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THE STOCK CORPORATION LAW.

THE STOCK CORPORATION LAW.

An Act to amend the stock corporation law. The People of the State of New York, represented in Senate and Assembly, do enact as follows :

Sections 56 to 73, both inclusive, of the stock corporation law are repealed.

The title and the several parts and sections of the stock corporation law hereinafter specified are amended to read respectively as follows:

CHAPTER XXXVI OF THE GENERAL LAWS.

THE STOCK CORPORATION LAW. ARTICLE 1. General powers; reorganization (S$ 1-7).

2. Directors and officers; their election, duties and liabilities

(S$ 20-31). 3. Stock; stockholders, their rights and liabilities (S$ 40-55).

ARTICLE I.

GENERAL POWERS; REORGANIZATION.
SECTION 1. Short title, and application of chapter.

2. May borrow money and mortgage property.
3. Purchasers at sale of corporate property and franchises

may become a corporation.
4. Contents of plan or agreement.
5. Sale of property; possession of receiver and suits against

him.
6. Stockholders may assent to plan of readjustment.
7. Conlbinations prohibited.

1 $ 1. Short title and application of chapter. This chap2 ter shall be known as the stock corporation law, but 3 article one shall not apply to monied corporations. Former section 1, amended.

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21-22

1 $ 21. Increase or reduction of number of directors.2 The number of directors of any stock corporation may 3 be increased or reduced, but not above the maximum or 4 below the minimum number prescribed by law, when the 5 stockholders owning a majority of the stock of the corpo6 ration shall so determine, at a meeting to be held at the 7 usual place of meeting of the directors, on thirty days' 8 notice in writing to each stockholder of record. Such 9 notice shall be served personally or by mail, directed to 10 each stockholder at his post-office address. 11 Proof of the service of such notice shall be filed in the 12 office of the corporation at or before the time of such meeting. 13 The proceedings of such meeting shall be entered in the 14 minutes of the corporation and a transcript thereof, 15 verified by the president and secretary of the meeting, 16 shall be filed in the offices where the original certificates 17 of incorporation were filed. 18 If a banking corporation, the consent of the superintendent 19 of banks, and if an insurance corporation, the consent of the 20 superintendent of insurance shall be first obtained to such 21 increase or reduction of the number of directors.

Former section 21, amended.

1 $ 25. Liability of directors for loans to stockhold2 ers.- No loan of moneys shall be made by any stock 3 corporation, except a monied corporation, or by any 4 officer thereof out of its funds to any stockholde 5 therein, nor shall any such corporation or officer 6 discount any note or other evidence of debt, or 7 receive the same in payment of any installment, or 8 any part thereof, due or to become due on any stock 9 in such corporation, or receive or discount any note, 10 or other evidence of debt, to enable any stockholder to 11 withdraw any part of the money paid in by him on 12 his stock. In case of the violation of any pro13 vision of this section, the officers or directors making 14 such loan, or assenting thereto, or receiving or dis15 counting such notes or other evidences of debt, shall, 16 jointly and severally, be personally liable to the 17 extent of such loan and interest, for all the debts of 18 the corporation contracted before the repayment of 19 the sum loaned, and to the full amount of the notes 20 or other evidences of debt so received or discounted, 21 with interest from the time such liability accrued.

Former section 25, amended.

1 $ 28. Inspectors and their oath.— The inspectors of 2 election of every stock corporation shall be appointed 3 in the manner prescribed in the by-laws, but the A inspectors of the first election of directors and of 5 all previous meetings of the stockholders shall be 6 appointed by the board of directors named in the 7 certificate of incorporation. 8 No director or officer of a monied corporation shall be 9 eligible to election or appointment as inspector. Each 10 inspector shall be entitled to a reasonable compensation for 11 his services, to be paid by the corporation, and if any 12 inspector shall refuse to serve, or neglect to attend at the 13 election, or his office become vacant, the board of directors 14 may appoint an inspector in his place. 15 The inspectors appointed to act at any meeting of the 16 stockholders, shall, before entering upon the discharge 17 of their duties, be sworn to faithfully execute the duties 18 of inspector at such meeting with strict impartiality, and 19 according to the best of their ability, and the oath so 20 taken shall be subscribed by them, and immediately 21 filed in the office of the clerk of the county in which 22 such election or meeting shall be held, with a certificate 23 of the result of the vote taken thereat.

Former section 28, amended.

1 $30. Annual report.— Every stock corporation, except 2 monied and railroad corporations, shall annually, 3 during the month of January, or, if doing business with4 out the United States, before the first day of May, make a 5 report as of the first day of January, which shall

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