Cornell Law School Library WHITE ON CORPORATIONS CONTAINING THE LAWS CONCERNING Business, Railroad, Ferry, Navigation, Stage Coach, Tramway, Pipe Line, Gas, Electric Light, Water- Works, Telegraph, Telephone, Turnpike, Plank-Road and Bridge Corporations ; Joint-Stock Associations, Etc., INCLUDING THE LAWS ON TAXATION, DISSOLUTION AND RECEIVERS, STATUTORY CONSTRUCTION, CONDEMNATION OF REAL PROPERTY, CODE PROVISIONS, ETC. ALSO ALL STATE AND FEDERAL STATUTES AFFECTING THE Crass oF Corporations ABOVE ENUMERATED, TOGETHER WITH DECISIONS, ANNOTATIONS AND FORMS. By FRANK WHITE, CouNSELOR-AT-Law, Examiner of Corporation Certificates in the Office of the Secretary of State, Editor of “ White’s Manual of Corporation Laws” (1890), and other works. THIRD EDITION. NEW YORK: BAKER, VOORHIS & COMPANY. 1897. COPYRIGHT, 1894, By FRANK WHITE. COPYRIGHT, 1895, By FRANK WHITE. COPYRIGHT, 1897, By FRANK WHITE. KF 5345 Wk 1397 TO THE HonoraBLeE CHARLES R. INGALLS, FOR TWENTY-SIX YEARS A JUSTICE OF THE SUPREME COURT OF THE STATE OF NEW YORK, Ghis Volume is Attectionrtely Dedicuted AS AN EXPRESSION OF RESPECT AND ADMIRATION FOR HIS EMINENT SERVICES AS A JURIST, AND FOR HIS PURE AND NOBLE CHARACTER, ILLUMINED BY GREAT CIVIC VIRTUES AND THE ADORNMENTS WHICH GRACE THE DIGNITY OF PRIVATE LIFE. PREFACE. Since the publication of the editor’s ‘“ Manual of Corporation Laws,” in 1890, numerous important changes have been wrought in the corporation laws of the State of New York, which have uniformly been in the line of more liberal treatment toward the rapidly increasing class of corporate bodies popularly termed industrial corporations. The modifications referred to have doubtless been a potent factor in popularizing our corporation statutes, resulting in a steady growth in the number of stock corporations organized within the State. But this increase in domestic corporations and consequent decrease in the number of fugitive corporations seeking to evade the laws of the State, or to secure some real or fancied advantage, by acquiring corporate powers and franchises from other sovereignties, may also be accounted for by another cause, to wit: During the panic of 1898, the downfall of many foreign corporations, capitalized by citizens of, and doing business wholly within this State, was precipitated by the facility with which attachments are obtainable against such corporations. In this connection the prediction is hazarded that, in every succeeding legislature, there will be found lawyers versed in corporation matters whose efforts will be unremittingly directed toward such constitutional legislation as may be necessary to apprehend the fugitive corporations, and to return them to their legitimate domicile within the territorial limits of the State. The editor, before laying aside his pen at the conclusion of the three years of labor involved in the completion of this volume, which represents long hours of nightly toil, expended after the ending of his daily duties to the State, desires to express his sincere thanks to the members of the bar for the generous reception accorded his former effort, and trusts that in this work he may be deemed, in some degree at least, to have made good his pledges to the many lawyers who have requested the preparation by him of a more comprehensive work on the same subject. FRANK WHITE. Albany, N. Y., November 10, 1894. EDITOR'S NOTE TO SECOND EDITION. Notwithstanding the fact that less than two years have intervened from the date of the publication of the second edition of ‘‘ White on Corporations,” the editor feels impelled, in response to suggestions to that effect from members of the bar throughout the State, to bring out a new edition of the work, embracing the latest legislative expressions touching corporations, as well as the recent decisions of the courts and additional forms of procedure adapted to the new enactments. No effort has been spared to make the work thoroughly practical and of the utmost utility to persons engaged in the activities of pro- fessional life, and likewise to business men interested in corporations. It has been rewritten, repaged and extended to the equivalent of at least two hundred pages without greatly augmenting the size of the volume, this result having been accomplished by using type a trifle smaller than heretofore for the text of the statutes. During the legislative sessions of 1896 and 1897 several important amend- ments were passed relating to corporations (besides a revision of the tax laws), notable among which were provisions authorizing voluntary dissolutions with- out the necessity of applying co the courts; empowering corporations to change the location of the principal office; compelling certain foreign corporations to make annual reports, and subjecting the officers, directors and stockholders of such corporations to the liabilities provided for in sections 28, 24, 26, 30, 31 and 48 of the Stock Corporation Law, in like manner as the officers, directors and stockholders of domestic corporations; also amendatory anti-trust features; a more liberal provision concerning railroad mortgages; new sections regulat- ing grade crossings, etc. F. W. AupBany, N. Y., September 1, 1897. TABLE OF CONTENTS. “NOTE. — For the purpose of finding any particular provision, reference should be had to the index. Page. The General Corporation Law.......... ccc ec eee e eect tee eeene 1-61 Schedule of Laws Repealed...........e.cceeceeveee 62-72, 233-235, 662, 732 The Organization Tax Law......... cece ccc eee cect een e eee enee 73 Table of Amounts Payable for Organization.................. 75 License Tax upon Foreign Corporations...........-...0 eee eee eee 76, 77 Fees of Secretary of State and County Clerk.................... 79 Information as to Transmission of Papers and Payments..... 79 The Stock Corporation LAW.......... cece cee ence cece eect eenees 80-159 State Anti-Trust Laws icceccsa ie. Sewdidss oesaadwe cass AEGeTs 93-97 Federal Anti-Trust Daw. oisssscnausewess tas een eed cos heme ee eees 97-99 The Business Corporations Law.......... cece ewer e reece eee ee eens 160-177 The Transportation Corporations Law............see seer eee ee eee 178-235 WGEry ‘COrpOratiOns, i. viess-ciessieseses crore genidansensia die warwaiewe aie 178-184 Highway Law, Provisions Affecting..................6. 182, 183 Navigation Corporations. .......... glare apie ty ta senate 184-186 Stage Coach Corporations. .. ...... ce eee e cece eee ee eens 186, 187 Tramway Corporations. + 2 ssscswesdee es cunwwan yee ys cece 187-188 Pipe Line Corporations, oie. ..cvescec wees co emine wees ecgie eareae aca 189-197 Gas and Electric Light Corporations. ............ 0... sec e eee 197-205 Water-works Corporations. . ..... cece ccc e etter ene ene eeees 205-210 Telegraph and Telephone Corporations. ...............400000- 210-214 Turnpike, Plank-road and Bridge Corporations.............. 215-232 Laws Repealed Dy ... .... cee eect eee eect een enn e een ene eeene 233-235 Miscellaneous Acts Applicable to Transportation Corporations.... 236-244 The Railroad Law. . ...... cece cece eee e eee e eee nets eee ncenceee 245-391 Labor Law Provisions..............cc cece cece teen tenn neenenenees 423-428 The New York Rapid Transit Act.......-... cece cece eee e eee eeeees 431-487 Lien Law Provisions. . ....... cece cece tee e een e ee en eee e tenes 428-430 Miscellaneous Railroad Laws. . ......ececcecccc rere c esse ceeteees 392-430 The Interstate Commerce ACt.......cccsecce creer ence ne eeneeees 488-512 Miscellaneous Statutes Affecting Corporations Generally........ 513-514 vill TABLE OF CONTENTS. Page, Penal Code Provisions, . ..........ce cece cence emcee eer tenn eeeenes 515-545 Criminal Code ProvisionS............cccecee cece e eee eee eeeeees 546-550 Civil Code:- Provisions sicyedie seis cieieietettcier de wears ole: Selassie dein eens 551-569 The Condemnation Law. . .......... ccc cece eee e eee tenn en eneene 570-595 Dissolution and Receiverss so is. scsesnaweie gis soca nenvqa ets oer werdaee 596-637 Constitutional Provisions. . 2.0... 0... cee eee eee eee eee 638-646 The Statutory Construction Law............... cece eee eee ee 647-662 Taxation of Corporations, State Laws Regulating............... 663-728 Joint-Stock Association Law.........ccceee eee e reece renee eens 729-732 COR MIA SS. saesosieids vices eid oR eee pastas so Take cea Meas nea ovoencueern nie wise meee Chaat 733-921 JnGex: to: WOrms> wos) siwendianeni pe ainda smacaaeuelean quienes ye sesianne 923-928 GONGEAL ING Ox iscsi, o, diecscecssanvenscals loceeerararstn eon dimvah4s ordeal annem oiownila Werden 929-973 THE GENERAL CORPORATION LAW. Laws or 1892, Cuaprer 687.* Being “ An act to amend the General Corporation Law ” (Laws of 1890, chapter 563), entitled “ An act in relation to corporations, constituting chapter thirty-five of the general laws,” as amended to the commencement of the legislative session of 1898. SECTION 1 2 3 4, 5. 6 7. 8 9 10. 11, 12. 18. 14, 15. 16. 17. 18. 19. 20. 21, 22. 238, Tur Generat Corporation Law. Short title. Classification of corporations. Definitions. Qualifications of incorporators. Filing and recording certificates of incorporation. Corporations of the same name probibited. Amended and supplemental certificates. Lost or destroyed certificates. Certificate and other papers as evidence. Prohibition of other than statutory powers. Grant of general powers. Limitation of amount of property of a non-stock cor- poration. Acquisition of additional real property. Acquisition of property in other states. Certificate of authority of a foreign corporation. Proof to be filed before granting certificate. Acquisition of real property in this state by certain foreign corporations. Acquisition by foreign corporations of real property in this state upon judicial sales. Prohibition of banking powers. Qualification of members as voters. Proxies. Challenges. Effect of failure to elect directors. *The General Corporation Law (L. 1890, ch. 568) was passed June 7, 1890, to take effect May 1, 1991. By the Lawes of 1892, chapter 687, passed May 18, to take effect immediately, said law was amended and entirely re-enacted, and has since been further amended, as appears on the succeed- ing pages. 2 Sort TIttez. The General Corporation Law, § 1. SEcTIon 24. Mode of calling special election of directors. 25. Mode of conducting special election of directors. 26. Qualification of voters and canvass of votes at special elections. 27. Powers of Supreme Court respecting elections. 28. Stay of proceedings in actions collusively brought. 29. Quorum of directors and power of majority. 30. Directors as trustees in case of dissolution. 31. Forfeiture for non-user. 32. Extension of corporate existence. 33. Conflicting corporate laws. 34. Laws repealed. 35. Saving clause. 386. Construction. 87. Law revived. 38. When notice or lapse of time unnecessary. 39. As to acts of directors. 40. Alteration and repeal of charter. Section 1. Short title. — This chapter shall be known as the general corporation law. (Former section 1, L. 1890, ch. 563, re-enacted by L. 1892, ch. 687.) Neither the General Corporation Law nor the Stock Corporation Law contains the provisions for the formation of corporations. The General Corporation Law embodies the general provisions which are applicable to corporations of every kind organized under the laws of the State of New York, whether stock or non-stock corporations, unless specific exceptions are made, as, for instance, in section 5 of this law, in relation to religious, cemetery, monied, municipal or fire department corporations. The com- missioners of statutory revision found in each of the numerous laws for the creation and regulation of different classes of corporations many pro- visions common to all such laws, which, being almost identical in phrase- ology, served to make the statutes of which they were component parts cumbersome and unwieldy without apparently serving any good purpose. To illustrate: Each act authorizing the organization of new corporations provided the same method of filing and recording certificates, an unvary- ing reproduction of the general powers contained in the Revised Statutes, and other matters in the line of uniform corporate legislation. Therefore, pursuant to the plan of the revisers, these numerous provisions, 80 frequently re-enacted in different corporation acts and applicable to all corporations, except as stated, were consolidated and grouped into one | general act, entitled the General Corporation Law, the full text of which | appears on these pages. The Stock Corporation Law, comprising the pro- visions common to stock corporations only, is the result of the same method of generalization, so that in the several laws authorizing the formation of various kinds of corporations having capital stock, to wit: The Railroad Law, the Banking Law, the Insurance Law, the Trans- portation Corporations Law (telegraph, gas and electric light, water- works, pipe-line, navigation, etc., corporations) and the Business Cor- CLASSIFICATION oF CoRPORATIONS. 3 The General Corporation Law, § 2. porations Law, only those matters have been inserted which are peculiar to the particular class provided for, all other provisions applicable to cor- porations formed under either of said laws being found in the General Corporation Law and the Stock Corporation Law. The provisions of the General Corporation Law and the Stock Corpora- tion Law are also applicable to corporations heretofore organized under either of the general laws for the formation of corporations which were repealed in 1890 and 1892, as well as to corporations organized under special acts. (Gen. Corp. Law, § 36.) § 2. Classification of corporations.— A corporation shall be either, 1. A municipal corporation, 2. A stock corporation, 3. A non-stock corporation, or 4. A mixed corporation. ‘A stock corporation shall be either, 1. A monied corporation, 2. A transportation corporation, or 3. A business corporation. A non-stock corporation shall be either, 1. A religious corporation, or 2. A membership corporation. A mixed corporation shall be either,* 1. A cemetery corporation, 2. A library corporation, 3. A co-operative corporation, 4. A board of trade corporation, or 5. An agricultural and horticultural corporation. A transportation corporation shall be either, 1. A railroad corporation, or 9. A transportation corporation other than a railroad corporation. A membership corporation shall include benevolent orders and fire and soldiers’ monument corporations. A reference in a general law to a class of corporations described * After the foregoing section was enacted the plan of having a ‘‘mixed corporation law” was abandoned by the Commissioners of Statutory Revision, and corporations which are here classified as ‘*mixed corporations”’ have since been provided for in the Membership Corporations Law. (Ch. 559, L. 1895.) The plan of including benevolent orders under membership corporations was also abandoned, and such orders now come within the scope of the Benevolent Orders Law. (Ch. 877, L. 1896.) 4 Derinirions. The General Corporation Law, § 3. in accordance with this classification shall include all corporations theretofore formed belonging to such class. (New provisions, added by L. 1892, ch. 687.) This section discloses the plan under which the corporation laws are revised. § 3. Definitions.—1. A municipal corporation includes a county, town, school district, village and city, and any other terri-. torial division of the State established by law with powers of local government. 2. A stock corporation is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership and which is not author- ized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation. 3. The term non-stock corporation includes every corporation other than a stock corporation. 4. A moneyed corporation is a corporation formed under or subject to the banking or the insurance law. 5. A domestic corporation is a corporation incorporated by or under the laws of the State or colony of New York. Every corpora- tion which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code. 6. The term directors, when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation. 7. The term, certificate of incorporation, shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a cer- tified copy of an original certificate of incorporation filed for such purpose in pursuance of law. 8. The term, member of a corporation, shall include every per- son having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy. DEFINITIONS. 5 The General Corporation Law, § 3. 9. The term, office of a corporation, means its principal office within the State or principal place of business within the State, if it has no principal office therein. 10. The term, business of a corporation, when used with refer- ence to a non-stock corporation, includes the operations for the con- duct of which it is incorporated. 11. The term, corporate law or laws, when used in any law forming a part of the revision of the general laws of the State of which this chapter is a part, means the general laws of this State relating to corporations included in such revision. (Former section 2, L. 1890, ch. 568, as amended by L. 1892, ch. 687, and L. 1895, ch. 672.) The amendment of 1895 took effect May 14. By this amendment the reference to mixed corporations was dropped, a clearer definition of a stock corporation was inserted in paragraph 2 and of a foreign corpora- tion in paragraph 5, and there was eliminated from paragraph 9 the requirement that “ the office of a stock corporation shall be in the county, town or city in which its business is principally carried on.” Paragraph 6, in relation to directors and trustees, appears to be merely a definition of terms, and to make the word, directors, when used in these laws, applicable to corporations heretofore formed, in which the man- aging officers are designated as trustees. Under the definition in paragraph 2, a railroad corporation is, of course, a stock corporation. (Oelberman v. N. Y. & Northern R. R. Co., 77 Hun, 332.) For general provisions applicable to all stock corporations, see the Stock Corporation Law. For provisions which are specially applicable to business corporations, and for the formation thereof, see the Business Corporations Law, post. For the provisions which are specially applicable to, and regulating the formation of ferry corporations, stage-coach corporations, tram-way cor- porations, pipe-line corporations, gas and electric-light corporations, water- works corporations, telegraph and telephone corporations, navigation cor- porations, turnpike, plank-road, and bridge corporations, see the Trans- portation Corporations Law, post. For provisions specially applicable to railroad corporations, and for the formation thereof, see the Railroad Law, post. For provisions specially applicable to monied corporations and the formation thereof, see the Banking Law (L. 1892, ch. 689) and the Insur- ance Law (L. 1892, ch. 690). The statutes regulating municipal corporations are not within the scope of this work, which is devoted to what are generally termed private corporations, or corporate bodies formed by the voluntary agreement of their members. Under the foregoing section the terms “ principal office”’ and “ principal place of business” are synonymous when used in respect to corporations 6 Quatirications oF INcoRPORATORS. The General Corporation Law, § 4. organized under the laws of this State. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341.) ‘ A corporation created by act of Congress, if it is located in the State of New York alone, is a domestic corporation, but it derives its powers and faculties from the sovereign creating it, and from no other source, and it is subjected to whatever limitations and disabilities grow out of the laws of the United States. (McLanahan v. Mott, 73 Hun, 131.) The principle, that acts in the nature of corporate proceedings under color of organization may constitute a corporation de facto, is not appli- cable as between the parties to the proceedings, who have knowledge of the defects. (Childs v. Smith, 55 Barb., 45; 38 How. Pr., 328; reviewed, 46 N. Y., 34.) The right to be a corporation is a distinct, independent franchise, com- plete within itself, having no necessary connection with other distinct franchises, which are the subjects of legislative grants, and which may or may not be given to corporations once created, as well as to natural persons, as to the legislature may seem advisable. (Southern Pacific R, Co. vy. Orton, 32 Fed. Rep., 457.) As to monied corporations see People vy. Board of Supervisors of New York (16 N. Y., 424; Tallmage vy. Pell, 7 N. Y., 328). A corporation is deemed a resident of the county where its principal business office is located. (Conroe v. The Nat. Pro. Ins. Co., 10 How. Pr., 405; Rossie Iron Works vy. Westbrook, 36 St. Rep., 555.) A corporation is purely artificial, having no natural or inherent power, but only such as its charter confers. The charter of a corporation formed under general laws is the statute under which it was organized. Upon filing the certificate of incorporation it comes into existence with power to do only that which is expressly or impliedly authorized by the statute. (People v. Ballard, 184 N. Y., 269.) § 4. Qualifications of incorporators.