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SS 1-4 SECTION 1. Short title.-This chapter shall be known as the membership corporations law.
§ 2. Definition.-Neither the term membership corporation, nor the term membership corporation created by special law, includes a stock corporation, or a corporation organized for pecuniary profit or a corporation subject to any of the provisions of the insurance law. Subject to such exceptions, the term membership corporation means a corporation hereafter incorporated under this chapter, or heretofore incorporated under any law repealed by this chapter; but does not include a membership corporation created by special law; and the term membership corporation created by special law means a corporation created by special law for purposes for all of which a corporation might be created under this chapter.
§ 3. Relation of article one to the other articles of this chapter. If in any other article of this chapter, there be a provision in conflict with any provisions of this article, such provisions of such other article shall prevail. If in any other article of this chapter, there be a provision relating to a matter embraced in this article, but not in conflict therewith, such provision in such other article shall be deemed to be additional to the provision in this article relating to the same subject-matter, and both provisions shall, in such case, be applicable.
84. Extension of corporate purposes by supplemental certificates.-A membership corporation, created under or by a general or special law, for purposes for which a corporation may be created under article two of this chapter, may, from time to time, extend its corporate purposes so as to include any other purpose for which a corporation may be created under such article, by filing in the offices in which its original certificates of incorporation, if any, are filed, or otherwise in the offices in which original certificates of incorporation for such purposes are required to be filed, a copy of a resolution in favor of such extension, certified by the president and secretary of the corporation to have been duly adopted by the concurring vote of a majority of the members of the corporation present at an annual meeting, or a special meeting duly called for that purpose; and a certificate signed and acknowledged by a majority of the directors of the corporation, in pursuance of such resolution, with the approval, indorsed thereupon or annexed thereto, of a justice of the supreme court, and, if the care of orphan, pauper or destitute children be in
cluded among such corporate purposes, with the additional approval, indorsed thereupon or annexed thereto, of the state board of charities.
§ 5. Incorporation of unincorporated associations.-An unincorporated club, society or association organized for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to incorporate for the same purposes, under such article, with a corporate name adopted by such meeting, if notice of the intention so to incorporate be given at least thirty days before such meeting, personally or by mail, to each member of such association whose residence or post-office address is known. On such incorporation, the members of such previously unincorporated club, association or society shall become members of such corporation, and all of the property of such unincorporated club, society or association, or held by any person for its use or benefit, shall vest in and become the property of such corporation, subject to be taken in payment of all claims against such unincorporate club, society or association, or against any of the members thereof as such members, or by reason of their membership therein, the same as if such incorporation had not taken place.
§ 6. Re-incorporation of membership corporations.—A membership corporation created by special law for purposes for which a corporation may be created under any article of this chapter, may, by the unanimous vote of all its members present and voting at a regular or regularly called meeting thereof, authorize its directors to re-incorporate with the same corporate name, for the same purposes under such article. Such re-incorporation shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence, without affecting its propperty rights, or its liabilities, or the liabilities of its members or officers as such, but thereafter it shall have only such other rights, powers and privileges, and be subject only to such other duties. and liabilities as a corporation created for the same purposes under such article.
$ 7. Consolidation.-Any two or more membership corporations, incorporated under or by general or special laws, for kindred purposes, being purposes for which, a corporation may be formed under any article of this chapter, may enter into an agreement
§ 8 for the consolidation of such corporations, setting forth the terms and conditions of consolidation, the name of the proposed corporation, the number of its directors, the time of the annual election and the names of the persons to be directors until the first annual meeting.
Each corporation may petition the supreme court for an order consolidating the corporations, setting forth in such petition the agreement for consolidation, a statement of all its property and liabilities and the amount and sources of its annual income. Before the presentation of the petition to the court, the agreement and petition must be approved by three-fourths of the votes lawfully cast at a meeting of each corporation, separately, and specially called for that purpose, which approval, duly verified by the chairman and clerk of such meeting, shall be annexed to the petition. On presentation of the petition, the certificate of approval and the agreement for consolidation, and on such notice to interested parties as the court may prescribe, and after hearing such interested parties as desire to be heard, the court may make an order for the consolidation of the corporations on such terms and conditions as it may prescribe.
