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created under this act; but such amendment or repeal shall not, nor shall the dissolution of any such company take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.

Companies may increase or diminish stock. § 20. Any corporation or company heretofore formed, either by special act or under the general law, and now existing for any manufacturing, mining, mechanical or chemical purposes, or any company which may be formed under this act, may increase or diminish its capital stock by complying with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation, and may also extend its business to any other manufacturing, mining, mechanical or chemical business, subject to the provisions and liabilities of this act. But before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceed the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceed such diminished amount of capital; and any existing company, heretofore formed under the general law, or any special act, may come under and avail itself of the privileges and provisions of this act, by complying with the following provisions, and thereupon such company, its officers and stockholders, shall be subject to all the restrictions, duties and liabilities of this act.

46 N. Y., 593; 19 Hun, 577.

[See L. 1872, ch. 611, ante, p. 1733.]

Notice thereof to be given. § 21. Whenever any company shall desire to call a meeting of the stockholders, for the purpose of availing itself of the privileges and provisions of this act, or for increasing or diminishing the amount of its capital stock, or for extending or changing its business, it shall be the duty of the trustees to publish a notice signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting; specifying the object of the meeting, the time and place, when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital, and the business to which the company would be extended or changed, and a vote of at least twothirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock, or the extension or change of its business as aforesaid, or to enable a company to avail itself of the provisions of this act. 19 Hun, 577.

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Meetings, how to be organized and conducted. § 22. If at any time and place specified in the notice provided for in the preceding section of this act, stockholders shall appear in person or by proxy, in number representing not less than twothirds of all the shares of stock of the corporation, they shall organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present, in person or by proxy, and if on canvassing the votes it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, or of extending or changing its business as aforesaid, or for availing itself of the privileges and provisions of this act, a certificate of the proceedings, showing a compliance with the provisions of this act, the amount of capital actually paid in, the business to which it is extended or changed, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman, and be countersigned by the secretary, and such certificate shall be acknowledged by the chairman, and filed as required by the first section of this act, and when so filed, the capital stock of such corporation shall be increased or diminished, to the amount specified in such certificate, and the business extended or changed as aforesaid, and the company shall be entitled to the privileges and provisions, and be subject to the liabilities of this act, as the case may be.

Indebtedness of companies. § 23. If the indebtedness of any such company shall at any time exceed the amount of its capital stock, the trustees of such company assenting thereto shall be personally and individually liable for such excess to the creditors of such company.

36 Hun, 622; 37 Hun, 341.

Saving clause. § 24. No stockholder shall be personally liable for the payment of any debt contracted by any company formed under this act, which is not to be paid within one year from the time the debt is contracted, nor unless a suit for the collection of such debt shall be brought against such company within one year after the debt shall become due; and no suit shall be brought against any stockholder who shall cease to be a stockholder in any such company, for any debt so contracted, unless the same shall be commenced within two years from the time he shall have ceased to be a stockholder in such company, nor until an execution against the company shall have been returned unsatisfied in whole or in part.

53 N. Y., 371; 47 Barb., 161; 41 Barb., 171; 25 How. Pr. R., 75; 50 N. Y,, 568; 6 Hun, 55; 14 Hun, 605; 74 N. Y., 137; 76 N. Y., 9; 23 Hun, 256; 27 Hun, 307; 89 N. Y., 338; 88 N. Y., 129; 95 N. Y., 295; 90 N. Y., 353; 107 N. Y., 96; 29 Hun, 39.

Book containing the names of stockholders to be kept with amount of stock. § 25. It shall be the duty of the trustees of every such corporation or company, to cause a book to be kept by the treasurer or clerk thereof, containing the names of all persons alphabetically arranged, who are or shall, within six years, have been stockholders of such company, and showing their places of residence, the number of shares of stock held by them respectively, and the time when they respectively became the owners of such shares; and the amount of stock actually paid in; which book shall, during the usual business hours of the day, on every day except Sunday and the fourth day of July, be open for the inspection of stockholders and creditors of the company, and their personal representatives, at the office or principal place of business of such company, in the county where its business operations shall be located; and any and every such stockholder, creditor or representative, shall have a right to make extracts from such book; and no transfer of stock shall be valid for any purpose whatever, except to render the person to whom it shall be transferred liable for the debts of the company, according to the provisions of this act, until it shall have been entered therein as required by this section, by an entry showing to and from whom transferred. Such book shall be presumptive evidence of the facts therein stated, in favor of the plaintiff, in any suit or proceeding against such company, or against any one or more stockholders. Every officer or agent of any such company, who shall neglect to make any proper entry in such book, or shall refuse or neglect to exhibit the same, or allow the same to be inspected, and extracts to be taken therefrom, as provided by this section, shall be deemed guilty of a misdemeanor, and the company shall forfeit and pay to the party injured, a penalty of fifty dollars for every such neglect or refusal, and all the damages resulting therefrom: And every company that shall neglect to keep such book open for inspection as aforesaid, shall forfeit to the people the sum of fifty dollars for every day it shall so neglect, to be sued for and recovered in the name of the people, by the district-attorney of the county in which the business of such corporation shall be located; and when so recovered, the amount shall be paid into the treasury of such county for the use thereof. 18 Barb., 152; 52 N. Y., 203; 13 Hun, 492; 41 Hun, 20; 43 Hun, 188.