— A certificate of incorporation must be executed by natural persons, who must be of full age, and at least two-thirds of them must be citizens of the United States and one of them a resident of this State. This see- tion shall not apply to a corporation formed by the reincorporation or consolidation of existing corporations, or to the reorganization of a corporation upon the sale of the property and franchises of a previously existing corporation or otherwise. (New provisions, added by L. 1892, ch. 687, as amended by L. 1898, ch. 672.) Prior to the last amendment, which took effect May 14, 1895, at least a majority of the persons who signed a certificate of incorporation were required to be residents of this State. Now one resident is sufficient. The terms of the foregoing section preclude corporations, co-partner- ships and minors from acting as incorporators. It also prevents the formation of corporations by persons acting in a representative capacity. This section materially changes the qualifications heretofore required Fiuive axp Recorpine CEertiFicaTEs oF INcoRPORATION. q The General Corporation Law, § 5. of incorporators. A majority of former acts provided that all the incor- porators be citizens of the United States, and a majority of them citizens and residents of this State. The incorporators cannot delegate the power to agree upon the terms of organization. (Inre N. Y., L. BE. & W. R. R. Co., 35 Hun, 220; affirmed 99 N. Y., 12.) Promoters of a corporation may agree as to the management thereof before incorporation. (King v. Barnes, 109 N. Y., 267.) Each member of a firm, engaged under the firm name in organizing a corporation, is liable for the misrepresentations and concealments of the others, committed in promoting the enterprise. (Walker v. Anglo-Am. M. & T. Co., 72 Hun, 334.) Persons engaged in organizing a corporation, who induce others to subscribe for stock, by issuing statements and prospectuses, are liable for damages if they make material misrepresentations, or conceal material facts, to the injury of those whom they induce to subscribe, and this liability extends to all those who are induced by their agents to subscribe for shares. (Walker v. Anglo-Am. M. & T. Co., 72 Hun, 334; Brewster v. Hatch, 122 N. Y., 349; Morgan v. Skiddy, 62 N. Y., 319; Getty v. Devlin, 54 N. Y., 408, 70 N. Y., 504.) A purchaser of shares from a stockholder in an existing corporation had no interest in the application of the money paid therefor, but it is different with one who agrees to subscribe for shares in a corporation to be created. (Walker v. Anglo-Am. M. & T. Co., 72 Hun, 334.) After accepting the benefits under a plan adopted by its promoters, the corporation becomes subject to the terms of the plan. (Rogers v. New York and Texas Land Co., 134 N. Y., 197.) § 5. Filing and recording certificates of incorpora- tion.—Every certificate of incorporation and amended or supple- mental certificate hereafter executed shall be in the English lan- guage, and except of a religious, cemetery, moneyed, municipal or fire department corporation, shall be filed in the office of the secretary of State, and shall be by him duly recorded and indexed in books specially provided therefor, and a certified copy of such certificate or amended or supplemental certificate with a certificate of the secretary of State of such filing and record, or a duplicate original of such certificate or amended or supplemental certificate shall be filed and similarly recorded and indexed in the office of the clerk of the county in which the office of the corporation is to be located, or, if it be a non-stock corporation, and such county be not determined upon at the time of executing the certificate of incorporation, in such county clerk’s office as the judge approving the certificate shall direct. All taxes required by law to be paid before or upon incorporation and the fees for filing and recording such certificate must be paid before filing. No corporation shall 8 Firine anp Recorpine CertiricaTes oF [ycoRPoRATION. The General Corporation Law, § 5. | exercise any corporate powers or privileges until such taxes and fees have been paid. (Former section 3, L. 1890, ch. 568, as amended by L. 1892, ch. 687, and L. 1895, ch. 672.) By the last amendment, which took effect May 14, 1895, the provision was inserted requiring certificates to be in the English language, so that all the recitals including the corporate name must now be in English. Heretofore duplicate original certificates were required to be executed and filed. Under the above section an original certificate must be filed in the office of the Secretary of State, and either a certified copy thereof or a duplicate original in the office of the county clerk. The act relative to the tax payable to the State Treasurer for the privilege of organization and for increasing the capital stock of corpo- rations, and the statutes prescribing the fees payable to the office of the Secretary of State and to county clerks appear, post. The Secretary of State does not require the certificate of a county clerk as to the authority of a notary public, commissioner of deeds, or of a justice of the peace of this State who takes the acknowledgment of the execution of a corporation certificate to be filed in his office, but if a duplicate of such paper is to be filed in the office of the clerk of a county other than the one in which such notary, commissioner or justice Is acting, the certificate of the county clerk should be obtained. The formation of a corporation by a firm when financially embarrassed and only two years before assignments for the benefit of creditors were made by the members of the firm, does not, in itself, afford any evidence of an intent to defraud the firm creditors, there being no evidence show- ing a connection between these two acts. (First Nat. Bk. v. Wood, 86 Hun, 491.) Between a corporation de facto and its officers a relation exists which will be recognized as effectual to enable them through such relation to justify the exercise of their functions in the management and operation of its business, and for that purpose it is, as to third persons, no less effectual than a corporation de jure. (Lamming v. Galusha, 81 Hun, 247.) Where a corporation, organized under an unconstitutional act, assumed and exercised corporate powers thereunder, it became a corporation de facto, if not de jure, and it required the judgment of a competent court or an express act of the legislature to terminate its existence. (Coxe V. State of New York, 144 N. Y., 396.) The Secretary of State is not required to file a certificate unauthorized by the act. The right to file with such officer a certificate, by which 2 body politic and corporate is to be ipso facto created, only exists it behalf of those who bring themselves within the terms of the act. (People ex rel. Blossom y. Nelson, 46 N. Y., 477; People ex rel. Davenport vy. Rice, 22 N. Y. Supp., 631; id., 68 Hun, 24; id., 52 St. Rep., 50.) The Secretary of State will not be compelled to file the certificate of incorporation of a company to be formed as a social organization when its purposes are in reality those of a business corporation. (People ex rel. Davenport, supra.) Finuing AND Reoorpine CERTIFICATES OF Incorporation. 9 The General Corporation Law, § 5. In case the Secretary of State refuses to file a certificate and the party presenting the same feels aggrieved, the remedy is by mandamus under the Code of Civil Procedure. (People ex rel. N. Y. Phonograph Co. v. Rice, 128 N. Y., 591, affirming 57 Hun, 486; People ex rel. Hickemeyer Field Co. v. Rice, 138 N. Y., 614; id., 51 St. Rep., 93.) If it is desired to restrain the Secretary of State or county clerk from filing a certificate, the proceedings should be by injunction. An injune- tion order against the Secretary of State can only be granted by the Supreme Court at a term thereof, sitting in the third judicial department. (See Code of Civil Procedure, section 605, post.) Where a peremptory mandamus is applied for, which by its terms acts as a restraint upon State officers engaged in, or about to perform a duty imposed by statute, and it is sought for to be used as a restraining order or injunction, the limitation upon the granting of such an injunction by section 605 of Code of Civil Procedure applies; that is, it ‘shall not be granted, except by the Supreme Court at a term thereof, sitting in the department in which the officer or board is located, or the duty required to be performed.” (People ex rel. Derby v. Rice, 129 N. Y., 461.) Subscriptions to the stock of a de facto corporation are binding upon incorporators. (Dorris v. French, 4 Hun, 292; Eaton v. Aspinwall, 19 N. Y., 119; Dewitt v. Hastings, 69 N. Y., 518; L. O. R. R. Co. v. Munson, 16 N. Y., 451. See, also, Buffalo, etc., R. Co. v. Gifford, 87 N. Y., 294; Dorris v. Sweeny, 64 Barb., 636; id., 60 N. Y., 463.) Corporations organized under the Banking Law are required to file duplicate certificates of incorporation, one in the office of the clerk of the county where located, or the principal office of the corporation is to be situated, and the other in the oflice of the Superintendent of Banks. See Banking Law (L. 1892, chap. 689), sections 40, 100, 150, 170, 180, 210. Corporations organized under the Insurance Law are required to file their certificates of incorporation only in the office of the Superintendent of Insurance, except in the case of town and county co-operative insur- ance corporations, which are required to file their certificates in the office of the town or county clerk and in the office of the Secretary of State. See Insurance Law (L. 1892, chap. 690), sections 70, 110, 150, 170, 200, 230, 250, 263. An organization such as will create a corporation de jure, does not exist until the certificate of incorporation is filed in accordance with law. (Childs v. Smith, 46 N. Y., 34; id., 38 How. Pr., 328.) It would seem that the filing of the certificate in the office of the Secretary of State is sufficient to effect incorporation; and an omission to file the duplicate in the office of the county clerk would not vitiate the incorporation so as to render the members partners as between themselves. (Raisbeck v. Oesterricher, 4 Abb. N. C., 444. See, also, Western Transportation Co. v. Scheu, 19 N. Y., 408; Oswego Starch Factory v. Dolloway, 21 N. Y., 449; Union Steamboat Co. v. City of Buffalo, 82 N. Y., 851; Jessup v. Carnegie, 80 N. Y., 441; Eaton y. Aspinwall, 19 N. Y., 121; affirming 3 Abb. Pr., 417.) 10 Corporate NAMES. The General Corporation Law, § 6. § 6. Corporate names.— No certificate of incorporation of a proposed corporation having the same name as an existing domestic corporation, or a name so nearly resembling it as to be calculated to deceive, shall be filed or recorded in any office for the purpose of effecting its incorporation. A corporation formed by the reincorporation, reorganization or consolidation of other cor- porations or upon the sale of the property or franchises of a corporation, may have the same name as the corporation or one of the corporations to whose franchises it has succeeded. No corpora- tion shall be hereafter organized under the laws of this State with the word bank, insurance, indemnity, guarantee or benefit as part of its name, except a corporation formed under the banking law or the insurance law. (Former section 4, L. 1890, ch, 563, as amended by L. 1892, ch. 687, and L. 1895, ch. 672.) By the last amendment, which took effect May 14, 1895, the head note of this section was changed and the last sentence added. When the term of existence of a corporation has expired by limitation there seems to be no reason why the same corporate name may not be used by a new corporation, unless such name has been continued in use by a co-partnership succeeding the defunct corporation and having a property interest in the name. A corporation cannot acquire the name of one of its incorporators, and make use of it to deceive the public, on the ground that such is the true name of one of its incorporators, or to defraud others who have built up a business under the same name. (De Long vy. De Long Hook & Eye Co., 89 Hun, 399.) Although the law will restrain a corporation from using a word or name, alone or with other words, in any manner which might produce deception or confusion in the public mind, yet it will not restrain a person from conducting business in his own name. He has a right to advertise his goods in his own name, or to use the same upon his letter heads, or upon the cards containing goods manufactured by him. (De Long v. De Long Hook & Eye Co., 7 App. Diy., 33.) A corporation existing under the laws of the State of New York cannot, in legal proceedings, be properly designated by two names, and cannot, except as authorized by law, change its own name, either directly or by user, nor can the public give it a name other than that of its creation, by which it can be recognized in judicial proceedings. (Matter of U. 8. Mortgage Co. for leave to change its name, 83 Hun, 572.) Upon an applica- tion by a corporation for a change of name, which is opposed by another corporation on the ground that the proposed new name will result in confusion, the absence of any element of fraud is not controlling, as the court will interfere where there is reasonable ground to conclude that the granting of the application, will result in injury to the complaining cor- Corporate NAMEs. 11 The General Corporation Law, § 6. poration, or in imposition or deceit upon the public, by destroying the identity of such corporations. (Id.) The law protects the right of a man to use his own name in his own business, even if such use injures another who has established a prior business of the same kind and gained a reputation which goes with the name. (Chas. S. Higgins Company v. Higgins Soap Company, 144 N. Y., 462; reversing 71 Hun, 101.) An exclusive right may be acquired in the name in which a business has been carried on, whether of a partnership or of an individual, and it will be protected against infringement by another who assumes it for the purposes of deception, or even if inno- cently used without right, to the detriment of another, and this right, which is in the nature of a right to a trade mark, may be sold or assigned. (Id.) The same rule applies respecting corporate names, and an injunc- tion lies to restrain the simulation and use by one corporation of the name of a prior corporation which tends to create confusion and to enable the later corporation to obtain, by reason of the similarity of names, the business of the prior one. (Id.) Every man has the absolute right to use his own name in his own busi- ness, even though he may thereby interfere with and injure the business of another bearing the same name, provided he does not resort to any artifice or contrivance to produce the impression that the establishments are identical. (Meneely v. Meneely, 62 N. Y., 467.) However, the right of one to use his own name in his own business is something very different and distinct from the lending or giving of his name to a corpo- ration with a view of making it similar to that employed by other persons in the same kind of business. (Frank E. De Long v. The De Long Hook & Eye Co., 10 Misc., 577.) The Secretary of State must decide in the first instance whether the proposed name is, or is not, within the statutory prohibition. (State v. McGrath, 5 S. W. Rep., 29.) The right to the exclusive use of a name will be protected upon the same principle that persons are protected in the use of trade- marks, (Id.) It is unnecessary to determine that there is intent to do wrong. The right to protection of name is based upon the proprietary right acquired by the use thereof. (American Grocer v. The Grocer, 25 Hun, 398. See, also, Commercial Union Assur. Co. v. Smith, 18 State Rep., 151, 2 N. Y. Supp., 296; Matter of U. S. Mer. R. & Col. Assn., 22 State Rep., 494, 115 N. Y¥., 176; Railway Age v. Garnett, 17 Weekly Dig., 250; Farmers’ Loan and Trust Co. v. Farmers’ Loan and Trust Co., of Kansas, 21 Abb. N. C., 104; Hygeia Water Ice Co. v. N. Y. Hygeia Ice Co., 19 N. Y. Supp.. 602; 47 State Rep., 71, affirmed 140 N. Y., 94; Employers’ Liability Assurance Corporation v. Employers’ Liability Ins. Co., 61 Hun, 552; In re Bank of Attica, 12 N. Y. Supp., 648; 35 St. Rep., 708.) Provisions restricting the use by corporations of the name “ university ” or “college” are contained in the University Law (L. 1892, ch. 378), see- tion 33, as follows: “ No individual, association or corporation not holding university or college degree-conferring powers by special charter from the Legislature of this State or from the Regents, shall confer any degrees, nor after January first, eighteen hundred and ninety-three, shall transact 12 Corporate Names; CHANGE OF. wat The General Corporation Law. business under, or in any way assume the name university or college, till it shall have received from the Regents, under their seal, written per. mission to use such name, and no such permission shall be granted by the Regents, except on favorable report after personal inspection of the institution by an officer of the University. * * * Violation of this section shall be a misdemeanor. * * *” In re Crown Bank, 44 Chancery Division, 634 (Great Britain), held, that the name of a corporation may be considered in construing the objects stated in its memorandum of association (i. e., certificate of incorporation). *Change of corporate name. — The existing provisions regulating changes of corporate names are now contained in the Code of Civil Procedure, having been added thereto by an amend- ment passed April 13, 1893, chapter 366, which reads as follows: Petition by individual.— A petition for leave to assume another name may be made by a resident of the State to the county court of the county in which he resides, or, if he resides in the city of New York, either to the supreme court or to the city court of New York. The petition of an infant shall be made by his general guardian, or by the guardian of his person, or by his next friend. (Code of Civil Procedure, sec. 2410, as amended by L. 1895, ch. 946.) Petition by corporation.— A petition to assume another corporate name may be made by a domestic corporation, whether incorporated by a general or special law, to the supreme court at a special term thereof, held in the judicial district in which its principal business office shall be situated, or, if it be other than a stock corporation, at a special term held in the judicial district in which its certificate of incorporation is filed or recorded, or in which its principal property is situated, or in which its principal opera- tions are or theretofore have been conducted. If it be a banking, insurance or railroad corporation, the petition must be authorized by a resolution of the directors of the corporation, and approved if a banking corporation, by the superintendent of banks; if an insurance corporation, by the superintendent of insurance, and if a railroad corporation, by the board of railroad commissioners. The petition to change the name of any other corporation must have annexed thereto a certificate of the secretary of state, that the name which such corporation proposes to assume is not the name * Chapter 822, Laws of 1870. as amended by ch. 280, Laws of 1876, and ch. 38, Laws of 1891, by the terms of which corporations were heretofore authorized to change their names, was repealed in 1892 ; see schedule of laws repealed, appended to this law, post. Corporate Namus; CHANGE oF. 18 The General Corporation Law. ~ of any other domestic corporation or a name which he deems so nearly resembling it, as to be calculated to deceive. (Code of Civil Procedure, sec. 2411.) For forms in proceedings to change corporate name see post, forms Nos. 1, 2,38 and 4. k ¢ Contents of petition.— The petition must be in writing, ‘signed by the petitioner and verified in like manner as a pleading in a court of record, and must specify the grounds of the applica- tion the name, age and residence of the individual whose name is proposed to be changed, and the name which he proposes to assume, ‘and if the petitioner be a corporation, its present name, and the jhame it proposes to assume, which must not be the name of any ‘other corporation, or a name so nearly resembling it as to be caleu- lated to deceive; and if it be a railroad corporation, a corporation having banking powers or the power to make loans upon pledges .or deposits, or to make insurances, that the petition has been duly -authorized by a resolution of the directors of the corporation and ,approved by the proper officer. ; (Code of Civil Procedure, sec. 2412.) Notice of presentation of petition.