When such order is made and duly entered, such corporations shall become one corporation by the name designated in the order, and shall have only such rights, powers and privileges, and be subject only to such duties and obligations as a membership corporation formed under this chapter for the same purposes; and all the property belonging to the corporations so consolidating, shall be vested in and transferred to the new corporation, which shall Le subject to all the liabilities of the former corporations, to the same extent as if they had been contracted or incurred by it.
But a corporation for the prevention of cruelty to children or animals shall not consolidate with any other corporation.
§ 8. By-laws.-The by-laws of a membership corporation, created by or under a general or special law, may be divided into different classes and designated as constitution, by-laws, rules, regulations, or otherwise, and may provide different methods for amending and repealing such classes, respectively.
The by-laws of any such corporation may make provisions, not inconsistent with law or with its certificate of incorporation, regulating the admission, voluntary withdrawal, censure, suspension and expulsion of members; the fees and dues of members
and the termination of membership on non-payment thereof or otherwise, the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; what shall constitute a vacancy in the office of any such officer and the manner of filling it; the number of members, not less than one-third, or if one-third be nine or more, not less than nine, whose presence shall be necessary to constitute a quorum at its meetings; the qualifications of voters at its meetings; the eligibility of members to be directors; and the classification of its directors into not more than five classes, so that the term of office of all the directors of one class only shall expire each year, and that the term of office of their successors shall be as many years as there are classes, but not so as to change the term of office of any director then in office.
Such by-laws may authorize holders of the bonds of the corporation secured by mortgage upon its property, to vote for the directors thereof, and may apportion the number of votes each such bondholder may cast to the amount of such bonds held by him.
The by-laws of a membership corporation, incorporated for yachting purposes, may provide that the owners of each yacht shall, together, cast but one vote at the meetings of the corporation.
§ 9. Members. Each person signing the certificate of incorporation of a membership corporation, and each person admitted to membership therein, in pursuance of law or its by-laws, shall be a member of the corporation until his membership shall terminate by death, voluntary withdrawal, or otherwise, in pursuance of the by-laws. The right of a member to vote, and all the right, title and interest of a member in or to the corporation, or its property, shall cease on the termination of his membership, unless otherwise provided by law, or by the by-laws of the. corporation.
§ 10. Directors and trustees.-The directors of a membership corporation other than those named in its certificate of incorporation, shall be elected from among the members, by the members, and by such other persons as are authorized, by or in pursuance of law, to vote therefor.
If a vacancy in the office of director of a membership corporation created under or by a general or special law, shall not be filled within six months after it occurs, either for want of a by
§ 11 law or other provision for filling the same; or if, by reason of the absence, illness or other inability of one or more of the remaining directors, a quorum of the board of directors can not be obtained, the remaining directors of such corporation, or a majority of them, may appoint a member of such corporation to fill such. vacancy, and such appointment filed in the office of the clerk of the county in which such corporation is located, shall constitute such person a director of such corporation, until the next annual election of the directors.
A membership corporation may file in the offices in which its certificate of incorporation is filed, a supplemental certificate designating not less than five nor more than fifteen of its directors to be the trustees of its property until the next annual meeting, and may by by-law confer on such trustees any of the powers, duties or obligations of the directors of such corporation in relation to the care, custody or management of snch property. At each annual meeting of the corporation thereafter the members thereof shall designate successors to the trustees in office.
§ 11. Powers, duties and liabilities of directors.-The directors of every membership corporation, except a corporation for the prevention of cruelty to children or animals, and a corporation for promoting or maintaining the principles of a political party, created under or by a general or special law, shall present at its annual meeting a report, verified by the president and treasurer, or by a majority of the directors, showing the whole amount of real and personal property owned by it, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the corporation during such year, which report shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the proceedings of the annual meeting. The directors of every membership corporation, except a society for the prevention of cruelty to children or animals, a corporation for the promotion of agriculture and which holds annual agricultural fairs,