sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing in which shall be stated the corporate name of the said company and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence (not to exceed fifty years), the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of said company for the first year, and the name of the town and county in which the operations of the said company are to be carried on. No company organized under this act for the purpose of taking, purchasing, holding or possessing real estate and buildings and selling, leasing and improving the same shall be permitted to purchase and hold real estate to the value of more than one million dollars, but this act shall not be deemed to repeal or affect in any way any act heretofore passed amendatory of or supplementary to the said act of February seventeen, eighteen hundred and forty-eight, except as herein provided. [Thus amended by L. 1884, ch. 267.]*

Corporations, how formed. SECTION 1. At any time hereafter, any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical or chemical business, or the business of printing, publishing or selling books, pamphlets or newspapers, or advertising the same or other articles, or for the purpose of purchasing, taking, holding and possessing real estate and buildings, and selling, leasing and improving the same, or the business of making butter, cheese, concentrated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York by animal or steam power, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, or the business of buying, breeding, grazing, pasturing, dealing in and selling cattle, sheep, hogs, horses and other live stock in the United States of America, British North America and elsewhere, may make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of said company and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence (not to exceed fifty years), the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the name of the town and county in which the operations of said company are to be carried on. No company organized under this act for the purpose of taking, purchasing, holding or possessing real estate and buildings, and selling, leasing and improving the same, shall be permitted to purchase and hold real estate to the value of more than one million dollars, but this act shall not be deemed to repeal or affect in any way any act heretofore passed amendatory of or supplementary to the said act of February seventeen, eighteen hundred and forty-eight, except as herein provided. [Thus amended by L. 1885, ch. 84.]†

[L. 1883, ch. 240, § 1. At any time hereafter, any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical or chemical business, or the business of printing and publishing books, pamphlets and newspapers, or the business of receiving, obtaining, collecting and accumulating items and matters of news, and selling, vending, furnishing and supplying the same, may make,

The effect of the final clause of this amendment appears to be that the amendment of 1882 is left in force. The effect of the final clause of this amendment appears to be that the amendments of 1882 an 1 1884 are left in force.

sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the said company, and the objects for which the company shall be formed, the amount of the capital stock of the said company, the term of its existence not to exceed fifty years, the number of shares of which the said stock shall consist, the number of trustees and their names who shall manage the concerns of said company for the first year, and the names of the town and county in which the operations of the said company are to be carried on.]*

Corporations, how formed. SECTION 1. At any time hereafter, any three or more persons who may desire to form a company for the purpose of carrying on any kind of manufacturing, mining, mechanical, or chemical business, or the business of printing, publishing or selling books, pamphlets or newspapers, or advertising the same or other articles, or for the purpose of purchasing, taking, holding and possessing real estate and buildings, and selling, leasing and improving the same, or the business of making butter, cheese, concentrated or condensed milk, or any other products of the dairy, or the business of erecting buildings for church sheds or laundry purposes, and the carrying on of laundry business or the business of slaughtering animals, or for the purpose of towing or propelling canal boats, vessels, rafts or floats on the canals and navigable rivers of the state of New York by animal or steam power, or for the purpose of buying, storing, selling or shipping coal, merchandise and farm produce, their operations not to be confined to the county in which their certificates shall be filed, or the supplying of hot water or hot air or steam for motive power, heating, cooking or other useful applications in the streets and public and private buildings of any city, village or town in this state, or the business of buying, breeding, grazing, pasturing, dealing in and selling cattle, sheep, hogs, horses and other live stock in the United States of America, British North America and elsewhere, may make, sign and acknowledge before some officer competent to take the acknowledgment of deeds, and file in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof, in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of said company, and the objects for which the company shall be formed, the amount of the capital stock of said company, the time of its existence (not to exceed fifty years), the number of shares of which the said stock shall consist, the number of trustees and their names, who shall manage the concerns of said company for the first year, and the name of the town and county in which the operations of said company are to be carried on. No company organized under this act for the purpose of taking, purchasing, holding or possessing real estate and buildings, and selling, leasing and improving the same, shall be permitted to purchase and hold real estate to the value of more than one million dollars, but this act shall not be deemed to repeal or affect in any way any act heretofore passed amendatory of or supplementary to the said act of February seventeen, eighteen hundred and forty-eight, except as herein provided. [Thus amended by L. 1888, ch. 313.]

