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S 621. Voting trust agreements.
  (a) Any shareholder or shareholders, under an agreement in writing,
may transfer his or their shares to a voting trustee or trustees for the
purpose of conferring the right to vote thereon for a period not
exceeding ten years upon the terms and conditions therein stated. The
certificates for shares so transferred shall be surrendered and
cancelled and new certificates therefor issued to such trustee or
trustees stating that they are issued under such agreement, and in the
entry of such ownership in the record of the corporation that fact shall
also be noted, and such trustee or trustees may vote the shares so
transferred during the term of such agreement.
  (b) The trustee or trustees shall keep available for inspection by
holders of voting trust certificates at his or their office or at a
place designated in such agreement or of which the holders of voting
trust certificates have been notified in writing, correct and complete
books and records of account relating to the trust, and a record
containing the names and addresses of all persons who are holders of
voting trust certificates and the number and class of shares represented
by the certificates held by them and the dates when they became the
owners thereof. The record may be in written form or any other form
capable of being converted into written form within a reasonable time.
  (c) A duplicate of every such agreement shall be filed in the office
of the corporation and it and the record of voting trust certificate
holders shall be subject to the same right of inspection by a
shareholder of record or a holder of a voting trust certificate, in
person or by agent or attorney, as are the records of the corporation
under section 624 (Books and records; right of inspection, prima facie
evidence).  The shareholder or holder of a voting trust certificate
shall be entitled to the remedies provided in that section.
  (d) At any time within six months before the expiration of such voting
trust agreement as originally fixed or as extended one or more times
under this paragraph, one or more holders of voting trust certificates
may, by agreement in writing, extend the duration of such voting trust
agreement, nominating the same or substitute trustee or trustees, for an
additional period not exceeding ten years. Such extension agreement
shall not affect the rights or obligations of persons not parties
thereto and  shall in every respect comply with and be subject to all
the provisions of this section applicable to the original voting trust
agreement.

S 622. Preemptive rights.
  (a) As used in this section, the term:
  (1) "Unlimited dividend rights" means the right without limitation as
to amount either to all or to a share of the balance of current or
liquidating dividends after the payment of dividends on any shares
entitled to a preference.
  (2) "Equity shares" means shares of any class, whether or not
preferred as to dividends or assets, which have unlimited dividend
rights.
  (3) "Voting rights" means the right to vote for the election of one or
more directors, excluding a right so to vote which is dependent on the
happening of an event specified in the certificate of incorporation
which would change the voting rights of any class of shares.
  (4) "Voting shares" means shares of any class which have voting
rights, but does not include bonds on which voting rights are conferred
under section 518 (Corporate bonds).
  (5) "Preemptive right" means the right to purchase shares or other
securities to be issued or subjected to rights or options to purchase,
as such right is defined in this section.
  (b) (1) With respect to any corporation incorporated prior to the
effective date of subparagraph (2) of this paragraph, except as
otherwise provided in the certificate of incorporation, and except as
provided in this section, the holders of equity shares of any class, in
case of the proposed issuance by the corporation of, or the proposed
granting by the corporation of rights or options to purchase, its equity
shares of any class or any shares or other securities convertible into
or carrying rights or options to purchase its equity shares of any
class, shall, if the issuance of the equity shares proposed to be issued
or issuable upon exercise of such rights or options or upon conversion
of such other securities would adversely affect the unlimited dividend
rights of such holders, have the right during a reasonable time and on
reasonable conditions, both to be fixed by the board, to purchase such
shares or other securities in such proportions as shall be determined as
provided in this section.
  (2) With respect to any corporation incorporated on or after the
effective date of this subparagraph, the holders of such shares shall
not have any preemptive right, except as otherwise expressly provided in
the certificate of incorporation.
  (c) Except as otherwise provided in the certificate of incorporation,
and except as provided in this section, the holders of voting shares of
any class having any preemptive right under this paragraph on the date
immediately prior to the effective date of subparagraph (2) of paragraph
(b) of this section, in case of the proposed issuance by the corporation
of, or the proposed granting by the corporation of rights or options to
purchase, its voting shares of any class or any shares or other
securities convertible into or carrying rights or options to purchase
its voting shares of any class, shall, if the issuance of the voting
shares proposed to be issued or issuable upon exercise of such rights or
options or upon conversion of such other securities would adversely
affect the voting rights of such holders, have the right during a
reasonable time and on reasonable conditions, both to be fixed by the
board, to purchase such shares or other securities in such proportions
as shall be determined as provided in this section.
