best of my knowl- 
 edge and beHef, truly and in good faith vested in the 
 persons in whose names they now stand." 
 
 The inspectors or persons presiding at the election 
 may administer such oath, and all such oaths and proxies 
 shall be filed in the office of the corporation. 
 
 See L. 1890, c. 564, § 54. 
 
 Oaths required from persons voting. — Every stockholder is required 
 to take the above oath, provided the inspectors of election or other 
 officers, or members of the corporation so desire, to the effect that he 
 has received no consideration for his vote, and that he is the owner of 
 the stock or bonds upon which he desires to vote. And every person 
 voting by proxy, if required so to do, must swear that he has received no 
 consideration to influence his vote, and that the title to the stocks or 
 bonds upon which he votes is vested in the persons who have given the 
 proxy. The oaths may be administered by the inspectors^ or persons 
 presiding at the election. And all oaths and proxies must be filed m 
 the office of the corporation. 
 
 § 23. Effect of failure to elect directors. — If the direct- 
 ors shall not be elected on the day designated in the by- 
 laws, or by-law, the corporation shall not for that reason 
 be dissolved ; but every director shall continue to hold 
 his office and discharge his duties until his successor has 
 been elected. 
 
 See L. 1796, c. 43, § 10; L. 1811, c. 67, § 4 ; L. 1848, c. 37, § 4 ; L. 1848, c. 
 40, § 4 ; L. 1848, c. 3ig, § 4 ; L. 1853, c. 117, § 4 ; L. 1853. c. 135. § 5 ; L. 1854, 
 
 c. 232, §§ 4, 5 ; L- 1857, c. 546, § a; L. 1872, c. 820, § 12; L. 1873, c. 397, S 4 ; 
 
 L. 1874, c. 143, §4 ; L. 1875, c. 267, § 5; L. 1875, c. 611, § 27; L, 1886, c. 236, 
 § 6; I.. 1887, c. 317, g 6; L. 1887, c. 501, § 3; L. 1888, c. 293, § 4; L. 1890, c, 
 563, § 18. 
 
 Corporation not dissolved by failure to elect directors. — The failure 
 to elect directors at ftie regular date does not dissolve the corporation, 
 but the election may be had at a subsequent day. The directors hold 
 over until their successors are elected. The next following section pro- 
 vides for the calling of special meetings to elect directors. The lawful 
 acts of the directors holding over are binding on the corporation.' 
 
 ' See People v. Twaddell, 18 Hun 427; Matter of Vandenbuigh v. B'way 
 R. Co., 29 Hun 348. 
 
§§ 24, 25] GENERAL CORPORATION LAW. 121 
 
 § 24. Mode of calling special election of directors. — If 
 the election has not been held on the day so designated, 
 the directors shall forthwith call a meeting of the mem- 
 bers of the corporation for the purpose of electing direct- 
 ors, of which meeting notice shall be given in the same 
 manner as of the annual meeting for the election of 
 directors. 
 
 If such meeting shall not be so called within one 
 month, or, if held, shall result in a failure to elect direct- 
 ors, any member of the corporation may call a meeting 
 for the purpose of electing directors by publishing a 
 notice of the time and place of holding such meeting at 
 least once in each week for two successive weeks imme- 
 diately preceding the election, in a newspaper published 
 in the county where the election is to be held and in 
 such other manner as may be prescribed in the by-laws for 
 the publication of notice of the annual meeting, and by 
 serving upon each member, either personally or by mail, 
 directed to him at his last known post-office address, a 
 copy of such notice at least two weeks before the meet- 
 ing. 
 
 See R. S., Part I., ch. 18, title 4, §8, 8th Ed., p. 1730 ; Birdseye's Ed., p. 680 ; 
 L. 1885, c. 489, §§ 3, 4; L. 1890, c. 564, §§ 53, 54. 
 
 Special meeting to elect directors. — This section takes the place of 
 the former law of the State providing for an election of directors after 
 sixty days ' from the time at which the election should have been held. 
 (For form of notice, see post. Forms, XXIV.) 
 
 § 25. Mode of conducting special elections of directors. — 
 Such meeting shall be held at the office of the corpora- 
 tion, or if it has none, at the place in this state where its 
 principal business has been transacted, or if access to 
 such office or place is denied or cannot be had, at some 
 other place in the city, village or town where such office 
 or place is or was located. 
 
 ' See People ex rel. Miller v. Cummings, 72 N. Y. 433. 
 
122 GENERAL CORPORATION LAW. [§ 26 
 
 At such meeting the members attending shall consti- 
 tute a quorum. They may elect inspectors of election 
 and directors and adopt by-laws providing for future an- 
 nual meetings and election of directors,if the corporation 
 has no such by-laws, and transact any other business 
 which may be transacted at an annual meeting of the 
 members of the corporation. 
 
 See L. 1890, c. 564, § 53. 
 
 § 26. Qualification of voters and canvass of votes at 
 special elections. — In the absence at such meeting of the 
 books of the corporation showing who are members 
 thereof, each person, before voting, shall present his 
 sworn statement setting forth that he is a member of the 
 corporation ; and if a stock corporation, the number of 
 shares of stock owned by him and standing in his name 
 on the books of the corporation, and, if known to him, 
 the whole number of shares of stock of the corporation 
 outstanding. On filing such statement, he may vote as 
 a member of the corporation ; and if a stock corporation, 
 he may vote on the shares of stock appearing in such 
 statement to be owned by him and standing in his name 
 on the books of the corporation. 
 
 The inspectors shall return and file such statements, 
 with a certificate of the result of the election, verified by 
 them, in the office of the clerk of the county in which 
 such election is held, and the persons so elected shall be 
 the directors of the corporation. 
 
 See L. 1890, c 564. § 53. 
 
 Proceedings at special meeting to elect directors. — When a meeting is 
 called pursuant to the provisions of the preceding sections, the place of 
 meeting may be designated to be the office of the corporation, or, if it 
 has no office, the place where its principal business has been transacted ; 
 or, if access to such office or place is denied, some other place in the 
 locality where the office of the corporation is located, or where it trans- 
 acts its business. Such stockholders as attend the meeting may elect 
 
§ 2 7] GENERAL CORPORATION LAW. 12 
 
 J 
 
 inspectors of election and directors, and adopt by-laws providing for 
 future elections ; and they may transact such business as the corporation 
 could transact at its annual meeting. Who may vote at this meeting in 
 the absence of the corporate books is determined by the sworn state- 
 ments of the stockholders claiming the right to vote. This statement 
 must be filed with the inspectors, and the inspectors must in turn file 
 them, together with a certificate of the result of the election, in the office 
 of the county clerk in the county where the election is held. The im- 
 portance of strict compliance with this requirement of the law is evident, 
 as the election held in this way is dependent for its validity upon this 
 statute.' 
 
 § 27. Powers of supreme court respecting elections. — The 
 supreme court shall, upon the application of any person 
 or corporation aggrieved by or complaining of any elec- 
 tion of any corporation, or any proceeding, act or matter 
 touching the same, upon notice thereof to the adverse 
 party, or to those to be affected thereby, forthwith and in 
 a summary way, hear the affidavits, proofs and allega- 
 tions of the parties, or otherwise inquire into the matters 
 or causes of complaint, and establish the election or 
 order a new election, or make such order and give such 
 relief as right and justice may require. 
 
 See I R. S. 603, § 5, 8th Ed., p. 1723; Birdseye's Ed,, p. 679 ; L. i8go, c. 563, 
 § 15. 
 
 Summary application by persons aggrieved. — This section is derived 
 from former statutes of the State, conferring upon the supreme court the 
 power to hear and determine, in a summary manner, upon aflidavit and 
 proofs, questions arising in reference to elections of corporations.' The 
 court has power to confirm the election, to order a new election, or to 
 make such disposition of the matter as justice requires. And the court 
 is not bound by the transfer book in determining who are stockholders.^ 
 The application, however, must be made by a party aggrieved.* 
 
 ' See Matter of Van Vechten, 9 Schoharie Valley R. Co., 12 Abb. N. 
 
 Week. Dig. 158. • S. 394 ; People v. Albany Hospital, 
 
 •' See Matter of Newcomb (Sup. Ct.), n Abb. Pr. N. S. 4. 
 
 42 St. Rep. 442; People ex rel. Putzel v. ^ Strong v. Smith, 15 Hun 222. 
 
 Simonson, 61 Hun 338; Matter of Svra- * Matter oi Application of Syracuse, 
 
 cuse, etc. R. Co., 91 N. Y. i; Matter of etc. R. Co., gi N. Y. i. 
 
 Pioneer Paper Co., 36 How. in ; A court o£ equity has no inherent 
 
124 GENERAL CORPORATION LAW. [§§ 28, 29 
 
 § 28. Stay of proceedings in actions collusively brought. 
 — If an action is brought against a corporation by the 
 procurement or default of its directors, or any of them, 
 to enforce any claim or obligation declared void by law, 
 or to which the corporation has a valid defense, and such 
 action is in the interest or for the benefit of any director, 
 and the corporation has by his connivance made default 
 in such action, or consented to the validity of such claim 
 or obligation, any member of the corporation may apply 
 to the supreme court, upon affidavit, setting forth the 
 facts, for a stay of proceedings in such action and on 
 proof of the facts in such further manner and upon such 
 notice as the court may direct, it may stay such proceed- 
 ings or set aside and vacate the same, or grant such other 
 relief as may seem proper, and which will not injuriously 
 affect an innocent party, who, without notice of such 
 wrongdoing and for a valuable consideration, has acquired 
 rights under such proceedings. 
 
 See L. T885, c. 489; L. iSgo, c. 563, § 16. 
 
 Stockholders may prevent defaults by directors. — The above section 
 gives to stockholders the right to obtain a stay of proceedings in an 
 action brought against the corporation by the procurement or default of 
 its directors, provided the claim or obligation is declared void by law or 
 the corporation has a valid defence to it. But such action must be in 
 the interest of or for the benefit of some director, and the corporation 
 must have made default by his connivance. In such a case the court has 
 power to stay proceedings or to vacate them, or to grant other just relief 
 which will not injure an innocent party.' 
 
 § 29. Quorum of directors and powers of majority. — The 
 affairs of every corporation shall be managed by its board 
 of directors, at least two of whom shall be residents of this 
 state. Unless otherwise provided by law a majority of 
 
 power to try questions of disputed title Co., 125 N. Y. 263 ; Thomas v. Mus. 
 
 to office, Ciancimino v. Man, 48 St. Pro. Union, 121 N. V. 45; Berford v. 
 
 Rep 697. N. Y. Iron Mine, 56 N. Y. Super. 236 ; 
 
 ' See Barr v. N. Y., L. E,, etc. R. Pierce v. Maye, 36 St. Rep. S29. 
 
§ 30] GENERAL CORPORATION LAW. 1 25 
 
 the board of directors of a corporation at a meeting duly- 
 assembled shall be necessary to constitute a quorum for 
 the transaction of business, and the act of a majority of 
 the directors present at a meeting at which a quorum is 
 present shall be the act of the board of directors. Sub- 
 ject to the by-laws, if any, adopted by the members of 
 a corporation, the directors may make necessary by-laws 
 of the corporation. 
 
 See R. S., Part I., ch. 18, title 3, §6, 8th Ed., p. 1724; Birdseye's Ed., p. 673; 
 L. 1890, c. 563, § 17. 
 
 Qualifications and powers of directors. — At least two directors of every 
 corporation must be residents of this State. Every director must be a 
 stocliholder to the extent of five shares.' The directors have the full 
 management and control of the affairs of the corporation, except as they 
 are limited by the corporation law and by the laws of particular corpora- 
 tions.* A majority of the board of directors at a meeting duly assem- 
 bled is necessary to constitute a quorum ' The by-laws may constitute 
 any number that is desired a quorum. The directors may adopt by-laws, 
 but these are subject to the by-laws made by the stockholders. 
 
 § 30. Directors as trustees in case of dissolution. — Upon 
 the dissolution of any corporation, its directors, unless 
 other persons shall be appointed by the legislature, or by 
 some court of competent jurisdiction, shall be the trus- 
 tees of its creditors, stockholders or members, and shall 
 have full power to settle its affairs, collect and pay out- 
 standing debts, and divide among the persons entitled 
 thereto the money and other property remaining after 
 payment of debts and necessary expenses. 
 
 Such trustees shall have authority to sue for and re- 
 
 ' See ante, p. 5. And as to the di- 341 ; East N. Y. R. Co. v. Lighthall, 
 
 rectors for the first year, see Davidson 6 Robt. 407 ; People v. Metropolitan 
 
 z). Westchester Gas Light Co., 99 N. R. Co., 26 Hun 82 ; Phillips v. Wick- 
 
 Y. 558 ; Welch v. Importers', etc. Nat. ham, i Paige 590 ; Conro v. Port Henry 
 
 Bank, 122 N. Y. 177. Iron Co., 12 Barb. 27 ; McCuUough v. 
 
 ' See, ante, p. 34, and Barr v. New Moss, 5 Den. 567. 
 
 York. etc. R. Co., 125 N. Y. 263 ; Bev- *See Hoyt v. Thompson, 19 N. Y. 
 
 eridge v. N. Y. El. R. Co., 112 N. Y. 207; Livingston v. Lynch, 4 Johns. 
 
 I ; Dabney v. Stevens, 40 How. Pr. Ch. 596. 
 
126 GENERAL CORPORATION LAW. [§ 31 
 
 cover the debts and property of the corporation, by their 
 name as such trustees, and shall jointly and severally be 
 personally liable to its creditors, stockholders or members, 
 to the extent of its property and effects that shall come 
 into their hands. 
 
 See R. S., Part I., c. i8, title 3, § 9, 8th Ed., p. 1724 ; Birdseye's Ed., p. 673 ; 
 L. i8go, c. 563, §§ 19, 20. 
 
 Dissolution by expiration of charter. — The above section provides 
 that in case no other persons are appointed by competent authority to 
 act as trustees of the corporation in case of dissolution, the directors 
 themselves shall be such trustees. This is an important provision when 
 the charter of a corporation expires and it is desired to close up the 
 affairs of the corporation.' Directors acting as such trustees are given 
 authority to sue for and recover the debts and property of the corpora- 
 tion, and they are made personally liable to its creditors and stockhold- 
 ers for the honest management of all its property that shall come into 
 their hands. Where the charter of a corporation expires no dissolution 
 by the court is necessary.' 
 
 § 31. Forfeiture for non-user.— ff any corporation, except 
 a railroad, turnpike, plank-road or bridge corporation, 
 shall not organize and commence the transaction of its 
 business or undertake the discharge of its corporate 
 duties within two years from the date of its incorpora- 
 tion, its corporate powers shall cease. 
 
 See R. S., Part I., c. i?, title 3, §7, 8th Ed., p. 1724 ; Birdseye's Ed., p. 673 ; 
 L. 1890, c. 563, § 21. 
 
 Dissolution because of failure to discharge corporate duties. — Al- 
 though a corporation may be duly incorporated, if it does not organize 
 and commence the transaction of its business, or to undertake the dis- 
 charge of its corporate duties within two years from the date of its in- 
 corporation, under tjje above section its corporate powers cease. An 
 
 ' See Central City Savings Bank v. 62 Hun 257 ; see Grafton v. Union 
 
 Walker, 66 N. Y. 424 ; Fuller v. Rowe, Ferry Co. (City Ct. Bklyn), 46 St. Rep. 
 
 57 N. Y. 23 ; Heath v. Barmore, 60 549, as to the effect of the expiration 
 
 N. Y. 302; Tinkhara v. Borst, 31 of a charter upon an action for injuries 
 
 Barb. 407 ; Owen v. Smith, 31 Barb, from negligence. 
 
 641 ; Lond. I. F. Co. v. Terbell, 48 N. ■'See Sturges v. Vanderbilt, 73 N. Y. 
 
 Y. 427 ; Hepworthz/. Union Ferry Co., 384 ; People v. Walker, 17 N. Y. 503. 
 
§ 30 GENERAL CORPORATION LAW. 12/ 
 
 action by the attorney-general is necessary, however, to dissolve the 
 corporation." 
 
 Voluntary dissolution.— The subject of voluntary dissolution by cor- 
 porations is one of much importance, and some more convenient method 
 of procedure should be adopted. It may be said generally, that when a 
 majority of the directors of a corporation find that the property and 
 assets of a corporation are not sufficient to meet its obligations, or to 
 afford reasonable security to those who deal with it, or if for any reason 
 they deem it beneficial to the interest of the stockholders that the cor- 
 poration shall be dissolved, they may obtain dissolution by petitioning 
 the court for a final order discontinuing the corporation." The subject 
 is now covered by the following provisions of the Code of Civil Pro- 
 cedure : 
 
 Petition by majority of directors/ etc. — If a majority of the 
 directors, trustees, or other officers, having the management of 
 the concerns of a corporation created by or under the laws of 
 the State, discover that the stock, effects, and other property 
 thereof are not sufficient to pay all just demands, for which it 
 is liable, or to afford a reasonable security to those who may 
 deal with it ; or if, for any reason, they deem it beneficial to the 
 interest of the stockholders, that the corporation should be 
 dissolved ; they may present a petition, to the supreme court, 
 or to a superior city court of the city where the principal office 
 of the corporation is located, praying for a final order dissolving 
 the corporation, as prescribed in this title. Code Civ. Pro. 
 
 § 2419- 
 
 Proceedings if equally divided ; exception. — If a corpora- 
 tion, created under a general statute of the State for the for- 
 mation of corporations, has an even number of trustees or 
 
 ' See People v. Ulster & D. R. Co., Simonds Soap Co. (Sup. Ct ), 41 St. 
 
 128 N. Y. 240 ; Matter of Brooklyn Rep. 355 ; Skinner v. Smith, 56 Hun 
 Elevated R. Co., 125 N. Y. 434 ; Peo- 437 ; In re David Jones Co., N. Y. 
 pie V. Broadway R. Co. of B'klyn, 126 L. J., Oct. 14, 1892 ; Matter of Santa 
 N. Y. 29; People v. O'Brien, in N. E., etc. Co., 21 St. Rep. 89; Cham- 
 Y. I ; Denike v. New York, etc. Co., berlain v. Rochester, etc. Co., 7 Hun 
 80 N. Y. 599 ; Moran v. Lydecker, 11 557 ; Matter of Westchester Iron Co., 
 Abb. N. C. 298. 15 How. Pr. 7; Matter of The Mart, 22 
 
 ' In re Home Provident, etc. Asso., Abb. N. C. 227 ; In re Dramatic Fund 
 
 129 N. Y. 288 ; In re Christian Jensen Asso., 5 Ry. & Corp. L. J. 295 ; Mat- 
 Co., 128 N. Y. 550; Matter of Im- ter of Schuyler etc. Co., 136 N. Y. 169. 
 porters' & Grocers' Exchange (Ct. ' See Birdseye's Revised Statutes, 
 App.), 43 St. Rep. 625 ; Matter of vol. i, p. 692. 
 
128 GENERAL CORPORATION LAW. f§ 3 1 
 
 directors, who are equally divided respecting the management 
 ot its affairs, and the entire stock of the corporation is, at that 
 time, owned by the trustees, or directors, or is so divided that 
 one-half thereof is owned or controlled by persons favoring the 
 course of one-half of the trustees or directors, and one-half by 
 persons favoring the course of the other half of them, the 
 trustees or directors, or one or more of them, may present a 
 petition as prescribed in the last section. But this section does 
 not apply to a savings bank, a trust company, a safe deposit 
 company, or a corporation formed to rent safes in burglar and 
 fireproof vaults, or for the construction or operation of a rail- 
 road, or for aiding in the construction thereof, or for carrying 
 on the business of banking or insurance, or intended to derive 
 a profit from the loan or use of money. § 2420. 
 
 Contents of petition and schedule. — The petition must 
 show that the case is one of those specified in the last two sec- 
 tions, and must state the reasons which induce the petitioner 
 or petitioners to desire the dissolution of the corporation. A 
 schedule must be annexed to the petition, containing the fol- 
 lowing matters, as far as the petitioner or petitioners know, or 
 have the means of knowing the same. 
 
 1. A full and true account of all the creditors of the corpora- 
 tion, and of all unsatisfied engagements entered into by, and 
 subsisting against, the corporation. 
 
 2. A statement of the name and place of residence of each 
 creditor, and of each person with whom such an engagement 
 was made, and to whom it is to be performed, if known ; or, if 
 either is not known, a statement of that fact. 
 
 3. A statement of the sum owing to each creditor, or other 
 person specified in the last subdivision, and the nature of each 
 debt, demand, or jpther engagement. 
 
 4. A statement of the true cause and consideration of the 
 indebtedness to each creditor. 
 
 5. A full, just, and true inventory of all the property of the 
 corporation, and of all the books, vouchers, and securities, relat- 
 ing thereto. 
 
 6. A statement of each incumbrance upon the property of 
 the corporation, by judgment, mortgage, pledge, or otherwise. 
 
§ 30 GENERAL CORPORATION LAW. I2Q 
 
 7. A full, just, and true account of the capital stock of the 
 corporation, specifying the name of each stockholder ; his resi- 
 dence, if it is known, or if it is not known, stating that fact ; 
 the number of shares belonging to him ; the amount paid in 
 upon his share ; and the amount still due thereupon. §2421. 
 
 Verification of same.— An affidavit, made by each of the pe- 
 titioners, to the effect that the matters of fact, stated in the pe- 
 tition and the schedule, are just and true, so far as the affiant 
 knows or has the means of knowing the same, must be annexed 
 to the petition and schedule. § 2422. 
 
 Where presented ; order to show cause ; temporary re- 
 ceiver and injunction. — Where the petition is addressed to the 
 supreme court, the papers must be presented at a term of that 
 court, held within the judicial district, embracing the county 
 wherein the principal office of the corporation is located. In a 
 case specified in section two thousand four hundred and twenty 
 of this act, the court may, in its discretion, entertain or dismiss 
 the application. Where it entertains the application, or where 
 the case is one of those specified in section two thousand four 
 hundred and nineteen of this act, the court must make an or- 
 der, requiring all persons interested in the corporation to show 
 cause before it, or before a referee designated in the order, at a 
 time and place therein specified, not less than three months 
 after the granting of the order, why the corporation should not 
 be dissolved. The order must be entered, and the papers must 
 be filed, within ten days after the order is made, with the clerk 
 of the court, or, in the supreme court, with the clerk of the 
 county where the principal office of the corporation is located. 
 If it shall be made to appear to the satisfaction of the court 
 that the corporation is insolvent, the court may at any stage of 
 the proceeding before final order, on motion of the petitioners 
 on notice to the Attorney-General, or on motion of the Attor- 
 ney-General on notice to the corporation, appoint a temporary 
 receiver of the property of the corporation, which receiver shall 
 have all the powers and be subject to all the duties that are de- 
 fined as belonging to temporary receivers appointed in an ac- 
 tion, in section one thousand seven hundred and eighty-eight 
 
 9 
 
130 GENERAL CORPORATION LAW. [§ ^l 
 
 of this act. The court may also in its discretion, at any stage 
 in the proceeding after such appointment upon like motion and 
 notice confer upon such temporary receiver the powers and au- 
 thority, and subject him to the duties and liabilities of a per- 
 manent receiver, or as much thereof as it thinks proper, except 
 that he shall not make any final distribution among the credit- 
 ors and stockholders, before final order in the proceedings, un- 
 less he is specially directed so to do by the court. If such re- 
 ceiver be appointed, the court may in its discretion, on like mo- 
 tion and notice, with or without security, at any stage of the 
 proceeding before final order, grant an injunction, restraining 
 the creditors of the corporation from bringing any action 
 against the said corporation for the recovery of a sum of 
 money, or from taking any further proceedings in such an 
 action theretofore commenced. Such injunction shall have the 
 same effect and be subject to the same provisions of law as if 
 each creditor upon whom it be served was named therein. 
 §2423, as am'd L. 1889, c. 314. 
 
 Publication of order. — A copy of the order must be pub- 
 lished, as prescribed therein, at least once in each of'the three 
 weeks immediately preceding the time fixed therein for show- 
 ing cause, in the newspaper printed at Albany, in which legal 
 notices are required to be published ; and also in one or more 
 newspapers, specified in the order, published in the city or 
 county wherein the order is entered. §2424. 
 
 Service of same. — A copy of the order must also be served 
 upon each of the persons, specified in the schedule as a creditor 
 or stockholder of the corporation, or as a person to whom an 
 engagement of the corporation is to be performed, other than 
 a person whose residence is stated to be unknown, or to be 
 without the United States. The service must be made, either 
 personally, at least twenty days before the time appointed for 
 the hearing ; or by depositing a copy of the order, at least forty 
 days before the time so appointed, in the post-ofifice, inclosed in 
 a post-paid wrapper, addressed to the person to be served, at 
 his residence, as stated in the schedule. §2425. 
 
 Hearing and decision. — At the time and place specified in 
 the order, or at the time and place to which the hearing is ad- 
 
^30 GENERAL CORPORATION LAW. 13I 
 
 journed, the court, or the referee must hear the allegations and 
 proofs of the parties, and determine the facts. If a referee was 
 not designated in the order to show cause, the court may, in 
 its discretion, appoint a referee when or after the order is re- 
 turnable. The decision of the court, or the report of the ref- 
 eree, must be in writing, and must be made and filed with all 
 convenient speed. It must contain a statement of the effects, 
 credits, and other property, and of the debts and other engage- 
 ments, of the corporation, and of all other matters, pertaining 
 to its affairs. § 2426. 
 
 Orig^inal papers used in hearing. — The court or the referee 
 is entitled -to use, upon the hearing, the original petition and 
 the schedules annexed thereto ; and the clerk must transmit 
 them accordingly, upon the written order of the judge, or of 
 the referee. In that case, they must be returned with the de- 
 cision or report. § 2427. 
 
 Notice of motion for final order. — Where the hearing is be- 
 fore a referee a motion for a final order must be made to the 
 court, upon notice to each person who has made himself a party 
 to the proceedings, by filing with the clerk, before the close of 
 the hearing, a notice of his appearance, in person or by attor- 
 ney, specifying a post-office within the State, where such a no- 
 tice may be served. The notice may be served as prescribed in 
 this act, for the service of a paper upon an attorney in an ac- 
 tion. Where the hearing was before the court, a motion for a 
 final order may be made immediately, or at such a time and 
 upon such a notice, as the court prescribes. § 2428. 
 
 Final order ; receiver. — Upon an application for a final 
 order, if it appears to the court, in a case specified in section 
 2419 of this act, that the corporation is insolvent, or, in a case 
 specified either in that section, or in section 2420 of this act, 
 that, for any reason, a dissolution of the corporation will be 
 beneficial to the interests of the stockholders, and not injurious 
 to the pubhc interests, the court must make a final order, dis- 
 solving the corporation, and appointing one or more receivers 
 of its property. Upon the entry of the order, the corporation 
 is dissolved. The court may, in its discretion, appoint a di- 
 
132 GENERAL CORPORATION LAW. [§ 3 1 
 
 rector, trustee, or other officer or a stockholder of the corpora- 
 tion, a receiver of its property. § 2429. 
 
 Judgments, sales, etc., after filing petition, when void. — A 
 sale, assignment, mortgage, conveyance,' or other transfer, of 
 any property of a corporation, made after the filing of a peti- 
 tion as prescribed in this title, in payment of, or as security for, 
 an existing or prior debt, or for any other consideration ; or a 
 judgment thereafter rendered against the corporation by con- 
 fession, or upon the acceptance of an offer, is absolutely void, 
 as against the receiver appointed in the special proceeding, and 
 as against the creditors of the corporation. § 2430. 
 
 Certain corporations excepted. — This title does not apply 
 to an incorporated library society, to a religious corporation, or 
 to a select school or academy incorporated by the regents of 
 the university, or by the legislature, or to a municipal or other 
 political corporation. In the case of corporations aiifected by 
 the provisions of this title and not having stockholders, it shall 
 be sufficient for the purpose of this title to notify, name and 
 refer to the "members" of such corporations instead of 
 "stockholders" as herein provided. §2431, as am'd L. 1884, c. 
 
 406. 
 
 (For form, see post, Forms, XXV.) 
 
 Involuntary dissolution. — The causes which justify the involuntary 
 dissolution ' of a corporation are specified in the following provisions of 
 the Code of Civil Procedure : 
 
 Action to dissolve a corporation." — In either of the fol- 
 lowing cases, an action to procure a judgment dissolving 
 a corporation, created by or under the laws of the State, and 
 
 ■ Consult People v. Ballard, 134 N. Feb. 14, 1893 ; Pittsburg Carbon Co. v. 
 Y. 269; Decker v. Gardner, 124 N. Y. McMillin, rig N. Y. 46 ; People v. Hy- 
 334 ; Thomas v. Musical Mu. Pro. drostatic Paper Co., 88 N. Y. 623 ; 
 Union, 121 N. Y. 45 ; People v. Veeder v. Judson, 91 N. Y. 374 ; Mat- 
 O'Brien, III N. Y. i; Matter of Stone- ter of Woven Tape Skirt Co., 85 N. Y. 
 bridge, 37 St. Rep. 617 ; People v. 506; Woodward v. Holland Medicine 
 Equity Gas Light Co., 32 St. Rep. 1128; Co., 39 St. Rep. 411. 
 People V. Remington & Sons, 54 Hun ' See Birdseye's Revised Statutes, 
 480 : Glines v. Binghamton Trust Co. vol. i, p. 686 et seq. 
 (Sup. Ct., Patterson, J.), N. Y. L. J., 
 
§ 3l] GENERAL CORPORATION LAW. 1 33 
 
 forfeiting its corporate rights, privileges, and franchises, may be 
 maintained, as prescribed in the next section : 
 
 1. Where the corporation has remained insolvent for at least 
 one year. 
 
 2. Where it has neglected or refused, for at least one year, to 
 pay and discharge its notes or other evidences of debt. 
 
 3. Where it has suspended its ordinary and lawful business 
 for at least one year. 
 
 4. If it has banking powers, or power to make loans on 
 pledges or deposits, or to make insurances, where it becomes 
 insolvent or unable to pay its debts, or has violated any pro- 
 vision of the act, by or under which it was incorporated, or of 
 any other act binding upon it. Code of Civ. Pro. § 1785. 
 
 By whom to be brought. — An action specified in the last 
 section may be maintained by the attorney-general in the name 
 and in behalf of the people. And whenever a creditor or stock- 
 holder of any corporation submits to the attorney-general a 
 written statement of facts, verified by oath, showing grounds 
 for an action under the provisions of the last section, and the 
 attorney-general omits, for sixty days after this submission, to 
 commence an action specified in the last section, then and not 
 otherwise, such creditor or stockholder may apply to the proper 
 court for leave to commence such an action, and on obtaining 
 leave may maintain the same accordingly. § 1 786, am'd L. x88o, 
 c. 301. 
 
 Temporary injunction. — In an action, brought as prescribed 
 in this article, the court may, upon proof of the facts author- 
 izing the action to be maintained, grant an injunction order, 
 restraining the corporation, and its trustees, directors, man- 
 agers, and other officers from collecting or receiving any debt 
 or demand, and from paying out, or in any way transferring or 
 delivering, to any person, any money, property, or effects of the 
 corporation, during the pendency of the action ; except by ex- 
 press permission of the court. Where the action is brought to 
 procure the dissolution of the corporation, the injunction may 
 also restrain the corporation, and its trustees, directors, man- 
 agers, and other officers, from exercising any of its corporate 
 rights, privileges, or franchises, during the pendency of the 
 
134 GENERAL CORPORATION LAW. [§ 3 1 
 
 action ; except by express permission of the court. The pro- 
 visions of title second of chapter seventh of this act, relating to 
 the granting, vacating or modifying of an injunction order, 
 apply to an injunction order, granted as prescribed in this 
 section ; except that it can be granteci only by the court. 
 § 1787- 
 
 Receiver ; powers, etc. — In such an action, the court may 
 also, at any stage thereof, appoint one or more receivers of the 
 property of the corporation. A receiver, so appointed, before 
 final judgment, is a 'temporary receiver until final judgment 
 is entered. A temporary receiver has power to collect and 
 receive the debts, demands, and other property of the 
 corporation ; to preserve the property, and the proceeds of 
 the debts and demands collected ; to sell or otherwise dis- 
 pose of the property as directed by the court ; to collect, 
 receive and preserve the proceeds thereof ; and to main- 
 tain any action or special proceeding, for either of those pur-^ 
 poses. He must qualify as prescribed by law for the qualifica- 
 tion of a permanent receiver. Unless additional powers are 
 specially conferred upon him, as prescribed in the next section, 
 a temporary receiver has only the powers specified in this sec- 
 tion, and those which are incidental to the exercise thereof. A 
 receiver appointed by or pursuant to a final judgment in the 
 action, or a temporary receiver who is continued by the final 
 judgment, is a permanent receiver, and has all the powers and 
 authority conferred, and is subject to all the duties and lia- 
 bilities imposed upon a receiver appointed upon the voluntary 
 dissolution of a corporation. § 1788, am'd L. 1882, c. 399. 
 
 Additional powers, etc., may be given to temporary 
 receiver. — A temporary receiver, appointed as prescribed in 
 the last section, is, in all respects, subject to the control 
 of the court. In addition to the powers conferred upon 
 him, by the provisions of the last section, the court may, by 
 the order or interlocutory judgment appointing him, or by an 
 order subsequently made in the action, or by the final judg- 
 ment, confer upon him the powers and authority, and subject 
 him to the duties and liabilities, of a permanent receiver, or so 
 much thereof as it thinks proper; except that he shall not 
 
§ 3l] GENERAL CORPORATION LAW. I35 
 
 make any distribution among the creditors or stockholders,' be- 
 fore final judgment, unless he is specially directed so to do by 
 the court. §1789. 
 
 Making stockholders, etc., parties.— Where the action is 
 brought by a creditor of a corporation, and the stockholders, 
 directors, trustees, or other ofificers, or any of them, are made 
 liable by law, in any event or contingency, for the payment of 
 his debt, the persons, so made liable, may be made parties de- 
 fendant, by the original or by a supplemental complaint ; and 
 their liability may be declared and enforced by the judgment 
 in the action. § 1790. 
 
 Separate action against same.— Where the stockholders, 
 directors, trustees, or other ofificers of a corporation, who are 
 made liable, in any event or contingency, for the payment of a 
 debt, are not made parties defendant, as prescribed in the last 
 section, the plaintiff in the action may maintain a separate 
 action against them, to procure a judgment, declaring, appor- 
 tioning and enforcing their liability. § 1791. 
 
 Determining liability of same. — In an action, brought as pre- 
 scribed in either of the last two sections, the court must, when 
 it is necessary, cause an account to be taken of the property 
 and of the debts of the corporation, and thereupon the defend- 
 ant's liability must be apportioned accordingly; but, if it af- 
 firmatively appears, that the corporation is insolvent, and has 
 no property to satisfy its creditors, the court may, without 
 taking such an account, ascertain and determine the amount of 
 each defendant's liability, and enforce the same accordingly. 
 § 1792- 
 
 Final judgment; distribution of corporate property. — A 
 final judgment in an action, brought against a corporation, as 
 prescribed in this article, either separately or in conjunction 
 with its stockholders, directors, trustees, or other officers, must 
 provide for a just and fair distribution of the property of the 
 corporation, and of the proceeds thereof, among its fair and 
 honest creditors, in the order and in the proportions prescribed 
 by law, in case of the voluntary dissolution of a corporation. 
 § 1793- 
 
136 GENERAL CORPORATION LAW. [§ 3 1 
 
 Unpaid stock subscriptions to be paid into court. — Where 
 the stockholders of the corporation are parties to the action, if 
 the property of the corporation is not sufficient to discharge its 
 debts, the interlocutory or final judgment, as the case requires, 
 must adjudge that each stockholder pay into court the amount 
 due and remaining unpaid, on the shares of stock held by him, 
 or so much thereof as is necessary to satisfy the debts of the 
 corporation. § 1794. 
 
 Enforcing liability of directors and stockholders. — If it ap- 
 pears, that the property of the corporation, and the sums col- 
 lected or collectible from the stockholders, upon their stock sub- 
 scriptions, are or will be insufficient to pay the debts of the cor- 
 poration, the court must ascertain the several sums, for which 
 the directors, trustees, or other officers, or the stockholders of 
 the corporation, being parties to the action, are liable ; and must 
 adjudge that the same be paid into court, to be applied, in such 
 proportions and in such order as justice requires, to the pay- 
 ment of the debts of the corporation. § 1795. 
 
 Special provisions not affected. — This article does not repeal 
 or affect any special provision of law, prescribing that a par- 
 ticular kind of corporation shall cease to exist, or shall be dis- 
 solved, in a case or in a manner, not prescribed in this article ; 
 or any special provision of law, prescribing the mode of en- 
 forcing the liability of the stockholders of a particular kind of 
 corporation. § 1796. 
 
 Action by direction of legislature.— The attorney-general, 
 whenever he is so directed by the legislature, must bring an 
 action against a corporation created by or under the laws of the 
 State, to procure a judgment, vacating or annulling the act of 
 incorporation, or any act renewing the corporation, or continu- 
 ing its corporate existence, upon the ground that the act was 
 procured upon a fraudulent suggestion, or the concealment of a 
 material fact, made by or with the knowledge and consent of 
 any of the persons incorporated. § 1797. 
 
 Action by leave of court.— Upon leave being granted, as pre- 
 scribed in the next section, the attorney-general may bring an 
 action against a corporation created by or under the laws of the 
 
§ 3^] GENERAL CORPORATION LAW, I37 
 
 State, to procure a judgment, vacating thecharter or annulling the 
 existence of the corporation, upon the ground that it has, either 
 
 1. Offended against any provision of an act, by or under 
 which it was created, altered or renewed, or an act amending 
 the same, and applicable to the corporation ; or, 
 
 2. Violated any provision of law, whereby it has forfeited its 
 charter, or become hable to be dissolved by the abuse of its 
 powers ; or, 
 
 3. Forfeited its privileges or franchises, by a failure to exer- 
 cise its powers ; or, 
 
 4. Done or omitted any act, which amounts to a surrender 
 of its corporate rights, privileges, and franchises ; or, 
 
 5. Exercised a privilege or franchise, not conferred upon it 
 by law. § 1798. 
 
 Notice to corporation. — Before granting leave, the court 
 may, in its discretion, require such previous notice of the 
 application as it thinks proper, to be given to the corporation, 
 or any officer thereof, and may hear the corporation in oppo- 
 sition thereto. § 1799. 
 
 To be tried by jury. — An action, brought as prescribed in 
 this article, is triable, of course and of right, by a jury, as if it 
 was an action specified in section 968 of this act, and without 
 procuring an order, as prescribed in section 970 of this act. 
 § 1800. 
 
 Final judgment. — Where any of the matters specified in sec- 
 tion 1797 or section 1798 of this act, are established in an action, 
 brought as prescribed in either of those sections, the court may 
 render final judgment that the corporation, and each officer 
 thereof, be perpetually enjoined from exercising any of its cor- 
 porate rights, privileges, and franchises; and that it be dis. 
 solved. The judgment must also provide for the appointment 
 of a receiver, the taking of an account, and the distribution of 
 the property of the corporation, among its creditors and stock- 
 holders, as where a corporation is dissolved upon its voluntary 
 application, as prescribed in chapter seventeenth of this act. 
 § i8or. 
 
 Temporary injunction. — In an action, brought as prescribed 
 in this article, an injunction order may be granted, at any stage 
 
138 GENERAL CORPORATION LAW. [§ 3^ 
 
 of the action, restraining the corporation, and any or all of its 
 directors, trustees, and other officers, from exercising any of its 
 corporate rights, privileges, or franchises ; or from exercising 
 certain of its corporate rights, privileges, or franchises, speci- 
 fied in the injunction order ; or from exercising any franchise, 
 liberty, or privilege, or transacting any business not allowed by 
 law. Such an injunction is deemed one of those specified in 
 section 603 of this act, and all the provisions of title second of 
 chapter seventh of this act, applicable to an injunction specified 
 in that section, apply to an injunction granted as prescribed in 
 this section, except that it can be granted only by the court. 
 § 1802. 
 
 Filing judgment-roll ; publication. —Where final judgment 
 is rendered against a corporation, in an action, brought as pre- 
 scribed in this article, the attorney-general must cause a copy 
 of the judgment-roll to be forthwith filed in the office of the 
 secretary of state ; who must cause a notice of the substance 
 and effect of the judgment, to be published, for four weeks, in 
 the newspaper printed at Albany, in which legal notices are 
 required to be published, and also in a newspaper printed in the 
 county, wherein the principal place of business of the corpora- 
 tion was located. § 1803. 
 
 Certain corporations excepted. — Articles second, third and 
 fourth of this title do not apply to an incorporated library 
 society ; to a religious corporation ; to a select school or 
 academy incorporated by the regents of the university, or by 
 an act of the legislature ; or to a municipal or other political 
 corporation, created by the constitution, or by or under the 
 laws of the State. § 1804. 
 
 Stockholders, etc., not excused from testifying — In an 
 action, brought as prescribed in articles second, third, or fourth 
 of this title, a sto Aholder, officer, alienee, or agent of a corpora- 
 tion, is not excused from answering a question, relating to the 
 management of the corporation, or the transfer or disposition 
 of its property, on the ground that his answer may expose the 
 corporation to a forfeiture of any of its corporate rights, or will 
 tend to convict him of a criminal offence, or to subject him to 
 a penalty or forfeiture. But his testimony shall not be used as 
 
§ 3'] GENERAL CORPORATION LAW. 1 39 
 
 evidence against him, in a criminal action or special proceeding. 
 § 1805. 
 
 Injunctions staying actions by creditors. — In such an action, 
 the court may, in its discretion, on the application of either 
 party, at any stage of the action, before or after final judgment, 
 and with or without security, grant an injunction order, restrain- 
 ing the creditors of the corporation from bringing actions 
 against the defendants, or any of them, for the recovery of a 
 sum of money, or from taking any further proceedings in such 
 actions, theretofore commenced. Such an injunction has the 
 same effect, and except as otherwise expressly prescribed in 
 this section, is subject to the same provisions of law, as if each 
 creditor, upon whom it is served, was named therein, and was a 
 party to the action in which it is granted. § 1806. 
 
 Making creditors parties. — In such an action the court 
 may, at any stage of the action, before or after final judgment, 
 make an order requiring all the creditors of the corporation to 
 exhibit and prove their claims, and thereby make themselves 
 parties to the action, in such a manner and in such a reasonable 
 time, not less than six months from the first publication of 
 notice of the order as the court directs ; and that the creditors 
 who make default in so doing shall be precluded from all benefit 
 of the judgment and from any distribution which may be made 
 thereunder, except as hereinafter provided. Notice of the 
 order must be given, by publication, in such newspapers and for 
 such a length of time as the court directs. Notwithstanding 
 such order any such creditor who shall exhibit and prove his 
 claim in the manner directed thereby, with proof, by affidavit 
 or otherwise, that he has had no notice or knowledge thereof in 
 time to comply therewith, any time before an order is made 
 directing a final distribution of the assets of such corporation, 
 shall be entitled to have his claim received, and shall have the 
 same rights and benefits thereon, so far as the assets of such 
 corporation then remaining undistributed may render possible, 
 as if his ckim had been exhibited and proved within the time 
 limited by such order. § 1807, am'd L. 1886, c. 372. 
 
 When attorney-general must bring action or apply for leave. 
 — Where the attorney-general has good reason to believe, that 
 
140 GENERAL CORPORATION LAW. [§ 3 1 
 
 an action can be maintained in behalf of the people of the State, 
 as prescribed in article second, third, or fourth of this title, ex- 
 cept section 1797 of this act, he must bring an action accord- 
 ingly, or apply to a competent court for leave to bring an action- 
 as the case requires ; if, in his opinion, the public interests re- 
 quire that an action should be brought. In a case where the 
 action can be brought only by the attorney-general in behalf of 
 the people, if a creditor, stockholder, director, or trustee of the 
 corporation, applies to the attorney-general for that purpose, 
 and furnishes the security required by law, the attorney-general 
 must bring the action, or apply for leave to bring it, if he has 
 good reason to believe that it can be maintained. Where 
 such an application is made, section 1986 of this act applies 
 thereto, and to the action brought in pursuance thereof. 
 § 1808. 
 
 Injunctions, how granted. — An injunction order, suspend- 
 ing the general and ordinary business of a corporation, or 
 of a joint-stock association, consisting of seven or more 
 persons, or suspending from office, or restraining from the 
 performance of his duties, a trustee, director, or other officer 
 thereof, can be granted only by the court, upon notice of 
 the application therefor, to the proper officer of the cor- 
 poration or association, or to the trustee, director, or other 
 officer enjoined. If such an injunction order is made, other- 
 wise than as prescribed in this section, it is void. § 1809. 
 
 Receiver, when and how appointed. — A receiver of the 
 property of a corporation can be appointed only by the court, 
 and in one of the following cases : 
 
 1. An action, brought as prescribed in article second, third, 
 or fourth of this title. 
 
 2. An action brought for the foreclosure of a mortgage upon 
 the property, of v*ich the receiver is appointed, where the 
 mortgage debt, or the interest thereupon, has remained unpaid 
 at least thirty days after it was payable, and after payment 
 thereof was duly demanded of the proper officer of the cor- 
 poration ; and where either the income of the property is spe- 
 cifically mortgaged, or the property itself is probably insuffi- 
 cient to pay the mortgage debt. 
 
§3'] GENERAL CORPORATION LAW. I4I 
 
 . 3. An action brought by the attorney-general, or by a stock- 
 holder, to preserve the assets of a corporation, having no officer 
 empowered to hold the same. 
 
 4. A special proceeding for the voluntary dissolution of a 
 corporation. 
 
 Where the receiver is appointed in an action, otherwise than 
 by or pursuant to a final judgment, notice of the application 
 for his appointment, must be given to the proper officer of the 
 corporation. § 1810. 
 
 Suspension or removal of officers. — A trustee, director, 
 or other officer of a corporation shall not be suspended or re- 
 moved from office, by a court or judge, otherwise than by the 
 final judgment of a competent court, in an action brought 
 by the attorney-general, as prescribed in section 1781 of this 
 act. § 181 1. 
 
 Application of last three sections. — The last three sections 
 apply to an action or special proceeding, against a corpora- 
 tion, or joint-stock association, created by or under the laws of 
 the State, or a trustee, director, or other officer thereof; or 
 against a corporation, or joint-stock association, created by 
 or under the laws of another state, government, or country, or 
 a trustee, director, or other officer thereof, where the corpora- 
 tion or association does business within the State, or has, 
 within the State, a business agency or a fiscal agency, or an 
 agency for the transfer of its stock. § 18 12. 
 
 Misnomer, etc., of co-defendant. — Where an action, au- 
 thorized by a law of the State, is brought against one or 
 more persons, as stockholders of a corporation or joint-stock 
 association, an objection to any of the proceedings cannot 
 be taken, by a person properly made a defendant in the 
 action, on the ground that the plaintiff has joined with him, 
 as a defendant in the action, a person, whose name appears 
 on the stock-books of the corporation or association, as a 
 stockholder thereof, by the name so appearing; but who is 
 misnamed, or dead, or is not liable for any cause. In such 
 a case, the court may, at any time before final judgment, 
 upon motion of either party, amend the pleadings and other 
 papers without prejudice to the previous proceedings, by sub- 
 
142 
 
 GENERAL CORPORATION LAW. 
 
 [§31 
 
 stituting the true name of the person intended, or by striking 
 out the name of the person who is dead, or not liable, and, in a 
 proper case, inserting the name of his representative or suc- 
 cessor. § 181 3. 
 
 For the Statutes applicable to Receivers of Corporations, see post, Appendix. 
 
 Dissolution by legislative enactment. — A corporation may also be 
 dissolved by a vote of the legislature.' When it is so dissolved, the 
 affairs of the corporation are to be managed and wound up in accordance 
 with the laws of 1886, chap. 310. •' 
 
 ' See Sturges v. Vanderbilt, 73 N. Y. 
 384 ; People v. Walker, 17 N. Y. 503. 
 
 ^ Dissolution of corporation by leg- 
 islature ; attorney-general to bring 
 suit. — Whenever any corporation or- 
 ganized under the laws of this State 
 shall be annulled and dissolved by an 
 act of the Legislature, it shall be the 
 duty of the attorney-general immedi- 
 ately thereafter to bring a suit to wind 
 up and finally settle and adjust the 
 affairs of such annulled and dissolved 
 corporation. L. 1886, c. 310, § i. See 
 Birdseye's Revised Statutes, vol. i, p. 
 702. 
 
 Hov7 suit to be brought ; defend- 
 ants ; service of papers. — Such suit 
 shall be brought in the supreme court 
 in the name of the people of the State, 
 in any county which the attorney- 
 general may select. The president, or 
 vice-president, or secretary, or treas- 
 urer of such dissolved corporation, 
 who may have been in office at the 
 time of the dissolution thereof, shall 
 be named, as such officer, as defend- 
 ant in such suit, and Uie summons and 
 complaint therein shall be served upon 
 him. If, at the time of such annulment 
 and dissolution, there shall not be one 
 of the above designated officers of such 
 corporation, then such suit shall be 
 brought against and the summons and 
 complaint therein served upon any one 
 of the persons who were last acting as 
 directors of such corporation. Id. § 2. 
 
 Appointment of receiver ; bond ; 
 disqualification. — It shall be the duty 
 of the special term of the supreme court 
 in the county designated in such sum- 
 mons and complaint, or of any judge of 
 said court who resides in the judicial 
 department in which such county is 
 situated, upon the presentation of a 
 certified copy of the act of the Legis- 
 lature annulling and dissolving a cor- 
 poration, and of the summons and com- 
 plaint founded thereon, immediately to 
 appoint a receiver of the assets and 
 property of such dissolved corporation; 
 and the person so appointed shall be 
 both the temporary and permanent 
 receiver thereof, and shall give a bond 
 with sureties to be approved by said 
 court or such judge thereof, to the 
 people of the State in the penalty of 
 not less than ten thousand dollars, 
 conditioned for the faithful discharge 
 of his duties as such receiver, and for 
 his due accounting for, and paying 
 over all moneys and property which 
 may come to his hands as such receiver. 
 No one of the officers, directors or 
 stockholders of such corporation shall 
 be appointed such receiver thereof. 
 Id. § 3. 
 
 Inventory. — Such receiver shall, im- 
 mediately after his appointment and 
 the approval of his bond, cause an in- 
 ventory of all the property of such dis- 
 solved corporation to be taken and 
 filed in the office of the clerk of the 
 
§32] 
 
 GENERAL CORPORATION LAW. 
 
 143 
 
 § 32. Extension of corporate existence. — Any domestic 
 corporation at any time within three years before the ex- 
 piration thereof, may extend the term of its existence be- 
 yond the time specified in its original certificate of in- 
 
 county in which such action is pend- 
 ing, and for the purpose of ascertain- 
 ing the nature, extent and location of 
 such property, the said receiver shall 
 have power to compel the attendance 
 of witnesses, as hereinafter provided, 
 and all evidence taken by or before said 
 receiver in relation to such property 
 shall be filed by him in the office of 
 such county clerk. Id. § 4. 
 
 Notice to creditors ; examining 
 claims ; list of claims ; examination 
 of same by court. — The said receiver 
 shall immediately after his appoint- 
 ment publish in two newspapers to be 
 designated by said court, or such Judge 
 thereof, daily for one week, and for 
 such longer time, not exceeding one 
 month, as the said court or such judge 
 thereof may by order designate, a 
 notice to all creditors of such dissolved 
 corporation to present their claims and 
 demands against, and all evidences of 
 indebtedness of, such dissolved cor- 
 poration, to such receiver at a time and 
 place to be designated in such notice. 
 Such receiver is hereby authorized to 
 examine on oath any of such creditors, 
 or claimants, or other witnesses, as to 
 any and all matters pertaining to any 
 claim or demand or evidence of in- 
 debtedness so presented. At the ex- 
 piration of ten days from the date 
 specified in such notice, or within such 
 further time as may be allowed by said 
 court or such judge thereof, the said 
 receiver shall make a list of all the 
 claims presented to or proved before 
 hihi, in which list he shall specify the 
 amount, origin and true consideration 
 of each claim so presented to or proved 
 before him, and the name of the person 
 in whose behalf the same is presented 
 
 or proved, and the date when such 
 claimant became the true owner there- 
 of. Such list when so completed shall 
 be verified by such receiver, and shall 
 thereupon be filed, together with such 
 evidence as may have been taken by 
 him, in the office of the said county 
 clerk. The said receiver shall, im- 
 mediately after such filing, publish a 
 notice daily for fourteen days in two 
 newspapers to be designated by said 
 court, or such judge thereof, stating 
 that such list will be presented to such 
 court, or to a judge thereof, residing in 
 such county, on a day and at a place 
 to be designated in such notice, and 
 the said court or such judge thereof will 
 then and there be asked for an order 
 directing the sale at public auction of 
 all the property specified in such in- 
 ventory. Any creditor or stockholder 
 may appear and be heard at such time 
 and place. It shall be the duty of said 
 court, or of such judge thereof to whom 
 such list shall be presented, to examine 
 the same together with such evidence 
 as the receiver shall have taken, and 
 to reject all claims, demands and evi- 
 dences of indebtedness which were not 
 legally incurred or created by said cor- 
 poration, or which were in excess of its 
 powers, or which are for any reason 
 shown to be illegal; and no claim or 
 demand shall be allowed for any greater 
 amount than the money value of the 
 consideration therefor, unless the said 
 court or judge shall find and decide 
 from the evidence taken by and before 
 the receiver, that the person professing 
 to own such claim does in truth own 
 the same by reason of having taken a 
 negotiable instrument or paper before 
 the act dissolving and annulling the 
 
144 
 
 GENERAL CORPORATION LAW. 
 
 [§32 
 
 corporation, or by law, or in any certificate of extension 
 of corporate existence, by the consent of the stockhold- 
 ers owning two-thirds in amount of its capital stock, 
 if not a stock corporation, by the consent of two-thirds 
 
 corporation alleged to be bound by such 
 instrument or paper, and also before 
 such instrument or paper was by its 
 terms due, and that the same was taken 
 for value paid and parted with in good 
 faith before said act of dissolution and 
 without knowledge or notice of any 
 defect, want or deficiency of previous 
 consideration, or other equity, offset, or 
 defense originally attaching to such in- 
 strument or paper, or to the claim or de- 
 mand upon which the same are founded. 
 Such examination and rejection shall 
 be made by such court or such judge 
 thereof, and not by any referee. Id. § 5. 
 Claims, when barred ; rejected 
 claims ; appeals ; order for sale and 
 proceedings thereupon ; commis- 
 sions, etc. ; distribution. — All credit- 
 ors whose claims shall not have been 
 presented as above provided shall be 
 debarred from participating in the 
 avails of the sale of the property de- 
 scribed in said inventory. Any credit- 
 or whose claim may have been rejected, 
 and who shall have appealed, may ap- 
 ply to said court or such judge thereof 
 for an order that a pro rata amount of 
 the avails of such sale which would 
 have appertained to the claim of such 
 creditor, had not the same been re- 
 jected, may be retained in court to 
 abide the result of his appeal, and said 
 court, or such judg#thereof, shall have 
 discretion to grant the same. Any 
 claimant feeling aggrieved by such 
 rejection may appeal therefrom to the 
 general term and to the Court of Ap- 
 peals, in the manner now provided by 
 law for such appeals from orders in 
 civil actions, but neither of such ap- 
 peals shall stay the proceedings of such 
 receiver, or court, or judge thereof, or 
 
 a sale of such property as herein pro- 
 vided for. The amount of all claims 
 and demands so rejected by said court 
 or such judge shall be deducted from 
 the total amount of claims and de- 
 mands so filed by the said receiver, 
 and an entry of such rejections shall 
 be made upon said list by said court or 
 such judge, and thereupon the said 
 court or such judge shall by order, re- 
 citing the proceedings direct the im- 
 mediate sale by said receiver, at pub- 
 lic auction, at a time and place and in 
 the manner, and after such notice as 
 may be provided in said order, of all 
 the property in said inventory specified, 
 to such person, firm or corporation as 
 shall bid the highest sum or amount 
 therefor. The receiver shall report to 
 said court or such judge thereof, the 
 name of the highest bidder, the amount 
 bid, and thereupon said court or such 
 judge thereof shall by order forthwith 
 direct the said receiver by proper writ- 
 ten instrument to convey and transfer 
 all the property described in said in- 
 ventory, and offered for sale at said 
 auction, to said highest bidder, who on 
 receiving the same shall pay to the re- 
 ceiver the sum bid. The said court, or 
 such judge thereof, shall allow to the 
 receiver two per cent, upon the whole 
 amount received by him from the sale 
 of the property described in said in- 
 ventory for his compensation as such 
 receiver, and also his disbursements, 
 including witness' fees, and the service 
 of subpoenas, and to the attorney-gen- 
 eral, and to such other counsel as the 
 receiver may find it necessary to em- 
 ploy, a reasonable counsel fee. The 
 residue of the amount in the hands of 
 the receiver shall be by him distributed 
 
§32] 
 
 GENERAL CORPORATION LAW. 
 