General powers. § 26. Every corporation created under this act shall possess the general powers and privileges and be subject to the liabilities and restrictions contained in title third, chapter eighteen of the first part of the Revised Statutes, and the provisions of section six, article first, title two, chapter thirteen of the first part of the Revised Statutes, shall apply to every such corporation. [Thus amended by L. 1861, ch. 170.]

45 Hun, 193.

When treasurer to render statement of assets, etc.; forfeiture. § 27. Whenever any person or persons owning five per cent of the capital stock of any company, not exceeding one hundred thousand dollars, or any person or persons owning three

per cent of the capital stock of any company exceeding one hundred thousand dollars, formed under the provisions of this act, shall present a written request to the treasurer thereof that they desire a statement of the affairs of such company, it shall be the duty of such treasurer to make a statement of the affairs of said company, under oath, embracing a particular account of all its assets and liabilities, in minute detail, and to deliver such statement to the person who presented the said written request to said treasurer, within twenty days after such presentation, and shall also at the same time and place keep on file in his office, for six months thereafter, a copy of such statement, which shall at all times during business hours be exhibited to any stockholder of said company demanding an examination thereof; such treasurer, however, shall not be required to deliver such statement in the manner aforesaid, oftener than once in any six months. If such treasurer shall neglect or refuse to comply with any of the provisions of this act, he shall forfeit and pay to the person presenting said written request the sum of fifty dollars, and the further sum of ten dollars for every twenty-four hours thereafter until such statement shall be furnished, to be sued for and recovered in any court having cognizance thereof. [Sec. 27 added by L. 1854, ch. 201, and thus amended by L. 1862, ch. 472, § 1.]

43 Hun, 188.

[L. 1862, ch. 472, § 2. Should not any such written statement as is required by section oneof this act, be demanded during the year preceding the annual meeting of the stockholders of any company, formed under the provisions of this act, for the election of directors or trustees, it shall be the duty of the treasurer of every such company to prepare and exhibit to the stockholders then and there assembled, a general statement of the assets and liabilities of such company. 43 Hun, 189.]

L. 1851, Chap. 14 An act to extend the operation and effect of the act passed February 17, 1848, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical

urposes.

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Extended to raising of vessels. SECTION 1. Any three or more persons may organize and form themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, one thousand eight hundred and forty-eight, for the purpose of constructing and using machines for the raising of vessels or other heavy bodies.

Not limited to county. § 2. Every corporation so formed shall be subject to all! the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the benefits and privileges thereby conferred, except that such corporations shall not be confined in their operations to the county in which their certificate shall be filed.

L. 1853, Chap. 333 – An act to amend an act to authorize the_formation of corporations for manufacturing, mining, mechanical and chemical purposes, passed February 17, 1848.

Certificate. SECTION 1. Any certificate hereafter filed, under the provisions of the above entitled act, may designate one or more places where the company may carry on their business.

38 Hun, 326; 40 Hun, 485; 44 Hun, 545.

Company may purchase mines, manufactories, etc., and issue stock. § 2. The trustees of such company may purchase mines, manufactories, and other property necessary for their business, and issue stock to the amount of the value thereof in payment therefor; and the stock so issued shall be declared and taken to be full stock, and not liable to any further calls; neither shall the holders thereof be liable for any further payments under the provisions of the tenth section of the said act; but in all statements and reports of the company, to be published, this stock shall not be stated or reported as being issued for cash paid into the company, but shall be reported in this respect according to the fact.

57 N. Y., 133; 55 N. Y., 407; 47 N. Y., 228; 46 N. Y., 592; 17 Hun, 207; 14 Hun, 468; 18 Hun, 914; 63 N. Y., 93; 73 N. Y., 100; 21 Hun, 472; 80 N. Y., 128; 86 N. Y., 95; 89 N. Y., 122; 90 N. Y., 87; 46 Hun, 248; 106 N. Y., 277.

L. 1855, Chap. 301 – An act to extend the operation and effect of the act passed February 17, 1848, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes.

Extended to preserving ice. SECTION 1. Any three or more persons may organize themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations, for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, one thousand eight hundred and forty-eight, for the purpose of collecting, storing and preserving ice, of preparing it for sale, of transporting it to the city of New York or elsewhere, and of vending the same.

Made subject to other laws. § 2. Every corporation so formed shall be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the benefits and privileges thereby conferred, except that such corporations shall not be confined in their operations to the county in which their certificate shall be filed.

32 Hun, 475; 99 N. Y., 181.

L. 1857, Chap. 29 - An act to amend an act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes," passed February 17, 1848.

Salt companies when to pay in stock. SECTION 1. No incorporated company organized or hereafter to be organized for the manufacture of salt, under the "Act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes," passed February 17, 1848, shall be deemed dissolved, or shall be dissolved, on account of the capital stock of such company not being paid in, the one-half within one year, and the other half within two years from the incorporation of such company, provided that such stock shall be paid in within four years from the organization of such company.

