in one or more of the newspapers published and circulating in the county in which such company has been located and conducting its business; and at the expiration of such time the said board shall proceed to settle up and adjust the business and affairs of such company in the same manner as though the same had been dissolved by the expiration of the time mentioned in their charter or certificate of incorporation; (p) provided, that the secretary of state shall not issue the certificate of dissolution hereinbefore mentioned until satisfied by due proof that the requirements aforesaid have been fully complied with by such corporation.

35. The provisions contained in this act may be amended or repealed, at the pleasure of the legislature, and every company created by this act shall be bound by such amendment; but such amendment or repeal shall not take away or impair any remedy against any such corporation or its officers for any liability which shall have been previously incurred. (Vide section 6 and proviso to section 13.)

III. Election of Officers.

36. Transfer books and stock books to be open to inspection for thirty days, and list of stockholders to be made ten days before election of directors.

The book or books of any incorporated company in this state in which the transfer of stock in any such company shall be registered, and the books containing the names of the stockholders in any such company shall at all times during the usual hours of transacting business, be open to the examination of every stockholder of such company for thirty days previous to any election of directors; and that it shall be the duty of the secretary, clerk, treasurer, or other officer of each and every incorporated stock company who shall have charge of the transfer books of said company to prepare and make out, at least ten days before every election of said company, a full, true and complete list of all the stockholders of said company entitled to vote at the ensuing election, with the number of shares held by each, which list shall be made and arranged in alphabetical order, and shall at all

(p) Where a corporation has ceased to do business, and nothing remains but to pay debts and divide the surplus, it is the duty of the directors to call a stockholders' meeting. 2 Stew. Eq. 21.

times during the usual hours for business be open to the examination of any stockholder of such company; (9) and if any officer having charge of such books or list shall, upon demand by any stockholder, as aforesaid, refuse or neglect to exhibit such books or list, or submit them to examination, as aforesaid, he shall for every such offence forfeit the sum of two hundred dollars, the one-half thereof to the use of the State of New Jersey, and the other moiety to him who will sue for the same, to be recovered by action of debt in any court of record, together with costs of suit; and further, that the book or books aforesaid shall be the only evidence who are the stockholders entitled to examine such book or books, or list, and to vote in person or by proxy at any election for directors of said company, and the persons receiving the greatest number of votes shall be directors or managers. (r)

37. Elections for directors to be by ballot. Poll to be open one hour.

All elections for managers or directors of every incorporated company in this state shall be held by ballot (unless otherwise expressly provided in their respective charters), and that the poll at every such election shall be opened between the hours of nine o'clock in the morning and five o'clock in the afternoon, and shall continue open at least one hour by daylight, and shall close before nine o'clock in the evening.

38. Each share to have one vote, unless by-laws provide otherwise. Proxies good for three years. Stock transferred within twenty days before election cannot be voted on.

Unless otherwise provided in their respective charters, certificates or by-laws, (s) at every such election each stockholder shall be entitled to one vote for each share of the capital stock of said company held by him or her, which vote may be given in person or by proxy; (t) but no proxy shall be voted on, allowed or

(q) This section manifestly does not apply to the first election of directors. Vide sections 18, 22, supra. It is the common practice to elect the first board of directors at a meeting called, as provided for in section 22, immediately after the certificate of organization is filed. The clause requiring a list to be made out is directory, and the election will be valid, although it be not made. 3 Zab. 66. But see sections 41, 44, infra. A failure to elect officers at the time designated will not work a dissolution. 2 Beas. 427.

(r) As between parties, no other evidence of the transfer of property in the stock will avail against the books upon the right to vote. Election of Cape May, &c., Nav. Co., 22 Vr. 78.

(s) Quære. Whether it is competent to provide for inequalities in the voting powers of stockholders, unless the power to make such regulations is conferred by the charter. Election of Cape May, &c., Nav. Co., 22 Vr. 78.

(t) Inspectors of an election for directors are required to decide upon the

received, for more than three years from its date; nor shall any share or shares of stock be voted on at any election which have been transferred on the books of the company within twenty days next preceding such election.

39. Executors, trustees, etc., holding stock, and holders of hypothecated stock may vote.

Every person holding stock in any company as executor, administrator, guardian or trustee, shall represent the share or stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; (u) and every person who shall pledge his stock as collateral security, may, nevertheless, represent the same at all such meetings, and may vote accordingly as a stockholder. (v) 40. Non-resident stockholders may vote.

So much and such parts of the several acts of incorporation in this state, or any law thereof as prohibits stockholders residing out of the state from voting on stock held by them, are hereby repealed.