 145 
 
 of its members, in and by a certificate signed and ac- 
 knowledged by them and filed in the offices in which the 
 original certificates of its incorporation were filed, if at 
 
 among the owners of the claims in said 
 list, which have been allowed, subject 
 to the deductions above provided for in 
 case of an appeal, pro rata, or in full if 
 such residue shall be sufficient therefor, 
 and the receipts of such owners therefor 
 shall be taken upon such list of claims. 
 The balance of such residue, if any, 
 shall be distributed among the lawful 
 stockholders of such corporation in 
 proportion to their interest therein. 
 Id. §6. 
 
 Stay of proceedings. — No issue 
 raised by answer, or demurrer, or 
 otherwise to the complaint hereinbe- 
 fore provided for shall stay the pro- 
 ceedings of the receiver, or court or a 
 judge thereof. Id. § 7. 
 
 Discharge of receiver ; powers 
 until discharged. — The said receiver 
 after such payment may apply to said 
 court, or a judge thereof, for his final 
 discharge, and if it shall appear that 
 the said receiver has in all things ful- 
 filled his duty in the premises, the said 
 court or judge shall grant such final 
 discharge, and said receiver, until so 
 discharged, may as such receiver sue 
 for and collect all debts due, and de- 
 mands owing to such corporation. Id. 
 §8. 
 
 Summoning vritnesses before re- 
 ceiver ; oaths, etc. ; disobedience to 
 subpoena ; perjury. — It shall be the 
 duty of the clerk of the county in which 
 such suit is brought, to issue, upon the 
 request of the receiver, subpoenas to 
 compel the attendance of witnesses to 
 enable him to ascertain the nature, ex- 
 tent, and location of the property of 
 said corporation, and to give evidence 
 concerning any claim which may be 
 presented by any creditor against the 
 estate of such corporation, which sub- 
 10 
 
 poenas shall be served in like manner 
 as in civil actions, and the fees of the 
 witness shall be the same aS are now 
 established by law in such actions. 
 The receiver shall have full power and 
 authority to administer oaths to all 
 such witnesses and 10 any creditor of 
 such dissolved corporation, and to ex- 
 amine them concerning the property 
 of such dissolved corporation, and as 
 to the claims presented against it. 
 Disobedience to such subpoenas shall 
 be a contempt of court, and shall be 
 punished in like manner as other con- 
 tempts of court are now punishable. 
 Wilful false swearing by any witness 
 or creditor in any such examination 
 shall be deemed perjury, and shall be 
 punishable as such in like manner as if 
 committed by a witness on a trial of 
 a civil action. Id. § 9. 
 
 Applications for leave to sue re- 
 ceiver, etc. ; appeals. — All applica- 
 tions for leave to sue such receiver) 
 andall applications for injunctions to 
 restrain his proceedings shall be made 
 only to the supreme court in the county 
 in which such action was brought, and 
 shall not be made to any ether court, 
 or to the supreme court in any other 
 county, and shall not be granted except 
 upon eight days' notice to the attorney- 
 general of the time and place of making 
 such application. In any action here- 
 after brought or now pending by the 
 attorney-general, to close up, deter- 
 mine or settle the affairs of any corpo- 
 ration dissolved by legislative enact- 
 ment, the judgment or determination 
 of the supreme court at genernl term 
 may be reviewed upon appeal to the 
 Couit of Appeals, as now provided by 
 law, whether the judgment rendered in 
 the case be interlocutory or final. Id. 
 § 10, as am'd L. 1887, c. 601. 
 
146 GENERAL CORPORATION LAW. [§ 3^ 
 
 all, and, if not, then in the offices where certificates of 
 incorporation are now required by law to be filed, and the 
 officers with whom the same may be filed shall thereupon 
 record them in the books kept in their respective offices 
 for the record of such certificates, and make a memoran- 
 dum of such record in the margin of the original cer- 
 tificate in such book, if any, and thereupon the time of 
 existence of such corporation shall be extended, as desig- 
 nated in such certificate, for a term not exceeding the 
 term for which it was incorporated in the first instance. 
 If the term of existence of any domestic corporation 
 shall have expired and it shall be made satisfactorily to 
 appear to the supreme court that such corporation was 
 legally organized pursuant to any law of this state, and 
 that through mistake it shall have issued its bonds pay- 
 able at a date beyond the date fixed in its charter or cer- 
 tificate of incorporation for the expiration of its corpo- 
 rate existence, and such bonds shall be unmatured and 
 unpaid, the supreme court may, upon the application of 
 any person interested and upon such notice to such other 
 parties as the court may require, by order, authorize the 
 filing and recording of a certificate reviving the existence 
 of such corporation, upon such conditions and with 
 such limitations as such order shall specify, and extend- 
 ing such corporate existence for a term not exceeding 
 the term for which it was originally incorporated. Upon 
 filing and recording such certificate in the same manner 
 as a certificate^of extension of corporate existence duly 
 issued before the expiration of the existence of a domestic 
 corporation is authorized by law to be filed and recorded, 
 such corporate existence shall be revived and extended in 
 pursuance of the terms of such order, but such revival and 
 extension shall not affect any litigation commenced after 
 such expiration and pending at the time of such revival. 
 
§ 32] GENERAL CORPORATION LAW. I47 
 
 If a corporation formed under or subject to the bank- 
 ing law, such certificate shall not be filed or recorded 
 unless it shall have indorsed thereon the written approval 
 of the superintendent of banks ; or, if an insurance cor- 
 poration, unless it shall have indorsed thereon the written 
 approval of the superintendent of insurance ; and, if a 
 turnpike or bridge corporation, it shall not be filed un- 
 less it shall have indorsed thereon or annexed thereto a 
 certified copy of a resolution of the board of supervisors 
 of each county in which such turnpike or bridge is 
 located, approving of and authorizing such extension. 
 
 Every corporation extending its corporate existence 
 under this chapter or under any general law of the state 
 shall thereafter be subject to the provisions of this chap- 
 ter and of such general law, notwithstanding any special 
 provisions in its charter, and shall thereafter be deemed 
 to be incorporated under the general laws of the state 
 relating to the incorporation of a corporation for the 
 purpose of carrying on the business in which it is en- 
 gaged, and shall be subject to the provisions of such 
 laws. 
 
 See L. 1857, c. 2g, § 2 ; L. 1866, c. 697, § 5 ; L. 1S67, c. n ; L. 1867, c. 
 g37; L. 1874, c. 240; L. 1875, c. 58, § i ; L. 1875, c.,6ii, §29; L. 1890, c. 
 503. §22- 
 
 Extending existence. — Any business corporation of this State at any 
 time within three years before the expiration of its existence as specified 
 in its certificate of incorporation, or in any previous certificate of exten- 
 sion of existence or as otherwise limited by law, with the consent of 
 stockholders owning two-thirds of its capital stock, may extend its exist- 
 ence for a term not exceedmg fifty years.' Stockholders so consenting 
 must sign and acknowledge a certificate of extension which must be filed 
 in the offices where certificates of incorporation are now required to be 
 filed, and when so filed the existence is extended. The section also au- 
 thorizes the revival of a corporation by the Supreme Court under certain 
 circumstances specified therein. It also contains the important provision 
 
 ' See Dyeing and Printing Estab. v. De Westenberg, N. Y. Daily Regis- 
 ter, Feb. 19, 1886. 
 
148 GENERAL CORPORATION LAW. [§§ 33-35 
 
 that a corporation hereafter extending its existence is subject to the 
 provisions of the general corporation laws of the State. 
 
 (For form, see post. Forms, XXVL) 
 
 § 33. Conflicting corporate laws.— If in any corporate 
 law there is or shall be any provision in conflict with any 
 provisions of this chapter or of the stock corporation law, 
 the provisions so conflicting shall prevail, and the provi- 
 sion of this chapter or of the stock corporation law with 
 which it conflicts shall not apply in such a case. If in 
 any such law there is or shall be a provision relating to 
 a matter embraced in this chapter or in the stock corpo- 
 ration law, but not in conflict with it, such provision in 
 such other law shall be deemed to be in addition to the 
 provision in this chapter or in the stock corporation law 
 relating to the same subject-matter, and both provisions 
 shall in such case be applicable. 
 
 Relative importance of the corporation laws. — The provisions of the 
 Business Corporations Law are of primary importance to business corpo- 
 rations, and all provisions of that law will be construed to apply directly 
 to such corporations and to override any conflicting provisions in the 
 General Corporation Law or the Stock Corporation Law. But in cases 
 where the Stock Corporation Law confers additional privileges to those 
 given by the Business Corporations Law a business corporation will have 
 the benefit of both laws. 
 
 § 34. Laws repealed. — 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. 
 
 See L. i8go, c. 563, §23. 
 
 § 35. Saving clause. — The repeal of a law or any part of 
 it specified in the annexed schedule shall not affect or im- 
 pair any act done, or right accruing, accrued or acquired, 
 or liability, penalty, forfeiture or punishment incurred 
 
§ 3^] GENERAL CORPORATION LAW. 1 49 
 
 prior to May i, 1891, 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. All actions and pro- 
 ceedings, civil or criminal, commenced under or by vir- 
 tue of the laws so repealed, and pending on April 30, 
 1 89 1, may be prosecuted and defended to final effect in 
 the same manner as they might under the laws then ex- 
 isting, unless it shall be otherwise specially provided by 
 law. 
 
 See L. 1890, c. 563, § 24. 
 
 Meaning of the above section. — The purpose of the above section, in 
 respect to the rights saved by it, appears to be to preserve to corporations 
 that have acted upon pre-existing laws all rights conferred by those laws. 
 In one sense every privilege conferred upon a corporation by the law of 
 1848, for example, was a "right,"' but to construe the new laws as saving 
 all rights of such a character would be to deprive them of effect with re- 
 spect to existing corporations and to leave upon the statute-books two 
 sets of laws governing corporate procedures, and also would be contrary 
 to the apparent intent of the new laws taken as a whole. Moreover, the 
 phraseology of the above section indicates that it is the "act done or the 
 right accruing.'' or the right which — after passing the accruing stage — 
 has " accrued " to the corporation or been " acquired " by it, that is to 
 be saved. In a recent case the Court of Appeals has decided that where 
 a meeting in proceedings to consolidate corporations was held prior to 
 May I, 1891, the agreement made at this meeting could be carried to 
 completion under the pre-exisling laws.' In that case there was the 
 "" act done " which saved the privileges of the former laws. So in a re- 
 cent case decided by the General Term of the first department, it was 
 held that the special privileges conferred by the legislature upon a gas 
 company in consideration of its furnishing gas at a specified price were 
 not taken away by the repeal of the law granting them and the enact- 
 ment of the Transportation Corporations Law which contained a clause 
 similar to the above.' 
 
 § 36. Construction. — The provisions of this chapter, and 
 of the stock corporation law, the railroad law, the trans- 
 
 ' Cameron v. New York, etc. Water Co. v. Gilroy, N. Y. L. J., April 10, 
 Co., 133 N. Y. 336. 1893. 
 
 " People e;»: rel. Standard Gas Light 
 
150 GENERAL CORPORATION LAW. [§ 36 
 
 portation corporations law, and the business corporations 
 law, so far as they are substantially the same as those of 
 laws existing on April 30, 1891, shall be construed as a 
 continuation of such laws modified or amended according 
 to the language employed in this chapter, or in the stock 
 corporation law, the railroad law, the transportation cor- 
 porations law, or the business corporations law, and not 
 as new enactments. 
 
 References in laws not repealed to provisions of laws 
 incorporated into the general laws hereinbefore enumer- 
 ated and repealed, shall be construed as applying to the 
 provisions so incorporated. 
 
 Nothing in this chapter or in the other general laws 
 hereinbefore specified 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 corpora- 
 tion, its officers, directors, stockholders or creditors may 
 have or be subject to or which any such corporation, 
 other than a railroad corporation, had or was subject to 
 on April 30, 1891, by virtue of any special act of the 
 legislature creating such corporation or creating or defin- 
 ing any such right or liability, unless such special act is 
 repealed by this chapter.' 
 
 L. 1890, c. 563, § 25, amended. 
 
 ' The following sections of the Statu- unless the amendatory statute be a 
 
 tory Construction Law (L. 1892, c. substantial re-enactment of the statute 
 
 677), have an important bearing upon amended. The repeal of a statute or 
 
 this subject : §31. Limiting the effect part thereof shall not affect or impair 
 
 of repealing statutes. — The repeal any act done or right accrumg, accrued 
 
 hereafter or by this chapter of any or acquired, or liability, penalty, for- 
 
 provision of a statute, which repeals feiture or punishment incurred prior 
 
 any provision of a prior statute, does to the time such repeal takes effect, but 
 
 not revive such prior provision. The the same may be asserted, enforced, 
 
 repeal hereafter or by this chapter of prosecuted or inflicted, as fully and to 
 
 iiny provision of a statute, which the same extent as if such repeat had 
 
 amends a provision of a prior statute, not been effected ; and all actions and 
 
 leaves such prior provision in force proceedings, civil or criminal, com- 
 
§36] 
 
 GENERAL CORPORATION LAW. 
 
 I?J 
 
 Effect upon former laws. — The foregoing section provides that all 
 the enactments of the present laws, which are substantially the same as 
 pre-existing laws, shall be construed as continuations of former law and 
 not as new enactments. The important qualifying words "so far as they 
 are substantially the same " should not be lost sight of, and it is misleading 
 to speak of the laws as a codification of existing statutes.' For, although 
 existing statutes are merged in the laws, many new provisions have been 
 inserted and many alterations from former laws have been made, and 
 the comprehensive restatement of the Jaws operate as repealing acts." It 
 is important to note the provision in paragraph three above, that the 
 present laws do not impair any right or liability which any existing cor- 
 poration, its officers, directors, stocicholders, or creditors, may have or be 
 subject to. The word right here also seems to be used to denote some- 
 thing acquired by the corporation in reliance upon existing laws.' 
 
 menced under or by virtue of any pro- 
 vision of a statute so repealed, and 
 pending immediately prior to the tak- 
 ing effect of such repeal, may be prose- 
 cuted and defended to final effect in the 
 same manner as they might if such 
 provisions were not so repealed. 
 
 § 32. Existing laws included in 
 revision not to be construed as new- 
 enactments. — The provisions of any 
 chapter of the revision of the general 
 laws, of which this chapter is a part, so 
 far as they are substantially the same 
 as those of laws existing at the time 
 such chapter takes effect, shall be con- 
 strued as a continuation of such laws, 
 modified or amended according to the 
 language employed in such provisions, 
 and not as new enactments. Refer- 
 ences in laws not repealed to provisions 
 of law which are incorporated into any 
 such chapter and repealed shall be con- 
 strued as applying to the provisions so 
 incorporated, 
 
 § 33. Effect of revision upon laws 
 passed at same session or before re- 
 vision takes effect.— No provision of 
 any chapter of the revision of the 
 general laws, of which this chapter is a 
 part, shall supersede or repeal by im- 
 plication any law passed at the same 
 session of the legislature at which any 
 such chapter was enacted, or passed 
 
 after the enactment of any such chap- 
 ter and before it shall have taken effect ; 
 and an amendatory law passed at such 
 session or at any subsequent session 
 begun before any such chapter takes 
 effect, shall not be deemed repealed, 
 unless specifically designated in the 
 repealing schedule of such chapter. 
 
 § 34. Alterations of titles and 
 head notes. — If the title of any article 
 or other division of a statute, or the 
 head note of a section shall be amended 
 or repealed in the body of the statute, 
 or if a new article or other divi- 
 sion having a title, or n new section 
 having a new head note be added 
 to a statute, the corresponding title or 
 head note, if any, in an abstract of 
 contents at the beginning of the article 
 or other division of the statute shall be 
 deemed to be correspondingly amended 
 or repealed, although there be no ex- 
 press reference thereto. 
 
 ' See Cameron v. New York, etc. 
 Water Co., 62 Hun 269 ; and see 133 
 N. Y. 336. 
 
 '' See People v. Jaehne, 103 N. Y. 
 182 ; Heckman v. Pinkney, 81 N. Y. 
 211; Moore v. Mansert, 49 N. Y. 332; 
 Eden Musee Am. Co. v. Carr, 36 Hun 
 488. 
 
 "See Close v. Potter (Buff. Super. 
 Ct.), 49 St, Rep. 5go. Sec ante, p. 1^9. 
 
152 GENERAL CORPORATION LAW. [§ 2)7 
 
 § 37. Law revived. — Chapter three hundred of the laws 
 of eighteen hundred and fifty-five, entitled " An act to 
 incorporate the Baptist Historical Society of the city of 
 New York," which was inadvertently repealed by the 
 transportation corporations law, is revived and re-enacted, 
 and shall be of the same force and effect as if it had not 
 been repealed. 
 
THE GENERAL CORPORATION LAW. 
 Schedule of Laws Bepealed. 
 
 153 
 
 REVISED STATUTES. 
 
 Part I, Chapter 18. 
 
 All. 
 
 LAWS OP 
 
 CHAPTER 
 
 SECTIONS. 
 
 1811 (Manufacturing*) 
 
 67 
 
 All 
 
 1815 (Extending Act 1811)'.. .'.'.'.'. 
 
 1815 (M'f 'g textile fabrics) 
 
 1816 (Continuing Act 1811) 
 
 Isl7 (Extending Act 1811) 
 
 1818 (Continuing Act 1811) 
 
 1819 (Special Act Oneida Co.). . . 
 
 1821 (Keviving Act 1811) 
 
 1822 (Authorizing mortgages) . . . 
 1836 (Toll-gate) 
 
 47 
 
 All. 
 
 202 
 
 All. 
 
 58 
 
 All. 
 
 223 
 
 All. 
 
 67 
 
 All. 
 
 102 
 
 All. 
 
 14 
 
 AU. 
 
 213 
 
 All. 
 
 284 
 
 All. 
 
 1836 (Railroad) 
 
 316 
 
 AU. 
 
 1838 (Railroad) 
 
 160 
 
 AIL 
 
 1838 (R. R, canal, and bridge). . . 
 1838 (Turnpike) 
 
 161 
 
 All. 
 
 262 
 
 All. 
 
 1839 (Railroad) 
 
 218 
 
 All. 
 
 1842 (Transfer book of foreign) . . 
 1846 (Railroad) 
 
 165 
 
 AIL 
 
 155 
 
 All. 
 
 1846 (Railroad) 
 
 1847 (Canal) 
 
 215 
 
 17, 18. 
 
 100 
 
 210 
 
 3,4. 
 
 1847 (Turnpike) 
 
 All. 
 
 1847 (Railroad) 
 
 222 
 
 All 
 
 1847 (Railroad) 
 
 270 
 
 AIL 
 
 1847 Railroad) 
 
 272 
 
 All. 
 
 1847 Turnpike) 
 
 287 
 
 AU. 
 
 1847 Turnpike) 
 
 398 
 
 AU. 
 
 1847 (Railroad) 
 
 404 
 
 AU. 
 
 1847 (Railroad) 
 
 405 
 
 AU. 
 
 1848 (Gaslight) 
 
 1848 (Manufacturing Act) 
 
 1848 (Turnpike) 
 
 37 
 
 40 
 
 AU. 
 AU. 
 
 45 
 
 AU. 
 
 1848 (Bridge).... 
 
 259 
 
 AU. 
 
 1848 (Telegraph) 
 
 265 
 
 AU. 
 
 1848 (Plank-road) 
 
 360 
 
 AU. 
 
 1849 (Turnpike) 
 
 250 
 
 AIL 
 
 1849 (Plank-road) 
 
 362 
 
 AU. 
 
 1850 (Turnpike) 
 
 71 
 
 AU. 
 
 1850 (Railroad) 
 
 140 
 
 AU. 
 
 
 
 
 • The descriptive words in parentheses In this table are not a part of the Statute. They are 
 lIl8er^d here to indicate the character of the corporationreferred to. orthenatareof thelaw 
 iteelf. 
 
154 
 
 THE GENERAL CORPORATION LAW. 
 Schedule of Laws Befealed — continued. 
 
 LAWS OF 
 
 1851 (Extending Act 1848) 
 
 1851 (Eailroad) ^ 
 
 1851 (Telegraph) 
 
 1851 (Turnpike) 
 
 1851 (Turnpike) 
 
 1851 (Railroad) 
 
 1852 (Navigation) 
 
 1852 (Bridge) 
 
 1853 (Railroad) 
 
 1853 (Building) 
 
 1853 (Navigation) 
 
 1853 (Perry) 
 
 1853 (Turnpike) 
 
 1853 (Issuing stock for property) 
 
 1853 (Telegraph) 
 
 1853 (Turnpike) 
 
 1853 (Railroad, foreclosure) 
 
 1853 (Plank-road) 
 
 1854 (Navigation) 
 
 1854 (Turnpike) 
 
 1854 (Raik-oad) 
 
 1854 (Am. § 27, Act 1848) 
 
 1854 (Navigation) 
 
 1854 (Improving horses) 
 
 1854 (Railroad) 
 
 1854 (Gaslight) 
 
 1855 (Extending Act 1848) 
 
 1855 (Raiboad) 
 
 1855 (Turnpike) 
 
 1855 (Railroad) 
 
 1855 (Turnpike) 
 
 1855 (Turnpike) 
 
 1855 (Turnpike) 
 
 1855 (Telegraph)-. 
 
 1856 (Navigation) 
 
 1857 (Salt Co.'s, Act 1848) 
 
 1857 (Navigation) 
 
 1857 (Railroad) 
 
 1857 (Turnpike) 
 
 1857 (Am. §1, Act 1848) 
 
 1857 (Railroad) 
 
 1857 (Guano) 
 
 1857 (Improving horses) 
 
 14 
 19 
 98 
 107 
 487 
 497 
 228 
 372 
 53 
 117 
 124 
 136 
 245 
 333 
 471 
 481 
 602 
 626 
 3 
 87 
 140 
 201 
 232 
 269 
 282 
 312 
 301 
 302 
 390 
 478 
 486 
 496 
 646 
 659 
 65 
 29 
 83 
 186 
 202 
 262 
 444 
 646 
 658 
 
 SECTIONS. 
 
 All. 
 
 All. 
 
 All. 
 
 All. 
 
 AIL 
 
 All. 
 
 All. 
 
 All. 
 
 All. 
 
 All. 
 
 All. 
 
 AIL 
 
 AIL 
 
 All. ■ 
 
 1,2.4. 
 
 AIL 
 
 All. 
 
 All. 
 
 All. 
 
 All. 
 
 AU. 
 
 All. 
 
 All. 
 
 All. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 All. 
 
 AU. 
 
 AIL 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
THE GENERAL CORPORATION LAW. 
 Schedule op liAws Bepealed — continued. 
 
 155 
 
 LAWS OP 
 
 1857 (Turnpike) 
 
 1857 (Improving animals) 
 
 1858 (Navigation) 
 
 1858 (Railroad) 
 
 1859 (Turnpike) 
 
 1859 (Gaslight) 
 
 1859 (Special Act, BuflEalo Co.). 
 
 1860 (Gas light) 
 
 1860 (Changing trustees. Act 
 
 1848) 
 
 1860 (Improving horses) 
 
 1861 (Skating parks) 
 
 1861 (Financial office, Act 1848) 
 1861 (Telegraph) 
 
 1861 (Navigation) 
 
 1862 (Navigation) 
 
 1862 (Turnpike) 
 
 1862 (Telegraph) 
 
 1862 (Preventing horse-stealing) 
 1862 (Eaih-oad) 
 
 1862 (Am. § 27, Act 1848) 
 
 1863 (Extending Act 1848) 
 
 1863 (Navigation) 
 
 1863 (Railroad) 
 
 1864 (Improving horses) 
 
 1864 (Extending Act 1848) 
 
 1864 (Changing place of business. 
 
 Act 1848) 
 
 1864 (Railroad) 
 
 1865 (Extending Act 1848) 
 
 1865 (Railroad) 
 
 1865 (Extending Act 1848) 
 
 1865 (Navigation) 
 
 1865 (Turnpike) 
 
 1866 (Increasing shares, A. 1848). 
 
 1866 (Eaikoad) 
 
 1866 (Navigation) 
 
 1866 (Water) 
 
 1866 (Railroad) 
 
 1866 (Turnpike) 
 
 1866 (Am. title. Act 1848) 
 
 1866 (Am. title. Act 1848) 
 
 1867 (Extend'g existence, A. 1848) 
 
 CHAPTER 
 
 648 
 776 
 10 
 125 
 2o9 
 311 
 455 
 116 
 
 269 
 523 
 149 
 170 
 215 
 238 
 205 
 248 
 425 
 438 
 449 
 472 
 
 63 
 134 
 346 
 
 85 
 337 
 
 517 
 582 
 234 
 246 
 307 
 691 
 780 
 
 73 
 259 
 322 
 371 
 697 
 780 
 799 
 838 
 
 12 
 
 SECTIONS. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 
 All 
 All. 
 AU. 
 AIL 
 All. 
 All 
 All. 
 All. 
 All. 
 AIL 
 All. 
 All. 
 AIL 
 AU. 
 All. 
 AU. 
 AU. 
 
 AIL 
 AU. 
 AU. 
 AIL 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 All. 
 AU. 
 All. 
 AIL 
 All. 
 
156 
 
 THE GENERAL COEPOBATION LAW. 
 Schedule of Laws Repealed — continued. 
 
 LAWS OP 
 
 SBCTI0I7S, 
 
 1867 (Railroad) 
 
 1867 (OhaiigmgNo.truBtees,1848) 
 
 1867 (Railroad) 
 
 1867 (Navigation) 
 
 1867 (Gas light) 
 
 1867 (Building, etc.) 
 
 1867 (Railroad) 
 
 1867 (Railroad) 
 
 1867 (Extending existence) .... 
 1867 (Consolidation) 
 
 1867 (Stage) 
 
 1868 (Gas light) 
 
 1868 (Reducing capital of joint 
 
 stock Co.) 
 
 1868 (Navigation) 
 
 186 S (Extending Act 1848) 
 
 1869 (Turnpike) 
 
 1869 (Raihroad) 
 
 1869 (Am. § 1, Act 1848) 
 
 1869 (Mortgaging land out of 
 
 State) 
 
 1869 (Railroad) 
 
 1869 (Railroad) 
 
 1870 (To prevent horse-stealing) . 
 1870 (Amending certif. of incorp.) 
 
 1870 (Changing name) 
 
 1870 (Gaslight) 
 
 1870 (Telegraph) 
 
 1870 (Building, etc.) 
 
 1871 (Gas light) 
 
 1871 (Mortgages, Act 1848) 
 
 1871 (Extending Act 1848) 
 
 1871 (Raiboad) 
 
 1871 (Am. § 1, Act 1848) 
 
 1871 (Raiboad) . . .*. 
 
 1871 (Gaslight) 
 
 1871 (Monied) 
 
 1872 (Railroad) 
 
 1872 (Turnpike) 
 
 1872 (Property in other States) . . 
 
 1872 (Driving park) 
 
 1872 (Turnpike) 
 
 1872 (Raih-oad) 
 
 49. 
 248. 
 254. 
 419. 
 480. 
 509. 
 775 
 906. 
 937. 
 960. 
 974. 
 253. 
 
 290. 
 573. 
 781. 
 234. 
 237. 
 605. 
 
 706. 
 844. 
 917. 
 124. 
 135. 
 322. 
 443. 
 568. 
 773. 
 95. 
 481. 
 535. 
 560. 
 657. 
 
 669. 
 697. 
 883. 
 81. 
 128. 
 146. 
 248. 
 283. 
 350. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AIL 
 All. 
 All. 
 All. 
 All 
 All. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 
THE GENERAL COEPORATIOIT LAW. 
 Schedule of Laws Befealed — continued. 
 
 157 
 
 XAWSDF 
 
 1872 (GasUght) 
 
 1872 (Am §1, Act 1848) 
 
 1872 (Driving park) 
 
 1872 (Increasing capital) 
 
 1872 (Turnpike) 
 
 1872 (Plank-road) 
 
 1872 (Homestead) 
 
 1872 (Railroad) 
 
 1872 (Railroad) 
 
 1873 (Lost certificates) 
 
 1873 (Railroad) 
 
 1873 (Railroad) 
 
 1873 (Turnpike) 
 
 1873 (Purchasers of franchise) . . . 
 1873 (Building and homestead) . , 
 
 1873 (Raikoad) 
 
 1873 (Water-works) 
 
 1873 (Extending Act 1848) 
 
 1874 (Changing name) 
 
 1874 (Hotel) 
 
 1874 (Am. § 1, Act 1848) 
 
 1874 (Railroad) 
 
 1874 (Improvement of poultry) . , 
 
 1874 (Raihroad) 
 
 1875 (Turnpike) 
 
 1875 (Navigation) 
 
 1875 (Filing consent to mortgage 
 
 1875 (Railroad) 
 
 1875 (Extending Act 1848) 
 
 1875 (Property in other States)". 
 
 1875 (Gas light) 
 
 1875 (Driving park) 
 
 1875 (Railroad) 
 
 1875 (Railroad) 
 
 1875 (Telegraph) 
 
 1875 (Extending Act 1848) 
 
 1875 (Navigation) 
 
 1875 (Am § 12, Act 1848) 
 
 1875 (Railroad) 
 
 1875 (Railroad) 
 
 1875 (Railroad) 
 
 1875 (Business corp. Act) 
 
 1876 (Railroad) 
 
 374. 
 
 426. 
 
 609. 
 
 611. 
 
 779. 
 
 780. 
 
 820 
 
 829. 
 
 843. 
 
 151. 
 
 352. 
 
 432. 
 
 440. 
 
 469. 
 
 616. 
 
 710. 
 
 737. 
 
 814. 
 
 76. 
 143. 
 149. 
 240. 
 288. 
 430. 
 4. 
 
 58. 
 
 88. 
 108. 
 113. 
 119. 
 120. 
 159. 
 193. 
 256. 
 319. 
 865. 
 445. 
 510. 
 586. 
 598. 
 606. 
 611. 
 
 77. 
 
 SECTIONS. 
 
 All. 
 
 All. 
 All. 
 AJl. 
 All. 
 All. 
 
 All except SO— czfinrt* 
 -'*-") ing ahsrw from esfr 
 
 All CUtlOQ. 
 
 All. 
 AU. 
 AH. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 
158 
 
 THE GENERAL COBPORATION LAW. 
 Schedule of Laws Bepkaled — continued. 
 
 1876 (Turnpike) 
 
 1876 (Railroad) 
 
 1876 (Changing name) 
 
 1876 (Stock of other Co.'s, 1848) 
 
 1876 (Turnpike) 
 
 1876 (Water-works) 
 
 1876 (Turnpike) 
 
 1876 (Railroad) 
 
 1877 (Raikoad) 
 
 1877 (Purchase of mortgage land 
 
 by foreign Co.) 
 
 1877 (Turnpike) 
 
 1877 (Water-works) 
 
 1877 (Railroad) 
 
 1877 (Improving poultry) 
 
 1877 ^ an. § , Act .848) 
 
 1878 (To prevent horse-stealing) . 
 
 1878 (Turnpike) 
 
 1878 'Mortgages, Act 1848) 
 
 1878 (Pipeline) 
 
 1878 (To prevent horse-steaJing) . 
 
 1878 (RaUroad) 
 
 1878 (Diminishing capital) 
 
 1878 (Changing number trustees). 
 1878 (Patrons of husbandry, etc , 
 
 1875) 
 
 1878 (Navigation) 
 
 1879 (Turnpike) 
 
 1879 (Turnpike) 
 
 1879 (Am. § 1, Act 1848) 
 
 1879 (Railroad) 
 
 1879 (RaiJroad) 
 
 1879 (Telegraph) 
 
 1879 (Directors of co-operative 
 
 Co.'s.) 
 
 1879 (Railroad) . .*. 
 
 1879 (Increasing trustees, library 
 
 Co 's ) 
 
 1879 (Raih-oad) 
 
 1879 (Turnpike) 
 
 1879 (Railroad) 
 
 1879 (Railroad) 
 
 1879 (Gas light) 
 
 135 
 198 
 280 
 358 
 373 
 415 
 435 
 446 
 103 
 
 158 
 164 
 171 
 224 
 266 
 374 
 61 
 121 
 163 
 203, 
 210 
 261 
 264 
 316 
 
 334 
 394 
 214 
 253 
 290 
 293 
 350 
 377 
 
 393 
 395 
 
 413 
 415 
 441 
 503 
 505 
 512 
 
 SECTIONS. 
 
 AU. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 
 AU. 
 AU. 
 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 
THE GENERAL COEPORATION LAW. 
 Schedule op Laws Befealed — continued. 
 
 159 
 
 LAWBOF 
 
 1879 (Raikoad) 
 
 1880 (Railroad) 
 
 1880 (Water) 
 
 1880 (Telegraph) 
 
 1880 (Railroad) 
 
 1880 (Purchasers of franchise) . . . 
 
 1880 (Raibroad) 
 
 1880 (Raikoad) 
 
 1880 (Building, etc.) 
 
 1880 (Reorganization, Act 1875) . . 
 
 1880 (Railroad) 
 
 1880 (Exchange of pref'd stock). . 
 
 1880 (Am. § 1, Act 1848) 
 
 1880 (Exempting Co.'s from part 
 
 of R S.) 
 
 1880 (Steam heating) 
 
 1880 (Railroad) 
 
 1880 
 1880 
 1880 
 1880 
 1880 
 1880 
 1880 
 1880 
 1880 
 
 (Railroad) 
 
 (Railroad) 
 
 (Railroad) 
 
 (Turnpike) 
 
 (RaUroad) 
 
 (Railroad) 
 
 (Raih'oad) 
 
 (Railroad) 
 
 (Railroad) 
 
 1881 (Recording certificates) . 
 1881 (Extending Act 1848) . . . 
 
 (Water- works) 
 
 (Turnpike) 
 
 (Railroad) 
 
 (Water-works) 
 
 (Extending Act 1848) . . . 
 
 (Am. § 11, Act 1875) . . . . 
 
 (Railroad and turnpike) . 
 
 1881 (Gas light) 
 
 1881 (Bridge) 
 
 1881 (Water- works) 
 
 1881 (Turnpike) 
 
 1881 (Raikoad) 
 
 1881 (Building, etc. ) 
 
 1881 (Raikoad) 
 
 1881 (Am. §10, Act 1875)..., 
 
 1881 
 1881 
 1881 
 1881 
 1881 
 1881 
 1881 
 
 541. 
 5. 
 
 85. 
 
 90. 
 
 94. 
 113. 
 133. 
 155. 
 182. 
 187. 
 223. 
 225. 
 241. 
 
 254. 
 
 263. 
 
 267. 
 
 349. 
 
 415. 
 
 417. 
 
 484. 
 
 510. 
 
 575. 
 
 582. 
 
 583. 
 
 585. 
 22. 
 58 
 77. 
 
 117. 
 
 148 
 
 213. 
 
 232. 
 
 295. 
 
 296. 
 
 311. 
 
 313. 
 
 321. 
 
 337. 
 
 338, 
 
 351. 
 399. 
 422. 
 
 SECTIONS. 
 
 All. 
 
 All. 
 All. 
 All. 
 All. 
 AIL 
 AU. 
 All. 
 AIL 
 AIL 
 AU. 
 AIL 
 AIL 
 
 AIL 
 AIL 
 All. 
 All. 
 AIL 
 Aa 
 AU. 
 AIL 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AIL 
 AIL 
 AU. 
 AIL 
 AU. 
 
l6o THE GENEEAL CORPORATION LAW. 
 
 Schedule of Laws Eepealed — continued. 
 
 1-AW8 OF 
 
 1.^81 (Turnpike) 
 
 1881 (Eailroad) 
 
 1881 (Eailroad) 
 
 18«1 (Water) 
 
 1881 (Eailroad) 
 
 1881 (Am. § 32, Act 1875) 
 
 1881 (Extending Act of 1848) .... 
 
 1881 (Eailroad) 
 
 1881 (Extending Act of 1848) . . . 
 18>1 (Turnpike) 
 
 1881 (Eailroad) 
 
 1882 (Gaslight) 
 
 1882 (Eailroad) 
 
 1882 (Eailroad) 
 
 1882 (Extending Act 1848) 
 
 1882 (Turnpike) 
 
 1882 (Purchase of adjacent land) . 
 
 1882 (Diminishing stock) 
 
 1882 (Am. § 1, Act 1848) 
 
 1882 (EaUroad) 
 
 1882 (Eailroad) 
 
 1882 (Eailroad) 
 
 1882 (Eaikoad) 
 
 1883 (Eailroad) 
 
 1883 (Eeal estate of apartment 
 
 houses, etc.) 
 
 1883 (Am. § 11, Act 1875) 
 
 1883 (Water-works) 
 
 1883 (Am. § 3, Act 1848) 
 
 1883 (Steam heating) 
 
 1883 (Building, etc ) 
 
 1883 (Am. § 1, Act 1848) 
 
 1883 (Driving park) 
 
 1883 (Gas light) 
 
 18S3 (Property in dthei States) . . 
 
 1883 (Eaih-oad) 
 
 1883 (Eailroad) 
 
 1883 (Eailroad) 
 
 1883 (Eailroad) 
 
 1883 (Eailroad) 
 
 1883 (Eailroad) 
 
 1883 (Turnpike) 
 
 1883 (Water-works) 
 
 464. 
 468. 
 470. 
 472. 
 485. 
 551. 
 589. 
 649. 
 650. 
 674. 
 685. 
 
 73. 
 
 82. 
 140. 
 273. 
 289. 
 290. 
 306. 
 309. 
 349. 
 353. 
 393. 
 405. 
 
 46. 
 
 71- 
 102. 
 216. 
 232. 
 237. 
 238. 
 240. 
 287. 
 323. 
 361. 
 381. 
 382. 
 384. 
 386. 
 387. 
 388. 
 409. 
 482. 
 
 SECTI0K8. 
 
 All. 
 
 AIL 
 All. 
 AU. 
 All. 
 AU. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 AU. 
 AU. 
 AH. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 
 AU. 
 
 All. 
 
 AU. 
 
 AU. 
 
 All. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU. 
 
 AU 
 
 AU. 
 
 All. 
 
 AU. 
 
 AU. 
 
THE GENERAL CORPORATION LAW. 
 Schedule of Laws Repealed — continued. 
 
 i6i 
 
 LAWS OP 
 
 1883 
 1883 
 1884 
 1884 
 
 1884 
 18 i4 
 1884 
 1884 
 1884 
 1884 
 18S4 
 1884 
 1884 
 1884 
 1884 
 1884 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 1885 
 
 1885 
 1886 
 1886 
 1886 
 1886 
 1886 
 1886 
 1886 
 1886 
 18^6 
 1886 
 1886 
 1886 
 
 Water-works) 
 
 Gas light) 
 
 Driving park) 
 
 Bailroad) 
 
 Am § 18, Act 1875) 
 
 Railroad) 
 
 Railroad) 
 
 Am. § 1, Act 1848) 
 
 Consolidation) 
 
 Extending Act 1848) 
 
 Increasing shares Act 1875). 
 
 Railroad) 
 
 Railroad) 
 
 Railroad) 
 
 Railroad) 
 
 Railroad) 
 
 Am. § 1, Act 1848) 
 
 Hotel) 
 
 Gas light) 
 
 Water- works) 
 
 Cemetery) 
 
 Railroad) 
 
 Railroad) 
 
 Water-works) 
 
 Water- works) 
 
 Directors' fraudulent acts).. 
 
 Railroad) ., 
 
 Am. Act of 1875) 
 
 Reorganization under Act 
 
 1875) 
 
 District steam) 
 
 Railroad) 
 
 Driving park) . 
 
 Railroad) 
 
 Gas) 
 
 Gas) 
 
 Railroad) 
 
 Railroad) 
 
 Railroad) 
 
 Railroad) 
 
 Am. Act 1875) . 
 Am. Act 1875). 
 Hotel) 
 
 483. 
 497. 
 140. 
 193. 
 208. 
 223. 
 252. 
 267. 
 367- 
 386. 
 397. 
 421. 
 422. 
 439. 
 441. 
 444- 
 84. 
 127. 
 141. 
 153. 
 
 171. 
 305. 
 369. 
 422. 
 423. 
 489. 
 498. 
 535. 
 
 540. 
 549. 
 65. 
 182. 
 271. 
 321. 
 322. 
 403. 
 415. 
 509. 
 551. 
 579. 
 586. 
 592. 
 
 SECTIONS. 
 
 All. 
 AU. 
 All. 
 All. 
 All. 
 All. 
 All. 
 AU. 
 All. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 
 All. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 All. 
 AU. 
 AU. 
 All. 
 AU. 
 
 II 
 
l62 
 
 THE GENERAL CORPOEATION LAW, 
 Schedule of Laws "Repiiaued— continued. 
 
 1886 (Railroad) 
 
 1886 (Railroad) 
 
 1886 (Railroad) 
 
 1886 (Railroad) 
 
 1887 (Foreign to hold real estate) 
 
 1887 (Extending Act 1848) 
 
 1887 (Railroad) 
 
 1887 (Gas) 
 
 1887 (Railroad).. 
 
 1887 (Railroad) 
 
 1887 (Railroad) \ 
 
 1888 (Railroad) I 
 
 1888 (Lost certificates) 
 
 1888 (Am. § 1, Act 1848) ' 
 
 1888 (Driving park) 
 
 1888 (Am. § 13, Act 1875) 
 
 1888 (Am. Act 1875) 
 
 1888 (Elevated tramway) 
 
 1888 (Am. § 39, Act 1875) I 
 
 1888 (Railroad) I 
 
 1888 (Railroad) 
 
 18S8 (Railroad) ! 
 
 1889 (Building, etc.) 
 
 1889 (Railroad) 
 
 1889 (Railroad) 
 
 1889 (Railroad) 
 
 1889 (Railroad) 
 
 1889 (Railroad) 
 
 1889 (Gaslight) 
 
 1889 (Water-works) 
 
 1889 (Raiboad) 
 
 1889 (Gas) 
 
 1889 (Raib-oad) 
 
 1889 (Railroad) 
 
 1889 (Railroad) . . ?. 
 
 1889 (Raih-oad) 
 
 1890 (Am. § 3, Act 1875) 
 
 1890 (Railroad) 
 
 1890 (Hotel) 
 
 1890 (Purchasers at franchise 
 
 sale) 
 
 1890 (Driving park) 
 
 1890 (Electric light) 
 
 601. 
 
 605. 
 
 634. 
 
 642. 
 
 450. 
 
 486. 
 
 536. 
 
 570. 
 
 616. 
 
 622. 
 
 724. 
 
 189 
 
 30t5. 
 
 313 
 
 359. 
 
 394. 
 
 447. 
 
 462. 
 
 513. 
 
 514. 
 
 549. 
 
 560. 
 
 57. 
 
 76. 
 
 78. 
 236. 
 242. 
 281. 
 332. 
 369. 
 426. 
 519. 
 524. 
 531. 
 .'i32. 
 5R4. 
 
 23. 
 
 98. 
 119. 
 
 193. 
 292. 
 416. 
 
 SECTIONS. 
 
 AH. 
 
 All. 
 AU. 
 AIL 
 All. 
 AU. 
 All. 
 All. 
 All. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 All. 
 AIL 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AU. 
 AIL 
 AIL 
 
 AU. 
 AIL 
 AU. 
 
THE GENERAL COKPOEATION LAW. 
 Schedule of Laws Repealed — continued. 
 
 163 
 
 LAWS OF 
 
 1890 (Railroad) 
 
 1890 (Railroad) 
 
 1890 (Limiting property) 
 
 1890 (Gas) 
 
 1890 (Am. § 1, Act 1848) 
 
 1890 (Railroad) 
 
 1891 (Increasing or reducing di- 
 
 rectors) 
 
 1891 (Railroad) 
 
 1892 (Am. § 30, L. 1890, c. 564). 
 
 chapter 
 
 SECTIONS. 
 
 421 
 
 All. 
 
 483 
 
 All. 
 
 497 
 
 All. 
 
 505 
 
 508 
 
 All. 
 All. 
 
 543 
 
 All 
 
 57 
 
 All. 
 
 287 
 
 All. 
 
 2 
 
 All. 
 
The Laws Governing the Taxation 
 OF Corporations. 
 
 Tax upon organization.— Every corporation, joint- 
 stock company or association incorporated by or under 
 any general or special law of this state, having capital 
 stock divided into shares, shall pay to the state treasurer, 
 for the use of the state a tax of one-eighth of one per 
 centum upon the amount of the capital stock which said 
 corporation, joint-stock company or association is author- 
 ized to have, and a like tax upon any subsequent increase 
 thereof. 
 
 The said tax shall be due and payable upon the incor- 
 poration of said corporation, joint-stock company or 
 association, or upon the increase of the capital thereof; 
 and no such corporation, joint-stock company or associa- 
 tion shall have or exercise any corporate powers until 
 the said tax shall have been paid. And the secretary of 
 state and any county clerk shall not file any certificate 
 of incorporation or articles of association or certify or 
 give any certificate to any such corporation, joint-stock 
 company or association, until he is satisfied, that the said 
 tax has been paid to the state treasurer ; and no such 
 company incorp(#rated by any special act of the legislature 
 shall go into operation or exercise any corporate powers 
 or privileges until said tax has been paid as aforesaid. 
 
 But this act shall not apply to literary, scientific, medi- 
 cal and religious corporations or corporations organized 
 under the banking laws of this state or under chapter 
 one hundred and twenty-two of the laws of eighteen 
 hundred and fifty-one, entitled " An act for incorpora- 
 (164) 
 
ORGANIZATION TAX. 1 65 
 
 tion of building, mutual loan and accumulating fund 
 associations," and the acts amendatory thereof. In case 
 of the consolidation of two corporations into a new cor- 
 poration said new corporation shall be required to pay 
 the tax hereinbefore provided for only upon the amount 
 of its capital stock in excess of the aggregate amount of 
 capital stock of said two corporations. 
 
 See L. 1886, c. 143 ; L. 1887, c. 284 ; L. 1892, c. 668. 
 
 Amount of organization tax. — The amount of the organization tax 
 varies with the capital of the corporation, and is one-eighth of one per 
 cent, of the total capitalization. This amount must be paid to the State 
 treasurer before the certificate of organization can be filed.' In cases of 
 increase of capital, the tax must be paid upon the amount of such 
 increase, and the certificates perfecting the increase of capital will not 
 be filed until the tax is paid. Upon the consolidation of two or more* 
 corporations into a new corporation, the tax upon the new corporation 
 is " only upon the amount of its capital stock in excess of the aggregate 
 amount of capital stock of said two corporations."^ 
 
 It has been held that the tax must be paid by a corporation reorgan.- 
 izing under the provisions of the Business Corporations Law,"" and where 
 a new corporation is formed upon the sale of the property and franchises 
 of a former corporation under a mortgage, the new corporation must 
 pay an organization tax upon its entire capital.' This rule is one of 
 much hardship, and it should be altered by statute. 
 
 Provisions of the State Tax Law. 
 
 Corporations to report annually. — Hereafter it shall be 
 the duty of the president or treasurer of every association, 
 corporation or joint-stock company liable to be taxed on 
 its corporate franchise or business, as provided in section 
 three of this act, to make report in writing to the comptrol- 
 ler, annually, on or before the fifteenth day of November, 
 
 ' See ante, p. 6. ■* Matter of N. Y. etc. Investment 
 
 ' See People ?;r ^^/. Eickemeyer Field Co., 40 St. Rep. 139 (Special Term, 
 
 Co. V. Rice. N. Y. L. J. Dec. i, 1892 ; Rens. Co.). 
 
 affi'd by Ct. of App., N. Y. L. J. Apl. * See People v. Schurtz, no N. Y. 
 26, 1893. 443. afB'd by U. S. Supreme Ct., 
 'See L. 1892, c. 668. Under the Apl. 24, 1 893 ; see also People t-. Mar- 
 former statute see People v. Rice, 57 tins, 10 St. Rep. 650, affi'd by U. S. 
 Hun 486, 128 N. Y. 591. Supreme Ct. as above. 
 
1 66 TAXATION LAWS. 
 
 Stating specifically the amount of capital paid in, the date, 
 amount and rate per centum of each and every dividend 
 declared by their respective corporations, joint-stock 
 companies or associations, during the year ending with 
 the first day of said month. In all cases where any such 
 corporation, joint-stock company or association shall fail 
 to make or declare any dividend upon either its common 
 or preferred stock during the year ending as aforesaid, 
 or in case the dividend or dividends made or declared 
 upon either its common or preferred stock during the 
 year ending as aforesaid, shall amount to less than six 
 per centum upon the par value of the said common or 
 preferred stock, the treasurer and secretary thereof, after 
 being duly sworn or affirmed to do and perform the same 
 with fidelity, according to the best of their knowledge 
 and belief, shall, between the first and fifteenth days of 
 November, in each year, in which no dividend has been 
 made or declared as aforesaid, or in which the dividend 
 or dividends made or declared upon either its common 
 or preferred stock amounted to less than six per centum 
 upon the par value of said common or preferred stock, 
 estimate and appraise the capital stock of such company 
 upon which no dividend has been made or declared, or 
 upon the par value of which the dividend or dividends 
 made or declared amounted to less than six per centum, 
 at its actual value in cash, not less, however, than the 
 average price which said stock sold for during said year ; 
 and when the saftie shall have been so truly estimated 
 and appraised, they shall forthwith forward to the comp- 
 troller a certificate thereof, accompanied by a copy of 
 their said oath or affirmation, by them signed, and at- 
 tested by the magistrate or other person qualified to 
 administer the same ; provided, that if the comptroller 
 is not satisfied with the valuation so made and returned, 
 he is hereby authorized and empowered to make a valu- 
 
STATE TAXATION. 1 67 
 
 ation thereof and to settle an account upon the valuation 
 so made by him for the taxes, penalties and interest due 
 the State thereon ; and any association, corporation or 
 joint-stock company dissatisfied with the account so 
 settled, may within ten days appeal therefrom to a board 
 consisting of the secretary of State, attorney-general and 
 State treasurer, which board, on such appeal, shall affirm 
 or correct the account so settled by the comptroller, and 
 the decision of said board shall be final ; but such appeal 
 shall not stay proceedings unless the full amount of the 
 taxes, penalties and interest as due on said account, as 
 settled by the comptroller, be deposited with the State 
 treasurer. 
 
 L. 1880, c. 542, § I ; am'd L. 1881, c. 361. 
 
 Penalty for neglect to report.— If the said officers of any 
 such corporation, joint-stock company or association shall 
 neglect or refuse to furnish the comptroller, on or before 
 the fifteenth day of November of each and every year, 
 with the report aforesaid," or the certificate of appraise- 
 ment, and oath or affirmation, as the case may be, as re- 
 quired by the first section of this act, or to pay the tax 
 imposed on such corporation, company or association 
 within fifteen days after the first of January, as pro- 
 vided in the fourth section of this act, it shall be the duty 
 of the comptroller of the State to add ten per centum to 
 the tax of said corporation, company or association, for 
 each and every year for which such report or certificate 
 of appraisement an oath or affirmation were not so fur- 
 nished, or for which such tax shall not have been paid, 
 which percentage shall be assessed and collected with the 
 said tax in the usual manner of assessing and collecting 
 such taxes ; provided, that if said officers of any such cor- 
 poration, joint-stock company or association shall inten- 
 
 • See Cerbat Mining Co. v. State, 29 Hun 81. 
 
1 68 TAXATION LAWS. 
 
 tionally fail to comply with the provisions of the first or 
 fourth section of this act for one year, the comptroller 
 shall report the fact to the governor, who, if he shall be 
 made satisfied that such failure was intentional, shall there- 
 upon direct the attorney-general to take proceedings, in 
 the name of the people of this State, to declare the 
 charter or privileges of said corporation, joint-stock com- 
 pany or association forfeited, and at an end ; and for 
 such intentional failure duly found, the charter and privi- 
 leges of every such corporation, company or association 
 shall cease, end, and be determined. 
 
 Id. § 2, am'd L. 1881, c. 361. 
 (For form of report required, see post. Forms, XXVII.) 
 
 Corporations taxable; amount of tax. — Every corpora- 
 tion, joint-stock company, or association whatever, nov/ 
 or hereafter incorporated, organized, or formed under, 
 by, or pursuant to law in this state or in any other 
 state or country, and doing business in this state, 
 except only saving banks and institutions for sav- 
 ings, life insurance companies, banks, foreign insurance 
 companies, manufacturing or mining corporations, or 
 companies wholly engaged in carrying on manufacture, 
 or mining ores within this state, and agricultural and 
 horticultural societies, associations or corporations, which 
 exceptions, however, shall not include gas companies, 
 trust companies, electric or steam heating, lighting and 
 power companiesf shall be liable to and shall pay a tax, as 
 a tax upon its franchise or business, into the State treas- 
 ury annually, to be computed as follows : If the divi- 
 dend or dividends made or declared by such corporation, 
 joint-stock company or association, during any year end- 
 ing with the first day of November, amount to six or more 
 than six per centum upon the par value of its capital 
 stock, then the tax to be at the rate of one-quarter mill 
 
STATE TAXATION. 1 69 
 
 upon the capital stock for each one per centum of divi- 
 dends so made or declared ; or if no dividend be made or 
 declared, or if the dividend or dividends made or de- 
 clared do not amount to six per centum upon the par 
 value of said capital stock, then the tax to be at the rate 
 of one and one-half mills upon each dollar of the valua- 
 tion of the said capital stock, made in accordance with 
 the provisions of the first section of this act ; and in case 
 any such corporation, joint-stock company or association 
 shall have more than one kind of capital stock, as, for 
 instance, common and preferred stock, and upon one of 
 said stocks a dividend or dividends, amounting to six 
 or more than six per centum upon the par value thereof, 
 has been made or declared, and upon the other no divi- 
 dend has been made or declared, or the dividend or divi- 
 dends made or declared thereon amount 10 less than six 
 per centum upon the par value thereof, then the tax shall 
 be at the rate of one-quarter mill for each one per centum 
 of dividend made or declared upon the capital stock up- 
 on the par value of which the dividend or dividends made 
 or declared amount to six or more than six per centum, 
 and in addition thereto, tax shall be charged at the rate 
 of one and one-half mills upon each dollar of a valuation, 
 made also in accordance with the provisions of this act, of 
 the capital stock upon which no dividend was made or de- 
 clared, or upon the par value of which the dividend or divi- 
 dends made or declared did not amount to six per centum. 
 
 Id. § 3, asam'd L. i83i, c. 361; L. 1885, c. 359; L. i88g, c. 193; L. 1889, c. 
 353; L. 1890, c. 522. 
 
 Corporations and associations taxable under this law. — All corpora- 
 tions ' and joint-stock associations '^ organized for business purposes under 
 
 ' See People ex rel. American, etc. Tel. Co., gS N. Y. 67; People z/ Spring 
 
 Co. V. Wemple, 129 N. Y. 558; People Valley, etc. Co., 92 N. Y. 383. 
 V. Horn Silver Mining Co., 105 N. Y. ' See People ex rel. Piatt v. Wemple, 
 
 76; People V. Home Insurance Co., 117 N. Y. 136. 
 92 N. Y. 328; People v. Gold & Stock 
 
170 TAXATION LAWS. 
 
 the laws of this State except such as are within the stated exemptions in 
 the above section, and all corporations and joint-stocic associations or- 
 ganized under the laws of other States, territories, or countries and doing 
 business here ' except foreign insurance corporations, are taxable under 
 this section. The exemption in favor of manufacturing corporations has 
 been before the courts many times and in general it may be said that to 
 be exempt the corporation must create some new and artificial product.'^ 
 Gas, electric, or steam heating, lighting, and power companies are now 
 taxable, however, by special provision of the statute. 
 
 Amount of tax. — The amount of State tax payable by a corporation 
 varies with the amount of capital employed by it in this State (see post, 
 page 175), and it depends largely upon whether it is taxed upon dividends 
 or upon a valuation of its capital stock. If the dividends of a corporation 
 amount to six per cent, or over for the year ending on the first day of 
 November, then it is taxed at the rate of one-quarter mill upon its capital 
 stock for each one per cent, of dividend.' And in this event no valua- 
 tion is placed upon the capital by the comptroller. 
 
 If, however, the dividends of a corporation are less than six per cent, 
 for the year ending November first, or if no dividends are made or de- 
 clared, then a valuation of the capital stock employed in the State is de- 
 termined upon by the comptroller pursuant to the reports submitted to 
 him, and the tax is at the rate of one and one-half mills upon each dollar 
 of such valuation. 
 
