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THE GENERAL CORPORATION LAW.

REVISERS'

NOTE.

REVISERS' NOTE TO PROPOSED AMENDMENTS OF THE GENERAL COR

PORATION LAW, THE STOCK CORPORATION LAW, THE RAILROAD LAW, THE TRANSPORTATION CORPORATIONS Law, AND THE BUSINESS CORPORATIONS Law... The following bills contain the amendments to the corporation laws passed by the Legislature of: 1899, which the commission deem desirable to be adopted. They comprise :

1. The several acts of the Legislature: sf.-1890 relating to the same subjects embraced in these general laws..

2. A consolidation of the schedules of laws repealed into one schedule annexed to the general corporation law and of the provisions relating to the effect of the repeal of existing Fava, the saving clause, the construction, and the time when the several laws shall take effect; all of which will be contained in the fourconcluding sections of the amended general corporation law. By this means the last article of each one of the other corporation laws, being precisely alike in phraseology and legal effect, may be omitted and is omitted in the amendments proposed.

3. The amendment of the stock corporation law so as to make articles two and three applicable to monied corporations.

4. The insertion in the general corporation law of some additional provisions which have become necessary in consequence of the revision of the other corporation laws reported herewith.

5. The correction of a few typographical errors which crept into the text of these laws either through mistakes in engrossing or inadvertence in the reading of the proof.

The general corporation law was so brief that it was deemed best to re-write it in its amended form and make some changes in the numerical order of the sections.

In all these amendatory bills, where new matter is inserted, it will appear in italics unless the entire section is new, in which case a note at the end will so indicate. There is also a foot-note indicating such amendments as are occasioned by the insertion of the laws of 1890.

THE GENERAL CORIORATION LAW.

AN Act to amend the general corporation law. The People of the State of New York, represented in Senate and Assembly, do enact as follows:

The General Corporation Law is amended to read as follows :

CHAPTER XXXV OF THE GENERAL LAWS,

THE GENERAL CORPORATION LAW.
SECTION 1. Short title.

2. Classification of corporations.
3. Definitions.
4. Qualifications of incorporators.
5. Filing and recording certificates of incorporation.
6. Corporations of same name prohibited.
7. Amended certificate.
8. Filing copy of lost or destroyed certificate.
9. Certificate and other papers as evidence.
10. Other than statutory powers prohibited.
11. Grant of general powers.
12. Limitation of amount of property of a religious or mem-

bership corporation.
13. Acquisition of additional real property.
14. Acquisition of property in other states.
15. Certificate of authority of a foreign corporation.
16. Proof to be filed before granting certificate.
17. Acquisition of reul property in this state by certain foreign

corporations.
18. Acquisition by foreign corporations of real property in

this state upon judicial sales.
19. Prohibition of banking powers.
20. Qualification of members as voters.

OH: xiv. $$ 1,2

SECTION 21. Proxies.

22. Challenges.
23. Effect of failure to elect directors.
24. How special election of directors may be held.
25. How special elections shall be conducted.
26. Qualification of voters at special elections and returns of

inspectors.
27. Powers of supreme court respecting elections.
28. Stay of proceedings in actions collusively brought.
29. Quorum of directors and power of majority.
30. Directors as trustees in case of dissolution.
31. Forfeiture for nonuser.
32. Extension of corporate existence.
33. Conflicting corporate laws.
34. Laws repealed.
35. Saving clause.
36. Construction.
37. When to take effect.

1 SECTION 1. Short title.— This chapter shall be krewn 2 as the general corporation law.

Unchanged.

1 $ 2. Classification of corporations.- A corporation 2 shall be either, 3 1. A municipal corporation, 4 2. A stock corporation, 5 3. A non-stock corporation, or 6 4. A mixed corporation. 7 A stock corporation shall be either, 8 1. A monied corporation, 9 2. A transportation corporation, or 10 3. A business corporation, 11 A non-stock corporation shall be either, 12 1. A religious corporation, or 13

2. A membership corporation. 14 A mixed corporation shall be either, 15 1. A cemetery corporation, 16 2. A library corporation, 17 3. A co-operative corporation,

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