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may punish the directors for contempt of court for failure to obey the order.

R. S. (Ed. of 1846), p. 139, §9; P. L. 1874, p. 37; Act of 1875, $46.

The notice of a special meeting for the election of directors must specifically state business to be transacted at such meeting. Dunster v. Bernards Land & Sand Co., 74 N. J. Law, 132.

See Hoboken Building Ass'n v. Martin, 13 N. J. Eq., 427; In re Consolidated Telephone & Telegraph Co., 43 Atl, Rep., 433.

In New York it has been held that directors holding over, at the end of their term of office, and continuing to act as directors are such de jure until their successors are chosen. Phila. & Rdg. C. & I. Co. v. Hotchkiss, 82 N. Y., 474.

42. Supreme Court May Summarily Investigate Complaints Touching Elections.

The supreme court, upon application of any person who may be aggrieved by or 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, shall proceed forthwith, and in a summary way 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 order a new election, or make such order, and give such relief in the premises as right and justice may require; the court may, if the case require it, either order an issue to be made up in manner and form as it may direct, to try the rights of the respective parties to the office or franchise in question, or may give leave to exhibit or direct the attorney-general to exhibit, an information in the nature of a quo warranto in relation thereto.

P. L. 1825, p. 82; R. S. (Ed. of 1846), p. 139, §7; Act of 1875, §44.
A stockholder is a person aggrieved within the meaning of the

statute. Election of St. Lawrence Steamboat Co., 44 N. J. Law, 529. The court may set aside the election and order the admission as directors of the persons properly elected. In re Election of Cape May, etc., Nav. Co., 51 N. J. Law, 78. See also In re Consol. Telephone & Telegraph Co., 43 Atl. Rep., 433.

The inquiry before the court is limited to the consideration whether or not the election complained of has been conducted according to the statutory provisions. In re Leslie, 58 N. J. Law, 609.

Where the stockholders of a corporation assemble in two bodies at the time and place appointed for an election of directors, and cast their ballots at separate polls, the court, in ascertaining the result of the election pursuant to investigation under Section 42 of the General Act, may consider the ballots cast at both polls. In re Election of Directors of Cedar Grove Cemetery Co., 61 N. J. Law, 422.

Quaere. Do directors, who are acting as trustees in winding up a defunct corporation, have power to vote stock of other corporations owned by the defunct corporation? In re Delaware River and Atlantic Ry. Co., 76 N. J. Law, 163.

Even if it be held that the directors of a defunct corporation may vote the stock of other corporations held by the defunct corporation, still the revocation of a proxy executed by the board, by a sufficient number to reduce the remainder to a minority, will render the proxy invalid. Id.

Under a like statute of New York state it was held that the section only authorizes an application to the court to establish or set aside an election in a summary way, and not by mandamus. Peo. ex rel. Putzel v. Simonson, 61 Hun., 338.

The acceptance of illegal votes in favor of a candidate who has received a majority of all legal votes cast will not defeat his election. In re Argus Co. v. Manning, 138 N. Y., 557.

An election of directors will be set aside when it appears that the election was not held at the annual meeting of stockholders nor at a special meeting called for the purpose on notice to the stockholders nor with their unanimous consent. Dunster v. Bernards Land Co., 74 N. J. Law, 132.

This section applies to all corporations in which there are shares of capital stock held by individuals as private property. In re Newark Library Ass'n, 64 N. J. Law, 265.

Equity will not decide which of two sets of officers claiming to be the officers de jure of a corporation are entitled to the offices, unless some other equitable matter is involved and requires the decision of such question. St. Patrick's Alliance of America v. Byrne, 59 N. J. Eq., 26.

To secure the rights guaranteed by this section, the court is free to deal with an election, not necessarily in accordance with strict legal rules, but according to the substantial rights and equities. Stratford v. Mallory, 70 N. J. Law, 294.