 Duty to remit tax. — It shall be the duty of the treasurer 
 or other officer having charge of any corporation, joint- 
 stock company or association, upon which a tax is im- 
 posed by either of the preceding sections of this act, to 
 transmit the amount of said tax to the treasury of the 
 state within fifteen days after the first day of January in 
 each and every year. 
 
 Id. §4, as am'd L. i88t, c. 361. 
 
 Reports of insurance companies. — Hereafter it shall be 
 the duty of the president, secretary, or other proper offi- 
 
 ' See note i, p. i6g. Co. v. Brooklyn, 89 N. Y. 409; People 
 
 '' See People ex rel. Brush Electric v. Knickerbocker Ice Co., 99 N. Y. 
 
 Mfg. Co. V. Wemple, 129 N. Y. 543; 181. See also Evening Journal Asso. t/. 
 
 People ex rel. Edison Electric 111. Co. State Board of Assessors, 18 Vroom 
 
 V Wemple, 129 N. Y. 664; People v. (N. J.) 36; Printing Co. v. Assessors, 
 
 Horn Silver Mining Co., 105 N. Y. 76; 22 Vroom (N. J.) 75. 
 People V. N. Y. Floating, etc. Dock '' See People w. Albany Ins. Co., 92 
 
 Co., 92 N. Y. 487; Nassau Gas Light N. Y. 458. 
 
STATE TAXATION. I7I 
 
 cer of every insurance company and every association or- 
 ganized or incorporated by or under any law of this state, 
 and of every person or partnersiiip doing an insurance 
 business in this state (except life insurance companies, 
 and purely mutual beneficial associations, whose fund for 
 the benefit of members, their families or heirs, is made up 
 entirely of contributions of their members, and the accu- 
 mulated interest thereon), to make report in writing to 
 the comptroller annually upon the first day of August in 
 each year, after the first day of August, eighteen hundred 
 and eighty-one, setting forth the entire amount of premi- 
 ums received on business done in this state by such com- 
 pany or association, person or partnership during the year 
 ending with the preceding thirtieth day of June, whether 
 the said premiums were in money or in the form of notes, 
 credits, or any other substitute for money, and every 
 such company, association, person or partnership shall 
 pay into the state treasury, at the date aforesaid, a tax, as 
 a tax on its corporate franchise or business, at the rate of 
 eight-tenths of one per centum upon the gross amount 
 of said premiums. And every company or association 
 organized under the laws of any other state or country, 
 and every person or partnership doing an insurance busi- 
 ness in this state, except as aforesaid, shall pay into the 
 treasury on the first day of August in each year a tax at 
 the rate of eight-tenths of one per centum on their gross 
 premiums received by them on business transacted in this 
 state during the year ending with the preceding thirtieth 
 day of June, whether the said premiums were in money 
 or in the form of notes, credits, or any other substitute 
 for money. And every such company, association, per- 
 son, partnership, or the agents and officers thereof in this 
 state, shall make report in writing to the comptroller 
 annually upon the first day of August in each year, set- 
 
172 TAXATION LAWS. 
 
 ting forth the entire amount of premiums received dur- 
 ing the period aforesaid. Provided, that the reports 
 above required shall be made under oath or affirmation, 
 and that it shall be the duty of the comptroller of the 
 state to add ten per centum to the account of any com- 
 pany, association, person, or partnership, which shall neg- 
 lect or refuse for a period of tbirty days to make the said 
 report, or to pay into the state treasury the tax imposed 
 by this section. And it shall also be the duty of the 
 president, secretary, or other proper officer of each and 
 every insurance company, association, partnership, and of 
 every person liable to be taxed under this section, to 
 make a report in writing to the comptroller on the first 
 day of August, eighteen hundred and eighty-one, under 
 oath or affirmation, of the entire amount of premmms 
 received on business done in this state during the six 
 months ending with the preceding thirtieth day of June, 
 and to pay a tax at the rate of eight-tenths of one per 
 centum thereon. And it shall be the duty of the comp- 
 troller of the state to add ten per centum to the account 
 of any company, association, person or partnership, which 
 shall neglect or refuse for a period of thirty days to make 
 the said report, or to pay into the state treasury the tax 
 imposed. 
 
 Id. § 5, as am'd L. 1881, c. 361. 
 
 Tax on gross earnings of transportation corporations. — 
 In addition to the taxes above provided for, every corpo- 
 ration formed fgr railroad, canal, steamboat, ferry, ex- 
 press, navigation or transportation purposes, and every 
 elevated railway company, and every other corporation, 
 joint-stock company or association now or hereafter in- 
 corporated or organized by or under any law of this state, 
 or now or hereafter incorporated or organized by or un- 
 der the laws of any other state or country and doing busi- 
 
STATE TAXATION. 1 73 
 
 ness in this state, and owning, operating or leasing to or 
 from another corporation, joint-stock company or asso- 
 ciation, any railroad, canal, steamboat, ferry, ex press, navi- 
 gation, pipe-line or transportation route or line, or ele- 
 vated railway, or other device for the transportation of 
 freight or passengers, or in any way engaged in the busi- 
 ness of transporting freights or passengers, and every tele- 
 graph company or telephone company incorporated un- 
 der the laws of this or any other state, and doing business 
 in this state, and every express company or association, 
 palace car or sleeping car company or association, incor- 
 porated or unincorporated, doing business in this state, 
 shall pay to the state treasurer for the use of the state, as 
 a tax upon its corporate franchise or business in this state, 
 a tax, at the rate of five-tenths of one per centum upon 
 the gross earnings in this state of said corporation or 
 company or association, for tolls, transportation, tele- 
 grah, telephone or express business transacted in this 
 state. 
 
 Id. §6, as am'd L. 1881, c. 361. 
 
 Tax of these corporations, when payable. — The tax im- 
 posed under section six of this act shall, after the first 
 day of August, eighteen hundred and eighty-one, be paid 
 annually on the first day of August of each year. It 
 shall be the duty of the president, secretary or other 
 proper officer of the corporations, joint-stock companies 
 or associations referred to in section six of this act to 
 transmit to the comptroller, on the first day of August 
 in each year, a statement under oath or affirmation, of 
 the amount of the gross earnings of the said associations, 
 corporations or joint-stock companies derived from all 
 sources during the year ending with the preceding thirti- 
 eth day of June, together with the amount of tax im- 
 posed thereon by section six. And it shall also be the 
 
174 TAXATION LAWS. 
 
 duty of the president, secretary or other proper officer of 
 the corporations, joint-stock companies or associations re- 
 ferred to in section six of this act, to transmit to the comp- 
 troller on the first day of August, eighteen hundred and 
 eighty-one, a statement under oath or affirmation of the 
 amount of the gross earnings of the said associations, corpo- 
 rations or joint-stock companies derived from all sources 
 during the six months ending with the thirtieth day of J une, 
 eighteen hundred and eighty-one, together with the tax im- 
 posed thereon by section six of this act. And if any such 
 corporation, joint-stock company or association shall neg- 
 lect or refuse, for a period of thirty days after any tax 
 imposed by sections six or seven of this act becomes due, 
 to make returns or to pay the same, the amount thereof, 
 with the addition of ten per centum thereto, shall be col- 
 lected for the use of the state as other taxes are recover- 
 able by law from such corporation, joint-stock company 
 or association. 
 
 Id. §7, as am'd L. 1881, t. 361. 
 
 Corporations taxable hereunder exempt from other state 
 tax. — The corporations, joint-stock companies and asso- 
 ciations mentioned in this act as taxable shall hereafter 
 be exempt from assessment and taxation for state pur- 
 poses, except upon their real estate, and as herein pro- 
 vided ; but they shall in all other respects be liable to 
 assessment and taxation as heretofore.' 
 
 Id. § 8, as am'd L. 1881, c. 361. 
 
 Taxes, how to be applied. — The taxes imposed by this 
 act, and the revenue derived therefrom, shall be applicable 
 to the payment of the ordinary and current expenses of 
 the state, and if any corporation, joint-stock company. 
 
 ' See People v. Davenport, gi N. Y. 311 ; People v. Gold & Stock Tel. Co.* 
 574; People V. Fire Asso., 92 N. Y. 98 N. Y. 67. 
 
STATE TAXATION. 1 75 
 
 person, partnership or association shall neglect or refuse 
 to pay any tax by this act required to be paid, the same 
 may be sued for in the name of the people of the state, 
 and recovered in any court of competent jurisdiction, in 
 an action to be brought by the attorney-general at the 
 instance of the comptroller. 
 
 Id. §9, as am'd L. 1881, c. 361. 
 
 Saving clause. — All obligations, liabilities and taxes 
 heretofore incurred or imposed under said act, chapter 
 five hundred and forty-two of Laws of eighteen hun- 
 dred and eighty, are saved, and shall be enforced as if 
 the said act had not been hereby amended. 
 
 Id. § ro, as am'd L. 1881, c. 361. 
 
 Capital employed in the state the basis of taxation. — The 
 amount of capital stock which shall be the basis for tax 
 under the provisions of section three of this act, in the 
 case of every corporation, joint-stock company and asso- 
 ciation liable to taxation thereunder, shall be the amount 
 of capital stock employed within this state. In making 
 to the comptroller the report in writing or certificate of 
 estimate and appraisal of the capital stock of such cor- 
 poration, joint-stock company or association provided 
 for by the first section of this act, it shall be the duty of 
 the president or treasurer thereof, as the case may be, to 
 state specifically the amount of capital stock employed 
 within this state, of such corporation, joint-stock com- 
 pany or association. Whenever the comptroller is dis- 
 satisfied with such report or certificate of estimate and 
 appraisal, as the case may be, of any corporation, joint- 
 stock company or association whose capital is only par- 
 tially employed within this state, he is authorized and 
 empowered to ascertain, fix and determine the amount 
 
176 TAXATION LAWS. 
 
 of capital employed within this state, and to settle an 
 account for the taxes and penalties due the state thereon. 
 
 L. 1882, u. 151, as am'd L. 1885, c. 501. 
 
 Importance of the above provision. — The above Section is of great im- 
 portance to all business corporations, whether organized under the laws 
 of this State or of some other State. Its purpose was to prevent double 
 taxation, and it authorizes taxation here only upon property employed 
 here. Before its enaction the law, although constitutional, was deemed 
 very severe.' The method of determining the amount of property em- 
 ployed in the State is outlined in the section, but there is much conten- 
 tion in the courts as to what is doing business in the State and as to how 
 the value of the capital employed here shall be determined. The bank 
 account of the corporation, its office or factory expenses in the State, the 
 value of its personal property here, the amount of sales made by it in 
 the State, are all elements that are taken into account.'' 
 
 Comptroller may examine books. — Whenever any cor- 
 poration, joint-stock company or association liable to 
 make reports or certificates of estimate and appraisal to 
 the comptroller, under any of the provisions of this act, 
 shall neglect or refuse to make such report or reports 
 within the time prescribed in this act, or shall make such 
 report or certificate as shall be unsatisfactory to the 
 comptroller, the comptroller is authorized to examine, or 
 cause to be examined, the books and records of anv such 
 corporation, joint-stock company or association, and to 
 fix and determine the amount of tax and penalty due in 
 pursuance of the provisions of this act, either from the 
 said books and records, or from any other data in his 
 possession which shall be satisfactory to him, and to set- 
 tle on account for said tax and penalty, together with the 
 expenses of such examination, against said corporation, 
 joint-stock company or association. 
 
 Id. § 12. See L. 1882, u. 151; L. 1885, t. 501. 
 
 ' See People v. Horn Silver Mining Clock Co. v. Wemple. 133 N. Y. 323; 
 
 Co., 105 N. Y. 76. See 143 U. S. 305. People ex rel. Southern Cotton Oil Co. 
 
 'See People ex rel. Seth Thomas ». Wemple, 131 N. Y. 64; People if.* >r/. 
 
STATE TAXATION. 177 
 
 Comptroller may call witnesses, etc. — Whenever the 
 comptroller shall deem it necessary or important to ex- 
 amine any person as a witness upon any subject or matter 
 relating to the amount of capital stock of such corpora- 
 tion, or to use, examine or inspect any book, account, 
 voucher or document in possession of any officer of such 
 corporation, or other person, or under his control, relating 
 to such capital stock and tax, he shall have the power to 
 issue a subpoena in proper form, commanding such per- 
 son or officer to appear before him or some person desig- 
 nated as comntiissioner by him by an appointment in 
 writing, filed in the office of such comptroller, at a time 
 and at the place where the principal office of such cor- 
 poration is situated Within this state in such subpoena 
 specified, to be examined as a witness, and such subpoena 
 may contain a clause requiring such person or officer to 
 produce on such examination all books, papers and docu- 
 ments in his possession or under his control, relating to 
 the capital stock of such corporation and the amount 
 thereof employed within this state. Such subpoena shall 
 be served upon the person named by showing him the 
 original subpoena and delivering to and leaving with 
 him at the same time a copy thereof. The comptroller 
 or the commissioner so designated by him as aforesaid 
 may administer oaths to such persons as he may desire to 
 examine, so brought before him by subpoena or other- 
 wise, and examine them on oath in relation to any mat- 
 ter which may in any wise be material in determining the 
 amount of the tax to be paid by any such corporation, 
 joint-stock company or association as aforesaid. When- 
 ever any person duly subpoenaed to appear and give evi- 
 
 American, etc Co. v. Wemple, 129 People z/. Am. Bell Tel. Co., 117 N.Y. 
 
 N. V. 558; People ex rel. Davis Colby, 241; People v. Equitable Trust Co., 96 
 
 etc. Co. V Campbell, 48 St. Rep. 817; N. V. 389. 
 12 
 
178 TAXATION LAWS. 
 
 dence as aforesaid, or to produce any books and papers 
 as hereinbefore provided, shall neglect or refuse to appear 
 or to produce such books and papers according to the 
 exigency of such subpoena, or shall .refuse to testify 
 before said comptroller or the commissioner so designated 
 by him, or to answer any proper and pertinent question, 
 he shall be deemed in contempt, and thereupon any jus- 
 tice of the Supreme Court of the judicial district within 
 which the principal office of such corporation within this 
 state is situated shall, upon the motion of the comptroller, 
 based upon affidavit showing the commission of the 
 offense, either, first, make an order requiring the accused 
 to show cause before him, at a time and place specified 
 therein, why the accused should not be punished for the 
 alleged offense ; or, second, issue a warrant of attachment 
 directed to the sheriff of a particular county, or generally 
 directed to the sheriff of any county where the man may 
 be found, commanding him to bring him before said jus- 
 tice either forthwith or at a time and place therein speci- 
 fied, to answer for the alleged offense. On the return of 
 said attachment and the production of the body of the. 
 defendant therein the said justice shall have jurisdiction 
 in the matter, and the person charged may purge himself 
 of the contempt in the same way, and the same proceed- 
 ings shall be had, and the same penalties may be imposed 
 and the same punishments inflicted as in the case of a 
 witness subpoenaed to appear and give evidence as is pre- 
 scribed in title t^iree, chapter seventeenth of the Code of 
 Civil Procedure, in proceedings to punish a contempt of 
 court other than a criminal contempt. 
 
 L. 1882, c. 151, asam'd L. 1885, c. 501. 
 
 Adjusting back taxes. — The comptroller is hereby au- 
 thorized and directed, upon application to him made by 
 any corporation, joint-stock company or association, to 
 
STATE TAXATION. I 79 
 
 make, settle and adjust all accounts against such corpo- 
 ration, joint-stock company or association, for all taxes 
 and penalties arising under the third section of this act 
 since the twelfth day of May, a.d. eighteen hundred and 
 eighty-two, by taking as a basis for taxation the capital 
 employed within the state by such corporation, joint- 
 stock company or association. Provided, however, that 
 such corporation, joint-stock company or association shall 
 not be entitled to the benefit of a settlement upon such 
 basis unless it shall have secured such adjustment and 
 paid into the treasury the full amount of the taxes so set- 
 tled, before the first day of August, eighteen hundred and 
 eighty-five, nor shall this section apply to the case of any 
 tax for which suit shall have been heretofore brought by 
 the attorney-general, in which suit the trial has been com- 
 menced, or in which judgment shall have been entered 
 heretofore for the people for the amount of said tax. 
 Any corporation, joint-stock company or association 
 whose capital has heretofore been only partially employed 
 within this state, and which is now liable for taxes arising 
 under the third section of this act since the twelfth day 
 of May, A.D. eighteen hundred and eighty-two, and which 
 are still due and unpaid, may, at any time prior to the 
 first day of August, eighteen hundred and eighty-five, 
 pay to the state treasurer, for the use of the state, in full 
 discharge of the same, such sum of money as shall be 
 fixed by the comptroller as the tax due for the said 
 period by the said corporation, joint-stock company or 
 association, upon the basis of the capital employed within 
 the state. Provided, that this section shall not apply to 
 the case of any tax for which suit may have heretofore 
 been brought by the attorney-general, and for which judg- 
 ment shall have been entered therein, or if in such suit 
 trial has been commenced. 
 
 Id. § 14. See L. 1885, c. 501. 
 
l8o TAXATION LAWS. 
 
 Interest thereon. — All accounts hereafter settled by the 
 comptroller agreeably to the provisions of this act shall 
 bear interest from a date thirty days after the sending of 
 notice of settlement, hereinafter provitled for, until full 
 payment thereof shall be made. 
 
 Id. 5 15. See L. 1885, c. 501. 
 
 Corporations to have notice. — It shall be the duty of 
 the comptroller after making with any partnership, cor- 
 poration, joint-stock company or association, liable to tax- 
 ation under any of the provisions of this act, the settle- 
 ment of such taxes, to forthwith send notice hereof, in 
 writing, to such person, partnership, corporation, joint- 
 stock company or association, which notice may be sent 
 by mail to the post-office address of such corporation, 
 joint-stock company or association. 
 
 Id. § 16. See L. 1885, c. 501. 
 
 Reviewing comptroller's decision. — No writ of certiorari 
 to review the determination and settlement of the comp- 
 troller as to the amount of capital used within the state 
 by any corporation, joint-stock company or association, 
 and as to the tax and penalty to be paid thereon, shall be 
 granted, except application therefor be made within thirty 
 days after service upon such corporation, joint-stock com- 
 pany or association by the comptroller of notice of such 
 settlement. Nor shall any such writ be granted except 
 the papers upon which motion therefor is to be made, 
 including notice of motion, shall have been served upon 
 the comptroller at least eight days before such motion, 
 nor unless the corporation, joint-stock company or asso- 
 ciation applying for such writ shall, before making such 
 motion, have deposited with the state treasurer the full 
 amount of taxes, penalties and charges so settled and ad- 
 justed by the comptroller, and filed with him an under- 
 
STATE TAXATION. l8l 
 
 taking in such amount, and with such sufficient sureties 
 as shall be approved by one of the justices of the supreme 
 court of this state, to the effect that if said writ be vacated, 
 and the determination of the comptroller sustained, the 
 applicant for the writ will make payment of all costs and 
 charges which may accrue against such applicant in the 
 prosecution of such writ including costs on all appeals. 
 
 Id. § 17. See L. 1885, c. 501. 
 
 Warrant to collect taxes.— After the expiration of thirty 
 days from the service by the comptroller of notice of the 
 settlement aforesaid, if no proceedings shall have been 
 taken to review the same, as provided by this act, or if 
 the deposit with the state treasurer of the amount of the 
 said settlement, together with the undertaking, as pro- 
 vided for by this act, shall not then have been made, it 
 shall be lawful for the comptroller to issue his warrant or 
 warrants under his hand and seal of office directed to the 
 sheriff of any county in this state, commanding him to 
 levy upon and sell the goods and chattels, lands and tene- 
 ments of the said corporation, joint-stock company or as- 
 sociation found within the said county, for the payment 
 of the amount of said settlement, together with interest 
 thereon and costs of executing such warrant, and to re- 
 turn the said warrant to the comptroller, and pay to the 
 state treasurer the money which shall be collected by 
 virtue thereof, by a certain time therein to be specified, 
 not less than sixty days from the date of such warrant. 
 Such warrant shall be a lien upon and shall bind the per- 
 sonal estate of the person, partnership, corporation, joint- 
 stock company or association against whom it shall be 
 issued, from the time an actual levy shall be made by 
 virtue thereof, and the sheriff to whom such warrant shall 
 be directed shall proceed upon the same in all respects 
 
I 82 TAXATION LAWS. 
 
 with the like effect and in the same manner as prescribed 
 by law in respect to executions issued against property 
 upon judgments rendered by a court of record, and shall 
 be entitled to the same fees and costs for his services in 
 executing the same to be collected in the same manner. 
 
 Id. § i8. See L. 1885, c. 501. 
 
 Comptroller may revise account.— The comptroller may 
 at any time revise and readjust any account theretofore set- 
 tled against any person, association, corporation or joint- 
 stock company, by himself or any preceding comptroller, 
 for taxes arising under this act or the act to which it 
 is an amendment, whenever it shall be made to appear 
 by evidence submitted to him that the same has been 
 illegally paid or so made as to include taxes which could 
 not have been lawfully demanded and shall resettle the 
 same according to law and the facts, and charge or credit 
 as the case may require the difference, if any, resulting 
 from such revision and resettlement upon the current 
 accounts of such person, association, corporation or joint- 
 stock company. 
 
 § Jg. See L. iSSg, c. 463. 
 
 Power of Supreme Court to review.— The action of the 
 comptroller upon any application made to him by any 
 person or corporation for a revision and resettlement of 
 accounts as provided in this act may be reviewed, both 
 upon the law and the facts, upon certiorari by the 
 Supreme Court«at the instance either of the party mak- 
 ing such application or of the attorney-general in the 
 name and in behalf of the people of this state, and for that 
 purpose the comptroller shall return to such certiorari the 
 accounts and all the evidence submitted to him on such 
 application, and, if the original or resettled accounts shall 
 be found erroneous or illegal by that court either in 
 
STATE TAXATION. 1 83 
 
 point of law or of fact the said accounts shall be there 
 corrected and restated by the said Supreme Court and 
 from any such determination of the Supreme Court an 
 appeal may be taken by either party to the Court of 
 Appeals as in other cases. ' 
 
 § 20. See L. i88g, c. 463. 
 
 Application of L. 1889, c. 463.— None of the provisions 
 of this act shall apply to any taxes heretofore paid by 
 any person or corporation in pursuance of a judgment or 
 order of a court or by virtue of any stipulation. 
 
 L. i88g, c. 463. 
 
 Persons reporting evasions of taxes to be compensated. 
 — For the better enforcement of chapter five hundred 
 and forty-two, of the laws of eighteen hundred and eighty, 
 and the acts amendatory thereof, it shall be lawful for 
 any person having knowledge of the evasion of taxation 
 under said acts by any association, corporation or joint- 
 stock company liable to taxation thereunder, to report 
 such fact to the comptroller, together with such informa- 
 tion as may be in his possession as may lead to the re- 
 covery of such taxes from said association, corporation 
 or joint-stock company; and whenever in the opinion of 
 the attorney-general or comptroller the interests of the 
 state require it, either of them is hereby authorized to 
 employ such person so reporting such evasion to assist 
 in the collection and preparation of evidence and in the 
 prosecution and trial of suits for such taxes ; and so much 
 of the sum collected from such delinquent association, 
 corporation or joint-stock company, by reason of such 
 report or such services, as shall have been agreed upon 
 by such person and the attorney-general or comptroller 
 
 ' See People ex rel. Edison III. Co. v. Wemple, 133 N. Y. 617. 
 
1 84 TAXATION LAWS. 
 
 as a compensation therefor, shall be paid to such person, 
 provided that the sum so paid shall not exceed ten per 
 centum of the amount so collected ; and provided further, 
 that nothing whatever shall be paid to such person for 
 such purpose unless there shall be a recovery of taxes 
 from such delinquent association, corporation or joint- 
 stock company by reason of such report or such services. 
 
 L. 1886, c. 266, § I. 
 
 Local taxation of corporations. — In addition to their State taxes 
 corporations must also pay taxes in the localities where their principal 
 offices are established; And corporations exempted from the provisions 
 of the State Law are not exempted from local taxation. 
 
 The principal law now governing the local taxation of business corpora- 
 tions was enacted in 1857, and when it was adopted there was no law pro- 
 viding for the State taxation of these bodies. It was therefore the one 
 law under which their capital was taxed and it formed the one system of 
 corporate taxation. 
 
 Notwithstanding the increased taxation now put upon these corpora- 
 tions by the new system of State taxation, including the organization tax 
 law, the old law of 1857 has been allowed to continue in existence un- 
 changed and frequent threats are made by the legislature of the State 
 to make it more stringent. Business corporations derive none of their 
 authority from the local authorities, and they do not obtain from the 
 State any public or monopolistic powers. They are brought into com- 
 petition with partnerships, and although it is reasonable to insist that 
 corporate charters are valuable and that even business corporations must 
 pay their share toward the support of the government, it is not reason- 
 able to tax them for organization at an exceedingly high rate, then to tax 
 them annually for State purposes at a high rate and finally to turn them 
 over to the local authorities and allow them to proceed as though no 
 taxes at all had yet been paid and re-tax them under a law which formerly 
 represented their total amount of taxation on capital. 
 
 For corporations located in cities this is particularly unjust. There, the 
 amounts paid for local taxes are out of all proportion to the returns made 
 by the locality to the corporation, and they are in the highest degree bur- 
 densome. With a revision of our tax laws which although delayed must 
 eventually come, it is to be hoped that a more liberal, consistent, and just 
 law for local taxation may be adopted. The best course a corporation 
 can take to forestall severe taxation under existing laws is to establish 
 its principal office where local taxation is not heavy. 
 
 What corporations liable to taxation.— All moneyed or 
 stock corporations deriving an income or profit from 
 
LOCAL TAXATION. 1 85 
 
 their capital, or otherwise, shall be liable to taxation on 
 their capital, in the manner hereinafter prescribed. 
 
 See I R. S. 414, § i; Birdseye's Ed., vol. 3, p. 3008. 
 
 President, etc., to deliver annual statement to assessors. — 
 The president, cashier, secretary, treasurer or other proper 
 officer, of every such incorporated company, shall, on or 
 before the first day of July in each year, make and deliver 
 to the assessors, or one of them, of the town or ward in 
 which such company is liable to be taxed, according to 
 the provisions of the sixth section of the second Title of 
 this Chapter, a written statement, specifying 
 
 1. The real estate, if any, owned by such company, 
 the towns or wards in which the same is situated, and 
 the sums actually paid therefor : 
 
 2. The capital stock actually paid in and secured to be 
 paid in, excepting therefrom the sums paid for real estate, 
 and the amount of such capital stock held by the state, 
 and by any incorporated literary or charitable institution : 
 And, 
 
 3. The town or ward in which the principal office or 
 place of transacting the financial business of such com- 
 pany, is situated ; or if there be no such principal office, 
 the town or ward in which its operations are carried on, 
 or in which it is liable to be taxed, under the provisions 
 of this Chapter. Id. §2. 
 
 Report to comptroller. — The president or other proper 
 officer of every such company shall also deliver to the 
 comptroller, on or before the first day of July in each 
 year, a written statement, containing the same matters 
 required by the foregoing section to be specified in the 
 statement, to be delivered to the assessors. The state- 
 ments required by this and the preceding section of this 
 Title, shall be certified under the oath of the said presi- 
 
1 86 TAXATION LAWS. 
 
 dent or other proper officer to be in all respects just and 
 true. Id. § 3. 
 
 Penalty for omission to make statement ; how collected. — 
 If the statements above required, or either of them, shall 
 not be furnished by any company to the assessors and to 
 the comptroller, within thirty days after the time above 
 provided, the company neglecting to furnish such state- 
 ments or either of them, shall forfeit to the people of 
 this state, for each statement omitted to be furnished, 
 the sum of two hundred and fifty dollars ; and it shall 
 be the duty of the comptroller to furnish the attorney- 
 general with an account of all companies that shall neg- 
 lect to render such lists, that he may prosecute for the 
 penalties hereby imposed. Id. § 4. 
 
 (For form of report in the city of New York, see post. Forms, XXVIIl.) 
 
 When suit may be discontinued. — If any company, that 
 shall be prosecuted for any such penalty, shall pay the 
 costs of prosecution and furnish the statement required, 
 the comptroller, if he shall be satisfied that the omission 
 was not wilful, may, in his discretion, discontinue such 
 suit. Id. § 5. 
 
 How corporations to be assessed. — The assessors shall 
 enter all incorporated companies from which such state- 
 ments shall have been received by them, and the prop- 
 erty of such companies, and the property of all other 
 incorporated companies, liable to taxation in their re- 
 spective towns, in their assessment rolls, in the following 
 manner : 
 
 I. They shall, insert in the first column of their assess- 
 ment rolls the name of each incorporated company in 
 their respective towns or wards liable to taxation on its 
 capital or otherwise ; and under its name they shall 
 specify the amount of its capital stock paid in, and 
 
LOCAL TAXATION. 1 87 
 
 secured to be paid in, the amount paid by such company 
 for real estate then belonging to such company, wherever 
 the same may be situated, the amount of all surplus 
 profits, or reserved funds, exceeding ten per cent, of 
 their capital, after deducting therefrom the said amount 
 of said real estate, and the amount of its stock, if any, 
 belonging to the state and to incorporated literary and 
 charitable institutions. 
 
 2. In the second column, they shall enter the quantity 
 of real estate owned by such company, and situated 
 within their town or ward ; and in the third column, the 
 actual value thereof, estimated as in other cases. 
 
 3. In the fourth column, they shall enter the amount 
 of the capital stock of every incorporated company paid 
 in, and secured to be paid in, and all of such surplus 
 profits or reserved funds as aforesaid, after deducting the 
 sums paid out for all the real estate of such company, 
 wherever the same may be situated and then belonging 
 to it, and the amount of stock, if any, belonging to the 
 people of this state and to incorporated literary and 
 charitable institutions. 
 
 Id. § 6, as am'd L. 1853, c. 654, § i. 
 
 Proceedings on application to assessors to reduce valu- 
 ation. — Whenever any person on his own behalf, or on 
 behalf of those whom he may represent, shall apply to 
 the assessors of any town or ward to reduce the value of 
 his real and personal estate, as set down in the assess- 
 ment roll, it shall be the duty of such assessors to examine 
 such person under oath touching the value of his or 
 their said real or personal estate ; and after such exam- 
 ination, and such other supplementary evidence, under 
 oath, as shall be presented by the party or person ag- 
 grieved, they shall fix the value thereof at such sum as 
 
l88 TAXATION LAWS. 
 
 they may deem just, under the rule prescribed by section 
 * of this title ; but if such pei-son shall refuse to answer 
 any question as to the value of his real or personal estate, 
 or the amount thereof, or present sufficient supplement- 
 ary evidence, under oath, to justify a reduction, the said 
 assessors shall not reduce the value of such real or per- 
 sonal estate. The examination so taken shall be written, 
 and shall be subscribed by the person examined, and 
 shall be filed in the office of the town clerk of the town 
 or city in which such assessment shall be made ; and any 
 person who shall willfully swear false on such examina- 
 tion before the assessors, shall be deemed guilty of wilful 
 and corrupt perjury. It shall also be the duty of the as- 
 sessors, whenever the valuation fixed tof them, after such 
 examination, shall exceed that sworn to by the aggrieved 
 party or person, to endorse on the written examination, 
 the words " Disagreed to by the undersigned assessors, 
 under the rule prescribed for making assessments, by 
 section fifteen, article two, title two, chapter thirteen, 
 part one, of the Revised Statutes, and in view of the 
 obligations imposed by the deposition and oath, sub- 
 scribed and made on the completion of the assessment 
 roll, to which this disagreement refers." It shall be the 
 duty of the assessors on the same occasion, to furnish 
 the aggrieved party or person a duplicate copy of the 
 before mentioned written examination, together with the 
 endorsement of disagreement aforesaid, duly signed.' 
 
 L. 1851, c. 176, § 6, af am'd L. 1857, t. 536, § 5. See i R. S. 416, § 8. 
 Birdseye's Ed., vol. 3, p. 2966. 
 
 Taxes to be stated and collected. — The amount of 
 taxes assessed on all incorporated companies liable to 
 
 ' See People ex rel. McMaster v. * So in original. 
 Supervisors of Niagara, 4 Hill 20 ; f So in original. 
 Utica Cotton M'f'g Co v. Supervisors 
 of Oneida, i Barb. Ch. 432. 
 
LOCAL TAXATION. 1 89 
 
 taxation, shall be set down by the board of supervisors, 
 in the fifth column of the corrected assessment roll, and 
 shall form a part of the moneys to be collected by the 
 collector. 
 
 See I R. S. 417, § 15, as am'd L. 1857, c. 456, § 2 ; Birdseye's Ed., vol. 3, p. 3009. 
 
 ^Capital stock, etc., of corporation taxable. — The cap- 
 ital stock of every company liable to taxation, except 
 such part of it as shall have been excepted in the assess- 
 ment roll, or as shall have been exempted by law, to- 
 gether with its surplus profits or reserved funds, exceed- 
 ing ten per cent of its capital, after deducting the assess- 
 ed value of its real estate, and all shares of stock in other 
 corporations actually owned by such company, which are 
 taxable upon their capital stock under the laws of this 
 state, shall be assessed at its actual value, and taxed in 
 the same manner as the other personal and real estate of 
 the county. 
 
 See L. 1857, c. 456, § 3 ; Birdseye's Ed., vol. 3, p. 2954. 
 
 How a corporation is taxable for local purposes. — The provision last 
 given is the controlling law now applicable to the local taxation of 
 domestic corporations. The courts have construed the law in a great 
 variety of ways, and what it now means is not clear. Cases are con- 
 stantly arising under it, and although the Court of Appeals has said that 
 the share stock is the property of the shareholders and is not to be taxed,' 
 the commissioners of taxes in New York City were recently upheld in 
 taking the value of the share stock as their basis of taxation.' The as- 
 sessed valuation of real estate owned by the corporation in this State, 
 and the actual value of real estate owned by the corporation elsewhere, 
 should be deducted from the amount of taxable capital.' United States 
 
 ' People ex rel. Union Trust Co. v. People ex rel. Williamsburgh Gas Light 
 
 Coleman, 126 N. Y. 433. Co. v. Assessors of Brooklyn, 76 N. Y. 
 
 ' People ex rel. Central Crosstown 202. 
 
 R. Co. V. Barker (Sup. Ct. S. T.), N. ' See People ex rel. Fairfield Chem- 
 
 Y. L. J., Dec. 10, 1892. Upon the ical Co. v. Coleman, 115 N. Y. 178 ; 
 
 subject of what is taxable as capital, People ex rel. Panama R. Co. v. Com- 
 
 see People ex rel. Union Trust Co. v. missioners of Taxes, 104 N. Y. 240 ; 
 
 Coleman, 126 N. Y. 433, where the People ex rel Butchers' Hide, etc. Co. 
 
 former authorities are elaborately re- v. Asten, 100 N. Y. 597; People ^xr^/. 
 
 viewed ; and as to what is surplus, see Twenty-third St. R. Co. v. Commis- 
 
I go 
 
 TAXATION LAWS. 
 
 securities and any shares of stock owned in corporations that are 
 taxable in this State or in foreign corporations may also be deducted. 
 Debts also should be deducted before a surplus fund can be taxed." Cor- 
 porations may be assessed differently in different localities,' and they 
 may be assessed whether or not they make the report required.* Pro- 
 ceedings to review assessments may be taken under L. 1880, c. 269 ' And 
 in case the proper affidavit is made showing that a corporation is not in 
 receipt of any income or profit either from its real or personal estate, no 
 tax will be imposed.'^ 
 
 Place of taxation. — The real estate of all incorporated 
 companies liable to taxation, shall be assessed in the 
 town or ward in which the same shall lie, in the same 
 manner as the real estate of individuals.' All the personal 
 estate of every incorporated company liable to taxation 
 on its capital, shall be assessed in the town or ward where 
 the principal office, or place for transacting the financial 
 concerns of the company, shall be ; ° or if such company 
 
 sioners of Taxes, 95 N. Y. 554; People 
 ex rel. Van Nest v. Commissioners of 
 Taxes, 80 N. Y. 573. See also People 
 ex rel. Central Crosstown R. Co. v. 
 Barker, N. Y. L. J., Dec. 10, i8g2. 
 
 ' See Davies' System of Taxation, p. 
 Toi ; International Life Assur. So. v. 
 Com. of Taxes, 28 Barb. 318 ; People 
 ex rel. Bank of Commerce v. Com. of 
 Taxes, 23 N. Y. 192 ; People ex rel. 
 Pacific Mail S. S. Co. v. Com. of Taxes, 
 64 N. Y. 541 ; People ex rel. Edison 
 Gen'l 111. Co. v. Tax Com'rs (Sup. Ct. 
 Cham.), N. Y. L. J., Dec. 8, 1892. 
 
 ' See People ex rel. West Side, etc. 
 R. Co. V. Com. of Taxes, 31 Hun 32 ; 
 People ex rel. Hanover F*-e Ins. Co. v. 
 Coleman. 44 Hun 47 ; People ex rel. 
 Broadway, etc. R. Co. v. Com. of 
 Taxes, i T. & C. 635 ; People ex rel. 
 Utica, etc. R. Co. v. Shields, 6 Hun 
 556; People ex rel. Bank of Commerce 
 V. Com. of Taxes, 23 N. Y. 192; People 
 ex rel. Pacific Mail S. S Co. v. Com. of 
 Taxes, 46 How. Pr. 315. 
 
 ' People ex rel. Parsons Mfg. Co. v. 
 Moore, ii St. Rep. 859. 
 
 ■• People ex rel. Mutual Un. Tel. Co. 
 V. Com. of Taxes, 99 N.Y. 254 ; Peo- 
 ple ^j; rel. Man. Fire Ins. Co. v. Com. 
 of Taxes, 76 N. Y. 64 ; People ex rel. 
 West Shore R. Co. v. Pitman, 9 St. 
 Rep. 469. 
 
 ' See People ex rel. W. U. T. Co. v. 
 Dolan, 126 N. Y. 166 ; People ex rel. 
 Warren v. Carter, 109 N. Y. 576; Peo- 
 ple ex rel. Smith v. Commissioners, lor 
 N. Y. 651 ; People ex rel. Church of 
 Holy Com. v. Assessors, 106 N. Y. 671; 
 People w. Com. of Taxes, 99 N. Y. 254. 
 
 ' See Utica Cotton Mfg. Co. v. 
 Supervisors of Oneida, i Barb. Ch. 432; 
 People ex rel. McMaster v. Super- 
 visors of Niagara, 4 Hill 20. 
 
 'See People v. Gold & Stock Tel. 
 Co., g8 N. Y. 67; Hudson River Bridge 
 Co. V. Patterson, 74 N. Y. 365. 
 
 ' See Peter Cooper's Glue Factory v. 
 McMahon, 15 Abb. N. C. 314; People v. 
 Assessors of Olean, rs St. Rep. 461; 
 People V. McLean, 80 N. Y. 254. 
 
FOREIGN CORPORATIONS. I9I 
 
 have no principal office, or place for transacting its finan- 
 cial concerns, then in the town or ward where the opera- 
 tions of such company shall he carried on. 
 
 See R. S., Part I., ch. 13, title 4, § 6, 8th Ed., p. 1094 ; Birdseye's Ed., p. 
 2962. 
 
 Local taxation of foreign corporations. — Foreign cor- 
 porations are not taxahle for local purposes under the 
 foregoing laws, but their property in this State is taxable 
 under the following statute : 
 
 " All persons and associations doing business in the 
 State of New York, as merchants, bankers or otherwise, 
 either as principals or partners, whether special or other- 
 wise, and not residents of this state, shall be assessed and 
 taxed on all sums invested in any manner in said busi- 
 ness, the same as if they were residents of this state ; and 
 said taxes shall be collected from the property of the 
 firms, persons or associations to which they severally 
 belong." ' 
 
 See L. 1855, c. 37. 
 
 Other taxation of foreign business corporations.— Corporations organ- 
 ized under the laws of other States, and transacting business here, are 
 also taxable under the State tax law as already seen.'^ They are taxed 
 on the same basis as domestic corporations, so far as the annual tax is 
 concerned, both being taxed upon the amount of capital employed in 
 the State.' Foreign corporations are not yet required to pay an organ- 
 ization tax in this State, although the bills revising the tax laws pre- 
 sented at the last session of the legislature all contained a provision 
 calling for the payment in the future of such a tax, based upon the capital 
 to be employed in the State. The real estate of foreign corporations is 
 taxed where located.* 
 
 ' See People ex rel. Keystone Gas state commerce, see People v. Penn- 
 
 Co. V. Assessors of Olean, 15 St. Rep. sylvania R. Co., N. Y. L. J. April 20, 
 
 462 ; International Life Assur. So. v. 1893. See also ante, p. 107 et seq. 
 
 Com. of Taxes, 28 Barb. 318. " See cases cited ante, n. 2, p. 176. 
 
 ^ Ante, pp. 168-170. As to when a *See i R. S. 389, §§ i, 2, 3, 4 ; 
 
 tax of this character is a tax upon inter- Birdseye's R. S., vol. 3, p. 2961. 
 
192 TAXATION LAWS. 
 
 Taxation of joint-stock associations. — Joint-stock associations have 
 this advantage over business corporations, namely, they are not subject 
 to the statute covering local taxation.' They are, however, subject to the 
 State tax law,' the organization tax law,' and the law of 1855, given on 
 the preceding page. 
 
 ' People ex rel. Winchester as Treas. Wemple, 117 N. Y. 136 ; Hoey v. Cole- 
 V. Coleman, 133 N. Y. 279, 45 St. Rep. man, 10 Ry. and Corp. L. J. 127, 
 217. See also People ex rel. Piatt v. 'Ante, p. ifcS. 
 
 ^ Ante, p. 164. 
 
APPENDIX. 
 
 13 
 
Transportation Corporations Law. 
 
 BEING LAWS OF 1 890, CHAPTER 566, ENTITLED: "AN ACT IN RELATION 
 TO TRANSPORTATION CORPORATIONS, EXCEPTING RAILROADS CON- 
 STITUTING CHAPTER FORTY OF THE GENERAL LAWS," WITH THE 
 AMENDMENTS OF 1 892, AND 1 893. 
 
 THE TRANSPORTATION CORPORATIONS LAW. 
 
 ARTICLE I. Ferry corporations (§§ i-6). 
 
 2. Navigation corporations (§§ 10-13). 
 
 3. Stage-coach corporations (§§ 20-22). 
 
 4. Tramway corporations (§§ 30-33). 
 
 5. Pipe line corporations (§§ 40-54). 
 
 6. Gas and electric light corporations (§§ 60-71). 
 
 7. Water-works corporations (§§ 80-85). 
 
 8. Telegraph and telephone corporations (§§ loo- 
 
 109). 
 
 9. Turnpike, plank-road and bridge corporations 
 
 (§§ 1 20-1 5 1). 
 10. Miscellaneous provisions (§§ 160-163). 
 
 ARTICLE I. 
 FERRY CORPORATIONS. 
 
 Section 1. Short title of chapter. 
 
 2. Incorporation of ferry corporations. 
 
 3. Payment of capital stock. 
 
 4. Powers. 
 
 5. Effect of failure to pay in capital stock. 
 
 6. Posting schedule of rates. 
 
 Section i. Short title of chapter. — This chapter shall be 
 known as the transportation corporations law. 
 
 § 2. Incorporation of ferry corporations. — Three or more 
 persons may become a corporation for conducting and manag- 
 ing a ferry, by executing, acknowledging and filing a certificate, 
 stating the name of the corporation, the places from and to 
 
 (195) 
 
196 TRANSPORTATION CORPORATIONS LAW. [§§ 3-6 
 
 which the ferry established or to be established shall run; the 
 term not exceeding fifty years for which the corporation is to 
 exist, the amount and number of shares of its capital stock ; the 
 number of directors thereof, not less than three nor more than 
 fifteen, and the names of the directors for the first year. 
 (For form see post. Forms, XXIX.) 
 
 § 3. Half of capital to be paid in before commencing busi- 
 ness. — No ferry corporation shall be authorized to commence 
 business until at least one-half its capital shall have been actu- 
 ally paid in, nor until affidavits of such payment, sworn to by a 
 majority of the directors, shall have been filed, in each of the 
 offices in which the certificate of incorporation is required to 
 be filed. 
 
 § 4. Powers. — In addition to the powers conferred by the 
 general and stock corporation laws, any such corporation shall 
 have power to take by grant from any authority entitled by the 
 laws of this State to make such grant, or by assignment, the 
 franchise or right to establish and maintain ferries, at the place 
 specified in the certificate of incorporation, and to hold and exer- 
 cise, such franchise or right and carry on the business appertain- 
 ing thereto, subject to the rights of the mayor, aldermen and 
 commonalty of the city of New York, or any other municipal 
 corporation, or of the owner or owners of any legally existing 
 ferry, or the vested rights of any other corporation whatever. 
 
 § 5. Effect of failure to pay in capital stock.— The capital 
 stock of every such corporation shall all be paid in, one-half 
 thereof within one year and the other half thereof within two 
 years from its incorporation, or such corporation shall be dis- 
 solved. 
 
 § 6. Must post schedule of rates. — Every corporation oper- 
 ating any ferry in this state, or between this state and any 
 other state, and from or to a city of five hundred thousand in- 
 habitants or over, shall post in a conspicuous and accessible 
 place in each of its ferry houses, in plain view of the passengers, 
 a schedule plainly printed in the English language, of the rates 
 of ferriage charged thereon and authorized by law to be charged 
 for ferriage over such ferry. 
 
§ lo] NAVIGATION CORPORATIONS. I97 
 
 ARTICLE II. 
 NAVIGATION CORPORATION.* 
 
 Section 10. Formation of corporation. 
 
 11. Navigation between additional ports. 
 
 12. Payment of capital stock. 
 
 13. Ferries unauthorized. 
 
 § 10. Formation of corporation. — Seven or more persons 
 may become a corporation, for the purpose of building for their 
 own use, equipping, furnishing, fitting, purchasing, chartering, 
 navigating or owning steam, sail or other boats, ships, vessels 
 or other property to be used in any lawful business, trade, com- 
 merce or navigation upon the ocean, or any seas, sounds, lakes 
 or rivers, and for the carriage, transportation or storing of 
 lading, freight, mails, property or passengers thereon by mak- 
 ing, signing, acknowledging and filing a certificate stating the 
 name of the corporation, the specific objects for which it is 
 formed, the waters to be navigated, and in case of ocean steam- 
 ers,* the ports between which such vessels are intended to be 
 navigated, the amount of its capital stock, which shall'not be 
 less than twenty thousand nor more than four million dollars, 
 the term of its existence not to exceed fifty years, the number 
 of shares of which the capital stock shall consist, the number of 
 directors thereof, not less than five nor more than thirteen, the 
 names of the directors for the first year, and the name of the city 
 or town and county in which its principal office is to be situated, 
 the number of shares of stock which each subscriber of the cer- 
 tificate agrees to take, which must in the aggregate equal 
 ten per cent of the capital, and at least ten per cent of which 
 must be paid in cash. Such certificate shall have attached 
 thereto as a part thereof, the affidavit of at least three of such di- 
 rectors, to the effect that ten per cent of such capital stock 
 has been in good faith subscribed and at least ten per cent of 
 such subscription has been paid in cash. No railroad corpora- 
 tion shall have, own or hold any stock in any such corpora- 
 tion. 
 
 (For form see post. Forms. XXX) 
 
 *So in the original. 'See L. 1892, c. 661. 
 
198 TRANSPORTATION CORPORATIONS LAW, [§§II-20 
 
 § II. Navigation between additional ports. — Any such cor- 
 poration desiring or intending to navigate boats, ships or vessels, 
 upon any other waters, or in case of ocean steamers between 
 any other or additional ports than those named in its original cer- 
 tificate, may from time to time, file a further certificate, in the 
 same manner as is prescribed by law for the filing of the original 
 certificate, in which shall be stated such additional waters or 
 ports upon or between which such corporation desires to navi- 
 gate vessels, and thereafter such corporation may navigate its 
 vessels upon such waters and between such ports, with the like 
 effect as if they had been named in the original certificate. 
 
 § 12. Payment of capital stock. — The capital stock of such 
 corporation shall be paid in, at least one-half thereof, within 
 one year, and the remainder withm two years from its incorpo- 
 ration, or the corporation shall be dissolved. Within thirty 
 days after the payment of the last installment, a certificate stat- 
 ing that the whole amount of such capital stock has been paid 
 in shall be made, signed and sworn to by the president and a 
 majority of the directors of the corporation, and filed and re- 
 corded in the offices where the original certificates of incorpora- 
 tion were filed. 
 
 § 13. Ferries unauthorized.— This article shall not author- 
 ize the formation of any ferry corporation to ply between the 
 city of New York and any other point. 
 
 ARTICLE III. 
 STAGE-COACH CORPORATIONS. 
 
 Section 20. Incorporation. 
 
 21. Alteration or extension of route. 
 
 22. Powers. 
 
 • 
 
 § 20. Incorporation. — Five, or more persons, may become a 
 corporation for the purpose of establishing, maintaming and 
 operating any stage or omnibus route or routes for public use 
 in the conveyance of persons and property elsewhere than in 
 the city of New York, or any stage route or routes already es- 
 tablished for a like public use, by makmg, signing, acknowledg- 
 ing and filing a certificate which shall state the name of the 
 
§§ 21-30] TRAMWAY CORPORATIONS. 1 99 
 
 corporation, the number of years it is to continue, the route or 
 routes upon which it is intended to run as near as practicable, 
 the number of the directors thereof, not less than three nor more 
 than five, the names of the directors for the first year, the 
 amount of its capital stock, the place of residence of each sub- 
 scriber thereto, and the number of shares of stock he agrees to 
 take in such corporation. 
 
 (For form see post. Forms, XXXI.) 
 
 § 21. Alteration or extension of route. — The directors may, 
 by a vote of two-thirds of their number, at any time alter or 
 extend the route or routes designated in the certificate of in- 
 corporation, upon making, acknowledging, and filing a cer- 
 tificate to that effect, in the offices where the original cer- 
 tificates of incorporation were filed. 
 
 § 22. Powers. — In addition to the powers conferred by the 
 general and stock corporation laws, every such corporation shall 
 have power : 
 
 1. To take and convey persons and property in stages and 
 omnibuses, and to provide and run the necessary stages and 
 omnibuses, upon their route or routes for the public use and to 
 receive compensation therefor. 
 
 2. To erect and maintain all necessary and convenient build- 
 ings, fixtures and machinery for the use and accommodation of 
 their passengers and business. 
 
 ARTICLE IV. 
 
 TRAMWAY CORPORATIONS. 
 
 Section 30. Incorporation. 
 
 31. Powers. 
 
 32. Condemnation of real property. 
 
 33. Crossings. 
 
 § 30. Incorporation. — Thirteen or more persons may be- 
 come a corporation for constructing, maintaining and operating 
 an elevated tramway, constructed of poles, piers, wires, rods, 
 ropes, bars or chains, for the transportation of freight in sus- 
 pended buckets, cars or other receptacles, for hire, by making, 
 signing, acknowledging and filing a certificate stating the name 
 
200 TRANSPORTATION CORPORATIONS LAW. [§§ 31-33 
 
 of the corporation, the number of years it is to continue, the 
 places from and to which such tramway is to be constructed, 
 maintained and operated, its length as near as may be, the name of 
 each county through or in which it is made or intended to be 
 made, the amount of its capital stock and the number of shares 
 into which it is to be divided, the number of the directors 
 thereof, not less than three, the names and places of residence 
 of the directors for the first year, the place of residence of each 
 subscriber thereto, and the number of shares he agrees to take 
 in such corporation. 
 
 (For form see post. Forms, XXXII.) 
 
 § 31. Powers. — Every such corporation, in addition to the 
 powers conferred by the general and stock corporation laws, 
 shall have power : 
 
 1. To cause such examination and surveys for its proposed 
 tramway to be made as may be necessary to the selection of 
 the most advantageous route, and for such purpose by its offi- 
 cers and servants, to enter upon the lands or waters of any 
 person, but subject to responsibility for all damages done 
 thereto. 
 
 2. To lay out its tramway and to construct the same as 
 hereby provided. 
 
 3. To erect and maintain all necessary and convenient build- 
 ings, stations, fixtures and machinery for the accommodation 
 and transaction of its business. 
 
 § 32. May acquire land by condemnation. — In case any 
 such corporation is unable to agree for the purchase, use or 
 lease of any real property required for the purposes of its in- 
 corporation, it shall have the right to acquire title to the same 
 
 by condemnation. 
 
 • 
 
 § 33- Crossings. — Whenever any tramway, constructed by 
 any such corporation, shall cross a railroad, highway, turnpike, 
 plank-road or canal, such tramway shall be so constructed as 
 not to interfere with the free use of such railroad, highway, 
 turn-pike, plank-road or canal for the purposes lor which they 
 were intended. 
 
§ 40] PIPE LINE CORPORATIONS. 20I 
 
 ARTICLE V. 
 
 PIPE LINE CORPORATIONS. 
 
 Section 40. Incorporation. 
 
 41. Location of line. 
 
 42. Condemnation of real property. 
 
 43. Railroad, turnpike, plank-road and highway crossings. 
 
 44. Crossings of canals, rivers and creeks. 
 
 45. Consent of local authorities. 
 
 46. Construction through villages and cities. 
 
 47. Over Indian reservations. 
 
 48. Over state lands. 
 
 49. Additional powers. 
 
 50. Use of line to be public ; storage ; liable as common carriers ; 
 
 rates and charges. 
 
 51. Receipts for property ; cancellation of vouchers. 
 
 52. Monthly statements. 
 
 53. Fences, farm crossings and use of line not inclosed. 
 
 54. Taxation of property. 
 
 § 40. Incorporation. — Twelve or more persons may become 
 a corporation for constructing and operating for public use, 
 except in the city of New York, lines of pipe for conveying or 
 transporting therein petroleum, gas, liquids or any products or 
 property, or for maintaining and operating any line of pipe 
 already constructed and owned by any corporation, person or 
 persons, except in such city, for the public use, by making, 
 signing, acknowledging and filing a certificate stating the name 
 of the corporation, the number of years it is to continue, the 
 places from and to which it is to be constructed or maintained 
 and operated, its length as near as may be, the name of each 
 county through or into which it is to be constructed ; the 
 amount of its capital stock, which shall not be less than fifteen 
 hundred dollars for every mile of pipe constructed, or proposed 
 to be constructed, and the number of shares of which it shall 
 consist ; the number of directors not less than seven, and the 
 names and places of residence of the directors for the first year, 
 and the place of residence of each subscriber and the number 
 of shares he agrees to take in such corporation, which must in 
 the aggregate equal ten hundred and fifty dollars for every mile 
 of pipe constructed or proposed to be constructed, and twenty- 
 
202 TRANSPORTATION CORPORATIONS LAW. [§ 4I 
 
 five per cent of which must be paid in cash. Such certificate 
 shall have indorsed thereon or appended thereto and as a part 
 thereof, an affidavit made by at least three of the directors 
 named therein that at least ten hundred and fifty dollars of 
 stock for every mile of line proposed to be constructed or main- 
 tained and operated has been in good faith subscribed, and 
 twenty-five per cent paid in money thereon, and that it is in- 
 tended in good faith to construct or to maintain and operate 
 the line of pipe mentioned in such certificate, and that such 
 corporation was not projected or formed with the intent or for 
 the purpose of injuring any person or corporation, nor for the 
 purpose of selling or conveying its franchise to any person or 
 corporation, nor for any fraudulent purpose. 
 
 (For form see post. Forms, XXXIII.) 
 