  (d) The preemptive right provided for in paragraphs (b) and (c)  shall
entitle shareholders having such rights to purchase the shares or other
securities to be offered or optioned for sale as nearly as practicable
in such proportions as would, if such preemptive right were exercised,
preserve the relative unlimited dividend rights and voting rights of
such holders and at a price or prices not less favorable than the price
or prices at which such shares or other securities are proposed to be
offered for sale to others, without deduction of such reasonable
expenses of and compensation for the sale, underwriting or purchase of
such shares or other securities by underwriters or dealers as may
lawfully be paid by the corporation. In case each of the shares
entitling the holders thereof to preemptive rights does not confer the
same unlimited dividend right or voting right, the board shall apportion
the shares or other securities to be offered or optioned for sale among
the shareholders having preemptive rights to purchase them in such
proportions as in the opinion of the board shall preserve as far as
practicable the relative unlimited dividend rights and voting rights of
the holders at the time of such offering. The apportionment made by the
board shall, in the absence of fraud or bad faith, be binding upon all
shareholders.
  (e) Unless otherwise provided in the certificate of incorporation,
shares or other securities offered for sale or subjected to rights or
options to purchase shall not be subject to preemptive rights under
paragraph (b) or (c) of this section if they:
  (1) Are to be issued by the board to effect a merger or consolidation
or offered or subjected to rights or options for consideration other
than cash;
  (2) Are to be issued or subjected to rights or options under paragraph
(d) of section 505 (Rights and options to purchase shares; issue of
rights and options to directors, officers and employees);
  (3) Are to be issued to satisfy conversion or option rights
theretofore granted by the corporation;
  (4) Are treasury shares;
  (5) Are part of the shares or other securities of the corporation
authorized in its original certificate of incorporation and are issued,
sold or optioned within two years from the date of filing such
certificate; or
  (6) Are to be issued under a plan of reorganization approved in a
proceeding under any applicable act of congress relating to
reorganization of corporations.
  (f) Shareholders of record entitled to preemptive rights on the record
date fixed by the board under section 604 (Fixing record date), or, if
no record date is fixed, then on the record date determined under
section 604, and no others shall be entitled to the right defined in
this section.
  (g) The board shall cause to be given to each shareholder entitled to
purchase shares or other securities in accordance with this section, a
notice directed to him in the manner provided in section 605 (Notice of
meetings of shareholders) setting forth the time within which and the
terms and conditions upon which the shareholder may purchase such shares
or other securities and also the apportionment made of the right to
purchase among the shareholders entitled to preemptive rights. Such
notice shall be given personally or by mail at least fifteen days prior
to the expiration of the period during which the shareholder shall have
the right to purchase. All shareholders entitled to preemptive rights to
whom notice shall have been given as aforesaid shall be deemed
conclusively to have had a reasonable time in which to exercise their
preemptive rights.
  (h) Shares or other securities which have been offered to shareholders
having preemptive rights to purchase and which have not been purchased
by them within the time fixed by the board may thereafter, for a period
of not exceeding one year following the expiration of the time during
which shareholders might have exercised such preemptive rights, be
issued, sold or subjected to rights or options to any other person or
persons at a price, without deduction of such reasonable expenses of and
compensation for the sale, underwriting or purchase of such shares by
underwriters or dealers as may lawfully be paid by the corporation, not
less than that at which they were offered to such shareholders. Any such
shares or other securities not so issued, sold or subjected to rights or
options to others during such one year period shall thereafter again be
subject to the preemptive rights of shareholders.
  (i) Except as otherwise provided in the certificate of incorporation
and except as provided in this section, no holder of any shares of any
class shall as such holder have any preemptive right to purchase any
other shares or securities of any class which at any time may be sold or
offered for sale by the corporation. Unless otherwise provided in the
certificate of incorporation, holders of bonds on which voting rights
are conferred under section 518 shall have no preemptive rights.