—If the petition be to change the name of an infant, and is made by the infant’s -next friend, notice of the time and place at which the petition will be presented must be served upon the father, or if he is dead or can not be found, upon the mother, or if both are dead or can not be found, upon the general guardian or guardian of the person of the infant, in like manner as a notice of a motion upon an attorney in an action, unless it appears to the satisfaction of the court that the infant has no father or mother, or that both reside without the state or can not be found, and that he has no guardian residing within this state, in which case the court may dispense with notice or require notice to be given to such persons and in such manner as the court thinks proper. If the petition be made by a corpora- tion located elsewhere than in the city and county of New York, notice of the presentation thereof shall be published once in each week for six successive weeks in the State paper (at Albany in which notices by state officers are authorized by law to be pub- lished), and in a newspaper of every county in which such corpora- tion shall have a business office, or if it has no business office, of the county in which its principal corporate property is situated or in which its operations are or theretofore have been principally con- 14 Corporate NaMss; CHANGE OF. The General Corporation Law. ducted, which newspaper, if it be a banking corporation, shall be designated by the superintendent of banks, if any* insurance cor. poration, by the superintendent of insurance, or if a railroad cor. poration, by the railroad commissioners. In the city and county of New York such notice shall be published once in each week for six successive weeks in two daily newspapers published in such county. (Code of Civil Procedure, sec. 2418, as amended by L. 1894, ch. 264.) Order. —If the court to which the petition is presented is satisfied thereby, or by the affidavit and certificate presented there- with, that the petition is true, and that there is no reasonable objec- tion to the change of name proposed, and if the petition be to change the name of an infant, that the interests of the infant will be substantially promoted by the change, and, if the petitioner be a corporation, that the petition has been duly authorized and that notice of the presentation of the petition, if required by law, has been made, the court shall make an order authorizing the petitioner to assume the name proposed on a day specified therein, not less than thirty days after the entry of the order. The order shall be directed to be entered and the papers on which it was granted, to be filed within ten days thereafter in the clerk’s office of the county in which the petitioner resides, if he be an individual, or in the office of the clerk of the city court of New York if the order be made by that court, or, if the petitioner be a corporation, in the office of the clerk of the county in which its certificate of incorpora- tion, if any, shall be filed, or if there be none filed in which its principal office shall be located, or if it has no business office, in the county in which its principal property is situated, or in which its operations are or theretofore have been principally conducted, or in the office of the clerk of the county in which the special term granting the order is held; and, if the petitioner be a corporation, that a certified copy of such order shall, within ten days after the entry thereof, be filed in the office of the secretary of State; and also, if it be a banking corporation, in the office of the superin- tendent of banks, or if it be an insurance corporation, in the office of the superintendent of insurance, or if it be a railroad corporation, in the office of the board of railroad commissioners. Such order shall also direct the publication, within ten days after the entry thereof of a copy thereof in a designated newspaper, in the county ¥*So in the original. ee Corporate Names; CHANGE OF. 15 The General Corporation Law. in which the order is directed to be entered, at least once if the petitioner be an individual, or if the petitioner be a corporation, once in each week for four successive weeks. The county clerk, in whose office an order changing the name of a corporation is entered, shall record the same at length in the book kept in his office for recording certificates of incorporation. (Code of Civil Procedure, sec. 2414, as amended by L. 1895, ch. 946.) When change to take effect.—If the order shall be fully complied with, and within forty days after the making of the order, an affidavit of the publication thereof shall be filed and recorded in the office in which the order is entered, and in each office in which certified copies thereof are required to be filed, if any, the petitioner shall, on and after the day specified for that purpose in the order, be known by the name which is thereby authorized to be assumed, and by no other name. No proceedings heretofore had under sections two thousand four hundred and four- teen and two thousand four hundred and fifteen of the code of civil procedure for the change of the name of a corporation, shall be invalid by reason of the non-filing of an affidavit of the publication of the order changing such name within twenty days from the date thereof. (Code of Civil Procedure, sec. 2415, as amended by L. 1894, ch. 264.) - Substitution of new name in pending action or pro- ceeding.— An action or special proceeding, civil or criminal, commenced by or against a person whose name is so changed shall not abate, nor shall any relief, recovery or other proceeding therein be prevented, impeded or impaired in consequence of such change of name. The plaintiff in the action or the party instituting the special proceeding, or the people, as the case requires, may, at any time, obtain an order amending any of the papers or proceedings therein, by the substitution of the new name, without costs and without prejudice to the action or proceeding. (Code of Civil Procedure, sec. 2416.) Reports by clerks to state officers. The clerk of each county and of each court, shall annually, in the month of December, report to the secretary of state all changes of names of individuals or of corporations, which have been made in pursu- ance of orders filed in their respective offices during the past year and since the last previous report, and also report in like manner 16 AMENDED AND SUPPLEMENTAL CERTIFICATES. The General Corporation Law, § 7. to the superintendent of banks all changes of names of banking corporations, and to the superintendent of insurance all changes of names of corporations authorized to make insurances. The secretary of state must cause to be published, in the next volume of the session laws a tabular statement showing the original name of each person and corporation and the name which he or it has been authorized to assume. (Code of Civil Procedure, sec. 2417.) § 7. Amended and supplemental certificates. — If inthe original or amended certificate of incorporation of any corpora- tion, or if in a supplemental certificate of any corporation any informality exist, or if any such certificate contain any matter not authorized by law to be stated therein, or if the proof or acknowl edgment thereof shall be defective, the corporators or directors of the corporation may make and file an amended certificate correct- ing such informality or defect or striking out such unauthorized matter; and the certificate amended shall be deemed to be amended accordingly as of the date such amended certificate was filed, and upon the filing of such an amended certificate of incorporation, the corporation shall then for all purposes be deemed to be a corpora- tion from the time of filing the original certificate. The supreme court may, upon due cause shown, and proof made, and upon notice to the attorney-general, and to such other persons as the court may direct, and upon such terms and conditions as it may impose, amend any certificate of incorporation which fails to express the true object and purpose of the corporation, so as to truly set forth such object and purpose. When an amended or supplemental certificate is filed, an entry shall be made upon the margin of the index and record of the original certificate of the date and place of record of every such amended certificate. The amendment of a certificate under this section shall be with- out prejudice to any pending action or proceeding, or to any rights previously accrued. (Former section 5, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) For forms of papers under the foregoing section see post, forms Nos. 3, 6, 7 and 8, Under chapter 135, Laws of 1870, now repealed, it was held that the act was intended to enable corporations to remedy patent omissions that is, the omission of things which are requlred to be stated, and which being omitted, make the certificate imperfect upon its face. (Matter of « Losr Curmricatzs; Certirioates as Evipence. 17 The General Corporation Law, §§ 8, 9. N. Y., L. E. and W. R. R. Co., 25 Hun, 556.) Section 7 above, however, is much broader and more liberal in its terms, and seems to permit the correction of the specified irregularities, whether they are patent upon the face of the certificate or not. A corporation de facto may legally do and perform every act which the saime entity could do or perform were it a de jure corporation; and as to all the world except the paramount authority under which it acts, and from which it receives its charter, it occupies the same position as though in all respects valid; and, even as against the State, except in direct pro- ceedings to arrest its usurpation of power, its acts are to be treated as efficacious. (Lamming v. Galusha, 81 Hun, 247.) If in proceedings taken for the formation of a corporation an attempt has been made to comply with the general law under which it is sought to be created and the incorporation papers have been filed, from which the formation of the corporation may be presumed, and is followed by user, it becomes a corporation de facto, with all the rights as to third persons which that imports, although its articles filed are in some par- ticulars defective. (Lamming v. Galusha, 81 Hun, 247.) The validity of a corporation cannot be impeached by third persons by showing aliunde the certificate of incorporation that certain requisites of the statute have not been complied with. (Id.) It would seem that this section does not apply to corporations hereto- fore formed under the Rapid Transit act of 1875, chapter 606. (See In re N. Y. Cable Ry. Co., 109 N. ¥., 32.) : § 8. Lost or destroyed certificates. — If either of the certificates of incorporation shall be lost or destroyed after filing, a certified copy of the other certificate may be filed in the place of the one so lost or destroyed and as of the date of its original filing, and such certified copy shall have the same force and effect as the original certificate had when filed. (Former section 6, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) Where the certificate filed in the county clerk’s office is lost, it is com- petent to prove by oral evidence that a certificate was in fact filed. (N. Y. Car Oil Co. v. Richmond, 6 Bosw., 213.) § 9. Certificate and other papers as evidence. — The certificate of incorporation of any corporation duly filed shall be presumptive evidence of its incorporation, and any amended certificate or other paper duly filed or recorded relating to the incorporation of any corporation, or its existence or management, and containing facts required or authorized by law to be stated therein, shall be presumptive evidence of the existence of such facts. (Former section 7, L. 1890, ch. 568, as amended by L. 1892, ch. 687, and L. 1895, ch. 672.) 2 18 Linotation or Powers. The General Corporation Law, § 10. The only changes made to this section by the last amendment were the insertion of the words ‘or recorded’ and “or authorized ”’ in the fourth and sixth lines, respectively. This section is in addition to, and does not repeal or supersede section 933 of the Code of Civil Procedure, which provides that a duly certifieg copy of a paper filed in a public office is evidence as though the origina} were produced. The full text of said section is as follows, to wit: A copy of a paper, filed, kept, entered,-or recorded, pursuant to law, in a public office of the State, the officer having charge of which hag pursuant to law, an official seal; or with the clerk of a court of the State; or with the clerk or secretary of either house of the Legislature, or of any other public body or public board, created by authority of a law of the State, and having, pursuant to law, a seal; or a transcript from a record, kept, pursuant to law, in such a public office, or by such a clerk or secretary, is evidence, as if the original was produced. But to entitle it to be used in evidence, it must be certified by the clerk of the court, under his hand and the seal of the court; or by the officer having the custody of the original; or his deputy or clerk, appointed pursuant to law, under his official seal and the hand of the person certifying, or by the presiding officer, secretary, or clerk of the public body or board, appointed, pursuant to law, under his hand, and, except where it is certi- fied by the clerk or secretary of either house of the Legislature, under the official seal of the body or board. (Code of Civ. Pro., sec. 933.) A certified copy is proof, prima facie, of the genuineness of the signa- tures thereto attached in an action against a subscriber for the amount of stock purporting to be subscribed by him. (Matter of N. Y., L. & W. R. R. Co., 35 Hun, 220; affirmed, 99 N. Y., 12.) All that a corporation is called upon to prove, to establish its existence, is its charter, and user under it. (Jones y. Dana, 24 Barb., 395; U. S. Ins. Co. v. Tillman, 1 Wend., 555.) An objection that there was a failure to prove the incorporation of a company of another State, because the certificate of its Secretary of State, under the great seal, was not exemplified, as required by section 906 of United States Revised Statutes, is without force. (U. S. Vinegar Co. v. Fozhenbach, 74 Hun, 435.) The fact of incorporation cannot be proved by parol testimony. (Nicoll v. Clark, 13 Misc., 129.) § 10. Limitation of powers. — No corporation shall possess or exercise any corporate powers not given by law, or not necessary to the exercise of the powers so given. The certificate of incorporation of any corporation may contain any provision for the regulation of the business and the conduct of the affairs of the corporation, and any limitation upon its powers, or upon the powers of its directors and stockholders, which does not exempt them from the performance of any obligation or the performance of any duty imposed by law. (Former section 9, L. 1890, ch. 563, as amended by L. 1892, ch. 687, and by L. 1895, ch. 672.) Linntation oF Powers. 19 The General Corporation Law, § 10. The amendment of 1895, which took effect May 14, changed the head note of this section and added the last sentence, which embraces the same provisions as those contained in section 2 of the Business Corporations Law. For example of provisions for the regulation of portion of business and affairs of a corporation, see post, form No. 131. What a corporation may or may not do within its grant of powers is to be determined by the reasonable intendments of its charter as well as its clear expressions of authority. (Brooklyn Heights R. R. Co. v. City of Brooklyn, 152 N. Y., 244.) In an action in this State upon an ultra vires contract of another State, the contention that the contract is void and non-enforceable by the law of such other State will not prevail where the law of the other State does not appear by the record; but our courts will determine the case according to the law of this State as established, or, in the absence of controlling authority, as justice, having regard to all interests, may seem to require. (Bath Gas Light Co. v. Claffy, 151 N. Y., 25, aff’g 74 Hun, 638.) The defense of ultra vires will not defeat an action brought by a lessor corporation to recover past due rent from the lessee corporation under the terms of a lease, not malum in se or expressly prohibited by law, but not within the express or implied powers of the lessor corporation. (Bath Gas Light Co. v. Claffy, 151 N. Y., 25.) The purchase by a manufacturing corporation of the exclusive right to sell the product of another corporation is ultra vires, as the business pro- posed to be carried on is entirely foreign to the scope of a corporation organized solely for manufacturing purposes. (Powell v. Murry, 3 App. Div., 273.) Corporations organized under the laws of this State cannot bind the property of the corporation by accommodation indorsements, except cor- porations organized for the purposes of guaranty and indemnity, and the latter cannot do so unless they receive a valuable consideration for the service. (Fox v. Rural Home Co., Ltd., 90 Hun, 365.) An act which is lawful in itself and not otherwise prohibited, and which is done for the purpose of serving corporate ends, and is reasonably tributary to the promotion of those ends in a substantial, and not in a remote and fanciful sense, may fairly be considered within the corporate powers. (Steinway v. Steinway & Sons, 17 Misc., 43.) Where a manufacturing corporation has succeeded a former partnership engaged in the same Dusiness, acquiring with the other assets a large tract of land on which work was in progress for the erection of a large manufacturing plant and homes for employes, the continuing of such improvements is not ultra vires. (Steinway v. Steinway & Sons, 17 Mise., 43.) In such a case not only the erection of dwelling-houses for renting and sale to operatives and the regulation of streets, construction of sewers and supply of water, but also moderate contributions toward the establishment of a church, school, free library and free baths, are within the corporate authority. (Id.) Nor is the propriety of expenditures for such purposes on land not at present used, or which may not be 20 Limitation oF Powers. The General Corporation Law, § 10. needed for corporate purposes, open to criticism by a stockholder, where such expenditures are advantageous to the property and tend to render it salable. (Id.) A stockholder cannot be heard to impeach corporate acts or expenditures in which he either expressly or tacitly acquiesced. (Id.) The plea of ultra vires should not, as a general rule, prevail, whether interposed for or against a corporation, when it would not advance jus. tice, but, on the contrary, would accomplish a legal wrong. (Whitney Arnis Co. v. Barlow, 63 N. Y., 62.) The position of the Supreme Court of the United States upon ultra vires contracts is, that a contract made by a corporation, which is unlawful and void because beyond the scope of its corporate powers, does not, by being carried into execution, become lawful and valid, and that the proper remedy of the party aggrieved is to disaffirm the contract and sue to recover, aS on a quantum meruit, the value of what the defendant has actually received the benefit of. (Louisiana v. Wood, 102 U. §., 294; Parkersburgh vy. Brown, 106 U. S., 487, 503; Champman v. Douglas County. 107 U. S., 348, 360; Salt Lake City v. Hollister, 118 U. S., 256, 263; Penn. R. R. Co. v. St. Louis, ete., R. R. Co., 118 U. S., 290.) A corporation, in order to attain its legitimate objects, may deal pre- cisely as an individual may, who seeks to accomplish the same ends. (Barry vy. Merchants’ Exchange Co., 1 Sandf. Chan., 289; Safford v. Wycoff, 4 Hill, 422.) Unless restrained by law, every corporation has the incidental power to make any contract necessary to advance the objects for which it was created. (Legrand v. Manhattan Mer. Assn., 80 N. Y., 638.) A manufacturing corporation has no power to indorse accommodation notes. (Nat. Park Bank v. G. A.M. W. & S., 116 N. Y., 281.) Contracts of corporations are ultra vires when they involve adventures outside of and not within the scope or powers given by their charter. (Jennison et al. v. C. S. Bank, 122 N. Y., 135.) A corporation can not avail itself of the defense of ultra vires, when the contract has been in good faith fully performed by the other party, and the corporation has had the full benefit of the performance and of the contract. (Lienkauf v. Lombard, 137 N. Y., 417; Whitney-Arms Co. v. Barlow, 63 N. Y., 62; Watts-Campbell Co. v. Yuengling, 51 Hun, 302.) A person dealing with a corporation is chargeable with notice of its powers and the purposes for which it was formed, and when dealing with its agents or officers is bound to know the extent of their power and authority. A corporation necessarily carries its charter wherever it goes, for that is the law of its existence. (Jennison v. The Citizens’ Savings Bank, 122 N. Y., 140; Alexander v. Cauldwell, 88 N. Y., 480; see, also, Patterson v. Robinson et al., 116 N. Y., 198; Wilson v. Kings Co. E. R. R. Co., 114 N. Y., 491; Martin v. N. F. P. Co., 122 N. Y., 165; Wablig v. S. P. M. Co., 25 N. Y. State Rep., 864.) As to right of telegraph companies in making pooling contracts. (See Benedict v. West. Un. Tel. Co., 9 Abb. N. C., 214.) Whenever privileges, granted by the Legislature to a corporation, come under review in the courts, they are to be Strictly construed against the corporation; nothing passes but what is granted in clear and explicit terms. (People ex rel. Third Ave. R. R. Co. v. Newton, 112 N. Y., 396.) GRANT OF GENERAL PowERs. QL The General Corporation Law, § 11. § 11. Grant of general powers. — Every corporation as such has power, though not specified in the law under which it is incorporated: 1. To have succession for the period specified in its certificate of incorporation or by law, and perpetually when no period is specified. 2. To have a common seal, and alter the same at pleasure. 3. To acquire by grant, gift, purchase, devise or bequest, to hold and to dispose of such property as the purposes of the corporation shall require, subject to such limitations as may be prescribed by law. 4. To appoint such officers and agents as its business shall require, and to fix their compensation, and 5. To make by-laws, not inconsistent with any existing law, for the management of its property, the reguiation of its affairs, and the transfer of its stock, if it has any, and the calling of meetings of its members. Such by-laws may also fix the amount of stock, which must be represented at meetings of the stockholders in order to constitute a quorum, unless otherwise provided by law. By-laws duly adopted at a meeting of the members of the corporation shall control the action of its directors. No by-law adopted by the board of directors regulating the election of directors or officers shall be valid unless published for at least once a week for two successive weeks in a newspaper in the county where the election is to be held, and at least thirty days before such election. Subdivisions four and five of this section shall not apply to municipal corporations. (Former section 8, L. 1890, ch. 563, as amended by L. 1892, ch. 687, and L. 1895, ch. 672.) For form of by-laws, see post, form No. 9. By the amendment of 1895 the words “and the calling of meetings of its members” were inserted in the first sentence of subdivision five, and also the words “adopted by the board of directors” in the last sentence but one. 1. The term of existence may be extended. (See sec. 32, post.) 2. The corporate seal is not always necessary in order to bind the corporation. It is of great value as showing the acts of the corpora- tion. (Lienkauf v. Coleman, 110 N. Y., 50; Whitford v. Laidler, 94 N. ¥., 145.) 3. A maximum limit of property that may be held by a non-stock cor- poration is prescribed in the next succeeding section. No such limit is prescribed for stock corporations. . 4. See section 29, post, and the Stock Corporation Law, sections 20, 27 and 28. 22 Grant oF GENERAL Powers. The General Corporation Law, § 11. 