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and a corporation formed for promoting or maintaining the principles of a political party, shall be jointly and severally liable for any debt of the corporation contracted while they are directors, payable within one year or less from the date it was contracted, if an action for the collection thereof be brought against the corporation within one year after the debt becomes due, and an execution issued therein to the county where its office is, or where a certificate of its incorporation is filed, be returned wholly or partly unsatisfied; and if the action against the directors to recover the amount unsatisfied be commenced within one year after the return of such execution; provided, however, that no director of a corporation formed for promoting or maintaining the principles of a political party shall be liable for any such debt unless the contracting of the same shall have been specifically authorized by the board of directors at a meeting thereof, and assented to thereat by the directors sought to be charged therewith. (As amended by chap. 542 of 1896, § 1, and chap. 292 of 1899.)

12. Prohibitions on officers.-No director or other officer of a membership corporation hereafter created shall receive, directly or indirectly, any salary, compensation or emolument from such corporation, either as such officer or director or in any other capacity, unless authorized by the by-laws of the corporation, or by the concurring vote of two-thirds of the directors.

No director or other officer of a membership corporation hereafter created shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, nor in any contract for furnishing supplies thereto, unless expressly authorized by the by-laws of the corporation, and by the concurring vote of all the directors.

The foregoing provisions of this section shall also apply after January 1, 1896, to every membership corporation now existing and heretofore created under any law repealed by this chapter, and until such date the restrictions of law now existing as to such compensation and contracts shall continue applicable to the directors and other officers of such corporation.

13. Purchase, sale, mortgage and lease of real property.No purchase, sale, mortgage or lease of real property shall be made. by a membership corporation, unless ordered by the concurring vote of at least two-thirds of the whole number of its directors, provided however that when the whole number of directors is not less than twenty-one, the vote of a majority of the whole number shall be sufficient.



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No real property of a membership corporation shall be leased, without leave of the court, for a longer period than five years, or sold or mortgaged. A mortgage may be executed to secure the payment of bonds issued or to be issued to different persons. The court may grant leave to a membership corporation to convey real property, without consideration, to another membership corporation created for the same or kindred purposes.

If a mortgage of the real property of any such corporation be executed and delivered without leave of the court, the court may thereafter, on such proceedings as are required to obtain leave of the court to mortgage such property, confirm such previously executed mortgage, and thereon such mortgage shall be as valid and of the same force and effect as if it had been executed and delivered with leave of the court, except as to purchasers or incumbrancers of such real property, subsequent to the execution and delivery of such mortgage.

A membership corporation may, if its by-laws so provide, and pursuant to the provisions thereof, and without leave of the court, convey to a member of the corporation a portion of its real property for the erection thereupon of a cottage or other dwelling-house with suitable outbuildings, on the terms and conditions that such portion, together with the buildings thereupon, shall belong to such member and on his death pass as part of his estate to his heirs or devisees, but that the land, whereupon such buildings shall be erected, shall be inalienable by him or them, except to the corporation or to a member thereof, and that such member in his lifetime, or after his death, his heirs or devisees, may convey such interest in such property to the corporation, or to a member thereof for such sum as may be mutually agreed on, but not to any other person. Such conveyance may provide that the grantees of the interest in each lot so conveyed shall be entitled to one vote, either in person or by proxy, at all meetings of the corporation, if the by-laws authorize such a provision.

Except as otherwise provided in this chapter no portion of a emetery of a cemetery corporation which any person other than the corporation is entitled to use for burial purposes, or in which burials have been made and not lawfully removed, shall be sold, mortgaged or leased by the corporation. (As amended by chap. 208 of 1900.)

140414. Changing number of directors.-A membership corporation, created under or by a general or special law, may, by


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SS 15-16


Article I.


majority vote at an annual meeting) determine to change the number of its directors to any number which a corporation created under this chapter for the same purposes is authorized to have. On such determination, a majority of the directors shall sign, acknowledge, and file a supplemental certificate speciifying such reduction or increase; and thereon the number of directors shall be the number stated in such certificate. Each director then in office shall serve until his term expires, and there Yshall be no election of directors until, the number of directors is less than the number specified in the certificate.

§ 15. Changing time of annual meetings.-The time of holding the annual meeting of a membership corporation, created under or by a general or special law, may be changed, from time to time, by vote of an annual meeting, or of a special meeting duly called for that purpose, and by filing a supplemental certifi cate of incorporation containing at ranscript of the minutes of the meeting, relating to such change, duly certified and verified by the president and secretary of the meeting.

