shall have full power to examine into the affairs and condition of any bank or other corporation in this State, at all times; and for that purpose any committee appointed by the legislature, or either branch thereof, shall have full power to administer all necessary oaths to the directors, officers and stockholders of such bank or other corporation, and to examine them on oath in relation to the affairs and condition thereof, and to examine the vaults, safes, books, papers and documents belonging to such corporation, or pertaining to its affairs and condition, and to compel the production of all keys, books, papers and documents, by summary process to be issued on application to any court of record, or any judge thereof, under such rules and regulatious as the said court may prescribe.

On Proceedings by and against Corporations in Courts of law.

[Chapter One Hundred and Sixteen of Revised Statutes of 1846.]

SECTION 1. A foreign corporation created by the laws of any other State or country, may prosecute in the Courts of this State, upon giving security for the payment of the costs of suit, in the same manner that nonresidents are required by law to do.

SEC. 2. But when, by the laws of this State, any act is forbidden to be done by any corporation, or by any association of individuals, without express authority by law, and such act shall have been done by a foreign corporation, it shall not be authorized to maintain any action founded upon such act, or upon any liability or ob

ligation, express or implied, arising out of, or made or entered into in consideration of such act.

SEC. 3. Suits against corporations may be commenced by original writ of summons, or by declaration, in the same manner that personal actions may be commenced against individuals, and such writ, or a copy of such declaration, in any suit against a corporation, may be served on the presiding officer, the Cashier, the Secretary, or the Treasurer thereof; or if there be no such officer, or none can be found, such service may be made on such other officer or member of such corporation, or in such other manner, as the Court in which such suit is brought may direct.

SEC. 4. When such process, or a copy of such declaration with a notice of rule to plead, shall have been returned duly served, the appearance of the corporation shall be entered, and the plaintiff may proceed thereupon in such suit, in the same manner as in personal actions against natural persons. And when it may be necessary to institute suits against any corporation which may have ceased to do business, or to keep up its organization by the appointment of officers or otherwise, it shall be competent to serve any writ, declaration or other process in such suit, on either of the persons who may have been the last presiding officer, President, Cashier, Secretary or Treasurer thereof, and such service shall be as effectual to all intents and purposes as if made on such corporation; and in every such case where, by the existing provisions of law, the property of individual members of any such corporation vested in its corporate funds, or the shares or stock of any individual member in such corporation, are subject to be levied upon by virtue of any execution, attachment or other process, for the payment of his individual debts, such levy may be made by leaving with any of the persons aforesaid, or with the of

ficer or person having the custody of the books of such corporation, an attested copy of such execution, attachment or process; and such property, funds or stock may be sold as is now provided by law. (a)

SEC. 6. In suits brought by a corporation created by or under any statute of this State, it shall not be necessary to prove on the trial of the cause the existence of such corporation, unless the defendant shall have pleaded in abatement, or given notice under his plea to the action, that the plaintiffs are not a corporation, and annex thereto an affidavit of the truth of such plea or notice.

SEC. 7. In actions by or against any corporation created by or under any law of this State, it shall not be necessary to recite the act or acts of incorporation, or the proceedings by which such corporation was created, or to set forth the substance thereof, but the same may be pleaded by reciting the title of such act, and the date of its approval.

SEC. 8. In suits or proceedings by or against any corportion, a mistake in the naming of such corporation shall be pleaded in abatement; and if not so pleaded shall be deemed to have been waived.

SEC. 9. In suits commenced by attachment in favor of a resident of this State, against any corporation created by or under the laws of any other State, Government or country, if a copy of such attachment, and of the inventory of property attached, shall have been personally served on any officer, member, clerk or agent of such corporation within this State, the same proceedings shall be thereupon had, and with the like effect, as in case of an attachment against a natnral person, which shall have been returned served in like manner upon the defendant.

SEC. 10. If it shall appear to the Court that any such

(a) As Amended by Act of 223, in foree from June 1, 1819. Laws of 1849, p. 312.

suit against a foreign corporation was brought vexatiously and without just cause, they shall award double costs against the plaintiff, and such plaintiff shall be liable to the defendants for all damages which they may sustain by such proceedings.

Of Proceedings Against Corporations.

[Chapter One Hundred and Seventeen of Revised Statutes of 1846.]

SEC. 1. Upon a bill being filed under the direction of the Attorney General, in any Court having equity jurisdiction, the Court shall have power to restrain by injunction, any corporation from assuming or exercising any franchise, liberty or privilege, or transacting any business not authorized by the charter of such corporation; and in the same manner to restrain any individuals from exercising any corporate rights, privileges or franchises, not granted to them by any law of this State.

SEC. 2. Such injunction may be issued before the coming in of the answer, upon satisfactory proof that the defendants complained of have usurped, exercised or claimed, any franchise, privilege, liberty, or corporate right not granted to them, and after the coming in of the answer, such injunction may be continued until judgment at law shall have been had.

SEC. 3. The Circuit Court within the proper county shall have jurisdiction over Directors, Managers, Trustees and other officers of corporations:

1. To compel them to account for their official conduct

in the management and disposition of the funds and property committed to their charge;

2. To decree and compel payment by them to the corporation whom they represent, and to its creditors, of all sums of money, and of the value of all property which they may have acquired to themselves, or transferred to others, or may have lost or wasted, by any violation of their duties as such Directors, Managers, Trustees or other officers;

3. To suspend any such Trustee or officer from exercising his office, whenever it shall appear that he has abused his trust;

4. To remove any such Trustee or officer from his office, upon proof or conviction of gross misconduct;

5. To direct new elections to be held by the body or board duly authorized for that purpose, to supply any vacancy created by such removal;

6. In case there be no such body or board, or all the members of such board be removed, then to report the same to the Governor, who shall be authorized, with the consent of the Senate, to fill such vacancies;

7. To set aside all alienations of property made by the Trustees or other officers of any corporation, contrary to the provisions of law, or for purposes foreign to the lawful business and objects of such corporation, in cases where the person receiving such alienation knew the purpose for which the same was made; and

8. To restrain and prevent any such alienation in cases where it may be threatened, or there may be good reason to apprehend that it is intended to be made.

SEC. 4. When any of the visitatorial powers enumerated in the preceding section, over any corporation, are or shall be vested, by statute, in any corporate body or public officer, the provisions of that section shall not be construed to divest or impair the powers so vested.