5. Directors may make necessary by-laws, subject, however, to the by-laws duly adopted by the members of the corporation. (See section 29, post.) The by-laws should fix the time and place of the election of directors. (See Stock Corporation Law, section 20, post, and section 22, post.) The by-laws should prescribe the manner of appointing inspectors of election (id., section 28, post), and they should prescribe the manner of transferring stock. (Id., section 40, post.) No provision relative to suing and being sued was enacted in the above section, because contained in the State Constitution, article 8, section 3, as follows: ‘ AJl corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons.” A contract made by a treasurer of a corporation in disregard of a by-law restricting the execution of such a contract is not binding on the corpora- tion. (Parmelee v. Associated Physicians & Surgeons, 9 Misc. R., 458; but see cases therein cited.) The unexplained presence of a corporate seal upon promissory notes of a corporation does not affect their apparent character and require them to be regarded as sealed instruments. (Weeks v. Esler, 148 N. Y., 374.) A corporation possesses not only powers specifically granted in terms by its charter, but also such powers as shall be necessary to the exercise of the powers so enumerated and given. The unexpressed and incidental powers possessed by a corporation are not limited to such as are abso- lutely or indispensably necessary to enable it to exercise the powers specifically granted. Whatever incidental powers are reasonably neces- sary to enable it to perform its corporate functions are implied from the powers affirmatively granted; but powers merely convenient or useful are not implied if they are not essential, having in view the nature and object of the incorporation. (People ex rel. Tiffany v. Campbell, 144 N. Y., 166.) Where promissory notes were executed by the president and treasurer, who had been accustomed to sign the same, and the money borrowed thereon for the corporation was used for its benefit, such notes are valid, although the by-laws provided that all notes and obligations should be signed by the secretary. (Milbank v, De Riesthal, 82 Hun, 537; Grant v. George C. Treadwell Co., 82 Hun, 591.) Under the second paragraph of subdivision 5 above, a daily publication of the by-law is not intended. A publication once a week for two weeks is sufficient. (Wood v. Knapp, 100 N. Y., 109.) An action to have a by-law declared illegal and void is not maintain- able when enforcement of such by-law will not subject the party to irre- parable injury. (Thomas v. Musical Mut. Pro. Union, 121 N. Y., 46.) Where the act or contract of a corporation is not within the scope of its powers to perform under any circumstances, the doctrine of estoppel can- not be invoked to make it good. (Brisay v. Star Co., 13 Misc., 349.) A corporation can only have an existence under the express law of the State by which it is created, and can exercise no power or authority which is not granted to it by the charter under which it exists, or by some other legislative act. (Oregon R. R. Co. v. Oregonian R. R. Co., 130 U.S., 1) When a corporation is organized under general laws the certificate of incorporation stands in the place of a legislative charter. (Id.) « JTamrrations Upon Prorerty or Non-srock Corporations. 23 we Se The General Corporation Law, § 12. For limitations as to right to acquire real property see next section; also State Constitution, article 8, sections 1, 3, post. A corporation although created only for a term of years, may purchase and hold lands in fee. (Nicoll v. N. Y. & Erie R. R. Co., 12 N. Y., 121; People v. O’Brien, 111 N. Y., 38.) When property or rights have been acquired or become vested, no amendment or alteration of the charter can take-away the property or rights which have become vested under a legitimate exercise of the powers granted. (Albany R. R. Co. v. Brownell, 24 N. Y., 345; People vy, O’Brien, 111 N. Y., 1; Id., 111 N. Y., 52.) A corporation may take title to all kinds of property, even the stock of another corporation, in the payment of a debt. (H. & G. Man. Co. v. H. & W. Metal Co., 38 State Rep., 157.) * Where a corporation is authorized, under certain circumstances, to hold and convey real property, it will be presumed, in the absence of proof to the contrary, that real property conveyed by it was held and “conveyed in pursuance of its powers. (Farmers’ Loan & Trust Co. v. _ Curtiss, 7 N. Y., 466.) & A corporation can not take and hold property by devise or bequest beyond the maximum permitted by its charter, or the statute under which it is organized. (McGraw v. Cornell Univ., 111 N. Y., 66.) By-laws of stock corporations are, as to third persons, private regula- tions binding as between the corporation and its members or third persons having knowledge of them, but of no force as limitations per se as to third persons of an authority which, except for the by-laws, would be construed as within the apparent scope of the agency. (Rathbun v. Snow, 123 N. Y., 349.) A by-law, enacted under express authority of an act of the Legislature, and in conformity with the power conferred, has the same force as if enacted by the Legislature. (Brick Church v. Mayor, etc., of N. Y., 5 Cow., 588; McDermott v. Board of Police, 5 Abb. Pr., 422.) A by-law must be reasonable, and adapted to the purposes of the corporation, or it is void. (People v. Medical Soc., 24 Barb. R., 570; see also Matthews v. Associated Press, 186 N. Y., 333; Compton v. The Chelsea, 128 N. Y., 537; Kent v. Quicksilver Mining Co., 78 N. Y., 159.) In failing to comply with a by-law the corporation neglects to perform a duty which it owes to the public, and if its neglect results in injury, there is secured to the person injured the right to be indemnified by the corporation. (Knox v. Eden Musee, etc., 74 Hun, 483.) § 12. Enlargement of limitations upon the amount of the property of non-stock corporations. — If any general or special law heretofore passed, or any certificate of incorporation, shall limit the amount of property a corporation other than a stock corporation may take or hold, such corporation may take and hold property of the value of three million dollars or less, or the yearly income derived from which shall be five hundred thousand dollars or less, notwithstanding any such limitations. In computing the 24 Acquisition oF Property in Oruer STATEs. The General Corporation Law, §§ 13, 14. value of such property, no increase in value arising otherwise than from improvements made thereon shall be taken into account. (New provisions, added by L. 1892, ch. 687, as amended by L. 1894, ch, 400.) The foregoing limitations do not affect stock corporations. As to what are classified as stock and non-stock corporations, respectively, see sec- tions 2 and 3, ante. § 13. Acquisition of additional real property. — When any corporation shall have sold or conveyed any part of its real property, the supreme court may, notwithstanding any restriction of a general or special law, authorize it to purchase and hold from time to time other real property, upon satisfactory proof that the value of the property so purchased does not exceed the value of the property so.sold and conveyed within the three years next preceding the application. (Former section 10, L. 1890, ch. 568, as amended by L. 1892, ch. 687.) It seems that this provision is to be read in connection with the pre- ceding section only, and is not intended to apply to stock corporations. The words “notwithstanding any restriction of a general or special law” were inserted by the amendment of 1892. As to effect of a conflicting provision in another law, see section 33, post, and Statutory Construction Law, section 32, post. § 14. Acquisition of property in other states. — Any domestic corporation transacting business in other states or foreign countries may acquire and dispose of such property as shall be requisite for such corporation in the convenient transaction of its business. (Former section 11, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) Any corporation acquiring property in other States or foreign countries should also consult the statutes of the State or country in which the property is located. A corporation of this State can exercise no power in another State without the sanction of such State. (Runyan yv. Lessee of Coster, 14 Peters (U. S.), 122; Demarest y. Flack, 128 N. Y., 205; Hickory Farm Oil Co. v. Buf., ete, R. R. Co., 2 Ry. & Corp. L. J., 470.) Every power which a corporation exercises in another State depends for its validity upon the laws of the Sovereignty in which it is exercised, and a corporation can make no valid contract without the sanction, express or implied, of such sovereignty. (Runyan vy. Lessee of Coster, 14 Peters (U. S.), 129; Briscoe v. Southern Kansas Ry. Co., 40 Fed. Rep. 280.) If such other State does not permit the corporation to acquire or hold real property, it must be expressed in some affirmative way. It can not CERTIFICATE OF AUTHORITY oF A ForEIGN CorPporaTion. 25 The General Corporation Law, § 15. be inferred. (Cowell v. Springs Co., 100 U. S., 55; Christian Union v. Yount, 101 U. S., 352.) § 15. Certificate of authority of a foreign corporation — No foreign stock corporation other than a monied corporation, shall do business in this state without having first procured from the secretary of state a certificate that it has complied with all the requirements of law to authorize it to do business in this state, and that the business of the corporation to be carried on in this state is such as may be lawfully carried on by a corporation incorporated under the laws of this state for such or similar business, or, if more than one kind of business, by two or more corporations so incor- porated for such kinds of business respectively. The secretary of state shall deliver such certificate to every such corporation so com- plying with the requirements of law. No such corporation now doing business in this state shall do business herein after December 31, 1892, without having procured such certificate from the secre- tary of state, but any lawful contract previously made by the cor- poration may be performed and enforced within the state subse- quent to such date. No foreign stock corporation doing business in this state without such certificate shall maintain any action in this state upon any contract made by it in this state unil it shall have procured such certificate. (New provisions, added by L. 1892, ch. 687.) For forms of papers under these provisions, see post, forms Nos. 10, 11, 12, and 13. For definitions of ‘“ foreign,” ‘“ stock” and ‘ monied” corporations, respectively, see section 3, ante. In relation to the proof to be filed with the Secretary of State in order to obtain the certificate of authority above provided for, see section 16. For other provisions affecting foreign corporations see reference to the same in the index under the heading “‘ Foreign Corporations.” The requirement as to the certificate of authority to be obtained by foreign stock corporations, and the section prescribing the proof to be filed in order to procure such certificate, embrace new provisions of the General Corporation Law of the State of New York, having been added thereto by Laws of 1892, chapter 687. The penalty imposed upon foreign stock corporations doing business in this State for a failure to obtain the certificate of authority required under this provision is that such delinquent corporation shall not be permitted to maintain any action in our courts upon any contract made by it in New York State during such delinquency. The question is frequently asked the Secretary of State by lawyers representing foreign corporations, whether he will require a corporation selling goods in the State, but having no office therein, to comply with this law. This inquiry is probably not made by those who 26 Crrtiricats or AuTHority oF A ForEIGN CoRPORATION, The General Corporation Law, § 15. give the statute a careful examination, as the provisions of the foregoing section of the law and of the next succeeding section, post, page 32, do not confer upon the Secretary of State supervisory power over corpora- tions organized in other States and doing business here so as to enable him to enforce a compliance with the terms of those sections. It rests entirely with the corporation itself to elect whether or not it will bring itself under the protection of the laws of this State, so as to be permitted to make enforcible contracts within the State. The foregoing section pro- vides that no foreign stock corporation, other than a banking or insurance corporation, shall do business in the State without having procured from the Secretary of State a certificate of authority, and the next section, entitled, ‘“‘ Proof to be filed before granting certificate,” post, page 32, provides that, before the granting of such certificate, the corporation applying for the same must file a sworn copy of its charter or certificate of incorporation, and a statement under its corporate seal, setting forth the business or objects of the corporation which it is engaged in carrying on, or which it proposes to carry on, within the State, and a place within the State which is to be its principal place of business, and designating, in the manner prescribed in the Code of Civil Procedure, a person upon whom process against the corporation may be served within the State, The statute requires every foreign stock corporation doing business in the State of New York, except banks and insurance companies, which are governed by other laws, to comply with these provisions. The statutory liability of stockholders in foreign corporations for debts of the corporation cannot be enforced except at the domicile of the cor- poration, when the law of the domicile provides the remedy. (Marshall v. Sherman, 148 N. Y., 9; reversing 84 Hun, 186.) The bringing of an action in this State by a foreign corporation is not evidence that the contract upon which the action is based was made in the State of New York. (Lukens Iron & Steel Co. v. Payne, 13 App. Div., 11.) A contract made between two foreign corporations by a written order mailed within the State and accepted in another State, where one of the corporations is domiciled, is not a contract made within this State, as the contract was not completed until the acceptance of the order; therefore, a certificate authorizing the vendor corporation to do business here was not necessary. (Shelby Steel Tube Co. v. Burgess Gun Co., 8 App. Div., 444.) A cause of action based on a default in paying for goods delivered in this State on such contract arises here, and can be maintained under subdivision 3, section 1780 of the Code of Civil Procedure, which provides that an action may be maintained by one corporation against another “where the cause of action arose within the State.” (Id.) Where a foreign corporation had no office or place of business in this State, the mere fact that its agent took orders here, which did not become binding until they were approved by the corporation in the foreign State, does not place the corporation in the position of “ doing business in this State.” (Tallapoosa Lumber Co. y. Holbert, 5 App. Div., 559.) Where an order tee goods was given to a foreign corporation outside the State, and a Portion. of such goods was shipped to the State of New York by such corporation, the corporation cannot be said by reason CERTIFICATE OF AUTHORITY oF A ForEIGN CorpoRATION. 27 The General Corporation Law, § 15. thereof to have been doing business in the State 6f New York. (Novelty Manfg. Co. v. Connell, 88 Hun, 254.) Orders for goods taken by a traveling salesman in the employ of a foreign corporation do not constitute the contract itself, it has only exist- ence from the time of the confirmation of the orders by the corporation at its home office. (American Broom & Brush Co. v. Addickes, 19 Misc., 36.) The right of a foreign corporation to sue in this State is conferred by section 1779 of the Code, giving the same rights of maintaining actions as are possessed by domestic corporations, except as otherwise specially prescribed by law. (O’Reilly, Skelly & Fogarty Co. v. Greene, 18 Misc., 423.) Section 15 of the General Corporation Law only prohibits actions upon eontracts made by corporations in this State after its passage until they shall have procured the necessary certificate of authority. Actions upon contracts made by other parties and assigned to the foreign cor- poration are not within the statute. (O’Reilly, Skelly & Fogarty Co. v. Greene, 18 Misc., 423; Same v. Same, 17 Misc., 302.) The complaint in an action brought by a foreign corporation need not allege the procurement of a certificate under section 15 of the General Corporation Law, but the want of such certificate is matter of defense to be pleaded in the answer. (The O’Reilly, Skelly & Fogarty Co v. Greene, 18 Mise., 423.) Failure of the complaint in an action by a foreign corporation to allege payment of the license fee of one-eighth of one per cent. is not a demurrable defect. (Id.) Where the laws of the State under which a foreign corporation was organized provide for the continuance of its existence after the expiration of the term of its charter for the purpose of collecting debts or claims due to it, its continued existence for that purpose must be recognized by the courts of this State. (O’Reilly, Skelly & Fogarty Co. v. Greene, 17 Misc., 302.) In an action brought by a foreign corporation or its assignee upon a eontract made within this State, it is not necessary to allege or prove that it has complied with this section, but its failure to comply therewith is a matter of defense. (O’Reilly, Skelly & Fogarty Co. v. Greene, 17 Misc., 302; Nicoll v. Clark, 13 Misc., 128.) The fact of incorporation can- not be proved by parol testimony. (13 Misc., 128, supra.) Two of the recent decisions under this statute are utterly irrecon- cilable as will be apparent from a consideration of the conclusions reached: In the New York Common Pleas, General Term, April, 1895, it was held that contracts made by a foreign corporation before it had obtained a certificate of authority to transact business within the State are nevertheless enforcible by action as soon as such certificate is pro- eured. (Neuchatel Asphalte Co., Limited v. The Mayor, etc., of New York, 12 Mise. R., 26; modifying 9 Misc. R., 376.) But in the General Term of the Supreme Court, April, 1895, the opposite contention was upheld, and the determination was to the effect that a foreign corporation had a right to go on with its business in the ordinary way without a certificate up to and including December 31, 1892, and, after that date, perform and enforce any lawful contracts previously made, but that if, after that 28 CrERTIFICATE oF AUTHORITY oF A Foreign CorPoRATION. The General Corporation Law, § 15. date, it desired to do business beyond the performance and enforcement of previous contracts, it must have a certificate. (Providence Steam & Gas Pipe Co. vy. Connell, 86 Hun, 319.) Unless the view taken by the court in the case last cited is the proper one the statute would seem to be quite ineffectual and the evident purpose of the Legislature in enacting this law would be defeated by simply making the penalty of no avail, The statute prohibits the transaction of business within the State without a certificate of authority, and prescribes as a penalty, to be imposed upon foreign corporations making contracts in defiance of that prohibition, that such contracts shall not be enforcible; therefore, it would seem, if the non-enforcible character of the contracts so made is to be reasoned away and destroyed by the courts the very essence and aim of the act is defeated, and foreign corporations may, in defiance of the prohibition, continue to do business in the State and make contracts ad libitum witb- out fear or risk of incurring any penalty, so long as such corporation has an assurance that it may evade the statute by thereafter obtaining a certificate of authority whenever the time shall arrive for the enforcement of its contracts by action in the court. Where a foreign corporation had no place of business in this State, but took orders by means of drummers; held, that it did not do business within this State within the meaning of the two preceding sections, and even if such business were within the meaning and intent of said provi- sions, that the statute is violative of the commerce clause of the Federal Constitution and void in so far as it attempts to regulate the transactions in question. (Murphy Varnish Co. v. Connell, 10 Misc., 553.) The Code of Civil Procedure provides in what cases attachments may be issued, and what is necessary to be shown by the plaintiff to entitle him to the attachment, but these provisions are not exclusive, and the Legislature may affix other conditions to the right of invoking such remedy. As a remedy by attachment is a step in an action the provisions of section 15 of the General Corporation Law apply, and the papers upon which a foreign corporation doing business in the State, in relation to a transaction within the State, must show, for the purposes of the attach- ment, that the corporation has complied with said section 15. (Sawyer Lumber Co. v. Bussell, 84 Hun, 114.) Resident stockholders of a foreign corporation may maintain an action to prevent waste, and to compel restitution for stock or property improp- erly diverted. (Nash v. Hall, 11 Misc. R., 468.) Upon the application of stockholders of an insolvent foreign corporation, doing business and having assets in this State, but no officers empowered to hold such assets, the courts of this State have power to appoint a receiver of such corporation to preserve the assets within their jurisdiction for the protection of domestic creditors. (Hall v. Holland House Co., 12 Misc., 55.) Where the act of incorporation of a foreign corporation declares in terms that each stockholder shall be individually liable for the debts of the corporation the courts of this State are open to a creditor of such corporation to enforce the liability of the stockholder for such debts according to the terms of the charter. (Marshall vy, Sherman, 84 Hun, 186.) The provisions of this section apply to actions on contract only, and CERTIFICATE OF AUTHORITY oF A Forrian Corporation. 