S 623. Procedure to enforce shareholder`s right to receive payment for
         shares.
  (a) A shareholder intending to enforce his right under a section of
this chapter to receive payment for his shares if the proposed corporate
action referred to therein is taken shall file with the corporation,
before the meeting of shareholders at which the action is submitted to a
vote, or at such meeting but before the vote, written objection to the
action. The objection shall include a notice of his election to dissent,
his name and residence address, the number and classes of shares as to
which he dissents and a demand for payment of the fair value of his
shares if the action is taken.  Such objection is not required from any
shareholder to whom the corporation did not give notice of such meeting
in accordance with this chapter or where the proposed action is
authorized by written consent of shareholders without a meeting.
  (b) Within ten days after the shareholders` authorization date, which
term as used in this section means the date on which the shareholders`
vote authorizing such action was taken, or the date on which such
consent without a meeting was obtained from the requisite shareholders,
the corporation shall give written notice of such authorization or
consent by registered mail to each shareholder who filed written
objection or from whom written objection was not required, excepting any
shareholder who voted for or consented in writing to the proposed action
and who thereby is deemed to have elected not to enforce his right to
receive payment for his shares.
  (c) Within twenty days after the giving of notice to him, any
shareholder from whom written objection was not required and who elects
to dissent shall file with the corporation a written notice of such
election, stating his name and residence address, the number and classes
of shares as to which he dissents and a demand for payment of the fair
value of his shares. Any shareholder who elects to dissent from a merger
under section 905 (Merger of subsidiary corporation) or paragraph (c) of
section 907 (Merger or consolidation of domestic and foreign
corporations) or from a share exchange under paragraph (g) of section
913 (Share exchanges) shall file a written notice of such election to
dissent within twenty days after the giving to him of a copy of the plan
of merger or exchange or an outline of the material features thereof
under section 905 or 913.
  (d) A shareholder may not dissent as to less than all of the shares,
as to which he has a right to dissent, held by him of record, that he
owns beneficially. A nominee or fiduciary may not dissent on behalf of
any beneficial owner as to less than all of the shares of such owner, as
to which such nominee or fiduciary has a right to dissent, held of
record by such nominee or fiduciary.
  (e) Upon consummation of the corporate action, the shareholder shall
cease to have any of the rights of a shareholder except the right to be
paid the fair value of his shares and any other rights under this
section. A notice of election may be withdrawn by the shareholder at any
time prior to his acceptance in writing of an offer made by the
corporation, as provided in paragraph (g), but in no case later than
sixty days from the date of consummation of the corporate action except
that if the corporation fails to make a timely offer, as provided in
paragraph (g), the time for withdrawing a notice of election shall be
extended until sixty days from the date an offer is made. Upon
expiration of such time, withdrawal of a notice of election shall
require the written consent of the corporation. In order to be
effective, withdrawal of a notice of election must be accompanied by the
return to the corporation of any advance payment made to the shareholder
as provided in paragraph (g).  If a notice of election is withdrawn, or
the corporate action is rescinded, or a court shall determine that the
shareholder is not entitled to receive payment for his shares, or the
shareholder shall otherwise lose his dissenters` rights, he shall not
have the right to receive payment for his shares and he shall be
reinstated to all his rights as a shareholder as of the consummation of
the corporate action, including any intervening preemptive rights and
the right to payment of any intervening dividend or other distribution
or, if any such rights have expired or any such dividend or distribution
other than in cash has been completed, in lieu thereof, at the election
of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without
prejudice otherwise to any corporate proceedings that may have been
taken in the interim.
  (f) At the time of filing the notice of election to dissent or within
one month thereafter the shareholder of shares represented by
certificates shall submit the certificates representing his shares to
the corporation, or to its transfer agent, which shall forthwith note
conspicuously thereon that a notice of election has been filed and shall
return the certificates to the shareholder or other person who submitted
them on his behalf. Any shareholder of shares represented by
certificates who fails to submit his certificates for such notation as
herein specified shall, at the option of the corporation exercised by
written notice to him within forty-five days from the date of filing of
such notice of election to dissent, lose his dissenter`s rights unless a
court, for good cause shown, shall otherwise direct. Upon transfer of a
certificate bearing such notation, each new certificate issued therefor
shall bear a similar notation together with the name of the original
dissenting holder of the shares and a transferee shall acquire no rights
in the corporation except those which the original dissenting
shareholder had at the time of transfer.
