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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 two thirds 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 de pendents 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 corporation 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 bonds. 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 theroin. Any of the bodies specified in section seven may invest its funds in the bonds authorized by this section to be issued.

§ 11. Reincorporation of joint corporations. A 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.


Laws Repealeá; 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.

8 21. When to take effect. This chapter shall take effect immediately.

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Laws 1909, Chap. 12.

JN 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


Article 1. Short title ($ 1).

2. General provisions (S$ 2–16).
3. Laws repealed; when to take effect (S$ 25, 26).


Short Title Section 1. Short title.

§ 1. Short title. This chapter shall be known as the “ Busivess Corporations Law.”


General Provisions

Section 2.

2. Incorporation.
2-a. Incorporating for the purpose of conducting law

business, et cetera, prohibited.
3. Restrictions upon commencement of business.
4. Reorganization of existing corporations.

Payment of capital stock.
6. Full liability corporations.
7. Consolidation of corporations,
8. Submission of consolidation agreement to stock-

9. Powers of consolidated corporations.
10. Transfer of property of old corporations to consoli-

dated corporations.
11. Rights of creditors of old corporations.



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Section 12. District steam corporations.
13. Examination of meters by agent of district steam

14. Entry by agent of district steam corporation to cut

off steam.
15. Water companies.

16. Improvement corporations; right of condemnation.
§ 2. Incorporation. Except as provided in section two-a
of this chapter, three or more persons may become a stock corpo-
ration for any lawful business purpose or purposes other than
a moneyed corporation, or a corporation provided for by the
banking, the insurance, the railroad and the transportation corpo
rations laws, or an educational institution or corporation which
may be incorporated as provided in the education law, by making,
signing, acknowledging and filing a certificate which shall contain:
1. The name of the proposed corporation.
2. The purpose or purposes for which it is to be formed.

3. The amount of the capital stock, and if any portion be preferred stock, the preferences thereof.

4. The number of shares of which the capital stock shall consist, each of which hall not be less than five nor more than one hundred dollars, and the amount of capital not less than five hundred dollars, with which said corporation will begin business.

5. The city, village or town in which its principal business office is to be located. If it is to be located in the city of New York, the borough therein in which it is to be located.

6. Its duration.
7. The number of its directors, not less than three.
8. The names and post-office addresses of the directors for the

e sol 26 (

first year.

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9. The names and post-office addresses of the subscribers to the certificate, and a statement of the number of shares of stock which each agrees to take in the corporation.

Any certificate of incorporation filed, prior to April twentysecond, eighteen hundred and ninety-six, under the provisions of the business corporations law theretofore in force which shall contain the names and post-office addresses, either of the subscribers to the stock or of the subscribers to the certificate, and a statement of the number of shares of stock which each agrees to take in the corporation, shall be deemed to have complied with the requirements of section two, subdivision nine of said law.

If meetings of the board of directors are to be held only within the state the certificate or by-laws must so provide. (Thus amended by L. 1909, ch. 484, in effect May 25, 1909.)

Amendment of 1909 inserted in opening paragraph part beginning with
Except” and ending with “chapter,".

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