until after it has been submitted to the stockholders of each of said corporations respectively, separately, at a meeting thereof to be called upon a notice of at least thirty days, specifying the time and place of such meeting and the object thereof, to be addressed to each of such stockholders, when their place of residence is. known to the secretary, and deposited in the post-office, and published for at least three successive weeks in the state paper, and in one of the newspapers published in each of the counties in which either of the said corporations shall have its place of business, and has been sanctioned and approved by such stockholders, by the vote of at least two thirds in amount of the stockholders present at such meetings respectively, voting by ballot in regard to such agreement, either in person or by proxy, each share of such capital stock being entitled to one vote; and when such agreement of the directors has been sanctioned and approved by each of the meetings of the respective stockholders separately, after being submitted to such meetings in the manner above mentioned, then such agreement of the directors shall be deemed to be the agreement of the said several corporations; and a sworn copy of the proceedings of such meetings, made by the secretaries thereof respectively, and attached to the said agreement, shall be evidence of the holding and of the action of such meetings in the premises. If any stockholder shall, at said meeting of stockholders or within twenty days thereafter, object to the said consolidation and demand payment for his stock, such stockholder or said new company may, if said consolidation take effect at any time thereafter, apply to the supreme court, at any special term thereof held in any county in which the said new corporation may have its place of business, for the appointment of three persons to appraise the value of said stock, and shall designate the time and place of meeting of such appraisers, and give such directions in regard to the proceedings on said appraisement as shall be deemed proper, and shall also direct the manner in which payment for such stock shall be made to such stockholder. The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock, at the time of such dissent as aforesaid, and deliver one copy of their appraisal to the said company and another to the said stockholder, if demanded; the charges and expenses of the appraisers shall be paid by the new company. When the corporation shall have paid the amount of the appraisal, as directed by the court, such stockholder shall cease to have any interest in the said stock and in the corporate property of the said corporation, and the said stock may be held or disposed of by the said corporation.

Duplicates of agreement to be filed with county clerk and the secretary of state. §3. Upon the making, sanctioning and approving of the said agreement, in the preceding sections mentioned, in the manner therein required, and the filing of the duplicates or counterparts thereof, and of the verified written assent of stockholders mentioned in the preceding section, in the office of the clerk of the county where the operations of said new corporation are to be carried on, and in the office of the secretary of state, then and immediately thereafter the said corporations agreed to be consolidated shall be merged in the new corporation provided for in the said agreement, to be known by the corporate name therein mentioned, and the details of such agreement shall be carried into effect as provided therein, only such new corporation shall not have any larger powers than are granted by the said act mentioned in the first section hereof, and the acts amending and extending the same, nor be exempt from the performance of any duty which the said several corporations may be liable to perform.

Powers of company. § 4. Such new company shall possess the general powers and be subject to the general liabilities and restrictions expressed in the third title of the eighteenth chapter of the first part of the Revised Statutes, and to all the liabilities and restrictions to which either of the companies from which it has been formed was subject. It shall also have the general powers and privileges, and be subject to the general liabilities, restrictions, duties ond provisions

expressed and contained in the said act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, and the acts amending or extending the same, so far as the same may be applicable to a corporation organized for the purposes expressed in the said agreement for consolidation, and for which said new company shall have been organized.

Rights, franchises, etc., to belong to the new corporation. § 5. Upon the consolidation of said corporations and the organization of said new company, as hereinbefore prescribed, all and singular the rights, franchises and interests of the said several corporations so consolidated in and to every species of property, real, personal and mixed, and things in action thereunto belonging, shall be deemed to be transferred to and vested in such new corporation, without any other deed or transfer; and such new corporation shall hold and enjoy the same, and all rights of property franchises, and interests, in the same manner and to the same extent as if the said several corporations so consolidated should have continued to retain the title and transact the business of such córporations, and the title and real estate acquired by either of the said corporations shall not be deemed to revert or be impaired by means of such act of consolidation or anything relating thereto. Rights of creditors not to be impaired by the consolidation. § 6. The rights of creditors of any corporations that shall be so consolidated shall not in any manner be impaired by any act of consolidation, nor shall any liability or obligation for the payment of any money now due or hereafter to become due to any person or persons, or any claim or demand in any manner or for any cause existing against any such corporation or against any stockholder thereof, be in any manner released or impaired, but such new corporation is declared to succeed to such obligations and liabilities, and to be held liable to pay and discharge all such debts, and liabilities of each of the corporations that shall be so consolidated, in the same manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages; and the stockholders of the respective corporations so entering into such consolidation shall continue subject to all the liabilities, claims and demands existing against them as such at or before such consolidation; and no suit, action or other proceeding then pending before any court or tribunal in which any corporation that may be so consolidated is a party, or in which any such stockholder is a party, shall be deemed to have abated or discontinued by reason of any such consolidation, but the same may be prosecuted to final judgment in the same manner as if the said corporations had not entered into the said agreement of consolidation, or the said new corporation may be substituted as a party in the place of any corporation so consolidated as aforesaid with any other corporation or corporations and forming such new corporation, by order of the court in which such action, suit or proceeding may be pending.