41. Alphabetical list of stockholders to be produced at elections.

The board of directors or managers of each and every incorporated company in this state issuing stock shall be required to produce at the time and place of election of such incorporated company during the whole time such election shall be open, a full, true and complete list of all the stockholders of said company entitled to vote at such election, with the number of shares held by each; which list shall be arranged in alphabetical order, and subject to the inspection of any stockholder who may be present at such election; and upon the neglect or refusal of said directors or managers to produce said list at any election of said company, they shall be ineligible to any office at such election. (w)

admissibility of the votes offered, but they have no power to pass upon the eligibility of the persons for whom votes are proposed to be cast. The question of eligibility is one that can be raised only in the courts. In re Election of St. Lawrence Steamboat Co., 15 Vr. 529. See sections 21, 44. (u) An executor or administrator, in virtue of section 39, is entitled to vote at an election of directors on the stock standing on the books of the corporation in the name of the testator or intestate, and no formal transfer or entry on the company's books is necessary to enable him to do so. A foreign executor under letters granted at testator's domicile may receive dividends and transfer stock. A foreign executor under letters granted at testator's domicile is the holder of the stock within the meaning of section 39, and on producing an exemplified copy of the letters is entitled to vote on the stock. Election of Cape May, &c, Nav. Co., 22 Vr. 78.

(v) Transfer of shares hypothecated must express the hypothecation. Section 26.

(w) See section 36 and note, supra. The list of stockholders must be true,

42. Candidate for office of director cannot be judge of election, except at first election.

No person who is a candidate for the office of director in any incorporated company of this state shall act as judge, inspector or clerk, or in any other character, as the conductor of any election for directors of such company; and in case any person so acting or conducting at any election shall be elected a director his election shall be void, and it shall not be lawful for the directors for the time being to appoint such person to the office of director of such company within twelve months next succeeding such election; provided, that this section shall not apply to the first election of directors, in any corporation.

43. Company holding its own stock cannot vote on it.

If any incorporated company in this state shall purchase any of the stock of such company, or take the same in payment or satisfaction of any debt due to them, such company shall not vote, in virtue of their stock so purchased or taken, either directly or indirectly, at any election for directors of said company. (x)

44. Supreme court will summarily investigate complaints touching elections.

It shall be the duty of the supreme court, upon the application of any person or persons, or a body corporate, who may be aggrieved by, (y) or may complain of any election, or any proceeding, act or matter, in or touching the same, reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application, to proceed forthwith, and in a summary way, to hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matter or causes of complaint, and thereupon establish the election so complained of, or to order a new election, or make such order, and give such relief in the premises as right and justice may appear to said supreme court to require; provided, that the said supreme

and persons cannot vote who are not stockholders on the day an election is held, although they were stockholders on the day on which it should have been held. 8 C. E. Gr. 217.

(x) Nor can any one vote on such stock. 1 Gr. 352. A corporation cannot acquire a lien on its stock held by its debtor. 11 Stew. Eq. 340; 18 Wall. 589. (y) Stockholders have a standing in court to test the legality of an election of directors and the legality of the acts of the inspectors of election. They are parties aggrieved within the meaning of the act. In re Election of St. Lawrence Steamboat Co., 15 Vr. 529. Where votes have been wrongfully rejected, the practice of the court is to set the election aside and to order the admission of those who would have been elected if votes wrongfully rejected had been received. Election of Cape May, &c., Nav. Co., 22 Vr. 78.

court may, if the case shall appear to require it, either order an issue or issues to be made up in such manner and form as the supreme court may direct, in order to try the respective rights of the parties who may claim the same to the office or offices, or franchise in question, or may give leave to exhibit, or direct the attorney-general to exhibit, one or more information or informations in the nature of a quo warranto in the premises.

45. By-laws regulating election must be passed at least thirty days before election. Transfer books determine who may vote.

No by-law of the directors and managers of any incorporated company regulating the election of directors or officers of such company shall be valid unless the same shall have been made thirty days previous to any election of such company, and subject to the inspection of any stockholder; and in all cases where the right of voting upon any share or shares of stock of any incorporated company of this state shall be questioned, it shall be the duty of the inspectors of the election to require the transfer book of said company as evidence of stock held in the said company, and all such shares as may appear standing thereon, in the name of any person or persons shall and may be voted on by such person or persons directly by themselves or by proxy, subject to the provisions of the act of incorporation.(z)

46. If election is not held on the proper day, it may be held afterwards. Justice of supreme court may order it.

If at any time hereafter, the election for directors of any bank, or other incorporated company of this state, shall not be duly held on the day designated and appointed by the act incorporating such bank or other incorporated company, or by the by-laws of any such corporation, it shall be the duty of the president and directors of such bank or other incorporated company to notify and cause an election for directors to be held thereafter as soon as conveniently may be (vide sections 128, 129); and in all cases, no share or shares shall be voted upon, except by such person or persons who may have appeared on the transfer books of said company to have had the right to vote thereon, on the day when, by the act of incorporation of such company, or by said bylaws the election ought to have been held; which said right so to vote, shall be exercised by the person so appearing, as aforesaid,

(z) The stock ledger, certificate book and transfer book are evidence of right to vote, but in case of dispute the transfer book controls. 3 Zab. 66; 2 C. E. Gr. 143; 15 Vr. 537.