trustee or representative of others.

N. Y. 91, 9 L. R. A. 527, 25 N. E. 201.

Gamble v. Queens County W. Co., 123

2. Trustees or guardians may vote on stock held for the benefit of others. 6 Wend. 509.

3. Where on transfer book stock stands in name of a cashier as trustee, his successor cannot vote upon same, or give proxy; and votes on such stock by successor may properly be refused. In re Mohawk, etc., R. R. Co., 19 Wend. 135.

4. Right to vote at election must be determined by transfer book; inspectors cannot look beyond it. In L. I. R. R. Co., 19 Wend. 36, 32 Am. Dec. 429.

5. Executors and administrators holding stock as such are entitled to vote, although the stock appears on the corporate books in the name of the person they represent. Matter of U. S. S. I. Ferry Co., 63 Barb. 571.

6. Election of directors by vote on stock owned by company will be set aside, and those having a majority of the outstanding stock declared elected. Ex parte Desdoity, 1 Wend. 98.

7. A company cannot so hold stock, that it may be voted upon by its officers or trustees. 5 Wend. 434; Ex parte Holmes, 5 Cow. 426.

8. By section 1, chapter 321, Laws of 1851, married woman may vote if stockholder in any bank, insurance company (other than mutual insurance company), manufacturing company, or any institution incorporated under the laws of this State, by proxy or otherwise.

24. Cumulative voting. The certificate of incorporation of any stock corporation 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 thirtieth, eighteen hundred and ninety-one, were entitled to the exercise of such right, may hereafter exercise such right according to the provision of this section.

§ 25. Voting trust agreements. A stockholder may, by agreement in writing, transfer his stock to any person or persons for the purpose of vesting in him or them the right to vote thereon for a time not exceeding five years upon terms and conditions stated, pursuant to which such person or persons shall act; every other stockholder, upon his request therefor, may, by a like agreement in writing, also transfer his stock to the same person or persons and thereupon may participate in the terms, conditions and privileges of

such agreement; the certificates of stock so transferred shall be surrendered and canceled and certificates therefor issued to such transferee or transferees in which it shall appear that they are issued pursuant to such agreement and in the entry of such transferee or transferees as owners of such stock in the proper books of said corporation that fact shall also be noted and thereupon he or they may vote upon the stock so transferred during the time in such agreement specified; a duplicate of every such agreement shall be filed in the office of the corporation where its principal business is transacted and be open to the inspection of any stockholder, daily, during business hours.

§ 26. Proxies. Every member of a corporation, except a relig ious 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 member 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. Ever proxy shall be revocable at the pleasure of the person executing it; but a corporation 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.

1. When the right of a stockholder to vote by proxy is not restricted by statute, the right cannot be restricted in any way by the by-laws so that a by-law that the proxies must be in the hands of a stockholder to be voted upon, is void. Matter of Lighthall Mfg. Co., 47 Hun, 258.

2. An alien stockholder cannot vote by proxy where, by the terms of the character, citizens only have the right to vote. 6 Wend. 509, 19 id. 635.

3. No director or trustee of a corporation can vote at a meeting of a board of directors or trustees by proxy. Craig Medicine Co. v. Merchants' Bank, 59 Hun, 561, 14 N. Y. Supp. 16.

4. As to right to vote by proxy, see editorial note to People's Home Sav. Bank c. Superior Court of San Francisco, 29 L. R. A. 844.

§ 27. Challenges. Every member of a corporation offering to vote at any election or meeting of the corporation shall, 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 following oath: "I do solemnly swear that in voting at this election I have not, either directly, indirectly or impliedly 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." 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 any thing 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 any thing of value to influence the giving of my vote at this meeting, or as a consideration therefor." 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.

Election of directors will not be set aside because illegal votes were given, unless they are challenged at election; nor although challenged, if after deducting the illegal votes cast, the persons declared elected have a clear majority of all the votes. In re Ins. Co., 19 Wend. 635.

If the directors shall not

§ 28. Effect of failure to elect directors. 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.

29. 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 members of the corporation for the purpose of electing directors, 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 directors, 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 immediately 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 pre

scribed 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 meeting.

A shareholder of a national bank is entitled to examine its list of shareholders and to make extracts therefrom for the purpose of negotiating for the purchase of its stock. The State corporation laws apply to national banks. People ex rel. Lorge v. Consol. Nat. Bank, 105 App. Div. 409,

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30. Mode of conducting special election of directors. Such meeting shall be held at the office of the corporation, 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.

At such meeting the members attending shall constitute a quorum. They may elect inspectors of election and directors and adopt by-laws providing for future annual 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.

§ 31. Qualification of voters and canvass of votes at special election. 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.

§ 32. Powers of supreme court respecting elections.

The supreme

court shall, upon the application of any person or corporation aggrieved by or complaining of any election 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 allegations 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.

Where votes

1. Ex parte Desdoity, 1 Wend. 98. See note to section 200. were improperly rejected by inspectors, if such votes would have been cast for and elected a certain ticket, supreme court cannot declare such tickets elected but must order a new election. In re R. R. Company, 19 Wend. 36, 32 Am. Dec. 429. 2. Court will not declare directors elected on application for such declaration, if they hold their officers and no attempt is made to oust them. 32 Wend. 592. 3. To set aside an election it must appear affirmatively that so many illegal votes were cast for the successful ticket, as to give it a majority which it would not otherwise have. The mere circumstance that improper votes were cast will not vitiate an election. Ex parte Murphy, 7 Cow. 153.

4. Notice of application to directors claimed to be illegally elected is sufficient. Ex parte Holmes, 5 Cow. 428.

5. The court will not enjoin the directors declared elected. M. v. R. C. Bank, 11 Paige, 119, 42 Am. Dec. 103.

6. This is the only method of review.

Court of equity has no jurisdiction. Thompson v. Tammany Society, 17 Hun, 312-315.

7. Where an application is so made to settle contests growing out of a disputed election, the court may go behind the transfer books of the company, and determine whether a transfer appearing thereon was a sale, or only a pledge of shares, and whether the pledgor or pledgee was entitled to vote thereon. In re James C. Strong v. Smith, 15 Hun, 222.

8. Notice to parties claiming to be elected, and to corporation, sufficient. It is not necessary that all stockholders have notice. 12 Abb. Pr. (N. S.) 395; Schoharie Valley R. R. case.

If an

§ 33. Stay of proceedings in actions collusively brought. 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