29 The General Corporation Law, § 15. have no application to a judgment creditor’s action brought to set aside alleged fraudulent transfers and conveyances. (Joseph Schlitz Brewing Co. v. Ester, 86 Hun, 22.) An attachment may issue against the property of a foreign corporation within the limits of the State, however solvent it may be, and however great its ability to pay all claims against it on demand. It is powerless to prevent a creditor, or a fictitious claimant even, from obtaining an attachment against its property in this State. (Robertson v. Ongley Elec- tric Co., 82 Hun, 585.) An action to enforce the statutory liability of the stockholders of an insolvent foreign corporation cannot be maintained in the courts of the State of New York when the statutes of the State in which such foreign corporation is located provide a special remedy, which is exclusive of all other remedies, and can only be administered in such State. Where the remedy is of such a character that it can only have effectual operation in one forum, a party interested should not be permitted to enforce it in another place. (Cleveland, Lorain & Wheeling Ry. Co. v. Kent, 87 Hun, 329.) Statutes relating to procedure have no extra territorial effect. (Id.) Where a foreign corporation consigns goods to persons in this State for sale, and sales are made by the factor in his own name, and the proceeds collected and accounted for by him, such corporation does not do business in this State within the meaning of this provision, and no certificate is necessary to enable it to maintain an action to recover the net proceeds of such goods. (Bertha Zine & Mineral Co. v. Clute, 7 Misc. R., 128.) Every foreign stock corporation that has filed the necessary papers and procured the certificate of the Secretary of State required by section 15, is accorded the same right to transact business here as domestic corporations. (Lancaster v. Amsterdam Improvement Co., 140 N. Y., 57.) This right, so far as it relates to dealing in lands, is not restricted by the provisions of sections 17 and 18. (Id.) Where such corporation is regularly organized under the laws of another State, the facts that its incorporators are citizens of this State, and that it has its principal office and conducts its business here do not affect the validity of its organization, or exclude it from recognition by the courts of this State. (Id.) Where it has filed a certificate of incorporation required by the laws of its State, it is a corporation de facto, and any question affecting it because of alleged irregularities in organization, is a matter for the government of that State to inquire into. (Id.) A foreign stock corporation is not prevented from maintaining an action of replevin by the foregoing section, such action being purely ex delicto, and not ex contractu. (American Typefounders Co. v. Connor, 6 Mise. R., 391; 26 N. Y. Supp., 742.) This statute does not appear to be an interference with interstate commerce. (See Smith v. Alabama, 124 U. S., 465.) It provides for the proper carrying on of such commerce by foreign corporations. It is only when an action is brought upon a contract made in this State in defiance of the laws of the State which were in force when the contract was mate, and when the foreign corporation still disobeys these laws that the penalty of the act is incurred, and that the courts will deny 380 CerrtiFIcate or AUTHORITY OF A FoREIGN CoRPORATION. The General Corporation Law, § 15. their aid in the enforcement of a contract. (Lasher v. Stimson, 145 Pa, 30; Hagerman v. Empire Slate Co., 97 Pa., 536; People v. Formosa, 131 N. Y., 478; People v. Fire Assn., 92 N. Y., 311; Am. Ins. Co. v. Wellman, 69 Ind., 413; Cin. Mut., etc., Co. v. Rosenthal, 55 Ill., 85; Wood M. M, Co, y, Caldwell, 54 Ind., 273.) Corporations are not citizens within the meaning of the Constitution of the United States, article 4, section 2, clause 1, declaring that “the citizens of each State shall be entitled to all privileges and immunities of citizens, in the several States.” They are creatures of local law, and have not an absolute right of recognition in other States, but depend for that and for the enforcement of their contracts upon the assent of those States, which may be given accordingly on such terms as they please, The privileges and immunities secured to citizens of each State in the several States by this clause of the Constitution, are those privileges and immunities which are common to the citizens in the latter States under their Constitution and laws by virtue of their being citizens, Special privileges enjoyed by citizens in their own States are not secured by it in other States. (Paul v. Virginia, 8 Wallace (U. S.), 168. Same rule upheld in Pembrina Mining Co. v. Pennsylvania, 125 U. S; 181; Norfolk & W. R. R. vy. Pennsylvania, 136 U. S., 114, and Horn Silver Mining Co. v. New York State, 143 U. S., 305.) The provisions in the fourteenth amendment to the United States Constitution, section 1, that “no State shall deny to any person within its jurisdiction the equal protection of the laws,” do not prohibit a State from requiring for the admission within its limits of a corporation such conditions as it chooses. (Pembrina Mining Co. vy. Pennsylvania, 125 U. S., 181.) The only limitation upon this power of the State to exclude a foreign corporation from doing business within its limits, or hiring offices for that purpose, or to exact conditions for allowing it to do business or hire offices there, arises where the corporation is in the employ of the federal government, or where its business is commerce, interstate* or foreign. (Pembrina Mining Co. y. Penn., supra; People ex rel. Southern Cotton Oil Co. vy. Wemple, 131 N, Y., 64.) The right of a State to prescribe generally by its Constitution and laws, the terms upon which a foreign corporation shall carry on its business in the State, is well settled. (Bank of Augusta vy. Earle, 13 Pet. (U. S.), 519; Cooper Mfg. Co. v. Ferguson, 113 U. S., 727; Phila. Fire Assn. v. New York, 119 U. S., 110.) A foreign corporation cannot avail itself of the statute of limitations of the State of New York in an action brought in the New York courts. (Robeson v. Central R. R. Co. of N. J., 76 Hun, 444; Boardman vy, Lake Shore and M. S. Ry. Co., 84 N. Y., 185; Rathbun v. Northern Central Ry. Co., 50 N. Y., 656; Olcott vy. Tioga R. R. Co., 20 N, Y., 210; Mallory v. Tioga R. R. Co., 3 Keyes, 354.) A corporation formed by consolidation of a domestic and a foreign cor- poration, is a domestic corporation. (People ex rel. L. S. & M. 8. Ry. *As to the class of business to which the federal 8 Ch tatute, known as the “ Interstate Commerce Act” applies, see that act, post. CrrtiFicaTE or AurHority or A Forzicn Corporation. 381 The General Corporation Law, § 15. Co., 70 N. Y., 220; People v. N. Y., Chicago and St. L. R. R. Co., 129 N. Y., 474.) Foreign corporations doing business in this State must conform to our laws relating to such corporations, and comply with the terms laid down by us as conditions of allowing them to transact business here. (Demarest v. Flack, 128 N. Y., 205.) The Legislature has exclusive power to say whether any, and if so, what terms shall be imposed as a condition of doing business here. (Id.) The doing of isolated acts of business within a State is not “ doing business ” within such a prohibition. (Cooper Mfg. Co. v. Ferguson, 113 U. S., 727.) A foreign corporation seeking to do business in this State must obey its laws and conform to its public policy. (People v. Formosa, 131.N. Y., 478.) The Legislature may, as to them and as to domestic corporations, pre- scribe terms for doing business here, and may enact laws regulating their conduct and that of their agents, and enforce obedience to those laws by such penalties, forfeiture and punishments as it may within constitutional limits prescribe. (Id.) Public policy does not forbid the transaction of business in this State by a corporation formed in another State by citizens of this State, for the purpose of transacting business here. (Demarest vy. Flack, 128 N. Y., 205; Lancaster v. Amsterdam Improvement Co., 140 N. Y., 576.) Foreign corporations are permitted to exercise in this State the powers with which they are endowed, unless such exercise is repugnant to our policy or injurious to our interests. (Sherwood vy. American Bible Soc’y. 4 Abb. Ct. App. Dec., 227; Bard vy. Poole, 12 N. Y., 495; Merrick v. Van Santvoord, 34 N. Y., 208; In re Estate of Prime, 186 N. Y., 347.) Under the provisions of the Code of Civil Procedure, in reference to proceedings supplementary to execution (secs. 2485, 2452, 2458, 2463), such proceedings may be instituted against a foreign corporation having no agent and doing no business in this State, and a receiver of its property in this State may be appointed. (Logan v. McCall Pub’g Co., 140 N. Y., 447.) The policy of this State does not preclude a creditor of such a cor- poration from obtaining a preference upon assets here. (Id.) An assignment for the benefit of creditors, made in this State by an insolvent foreign corporation, valid under the law of its domicile, will be recognized as valid here. (Vanderpoel v. Gorman, 140 N. Y., 563.) Such an assignment is not violative of the provision of the Stock Corporation Law, section 48, which prohibits a transfer or assignment by a corpora- tion in contemplation of insolvency; that provision refers solely to domestic corporations. (Id.) In the absence of any statute or of a by-law of the corporation providing otherwise, such an assignment may be executed by the president and secretary under authority of its board of managers. (Id.) Under the provisions of the Code of Civil Procedure (secs. 2485, 2452, 2458, 2463), in reference to proceedings supplementary to execution, such proceedings may be instituted against a foreign corporation not doing business in this State, nor having any business or fiscal agency therein, or agency for the transfer of its stock, and a receiver of its property in 32 Proor to BE FILED BEFORE GRANTING CERTIFICATE. The General Corporation Law, § 16. this State may be appointed. (Logan v. McCall Publishing Co., 149 N. Y., 447.) The policy of this State does not preclude the creditor of such corpora- tion from obtaining a preference upon assets here. (Id.) Where an attorney rendered professional services to a foreign corpora- tion, under a contract made in the State of New York, and part of such services were rendered in said State, the case is within section 1780 of the Code of Civil Procedure; and there is no merit in the contention that because the price of the services to be rendered under the contract was not fixed by it, there was no contract within the meaning of the section of the Code mentioned. (Robeson v. Central R. R. Co. of N. J., 76 Hun, 444) For said section see Code provisions herein, post. A statute of this State granting powers and privileges to corporations must, in the absence of plain indications to the contrary, be held to apply only to domestic corporations. (In re Estate of Prime, 186 N. Y., 347.) Corporations formed under Insurance Law and Banking Law are required to obtain similar certificates from the Superintendent of Insur- ance and Superintendent of Banks, respectively, before commencing busl- ness. (See Insurance Law, secs. 9, 31; Banking Law, secs. 31, 32.) § 16. Proof to be filed before granting certificate. — Before granting such certificate the secretary of State shall require every such foreign corporation to file in his office a sworn copy in the English language of its charter or certificate of incorporation and a statement under its corporate seal particularly setting forth the business or objects of the corporation which it is engaged in carrying on or which it proposes to carry on within the State, anda place within the State which is to be its principal place of business, and designating in the manner prescribed in the Code of Civil Procedure a person upon whom process against the corporation may be served within the State. The person so designated must have an office or place of business at the place where such corporation is to have its principal place of business within the State. Such designation shall continue in force until revoked by an instrument in writing designating in like manner some other person upon whom process against the corporation may be served in this State. If the person so designated dies or removes from the place where the corporation has its principal place of business within the State, and the corporation does not within thirty days after such death or removal designate in like manner another person upon whom pro- cess against it may be served within the State, the secretary of state may revoke the authority of the corporation to do business within the State, and process against the corporation in an action upon any liability incurred within this State before such revocation, may, after such death or removal, and before another designation is atk Proor to BE Fitep BEFORE GRANTING CERTIFICATE. 33 ta =. cal The General Corporation Law, § 16. made, be served upon the secretary of state. At the time of such service the plaintiff shall pay to the secretary of state two dollars to be included in his taxable costs and disbursements, and the secretary of state shall forthwith mail a copy of such notice to such corpora- ‘tion if its address, or the address of any officer thereof, is known to him. (New provisions added by L. 1892, ch. 687, as amended by L. 1895, ch. 672.) i For forms under this section, see post, forms Nos. 10, 11, 12 and 13. The last amendment was merely the insertion of the words “in the English language” in the fourth line. The Secretary of State has rejected many papers drawn under this sec- tion which in his opinion set forth objects not within the scope of the act, but in only one case has his action been contested in the courts. In this ease a corporation organized under a special act of the Legislature of the State of New Hampshire was authorized to carry on the business of a safe deposit and trust company, and to deal in money and securities. Said corporation desired authority to carry on in this State a portion of the business which it was organized to carry on, and presented for filing papers in which the business to be carried on here was stated to be the purchase and sale of the stock, bonds and other written evidences of indebtedness of public corporations, to wit, stock, bonds and other written evidences of indebtedness of States, cities, villages, towns and other political subdivisions. The Secretary of State refused to file the papers or to issue a certificate for the reason that it being a banking corporation, invested with banking powers, could not do business by authority from the office of the Secretary of State. The corporation applied for a writ of mandamus to compel the filing of the papers. The writ was denied. Decided March 18, 1893, in Supreme Court, Special Term, Third Depart- ment; Herrick, Justice. No appeal was taken. (People ex rel E. H. Rollins & Sons v. Rice.) A foreign corporation applied to the Secretary of State for a certificate of authority to carry on the business of acting as trustee, and also to guarantee contracts. The certificate was refused. In this case the Attor- ney-General, in an opinion dated April 30, 1897, held that where a com- pany proposed to act in the capacity of a trustee the business came within the provisions of subdivision 4 of section 156 of the Banking Law, and that the guarantee feature was a purpose provided for by subdivision 4, section 70 of the Insurance Law; therefore, the purposes set forth were those of a monied corporation, and not within the scope of sections 15 and 16 of this law. The provisions of the Code of Civil Procedure, referred to in the fore- going section, are as follows: 3 34 Proor to BE FILED BEFORE GRANTING CERTIFICATE. The General Corporation Law. Provisions of the Code of Civil Procedure, referred to in the foregoing section. Personal service of the summons, upon a defendant, being a foreign corporation, must be made by delivering a copy thereof within the State as follows: 1. To the president, treasurer, or secretary; or if the corpora tion lacks either of those officers, to the officer performing cop responding functions under another name. 2. To a person designated for the purpose by a writing, under the seal of the corporation, and the signature of its president, vice president, or other acting head, accompanied with the written con- sent of the person designated, and filed in the office of the secretary of state. The designation must specify a place, within the State, as the office or residence of the person designated; and if it is within the city, the street and street number, if any, or other suitable designation of the particular locality. It remains in force, until the filing in the same office of a written revocation thereof, or of the consent, executed in like manner; but the person designated may, from time to time, change the place specified as his office or residence to some other place within the state, by a writing executed by him, and filed in like manner. The secretary of state may require the execution of any instrument, specified in this section, to be authenticated as he deems proper, and he may refuse to file it without such an authentication. An exemplified copy of a designation so filed, accompanied with a certificate that it has not been revoked, is presumptive evidence of the execution thereof, and conclusive evidence of the authority of the officer executing it. 3. Ifsuch a designation is not in force, or if neither the person designated, nor an officer specified in subdivision first of this section, can be found with due diligence, and the corporation has property within the state, or the cause of action arose therein; to the cashier, a director, or a managing agent of the corporation, within the state. (Code of Civil Procedure, sec. 432.) The provisions of this article, relating to the mode of service of a summons, apply likewise to the service of any process or other paper, whereby a special proceeding is commenced in a court, or before an officer, except a proceeding to punish for contempt, and except where special provisions for the service thereof is otherwise made by law. (Code of Civil Procedure, sec. 433.) Proor to BE FiLep BEFoRE GRANTING CERTIFICATE. 35 The General Corporation Law. Proof of service, as prescribed in this article, must be made by affidavit, except as follows: 1. If the service was made by the sheriff, it may be proved by his certificate thereof. * * * (Code of Civil Procedure, sec. 434.) When no designation has been made service upon a special agent is proper if it does not appear that he was not the president or secretary of the corporation or an officer performing corresponding functions, or its cashier, director or managing agent. (Silver v. Western Assurance Co., 3 App. Div., 572.) A designation, under section 30 of the Insurance Law, chapter 690, Laws of 1892, of the superintendent of insurance as the person upon whom service of process may be made in an action against a foreign insurance corporation does not preclude service of summons pursuant to the fore- going section. (Silver v. Western Assurance Co., 3 App. Div., 572; How- ard v. Prudential Ins. Co., 1 App. Div., 185.) In such a case a proper service may be made upon a foreign insurance corporation either under the provisions of the code or the Insurance Law. (3 App. Div., 572, supra.) An agent of a foreign newspaper corporation who signs as its ** eastern representative,” and conducts all its business transacted in the State, is the managing agent of the corporation within the meaning of subdivision 3 of the foregoing section. (Palmer v. Chicago Evening Post Co., 85 Hun, 403.) When the person designated by a foreign corporation cannot be found within the State, a delivery of the summons and complaint to the cus- todian of property attached and a delivery thereof by the latter to the Managing agent of the corporation, who calls the attention of the board of directors of the corporation thereto, is a sufficient service to support the attachment, although the papers were not delivered to such agent with intent to effect a service, and were subsequently returned to said custodian. (Kieley v. Central Complete Combustion Mfg. Co. 13 Mise. R., 85.) Where it appears that a person has been managing agent for a corpora- tion, the burden rests upon the corporation to show a termination of such relation. (Id.) In determining what agents are managing agents under this section of the code each case must necessarily depend upon its own facts. A reas- onable requirement is that the person served should be of sufficient responsibility to render it probable that the company will receive notice of the service. (Coler v. Pittsburgh Bridge Company, 84 Hun, 285.) An agent who has general supervision of a business is a managing agent, although the district in which his powers are exercised may be limited. (Mullins v. Met. Life Ins. Co., 78 Hun, 297; Ives v. Same, 78 Hun, 32.) An agent who merely superintends certain soliciting agents and has no authority to employ or discharge them is not a managing agent. (Schryver v. Same, 29 N. Y., Supp., 1092.) The term “ managing agent’ includes any person holding some respon- 86 Acquisition or Reat Property spy ForrrgN Corporations, The General Corporation Law, § 17. sible and representative relation to the company. (Coler y. Pittsburgh Bridge Co., 146 N. Y., 281.) The term “‘ managing agent”’ imports some person invested by the cor. poration with general powers involving the exercise of judgment ani discretion. Where the foreign corporation has not designated any person as prescribed, the service of a summons upon one having no other con. nection with the corporation than that of attorney of record in an action to which the corporation is a party, gives the court no jurisdiction, (Taylor v. Granite State P. Assn., 186 N. Y., 343; Reddington v. Mariposa L. & M. Co.,19 Hun, 405; Palmer vy. Penn. Co., 35 Hun, 369; Tuchband v. C.