When to become bodies corporate. § 2. When the certificate shall have been filed as aforesaid, the persons who shall have signed and acknowledged the same, and their successors, shall be a body politic and corporate, in fact and in name, by the name stated in such certificate; and by that name have succession, and shall be capable of suing and being sued in any court of law or equity in this state, and they and their successors may have a common seal, and may make and alter the same at pleasure; and they shall, by their corporate name, be capable in law of purchasing, holding and conveying any real and personal estate whatever which

This statute amends L. 1857, ch. 262, § 1, "so as to read as follows," i. e., as above stated. The act of 1857, thus amended, amends L. 1848, ch 40, § 1, not "so as to read as follows," but by inserting eleven words in the body of the section. It was repealed by L. 1874, ch. 149, which is the next of the series of statutes amending 1 of the act of 1848 "so as to read as follows." The reason for selecting this repealed act for amendment was perhaps known to the draftsman thereof. But it seems that the effect of amending § 1 of the act of 1857, and not § 1 of the act of 1848, which it purported to amend, was to render the act of 1883 an independent enactment, unaffected by subsequent amendments of the act of 1848, and not affecting the previous amendment of that act by L. 1882, ch. 309.

may be necessary to enable the said company to carry on their operations named in such certificate, but shall not mortgage the same or give any lien thereon.* 38 Barb., 622; 4 Hun, 294.

Trustees, number, election of, etc. § 3. The stock, property and concerns of such company shall be managed by not less than three nor more than thirteen trustees, who shall respectively be stockholders in such company, and a majority of whom shall be citizens and residents of this state, who shall, except the first year, be annually elected by the stockholders at such time and place as shall be directed by the by-laws of the company; and public notice of the time and place of holding such election shall be published not less than ten days previous thereto, in the newspaper printed nearest to the place where the operations of the said company shall be carried on; and the election shall be made by such of the stockholders as shall attend for that purpose, either in person or by proxy. All elections shall be by ballot, and each stockholder shall be entitled to as many votes as he owns shares of stock in the said company, and the persons receiving the greatest number of votes shall be trustees; and when any vacancy shall happen among the trustees by death, resignation or otherwise, it shall be filled for the remainder of the year in such manner as may be provided for by by-laws of the said company. [Thus amended by L. 1883, ch. 232.]

[See L. 1860, ch. 269, post, p. 1962.]

13 Hun, 298.

Election may be held on any day. § 4. In case it shall happen at any time, that an election of trustees shall not be made on the day designated by the by-laws of said company, when it ought to have been made, the company for that reason shall not be dissolved, but it shall be lawful on any other day, to hold an election for trustees, in such manner as shall be provided for by the said by-laws, and all acts of trustees shall be valid and binding as against such company, until their successors shall be elected.

Officers. § 5. There shall be a president of the company, who shall be designated from the number of the trustees, and also such subordinate officers as the company by its by-laws may designate, who may be elected or appointed, and required to give such security for the faithful performance of the duties of their office as the company by its by-laws may require.

7 Daly, 326.

Trustees to make calls on stockholders. § 6. It shall be lawful for the trustees to call in and demand from the stockholders respectively, all such sums of money by them subscribed, at such times, and in such payments or instalments as the trustees shall deem proper, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholders within sixty day after a personal demand or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid.

2 Barb., 294; 6 T. & C., 583.

To make by-laws. § 7. The trustees of such company shall have power to make such prudential by-laws as they shall deem proper for the management and disposition of the stock and business affairs of such company, not inconsistent with the laws of this state, and prescribing the duties of officers, artificers, and servants that may be employed; for the appointment of all officers, and for carrying on all kinds of business within the objects and purposes of such company.

5 Bosw., 284; 6 Robt., 208.

Stock transferable. § 8. The stock of such company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the bylaws of the company; but no shares shall be transferable until all previous calls thereon shall have been fully paid in, or shall have been declared forfeited for the

This section is retained unaltered, although L. 1867, ch. 248, after amending § 1 of this act, provided that "the second section of said act is hereby amended," etc. See post, p. 1963, note. See also L. 1864, ch. 517, post, p. 1965.

non-payment of calls thereon: And it shall not be lawful for such company to use any of their funds in the purchase of any stock in any other corporation. [See L. 1866, ch. 838, § 2, post, p. 1967.]

