36. Right to repeal.

§ 9. The legislature may at any time amend, annul or repeal any incorporation formed or created under this act.

37. Increasing number of trustees.

(Laws of 1879, ch. 413.)

SECTION 1. Any library company now formed or hereafter to be formed, under chapter three hundred and ninety-five of the laws of eighteen hundred and fiftythree, entitled "An act for the incorporation of library companies," may determine at any annual meeting of the stockholders, or at a special meeting of the same, duly called by a majority of the stock, to increase the number of trustees to manage the affairs of the corporation, in all not exceeding the number of eighteen.

38. Certificate of increase.

§2. The chairman and secretary of the meeting shall, within three days after any increase of the number of trustees shall be determined upon, make a written certificate and sign their names thereto, and acknowledge the same before an officer authorized to take the proof and acknowledgment of conveyance in the county where such library is to be located, which certificate shall state the time and place of such meeting, the names of those who attended the same and concurred in the proceedings, and the names of the additional trustees then chosen; and it shall be the duty of the said chairman and secretary to cause such certificate to be recorded in the clerk's office of said county, in a book appropriated to the recording of certificates of incorporation, and such original certificate acknowledged as aforesaid, or the record thereof, or an exemplified or certified copy of such record, shall be evidence of any matter above authorized to be inserted therein and which it shall contain.

See BENEVOLENT, CHARITABLE.

LIFE INSURANCE.

(Omitted.) See CLUBS, MUTUAL BENEFIT.

LOAN.

See BUILDING, I.

LOCOMOTIVE.

See RAILROAD SUPPLIES.

LODGES.

See MASONIC, ODD FELLOWS.

MANUFACTURES, MINING, MECHANICAL, ETC.

I. LAWS PREVIOUS TO THE CONSTITUTION OF 1846.*

1. How companies for manufacturing certain articles may be incorporated.

(Laws of 1811, ch. 67.) 1 R. L., p. 245.

SECTION 1. Be it enacted by the People of the State of New York, represented in Senate and Assembly, That at any time within five years hereafter, any five or more

I insert these laws in full without any hesitation as being still in full force, never having been expressly repealed. I would do so without any comment, but Mr. Throop, in his edition of the Revised Statutes, seems to question their being in force, and as being impliedly repealed, but he inserts them nevertheless. Mr. Throop infers that the general manufacturing act of 1848, as it is called, had the effect to repeal all prior laws relating to the incorporation of manufacturing companies. It is true that the act of 1848 says that any kind of manufacturing may be carried on by a corporation organized under its provisions; but as it now stands, as amended in 1880, several special kinds of manufacturing are enumerated in the first section as being allowed to be carried on under its provisions. It is nevertheless to be regarded as a general law, and as such does not have the effect to repeal a special law relating to a particular kind of business.

persons who shall be desirous to form a company for the purpose of manufacturing woollen, cotton or linen goods, or for the purpose of making glass, or for the purpose of making from ore, bar-iron, anchors, mill-irons, steel, nail rods, hoop-iron and ironmongery, sheet copper, sheet lead, shot, white lead and red lead, may make, sign

See matter of D. and H. Co., 69 N. Y. 209; McKenna vs. Edmonston, 91 N. Y. 231. If it is to be regarded as a special law it certainly does not repeal another special law without express mention, unless such special law relates to the same subject, and it is apparent that it is intended to supersede its provisions or is inconsistent with it. This is the extent of the ruling of the Court of Appeals in the cases of People vs. Brooklyn, 69 N. Y. 605, and of the Common Pleas in Heckman vs. Pinckney, 6 Abb N. C. 371. Now it will be observed that these laws prior to 1846 relate to special kinds of manufactures, and the companies, etc., are organized in a different manner from those under the act of 1848. Under that act I will show hereafter how some of the special amendments relating to particular kinds of business were revived or continued to be in full force after the amendment of 1880 to the first section of that act of 1848. It is but proper for me to say that I differ from all who have ever written upon the subject in regard to the effect of this act of 1848 and the various amendments and additions to the first section of this act, as well as the amendment of 1866, ch. 828, to the title of it. The many changes in the laws relating to the objects of the organization of the manufacturing laws are merely to supersede those of prior existence, and prevent any more organizations under them, but those already existing under them continue without being affected in any manner without express legislation. If the prior laws were repealed without any provision as to the mode of the disposition of the property, etc., great injustice and hardship would follow. But the history of legislation in New York State does not show an instance where a corporation, or a law under which it was organized, being dissolved or annulled without some further special provisions relating to it. A law of that kind would not be inferred or allowed to have the effect of a repeal by implication. The extent that I go is that it may be necessary or by choice for the special kinds of business mentioned in those laws prior to 1848 to organize under them the same now as formerly, and as if the law of 1848 was not in existence, unless the particular kind of business is specially named in the law of 1848 or other laws passed since then. I also contend that where there are special laws for the formation of a special kind of business or manufacture, that corporations must be organized under them, although without them the terms of the manufacturing act of 1848 and the business act of 1875 would comprehend them.--ED.

See post, II.

and acknowledge, before a justice of the supreme court, a judge of the court of common pleas, or a master in chancery, and file in the office of the secretary of this state, a certificate in writing, in which shall be stated the corporate name of the said company and the objects for which the company is formed, the amount of the capital stock of the said company, the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of the said company for the first year, and the names of the town and county in which the manufacturing operations of the said company are to be carried on.

2. Their corporate rights.

§ 2. And be it further enacted, That as soon as such certificate shall be filed as aforesaid, the persons who shall have signed and acknowledged the said certificate, and their successors, shall, for the term of twenty years next after the day of filing such certificate, be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and they and their successors may have a common seal, and the same may make, alter and change at their pleasure; and that they and their successors, by their corporate name, shall in law be capable of buying, purchasing, holding and conveying any lands, tenements, hereditaments, goods, wares and merchandise whatever, necessary to enable the said company to carry on their manufacturing operations mentioned in such certificate.

3. Trustees to be annually elected.

§ 3. And be it further enacted, That the stock, property and concerns of such company shall be managed and conducted by trustees, who, except those for the first year, shall be elected at such time and place as shall be directed by the by-laws of the said company, and public notice shall be given of the time and place of holding such election not less than ten days previous thereto, in the newspaper printed nearest to the place where the manufacturing operations of the said company shall or are to be carried on, and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy, and all elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of the stock of the said company, and the persons having the greatest number of votes shall be trustees; and whenever any vacancy shall happen among the trustees by death, resignation, or removal out of the state, such vacancy shall be filled for the remainder of the year in such manner as shall be provided by the by-laws of the said company: Provided always, That the number of trustees shall not exceed nine, and that they shall respectively be stockholders in such company.

4. Company not dissolved by neglect to elect trustees on the day appointed by law.

§ 4. And be it further enacted, That in case it shall at any time happen that an election of trustees be not made on the day when by the by-laws of the said company it ought to have been done the said company for that cause shall not be dissolved, but it shall and may be lawful on any other day to hold an election for trustees, in such manner as shall be directed by the by-laws of such company.