 § 41. Location of line. — Every such corporation shall, before 
 commencing the construction of its pipe line in any county, or 
 any proceeding for the condemnation of real property, plainly 
 and distinctly mark and designate the line adopted and located 
 by them by a line of stakes consecutively numbered and 
 equally distant, and not more than twenty rods from each 
 other, so that each hne can be definitely known and ascertained 
 in all places, and make a map and survey of the route so located 
 and staked out, and shall indicate thereon plainly the points 
 where such route crosses each parcel of land to which they have 
 not acquired title by agreement, and shall cause such map and 
 survey to be certified by the president and engineer, and filed 
 in the ofifice of the clerk of the county into or through which 
 the line so located and mapped passes, and shall give to the 
 owner or occupant, if he is known or can be ascertained, of 
 every parcel of land through which such route passes, the title 
 to which has not been acquired by purchase, written notice of 
 the filing of such map and survey, stating that such route passes 
 over or across such owner's or occupant's lands, and that the 
 route thereof is indicated thereon by such line of stakes. Any 
 occupant or owner of such lands feeling aggrieved by the pro- 
 posed location, may, within fifteen days after the service of such 
 notice, give ten days' written notice to the corporation, by ser- 
 vice upon the president, engineer, or any director thereof, and 
 
§ 42] PIPE LINE CORPORATIONS. 203 
 
 to the owner or occupant of any lands to be affected by the 
 alteration to be proposed by him, of the time and place of an 
 application to be made by him to a special term of the supreme 
 court in the judicial district in which the lands are siuated for 
 the appointment of commissioners to relocate such line. If 
 upon the hearing the court shall consider that sufificient cause 
 exists therefor, it shall appoint three disinterested persons com- 
 missioners to examine the route located and the proposed 
 alteration thereof, and direct the mode of proceeding, who shall 
 report to the court the facts relating thereto and their opinion 
 as to the proposed alteration, and what, if any, alteration should 
 be made in such line, and the court shall thereupon make such 
 order as it shall deem proper in relation to such alteration, and 
 determine the location of such line, and fix and adjust the costs, 
 fees and charges of the commissioners, and the costs and charges 
 of proceedings, and direct by which party the same shall be 
 paid, and may enforce payment thereof by proceedings as for a 
 contempt of court, for refusal to pay costs directed to be paid 
 by an order of the court, and such order shall be final as to the 
 location of the liije upon the lands embraced therein. Such 
 corporation shall not commence the work of constructing or 
 laying its line of pipe, or institute proceedings for the condem- 
 nation of real property, in any county, until after the expiration 
 of fifteen days from the service by it of the notice herein re- 
 quired, nor until all applications for a relocation of its line in 
 such county if any are made, have been finally determined. 
 
 §42. Condemnation of real property. — Incase such corpora- 
 tion is unable to agree for the purchase of any real estate re- 
 quired for the purposes of its incorporation, and its line of pipe 
 in the county in which such real estate is situated has been 
 finally located, it shall have the right to acquire title thereto by 
 condemnation, but such corporation shall not locate or construct 
 any line of pipe through or under any building, door-yard, 
 lawn, garden or orchard, except by the consent of the owner 
 thereof in writing duly acknowledged, nor through any cemetery 
 or burial ground, nor within one hundred feet of any building, 
 except where such line is authorized by public officers to be 
 laid across or upon any public highway, or where the same is 
 
204 TRANSPORTATION CORPORATIONS LAW. [§§ 43, 44 
 
 laid across or upon any turnpike or plank-road. No pipes 
 shall be laid for the purpose of carrying petroleum, gas, or other 
 products or property through or under any of the streets in the 
 cities of this state, unless such corporation shall first obtain the 
 consent of a majority of the property owners on the streets 
 which may be selected for the laying of pipes, and such pipe- 
 line shall be located with all reasonable care and prudence so as 
 to avoid danger from the bursting of the pipes. 
 
 § 43. Railroad, turnpike, plank-road and highway crossings. 
 
 — Whenever any hne of pipe of any such corporation shall neces- 
 sarily cross any railroad, highway, turnpike or plank-road, 
 such line of pipe shall be made to cross under such rail- 
 road, highway, turnpike or plank-road, and with the least 
 injury thereto practicable, and unless the right to cross 
 the same shall be acquired by agreement, compensation 
 shall be ascertained and made to the owners thereof, or to the 
 public in case of highways, in the manner prescribed in the con- 
 demnation law, but no exclusive title or use shall be so acquired 
 as against any railroad, turnpike or plank-road corporation, nor 
 as against the rights of the people of this state in any public 
 highway, but the rights acquired shall be a common use of the 
 lands in such manner as to be of the least practical injury to 
 such railroad, turnpike or plank-road, consistent with the use 
 thereof by such pipe-line corporation, nor shall any such 
 corporation take or use any lands, fixtures or erections of 
 any railroad corporation, or have the right to acquire by con- 
 demnation the title or use, or right to run along or upon the 
 lands of any such corporation, except for the purpose of di- 
 rectly crossing the same when necessary. 
 
 § 44. Construction across and along canals, rivers and 
 creeks. — No pipe line shall be constructed upon or across any 
 of the canals of this state, except by the consent of and in the 
 manner and upon the terms prescribed by the superintendent of 
 public works, unless constructed upon a fixed bridge across 
 such canal, and with the consent of the person for whose bene- 
 fit such bridge is constructed and maintained, or upon sucfh a 
 bridge over the canal, at the crossing of a public highway or 
 street, with the consent of the public ofificers having the super- 
 
§§ 45' 46] PIPE LINE CORPORATIONS. 205 
 
 vision thereof, or of the municipal authorities of any village or 
 city within whose limits such bridge maybe, nor shall the pipes 
 ol any such corporation be laid through or along the banks of 
 any of the canals of this state, nor through or under any of its 
 rivers or creeks, unless such pipes shall be encased so as to prevent 
 leakage, in such manner as shall be approved by the superin- 
 tendent of public works. 
 
 § 45. Consent of local authorities. — No pipe line shall be 
 constructed across, along or upon any public highway without 
 the consent of the commissioners of highways of the town 
 in which such highway is located, upon such terms as may be 
 agreed upon with such commissioners. If such consent or the 
 consent of the commissioners or municipal authorities required 
 by the preceding section cannot be obtained, application may be 
 made to the general term of the supreme court of the depart- 
 ment in which such highway or bridge is situated for an order 
 permitting the corporation to construct its line across, along or 
 upon such highway, or across or upon such bridge. The ap- 
 plication shall be by duly verified petition and notice which 
 shall be served upon the commissioners of highways of the 
 town in which the highway is situated, or the municipal author- 
 ities of the village or city where such bridge is located, accord- 
 ing to the practice or order of the court, or an order to show 
 cause, and the court upon the hearing of the application may 
 grant an order permitting the line to be so constructed in such 
 manner and upon such terms as it may direct. 
 
 § 46. Construction through villages and cities. — No pipe 
 line shall be constructed into or through any incorporated 
 village or city in this state, unless authorized by a resolution 
 prescribing the route, manner of construction and terms upon 
 which granted, adopted at, a regular meeting of the board of 
 trustees of the village or the common council of the city by a 
 two-thirds vote of such board or council, but such resolution 
 shall not affect any private right. No pavement shall be re- 
 moved in any city under the provisions of this article, unless 
 done under the direction of the common council, nor until such 
 corporation shall give a bond in such sum as the common coun- 
 cil may require for the replacing of any pavements which shall 
 
206 TRANSPORTATION CORPORATIONS LAW. [§§ 47-49 
 
 have been removed. In case any pavement shall have been 
 removed and not properly relaid, the common council may 
 bring suit in any court of record for the cost of relaying such 
 pavement, against any such corporation. No gas-houses shall 
 be erected in any city under the provisions of this article for 
 supplying gas to the inhabitants, unless consent is first given 
 by the corporate authorities of the city. 
 
 § 47. Over Indian reservations. — Such corporation may 
 contract with the chiefs of any nation of Indians over whose 
 lands it may be necessary to construct their pipe line for the 
 right to construct such pipe line upon such lands, but no such 
 contract shall vest in the corporation the fee of such lands, nor 
 the right to occupy the same for any purpose other than for 
 the construction, operation and maintenance of such pipe line, 
 nor shall such contract be valid or efifectual until the same has 
 been ratified by the county court of the county in which the 
 lands are situated. 
 
 § 48. Over State lands. — The commissioners of the land 
 office shall have power to grant to any pipe line corporation 
 any lands belonging to the people of this state which may be 
 required for the purposes of its incorporation on such terms as 
 may be agreed on by them or such corporation may acquire 
 title thereto by condemnation, and if any lands owned by any 
 county, city or town as required by such corporation for such 
 purposes, the county, city or town officers having charge of 
 such lands may grant them to such corporation upon such 
 terms and for such compensation as may be agreed upon. 
 
 § 49. Additional powers. — Every corporation formed under 
 this article shall in addition to the powers conferred by the 
 general and stock corporation law have power : 
 
 I. To cause sue* examination and surveys of its proposed 
 line of pipe to be made as may be necessary to the selection of 
 the most advantageous route, and for such purpose by its offi- 
 cers, agents or servants may enter upon the lands or waters of 
 any person, upon, through or across which such corporation can 
 construct its line of pipe, under the provisions of this article, sub- 
 ject, however, to liability for all actual damage which shall be 
 done thereto. 
 
§ so] PIPE LINE CORPORATIONS. 20/ 
 
 2. To take and hold such voluntary grants of real estate and 
 other property, as shall be made to it to aid in the construction, 
 maintenance, operation and accommodation of its pipe line. 
 
 3. To lay out its pipe line route not exceeding twelve feet in 
 width, but at the terminations of such line and at all receiving 
 and discharging points and at all places where machinery may 
 properly or must necessarily be set up for the operation of such 
 pipe line it may take such additional width, and for such length 
 as may be necessary. 
 
 4. To take and convey through pipes any property, substance 
 or product capable of transportation therein by any force, 
 power or mechanical agency, and to erect and maintain all 
 necessary and convenient buildings, stations, fixtures and 
 machinery for the purposes of its incorporation. 
 
 5. To regulate the time and manner in which property shall 
 be transported over its pipe lines, and the compensation to be 
 paid therefor, but such compensation shall not exceed the sum 
 or be above the rate of twenty-five cents per one hundred 
 miles for the transportation of forty-two gallons of any product 
 transported on lines of one hundred miles in length or over, 
 which shall be reckoned and adjusted upon the quantity or 
 number of gallons delivered by such corporation at the point to 
 which it shall have undertaken to deliver the same. 
 
 § 50. Use of line to be public ; storage ; liable as common 
 carriers; rates and charges. — The pipe lines of every such 
 corporation shall be open for transportation to the public use, 
 and all persons desiring to transport products through such 
 pipe line shall have the absolute right upon equal terms to such 
 transportation in the order of application therefor, on complying 
 with the general requirements of such corporation, as to delivery 
 for any payment of such transportation, but no application for 
 such transportation shall be valid beyond or for a greater 
 quantity of products than the applicant shall then own and 
 have ready for delivery for transportation to such corporation, 
 and every such corporation shall provide suitable and necessary 
 receptacles for receiving all such products for transportation, 
 and for storage at the place of delivery until the same can rea- 
 sonably be moved by the consignee, and shall be liable as com-. 
 
208 TRANSPORTATION CORPORATIONS LAW. [§§51,52 
 
 mon carriers therefor from the time the same is delivered for 
 transportation until a reasonable time after the same has been 
 transported to t,he place of consignment and ready for delivery 
 to the consignee, which time shall be fixed by general regulation 
 by the corporation, and shall not be less than two days from 
 and after the same shall be ready for delivery and notice thereof 
 given to such consignee, and all rates and charges of every 
 description, for or on account of or in any manner connected 
 with the transportation of any products, shall be fixed by such 
 corporation by general rules and regulations, which shall be 
 applicable to all parties who shall transport any products 
 through such pipe line, or deliver or contract to deliver products 
 for transportation and shall be written or printed and exposed 
 to public view and at all times open to public examination. 
 
 § 51. Receipts for property ; cancellation of vouchers ; 
 delivery of property. — No receipt, certificate or order of any 
 kind shall be made, accepted or issued by any pipe line corpo- 
 ration for any commodity unless the commodity represented by 
 them is actually in possession of the corporation at the time of 
 making, issuing or acceptance thereof. Whenever any such 
 corporation shall have parted with the possession of any com- 
 modity and received therefor any order, voucher, receipt or cer- 
 tificate, such order, voucher, receipt or certificate shall not be 
 issued or used again, but shall be cancelled with the word 
 " cancelled " stamped or printed legibly across the face thereof, 
 and such cancelled order, voucher, receipt or certificate shall be 
 filed and preserved by such corporation and a record of the 
 same kept by the secretary thereof. No petroleum or other 
 commodity received for transportation by such corporation 
 shall be delivered to any person without the presentation and 
 surrender of all Vouchers, receipts, orders or certificates that 
 have been issued or accepted for the same. 
 
 § 52. Monthly statements.— Every pipe line corporation 
 shall make monthly a specific statement showing the amount of 
 all commodities received, the amount delivered during the 
 month, and the stock on hand on the last day of each month of 
 the year, and how much of such stock is represented by out- 
 standing certificates, vouchers, receipts or orders, and how 
 
§§ 53> 54] PIPE LINE CORPORATIONS. 209 
 
 much in credit balances on the books of the corporation. Such 
 statement shall be made on or before the tenth day of the suc- 
 ceeding month and verified by the oath of the president and 
 secretary that it is in all respects true and correct, and shall be 
 filed within three days thereafter in the county clerk's office in 
 the county where the principal office of the corporation is 
 located, and a true copy of the same posted in a conspicuous 
 place in its principal office for at least thirty days thereafter. 
 
 §53. Fences; farm crossings and use of line not in- 
 closed. — It shall not be necessary for any such corporation to 
 fence the lands acquired by them for the purposes of its incorpo- 
 ration. But, if not enclosed by a substantial fence, the owner 
 of the adjoining lands from whom such lands were obtained, 
 his heirs or assigns, may occupy and use such lands in any man- 
 ner not injurious to the interests of the corporation, and shall 
 not be liable therefor, or for any trespass upon any such lands 
 except for willful or negligent injuries to the pipes, fixtures, 
 machinery, or personal property of the corporation. If the 
 corporation shall keep such lands inclosed it shall construct 
 and provide all suitable and necessary crossings with gates for 
 the use and convenience of any owners of lands adjoining the 
 portion of its lands so inclosed, and no claim shall be made by 
 it against any owner of adjoining lands to make or contribute 
 to the making or maintaining of any division fence between 
 such adjoining lands and its lands, and if it shall neglect to 
 keek ' and maintain substantial fences along its lands the 
 owners of adjoining lands may construct and maintain all farm 
 or division fences, and all line fences crossed by such pipe line 
 in the same manner as though it had not acquired such lands 
 for such pipe line, and it shall be liable for all injuries to such 
 fences caused or done by any of its officers or agents, or any 
 persons acting in their or its behalf, or by any laborer in its or 
 their employ or in the employ of any of its contractors. 
 
 § 54. Taxation of property. — The real estate and personal 
 property belonging to any pipe line corporation in this state, 
 shall be assessed and taxed in the several towns, villages and 
 
 ' So in the original. 
 14 
 
2IO TRANSPORTATION CORPORATIONS LAW. [§ 6o 
 
 Cities in the same manner as the real estate and personal prop- 
 erty of railroad corporations are assessed and taxed, and such 
 corporation may pay such taxes or commute therefor in the 
 same manner as railroad corporations. 
 
 ARTICLE VI. 
 GAS AND ELECTRIC LIGHT CORPORATIONS. 
 
 Section 6o. Incorporation. 
 6i. Powers. 
 
 62. Appointment of inspectors of gas meters. 
 
 63. Deputy inspectors. 
 
 64. Inspection of gas meters. 
 
 65. Gas or electric liglit must be supplied on application. 
 
 66. Deposit of money may be required. 
 
 67. Entry of buildings to ' meters or lights. 
 i68. Refusal or neglect to pay rent. 
 
 69. No rent for meters to be charged. 
 
 70. Price of gas. 
 
 § 60. Incorporation. — Three or more persons may become a 
 corporation for manufacturing and supplying gas for lighting 
 the streets and public and private buildings of any city, village 
 or town, or two or more villages or towns not over five miles 
 distant from each other, in this state, or for manufacturing and 
 uisirig electricity for producing light, heat or power, and in 
 lighting streets, avenues, public parks and places, and public 
 and private buildings of cities, villages and towns within this 
 state, by making, signing, acknowledging and filing a certificate 
 stating the name of the corporation, its objects, the amount of 
 its capital stock, the term of its existence not to exceed fifty 
 years, the number of shares of which the stock shall consist, the 
 number of directors not less than three nor more than thirteen, 
 the names and places of residence of the directors for the first 
 year, and the name of the town and county in which the oper- 
 ations of the corporation are to be carried on, and thereupon 
 the persons who shall have signed the same, their associates 
 aiid successors shall be a corporation by the name stated in the 
 Certificate. 
 
 (For, form see post. Forms, XXXIV.) 
 
 So in the original. 
 
§§6l, 62] GAS AND ELECTRIC LIGHT CORPORATIONS. 211 
 
 § 61. Powers. — Every such corporation shall have the follow- 
 ing additional powers : 
 
 1. If incorporated for the purpose of supplying gas for light, 
 to manufacture, sell and furnish such quantities of gas as may 
 be required in the city, town or village where the same shall be 
 located, or said two or more villages or towns, not over five 
 miles distant from each other, named in its certificate of incor- 
 poration, for lighting the streets, and public or private build- 
 ings or for other purposes ; and to lay conductors for conduct- 
 ing gas through the streets, lanes, alleys, squares and highways, 
 in such city, villages or towns, with the consent of the municipal 
 authorities thereof, and under such reasonable regulations as 
 they may prescribe ; and such municipal authorities shall have 
 power to exempt any such corporation from taxation on their 
 personal property for a period not exceeding three years from 
 the organization of the corporation. 
 
 2. If incorporated for the purpose of using electricity for 
 light, heat or power, to carry on the business of lighting by 
 electricity or using it for heat or power in cities, towns and vil- 
 lages ^yithin this state, and the streets, avenues, public parks 
 and places thereof, and public and private buildings therein ; 
 and for the purposes of such business to generate and supply 
 electricity ; and to make, sell or lease all machines, instruments, 
 apparatus and other equipments therefor, and to lay, erect and 
 construct suitable wires or other conductors with the necessary 
 poles, pipes or other fixtures in, on, over and under the streets, 
 avenues, public parks and places of such cities, towns or vil- 
 lages, for conducting and distributing electricity, with the con- 
 sent of the municipal authorities thereof, and in such manner 
 and under such reasonable regulations as they may prescribe. 
 
 3. Any two or more corporations organized under this article 
 or under any general or special law of the state for the purpose 
 of carrying on any business which a corporation organized un- 
 der this article might carry on, may consolidate such corpora- 
 tions into a single corporation by complying with the provi- 
 sions of the business corporations law relating to the consolida- 
 tion of business corporations. 
 
 § 62. Inspector of gas meters. — The governor shall nomi- 
 
2 12 TRANSPORTATION CORPORATIONS LAW. [§§63,64 
 
 nate, and by and with the consent of the senate, appoint an in- 
 spector of gas meters, who shall reside in the city of New York, 
 whose duty it shall be, when required, to there inspect, exam- 
 ine, prove and ascertain the accuracy of an/ and all gas meters 
 used or intended to be used for measuring or ascertaining the 
 quantity of illuminating gas furnished by any gas-light corpora- 
 tion in this state, except corporations engaged in supplying 
 natural gas to consumers, to or for the iTse of any person or 
 persons, and, when found to be or made correct, to seal> stamp 
 or mark aU such meters, and each of them, with some suitable 
 device, which device shall be recorded in the office of the sec- 
 retary of state. Such inspector shall hold his office for the 
 term of five years and until the appointment of his successor, 
 but may be removed by the governor for sufficient cause. He 
 shall receive an annual salary of twenty-five hundred dollars, to 
 be paid in the first instance out of the state treasury on the 
 warrant of the comptroller, which shall be charged to and paid 
 into the state treasury by the several gas-light corporations in 
 this state, in amounts proportionate to the amount of the capi- 
 tal stock of such corporations respectively, to be ascertained 
 and assessed by the comptroller of the state. If any such cor- 
 poration shall refuse or neglect to pay into the state treasury 
 the amount or portion of such salary required of them respect- 
 ively, for the space of thirty days after written notice given it 
 by the comptroller to make such payment, then the comptroller 
 may maintain an action, in his name of office, against any such 
 delinquent corporation for its portion or amount of such salary, 
 with interest thereon at the rate of ten per cent per annum 
 from the time when such notice was given and the costs of the 
 action. 
 
 § 63. Deputy iif^pectors. — The inspector of gas meters shall 
 appoint deputy inspectors of gas meters, to reside wherever gas 
 meters are manufactured in this state, to hold office during his 
 pleasure, and who shall in their respective places of residence 
 discharge the same duties as are required of the inspector, and 
 be paid by him out of his salary at the rate of two dollars per 
 day, while actually engaged in the discharge of such duties. 
 
 § 64. Inspection of gas meters. — No corporation or person 
 
§ 65] GAS AND ELECTRIC LIGHT CORPORATIONS. 213 
 
 shall furnish or put in use any gas meter, which shall not have 
 been inspected, proved and sealed by the inspector, except dur- 
 ing such time as the office of inspector may be vacant, or such 
 inspector after request made, shall refuse or neglect to prove 
 and seal the meters furnished for that purpose, and every gas- 
 light corporation shall provide and keep in and upon their 
 premises a suitable and proper apparatus, to be approved and 
 sealed by the inspector of meters, for testing and proving the 
 accuracy of the gas meters furnished for use by it, and by which 
 apparatus every meter may and shall be tested, on the written 
 request of the consumer, to whom the same shall be- furnished, 
 and in his presence if he desire it. If any such meter on being 
 so tested, shall be found defective or incorrect to the prejudice 
 or injury of the consumer, the necessary removal, inspection, 
 correction and replacing of such meter shall be without ex- 
 pense to the consumer, but in all other cases he shall pay the 
 reasonable expenses of such removal, inspection and replacing ; 
 and in case any consumer shall not be satisfied with such in- 
 spection of the meter furnished to him, and shall give to the 
 corporation written notice to that effect, he may have such me- 
 ter reinspected by the state inspector, if he require it, upon the 
 same terms and conditions as herein provided for the original 
 inspection thereof. 
 
 § 65. Gas and electric light must be supplied on applica- 
 tion. — Upon the application, in writing, of the owners or occu- 
 pant of any building or premises within one hundred feet of 
 any main laid down by any gas-light corporation, or the wires 
 of any electric-light corporation, and payment by him of 
 all money due from him to the corporation, the corporation 
 shall supply gas or electric light as may be required for lighting 
 such building or premises, notwithstanding there be rent or 
 compensation in arrear, for gas or electric light supplied, or for 
 meter, wire, pipe or fittings, furnished to a former occupant 
 thereof, unless such owner or occupant shall have undertaken 
 or agreed with the former occupant to pay or to exonerate him 
 from the payment of such arrears, and shall refuse or neglect 
 to pay the same ; and if for the space of ten days after such 
 application, and the deposit of a reasonable sum as provided in 
 
214 TRANSPORTATION CORPORATIONS LAW. [§§66,67 
 
 the next section, if required, the corporation shall refuse or 
 neglect to supply gas or electric light as required, such cor- 
 poration shall forfeit and pay to the applicant the sum of ten 
 dollars, and the further sum of five dollars for every day there- 
 after during which such refusal or neglect shall continue: pro- 
 vided that no such corporation shall be required to lay service 
 pipes or wires for the purpose of supplying gas or electric light 
 to any applicant where the ground in which such pipe or wire 
 is required to be laid shall be frozen, or shall otherwise present 
 serious obstacles to laying the same ; nor unless the applicant, 
 if required, shall deposit in advance with the corporation a sum 
 of money sufificient to pay the cost of his portion of the pipe 
 or wire required to be laid, and the expense of laying such 
 portion. 
 
 § 66. Deposit of money may be required. — Every gas-light 
 and electric-light corporation may require every person to 
 which such corporation shall supply gas or electric light for 
 lighting any building, room or premises, to deposit with such 
 corporation a reasonable sum of money according to the num- 
 ber and size of lights used or required, or proposed to be used 
 for two calendar months, by such person, and the quantity of 
 gas and electric light necessary to supply the same as security 
 for the payment of the gas and electric light rent or compensa- 
 tion for gas consumed, or rent of pipe or wire and fixtures, to 
 become due to the corporation, but every corporation shall 
 allow and pay to every such depositor legal interest on the sum 
 deposited for the time his deposit shall remain with the cor- 
 poration. 
 
 § 67. Buildings may be entered for the examination of 
 meters, lights, and-so-forth.— Any officer or other agent of 
 any gas-light or el^tric-light corporation, for that purpose duly 
 appointed and authorized by the corporation, may, at all 
 reasonable times, upon exhibiting a written authority, signed 
 by the president and secretary of the corporation, enter any 
 dwelling, store, building, room or place lighted with gas or 
 electric Ught supplied by such corporation, for the purpose of 
 inspecting and examining the meters, pipes, fittings, wires and 
 works for supplying or regulating the supply of gas or electric 
 
§§ 68-70] GAS AND ELECTRIC LIGHT CORPORATIONS. 215 
 
 light, and of ascertaining the quantity of gas or electric light 
 consumed or supplied, and if any person shall, at any time, 
 directly or indirectly, prevent or hinder any such officer or 
 agent from so entering any such premises, or from making such 
 inspection or examination at any reasonable time, he shall, for 
 every such offense, forfeit to the corporation twenty-five dollars. 
 
 § 68. Refusal or neglect to pay rent. — If any person sup- 
 plied with gas or electric light by any such corporation shall 
 neglect or refuse to pay the rent or remuneration due foi" the 
 same or for the wires, pipes or fittings let by the corporation, 
 for supplying or using such gas or electric light or for ascer- 
 taining the quantity consumed or used as required by his con- 
 tract with the corporation, or shall refuse or neglect, after being 
 required so to do, to make the deposit required, such corpora- 
 tion may prevent the gas or electric light from entering the 
 premises of such person ; and their officers, agents or workmen 
 may enter into or upon any such premises between the hours 
 of eight o'clock in the forenoon and six o'clock in the after- 
 noon, and separate and carry away any meter, pipe, fittings, 
 wires or other property of the corporation, and may disconnect 
 any meter, pipe, fittings, wires or other works, whether the 
 property of the corporation or not, from the mains, pipes or 
 wires of the corporation. 
 
 § 69. No rent for meters to be charged. — No gas-light 
 corporation in this state shall charge or collect rent on its gas 
 meters, either in a direct or indirect manner, and any person, 
 party or corporation violating this provision shall be liable to a 
 penalty of fifty dollars for each offense, to be sued for and 
 recovered in the corporate name of the city or village where 
 the violation occurs, in any court having jurisdiction, and when 
 collected to be paid into the treasury of such city or village 
 and to constitute a part of the contingent or general fund 
 thereof. 
 
 § 70. Price of gas. — In any city in this state having a popu- 
 lation of eight hundred thousand or over, no corporation or 
 person shall charge for illuminating gas a sum to exceed one 
 dollar and twenty-five cents per thousand feet, and such gas 
 shall have an illuminating power of not less than twenty sperm 
 
2l6 TRANSPORTATION CORPORATIONS LAW. [§ 8o 
 
 candles, of six to the pound, and burning at the rate of one 
 hundred and twenty grains of spermaceti per hour, tested at a 
 distance of not less than one mile from the place of manufac- 
 ture, by a burner consuming five cubic feet of gas per hour, and 
 shall comply with the standard of purity now or hereafter 
 established by law ; but in any district or ward of any city con- 
 taining over one million inhabitants, which district or ward is 
 separated from the main portion thereof by a stream or other 
 natural boundary any gas-light corporation may charge a price 
 not to exceed one dollar and sixty cents per thousand cubic 
 feet, but such corporation shall not charge a greater price in 
 the city where its main works shall be situated than in such 
 district or ward. 
 
 ARTICLE VII. 
 WATER-WORKS CORPORATIONS. 
 
 Section 8o. Incorporation. 
 
 8 1. Must supply water; village trustees may contract for same; tax 
 
 therefor. 
 
 82. Powers. 
 
 83. Survey and map. 
 
 84. Condemnation of real property. 
 
 85. Corporation may contract with other towns or viUajes ; amended 
 
 certificate. 
 
 § 80. Incorporation. — Seven or more persons may become a 
 corporation for the purpose of supplying water to any of the 
 cities, towns or villages and the inhabitants thereof in this state, 
 by executing, acknowledging and filing a certificate stating the 
 name of the corporation, the amount of its capital stock, the 
 number of shares into which it is to be divided, the location of 
 its principal office, the number of its directors, not less than 
 seven, the names and places of residence of the directors for the 
 first year, the name of the cities, towns and villages which it is 
 proposed to supply with water ; that the permit of the author- 
 ities of such cities, towns and villages herein required has been 
 granted ; the post-office address of each subscriber, and the 
 number of shares he agrees to take in such corporation, the 
 aggregate of which shall be at least one-tenth of the capital 
 stock, and ten per centum of which shall be paid in cash to the 
 
§ 8l] WATER- WORKS CORPORATIONS. 21 7 
 
 directors. At the time of filing there shall be annexed to the 
 certificate and as a part thereof, a permit, signed and acknowl- 
 edged by a majority of the board of trustees of the village, in 
 case an incorporated village is to be supplied with water, and 
 in case a town, or any part thereof, not within an incorporated 
 village, is to be so supplied, by the supervisor, justice of the 
 peace, town clerk and highway commissioners thereof or a ma- 
 jority of them, and in case a city is to be supplied with water 
 by the board of water commissioners of said city, or by such 
 other board or set of oflficials as perform the duties of water 
 commissioners and have charge of the water supply for said city, 
 authorizing the formation of such corporation for the purpose 
 of supplying such city, village or town with water, and an affi- 
 davit of at least three of the directors that the amount of capital 
 stock herein required has been subscribed and paid in cash. 
 As amended by Laws of 1892, ch. 617, § i. 
 (For form, see post. Forms, XXXV.) 
 
 § 81. Must supply water ; village trustees may contract for 
 same ; tax therefor. — Every such corporation shall supply the 
 authorities or inhabitants of any city, town or village where 
 they have organized with pure and wholesome water at reason- 
 able rates and cost to all consumers who may use the same, and 
 the board of trustees of any incorporated village, and the water 
 commissioners or other board of officials performing the duties 
 of water commissioners and having charge of the water supplies 
 of any city of this state, and the authorities specified in sec- 
 tion eighty of this article, or a majority of such authorities of 
 any town of this state, shall have the power to contract for the 
 term of one year or more with any such corporation for the de- 
 livery by such corporation to the village, city or town of water, 
 through hydrants or otherwise, for the extinguishment of fires 
 and for sanitary and other public purposes ; and the amount of 
 such contract agreed to be paid shall be annually raised as a 
 part of the expenses of such village, city or town, and shall be 
 levied, assessed and collected in the same manner as other ex- 
 penses of the village, city or town are raised, and when collected 
 shall be kept separate from other funds of the village, city or 
 town and be paid over to such corporation by such trustees. 
 
2l8 TRANSPORTATION CORPORATIONS LAW. [§ 82 
 
 city officials or town authorities, according to the terms and 
 conditions of any such contract ; and any such contract entered 
 into by the board of trustees of any village, or water commis- 
 sioners or other board performing the duties of water commis- 
 sioners, and having charge of the water supply of any city, or such 
 authorities, or a majority of them of any town, shall be valid 
 and binding upon such village, city or town, but no such con- 
 tract shall be made for a longer period than ten years, nor for a 
 sum, in the case of a village or city, exceeding in the aggregate 
 two and one-half mills for every dollar of the taxable property 
 of such village or city per annum nor for a sum, in the case of a 
 town, exceeding in the aggregate three mills for every dollar 
 of the taxable property of such town per annum, unless a reso- 
 lution authorizing the same has been submitted to a vote of the 
 electors of the village or city in the manner provided by the 
 village law or city charter, and approved by a majority of the 
 voters entitled to vote and voting on such question at any an- 
 nual election or at a special election duly called, and in case of 
 a town, unless a resolution authorizing the same has been sub- 
 mitted to a vote of the electors of the town and approved by a 
 majority of the voters entitled to vote and voting on such ques- 
 tion at any annual town meeting or at a special town meeting 
 duly called, and any board of trustees, or board of water com- 
 missioners or other officials or town authorities, when so author- 
 ized may make such contract for a term not exceeding thirty 
 years, and the amount of such contract shall be paid in semi- 
 annual installments, provided, however, that in any town within 
 which there shall be at the time of making such contract an in- 
 corporated village, comprising a part only of such town no tax 
 shall be levied, assessed or collected upon or from property 
 within the limits of such village for the purpose of paying any 
 part of the amourft of such contract, except in pursuance of an 
 agreement made with the board of trustees of such village. 
 As amended by L. 1892, c. 617, § 2, and L. 1893, c. 549. 
 
 § 82. Powers. — Every such corporation shall have the fol- 
 lowing additional powers: 
 
 I. To lay and maintain their pipes and hydrants for deliver- 
 ing and distributing water in any street, highway or public 
 
§§ 83, 84] WATER-WORKS CORPORATIONS. 219 
 
 place of any city, town or village in which it has obtained the 
 permit required by section eighty of this article. 
 
 2. To lay their water pipes in any streets or avenues or pub- 
 lic places of an adjoining city, town or village, to the city, town 
 or village where such permit has been obtained. 
 
 3. To cause such examinations and surveys for its proposed 
 water-works to be made as may be necessary to determine the 
 proper location thereof, and for such purpose by its officers, 
 agents or servants, to enter upon any lands or waters in the 
 city, town or village where organized, or in any adjoining city, 
 town or village for the purpose of making such examinations or 
 surveys, subject to liability for all damages done. 
 
 As amended by Laws of 1892, chap. 617, § 3. 
 
 §83. Survey and map. — Before entering upon, taking or 
 using any land, for the purpose of its incorporation, such cor- 
 poration shall cause a survey and map to be made of the lands 
 intended to be taken or entered upon, by and on which the 
 land of each owner or occupant shall be designated, which map 
 shall be signed by the president and secretary, and filed in 
 office of the county clerk of the county in which such lands are 
 situated. 
 
 § 84. Condemnation of real property. — Any corporation 
 organized under this article, shall have the right to acquire real 
 estate, or any interest therein, necessary for the purposes of its 
 incorporation, and the right to lay, relay, repair and maintain 
 conduits and water-pipes with connections and fixtures, in, 
 through or over the lands of others ; the right to intercept and 
 divert the flow of waters from the lands of riparian owners, and 
 from persons owning or interested in any waters, and the right 
 to prevent the flow or drainage of noxious or impure matters 
 from the lands of others into its reservoirs or sources of supply. 
 If any such corporation, which has made a contract with any 
 city, town or village to supply it with pure and wholesome 
 water as authorized by section eighty-one of this article, shall 
 be unable to agree upon the terms of purchase of any such 
 property or rights, it may acquire the same by condemnation. 
 But no such corporation shall have power to take or use water 
 from any of the canals of this state or any canal reservoirs as 
 
2 20 TRANSPORTATION CORPORATIONS LAW. [§85 ; § ICO 
 
 feeders, or any streams which have been taken by the state for 
 the purpose of supplying the canals with water. 
 
 As amended by Laws of 1892, ch. 617, §4. See Code of Civ. Pro. § 3357 
 et seq. 
 
 § 85. Corporation may contract with other cities, towns or 
 villages; amended certificate. — When any such corporation 
 has entered into a contract with the authorities of any city, 
 town or village not mentioned in its certificate of incorporation, 
 but situated in the same county as the city, towns or villages 
 mentioned therein or an adjoining county, to supply it with 
 pure and wholesome water, it may file an amended certificate, 
 stating the name of such other city, town or village to be no sup- 
 plied with water, and it may thereupon supply any such city, 
 town or village with water in the same manner and with the 
 same rights and subject to the same requirements as if it had 
 been named in the original certificate of incorporation. 
 As amended by Laws of 1892, ch, 617, § 5. 
 
 ARTICLE VIII. 
 
 TELEGRAPH AND TELEPHONE CORPORATIONS. 
 
 Section 100. Incorporation. 
 
 loi. Extension of lines. 
 
 102. Construction of lines. 
 
 103. Transmission of despatches. 
 
 104. Consolidation of corporations. 
 
 105. Special policemen. 
 
 Section ioo. Incorporation. — Seven or more persons may 
 become a corporation for the purpose of constructing, owning, 
 using and maintaining a line or lines of electric telegraph or 
 telephone, wholly within or partly beyond the limits of this 
 state, or for the purpose of owning any interest in any such 
 line or lines, or any grants therefor by executing, acknowledg- 
 ing and filing a certificate, stating the name of the corporation ; 
 its general route and the points to be connected ; its capital 
 stock ; the number of shares into which it is to be divided ; the 
 term of its existence; the number of its directors not less than 
 seven ; the names and residence of the directors for the first 
 
§§ IOI-IO3] TELEGRAPH, TELEPHONE CORPORATIONS. 221 
 
 year, and the post-office address of the subscribers and the 
 number of shares which each agrees to take in such corpora- 
 tion. 
 
 (For form, see post. Forms, XXXVL) 
 
 § lOi. Extension of lines. — Any such corporation may con- 
 struct, own, use and maintain any line of electric telegraph or 
 telephone, not described in its original certificate of incorpora- 
 tion, whether wholly within or partly beyond the limits of 
 this state, and may join with any other corporation in con- 
 structing, leasing, owning, using and maintainirig such line, or 
 hold or own any interest therein, or becomes lessees thereof, 
 upon filing in the same manner as the original certificate is 
 required to be filed, an amended certificate, executed and 
 acknowledged by at least two-thirds of the directors of such 
 corporation, describing the general route of such line or lines, 
 and designating the extreme points connected thereby, and 
 upon procuring the written consent of the persons owning at 
 least two-thirds of the capital stock of such corporation, and 
 such amended certificate shall not be filed until there is indorsed 
 thereon or annexed thereto an affidavit made by at least three 
 of the directors of the corporation that such consent has been 
 obtained, which affidavit shall be filed with and be a part of 
 such certificate. 
 
 § 102. Construction of lines— Such corporation may erect, 
 construct and maintain the necessary fixtures for its lines 
 upon, over or under any of the public roads, streets and high- 
 ways ; and through, across or under any of the waters within 
 the limits of this state, and upon, through or over any other 
 land, subject to the right of the owners thereof to full compen- 
 sation for the same. If any such corporation cannot agree 
 with such owner or owners upon the compensation to be paid 
 therefor, such compensation shall be ascertained in the manner 
 provided in the condemnation law. 
 
 § 103. Transmission of despatches. — Every such corpora- 
 tion shall receive despatches from and for other telegraph or 
 telephone lines or corporations, and from and for any individual, 
 and on payment of the usual charges by individuals for transmit- 
 ting despatches as established by the rules and regulations 
 
222 TRANSPORTATION CORPORATIONS LAW. [§§ IO4, IO5 
 
 of such corporation, transmit the same with impartiality and 
 good faith and in the order in which they are received, and if 
 it neglects or refuses so to do, it shall pay one hundred dollars 
 for every such refusal or neglect to the person or persons send- 
 ing or desiring to send any such despatch, and entitled to have 
 the same so transmitted, but arrangements may be made with 
 the proprietors or publishers of newspapers for the transmission 
 for publication of intelligence of general and public interest 
 out of its regular order. 
 
 § 104. Consolidation of corporations. — Any corporation 
 organized under this article may lease, sell or convey its prop- 
 erty, rights, privileges and franchises, or any interest therein, or 
 any part thereof to any telegraph or telephone corporation 
 organized under or created by the laws of this or any other 
 state, and may acquire by purchase, lease or conveyance the 
 property rights, privileges and franchises, or any interest therein 
 or part thereof of any such corporation, and may make pay- 
 ments therefor in its own stock, money or property, or receive 
 payment therefor in the stock, money or property of the corpo- 
 ration to which the same may be so sold, leased or conveyed, 
 but no such lease, sale, purch'ase or conveyance shall be valid 
 until it shall have been ratified and approved by a three-fifths 
 vote of its board of directors or trustees, and by the vote or 
 written consent of stockholders owning at least three -fifths of 
 the capital stock given at a meeting of all the stockholders duly 
 called for that purpose. 
 
 § 105. Special policemen.— The police department or board 
 of police of any city may, in addition to the police force now 
 authorized by law, appoint a number of persons, not exceeding 
 two hundred, who may be designated by any corporation oper- 
 ating a system Si signaling by telegraph to a central ofifice for 
 police assistance, to act as speciar patrolmen in connection with 
 such telegraphic system. And the person so appointed shall, in 
 and about such service, have all the powers possessed by the 
 members of the regular force, except as may be limited by and 
 subject to the supervision and control of the police department 
 or board of police of such city. No person shall be appointed 
 such special policeman who does not possess the qualifications 
 
§. 105] TURNPIKES, PLANK-ROADS, BRIDGES. 223 
 
 required by such police department or board of police for such 
 special service ; and persons so appointed shall be subject, in 
 case of emergency, to do duty as part of the regular police 
 force of the city. 
 
 The police department or board of police shall have power 
 to revoke any such appointment at any time, and every person 
 appointed shall wear a badge and uniform, to be furnished by 
 such corporation and approved by the police department or 
 board of police, such uniform shall be designated at the time of 
 the first appointment, and shall be the permanent uniform to 
 be worn by such special police, and the pay of such special 
 patrolmen and all expenses connected with their service shall 
 be wholly paid by such corporation, and no expense or liability 
 shall at any time be incurred or paid by the police department 
 or board of police of any city, for or by reason of the services 
 of such persons so appointed. 
 
 ARTICLE IX. 
 TURNPIKE, PLANK-ROAD AND BRIDGE CORPORATIONS. 
 
 Section 120: Incorporation. 
 
 121. Restriction upon location of road. 
 
 122. Agreement for use of highway. 
 
 123. Application to board of supervisors. 
 
 124. Commissioners to lay out road.. 
 
 125. Possession of and title to real estate. 
 
 126. Use of turnpike road by plank-road. 
 
 127. Width and construction of road. 
 
 128. Construction of bridges. 
 
 129. Certificate of completion of road or bridge. 
 
 130. Toll-gates and rates of toll, and exemptions. 
 
 13 1. Toll gatherers. 
 
 132. Penalty for running a gate. 
 
 133. Location of gates and change thereof. 
 
 134. Inspectors, their powers and duties. 
 
 135. Change of route, extensions and branches. 
 
 136. Mile stones, guide-posts and hoist-gates. 
 
 137. Location of office of corporation. 
 
 138. Consolidation of corporations, sale of franchise. 
 
 139. Surrender of road. 
 
 140. Taxation and exemption. 
 
 141. Hauling logs and timber. 
 
 142. Encroachment of fences. 
 
224 TRANSPORTATION CORPORATIONS LAW. [§§ I 20, 121 
 
 Section 143. Penalty for fast driving over bridges. 
 
 144. Acts of directors proliibited. 
 
 145. Actions for penalties. 
 
 146. Proof of incorporation. 
 
 147. When stockholders to be directors. 
 
 148. Dissolution of corporation, road to be a highway. 
 
 149. Town must pay for lands not originally a highway. 
 
 150. Highway labor upon line of plank-road or turnpike. 
 
 151. Extension of corporate existence. 
 
 Section 120. Incorporation. — Five or more persons may 
 become a corporation for the purpose of constructing, main- 
 taining and owning a turnpike, plank-road, or abridge or cause- 
 way across any stream or channel of water, or adjoining bay, 
 swamp, marsh, or water, to form in connection with such 
 bridge or causeway a continuous roadway across the same, by 
 signing, acknowledging and filing a certificate containing the 
 name of the corporation, its duration, not exceeding fifty 
 years, the amount and number of shares of its capital stock, 
 the number of its directors, and their names and post-office ad- 
 dress for the first year, the termini of the proposed road, its 
 length, and each town, city or village into or through which it 
 is to pass, or of a bridge, the location and plan thereof, and the 
 post-office address of each subscriber, and the number of shares 
 of stock which he agrees to take, the aggregate of which sub- 
 scriptions shall not be less than five hundred dollars for every 
 mile of road, or if a bridge corporation not less than one-fourth 
 of the amount of the capital stock, and five per cent of which 
 must be actually paid in cash. There shall be indorsed on and 
 annexed to the certificate and made a part thereof the affidavit 
 of at least three of the directors named therein that the re- 
 quired amount of capital stock has been subscribed and the 
 prescribed percerflage paid in cash. 
 
 {For form, see post. Forms, XXXVII.) 
 
 § 121. Restrictions upon location of road. — No such road 
 shall be laid out through any orchard of the growth of four 
 years or more to the injury or destruction of fruit trees, or 
 through any garden cultivated for four years or more before 
 the laying out of the road, or through any dwelling-house or 
 
§§ 122, 123] TURNPIKES, PLANK-ROADS, BRIDGES. 225 
 
 building connected therewith, or any yards or inclosures neces- 
 sary for its use or enjoyment without the consent of the 
 owner thereof, nor shall any such corporation bridge any 
 stream in any manner that will prevent or endanger the passage 
 of any raft of twenty-five feet in width, or where the same is 
 navigable by vessels or steamboats. 
 
 § 122. Agreement for use of highways. — The supervisor 
 and commissioner of highways, or a majority if there be more 
 than one of any town, may agree in writing with any such 
 corporation for the use of any part of a public highway 
 therein required for the construction of any such road, and the 
 compensation to be paid by the corporation for taking and 
 using such highway for such purpose on first obtaining consent 
 of at least two-thirds of all the owners of land bounded on or 
 along such highway, which agreement shall be filed and re- 
 corded in the town clerk's office of the town. If such agree- 
 ment cannot be made the corporation may acquire the right to 
 take such highway for such purpose by condemnation. The 
 compensation therefor shall be paid to the commissioners of 
 highways, to be expended by them in improving the highways 
 of the town. 
 
 § 123. Application to board of supervisors. — If the lands nec- 
 essary for the construction of the road or bridge of any such cor- 
 poration in any county have not been procured b)' gift or pur- 
 chase, and the right to take and use any part of any highway 
 therein required by such corporation shall not have been pro- 
 cured by agreement with the supervisor and commissioners of 
 highways of the town in which such highway is situated, 
 the corporation may make application to the board of super- 
 visors of each county in which such bridge or road, or any part 
 thereof, is to be located, for authority to build, lay out and 
 construct the same, and take the necessary real estate for such 
 purpose. Notice of the application shall be published in at 
 least one public newspaper in each county for six successive 
 weeks, specifying the time and place where it will be made, the 
 location, length and breadth of any such bridge, and the length 
 and route of any such proposed road, its character, and each 
 town, city and village in or through which it is to be con- 
 15 
 
226 TRANSPORTATION CORPORATIONS LAW. [§ 1 24 
 
 structed. The application may be made at any annual or 
 special meeting of the board, and if the corporation desires a 
 special meeting therefor, any three members of the board may 
 fix a time when the same shall be held, and notice thereof shall 
 
 t 
 
 be served upon each of the other supervisors by delivering the 
 same to him personally or leaving it at his place of residence 
 at least twenty days before the minutes," and the expenses of 
 the special meeting and of notifying the members of the board 
 thereof shall be paid by the corporation. All persons inter- 
 ested therein or owning real estate in any of the towns through 
 which it is proposed to construct the road may appear and be 
 heard upon the hearing of the application. The board may 
 take testimony in respect thereto, or authorize it to be taken 
 by a committee of the board, and may adjourn the hearing from 
 time to time. After hearing the application the board may, 
 by an order entered in its meetings,' authorize the corporation 
 to construct such bridge or road, and to take the real estate 
 necessary for that purpose, and a copy of the order certified by 
 the clerk of the board shall be recorded by the corporation in 
 the office of the clerk of the county in which such bridge or 
 road or any part thereof is to be located before any act shall be 
 done under it. 
 
 § 124. Commissioners to lay out roads.— If the applica- 
 tion for the construction of any such road is granted, the board 
 shall appoint three disinterested persons, not owners of real 
 estate in any town, through which the road is to be con- 
 structed, or in any adjoining town, commissioners to lay 
 out the road. They shall take the constitutional oath of office, 
 and without unnecessary delay lay out the route of such road in 
 such manner as in their opinion will best promote the public 
 interests ; they jhall hear all persons interested who shall apply 
 to be heard, and may take testimony in relation thereto, and 
 shall cause an accurate survey and description of the road and 
 the necessary buildings and gates, signed and acknowledged by 
 them, to be recorded in the clerk's office of the county. If the 
 road is situated in more than one county, such survey and de- 
 
 ' Sp in the original. 
 
■§§ 12 5, 126] TURNPIKES, PLANK-ROADS, BRIDGES. 227 
 
 scription shall be separate as to that portion in each county and 
 filed in the office of the clerk of the county in ' which it relates. 
 The corporation shall pay each commissioner three dollars for 
 ■every day spent by him in the performance of his duties and 
 his necessary expenses. 
 
 § 125. Possession of and title to real estate.— The route 
 so laid out and surveyed by the commissioners shall be the 
 route of the road, and the corporation may enter upon, take 
 and hold for the purposes of its incorporation, the lands de- 
 scribed in such survey as necessary for the construction of its 
 road, and requisite buildings and gates. If for any cause the 
 owner of any such lands shall be incapable of selling the same 
 or his name or residence can not, with reasonable diligence, be 
 ascertained, or the corporation is unable to agree with the 
 owner for the purchase thereof, it may acquire title thereto by 
 
 ■condemnation. 
 
 See Code of Civ. Pro. § 3357 et seq. 
 
 % 126. Use of turnpike road by plank-road. — No plank- 
 road shall be made on the roadway of any turnpike corporation 
 Avithout its consent, except for the purpose of crossing the same. 
 Any plank-road corporation may contract with any connecting 
 turnpike corporation for the purchase of its roadway or a part 
 thereof, or of its stock, on such terms as may be mutually 
 agreed upon, and such stock, if purchased, shall be held by the 
 plank-road corporation for the benefit of its stockholders in 
 proportion to the amount of stock held by each, and a transfer 
 of stock in the plank-road corporation shall carry with it its 
 proportional amount of the turnpike stock, and entitle the 
 holder thereof to his share of the dividends derived therefrom. 
 After the purchase of the whole of the stock of any such turn- 
 pike corporation by such plank-road corporation, the directors 
 of the plank-road corporation shall be the directors of the turnpike 
 ■corporation, and shall manage its affairs and render an account 
 of the same annually to the stockholders of the plank-road cor- 
 poration. If the plank-road corporation is dissolved, its stock- 
 holders at the time of dissolution shall be the stockholders of the 
 
 > So in tlie original. 
 
228 TRANSPORTATION CORPORATIONS LAW. [§§ I 2 7, I 28 
 
 turnpike corporation in proportion to the amount of stock held 
 by each, and the stock of the turnpike corporation shall there- 
 after be deemed to be divided into shares equal in number to the 
 shares of stock of the late plank-road corporation, and scrip 
 therefor shall be issued accordingly to each of the last stock- 
 holders of the plank-road corporation, and the officers of the turn- 
 pike corporation shall be the same in number as provided for in 
 its charter or certificate of incorporation, and shall be chosen by 
 such former stockholders of the plank-road corporation or their 
 assigns. A corporation owning a turnpike road on or adjoin- 
 ing which a plank-road shall have been constructed, may 
 abandon that portion of its road on or adjoining the route of 
 which a plank-road is actually constructed and used. 
 
 § 127. Width and construction of road. — Every such plank- 
 road shall be so constructed as to make, secure and maintain a 
 smooth and permanent road, the track of which shall be made 
 of timber, plank or other hard material forming a hard and even 
 surface, and every such turnpike road shall be bedded with 
 stone, gravel or such other material as maybe found on the line 
 thereof, and faced with broken stone or gravel, forming a hard 
 and even surface with good and sufficient ditches on each side 
 wherever practicable, and all such roads shall be laid out at least 
 four rods wide, and the arch or bed at least eighteen feet wide, 
 and shall be so constructed as to permit carriages and other 
 vehicles convenientlj' to pass each other, and to pass on and ofl 
 such road where intersected with other roads. Any corpora- 
 tion which shall have once laid its road with plank may relay 
 the same, or any part thereof, with broken stone, gravel, shells 
 or other hard materials, forming a good and substantial road. 
 Any plank-road or turnpike corporation may lay iron rails on its 
 road suitable fc# the use of wagons and vehicles drawn by horses 
 or animals over its road, but no other motive power shall be 
 used thereon. 
 
 § 128. Construction of bridges ; obstruction of rafts pro- 
 hibited. — Every bridge constructed by any such corporation 
 shall be built with a good and substantial railing or siding at 
 least four and one-half feet high, and over any stream navigable 
 by rafts the corporation shall keep the channel of the stream 
 
§§ 129, 130] TURNPIKES, PLANK-ROADS, BRIDGES. " 229 
 
 above and below the bridge free and clear from all deposits, 
 formed or occasioned by the erection of the bridge, which shall 
 in anywise obstruct the navigation thereof, and shall be liable 
 to all persons unreasonably or unnecessarily delayed or hin- 
 dered in passing the same, for all damages sustained thereby. 
 No such bridge shall be constructed over or across any river 
 or watercourse where the tide ebbs and flows or any water used 
 for a harbor, or any lake, river or water navigable by sail vessels 
 or steamboats, nor within the limits prescribed by law, within 
 which a bridge shall not be erected and maintained in prox- 
 imity to another bridge. 
 
 § 129. Certificate of completion of road or bridge. — When 
 any such corporation shall have completed its bridge or road, 
 or any five consecutive miles thereof, it may apply to the com- 
 missioners of highways of each town in which the completed 
 road or bridge is situated to inspect the same, and if a majority 
 of the commissioners are satisfied that the road or bridge is 
 made and completed as required by law, and in a manner safe 
 and convenient for the public use, they shall make a certificate 
 to that effect, which shall be filed in the office of the county 
 clerk. Each commissioner shall be paid by the corporation two 
 dollars per day for his services and necessary expenses. 
 
 § 130. Gates, rates of toll ; and exemption. — Upon filing 
 such certificate such corporation may erect a toll-gate at such 
 bridge or one or more toll-gates upon the road so inspected, 
 and may demand and receive the following rates of toll, a 
 printed list of which shall be conspicuously posted at or over 
 each gate : If a bridge corporation, such sum as shall be from 
 time to time prescribed by the board of supervisors of the 
 county or counties in which the bridge is located. If a turn- 
 pike or plank-road, for every vehicle drawn by one animal, one 
 cent per mile, and one cent per mile for each additional animal ; 
 for every vehicle used chiefly for carrying passengers, three cents 
 per mile, and one cent per mile for each additional animal ; for 
 every horse rode, led or driven, three-quarters of a cent per 
 mile ; for every score of sheep or swine, one and one-half cents 
 per mile, and for every score of neat cattle, two cents per mile. 
 When diverging roads strike any plank-road or turnpike at or 
 
230 TRANSPORTATION CORPORATIONS LAW. [§ IST 
 
 near any toll-gate, the board of supervisors of the county may 
 direct that the toll charge shall commence from the point of 
 such divergence, and only for the distance traveled on such 
 turnpike or plank-road, but fractions of cents may be made units 
 of cents in favor of the plank-road or turnpike corporation. The 
 corporation may from time to time commute, but not for a 
 longer period than one year at any one time, with any person 
 whose place of abode shall adjoin or be near to the road for the 
 toll payable at the nearest gate on each side thereof, and the 
 commutation maybe renewed from year to year. No tolls shall 
 be charged or collected at any gate, from any person going to 
 or from public worship, a funeral, school, town meeting or 
 election at which he is a voter to cast his vote, a military par- 
 ade which he is required by law to attend, any court which he 
 shall be required to attend as a juror or witness, nor when going^ 
 to or from his required work upon any public highway, nor 
 when transporting troops in the actual service of the United 
 States; and no toll from persons living within one-half mile 
 of the gate by the most usual traveled road when not engaged 
 in the transportation of other persons or property except that 
 persons living within one mile of the gate, by the most usually 
 traveled road, in an incorporated village of over six thousand 
 inhabitants, when not engaged in the transportation of the 
 persons or property shall be exempt from the payment of toll. 
 As am'd by L. 1893, c. 538. 
 
 § 131. Toll gatherers. — Every such corporation may appoint 
 toll gatherers to collect toll at each gate, who may detain and 
 prevent from passing through the gate any person riding, lead- 
 ing or driving animals or vehicles, subject to the payment of 
 toll, until the tol^is paid, but if he shall unreasonably hinder or 
 delay any traveler or passenger liable to the payment of toll, or 
 shall demand or receive from any person more toll than he is 
 authorized by law to collect, he shall forfeit to such person the 
 sum of five dollars for every offense, and the corporation em- 
 ploying him shall be liable for the payment thereof, and for any 
 damages sustained by any person for acts done or omitted to be 
 done by him in his capacity of toll gatherer, if, on recovery of 
 
§§ 132, 133] TURNPIKES, PLANK-ROADS, BRIDGES. 23 1 
 
 judgment against the toll gatherer therefor, execution thereon 
 shall be returned nulla bona. 
 
 § 132. Penalty for running a gate.— Any person who, with 
 intent to avoid the payment of toll, shall pass any gate, with- 
 out paying the toll required by law, or shall, with his team, 
 carriage or horse, turn out of a turnpike or plank-road and pass 
 any gate thereon on ground adjacent thereto, shall forfeit for 
 each offense the sum of ten dollars to the corporation injured. 
 
