exceeding forty days prior to meetings of the stockholders, during which no transfer of stock on the books of the corporation may be made. Except in cases of express trust, or in which other provision shall have been made by written agreement between the parties, the record holder of stock which shall be held by him as security, or which shall actually belong to another, upon demand therefor and payment of necessary expenses thereof, shall issue to such pledger or to such actual owner of such stock, a proxy to vote thereon. 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 thirty, 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.† 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 * So in the original. This provision particularly affects corporations organized under the Business Corporation Act of 1875, for all corporations formed under it had the right of cumulative voting. See L. 1875, c. 611, § 26. 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 cancelled 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. No member of a corporation shall sell his vote or issue a proxy to vote to any person for any sum of money or anything of value. The books and papers containing the record of membership of the corporation shall be produced at any meeting of its members upon the request of any member. If the right to vote at any such meeting shall be challenged, the inspectors of election, or other persons presiding thereat, shall require such books, if they can be had, to be produced as evidence of the right of the person challenged to vote at such meeting, and all persons who may appear from such books to be members of the corporation may vote at such meeting in person or by proxy, subject to the provisions of this chapter. See L. 1853, c. 135, § 8; L. 1880, c. 510, § 2; L. 1890, c. 564, § 54; L. 1892, c. 687, § 20; L. 1901, c. 355. See 138 N. Y. 557; 148 N. Y. 519; 41 App. Div. 57. The following important changes were made in § 20 by L. 1901, c. 355: (1) Unless otherwise provided in the certificate, every stockholder of a stock corporation is entitled to one vote for each share of stock standing of record in his name. Formerly default in the payment of his subscriptions to stock, or disqualification by the by-laws, deprived such a stockholder of his right to vote. (2) It would seem that every stockholder of a non-stock corporation is now entitled to one vote unless disqualified by the by-laws. (3) The stockholders of a stock corporation may regulate, in the manner designated, the period, not exceeding forty days prior to their meetings, during which the transfer books shall be closed. The period was formerly ten days, was unalterably fixed by the provisions of § 20, and applied equally to stock and non-stock corporations. § 20 now specifies no period whatever in the case of non-stock corporations. (4) Except in certain named cases, the real owner or pledgor of stock standing in the name of another is entitled, upon demand and the payment of necessary expenses therefor, to receive a proxy to vote thereon. The former provision on this subject read: " Every pledgor of stock standing in his name on the books of the corporation shall be deemed the owner thereof for the purposes of this section." (5) Permitting agreements popularly termed "pools" or "voting trusts of stock. The provision relating to cumulative voting remains unchanged in text. See 138 N. Y. 557. § 21. Proxies.-Every member of a corporation, except a religious 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. Every 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. See L. 1890, c. 563, § 54; L. 1892, c. 687, § 21. § 22. 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 anything 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 anything 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 anything 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. See L. 1890, c. 564, § 54; L. 1892, c. 687, § 22; L. 1895, c. 672; L. 1901, c. 355. 23. Effect of failure to elect directors.-If the directors shall not 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. See L. 1796, c. 43, § 10; L. 1811, c. 67, § 4; L. 1848, c. 37, § 4; L. 1848, c. 40, § 4; L. 1848, c. 319, § 4; L. 1853, c. 117, § 4; L. 1853, c. 135, § 5; L. 1854, c. 232, §§ 4, 5; L. 1857, c. 546, § 4; L. 1872, c. 820, § 12; L. 1873, c. 397, § 4; L. 1874, c. 143, § 4; L. 1875, c. 267, § 5; L. 1875, c. 611, § 27; L. 1886, c. 236, § 6; L. 1887, c. 317, § 6; L. 1887, c. 501, § 3; L. 1888, c. 293, § 4; L. 1890, c. 563, § 18; L. 1892, c. 687, § 23. 8 24. 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 prescribed 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. See L. 1885, c. 489, §§ 3, 4; L. 1890, c. 564, §§ 53, 54; L. 1892, c. 687, § 24. * See § 20, Stock Corporation Law, ante. |