16. Visitation of supreme court.-All membership corpora tions with their books and vouchers, shall be subject to the visi tation and inspection of a justice of the supreme court, or of any person appointed by the court for that purpose. If it appears to such court by the verified petition of a member or creditor of any such corporation, that it, or its directors, officers, or agents, have misappropriated any of the funds or property of the corporation, or diverted them from the purpose of its incorporation, or that it has acquired property in excess of the amount which it is authorized by law to hold, or engaged in any business other than that stated in its certificate of incorporation, it may order that a notice of at least eight days be served on the directors of the corporation, with a copy of such petition, requiring them to show cause at a time and place to be therein specified, why they should not be required to make and file an inventory and account of the property, effects and liabilities of such corporation with a detailed statement of its transactions during the twelve months next preceding the granting of such order; and, if on the hearing of such application, no good cause is shown to the contrary, the court may make an order requiring such inventory, account and statement to be filed, and proceed to take and state an account of the property and liabilities of the corporation, or appoint a referee for that purpose; and when such account is taken and

Corporations for Purposes not Elsewhere Authorized.

§ 17

stated, it may, after hearing all the parties to the application, enter a final order determining the amount of property so held by the corporation, its annual income, whether any of the property or funds of the corporation have been misappropriated or diverted to any other purpose than that for which such corporation was incorporated, and whether such corporation has been engaged in any other business than that specified in its certificate of incorporation, from which final order an appeal may be taken by any party aggrieved to the appellate division of the supreme court, and to the court of appeals; but no corporation shall be required to make and file more than one inventory and account in any one year, nor to make a second account and inventory while proceedings are pending for the statement of an account under this section. (As amended by chap. 360 of 1899.)

17. Reports to comptroller by corporations receiving state moneys. No moneys appropriated by the legislature from the treasury of the state to a membership corporation, created under or by a general or special law, except a corporation subject to the visitation of the regents of the university of the state of New York, shall be paid to it or to any institution under its care, control or management, until its president and secretary, or a majority of its directors, make a sworn report to the comptroller of its purposes, operations, financial condition, expenditures and management, and particularly, of the disposition of moneys appropriated by the legislature for the maintenance of such institution, for the year ending with the last preceding thirtieth day of September. The comptroller shall transmit such report to the legislature with his annual report.



SECTION 30. Purposes for which a corporation may be created under this article.

31. Certificate of incorporation.

32. Incorporation of associations of more than five thousand


33. Effect of incorporation.

34. Annual assembly or convention.

35. Board of directors.

36. Special powers.

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30. Purposes for which corporations may be formed under this article.-A membership corporation may be created under this article for any lawful purpose, except a purpose for which a corporation may be created under any other article of this chapter, or any other general law than this chapter.

§31. Certificates of incorporation.-Five or more persons may become a membership corporation for any one of the purposes for which a corporation may be formed under this article or for any two or more of such purposes of a kindred nature, by making, acknowledging and filing a certificate, stating the particular objects for which the corporation is to be formed, each of which must be such as is authorized by this article; the name of the proposed corporation; the territory in which its operations are to be principally conducted; the town, village, or city in which its principal office is to be located, if it be then practicable to fix such location; the number of its directors, not less than three nor more than thirty; and the names and places of residence of the persons to be its directors until its first annual meeting. Such certificate shall not be filed without the written approval, indorsed thereupon or annexed thereto, of a justice of the supreme court. If such certificate specify among such purposes the care of orphan, pauper or destitute children, the establishment or maintenance of a maternity hospital or lying-in asylum where women may be received, cared for or treated during pregnancy or during or after delivery, or for boarding or keeping nursing children, the written approval of the state board of charities shall also be indorsed thereupon or annexed thereto, before the filing thereof. On filing such certificate, in pursuance of law, the signers thereof, their associates and successors, shall be a corporation in accordance with the provisions of such certificate. (As amended by chap. 205 of 1897, § 1.)

$32. Incorporation of associations of more than five thousand members. Any association, society or league, having no capital stock and not organized for pecuniary profit, composed of more than five thousand members and governed by a representative body may incorporate under the provisions of this article for the purposes for which it was organized, if such purpose is one for which a cor

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