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 corporation shall be located; and when so recovered, the amount shall be paid into the treasury of such county for the use thereof. 52. 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, of chapter eighteen of the first part of the Revised Stat utes. * * See ante, Nos. 1 to 10 inclusive. 53. May buy land and issue stock. (Laws of 1870, ch. 773.) [Section 1 amends Laws of 1853, ch. 117.] § 2. The trustees of any company organized or hereafter to be organized under said act, may purchase lands 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 to 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. 54. Companies may consolidate. (Laws of 1873, ch. 616.) SECTION 1. Any two or more companies heretofore organized, or which shall hereafter be organized, under the act entitled "An act to authorize the formation of companies for the erection of buildings," passed April fifth, eighteen hundred and fifty-three, or any of the acts amending or extending the same, are hereby authorized to consolidate such companies into a single company in manner following: The trustees of any two or more such companies may enter into and make an agreement under their respective corporate seals, for the consolidation of the said companies, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new company, the number of trustees thereof, the names of the trustees who shall manage the concerns of the new company for the first year and until others shall be elected in their places, the name of the town or towns, county or counties, in which the opera tions of the new company are to be carried on, the amount of capital and number of shares of the stock into which the same is to be divided (which capital shall not be larger in amount than the aggregate amount of capital of the several companies thus to be consolidated, and shall not be increased or diminished except in accordance with the provisions of the first mentioned act or the act or acts amending or extending the same), the manner of converting the shares of capital stock in each of said companies into the shares of such new company, with such other particulars as they may deem necessary, not inconsistent with the provisions of the said act entitled "An act to authorize the formation of companies for the erection of buildings," passed April fifth, eighteen hundred and fiftythree, or any of the acts amending or extending the same. 55. Agreement to be submitted to stockholders; in case any stockholder objects to consolidation. 2. Such agreement of the trustees of the companies so proposing to consolidate shall be submitted to the stockholders of each of said companies respectively, separately, at a meeting thereof to be called upon a notice signed by a majority of the trustees thereof, specifying the time and place of such meeting, and the object thereof, published for at least three successive weeks in the state paper, and in one of the newspapers published in each of the counties in which either of the said companies shall have its place of business, and of which said notice a written or printed copy shall be deposited in the postoffice, post-paid, addressed to each stockholder at his last known place of residence, at least three weeks previous to the day fixed upon for holding such meeting, and in case such agreement shall be sanctioned and approved by such stockholders by the vote of at least two thirds in amount of the stockholders present, at such meetings respectively, voting by ballot in regard to such agreement, either in person or by proxy, each share of such capital stock being entitled to one vote, then the same shall be deemed to be the agreement of the said several companies, and a sworn copy of the proceedings of such meetings, made by the secretaries thereof respectively, and attached to the said agreement, shall be evidence of the holding and of the action of such meetings in the premises. If any stockholder shall, at said meeting of stockholders, or within twenty days thereafter, object to the said consolidation, and demand payment for his stock, such stockholder or said new company may, if said consolidation take effect at any time thereafter, apply to the supreme court, at any special term thereof held in any county in which the said new company may have its place of business, for the appointment of three persons to appraise the value of said stock, and shall designate the time and place of meeting of such appraisers, and give such directions in regard to the proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which payment for such stock shall be made to such stockholder. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve, or otherwise; the appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock, at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said company, and another to the said stockholder, if demanded; the charges and expenses of the appraisers shall be paid by the new company. When the company shall have paid the amount of the appraisal, as directed by the court, such stockholder shall cease to have any interest in the said stock, and in the corporate property of the said company, and the said stock may be held or disposed of by the said company. 56. When companies to be merged. § 3. Upon the making, sanctioning and approving of the said agreement, in the preceding sections mentioned in the manner therein required, and upon the filing of the duplicates or counterparts thereof, and of the verified copies of the meetings of the stockholders of the several companies showing their action in respect to such proposed consolidation in the office of the clerk of the county or counties in which the operations of said new company are to be carried on, and in the office of the secretary of state, then and immediately thereafter the said companies agreed to be consolidated shall be merged in the new company provided for in the said agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein, only such new company shall not have any larger powers than are granted by the said act mentioned in the first section hereof, and the acts amending and extending the same, nor be exempt from the performance of any duty which the said several companies may be liable to perform. 57. General powers. 4. Such new companies shall possess the general powers and be subject to the general liabilities and restrictions expressed in the third title of the eighteenth chapter of the first part of the Revised Statutes, and to all the liabilities and restrictions to which either of the companies from which it has been formed were subject. It shall also have the general powers and privileges, and be subject to the general liabilities, restrictions, duties and provisions expressed and contained in the said act entitled "An act to authorize the formation of companies for the erection of buildings," passed April fifth, eighteen hundred and fifty-three, or any of the acts amending or extending the same, so far as the same may be applicable |