Where the bodies uniting to form such corporation do not exceed thirty in number, the board of trustees shall fix the term of office of such trustees elected to represent new members of such corporation at one, two or three years, and shall so apportion such new trustees that as nearly as possible the terms of office of onethird of the trustees of such corporation shall expire annually. Where the organizations so united are trades unions, trades assemblies, trades associations or labor organizations, the board of trustees may, from time to time, admit as members of such corporation and of such board of trustees the representatives of any other labor or trades organization or association whether or not the same be chartered or instituted by the same general governing body as any of the bodies named in such certificate, or by any superior or higher jurisdiction or governing body of the order to which such bodies belong. The board of trustees admitting such members shall file in the county clerk's office a certificate showing such action, and the terms of the representatives so admitted shall be fixed as above provided in the case of other organizations. Every corporation formed under this chapter must file annually immediately after its annual meeting, in the clerk's office of the county where such building is or is to be located, a certificate giving the names and addresses of the principal officers of the corporation and the names and addresses of the members of the board of trustees, and the names and location of all bodies admitted. to or withdrawn or expelled from membership since the filing of the last preceding certificate. § 9. Powers of joint corporations. Such corporation may acquire real property in the town, village or city in which such hall, home, temple or building is or is to be located, and erect such building or buildings thereupon for the uses and purposes of the corporation, as the trustees may deem necessary, or repair, rebuild or reconstruct any building or buildings that may be thereupon and furnish and complete such rooms therein as may appear necessary for the use of such bodies or for any other purpose for which the corporation is formed; and may rent to other persons any room in such building or any portion of such real property. Until such real property shall be acquired or such building erected or made ready for use, the corporation may rent and sublet such rooms or apartments in such town, village or city as may be suitable or convenient for the use of the bodies mentioned in such certificate, or of such other bodies as may desire to use them, and the board of trustees may determine the terms and conditions on which rooms and apartments in such building or buildings, when erected, or which may be leased, shall be used and occupied. Before such corporation 235 § 9 a '13 c 11 236 § 10 a '11 e 307° composed of not more than thirty bodies shall purchase or sell any real property, or erect or repair any building or buildings there upon, and before it shall purchase any building or part of a building for the use of a corporation, it shall submit to the bodies constituting the corporation, the proposition to make such sale or purchase, or to erect or repair any such building or buildings, or to rent any building or part thereof, for the use of the corporation; and unless such proposition receives the approval of twothirds of the bodies constituting the corporation, such proposition shall not be carried into effect. The evidence of the approval of such proposition by any such body shall be a certificate to that effect signed by the presiding officer and secretary of the body, or the officers discharging duties corresponding to those of the presiding officer and secretary, under the seal of such body. But where land is purchased for the purpose of erecting a hall, home or temple thereon, the buildings upon such land at the time of such purchase may be sold by the trustees without such consent. The powers of the board of trustees of every corporation created hereunder and composed of more than thirty bodies, respecting sales, purchases and repairs, shall be fixed by the by-laws adopted by the representatives of the various bodies composing such corporation, or shall be determined by such representatives when assembled in annual session. Every corporation created hereunder shall have power to enforce, at law or in equity, any legal contract which it may make with any of the bodies composing it respecting the care and maintenance of members or other dependents of such body, the same as if such body or bodies were not members of the corporation. Any corporation created hereunder shall have power to take and hold real and personal estate by purchase, gift, devise or bequest subject to the provisions of law relating to devises and bequests by last will and testament or otherwise. § 10. Mortgaging property. If the funds of the corporation shall not be sufficient to pay for any real property purchased by the board of trustees in pursuance of law, or for the construction, repair or rebuilding of a suitable building or buildings, and the finishing or furnishing of apartments therefor, the cororation may issue its bonds bearing interest, semi-annually, for such additional sum as may be required therefor, and may execute to any such trustee or trustees, as the board may select, a mortgage upon its real property as security for the payment of such bouls. The proceeds of such bonds shall be applied to the payment of debts of the corporation incurred by the purchase of such real property, or the construction and repair of a building or buildings thereupon or the finishing or furnishing of apartments there in. Any of the bodies specified in section seven may invest its funds in the bonds authorized by this section to be issued. A 8 11. Reincorporation of joint corporations. corporation heretofore organized, the members whereof represent lodges or bodies in any of the benevolent or fraternal orders mentioned or described in section seven hereof, may by a two-thirds vote of all its members present and voting at a regular or regularly called meeting thereof, proceed to reincorporate under this chapter with the same name and for the same purposes for which it was originally organized. In thus proceeding to reincorporate, the board of trustees or directors may be increased or diminished within the limits prescribed by section seven hereof, but any decrease in such membership shall not take effect so as to affect the term of office of any trustee or director of the old corporation. Such trustees or directors and the other officers of the old corporation shall continue to serve as such under the reorganized corporation for the term for which they were originally elected or appointed. Such reorganization shall not effect a dissolution of the corporation, but shall be deemed a continuation of its corporate existence without affecting its property 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 purpose under this chapter. ARTICLE 3 Laws Repealed; When to Take Effect Section 20. Laws repealed. 21. When to take effect. § 20. Laws repealed. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is hereby repealed. § 21. When to take effect. This chapter shall take effect immediately. BUSINESS CORPORATIONS LAW Laws 1909, Chap. 12. AN ACT relating to business corporations, constituting chapter four of the consolidated laws. Became a law, February 17, 1909, with the approval of the Governor. Passed, three-fifths being present. The People of the State of New York, represented in Senate and Assembly, do enact as follows: CHAPTER 4 OF THE CONSOLIDATED LAWS BUSINESS CORPORATIONS LAW Article 1. Short title (§ 1). 2. General provisions (§§ 2-16). 3. Laws repealed; when to take effect (§§ 25, 26). § 1. Short title. This chapter shall be known as the "Busi ness Corporations Law." ARTICLE 2 General Provisions Section 2. Incorporation. 2-a. Incorporating for the purpose of conducting law business, et cetera, prohibited. 5. Restrictions upon commencement of business. Payment of capital stock. 6. Full liability corporations. 7. Consolidation of corporations. 8. Submission of consolidation agreement to stock 10. holders. Powers of consolidated corporations. Transfer of property of old corporations to consolidated corporations. 11. Rights of creditors of old corporations. |