Quo warranto is the proper remedy by which to test the title to office in a private corporation. Hankins v. Newell, 75 N. J. Law, 26. See also In re Jersey City Paper Co., 69 N. J. Law, 594.

42a.* Chancellor May Summarily Investigate Complaints Touching Elections. May Restrain Persons From Exercising Offices Pending Investigation.

Any person who may be aggrieved by or complain of any election for directors, or any proceeding, act or matter in or touching the same, may make application by petition to the chancellor, who, after requiring reasonable notice to be given to the adverse party or to those who are to be affected thereby, shall 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 order a new election, or make such order and give such relief in the premises as right and justice may require.

2. Pending the hearing and determination of any application to investigate an election of directors the chancellor may by order restrain the persons claiming to have been elected to the office of director from exercising any of the functions and duties of the office.

(Supplement of March 24, 1899; P. L. 1899, p. 563.)

The court has held that this act is unconstitutional; that the power to inquire into and adjudicate upon the validity of an election of officers is by the constitution vested solely in the Supreme Court, and that the Legislature has no power to vest any part of that judicial jurisdiction in any other tribunal. Goldstein v. Ewing, 62 N. J. Eq., 69. Before this act was passed the court refused to take jurisdiction of cases affecting corporate elections unless there was some element of fraud, breach of trust, or breach of agreement, or other specific ground for equitable relief. See Johnston v. Jones, 23 N. J. Eq., 216,

*

Arbitrary number; section inserted here merely for convenience

of reference,

226; Mechanies' Nat'l Bank v. Burnet Mfg. Co., 32 N. J. Eq., 236, 239; Kean v. Union Water Co., 52 N. J. Eq., 813; Owen v. Whitaker, 20 N. J. Eq., 122.

43. Annual Report to Secretary of State.

Every domestic corporation and every foreign corporation doing business within this state, shall file in the office of the secretary of state within thirty days after the first election of directors and officers and annually thereafter within thirty days after the time appointed for holding the annual election of directors, a report authenticated by the signatures of the president and one other officer, or by any two directors of the company, stating:

I. The name of the corporation;

II. The location (town or city, street and number, if number there be) of its registered office in this state, and the name of the agent upon which process against the corporation may be served;"

*

III. The character of its business;

IV. The amount of its authorized capital stock, if any, and the amount actually issued and outstanding;

V. The names and addresses of all the directors and officers of the company and when the term of office of each expires;

VI. The date appointed for the next annual meeting of the stockholders for the election of directors;

VII. Whether the name of such corporation has been at all times displayed at the entrance of its registered office in this state, and whether such corporation has kept at this registered office in this state a

*See Nickolson v. Wheeling L. E. & P. Coal Co., 110 Fed. Rep, 105.

transfer book in which the transfers of stock are made, and a stock book containing the names and addresses of the stockholders and the number of shares held by them respectively, open at all times to the examination of the stockholders as required by law; provided, however, that the requirement of. this subdivision shall not apply to foreign corporations nor to any railroad or canal corporation; and further provided, that no part of this section shall apply to corporations as are now by law under the supervision of the department of banking and insurance; if such report is not so made and so filed the corporation shall forfeit to the state two hundred dollars, to be recovered with costs in an action of debt, to be prosecuted by the attorneygeneral, who shall prosecute such actions whenever it shall appear that this section has been violated; and further provided, if such report be not so made and filed, all of the directors of any such domestic corporation who shall wilfully refuse to comply with the provisions hereof and who shall be in office during the default shall at the time appointed for the next election, and for a period of one year thereafter, be thereby rendered ineligible for election or appointment to any office in the company as directors or otherwise; no director shall be thus disqualified for the failure to make and file such report if he shall file with the secretary of state before the time appointed for holding the next election of directors after said default, a certificate stating that he has endeavored to have such report made and filed, but that the officers have neglected to make and file the same, and shall report the items required to be stated in such annual report so far as they are within his knowledge or are obtainable from sources of such information open to him, verified by him to be true to the best of his knowledge,

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