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Chap 384. AN ACT to amend the stock corporation law, relating to annual
reports and liabilities of officers, directors and stockholders of
foreign stock corporations. Became a law May 7, 1897, with the approval of the Governor.
Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows:
Section 1. Section seven of chapter five hundred and sixty-four of the laws of eighteen hundred and ninety, entitled "An act in relation to stock corporations, constituting chapter thirty-six of the general laws,” as amended by chapter six hundred and eighty. eight of the laws of eighteen hundred and ninety-two, is hereby amended to read as follows:
$ 7. Combinations abolished.-No domestic stock corporation and no foreign corporation doing business in this state shall combine with any other corporation or person for the creation of a monopoly or the unlawiul restraint of trade or for the prevention of competition in any necessary of life.
§ 2. Section thirty of article two of such act is hereby amended to read as follows :
§ 30. Annual report.-Every domestic stock corporation and every foreign stock corporation doing business within this state, except moneyed 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 directors, and verified by the oath of the president or vice-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 within this state where its principal business office may be located. If such report is not so made and filed, all the directors of the corporation shall jointly
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and severally 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 Lave 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 certificate a report containing the items required to be stated in such annual report, so far as they are within his knowledge 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.
§ 3. Section fifty-three of such act is hereby amended to read as follows :
§ 53. Stock books of foreign corporations. Every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book to be known as a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, 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. Such stock book shall be open daily, during business hours, for the inspection of its stockholders and judgment creditors, and any officer of the state authorized by law to investigate the affairs of any such corporation. If any such foreign stock corporation has in this state a transfer agent, whethersuch agent shall be a corporation or a natural person, such stock book may be deposited in the office of such agent and shall be open to inspection at all times during the usual hours of transacting business, to any stockholder, judg. ment creditor or officer of the state authorized by law to investigate the affairs of such corporation. For any refusal to allow such book to be inspected, such corporation and the officer or agent so refusing shall each forfeit the sum of two hundred and fifty dollars to be recovered by the person to whom such refusal was made.
§ 4. Article three of such act is hereby amended by adding at the end thereof a new section to be known as section sixty, and to read as follows :
$ 60. Liabilities of officers, directors and stockholders of foreign corporations.- Except as otherwise provided in this chapter the officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad cor. porations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for :
1. The making of unauthorized dividends; 2. The creation of unauthorized and excessive indebtedness; 3. Unlawful loans to stockholders; 4. Making false certificates, reports or public notices; 5. An illegal transfer of the stock and property of such corporation, when it is insolvent or its insolvency is threatened;
6. The failure to file an annual report.
Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations.
§ 5. This act shall take effect immediately.
fifteen hundred thousand inhabitants.
Passed, a majority being present.
Section 1. A corporation, association, company, copartnership Price of or person shall not charge or receive for illuminating gas in a city, sated. as now constituted, which has a population of fifteen hundred thousand, sums to exceed, per thousand cubic feet, during the remainder of the year eighteen hundred and ninety-seven, one dollar and twenty cents; during the year eighteen hundred and ninetyeight, one dollar and fifteen cents; during the year eighteen hun. dred and ninety-nine, one dollar and ten cents; during the year nineteen hundred, one dollar and five cents, and during each year thereafter, one dollar.
$ 2. Such a corporation, association, company, copartnership or id. person shall not charge for illuminating gas for the use of any such city, sums to exceed, per thousand cubic feet, during the remainder
territory not to affect act.
of the year eighteen hundred and ninety-seven, one dollar; during the year eighteen hundred and ninety-eight, ninety-seven and a half cents; during the year eighteen hundred and ninety-nine, ninety-five
cents; during the year nineteen hundred, ninety-two and a half Act not ap- cents, and during each year thereafter, ninety cents, but this act
shall not apply to that portion of the city of New York which for: merly constituted the town of Kingsbridge, or that portion of said city which was annexed thereto by chapter nine hundred and thirty-four of the laws of eighteen hundred and ninety-five, en. titled "An act to annex to the city and county of New York, ter. ritory lying within the incorporated villages of Wakefield, East Chester and Williamsbridge, the town of Westchester, and portions
of the towns of East Chester and Pelham.” Change of $ 3. A change hereafter effected in the territory or boundaries of
such a city, either by annexation, consolidation or otherwise, shall not be deemed to enlarge or change the territory within which the price of gas is regulated as herein provided, but this act shall con. tinue in force for the purpose of regulating the price of gas in such city, as now constituted, notwithstanding any subsequent change of
territory, but shall not apply in or to territory not now in such city. Standard § 4. The illuminating gas furnished by any such corporation, as
sociation, company, co-partnership or person shall have an illum. inating power of not less than twenty-two sperm candles of six to the pound, 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 manufacture, by a burner consuming five cubic feet of gas per hour, and shall, as regards purity, comply with the standard now or hereafter established by law.
§ 5. All acts and parts of acts inconsistent with this act are
hereby repealed. When $ 6. This act shall take effect on the first day of May, eighteen
hundred and ninety-seven.
Standard of illuminating power.
thereof, relative to securities in which deposits may be
Passed, three-fifths being present.
Section 1. Subdivision five of section one hundred and sixteen Banking of chapter six hundred and eighty-nine of the laws of eighteen amended. hundred and ninety-two, entitled "An act in relation to banking corporations,” as amended by chapter four hundred and fifty-four of the laws of eighteen hundred and ninety-six, is hereby further amended to read as follows:
5. In the stocks or bonds of the following cities: Boston, InwestWorcester, Cambridge, Lowell, Fall River, Springfield and de Holyoke in the state of Massachusetts; Saint Louis, in the state of Missouri; Cleveland, Cincinnati and Toledo in the state of Ohio; Detroit and Grand Rapids, in the state of Michigan; Provi. dence in the state of Rhode Island; New Haven and Hartford in the state of Connecticut; Portland in the state of Maine; Philadelphia, Pittsburg, Allegheny, Reading and Scranton in the state of Pennsylvania; Minneapolis and Saint Paul in the state of Minnesota; Des Moines in the state of Iowa; Milwaukee in the state of Wisconsin; Louisville in the state of Kentucky; Paterson, Trenton, Newark and Camden in the state of New Jersey; Balti. more, in the state of Maryland. If at any time the indebtedness of any of said cities, less its water debt and sinking fund, shall exceed seven per centum of its valuation for purposes of taxation, its bonds and stocks shall thereafter, and until such indebtedness shall be reduced to seven per centum of the valuation for the purposes of taxation, cease to be an authorized investment for the moneys of savings banks, but the superintendent of the bank. ing department may, in his discretion, require any savings bank to sell such bonds or stocks of said city, as may have been pur. chased prior to said increase of debt.
$ 2. This act shall take effect immediately.