  (g) Within fifteen days after the expiration of the period within
which shareholders may file their notices of election to dissent, or
within fifteen days after the proposed corporate action is consummated,
whichever is later (but in no case later than ninety days from the
shareholders` authorization date), the corporation or, in the case of a
merger or consolidation, the surviving or new corporation, shall make a
written offer by registered mail to each shareholder who has filed such
notice of election to pay for his shares at a specified price which the
corporation considers to be their fair value. Such offer shall be
accompanied by a statement setting forth the aggregate number of shares
with respect to which notices of election to dissent have been received
and the aggregate number of holders of such shares. If the corporate
action has been consummated, such offer shall also be accompanied by (1)
advance payment to each such shareholder who has submitted the
certificates representing his shares to the corporation, as provided in
paragraph (f), of an amount equal to eighty percent of the amount of
such offer, or (2) as to each shareholder who has not yet submitted his
certificates a statement that advance payment to him of an amount equal
to eighty percent of the amount of such offer will be made by the
corporation promptly upon submission of his certificates. If the
corporate action has not been consummated at the time of the making of
the offer, such advance payment or statement as to advance payment shall
be sent to each shareholder entitled thereto forthwith upon consummation
of the corporate action. Every advance payment or statement as to
advance payment shall include advice to the shareholder to the effect
that acceptance of such payment does not constitute a waiver of any
dissenters` rights. If the corporate action has not been consummated
upon the expiration of the ninety day period after the shareholders`
authorization date, the offer may be conditioned upon the consummation
of such action. Such offer shall be made at the same price per share to
all dissenting shareholders of the same class, or if divided into
series, of the same series and shall be accompanied by a balance sheet
of the corporation whose shares the dissenting shareholder holds as of
the latest available date, which shall not be earlier than twelve months
before the making of such offer, and a profit and loss statement or
statements for not less than a twelve month period ended on the date of
such balance sheet or, if the corporation was not in existence
throughout such twelve month period, for the portion thereof during
which it was in existence. Notwithstanding the foregoing, the
corporation shall not be required to furnish a balance sheet or profit
and loss statement or statements to any shareholder to whom such balance
sheet or profit and loss statement or statements were previously
furnished, nor if in connection with obtaining the shareholders`
authorization for or consent to the proposed corporate action the
shareholders were furnished with a proxy or information statement, which
included financial statements, pursuant to Regulation 14A or Regulation
14C of the United States Securities and Exchange Commission. If within
thirty days after the making of such offer, the corporation making the
offer and any shareholder agree upon the price to be paid for his
shares, payment therefor shall be made within sixty days after the
making of such offer or the consummation of the proposed corporate
action, whichever is later, upon the surrender of the certificates for
any such shares represented by certificates.
  (h) The following procedure shall apply if the corporation fails to
make such offer within such period of fifteen days, or if it makes the
offer and any dissenting shareholder or shareholders fail to agree with
it within the period of thirty days thereafter upon the price to be paid
for their shares:
  (1) The corporation shall, within twenty days after the expiration of
whichever is applicable of the two periods last mentioned, institute a
special proceeding in the supreme court in the judicial district in
which the office of the corporation is located to determine the rights
of dissenting shareholders and to fix the fair value of their shares.
If, in the case of merger or consolidation, the surviving or new
corporation is a foreign corporation without an office in this state,
such proceeding shall be brought in the county where the office of the
domestic corporation, whose shares are to be valued, was located.
  (2) If the corporation fails to institute such proceeding within such
period of twenty days, any dissenting shareholder may institute such
proceeding for the same purpose not later than thirty days after the
expiration of such twenty day period. If such proceeding is not
instituted within such thirty day period, all dissenter`s rights shall
be lost unless the supreme court, for good cause shown, shall otherwise
direct.
  (3) All dissenting shareholders, excepting those who, as provided in
paragraph (g), have agreed with the corporation upon the price to be
paid for their shares, shall be made parties to such proceeding, which
shall have the effect of an action quasi in rem against their shares.