Consolidated companies. § 7. No companies consolidated under this act shall be permitted to prosecute or carry on more than one kind of business authorized by the said act passed February seventeenth, eighteen hundred and forty-eight.

L. 1869, Chap. 706 – An act with reference to mortgages by corporations organized under the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeen, eighteen hundred and forty-eight, and the acts amending or extending the same.

Assent to mortgage, how evidenced. SECTION 1. In all cases where a corporation shall have heretofore made or shall hereafter make a mortgage of any of its real estate situated beyond the limits of this state, and the recording officer of the county in which such real estate is situated shall have refused, or shall refuse, to file or record the assent as now required by law, it is hereby declared to be and to have been a sufficient filing of the assent of the stockholders, if such assent

shall have been or shall hereafter be filed in the office of the clerk of the county where the company has its principal place of business within this state.

L. 1871, Chap. 535 – An act to extend the operation and effect of the act passed February seventeenth, one thousand eight hundred and fortyeight, entitled “An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes."

Corporators; objects. SECTION 1. Any three or more persons may organize themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, for the purpose of purchasing, acquiring, maintaining and improving real estate for residences, homesteads and apartment houses, to be leased and conducted by the corporation so formed, and occupied by the stockholders thereof, and others, and also for the purpose of purchasing, acquiring, maintaining, improving and managing a building or buildings which shall contain a hall for public meetings and entertainments; and apportioning and distributing the same among the stockholders and members of such corporation, and also for filling in and improving lands. The corporation so formed shall be subject to all the provisions and obligations of the act aforesaid, and the acts amendatory thereof, and it shall have power to take and hold by purchase, contract or lease, and convey such real estate as shall be necessary to carry out the objects of said corporation; and it may distribute and apportion the same and the rent, income and proceeds thereof among its members and stockholders in such manner as shall be determined by its by-laws; and may sell and convey to purchasers thereof such real estate as said corporations may have acquired by purchase or otherwise, provided, however, that it shall not be lawful for said corporation to hold at any one time real estate, the market value of which shall exceed the sum of five hundred thousand dollars. [Thus amended by L. 1881, ch. 589.]

L. 1873, Chap. 814- An act to extend the operation and effect of the act passed February seventeen, eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes.'

Number of corporators; purposes. SECTION 1. Any nine or more persons may organize themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeen, eighteen hundred and forty-eight, for the purposes of building, manufacturing, owning, furnishing, letting, selling and maintaining locomotive engines, cars, rolling stock and machinery to be used or operated upon railways, or any one or more of such purposes.

Benefits and privileges. § 2. Every corporation so formed shall be entitled to all the benefits and privileges conferred by the before-mentioned act, and may contract and transact its business with any railway company or other person engaged in the operation of any railway in the United States or Canada, but shall otherwise be subject to all the provisions, duties and obligations in the said act contained.

L. 1875, Chap. 88- An act in relation to mortgages made by manufacturing companies.

Filing consent of stockholders nunc pro tunc. SECTION 1. In all cases where a corporation has heretofore executed a mortgage upon any of its real estate, and the

written consent of persons owning two thirds or more of the capital stock of such corporation shall have been given to the mortgaging of such real estate, at or before the time of the giving of such mortgage, but from accident or mistake the said consent has not been filed in the office of the clerk of the county in which such real estate is situated, as required by law, it shall be lawful for the clerk of such county to receive and file in his office the written consent so given, accompanied by the affidavit of any officer or stockholder of such corporation showing that such consent was in fact made and signed at the time the same purports to have been made and signed, and that the signatures thereto are genuine; and in such case, on filing such consent and affidavit, the said mortgage shall have the like validity and effect from and as of the time of the filing of such consent and affidavit as if the same had been given at that time, and had been accompanied or preceded by the filing of such consent; provided, that nothing herein coutained shall affect any action or legal proceeding now pending, or impair any intermediate right acquired by lien or otherwise in or to the property of the corporation affected by such mortgage.