& A. R. R. Co, 115 N. Y., 487. See, also, A. & P. Tel. Co. v, B, & O. R. R. Co., 87 N. Y., 355; Pope v. Terre Haute C. &-M. Co., 87 N. Y., 187, Childs v. Harris Mfg. Co., 104 N. Y¥., 477.) Service of summons on the general superintendent of the work of oper- ating the lines of a domestic telegraph company is sufficient as a service on the “managing agent.” (Barrett v. Am. Telephone & Teleg. Co, 188 N. ¥., 491.) § 17. Acquisition of real property in this state by certain foreign corporations.—Any foreign corporation created under the laws of the United States, or of any state or territory thereof, and doing business in this state, may acquire such real property in this state as may be necessary for its corporate purposes in the transaction of its business in this state, and convey the same by deed or otherwise in the same manner as a domestic corporation. (Former sections 12, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) Public policy does not forbid transaction of business in this State by a corporation formed in another State by citizens of this State, for the purpose of transacting business here. (Demarest v. Flack, 128 N. Y., 205.) The courts of this State will not interfere with the internal adminis- tration of the affairs of a foreign corporation. (Fisher vy. Charter Oak Life Ins. Co., 52 Super. Ct., 179; Berford v. N. Y. Iron Mine, 56 Super. Ct., 286.) This section permits corporations organized under the laws of any State or territory of the United States to acquire real estate here for its cor- porate purposes, and convey the same in like manner as a domestic cor- poration. (See Chautauqua Co. Bk. v. Risley, 19 N. Y., 369; Moss v. Aver- ill, 10 id., 449.) Whether a corporation holds real property in excess of the limit permitted by law is a question that can be raised only in a direct proceeding by the State against the corporation. (Barnes v. Suddard, 117 IL, 237.) As to a foreign corporation which holds real estate contrary to law, see Fritts v. Palmer (132 U. 8., 282), and the dissenting opinion therein. The power of corporations to take and hold property is a corporate power and depends upon their charters. The law of this State cannot enlarge or change the powers of a foreign corporation. They are solely those given by the law of domicile. Foreign corporations are permitted by comity to exercise their powers within this State, when not in contra- Proursirion or Banking Powers. 37 The General Corporation Law, §§ 18, 19. vention of our statutes or public policy. (In re Estate of Prime, 136 N. Y., 347.) § 18. Acquisition by foreign corporation of real property in this state —Any foreign corporation may purchase at a sale upon the foreclosure of any mortgage held by it, or, upon any judgment or decree for debts due it, or, upon any settlement to secure such debts, any real property within this state covered by or subject to such mortgage, judgment, decree or settlement, and may take by devise any real property situated within this state and hold the same for not exceeding five years from the date of such pur- chase, or from the time when the right to the possession thereof vests in such devisee, and convey it by deed or otherwise in the same manner as a domestic corporation. (Former section 13, L. 1890, ch. 568, as amended by L. 1892, ch. 687, and L. 1894, ch. 136.) By the amendment of 1894 the provision was inserted extending to foreign corporations the right to acquire real property by devise. Sections 17 and 18 afford no warrant for ignoring the broad and general authority contained in sections 15 and 16. Section 18 may still have an office to perform in limiting the period of time for which a foreign cor- poration, without a certificate from the Secretary of State, may hold land taken for a debt, or purchased at a sale under a judgment or decree; while the necessity for retaining section 17 is not readily perceived. The foreign corporation, which desires to acquire real property, solely for use connected with the transaction of its business here, must, under sec- tion 15, procure the certificate of the Secretary of State as a condition of being permitted to carry on business and, having the certificate, its right to do business as freely as a domestic corporation, necessarily carries with it the recognition of the right to acquire and hold what real property may be necessary for that purpose. Both sections, possibly, were retained in the revision of the corporation laws out of abundant caution. Neither section is a new enactment; but merely the continua- tion of an existing law. Whatever the reason to be assigned for retaining sections 17 and 18, the provisions of sections 15 and 16 contain an authoritative declaration by the Legislature, and no attempt should be made to refine away their comprehensive meaning. It is not the policy of this State to prevent foreign corporations from acquiring and holding real property here, if desired, for the transaction of any lawful business. (Lancaster v. Amsterdam Improvement Co., 140 N. Y., 576.) § 19. Prohibition of banking powers.—No corporation except a corporation formed under or subject to the banking laws, shall by any implication or construction be deemed to possess the power of carrying on the business of discounting bills, notes or other evidences of debt, of receiving deposits, of buying gold or silver bullion or foreign coins, or buying and selling bills of 88 QuaLiFIcaTION oF MremsBers As VOTERS. The General Corporation Law, § 20. exchange, or shall issue bills, notes or other evidences of debt for circulation as money. (Former section 14, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) By the amendment the words “carry on the business of,” in the fourth line, were inserted, and the beginning of the section was changed | from ‘* No corporation which is not a monied corporation shall,” ete, so as to read as above. It is the settled policy of the Legislature to prevent corporations not formed for banking purposes from carrying on, or in any way interfering " with the same. (N. Y. Loan & Trust Co. v. Helmes, 77 N. Y., 64; see, also, N. Y. Life Ins. & Trust Co. v. Beebe, 7 N. Y., 364; Pratt v. Short, 79 N. Y., 448-444.) Certificates of deposit irredeemable within twenty years and bearing interest as loans are violations of this provision. (N. Y. Life Ins. & Trust Co. v. Beebe, 7 N. Y., 364.) § 20. Qualification of members as voters.—At every election of directors and meeting of the members of any cotpora- tion, every member who is not in default in the payment of his subscriptions upon his stock or disqualified by the by-laws, shall be entitled to one vote, if a non-stock corporation, and, if a stock corporation, to one vote for every share of stock held by him for ten days immediately preceding the election or meeting. Every pledgor of stock standing in his name on the books of the corporation shall be deemed the owner thereof for the purposes of this section. The certificate of incorporation of any stock corporation may provide that at all elections of directors of such corporation, each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and that he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them as he may see fit, which right, when exercised, shall be termed cumulative voting. The stockholders of a corporation heretofore formed, who, by the provisions of laws existing on April 30, 1891, were entitled to the exercise of such right, may hereafter exercise such right according to the provisions of this section. No person shall vote or issue a proxy to vote at any meeting of the stockholders or bondholders, or both, of a stock corporation, upon any stock or bonds which have not been owned by him for at least ten days next preceding such meeting, notwithstanding such stock or bonds may stand in his name on the books of the corporation. QuALIFICATION oF MempBers as Vorers. 389 The General Corporation Law, § 20. No member of a corporation shall sell his vote or issue a proxy to vote to any person for any sum of money or any thing of value. The books and papers containing the record of membership of the corporation shall be produced at any meeting of its members upon the request of any member. If the right to vote at any such meeting shall be challenged, the inspectors of election, or other persons presiding thereat, shall require such books, if they can be had, to be produced as evidence of the right of the person chal- lenged to vote at such meeting, and all persons who may appear from such books to be members of the corporation may vote at such meeting in person or by proxy, subject to the provisions of this chapter. A portion of the foregoing section was contained in Stock Corporation Law of 1890, section 54. Other provisions of former section 54 of Stock Corporation Law have been embodied in sections 21, 22 and 24 of this law by L. 1892, ch. 687. Under Laws of 1875, chapter 611, section 26, now repealed, the right of cumulative voting in electing directors was given to the stockholders of every company incorporated thereunder, but this right was eliminated from the statutes by the repeal of said act of 1875 in the revision of 1890. The first sentence of the third paragraph of the preceding section, how- ever, enables stock corporations hereafter organizing to provide in the certificate of incorporation for such method of voting, and the same para- graph in the next sentence restores the privilege of cumulative voting to stockholders of companies heretofore created under the act of 1875. Under this system of voting, minority stockholders, by massing their votes, are enabled to secure representation in the board of directors. Another change is the privilege extended to stockholders of voting upon stock held by them for ten days (instead of thirty) before a meeting or an election of directors. The provision that every pledgor of stock standing in his name may vote, is new. A court of equity has no power to restrain a corporation which has legally purchased stock in another corporation from voting on the stock so purchased, upon allegation or proof that it intends to cause a board of directors to be elected, who, by their action or non-action may injure the interests of the minority stockholders. (Oelbermann v. N. Y. & N. Ry. Co., 77 Hun, 332; but see 150 N. Y., 410.) When the regular stock book of the corporation is not accessible to the directors present it is their duty to provide a new one to enable stockholders to exercise the rights given them by law. (In re The Argus Company v. Manning, 138 N. Y., 557.) If a new stock book has been legally adopted and the inspectors have been enjoined from using it they are placed in the same position as if it could not be found, and have no right to use a former stock book in determining challenges. (Id.) An agreement between stockholders that neither of them will sell, assign or dispose of his stock, without having first given the other an 40 Proxies. The General Corporation Law, § 21. opportunity to purchase, does not preclude the passing of a legal title to stock by a transfer made in violation of the agreement, although the transferee was cognizant of the agreement. Enforcement of specific per. formance of such agreement by a court of equity rests in the discretion of the court. (In re The Argus Co. v. Manning, 138 N. Y., 557.) No stockholder is bound to vote for a larger number of persons than he chooses. (Vandenburgh y. Broadway Ry. Co., 29 Hun, 356.) A corporation acting in good faith, and without notice of rights of others, may treat registered shareholders, as actual owners of. shares standing in their names, but the assignees of shares having possession of the certificates, though holding under unregistered transfers, are not bound by contracts between the registered shareholder, the corporation and all other shareholders which are not within the express or implied powers of corporations, or of their shareholders. (Campbell v. A. Z. Co, 122 N. Y., 455.) An election will not be set aside on account of a mere informality, (In re H. R. R. R. Co., 19 Wend., 185; Partridge v. Badger, 25 Barb., 146.) A shareholder has a legal right, at a meeting of the shareholders, to vote upon a measure even though he has a personal interest therein separate from other shareholders. In such a meeting each shareholder represents himself and his own interests solely, and he in no sense acts as a trustee or representative of others. (Gamble v. Queens County W. Co., 33 N. Y. St. Rep., 90 ; see Richardson v. Green, 133 U. S., 30.) If votes erroneously rejected would, if received, have elected a certain ticket, the election will be set aside. (In re L. I. R. R. Co., 19 Wend. 37; ex parte Murphy, 7 Cow., 153.) When the right of cumulative voting exists by statute it may be enforced by mandamus. (Cross vy. W. Va. C. Ry. Co., 12 So. E. Rep., 1071.) : A corporation organized under the Membership Corporation Law, or under one of the acts superseded by that law, has no right to issue stock and confer upon the holders the right to vote thereon as in stock cor- porations. (Anderson v. Reid, 19 Misc., 95.) Members of such corpora- tions are entitled to but one vote each. (Id.) § 21. Proxies.—Every member of a corporation, except a religious corporation, entitled to vote at any meeting thereof may so vote by proxy. No officer, clerk, teller or bookkeeper of a corporation formed under or subject to the banking law shall act as proxy for any stock- holder at any meeting of any such corporation. Every proxy must be executed in writing by the member him- self, or by his duly authorized attorney. No proxy hereafter made shall be valid after the expiration of eleven months from the date of its execution unless the member executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period. Every proxy shall be revocable at the pleasure of the person executing it; but a corporation having CHALLENGES. 41 The General Corporation Law, § 22. no capital stock may prescribe in its by-laws the persons who may act as proxies for members, and the length of time for which proxies may be executed. (Thus amended by L. 1892, ch. 687.) For forms of proxies see post, forms Nos. 14, 15 and 16. Part of the foregoing provisions were embodied in Stock Corporation Law of 1890, section 54. Other parts of said section 54 have been trans- ferred to sections 20 and 22, respectively, of this law, by L. 1892, ch. 687. The requirement that proxies be executed in writing by the member himself, or by his duly authorized attorney, is new. The special powers to non-stock corporations to regulate the giving of proxies were also added in 1892. A proxy need not be a stockholder. (In re Lighthall Mfg. Co., 47 Hun, 258.) The inspectors of election have no power to try and determine the gen- uineness of the proxies offered to be voted on. If they are apparently the acts of the stockholders, and regular upon their face, that ends the matter, so far as the inspectors are concerned. (In re Cecil, 36 How. Pr., 477 ; see, also, In re White v. N. Y. State Agricultural Society, 45 Hun, 580.) A proxy which merely states the year and month of the election, the day not having been determined when it was signed, is sufficient. (In re U. 8. Cremation Co., 18 N. Y. Supp., 905 ; 46 State Rep., 135.) An irrevocable proxy given to secure a debt is invalid. (In re Germicide Co., 65 Hun, 606 ; 48 State Rep., 294.) § 22. Challenges.—Every member of a corporation offering to vote at any election or meeting of the corporation shall, if required by an inspector of election or other officer presiding at such election or meeting, or by any other member present, take and subseribe the following oath: “Ido solemnly swear that in voting at this election I have not, either directly, indirectly or impliedly, received any promise or any sum of money or anything of value to influence the giving of my vote or votes at this meeting or as a consideration therefor.” If it is a stock corporation, the oath so taken and subscribed shall contain the following additional pro- vision: “That I have not sold or otherwise disposed of my interest in or title to any shares of stock or bonds in respect to which I offer to vote at this election, but that all such shares or bonds are still owned by me,” but if such stock or bonds be pledged, the oath may so state. Any person offering to vote as proxy for any other person shall present his proxy and, if so required, take and sub- scribe the following oath: “I do solemnly swear that I have not, either directly, indirectly or impliedly, given any promise or any sum of money or anything of value to induce the giving of a proxy * 49 Errect oF Fartvure to Exrsot Directors. The General Corporation Law, § 23. to me to vote at this election, or received any promise or any sum of money or anything of value to influence the giving of my vote at this meeting, or as a consideration therefor.” If a stock corpora- tion, the oath so taken and subscribed shall contain the following additional provision: “And that the title to the stocks and bonds upon which I now offer to vote is, to the best of my knowledge and belief, truly and in good faith vested in the persons in whose names they now stand,” but if such stocks or bonds be held as security, the oath may so state. The inspectors or persons presiding at the election may administer such oath, and all such oaths and proxies shall be filed in the office of the corporation. (Thus amended by L. 1892, ch. 687, and L. 1895, ch. 672.) For forms under this section see post, forms Nos, 17 and 18, For form of oath of inspectors and certificate of result see post, forms Nos. 39 and 40. By the amendment of 1895, which took effect May 14, the words “ but if such stock or bonds be pledged, the oath may so state,” were inserted, also the words “ but if such stocks or bonds be held as security, the oath may so state.” The above provisions were embraced in the Stock Corporation Law of 1890, section 54, Other provisions of said section 54 were transferred to the two preceding sections by L. 1892, ch. 687. § 23. Effect of failure to elect directors. — If the directors shall not be elected on the day designated in the by-laws, or by law, the corporation shall not for that reason be dissolved; but every director shall continue to hold his office and discharge his duties until his successor has been elected. (Former section 18, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) Provisions in statutes and by-laws requiring the election of directors to be had on a specified day are regarded as directory, and the election, if not held on the regular day, may be held at a later day, and the direc- tors then chosen, will be directors de jure. (Beardsley v. Johnson, 121 N. Y., 224.) Officers holding over and continuing to act are directors de jure until their successors are chosen. (Phila. & Rdg. C. & I. Co. v. Hotchkiss, 82 N. Y., 474.) The continuous neglect of a corporation for a number of years, to hold any election of officers, affords a proper case for the issue of a mandamus on the relation of a corporator, without proof of a special request. (People ex rel. Walker v. Albany Hospital, 11 Abb. Pr. (N. S.), 43 see, also, People v. Twaddell, 18 Hun, 427; In re Vandenburgh v. Broadway Ry. Co., 29 Hun, 348.) . \ CALLING AND Conpucrine Specrat Exsctions or Direcrors. 43 The General Corporation Law, §§ 24, 25. § 24. Mode of calling special election of directors.—If the election has not been held on the day so designated, the direc- tors shall forthwith call a meeting of the members of the corpora- tion for the purpose of electing directors, of which meeting notice shall be given in the same manner as of the annual meeting for the election of directors. If such meeting shall not be so called within one month, or, if held, shall result in a failure to elect directors, any member of the corporation may call a meeting for the purpose-of electing directors by publishing a notice of the time and place of holding such meet- ing at least once in each week for two successive weeks immediately preceding the election, in a newspaper published in the county where the election is to be held and in such other manner as may be prescribed in the by-laws for the publication of notice of the annual meeting, and by serving upon each member, either person- ally or by mail, directed to him at his last known post-office address, a copy of such notice at least two weeks before the meeting. (Thus amended by L. 1892, ch. 687.) For form of notice of special election see post, form Nos. 19 and 20. Provisions somewhat similar to the above were formerly contained in the Stock Corporation Law of 1890, sections 53, 54 and 55. However, the right of a member to call a meeting in case of a month’s delay or failure to elect directors is different from the old provision, while the provisions for calling a meeting forthwith by the directors was added by L. 1892, ch. 687. As to notice of annual meeting for election of directors of a stock cor- poration, see section 20 of the Stock Corporation Law, post; see, also, section 11 of this law, subdivision 5, second paragraph, ante. § 25. Mode of conducting special election of directors. — Such meeting shall be held at the office of the corporation, or if it has none, at the place in this state where its principal business has been transacted, or if access to such office or place is denied or can not be had, at some other place in the city, village or town where such office or place is or was located. At such meeting the members attending shall constitute a quorum. They may elect inspectors of election and directors and adopt by-laws providing for future annual meetings and election of directors, if the corporation has no such by-laws, and transact any other business which may be transacted at an annual meeting of the members of the corporation. (Thus amended by L. 1892, ch. 687.) 