 § 133. Location of gates and change thereof. — No such 
 corporation shall erect any toll-gate, house, or other building 
 within ten rods of the front of any dwelling house, barn or other 
 out-house, without the written consent of the owner, and the 
 county judge of the county in which the same is located shall,' 
 on application, order any building so erected to be removed, 
 and if a majority of the commissioners of highways of any town, 
 in which a toll-gate shall be located, or in an adjoining town, 
 shall deem the location of any gate unjust to the public iuterests 
 by reason of the proximity of diverging roads or otherwise, 
 they may, on fifteen days' written notice to the president or 
 secretary of the corporation, apply to the county court of the 
 county in which the gate is located, for an order to alter or 
 change its location. On hearing such application, and viewing 
 the premises, if deemed necessary, the court may make such 
 order in the matter as may be just and proper. Either party 
 may, within fifteen days thereafter, appeal to the general term 
 of the supreme court from such order, on giving such security 
 as the county judge, making the order, may prescribe. Upon 
 such appeal the supreme court, on motion of either party and 
 on due notice, shall appoint three disinterested persons who 
 are not residents of any town through or into which such road 
 shall run, or to or from which it is the principal thoroughfare, 
 or any adjoining town, as referees to hear, try and determine 
 the appeal. Such referees shall view the premises and the 
 location of the gate, and hear the parties in the same manner 
 as on the trial of an issue of fact by a referee in a civil action 
 in the supreme court, and report their decision thereon and the 
 reasons therefor, and the evidence taken thereon to the supreme 
 court, and such court shall review the report and render judg- 
 
?32 TRANSPORTATION CORPORATIONS LAW. [§ 1 34 
 
 ment thereon as justice and equity shall require, which shall be 
 final and conclusive. The referees shall be entitled to the same 
 fees as referees in civil actions in the supreme court, to be 
 paid in the first instance by the party in whose favor their re- 
 port or decision shall be, and the supreme court shall award 
 judgment therefor, with such costs and expenses as it may 
 deem reasonable, to the successful party on the appeal, which 
 judgment shall be entered with the order afifirming or reversing 
 the order appealed from, and may be enforced, by execution as 
 a judgment of a court of record. If the order of the county court 
 is not appealed from, it may be enforced, as the court may 
 direct, and the court may allow such costs as may be deemed 
 just and equitable. 
 
 § 134. Inspectors ; their powers and duties. — The com- 
 missioners of highways of the several towns and the trustees or 
 other officers in the incorporated cities and villages of the state, 
 who perform the duties of commissioners of highways in such 
 cities and villages, shall be inspectors of plank-roads and turn- 
 pikes, in their respective towns, cities and villages. They shall 
 personally inspect the whole of such turnpike or plank-road as 
 lies in their respective towns, villages or cities, at least once in 
 each month, and upon written complaint to them, or any of 
 them, that any part of such road is out of repair, they shall, 
 without delay, view and examine the part complained of, and 
 if it shall be found to be out of repair, or in condition not to be 
 conveniently used by the public, they shall give written notice 
 to the toll gatherer or person attending the gate nearest the 
 place out of repair or in bad condition to cause the same to be 
 put in good condition within forty-eight hours from the service 
 of the notice, and in default thereof they shall order the toll- 
 gates upon such road to be immediately thrown open until the 
 road shall be fully repaired to the satisfaction of the inspector. 
 The fees of the inspectors for such services shall be two dollars 
 for each day actually employed, to be paid by the corporation 
 or person whose road is so inspected, if they order the gates to 
 be thrown open, but otherwise to be charged, audited and paid 
 in. the same manner as other fees of commissioners of highways. 
 Any party aggrieved by the order of the inspectors may appeal 
 
§ 135] TURNPIKES, PLANK-Rt)ADS, BRIDGES. 233 
 
 therefrom to the county court of the county in which that part 
 of the order ' is situated within twenty days after service of the 
 order by serving a notice of appeal upon one of the inspectors, 
 and filing a copy thereof in the county clerk's office, and the 
 appeal may be brought on for hearing upon a notice of not less 
 than five days, and the county court shall always be open to 
 hear the same, and upon hearing the proofs and allegations of 
 the parties the court may affirm, reverse or modify the order. 
 If the order requires the gates to be thrown open, they shall re- 
 main open during the pendency of the appeal. Any inspector 
 who shall neglect to perform his duties as such inspector, shall 
 forfeit the sum of twenty-five dollars for each offense. Every 
 keeper of a gate ordered to be thrown open not immediately 
 obeying such order, or not keeping such gate open until a cer- 
 tificate permitting it to be closed shall be granted, or hindering 
 or delaying any person in passing, or taking any tolls from any 
 person passing such gate during the time it ought to be open, 
 shall forfeit to the party aggrieved the sum of ten dollars for 
 each offense, and the corporation owning the road, who shall 
 refuse or neglect to obey the requirements of any such notice 
 or order, shall forfeit to the people of the State the sum of two 
 hundred dollars for each offense. 
 
 § 135. Change of route ; extensions and branches. — Any 
 such corporation may, with the written consent of the owners 
 of two-thirds of its capital stock, and of a majority of the com- 
 missioners of highways of the town or towns, in which any 
 change or extension is proposed to be made, construct branches 
 to its main line or extend the same, or change the route of its 
 road or any part thereof, and acquire the right of way for the 
 same in the same manner as for the original or main line, and 
 may, by any of its officers, agents or servants, enter upon lands 
 for the purpose of making any examination, survey or map, 
 doing no necessary damage, but before entering upon, taking; 
 or using such lands, the corporation shall make a survey and 
 map thereof, designating thereon the lands of each owner or 
 occupant intended to be taken or used, which shall be signed 
 and acknowledged by the engineer making the same and the 
 
 ' So in the original. 
 
234 TRANSPORTATION CORPORATIONS LAW. [§§ 1 36, I37 
 
 president of the corporation, and filed in the office of the clerk 
 of the county in which the land is situated. 
 
 § 136. Mile-stones, guide-posts and hoist-gates. — A mile- 
 stone or post shall be erected and maintained by every such 
 corporation on each mile of its road, on which shall be fairly 
 and legibly marked or inscribed the distance of such stone or 
 post from the place of commencement of the road, and when 
 the road shall commence at the end of any other road 
 having mile-stones or posts on which the distance from any 
 city or town is marked, a continuation of that distance shall in 
 like manner be inscribed. A guide-post shall also be erected 
 at the intersection of every public road leading into or from 
 every turnpike or plank-road, on which shall be inscribed the 
 name of the place to which such intersecting road leads in the 
 direction to which the name on the guide-post shall point. No 
 plank-road or turnpike corporation shall erect or put up any 
 hoist-gate on its road. Any person who shall willfully break, 
 cut down, deface or injure any mile-stone, post or gate on such 
 road, or dig up, or injure any part of the road, or anything be- 
 longing thereto, shall forfeit to the corporation twenty-five 
 dollars for every offense, in addition to the damages resulting 
 from the act. 
 
 § 137. Location of office of corporation. — Within two 
 weeks after the formation of any such corporation its direct- 
 ors shall designate some place within a county in which its 
 road or bridge, or some part thereof, shall be constructed as its 
 office, and shall give public notice thereof by publishing the 
 same once in each week for three successive weeks in a public 
 newspaper in the county, and shall file a copy of the notice in 
 the office of the county clerk of every county in which any 
 part of the road or Bridge is, or is to be constructed, and if the 
 location of such office shall be changed, like notice of the 
 change shall be published and filed, in which shall be specified 
 the time of making the change, before it shall take effect. 
 Every notice, summons, or other paper required by law to be 
 served on the corporation may be served by leaving the same 
 at such office with any person having charge thereof, at any 
 
§§ 138-140] TURNPIKES, PLANK-ROADS, BRIDGES. 235 
 
 time between nine o'clock in the forenoon, and five o'clock in 
 the afternoon of any day except Sunday or a legal holiday. 
 
 § 138. Consolidation of corporations and sale of franchise. 
 — Any two or more of such corporations may consolidate into 
 one corporation on such terms as the persons owning two- 
 thirds of the stock of each corporation may agree upon, and 
 may change the name of the road on filing in the office where 
 the original certificates of incorporation were filed, a cer- 
 tificate containing the names of the roads so consolidated, and 
 the name by which such road shall thereafter be known. Any 
 plank-road or turnpike corporation may, with the consent of 
 the owners of sixty per cent of its stock, sell, and convey the 
 whole or any part of its rights, property and franchises to any 
 other domestic plank-road or turnpike corporation, and such 
 sale and conveyance shall vest the rights, property and fran- 
 chises thereby transferred in the corporation to which they are 
 conveyed for the term of its corporate existence. 
 
 § 139. Surrender of road. — The directors of any plank-road 
 or turnpike corporation may abandon the whole or any part of 
 its road at either or both ends thereof, upon obtaining the writ- 
 ten consent of the stockholders, owning two-thirds of the stock 
 of the corporation, which surrender shall be by a declaration in 
 writing to that effect, attested by the seal of the corporation 
 and acknowledged by the president and secretary. Such dec- 
 laration and consent shall be filed and recorded in the clerk's 
 ofifice of the county in which any part of the road abandoned 
 shall be situated, and the road so abandoned shall cease to be 
 the road or property of the corporation, and shall revert and 
 belong to the several towns, cities and villages through which 
 it was constructed, and the corporation shall no longer be 
 liable to maintain it or to be assessed thereon, or permitted to 
 collect tolls for traveling over the same, but without impairing 
 its right to take toll on the remaining part of its road at the 
 rate prescribed by law. 
 
 § 140. Taxation and exemption. — So much of any bridge 
 or toll-house of any bridge corporation as may be within any 
 town, city or village, shall be liable to taxation therein as real 
 estate. Toll-houses and other fixtures and all property belong- 
 
236 TRANSPORTATION CORPORATIONS LAW. [§§ I4I, I42 
 
 ing to any plank-road or turnpike corporation shall be exempt 
 from assessment and taxation for any purpose until the sur- 
 plus annual receipts of tolls on its road over necessary repairs 
 and a suitable reserve fund for repairs or relaying of plank, 
 shall exceed seven per cent per annum on the first cost of the 
 road. If the assessors of any town, village or city and the cor- 
 poration disagree concerning any exemption claim, the corpo- 
 ration may appeal to the county judge of the county in which 
 such assessment is proposed to be made, who shall, after due 
 notice to both parties, examine the books and vouchers of the 
 corporation, and take such further proof as he shall deem 
 proper, and decide whether such corporation is liable to taxa- 
 tion under this section, and his decision shall be final. 
 
 § 141. Hauling logs and timber. — Any person who shall 
 draw or haul or cause to be drawn or hauled, any logs, timber 
 or other material upon the bed of any plank or turnpike road, 
 unless the same shall be entirely elevated above the surface of 
 the road on wheels or runners, and the road-bed shall be injured 
 thereby, or who shall do or cause to be done any act by which 
 the road-bed, or any ditch, sluice, culvert or drain appertaining 
 to any turnpike or plank-road shall be injured or obstructed, or 
 shall divert or cause to be diverted, any stream of water so as 
 to injure or endanger any part of such road, shall forfeit to the 
 corporation the sum of five dollars for every offense in addition 
 to the damages resulting from the wrongful act. 
 
 § 142. Encroachment of fences. — Whenever the president 
 or secretary of any turnpike or plank-road corporation shall no- 
 tify any inspector of such roads in the county where situated 
 that any person is erecting or has erected any fence or other 
 structure upon any part of the premises lawfully set apart for 
 any such turnpike or plank-road, the inspector shall examine 
 into the facts and otder the fence or other structure to be re- 
 moved if it shall appear to be upon any part of any such road, 
 and any person neglecting or refusing to remove the same 
 within twenty days or such further time not exceeding three, 
 months, as may be fixed by the inspector, shall forfeit to the 
 corporation the sum of five dollars for every day during which 
 the fence or other structure shall remain upon such road, but 
 
§§ 143-146] TURNPIKES, PLANK-ROADS, BRIDGES. 237 
 
 no such order shall require the removal of any fence, previously 
 erected, between the first day of December and the first day of 
 April. 
 
 § 143. Penalty for fast driving over bridges. — Any plank- 
 road, turnpike or bridge corporation may put up and maintain 
 at conspicuous places at each end of any bridge, owned or main- 
 tained by it, the length of whose span is not less than twenty- 
 five feet, a notice with the following words in large characters : 
 " One dollar fine for riding or driving over this bridge faster 
 than a walk." Whoever shall ride or drive faster than a walk, 
 over any bridge upon which such notice shall have been placed, 
 and shall then be, shall forfeit to the corporation the sum of 
 one dollar for every such offense. 
 
 § 144. Acts of directors prohibited. — No director of any 
 such corporation shall be concerned, directly or indirectly, in 
 any contract for making or working any road belonging to it 
 during the time he shall be a director. No contractor for the 
 making of such road, or any part thereof, shall make a new con- 
 tract for the performance of his work, or any part of it, other 
 than by hiring hands, teams, carriages or utensils, to be super- 
 intended and paid by himself, unless such new contract and its 
 terms be laid before the board of directors and be approved by 
 them. 
 
 § 145. Actions for penalties. — No action to recover any pen- 
 alty against any turnpike, or plank-road corporation, shall be 
 commenced or maintained against it, or any of its officers or 
 agents, unless commenced within thirty days after the penalty 
 was incurred. 
 
 § 146. Proof of incorporation. — In any action brought by 
 or against any domestic turnpike or plank-road corporation, 
 which shall have been in actual operation, and in possession of 
 a road upon which it has taken toll for five consecutive years, 
 next preceding the commencement of the action, parol proof 
 of such corporate existence and use shall be sufficient to estab- 
 lish the incorporation of the corporation, for all the purposes of 
 the action, unless the opposing party shall set up a claim in his 
 complaint or answer duly verified of title in himself to the road. 
 
238 TRANSPORTATION CORPORATIONS LAW. [§§ I47, I48 
 
 or some part thereof stating the nature of his title, and right to 
 the immediate possession and use thereof. 
 
 § 147. When stockholders to be directors. — When the whole 
 number of stockholders in any turnpike or plank-road corpora- 
 tion shall not exceed the number of the directors specified in 
 the certificate of incorporation, each stockholder shall be a di- 
 rector of such corporation, and the stockholders shall constitute 
 the board of directors, whatever may be their number, and a 
 majority thereof shall be a quorum for the transaction of busi- 
 ness. 
 
 § 148. Dissolution of corporation. — Every turnpike, plank- 
 road or bridge corporation may be dissolved by the legislature 
 when, by the income arising from tolls, it shall have been com- 
 pensated for all moneys expended in purchasing, making, re- 
 pairing and taking care of its road, and have received in addi- 
 tion thereto an average annual interest at the rate of ten per 
 cent, and on such dissolution all the rights and property of the 
 corporation shall vest in the people of the state. Any such 
 corporation, which shall not within two years from the filing of 
 its certificate of incorporation, have commenced the construc- 
 tion of its road or bridge, and actually expended thereon ten 
 per cent of its capital, or which shall not within five years from 
 such filing have completed its road or bridge, or in case such 
 bridge is destroyed, shall not rebuild the same within five years, 
 or which, for a period of five consecutive years shall have neg- 
 lected or omitted to exercise its corporate functions, shall be 
 deemed dissolved. Where the corporation has neglected or 
 omitted for five years to exercise its corporate functions, and 
 its road-bed or right of way shall have been used as a public 
 highway for that period, or where any such corporation shall have 
 become dissolved, ot*where the road or any part of it of a turn- 
 pike or plank-road corporation, or the bridge of any bridge cor- 
 poration, shall have been discontinued, such road-bed or right 
 of way, and such discontinued road or bridge, and the road or 
 bridge of any such dissolved corporation, shall thereafter be a 
 public highway, with the same effect as if laid out by the 
 commissioners of highways of the town, and be subject to the 
 
§§ 149. 150] TURNPIKES, PLANK-ROADS, BRIDGES. 239 
 
 laws relating to highways and the erection, repairing and preser- 
 vation of bridges thereon. 
 
 § 149. Town must pay for lands not originally a high- 
 way. — When the corporate existence of any plank-road or 
 turnpike corporation shall have ceased by limitation of time, or 
 where any judgment of ouster or dissolution, or restraining the 
 exercise of its franchises has been rendered in any action against 
 it, such portion of the line of its road as was built over lands 
 which were originally purchased by it and not previously a pub- 
 lic highway, shall not be used as a public highway, nor be taken 
 possession or control of by the town in which the same may be, 
 or by any of the authorities thereof, or be claimed or worked or 
 used as a public highway until the town shall pay over to the 
 treasurer, receiver or other legal representatives of the corpora- 
 tion, or its assigns, the principal sum of the amounts paid by it 
 for such lands, as shown by the deeds of conveyance thereof to 
 it, and every such judgment shall provide accordingly. Such 
 payments shall be made within three months after the expira- 
 tion of the corporate existence of the corporation, or if any 
 such judgment has been or shall be rendered within three 
 months after service of written notice of the entry thereof on 
 the supervisor of the town, and the person receiving such 
 payment shall execute a proper discharge therefor and a con- 
 veyance to the town of all the title and interest which the cor- 
 poration had in such lands at the expiration of its corporate 
 existence. 
 
 § 150. Highway labor upon line of plank-road or turn- 
 pike. — Every person liable for highway labor living or owning 
 property on the line of any plank-road or turnpike may, on 
 written application to the commissioners of highways of the 
 town, on any day previous to making out the highway warrant 
 by the commissioners, be assessed for the highway labor upon 
 his property upon the line of such road, in the discretion of the 
 commissioners to be worked out upon the line of such road as 
 a separate road district, and the commissioners shall make a 
 separate list of the persons and property so assessed, as for a 
 separate road district, and deliver the same to one of the direct- 
 ors of the corporation owning such road, who shall cause such 
 
240 TRANSPORTATION CORPORATIONS LAW. [§ 1 5 1 
 
 highway labor to be worked out on such road in the same man- 
 ner that oversees ' of highways are required to do, and such 
 directors shall possess the powers and have the authority to 
 compel the performance of such highway labor or the payment 
 of the tax therefor as such oversees' now have by law, and shall 
 make like returns to the commissioner of highways, and any 
 person so assessed may commute for the highway labor assessed 
 upon him or his property by paying the sum now fixed by law 
 as the commutation for such highway labor. 
 
 § 151. Extension of corporate existence. — No turnpike, 
 plank-road or bridge corporation shall extend its corporate ex- 
 istence, pursuant to the provisions of the general corporation 
 law, without the written consent of the persons owning at least 
 two-thirds of its capital stock, nor without the consent of the 
 board of supervisors of each county in which any part of its 
 road or bridge is situated, which consent shall be given by a 
 resolution of the board adopted at any regular or special meet- 
 ing, and a copy of such resolution, certified by the clerk of the 
 board, or verified by the afifidavit of some member thereof, to- 
 gether with such consent of the stockholders, and a statement 
 verified by the afifidavit of the president and treasurer of the 
 corporation, showing the actual capital expended upon the con- 
 struction of the road, exclusive of repairs, the name of each 
 town or ward through or into which the road passes, and, if 
 any part of the road shall have been abandoned, the actual cost 
 of the remaining part, exclusive of repairs, shall be filed with 
 the certificate of the continuance of the corporate existence. 
 No further abandonment of any road belonging to a corpora- 
 tion whose corporate existence has been so extended shall be 
 made, except with the consent of a majority of the board of 
 supervisors of thg county in which the abandoned portion of 
 the road may lie, which consent shall be filed in the ofifice of the 
 clerk of the county. 
 
 ' So in the original. » So in the original. 
 
§§ 160-163] MISCELLANEOUS PROVISIONS. 24 1 
 
 ARTICLE X. 
 
 MISCELLANEOUS PROVISIONS. 
 
 Section 160. Laws repealed. 
 
 161. Saving clause. 
 
 162. Construction. 
 
 163. When to take effect. 
 
 § 160. Laws repealed. — 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 re- 
 pealed by any law hereby repealed, but shall include all laws 
 amendatory of the laws hereby repealed. 
 
 § 161. Saving clause. — 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, prose- 
 cuted 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 eflect, in 
 the same manner as they might under the laws then existing, 
 unless it shall be otherwise specially provided by law. 
 
 § 162. Construction. — 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 con- 
 strued as a continuation of such laws, modified or amended ac- 
 cording to the language employed in this chapter, and not as 
 new enactments; and references in laws not repealed to pro- 
 visions of laws incorporated into this chapter and repealed shall 
 be construed as applying to the provisions so incorporated, and 
 nothing in this chapter shall be construed to amend or repeal 
 any provision of the Criminal or Penal Code. 
 
 § 163. When to take effect. — This chapter shall take effect 
 on May first, eighteen hundred and ninety-one. 
 16 
 
242 
 
 TRANSPORTATION CORPORATIONS LAW. 
 
 Schedule of Laws Befealed. 
 
 REVISED STATUTES, PART I. 
 
 Chap. 18, title 1. 
 
 All. 
 
 LAWS OP 
 
 CHAPTER. 
 
 BKCTIONS. 
 
 1836 
 
 284 
 
 All. 
 
 1838 
 
 262 
 
 210 
 
 All. 
 
 1847 
 
 All. 
 
 1847 
 
 287 
 
 All. 
 
 1847 
 
 398 
 
 All. 
 
 1848 
 
 37 
 
 All. 
 
 1848 
 
 45 
 
 All 
 
 1848 
 
 265 
 
 259 
 
 All. 
 
 1848 
 
 All. 
 
 1848 
 
 360 
 
 All. 
 
 1849 
 
 250 
 
 All. 
 
 1849 
 
 362 
 
 All. 
 
 1850 
 
 71 
 
 All, except § 1. 
 
 An. 
 
 1851 
 
 107 
 
 1851 
 
 487 
 
 All. 
 
 1851 
 
 98 
 
 All. 
 
 1852 
 
 228 
 
 All 
 
 1852 
 
 372 
 
 All 
 
 
 124 
 
 All. 
 
 1853 
 
 135 
 
 All. 
 
 
 245 
 
 All 
 
 1853 
 
 471 
 
 All. 
 
 
 626 
 
 All. 
 
 1854 
 
 3 
 
 All. 
 
 1854 
 
 87 
 
 All. 
 
 1854 
 
 232 . . 
 
 All. 
 
 
 300 
 
 All. 
 
 1855 
 
 485 
 
 All. 
 
 
 546 
 
 All. 
 
 1855 
 
 559 
 
 All. 
 
 1857 _ 
 
 83 
 
 202 
 
 All. 
 
 1857 
 
 All. 
 
 1857 
 
 643 
 
 All. 
 
 1868 
 
 10 
 
 All. 
 
 1859 
 
 209 
 
 All. 
 
 1859 
 
 311 
 
 All. 
 
 1860 
 
 116 
 
 All. 
 
 1861 
 
 215 
 
 All. 
 
 1861 
 
 238 
 
 All. 
 
 1862 
 
 205 
 
 All. 
 
SCHEDULE OF LAWS REPEALED. 
 Schedule of Laws Eepealed. — {Continued.) 
 
 243 
 
 REVISED STATUTES, PART I. 
 
 Chap. 18, title 1. 
 
 All. 
 
 liAWB OP 
 
 CHAPTER. 
 
 SECTIONS. 
 
 1862 
 
 248...... 
 
 425 
 
 All. 
 
 1862 
 
 All 
 
 1865 
 
 691 
 
 AH. 
 
 1865 
 
 780 
 
 All. 
 
 1866 
 
 780 
 
 All. 
 
 1867 
 
 419.... ...... 
 
 974 
 
 All. 
 
 1867 
 
 All. 
 
 1868 
 
 253 
 
 All. 
 
 1869 
 
 234 
 
 All. 
 
 1870 
 
 443.. 
 
 All. 
 
 1870 
 
 568 
 
 All. 
 
 1871 
 
 95 
 
 All. 
 
 1872 
 
 128 
 
 All. 
 
 1872 
 
 283 
 
 AU. 
 
 1872 
 
 374 
 
 All. 
 
 1872 
 
 779 
 
 All. 
 
 1872 
 
 780 
 
 All. 
 
 1873 • 
 
 440 
 
 737 
 
 4 
 
 All. 
 
 1873 
 
 All. 
 
 
 All. 
 
 1875 
 
 120 
 
 All. 
 
 1875 
 
 319 
 
 All. 
 
 1875 
 
 445 
 
 All. 
 
 
 135 
 
 All. 
 
 1876 
 
 373 
 
 All. 
 
 
 415 
 
 All. 
 
 1876 
 
 435 
 
 All. 
 
 1877 
 
 164 
 
 AU. 
 
 1878 
 
 203 
 
 All. 
 
 
 394 
 
 All. 
 
 1879 
 
 214 
 
 AIL 
 
 
 253 
 
 All. 
 
 1879 
 
 377 
 
 All. 
 
 
 441 
 
 512 
 
 All. 
 
 1879 
 
 All. 
 
 
 90 
 
 All. 
 
 1880 . 
 
 484 
 
 All. 
 
 
 77.. 
 
 All. 
 
 1881 
 
 117 
 
 All. 
 
 
 213 
 
 All. 
 
 1881 
 
 311 
 
 All. 
 
244 TRANSPORTATION CORPORATIONS LAW. 
 
 Schedule or Laws IIef£Ai.ed. — {Continued.) 
 
 REVISED STATUTES, PART I. 
 
 Chap. 18, title 1. 
 
 All. 
 
 LAWS OF 
 
 CHAPTER. 
 
 SECTIONS. 
 
 1881 
 
 813 
 
 All. 
 
 1881 
 
 337 
 
 All. 
 
 1881 
 
 464 
 
 AIL 
 
 1881 
 
 674 
 
 289 
 
 216 
 
 AU. 
 
 1882 
 
 All. 
 
 1883 
 
 All. 
 
 1883 
 
 323 
 
 All. 
 
 1883 
 
 409 
 
 All. 
 
 1883 
 
 482 
 
 483 
 
 All. 
 
 1883 
 
 All. 
 
 1883 
 
 497 
 
 All. 
 
 1884 
 
 386 
 
 All. 
 
 1885 
 
 153 
 
 All. 
 
 1885 
 
 141 
 
 All. 
 
 1885 
 
 422 
 
 All. 
 
 1885 
 
 423 
 
 All. 
 
 1886 
 
 248 
 
 All. 
 
 
 321 .*.. 
 
 All. 
 
 1886 
 
 322 
 
 All. 
 
 
 570 
 
 462 
 
 All. 
 
 1888 
 
 All. 
 
 
 369 
 
 All. 
 
Miscellaneous Statutes. 
 
 statutes relating to Joint-Stock Associations. 
 
 Articles may provide against dissolution when dissolved. 
 
 L. 1854, c. 245, § I. Whenever in pursuance of its articles of 
 association the property of any joint-stock association is repre- 
 sented by shares of stock, it may be lawful for said associations 
 to provide by their articles of association that the death of any 
 stockholder or the assignment of his stock shall not work a dis- 
 solution of the association, but it shall continue as before, nor 
 shall such company be dissolved except by judgment of a court 
 for fraud in its management or other good cause to such court 
 shown, or in pursuance of its articles of association. 
 
 Shareholders may appoint managers. — § 2. Said associa- 
 tion may also by said articles of association provide that the 
 shareholders may devolve upon any three or more of the part- 
 ners the sole management of their business. 
 
 Not given rights of corporations. — § 3. This act shall in 
 no court be construed to give said associations any rights and 
 privileges as corporations. 
 
 Power to hold real estate. — L. 1867, c. 289, § i. It shall 
 be lawful for any joint-stock company or association to pur- 
 chase, hold and convey real estate for the following purposes : 
 
 1. Such as shall be necessary for its immediate accommoda- 
 tion in the convenient transaction of its business ; or 
 
 2. Such as shall be mortgaged to it in good faith, by way of 
 security for loans made by or moneys due to such joint-stock 
 company or association ; or 
 
 3. Such as it shall purchase at sales under judgments, decrees 
 or mortgages held by such joint-stock company or association. 
 
 The said joint-stock company or association shall not 
 purchase, hold or convey real estate in any other case or for 
 
 (345) 
 
246 JOINT-STOCK ASSOCIATIONS. 
 
 any other purpose ; and all conveyances of such real estate 
 shall be made to the president of such joint-stock company or 
 association, as such president, and who, and his successors, 
 from time to time, may sell, assign and convey the same, free 
 from any claim thereon against any of the shareholders, or any 
 person claiming under them, or any or either of them.' 
 
 Reducing number of trustees. — L. 1881, c. S99, § i. Any 
 joint-stock company or corporation.with a capital of less than one 
 hundred thousand dollars, organized under a special act of the leg- 
 islature, having more than seven trustees, may reduce the num- 
 ber of its trustees to not less than seven, to be elected annually at 
 the time appointed in its articles of incorporation ; provided 
 that a majority of the stockholders of such joint-stock company 
 or corporation, shall so determine at a meeting to be held at the 
 usual place of meeting of the trustees of such joint-stock com- 
 pany or corporation, on thirty days previous notice, in writing, 
 to each stockholder of record ; such notice shall be signed by 
 not less than five stockholders, and shall be delivered in person 
 or deposited in the post-pfifice directed to each stockholder at 
 his last known address, and upon the election of the trustees as 
 herein provided, the term of office of the trustees in office at the 
 time of such election shall cease and determine. 
 
 Certificate to be filed by associations. — L. 1885, c. 505, 
 § I. Every joint-stock association transacting business within 
 this state shall, within sixty days after this act shall take effect, 
 file with the secretary of state, and also with the clerk of the 
 county where the principal business of such association is car- 
 ried on, a certificate, in writing, signed and sworn to by the 
 president and treasurer of such association, stating the name 
 of such association, the date of its organization, the law or stat- 
 ute under which it is organized and doing business, the num- 
 ber of associates required thereby, and whether the association 
 comprises said number, its place of business, and the names 
 and places of residence of its officers. 
 
 ' L. 1886, c. 2go, providing for the stock association was repealed by L. 
 reduction of the capital stock of joint- 1S92, l. 687, see ante, page 11. 
 
JOINT-STOCK ASSOCIATIONS. 247 
 
 Annual certificate to be filed. — § 2. Every such association 
 shall also annually, during the month of January in each year 
 hereafter, file a like certificate with the secretary of state, and 
 with the clerk of the county where the principal business of 
 such association is carried on, stating all the facts required to 
 be stated by the certificate referred to in the preceding section. 
 
 Certificates to be recorded ; fees. — § 3. The several certifi- 
 cates so filed, shall be recorded by the secretary of state, and 
 by the said county clerk, respectively, in a book or books to be 
 provided for that purpose. The fees for recording such certifi- 
 cates shall be the same as are prescribed by law for the recording 
 of deeds and other conveyances, and shall be paid by the asso- 
 ciation filing the same. 
 
 Effect of certificate as evidence. — § 4. The certificate so 
 filed, and the records thereof, and copies of such certificates or 
 records, certified by the officers with whom the same are filed, 
 shall be presumptive evidence of the truth of all the facts 
 therein stated against all the persons named in said certificates 
 as officers, or members thereof. 
 
 Privileges of members, etc., as witnesses. — § 5. No officer 
 or member of any joint-stock association shall be privileged 
 from testifying in any suit, action or proceeding against said 
 association, or against any of the members thereof, in respect 
 to the existence of said association, or the members composing 
 the same, or of any facts relating to the organization thereof. 
 
 Penalty for non-compliance. — § 6. The officers of any joint- 
 stock association, who shall fail to comply with the provisions 
 of this act, shall be jointly and severally liable to a fixed pen- 
 alty of fifty dollars for every day during which the failure to 
 comply with the provisions of sections one and two of this 
 act shall continue, to be recovered in a suit brought in the name 
 of the people of the state of New York by the attorney-general. 
 All penalties that have accrued at the time of the commence- 
 ment of such action may be recovered therein, or a separate 
 action may be maintained for one or more of such penalties. 
 
 The Code of Civil Procedure also provides for the manner of 
 bringing actions and enforcing demands against unincorporated 
 associations. See §§ 1919-1924. 
 
248 LIMITED PARTNERSHIPS. 
 
 Statutes authorizing the formation of Limited 
 Partnerships. 
 
 When limited partnerships may be formed. — Limited 
 partnerships for the transaction of any mercantile, mechanical 
 or manufacturing business, or of any other lawful trade or busi- 
 ness, within this State, may be formed by two or more persons, 
 upon the terms, with the rights and powers, and subject to the 
 conditions and liabilities, herein prescribed ; but the provisions 
 of this title shall not be construed to authorize any such partner- 
 ships for the purpose of banking or making insurance, i R. S. 
 764, § I, as am 'd L. 1866, c. 70.' 
 
 Liabilities of members ; of special partners. — Such part- 
 nerships may consist of one or more persons, who shall be 
 called general partners, and who shall be jointly and severally 
 responsible as general partners now are by law ; and of one or 
 more persons who shall contribute, in actual cash payments, a 
 specific sum as capital, to the common stock, who shall be called 
 special partners, and who shall not be liable for the debts of the 
 partnership, beyond the fund, so contributed by him or them 
 to the capital. Id. § 2. 
 
 General partners only to act. — The general partners only 
 shall be authorized to transact business for the partnership, 
 except as provided in section seventeen, and no special part- 
 ner shall be authorized to sign for the partnership, or to bind 
 the same. Id. § 3, as am'd L. 1857, c. 414, § I. 
 
 Formation of firms ; certificate. — The persons desirous of 
 forming such partnership, shall make and severally sign a cer- 
 tificate, which shaU contain, 
 
 1. The name or firm under which such partnership is to be 
 conducted : 
 
 2. The general nature of the business intended to be trans- 
 acted : 
 
 3. The names of all the general and special partners inter- 
 
 ' See Birdseye's R. S., vol. 2, p 2169 et seq. 
 
LIMITED PARTNERSHIPS. 249 
 
 ested therein, distinguishing which are general and which are 
 special, partners, and their respective places of residence : 
 
 4. The amount of capital which each special partner shall 
 have contributed to the common stock : 
 
 5. The period at which the partnership is to commence, and 
 the period, at which it will terminate. Id. § 4. 
 
 Certificate to be acknowledged. — The certificate required 
 by the fourth section of title first of chapter four of part second 
 of the Revised Statutes of the state of New York, may be 
 acknowledged or proved, as to the several persons signing the 
 same, before the same persons before whom a conveyance of 
 lands may be now or hereafter acknowledged or proved ; and 
 such acknowledgment or proof, shall be made and certified in 
 the same manner as the acknowledgment or proof of the con- 
 veyances of lands may be made or certified ; and the certificate 
 when so made, shall have the same effect as if it were acknowl- 
 edged in the manner heretofore required by the law hereby 
 amended. L. 1837, c. 129, § i. 
 
 Same, to be filed and recorded. — The certificate so ac- 
 knowledged and certified, shall be filed in the office of the clerk 
 of the county in which the principal place of business of the 
 partnership shall be situated, and shall also be recorded by him 
 at large, in a book to be kept for that purpose, open to public 
 inspection. If the partnership shall have places of business 
 situated in different counties a transcript of the certificate, and 
 of the acknowledgment thereof, duly certified by the clerk in 
 whose ofifice it shall be filed, under his official seal, shall be filed 
 and recorded in like manner in the office of the clerk of every 
 such county, i R. S. 764, § 6. 
 
 Affidavit to be filed ; what to contain. — At the time of 
 filing the original certificate, with the evidence of the acknowl- 
 edgment thereof, as before directed, an affidavit of one or more 
 of the general partners shall also be filed in the same office, 
 stating that the sums, specified in the certificate, to have been 
 contributed by each of the special partners to the common 
 stock, have been actually and in good faith paid in cash. I R). 
 S. 765. § 7- 
 
250 LIMITED PARTNERSHIPS. 
 
 When formation complete ; false statement. — No such part- 
 nership shall be deemed to have been formed, until a certificate 
 shall have been made, acknowledged, filed and recorded, nor 
 until an affidavit shall have been filed, as above directed ; and 
 if any false statement be made in such certificate or affidavit all 
 the persons interested in such partnership, shall be liable for all 
 the engagements thereof, as general partners. Id. § 8. 
 
 Terms of partnership to be published ; effect of omis- 
 sion. — The partners shall publish the terms of the partnership, 
 when requested, for at least six weeks immediately after such 
 registry in two newspapers, to be designated by the clerk of the 
 county in which such registry shall be made, and to be pub- 
 lished in the Senate district or city or town in which their busi- 
 ness shall be carried on ; and if such publication be not made, 
 the partnership shall be deemed general. Id. § 9, as am'd L. 
 1862, c. 476, § 2. 
 
 Proof of publication to be filed. — Affidavits of the publi- 
 cation of such notice, by the printers of the newspapers, in 
 which the same shall be published, may be filed with the elerk 
 directing the same, and shall be evidence of the facts therein 
 contained. Id. § 10. 
 
 Renewals, etc., how made. — Every renewal or continuance 
 of such partnership, beyond the time originally fixed for its 
 duration, shall be certified, acknowledged and recorded, and an 
 affidavit of a general partner be made and filed, and notice be 
 given, in the manner herein required for its original formation ; 
 and every such partnership which shall be otherwise renewed 
 or continued shall be deemed a general partnership. Id. § 11. 
 
 Alteration of names, etc.; when partnership deemed gen- 
 eral. — Every alteration which shall be made in the names of 
 the general partners, in the nature of the business, or in the 
 capital or shares thereof contributed, held or owned, or to be 
 contributed, held or owned, by any of the special partners, and 
 the death of any partner whether general or special, shall be 
 deemed a dissolution of the partnership, unless the articles of 
 partnership shall specify that in such events the partnership 
 shall be continued by the survivors, in which case it may be so 
 
LIMITED PARTNERSHIPS. 25 1 
 
 continued with the assent of the heirs or legal representatives 
 of the deceased partner. And every such partnership which 
 shall be carried on after such alteration shall have been made, 
 or such death shall have occurred, shall be deemed a general 
 partnership in respect to all business transacted after such altera- 
 tion or death, except in case of a provision in the articles of 
 partnership for the continuance of the business by the survivors 
 as aforesaid, in which case the heirs or legal representatives of 
 the deceased partner may succeed to the partnership rights of 
 such deceased partner, and continue the business the same as if 
 such partner had remained alive ; provided, however, that one 
 or more special partner or partners may be added to the part- 
 nership upon actually paying in an additionalamount of capital, 
 to be agreed upon by the general and special partners, and the 
 alteration of the partnership by such additional special partners 
 shall not make the partnership general nor alter its name, nor 
 work a dissolution, provided the general partners in the part- 
 nership name shall file an additional certificate with the clerk, 
 with whom the original certificate may have been filed, verified 
 on oath by one of them, stating the names and residence of 
 such additional special partners, and the amounts respective- 
 ly contributed to the common stock by them. And any 
 special partner, or the heirs or legal representatives of any such 
 special partner, deceased, may sell his interest in the partner- 
 ship without working a dissolution thereof, or rendering the 
 partnership general, provided a notice of such sale be filed 
 within ten days thereafter, with the clerk with whom such 
 original certificate of partnership may have been filed, and 
 the purchaser of such interest may thereupon become a special 
 partner, with the same rights as an original special partner. 
 Id. § 12, as am'd L. 1857, c. 414, § 2, and L. 1858, c. 289. 
 
 Business, how conducted; firm name. — The business of the 
 partnership shall be conducted under a firm in which the names 
 of the general partners only shall be inserted, except that where 
 there are two or more general partners the firm name may con- 
 sist of either one or more of such general partners, with or with- 
 out the addition of the words " and company," or " & Co."; 
 and if the name of any special partner shall be used in such 
 
252 LIMITED PARTNERSHIPS. 
 
 firm with his privity, he shall be deemed a general partner ; 
 but the said partnership shall put upon some conspicuous place 
 on the outside and in front of the building in which it has its 
 chief place of business, some sign on which shall be painted in 
 legible English characters all the names in full of all the mem- 
 bers of said partnership, and in default thereof no action shall 
 be abated or dismissed by reason of the proof of plaintiff of the 
 partnership failing to meet the allegations of his pleading as 
 to the names and number of the partnership ; but the pleading 
 may be amended on the trial to conform to the proof in that 
 respect without costs. Id. § 13, as am'd L. 1862, c. 476, § 2, 
 and L. 1866, c. 661. 
 
 Suits to be conducted by and against general partners. — 
 Suits in relation to the business of the partnership may be 
 brought and conducted, by and against the general partners, in 
 the same manner as if there were no special partners, i R. S. 
 766, § 14. 
 
 Capital of special partners not to be withdrawn ; may re- 
 ceive interest. — No part of the sum which any special partner 
 shall have contributed to the capital stock, shall be withdrawn 
 by him, or paid or transferred to him, in the shape of dividends, 
 profits, or otherwise, at anytime during the continuance of the 
 partnership ; but any partner may annually receive lawful in- 
 terest on the sum so contributed by him, if the payment of 
 such interest shall not reduce the original amount of such 
 capital ; and if, after the payment of such interest, any profits 
 shall remain to be divided, he may also receive his portion of 
 such profits. Id. § 15. 
 
 Special partner to refund, when. — If it shall appear, that by 
 the payment of interest or profits to any special partner, the 
 original capital Ifes been reduced, the partner receiving the 
 same, shall be bound to restore the amount necessary to make 
 good his share of capital, with interest. Id. § 16. 
 
 Rights of special partner ; restrictions. — A special partner 
 may from time to time, examine into the state and progress of 
 the partnership concerns, and may advise as to their manage- 
 ment. He may also loan money to, and advance and pa)' money 
 
LIMITED PARTNERSHIPS. 253 
 
 for the partnership, and may take and hold the notes, drafts, 
 acceptances and bonds of or belonging to the partnership, as 
 security for the repayment of such moneys and interest, and may 
 use and lend his name and credit as security for the partner- 
 ship in any business thereof, and shall have the same rights and 
 remedies in these respects as any other creditor might have. He 
 may also negotiate sales, purchases, and other business for the 
 partnership, but no business so negotiated shall be binding upon 
 the partnership, until approved by a general partner. Excepting 
 as herein mentioned, he shall not transact any business on ac- 
 count of the partnership, nor be employed for that purpose, as 
 agent, attorney, or otherwise. If he shall interfere, contrary to 
 these provisions, he shall be deemed a general partner. Id. 
 § 17, as am'd L. 1857, c. 414, § 3. 
 
 General partners to account. — The general partners shall be 
 liable to account to each other, and to the special partners, for 
 their management of the concern, both in law and equity, as 
 other partners now are by law. Id. § 18. 
 
 Certain transfers, judgments, and securities void when 
 made by partnership. — Every sale, assignment, or transfer of 
 any of the property or effects of such partnership, made by such 
 partnership when insolvent, or in contemplation of insolvency, 
 or after, or in contemplation of, the insolvency of any partner, 
 with the intent of giving a preference to any creditor of such 
 partnership or insolvent partner, over other creditors of such 
 partnership ; and every judgment confessed, lien created, or 
 security given, by such partnership, under the like circumstances, 
 and with the like intent, shall be void, as against the creditors 
 of such partnership. Id. § 20. 
 
 Same ; when made by partners. — Every such sale, assign- 
 ment, or transfer of any of the property or effects of a general 
 or special partner, made by such general or special partner, 
 when insolvent, or in contemplation of insolvency, or after 
 or in contemplation of the insolvency of the partnership, with 
 the intent of giving to any creditor of his own, or of the part- 
 nership, a preference over creditors of the partnership , and 
 every judgment confessed, lien created, or security given, by 
 
254 LIMITED PARTNERSHIPS. 
 
 any such partner, under the like circumstances, and with the 
 like intent, shall be void, as against the creditors of the partner- 
 ship. I R. S. ^6•J, § 21. 
 
 Special partner, when liable. — Every special partner, who 
 shall violate any provision of the two last preceding sections, 
 or who shall concur in, or assent to, any such violation by the 
 partnership or by any individual partner, shall be liable as a 
 general partner. Id. § 22. 
 
 When special partner not to claim as creditor. — In case 
 of the insolvency or bankruptcy of th; partnership, no special 
 partner shall, except for claims contracted pursuant to section 
 seventeen, under any circumstances, be allowed to claim as a 
 creditor, until the claims of all the other creditors of the part- 
 nership shall be satisfied. Id. § 23, as am'd L. 1857, c. 414, §4. 
 
 Dissolution by act of partner, how effected. — No dissolution 
 of such partnership by the acts of the parties, shall take place 
 previous to the time specified in its certificate of formation, or 
 in the certificate of its renewal, until a notice of such dissolution 
 shall have been filed and recorded in the clerk's office in which 
 the original certificate was recorded, and published once in each 
 week for four weeks, in a newspaper printed in each of the 
 counties where the partnership may have places of business, 
 and in the state paper. Id. § 24. 
 
 Special partner may lease to general. — It shall be lawful 
 for a special partner in any limited partnership to lease to the 
 general partner or partners any lands, tenements or other prop- 
 erty for the purposes of the partnership, at such rents and upon 
 such terms as may be agreed upon between them. L. 1872, c. 
 114, §!•■ 
 
 The following statute is of importance to corporations desir- 
 ing to change their organizations into limited partnerships (L. 
 1893, c. 263): 
 
 § I. Section one of chapter two hundred and fifty-six of the 
 
 ' The Revised Statutes also contain hibiting the use of ficticious names, etc. 
 
 provisions allowing the continued use See Birdseye's R. S., vol 2, pp. 2173- 
 
 of partnership names and the use of 2175. 
 names of deceased persons, and pro- 
 
PROVISIONS OF THE PENAL CODE. 255 
 
 laws of eighteen hundred and sixty-eight, as amended by- 
 chapter four hundred and twenty-five of the laws of eighteen 
 hundred and eighty-one, entitled " An act in relation to partner- 
 ships and the use by new partnerships of the names of former 
 partnerships," is hereby amended so as to read as follows : 
 
 § I. Any limited partnership which may hereafter be formed 
 under the laws of this state may use the firm or corporate name 
 of any general or limited partnership or of any corporation, 
 domestic or foreign, which may theretofore have carried on its 
 business within this state, where said general or limited part- 
 nership or corporation has discontinued or shall be about to 
 discontinue its business within the state, and where a majority 
 of the partners, general or special, in either of such last men- 
 tioned copartnerships or of the survivors thereof shall be 
 members of the new limited copartnership, or where a majority 
 of the members of such copartnership theretofore existing or 
 of the surviving members thereof, or of the stockholders of 
 such corporation shall consent in writing to the use of such 
 firm or corporate name by such new copartnership, upon com- 
 plying with the provisions of the act entitled "An act allowing 
 the continued use of partnership names in certain cases," passed 
 April seventeenth, eighteen hundred and fifty-four, and the act 
 amendatory thereof, so far as the same may be applicable. 
 
 Provisions of the Penal Code. 
 
 § 3630:. Firm or corporation names ; how filed ; responsi- 
 bility, etc. — I. Any person now carrying on or conducting a gen- 
 eral mercantile or manufacturing business within this state, or 
 hereafter commencing such business at or in a fixed location, as 
 agent or manager for another or others, shall, within thirty 
 days after the passage of this act, or the commencement of 
 such business, file a sworn statement," verified by such agent 
 and principal or principals, in the county clerk's office of the 
 county within which said business is carried on, stating the na- 
 ture of the business and the full name and residence of such 
 principal or principals. 
 
 ' See Editorial N. Y. L. J. June 5, 1893. 
 
256 PROVISIONS OF THE PENAL CODE. 
 
 2. Any person or persons, principal or principals, may be re- 
 lieved from all liability for the future act of such agent or man- 
 ager by filing in the office of the county clerk where the origi- 
 nal statement appointing such agent or manager is filed, a state- 
 ment revoking such agency or managership, to take effect ten 
 days after the filing thereof, said statement to be acknowledged 
 before an ofificer authorized to take acknowledgments of deeds 
 and to be published in at least three consecutive issues of a 
 newspaper published in the county in which the business of 
 said agent or manager is carried on ; but if no newspaper is 
 published in said county, then said statement shall be published 
 in an adjoining county. 
 
 3. The county clerk shall keep a register of the names of 
 such agents in alphabetical order, and of their principals, for 
 which registering and filing he shall receive a fee of one dollar; 
 and copies of such certificate and registry certified by him and 
 the affidavit of such publication, shall be evidence. 
 
 4. Any person or persons failing to make and file the state- 
 ment required by the first paragraph of this act, as therein re- 
 quired, shall be guilty of a misdemeanor.' 
 
 § 590. Frauds in the organization of corporations. — A per- 
 son who, 
 
 1. Without authority subscribes the name of another to or 
 inserts the name of another in any prospectus, circular or other 
 advertisement or announcement of any corporation or joint- 
 stock association existing or intended to be formed, with intent 
 to permit the same to be published, and thereby to lead persons 
 to believe that the person whose name is so subscribed is an 
 officer, agent, member or promoter of such corporation or asso- 
 ciation ; or, 
 
 2. Signs the name of a fictitious person to any subscription 
 for, or agreement to take stock in any corporation, existing or 
 proposed; or 
 
 3. Signs to any such subscription or agreement the name of 
 any person, knowing that such person does not intend in good 
 faith to comply with the terms thereof, or under any under- 
 
 ' L. 1893, c. 708. 
 
PROVISIONS OF THE PENAL CODE. 257 
 
 standing or agreement, that the terms of such subscription or 
 agreement are not to be complied with or enforced ; 
 
 Is guilty of a misdemeanor. {As amended by L. 1892, c. 
 692.) 
 
 §591. Fraudulent issue of stock. — An officer, agent or 
 other person in the service of any joint-stock company or cor- 
 poration formed or existing under the laws of this state, or of 
 the United States or of any state or territory thereof, or of any 
 foreign government or country, who willfully and knowingly, 
 with intent to defraud, either : 
 
 1. Sells, pledges or issues, or causes to be sold, pledged or is- 
 sued, or signs or executes, or causes to be signed or executed 
 with intent to sell, pledges or issues, or causes to be sold, 
 pledged or issued, any certificate or instrument purporting to 
 be a certificate or evidence of the ownership of any share or 
 shares of such company or corporation, or any bond or evi- 
 dence of debt, or writing purporting to be a bond or evidence 
 of debt of such company or corporation, without being first 
 thereto duly authorized by such company or corporation, or 
 contrary to the charter or laws under which such corporation 
 or company exists, or in excess of the power of such company 
 or corporation or of the limit imposed by law or otherwise upon 
 its power to create or issue stock or evidences of debt ; or, 
 
 2. Reissues, sells, pledges or disposes of, or causes to be re- 
 issued, sold, pledged or disposed of, any surrendered or can- 
 celed certificates, or other evidence of the transfer of ownership 
 of any such share or shares, is punishable by imprisonment for 
 
 -a tefm not exceeding seven years, or by a fine not exceeding 
 three thousand dollars, or by both. {As anid L. 1892, c. 662, 
 
 § I9-) 
 § 592. Frauds in procuring organization, corporation, etc. 
 
 — An ofificer, agent or clerk of a corporation, or of persons pro- 
 posing to organize a corporation, orto increase the capital stock 
 of a corporation, who knowingly exhibits a false, forged or al- 
 tered book, paper, voucher, security, or other instrument of evi- 
 dence to any public ofificer or board authorized by law to ex- 
 amine the organization of such corporation, or to investigate 
 its affairs, or to allow an increase of its capital with intent to 
 17 
 
258 PROVISIONS OF THE PENAL CODE. 
 
 deceive such officer or board in respect thereto, is punishable 
 by imprisonment in a state prison not exceeding ten years. 
 [As amd L. 1892, c. 662, § 20.) 
 
 § 593. Acting for foreign corporations not authorized to do 
 business in this state. — Any person or corporation who acts 
 as agent or representative of any mortgage company or co- 
 operative loan and building association organized outside of this 
 state, while such mortgage company or co-operative loan and 
 building association shall not be authorized under a license of 
 the superintendent of banks to do business in this state, is 
 guilty of a misdemeanor. {^As am'd L. 1892, c. 692.) 
 
 §594. Misconduct of directors of stock corporations. —A 
 
 director of a stock corporation, who concurs in any vote or act 
 of the directors of such corporation or any of them, by which it 
 is intended, 
 
 1. To make a dividend, except from the surplus profits aris- 
 ing from the business of the corporation, and in the cases and 
 manner allowed by law ; or, 
 
 2. To divide, withdraw, or in any manner pay to the stock- 
 holders or any of therh, any part of the capital stock of the cor- 
 poration ; or to reduce such capital stock without the consent 
 of the legislature ; or, 
 
 3. To discount or receive any note or other evidence of 
 debt in payment of an installment of capital stock actually 
 called in, and required to be paid, or with intent to provide the 
 means of making such payment ; or, 
 
 4. To receive or discount any note or other evidence of debt 
 with intent to enable any stockholder to withdraw any part of 
 the money paid in by him on his stock ; or, 
 
 5. To apply any portion of the funds of such corporation, ex- 
 cept surplus profits, directly or indirectly, to purchase of shares 
 of its own stock ; or, 
 
 6. To receive any such shares in payment or satisfaction of a 
 debt due to such corporation ; or, 
 
 7. To receive in exchange for the shares, notes, bonds or 
 other evidences of debt of such corporation, shares of the capi- 
 tal stock, notes, bonds or other evidences of debt issued by 
 
PROVISIONS OF THE PENAL CODE. 259 
 
 any other stock corporation engaged in another line of business 
 unless authorized by law to make such exchange, 
 
 Is guilty of a misdemeanor. {As am'd L. 1892, c. 692.) 
 
 §602. Frauds in preparing accounts.— A director, ofificer or 
 agent of any corporation or joint-stock association, who know- 
 ingly receives or possesses himself of any property of such cor- 
 poration or association, otherwise than in payment of a just de- 
 mand, and with intent to defraud, omits to make, or cause or 
 ■direct to be made, a full and true entry thereof, in the books or 
 accounts of such corporation or association ; and a director, 
 ofificer, agent or member of any corporation or joint-stock asso- 
 ciation who, with intent to defraud, destroys, alters, mutilates, 
 or falsifies any of the books, papers, writings, or securities be- 
 longing to such corporation or association, or makes or concurs 
 in making any false entry, or omits or concurs in omitting to 
 make any material entry in any book of accounts, or other 
 record or document kept by such corporation or association, is 
 punishable by imprisonment in a state prison not exceeding ten 
 years, or by imprisonment in a county jail not exceeding one 
 year, or by a fine not exceeding five hundred dollars, or by both 
 such fine and imprisonment. {As am'd L. 1892, c. 662, §21.) 
 
 § 610. Misconduct of officers and directors of stock cor- 
 porations. — An ofificer or director of a stock corporation who : 
 
 1. Issues, participates in issuing, or concurs in a vote to issue 
 any increase of its capital stock beyond the amount of the 
 capital stock thereof, duly authorized by or in pursuance of 
 Jaw ; or, 
 
 2. Sells, or agrees to sell, or is directly or indirectly inter- 
 ested in the sale of any share of stock of such corpora- 
 tion, or in any agreement to sell the same, unless at the time of 
 such sale or agreement he is an actual owner of such share ; 
 
 Is guilty of a misdemeanor, punishable by imprisonment for 
 not less than six months, or by a fine not exceeding five 
 thousand dollars, or by both. {As am'd L. 1892, c. 692.) 
 
 § 611. Misconduct of officers and employes of corporations. 
 — A director, officer, agent or employe of any corporation or 
 joint-stock association who : 
 
26o PROVISIONS OF THE PENAL CODE. 
 
 1. Knowingly receives or possesses himself of any of its prop- 
 erty otherwise than in payment for a just demand, and with 
 intent to defraud, omits to make or to cause or direct to be 
 made a full and true entry thereof in its Uooks and accounts ; 
 or, 
 
 2. Concurs in omitting to make any material entry thereof ; or, 
 
 3. Knowingly concurs in making or publishing any written 
 report, exhibit or statement of its affairs or pecuniary condi- 
 tion, containing any material statement which is false ; or, 
 
 4. Having the custody or control of its books, willfully re- 
 fuses or neglects to allow the same to be inspected and ex- 
 tracts to be taken therefrom by any person entitled by law to 
 inspect the same or to take extracts therefrom ;' or 
 
 5. If a notice of an application for an injunction affecting the 
 property or business of such joint-stock association or corpora- 
 tion is served upon him, omits to disclose the fact of such ser- 
 vice and the time and place of such application to the other 
 directors, ofificers and managers thereof ; or, 
 
 6. Refuses or neglects to make any report or statement law- 
 fully required by a public ofificer ; 
 
 Is guilty of a misdemeanor. {As amd L. 1892, c. 692.) 
 § 613." Misconduct of corporate elections. — Any person 
 who: 
 
 1. Votes or issues a proxy to vote at any meeting of the 
 stockholders or bondholders, or both, of a stock corporation, 
 upon any stock or bond, if the person in whose behalf such 
 vote is given shall not then have the title to the stock repre- 
 sented by such certificate or to such bond, and shall not have 
 it in his possession and control, notwithstanding such stock or 
 bond shall then stand on the books of such corporation in the 
 name of the person in whose behalf such vote is given ; or, 
 
 2. Being entitled to vote at such meeting, sells his vote or 
 
 ■ By L. 1893, c. 6g4, subd. 4 was therefrom by any person entitled by 
 
 amended so as to read as follows : law to inspect the same or, to take ex- 
 
 ' Having the custody or control of its tracts therefrom." This amendment, 
 
 books, willfully refuses or neglects to however, does not take effect until Oc- 
 
 make any proper entry in the stock tober ist, 1893. 
 
 book of such corporation as required •'§612 affects officers, etc., of pipe 
 
 by law or to exhibit or allow the same line corporations, 
 to be inspected and extracts to be taken 
 
PROVISIONS OF THE PENAL CODE. 26 1 
 
 issues a proxy to vote to any person for any sum of money or 
 thing of value ; or, 
 
 3. Acts as an inspector of election at any such meeting and 
 violates an oath taken by him, in pursuance of law as such in- 
 spector, or violates the provisions of an oath required by law to 
 be taken by him as such inspector, or is guilty of any dishonest 
 or corrupt conduct as such inspector; 
 
 Is guilty of a misdemeanor. {As atn'd L. 1892, c. 692.) 
 
