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Hoist gates

352. The president and directors of every turnpike corporation created or to be created, may from time to time commute with any person, whose place of abode shall adjoin or be near to their road, for the toll payable at the nearest gate on each side of such place of abode; but no such commutation shall be for a longer time than one year, and it may be renewed at the end of each period for which it shall be made.22

$53. Whenever the day of election for directors of any such corporation shall happen on a Sunday, such election shall be held on the day next following.23

$ 54. Every person who shall,

1. Wilfully break, cut down, deface or injure any mile stone or post, on any turnpike road: or,

2. Wilfully break or throw down any gate or turnpike on such road: or,

3. Dig up or spoil any part of such road, or any thing thereunto belonging: or,

4. Forcibly or fraudulently pass any gate thereon, without having paid the legal toll:

For each offence, shall forfeit to the corporation injured, the sum of twenty-five dollars, in addition to the damages resulting from his wrongful act.24

$55. Every person who, to avoid the payment of the legal toll, shall, with his team, carriage or horse, turn out of a turnpike road, or pass any gate thereon, on ground adjacent thereto, and again enter on such road, shall for each offence forfeit the sum of five dollars to the corporation injured.24

$56. No hoist-gate shall be erected on any turnpike, unless it be to be equally suspended by a chain and weight equally balanced, so as to require manual force to raise and lower such gate; and every turnpike company violating this provision, shall forfeit five dollars for every twenty-four hours such gate shall remain erected, to any person who will prosecute for the same, not being a director, stockholder or agent of such company.26

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TITLE II.

OF MONIED CORPORATIONS.

ART. 1.-Regulations to prevent the insolvency of monied corporations, and to secure
the rights of their creditors and stockholders.

ART. 2.-Regulations concerning the election of directors of monied corporations.
ART. 3. Of the construction of this Title.

(22) 2 R. L. 227, § 5. (23) Ib. § 7. (24) 1 R. L. 234, § 8. (25) Laws of 1819, p. 308, 64; Act concerning the Revised Statutes, passed Dec. 10, 1828, § 15.

ARTICLE FIRST.

Regulations to prevent the Insolvency of Monied Corporations,
and to secure the Rights of their Creditors and Stockholders.
SEC. 1. Restrictions and prohibitions upon monied corporations.

2. Unpaid interest due, not to be calculated as profits for purpose of a dividend.
3. How surplus profits to be ascertained, from which dividend is to be made.
4. Amount of losses exceeding undivided profits, to be charged to capital, &c.
5. When loans exceed three times amount of capital, excess to be called in.

6. In what cases stock pledged to be sold and charged as reduction of capital.

7. Conveyances of effects for use of a corporation, must be directly to it; except, &c. 8. Property of corporation worth more than $1000 not to be conveyed without resolution of board.

9. Conveyances in contemplation of insolvency, void.

10 & 11. Penalty on directors for violating preceding sections.

12 & 13. When directors to be charged with knowledge of affairs of the corporation.

14. When insolvencies of monied corporations to be deemed fraudulent.

15. Liability of directors, by whose acts fraudulent insolvencies occasioned.

16. Liability of stockholders in cases of fraudulent insolvency.

17. Liability, in such case, of persons who transferred stock.

18. Construction of the term "stockholder."

19. Corporations to transmit to comptroller statement of their affairs annually.

20 & 21. Matters to be set forth in such statement.

22. Penalty for not transmitting statement.

23. Comptroller to enter statement in a book, which is to be open to public inspection. 24. Comptroller to report to the legislature violations of the charter or of this Title. 25. Forms of statements to be prepared by comptroller and transmitted, &c.

26. Banks not to issue bills for less than one dollar.

27. Penalty on banks and their officers for buying their own notes in certain cases.

28. Officers, &c. of banks not to discount notes offered to bank and rejected.

29. Monied corporations not to commence business until stock is paid in.

30. Affidavit of the fact to be made, and where filed.

31. Charter void, if within a year after it was granted affidavit be not filed.

ART. 1.