44 QvauiricaTion oF Voters AND Canvass or VOTES. The General Corporation Law, §§ 26, 27. This section was taken from the Stock Corporation Law of 1890, sec. tion 53, and changed in phraseology by L. 1892, ch. 687. As to inspectors, see, also, section 28 of the Stock Corporation Law, post, (See In re Lighthall Mfg. Co., 47 Hun, 258.) § 26. Qualification of voters and canvass of votes at special elections.—In the absence at such meeting of the books of the corporation showing who are members thereof, each person, before voting, shall present his sworn statement setting forth that he is a member of the corporation; and if a stock corporation, the number of shares of stock owned by him and standing in his name on the books of the corporation, and, if known to him, the whole number of shares of stock of the corporation outstanding. On filing such statement, he may vote as a member of the corporation; and if a stock corporation, he may vote on the shares of stock appearing in such statement to be owned by him and standing in his name on the books of the corporation. The inspectors shall return and file such statements, with a certi- ficate of the result of the election, verified by them, in the office of the clerk of the county in which such election is held, and the persons so elected shall be the directors of the corporation. (Thus amended by L. 1892, ch. 687.) For form of sworn statement of voter see post, form No. 21. This section is part of section 58 of Stock Corporation Law as enacted in 1890, with verbal changes to make it apply to different classes of corporations. The right to vote is determined by the transfer books which are con- clusive upon the inspectors. (See People v. Tuthill, 31 N. Y., 550.) For form of inspectors’ certificate for filing in county clerk’s office see Stock Corporation Law, section 28, post. § 2%. Powers of supreme court respecting elections. — The supreme court shall, upon the application of any person or corporation aggrieved by or complaining of any election of any corporation, or any proceeding, act or matter touchifg the same, upon notice thereof to the adverse party, or to those to be affected thereby, forthwith and in a summary way, hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and establish the election or order a new election, or make such order and give such relief as right and Justice may require. (Former section 15, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) For form of petition to set aside election of directors see post, form No. 2%. Q Powers or Supreme Courr Resprcrine Exxcrions. 45 The General Corporation Law, § 27. A trustee of an estate who, despite the protests of his co-trustee, votes upon the estate stock in favor of himself as director, thereby disfranchis- ing such stock is guilty of a breach of trust, and will not be permitted to derive personal profit therefrom. (Matter of Elias, 17 Misc., 718.) Where one set of trustees claim to be de facto in office, and have pos- session of the corporate books and assets, and it appears that a rival board of trustees, claiming to be such trustees de jure, are seeking to obtain possession and control of the corporate assets, a court of equity will interfere, not to decide who are the legal trustees, but to prevent an unseemly struggle for possession between the rival boards of trustees ; and, on a proper case being made, a court of equity will interfere by injunction and restrain the claimants out of possession from interfering with the possession of the corporate books and assets till the title of the rival claimants to office as trustees can be properly adjudicated upon either in an action at law or by a proceeding in the nature of a quo warranto, or by the summary proceeding provided by section 27 of the General Corporation Law. (Model Building and Loan Ass’n v. Patterson, 12 Misc. R., 400.) But the granting of such injunction is not to be con- strued as in any manner passing upon the validity of the claim of either set of claimants to the trusteeship which they claim to hold. (Id.; Reis v. Rhode, 6 Civ. Proc. Rep., 406 ; Ciancimino v. Man, 1 Misc. Rep., 121; 48 N. Y. St. R., 697, and cases cited.) Only some person whose rights have been infringed and who is justly entitled to complain may institute proceedings under this section. (In re Syracuse C. & N. Y. R. R. Co., 91 N. Y., 1.) Upon an application under this section the court may go behind entries in the transfer book and determine whether a transfer appearing thereon was a sale or only a pledge. (Strong v. Smith, 15 Hun, 222, aff’d 80 N. Y., 637.) The object of the section is to provide a summary mode of redressing a wrong done at an election of the officers of the corporation. The provision as to notice does not make it necessary to notify all the stockholders. Notice to the persons who claim to be elected and to the corporation is sufficient. (In re Schoharie Valley R. R. Co., 1 Abb., N. S., 894.) The corporation must be a party and is entitled to notice. (In re Pioneer Paper Co., 36 How., 111.) This proceeding and the one under the Code (secs. 1948-1956) are exclu- sive of all other methods of testing the legality of an election. (W. 8S. R. R. Co. v. Hay, 14 Abb. N. S., 191.) All the persons complaining should be named and the alleged irregulari- ties set out. (In re Mohawk & H. R. R. R. Co., 19 Wend., 135.) The objections upon which the proceedings are based should be taken at the time of the election. (In re Lighthall Mfg. Co., 47 Hun, 258.) See, also, People ex rel. Putzel v. Simonson, 61 Hun, 338 ; Matter L. I. R. R. Co., 19 Wend., 87; In re U. S. Cremation Co., 46 N. Y. St. R., 135 ; Vandenburgh v. Broadway Underg. C. Ry. Co., 29 Hun, 348.) The fact that another party is joined, without authority, as petitioner with a stockholder, does not affect the right of the latter to have his petition heard. (In re Argus Company v. Manning, 188 N. Y., 557.) An order to show cause in proceedings under this section may be granted by a justice of the Supreme Court out of court. (Id.) The receipt of 46 Sray or ProcEEpDines; Quorum or Directors, Ero. The General Corporation Law, §§ 28, 29. illegal votes in favor of one who has received a majority of the legal votes cast will not defeat his election. (Id.) The fact that one holds stock subject to the enforcement of an equitable remedy does not interfere with his legal title, nor preclude the corporation from according to him all the rights of a stockholder. (Id.) In determining who are stockholders the court will not be bound by the transfer book. (Strong v. Smith, 15 Hun, 222.) § 28. Stay of proceedings in actions collusively brought.— Tf an action is brought against a corporation by the procurement or default of its directors, or any of them, to enforce any claim or obligation declared void by law, or to which the corporation has a valid defense, and such action is in the interest or for the benefit of any director, and the corporation has by his connivance made default in such action, or consented to the validity of such claim or obligation, any member of the corporation may apply to the supreme court, upon affidavit, setting forth the facts, for a stay of proceedings in such action, and on proof of the facts in such fur ther manner and upon such notice as the court may direct, it may stay such proceedings or set aside and vacate the same, or grant such other relief as may seem proper, and which will not injur- ously affect an innocent party, who, without notice of such wrong- doing and for a valuable consideration, has acquired rights under such proceedings. (Former section 16, L. 1890, ch. 563, as amended by L. 1892, ch. 687.) A person applying for a stay of proceedings under this section is not entitled to the same if he fails to show that the actions were collusively brought in the interest, or for the benefit, of a director of the corporation. (Matter of Gardner, a stockholder of the Walker Tailoring Co., 86 Hun, 30.) As to what matters are sufficient to constitute a cause of action. (Phenix Nat. Bk. v. A. B. Cleveland Co., 34 N. Y. St. Rep., 498; Meyers v. Scott, 20 N. Y. St. Rep., 35.) When injunction pendente lite is proper. (Hoyt v. Malone, 31 N. Y. St. Rep., 739.) When resident stockholders may maintain action to restrain foreign corporation. (Ives v. Smith, 28 N. Y. St. Rep., 917; see Rogers v. Phelps, 31 N. Y. S. R., 872.) Where a contract of a corporation was voidable, as a scheme concocted by the directors, but all the members of the corporation assented to such contract, no fraud was practiced upon the company. (Barr v.N. Y., L. E. & W. R. R. Co., 125 N. Y., 263; see, also, Thomas v. Mus. Pro. Union, 121 N. Y., 45.) § 29. Quorum of directors and powers of majority.—The affairs of every corporation shall be managed by its board of direc- tors at least two of whom shall be residents of this state. Unless Quorum or Direcrors anp Powers or Masortry. 47 The General Corporation Law, § 29. otherwise provided by law a majority of the board of directors of a corporation at a meeting duly assembled shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Subject to the by-laws, if any, adopted by the members of a corporation, the direc- tors may make necessary by-laws of the corporation. (Thus amended by L. 1892, ch. 687.) Prior to amendments of 1892, a majority of the directors were required to be residents of the State. (See note to sec. 20, Stock Corp. Law, post.) Section 11, subdivision 5, ante, provides that by-laws adopted at a meet- ing of the members of the corporation, shall control the directors ; also that a by-law regulating election of directors or officers must be published. As to quorum, see, also, Statutory Construction Law, section 19, post. The liability of directors of a corporation on the ground of negligence extends only to the damages sustained by the corporation as the natural and proximate result of their acts or omissions. (Bloom vy. Natl. United Benefit Sav. & Loan Co., 152 N. Y., 114; aff’g 81 Hun, 120.) When a trustee or the officer or director of a corporation deals with himself as an individual, or in the character of trustee, director or officer of another corporation, with respect to the funds or property of the cor- poration, the transaction is at least open to question by the corporation, or, in a proper case, by its stockholders, and the trustee is bound to explain the transaction and show that no undue advantage has been taken by him of his position for his own advantage or the advantage of some other corporation in which he has an interest. (Sage v. Culver, 147 N. Y., 241.) Where a majority of the directors of a corporation, holding a majority of its stock, agreed to so vote such stock that at all elections of directors three persons to be named by one director and two persons to be named by two other directors should be duly elected; that such majority directors should be continued in office, with a right of substitution in case of their death or resignation ; that, whereas, theretofore but one of them had been paid, and he a salary of $2,500, he should thereafter receive a salary of $5,000, and that salaries should be paid to the two other of such majority directors as officers of the corporation, to each a salary of $2,500 ; held, that such agreement constituted an unlawful combination and an abuse of trust. (Snow v. Church, 13 App. Div., 108.) Where it'can fairly be gathered from all the allegations of a complaint that the officers and directors of a corporation have made use of relations of trust and confidence in order to secure or promote some selfish interest, enough is then averred to set a court of equity in motion to require an answer from the defendants in regard to the facts. (Watkins v. Watkins & Turner Lumber Co., 11 App. Div., 517; Sage v. Culver, 147 N. Y., 241; O’Brien v. Fitzgerald, 143 N. Y., 377.) A contract pertaining to the ordinary business affairs of a corporation made by its directors with a third party cannot be revoked by the stock- 48 Quorum or Directors anD Powers or Masoriry. The General Corporation Law, § 29. holders. (Genesee Valley & Wyoming Ry. Co. v. Retsof Mining Co., 4 Misc., 187.) To warrant the interposition of the court in favor of the minority shareholders in a corporation or joint-stock association, as against the contemplated action of the majority, where such action is within the corporate powers, a case must be made out which plainly shows that such action is so far opposed to the true interests of the corporation itself as to lead to the clear inference that no one thus acting could have been influenced by any honest desire to secure such interests, but that he must have acted with an intent to subserve some outside purpose, regardless HI! of the consequences to the company and in a manner inconsistent with its | interests. (Gamble v. Queens Co. Water Co., 123 N. Y., 91; Flynn y, Brooklyn City R. R. Co., 9 App. Div., 269.) Where a person makes a promissory note in the name of a@ corpora- tion he impliedly warrants that he has authority to do so, and, if he has no such authority, he is liable upon the implied warranty for the damages which have resulted from the breach. (Miller v. Reynolds, 92 Hun, 400.) However, such liability does not accompany the transfer of the note unless the claim arising out of the implied warranty is also assigned to the transferee of the note. (Id.) Ordinarily the court will not interfere with the control of a corpora- tion by its directors and a majority of its stockholders, although the directors may have acted unwisely and not for the best interest of the corporation they represent ; to justify such interference on the applica- tion of a minority of the stockholders, it must be shown that the action — of the governing body has been so clearly against the interests of the minority of the stockholders as to amount to a wanton and fraudulent destruction of the rights of such minority, and that such action is a clear, substantial and flagrant violation of their rights. (Hart v. Ogdensburg & Lake Champlain R. R. Co., 89 Hun, 316.) Although it is not every question of mere administration or of policy upon which there might be a difference of opinion that would justify the minority in coming into a court of equity for relief, yet, when the action of a majority of the stockholders of a corporation is fraudulent or oppres- sive to the minority shareholders, an action may be maintained by the latter, where the contemplated action of the majority is so far opposed to the interests of the corporation as to lead to a clear inference that such action is with an intent to serve some outside purpose, regardless of the consequences to the company and inconsistent with its interests. (Gamble v. Queens Co. Water Co., 123 N. Y., 91.) When one corporation obtains control of the board of directors of another corporation, and, thereafter, without consideration, obtains the property of the latter corporation, and so arranges its affairs as to render all the shares of its stock, other than those held by the controlling corpo- ration, valueless, a stockholder of the corporation which has been thus dispoiled, may maintain an action to redress the wrong done to his com- pany. (Pondir v.N. Y., L. E. & W.R.R. Co., 72 Hun, 385 ; Farmers’ Loan & Trust Co. v. N. Y. & Northern Ry. Co., 150 N, Y., 410 ; Sage v. Culver, 147 N. Y., 241; Barr v. N. Y., L. E. & W.R. R. Co., 96 N. Y., 444.) An officer and director sustains a trust relation toward the corporation, Quorum or Directors Anp Powers or Masorrry. 49 The General Corporation Law, § 29. and is prohibited from dealing individually with himself in his trust capacity ; such transactions are voidable at the option of the interested parties, whether fair or otherwise. (Steinway v. Steinway, 2 App. Div., 301 ; Davone v. Fanning, 2 Johns. Ch., 251; Munson v. 8. G. & C. R. R. Co., 108 N. Y., 58.) If the contract entered into is in all respects just as between the parties, and all of the shareholders and directors or trustees are competent to assent, and with full knowledge of the terms of the contract, do assent and direct that it be made, it is binding on the corporation, and cannot be avoided by its shareholders. (Welch vY. I, & T. N. Bank, 122 N. Y., 189 ; Hotel Company v. Wade, 97 U. S., 23.) Where a corporation is wholly within the grasp of the trustees and its management is conducted for their pecuniary profit and advantage to- the destruction of the interests of the stockholders, the court will inter- vene to afford such relief as may be necessary. (Watkins v. Watkins & Turner Lumber Company, 17 Misc., 227.) An action by a stockholder for relief against the misconduct of the trustees, where an accounting is asked, should cover all acts of the trustees, whether active or passive, which come within the purview of the mismanagement. (Id.) While directors may pot properly vote to discontinue an action when they are personally interested as defendants, yet a majority of the stock- holders may do so. The latter are not disqualified to vote on a question at a shareholders’ meeting because of an interest in the result. (Socorro Mountain Mining Co. v. Preston, 17 Misc., 220 ; 40 N. Y. Supp., 1040.) A contract made with a corporation by one of its directors is not void, but voidable at the suit of the corporation or of its stockholders, if it refuses to sue. Such a contract will not be set aside, unless it appears that it is one which ought not to have been made, and by means of which the director has imposed upon the company, or taken advantage of his position to get from it a larger compensation or greater profit than he ought. (Strobel v. Brownell, 16 Misc., 657; Barr v. N. Y., L. E. & W. R. R. Co., 125 N. Y., 263.) Directors may select an executive committee and give it power to transact the business of the company during intervals between meetings of the board, and such committee may delegate one of its number to do ministerial acts, indorsing checks, ete. (Sheridan El. Lt. Co. v. Chat. N. Bk., 127 N. Y., 517.) The directors are vested with no title to the corporate property ; they have legal privity with the corporation only, and for the consequences of their malfeasance or want of due care their liability is to it, and it is only on the refusal of the corporation to sue that a stockholder, by virtue of his equitable interest, may do so on behalf of the corporation for the ulti- mate benefit of himself and other stockholders, making the corporation a party defendant ; and then the action must necessarily be in equity. (Empire State Sav. Bk. v. Beard, 81 Hun, 184 ; and cases cited.) A right of action, in equity, by a corporation against its directors has been recog- nized for loss of corporate property, occasioned’ by breach of their fiduciary obligations, whether arising from malfeasance or culpable negli- gence, (Id.) As between the directors and stockholders a trust relation exists, and that of the latter is deemed the relation of cestui que trust. (Id.) 4 50 Quorum or Drrecrors anp Powers or Masorrry. The General Corporation Law, § 29. Where the board of directors, at a meeting thereof, authorize proceedings for the voluntary dissolution of the corporation, and an attorney is employed who takes the requisite action to accomplish such dissolution, the proceeding is that of the corporation, and the directors are not personally liable to the attorney unless by special promise they undertook to pay him for his services. (Drew v. Longwell, 81 Hun, 144.) The directors are the managing officers of a corporation, and are pri- marily liable to it for losses occasioned by their negligence, for which it has a remedy by action at law. Their legal privity is with the corpora. tion only, but when a corporation refuses to sue for such cause, or when it is controlled by directors who are charged with liability, and, therefore, may be supposed not to permit a faithful prosecution of themselves, a shareholder may bring an action in equity for the requisite relief, in which action the corporation must be made a party defendant. (Bloom v. Nat. United Benefit Sav. & Loan Co., 81 Hun, 120.) Directors must exercige the same degree of care and prudence that men prompted by self-interest generally exercise in their own affairs. (Id.) While it is the duty of courts to protect corporations from unauthorized acts of its officers, yet when directors permit its officers to hold themselves out as clothed with full power to manage all its affairs for a long time, and thus lead innocent persons to contract with them, they cannot repu- diate such contracts by invoking a by-law which they had allowed to fall into disuse. (Parmelee vy. Associated Physicians & Surgeons, 11 Misc. R., 363.) Where a corporation consists of a small number of persons, it may trans- act business by conversation without the formality of resolutions. (Hall v. Herter Brothers, 83 Hun, 19.) The board may delegate its authority to agents, or to a quorum com- posed of less than a majority of the number. (Hoyt v. Thompson’s Execu- tor, 19 N. Y., 201.) All powers directly conferred by statute, or impliedly granted, of neces- sity, must be exercised by the directors who are constituted by the law as the agency for the doing of corporate acts. (Beveridge v. N. Y. E. B. Co., 112 N. Y., 22 ; Leslie v. Lorillard, 110 N. Y., 536 ; People’s Bank y. St. Anthony R. C. Church, 109 N. Y., 512.) Corporate powers must be exercised by the directors, subject to the general law and the by-laws of the corporation. They have the fullest power to regulate the concerns of a corporation. (Beveridge v. N. Y. B. R. Co., 112 N. Y., 23.) No director can vote at a meeting of the board of directors by proxy. (The Craig Med. Co. v. The Merchants’ Bank of Rochester, 59 Hun, 561.) The business of a corporation must be carried on by the board of direct- ors, but such board may appoint an executive committee of its own mem- bers with power to transact its business during the intervals between the meetings of the board. (Olcott v. Tioga R. R. Co., 27 N. Y., 546 ; Sherl- dan Elec. L. Co. v. Chatham Nat. Bank, 40 State Rep., 313 ; 127 N. Y., 517.) A director or stockholder of a corporation is not chargeable with actual knowledge of its business merely because he is a director or stockholder. (Rudd v. Robinson, 36 State Rep., 501.) A director of a corporation is not exactly in the position of a trustee Directors as Trustees 1n Cass or Dissouution. 