imposed upon any such company so contracting with any other town or village, or the authorities thereof, for the purpose of enabling it to carry out and perform such contract; and all the provisions of said act and of all acts supplementary thereto or amendatory thereof, and not inconsistent with this act, are hereby made applicable to any such company and town or village so contracting, so far as the same can be made applicable thereto.

26. Not to apply in Kings county.

3. The provisions of this act shall not apply to any towns in the county of Kings.

WHARVES.

See DREDGING, ManufacturES, II., WAREHOUSE.

WINE.

See AGRICULTURE.

WOOL GROWING.

See ANIMAL CULTURE.

WRECKING COMPANIES.

1. Objects and mode of incorporation.

(Laws of 1851, ch. 14-An act to extend the operation and effect of the act

passed February seventeenth, eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes.")

SECTION 1. Any three or more persons may organize and form themselevs into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed

February seventeenth, eighteen hundred and forty-eight, for the purpose of constructing and using machines for the raising of vessels or other heavy bodies.

2. Not limited to county.

§ 2. Every corporation so formed shall be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the benefit and privileges thereby conferred, except that such corporations shall not be confined in their operations to the county in which their certificate shall be filed.

See MANUFACTURES, II., TOWING.

YACHTING.

See CLUBS.

879

PART III.

PRACTICAL FORMS.

1. Certificate of Incorporation or of Association. We, the undersigned (give the description of the persons required by the particular law as to who they shall be, residents, citizens, etc.), do hereby certify that we have associated together to form a (state the kind of corporation or association), under the act of the legislature of the state of New York entitled (state title), passed (date), and known as as chapter, Laws of 18-, for the purposes or object (state them definitely, to bring it within the act under which the incorporation is sought).*

The corporate name of said corporation (or association) is (state name). The term of its existence is

The amount of the capital stock is and is divided into

dollars each.

shares of

years.

The number of trustees (or directors) of said corpora

*It may not be necessary to state the particular law under which the incorporation or association is sought; but as there are, in many cases, a choice between several statutes for the same objects of incorporation, it is much safer to state definitely under which law the incorporation is sought, and then follow out its provisions, and thus avoid complications.

A certificate of incorporation may be amended. See Laws of 1871, ch. 135, ante, page 12.

Fees for recording certificates and other papers, and also for copies of papers, see Laws of 1881, ch. 22, ante, page 21, and laws of 1882, ch. 156, for fees of secretary of state.

tion is (state number required or allowed by the special statute).

The following are the names of the trustees (or directors) who will manage its affairs for the first year (insert names).

The number of shares taken by each of the subscribers hereto are as follows (here insert names and number of shares taken by each) :*

We do further certify that the operations (or principal place of transacting the business of said corporation) is New York city (and if also out of the state mention place). Dated,

Signed,

Acknowledged,

2. By-laws, or articles of association; subjects to be regulated by.

1. The number of directors or trustees of the corporation.

2. The term of office of such directors or trustees, which shall not exceed one year.

3. The manner of filling vacancies among directors or trustees and officers.

4. The time and place of the annual meeting.

5. The manner of calling and holding special meetings of the stockholders.

This clause is not necessary in all cases. A preliminary agreement to take a certain number of shares of the capital stock in a corporation when incorporated cannot be enforced by the corporation. Lake Ontario S. R. R. Co. vs. Curtiss, 80 N. Y. 219.

A corporation may enforce subscriptions to its capital stock by persons who subscribed its articles of association before the corporate body had a legal existence. 20 N. Y. 161; 22 Id. 551; Dorris vs. French, 4 Hun, 292; see 24 Hun, 390. But when the certificate of incorporation specifies the number of shares a subscriber thereto will take, it is valid, and can be enforced after the certificate is filed. Phoenix vs. Badger, 67 N. Y. 294. A subscription for the entire amount of capital is not essential.