The corporation shall serve a copy of the petition in such proceeding
upon each dissenting shareholder who is a resident of this state in the
manner provided by law for the service of a summons, and upon each
nonresident dissenting shareholder either by registered mail and
publication, or in such other manner as is permitted by law. The
jurisdiction of the court shall be plenary and exclusive.
  (4) The court shall determine whether each dissenting shareholder, as
to whom the corporation requests the court to make such determination,
is entitled to receive payment for his shares. If the corporation does
not request any such determination or if the court finds that any
dissenting shareholder is so entitled, it shall proceed to fix the value
of the shares, which, for the purposes of this section, shall be the
fair value as of the close of business on the day prior to the
shareholders` authorization date. In fixing the fair value of the
shares, the court shall consider the nature of the transaction giving
rise to the shareholder`s right to receive payment for shares and its
effects on the corporation and its shareholders, the concepts and
methods then customary in the relevant securities and financial markets
for determining fair value of shares of a corporation engaging in a
similar transaction under comparable circumstances and all other
relevant factors. The court shall determine the fair value of the shares
without a jury and without referral to an appraiser or referee.  Upon
application by the corporation or by any shareholder who is a party to
the proceeding, the court may, in its discretion, permit pretrial
disclosure, including, but not limited to, disclosure of any expert`s
reports relating to the fair value of the shares whether or not intended
for use at the trial in the proceeding and notwithstanding subdivision
(d) of section 3101 of the civil practice law and rules.
  (5) The final order in the proceeding shall be entered against the
corporation in favor of each dissenting shareholder who is a party to
the proceeding and is entitled thereto for the value of his shares so
determined.
  (6) The final order shall include an allowance for interest at such
rate as the court finds to be equitable, from the date the corporate
action was consummated to the date of payment. In determining the rate
of interest, the court shall consider all relevant factors, including
the rate of interest which the corporation would have had to pay to
borrow money during the pendency of the proceeding. If the court finds
that the refusal of any shareholder to accept the corporate offer of
payment for his shares was arbitrary, vexatious or otherwise not in good
faith, no interest shall be allowed to him.
  (7) Each party to such proceeding shall bear its own costs and
expenses, including the fees and expenses of its counsel and of any
experts employed by it. Notwithstanding the foregoing, the court may, in
its discretion, apportion and assess all or any part of the costs,
expenses and fees incurred by the corporation against any or all of the
dissenting shareholders who are parties to the proceeding, including any
who have withdrawn their notices of election as provided in paragraph
(e), if the court finds that their refusal to accept the corporate offer
was arbitrary, vexatious or otherwise not in good faith. The court may,
in its discretion, apportion and assess all or any part of the costs,
expenses and fees incurred by any or all of the dissenting shareholders
who are parties to the proceeding against the corporation if the court
finds any of the following: (A) that the fair value of the shares as
determined materially exceeds the amount which the corporation offered
to pay; (B) that no offer or required advance payment was made by the
corporation; (C) that the corporation failed to institute the special
proceeding within the period specified therefor; or (D) that the action
of the corporation in complying with its obligations as provided in this
section was arbitrary, vexatious or otherwise not in good faith. In
making any determination as provided in clause (A), the court may
consider the dollar amount or the percentage, or both, by which the fair
value of the shares as determined exceeds the corporate offer.
  (8) Within sixty days after final determination of the proceeding, the
corporation shall pay to each dissenting shareholder the amount found to
be due him, upon surrender of the certificates for any such shares
represented by certificates.
  (i) Shares acquired by the corporation upon the payment of the agreed
value therefor or of the amount due under the final order, as provided
in this section, shall become treasury shares or be cancelled as
provided in section 515 (Reacquired shares), except that, in the case of
a merger or consolidation, they may be held and disposed of as the plan
of merger or consolidation may otherwise provide.
  (j) No payment shall be made to a dissenting shareholder under this
section at a time when the corporation is insolvent or when such payment
would make it insolvent. In such event, the dissenting shareholder
shall, at his option:
  (1) Withdraw his notice of election, which shall in such event be
deemed withdrawn with the written consent of the corporation; or
  (2) Retain his status as a claimant against the corporation and, if it
is liquidated, be subordinated to the rights of creditors of the
corporation, but have rights superior to the non-dissenting
shareholders, and if it is not liquidated, retain his right to be paid
for his shares, which right the corporation shall be obliged to satisfy
when the restrictions of this paragraph do not apply.