59 N. Y., 96.

Copy of certificate to be evidence. § 9. The copy of any certificate of incorporation, filed in pursuance of this act, certified by the county clerk or his deputy, to be a true copy, and of the whole of such certificate, shall be received in all courts and places, as presumptive legal evidence of the facts therein stated.

6 Bosw., 219; 44 Hun, 546.

Liability of stockholders, § 10. All the stockholders of every company incorporated under this act, shall be severally individually liable to the creditors of the company in which they are stockholders, to an amount equal to the amount of stock held by them respectively for all debts and contracts made by such company, until the whole amount of capital stock fixed and limited by such company shall have been paid in, and a certificate thereof shall have been made and recorded as prescribed in the following section; and the capital stock, so fixed and limited, shall all be paid in, one-half thereof within one year, and the other half thereof within two years from the incorporation of said company, or such corporation shall be dissolved.

22 N. Y., 553; 18 Barb., 152; 4 Bosw., 406; 28 N. Y., 458; 1 Barb., 297; 50 N. Y., 568; 47 N. Y., 229; 46 N. Y., 591; 6 Robt., 211; 2 Abb. Pr. R., N. S., 73; 6 T. & C., 583; 16 Abb. N. C., 42; 1 J. & S., 231; 52 N. Y., 203; 53 N. Y., 371; 11 Hun, 141; 13 Hun, 408; 57 N. Y., 133; 6 Hun, 55; 3 J. & S., 309; 55 N. Y., 65; 72 N. Y., 100; 73 N. Y., 620; 23 Hun, 256; 36 Hun, 627; 29 Hun, 161, 542; 38 Hun, 327, 461; 40 Hun, 485; 89 N. Y., 334; 90 N. Y., 87, 353; 91 N. Y., 308; 95 N. Y., 295; 88 N. Y., 129; 45 Hun,193. Certificate of the payment of stock to be filed. § 11. The president and a majority of the trustees, within thirty days after the payment of the last instalment of the capital stock, so fixed and limited by the company, shall make a certificate stating the amount of the capital so fixed and paid in; which certificate shall be signed and sworn to by the president and a majority of the trustees; and they shall, within the said thirty days, record the same in the office of the county clerk of the county wherein the business of the said company is carried on.

13 Hun, 408; 6 Robt., 208; 42 How. Pr. R., 235; 2 Abb. Pr. R., N. S., 73; 57 N. Y., 133; 29 Hun, 161; 95 N. Y., 295; 44 Hun, 545; 12 Daly, 329.

Report. § 12. Every such company shall within twenty days from the first day of January, if a year from the time of filing of the certificate of incorporation shall then have expired, and, if so long a time shall not have expired, then within twenty days from the first day of January in each year after the expiration of a year from the time of filing such certificate, make a report which shall be published in some newspaper published in the town, city or village, or if there be no newspaper published in said town, city or village, then in some newspaper published nearest the place where the business of the company is carried on, which shall state the amount of capital, and of the proportion actually paid in, and the amount of its existing debts, which report shall be signed by the president and a majority of the trustees, and shall be verified by the oath of the president or secretary of said company, and filed in the office of the clerk of the county where the business of the company shall be carried on, and if any of said companies shall fail so to do, all the trustees of the company shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be contracted before such report shall be made; but whenever under this section a judgment shall be recovered against a trustee severally, all of the trustees of the company shall contribute a ratable share of the amount paid by such trustee on such judgment, and such trustee shall have a right of action against his co-trustees, jointly or severally, to recover from them their proportion of the amount so paid on such judgment; provided that nothing in this act contained shall effect any action now pending. [Thus amended by L. 1875, ch. 510.]

*

11 Abb. Pr. R., N. S., 370; 49 N. Y., 183; 50 N. Y., 139; 1 Hun, 336; 2 Hun, 61; 4 Hun, 63, 614; 21 N. Y., 262, 451; 29 Barb., 196; 35 N. Y., 412; 28 N. Y., 459; 27 N. Y., 297; 41

*So in the original.

