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7. Amended and supplemental certificates. If in the original or amended certificate of incorporation of any corporation, or if in a supplemental certificate of any corporation any informality exist, or if any such certificate contain any matter not authorized by law to be stated therein, or if the proof or acknowledgment thereof shall be defective, the corporators or directors of the corporation may make and file an amended certificate correcting such informality or defect or striking out such unauthorized matter; and the certificate amended shall be deemed to be amended accordingly as of the date such amended certificate was filed, and upon the filing of such an amended certificate of incorporation, the corporation shall then for all purposes be deemed to be a corporation from the time of filing the original certificate.

The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other persons as the court may direct, and upon such terms and conditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the corporation, so as to truly set forth such object and purpose.

When an amended or supplemental certificate is filed, an entry shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate.

The amendment of a certificate under this section shall be without prejudice to any pending action or proceeding, or to any rights previously accrued.

See L. 1870, c. 135, §§ 1, 2; L. 1881, c. 468, § 11; L. 1890, c. 563, § 5; L. 1892, c. 687, § 7.

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§ 8. Lost or destroyed certificates. If either of the certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed.

See L. 1888, c. 306, §§ 1, 2; L. 1890, c. 563, § 6; L. 1892, c. 687, § 8.

§ 9. Certificate and other papers as evidence.-The certificate of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed or recorded relating to the incorporation of any corporation, or its existence or management, and containing facts required or authorized by law to be stated therein, shall be presumptive evidence of the existence of such facts.

See L. 1811, c. 67, § 8; L. 1847, c. 210, § 3; L. 1848, c. 37, § 9; L. 1848, c. 40, § 9; L. 1848, c. 259, § 4; L. 1848, c. 265, last three lines of 3; L. 1850, c. 140, § 3; L. 1853, c. 117, § 9; L. 1853, c. 135, 11; L. 1854, c. 112, last clause of § 3; L. 1854, c. 232, § 9; L. 1857, c. 546, § 9; L. 1861, c. 149, § 4; L. 1867, c. 974, § 3; L. 1869, c. 917, last five lines § 2; L. 1872, c. 820, § 16; L. 1873, c. 469, § 5; L. 1874, c. 143, § 9; L. 1875, c. 611, last clause § 7; L. 1878, c. 203, § 3; L. 1885, c. 505, § 4; L.. 1888, c. 462, § 2; L. 1890, c. 563, § 7; L. 1892, c. 687, § 9; L. 1895, c. 672.

See Code Civ. Proc., § 1777.

§ 10. Limitation of powers.-No corporation shall possess or exercise any corporate powers not given by law, or not necessary to the exercise of the powers so given. The certificate of incorporation of any corporation may contain any provision for the regulation of the business and the conduct of the affairs of the corporation, and any limitation upon its powers, or upon the

powers of its directors and stockholders, which does not exempt them from the performance of any obligation or the performance of any duty imposed by law.

See L. 1890; c. 563, § 9; L. 1892, c. 687, § 10; L. 1895, c. 672.

No corporation can interpose the defense of usury in any action. L. 1850, c. 172.

See the last paragraph of subd. 9 of § 2, Business Corporations Law, ante.

11. Grant of general powers.-Every corporation as such has power, though not specified in the law under which it is incorporated:

1. To have succession for the period specified in its certificate of incorporation or by law, and perpetually when no period is specified.

2. To have a common seal, and alter the same at pleas

ure.

3. To acquire by grant, gift, purchase, devise or bequest, to hold and to dispose of such property as the purposes of the corporation shall require, subject to such limitations as may be prescribed by law.

4. To appoint such officers and agents as its business shall require, and to fix their compensation, and

5. To make by-laws, not inconsistent with any existing law, for the management of its property, the regulations of its affairs, and the transfer of its stock, if it has any, and the calling of meetings of its members. Such by-laws may also. fix the amount of stock, which must be represented at meetings of the stockholders in order to constitute a quorum, unless otherwise provided by law. By-laws duly adopted at a meeting of the members of the corporation shall control the action of its directors. No by-law adopted by the board of directors regulating the election of directors or officers shall be valid unless published for at least once a week for two successive weeks in a newspaper in the county where the

election is to be held, and at least thirty days before such election. Subdivisions four and five of this section shall not apply to municipal corporations.

See L. 1811, c. 67, § 6; L. 1848, c. 37, §§ 7, 23; L. 1848, c. 40, §§ 7, 26; L. 1848, c. 265, § 4; L. 1848, c. 319, § 9; L. 1853, c. 117, §§ 7, 26; L. 1854, c. 232, §§ 7, 26; L. 1854, c. 269, §§ 4, 6; L. 1857, c. 546, §§ 2, 7; L. 1857, c. 776, §§ 6, 8; L. 1859, c. 168, § 13; L. 1862, c. 438, § 3; L. 1867, c. 960, § 4; L. 1867, c. 971, § 9; L. 1872, c. 248, § 11; L. 1872, c. 820, § 18; L. 1873, c. 397, § 8; L. 1873, c. 616, § 4; L. 1874, c. 143, §§ 7, 15; L. 1874, c. 288, §§ 2, 3; L. 1875, c. 267, §§ 5, 10; L. 1875, c. 343, § 8; L. 1875, c. 611, § 2; L. 1877, c. 228, § 6; L. 1881, c. 468, last paragraph of § 4; L. 1882, c. 273, § 3; L. 1884, c. 367, § 4; L. 1886, c. 236, § 8; L. 1888, c. 293, §7; L. 1888, c. 391, § 5; L. 1890, c. 563, § 8; L. 1892, c. 687, § 11; L. 1895, c. 672.

1. The corporate existence may be extended. See § 32, post.

2. A corporate seal is not necessary to bind the corporation. See 94 N. Y. 145; 110 N. Y. 50.

3. The law places no limit upon the amount of property that may be held by a business corporation.

4. See § 27, Stock Corporation Law, ante.

5. The by-laws of the members are here distinguished from the by-laws of the directors. The former control the latter.

For form of by-laws, see form IX, post, page 187.

§ 12. Enlargement of limitations upon the amount of the property of non-stock corporations. If any general or special law heretofore passed, or any certificate of incorporation, shall limit the amount of property a corporation other than a stock corporation may take or hold, such corporation may take and hold property of the value of three million dollars or less, or the yearly income derived from which shall be five hundred thousand dollars or less, notwithstanding any such limitations. In computing the value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account.

See L. 1890, c. 497; L. 1892, c. 687, § 12; L. 1894, c. 400.

§ 12 does not apply to business corporations.

13. Acquisition of additional real property.—When any corporation, except a life insurance corporation,* shall have sold or conveyed any part of its real property, the supreme court may, notwithstanding any restriction of a general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exceed the value of the property so sold and conveyed within the three years next preceding the appli

cation.

See L. 1882, c. 290, § 1; L. 1890, c. 563, § 10; L. 1892, c. 687, § 13; L. 1906, c. 228.

§14. Acquisition of property without the state. Any domestic corporation transacting business in other states or foreign countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business.† Any domestic corporation establishing or maintaining a charitable, philanthropic or educational institution within this state may also carry on its work and establish or maintain one or more branches of such institution or an additional institution or additional institutions in any other state, the District of Columbia or in any part of the territories or dependencies of the United States of America or in any foreign country and for either of said purposes may take by devise or bequest, hold, purchase, mortgage, sell and convey or otherwise dispose of such real and personal property without this state as may be requisite therefor. But nothing in this section contained shall be construed as exempting from

* The words 66

except a life insurance corporation" were inserted by the amendment of 1906.

The remainder of § 14 was added by L. 1903, c. 178.

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