  (3) The dissenting shareholder shall exercise such option under
subparagraph (1) or (2) by written notice filed with the corporation
within thirty days after the corporation has given him written notice
that payment for his shares cannot be made because of the restrictions
of this paragraph. If the dissenting shareholder fails to exercise such
option as provided, the corporation shall exercise the option by written
notice given to him within twenty days after the expiration of such
period of thirty days.
  (k) The enforcement by a shareholder of his right to receive payment
for his shares in the manner provided herein shall exclude the
enforcement by such shareholder of any other right to which he might
otherwise be entitled by virtue of share ownership, except as provided
in paragraph (e), and except that this section shall not exclude the
right of such shareholder to bring or maintain an appropriate action to
obtain relief on the ground that such corporate action will be or is
unlawful or fraudulent as to him.
  (l) Except as otherwise expressly provided in this section, any notice
to be given by a corporation to a shareholder under this section shall
be given in the manner provided in section 605 (Notice of meetings of
shareholders).
  (m) This section shall not apply to foreign corporations except as
provided in subparagraph (e) (2) of section 907 (Merger or consolidation
of domestic and foreign corporations).

S 624. Books and records; right of inspection, prima facie evidence.
  (a) Each corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its
shareholders, board and executive committee, if any, and shall keep at
the office of the corporation in this state or at the office of its
transfer agent or registrar in this state, a record containing the names
and addresses of all shareholders, the number and class of shares held
by each and the dates when they respectively became the owners of record
thereof.  Any of the foregoing books, minutes or records may be in
written form or in any other form capable of being converted into
written form within a reasonable time.
  (b) Any person who shall have been a shareholder of record of a
corporation upon at least five days` written demand shall have the right
to examine in person or by agent or attorney, during usual business
hours, its minutes of the proceedings of its shareholders and record of
shareholders and to make extracts therefrom for any purpose reasonably
related to such person`s interest as a shareholder.  Holders of voting
trust certificates representing shares of the corporation shall be
regarded as shareholders for the purpose of this section.  Any such
agent or attorney shall be authorized in a writing that satisfies the
requirements of a writing under paragraph (b) of section 609 (Proxies).
A corporation requested to provide information pursuant to this
paragraph shall make available such information in written form and in
any other format in which such information is maintained by the
corporation and shall not be required to provide such information in any
other format. If a request made pursuant to this paragraph includes a
request to furnish information regarding beneficial owners, the
corporation shall make available such information in its possession
regarding beneficial owners as is provided to the corporation by a
registered broker or dealer or a bank, association or other entity that
exercises fiduciary powers in connection with the forwarding of
information to such owners. The corporation shall not be required to
obtain information about beneficial owners not in its possession.
  (c) An inspection authorized by paragraph (b) may be denied to such
shareholder or other person upon his refusal to furnish to the
corporation, its transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the interest of a
business or object other than the business of the corporation and that
he has not within five years sold or offered for sale any list of
shareholders of any corporation of any type or kind, whether or not
formed under the laws of this state, or aided or abetted any person in
procuring any such record of shareholders for any such purpose.
  (d) Upon refusal by the corporation or by an officer or agent of the
corporation to permit an inspection of the minutes of the proceedings of
its shareholders or of the record of shareholders as herein provided,
the person making the demand for inspection may apply to the supreme
court in the judicial district where the office of the corporation is
located, upon such notice as the court may direct, for an order
directing the corporation, its officer or agent to show cause why an
order should not be granted permitting such inspection by the applicant.
Upon the return day of the order to show cause, the court shall hear the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such inspection, the court shall
grant an order compelling such inspection and awarding such further
relief as to the court may seem just and proper.
  (e) Upon the written request of any shareholder, the corporation shall
give or mail to such shareholder an annual balance sheet and profit and
loss statement for the preceding fiscal year, and, if any interim
balance sheet or profit and loss statement has been distributed to its
shareholders or otherwise made available to the public, the most recent
such interim balance sheet or profit and loss statement. The corporation
shall be allowed a reasonable time to prepare such annual balance sheet
and profit and loss statement.
