HONORARY MEMBERS.

Zayas, Luis

AN ACT FOR THE INCORPORATION OF SOCIETIES OR CLUBS FOR CERTAIN SOCIAL AND RECREATIVE PURPOSES, BEING CHAPTER 368 OF THE SESSION LAWS OF 1865, as AMENDED TO DATE.

SECTION 1. Any five or more persons of full age, citizens of the United States, a majority of whom shall be also citizens of this State, who shall desire

Conditions precedent to filling a certificate and becoming a corporation.

to associate themselves for social, temperance, benefit, gymnastic, athletic, military drill, musical, yachting, hunting, fishing, batting, or lawful sporting purposes, may make, sign and acknowledge before any officer authorized to take the acknowledgment of deeds in this State, and file in the office of the Secretary of State, and also in the office of the Clerk of the County in which the office of such society shall be situated, a certificate in writing, in which shall be stated the name or title by which such society shall be known in law, the particular business and object of such society, the number of trustees, directors or managers to manage the same, and the names of the trustees, directors or managers for the first year of its existence, but such certificate shall not be filed, unless by the written consent and approbation of one of the Justices of the Supreme Court of the district in which the principal office of such company or association shall be located, to be indorsed on such certificate;

but nothing in this Act contained shall authorize the incorporation of any society or club for any purpose, repugnant to any statute of this State, or prohibited thereby.

ation.

§ 2. Upon filing a certificate as aforesaid, the persons who shall have signed and acknowledged such certificate, and their associates and successors, shall Powers of Corporthereupon, by virtue of this Act, be a body politic and corporate by the name stated in such certificate, and by that name they and their successors shall and may have succession, and shall be persons in law capable of suing and being sued; and they and their successors may have and use a common seal, and may alter and change the same at pleasure; and they and their successors by their corporate name shall, in law, be capable of taking, receiving, purchasing, leasing and holding real estate for the purposes of their incorporation, and for no other purpose, to an Amount of property corporation may amount not exceeding the sum of five hundred thousand dollars in value, exclusive of the buildings and improvements thereon, and personal estate for like purposes, to an amount not exceeding the sum of one hundred and fifty thousand dollars in value, exclusive of the buildings and improvements on its said real estate and the furnishing of its club-house, but the clear annual income of such real and personal estate shall not exceed the sum of fifty thousand dollars; to make and adopt a constitution, by-laws, rules and regulations for

hold.

Amount of income not to be exceeded.

the government of said corporation, and for the admission, voluntary withdrawal, censure, suspension, and expulsion of its members, for the establishing and collection of the fees and dues of its members, the number and election of its officers, and to define their duties and compensation, and for the safe-keeping of its property, and from time to time to alter, modify or change such constitution, by-laws, rules and regulations, provided, however, that no constitution, by-laws, rules or regulations shall be made or adopted by said corporation which shall be inconsistent with the constitution and laws of the United States or this State. The by-laws of any society or club for yachting purposes may provide that the qualified voters of such society or club be limited to the owners of yachts, in such manner that the owners of each yacht shall, together, cast but one vote in the meetings of such society or club, and in the election of its officers, trustees, directors or managers.

3. The society so incorporated may elect, from its members, its trustees, directors or managers; and the trustees, directors or managers so elected

Trustees: How and when chosen.

may divide the whole number of trustees, directors or managers into classes, so that not less than one-fourth of their number shall be elected annually, after the first organization of any board of such trustees, directors or managers. Such elections may be held at such time and place, and in such manner as may be specified in the by-laws; and such board shall have the

Quorum.

control and management of the affairs and funds of said society, a majority of whom shall be a quorum for the transaction of business; and whenever any vacancy shall happen among such trustees, directors or managers, by death,

Vacancies.

resignation or neglect to serve, such vacancy shall be filled in such manner as shall be provided by the by-laws of such society.

Increase of Trustees, etc.

The number of trustees in any corporation organized under this Act may be increased to not more than thirteen or diminished to not less than three, as follows: The existing trustees of any such corporation, or a majority of them, shall make and sign a certificate declaring how many trustees the corporation shall thereafter have, and stating the names of such trustees for the present time, which certificate shall be acknowledged by the trustees signing the same or proved by a subscribing witness, and shall be filed in the office of the Clerk of the County where the original certificate of incorporation was filed, and a duplicate or transcript thereof duly certified under the official seal of such clerk, filed in the office of the Secretary of State; and from and after the filing of such certificate and duplicate or transcript, the trustees of such corporation shall be deemed increased to the number therein stated, and the persons so named therein shall be trustees until a new election of trustees shall be had according to the said Act, and the constitution, bylaws or regulations of such corporation.