fail to keep books and thus avoid the statutory penalty. And usually a separate penalty is provided for the failure to keep books.44 Reasonable or unavoidable delay in allowing an inspection, as because the books are locked up in the safe, and the only officer who knows the combination is absent, does not subject the corporation or its officers to a penalty, but such an excuse cannot be made in bad faith, and for the purpose of defeating the stockholder's right. Of course a corporation is not subject to the statutory penalty when it acts in accordance with a decision of the court in refusing to allow inspection.46 When the corporation or an officer has wrongfully denied to a stockholder the right to examine the books, the stockholder's right to sue for the statutory penalty is fixed, and is not affected by the fact that he was allowed to make the examination upon a subsequent application.47 Where a statute imposes upon the custodian of the books and papers of a corporation the duty to allow stockholders to inspect the same, the duty is an incident of his office, and he cannot be relieved therefrom by a by-law of the corporation, or by any resolution or orders of the directors, so long as he continues in office and has the legal custody of the books and papers.48 But an officer is not liable to the penalty if the books and papers have been taken from his custody by the directors, so that it is not within his power to allow an inspection, provided, at least, he has not participated in putting them beyond his control for the very purpose of shirking his duty and defeating the right of inspection.49 If the books and papers come back into his custody after he has refused a request to be allowed to inspect them, it is his duty to notify the stockholder and give him an opportunity to inspect them.50 access to a stock certificate book, which is the only book that it has, there being no stock certificates issued. Moore v. Institute of Educational Travel, 89 N. Y. Misc. 369, 151 N. Y. Supp. 929. Officers are not liable for such penalty where a stock book was not kept by corporation. Billingham v. E. P. Gleason Mfg. Co., 43 N. Y. Misc. 681, 88 N. Y. Supp. 398. 44 Moore v. Institute of Educational Travel, 89 N. Y. Misc. 369, 151 N. Y. Supp. 929. The amount of the penalty cannot be increased by repeated requests where there is really but one demand for inspection.51 51 Cox v. Paul, 175 N. Y. 328, 67 N. E. 586. Under N. Y. Stock Corp. Law, § 53, imposing a penalty upon each officer, and upon the corporation for refusal to exhibit the stock book, but one penalty is recoverable when inspection is refused. This is on the theory that the statute was not passed to enable parties to make money by accumulating penalties, but to compel the performance of a duty, and, therefore, penalties cannot be accumulated by making daily demands, and by repeating demands upon various officers of corporation. Cox v. Paul, 175 N. Y. 328, 67 N. E. 586. Three separate refusals to allow inspection held to subject defendant to only one penalty, it being admitted that demands of stockholder were for purpose of getting certain information sought once for all. Walcott v. Little, 46 N. Y. Misc. 96, 91 N. Y. Supp. 411. CHAPTER 46 REPORTS BY CORPORATE OFFICERS I. STATUTORY PROVISIONS § 2852. In general. § 2853. Object and purpose of statutes. § 2854. Validity of statutes. § 2855. Nature and construction of statutes. § 2856. Amendment or repeal of statutes. II. DUTY TO MAKE REPORTS § 2857. In general. § 2858. Domestic corporations. § 2859. Corporations doing business outside of United States. 2860. Foreign corporations. § 2861. Excuses for failure to make and file reports. III. FORM AND REQUISITES § 2862. In general. § 2863. Statement of debts. § 2864. Statement of assets. § 2865. Receipts and disbursements. § 2866. Report as to capital stock. § 2867. Signing and verification. § 2868. Seal. IV. PUBLICATION AND FILING § 2869. In general. § 2870. Time of filing. § 2871. Place of filing. § 2872. Failure of public officer to file. V. LIABILITY FOR NONCOMPLIANCE WITH STATUTE § 2873. Nature of liability of officers and directors. § 2874. Officers and directors who are liable-In general. § 2884. § 2885. § 2886. § 2887. § 2888. § 2889. § 2890. Mortgage bonds. - Rent. - Under contracts for goods. Judgments. Damages for torts and judgments therefor. - Debts contracted in other states. Extinguished debts. - Effect of fraud of creditors. § 2891. Penalties-In general. § 2895. Termination of duties and liabilities-Termination of official relation. - Abandonment or dissolution of corporation; receivership; bankruptcy. § 2896. VI. ENFORCEMENT OF LIABILITY § 2897. In general. § 2898. Notice of intention and judgment against corporation as prerequisites. § 2899. Enforcement of liability in foreign state; foreign judgments. $2900. Remedies. § 2907. Enjoining creditors' actions; subrogation and marshalling assets. § 2908. Parties-Plaintiffs. § 2852. In general. Statutes have been enacted in the majority, if not all, of the states requiring the making and filing of reports by corporations. These statutes, while, in the main, of the same general type, vary in their specific provisions and in the liabilities and penalties imposed for noncompliance. As a general rule, they require corporations to report, at specified times, the amount of their capital, their assets and liabilities and other facts necessary to render the status and condition of the corporation ascertainable. In addition to these statutes applicable to corporations generally, there are also enactments made specially with reference to particular classes of corporations, such as banks, building and loan companies, insurance companies and corporations operating public utilities. These regulations of particular classes of corporations are considered in their proper connection herein with exception of public utility regulations. which, by reason of the nature and scope of recent legislation, are treated in a subsequent chapter. As a general rule it is required that these reports be made by a specified officer, or specified officers, of the corporation, and where there is a failure to comply with the requirements, the directors, trustees or other officers are made personally liable for debts of the corporation, or for damages sustained by reason of the omission and, under some statutes, for a penalty. In addition to the provisions of the above character, many of the states have provisions regulating the liability of officers and corporations for making false reports. Akin to these statutes is the recent type of legislation known as the "Blue Sky Law" which is considered. at length in the subsequent chapter on governmental regulation. § 2853. Object and purpose of statutes. The general object of the statutory provisions as to reports is to give information as to the financial status and pecuniary condition of the corporation and to secure a public record of its financial affairs.1 Primarily, the duty under the statutes is one which the corporation or its officers owe to the public. Since corporate bodies speak and act only through their 1 Breitzke v. Bank of Grand Prairie, 124 Ark. 495, 187 S. W. 660; Stafford v. St. John, 164 Ind. 277, 73 N. E. 596; Continental & Commercial Nat. Bank v. Emery, 178 Mich. 612, 146 N. W. 303; Shaler & Hall Quarry Co. v. Bliss, 27 N. Y. 297. The object of the Arkansas statute (Kirby's Dig. §§ 848, 859) was to give publicity to the financial standing of corporation and the names of the stockholders. Proctor-Gamble Co. v. Warren Cotton Oil Co., 180 Fed. 543. 2 Breitzke v. Bank of Grand Prairie, 124 Ark. 495, 187 S. W. 660; Githers v. Clarke, 158 Pa. St. 616, 28 Atl. 232. Under Iowa Code, §§ 1714, 1715, 1720, a statement of the condition of fire insurance companies required to be filed with auditor is not alone for the auditor's information but for giv |