Their Powers.

§ 10. The persons so constituted trustees shall have authority to sue for and recover the debts and property of the dissolved corporation by the name of the trustees of such corporation, describing it by its corporate name, and shall be jointly and severally responsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands. 1 R. L. 249, § 2.

The liability of the directors or managers of a corporation as trustees of the corporate property, upon its dissolution, is expressly limited to the extent of the property and effects that shall come into their hands. Hoffman v. Van Nostrand, 42 Barb. 174.

ARTICLE III.

SPECIAL PROVISIONS RELATING TO SPECIAL CORPORATIONS AND JOINTSTOCK ASSOCIATIONS.

1828, R. S., Part I, Ch. XVIII, Title IV.--Special Provisions Relating to Certain Corporations.

Certain Books to be Open at Certain Times.

1. The book or books of any incorporated company in this State in which the transfer of stock in any such company shall be registered, and the books containing the names of the stockholders in any such company, shall, at all reasonable times during the usual hours of transacting business, be open to the examination of every stockholder of such company for thirty days previous to any election of directors, and if any officer having charge of such books shall, upon demand by any stockholder as aforesaid, refuse or neglect to exhibit such books, or submit them to examination as aforesaid, he shall for every such offense forfeit the sum of two hundred and fifty dollars, the one moiety thereof to the use of the people of this State, and the other moiety to him who will sue for the same, to be recovered by action of debt in any court of record, together with the costs of such suit.

Dividends for Surplus Profits Only - Capital not to be Reduced-Notes for Installments on Stock not to be Discounted Nor Notes to Withdraw Installments Paid-Liability of Directors for Violating these Pro

visions.

§ 2. It shall not be lawful for the directors or managers of any incorporated company in this State to make dividends, excepting from the surplus profits arising from the business of such corporation; and it shall not be lawful for the directors of any such company to divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock of such company or to reduce the said capital stock, without the consent of the Legislature; and it shall not be lawful for the directors of such company to discount or receive any note or other evidence of debt, in payment of any installment actually called in and required to be paid, or any part thereof, due or to become due on any stock in the said company; nor shall it be lawful for such directors to receive or discount any note, or other evidence of debt, with the intent of enabling any stockholders in such company to withdraw any part of the money paid in by him on his stock; and 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 dissent therefrom to be entered at large on the minutes of the said directors at the time, or were not present when the same did happen, shall, in their individual and private capacities, jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the said company so divided, withdrawn, paid out, or reduced, and to the full amount of the notes or other evidences of debt so taken or discounted in payment of any stock, and to the full amount of any notes or evidences of debt so discounted with the intent aforesaid with legal interest on the said respective sums, from the time such liability accrued; and no statute of limitations shall be a bar to any suit at law or in equity, against such directors for any sum for which they are made liable by this section: Provided, that this section shall not

be construed to prevent a division and distribution of the capital stock of such company which shall remain after the payment of all its debts, upon the dissolution of such company, or the expiration of its charter.

This section is not applicable to "Withdrawals," see index “Withdrawals."

Amount of Debts-Liability of Directors for Excess-Not Barred by Statute of Limitations.

§3. The total amount of the debts which any incorporated company shall at any time owe, owe, whether for deposits, or by bond, bill, note, or other contract, over and above the actual deposits with the said company, shall not at any time exceed three times the amount of the capital stock actually paid in, and in case of any excess the directors under whose administration the same may have happened, except those who may have caused their dissent therefrom. to be entered at large on the minutes of the said directors at the time, and except those who were not present when the same did happen, shall in their individual and private capacities, jointly and severally, be liable for such excess to the said corporation, and in the event of its dissolution, to any of the creditors thereof, to the full amount of such excess, with legal interest from the time such liability accrued; and no statute of limitations shall be a bar to any suit at law or in equity, against such directors for any sums of money for which they are made liable by this section.

Certain Transfers of Property Prohibited.

§ 4. Whenever any incorporated company shall have refused the payment of any of its notes, or other evidences. of debt, in specie or lawful money of the United States, it shall not be lawful for such company, or any of its officers, to assign or transfer any of the property or choses in action of such company to any officer or stockholder of such company, directly or indirectly, for the payment of any debt; and it shall not be lawful to make any transfer or assignment in contemplation of the insolvency of such company, to any person or persons whatever; and every such trans

fer and assignment to such officer, stockholder or other person, or in trust for them or their benefit, shall be utterly void.

Powers of Supreme Court Respecting Elections.

$5. It shall be the duty of the Supreme Court, upon the application of any person or persons or body corporate that may be agreed by, or may complain of, any election, or any proceeding, act or matter, in or touching the same (reasonable notice having been given to the adverse party, or to those who are to be affected thereby of such intended application), to proceed forthwith, and in a summary way, to hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises as right and justice may appear to the said Supreme Court to require: Provided, that the said Supreme Court may, if the case shall appear to require it, either order an issue or issues to be made up in such manner and form as the Supreme Court may direct, in order to try the respective rights of the parties who may claim the same, to the office or offices or franchise in question; or may give leave to exhibit, or direct the attorney-general to exhibit one or more information or informations in the nature of a quo-warranto in the premises.

Certain By-Laws to be Published.

§ 6. No by-laws of the directors and managers of any incorporated company, regulating the election of directors or officers of such company, shall be valid, unless the same shall have been published for at least two weeks in some newspaper in the county where such election shall be held, at least thirty days before such election, and in all cases where the right of voting upon any share or shares of the stock of any incorporated company of this state shall be questioned, it shall be the duty of the inspectors of the elections to require the transfer books of the company, as evidence of stock in the said company, and all such shares as may

appear standing thereon in the name of any person or persons shall be voted on by such person or persons, directly by themselves, or by proxy, subject to the provisions of the act of incorporation.

Oath of Inspectors of Election.

§ 7. The inspectors who may be appointed to conduct any election of directors or any other officer of any incorporated company of this State shall be required, before entering on the duties of their appointment, to take or subscribe the following oath or affirmation: "I, A. B., do solemnly swear (or affirm, as the case may be) that I will execute the duties of an inspector for the election now to be held, with strict impartiality and according to the best of my ability."

On Failure of Election Another Day to be Appointed— Who Entitled to Vote on such Subsequent Day.

§ 8. If at any time hereafter the election for directors of any bank or other incorporated company of this State shall not be duly held on the day designated and appointed by the act incorporating such bank or other incorporated company, it shall be the duty of the president and directors of such bank or other incorporated company to notify and cause an election for directors to be held within sixty days immediately thereafter; and in all cases no share or shares shall be voted upon except by such person or persons who may have appeared on the transfer books of said company to have had the right to vote thereon on the day when, by the act of incorporation of such company, the election ought to have been held, which said right so to vote shall be exercised by the persons so appearing as aforesaid upon the transfer books of such company on any day when such election may be held.

Corporation and its Officers, etc., not to Purchase its Notes at a Discount.

§ 9. It shall not be lawful in any company incorporated for banking purposes, its officers, agents or servants, or any