Imagens da página
PDF
ePub

§ 202-3 visions prescribing the qualification of officers and members whereby they may be required to be members in good standing of any fraternal, religious or beneficiary order or society or of any fire or police force or have other prescribed qualifications, which provisions shall be binding on the members and officers, and the certificate may contain any other provision for the regulation of the business and conduct of the affairs of the association, and any limitation or regulation of the powers of the corporation and of its officers and members not inconsistent with law or this act, which the incorporators may choose to insert.

($ 2.)

202. General powers.-Upon filing the certificate as aforesaid, the persons who shall have signed and acknowledged such certificate and their associates and successors, shall thereupon by virtue of this act be a body politic and corporate by the name stated in such certificate, and as such shall have power:

I. To have perpetual succession by its corporate name;

II. To sue and be sued, complain and defend, in any court of law or equity;

III. To make and use a common seal and alter the same at pleasure;

IV. To appoint such officers, managers and agents as the business of the corporation may require.

V. To make by-laws, not inconsistent with the laws of the state or of the United States, for the management of its property and the regulation of its affairs;

VI. To contract and be contracted with;

VII. To take and hold by lease, gift, purchase, grant, devise or bequest any property, real or personal, for the objects of the corporation; borrow money for the purposes of the corporation and issue bonds therefor, and to secure the same by mortgage;

VIII. To exercise any corporate powers necessary to the exercise of the powers above enumerated and given.

($ 3.)

203.

Trustees; elections; vacancies.-The business of the association shall be conducted by the trustees, subject to the

by-laws which shall be passed by the members; the trustees § 204-5 shall be elected by the members and shall hold office for one year, or such term as the by-laws provide, and until their successor shall be elected; a majority of the trustees must be residents of this state; there shall be a president, secretary and treasurer, to be chosen by the trustees, unless the by-laws provide for the election of any of them by the members; either the president or secretary may be eligible to the office of treasurer, if the by-laws so provide; whenever trustees, managers or directors shall be elected, a certificate under the seal of the corporation, giving the names of those elected and the term of their office, shall be filed in the office of the clerk of the county in which the original certificate was filed; vacancies shall be filled in the manner provided in the by-laws, and upon filling any vacancy a like certificate shall be filed; there shall be paid to the county clerk a fee of twenty-five cents for filing and indexing each certificate, and to the secretary of state a fee of one dollar upon filing each certificate.

(§ 4.)

Other corporations not for pecuniary profit may incorporate under this act.-Any corporation not for pecuniary profit, heretofore incorporated under the provisions of any act, general, special or private in this state, may become incorporated under the provisions of this act, in the same manner as if it had not previously been incorporated; in each case the new corporation. shall be entitled to and invested with all the real and personal estate of the old corporation, in like manner and to the same extent as the old corporation, subject to all debts and liabilities. ($ 5.)

205. Associations may combine; may change name.—Any two or more associations not for pecuniary profit, formed for similar objects under this act or any other act, may combine under this act by vote of the managers or trustees, ratified by vote of a majority of the members of each association, which combination shall be effected by certificate made and filed pursuant to the first section of this act, which certificate shall also set forth the names of the companies combined and the terms of the combination and the date and particulars of the approval thereof by the managers or trustees and by the mem

§ 206-7 bers, and the property of the former associations may be transferred and conveyed to the new one; subject, however, to any trusts on which it may be held; the name of any association may be changed by authority of its trustees or managers and of a majority of its members, by certificate made and filed in the office of the secretary of state and county clerk setting forth the facts required in section one and in addition the former name of the company and the date of the approval of the change by the trustees or managers and by the members; the statement of facts in such certificate of a combination or change of name shall be verified by oath; no suit by or against any company shall be affected by such combination or change of

name.

($ 6.)

[Sections 7 and 8 relate exclusively to societies for the prevention of cruelty to children.]