1. It shall not be lawful for the directors of any monied corpo- Restrictions ration,

1. To made dividends, except from the surplus profits, arising from the business of the corporation:

2. To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation; or to reduce such capital stock, without the consent of the legislature:

3. To discount or receive any note or other evidence of debt, in payment of any instalment actually called in and required to be paid, or with the intent of providing the means of making such payment:

4. To receive or discount any note or other evidence of debt, with the intent of enabling any stockholder to withdraw any part of the money paid in by him, on his stock :

5. To apply any portion of the funds of their corporation except surplus profits, directly or indirectly to the purchase of shares of its own stock:

6. To receive any such shares in payment or satisfaction of any debt due to their corporation, except as herein after provided:

7. To receive from any other stock corporation, in exchange for the shares, notes, bonds, or other evidences of debt of their own company, shares of the capital stock of such other corporation, or notes, bonds, or other evidences of debt, issued by such other corporation:

on monied incorporations.

TITLE 2 8. To make any loans or discounts, if the corporation have banking powers, by which the whole amount of the loans and discounts of the company shall be made to exceed three times its capital stock, then paid in, and actually possessed:

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9. To make any loans or discounts to the directors of such corporation, or upon paper upon which such directors, or any of them, shall be responsible, to an amount exceeding in the aggregate, one third of the capital stock of such corporation, actually paid in and possessed; but no securities taken for any such loan or discount, shall be held invalid.

$ 2. In the calculation of the profits of any monied corporation, previous to a dividend, interest then unpaid, although due, or accrued, on debts owing to the company, shall not be included.

$ 3. In order to ascertain the surplus profits, from which alone a dividend can be made, there shall be charged in the account of profit and loss, and deducted from the actual profits,

1. All the expenses paid or incurred, both ordinary and extraordinary, attending the management of the affairs, and the transaction of the business of the company:

2. The interest paid, or then due, or accrued, on debts owing by the company:

3. All losses sustained by the company; and in the computation of such losses, all debts owing to the company, shall be included, which shall have remained due, without prosecution, and no interest having been paid thereon for more than one year; or on which judgments shall have been recovered, that shall have remained for more than two years unsatisfied, and on which no interest shall have been paid during that period.

S 4. When any losses shall be sustained by any such corporation, that shall exceed its undivided profits, then realized and possessed, they shall be charged as a reduction of the capital stock of the company, and no dividends shall thereafter be made on the shares of such stock, until the deficit of capital so created, shall be made good, either by the recovery of the monies charged as lost, or from the subsequently accruing profits of the company.

$5. If from the occurrence of losses charged, or proper to be charged, as a reduction of its capital stock, the whole amount of the loans and discounts made by any corporation having banking powers, shall exceed three times the amount to which its capital paid in, is, or ought to be reduced, it shall be the duty of the directors of such corporation, to call in and cause to be paid, without delay, such a portion of such loans, as shall reduce their whole amount within the limits before prescribed.

Proceedings

not paid.

$6. If any shares of its own capital stock shall be hypothecated ART. 1. or pledged to any monied corporation, and the debt which they shall be intended to secure, shall not be paid when due, it shall be the du- on stock hypothecated, ty of the directors of the company, within sixty days thereafter, to when debt is cause such shares to be sold; and if within that period, such shares shall not be sold, and the debt shall remain unsatisfied, the shares shall be charged at the amount actually paid thereon, as a reduction of the capital stock of the company, and no dividends shall thereafter be made, until the deficit so created, be made good from the subsequently accruing profits of the company.

veyances for

ration inva

$7. No conveyance, assignment or transfer of any effects, for the Certain conuse, benefit or security of any such corporation shall be valid in law, un- use of corpoless it be made to the corporation directly and by name; but the pro- lid. visions of this section shall not be construed, to apply to a conveyance or assignment for the benefit of creditors, in which such corporation shall be included, or to a conveyance or assignment of the effects of a debtor under the laws of this state, or of any other state or country.

veyances by

invalid.