96 N. Y., 467.

L. 1875, Chap. 113 – An act to extend the operation and effect of the act passed February seventeenth, eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacuring, mining, mechanical or chemical purposes.”

Oil companies. SECTION 1. Any three or more persons may organize and form themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining and mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, for the storage, conveyance and transportation of petroleum and other oils, so that under, said act and the acts amendatory thereof, it shall be lawful to form companies for carrying on the business of storing, conveying and transporting petroleum and other oils, and of doing all things necessary and proper therefor, subject to such laws or regulations as are now or may hereafter be in force in the several cities of this state where such business may be conducted relating to the storage and safe-keeping of petroleum and other oils.

Corporations subject to certain provisions. § 2. Every corporation so formed shall be subject to all the provisions, duties and obligations contained in the abovementioned act, and shall be entitled to all the benefits and privileges thereby conferred.

L. 1875, Chap. 365 – An act to extend the operation and effect of the act passed February seventeen, eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes.'

Dredging, etc., companies. SECTION 1. Any three or more persons may organize and form themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, one thousand eight hundred and forty-eight, for the purpose of constructing and using machines for dredging and filling of land, and dock building, or for the construction and operation of inland wharves and basins, and the purchase, improvement and sale thereof.

Corporations subject to certain provisions. § 2. Every corporation so formed shall' be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the benefit and privileges thereby conferred..

L. 1878, Chap. 163-An act to authorize corporations formed for manufacturing, mining, mechanical or chemical purposes to mortgage their property and franchises.

Mortgage on property and franchise. SECTION 1. Any company formed under the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeen, eighteen hundred and forty-eight, or of the acts amending or extending said act, may secure the payment of any debt heretofore contracted, or which may be contracted by it, in the business for which it was incorporated, by mortgaging all or any part of the goods and chattels of such corporation, and also the franchises, privileges, rights and liberties thereof, provided that the written assent of a majority of the stockholders, owning at least two-thirds of the capital stock of such corporation, shall first be filed in the office of the clerk of the county where the corporation has its principal place of business, and also in the office of the clerk of the county where such goods and chattels are situated.

94 N. Y., 334; 99 N. Y., 547; 101 N. Y., 614.

L. 1880, Chap. 85-An act supplemental to chapter forty of the laws of eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes,” and the amendments made thereto.

Organization of water companies. SECTION 1. Any three or more persons may organize and form themselves into a corporation in the manner specified and required in and by the act entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," passed February seventeenth, eighteen hundred and forty-eight, and the amendments thereof and supplements thereto, for the purpose of accumulating, storing, conducting, selling, furnishing and supplying water for mining, domestic, manufacturing, municipal and agricultural purposes, and may acquire, take, hold, lease and convey lands and water power suitable for those purposes.

Liability of company and stockholders. § 2. Every corporation so formed and the stockholders thereof shall be subject to all the provisions, duties and obligations contained in the above-mentioned act, and shall be entitled to all the benefits and privileges thereby conferred, except that such corporations shall not be confined in their operations to the county in which their certificate shall be filed.

Mining companies may conduct business authorized by first section. §3. It shall and may be lawful for any corporation heretofore incorporated, or hereafter to be incorporated, for mining purposes, under the act mentioned in the first section of this act, to conduct the business for which the formation of corporations is authorized by said first section; provided the intention so to do shall be, or, as the case may be, shall have been specified among the objects for which such corporation is or shall be formed in its certificate of incorporation. [Thus amended by L. 1887, ch. 486.]

But must file certificate of such intention. § 4. It shall and may be lawful for any corporation heretofore incorporated for mining purposes, under chapter forty of the laws of eighteen hundred and forty-eight, entitled "An act to authorize the formation of corporations for manufacturing, mining, mechanical or chemical purposes," or under any amendment of or supplement to the said acts, to conduct the business for which the formation of corporations is authorized by this act; provided a certificate signed and acknowledged by a majority of the trustees of the said corporation shall be filed in the office of the clerk of the county where the original certificate of incorporation was filed, and a certified copy thereof in the office of the secretary of state, stating that the said corporation intends to avail itself of the provisions of this act, and to carry on the business provided for in this act in addition to the business specified in the said original certificate of incorporation.