CHAPTER XXXV OF THE GENERAL LAWS. [CHAP. 687 OF 1892.] 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. Corporate names. 7. Amended and supplemental certificates. 8. Lost or destroyed certificates. 9. Certificate and other papers as evidence. 10. Limitation of powers. 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 in other states. 15. Certificate of authority of a foreign corporation. 16. Proof to be filed before granting certificate. 17. Acquisition by foreign corporations of real property in this state. 18. Acquisition by foreign corporations of real property in this state. 19. Prohibition of banking powers. 20. Qualification of members as voters. 21. Proxies. 22. Challenges. 23. Effect of failure to elect directors. 24. Mode of calling special election of directors. 25. Mode of conducting special election of directors. 26. Qualification of voters and canvass of votes at special elections. 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 non-user. 32. Extension of corporate existence. 33. Conflicting corporate laws. 34. Laws repealed. 35. Saving clause. 36. Construction. The General Corporation Law. 88 1-8 SECTION 37. Law revived. 38. When notice or lapse of time unnecessary. 39. As to acts of directors. 40. Alteration and repeal of charter. SECTION 1. Short title.-This chapter shall be known as the general corporation law. § 2. Classification of corporations.-A corporation shall be either, I. A municipal corporation, 2. A stock corporation, 3. A non-stock corporation, or A stock corporation shall be either, 2. A transportation corporation, or A non-stock corporation shall be either, 2. A library corporation, 3. A co-operative corporation, 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A transportation corporation shall be either, 1. A railroad corporation, or 2. A transportation corporation other than a railroad corporation. A membership corporation shall include benevolent orders and fire and soldiers' monument corporations. 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 any other territorial division of the State established by law with powers of local government. 2. A stock corporation is a corporation having 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 $ 4 The General Corporation Law. 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. II. The term, corporate law or laws, when used in any law forming a part of the revision of the general laws of the State of which this chapter is a part, means the general laws of the State relating to corporations included in such revision. (As amended by chap. 672 of 1895, § 1.) § 4. 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 The General Corporation Law. §§ 5-7 United States and one of them a resident of this State. This section shall not apply to a corporation formed by the re-incorporation or consolidation of existing corporations, or to the re-organization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise. (As amended by chap. 672 of 1895, § 1.) § 5. Filing and recording certificates of incorporation.Every certificate of incorporation and amended or supplemental certificate hereafter executed, shall be in the English language, and except of a religious, cemetery, moneyed, municipal or fire department corporation, 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 chap. 672 of 1895, § 1.) § 6. Corporate names. No certificate of incorporation of alma proposed corporation having the same name as an existing domestic corporation, 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. 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, savings, investment, loan or benefit as part of its name, except a corporation formed under the banking law or the insurance law. (As amended by chap. 672 of 1895, § 1, and chap. 704 of 1900.) 7. Amended and supplemental certificates. If in the orig 19026.9 $$ 8-10 The General Corporation Law. inal 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 author. ized by law to be stated therein, or if the proof or acknowledgment 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. The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other persons as the court may direct, and upon such terms and conditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the corporation, so as to truly set forth such object and purpose. When an amended or supplemental certificate is filed, an entry shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate. The amendment of a certificate under this section shall be without prejudice to any pending action or proceeding, or to any rights previously accrued. § 8. Lost or destroyed certificates. If either of the certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed. § 9. Certificate and other papers as evidence.-The certificate [ of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed or recorded relating to the incorporation of any corporation, or its existence or management, and containing facts required by law to be stated therein, shall be presumptive evidence of the existence of such facts. (As amended by chap. 672 of 1895, § 1.) 10. Limitation of powers.-No corporation shall possess or exercise any corporate powers not given by law, or not necessary |