 §614. Presumption of knowledge of corporate condition 
 and business and of assent thereto by directors; defini- 
 tions. — It is no defense to a prosecution for a violation of the 
 provisions of this chapter, that the corporation is a foreign cor 
 poration, if it carries on business or keeps an oiifice therefor in 
 this state. 
 
 The term " director " as used in this chapter includes any of 
 the persons having, by law, the direction or management of the 
 affairs of a corporation, by whatever name described. 
 
 A director of a corporation or joint-stock association is 
 deemed to have such a knowledge of the affairs of the corpo- 
 ration or association as to enable him to determine whether any 
 act, proceeding or omission of its directors is a violation of this 
 chapter. If present at a meeting of the directors at which any 
 act, proceeding or omission of such directors in violation of this 
 chapter occurs, he must be deemed to have concurred therein, 
 unless he at the time causes or in writing requires his dissent 
 therefrom to be entered on the minutes of the directors. If 
 absent from such meeting, he must be deemed to have con- 
 curred in any such violation, if the facts constituting such vio- 
 lation appear on the record or minutes of the proceedings of 
 the board of directors, and he remains a director of the corpo- 
 ration for six months thereafter without causing or in writing 
 requiring his dissent from such violation to be entered on such 
 record or minutes. {As am'd L. 1892, c. 692.)' 
 
 § 651. Unlawful interference with gas meter or steani 
 valves. — A person who willfully, with intent to injure or de- 
 fraud ; 
 
 I, Connects a tube, pipe or other instrument or contrivance, 
 
 ' See §§681, 682, Criminal Code, as amended L. 1892, c. 219. 
 
262 PROVISIONS OF THE PENAL CODE. 
 
 with a pipe used for conducting or supplying illuminating gas 
 fuel or natural gas, in such a manner as to supply such gas to 
 any burner or orifice, where the same is or can be burned, or 
 used, without passing through the meter or instrument pro- 
 vided for registering the quantity consumed ; or 
 
 2. Obstructs, alters, injures or prevents the action of a meter 
 or other instrument used to measure or register the quantity of 
 illuminating fuel or natural gas consumed in a house or apart- 
 ment, or at an orifice or burner or by a consumer or other per- 
 son, or a person other than a state inspector or deputy inspector 
 of gas meters or an employe of the company owning any gas 
 meter who willfully shall detach or disconnect such meter or 
 make or report any test of or examine for the purpose of test- 
 ing any such meter so detached or disconnected ; or 
 
 3. In any manner whatever, changes, extends or alters, any 
 service or other pipe, or attachment of any kind, connecting or 
 through which, natural or artificial gas is furnished from the 
 gas mains or pipes of any person, company or corporation, 
 without first procuring from said person, company or corpora- 
 tion written permission to make such change, extension or alter- 
 ation ; or 
 
 4. Makes any connection or reconnection with the gas mains 
 or service pipes of any person, company or corporation furnish- 
 ing to consumers natural or artificial gas or turns on or off, or 
 in any manner interferes with any valve or stop-cock or other 
 appliances belonging to such person, company or corporation, 
 and connected with its service or other pipes or enlarges the 
 orifice of mixers, or uses natural gas for heating purposes ex- 
 cept through mixers, without first procuring from such person, 
 company or corporation, a written permit to turn on or off such 
 stop-cock or valvft, or to make such connections or reconnec- 
 tions, or to enlarge the orifice of mixers, or to use for heating 
 purposes without mixers, or to interfere with the valves, stop- 
 cocks, or other appliances of such person, company or corpora- 
 tion as the case may be ; or 
 
 5. Retains possession of, or refuses to deliver any mixer or 
 mixers, or other appliances which may be, or may have been 
 loaned or rented to them by any person, company or corpora- 
 
FEES OF SECRETARY OF STATE. 263 
 
 tion, for the purpose of furnishing gas through the same, or 
 who sells; loans, or in any manner disposes of the same to any 
 person or persons, other than the said person, company or cor- 
 poration entitled to the possession of the same ; or 
 
 6. Sets on fire any ga^ escaping from wells, broken or leaking 
 mains, pipes, valves or other appliances used by any person, 
 company or corporation, in conveying gas to consumers, or in- 
 terferes in any manner with the wells, pipes, mains, gate boxes, 
 valves, stop-cocks, or any other appliances, machinery or prop- 
 erty of any person, company or corporation engaged in furnish- 
 ing gas to consumers, unless employed by or acting under the 
 authority and direction of such person, company or corpora- 
 tion ; or 
 
 7. Opens or causes to be opened, or reconnects, or causes to 
 be reconnected, any valve lawfully closed or disconnected by a 
 district steam corporation ; or 
 
 8. Turns on steam, or causes it to be turned on, or to re- 
 enter any premises when the same has been lawfully stopped 
 from entering such premises ; is guilty of a misdemeanor. 
 
 To take effect October first, eighteen hundred and ninety- 
 three.' 
 
 Fees of Secretary of State. 
 
 L. 1892, c. 683, § 26, provides as follows: 
 
 The secretary of state shall collect the following fees : 
 
 1. For entering a caveat, twelve and a half cents; 
 
 2. Searching the records in his oiifice for any one year and 
 for every other year in which such search is made, six cents ; 
 
 3. For a copy of any paper or record not required to be cer- 
 tified or otherwise authenticated by him, ten cents per folio ; 
 
 4. For a certified or exemplified copy of any law, record or 
 paper, fifteen cents per folio ; 
 
 5. For a certificate under the great seal of the state, one 
 dollar ; 
 
 6. For recording a certificate, notice or other paper required 
 
 L. 1893. c. 692. 
 
264 FEES OF COUNTY CLERK. 
 
 to be recorded, except as otherwise provided by this section, 
 fifteen cents per folio ; 
 
 7. For a certificate of the official character of a commissioner 
 of deeds residing in another state or a foreign country, twenty- 
 five cents, and for every other certificate under the seal of his 
 office, one dollar. 
 
 8. For a certificate as to the official character of such a com- 
 missioner, twenty five cents ; 
 
 9. For every patent for lands under water, five dollars, and for 
 every other patent the sum of one dollar for each separate lot 
 embraced in such patent ; 
 
 10. For each license granted to a peddler, the sum of two 
 dollars ; 
 
 11. For recording the depositions of resident aliens, fifty 
 cents, and for a certified copy of such deposition, fifty cents ; 
 
 12. For filing and recording the original certificate of incor- 
 poration of a railroad corporation for the construction of a rail- 
 road in a foreign country, fifty dollars ; for filing the original 
 certificate of every other railroad corporation, twenty-five dol- 
 lars ; for filing the original certificate of any other stock corpo- 
 Bation, ten dollars ; 
 
 13. For filing the certificate of a foreign corporation desiring 
 to do business in the state, ten dollars ; 
 
 14. For certified copies of the evidence and proceedings of 
 the board of audit, on appeal to the supreme court, to be paid 
 by the appellant on serving notice of appeal, fifteen cents per 
 folio. 
 
 No fee shall be collected for copies of records furnished to 
 public officers for use in their official capacity. 
 
 Fees of County Clerk. 
 
 Section 3304 of the Code of Civil Procedure contains the 
 following : 
 
 A county clerk is entitled, for- the services specified in this 
 section, except where another fee is allowed therefor by special 
 statutory provision, to the following fees : . . . . 
 
 For a copy of an order, record or other paper, entered or 
 filed in his office, eight cents for each folio 
 
STATUTES RELATING TO RECEIVERS. 265 
 
 For recording any instrument, which must or may legally be 
 recorded by him, ten cents for each folio. 
 
 For filing any paper required by law to be filed in this office, 
 other than as expressly provided for in this section, six cents. 
 
 Statutes relating to Receivers. 
 
 Appointment of receiver ; security by. — Any of the direct- 
 ors, trustees, or other officers of such corporation, or any of its 
 stockholders, may be appointed receivers, who, before entering 
 upon the duties of their appointment, shall give such security 
 to the people of this state, and in such penalty, as the court 
 shall direct, conditioned for the faithful discharge of the duties 
 of their appointment, and for the due accounting for all monies 
 received by them. 2 R. £. 468, § 66. See Birdseye's R, S., 
 vol. I, p. 696 et seq. 
 
 Title to property. — Such receivers shall be vested with all the 
 estate, real and personal, of such corporation, from the time of 
 their having filed the security hereinbefore required, and shall 
 be trustees of such estate for the benefit of the creditors of such 
 corporation and of its stockholders. Id. § 6"]. 
 
 Authority. — Such receivers shall have all the power and 
 authority conferred by law upon trustees to whom an assign- 
 ment of the estate of insolvent debtors may be made, pursuant 
 to the provisions of the fifth chapter of the Second Part of the 
 Revised Statutes. Id. § 68. 
 
 To prosecute for arrears of stock. — If there shall be any 
 sum remaining due upon any share of stock subscribed in such 
 corporation, the receivers shall immediately proceed and re- 
 cover the same, unless the person so indebted shall be wholly 
 insolvent ; and for that purpose may file their bill in the court 
 of chancery, or may commence and prosecute an action at law, 
 for the recovery of such sum, without the consent of any cred- 
 itors of such corporation. Id. § 69. 
 
 To give notice of appointment, etc. — The receivers, im- 
 mediately on their appointment, shall give notice thereof, which 
 shall contain the same matters required by law in notices of 
 
266 STATUTES RELATING TO RECEIVERS. 
 
 trustees of insolvent debtors ; and in addition thereto, shall re- 
 quire all persons holding any open or subsisting contract of 
 such corporation, to present the same in writing and in detail 
 to such receivers, at the time and place in such notice specified ; 
 which shall be published for three weeks in the state paper and 
 in a newspaper printed in the county where the principal place 
 of conducting the business of such corporation shall have been 
 situated. Id. § 70. 
 
 Transfers, etc., after filing petition, when void. — All sales, 
 assignments, transfers, mortgages, and conveyances of any part 
 of the estate, real or personal, including things in action, of 
 every such corporation, made after the filing of the petition for 
 a dissolution thereof, in payment of, or as a security for, any 
 existing or prior debt, or for any other consideration, and all 
 judgments confessed by such corporation after that time, shall 
 be absolutely void as against the receivers who may be appointed 
 on such petition, and as against the creditors of such corpora- 
 tion. Id. § 71. 
 
 Debtors, etc., to account ; powers of receivers. — After the 
 first publication of the notice of the appointment of receivers, 
 every person having possession of any property belonging to 
 such corporation, and every person indebted to such corporation, 
 shall account and answer for the amount of such debt and for 
 the value of such property to the said receivers ; and all the 
 provisions of law, in respect to trustees of insolvent debtors, 
 the collection and preservation of the property of such debtors, 
 the concealment and discovery thereof, and the means of en- 
 forcing such discovery, shall be applicable to the receivers so ap- 
 pointed, and to the property of such corporation. Id. § 72. 
 
 Referring controversies. — Such receivers shall have the same 
 power to settle aijy controversy that shall arise between them 
 and any debtors or creditors of such corporation, by a reference, 
 as is given by law to trustees of insolvent debtors ; and the 
 same proceedings for that purpose shall be had, and with the 
 like effect ; an application for the appointment of referees may 
 be made to any officer authorized to appoint such referees on 
 the application of trustees of insolvent debtors, who shall pro- 
 ceed therein in the same manner ; and the referees shall pro- 
 
STATUTES RELATING TO RECEIVERS. 267 
 
 ceed in like manner, and file their report with the like effect in 
 all respects. Id. § 73. 
 
 Duties, etc., of receivers ; creditors' meeting. — The receiv- 
 ers shall be subject to all the duties and obligations by law 
 imposed on trustees of insolvent debtors, so far as they may be 
 applicable, except where other provisions shall be herein made. 
 They shall call a general meeting of the creditors of such cor- 
 poration, within four months from the time of their appoint- 
 ment, when all accounts and demands for and against such cor- 
 poration, and all its open and subsisting contracts, shall be as- 
 certained and adjusted as far as may be, and the amount 
 of monies in the hands of the receivers declared. 2 R. S. 470, 
 §74- 
 
 Cancellation of subsisting contracts. — If there shall be any 
 open and subsisting engagements or contracts of such corpora- 
 tion, which are in the nature of insurances or contingent en- 
 gagements of any kind, the receivers may, with the consent of 
 the parties holding such engagement, cancel and discharge the 
 same, by refunding to such party the premium or consideration 
 paid thereon by such corporation, or so much thereof as shall 
 be in the same proportion to the time which shall remain of 
 any risk assumed by such engagement, as the whole premium 
 bore to the whole term of such risk; and upon such amount 
 being paid by such receivers to the person holding or being the 
 legal owner of such engagement, it shall be deemed cancelled 
 and discharged as against such receivers. Id. § 75. 
 
 Receivers' commissions. — Such receivers, shall, in addition 
 to their actual disbursements, be entitled to such commissions 
 as the court shall allow, not exceeding the sum allowed by law 
 to executors or administrators. Id. § "jS. {See post, p. 272.) 
 
 To retain certain moneys. — The receivers shall retain out 
 of the monies in their hands, a sufficient amount to pay 
 the sums which they are hereinbefore authorized to pay, for 
 the purpose of cancelling and discharging any open or subsist- 
 ing engagements. Id. § ^y. 
 
 Same : to meet suits. — If any suit be pending against the 
 corporation or against the receivers, for any demand, the re- 
 
268 STATUTES RELATING TO RECEIVERS. 
 
 ceivers may retain the proportion which would belong to such 
 demand if established, and the necessary costs and proceedings, 
 in their hands, to be applied according to the event of such 
 suit, or to be distributed in a second or other dividend. Id. 
 §78. 
 
 Order of payment of debts. — The receivers shall distribute 
 the residue of the monies in their hands, among all those who 
 shall have exhibited their claims as creditors, and whose debts 
 shall have been ascertained, as follows : 
 
 1. All debts entitled to a preference under the laws of the 
 United States : 
 
 2. Judgments actually obtained against such corporation, to 
 the extent of the value of the real estate on which they shall 
 respectively be liens : 
 
 3. All other creditors of such corporation in proportion to 
 their respective demands, without giving any preference to 
 debts due on specialties. Id. § 79. 
 
 Second and final dividend. — If the whole of the estate of 
 such corporation be not distributed on the first dividend, the 
 receivers shall, within one year thereafter, and within sixteen 
 months after their appointment, make a second dividend of all 
 the moneys in their hands, among the creditors entitled there- 
 to ; of which, and that the same will be a final dividend, three 
 weeks' notice shall be inserted once in each week, in the state 
 paper and in a newspaper printed in the county where the prin- 
 cipal place of business of such corporation was situated. 2 R. 
 S. 471, § 80. 
 
 Proceedings on second dividend. — Such second dividend 
 shall be made in all respects in the same manner as herein pre- 
 scribed in relation to the first dividend, and no other shall be 
 made thereafter among the creditors of such corporation, ex- 
 cept to the creditors having suits against it, or against the re- 
 ceivers, pending at the time of such second dividend, and ex- 
 cept of the moneys which may be retained to pay such creditors, 
 as herein provided ; but every creditor who shall have neglected 
 to exhibit his demand before the first dividend, and who shall 
 deliver his account to the receivers before such second divi- 
 dend, shall receive the sum he would have been entitled to on 
 
STATUTES RELATING TO RECEIVERS. 269 
 
 the first dividend, before any distribution be made to the 
 other creditors. Id. § 81. 
 
 Debts not exhibited.— After such second dividend shall have 
 been made, the receivers shall not be answerable to any credit- 
 or of such corporation, or to any person having claims against 
 such corporation, by virtue of any open or subsisting engage- 
 ment, unless the demands of such creditors shall have been ex- 
 hibited, and the engagements upon which such claims are 
 founded, shall have been presented to the said receivers, in detail 
 and in writing, before or at the time specified by them in their 
 notice of a second dividend. Id. § 82. 
 
 Surplus to stockholders.— -If after the second dividend is 
 made, there shall remain any surplus in the hands of the re- 
 ceivers, they shall distribute the same among the stockholders 
 of such corporation, in proportion to the respective amounts 
 paid in by them, severally, on their shares of stock. Id. § 83. 
 
 Money retained. — When any suit pending at the time of the 
 second dividend, shall be terminated, they shall apply the 
 monies retained in their hands for that purpose, to the pay- 
 ment of the amount recovered, and their necessary charges 
 and expenses ; and if nothing shall have been recovered, they 
 shall distribute such moneys, afterdeducting their expenses and 
 costs, among the creditors and stockholders of the corporation, 
 in the same manner as herein directed in respect to a second 
 dividend. Id. § 84. 
 
 Control and removal of receivers. — The receivers shall be 
 subject to the control of the court of chancery, and may be 
 compelled to account at anytime; they may be removed by the 
 court, and any vacancy created by such removal, by death or 
 otherwise, may be supplied by the court. 2 R. S. 472, § 85. 
 
 Accounting. — Within three months after the time herein pre- 
 scribed for making a second dividend, the receivers shall render 
 a full and accurate account of all their proceedings to the court 
 of chancery, on oath, which shall be referred to a master to ex- 
 amine and report thereon. Id. § 86. 
 
 Notice. — Previous to rendering such account the receivers 
 shall insert a notice of their intention to present the same, once 
 
270 STATUTES RELATING TO RECEIVERS. 
 
 in each week, for three weeks, in the state paper, and in a news- 
 paper, of the county in which notices of dividends are herein 
 required to be inserted, specifying the time and place at which 
 such account will be rendered. Id. § 87. 
 
 Report on accounts. — The master to whom such account 
 shall be referred, shall hear and examine the proofs, vouchers 
 and documents offered for or against such account, and shall 
 report thereon fully to the court. Id. § 88. 
 
 Settling same ; further accounts. — Upon the coming in 
 of such report, the court shall hear the allegations of all con- 
 cerned therein, and shall allow or disallow such account, and 
 decree the same to be final and conclusive upon all the credit- 
 ors of such corporation, upon all persons who have claims 
 against it, upon any open or subsisting engagement, and upon 
 all the stockholders of such corporation. Such receivers shall 
 also account from time to time in the same manner, and with 
 the like effect, for all moneys which shall come to their hands 
 after the rendering of such account, and for all moneys which 
 shall have been retained by them for any of the purposes herein 
 before specified, and shall pay into court all unclaimed divi- 
 dends. Id. § 89. 
 
 Receivers' report. — All receivers of insolvent corporations 
 who are now required by law to make and file reports of their 
 proceedings shall hereafter, at the time of making and filing 
 such reports, serve a copy thereof upon the attorney-general of 
 this state, and receivers of such corporations as reported to, and 
 were under the supervision of the banking department, prior to 
 their appointment as such receivers, and who have not been 
 discharged from their respective trusts, and all receivers of such 
 corporations, that may hereafter be appointed, shall on the first 
 day of January agd July of each year, during the continuance 
 of their respective trusts, file with the superintendent of the 
 banking department a report, verified by oath, in such form as 
 the superintendent may prescribe, showing the condition of 
 their respective trusts. L. 1880, c. 5 37, § i, as am'd L. 1881, 
 c. 639. 
 
 Compelling same. — In case any receiver of an insolvent cor- 
 poration shall neglect to make and file a report of his proceedings 
 
STATUTES RELATING TO RECEIVERS. 27 1 
 
 for thirty days after the time he is now required by law to make 
 and file such report, or shall neglect for the same length of time 
 to serve a copy thereof on the attorney-general, as required by 
 the first section of this act, the attorney-general may make a 
 motion in the supreme court for an order to compel the making 
 and filing and serving a copy on him of such report, or for the 
 removal of such receiver from his ofifice. Id. § 2. 
 
 Motions by attorney-general.— The attorney-general may, at 
 any time he deems that the interests of the stockholders, credit- 
 ors, policy-holders, depositors or other beneficiaries interested 
 in the proper and speedy distribution of the assets of any 
 insolvent corporation will be subserved thereby, make a mo- 
 tion in the supreme court at a special term thereof, in any 
 judicial district, for an order removing the receiver of any 
 insolvent corporation and appointing a receiver thereof in his 
 stead, or to compel him to account, or for such other additional 
 order or orders as to him may seem proper to facilitate the 
 closing up of the affairs of such receivership, and any appeal 
 from any order made upon any motion under this section shall 
 be to the general term of said court of the department in which 
 such motion is made. Id. § 3, as am'd L. 1882, c. 331, § i. 
 
 Notices of motion, etc., to be served on same. — A copy of 
 all notices of motion and of all motion papers, and a copy of 
 any other application to the court, together with a copy of the 
 order or judgment to be proposed thereon to the court, in every 
 action or proceeding now pending for the dissolution of a cor- 
 poration or a distribution of its assets, or which shall hereafter 
 be commenced for such purpose, shall in all cases be served on 
 the attorney-general, in the same manner as provided by law 
 for the service of papers on attorneys who have appeared 
 in actions, whether the application but for the law would be 
 ex-parte or upon notice, and no order or judgment granted 
 shall vary in any material respect from the relief specified in 
 such copy, order or judgment, unless the attorney-general shall 
 appear on the return day and have been heard in relation 
 thereto ; and any order or judgment granted in any action or 
 proceeding aforesaid without such service of such papers upon 
 the attorney-general, shall be void, and no receiver of any such 
 
272 STATUTES RELATING TO RECEIVERS. 
 
 corporation shall pay to any person any money directed to be 
 paid by any order or judgment made in any such action or pro- 
 ceeding, until the expiration of eight days after a certified copy 
 of such order or judgment shall have been, served as aforesaid 
 upon the attorney-general. Id. §4, as am'd L. 1882, c. 331, 
 
 Application of act. — The provisions of this act shall only ap- 
 ply to actions and special proceedings heretofore instituted by 
 the attorney-general and to such as shall hereafter be insti- 
 tuted by him for the purposes aforesaid. L. 1882, c. 331, § 3. 
 
 Application for appointment of receiver, where made. — 
 Every application hereafter made for the appointment of a re- 
 ceiver of a corporation shall be made at a special term of the 
 court held in and for the judicial district in which the principal 
 business ofifice of the corporation was located at the commence- 
 ment of the action wherein such receiver is appointed or in and 
 for a county adjoining such district ; and any order appointing 
 a receiver, otherwise made, shall be void. L. 1883, c. 378, § i. 
 
 Compensation of receiver. — Every receiver shall be allowed 
 to receive, as compensation for his services as such receiver, five 
 per centum for the first one hundred thousand dollars received 
 and paid out, and two and one-half per centum on all sums re- 
 ceived and paid out in excess of the said one hundred thousand 
 dollars. But no receiver shall be allowed or shall receive, 
 from such percentages or otherwise, for his said services for any 
 one year, any greater sum or compensation than twelve thou- 
 sand dollars, nor for any period less than one year more than at 
 the rate of twelve thousand dollars per year, provided that 
 where more than one receiver shall be appointed, the compensa- 
 tion herein provided shall be divided between such receivers. 
 Id. § 2, as am'd If. 1886, c. 275. 
 
 Deposit of funds. — All orders appointing receivers of corpora- 
 tions shall designate therein one or more places of deposit, 
 wherein all funds of the corporation not needed for immediate 
 disbursement shall be deposited, and no deposits or investments 
 of such trust funds shall be made elsewhere, except upon the 
 order of the court upon due notice given to the attorney- 
 general. Id. § 3. 
 
STATUTES RELATING TO RECEIVERS. 273 
 
 Accounting ; attorneys' fees.— It shall be the duty of every 
 receiver of an insurance, banking or railroad corporation, or trust 
 company, to present every six months to the special term of 
 the supreme court, held in the judicial district wherein the 
 place of trial or venue of the action or special proceeding in 
 which he was appointed may then be, on the first day of its 
 first sitting, after the expiration of such six months, and to file 
 a copy of the same, if a receiver of a bank or trust company^ 
 with the bank superintendent, if a receiver of an insurance com- 
 pany, with the superintendent of insurance, and in each case 
 with the attorney-general, an account exhibiting in detail the: 
 receipts of his trust, and the expenses paid and incurred thereim 
 during the preceding six months ; and it shall be unlawful for 
 any receiver of the character specified in this section to pay to 
 any attorney or counsel any costs, fees or allowances until the 
 amounts thereof shall have been stated to the special term in 
 this manner, as expenses incurred, and shall have been approved 
 by that court, by an order of the court duly entered, and any 
 such order shall be the subject of review by the general term 
 and the court of appeals on an appeal taken therefrom by any 
 party aggrieved thereby. Of the intention to present such ac- 
 count, as aforesaid, the attorney-general shall be given eight 
 days' notice in writing ; and the attorney-general shall examine 
 the books and accounts of such receiver at least once every 
 twelve months. Id. § 4, as am'd L. 1885, c. 40. 
 
 Costs of parties intervening. — In case of the intervention of 
 any policy-holder or depositor, by permission of the court, such 
 policy-holder or depositor shall defray the legal expenses thereof, 
 and no allowance shall be made for costs or fees to any attorney 
 of such policy-holder or depositor. Id. § 5. 
 
 Time within which affairs must be settled.— The affairs of 
 every insolvent corporation now in the hands of any receiver 
 shall be fully closed up by the receiver thereof within one year 
 from the passage of this act, unless the court, upon application 
 by said receiver and upon due notice to the attorney-general 
 given additional time for that purpose. Id. § 6. 
 
 Proceedings by attorney-general to remove receivers, etc. 
 — ^The attorney-general may, at any time he deems that the- 
 18 
 
2 74 STATUTES RELATING TO RECEIVERS, 
 
 interests of the stockholders, creditors, policy-holders, deposit- 
 ors or other beneficiaries interested in the proper and speedy 
 distribution of the assets of any insolvent corporation will be 
 subserved thereby, make a motion in thq supreme court at a 
 special term thereof, in any judicial district, for an order re- 
 moving the receiver of any insolvent corporation and appoint- 
 ing a receiver thereof in his stead, or to compel him to ac- 
 count, or for such other and additional order or orders as to 
 him may seem proper to facilitate the closing up of the affairs 
 of such receivership, and any appeal from any order made 
 upon any motion under this section shall be to the general 
 term of said court of the department in which such motion 
 is made. Id. § 7. 
 
 Copies of motions, etc., to be served on attorney-general. 
 
 — A copy of all motions and all motion papers, and a copy of 
 any other application to the court, together with a copy of the 
 order or judgment to be proposed thereon to the court, in every 
 action or proceeding now pending for the dissolution of a cor- 
 poration or a distribution of its assets, or which shall hereafter 
 be commenced for such purpose, shall, in all cases, be served on 
 the attorney-general, in the same manner as provided by law 
 for the service of papers on attorneys who have appeared in 
 actions, whether the applications but for this law would be ex 
 parte or upon notice, and no order or judgment granted shall 
 vary in any material respect from the relief specified in such 
 copy or order, unless the attorney-general shall appear on the 
 return day and have been heard in relation thereto ; and any 
 order or judgment granted in any action or proceeding afore- 
 said, without such service of such papers upon the attorney- 
 general, shall be void, and no receiver of any such corporation 
 shall pay to an}* person any money directed to be paid by any 
 order or judgment made in any such action or proceeding, until 
 the expiration of eight days after a certified copy of such order 
 or judgment shall have been served as aforesaid upon the attor- 
 ney-general. Id. § 8. 
 
 Application to court, where to be made. — AU applications 
 to the court contemplated by this act shall be made in the judi- 
 cial district where the principal office of the insolvent corpora- 
 
STATUTES RELATING TO RECEIVERS. 275 
 
 tion was located ; and the venue of all actions or proceedings 
 now pending, not in the judicial district where the principal 
 office of the insolvent corporation was located, are hereby 
 •changed and transferred to the county and judicial district 
 where such principal office was located. Id. § 9. 
 
 Actions, etc., by or against receiver preferred.— All actions 
 or other legal proceedings and appeals therefrom or therein 
 brought by or against a receiver of any of the insolvent corpo- 
 rations referred to in this act, shall have a preference upon the 
 ■calendars of all courts next in order to actions or proceedings 
 brought by the people of the state of New York. Id. § 10. 
 
 Vesting of property in receiver. — In all cases where receivers 
 have been or shall be appointed for any corporation of this 
 state other than an insurance company on application by the 
 attorney-general, all property, real and personal, and all securi- 
 ties of every kind and nature belonging to such corporation, no 
 matter where located or by whom held, shall be transferred to, 
 "Vested in and held by such receiver ; provided, however, that 
 such, transfer shall only be made when directed by an order of 
 the supreme court, due notice of the application for such order 
 having been made on the attorney-general and the custodian of 
 the funds, securities or property. L. 1884, c. 285, § i. 
 
 Appraisal of lands. — L. 1891, c. 34, provide as follows: § i. 
 Whenever by reason of the provisions of any law of this state 
 it shall become necessary to appraise' in whole or in part the 
 ■estate of any deceased person, or of any insolvent estate in the 
 hands of a receiver, or of any assignee for the benefit of credit- 
 •ors, or of any corporation in the hands of a receiver or other- 
 Avise, the persons whose duty it shall be to make such appraisal 
 shall value the real estate at its full and true value, taking into 
 ■consideration actual sales of neighboring real estate similarly 
 situated during the year immediately preceding the date of 
 such appraisal, if any ; and they shall value all such property, 
 stocks, bonds, or securities as are customarily bought or sold 
 in open markets in the city of New York or elsewhere, for the 
 day on which such appraisal or report may be required, by as- 
 certaining the range of the market and the average of prices as 
 thus found, running through a reasonable period of time. 
 
276 ACT TO PREVENT MONOPOLIES. 
 
 An Act to prevent Monopolies in Articles of 
 General Necessity. 
 
 L. 1893,0. 716. §1. Every contract or combination in the 
 form of trust or otherwise, made after the passage of this act, 
 whereby competition in the state of New York in the supply or 
 the price of any article or commodity of common use in said 
 state for the support of life and health may be restrained or 
 prevented, for the purpose of advancing prices, is hereby de- 
 clared illegal. 
 
 § 2. Every person who shall, after the passage of this act, 
 make any such contract, or engage in any such combination, 
 shall be deemed guilty of a misdemeanor, and on conviction 
 thereof shall be punished by a fine not exceeding five thousand 
 dollars, or by imprisonment not longer than one year, or by both 
 such fine and imprisonment. 
 
 Weekly payment law. — L. 1893, c. 717. § i. Every manufac- 
 turing, mining, quarrying, lumbering, mercantile, railroad other 
 than a steam surface railroad, steamboat, telegraph, telephone 
 and municipal corporation or joint-stock company, and every in- 
 corporated or joint-stock express or water company, shall pay 
 weekly to each of its employes the wages earned by such employe 
 to within six days of the date of such payment unless any such 
 employe shall be absent from his regular place of labor at the 
 usual time of payment, in which case payment shall be made at 
 any reasonable time thereafter upon demand. Whenever any 
 such joint-stock company or corporation shall contract or lease 
 its plant, works or business, to an agent or other person to 
 conduct the same, and to turn over the product or receipts 
 thereof to suchtjoint-stock company or corporation, it shall be 
 and it is hereby made a condition of such contract or lease 
 that the agent or person so contracting or leasing the plant, 
 works or business of such corporation or joint-stock company 
 shall pay in cash weekly the wages earned by persons engaged 
 by him to work in and about such plant, works or business, the 
 same as if such persons were employed directly by such corpo- 
 ration or joint-stock company. 
 
WEEKLY PAYMENT LAW. 277 
 
 § 2. Any joint-stock company or corporation violating any 
 of the provisions of this act shall be liable to a penalty not ex- 
 ceeding fifty dollars and not less than ten dollars for each vio- 
 lation, to be paid to the people of the state, and which may be 
 recovered in a civil action ; provided an action for such viola- 
 tion is commenced within thirty days from the date thereof. 
 The factory inspectors of this state, their assistants or deputies 
 may bring an action in the name of the people of the state as 
 plaintiffs against any joint-stock company or corporation which 
 neglects to comply with the provisions of this act for a period 
 of two weeks, after having been notified in writing by such in- 
 spectors, assistants or deputies, that such action will be 
 brought. On the trial of such action such joint-stock com- 
 pany or corporation shall not be allowed to set up any de- 
 fense for a failure to pay weekly any employe engaged in its 
 business, the wages earned by such employe to within six days 
 of the date of such payment other than a valid assignment of 
 such wages or a valid set-off against the same, or the absence of 
 such employe from his regular place of labor at the time of pay- 
 ment, or an actual tender to such employe at the time of pay- 
 ment, of the wages so earned by him, or a breach of contract 
 by such employe, or a denial of the employment. No assign- 
 ment of future wages, payable weekly, under the provisions of 
 this act shall be valid if made to the corporation or joint- 
 stock company from which such wages are to become due, 
 or to any person on behalf of such joint-stock company 
 or corporation, or if made or procured to be made to any 
 person for the purpose of relieving such joint-stock com- 
 pany or corporation from the obligation to pay weekly 
 under the provisions of this act. Charges for groceries, pro- 
 visions or clothing shall not be made a valid offset for 
 wages, nor shall any such corporation or joint-stock company 
 require as a condition of employment any agreement from any 
 employe to accept wages at other periods than as provided in 
 section one of this act. Any person, acting as the agent or lessee 
 of a corporation or joint-stock company, and operating its 
 plant, works or business and disposing of the products thereof 
 chiefly or solely to such corporation or joint-stock company, 
 
278 WEEKLY PAYMENT LAW. 
 
 who shall violate the provisions of this act, shall be guilty of 
 a misdemeanor, and on conviction thereof shall be fined not 
 less than ten dollars nor more than fifty dollars. 
 
 § 3. The provisions of sections two hundred and sixty-three 
 and three hundred and eighty-four of the code of civil pro- 
 cedure shall apply to and govern any proceedings brought to 
 enforce the provisions of this act, as against joint-stock com- 
 panies or corporations, and it is hereby made the duty of the 
 attorney-general of this state to appear in behalf of such pro- 
 ceedings brought hereunder by the factory inspectors of this 
 state, their assistants or deputies. 
 
 § 4. This act shall take effect immediately. 
 Am'g L. 1890, c. 388. 
 
 Wages of employees, etc., preferred claims. — Where a re- 
 ceiver of a corporation created or organized under the laws of 
 this state and doing business therein, other than insurance and 
 moneyed corporations, shall be appointed, the wages of the em- 
 ployees, operatives and laborers thereof shall be preferred to 
 every other debt or claim against such corporation, and shall be 
 paid by the receiver from the moneys of such corporation which 
 shall first come to his hands. L. 1885, c. 376, § i. 
 
 Employees to be paid in cash. — Every manufacturing, min- 
 ing or quarrying, mercantile, railroad, street railway, canal, 
 steamboat, telegraph and telephone corporation, and every incor- 
 porated express company, and water company not municipal, 
 shall pay to each and every employee engaged in its business 
 the wages earned by such employee in cash ; and it shall not be 
 lawful for any of the above-named companies or corporations 
 to pay their employees in their own scrip or that of others com- 
 monly known as^tore money orders. L. 1889, c. 381, § i. 
 
 Penalty. — Any corporation violating any of the provisions of 
 this act shall be punished by a fine not exceeding fifty, and not 
 less than ten dollars, on each complaint on which it is con- 
 victed, provided complaint for such violation is made within 
 thirty days from the date thereof. Id. § 2. 
 
 When married woman may vote.— It shall be lawful for 
 
PROVISIONS OF CODE. 279 
 
 any married woman, being a stockholder or member of any 
 bank, insurance company (other than mutual fire insurance com- 
 panies), manufacturing company or other institution incorpo- 
 rated under the laws of this state, to vote at any election for di- 
 rectors or trustees, by proxy or otherwise, in such company of 
 which she may be a stockholder or member. L. 185 1, c. 321, 
 §1. 
 
 Provisions from Civil Code. 
 
 Complaint in action by or against corporations. — In an 
 action brought by or against a corporation, the complaint must 
 aver that the plaintiff, or the defendant, as the case may be, is a 
 corporation ; must state whether it is a domestic corporation 
 or a foreign corporation ; and, if the latter, the state, country, or 
 government, by or under whose laws it was created. But the 
 plaintiff need not set forth, or specially refer to, any act or pro- 
 ceeding, by or under which the corporation was created. Civ. 
 Code of Pro. § 1775. See Birdseye's Ed., R. S., vol. i, p. 684. 
 
 Proof of corporate existence. — In an action, brought by or 
 against a corporation, the plaintiff need not prove, upon the 
 trial, the existence of the corporation, unless the answer is veri- 
 fied, and contains an affirmative allegation that the plaintiff, or 
 the defendant, as the case may be, is not a corporation. § 1776. 
 
 Misnomer, when waived. — In an action or special proceed- 
 ing, brought by or against a corporation, the defendant is 
 deemed to have waived any mistake in the statement of the 
 corporate name, unless the misnomer is pleaded in the answer, 
 or other pleading in the defendant's behalf. § 1777- 
 
 Action against a corporation upon a note, etc. — In an ac- 
 tion against a foreign or domestic corporation, to recover dam- 
 ages for the non-payment of a promissory note, or other evi- 
 dence of debt, for the absolute payment of money, upon de- 
 mand, or at a particular time, an order, extending the time to 
 answer or demur, shall not be granted, except by the court, 
 upon notice to the plaintiff's attorney. In such an action, un- 
 less the defendant serves, with a copy of his answer or demur- 
 rer, a copy of an order of a judge, directing that the issues pre- 
 sented by the pleadings be tried, the plaintiff may take judg- 
 ment, as in case of default in pleading, at the expiration of 
 
28o PROVISIONS OF CODE. 
 
 twenty days after service of a copy of the complaint, either per- 
 sonally with the summons, or upon the defendant's attorney, 
 pursuant to his demand therefor ; or, if the service of the sum- 
 mons was otherwise than personal, at the expiration of twenty 
 days after the service is complete. § 1778. 
 
 When foreign corporation may sue. — An action may be 
 maintained by a foreign corporation, in like manner, and sub- 
 ject to the same regulations, as where the action is brought by 
 a domestic corporation, except as otherwise specially prescribed 
 by law. But a foreign corporation cannot maintain an action 
 founded upon an act, or upon a liability or obligation, expressed 
 or implied, arising out of, or made and entered into in consider- 
 ation of, an act, which the laws of the state forbid a corporation 
 or association of individuals to do, without express authority 
 of law. This section does not affect the validity of a meeting 
 of the stockholders or directors of a foreign corporation held 
 within the state, when such a meeting is authorized by the laws 
 of the state, country, or government by or under which the cor- 
 poration is created, or of an act, done at such a meeting, which 
 is not in conflict with the same laws, or the laws of the state. 
 
 § 1779- 
 
 When foreign corporation may be sued. — An action against 
 a foreign corporation may be maintained by a resident of the 
 state, or by a domestic corporation, for any cause of action. 
 An action against a foreign corporation may be maintained by 
 another foreign corporation, or by a non-resident, in one of the 
 following cases only : 
 
 1. Where the action is brought to recover damages for the 
 breach of a contract made within the state, or relating to prop- 
 erty situated within the state, at the time of the making thereof. 
 
 2. Where it is brought to recover real property situated 
 within the state, or a chattel which is replevied within the 
 state. 
 
 3. Where the cause of action arose within the state, except 
 where the object of the action is to affect the title to real prop- 
 erty situated without the state. § 1780. 
 
 Action against directors, etc., of a corporation, for mis- 
 conduct. — An action may be maintained against one or more 
 
PROVISIONS OF CODE. 28 1 
 
 trustees, directors, managers, or other officers of a corporation, 
 to procure a judgment for the following purposes, or so much 
 thereof as the case requires : 
 
 1. Compelling the defendants to account for their official 
 conduct, in the management and disposition of the funds and 
 property, committed to their charge. 
 
 2. Compelling them to pay to the corporation, which they 
 represent, or to its creditors, any money, and the value of any 
 property, which they have acquired to themselves, or transfer- 
 red to others, or lost, or wasted, by a violation of their duties. 
 
 3. Suspending a defendant from exercising his office, where 
 it appears that he has abused his trust. 
 
 4. Removing a defendant from his office, upon proof or con- 
 viction of misconduct, and directing a new election to be held 
 by the body or board, duly authorized to hold the same, in 
 order to supply the vacancy created by the removal ; or, where 
 there is no such body or board, or where all the members 
 thereof are removed, directing the removal to be reported to 
 the governor, who may, with the advice and consent of the 
 senate, fill the vacancies. 
 
 5. Setting aside an alienation of property, made by one or 
 more trustees, directors, managers, or other officers of a corpo- 
 ration, contrary to a provision of law, or for a purpose foreign 
 to the lawful business and objects of the corporation, where 
 the alienee knew the purpose of the alienation. 
 
 6. Restraining and preventing such an alienation, where it is 
 threatened, or where there is good reason to apprehend that it 
 will be made. § 1781. 
 
 By whom action to be brought. — An action may be 
 brought, as prescribed in the last section, by the attorney- 
 general in behalf of the people of the state ; or, except where 
 the action is brought for the purpose specified in subdivision 
 third or fourth of that section, by a creditor of the corporation, 
 or by a trustee, director, manager, or other officer of the cor- 
 poration, having a general superintendence of its concerns. 
 § 1782. 
 
 This article, how construed. — This article does not divest 
 or impair any visitatorial power over a corporation, which is 
 
282 EXTRACT FROM CONSTITUTION. 
 
 vested by statute in a corporate body, or a public officer. 
 § 1783. 
 
 Action by judgment creditor for sequestration, etc. — 
 Where final judgment for a sum of money has been rendered 
 against a corporation created by or under the laws of the state, 
 and an execution, issued thereupon to the sheriff of the county, 
 where the corporation transacts its general business, or where 
 its principal office is located, has been returned wholly or partly 
 unsatisfied, the judgment creditor may maintain an action to 
 procure a judgment, sequestrating the property of the corpora- 
 tion, and providing for a distribution thereof, as prescribed in 
 section 1793 of this act. § 1784. 
 
 Extract from the Constitution of the State of New York : 
 Article VIII. 
 
 § I. Corporations may be formed under general laws; but 
 shall not be created by special act, except for municipal pur- 
 poses, and in cases where, in the judgment of the legislature, 
 the objects of the corporation cannot be attained under general 
 laws. All general laws and special acts passed pursuant to this 
 section may be altered from time to time or repealed. 
 
 § 2. Dues from corporations shall be secured by such in- 
 dividual liability of the corporators and other means as may be 
 prescribed by law. 
 
 See L. 1850, c. 172, prohibiting corporations from setting up the defense of 
 usury, and see L. 1892, c. 673, in reference to the employment of women and 
 children in manufacturing establishments, and L. 1892, c. 667, in reference to 
 the safet> v.; workmen in mines. See L. 1893, c. 693, in reference to hours of 
 work in brick yards owned by corporations. 
 
FORMS. 
 
FORMS. 
 
 Certificate of Incorporation of a Business Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, [ _„ 
 County of f ^^- '• 
 
 We, the undersigned, desiring to form a corporation pursuant to the 
 provisions of The Business Corporations Law, all being of full age and 
 two-thirds being citizens of the United States and a majority residents 
 of the state of New York, do hereby certify : 
 
 1. The name of the proposed corporation is : 
 
 2. The objects for which it is to be formed are (Aere describe nature of 
 business) ; and the location of its business is to be in the of 
 
 in the county of , state of , etc. 
 
 3. The amount and description of the capital stock are as follows : 
 (here specify the amount of common and preferred stock). 
 
 4. The number of shares of which the capital stock shall consist is 
 {shares must not be less than five dollars nor more than one hundred 
 dollars each). 
 
 5. The location of its principal business office is to be in the 
 of , in the county of , state of New York. 
 
 6. Its duration is to be years (not to exceed fifty years). 
 
 7. The number of its directors is to be (not less than three nor more than 
 thirteen), each of whom is to hold at least five shares of stock. 
 
 8. The names and post-ofRce addresses of the directors for the first 
 year are as follows : 
 
 Names. 
 
 Post-Office Addresses. 
 
 9. The post-ofi5ce addresses of the subscribers and the number of shares 
 of stock which each agrees to take in the corporation, are as follows : 
 
 Names. 
 
 Post-Office Addresses. 
 
 No. Shares Subscribed. 
 
 ( The certificate may also contain " any other provision for the regulation 
 of the business and the conduct of the affairs of the corporation and any 
 
 (285) 
 
286 FORMS. 
 
 limitaiion upon its powers, and upon the powers of its directors and stock- 
 holders^ which does not exempt them from any obligation or from the per- 
 formance of any duty imposed by law.") 
 
 In witness whereof, we have made, signed and acknowledged 
 this certificate this day of , 189 . • 
 
 {^Signatures of Corporators, who must 
 be at least three in number^ 
 State of New York, ) . 
 County of \ ®^- " 
 
 On the day of , 189 , before me personally came 
 
 (insert names of corporators), to me personally known to be the indi- 
 viduals described in and who executed the foregoing certificate and 
 severally acknowledged that they executed the same. 
 
 {Signature of Notary^ 
 
 In case it is desired to form a full liability corporation, the words " full 
 liability " may be inserted in the first paragraph of the above form before 
 the word corporation. The certificate of incorporation must be filed 
 and recorded in the office of the secretary of state, and a certified copy 
 or duplicate original thereof must be filed and recorded in the office of 
 the clerk of the county where the principal place of business of the cor- 
 poration is to be located. 
 
 If the certificate is to be recorded elsewhere than in the county where 
 it is executed, the county clerk's certificate of the authority of the notary 
 taking the acknowledgment should be attached to it. 
 See ante, pp. 1-6, 9. 
 
 11. 
 
 Certificate that one-half of Capital Stock is Subscribed. 
 
 State of New York, / 
 County of ( ^^' " 
 
 We, the president {or vice-president) and treasurer {or secretary) of 
 the Company, do hereby certify pursuant to section 3 of The 
 
 Business Corporations Law : 
 
 That one-half of the capital stock of the Company has been in 
 
 good faith subscribed^ 
 
 In witness whereof, we have executed this certificate this 
 day of , 189 . 
 
 Signature of President {or Vice-President). 
 Signature of Treasurer {or Secretary). 
 
 State of New York, \ 
 County of \ ^^' '• 
 
 On this day of , 189 , before me personally came 
 
 {insert names of officers executing certificate), to me personally known to 
 
FORMS. 287 
 
 be the individuals described in and who executed the foregoing certifi- 
 cate and severally aclcnowledged that they executed the same. 
 
 (Signature of Notary.) 
 State of New York, / . 
 County of \ ' 
 
 {Insert names of officers executiug certificate), being severally duly 
 sworn, each for himself deposes and says, that he, the said , is 
 
 of the Company, and that he, the said , is 
 
 thereof, and that the statements contained in the foregoing certificate 
 are true. 
 
 (Signatures of officers.) 
 
 Severally sworn to before me, ) 
 this day of , 189 . < 
 
 (Signature of Notary?) 
 
 See ante., pp. 6, 7. 
 
 III. 
 
 Certificate for Reorganization of Corporation. 
 
 State of New York, / 
 County of ( ®^- • 
 
 We, , chairman, and , secretary, of a special meeting of 
 
 the Company, held in the manner and for the purposes herein- 
 
 after set forth, do hereby certify : 
 
 That the Company is a stock corporation formed under the 
 
 laws of the state of New York for the purpose of 
 
 That the directors of the said corporation called a meeting of the 
 stockholders thereof for the purpose of voting upon the proposition to 
 reincorporate the said corporation under the Business Corporations Law 
 of the state of New York, by publishing a notice stating the time, place, 
 and object of the meeting, signed by at least a majority of the directors 
 thereof, in a newspaper of the county of , the county in which the 
 
 principal business office of the said corporation is situated, once a week 
 for at least three successive weeks, and by serving upon each stockholder 
 at least three weeks before the meeting a copy of such notice by deposit- 
 ing it in the post-office, postage prepaid, addressed to him at his last 
 known post-office address. 
 
 That the said notice was as follows : 
 
 A special meeting of the stockholders of the Company will be 
 
 held at the office of said Company at No. street, in the city of 
 
 , on the day of , 189 , at o'clock .m., 
 
 to vote upon a proposition to reincorporate the said Company under The 
 
 Business Corporations Law of this state. 
 
 That at the time and place specified in the notice published and 
 mailed as aforesaid there appeared in person or by proxy stockholders 
 
288 FORMS. 
 
 representing more than a majority of all the stock of the corporation, 
 and that the meeting organized by choosing , one of the directors 
 
 of the corporation, chairman, and , secretary. 
 
 That the notice of the meeting having been read and proof of the pub- 
 lishing and mailing thereof having been presented, the following resolu- 
 tion was proposed : 
 
 Resolved, That the Company be reincorporated under the pro- 
 
 visions of The Business Corporations Law of this state, and that the 
 officers of this meeting are directed to execute the certificate called for 
 by the said law. 
 
 That a vote of those present or by proxy was then taken upon the said 
 resolution, and that shares of the capital stock of the said Com- 
 
 pany, being more than a majority of all the stock thereof, voted in favor 
 of said resolution, which was thereupon declared carried. 
 
 And we do further certify as follows : {Here insert provisions called for 
 by section 2 of The Business Corporations Law, see ante. Form I.) 
 
 In witness whereof, we have executed this certificate this day 
 
 of , 189 . 
 
 , Chairman. 
 , Secretary. 
 State of New York, ) 
 County of ( ®^' " 
 
 , chairman, and , secretary, being severally duly sworn, 
 
 each for himself deposes and says, that he has read the foregoing certifi- 
 cate subscribed by him, and that the same is true. 
 
 Sworn to before me this ) , Chairman. 
 
 day of 189 . ( , Secretary. 
 
 State of New York, I 
 County of \ ^^- ' 
 
 On this day of 189 , before me personally came , 
 
 to me personally known to be the individuals described in and who exe- 
 cuted the foregoing certificate and severally acknowledged that they ex- 
 ecuted the same. 
 
 (Signature of Notary^ 
 
 See ante, p. 7. A copy of the by-laws of the Company must be filed 
 with this certificate. 
 
 IV. 
 
 Certificate of Payment of one-half Capital Stock. 
 
 State of New York, \ . 
 County of ) ' 
 
 We, the undersigned, a majority of the directors of the Com- 
 
 pany, do hereby certify : 
 
FORMS. 289 
 
 That the amount of the capital stock of said corporation is 
 dollars, and that one-half thereof has been paid in. 
 
 In witness whereof, we have executed this certificate this day 
 
 of , 189 . 
 
 f Majority of 
 
 I Directors, 
 
 State of New York, ) 
 County of \ **" • 
 
 On this day of , 189 , before me personally came (insert 
 
 names of directors signing certificate), to me personally known to be the 
 individuals described in and who executed the foregoing certificate and 
 severally acknowledged that they executed the same. 
 
 (Signature of Notary.) 
 State of New York, ) 
 County of ( ®®- ' 
 
 (Insert names of president [or vice-president] and secretary [or treasurer]), 
 
 being severally duly sworn, each for himself deposes and says that he, the 
 
 said , is the of the Company, and that he, the said 
 
 is the thereof, and that the statements contained in the 
 
 foregoing certificates are true. 
 
 Severally sworn to before me,) (Signatures of o^ers.) 
 
 this day of , 189 . ( 
 
 (Signature of Notary.) 
 
 See ante, p. 8. 
 
 V. 
 
 Certificate of Extension (or alteration) of Business. 
 
 State of New York, J . 
 County of ( " ' 
 
 We, , a majority of the directors of the Company, 
 
 a stock corporation organized under chapter of the laws of 
 
 of the State of New York, desiring to extend (or alter) the busi- 
 ness and powers of the said corporation in accordance with section 32 of 
 The Stock Corporation Law, do hereby make the following amended cer- 
 tificate of incorporation and do certify as follows : 
 
 1. The name of the corporation whose business is to be hereby extended 
 (or altered) is : 
 
 2. The objects for which it was formed including the nature of its busi- 
 ness were and the location of its business was and is to continue to 
 be in the of , in the county of , state of , 
 and the extension (or alteration) of business, and powers, and rights, which 
 the said corporation desires to effect by the execution of this certificate 
 and which have been authorized by its stockholders as is hereinafter set 
 forth, are as follows : 
 
 (Here describe the alteration or extension of business authorixed. A cor- 
 
 19 
 
290 FORMS. 
 
 poration may include any purposes and powers ivhicK at the time of the ex- 
 tension have been conferred by law upon corporations engaged in a business 
 of the same general character, or which might be included in the certificate 
 of incorporation of a corporation organizing under any general law of the 
 State for a business of the same general characters^ 
 
 3. The amount and description of the capital stock of said corporation 
 are as follows : {Here specify the amount of common and preferred stock.) 
 
 4. The number of shares of which its capital stock consists is as fol- 
 lows: 
 
 5. The location of its principal business office is in the of 
 
 , in the county of , state of New York. 
 
 6. Its duration is years from the day of , 18 
 
 7. The number of its directors is : 
 
 8. The names and post-office addresses of the directors for the first 
 year next following are as follows : 
 
 Names. I Post-Office Addresses. 
 
 And we do further certify that the extension {or alteration) of business 
 and powers and rights above set forth in paragraph number two were 
 duly authorized by a vote of stockholders, representing at least three- 
 fifths of the capital stock of said corporation, at a meeting of the stock- 
 holders, held for the purpose of voting upon the proposition to so extend 
 or alter the same, and called in the manner provided for by section 45 of 
 the Stock Corporation Law, as is more particularly set forth in the copy 
 of the proceedings of said meeting filed with this amended certificate. 
 
 In witness whereof, we have made and signed this^certificate on 
 this day of , 189 . 
 
 {Signatures of a majority of the directors.) 
 
 State of New York, ( . 
 County of ( ®^' ' 
 
 On this day of , 189 , before me personally appeared 
 
 {insert names), to me personally known to be the individuals described in 
 and who executed the foregoing certificate and severally acknowledge 
 that they executed the same. 
 
 • {Signature of Notary^ 
 
 Copy OF Proceedings of Meeting authorizing Extension or 
 Alteration of Business. 
 
 State of New York, ) 
 County of p®' ' 
 
 We, , one of the directors of the Company, a corpora- 
 
 tion of the state of New York, and , the secretary of the same, 
 
 do hereby certify, that the said corporation desiring to extend {or alter) 
 
FORMS. 291 
 
 its business and purposes and rights pursuant to the provisions of the 
 Stock Corporation Law, a notice of a meeting of the stockholders of the 
 said corporation stating the time, place and object thereof, and the ex- 
 tension {or alteration) of business and powers and rights of the corpora- 
 tion was published once a week for at least two successive weeks in a 
 newspaper in the county of , the county where its principal busi- 
 
 ness office is located, and that a copy of such notice was duly mailed to 
 each stockholder at his last known post-office address at least three 
 ■weeks before said meeting, and that at the time and place specified in 
 said notice, that is to say, at the city of , county of , on 
 
 the day of , 189 , stockholders appeared in person or by 
 
 proxy in numbers representing at least three-fifths of the capital stock 
 of said Company, and organized by choosing , one of the directors 
 
 of the corporation, chairman, and secretary. 
 
 And that the notice of the meeting and the proof of the publishing 
 and mailing thereof having been read, the following resolution was pro- 
 posed : 
 
 Resolved, That the Company, heretofore organized under chap- 
 
 ter of the laws of of this state, for the purpose of , 
 
 does hereby extend (or alter) its business and powers and rights pursuant 
 to section 32 of the Stock Corporation Law, as follows : 
 
 And resolved, That the directors of the corporation be authorized and 
 instructed to execute the necessary certificates to effect the same. 
 
 That the vote of those present in person or by proxy upon said reso- 
 lution being duly canvassed, it appeared that shares of the capital 
 stock of said Company, being at least three-fifths thereof, voted in favor 
 of said resolution, which was thereupon declared carried, and the meet- 
 ing adjourned. 
 
 In witness whereof, we have hereunto set our hands and affixed 
 the seal of the said corporation. 
 
 [CORPORATE , Director. 
 
