grounds, burial places, and alleys, in said village, under the direction of the President and Trustees, and shall see that the by-laws and ordinances are properly observed. Justice to be pub (2141.) SEC. 44. The docket of the Clerk, kept by him as Docket of Police such Police Justice, shall be and remain a public record in his lic Record. office, and shall be delivered over, together with all other books and papers belonging to his office as clerk, to his successor in office; and his successor in office shall be authorized to continue and complete all proceedings commenced by his predecessor in office as such Police Justice. Villages may (2142.) SEC. 45. Any incorporated village may organize Incorporated under the provisions of this act, by a vote of the electors of organize under such village at the annual election of village officers for such village. This act shall take effect immediately. this Act. CHAPTER LXXIII. GENERAL PROVISIONS RELATING TO CORPORATIONS. SECTION 2143. Corporations may sue and be sued, elect Officers, and make By-Laws. 2144. Nature of By-Laws. 2145, 2146. Notice of Meetings. 2147. When Notice unnecessary. 2149. Corporation may hold and convey Land, 2150. Corporation to continue three years after dissolution, for certain purposes. 2151. When Franchise, etc., may be Sold on Execution. 2152. Notice of Sale on Execution. 2153. Adjournment of Sale. 2154. Who considered highest bidder. 2155. Officer's return, and rights of purchasers. 2156. Purchaser may recover Penalties which Corporation might have recovered. 2157. Powers and duties of Corporation after Sale of Franchise. 2158. Franchise, how redeemed. SECTION 2159. How damages may be recovered in certain cases. 2160. Where proceedings on Execution, etc., 2161. When contribution may be enforced in 2162. What Acts of Incorporation may be alter- 2163. Returns to Supervisors. 2165. Forfeiture for transferring Shares fraudu- 2166. Returns to State Treasurer. 2167. Examination of Banks and other Corpora- 2168. Notice of application for alteration or 2169. Where Notice to be published. sue and be sued, Laws. Chapter Fifty-Five of Revised Statutes of 1846. Corporations may (2143.) SECTION 1. All Corporations shall, when no other and make By: provision is specially made, be capable, in their corporate name, to sue and be sued, appear, prosecute and defend all actions and causes to final judgment and execution, in any Courts or elsewhere; to have a common seal, which they may alter at pleasure; to elect, in such manner as they shall determine to be proper, all necessary officers, and to fix their compensation, and define their duties and obligations; and to make by-laws and regulations consistent with the laws of the State, for their own government, and for the due and orderly conducting of their affairs, and the management of their property. Nature of By- Notice of Meet ings. Ibid (2144.) SEC. 2. All Corporations may, by their by-laws, where no other provision is specially made, determine the manner of calling and conducting their meetings, the number of members that shall constitute a quorum, the number of shares that shall entitle the members respectively to one or more votes; the mode of voting by proxy, the mode of selling shares for the non-payment of assessments, and the tenure of office of the several officers; and they may prescribe suitable penalties for the violation of their by-laws, not exceeding in any case twenty dollars, for any one offence; but no such by-laws shall be made by any Corporation, repugnant to the provisions of its charter. (2145.) SEC. 3. The first meetings of all Corporations, unless otherwise provided for in their acts of incorporation, shall be called by a notice signed by one or more of the persons named in the act of incorporation, setting forth the time, place and purposes of the meeting; and such notice shall, at least twenty days before the meeting, be delivered to each member, or published in some newspaper of the county where the Corporation shall be established, or if no newspaper be published in the county, then in some newspaper published in an adjoining county. (2146.) SEC. 4. Whenever, by reason of the death, absence, ' or other legal impediment of the officers of any Corporation, there shall be no person duly authorized to call or preside at a legal meeting thereof, any Justice of the Peace of the county where such Corporation is established may, on a written application of three or more of the members thereof, issue a warrant to either of the said members, directing him to call a meeting of the Corporation, by giving such notice as shall have been previously required by law; and the Justice may, in the same warrant, direct such person to preside at such meeting until a clerk shall be duly chosen and qualified, if there shall be no other officer present legally authorized to preside thereat. necessary. (2147.) SEC. 5. When all the members of a Corporation shall be present at any meeting, however called or notified, and When Notice an shall sign a written consent thereto on the record of such meeting, the doings of such meeting shall be as valid as if legally called and notified. Vacancies, etc., (2148.) SEC. 6. The members of such Corporation, when so Members may n assembled, may elect officers to fill all vacancies then existing, and may act upon such other business as might lawfully be transacted at regular meetings of the Corporation. hold and convey Shares. (2149.) SEC. 7. Every such Corporation may hold land to an Corporation may amount authorized by law, and may convey the same; and land, and transfer whenever the capital stock of any such Corporation is divided into shares, and certificates thereof are issued, such shares may be transferred by indorsement and delivery of the certificates thereof, such indorsement being by the signature of the proprietor, or his attorney or legal representative; but such transfer shall not be valid, except between the parties thereto, until the same shall have been so entered on the books of the Corporation, as to show the names of the parties by and to whom transferred, the number and designation of the shares, and the date of the transfer. continue three solution, for cer (2150.) SEC. 8. All Corporations whose charters shall expire corporation to by their own limitation, or