Ante, vol. p. 61% § 5. All companies organized under this act or the act to which this is supplementary shall be subject to the provisions of section twentytwo of chapter one hundred and eighty* of the laws of eighteen hundred and seventy-five. § 6. This act shall take effect immediately. CHAP. 416. AN ACT to amend chapter four hundred and forty of the laws of eighteen hundred and seventy-three, entitled "An act requiring commissioners of highways to act as inspectors of plank-roads and turnpikes.' PASSED May 25, 1876; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. The counties of Ulster and Rensselaer are hereby exempted from the operation of chapter four hundred and forty of the laws of eighteen hundred and seventy-three, entitled "An act to require the commissioners of highways to act as inspectors of plankroads and turnpikes." § 2. This act shall take effect immediately. The above act, "so far as the same relates to Ulster county," was repealed by ch. 176, L. 1878, and the act of 1873 made "applicable to said county of Ulster." CHAP. 426. AN ACT to enable a wife to be a witness in cases of criminal conversation. PASSED May 26, 1876. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. In an action for criminal conversation the wife of the plaintiff may be a witness for the defendant, and shall be competent to give evidence the same as any other witness on behalf of such defendant, except that she shall not be permitted to disclose any confidential communication had or made between herself and her husband. § 2. This act shall take effect immediately. CHAP. 435. Turnpike AN ACT to amend chapter two hundred and ten of the laws Plankof eighteen hundred and forty-seven, entitled "An act to road and provide for the incorporation of companies to construct Com plank-roads and of companies to construct turnpike roads," passed May seven, eighteen hundred and forty-seven. PASSED June 2, 1876. "panies. The People of the State of New York, represented in Senate and Assembly, do enact as follows: charged. SECTION 1. No more toll per mile shall be taken, as provided by the Amount of terms of chapter two hundred and ten of the laws of eighteen hundred toll to be and forty-seven, entitled "An act to provide for the incorporation of 3 Edm. 548. companies to construct plank-roads and of companies to construct turnpike roads," passed May seven, eighteen hundred and forty-seven, than for the number of miles which shall be traveled by the person or persons using such roads to the end that where diverging roads strike any plank-road or turnpike road, at or near any toll-gate, the toll charged for using such plank-road or turnpike road shall commence from the point of such divergence, and the toll charged shall be only for the distance traveled on such plank-road or turnpike road, provided, however, that fractions of cents may be made units of cents in favor of said plank or turnpike road; provided, that the board of supervisors of any county in which any such plank-road or turnpike may be situate, and for so much thereof as shall lie within said county, shall, by a majority vote, pass a resolution, declaring it to be proper that such discrimination shall be made. § 2. This act shall take effect immediately. CHAP. 442. AN ACT relative to the dissolution of corporations. PASSED June 2, 1876; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: When trustees to man- dissolve. SECTION 1. Whenever the trustees of a corporation, now existing or which may hereafter be formed, created under or pursuant to the general statutes of this State authorizing the formation of corporations for manufacturing, mining, mechanical or chemical purposes, shall consist of an even number of persons, and they shall be equally divided as to the management of the affairs of said Supreme corporation, and the whole stock of such corporation, at the time of such dis- Court may agreement, shall be owned by the persons being the trustees, or so divided that 8 Hun, 508. one-half thereof be owned or controlled by persons favoring the course of half the number of trustees, and the other half thereof by persons favoring the course of the other half of the number of trustees, the Supreme Court is hereby authorized, in its discretion, upon the application of the trustees, or any or either of them, either upon petition or by action, to dissolve said corporation and to take charge of and wind up its affairs, and for that purpose to appoint one or more receivers thereof, with the usual powers and authority of receivers appointed upon the voluntary dissolution of corporations; and after paying the expenses of such receivership and the debts and liabilities of the corporation, the residue of the assets of said corporation shall be distributed among the stockholders in proportion to their several interests therein. § 2. This act shall take effect immediately. Repealed by chap. 245, L. 1880. See Co. Civ. Proc., § 2420. How constituted. Duty of board. Rules. Quorum. Report. CHAP. 444. AN ACT to establish a State Board of Audit, and to define its powers and duties. PASSED June 2, 