  (f) Nothing herein contained shall impair the power of courts to
compel the production for examination of the books and records of a
corporation.
  (g) The books and records specified in paragraph (a) shall be prima
facie evidence of the facts therein stated in favor of the plaintiff in
any action or special proceeding against such corporation or any of its
officers, directors or shareholders.

S 625. Infant shareholders and bondholders.
  (a) A corporation may treat an infant who holds shares or bonds of
such corporation as having capacity to receive and to empower others to
receive dividends, interest, principal and other payments and
distributions, to vote or express consent or dissent, in person or by
proxy, and to make elections and exercise rights relating to such shares
or bonds, unless, in the case of shares, the corporate officer
responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of bonds, the treasurer or
paying officer or agent has received written notice that such holder is
an infant.
  (b) An infant holder of shares or bonds of a corporation who has
received or empowered others to receive payments or distributions, voted
or expressed consent or dissent, or made an election or exercised a
right relating thereto, shall have no right thereafter to disaffirm or
avoid, as against the corporation, any such act on his part, unless
prior to such receipt, vote, consent, dissent, election or exercise, as
to shares, the corporate officer responsible for maintaining the list of
shareholders or its transfer agent or, in the case of bonds, the
treasurer or paying officer had received written notice that such holder
was an infant.
  (c) This section does not limit any other statute which authorizes any
corporation to deal with an infant or limits the right of an infant to
disaffirm his acts.

S 626. Shareholders` derivative action brought in the right of the
         corporation to procure a judgment in its favor.
  (a) An action may be brought in the right of a domestic or foreign
corporation to procure a judgment in its favor, by a holder of shares or
of voting trust certificates of the corporation or of a beneficial
interest in such shares or certificates.
  (b) In any such action, it shall be made to appear that the plaintiff
is such a holder at the time of bringing the action and that he was such
a holder at the time of the transaction of which he complains, or that
his shares or his interest therein devolved upon him by operation of
law.
  (c) In any such action, the complaint shall set forth with
particularity the efforts of the plaintiff to secure the initiation of
such action by the board or the reasons for not making such effort.
  (d) Such action shall not be discontinued, compromised or settled,
without the approval of the court having jurisdiction of the action.  If
the court shall determine that the interests of the shareholders or any
class or classes thereof will be substantially affected by such
discontinuance, compromise, or settlement, the court, in its discretion,
may direct that notice, by publication or otherwise, shall be given to
the shareholders or class or classes thereof whose interests it
determines will be so affected; if notice is so directed to be given,
the court may determine which one or more of the parties to the action
shall bear the expense of giving the same, in such amount as the court
shall determine and find to be reasonable in the circumstances, and the
amount of such expense shall be awarded as special costs of the action
and recoverable in the same manner as statutory taxable costs.
  (e) If the action on behalf of the corporation was successful, in
whole or in part, or if anything was received by the plaintiff or
plaintiffs or a claimant or claimants as the result of a judgment,
compromise or settlement of an action or claim, the court may award the
plaintiff or plaintiffs, claimant or claimants, reasonable expenses,
including reasonable attorney`s fees, and shall direct him or them to
account to the corporation for the remainder of the proceeds so received
by him or them. This paragraph shall not apply to any judgment rendered
for the benefit of injured shareholders only and limited to a recovery
of the loss or damage sustained by them.

S 627. Security for expenses in shareholders` derivative action brought
         in the right of the corporation to procure a judgment in its
         favor.
  In any action specified in section 626 (Shareholders` derivative
action brought in the right of the corporation to procure a judgment in
its favor), unless the plaintiff or plaintiffs hold five percent or more
of any class of the outstanding shares or hold voting trust certificates
or a beneficial interest in shares representing five percent or more of
any class of such shares, or the shares, voting trust certificates and
beneficial interest of such plaintiff or plaintiffs have a fair value in
excess of fifty thousand dollars, the corporation in whose right such
action is brought shall be entitled at any stage of the proceedings
before final judgment to require the plaintiff or plaintiffs to give
security for the reasonable expenses, including attorney`s fees, which
may be incurred by it in connection with such action and by the other
parties defendant in connection therewith for which the corporation may
become liable under this chapter, under any contract or otherwise under
law, to which the corporation shall have recourse in such amount as the
court having jurisdiction of such action shall determine upon the
termination of such action. The amount of such security may thereafter
from time to time be increased or decreased in the discretion of the
court having jurisdiction of such action upon showing that the security
provided has or may become inadequate or excessive.