Extension of existence. § 2. Whenever any company, formed under said act, shall have fixed the duration of its corporate existence for a less period than it was privileged to do by the first section of said act, it may by a vote of the stockholders representing a majority of the stock, and upon executing and acknowledging a new or amended certificate under its corporate seal, signed by the president and two-thirds of its directors, or trustees, and filing the same in the county where its business shall be carried on, and in the office of the secretary of state, extend the term of its corporate existence from time to time, to a period not longer in the aggregate than it could have originally fixed the same, and shall thereupon possess all the powers and privileges, and be subject to all the liabilities mentioned in said act, during such extension of its existence. [Thus amended by L. 1867, ch. 12.]

Principal place of business. § 3. If any company shall be formed under said act, for the purpose of carrying on any part of its business, in any place out of this state, the said certificate shall so state, and shall also state the name of the town and county in which the principal part of the business of said company within this state is to be transacted, and said town and county shall be deemed the town, place and county in which the operations and business of the company are to be carried on, and its principal place of business within the meaning of the provisions of this act.

19 Hun, 259; 44 Hun, 545.

L. 1860, Chap. 269 – An act to amend the act entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical purposes," passed February seventeenth, eighteen hundred and forty-eight.

Number of trustees. SECTION 1. The act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical pur

poses," passed February seventeenth, eighteen hundred and forty-eight, is hereby amended so as to allow corporations to be hereafter organized under said act, with not less than three and not more than thirteen trustees, instead of being limited to nine in number, as provided in said act.

[See L. 1883, ch. 232, amending § 3 of the general act, ante, p. 1956.]

Trustees, number of, how increased or reduced. § 2. The number of trustees in any corporation, organized before, or since, the eleventh day of April, eighteen hundred and sixty, or which shall hereafter be organized under the said act, may be increased to not more than thirteen, or may be reduced to not less than three, as follows: The existing trustees of any such corporation, or a majority of them, shall make and sign a certificate, declaring how many trustees the corporation shall have in the future management of its business, and, in case the number of trustees be increased, stating the names of the new, or additional trustees, and, in case the number of trustees be reduced, stating the number to which the trustees shall be reduced; which certificate shall be acknowledged by the trustees signing the same, or proved by a subscribing witness, and shall be filed in the office. of the clerk of the county where the original certificate of incorporation was filed, and a duplicate or transcript thereof, duly certified under the official seal of such celrk, filed in the office of the secretary of state; and, in the case of an increase of the number of trustees, from and after the filing of such certificate and duplicate or transcript, the trustees of such corporation shall be deemed increased to the number therein stated, and the persons so named in such certificate shall be trustees until a new election of trustees shall be had, according to the said act, and the by-laws or regulations of such corporation. And in the case of the reducing of the number of trustees, the number stated in such certificate as the number of trustees which shall manage the business of such corporation, shall be deemed the number of trustees of such corporation to be elected, according to said act, and the by-laws and regulations of such corporation, at the next election and thereafter, after the filing of such certificate and duplicate or transcript; and in case a vacancy or vacancies shall occur in the board of trustees of such corporation, by resignation or otherwise, after the filing of such certificate and duplicate or transcript reducing the number of trustees, before the next election of trustees after such filing, no election shall be had in the meantime to fill such vacancy or vacancies while the number of trustees remaining shall equal or exceed the number to which the trustees are reduced in such certificate. [Thus amended by L. 1878, ch. 316.]1

6 Hun, 236.

L. 1861, Chap. 170-An act to amend an act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical, or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight.

[Section 1 amends L. 1848, ch. 40.]

Place of business. § 2. No company organized under the provisions of said act to authorize the formation of corporations for manufacturing, mining, mechanical

The first section of the amendatory act, L. 1878, ch. 316, commences as follows:

SECTION 1. The second section of chapter two hundred and forty-eight of the laws of eighteen hundred and sixty-seven, entitled, “An act to amend the act passed April eleventh, eighteen hundred and sixty, chapter two hundred and sixty-nine, entitled An act to amend the act entitled An act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical purposes,' passed February seventeenth, eighteen hundred and forty-eight," is hereby amended so as to read as follows: Then follows the matter which the editor has inserted above, as an amendment to L. 1860, ch. 269, § 2. The act amended, L. 1867, ch. 248, is entitled:

An act to amend the act passed April eleventh, eighteen hundred and sixty, chapter two hundred and sixty-nine, entitled "An act to amen the act entitled An act to authorize the formation of corporations for manufacturing, mining, mechanical and chemical purposes,"" passed February seventeenth, eighteen nundred and forty-eight.

There is no mention, in the body of the act of 1867, of the act of 1860. The first section amends § 1 of the general manufacturing act, L. 1848, ch. 40, describing it correctly; the second section proceeds thus: "2. The second section of the said act is hereby amended so as to read as follows," etc. This is the section amended by the act of 1878. By resorting to the title of the act of 1867, the editor has been able to discover the intent of the legislature, and he has followed it out. Whether the courts will do so, if any questior should arise thereupon, must be left to the reader's judgment.

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