 SEAL.] , Secretary. 
 
 State of New York, ) ^^ . 
 County of S " 
 
 On this day of , 189 , before me personally appeared 
 
 and , to me personally known to be the individuals de- 
 
 scribed in and who executed the above certificate and severally 
 acknowledged that they executed the same ; and the said , one of 
 
 the directors of the said Company, being by me duly sworn, did 
 
 depose and say that the foregoing copy of the proceedings of the meeting 
 of the Company, held on the day of , 189 , is a 
 
 true and correct copy thereof in all respects. 
 
 {Signature of Notary.) 
 
 See ante, pp. 11, 55. 
 
2g2 FORMS. 
 
 VI. 
 
 Agreement for Consolidation. 
 
 This Agreement, made the day of - , 189 , between 
 
 the board of directors of the Company, party of the first part, 
 
 and the board of directors of the Company, party of the second 
 
 part: 
 
 WITNESSETH, that whereas the party of the first part is a corporation 
 organized under the laws of the state of New York for the purpose of 
 carrying on the business of 
 
 And whereas, the party of the second part is a corporation organized 
 under the laws of the said state for the purpose of carrying on the busi- 
 ness of ; and whereas, it is proposed to consolidate such corpo- 
 rations into a single corporation ; 
 
 Now, therefore, in consideration of the mutual agreement and conces- 
 sions herein contained, it is agreed by the parties hereto that the said 
 corporation shall be merged and consolidated into a single corporation, 
 pursuant to the provisions of the Business Corporations Law of the state 
 of New York, and the parties hereto do hereby agree that the terms and 
 conditions of said consolidation and the mode of carrying the same into 
 effect shall be as follows : 
 
 First. — The name of the new corporation formed by said consolidation 
 shall be the Company. 
 
 Second. — The number of directors who shall manage the affairs of 
 said corporation shall be (insert number, not less than three nor more than 
 thirteen). 
 
 Third. — The names and post-office addresses of the directors of said 
 corporation for the first year are as follows : 
 
 Names. 
 
 Post-Office Addresses. 
 
 Fovirth. — The term of existence of said corporation shall be {tiot to ex- 
 ceed fifty years). 
 
 Fifth. — The names of the town {or towns) and county {or counties') in 
 which the operatidhs of said corporation are to be carried on are {insert 
 names). 
 
 Sixth. — That the names of the town {or city) and county in this state 
 in which the principal place of business of said corporation is to be 
 situated are the town {or city) of , county of 
 
 Seventh. — The amount of the capital stock of said new corporation 
 shall be {insert amount^ which shall not be larger in amount than the fair 
 aggregate value of the property, franchises and rights of the corporations 
 agreeing to consolidate). 
 
FORMS. 293 
 
 Eighth. — The number of shares into which the capital stock of said 
 corporation shall be divided is shares. 
 
 Ninth. — The manner of distributing the capital stoclc of said new cor- 
 poration among the holders thereof shall be as follows : 
 
 Tenth. — The business of said new corporation shall be carried on in 
 such places out of this state as the busmess of the parties to this agree- 
 ment has been heretofore carried on. that is to say, in the following 
 places : 
 
 In witness whereof, the parties hereto have executed this agree- 
 meet in duplicate, and have caused to be hereto athxed the corporate 
 seals of their respective companies. 
 
 {Signatures of directors and seals of both corporations.) 
 
 State of New York, / 
 County of \ *^' ' 
 
 On this day of , 189 , before me personally came {insert 
 
 names of directors of the consolid iting corporations), to me known to be 
 the individuals described in and who executed the foregoing agreement 
 and severally acknowledged that they executed the same. 
 
 {Signature of Notary.) 
 State of New York, ) 
 County of P®" 
 
 {Insert name of president or secretary of one of the corporations) being 
 duly sworn, deposes and says that he is the of said Com- 
 
 pany mentioned in the foregoing agreement ; that he knows the corpo- 
 rate seal of said Company, that the corporate seal affixed to said agree- 
 ment is such corporate seal and was so affixed by order of the board of 
 directors of said Company, and that he executed the above instrument 
 as by the like authority.* 
 
 {Signature of Notary.) 
 
 Certificate of Secretary of Meeting for Consolidation. 
 
 State of New York, ) . 
 County of ( " 
 
 I, , secretary of the meeting of the Company, one of the 
 
 corporations described in the annexed agreement, bearing date the 
 day of , 189 , for the consolidation of the said corporation with 
 
 the Company into a single corporation, to be known as the 
 
 Company, do hereby certify that a meeting of the Com- 
 
 pany was called upon a notice of at least two weeks, specifying the time, 
 place and object thereof, and addressed to each stockholder at his last 
 known post-office address, and deposited in the post-office, postage pre- 
 paid, and published for at least two successive weeks in one of the news- 
 
 • This form should be repeated for each oft^r consolidattng corporal 'ons. 
 
294 FORMS. 
 
 papers in each of the counties of this state in which each of such corpo- 
 rations had its place of business, and that the said notice was as follows i 
 
 A special meeting of the stockholders of the Company will be 
 
 held at the office of the said Company, at No. street, in the city 
 
 of , on the day of , 189 ,^t o'clock .M., to 
 
 vote upon an agreement for the consolidation of this corporation with 
 the Company, made by the directors of the said corporations. 
 
 That at the time and place specified in the notice published and mailed,, 
 as aforesaid, the agreement for consolidation referred to therein and 
 hereto annexed was submitted to the stockholders for their approval. 
 And that a vote by ballot of the stockholders so assembled having been 
 taken, it appeared that shares of the stock of the corporation, 
 
 being the vote of stockholders owning at least two-thirds of the stock 
 of the corporation, voted in favor of the approval of the said agreement 
 for consolidation, and that thereupon such agreement was declared 
 adopted. 
 
 In witness whereof, I have hereunto set my hand and affixed the 
 corporate seal of said Company, this day of ,189 .* 
 
 (Signature of Secretary.') 
 State of New York, ) 
 County of f ^^' ■ 
 
 On this day of , 189 , before me personally appeared 
 
 , to me personally known to be the individual described in and 
 who executed the foregoing certificate, and who being by me duly sworn 
 did depose and say that he resides in the of , in the state 
 
 of , that he was the secretary of said Company, that the 
 
 foregoing certificate contains a true copy of the proceedings of the meet- 
 ing of the said corporation called and held as therein set forth, that he 
 knows the corporate seal of said corporation, that the seal affixed to the 
 above certificate is such seal, and was affixed thereto by order of the 
 board of directors of said corporation. 
 
 In witness whereof, I have hereunto set my hand the day and year 
 above set forth. 
 
 {Signature of Notary^ 
 See ante, p. 12. 
 
 VII. 
 Certificate of Consent of Stockholders to Mortgage. 
 
 State of New ^^rk, ) 
 County of \ ^^- '• 
 
 We, . chairman, and , secretary, of a special meeting of 
 
 the stockholders of the Company, held for the purpose of voting 
 
 upon a proposition to mortgage the property and franchises of the said 
 Company, do hereby certify ; 
 
 That the Company is a stock corporation formed under the 
 
 * This form should be repeated for each of the consolidating corporations. 
 
FORMS. 295 
 
 laws of this state, and that a special meeting of the stockholders of the 
 said Company was called in accordance with the provisions of its by- 
 laws, to be held at the office of the said Company, at No. street, 
 in the city of , on the day of , 189 , at 
 o'clock .M., and that the purpose of the said meeting was stated in the 
 call thereof to be the obtaining of the consent of the stockholders own- 
 ing two-thirds of the stock of the said Company to the mortgaging of its 
 property and franchises in a sum not exceeding dollars, and to 
 the issuing of its bonds or other evidences of debt to be secured by said 
 mortgage in a like amount. 
 
 That notice oi the time and place of holding the said meeting waF 
 given in accordance with the by-laws of the said Company as follows : 
 (Here specify mode in which notice was given and showing compliance with 
 the by-laws, and in case a corporation has no by law governing the subject, 
 follow the requirement of the Stock Corporation Law in regard to the an- 
 nual meeting, and state that notice was given by publication at least once in 
 each week for two successive weeks immediately preceding the date of said 
 meeting in a newspaper published in the county where the said meeting was 
 held.) That at the time and place specified in the said notice there ap- 
 peared in person and by proxy stockholders representing at least two- 
 thirds of all the shares cf stock of said Company, and that the meeting 
 organized by choosing as chairman and as secretary. 
 
 That the notice of the meeting having been read, the following resolu- 
 tion was proposed : 
 
 Resolved, That consent is hereby given to the Company to 
 
 mortgage its property and franchises to the extent of dollars, and 
 
 to issue its bonds or other evidences of debt to be secured by such mort- 
 gage in a like amount. That the vote of those present in person or by 
 proxy being duly canvassed, it appeared that shares of the 
 
 capital stock of said Company, being at least two-thirds thereof, voted in 
 favor of said resolution, which was thereupon declared carried and the 
 meeting adjourned. 
 
 In witness whereoe, we have made and signed this certificate this 
 day of , 189 . 
 
 , Chairmanf. 
 State of New York, ) , Secretary. 
 
 County of ( ®®" ' 
 
 , chairman, and , secretary, being severally duly sworn, 
 
 each for himself deposes and says that he has read the foregoing certifi- 
 cate subscribed by him and knows its contents, and that the same is 
 true. 
 
 , Chairman. 
 Sworn to before me this ) , Secretary. 
 
 day of . 189 . ( 
 
 {Signature of Notary.) 
 
296 FORMS. 
 
 State of New York, ( . 
 County of f ^*' ' 
 
 On this day of , 189 , before me personally came 
 
 and , to me personally known to be the individuals de- 
 
 cribed in and who executed the foregoing certificate and severally 
 acknowledged that they excuted the same. 
 
 (Signature of Notary.) 
 
 Consent of Stockholders to Mortgage. 
 
 We, the undersigned stockholders of the Company, owning and 
 
 holding the number of shares of the capital stock in the said Company 
 set opposite our respective names, bemg at least two-thirds of the capi- 
 tal stock thereof, do hereby consent to the mortgaging by the said Com- 
 pany of its property and franchises pursuant to § 2 of the Stock Corpora- 
 tion Law and to the issuing by the said Company of its bonds, promis- 
 sory notes or other evidences of such debt, provided that the said 
 mortgage shall not exceed the sum of dollars. 
 
 Dated ,189 . 
 
 {Signatures of stockholders.) {No. of shares.) 
 
 The foregoing certificate or consent must be filed in the office of the 
 clerk or register of the county where the corporation has its principal 
 place of business. 
 
 See ante, pp. 22, 23. 
 
 VIII. 
 
 Reorganization upon Sale of Property and Franchise. 
 
 State of New York, ) . 
 County of S ' ' 
 
 We, the undersigned purchasers and associates, a majority of whom 
 are citizens and residents of this state, desiring to become a corporation 
 pursuant to section three of the Stock Corporation Law, do hereby 
 certify : 
 
 iThat the corporation whose property and franchises they have acquired 
 was the Company, a corporation organized under chapter 
 
 of the laws of • of the state of New York, and that the court by 
 
 whose authority the sale of the property and franchises of the said cor- 
 poration was made was the court of this state, and that the date 
 of the judgment authorizing the same was the day of 
 189 , and that the property sold at the said sale is briefly described as 
 follows : 
 
 That at the said sale and became the purchasers of the 
 
 property and franchises thus sold, and have associated with themselves 
 the undersigned, who do further certify as follows : 
 
FORMS, 
 
 297 
 
 1. The name of the new corporation intended to be formed by the 
 filing of this certificate is the Company. 
 
 2. The maximum amount of its capital stock shall be and the 
 number of shares into which the said capital stock is to be divided is 
 
 , of which shares shall be common stock and shares 
 
 shall be preferred stock, and that the rights pertaining to each class shall 
 be as follows : 
 
 3. The number of directors who shall manage the affairs of the new 
 corporation shall be {not less nor more than the mtmber required by law 
 for the old corporation), and the names and the post-office addresses of 
 the directors for the first year are as follows : 
 
 Names. 
 
 Post-Offick Addresses. 
 
 4. The plan or agreement which was entered into at or previous to the 
 time of the sale herein described in anticipation of the formation of the 
 new corporation and pursuant to which such purchase was made is as 
 follows : 
 
 In witness whereof, we have made and acknowledged this certifi- 
 cate on this day of , 189 . 
 
 (Signature of associates.) 
 State of New York, ) 
 County of \ ®®' • 
 
 On this day of ,189 , before me personally came 
 
 , to me personally known to be the individuals described in and 
 who executed the foregoing certificate, and severally acknowledged that 
 they executed the same. 
 
 {Signature of Notary.) 
 See ante, p. 26. 
 
 IX. 
 
 Notice of Annual Meeting. 
 
 The annual meeting of the stockholders of the Company for 
 
 the election of directors for the ensuing year and for the transac- 
 
 tion of such other business as may properly come before the meeting, 
 will be held at the office of the Company, No. street in the city 
 
 of , on the day of , 189 , at o'clock in the 
 
 noon. Transfer books will close on the day of 
 
 and will open on the day of 
 
 Dated , 189 . , Secretary. 
 
 See ante, p. 32. 
 
298 FORMS. 
 
 Certificate to Increase (or Reduce) Number of Directors. 
 
 State of New York, ( 
 County of P^" 
 
 We, ; president, and , secretary, of a meeting of 
 
 the stockholders of the Company held for the purpose of increas- 
 
 ing {or reducing) its number of directors, do hereby certify; 
 
 That the Company is a stock corporation formed under the 
 
 laws of the state of New York, and that the present number of its di- 
 rectors as fixed by its certificate of incorporation is , and that the 
 said corporation desiring to increase (or reduce) its number of directors 
 from to (not above thirteen nor below three), the directors 
 of the said corporation called a meeting of the stockholders thereof to 
 be held at the usual place of meeting of the directors on two weeks' no- 
 tice in writing to each stockholder of record, and that such notice was 
 served by mail by depositing the same, postage prepaid, directed to each 
 stockholder at his last known post-office address and that the said notice 
 was as follows : 
 
 A special meeting of the stockholders of the Company will be 
 
 held at the office of the Company at No. street, in the city of 
 
 , on the day of , at o'clock, .m., to de- 
 
 termine whether the number of directors shall be increased (or reduced) 
 from to . That at the time and place specified in the no- 
 
 tice there appeared stockholders owning a majority of the stock of the 
 corporation and that the meeting organized by choosing as 
 
 president and as secretary thereof. 
 
 That the notice of the meeting having been read and proof of the ser- 
 vice of such notice upon each stockholder having been filed in the office 
 of the corporation at the time of the meeting and having been presented 
 thereto, the following resolution was proposed : 
 
 Resolved, That the number of directors of the Company be in- 
 
 creased (or reduced) from , the present number thereof, to ; 
 
 that the vote of those present being duly canvassed, it appeared that 
 shares of the capital stock of said corporation, being a majority 
 of the stock thereof, voted in favor of said resolution, which was there- 
 upon declared adopt&, and the meeting adjourned. 
 
 In witness whereof, we have made and signed this certificate in 
 duplicate this day ,189 . 
 
 (Signatures of President and Secretary of meeting.) 
 
 State of New York, > 
 County of ( ®®- 
 
 (Insert names of persons making certificate) being severally duly sworn, 
 the said deposes and says that he was the president, and the said 
 
FORMS. 299 
 
 , that he was the secretary of the meeting of stockholders of the 
 
 Company, described in the foregoing certificate, and each for 
 
 himself deposes and says that the said meeting was this day held as is 
 
 set forth in the said certificate, and that the foregoing record is a correct 
 
 transcript of the proceedings of such meeting entered in the minutes of 
 
 the corporation. 
 
 Sworn to before me this ) ,c--^ ^ ^ \ 
 
 day of 189 . \ {Signatures of officers.) 
 
 {Signature of Notary^ 
 
 See ante, p. 36. 
 
 XL 
 
 Certificate of Inspectors. 
 
 State of New York, ) 
 County of \ ^®" 
 
 We, the undersigned inspectors of election of Company duly 
 
 appointed to act at the annual meeting of the stockholders of the said 
 corporation for the year 189 , hereby certify : 
 
 That such meeting was held on the day of , 189 , at 
 
 the office of the Company in the city of , at o'clock in the 
 
 noon. 
 
 That before entering upon the discharge of our duties, we took and 
 subscribed the oath hereto annexed. 
 
 That the result of the vote at the said election was as follows ; 
 
 votes, representing shares of the capital stock of the 
 
 Company, were cast, of which, votes representing shares were 
 
 cast for the following named persons, who were accordingly elected di- 
 rectors for the ensuing year : {Insert names of directors elected^ 
 
 In witness whereof, we have executed this certificate, this 
 day of , 189 . 
 
 State of New York, ( ^^ . 
 County of \ 
 
 On this day of , 189 , before me personally came 
 
 , to me personally known to be the individuals described in and 
 who executed the foregoing certificate and severally acknowledged that 
 
 they executed the same. 
 
 {Signature of Notary^ 
 
 Oath of Inspectors. 
 State of New York, 
 
 County of \ " 
 
 We, , the inspectors duly appointed to act at the annual meet- 
 
 ing of the stockholders of the Company, for the election of di- 
 
300 FORMS. 
 
 rectors, held on the day of ,189 , being severally sworn, 
 
 each for himself deposes and says, that he will faithfully execute the du- 
 ties of inspector at such meeting with strict impartiality and according to 
 the best of his ability. 
 
 {Signatures of Inspectors^ 
 Severally sworn to before me \ 
 this day of , 189 . j • 
 
 This certificate must be filed in the office of the clerk of the county in 
 which the election or meeting is held. 
 
 See ante, p. 44. 
 
 XII. 
 Annual Report. 
 
 Annual report of Company : 
 
 We, the undersigned, a majority of the directors of the Com- 
 
 pany, do hereby make the following report : 
 
 The capital stock of this Company is dollars, and the proportion 
 
 of its capital stock actually issued is dollars. 
 
 The existing debts of the Company do not now exceed dollars. 
 
 The assets of the Company at least equal the sum of dollars. 
 
 Dated ,189 . 
 
 f Majority of 
 
 I Directors. 
 
 State of New York, ) . 
 County of ) " 
 
 {Insert names of president [or vice-president] and treasurer [or secretary]), 
 
 being duly severally sworn, each for himself deposes and says, that he the 
 
 said is the of the Company, and that he the said 
 
 is the thereof; and that the statements contained in the 
 
 said report are true to the best of his knowledge, information and belief. 
 
 ^'^^^IVoTKn^a'rjX"! '''' f (•^^-'«- "-^ "^^^^^ 
 
 {Signature of Notary.) 
 
 See ante, p. 47. 
 
 This report must be filed in the office of the secretary of state and in 
 the office of the county clerk of the county where the principal office of 
 the corporation is located. — See ante, pp. 48, 49. 
 
FORMS. 301 
 
 XIII. 
 
 Stock Certificate. 
 
 Number Shares. 
 
 THE COMPANY, 
 
 Incorporated under The Business Corporations Law of New York. 
 
 This is to Certify, That 
 
 is entitled to shares of the 
 
 5 Capital Stock of the Company, 
 
 " transferable only on the books of the Company, in person or by 
 
 attorney, on surrender of this Certificate. 
 
 < SEAL. I 
 
 New York 189 
 
 'Z President {or Vice-President). 
 
 u 
 
 % Secretary {or Treasurer). 
 
 ■" A power of attorney to transfer should be printed on the back of 
 J the certificate, as follows : 
 
 For value received, I herely sell, assign, and transfer to 
 
 shares of the within mentioned 
 S X stock, and do hereby appoint my attorney 
 
 to transfer the same on the books of the Company. 
 Witness my hand and seal, this day of , 189 . 
 
 In presence of [seal.] 
 
 See ante, p. 59, and Stock Corporation Law, § 26, ante, p. 42. 
 
 XIV. 
 
 Form of Subscription to Stock. 
 
 We, the undersigned, do hereby agree, one with another, that we will 
 take the number of shares in the Company, proposed to be organ- 
 
 ized under the Business Corporations Law of the state of New York, 
 herein set opposite our respective names, and that we will pay the bal- 
 ance due upon the said shares, over and above the ten per cent now paid 
 upon our cash subscriptions, as called for by the said Company. It is 
 agreed between all the subscribers hereto that the capital of the said 
 Company shall be dollars, to be divided into shares of 
 
 dollars each, common stock. 
 
 Dated ,189 . 
 
 Names. 
 
 Number of Shares Subscribed. 
 
 See ante, p. 65. 
 
302 FORMS, 
 
 XV. 
 
 Certificate Increasing (or reducing) Capital Stock. 
 
 State of New York, j , 
 County of ( " 
 
 We , chairman, and , secretary, of a special meeting of 
 
 the stockholders of the Company held for the purpose of increas- 
 
 ing {or reducing) its capital stock, do hereby certify : 
 
 That the Company is a stock corporation formed under the 
 
 laws of the state of New York, and that the capital stock of the said cor- 
 poration was fixed by its certificate of incorporation at dollars, 
 and was divided into shares of the par value of dollars. 
 That the said Company desiring to increase {or reduce) its capital stock, 
 the directors thereof did publish a notice, signed by a majority of them, 
 in a newspaper published in the county of {insert name of county), the 
 county in which the principal business oflnce of said corporation is situ- 
 ated, once a week for at least two successive weeks prior to the date of the 
 meeting called thereby, which said notice was as follows : 
 
 A special meeting of the stockholders of the Company will be 
 
 held at the office of the said Company, at No. street, in the city 
 
 of , on the day of at 12 o'clock noon, to determine 
 
 whether the capital stock of said Company shall be increased {or reduced) 
 to the amount of dollars, to consist of shares of the par 
 
 value of dollars per share. 
 
 That at least three weeks before said meeting, a copy of said notice, 
 inclosed in a post-paid wrapper, was mailed to each stockholder at his 
 last known post-office address : 
 
 That at the time and place specified in the notice published and mailed 
 as aforesaid, there appeared in person or by proxy stockholders repre- 
 senting at least a majority of all the shares of stock of the said Company, 
 and that the meeting organized by choosing from among their number 
 the said , as chairman, and the said , as secretary thereof. 
 
 That the notice of the meeting having been read, and proof of the 
 proper publishing and mailing thereof having been presented, the follow- 
 ing resolution was proposed : 
 
 Resolved, That the • Company does increase {or reduce) its capi- 
 
 tal stock from the present amount thereof, namely, the sum of 
 dollars, consisting of shares of the par value of dollars 
 
 per share, to the amount of dollars, to consist of shares 
 
 of the par value of dollars per share. 
 
 That the vote of those present in person or by proxy being duly can- 
 vassed, it appeared that shares of the capital stock of said com- 
 pany, being at least a majority of all the stock thereof, voted in favor of 
 said resolution, which was thereupon declared carried. 
 
FORMS. 303 
 
 And we do further certify: 
 
 That the amount of the capital of said corporation actually paid in 
 is dollars, and that the whole amount of the debts and liabilities 
 
 of the corporation is dollars ; and that the amount to which the 
 
 capital stock of said corporation is increased {or reduced) is dol- 
 
 lars.' 
 
 See ante, p. 68 . 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 , Chairman. 
 
 , Secretary. 
 State of New York, ( 
 
 County of ( ®^- ■ 
 
 , chairman, and , secretary, being severally duly sworn 
 
 each for himself deposes and says that he has read the foregoing certifi- 
 cate subscribed by him, and that the same is in all respects true. 
 
 , Chairman. 
 
 , Secretary. 
 Sworn to before me this ) 
 day of ,18 . f 
 
 (Signature of Notary^ 
 
 State of New York, \ 
 County of X ^^' ' 
 
 On this day of . 189 , before me personally came 
 
 and who executed the foregoing certificate, and severally acknowledged 
 to me that they executed the same. 
 
 (Signature of Notary?) 
 
 > Note:— In reducing the capital stock the following statements should be added; 
 
 That the reduced capital is sufficient for the proper purposes of the corporalion and is in excess 
 of its debts and liabilities, and that the actual market value of the stock before reduction was less 
 than its par value. 
 
 Duplicate copies of this certificate should be filed in the office of the clerk of the county where 
 the corporation's principal place of business is located and in the office of the secretary of state. 
 
304 FORMS. 
 
 "I- 
 
 XVI. 
 
 Certificate of Preferred Stock. 
 
 Number Shares § 
 
 s 
 
 I THE COMPANY. | 
 
 Incorporated under The Business Corporations Law of New York. 
 
 I ; I This is to Certify, That 
 
 S : : is entitled to shares of the Preferred 
 
 iu 
 
 \ Capital Stock of the Company, 
 
 S g i • transferable only on the books of the Company, in person or by 
 ; attorney, on surrender of this certificate. ^ 
 
 : This stock is part of an issue not exceeding S 
 
 ; dollars authorized by the certificate of incorporation of this " 
 * Company (or by the unanimous consent of its stockholders), § 
 « and the holders thereof are entitled to receive a fixed yearly h 
 tn and cumulative dividend of per cent, on the parS 
 
 value thereof before any dividend shall be set apart or paid** 
 o M upon the common stock of the Company. This preferred ! 
 «i-' stock may be redeemed at par on the first day of January, : 
 19 • i 
 
 Dated New York 189 . 
 
 President {or Vice-President). 
 
 Secretary {or Treasurer). 
 
 The certificate should be endorsed as is shown in Form XIII. 
 
 See ante, p. 71. 
 
 XVII. 
 
 Certificate Increasing (or Reducing) Number of Shares. 
 
 State of New York, { . 
 County of \ ' ' 
 
 We, , chai*nan, and , secretary, of a special meeting of 
 
 the stockholders of the Company held for the purpose of 
 
 increasing {or reducing) the number of shares into which the capital 
 stock of the said corporation is divided, do hereby certify : 
 
 That the Company is a stock corporation formed under the 
 
 laws of the state of New York, and that the capital stock of the said cor- 
 poration was fixed by its certificate of incorporation at dollars, and 
 was divided into shares of the par value of dollars. 
 
 That the said Company desiring to increase {or reduce) the number of 
 
FORMS. 305 
 
 shares into which said capital stock was divided, the directors thereof 
 did publish a notice,^ signed by a majority of them, in a newspaper pub- 
 lished in the county of , the county in which the principal busi- 
 ness office of said corporation is situated, once a week for at least two 
 successive weeks prior to the date of the meeting called thereby, which 
 said notice was as follows : 
 
 A special meeting of the stockholders of the Company will 
 
 be held at the office of the said Company at number street, in 
 
 the of , on the day of , at o'clock 
 
 .M., to determine whether the number of shares of the capital stock of 
 the said Company shall be increased {or reduced), so that the said capital 
 stock shall be hereafter represented by shares of the par value of 
 
 dollars per share. 1 
 
 That at least three weeks before said meeting a copy of said notice, 
 inclosed in a post-paid wrapper, was mailed to each stockholder at his 
 last known post-office address ; that at the time and place specified in 
 the notice published and mailed as aforesaid there appeared in person 
 or by proxy stockholders, representing at least two-thirds of all the said 
 stock of the Company, and that the meeting organized by choosing from 
 among their number the said as chairman, and the said as 
 
 secretary ; that the notice of the meeting having been read and the proof 
 of the printing and publishing and mailing thereof having been presented 
 the following resolution was proposed : 
 
 Resolved, That the Company does increase {or reduce) the num- 
 
 ber of shares into which its capital stock is divided from the present 
 number thereof, namely, shares of the par value of dollars, to 
 
 the following number, namely, shares, of the par value of 
 
 dollars per share ; that a vote of those present in person or by proxy upon 
 said resolution being duly canvassed, it appeared that shares of the 
 
 capital stock of said Company, being at least two-thirds thereof, voted 
 in favor of said resolution, which was thereupon declared carried and the 
 meeting adjourned. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 , Chairman, 
 , Secretary. 
 
 State of New York,/ . 
 County of ( " ' 
 
 , chairman, and , secretary, being severally duly sworn, 
 
 each for himself deposes and says, that he has read the foregoing certifi- 
 cate and knows its contents, and that the same is true. 
 
 {Signatures of officers.) 
 
 Severally sworn to before me ( 
 this day of , 189 . ( 
 
 {Signature of Notary') 
 
 20 
 
306 FORMS, 
 
 State of New York, ) 
 County of \ ®®- ■ 
 
 On this day of , 189 , before me personally came 
 
 and , to me personally known to be the individuals described 
 
 in and who executed the foregoing certificate, and severally acknowledged 
 that they executed the same. 
 
 (Signature of Notary.) 
 See ante, p. 84. 
 
 XVIII. 
 Petition for Change of Name. 
 
 Supreme Court, State of New York, County of 
 
 In ihe Matter of the Application ) 
 OF the Company, for leave \ 
 
 TO change its name. ) 
 
 To the Supreme Court of the State of New York: 
 
 The petition of the Company respectfully shows to this court, 
 
 as follows : 
 
 I That it is a corporation created by and existing under the laws of 
 the state of New York, and having its principal place of business in the 
 of , county of and state of New York. 
 
 II. That it has been existing and doing business since the year one 
 thousand eight hundred and , and that the objects for which it 
 was formed and the nature of its business are : (here describe character 
 of business). 
 
 III. That your petitioner desires to change its name from the 
 Company to the Company, for the following reasons : (here set 
 out reasons bringing case within §§ 2411-2414 of the Code of Civ. Pro.) 
 
 IV. That the application to so change the name of the said Company 
 is made in pursuance of a resolution of its board of directors, duly 
 adopted at a meeting thereof held on the day of ,189 . 
 
 V. That your petitioner has attached hereto the certificate of the sec- 
 retary of state that the name proposed to be assumed by it is not the 
 name of any othe^domestic corporation, or so nearly resembling it as to 
 be calculated to deceive, and that the said certificate is made a part of 
 this petition. 
 
 Whereof your petitioner prays for an order permitting it to change its 
 name from the Company to the Company. 
 
 Dated ,189 . 
 
 (Name of corporation, by its President.) 
 
 [CORPORATE SEAL,] 
 
FORMS. 307 
 
 State of New York, ) . 
 County of ^ s. . 
 
 {Insert name of president), being duly sworn, says, that he is the presi- 
 dent and chief officer of the Company, and that the foregoing 
 petition is true. 
 
 {Signature of President^ 
 Sworn to before me this ) 
 day of ,189 .\ 
 
 {Signature of Notary.) 
 
 Notice of Application for Order. 
 
 Supreme Court, (City and) County of 
 
 In the Matter of the Application ^ 
 of the Company for leave >■ 
 
 to change its name. ) 
 
 Notice is hereby given that the Company, a corporation organ- 
 
 ized under the laws of the state of New York, and having its principal 
 business office in the of and county of . will apply 
 
 at a special term of the supreme court of the state of New York, 
 county of , to be held at the , in the county court house, 
 
 in the of , on the day of , 189 , at 
 
 o'clock in the forenoon of that day, or as soon thereafter as counsel can 
 be heard, for an order changing its name from the Company to 
 
 Company. 
 
 That said application will be made upon the petition of the said Com- 
 pany, dated and verified the of , and filed in the office of 
 the clerk of the , county of , on the day of 
 
 Dated New York, ,189 . 
 
 {Name of corporation, by President?) 
 
 Order Changing Name. 
 
 At a Special Term of the New York Supreme Court, held at 
 the County Court House in the of , on the 
 
 day of 
 
 , 189 . 
 
 Present : Hon. 
 
 
 
 Justice. 
 
 J THE Matter of 
 
 THE APPLICA- 
 
 TiON of the 
 
 COMPANY TO 
 
 CHANGE ITS NAME. 
 
 
 Upon reading and filing the petition of the Company of the 
 
 of , county of , state of New York, for leave to 
 
 •change its name and to assume the name of the Company, and 
 
 upon filing the certificate of the secretary of state thereto attached, 
 
 showing that the name to be assumed by the said Company is not the 
 
308 FORMS. 
 
 name of any other domestic corporation of the state, or so nearly resem- 
 bling it as to be calculated to deceive, and upon filing the affidavits of 
 and , showing that notice of this application has been 
 
 published in two daily newspapers in the city of New York or (in the 
 paper at Albany in which notices by state officers ofe authorized by law to 
 be published, and in a newspaper of every county in which said corporation 
 has a business office) for six weeks prior thereto, and the court being satis- 
 fied that this application has been made in pursuance of a resolution of 
 the board of directors of the said Company, and that the petition is true, 
 and that there is no reasonable objection to the granting thereof. 
 Now, on motion of , attorney for the petitioner, it is : 
 
 Ordered, that the said petition be granted, and that the Com- 
 
 pany be authorized to assume the name of the Company, on and 
 
 after the day of , 189 , upon filing a copy of this order and 
 
 the papers upon which it is granted with the clerk of the county of 
 , the county in which the certificate of incorporation of the said 
 Company is filed, within ten days from the date hereof, and upon filing 
 a certified copy of this order within ten days from the entry thereof in 
 the office of the secretary of state, and upon publishing this order in the 
 , a daily newspaper printed in the county of , once a 
 
 week for four successive weeks. 
 
 See ante, p. 92. 
 
 XIX. 
 Amended Certificate of Incorporation. 
 
 State of New York,) 
 County of s ^^' ' 
 
 We, the undersigned corporators {or directors) of the Company, 
 
 for the purpose of correcting the following described informality (or de- 
 fect) in the certificate of incorporation of the said Company [here state the 
 nature of the informality or defect), or for the purpose of striking out the 
 following unauthorized matter inserted therein {here state matter to be 
 stricken out), pursuant to the provisions of the General Corporation Law, 
 do hereby make this amended certificate of incorporation, and do further 
 certify : {to complet§ this form, if the corporation is a business corporation, 
 repeat statements contained in Form I., a«/i?,/. 285, and if it is a transporta- 
 tion corporation, repeat the statements contained in the form for the organ- 
 ization of a corporation of the particular kind desiring to amend its certifi- 
 cate. See Forms, post, XXIX. to XXXVII.). 
 
 See ante, p. 97. 
 
FORMS. 
 
 309 
 
 XX. 
 
 By-Laws. 
 
 BY-LAWS OF THE COMPANY. 
 
 Article I. — Directors. 
 
 § I. The number ot directors of this Company shall be , all of 
 
 -whom shall be elected by ballot by the stockholders who shall attend in 
 
 person or by proxy, at the annual meeting of the Company, and each 
 
 director shall be elected to serve for the term of one year. 
 
 (One-fourth only of the directors need be elected annually. The terms 
 of office therefore may be regulated so that only a portion of the direct- 
 ors will be elected each year.) 
 
 § 2. Vacancies in the board of directors occurring during the year, 
 shall be filled by a majority vote of the remaining members of the board 
 at any regular meeting of the board or at any special meeting called for 
 the purpose of filling such vacancy. 
 
 § 3. The board of directors shall meet on the first Monday of every 
 month, and whenever called together by the president. On the written 
 request of any director the secretary shall call a special meeting of the 
 board. A majority of the board shall constitute a quorum for the trans- 
 action of business. 
 
 Article II.— Officers. 
 
 § I. The board of directors, immediately after each annual meeting, 
 shall elect by ballot the officers of the Company for the ensuing year, 
 and a majority vote of the whole number of directors shall be necessary 
 for the election of each of said officers. 
 
 § 2. The officers of the Company shall be a president, vice-president, 
 secretary and treasurer. 
 
 § 3. The president shall preside at all meetings of the board of direct- 
 ors, and shall act as temporary chairman at, and call to order all meet- 
 ings of the stockholders ; and he shall, under the control of the directors 
 of the Company, have the general management of its affairs and shall per- 
 form all the duties incidental to his office. 
 
 § 4. The vice-president shall, in the absence or incapacity of the presi- 
 dent, perform the duties of that officer. 
 
 § 5. The treasurer shall have the custody of, and be responsible for, all 
 moneys, papers, books and accounts of the corporation, save only such 
 papers, books and records as are hereinafter directed to be kept by the sec- 
 retary ; subject always to the control of the board of directors. He shall 
 deposit all funds of the Company in such bank or banks as the directors 
 may designate ; he shall keep his bank account in the name of the Com- 
 pany, and shall exhibit his books and accounts to any director upon ap- 
 plication at the office of the Company at any time during ordinary busi- 
 
3IO 
 
 FORMS. 
 
 ness hours ; he shall record all transfers of stock, and cancel and preserve 
 all certificates of stock transferred, and at each annual meeting of stock- 
 holders shall present a full statement of the affairs of the Company. He 
 shall also keep a book containing the names, alphabetically arranged, of 
 all persons who are stockholders of this Company, showing their places 
 of residence, the number of shares of stock held by them respectively, 
 and the time when they became the owners of such shares, and the 
 amount of money paid thereon, and shall generally perform all the 
 duties appertaining to his office. 
 
 (Provisions requiring a bond from the treasurer should be here inserted 
 if desired.) 
 
 § 6. The secretary shall keep a record, in proper books provided for 
 that purpose, of all the meetings and proceedings of the board of direct- 
 ors ; and also the minutes of the stockholders' meetings; he shall record 
 all the votes of the corporation, and shall keep such other records, and 
 shall attend to such correspndence ol the Company as the board of direct- 
 ors shall direct ; he shall notify the directors and stockholders of their 
 respective meetings ; he shall attend to the giving and serving of all 
 notices of the Company, and shall in general do and perform all the 
 duties appertaining to his office. 
 
 § 7. Vacancies among the officers of the Company during the year may 
 be filled by a majority vote of the directors at any regular meeting of 
 the board, or at any special meeting called for the purpose of filling such 
 ■vacancy. 
 
 Article III.— Meetings. 
 
 § I. The annual meeting of the Company shall be held at the office of 
 the Company on the first Thursday of January of each year, at twelve 
 o'clock, noon, and the secretary shall send through the post-office, at 
 least ten days before such meeting, a notice thereof, addressed to each 
 stockholder at his last known post-office address. 
 
 § 2. Special meetings of stockholders, other than those regulated by 
 statute, may be called by the board of directors upon ten days' notice to 
 each stockholder of record, such notice to contain a statement of the 
 business to be transacted at such meeting, and to be served personally or 
 sent through the p^t-office, addressed to each stockholder at his last 
 known post-office address. The directors shall also call upon like notice 
 a special meeting of stockholders whenever stockholders representing 
 one-third of the capital stock of the Company require it. No business 
 other than that specified in the call for the meeting shall be transacted 
 at a special meeting of stockholders. 
 
 § 3. At all meetings of stockholders, except where it is otherwise pro- 
 vided by law, it shall be necessary that stockholders representing in per- 
 son or by proxy, a majority of the capital stock shall be present to con- 
 stitute a quorum. 
 
FORMS. 3 1 1 
 
 Article IV. — Inspectors of Election. 
 
 § I. Two inspectors of election shall be chosen at each annual meet- 
 ing of the Company to serve for one year, and if any inspector shall re- 
 fuse to serve or shall not be present at the time of election, the meeting 
 may appoint an inspector in his place. 
 
 Article V. — Seal. 
 
 § I. The seal of the corporation shall be circular in form, with the 
 words (here insert corporate name) on the circumference, and the figures 
 (here insert year of incorporation) in the center. It shall be kept in the 
 charge and custody of the treasurer, and must be affixed to all instru- 
 ments requiring a seal, together with the signatures of the treasurer and 
 president, or, in their absence or incapacity to act, of the vice-president 
 and secretary. 
 
 Article VI.— Dividends. 
 
 Dividends, payable from the net profits in hand, shall be declared and 
 paid, at such times and to such amounts as the board of directors may 
 from time to time designate. 
 
 Article VII.— Amendments. 
 
 § I. These by-laws may be altered or amended at any annual or special 
 meeting of stockholders called in conformity with Article III. upon 
 a majority vote of the stockholders present at such meeting. 
 
 Additional provisions should be inserted when desired, and alterations 
 to correspond with particular needs should be made in the foregoing 
 
 form. 
 
 See ante, pages loi, 103. 
 
 XXI. 
 
 Acknowledgment by Corporation. 
 
 State of New York, \ ^^ . 
 County of f ' ' 
 
 On this day of . in the year one thousand eight hun- 
 
 dred and ninety- , before me personally came , the president 
 
 of the Company, to me personally known, who being by me duly 
 
 sworn, said that he resides in the city of , state of ; that he is 
 
 president of the Company , that he knows the corporate seal of 
 
 said Company ; that the seal affixed to the above instrument is such cor- 
 porate seal, and was affixed thereto by the authority of the board 
 of directors of said Company, and that he executed the above instru- 
 ment as president of the said Company, by the like authority. 
 
 (Signature of Notary. 
 See ante, p. 104. 
 
312 FORMS. 
 
 XXII. 
 
 Certificate to be Filed by Foreign Corporation. 
 
 State of New York, / 
 County of P^' • 
 
 The Company, a corporation organized under the laws of the 
 
 state {or territory) of , does hereby certify, pursuant to the pro- 
 
 visions of the General Corporation Law, as follows : 
 
 1. That the business which the said corporation is engaged in carrying 
 on {or proposes to carry on) in this state, is as follows : {here describe the 
 business or objects of the corporation). 
 
 2. That the principal place of business of the said corporation in this 
 state is to be in the of , county of 
 
 3. That {insert name and occupation) residing at , is hereby 
 designated as the person upon whom all process against the said corpo- 
 ration may be served within this state, and that the said has an 
 office or place of business at No. street, in the city of , 
 the place where this corporation is to have its principal place of busi- 
 ness in this state. 
 
 4. That annexed hereto is a sworn copy of the charter of the said 
 Company and the consent of the person above designated. 
 
 In witness whereof, the said Company has caused this cer- 
 
 tificate to be executed by its president {or vice-president), and its cor- 
 porate seal to be hereto affixed on this day of .189 . 
 
 [CORPORATE SEAL. | Signature of President {or Vice-President.) 
 
 State of New York, ) , 
 County of ( ®''' ' 
 
 On this day of , in the year one thousand eight hun- 
 
 dred and ninety- , before me personally came , the presi- 
 
 dent of the Company, to me personally known, who being by me 
 
 duly sworn, said that he resides in the city of , state of ; 
 
 that he is president of the Company; that he knows the cor- 
 
 porate seal of said Company ; that the seal affixed to the above instru- 
 ment is such corporate seal, and was affixed thereto by the authority of 
 the board of directors of said Company, and that he executed the above 
 instrument as president of the said Company, by the like authority. 
 
 {Signature of Notary.) 
 
 Consent of Person designated To be attached to foregoing 
 
 Certificate. 
 State of New York, \ . 
 County of C " 
 
 I, , residing at , and having an office at No. 
 
 street, in the city of , do hereby consent to the designation set 
 
 forth in the foregoing certificate, bearing even date herewith. 
 
 Dated ,189 . {Signature.) 
 
^'jss. 
 
 FORMS. 313 
 
 State of New York, 
 County of 
 
 On the day of , 189 , before me personally came (in- 
 
 sert names of incorporators), to me personally known to be the individuals 
 described in and who executed the foregoing certificate, and severally 
 acknowledged to me that they executed the same. 
 
 {Signature of Notary^ 
 
 Verification of Copy of Charter. 
 
 State of New York, ( , 
 County of \ ^^' ' 
 
 , being duly sworn, says that he is the secretary {or other offi- 
 cer) of the Company, and that the copy of the charter or certifi- 
 cate of incorporation of the said Company hereto annexed is a true copy 
 thereof. 
 
 Sworn to before me this ) / <:,-„„„f.,^^ „f „4t;^^^ \ 
 
 day of December, 189 .[ (Signature of officer:) 
 
 (Signature of Notary.) 
 
 See ante, p. 105. 
 
 XXIII. 
 
 Proxy to Vote at Annual Meeting. 
 
 I, , of , do hereby appoint , of , to vote 
 
 as my proxy at the annual meeting of stockholders of Company, 
 
 to be held on the day of , 189 , and at any adjourned 
 
 meeting thereof. 
 
 In witness whereof, I have hereunto set my hand and seal, this 
 
 day of ,189 
 
 In presence of 
 
 [SEAL.] 
 
 See ante, p. 118. 
 
 XXIV. 
 Notice for Special Election of Directors. 
 
 A special meeting of the stockholders of the Company for the 
 
 election of a board of directors and for the transaction of such other 
 business as may properly come before the meeting, will be held at the 
 office of the Company, No. street, in the of (or if 
 
 access to the office of the Company is denied, at some other office in the same 
 locality), on the day of , 189 , at o'clock, .m. 
 
 Dated, ,189 . (Signatures of one ormore stockholders.) 
 
 See ante, p. 121. 
 
314 FORMS. 
 
 XXV. 
 
 Petition for Voluntary Dissolution. 
 
 To the Supreme Court of the State of New York : . 
 
 The petition of and . directors of the Company, 
 
 respectfully shows to the court : 
 
 1. That the Company is a domestic corporation incorporated 
 under the provisions of chapter of the laws of , and that 
 its principal business office is located at No. street in the 
 
 of , county of 
 
 2. That your petitioners are a majority of all the directors of the said 
 corporation, and that the names and residences of all the directors 
 thereof are as follows : 
 
 Names. 
 
 Residences. 
 
 3. That the nature of the business carried on by the said corporation is 
 as ioWo'fis: (here describe nature of business). And that the reasons why 
 your petitioners desire a dissolution are as follows : {here state some one of 
 the reasons for dissolution specified by\i.^\i)of the Code of Civ. Pro.) 
 
 See ante, p. 127. 
 
 4. That your petitioners have annexed hereto, and do make a part 
 hereof, a schedule setting forth the matters required to be stated by 
 §2421 of the Code of Civil Procedure, so far as your petitioners know or 
 have the means of knowing the same. 
 
 Wherefore your petitioners pray for a final order, dissolving said cor- 
 poration and appointing a receiver of its property and for such 
 other relief as may be just. 
 
 Dated ,189 . (Signatures of Directors.) 
 
 Schedule to be annexed to Petition. 
 
 Subdivision i. 
 
 A full and true acifbunt of all the creditors of the corporation and of 
 all unsatisfied engagements entered into by and subsisting tgainst the 
 corporation. 
 
 Subdivision 2. 
 
 A statement of the name and place of residence of each creditor, and 
 of each person with whom such an engagement was made and to whom 
 it is to be performed, if known ; or if either is not known, a statement of 
 that fact. 
 
FORMS. 315 
 
 Subdivision 3. 
 A statement of the sum owing to each creditor, or other person speci- 
 fied in the last subdivision, and the nature of each debt, demand or other 
 engagement. 
 
 Subdivision 4. 
 
 A statement of the true cause and consideration of the indebtedness of 
 each creditor. 
 
 Subdivision 5. 
 
 A full, just, and true inventory of all property of the corporation, and 
 of the books, vouchers, and securities relating thereto. 
 
 Subdivision 6. 
 A statement of each incumbrance upon the property of the corpora- 
 tion, by judgment, mortgage, pledge, or otherwise. 
 
 Subdivision 7. 
 A full, just, and true account of the capital stock of the corporation, 
 specifying the name of each stockholder, his residence if it is known, or, 
 if it is not known, stating that fact, the number of shares belonging to 
 each, the amount paid m by each upon his shares and the amount still 
 due from each. 
 
 (If any stock is owned by the corporation itself, this fact should be stated^ 
 
 (Signatures of Petitioners^ 
 State of New York,; ^^ . 
 County of ( " 
 
 (Insert names of petitioners'), being duly sworn, each for himself says 
 that the matters of fact stated in the foregoing petition and schedule are 
 just and true, so far as he knows, or has the means of knowing the same. 
 
 (Signatures of Petitioners.) 
 
 Sworn to before me this ) 
 day of ,189 .\ 
 
 (Signature of Notary^ 
 
 Notice of Application for Order. 
 
 At a Special Term of the Supreme Court, held at 
 the in the of , on the day 
 
 of , 189 . 
 
 Present : The Hon. , Justice. 
 
 In the Matter of the Disso- 
 lution of the Corporation, \ 
 The Company. 
 
 The petition of and , trustees of the corporation , 
 
 Company, and the schedule thereto annexed having this day been pre- 
 sented to the court, and it appearing thereby that the case is one of those 
 specified in section 2419 of the Code of Civil Procedure, and a copy of 
 
o 
 
 16 FORMS. 
 
 said petition and schedule and due notice of this apphcation having been 
 duly served on the attorney-general, now, on motion of , attor- 
 
 neys for petitioners, 
 
 It is ordered, that all persons interested in said corporation show cause 
 before this court, at a Special Term thereof, to be held at chambers, at 
 the , in the , on the day of , 189 , at the 
 
 opening of court on that day, or as soon thereafter as counsel can be 
 heard ipr before , Esq., hereby appointed referee for that purpose, at 
 
 his office, No. street in the city of , at o'clock . 
 
 M., why said corporation should not be dissolved.) 
 
 And it is further ordered, that a copy of this order be published at 
 least once in each of the three weeks immediately preceding the time so 
 fixed for showing cause, in the newspaper printed at Albany in which 
 legal notices are required to be published, and also in the , pub- 
 
 lished in the city of {or county of ). 
 
 Notice of Appointment of Receiver. 
 
 Supreme Court, County. 
 
 In the Matter of the Ap- 
 plication OF the Directors 
 of the Company for a 
 
 Voluntary Dissolution of 
 said Company. 
 
 Notice is hereby given that by an order of this court, duly made and 
 
 entered in the office of the clerk of the , county of , on the 
 
 day of ,189 ,1 was appointed receiver of all the property, 
 
 assets and effects of the above-named Company, and that I have duly 
 
 qualified as such. I do hereby require : 
 
 I. All persons indebted to said corporation to render an account, on 
 or before the day of , 189 . to me, as such receiver, at'my 
 office, No. , of all debts and sums of money owing by them re- 
 spectively, and to pay the same. 
 
 II. All persons having in their custody or possession any property or 
 effects of the said Company to deliver the same to me, at the 
 same place, on or before the day named. 
 
 III. All creditors gf the said Company to deliver their respect- 
 ive accounts and demands to me, at the same place and on or before the 
 same day. 
 
 - V. And all persons holding any open or subsisting contracts of the 
 said Company to present the same to me, in writing and in de- 
 
 tail, at the place and within the time already hereinbefore specified. 
 
 Dated ,189 . 
 
 Receiver of the Company. 
 
 See ante, p. 127. 
 
FORMS. 3 I 7 
 
 XXVI. 
 
 Certificate Extending Corporate Existence. 
 
 Stat'e of New York, ) . 
 County of ( " 
 
 We, the undersigned stockholders of the Company, desiring to 
 
 extend the existence of the said corporation pursuant to the provisions 
 of the General Corporation Law, do hereby certify: 
 
 First. — That the Company was organized on the day of 
 
 , in the year , under chapter of the laws of 
 
 of the state of New York, and that its period of existence was fixed at the 
 period of years. 
 
 Second. — That we own two-thirds in amount of the capital stock of the 
 said corporation, and are desirous of extending the period of existence of 
 the said corporation for years from the date hereof, and that we 
 
 do hereby consent to the extension of the existence of the said corpora- 
 tion as is herein set forth. 
 
 In witness whereok, we have signed this certificate, in duplicate, on 
 this day of , 189 . 
 
 Number of Shares. 
 
 Names. 
 
 State of New York, ( ^^ . 
 County of ( " 
 
 On this day of ,189 , before me personally appeared (z«- 
 
 sert names of stockholders signing consent), to me personally known to be 
 the individuals described in and who executed the foregoing certificate 
 and severally acknowledged that they executed the same. 
 
 See ante, p. 143. 
 
 XXVII. 
 
 Report of Corporation to State Comptroller. 
 
 Report of the for the year ending the first day of November, 
 
 A.D. 189 , made pursuant to provisions of chap. 542, laws of 1880, 
 
 and the subsequent acts amendatory thereof. 
 
 , 189 . 
 To the Comptroller of the State of New York: 
 
 Agreeably to law, as treasurer of the above Company, I make the fol- 
 lowing report, viz. : 
 
 1. This Company began business in the state of New York in the 
 
 month of 
 
 2. The last report made by this Company to the comptroller of the 
 state of New York under the provisions of the above act was made for 
 the year ending November ist. 
 
3 1 8 FORMS. 
 
 3. Value of real estate and of interest or interests in real property in 
 New York state, and where situated, 
 
 4. Organized under the laws of the 
 
 5. Date of organization of the Company, 18 . 
 
 6. Total authorized capital of Company, $ , . 
 
 7. Whole number of shares of stock authorized, 
 
 8. Number of shares of stock issued, 
 
 9. Par value of each share, 
 
 10. Amount paid into the treasury of the Company on each share. 
 
 11. Amount of capital paid in, 
 
 12. Amount of capital upon which dividends were declared, 
 
 13. Date of each dividend declared, 
 
 14. Amount of each dividend declared, 
 
 15. Rate per cent, per annum of dividends, 
 
 16. The business transacted by this Company in the state of New York 
 for the year ending November ist, 189 . was as follows, viz. : 
 
 17. And such business was carried on at the following named place or 
 places : 
 
 18. Capital stock employed in New York state, 
 
 19. If not in New York state where and how employed ? 
 
 State of New York, I . 
 County of ( ' ' 
 
 On this day of ,a.d. 189 , personally appeared before me, 
 
 a notary public in and for the county of , , treasurer of 
 
 the above-named Company, who, being duly sworn according to law, did 
 depose and say, that the foregoing report is just, true and correct 
 according as the accounts stand in the books of the Company, and that 
 it includes all dividends, whether cash, stock, scrip, or of any other char- 
 acter or description, declared by said Company during the year ending 
 on the first day of November, a.d. 189 . 
 
 , Treasurer. 
 Sworn to and subscribed before me, \ 
 
 the day and year aforesaid, ( 
 
 , Notary Public. 
 See ante, p. 165. Blanks are sent from the comptroller's office. 
 
 ^ XXVIII. 
 
 Report of Domestic Corporation to New York City Tax 
 Commissioners. 
 
 Department of Taxes and Assessments, 
 
 Commissioners' Office, 
 " Staats Zeitung " Building, Tryon Row. 
 Statement made and delivered to the commissioners of taxes and 
 assessments of the city and county of New York for and in behalf of 
 
FORMS. 
 
 319 
 
 the , showing its condition for the purpose of assessment 
 
 on the second Monday of January, 
 
 Total gross assets, 
 
 Capital stock actually paid in, or secured to be paid in, 
 
 Amount of surplus earnings. 
 
 Rate of dividend for last year, or last annual dividend, 
 
 Indebtedness in detail as follows ; 
 
 Has any portion of above indebtedness been contracted or incurred in 
 the purchase of non-taxable property or securities, or for the purpose of 
 evading taxation ? 
 
 Assessed value of real estate, describing particularly by ward and ward 
 map numbers. 
 
 Amounts invested in the stocks of other corporations which are taxed 
 upon their capital, $ 
 
 Amount invested in U. S. securities, $ 
 
 (If the stock of the Company is worth less than par, state the actual 
 value, and give the facts under oath which will justify such estimate of 
 its value.) 
 
 The principal office or the place of transactmg the financial business of 
 the said corporation is situated in the ward of the city of New 
 
 York, at No. st. 
 
 City of New York, ss. : 
 
 I, , the treasurer of the said corporation, being duly sworn, do 
 
 hereby certify and declare that the foregoing statement is in all respects 
 just and true. 
 
 Sworn to before me this ( 
 day of , 189 . ( 
 
 Note. — The commissioners are empowered to examine, under oath, the per- 
 son representing the corporation, if they deem it necessary to obtain any fuller 
 or further particulars as to Jts property or condition. , 
 
 See ante, p. 185. 
 
 XXIX. 
 Certificate of Incorporation of a Ferry Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, \ 
 County of ( ®®- ' 
 
 We, the undersigned, desiring to form a corporation for conducting 
 and managing a ferry pursuant to the provisions of the Transportation 
 Corporations Law, all being of full age and two-thirds being citizens of 
 the United States and a majority residents of the state of New York, 
 do hereby certify ; 
 
 I. The name of the proposed corporation is 
 
320 FORMS. 
 
 2. The places from and to which the ferry is to be established shall 
 run are : 
 
 3. The term for which the corporation is to exist is {not to exceed fifty) 
 years. 
 
 4. The amount of its capital stock is dollars, which shall be 
 divided into shares of the par value of dollars. 
 
 5. The number of its directors shall be 
 
 6. The names of the directors for the first year are ; 
 
 Names. 
 
 In witness whereof, we have executed this certificate this 
 day of , 189 . 
 
 {Signatures of corporators, who must 
 be at least three in number^ 
 
 {Acknowledgment as in Form /., ante. p. 286.) 
 
 See ante, p. 195. 
 
 XXX. 
 Certificate of Incorporation of a Navigation Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ) 
 County of f ®*- • 
 
 We, the undersigned, desiring to form a navigation corporation pursu- 
 ant to the provisions of the Transportation Corporations Law, all being 
 of full age and two thirds being citizens of the United States and a ma- 
 jority residents of the state of New York, do hereby certify : 
 
 1. The name of the proposed corporation is: 
 
 2. The specific objects for which it Is to be formed are : {see % 10, Trans- 
 portation Corporations Law.) 
 
 3. The waters to be navigated are : (// ocean steamers are to be used, the 
 ports between which such vessels are intended to be navigated must also be 
 stated.) 
 