S 628. Liability of subscribers and shareholders.
  (a) A holder of or subscriber for shares of a corporation shall be
under no obligation to the corporation for payment for such shares other
than the obligation to pay the unpaid portion of his subscription which
in no event shall be less than the amount of the consideration for which
such shares could be issued lawfully.
  (b) Any person becoming an assignee or transferee of shares or of a
subscription for shares in good faith and without knowledge or notice
that the full consideration therefor has not been paid shall not be
personally liable for any unpaid portion of such consideration, but the
transferor shall remain liable therefor.
  (c) No person holding shares in any corporation as collateral security
shall be personally liable as a shareholder but the person pledging such
shares shall be considered the holder thereof and shall be so liable.
No executor, administrator, guardian, trustee or other fiduciary shall
be personally liable as a shareholder, but the estate and funds in the
hands of such executor, administrator, guardian, trustee or other
fiduciary shall be liable.

S 629. Certain transfers or assignments by shareholders or subscribers;
         effect.
  Any transfer or assignment by a shareholder of his shares, or by a
subscriber for shares of his interest in the corporation, shall not
relieve him of any liability as a shareholder or subscriber if at the
time of such transfer or assignment the aggregate of the corporation`s
property, exclusive of any property which it may have conveyed,
transferred, concealed, removed, or permitted to be concealed or
removed, with intent to defraud, hinder or delay its creditors, is not
at a fair valuation sufficient in amount to pay its debts, or if such
condition is imminent.

S 630. Liability of shareholders for wages due to laborers, servants or
         employees.
  (a) The ten largest shareholders, as determined by the fair value of
their beneficial interest as of the beginning of the period during which
the unpaid services referred to in this section are performed, of every
corporation (other than an investment company registered as such under
an act of congress entitled "Investment Company Act of 1940"), no shares
of which are listed on a national securities exchange or regularly
quoted in an over-the-counter market by one or more members of a
national or an affiliated securities association, shall jointly and
severally be personally liable for all debts, wages or salaries due and
owing to any of its laborers, servants or employees other than
contractors, for services performed by them for such corporation. Before
such laborer, servant or employee shall charge such shareholder for such
services, he shall give notice in writing to such shareholder that he
intends to hold him liable under this section.  Such notice shall be
given within one hundred and eighty days after termination of such
services, except that if, within such period, the laborer, servant or
employee demands an examination of the record of shareholders under
paragraph (b) of section 624 (Books and records; right of inspection,
prima facie evidence), such notice may be given within sixty days after
he has been given the opportunity to examine the record of shareholders.
An action to enforce such liability shall be commenced within ninety
days after the return of an execution unsatisfied against the
corporation upon a judgment recovered against it for such services.
  (b) For the purposes of this section, wages or salaries shall mean all
compensation and benefits payable by an employer to or for the account
of the employee for personal services rendered by such employee.  These
shall specifically include but not be limited to salaries, overtime,
vacation, holiday and severance pay; employer contributions to or
payments of insurance or welfare benefits; employer contributions to
pension or annuity funds; and any other moneys properly due or payable
for services rendered by such employee.
  (c) A shareholder who has paid more than his pro rata share under this
section shall be entitled to contribution pro rata from the other
shareholders liable under this section with respect to the excess so
paid, over and above his pro rata share, and may sue them jointly or
severally or any number of them to recover the amount due from them.
Such recovery may be had in a separate action. As used in this
paragraph, "pro rata" means in proportion to beneficial share interest.
Before a shareholder may claim contribution from other shareholders
under this paragraph, he shall, unless they have been given notice by a
laborer, servant or employee under paragraph (a), give them notice in
writing that he intends to hold them so liable to him. Such notice shall
be given by him within twenty days after the date that notice was given
to him by a laborer, servant or employee under paragraph (a).