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No person shall vote or issue a proxy to vote at any meeting of the stockholders or bondholders, or both, of a stock corporation, upon any stock or bonds which have not been owned by him for at least ten days next prececling such meeting, notwithstanding such stock or bonds may stand in his name on the bcoks of the corporation.
No member of a corporation shall sell his vote or issue a proxy to vote to any person for any sum of money or any thing of value.
The books and papers containing the record of membership of the corporation shall be produced at any meeting of its members upon the request of any member. If the right to vote at any such meeting shall be challenged, the inspectors of election, or other persons presiding thereat, shall require such bocks, if they can be had, to be produced as evidence of the right of the person challenged to vote at sich meeting, and all persons who may appear from such books to be members of the cor
poration may vote at such meeting in person or by proxy, subject to the provisions of this chapter.
$21. Proxies. -Every member of a corporation, except a religious corporation, entitled to vote at any meeting thereof may so vote by proxy.
No officer, clerk, teller or bookkeeper of a corporation formed under or subject to the banking law shall act as proxy for any stockholder at any meeting of any such corporation.
Every proxy must be executed in writing by the member himself, or by his duly authorized attorney. No proxy hereafter made shall be valid after the expiration of eleven months from the date of its execution unless the member executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period. Every proxy shall be revokable at the pleasure of the person executing it; but a corporation having no capital stock may prescribe in its by-laws the persons who may act as proxies for members, and the length of time for which proxies may be executed.
[See Forin, No. 1.] This section prohibits members of a religlous corporation from poting by proxy.]
$22. Challenges.-Every member of a corporation offering to vote at any election or meeting of the corporation shall, if required by an inspector of election or other officer presiding at such election or meeting, or by any other member present, take and subscribe the following cath: “I do solemnly swear that in voting at this election I have not, either directly, indirectly or impliedly, received any promise or any sum of money or any thing of value to influence the giving of my vote or votes at this meeting or as a consideration therefor." If it is a stock corporation, the oath so taken and subscribed shall contain the following additional provision: “That I have not sold or otherwise disposed of my interest in or title to any shares of stock or bonds in respect to which I offer to vote at this election, but that all such shares or bonds are still owned by me,” but if such · stock or bonds be pledged, tbe oath may so state. Any person offering to vote as proxy for any other person shall present his proxy and, if so required, take and subscribe the following oath: “I do solemnly swear that I have not, either directly, indirectly or impliedly, given any promise or any sum of money or any thing of value to induce the giving of a proxy to me to vote at this election, or received any promise or any sum of money or any thing of value to influence the giving of my vote at this meeting, or as a consideration therefor.” If a stock corperation, the oath so taken and subscribed shall contain the following additional provision: “And that the title to the stocks and bonds upon which I now offer to vote is, to the best of my knowledge and belief, truly and in good faith vested in the persons in whose names they now stand,” but if such socks or bonds be held as security, the oath may so state. The inspectors or persons presiding at the election may administer such oath, and all such oaths and proxies shall be siled in the office of the corporation. (Thus amended by L. 1895, ch. 572.)
[The amendment of 1895, provides that the oath may state that stocks or bonds are pledged.)
$ 23. Effect of failure to elect directors.- If the directors shall not be elected on the day designated in the by-laws, or by law, the corporation shall not for that reason be dissolved; but
every director shall continue to hold his office and discharge his duties until his successor has been elected.
§ 21. Mode of calling special election of directors. – If the election has not been held on the day so designated, the directory shall forth with call a meeting of the members of the corporation for the purpose of electing directors, of which meeting notie shall be given in the same manner as of the annual meetins for the electior of directors.
If such meeting shall not be so called within one month, or, if held, shall result in a failure to elect directors, any member of the corporation may call a meeting for the purpose of electing directors by publishing a notice of the time and place of holding such meeting at least once in each week for two successive weeks immediately preceding the election, in a newspaper published in the county where the election is to be held and in such other manner as may be prescribed in the by-laws for the publication of notice of the annual meeting, and by serving upon each member, either personally or by mail, directed to him at his last known post-office address, a copy of such notice at least two weeks before the meeting.