shall be annulled by forfeiture or years after dis otherwise, shall nevertheless continue to be bodies corporate, tain purposes. for the term of three years after the time when they would have been so dissolved, for the purpose of prosecuting and defending suits by or against them, and of enabling them gradually to settle and close their concerns, to dispose of and convey their property, and to divide their capital stock; but not for the purpose of continuing the business for which such Corporations have been or may be established. etc., may be sold (2151.) SEC. 9. When any judgment shall be recovered When Franchise, against any turnpike or other Corporation, authorized to on Execution. receive toll, the franchise of such Corporation, with all the rights and privileges thereof, together with all their corporate property, both real and personal, may be taken on execution, and sold at public auction. Execution. (2152.) SEC. 10. The officer having such execution against Notice of Sale on any Corporation mentioned in the preceding section, shall, thirty days, at least, before the day of sale of the franchise, or Sale. other corporate personal property, give notice of the time and place of sale, by posting up a notice thereof in any township in which the Clerk, Treasurer, or any one of the Directors of such Corporation may dwell, and also by causing an advertisement of the sale, expressing the name of the creditor, the amount of the execution, and the time and place of sale, to be inserted three weeks successively in some newspaper published in any county in which either of the aforesaid officers may dwell, if any such there be, and if no newspaper be published in any such county, then in the State paper. Adjournment of (2153.) SEC. 11. The officer who may levy any execution, as prescribed in the preceding section, may adjourn the sale from time to time as may be necessary, until the sale shall be completed. Who considered highest bidder. Officer's return, and rights of (2154.) SEC. 12. In the sale of the franchise of any Corporation, the person who shall satisfy the execution, with all legal fees and expenses thereon, and shall agree to take such franchise for the shortest period of time, and to receive during that time all such toll as the said Corporation would by law be entitled to demand, shall be considered as the highest bidder. (2155.) SEC. 13. The officer's return on such execution shall purchasers. transfer to the purchaser all the privileges and immunities which by law belonged to such Corporation, so far as relates to the right of demanding toll; and the officer shall, immediately after such sale, deliver to the purchaser possession of all the toll houses and gates belonging to such Corporation, in whatever county the same may be situated; and the purchaser. may thereupon demand and receive all the toll which may accrue during the time limited by the terms of his purchase, in the same manner, and under the same regulations, as such Corporation was before authorized to demand and receive the Purchaser may recover Penal ration might same. (2156.) SEC. 14. Any person who may have purchased, or ties which Corpo- shall hereafter purchase under the provisions of this chapter, have recovered. the franchise of any turnpike or other Corporation, and the assignees of such purchaser, may recover, in an action on the case, any penalties imposed by law for an injury to the franchise, or for any other cause, and which such Corporation would have been entitled to recover during the time limited in the said purchase of the franchise; and during that time the Corporation shall not be entitled to prosecute for such penalties. ties of Corpora Franchise. (2157.) SEC. 15. The Corporation whose franchise shall have Powers and dubeen sold as aforesaid, shall, in all other respects, retain the tion after Sale of same powers, and be bound to the discharge of the same duties, and liable to the same penalties and forfeitures, as before such sale. redeemed. (2158.) SEC. 16. Such Corporation may, at any time within Franchise, how three months after such sale, redeem the franchise, by paying or tendering to the purchaser thereof the sum that he shall have paid therefor, with ten per cent. interest thereon, but without any allowance for the toll which he may have received; and upon such payment or tender, the said franchise, and all the rights and privileges thereof, shall revert and belong to said Corporation, as if no such sale had been made. may be recover cases. (2159.) SEC. 17. Whenever any damages may have been, or How damages may hereafter be assessed in favor of any person, for any injury ed in certain sustained in his property by the doings of any such turnpike or other Corporation authorized to receive toll, or pay for the transportation of persons or property, and the said damages shall remain unpaid for the space of thirty days after such assessment, such person may have a warrant of distress against such Corporation, for the damages assessed, together with interest thereon, and his reasonable costs, and the same proceedings shall be had thereon, and with the same effect, as upon an execution issued upon a judgment against such Corporation. ings on execu be had. (2160.) SEC. 18. All the proceedings aforesaid respecting where proceedthe levy of executions and warrants of distress, may be had in tion, etc., may any county in which either the creditor, or the President, or any Director, or the Treasurer or Clerk of the Corporation may reside, or in which such Corporation has personal or real estate. tion may be en cery. (2161.) SEC. 19. When the officers or members of a Corpo- when contriburation, or any of them, are liable for any debts of the forced in ChanCorporation, or for any acts of such officers or members, respecting the business of the Corporation, and also when any of the said officers or members shall be liable to contribute, for money paid by any other or others of them, on account of any such debts or acts, the money may be recovered by a bill in Chancery; and the said Court may make all such orders and decrees therein, as may be necessary to do justice between the parties. (2162.) SEC. 20. Every act of incorporation passed since the what Acts of intwentieth day of April, in the year one thousand eight hundred corporation may |