16. Amendment. Oneida County.

(Laws of 1819, ch. 102.)

§ 16. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it shall be lawful for any company who shall become a body corporate under the act entitled, "An act to amend an act, entitled 'An act relative to incorporations for manufacturing purposes," passed April 14th, 1817, to locate their establishment in the county of Oneida, anything in the proviso to said act to the contrary notwithstanding.

17. Act revived.

1821

(Laws of 181F, ch. 14.)

§ 17. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That an act, entitled "An act relative to incorporations for manufacturing purposes," passed on the twentysecond day of March, in the year of our Lord one thousand eight hundred and eleven, be hereby revived and continued in full force and operation, anything contained in any other law to the contrary notwithstanding.

18. Power of corporations to give mortgages.

(Laws of 1822, ch. 213.)

Whereas doubts exist whether the trustees of manufacturing companies, incorporated under and pursuant to the act hereby amended, have the power to secure the payment of debts contracted by them, by mortgaging their real estate: Therefore, in order to remove such doubts,

18. [Sec. 1.] Be it enacted by the People of the State of New York, represented in Senate and Assembly, That it shall be lawful for the trustees of any such company to secure the payment of any debt contracted or to be con

tracted by them in the business for which they were incorporated, by mortgaging all or any part of the real estate of such company; and every mortgage of such trustees shall be as valid to all intents and purposes, as if executed by an individual owning the real estate: Provided, That the written assent of the stockholders owning more than two thirds of the stock of the company shall first be given.

II. LAWS SINCE THE CONSTITUTION OF 1846.*

19. Purposes of corporation. Place of business. (Laws of 1848, ch. 40. An act to authorize the formation of corporations for manufacturing, mining, mechanical, chemical, agricultural, horticultural, medical or curative, mercantile or commercial purposes.) SECTION 1. At any time hereafter any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining,

The first title of this act was "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed Feb. 17th, 1848, ch. 40. The title remained unchanged until ch. 799 of 1866, when it was amended by inserting after the word chemical or other," so that it would read, "or chemical or other purposes." A few days after this, by ch. 838, the title was again amended to read as it now stands. (See ch. 838, laws of 1866, in full post.)

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When first enacted, section one was general in terms, and prescribed for the formation of a company for carrying on any kind of manufacturing, mining, mechanical or chemical business." The special kinds of business now enumerated in the section were inserted by amendments as follows: The business of printing and publishing books, pamphlets and newspapers. (Laws of 1857, ch. 262.) In 1882, by ch. 309, this was amended so as to extend to the selling of books, etc. (See laws of 1883, ch. 240, amending this law of 1857 and authorizing news companies.)

The business of making butter, cheese, concentrated or condensed milk or other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business. (Laws of 1872, ch. 426.)

The business of slaughtering animals. (Laws of 1874, ch. 149.)

The purpose of towing or propelling canal boats, vessels, rafts or floats

mechanical or chemical business, or the business of printing, publishing or selling books, pamphlets and newspapers, or the business of making butter, cheese, concentrated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business, or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, veson the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed. (Laws of 1877, ch. 374.)

The supply of hot water or hot air or steam for motive power, heating, cooking, or other useful applications in the streets and public and private buildings of any city, village or town in this state. (Laws of 1879, ch. 290.)

By ch. 497, Laws of 1883, any company formed under this act for the purposes of using gas for fuel or light, are entitled to the benefits of the act of 1848, ch. 37, for the formation of gas-light companies.

The following amendments, enacted previous to 1880, were omitted by the amendment of 1880, ch. 240.

The business of building and keeping a hotel. (Laws of 1866, ch. 799. See laws of 1871, ch. 657, § 1.) Quarrying stone (Laws of 1867, ch. 248), or building and maintaining museums, or for curative purposes. (Laws of 1866, ch. 799.)

Elevating, warehousing, storing or milling. (Laws of 1869, ch. 605.)
Preserving and dealing in meats. (Laws of 1871, ch. 657.)

The business of erecting buildings for hotel purposes, or keeping a hotel, or either or both of such purposes. (Laws of 1871, ch. 657. See laws of 1874, ch. 143, relating to this subject.)

All these were omitted from section one, in 1874, ch. 149; 1877, ch. 374, and 1879, ch. 290.

The towing or propelling of canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York by animal or steam power (Laws of 1877, ch. 374) were omitted in 1879, ch. 290, but included in the act of 1880, ch. 241, with a restorative clause for those formed in the interval.

The various laws enacted from time to time extending the provisions of this chapter for other purposes than those specified in section one will be found under the subject of it. How far the amendments to this chapter and the laws specially applicable to corporations formed under it will affect or change those special laws enacted prior thereto should be considered. (See Loomis vs. Bowers, 22 Howard, p. 361.) The amendments, excepting to section one, are all inserted in chronological order at the end of this title.

sels, rafts or floats on the canals and navigable rivers of the state of New York, by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, may make, sign and acknowledge, before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the said company, and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence (not to exceed fifty years), the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the name of the town and county in which the operations of the said company are to be carried on. [Thus amended by Laws of 1880, ch. 241, and 1882, ch. 309.]*

20. When to become bodies corporate.

2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name have succession, and shall be capable of suing and being sued in any court of law or equity in this state, and they and their successors may have a common seal, and may make

* See laws relating to place of business. Laws of 1853, ch. 333; 1857, ch. 29, §3; 1861, ch. 170, § 2; 1864, ch. 517. As to term of existence, see laws of 1857, ch. 29, §2; 1867, ch. 12, post.

and alter the same at pleasure; and they shall, by their corporate name, be capable in law of purchasing, holding and conveying any real and personal estate whatever which may be necessary to enable the said company to carry on their operations named in such certificate, but shall not mortgage the same or give any lien thereon.*

21. Trustees to be elected.

§ 3. The stock, property and concerns of such company shall be managed by not less than three nor more than nine trustees, who shall respectively be stockholders in such company and citizens of the United States, and a majority of whom shall be citizens of this state, who shall, except the first year, be annually elected by the stockholders, at such time and place as shall be directed by the by-laws of the company: and public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in the newspaper printed nearest to the place where the operations of the said company shall 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. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees, by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by the by-laws of the said company.†

22. Election may be held on any day.

§ 4. In case it shall happen at any time, that an elec

*As to right to mortgage property, see post, laws of 1864, ch. 517 § 2; 1869, ch. 706, § 1; 1871, ch. 481, § 2; 1875, ch. 88, §1; 1878, ch. 163, § 1.

+As to number of trustees and their powers and qualifications, see laws of 1860, ch. 269, §§ 1 and 2; 1867, ch. 248, § 2; 1878, ch. 316, § 2; 1883, ch. 232.