42a ceeding, 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, shall proceed forthwith, and in a summary way 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 order a new election, or make such order, and give such relief in the premises as right and justice may require; the court may, if the case require it, either order an issue to be made up in manner and form as it may direct, to try the rights of the respective parties to the office or franchise in question, or may give leave to exhibit, or direct the attorney-general to exhibit, an information in the nature of a quo warranto in relation thereto.

P. L. 1825, p. 82; R. S. (Ed. of 1846), p. 139, § 7; Act of 1875, § 44.

A stockholder is a person aggrieved within the meaning of the statute. (Election of St. Lawrence Steamboat Co., 44 N. J. Law, 529.) The Court may set aside the election and order the admission as directors of the persons properly elected. (In re Election of Cape May, &c., Nav. Co., 51 N. J. Law, 78.)

The inquiry before the Court is limited to the consideration whether or not the election complained of has been conducted according to the statutory provisions. (In re Leslie, 58 N. J. Law, 609.)

Where the stockholders of a corporation assemble in two bodies at the time and place appointed for an election of directors, and cast their ballots at separate polls, the court, in ascertaining the result of the election pursuant to investigation under Section 42 of the General Act, may consider the ballots cast at both polls. (In re Election of Directors of Cedar Grove Cemetery Co., 61 N. J. Law, 422.)

42a.* Chancellor may summarily investigate complaints touching elections. May restrain persons from exercising offices pending investigation.

Any person who may be aggrieved by or complain of any election for directors, or any proceeding, act or matter in or touching the same, may make application by petition to the chancellor, who, after requiring reasonable notice to be given to the adverse party or to those who are to be affected thereby,

*Arbitrary number; section inserted here merely for convenience of reference.

shall proceed forthwith and in a summary way to hear the § 43 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 order a new election, or make such order and give such relief in the premises as right and justice may require.

Pending the hearing and determination of any application to investigate an election of directors the chancellor may by order restrain the persons claiming to have been elected to the office of director from exercising any of the functions and duties of the office.

(Supplement of March 24, 1899. P. L. 1899, p. 563.)

This act attempted to confer upon the Chancellor jurisdiction over corporate elections concurrent with that of the Supreme Court. Vice-Chancellor Pitney held that the act is unconstitutional; that the power to inquire into and adjudicate upon the validity of an election of officers is by the constitution vested solely in the Supreme Court, and that the Legislature has no power to vest any part of that judicial jurisdiction in any other tribunal. (Goldstein v. Ewing, 49 Atl. Rep., 517.) Before this act was passed the Chancellor always refused to take jurisdiction of cases affecting corporate elections unless there was some element of fraud, breach of trust, or breach of agreement, or other specific ground for equitable relief. (See Johnston v. Jones, 23 N. J. Eq., 216, 226; Mechanics' Nat. Bank v. Burnet Mfg. Co., 32 N. J. Eq., 236, 239; Kean v. Union Water Co., 52 N. J. Eq., 813.)

43. Annual report to secretary of state.

Every domestic corporation and every foreign corporation doing business within this state, shall file in the office of the secretary of state within thirty days after the first election of directors and officers and annually thereafter within thirty days after the time appointed for holding the annual election of directors, a report authenticated by the signatures of the presient and one other officer, or by any two directors of the company, stating:

I. The name of the corporation;

II. The location (town or city, street and number, if number there be) of its registered office in this state, and the

§ 43 name of the agent upon whom process against the corporation may be served ;*

III. The character of its business;

IV. The amount of its authorized capital stock, if any, and the amount actually issued and outstanding;

V. The names and addresses of all the directors and officers of the company and when the term of office of each expires;

VI. The date appointed for the next annual meeting of the stockholders for the election of directors;

VII. Whether the name of such corporation has been at all times displayed at the entrance of its registered office in this state, and whether such corporation has kept at this registered office in this state a transfer book in which the transfers of stock are made, and a stock book containing the names and addresses of the stockholders and the number of shares held by them respectively, open at all times to the examination of the stockholders as required by law; provided, however, that the requirement of this subdivision shall not apply to foreign corporations nor to any railroad or canal corporation; and further provided, that no part of this section shall apply to corporations as are now by law under the supervision of the department of banking and insurance.