$8. No conveyance, assignment or transfer, not authorised by a Cortain conprevious resolution of its board of directors, shall be made by any corporation such corporation of any of its real estate, or of any of its effects, exceeding the value of one thousand dollars; but this section shall not apply to the issuing of promissory notes, or other evidences of debt, by the officers of the company in the transaction of its ordinary business, nor to payments in specie or other current money, or in bank bills, made by such officers; nor shall it be construed to render void any conveyance, assignment or transfer, in the hands of a purchaser for a valuable consideration, and without notice.

$9. No such conveyance, assignment or transfer, nor any pay- b. ment made, judgment suffered, lien created, or security given, by any such corporation when insolvent, or in contemplation of insolvency, with the intent of giving a preference to any particular creditor over other creditors of the company, shall be valid in law; and every person receiving, by means of any such conveyance, assignment, transfer, lien, security or payment, any of the effects of the corporation, shall be bound to account therefor to its creditors or stockholders, or their trustees, as the case shall require.

director vio

ing sections.

$ 10. Every director who shall violate, or be concerned in violat- Penalty on ing any provision, in the preceding sections of this Article contained, lating precedshall be liable personally to the creditors and stockholders respectively, of the corporation of which he shall be a director, to the full extent of any loss they may respectively sustain from such violation.

11. Every director guilty of such violation, whether a loss shall or shall not result, shall be deemed guilty of a misdemeanor, punish

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TITLE 2. able by fine or imprisonment, or both, in the discretion of the court by which he shall be tried.

Director

when charge

violation.

$12. Every director shall be deemed to possess such a knowledge able for such of the affairs of his corporation, as to enable him to determine whether any act, proceeding, or omission, of its directors, is a violation of the foregoing provisions of this Article; and every director who shall be present at a meeting of the directors, where such a violation shall happen, shall be deemed to have concurred therein, unless he shall, at the time, cause, or in writing require, his dissent therefrom, to be entered at large, in the minutes of the directors.

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Insolvency

when deemed

$ 13. Every director not present at a meeting where such a violation shall happen, shall nevertheless be deemed to have concurred therein, if the facts constituting such violation appear on the books of the company, and he remain a director of the same company for six months thereafter, and do not, within that time, cause, or in writing require, his dissent from such illegal proceeding, to be entered at large, in the minutes of the directors.

$ 14. Every insolvency of a monied corporation shall be deemed fraudulent. fraudulent, unless its affairs shall appear, upon investigation, to have been fairly and legally administered, and generally, with the same care and diligence, that agents, receiving a compensation for their services, are bound, by law, to observe; and it shall be incumbent on the directors and stockholders of every such insolvent corporation, to repel, by proof, the presumption of fraud.

Liability of directors in

ulent insol

vency.

$15. In every case of a fraudulent insolvency, the directors of the caso of fraud. insolvent company, by whose acts or omissions the insolvency was wholly, or in part, occasioned, and whether then in office or not, shail each be liable to the stockholders and creditors of the company, for his proportional share of their respective losses; the proportion to be ascertained by dividing the whole loss amongst the whole number of directors liable for its reimbursement; but this section shall not be construed to diminish the liability of directors, as before declared, who shall have violated, or have been concerned in violating the provisions of this Article.

Liability of stockholders in case of fraudulent insolvency.

$ 16. If the monies remaining due to the creditors of a corpora tion, whose insolvency shall be adjudged fraudulent, after the distribution of its effects, shall not be collected, in whole or in part, from the directors liable for their reimbursement, the deficiency shall be made good, by the contribution of the stockholders of the company; the whole amount of the deficiency shall be assessed on the whole number of shares of the capital stock, and the sum necessary to be paid on each share, shall be then ascertained, and each stockholder shall be liable for the sum assessed on the number of shares held by him, not exceeding the nominal amount of such shares, in addition to

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