CH. XXXV. § 3. 18 19 20 21 22 23 24 25 26 27 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A monied corporation shall be either, 1. A banking corporation, or 2. An insurance corporation. A transportation corporation shall be either, 2. A transportation corporation other than a railroad corporation. A membership corporationi: shall include benevolent 28 orders and fire and soldiers. monument corporations. (New.) 1 § 3. Definitions:- A municipal corporation includes 2 a county, town; school district, village and city and any 3 other territorial division of the state established by law 4 with powers of local government. 5 A stock corporation is a corporation having capital 6-stock divided into shares. A mixed corporation is a corporation which may or may 8 not have capital stock at its option. 9 A monied corporation is a corporation formed under 10 or subject to the banking law or the insurance law. 11 A domestic corporation is a corporation incorporated 12 by or under the laws of the state or colony of New 13 York. Every corporation, which is not a domestic corpo14 ration, is a foreign corporation. 15 The term "directors," when used in relation to corpora16 tions, shall include trustees or other persons, by what17 ever name known, duly appointed or designated to 18 manage the affairs of the corporation. 19 The term "certificate of incorporation," shall include 20 articles of association or any other written instru21 ments required by law to be executed to effect the 22 incorporation of a corporation. 23 The term "member of a corporation," shall include every 24 person having a right to vote at the annual meeting of the 25 corporation for the election of directors, other than a person 26 having a right to vote only upon a proxy. 27 4-6 The term "office of a corporation," means its principal 28 office, or principal place of business if it has no principal 29 office. 30 The term corporate law or laws, when used in any law 31 forming a part of the revision of the general laws of the 32 state of which this chapter is a part, means the general laws 33 of the state relating to corporations included in such 34 revision. 1 Former section 2, amended. 1 § 4. Qualifications of incorporators. A certificate of 2 incorporation must be executed by natural persons, who 3 must be of full age, and at least two-thirds of them must 4 be citizens of the United States and a majority of them. 5 residents of this State. 1 (New.) § 5. Filing and recording certificates of incorporation. 2 Every certificate of incorporation and amended certifi3 cate shall be filed in the office of the secretary of state 4 and of the clerk of the county where the office of the 5 corporation is or is to be located and recorded in books, 6 properly indexed and especially provided therefor, 7 except religious, cemetery and monied corporations, 8 whose certificates of incorporation must be filed in 9 accordance with the provisions of law relating thereto, 10 and except municipal and fire department corporations. 11 All taxes required by law to be paid before or upon 12 incorporation and the fees for filing and recording such 13 certificate must be paid before filing. No corporation 14 shall exercise any corporate powers or privileges until 15 such taxes and fees have been paid. 1 Former section 3 unchanged except in phraseology. § 6. Corporations of same name prohibited. No cer2 tificate of incorporation of a proposed corporation having 3 the same name as an existing domestic corporation, or a 4 name so nearly resembling it as to be calculated to 5 deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation. 6 7 A corporation formed by the consolidation of other 8 corporations or upon the sale of the property or fran9 chises of a corporation may have the same name as the 10 corporation or one of the corporations to whose fran11 chises it has succeeded. Former section 4. 1 § 7. Amended certificate. The directors of any cor2 poration in whose original certificate any matter required 3 to be therein stated, has been omitted or incorrectly 4 stated, may make and file an amended certificate to con5 form to the requirements of law; and, thereupon, such 6 corporation shall for all purposes be deemed to be a 7 corporation from the time of filing the original certifi8 cate, but without prejudice to any pending action or 9 proceeding, or to any rights previously accrued. 1 Former.section 5, amended. § 8. Filing copy of lost or destroyed certificate.— İf 2 either of the duplicate certificates of incorporation shall 3 be lost or destroyed after filing, a certified copy of the 4 other certificate may be filed in the place of the one so 5 lost or destroyed and as of the date of its original filing, 6 and such certified copy shall have the same force and 7 effect as the original certificate had when filed. 1 Former section 6. § 9. Certificate and other papers as evidence.-The 2 certificate of incorporation of any corporation duly 3 filed shall be presumptive evidence of its incorporation, 4 and any amended certificate or other paper duly filed 5 relating to the incorporation of any corporation, or its 6 existence or management, and containing facts required 7 by law to be stated therein, shall be presumptive evi8 dence of the existence of such facts. 1 Former section 7. § 10. Other than statutory powers prohibited.- No 2 corporation shall possess or exercise any corporate 3 powers not expressly given by law or not necessary to 4 the exercise of the powers so given. Former section 9, not changed except in phraseology. 1 § 11. Grant of general powers.- Every corporation 2 as such has power, though not specified in the law 3 under which it is incorporated: 4 1. To have succession for the period specified in its 5 certificate of incorporation or by law, and perpetually 6 when no period is so specified. 7 2. To have a common seal, and alter the same at 8 pleasure. 9 3. To acquire by grant, gift, devise or bequest, and to 10 dispose of such property as the purposes of the cor11 poration shall require, subject to such limitations as may 12 be prescribed by law. 13 4. To appoint such subordinate officers and agents as 14 its business shall require, and to allow them a suitable 15 compensation, and 16 5. To make by-laws, not inconsistent with any existing 17 law, for the management of its property, the regulation 18 of its affairs, and the transfer of its stock, if it has any. 19 No by-law regulating the election of directors or 20 officers shall be valid unless published for at least two 21 weeks in a newspaper in the county where the election 22 is to be held, and at least thirty days before such election. 23 Subdivisions four and five of this section shall not 24 apply to municipal corporations. Former section 8, amended. 1 § 12. Limitation of amount of property of a religious 2 or membership corporation.- No religious or member3 ship corporation shall take and hold property exceed4 ing in value three million dollars, or the yearly income 5 derived from which shall exceed two hundred and fifty 6 thousand dollars. 7 In computing the value of such property, no increase 8 in value arising otherwise than from improvements made 9 thereon shall be taken into account. 10 This section shall apply to all such existing corpora11 tions, notwithstanding the provisions of any general or 12 special act heretofore passed or certificate of incorpora13 tion affecting such corporations. 1 L. 1890, ch. 497. (New.) § 13. Acquisition of additional property. - When 2 any corporation shall have sold and conveyed 3 any part of its real property, and is not otherwise 4 authorized to purchase other real property, the supreme 5 court may authorize it to purchase and hold from time 6 to time other lands, upon satisfactory proof that the 7 value of the lands so purchased does not exceed the 8 value of the lands so sold and conveyed within the three 9 years next preceding the application. 1 Former section 10. § 14. Acquisition of property in other states.-Any 2 domestic corporation transacting business in other 3 states or foreign countries may, unless otherwise pre4 scribed by law, acquire and dispose of such property therein 5 as shall be requisite for such corporation in the con6 venient transaction of its business. 1 Former section 11, amended. § 15. Certificate of authority of a foreign corpora2 tion. No foreign corporation, other than a monied 3 corporation, shall transact business in this state with4 out having first procured from the secretary of state a 5 certificate that it has complied with all the requirements 6 of law to authorize it to do business in this state and 7 that the purposes and objects of the corporation are in 8 all respects such as a corporation may be incorporated 9 for under the laws of this state. No such corporation 10 now doing business in this state shall transact business 11 herein after December 31, 1891, without having procured 12 such certificate from the secretary of state. (New.) |