$ 25. Mode of conducting special elections of directors Such meeting shall be held at the office of the corporation, or if it has none, at the place in this state where its principal business has been transacted, or if access to such oflice or place is denied or can not be had, at some other place in the city, village or town where such office or place is or was located.
At such meeting the members attending shall constitute a quorum. They may elect inspectors of election and director's and adopt by-laws providing for future annual meetings and election of directors, if the corporation has no such by-laws, anil transact any other business which may be transacted at an annual meeting of the members of the corporation.
$ 26. Qualification of voters and canvass of votes at special elections. In the absence at such meeting of the books of the corporation showing who are members thereof, each person, before voting, shall present his sworn statement setting forth that he is a member of the corporation; and if a stock corpora
tion, the number of shares of stock owned by him and standing in his name on the bocks of the corporation, and, if known to him, the whole number of shares of stock of the corporation outstanding. On filing such statement, he may vote as a member of the corporation; and if a stock corporation, he may vote on the shares of stock appearing in such statement to be owned by him and standing in his name on the books of the corporation.
The inspector's shall return and file such statements, with a certificate of the result of the election, verified by them, in the ofice of the clerk of the county in which such election is held, and the persons so elected shall be the directors of the corporation.
[See Form, No. 2.]
$ 27. Powers of supreme court respecting elections. The supreme court shall, upon the application of any person or corporation aggrieved by or complaining of any election of any corporation or any proceeding, act or matter touching the same, upon notice thereof to the adverse party, or to those to be affected thereby, forth with and in a summary way, hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and establish the election or order a new election, or make such order and give such relief as right and justice may require.
& 28. Stay of proceedings in actions collusively brought. - If an action is brought against a corporation by the procurement or default of its directors, or any of them, to enforce any claim or obligation declared void by law, or to which the corporation has a valid defense, and such action is in the interest or for the benefit of any director, and the corporation has by his connivance made default in such action, or consented to the validity of such claim or obligation, any member of the corporation may apply to the supreme court, upon affidavit, setting forth the facts, for a stay of proceedings in such action, and on proof of the facts, in such further manner and upon such notice as the court may direct, it may stay such proceedings or set aside or vacate the saine, or grant such other relief as may seem proper, and which
will not injuriously affect an innocent party, who, withcut notice of such wrongdoing and for a valuable consideration, has acquired rights under such proceedings.
$ 29. Quorum of directors and powers of majority.- Tho affairs of every corporation shall be managed by its board of directors at least two of whom shall be residents of this state. Unless otherwise provided by law, a majority of the board of directors of a corporation at a meeting duly assembled shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Subject to the by-laws, if any, adopted by the members of a corporation, the directors may make necessary by-laws of the corporation.
[Section 11 of the general corporation law, provides that by-laws adopted at a meeting of the members of the corporation shall control the action of its directors.]
$ 30. Directors as trustees in case of dissolution.- Upon the dissclution of any corporation, its directors, unless other persons shall be appointed by the legislature, or by some court of competent jurisdiction, shall be the trustees of its creditors, stockholders or members, and shall have full power to settle its affairs, collect and pay outstanding debts, and divide among the persons entitled thereto the money and other property remaining after payment of debts and necessary expenses.
Such trustees shall have authority to sue for and recover the debts and property of the corporation, by their name as such trustees, and shall jointly and severally be personally liable to its creditors, stockholders or members, to the extent of its property and effects that shall come into their hands.
$31. Forfeiture for non-user.-If any corporation, except a railroad, turnpike, plank-road or bridge corporation, shall not organize and commence the transaction of its business or under. take the discharge of its corporate duties within two years from the date of its incorporation, its corporate powers shall cease,
[This section does not apply to membership or religious corporations.]