1876; three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. A State Board of Audit is hereby constituted and established which shall be composed of the Comptroller, the Secretary of State and the State Treasurer. § 2. It shall be the duty of said Board of Audit, and it shall have power to hear all private claims and accounts against the State (except such as are now heard by the Canal Appraisers according to law), to administer oaths and take testimony in relation thereto, to determine on the justice and amount thereof, and to allow such sums as it shall consider should equitably be paid by the State to the claimants. Its decisions shall be filed in the office of the Secretary of State. It shall be the duty of the Attorney General to attend every hearing before said Board of Audit, for the purpose of protecting the interests of the State, and he shall have authority to subpoena and examine witnesses on behalf of the State in reference to such claims or accounts. § 3. Said Board shall establish rules as to the times of its sessions, which shall be at least as often as once in each month, and as to the forms and methods of procedure before it. Two members of said Board shall constitute a quorum. The concurrent vote of two of its members shall be necessary to, and shall constitute a decision. § 4 The Secretary of State at the opening of each session of the Legislature, and at other times when so requested by the Legislature, shall send a report thereto, containing a full list of all claims and accounts acted upon by said board, with the evidence taken and their action on each thereof, since the last preceding report. 5. This act shall take effect immediately. 8 Abb. N. C. 128. CHAP. 446. Railroads. AN ACT to amend chapter four hundred and thirty of the laws of eighteen hundred and seventy-four, entitled "An act to facilitate the reorganization of railroads sold under mortgage, and providing for the formation of new Amending ch. 430, panies in such cases." PASSED June 2, 1876. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. The first section of chapter four hundred and thirty of Laws 1874. laws of eighteen hundred and seventy-four, entitled "An act to facili9 Edm.912. tate the reorganization of railroads sold under mortgage, and providing for the formation of new companies in such cases," is hereby amended so as to read as follows: to become corporate certificate. § 1. In case the railroad and property connected therewith, and the Purchasrights, privileges and franchises of any corporation, except a street rail- ers, etc.. road company, created under the general railroad law of this State, or ex- a body isting under any special or general act of the Legislature thereof, shall be politic and sold under or pursuant to the judgment or decree of any court of com- by making petent jurisdiction made or given to execute the provisions or enforce and ling the lien of any deed or deeds of trust, or mortgage theretofore executed by any such company, the purchasers, of such railroad property and franchises, and such persons as they may associate with themselves, their grantees or assigns or a majority of them, may become a body politic and corporate, and as such may take, hold and possess the title and property included in said sale, and shall have all the franchises, rights, powers, privileges and immunities which were possessed before such sale by the corporation whose property shall have been sold as aforesaid, by and upon filing in the office of the Secretary of State, a certificate, duly executed under their hands and seals and acknowledged before an officer authorized to take the acknowledgment of deeds, in which certificate the said persons shall describe by name and Contents reference to the act or acts of the Legislature of this State under which cate. it was organized, the corporation whose property and franchises they shall have acquired as aforesaid, and also the court by authority of which such sale shall have been made, giving the date of the judgment or decree thereof, authorizing or directing the same, together with a brief description of the property sold, and shall also set forth the following particulars. of certifi 1. The name of the new corporation intended to be formed by the Name of filing of such certificate. corporation. stock. 2. The maximum amount of its capital stock and the number of Capital shares into which the same is to be divided, specifying how much of the same shall be common, and how much preferred stock, and the classes thereof, and the rights pertaining to each class. Number of directors. Plans and agree ments. execution cate. 3. The number of directors by whom the affairs of the said new corporation are to be maneged, and the names and residences of the persons selected to act as directors for the first year after its organization. 