206. Certificate of incorporation may provide for death benefits, etc.-It shall be lawful for associations incorporated under this act, where their certificate of incorporation so specifies, to provide for the relief of disabled or destitute members or their families and to maintain a fund for that purpose, or to contract with their members to pay death benefits according to the rules or by-laws adopted by such associations, and to agree to pay the same to the husband, wife, father, mother, son, daughter, brother, sister or legal representative of such member, after his or her death, which contract the beneficiary therein named shall have full legal power to enforce in proceedings at law or equity.

($ 9.)

[Section 10 relates exclusively to orphan asylums.]

207. Dissolution. Whenever, in the judgment of any corporation, organized under the provisions of this act, it shall be deemed advisable and most for the benefit of such corporation that the same should be dissolved, it shall and may be lawful for such a corporation, within ten days after the adoption of a resolution to that effect by said corporation, to cause written or printed notice of the adoption of such resolution to be mailed

to each and every member of said corporation, residing in the § 208 United States, and also within ten days to cause a like notice to be published in one or more newspapers published and circulated in the county wherein such corporation shall have their place of meeting, at least four weeks successively, once a week next preceding the time appointed for the same, of a meeting of such members of said corporation, to be held at the usual place of meeting of said corporation, in such county, to take action upon such resolution, and which meeting may, on the day so appointed, by the consent of a majority of the said members present, be adjourned from time to time for not less than one week at any time, of which adjourned meeting notice by advertisement in such paper shall be given; and if at any such meeting two-thirds of all the members then present shall consent by resolution that such dissolution shall take place, then and in such case such corporation shall, upon filing a certificate of such consent duly attested by their secretary, in the office of the secretary of state, and receiving from him a certificate that such certificate of consent has been filed, be dissolved, and the said corporation shall cause such certificate to be published four weeks successively, at least once in each week, in one or more of the newspapers published and circulated in the county in which such corporation has had its place of meeting; provided, that the secretary of state shall not issue the certificate of dissolution hereinbefore mentioned until satisfied by due proof that the requirements aforesaid have been fully complied with by such corporation; and provided further, that no distribution of the assets of any corporation affected by this act shall be made until the debts of such corporation shall have been fully satisfied, nor shall any property be diverted from any trust created by the donor or grantor.

($ 11.)

208. Association must be formed under this act; act may be altered or repealed. No corporation, association or society authorized by this act and having no capital stock shall be formed under any other act; this act is subject to any alteration or modification which may be hereafter enacted by general law as to the amount of real and personal property to be held by the corporations herein provided for.

(§ 12.)

§ 209-10

209. Repealer.-All acts and parts of acts, general and special, inconsistent with this act are hereby repealed; but no existing corporation shall be thereby dissolved, and nothing herein contained shall impair or annul any vested rights, privileges or powers actually exercised and enjoyed by any corporation under any law hereby repealed.

(§ 13.) 210.

Amended certificate.-It shall be lawful for the trustees of any association incorporated under the authority of the act to which this is a supplement, to record with the clerk of the county in which its original certificate of incorporation was recorded, and file with the secretary of state an amended certificate, duly signed and acknowledged by the said trustees as required for certificates of incorporation under the act to which this is a supplement, modifying, changing or altering its original certificate of incorporation, in whole or in part, which amended certificate shall take the place of the original certificate of incorporation; provided, however, that such amended certificate of incorporation shall have been first submitted to the members of such association, present at a general or special meeting of such association, and the execution, recording and filing thereof authorized by the vote of a majority of such members present at such meeting; which facts required by this proviso shall be verified by the oaths of the president and secretary of such association in writing annexed to such amended certificate; and the certificate of the secretary of state that such certificate and verification have been filed in his office shall be taken and accepted as evidence of such change or alteration in all courts and places; and provided further, that nothing herein shall permit the insertion of any matter not in conformity with the act to which this is a supplement, and that this act shall not in any manner affect any proceedings pending. in any court.

(Supplement of February 27, 1901; P. L. 1901, p. 40.)

« AnteriorContinuar »