Barb., 542; 62 Barb., 51; 4 Lans., 513; 2 Sweeny, 659; 3 T. & C., 560; 60 N. Y., 616; 54 N. Y., 679; 60 N. Y, 533; 16 Abb., N. S., 42; 6 J. & S., 142; 14 Hun, 568; 18 Hun, 214; 17 Hun, 207; 69 N. Y., 396; 6 Daly, 76; 63 N. Y., 62; id., 202; id.; 624; 12 Hun, 666; 16 Hun, 65; 74 N. Y., 621; 23 Hun, 309; 80 N. Y., 128; 81 N. Y., 49; 16 W. D., 227; 22 W. D., 426; 15 Abb. N. C., 483; 16 J. & S., 241; 19 J. & S., 169; 26 Hun, 48; 32 Hun, 446; 96 N. Y., 323; 101 N. Y., 71, 373 ; 44 Hun, 64, 101 ; 91 N. Ý., 374; 95 N. Y., 391, 295; 98 N. Y., 170; 99 N. Y., 390; 103 N. Y., 242; 104 N. Y., 613; 22 J. & S.. 404; 106 N. Y., 277; 43 Hun, 377; 97 N. Y., 651.

Provision relative to dividends. § 13. If the trustees of any such company shall declare and pay any dividend when the company is insolvent, or any dividend, the payment of which would render it insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, while they shall respectively continue in office: Provided, That if any of the trustees shall object to the declaring of such dividend or to the payment of the same, and shall at any time before the time fixed for the payment thereof, file a certificate of their objection in writing with the clerk of the company and with the clerk of the county, they shall be exempt from the said liability.

35 N. Y., 412; 1 Hun, 336; 4 Hun, 648; 56 N. Y., 559; 21 Hun, 568; 36 Hun, 626. Stock to be paid in cash. § 14. Nothing but money shall be considered as payment of any part of the capital stock, and no loan of money shall be made by any such company to any stockholder therein; and if any such loan shall be made to a stockholder, the officers who shall make it, or who shall assent thereto, shall be jointly and severally liable to the extent of such loan and interest, for all the debts of the company contracted before the re-payment of the sum so loaned.

47 N. Y., 229; 46 N. Y,, 591; 9 Bosw., 160; 57 N. Y., 133; 30 Hun, 314; 90 N. Y., 87; 95 N. Y., 295; 86 N. Y., 95.

Provision respecting false certificate or report. § 15. If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this act, shall be false in any material representation, all the officers who shall have signed the same, knowing it to be false, shall be jointly and severally liable for all the debts of the company contracted while they are stockholders or officers thereof.

55 N. Y., 407; 1 Hun, 336; 3 T. & C., 560; 80 N. Y., 128; 36 Hun, 626; 16 J. & S., 231; 17 J. & S., 492; 83 N. Y., 156; 89 N. Y., 122; 86 N. Y., 95; 101 N. Y., 71; 104 N. Y., 613; 103 N. Y., 425.

Provision respecting stock held by executors, etc. § 16. No person holding stock in any such company, as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company; but the person pledging such stock shall be considered as holding the same, and shall be liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been, if he had been living and competent to act, and held the same stock in his own name.

41 Barb., 171.

Executors, etc., to vote at meetings. § 17. Every such executor, administrator, guardian or trustee shall represent the share of stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledge his stock as aforesaid, may nevertheless represent the same at all such meetings, and may vote accordingly as a stockholder.

Liability of stockholders. § 18. The stockholders of any company organized under the provisions of this act, shall be jointly and severally individually liable for all debts that may be due and owing to all their laborers, servants and apprentices, for services performed for such corporation.

4 Robt., 319; 42 How. Pr. R., 111; 61 N. Y., 274; 16 Hun, 186; 17 Hun, 463; 1 Abb. N. C., 127; 11 Hun, 608; 53 N. Y., 371; 16 Hun, 203; 7 Daly, 397; 29 Hun, 39; 90 N. Y., 213. This act may be altered or repealed. § 19. The legislature may at any time alter, amend or repeal this act, or may annul or repeal any incorporation formed or