If such report is not so made and so filed the corporation shall forfeit to the state two hundred dollars, to be recovered with costs in an action of debt, to be prosecuted by the attorneygeneral, who shall prosecute such actions whenever it shall appear that this section has been violated; and further provided, if such report be not so made and filed, all of the directors of any such domestic corporation who shall willfully refuse to comply with the provisions hereof and who shall be in office during the default shall at the time appointed for the next election, and for a period of one year thereafter, be thereby rendered ineligible for election or appointment to any office in the company as directors or otherwise; no director shall be thus disqualified for the failure to make and file such report if he shall file with the secretary of state before the time appointed for *See Nickolson vs. Wheeling L. E. & P. Coal Co., 110 Fed. Rep., 105.

holding the next election of directors after said default, a certifi- § 43 cate stating that he has endeavored to have such report made and filed, but that the officers have neglected to make and file the same, and shall report the items required to be stated in such annual report so far as they are within his knowledge or are obtainable from sources of such information open to him, verified by him to be true to the best of his knowledge, information and belief; the secretary of state shall upon application furnish blanks in proper form and shall safely keep in his office all such reports and shall prepare an alphabetical index thereof, which reports and index shall be open to the inspection of all persons at proper hours.

2. In case any domestic corporation, or any foreign corporation authorized to transact business in this state, shall fail to file such report within the time required by this section, or in case the agent of any such corporation designated by any such corporation as the agent upon whom process against the corporation may be served shall die, or shall resign, or shall remove from the state, or such agent cannot with due diligence be found, it shall be lawful, while such default continues, to serve process against any such corporation upon the secretary of state, and such service shall be as effective to all intents and purposes as if made upon the president or head officer of such corporation, and within two days after such service upon the secretary of state as aforesaid, it shall be the duty of the secretary of state to notify such corporation thereof by letter directed to such corporation at its registered office, in which letter shall be inclosed a copy of the process or other paper served, and it shall be the duty of the plaintiff in any action in which said process shall be issued to pay to the secretary of state, for the use of the state, the sum of three dollars, which said sum shall be taxed as a part of the taxable costs in said suit if the plaintiff prevails therein; the secretary of state shall keep a book to be called the "process book," in which shall be recorded alphabetically, by the name of the plaintiff and defendant therein, the title of all causes in which processes have been served upon him, the test of the process so served and the return day thereof, and the date and hour when such service was made.

§ 43a

3. The terms "principal office," "principal office in this state" and "registered office," wherever used in this act, shall be construed as synonymous terms.

(As amended by Chap. 124, Laws of 1900; P. L. 1900, p. 313.)

P. L. 1872, p. 27; Act of 1875, § 49; P. L. 1877, p. 103; P. L. 1894, p. 194; P. L. 1895, p. II.

As to when stock is issued, see Storage Co. v. Assessors, 56 N. J. Law, 389, 393.

"For the addresses of the directors and officers it is permissible to state the post office address of the registered office of the company within this state," under the provision that "Whenever by any law of this state, in any such certificate, report, or statement, the residence or post office address of any incorporator, stockholder, director or other officer is required to be set forth or given it shall be and be deemed a full compliance with such provision to give as such post office address the post office address of the registered office of the company within this state." (Section 43a, post.)

This provision renders it unnecessary to disclose the non-residence of any stockholder or officer, and is for the purpose of protection against the tax authorities of other States, which, especially New York, were said to have caused an examination to be made of the records of the State of New Jersey in order to secure the names of stockholders residing in their respective States upon whom to serve notice of taxation both of the corporation and of the stockholders.

43a.* Every certificate and report must give address of New Jersey office and name of agent.

Every certificate, report or statement now or hereafter required by any law of this state to be made to any officer or department of this state, or to be published, filed or recorded by any corporation, domestic or foreign, shall, in addition to the other matter required by law, set forth the location (town) or city, street and number, if number there be) of its principal office in this state, and the name of the agent therein and in charge thereof, and upon whom process against the corporation may be served.

No certificate, statement or report shall hereafter be received, filed or recorded by any officer or in any office of this state unless the same shall comply with the foregoing provisions.

* Arbitrary number; section inserted here merely for convenience of reference