4. Any plan or agreement which may have been entered into pursuant to the second section hereof. And upon the due execution of such certificate, and the filing of the Effect of same in the office of the Secretary of State, the persons executing such and fling certificate, and who shall have acquired the title to the property and of certififranchises sold as aforesaid, their associates, successors and assigns, shall become and be a body politic and corporate, by the name specified in such certificate, and shall become and be vested with, and entitled to exercise and enjoy, all the rights, privileges and franchises, which at the time of such sale belonged to, or were vested in the corporation which last owned the property so sold, or its receiver, and shall be subject to all the provisions, duties and liabilities imposed by the act entitled "An act to authorize the formation of railroad corporations. and to regulate the same," passed April second, eighteen hundred and fifty, and of the acts amendatory thereof, except so far as said provisions, duties and liabilities may be inconsistent herewith, and with the last named rights, privileges or franchises; and a copy of the certificate said certificate, certified by the Secretary of State or his deputy, shall evidence. be presumptive evidence of the due formation of the new corporation therein mentioned, provided always that a majority of said persons shall be citizens and residents of this State. In the certificate so to be filed shall be inserted the whole of the plan or agreement in the next sec Copy of Effect of plan or agreement. When new corporation may issue bonds and stock. tion referred to. And such plan, agreement and articles may regulate voting by, and on the part of, the holders of the preferred and common stock of said company, and may also allow, provide for and regulate voting at, and in said meetings, and also for directors, by and on the part of the holders and owners of any or all of the bonds of the company foreclosed, or of the bonds, issued or to be issued, and payable by the new company, pursuant to any such plan, agreement or articles; such right of voting by bondholders to be in such manner, for such period or periods, and upon such conditions as said articles may authorize and declare; but such articles shall contain suitable provisions for such bondholders voting by proxy. Said articles shall not be inconsistent with the Constitution or laws of this State and shall be binding upon the company until changed as therein provided for, or until otherwise provided by law. § 2. The second section of the said act is hereby amended so as to read as follows: § 2. In case the persons organzing or whose duty it may be to organize the new corporation to be formed as provided in the first section of this act, shall have acquired title to the railroad property and franchises which may have been sold as in said section mentioned, pursuant to any plan or agreement for or in anticipation of the readjustment of the respective interests therein of the mortgage creditors and stockholders of the company owning, or which last owned, such property and franchises at the time of any such sale, and for the representation of such interests of creditors and stockholders in the bonds or stock of the new corporation to be formed, as provided for in said section, the said new corporation shall be authorized and shall have the power to issue its bonds and stock in conformity with the proviWhen may sions of such plan or agreement; and the said new corporation may, at any time within six months after its organization, compromise, settle or assume the payment of any debt, claim or liability of the former company, upon such terms as may be lawfully approved by a majority of the agents or trustees intrusted with the carrying out of Prefer- the plan or agreement of reorganization aforesaid; and for the purdividends poses of such plans and of such settlements, the said new corporation may and shall be authorized to establish preferences in respect to the payment of dividends in favor of any portion of its said capital stock, and to divide its said stock into classes; provided, nevertheless, that nothing herein contained shall be held to authorize the issue of capital stock by the said new company to an aggregate amount exceeding the maximum amount of such stock mentioned in the certificate of incorporation. compromise, etc., debt of former company. ences in Sale of property. Sale of formation of new company not to interfere with receiver. Suits against receiver. 1. And it shall be lawful for the Supreme Court to direct a sale of the whole of the property, rights and franchises covered by the mortgage or mortgages, or deeds of trust foreclosed at any one time and place to be named in the judgment or order, either in the case of the non-payment of interest only, or of both the principal and interest. due and unpaid and secured by any mortgage or mortgages or deeds aforesaid. 2. Neither the said sale nor the formation of such corporation shall interfere with the authority or possession of any receiver of the property and franchises aforesaid, but he shall remain liable to be removed or discharged at such time as the court may deem proper. 3. No suit or proceeding shall be commenced against said receiver (unless founded on willful misconduct or fraud in his trust), except such as shall be commenced before the expiration of sixty days from |