 4. The amount of its capital stock is {not less than twenty thousand 
 dollars nor more than four million dollars). 
 
 5. The term of its existence shall be {not to exceed fifty) years. 
 
 6. The number of shares of which the capital stock shall consist is ; 
 
 7 The number of directors shall be {not less than five nor more than 
 thirteen). 
 
FORMS. 321 
 
 8. The names of the directors for the first year are : 
 
 9. The name of the city (or town) and county in which its principal 
 office is to be situated are : 
 
 10. The number of shares of stock which each subscriber of this certifi- 
 cate agrees to take, which in the aggregate equal ten per cent of its capi- 
 tal, and ten per cent of which has been paid in cash, is as follows : 
 
 Names. 
 
 Number of Shares Subscribed. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 (Signatures of corporators, who must be 
 at least seven in number.) 
 (Acknowledgment as in Form I.) 
 
 State of New York, j 
 County of \ *®' ' 
 
 (Insert names of three directors), being severally duly sworn, each de- 
 poses and says, that he is one of the directors named in the foregoing 
 certificate, and that shares (not less than one-tenth of the whole) of 
 
 the capital of said corporation has been subscribed and that ten per cent. 
 of such subscriptions have been paid in cash to the directors above 
 named. 
 
 (Signatures of Directors.) 
 Severally sworn to before me \ 
 
 this day of , 189 . ^ 
 
 (Signature of Notary:) 
 
 See ante, p. 197. 
 
 XXXI. 
 
 Certificate of Incorporation of a Stage-Coach Corpora- 
 tion. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ) ^^ . 
 County of { ' " 
 
 We, the undersigned, desiring to form a stage-coach corporation for 
 the purpose of establishing (or maintaining) and operating a stage or om- 
 nibus route for public use in the conveyance of persons and property else- 
 where than in the city of New York, pursuant to the provisions of the 
 Transportation Corporations Law, all being of full age and two-thirds be- 
 21 
 
322 FORMS. 
 
 ing citizens of the United States and a majority residents of the state of 
 New York, do hereby certify : 
 
 1. The name of the proposed corporation is : 
 
 2. The number of years it is to continue is : 
 
 3. The route or routes upon which it is to run is, or are : 
 
 4. The number of its directors is (not less than three nor more than 
 five). 
 
 5. The names of the directors for the first year are : 
 
 6. The amount of its capital stock is dollars, divided into 
 
 shares of the par value of dollars per share. 
 
 7. The place of residence of each subscriber hereto and the number of 
 shares of stock he agrees to take in the corporation are as follows : 
 
 Place of Residence. No. of Shares Subscribed. 
 
 Names. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 {Signatures of corporators, who must be at 
 least five in number^ 
 (Acknowledgment as in Form I.) 
 
 See ante, p. 198, 
 XXXII. 
 
 Certificate of Incorporation of a Tramway Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ) . 
 County of j ®^' ' 
 
 We, the undersigned, desiring to form a tramway corporation for the 
 purpose of constructing, maintaining and operating an elevated tramway 
 constructed of poles, piers, wires, rods, ropes, bars or chains, for the 
 transportation of freight in suspended buckets, cars or other receptacles 
 for hire, pursuant*to the provisions of the Transportation Corporations 
 Law, all being of full age and two-thirds being citizens of the United 
 States and a majority residents of the state of New York, do hereby 
 certify : 
 
 1. The name of the proposed corporation is : 
 
 2. The number of years it is to continue is : 
 
 3. Ttie place from and to which such tramway is to be constructed, 
 maintained and operated are : 
 
 4. The length of such tramway as near as may be is •. 
 
FORMS. 323 
 
 5. The name of each county through or in which it is made or intended 
 to be made is as follows : 
 
 6. The amount of its capital stock is : 
 
 7. The number of shares into which its capital stock is to be divided is 
 
 , of the par value of dollars per share. 
 
 8. The number of its directors is {not less than three). 
 
 9. The names and places of residence of the directors for the first year 
 are as follows : 
 
 Names. 
 
 Place of Residence. 
 
 10. The place of residence of each subscriber hereto and the number 
 of shares he agress to take in such corporation are as follows : 
 
 Names. 
 
 Place of Residence 
 
 No. OF Shares Subscribed. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 {Signatures of corporators, ivho must be at 
 least thirteen in number^ 
 {Acknowledgment as in Form /.) 
 
 See ante, p. 199. 
 
 XXXIII. 
 Certificate of Incorporation of a Pipe Line Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, i . 
 County of \ ' ' 
 
 We, the undersigned, desiring to form a pipe line corporation for the 
 purpose of constructing and operating {or for maintaining and operating 
 any line, of pipe already constructed) for public use outside the city of 
 New York, lines of pipe for conveying and transporting therein {petro- 
 leum, gas, liquids or any products or property), pursuant to the provisions 
 of the Transportation Corporations Law, all being of full age and two- 
 thirds being citizens of the United States and a majority residents of 
 the state of New York, do hereby certify : 
 
 1. The name of the proposed corporation is : 
 
 2. The number of years it is to continue is : 
 
 3. The places from and to which it is to be constructed {or maintained) 
 and operated are : 
 
324 FORMS. 
 
 4. The length of said pipe line is as near as may be : 
 
 5. The name of each county through or into which it is to be con- 
 structed is : 
 
 6. The amount of its capital stock is (not to be less than fifteen hundred 
 dollars for every mile of pipe constructed or proposed to be constructed). 
 
 7. The number of shares of which its capital consists is shares, 
 of the par value of dollars per share. 
 
 8. The number of its directors shall be (not less than seven). 
 
 9. The names and places of residence of the directors for the first year 
 
 are : 
 
 Names. Place of Residence. 
 
 10. The place of residence of each subscriber and the number of shares 
 he agrees to take in such corporation, which in the aggregate equal ten 
 hundred and fifty dollars for every mile of pipe constructed or proposed 
 to be constructed, and twenty-five per cent of which has been paid in 
 cash, are as follows : 
 
 Names. I Place of Residence. | No. of Shares Subscribed. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 189 . 
 
 {Names of corporators, who must 
 be at least twelve in number^ 
 (Acknowledgment as in Form J.) 
 
 See ante, p. 201. 
 State of New York, ) . 
 County of \ ' ' 
 
 We (insert names of three of the above named directors), being sever- 
 ally duly sworn, each deposes ana says, that he is one of the directors 
 named in the above certificate; that at least ten hundred and fifty dollars 
 of stock for every mile of line proposed to be constructed (or maintained) 
 and operated has been in good faith subscribed, and twenty-five per 
 cent paid in money thereon, and that it is intended in good faith to con- 
 struct (or to maintain) and operate the line of pipe mentioned in such 
 certificate, and that such corporation was not projected or formed with 
 the intent or for the purpose of injuring any person or corporation, nor 
 for the purpose of selling or conveying its franchise to any person or 
 corporation, or for any fraudulent purpose. 
 
 (Names of directors making affidavit^ 
 Severally sworn to before me \ 
 this day of , 189 . ^ 
 
 (Signature of Notary.) 
 
 See ante, p. 201. 
 
FORMS. 325 
 
 XXXIV. 
 
 Certificate of Incorporation of a Gas or an Electric 
 Light Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ( 
 County of p^- • 
 
 We, the undersigned, desiring to form a gas {or an electric light) cor- 
 poration, pursuant to the provisions of the Transportation Corporations 
 Law, all being of full age and two-thirds being citizens of the United 
 States, and a majority residents of the state of New York, do hereby 
 certify : 
 
 1. The name of the proposed corporation is : 
 
 2. Its objects are {the manufacturing and supplying gas for lighting the 
 streets and public and private buildings of any city, village or town, or two 
 or tnore villages or towns not over five miles distant from each other in this 
 state), or in the case of an electric light corporation the manufacturing 
 and using electricity for producing light, heat or power, and in lighting 
 streets, avenues, public parks and places, and public and private build- 
 ings of cities, villages and towns within this state. 
 
 3. The amount of its capital stock is : 
 
 4. The term of its existence is {not to exceed fifty years). 
 
 5. The number of shares of which the stock shall consist is , 
 of the par value of dollars per share. 
 
 6. The number of directors is {not less than three nor more than thirteen^ 
 
 7. The names and places of residence of the directors for the first year 
 are : 
 
 Names. 
 
 Place of Residence. 
 
 8. The names of the town and county in which the operations of the 
 corporation are to be carried on and its principal business office is to be 
 located are, town of , county of 
 
 In witness whereof, we have made and signed this certificate 
 this day of , 189 . 
 
 {Signatures of corporators, who must 
 be at least three in number^ 
 {Acknowledgment as in Form I.) 
 
 See ante, p. 210. 
 
326 FORMS. 
 
 XXXV. 
 
 Certificate of Incorporation of a Water Works Cor- 
 poration. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ( 
 County of J ®®- • 
 
 We, the undersigned, desiring to form a water-works corporation pur- 
 suant to the provisions of the Transportation Corporations Law, for the 
 purpose of supplying water to the cities, towns or villages and the in- 
 habitants thereof in this state, as is hereinafter set forth, and all being of 
 full age and two-thirds being citizens of the United States and a majority 
 residents of the state of New York, do hereby certify : 
 
 1. The name of the proposed corporation is 
 
 2. The amount of its capital stock is 
 
 3. The number of shares into which its capital stock is to be divided 
 is shares, of the par value of dollars per share. 
 
 4. The location of its principal office is to be in the of , 
 county of 
 
 5. The number of its directors is {not less than seven). 
 
 6. The names and places of residence of the directors for the first year 
 
 are ; 
 
 Names. 
 
 Place of Residence. 
 
 7. The names of the cities, towns and villages which it is proposed to 
 supply with water are : 
 
 8. The permit of the authorities of such cities, towns and villages re- 
 quired by section 80 of the Transportation Corporations Law has been 
 duly granted, as more fully appears from such permit, which is annexed 
 to this certificate and is made a part thereof. 
 
 9. The post-office address of each subscriber and the number of shares 
 he agrees to take in such corporation, the aggregate of which at least 
 equal one-tenth of the capital stock, and ten per centum of which has 
 been paid in cash to the directors, are : 
 
 Names. 
 
 Post-Office Address. 
 
 No. of Shares Subscribed. 
 
 In witness whereof, we have executed this certificate this day 
 
 of , 189 . 
 
 {Signatures of corporators, who must 
 be at least seven in number^ 
 {Acknowledgment as in Form I.) 
 
 Affidavit as in form for the organization of a Navigation Corporation, 
 ante, Form XXX., p. 321. 
 
 See ante, p. 216. 
 
FORMS. 327 
 
 XXXVI. 
 
 Certificate of Incorporation of a Telegraph or Telephone 
 
 Corporation. 
 
 Certificate of the Incorporation of the Company. 
 
 State of New York, ) 
 County of j ®®- ■ 
 
 We, the undersigned, desiring to form a corporation for the purpose 
 of constructing, owning and using and maintaining a line (or lines) of 
 electric telegraph {or telephone), pursuant to the provisions of the Trans- 
 portation Corporations Law, all of whom being of full age and two-thirds 
 being citizens of the United States and a majority residents of the state 
 of New York, do hereby certify : 
 
 1. The name of the proposed corporation is 
 
 2. The general route and the points to be connected are as follows : 
 
 3. The amount of its capital stock is 
 
 4. The number of shares into which the capital stock is to be divided 
 is shares, of the par value of dollars per share. 
 
 5. The term of its existence is to be 
 
 6. I'he number of its directors is {not less than seven). 
 
 7. The names and residence of the directors for the first year are : 
 
 Names. 
 
 Place of Residence. 
 
 8. The post-office addresses of the subscribers and the number of 
 shares which each agrees to take in such corporation are as follows : 
 
 Post-Office Addresses. No. of Shares Subscribed. 
 
 Names. 
 
 In witness whereof, we have executed this certificate this day 
 
 of , 189 . , ^ 
 
 {Signatures of corporators, who must 
 
 not be less than seven in number.) 
 
 {Acknowle^ment as in Form I.) 
 
 See ante, p. 220. 
 
328 
 
 FORMS. 
 
 XXXVII. 
 
 Certificate of Incorporation of Turnpike, Plank-Road or 
 
 Bridge Corporation. 
 
 Certificate of Incorporation of the Company. 
 
 State of New York, ( 
 County of ( ®®- ■ 
 
 We, the undersigned, desiring to form a corporation for the purpose 
 of constructing or maintaining and owning a turnpike {or plank-road or 
 bridge or causeway across any stream or channel of water or adjoining 
 bay, swamp, marsh, or waters to form in connection with such bridge or 
 causeway a continuous roadway across the same), pursuant to the pro- 
 visions of the Transportation Corporations Law, all being of full age and 
 two-thirds being citizens of the United States and a majority residents 
 of the state of New York, do hereby certify : 
 
 1. The name of the proposed corporation is 
 
 2. Its duration is to be (not to exceed fifty years^ 
 
 3. The amount of its capital stock is 
 
 4. The number of shares of its capital stock is , of the par 
 value of dollars per share. 
 
 5. The number of its directors is 
 
 6. The names and post-office addresses of the directors for the first 
 year are : 
 
 Names. Post-Office Addresses. 
 
 7. The termini of the proposed road, its length, and each town, city or 
 village into or through which it is to pass (or the location and plan of said 
 bridge), are as follows : 
 
 8. The post-office address of each subscriber, and the number of shares 
 which he agrees to take, the aggregate of which subscriptions is not less 
 than five hundred dollars for every mile of road (or for a bridge not less 
 than one-fourth of the amount of the capital stock), and five per cent, of 
 which has been actually paid in cash. 
 
 Names. Post-Office Address. No. of Shares Subscribed. 
 
 In witness whereof, we have made and signed this certificate this 
 day of , 1 89 . 
 
 (Signatures of corporators, 
 who must be not less than 
 five in number.) 
 
 {/Icknowledgment as in Form I., p. 286.) 
 
FORMS. 
 
 329 
 
 State of New York, . 
 County of \ ®®' • 
 
 We {insert the names of three of the above named directors'), being sev- 
 erally duly sworn, each deposes and says, that he is one of the directors 
 named in the above certificate ; that at least five hundred dollars for 
 every mile of the said plank-road {or if a bridge corporation, that not less 
 than one-fourth of the whole amount of the capital stock) has been sub- 
 scribed, and that five per centum of said amount has been actually paid 
 in cash. 
 
 (Signatures of directors 
 
 making affidavit^ 
 Severally sworn to before me \ 
 this day of ,189 .\ 
 
 (Signature of Notary.) 
 
 See ante, p. 223. 
 
 XXXVIII. 
 
 Certificate to Form a Limited Partnership. 
 
 State of New^ York, \ 
 County of ( ^^" ' 
 
 (Insert partnership name.) We (insert individual names of partners), 
 the subscribers, having formed a limited copartnership pursuant to the 
 provisions of the statute of the state of New York, do hereby certify : 
 
 1. That the name of the firm under which said copartnership is to be 
 conducted is : 
 
 2. That the general nature of the business to be transacted by such co- 
 partnership is (here describe nature of business). 
 
 3. That the names of all the general and special partners interested 
 therein, and their respective places of residence, are as follows : 
 
 , residing in the of , state of , and 
 
 , residing in the of , state of , are the 
 
 general partners; and , residing in the of , state of 
 
 , is the special partner. 
 
 4. That the amount of capital which the said special partner, , 
 has contributed to the common stock in cash is dollars. 
 
 5. That the period at which the partnership is to commence is the 
 
 day of , 189 , and the period at which it is to terminate is 
 
 the day of , 189 . 
 
 6. That the principal place of business of the said partnership is to be 
 situated in the of , state of New York. 
 
 Dated , 189 . 
 
 (Signatures of Partners.) 
 
330 FORMS. 
 
 State of New York, ) . 
 County of J ^^" " 
 
 On this day of , 189 , before me personally came 
 
 , to me personally known to be the individuals described in, and 
 
 who executed the foregoing certificate and severally acknowledged that 
 
 they executed the same. 
 
 (Signature of Notary.) 
 
 See ante, p. 348. 
 
INDKX. 
 
 \References are to pages.l 
 
 ACKNOWLEDGMENT by corporation, form of, 311. 
 
 ACTIONS by and against corporations, 279. 
 misnomer when waived, 279. 
 not affected by consolidation, 16, 17. 
 not affected by reorganization, 71. 
 not affected by dissolution, 126. 
 by stockholders, 280, 281. 
 on notes of corporation, 279. 
 for sequestration of property, 282. 
 against directors, etc., 280. 
 
 ADMINISTRATOR holding stock, when personally liable, 79. 
 
 AGENTS, required to file statement disclosing principals, 255, 256. 
 fraudulent account of, 259. 
 fraudulent conduct of, 260. 
 
 ALTERATION or repeal of charter, 282. 
 of business, 11, 55, 56. 
 
 AMENDED CERTIFICATES, how filed and recorded, 90, 91. 
 when may be made, 97, 98. 
 form of, 308. 
 
 AMENDMENTS, allowing an increase of shares, L. 1893, c. 196, 84. 
 allowing sale of franchise and property, L. 1893, c. 638, 56. 
 amending §§ 45 and 46 of the Stock Corporation Law, L. 1893, c. 700, 
 
 68, 69. 
 altering § 81 of the Trans. Corp. Law, L. 1893, c. 549, 217. 
 altering § 130 of the Trans. Corp. Law, L. 1893, c. 538, 229. 
 authorizing a corporation to change its name, L. 1893, c. 366, 92. 
 allowing partnership to use name of defunct corporation, L. 1893, c. 
 
 263, 254, 255. 
 forbidding monopolies, L. 1893, c. 716, 276. 
 weekly payment law, L. 1893, c. 717, 276. 
 requiring agents to file name of principal, L. 1893, c. 708, 255. 
 amending subd. 4 of § 61 1 of Penal Code, L. 1893, c. 694, 260. 
 prohibiting interference with gas meters, L. 1893, c. 692, 261. 
 
 (330 
 
2,Z2 INDEX. L^l^rp'a^s. 
 
 ANNUAL MEETING, to elect directors, 32. 
 notice of, how given, 32, 33. 
 
 one-fourth of all directors must be elected annually, 32. 
 those receiving a plurality of votes are elected, 33. 
 effect of electing unqualified persons, 33. 
 when election will be set aside, 34. 
 voting at, 116, 117. 
 form of notice of, 297. 
 
 ANNUAL REPORT, provisions concerning, 47. 
 contents of, 47, 48, 49. 
 when to be made and filed, 48, 49. 
 minority director, how to report, 48. 
 penalty for not filing, 48, 50. 
 questionable extension of penalty, 50. 
 debts for which directors become liable, 51. 
 what directors are liable, 51. 
 who may sue, 52. 
 defenses of directors, 53. 
 liability for false, 54. 
 form of, 300. 
 
 ASSIGNMENT, preferential cannot be made, 72, 73. 
 transfers in contemplation of, void, 72. 
 
 BANKING POWERS possessed only by banking corporations, 115, 116, 
 
 BONDS, limit of issue of, 23-25. 
 when not negotiable, 26. 
 what may be issued for, 65. 
 may be issued at market value, 65. 
 
 BOOKS, what must be kept, 45-47. 
 
 right to vote determined by stock-book, 34. 
 
 entries in corporate, not always evidence against directors, 35. 
 
 account-books to be kept, 45, 46. 
 
 stock-book to be open to examination, 46, 47. 
 
 when open, and to whom, 46, 47. 
 
 penalty for non-compliance, 46, 47, 260. 
 
 account-books not to be open, 46. 
 
 of transfer of foreign corporations to be open, 78. 
 
 fraudulent entries in, 259, 260. 
 
 BRICK YARDS, hours of work in, if owned by corporations, 282. 
 
 BRIDGE CORPORATIONS, how formed, etc., 224 et seq. 
 See Turnpike Corporations. 
 
arfupl'^::^ INDEX. 333 
 
 BUSINESS, what kinds of may be carried on, I, 2. 
 altering or extending, ii, 55, 56. 
 restrictions upon commencing, 6, 7. 
 must be commenced within two years, 126. 
 
 BUSINESS CORPORATION, not defined, i, 2. 
 classified as a stock corporation, 87. 
 
 BUSINESS CORPORATION ACT of 1875, repealed, 157. 
 effect of repeal. 149-152. 
 
 BUSINESS CORPORATIONS LAW, provisions of, i, 21. 
 what companies to form under, i, 2. 
 application and scope of, 2, 3. 
 
 BY-LAWS, provisions concerning, loi, 102. 
 may fix quorum of stockholders, loi. 
 of members control directors, 102, 125. 
 regulating elections to be published, 102. 
 requirement of publication burdensome, 103. 
 what is compliance with statute, 103. 
 form of, 309. 
 
 CAPITAL STOCK to be fixed by certificate of incorporation, 3. 
 one-half to be paid in, when, 8, 9. 
 certificate of payment of one-half, 9. 
 corporation not dissolved without proceedings, 9. 
 subscriptions to, 63. 
 
 ten per cent, to be paid on cash subscriptions, 63, 64. 
 property may be received for, 65. 
 may be increased or reduced, 68 et seq. 
 number of shares of, how altered, 84, 85. 
 for what may be issued, 65. 
 must not be impaired, 38, 258. 
 penal provision concerning increase of, 259. 
 
 CERTIFICATE OF INCORPORATION, what is included in term, 88. 
 of a business company, 3. 
 who to make, 4. 
 contents of, 3-5, 60. 
 where to be filed and recorded, 5, 6, 90. 
 fees to be paid, S, 6. 
 form of, 285. 
 
 of a full liability company, 10, 11. 
 form of, 286. ■ 
 
 organization tax to be paid before filing of, 91. 
 must conform to law to be filed, 91. 
 amending, 97, 98. 
 
^ ^ A -rvTT-v-nv r References 
 
 334 INDEX. lar, upases. 
 
 CERTIFICATE OF INCORPORATION— <:<7«tf««tfrf. 
 proceedings if lost, g8, 99. 
 as evidence, eg. 
 of a ferry corporation, 195. 
 form of, 319. 
 
 of a navigation corporation, 197. 
 form of, 320. 
 
 of a stage-coach corporation, 198. 
 form of, 321. 
 
 of a tramway corporation, 199. 
 form of, 322. 
 
 of a pipeline corporation, 201. 
 form of, 323. 
 
 of a gas or electric light corporation, 210. 
 form of, 325. 
 
 of a water-vvorks corporation, 216. 
 form of, 326. 
 
 of a telegraph or telephone corporation, 220. 
 form of, 327. 
 
 of a turnpike, plank-road or bridge corporation, 223. 
 form of, 328. 
 
 CERTIFICATE OF STOCK, how issued, S9, 61. 
 proceedings when lost, 75, 76. 
 form of common, 301. 
 form of preferred, 304. 
 
 See Stock. 
 
 CERTIFICATES and other papers as evidence, 99. 
 
 CHALLENGES, upon voting, 119, 120. 
 
 CHANGE OF BUSINESS, how effected, 11, 55, 56. 
 
 See Business. 
 
 CHANGE OF NAME, how effected, 93-97. 
 
 See Name. 
 
 CHANGE OF NUMBER of directors, 36, 37. 
 of shares, 84, 85. 
 
 CHARTER, directors trustees on expiration of, 125, 126. 
 
 alteration or repeal of, 282. 
 COMBINATIONS of corporations, when prohibited, 30, 276. 
 
 common-law rules concerning, 30, 31. 
 
 meaning of statute, 31. 
 
 proceedings by attorney-general, 31. 
 
 courts do not enforce contracts for, 31. 
 
 corporations not to surrender charter rights to, 31. 
 
3'/}r/.7^} INDEX. 335 
 
 COMMENCING BUSINESS, restrictions upon, 6, 7 
 limit for, 126. 127. 
 
 CONSOLIDATION, provisions governing, 12-17. 
 what corporations may consolidate, 13. 
 tax upon consolidation, 13, 165. 
 submission of agreement to stockholders, 13-15. 
 powers of new company, 15, 16. 
 transfer of property, 16. 
 
 rights of creditors of old corporations, 16, 17. 
 form of agreement for, 292. 
 
 secretary's certificate for, 293. 
 
 CONSTRUCTION of the new corporation laws, 148-152. 
 relative importance of the different laws, 148. 
 what portions of former laws repealed, 148, 149, 150. 
 what rights conferred by former laws are saved, 149, 151. 
 existing laws, how far restated, 151. 
 alterations of title and head notes, 151. 
 
 CORPORATE EXISTENCE, how extended, 143 et seq. 
 
 CORPORATORS, qualifications of, 89, 90. 
 
 See Incorporators. 
 
 CUMULATIVE VOTING, when allowed, 5, u6, 117. 
 
 DEBTS, limit of corporate, 40. 
 
 distinguished from mortgages, 40. 
 amount of, to be stated in annual report, 47. 
 See Mortgages 
 
 DEFECTS in certificate of incorporation, how cured, 97, 98. 
 
 DEFINITIONS of terms in law, 87, 88. 
 
 DIRECTORS, term defined, 88, 261. 
 
 number of. fixed by certificate of incorporation, 3, 5. 
 
 names of, for first year to be specified therein, 3, 5, 
 
 to be not less than three nor more than thirteen, 3, 5. 
 
 two directors must reside in New York, 33. 
 
 each one of, to hold five shares of stock, 3, 5, 33. 
 
 one-fourth of, to be annually chosen, 32. 
 
 notice of election, how given, 32. 
 
 powers of, 34, 35. 
 
 courts will not ordinarily control, 34. 
 
 cannot transfer all the property of company, 35. 
 
 what a quorum of, 35. 
 
 two may act, 35. 
 
33^ INDEX. ifr:-7:;T;.i. 
 
 DIRECTORS— coniinued. 
 
 meeting of, 36. 
 
 where to be held, 36. 
 
 cannot vote by proxy at, 36. 
 
 change of number, how effected, 36, 37. 
 
 acts done to continue in office void, 37, 38. 
 
 hable for unauthorized dividends, 38. 
 
 liable for unauthorized debts, 40. 
 
 liable if loans made to stockholders, 41. 
 
 may remove officers, 42. 
 
 to have books kept, 45-47. 
 
 liable for neglect to file annual report, 47 e( seg. 
 
 debts for which they become liable, 51. 
 
 what directors are liable, 51. 
 
 who may sue, 52. 
 
 defenses of, 53. 
 
 effect of failure to elect, 120. 
 
 special elections to choose, 121, 123 
 
 stay in actions collusively brought for, 124. 
 
 quorum of and powers of majority, 124, 125. 
 
 may make by-laws, 125. 
 
 penal provisions respectmg, 258, 259, 260. 
 
 when knowledge of, presumed, 261. 
 
 actions against, for misconduct, 280, 281. 
 DISSOLUTION for failure to pay in half capital, 8, 9. 
 
 distribution of assets on expiration of charter allowed, 38. 
 
 failure to elect directors does not work, 120. 
 
 directors when trustees upon, 125. 
 
 on expiration of charter, 126. 
 
 for non-user, 126, 127. 
 
 voluntary, 127-132. 
 
 form of petition for, 314. 
 
 involuntary, 132-142. 
 
 by legislative enactment, 142-143, n. 
 
 statutes relating to receivers, 282. 
 DISTRICT STEAM CORPORATION, provisions affecting, 17-20. 
 DIVIDENDS, what unauthorized as, 38. 
 
 ordinarily in the discretion of the directors, 39. 
 
 to whom they belong, 39. 
 
 penalty for impairing capital, 38, 39. 
 
 state tax based on, 168, 169. 
 
 penal provisions respecting unauthorized, 258. 
 DOMESTIC CORPORATION, defined. 88. 
 DURATION of corporation to be not over fifty years, 3, $• 
 
fr'/tr/a^'s^ INDEX. Z2,7 
 
 ELECTIONS, of directors, when held, 32. 
 
 if held on day subsequent to regular date valid, 34. 
 by-laws regulating to be published, 102. 
 method of voting at, 116, 117. 
 
 See Annual Meeting. 
 effect of failure at regular, 120. 
 special, to elect directors, 121-123. 
 calUng and conduct of, 121, 122. 
 voting at, 122. 
 
 powers of supreme court respecting, 123. 
 summary application by one aggrieved, 123, 124. 
 misconduct at, 260. 
 
 ELECTRIC LIGHT CORPORATIONS, how formed, etc., 210 et seq. 
 See Gas Corporations. 
 
 EMPLOYEES, to be paid weekly, 276-278. 
 wages preferred, 278. 
 to be paid in cash, 278. 
 , acts protectmg, 282. 
 
 EXECUTORS, not personally liable to creditors, 79, 80. 
 trust estates, how liable, 78, 80. 
 
 EXISTENCE, corporations may enjoy continued, loi. 
 not to exceed fifty years originally, 3, 5. 
 how may extend, 143-148. 
 
 stockholders to sign and acknowledge certificate, 147. 
 certificate, how filed, 147. 
 
 EXPIRATION OF CHARTER, receiver not necessary upon, 126, 127. 
 
 EXTENDING EXISTENCE, how accomplished, 143-148. 
 certificate to be filed. 147. 
 important eff"ect of, 148. 
 
 EXTENSION OF BUSINESS, provision to effect, 11, 55. 56. 
 
 proceedmgs under § 32 of the Stock Corporation Law preferable, 11,12. 
 privileges acquired upon, 55, 56. 
 
 FALSE ACCOUNTS, penal provisions concerning, 259. 
 
 FALSE BOOKS, etc., exhibiting, when a misdemeanor, 257, 258. 
 
 FALSE CERTIFICATES, etc., liability therefor, 54 et seq. 
 
 FEES, of secretary of state, 263, 264. 
 of county clerk, 264, 265. 
 
 22 
 
338 INDEX. \.fr:<';ZZ 
 
 FERRY CORPORATIONS, how formed, 195. 
 half of capital to be paid m, 196. 
 effect of failure to pay in capital, 196. 
 powers, 196. 
 
 FINANCIAL STATEMENT, when must be made, 77. 
 penalty for refusal to make, 77. 
 
 FOREIGN CORPORATIONS, transfer books of, to be exhibited, 78. 
 must obtain certificate from secretary of state, 105, 106. 
 
 or cannot transact busmess here, 105. 
 contracts made here not enforceable unless certificate obtained, 105, 
 
 106. 
 power of a state to exclude, 106. 
 
 effect of the commerce clause on power to exclude, 107. 
 decisions in the United States Supreme Court, 107-109. 
 decisit)ns in the state courts, 109, no. 
 penalty of the statute, no, in. 
 what corporations within statute, in, 112. 
 proof to be filed by, to obtain certificate, 112-114. 
 may acquire real estate here if organized in the United States, 114. 
 when to acquire, if organized under foreign law, 115. 
 of all kinds, may acquire, when, 115. 
 taxation of for local purposes, 191. 
 taxation of under state law, 168-170, 191. 
 taxation of real estate, 191. 
 
 agents of, to disclose names of principals, 255, 256. 
 person not authorized to act for, when guilty of misdemeanor, 258. 
 when may sue here, 280. 
 form of certificate to be filed by, 312. 
 
 FORFEITURE OF STOCK, when allowed, 66, 67. 
 proceedings when forfeited, 67. 
 effect of, 67. 
 
 FORMATION of business corporation, i, 2. 
 defined, 88. 
 
 FORMS, certificate of incorporation of a business corporation, 285. 
 certificate th%t one-half of capital is subscribed, 286. 
 certificate for reorganization of corporation, 287. 
 certificate of payment of one-half capital, 288. 
 certificate of extension or alteration of business, 289. 
 agreement for consolidation, 292. 
 
 certificate of secretary of meeting for consolidation, 293. 
 certificate of consent of stockholders to mortgage, 294. 
 certificate of reorganization upon sale of property, etc., 296. 
 notice of annual meeting, 297. 
 
are to /i.iges.Ji INDEX, 239 
 
 FORMS —continued. 
 
 certificate of inspectors, 299. 
 
 annual report, 300. 
 
 stock certificate, 301. 
 
 subscription to stock, 301. 
 
 certificate increasing or reducing capital, 302. 
 
 certificate of preferred stock, 304. 
 
 certificate increasing or reducing number of shares, 304. 
 
 petition for change of name, 306. 
 
 notice of application of order. 307. 
 
 order changing name, 307. 
 
 amended certificate of incorporation, 308. 
 
 by-laws, 309. 
 
 acknowledgment by corporation, 311. 
 
 certificate to be filed by foreign corporation, 312, 
 
 proxy, 313. 
 
 notice for special election, 313. 
 
 petition for voluntary dissolution, 314. 
 
 notice of application for order, 315. 
 
 notice of appointment of receiver, 316. 
 
 certificate extending existence, 317. 
 
 tax report to state comptroller, 317. 
 
 tax report to commissioners of taxes, 318. 
 
 certificate of incorporation of a Ferry Co., 319. 
 
 certificate of incorporation of a Navigation Co., 320. 
 
 certificate of incorporation of a Stage-Coach Co., 321, 
 
 certificate of incorporation of a Tramway Co., 322. 
 
 certificate of incorporation of a Pipe Line Co., 323. 
 
 certificate of incorporation of a Gas or Electric Light Co., 325. 
 
 certificate of incorporation of a Water- Works Co., 326. 
 
 certificate of incorporation of a Telegraph or Telephone Co., 327. 
 
 certificate of incorporation of a Turnpike, etc., Co., 328. 
 
 certificate to form a limited partnership, 329. 
 
 FRANCHISE, sale of, 56. 
 mortgage of, 22. 
 
 FULL LIABILITY CORPORATIONS, provisions concerning, 9, 10. 
 nature of, 10, 11. 
 
 similar to joint-stock association, 11. 
 when business corporation may become, 11. 
 form of certificate to organize, 285, 286. 
 
 GAS AND ELECTRIC LIGHT COMPANIES, how formed, 210. 
 powers, 211. 
 inspector of gas meter, 211, 212. 
 
340 INDEX. UrY'r;:;:', 
 
 GAS AND ELECTRIC LIGHT COMPANIES— <:(7«//««*a'. 
 deputy inspectors, 212. 
 inspection of gas meter, 212, 213. 
 gas and light must be supplied, 213. 
 deposit of money may be required, 214 
 buildings may be entered, 214. 
 refusal or neglect to pay rent, 215. 
 no rent to be charged for meters, 215. 
 price of gas, 215. 
 unlawful interference with meter, etc., 261-263. 
 
 GENERAL CORPORATION LAW, provisions of, 86-164. 
 
 GUARDIAN, holding stock when personally liable, 79. 
 
 INCORPORATORS, qualifications of, 89, 90. 
 liabilities of, 90. 
 responsibility of corporation for acts of, 90. 
 
 INCREASE OR REDUCTION of stock, how effected, 68 et seq. 
 meeting of stockholders, how called, 68, 69. 
 proceedings at meeting, 69, 70. 
 vote of stockholders required, 68. 
 certificate to be filed and recorded, 70. 
 old stock certificates to be called in, 71. 
 liability upon the new stock, 71. 
 penal provision concerning, 259. 
 form of certificate to effect, 302. 
 
 INDEBTEDNESS, limit of, 40. 
 
 See Debts, Mortgages. 
 
 INDIVIDUAL LIABILITY OF DIRECTORS. See DIRECTORS. 
 INDIVIDUAL LIABILITY OF OFFICERS. See OFFICERS. 
 
 INDIVIDUAL LIABILITY OF STOCKHOLDERS. See STOCKHOLD- 
 ERS. 
 
 INJUNCTION, notice of application for to be disclosed, 260. 
 
 INSOLVENCY, transfers in contemplation of, prohibited, 72, 73. 
 
 of foreign corporations, 74, n. 
 INSPECTORS, how appointed, 44. 
 
 entitled to compensation, 44. 
 
 proceedings if vacancies, 45. 
 
 oath and report of, 45. 
 INTERSTATE COMMERCE, how affected by statute relating to foreign 
 corporations, 107-112. 
 
fry;:;7;e^:\ index. 341 
 
 INVOLUNTARY DISSOLUTION, provisions covering, 132-142. 
 action to dissolve a corporation, 132, 133, 136, 137, 139. 
 temporary and permanent injunction, 133, 137, 139, 140. 
 receiver, temporary and permanent, 134. 
 
 powers of, 134. 
 parties to action, 135. 
 distribution of corporate property, 135, 136. 
 enforcing liabilitiess of directors, etc., 136. 
 publication of judgment, 138. 
 stockholders required to testify, 138, 139. 
 injunction staying creditors, 139. 
 receiver, when and how appointed, 140. 
 suspension or removal of officer, 141. 
 misnomer of stockholders, 141. 
 
 JOINT-STOCK ASSOCIATIONS, provisions concerning, 245-247. 
 certificate to be filed and recorded, 246. 
 character of, 11. 
 
 resemble full liability corporations, 11. 
 taxation of, 192. 
 
 managers of, may be appointed, 245. 
 powers of, 245, 246. 
 
 annual certificate to be filed and recorded, 247, 
 penalty for non-compliance with laws, 247. 
 effect of certificates as evidence, 247. 
 privileges of members as witnesses, 247. 
 
 JUDGMENT, cannot be confessed in contemplation of insolvency, 72, 73. 
 
 LAWS REPEALED by General Corp. Law, 153 et seq. 
 by Trans. Corp. Law, 241 et seq. 
 
 LIABILITY OF DIRECTORS. See DIRECTORS. 
 
 LIABILITY OF STOCKHOLDERS in business corporations, 79-84. 
 to servants and employees, 80. 
 to general creditors, 80, 81. 
 who incurs, 81, 82. 
 to whom it extends, 82, 83. 
 action to enforce, 83, 84. 
 in full liabiUty corporations, 10, 11. 
 
 LICENSE FEE, upon organization, 56, 164. 
 
 See Taxation. 
 
 LIMITATION of amount of property of a non-stock corporation, 104. 
 
j«-<A TXTT-n->xr r References 
 
 342 INDEX. \aret0paea. 
 
 LIMITED PARTNERSHIPi,, how formed, 248, 249. 
 provisions concerning, 248-254. 
 may succeed to name of corporation, when, 254, 255. 
 form of certificate of, 329. 
 
 LOANS TO STOCKHOLDERS prohibited, 41. 
 penalty for making, 41, 42. 
 
 LOCAL TAXATION, provisions governing, 184-191. 
 report concerning, 318. 
 
 See Taxation. 
 
 LOST CERTIFICATE OF INCORPORATION, how replaced, 98. 
 LOST STOCK CERTIFICATES, proceedings to obtain new certificates, 
 75. 76. 
 
 MANUFACTURING CORPORATION ACT of 1848 repealed, 153. 
 effect of repeal, 149-151. 
 
 MARRIED WOMEN, when may vote, 278, 279. 
 may be directors, 33. 
 
 MEETINGS, annual, how called, 32. 
 special, how called, 121. 
 to increase or red nee capital, 68 et seq. 
 
 MINORITY STOCKHOLDERS entitled to statement of affairs, it, 78. 
 
 MONOPOLIES, an act to prevent certain, 276. 
 combinations to establish not allowed, 30. 
 
 MORTGAGE by corporation, when allowed, 22-24. 
 manner of making, 24, 25. 
 stockholders consent, how obtained, 23-25. 
 two-thirds of issued stock is sufficient, 24, n. 
 effect of mortgagmg beyond power, 24, n. 
 effect of mortgaging without consent, 26. 
 limit of amount of, 23, 24. 
 
 effect of giving mortgage after filing consent, 25, n. 
 consent of two stockholders held sufficient, 25, n. 
 no consent required for purchase-money mortgage, 26. 
 effect of special clause In chattel mortgage, 25. 
 stockholder's action to foreclose trust mortgage, 26. 
 debt may be paid by stockholders pending foreclosure, 74, 75. 
 form of consent to, 294, 296. 
 
 NAME OF CORPORATION to be stated in certificate of incorporation, 3. 
 must not be the same as that of existing corporation, 92. 
 nor so similar to it as to deceive, 92. 
 how changed, 92-97. 
 
arfto"7;«.] INDEX. 343 
 
 NAME OF CORPORATION— i:tf«//«««rf. 
 petition by corporation, 93. 
 contents of petition, 94. 
 notice of presentation of petitions, 94. 
 order, 95. 
 
 when change to take effect, 96. 
 substitution of new name, 96. 
 forms for changing name, 306 ei seq. 
 
 NAVIGATION CORPORATIONS, how formed, 197. 
 navigation between additional ports, 198. 
 payment of capital, 1 98. 
 ferries not to be operated, 198. 
 form for organizing, 320. 
 
 OATHS may be required at elections, 119, 120. 
 of inspectors, 45. 
 
 OBJECTS for which business company may be formed, 1-3. 
 
 OFFICE, term defined, 88, 89. 
 
 principal, to be stated in certificate of organization, 3, 4. 
 
 OFFICERS, provisions concerning, 42, loi. 
 president to be a director, 42. 
 to be subject to directors and by-laws, 42. 
 may be removed by directors, 42. 
 number necessary, 43. 
 powers of, 43, 44. 
 when not entitled to salaries, 43. 
 when liable for false certificates, etc., 54 et seq. 
 cannot secure themselves if company insolvent, 72, 73. 
 penal provisions concerning, 259, 260. 
 actions against, 280, 281. 
 
 ORGANIZATION TAX, amount of, 5, 6, 164. 
 
 must be paid before certificate can be filed, 5, 6, 165. 
 
 provisions controlling, 164, 165. 
 
 upon consolidation, 165. 
 
 upon reorganization under Business Corp. Law, 165. 
 
 upon reorganization after sale, 165. 
 
 PARTNERSHIP, how limited are formed, 248-254. 
 
 PAYMENT OF CAPITAL, one-half to be paid in, 8, 9. 
 form of certificate, 288. 
 
 PENAL CODE, provisions of, 255-263. 
 
344 INDEX. la^rirr^^i 
 
 PERSONAL LIABILITY of stockholders, 79-84. 
 See Stockholders. 
 of directors, 38, 40, 47. 
 
 See Directors. 
 
 PIPE-LINE CORPORATIONS, how formed, 201., 
 location of line, 202. 
 condemnation of real property, 203. 
 crossing railroads, etc., 204. 
 crossing canals, etc., 204. 
 consent of local authorities, 205. 
 construction through villages, etc., 205. 
 over Indian reservations, 206. 
 over state lands, 206. 
 additional powers, 206. 
 use of line to be public, 207. 
 receipts for property, 208. 
 monthly statements, 208. 
 fences, etc., 209. 
 taxation of property, 209. 
 form for organizing, 323. 
 
 PLANK-ROAD CORPORATIONS, how formed, etc., 224 et seq. 
 
 See Turnpike Corporations. 
 PLEDGORS OF STOCK, rights of, 116. 
 
 POWERS OF BUSINESS CORPORATIONS in general, 100-104. 
 expressed and implied powers, 100. 
 reorganization, 7, 8. 
 consolidation, 12-17. 
 borrowing and mortgaging, 22-24, 100. 
 issuing common or preferred stock, 58. 
 selling franchise and property, 56-58. 
 guaranteeing bonds of domestic corporation, 60. 
 holding stock in other corporations, 59 et seq. 
 forfeiture of stock, 67. 
 
 increasing or reducing capital stock, 68 et seq. 
 altering number of shares of stock, 84, 85. 
 changing naxr^, 93 et seq. 
 qualifications upon powers, 5, 100, loi. 
 ultra vires acts, 100, loi. 
 general powers of corporations, loi, 102. 
 holding property, loi, 102. 
 
 acquiring real estate in other sovereignties, 104, 105, 
 extending existence, 143 et seq. 
 filing amended certificate, 97. 
 
 See Directors. 
 
.f/S7"J^l] INDEX. 345 
 
 POWERS OF OFFICERS, dependent on what, 43. 
 
 PREFERRED STOCK, right to issue may be acquired at time of organiza- 
 tion, 5. 
 may also be issued on unanimous consent, 71. 
 may be exchanged for common, 71. 
 
 PRESIDENT, to be a director, 42, 43. 
 powers of, 44. 
 
 or vice-president to sign stock certificate, 59. 
 or vice-president to sign annual report, 47. 
 
 PRIVILEGES OF CORPORATIONS. See Powers. 
 
 PROOF OF INCORPORATION, how made, 99. 
 
 PROPERTY, no limit of amount to be held, loi, 102. 
 stock may be issued for, 65. 
 must equal value of stock at par, 65, 66. 
 how value of, to be determined, 66. 
 may be disposed of, loi. 
 power of non-stock corporation to hold, 104. 
 
 PROXIES, power to give, 118. 
 how executed, 118. 
 how long valid, 118. 
 effect of informality in, 119. 
 penal provisions concerning, 260, 261. 
 form of, 313. 
 
 QUORUM of directors, 35, 124, 125. 
 of stockholders, 32, loi. 
 
 REAL PROPERTY, may be held, loi, 102. 
 no limit in amount to be held, 102. 
 must be for purposes of corporation, 101. 
 acquisition of, by certain corporations, 104. 
 may be acquired in other states and countries, 104, 105. 
 governed by laws of states where situated, 105. 
 title to, not good against state prohibiting foreign corporations from 
 holding, 105. 
 
 RECEIVERS, statutes relating to, 265. 
 
 REDUCING CAPITAL STOCK, method of, 68 et seg. 
 form for, 302. 
 
 REORGANIZATION under provisions of tlje Business Corp. Law, 7. 
 not necessary, 8. 
 organization tax upon, 8, 165. 
 
346 INDEX. [i^r;ss. 
 
 REORG AN IZATlOVi—coniinued. 
 
 upon sale of property and franchise, 26, 28, «. 
 
 certificate to be filed and recorded, 26, 27. 
 
 plan of reorganization, 27, 28. 
 
 sale of property, etc., 29. 
 
 assent of stockholders, 29, 30. 
 
 taxation upon, 165. 
 
 form for, 287. 
 
 REPEAL, table of laws repealed by Gen. Corp. Law, 153 et seg. 
 table of laws repealed by Trans. Corp. Law, 241 ei seq. 
 of charters, 282. 
 
 REPORTS, annual, for public information, 47 et seq. 
 
 to state comptroller for slate taxation, 165 et seq. 
 
 to commissioners of taxes for local taxation, 185 et seq. 
 
 form of annual, 300. 
 
 form of state tax, 317. 
 
 form of local tax, 318. 
 
 SALE OF FRANCHISE AND PROPETRTY, provisions concerning, $6 
 et seq. 
 two-thirds of stock to consent, 56, 57. 
 dissenting stockholders to sell stock, 57. 
 provisions respecting appraisal of stock, 57. 
 domestic corporation must be purchaser, 56-58. 
 domestic corporations restricted in right to purchase, 58-62. 
 
 SEAL, power of using, loi. 
 necessity for, 102. 
 
 not required to bind corporation, 102. 
 when private, may be used, 102. 
 
 SERVANTS AND EMPLOYEES, liability to, 79, 80. 
 
 SHARES, number of, how altered, 84, 85. 
 
 penalty for directors selling if not owner, 259. 
 
 STAGE-COACH CORPORATIONS, how formed, 198. 
 alteration or extension of route, 199. 
 powers, 199. 
 
 STATE TAXATION, provisions concerning, 165-184. 
 
 See Taxation. 
 STATEMENT OF AFFAIRS, when to be made to stockholders, 77. 
 
 STATUTES REPEALED by Gen. Corp. Law, 153 et seq. 
 by Trans. Corp. Law, 241 et seq. 
 
 STEAM CORPORATIONS, provisions concerning, 17-20. 
 
arfZTa^'\ INDEX. 347 
 
 STOCK, how represented, 59, 61. 
 
 who to sign certificates of, 59. 
 
 how transferred, 59, 61. 
 
 transfers of, by stockholder indebted to company, 42. 
 
 improperly issued, 61. 
 
 special agreement concerning issue, 61. 
 
 transfer of, to be registered, 59, 61. 
 
 who are owners of, 61. 
 
 when may be held in other corporations, 59-62. 
 
 reserving power to hold, 60. 
 
 for what may be issued, 65. 
 
 cannot be issued for less than par, 65, 66. 
 
 proceedings to increase or reduce amount of, 68 et seq. 
 
 preferred and common, 71, 72. 
 
 cannot be assigned in contemplation of insolvency of company, 72, 73. 
 
 fraudulent issue of, a misdemeanor, 257. 
 
 STOCK-BOOK must be kept, 45, 47. 
 right to vote determined by, 34. 
 corporation may waive its right respecting, 61. 
 to be open to inspection, 45. 
 penalty for refusing inspection, 46, 47, 260. 
 refusal must be willful, 47. 
 
 STOCK CERTIFICATES are not the stock, 61, 62. 
 are not negotiable, 62. 
 if lost, new to be issued, 75, 76. 
 form of common, 301. 
 form of preferred, 304. 
 
 STOCK CORPORATION defined, 88. 
 
 STOCK CORPORATION LAW, provisions of, 22-85. 
 
 STOCKHOLDERS, indebted to company, when cannot make transfers, 42. 
 when liability as a stockholder ceases, 67. 
 may pay mortgage debt during foreclosure, 74, 75. 
 liable until issued stock is paid in, 79-81. 
 liable in addition to subscription to laborers, etc., 79, 80. 
 constitutional reference to liability, 282. 
 who liable as, 81, 82. 
 limitations upon liability, 82-84. 
 action to enforce liability, 83 
 liability in full liability corporations, 10, II. 
 executors, etc., not liable as, 81. 
 list of, to be kept open to inspection, 46. 
 may require statement, ^^. 
 
348 INDEX. l/r^TTa^'. 
 
 SUBSCRIBERS to certificate of incorporation, 3. 
 facts respecting, to be stated, 3, 5. 
 are stockholders, 64, 65. 
 
 remedy of, if induced to subscribe by fraud, 64, 256. 
 effect of prospectus, 64. v 
 
 signing fictitious names, 64, 256. 
 agreements among, 64. 
 wfien relieved from subscriptions, 64. 
 rights of, are transferable, 65. 
 Penal Code provisions concerning, 256, 257. 
 
 SUBSCRIPTIONS TO STOCK, one-half capital must be subscribed at 
 outset, 6. 
 ten per cent, to be paid on cash subscriptions, 63, 64. 
 other subscriptions, when paid, 66. 
 payable in property, 64, 65. 
 forfeiture for non-payment of, 66, 67. 
 form of, 301. 
 
 SUPPLEMENTAL CERTIFICATES, how filed and recorded, 90, 91. 
 when may be made, 97, 98. 
 form of, 308. 
 
 TAXATION upon organization, 5, 6, 164, 165. 
 upon consolidation, 13, 165. 
 
 upon reorganization under Business Corporations Law, 8, 165. 
 upon reoganization after sale under mortgage, 165. 
 provisions of the state tax law, 165-184. 
 corporations must report annually, 165, 166. 
 form of report, 317. 
 penalty for neglect to report, 167. 
 what corporations are taxable, 168, 169. 
 amount of tax, 168, 169, 170. 
 tax to be remitted, 170. 
 reports of insurance companies, 170, 171. 
 of transportation corporations, 172-174. 
 corporations paying state tax, how far exempt, 174. 
 capital employed in state the basis of, 175, 176. 
 powers of comptroller to examine books, witnesses, etc., 176, 178. 
 adjusting back taxes, 178-180. 
 reviewing comptroller's decisions, 180. 
 warrant to collect taxes, 181. 
 comptroller may revise accounts, 182. 
 Supreme Court may review, 182. 
 informers of tax evasions to be compensated, 183, 184, 
 provisions governing local, 184-192. 
 
fr'/f^pV^'.^ INDEX. 349 
 
 TAXATION— continued. 
 
 severity of local, 184. 
 
 what corporations liable to, 184, 1S5. 
 
 statement to be delivered to assessors, 185. 
 
 penalty for omission, 186. 
 
 form of, 318. 
 
 how corporations are assessed and taxed, 186-189. 
 
 proceedings to reduce valuations, 187, 188. 
 
 uncertain meaning of existing law, 189. 
 
 place of taxation, 190. 
 
 real estate, where taxable, 190. 
 
 foreign corporations, how taxable, 191. 
 
 joint-stock associations, how taxable, 192. 
 
 property of pipe-line company, where taxed, 209. 
 
 provisions affecting turnpike, etc., corporations, 235, 236. 
 
 TELEGRAPH AND TELEPHONE CORPORATIONS, how formed, 
 220. 
 extension of lines, 221. 
 construction of lines, 221. 
 transmission of despatches, 221, 222. 
 consolidation of corporations, 222. 
 special policemen, 222, 223. 
 form for organizing, 327. 
 
 TRAMWAY CORPORATIONS, how formed, 199. 
 
 powers of, 200. 
 
 may acquire land by condemnation, 200. 
 
 crossings, 200. 
 
 form for organizing, 322. 
 TRANSFER AGENT of foreign corporation, duties of, 78. 
 
 penalty for refusing to exhibit books, 78. 
 
 TRANSPORTATION CORPORATIONS, special taxation of, 172-174. 
 
 defined, 87. 
 TRANSPORTATION CORPORATIONS LAW, provisions of, 195-241. 
 
 laws repealed by, 241-244. 
 
 construction of, 149, 151, 241. 
 
 TRANSFER OF STOCK, how effected, 59, 61. 
 
 ownership changed by, 61. 
 
 corporation, when bound by agent's statements, 61. 
 
 to be registered in stock-book, 45. 
 TREASURER or secretary to sign stock certificates, 59. 
 to verify annual report, 47. 
 
 to give financial statement to stockholders, 77. 
 
 by-laws may prescribe duties of, 42. 
 
350 INDEX. lfrf;^'A7». 
 
 TRUSTEE, person holding stock as, when not liable as stockholder, 79. 
 
 TRUSTEES, word used synonymously with directors, 88. 
 when directors are, in case of dissolution, 125. 
 
 TURNPIKE CORPORATIONS, how formed, 224. 
 restrictions upon location of road, 224. 
 agreement for use of highways, 225. 
 application to board of supervisors, 225. 
 commissioners to lay out roads, 226. 
 possession and title to real estate, 227. 
 use of turnpike road by plank-road, 227. 
 width and construction of road, 228. 
 construction of bridges, ^tc, 228. 
 certificate of completion of road or bridge, 229. 
 gaies, rates of toll, etc., 229. 
 toll-gatherers, 230, 231. 
 penalty for running a gate, 231. 
 locating and changing gates, 231, 232. 
 inspectors, their powers and duties, 232, 233. 
 change of route, etc., 233, 234. 
 mile-stones, guide-posts, etc., 234. 
 location of office of corporation, 234. 
 consolidation and sale of corporations, 235. 
 surrender of road. 235. 
 taxation and exemption, 235, 236. 
 hauling logs and timber, 236. 
 encroachment offences, 236. 
 penalty for fast driving over bridges, 237, 
 acts of directors prohibited, 237. 
 actions for penalties, 237. 
 proof of incorporation, 237. 
 when stockholders to be directors, 238, 
 dissolution of corporation, 238. 
 town to pay for certain lands, 239. 
 highway labor upon line, 239. 
 extension of corporate existence, 240. 
 form for organizing, 328. 
 
 USURY, corporations not to make defense of, 282. 
 
 VOLUNTARY DISSOLUTION, provisions governing, 127-132. 
 petition by majority of directors, 127. 
 proceedings if directors equally divided, 127, 128. 
 contents of petition, 128. 
 verification of petition, 129. 
 
fr't;:7fs} INDEX. 351 
 
 VOLUNTARY DISSOLUTION— (rtf«//««^^. 
 presenting petition, 129, 130. 
 publication of order, 130. 
 hearing and decision, 130, 131. 
 notice of motion for final order, 131. 
 final order and receiver, 131, 132. 
 effect of filing petition, 132. 
 form of petition, 314. 
 ' form of schedule, 314, 315. 
 
 form of notice of application, 31 5. 
 
 form of notice of appointment of receiver, 316. 
 
 VOTING, right of, how determined, 34, 117. 
 qualifications for, 1 16, 117. 
 cumulative, whea allowed, 116. 
 by proxy, 118. 
 
 challenges and oaths in respect to, 119, 120. 
 at special election of directors, 122, 123. 
 penal provisions respecting, 260, 261. 
 
 WATER COMPANIES, provisions concerning, 20. 
 under what laws to be formed, 20, 21. 
 powers of those heretofore formed under L. 1848, c. 40, 21. 
 
 WATER-WORKS CORPORATIONS, how formed, 316. 
 must supply water, 217. 
 contracts for water, etc., 217, 218, 220. 
 powers. 218. 
 survey and map, 219. 
 condemnation of real property, 219. 
 form for organizing, 326. 
 
 WEEKLY PAYMENT LAW, provisions of, 276-278. 
 
 [Whole Number of Pages, 384.]