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§ 2. Classification of corporations. A corporation shall be either,

1. A municipal corporation,

2. A stock corporation, or 3. A non-stock corporation.

A stock corporation shall be either 1. A moneyed corporation,

2. A railroad or other transportation corporation, or

3. A business corporation.

A non-stock corporation shall be either,

1. A religious corporation,

2. A membership corporation, or

3. Any corporation other than a stock corporation.

A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class.

§ 3. Definitions. 1. A "municipal corporation" includes a county, town school district, village and city and other territorial division of the state established by law with powers of local govern

ment.

2. A "stock corporation" is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership, and which is not authorized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation.

3. The term "non-stock corporation" includes every corporation other than a stock corporation.

4. A "moneyed corporation " is a corporation formed under or subject to the banking or the insurance law.

5. A "domestic corporation" is a corporation incorporated by or under the laws of the state or colony of New York. Every corporation which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code.

6. The term "directors," when used in relation to corporations,

shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation.

7. The term "certificate of incorporation" shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law.

8. The term "member of a corporation" shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy.

9. The term "office of a corporation" means its principal office within the state, or principal place of business within the state if it has no principal office therein.

10. The term "business of a corporation," when used with reference to a non-stock corporation, includes the operations for the conduct of which it is incorporated.

11. The term "corporate law" or "laws," when used in any law. forming a part of the consolidation of the general laws of the state of which this chapter is a part, means the general statutes of this state relating to corporations included in such consolidation.

The right to be a corporation is a distinct, independent franchise, having no necessary connection with other distinct franchises, which are the subjects of legislative grants. Southern P. R. Co. v. Orton, 6 Sawy. 157, 185, 32 Fed. Rep. 457.

ARTICLE 2.

GENERAL PROVISIONS.

SECTION 4. Qualifications of incorporators.

5. Filing and recording certificates of incorporation.

6. Corporate names.

7. Amended and supplemental certificates.

8. Lost or destroyed certificates.

9. Certificate and other papers as evidence; evidence of consolidation. 10. Limitation of powers; provisions of certificate.

11. Grant of general powers.

12. Enlargement of limitations upon the amount of the property of non

stock corporations.

13. Acquisition of additional real property.

14. Acquisition of property without the state.

15. Certificate of authority of a foreign corporation.

16. Proof to be filed before granting certificate.

17. Reincorporation of foreign moneyed corporations.

18. Papers to be filed upon reincorporation.

19. When reincorporation effective and effect thereof.

20. Acquisition of real property in this state by certain foreign corporations.

21. Acquisition by foreign corporation of real property in this state.

22. Prohibition of banking powers.

23. Qualification of members as voters.

24. Cumulative voting.

25. Voting trust agreements.

26. Proxies.

27. Challenges.

28. Effect of failure to elect directors.

29. Mode of calling special election of directors.

30. Mode of conducting special election of directors.

31. Qualification of voters and canvass of votes at special election.

32. Powers of supreme court respecting elections.

33. Stay of proceedings in actions collusively brought.

34. Quorum of directors and powers of majority.

35. Directors as trustees in case of dissolution.

36. Forfeiture for non-user.

37. Extension of corporate existence.

38. Revival of corporate existence.

39. Approval of certificates of extension or revival; when required.

40. Extension when stock is owned by another corporation.

41. Effect of extension.

42. When notice of lapse of time unnecessary.

43. As to acts of directors.

44. Political contributions prohibited; penalty.

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84. Qualifications of incorporators. A certificate of incorporation must be executed by natural persons, who must be of full age and at least two-thirds of them must be citizens of the United States and one of them a resident of this state. This section shall not apply to a corporation formed by the reincorporation or consolidation of existing corporations, or to the reorganization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise.

§ 5. Filing and recording certificates of incorporation. - 1. Every certificate of incorporation including the corporate name or title and every amended or supplemental certificate, and every certificate which alters the provisions of any certificate of incorporation or any amended or supplemental certificate hereafter executed, shall be in the English language, and except as otherwise provided by law, shall be filed in the office of the secretary of state, and shall be by him duly recorded and indexed in books specially provided therefor, and a certified copy of such certificate or amended or supplemental certificate with a certificate of the secretary of state of such filing and record, or a duplicate original of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a non-stock corporation, and such county be not determined upon at the time of executing the certificate of incorporation, in such county clerk's office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall exercise any corporate powers or privileges until such taxes and fees have been paid.

(As amended by L. 1892, ch. 687; L. 1895, ch. 672, § 1, and L. 1902, ch. 285, § 1.)

2. Whenever under any law now or heretofore in force the certificate of incorporation of any corporation other than a stock corporation was or is required to be filed in more than one public office, a certified copy of such certificate so filed in any one of such public offices may be filed in such other office with the like effect as if the original had been duly filed therein, provided, however, that no rights

accrued prior to the filing of such copy be impaired or affected thereby, provided also, that such filing of a copy shall not cause a duplication or similarity of corporate names in violation of the next succeeding section.

§ 6. Corporate names. 1. No certificate of incorporation of a proposed corporation having the same name as a corporation authorized to do business under the laws of this state, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation, or of authorizing it to do business in this state. A corporation formed by the reincorporation, reorganization or consolidation of other corporations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corporation shall be hereafter organized under the laws of this state, with the word "trust," "bank," "banking," insurance," "assurance," "indemnity," guarantee," " guaranty," "title," title," "savings," savings," "investment," loan or "benefit" as part of its name, except a corporation formed under the banking law or the insurance law.

99.66

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2. No corporation, society or association, whether now existing or hereafter organized under or by virtue of the laws of this state, shall ever employ the words "Lucretia Mott" to designate, describe or name any hospital, infirmary or dispensary, or any part thereof, or any similar institution.

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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 acknowledgement 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.

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