holders entitled to vote. election of directors; and that it shall be the duty of the secretary, clerk, treasurer, or other officer of each and every incorporated stock company who shall have charge of the transfer books of said company to prepare and make out, at least ten days before every election of said company, a full, true and complete list of all the stock- List of stockholders of said company entitled to vote at the ensuing election, with the number of shares held by each, which list shall be made and arranged in alphabetical order, and shall at all times during the usual hours of business be open to the examination of any stockholder of such company; and if any officer having charge of such books or list shall, upon demand by any stockholder, as aforesaid, refuse or neglect to exhibit such books or list, or submit them to examination, as aforesaid, he shall for every such offence forfeit the sum of two hundred Penalty for redollars, the one-half thereof to the use of the state of New Jersey, 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 costs of suit; and further, that the The books exbook or books aforesaid, shall be the only evidence who who are stockare the stockholders entitled to examine such book or books, or list, and to vote in person or proxy at any election for directors of said company, and the persons receiving the greatest number of votes shall be directors or managers. fusing to exhibit clusive evidence holders. by ballot. 37. All elections for managers or directors of every in- Elections to be corporated company in this state shall be held by ballot (unless otherwise expressly provided in their respective charters), and that the poll at every such election shall be opened between the hours of nine o'clock in the morning and five o'clock in the afternoon, and shall continue open at least one hour by daylight, and shall close before nine o'clock in the evening. (See Sec. 17.) 38 Unless otherwise provided in their respective char-chave to ters, certificates or by-laws, at every such election each proxy allowed. stockholder shall be entitled to one vote for each share Persons holding stock as executors, etc., may vote. Non-resident stockholders may vote. List of stockholders to be produced at elections. director not to of the capital stock of said company held by him or her, which vote may be given in person or by proxy; but no proxy shall be voted on, allowed or received, for more than three years from its date; nor shall any share or shares of stock be voted on at any election which have been transferred on the books of the company within twenty days next preceding such election. 39. Every person holding stock in any company as executor, administrator, guardian or trustee, shall represent the share or stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledge his stock as collateral security, may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder. (See Sec. 249.) 40. So much and such parts of the several acts of incorporation in this state, or any law thereof as prohibits stockholders residing out of the state from voting on stock held by them, are hereby repealed. 41. The board of directors or managers of each and every incorporated company in this state issuing stock shall be required to produce at the time and place of election of such incorporated company during the whole time such election shall be open, a full, true and complete list of all the stockholders of said company entitled to vote at such election, with the number of shares held by each; which list shall be arranged in alphabetical order, and subject to the inspection of any stockholder who may be present at such election; and upon the neglect or refusal of said directors or managers to produce said list at any election of said company, they shall be ineligible to any office at such election. 42. No person who is a candidate for the office of Candidate for director in any incorporated company of this state shall be judge of elec- act as judge, inspector or clerk, or in any other character, as the conductor of any election for directors of such company; and in case any person so acting or conduct tion. ing at any election shall be elected a director his election to vote on their own stock. 43. If any incorporated company in this state shall Companies not purchase any of the stock of such company, or take the same in payment or satisfaction of any debt due to them, such company shall not vote, in virtue of their stock so purchased or taken, either directly or indirectly, at any election for directors of said company. Supreme court summarily to ings at elections. 44. It shall be the duty of the supreme court, upon may proceed the application of any person or persons, or a body cor- review proceedporate, who may be aggrieved 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 matter or causes of complaint, and thereupon 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 said supreme court to require; provided, that the said supreme court Proviso. 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. 45. No by-law of the directors and managers of any incorporated company regulating the election of directors. By-laws as to elections to be made thirty days previous to any election. On failure to hold election new one shall be or officers of such company shall be valid unless the same shall have been made thirty days previous to any election of such company, and subject to the inspection of any stockholder; and in all cases where the right of voting upon any share or shares of stock of any incorporated company of this state shall be questioned, it shall be the duty of the inspectors of the election to require the transfer book of said company as evidence of stock held in the said company, and all such shares as may appear standing thereon, in the name of any person or persons shall and may be voted on by such person or persons directly by themselves or by proxy, subject to the provisions of the act of incorporation. 46. If, at any time hereafter, the election for directors had on notice. 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, or by the by-laws of any such corporation, 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 thereafter as soon as conveniently may be (see Sec. 224); 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, or by said by-laws, the election ought to have been held; which said right so to vote shall be exercised by the person so appearing, as aforesaid, upon the transfer books of such company, on any day when such election may be held; no failure to elect directors at the time required by law shall work any forfeiture or dissolution of the corporation, but any justice of the supreme court may summarily order such election to be held upon the application of any stockholder, and punish the directors as for a contempt of A court for any neglect or failure to obey the order of such justice in reference to such election. Director must holder. 47. It shall not be lawful for any person to be elected be a stocka director of any body corporate in this state, issuing stock, unless such person shall be at the time of his election a bona fide holder of some of the stock of said body corporate. When not, he a director. 48. When any person, a director of any body corpo- shall cease to be rate, shall cease to be a bona fide holder of some of the stock thereof, he shall cease thereupon to be a director thereof. As amended. List of names or agers, &c., to be secretary of state. 49. *That it shall be the duty of all corporations which 1877, p. 103. may now or hereafter be authorized to transact business in this state, whether organized under general or special directors, manlaws, although such corporation may not be organized filed in office of under the laws of this state, and they are hereby required to file, on or before the thirtieth day of June next, and annually thereafter within thirty days after the usual time of the annual election of directors, managers or trustees and the officers thereof, whether such election shall have been held on the day fixed by law or not, in the department of state of this state a complete list, duly authenticated by the signatures of the president and secretary, of the names of such directors, managers, trustees and officers, with the date of the election or appointment, term of office and residence of each; and also to designate the business and the location of the principal office or place of business of the company in this state, as also in the state where organized; and for this purpose it shall be the duty of the secretary of state to furnish blanks in proper form, and to safely keep in his office all lists so filed, and issue to the company so filing his issue certificate certificate thereof, and also to prepare an alphabetical index thereto, which lists and index shall be submitted to the inspection of persons interested at all proper *NOTE.-The amendment substituted an entire new section with provisions same as former section but requirements stated more in detail. of filing. |