51 The General Corporation Law, § 30. having the title to property held in trust for another. He has no title to the property of the corporation. The title is in the company itself. (Pres- ton v. Loughran, 34 State Rep., 393.) A director is not excluded from dealing with a corporation. (Id., 395.) He can loan money to it and become its creditor, and he can receive by the act of the corporation security for his debt. (Id., 395.) He may foreclose a mortgage against the corporation, and may protect himself by bidding at the sale. (Id., 395.) , A director can not, while serving as such, divest himself of the knewl- edge which he has acquired in confidence of corporate affairs or of the value of corporate property, nor be allowed to use it to his own advan- tage. (Hoyle v. Plattsburgh & Montreal R. R. Co., 54 N. Y., 329.) The relation existing between a director and the corporation is that of trustees. (Butts v. Wood, 37 N. Y., 317.) A director can only become the purchaser of property of the corporation subject to its right to elect to disaffirm the sale and demand a resale. (Hoyle v. Plattsburgh & Montreal R. R. Co. 54 N. Y., 329; see, also, Bulkley v. Whitcomb, 121 N. Y., 107; Gardner v. Ogden, 22 N. Y., 332; Kelsey v. Sargent, 40 Hun, 150; citing, 38 N. Y., 201; 39 N. Y., 202; 37 N. Y., 317; 73 N. ¥., 511; 54 N. Y., 314; 56 N. Y., 486; 103 N. Y., 58; 41 Hun, 189.) ; The trustees (or directors) of a corporation have no separate or individ- ual authority to bind the corporation, and this, although a majority of the whole number acting singly and not collectively as a board should assent to the particular transaction. Such action must be taken at a formal meeting of the board duly assembled as such. (People’s Bank v. St. Anthony’s Church, 109 N. Y., 512; affirming, 39 Hun, 498.) § 80. Directors as trustees in case of dissolution.—Upon the dissolution of any corporation, its directors, unless other per- sons shall be appointed by the legislature, or by some court of competent jurisdiction, shall be the trustees of its creditors, stock- holders or members, and shall have full power to settle its affairs, collect and pay outstanding debts, and divide among the persons entitled thereto the money and other property remaining after pay- ment of debts and necessary expenses. Such trustees shall have authority to sue for and recover the debts and property of the corporation, by their name as such trustees, and shall jointly and severally be personally liable to its creditors, stockholders or members, to the extent of its property and effects that shall come into their hands. (Thus amended by L. 1892, ch. 687.) This section consolidates former sections 19 and 20, and re-enacts their provisions unchanged. For new proceedings for the dissolution of corporations without making application to the court, see section 59 of the Stock Corporation Law. 52 Dreecrors as TrRusTEEs In Cass or Disso.urion. The General Corporation Law, § 30. For provisions as to judicial proceedings for voluntary and involuntary dissolutions, see Code Civil Procedure, sections 1784-1813, 2419-2431, post, This section is not applicable to a foreign corporation. (Wamsley y, H. L. Horton & Co., Ltd., 12 App. Div., 312.) After the term for which a corporation was organized has expired, its assets, under the foregoing section, shall be held by the directors as trustees for its creditors and stockholders with full power to close up its affairs. (People ex rel. Haberman v. James, 5 App. Div., 412.) Where a corporation by the laws of the State of its incorporation, is in effect continued in existence after the expiration of the term of its charter for the purposes of suits by it to collect its debts, the provision that upon dissolution the directors or other persons appointed by the Legislature, or by some court of competent jurisdiction shall be the trustees of its cred. itors and stockholders, with authority to sue for and collect its debts, has no application. (The O'Reilly, Skelly & Fogarty Co. v. Greene, 18 Misc., 423.) A cause of action for injuries caused by negligence of a corporation survives its dissolution, and the action may be maintained against its directors. (Marstaller v. Mills, 143 N. Y., 398.) The Legislature intended by this provision that the corporate property should be held and administered upon by the directors, where other per- sons were not appointed, for the purpose of its distribution in the settle. ment of all existing claims upon it, whether the claimant was a creditor in the legal sense or not. The term “ creditor,” in view of the evident purpose of this act, includes persons to whom the corporation was under any enforceable obligation, as well as those to whom it was indebted. (Marstaller v. Mills, 143 N. Y., 398.) When the term of existence of a corporation expires no dissolution by the court is necessary. (Sturges v. Vanderbilt, 73 N, Y., 384; People v. Walker, 17 N. Y., 503.) Upon the dissolution of a corporation, its real property does not revert to the grantors thereof, but passes to the trustees under this section. (Heath v. Barmore, 50 N. Y., 302.) Upon the dissolution of a corporation, its remaining directors become vested with the title to its property and responsible to its creditors and stockholders for the value thereof. (People v. O’Brien, 111 N. Y., 1.) Upon the expiration of the charter, the title to the corporate property vests in the directors then in office, in trust for the creditors and stock- holders. (Central City Savings Bank v. Walker, 66 N. Y., 424 ; see London I. F. Co. v. Terbell, 48 N. Y., 427.) This section expressly limits the liability of the directors as trustees to the extent of the property and effects that shall come into their hands. (Hoffman v. Van Nostrand, 42 Barb., 174.) A corporation which has been enjoined from the exercise of its cor- porate franchises and deprived of its property, and thus has ceased to exist for all practical purposes, is not thereby actually dissolved. Until a judgment dissolving it is rendered, creditors may proceed by suit against it, unless restrained by injunction, and its stockholders do not cease to be such. (Kincaid y. Dwinelle, 59 N. Y., 548 ; Decker v. Gardner, 124 N. Y., 339,) Forreiture For Nown-vsEr. 53 The General Corporation Law, § 31. The assets of a corporation, upon its dissolution, become a fund for the payment of its debts, including those to mature as well as accrued indebtedness, and all open and subsisting engagements entered into by the corporation. (People v. National Trust Co., 82 N. Y., 283.) The foregoing section empowers the directors of a corporation to act as trustees for the settlement of its affairs in case of the termination of the existence of the corporation by limitation, or in case of a dissolu- tion, when no other persons are appointed by the court or Legislature to act as trustees for the purpose of winding up its affairs. A corporation cannot cease to exist of its own will; its life continues until either the charter period has expired or the court has decreed a dis- solution. (People v. Ballard, 134 N. Y., 269; id., 186 N. Y., 639.) 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Speade ene nae TA viata onaaraaaies i, Oy a LBB. cccetane wid wigs aide ate ABN eos c wack ach tiened ane All TBD S oi ive nearing ie DOD iccsrcecansesia teeta eiee All TBS Be sieersintecasiispaee w oreeese 626s ciecciae cigars so All NB OA oe itn iasitel alates aries ae ghcalibs a erica ar ante eal et All 1854 vos sae eas wee ai Bile bomen All D854 xe ed nace ecigials VAD ec cnine away ane ae All UB Ase. iis) sistdibnitey ac pease eMeoas AVA Ss sce ceigieslsa io coriaucar aviet aoa All LS OA sci geenceiers iG uw laleqenee DBD swede aig ak eaduens ona All LB54 se us gweramc a gars LOO ea gustes ed eectiekielas All NGOS lea tears wotewtwe sixes DO? a ssi eee wie lie asian All 1854.2 seas ease nea B12. caciwen vanes wa All UB Bi iiss ctr laideha sehahiers tana BOM siasaehiateahonn ede eitacaisya os All NBD OD weunreus aomrteriaw oe DOD ara sasisce dons Avadouacaiaceecw All TS DE sedan aigin neces OO ce ssreiieicsuid iovisnassarat seividras All LS DD sc sasiorale wa miaters asses AS a,c Wiararirn Se mineeas All T8658 ie ean aaaae ans ABD esos wie gate ew we All LSD bsi es neta tieiewinn BO Dig Bai cities eopseareane All LSD Se cansthe wa caia saber ters DAG iaialecesebtaradeiensnsonecs All LBD Dissiaabiavas ats sn ctaiien toes DOO sais Mes. @are All 185 Ge ace scaceraieraiare ae soar OO sa seme Wacereuies All VEST occa cdiiaenaeaes Wie secre exw Rew SS All NBD (ideoich iS fonane vatasareteeds BB cisvalnd eee ee All IDS] oeekaewn nace wes VSD eteresk seco oae suaneraians All LBD (es jsiaraes wraarannk eee eaie QOD ss able tascdene easicetaean de All B57 oa tinea wine entrees 962s womeace a walenins All LOST aienca awaits BA, oo sc.a ese eee emia aol All T he General Corporation Law. Laws of 1857.... ea. A idee sonar 55S..... “All assent ee cae is an Da ee Best 4c, baled Fai eS aaereeeenene LA es canciuts a DF sanessencenev: doe, Cats a Ne a ers eT ai Leen e eee So ciaccicset wien oen aa a emanates ae at PO caaceetrtane To oo sox dcsettannceattes aa ABD) ienarnetosnese ATARI aR a HAND emvess tease Be cat tea eras ee INU cron 8 co im meres PU ihc cushartlese ai ED sesaccncsrents Cees a ANGL seauernenss OO eaten a BEDE ensisnncean sea Demet acenlety i Lie cane neat DAG. «ing sueeucsaee a 1 etna tete WE eae ty a the ai Ape eset A Ree, a ABO aa exnyseonae eee Ae ep eesti: a TROD orueconsnovee~s Re asl oad a BBO ge mcnmnem et Bice «ieee seca a lee eee eee TEE carn cre anb'n coretann “ai Ee oeeceonen BAG bin cuccinmsies ai ee ean ee ai HOA ea sacrdetere Be ued adcuane LBB enocsravacets a BP aintas hceteictaae 7 LBM nye owssuasree HEY ucnncnomesen oi LS hen tise BM ack degc ac gaaet a I ei teeaa iat tye oh ae Eee ae ee B07... scseecccceess a Stes eta Pie tacits einen ro Beats: nose GD seo ais sceacnnanis a nn Gihadc dese a LAB cnennssstenene: DN sasdcc oy ruses TaDeesdnosscenivens Beene t i; ep renin Oe hak ee onic 7 peamcasieoe Ps mtrinariecanewed i herein AN. So in e 0) t riginal law, 8} 2 although erroneously print 1823 ‘h ed as 23 in the Session Laws of 198 #*So in the original aw, ough erroneously printed as 186 i J alth h tet 6 in the S J y tl ession Laws of 18% ScHEpuLe or Laws Reprarep. The General Corporation Law. Laws of Chapter Sections, LSC Gers seen ede wuielage es (80 cea scumeemyaawss All, L866 dcuawiasvices Oeuess HOD ert gales gears oe es All 18663. cciewes ss eieecsis SSS wcscdsis Sanka nel cieeiees All BO (ractdona wit revavamna vera eroes DOR ep aera Se aietans All 1861 wavcobeye ewww’ AD a cgarerincinmursmme All [80 aewis ened aware DAG ers fat Wear arnhes alg eter All ISG) in acceese enema ss DBA seeds. seieenisiace enw All L8G (eaiacsaves wade west ALO sings Soe neets All 186 (sey cosas seranaacite AS OS ce uaig eee areas All TSO? pany ewiewg Suox we we DOD cise gree ieranene sate re All W867 svcwre wean cee mee CUD wits Rae ea ae All VSG se aiceeie nee leans G06 wevves ecmdisn s oe All TSO siesccpteve ca dnaa seuss DS Mehatasd avevescha valde wiaeionn All TSOR ioe baie ciayie caine DOO so anshessipaneiadaictetre es All 186% casera vcinercsrauewee OT Aa ists eiese tg rmiariarat tea are te All 1868 sccciawewssawes QDS s wind dee wansre sw All DBO stars cee caver heave 290 i piawis wis eine eee All TB68).c). alas Gaia eeu DC iciichitsceca ets Gaon Sle All 1868 wre cescsre grease cars GO Livcefonet tee alee All DBCS oi sie searerensy ew aie DAA cides tein tare. ened dass All 1869. ccs ceewe ees eauie DO a erarsiay cow Rewistel eles All VBC Ook Se eieiena niece teas GOS cena ecie cman ce% All TSO Odie ctirnesieties nen TOG ok eames were eas All TB 69 scene pare gears was BA ca as sidevaueria eater th Pine All USGS sco Siar thane y ater Gas ON. is Steere rce: Gg gh ee 25 be ae All ISTO cmdave naan satiny LA eins selma arse’ All IB20 sea eiievsaea cones V3 oe aie eee Qarns awe All VOTO a isiacates oie aeccpes’s erlelate B22 o iaa saa ee win a wate All VSO. sige tiered ae eeets BIA Diindces ai aay bisects ReaHS All SO scx de or ane tebe ar aaa DO Biss 5.15.) gredaraea aPel ee All 1S LO vadenuiee ners es ars OUD se a wicges Sate riers Sas a All IST ce sads cae eccenieas Oe icf Satie te Breanne Seeds All LSA ae ewes acecue dears ceslcaitte ABT ois eeectioe ea awe All TST, seas ccegidcey.eexeae DOO aielal We ghavaa ey aieate All BS Lipsccae ave keersionntaneie at’ DOO gisierad crate Ko ees All LSTA swisieawealsia ve wate Oot iimiion eee ss oe All ABUL ccetigi Bacher es Syebsatitacs COO inca y denies All US eas ots waka oe GOT a euseace Bia vata codec tia tek All AB Le sa cies Spetiat or yNorewars OBS e ied nena wire dadina All VQ iscea cis aren gaia e ferin SLiicibe wacawnewiavers ais All 66 ScHEDULE or Laws REPEALED. The General Corporation Law. Laws of Chapter Sections. DS 72S Acai aispaa Suara L228 sic a cea eine ane All. DSY2 oi ccns irene kia 146. oot as All DGD, auihe a bsu chee S DES diego seaiels All 1802 sew iet oka eaeets 288.0 6k O Ss KC ANE ES All UBD eae sins SaeeOcacer SO Osh sitar e deseo apna a eda All LS Oes cece geod ie Masters OU Ais Bears oc aoa ees All S72 venice sateca ietaeteces AIG 6 89 Kaa eR OS All LST De ok tetra Arter ated GODS Sik ero ete ice toes All VS TDs ois sea eines Gi eieks GA cgscnaied aire ae aay All VOT Dies iss ete anes canter TA Dslr yeep eaac ies All VO TD A: dacs De tie eetiaes DOU aie ieee matador ities All. UO estoy bh whew areca SOU Hew an S ae wasn Oa All, except 20. UB Tis dean ahihees Cae nn Be alia de hoes ath eeusia ead All. IB UD a washes gene ea anes BAS ek beth einke kes All STB ae od ew once DD Marie de cet eauaten are whe a All LSS Sctee anes aees SO Dis asics etedele aeavavastoe secs All TSS eceek od wea ABD ise eels as Bae aS All LBS itches 5s Riceenes BAO ico e rer statecevewanig All TBS yaw oe wastes RASS ACO sorceuiais coun widows All 1BT8 wigs take ee aes OG iasecwaw en eee All NS 18 sikh] aittssa swore LO 2 piece haw atacateeretnnes All NBS she svete Wee eas hasten OU ae etd do hae sia arts All LETS yc.6 38a iene arease x BIE sas nes, Hea eodee pe Gue All STA puiaar ing ween tetera MGs G8 etre sg eipeg he at ara All LSTA: hin aee wees Oc ere ear ee ae All VS (Ae aaieist a teats biereso oes A Ss ce eek ea ade Sete Kafe All IBTA sce a thee tiGveau PAO ye aitee wave wae Bids All BTA i one a ks oe tan 288 bcos wea exw Sa wes be All HS TA Rs eta oS andar 430) wane Doe Is odie All LS TOs hea ed oem Sic Sabie ues ie asta des All VST See ey eS Dolio wl oes ne ee hn All TS Todos ace ea werearae OO atotat lites Baars All DBAS ii hte 03 oa ohentae Mesa aa DO Biss scatettn ioe Wie ney All VBC Die con acs arses neler daeikes LIS Saeed eee de ae All UBT Dic leckicihe recessive kerpeale LD see eet ch ea a Tea All OTD cd Mica enil og TO aaa etic tite op Siete All VST Oat eae wie we DOD ets eesti release Bis All TOT De carewe wate ets DIB ise de ateckaby ca seiels All DST Dies ia alae cane ZDO tes detalh ji aweeee- as All LRT Gu BA Girt riehiai aie watouras All AB (Bic. o Xena edie BO4s wie aewel sis ewes All DOH Beco: sets Sop tnkca ta doralelgs O94 cadionn Cae TRS All TS (Dstiou wera suae-wudtareess DTA rac oisareres wnanaeiae All VB 7 Dicer swine apslemaeal sere DDO sre sta jeiia aie arar NM ONTS All 1ST D ie giaawal nce seists QW wwideweeaciree anes All TBO rees aha ataranesatner seats DOS. ta vice oer we wwieies All 1819 issu tease teersne BDU iaiada seas All 1870. xia vcieeinensew Oe BUT eiieion peGirainnee All B79. edna tela eeors BO o hares eee ours All DB 1D ose sacar saan’ of egnsewe aes DOS meen cee we see ees All 68 ScHEDULE or Laws REPEALED. The General Corporation Law. Laws of Chapter Sections. 1B10. 5 soi eieecee dares SS ADD acied ey etieiets arene All. TSG si ccsare les gunaiecar alate AD. so tosh Shear wat? a0 All ONO sewn eh har newe DOB aies wis areedemty Wiiciaais All 18%9 ssecessaee dae nee i US ae ee ee All BAO ch sedis Shade aa ed DD aes sates aan ey alate ee ia/ ats All 1899. Beictteeeweeneee SFI csageoeee ees All 1880 dicicwmceeiny yams Dicweinl faites aleelatae ated All 1880. scsceee ver eee os 85s haec an eiewaes kes All TS S80 oo enc eee lhe ie ees Dre rebel taia he 2 heeikan All UBS One waai cde mice Qe esiecsta aiecata ny ete seer All US SO is a-o 40s ethiewere easy a LAO sd Gaara ees All 1880 ceria vee eees [33 20a ei eae ee wwe All W880i 6 vv swe we eee saes 1b5 «ov cwaieee as exes All 1880. es seaeeaweases LSBs ns ae eects, All TSS O atte ecandstia is Gaiierats Gen eee VS Ts Se gntileenhrtaa All IBS O sa Pak eae U2D cee eugy eee kee All ISSO icc go peseiadarse DOF seteacieaiee wave oats All LOB O coh ecyssaie yea one 241 oes eas cee Rae es All LB SO bs scpie aio ores acecw sta ke DD Aes dscns Vielateteea wae All L880 sew aw cee Reale ee OB act ator ans aga eater aces All T8806 cs meee eee baie 2OT ews wnsiitn ee ege All TBS0 ee eseae ea ree OAD sae tog sel ae ig shay aac All DSB Obes asieas Stadt tenes sar ADs eee bias MEET All VSS cee ia ee AY oe wae eae Maes cate All TOBO. ves.aic auiaeoub Ste ee AOA a wien aware a a Gass All a8 BO ics aides sro vena aay ee aoe DL Oe cise Eparersiae nce oes All LSS80% a krsias aie eee een ae Dist ne weaeabayneehs All 1880. eeeasneeaeedon DO Dish Bs wie Aka aye vee Ser All TB BOs sieaeven Saha eens OSOu katate ase eas All 1880 isc Se ieee. sock DBD. cae: mane tinels swe All SST hisses gah eee D Dit fed ices elabe angus fees All. TS BTs 66Gb Betsey OO ais tiated tanto eanak All. ABS Lise tery eay eam wenn a age tea yeaa All. ABS] i wii wes eG ae es te See teees hates: All, TBS) 2 vais siecle eae LAB cehiatt a ped Wes Pde ae All. PBB io ets da sande a taaeeesery QB cr ce tiie ae ota All. DBS. stoi athe oud ees DB Doe adic iid: cece vete wide All. LOB tycnG ek soon 1 ae ee All. 1B BI ashy ca wines eee. 2G ie nn cess ey acnte’s All. TSS) iwwoe emai a Disk eave ReNes views All TSBs cmdacwe giants BIB es yvaaa wee eka All. ScuEepuLe or Laws REpEALep. The General Corporation Law. Laws of Chapter Sections. 188 ba caw aniston dea be BOA sisi ele wail we cei Se All. 1881 cand ease ceva: OO Ls wa gates aces ies All LGB Lite eens DO Oiais es drevere lee ulecgre aon 2 All L881 wai ess DOL covanc seen ia tale All 181s ccc oats es ews OO Gates saan ontee All 1881 ccices a ies ewawe GOD ee ead ee ewes ee oe All TBS Gia tei Sie eine fe OA ie sie leieci on oied tonee aa, ra All LB BM ocdsg shave thas greta wie si AOS wos Worew ween gee All BBA setae ihn aie lee eas AT Ox sie Sse tahaste eda: ah wane All US84 wvccie ee neces BD sce hs iat wie ena aete All i okay) eee eee gree Perea ene BSD sw suece Saltese mest All PSB iy sive ssl era setare cece tere Doll os ateeaa asians aes All USSD oe sia cco srae aus areas DSO aa cate-wg aletegatalacecs All VBS ows eee aw eaeee GAD acid tre spate Gre ald aes All LSB] os isc vsictecev aacsien CD O vane are ced seGarsiaets All TB BE sy csiciiedasiah eiieae ete oes OTA as ewewsek es wel All DBS Lesinenwiereistataleonrssart wate OBO ke Gee ai All TBD cooks weil e as HD cea taiartaraiele nae shacks All LOS 2s cee ava w ee Sais Bie spi Ay Ga eateoks All 882 5 sce are sarees Wastes 140s tee treaire ex All UBS 2s cine Sete aie ene DIB esse aeew desis Bree All LSB De io gg weinelaearete ere ae DBD ois aad ee ARS All 882s: op eteuren eee ees DOO wiwdacassaah neon All VSS 2 ainies au wars wk arses BOG soe ise eee elinah All L88Diesica ee cease es BOOS oscd Witenes ae biel ae All TOS Dia gone G cuaneiels Queess 949. ce ewes sw All VBS Die siete eine ween ae DOS wierd -pisiine er ceorte esses All WSS Dine tig awewe ae ts BOD vie neers wa atana a ecae All LBB Qe is eam wane ow es as AOD gig eee peek ee ee All TBS Bios ied aaalie eis eRe 4 Gla sictein teen gape ae All LS8Si seule Soe eens Claas tare eee ee wees All ISB 8h oo cca tute aint LOD Bee ass a All 1888 oc eee wae ieee DL Big, Sore sa ia iarng) te ao a Bite eles All 1888 scsare aie gd eee DOD esa abe reverence laa All TSB Sessa fae ws aie OB vena eke eh wer: All 1888 scans ate ended ico DSS ica maats eae All VES 8s caseat eee iess Radel a Siete DAO is are areca wipains ees All LBB Bis cite ae ee ears 8 DEG Sache wikia ameter ss All BBB oe evel neneneacerans BOOe sien eedae a ees All UBB Onc ao sretere cinta ans DO jes iw G re was All 40 ScHEDULE oF Laws REPEALED. The General Corporation Law. Laws of Chapter Sections. LBS Siero oxee ess DOD sis or eceers ey ah ge as All TSS Biers. sis ak were We 5L5 DOs ey OOS wee yey ehh All 188330300 e ae ex weiss DSO 5-5 WW Wis ais ees All. ES BSi ks Geis Bae eee aes DOM ash avtonaeleer slow sieresets All TSS OD earecdGaisnare ioe Se OOS a weeny Giaranst ee as All OES acces ee eke ines AOD osiee his a wieliare wie rs All SSS isu ses aGeasias es BSS cee she ie Wie aes All SSO ie asaGied Sie eh ABD oe ecdid teins Hanoi etrace All W888 wcad oe ek aes BOT: iste: bata ates Sentta ek oust All 1884) ie eden see a oa LAO ees eae Ss All LSS4 cae deus ewes NOS carers wreiewis oiled All 1884 0652 cece cose es 208.48 eee eeda sss All 1884. oii eesacansy DDD sta ws idle eee Rae All ASB4s sc cee ea adele D0 2 iste Sai Deane eco All TOBA Aras seit 5 aie eee 261. seis dwewakees All DSO 4 yo oe one asd wgreeereges OOlesicseeepauyan ee All S84 cau eee ee O86 ee aaeeeeeen ok All NBS S os ested rere aie OOT es sveew ewes caweo All TSB Sw cea ae sek Reels WON seatiesstiect ats Bete aed All UB84) ciciee sed cues Dace eee ater 9 Ren Be All D884 sess eee eae BOD. pak wes Soe See All US84 Foe tices Sas a WA ors teee ie eet aes All SBA ese Adie ot A ore tolascas gas alee hae All IBS 5 is ond wae eee Shika eval aadoen We All B85. seer wie eee Wisi haus eee NS All ABS 5 oc eseutyes wate ets AEN apse ena or ol Gres 2e D4 All 1885 cold oa eee ees LDS aA eae ues ase All L886 6 crew vee ee eeales LL peacesenpeummengs All 18S Oe sis Re Gls BOD osdisein os tiara wie tana All NSB tees eeu Stee scdieks DOO: isis we ata ee eae Se All IS 85: sie oe ros wesw MDD sss teeta vatatatapraite All ISS Di tance ec anewaieiny cvs AD Bais te aig ee oa Se orcas All 1885). os cieetneawn eee se B89 os oe eee anes All 1885 6 chasineienwesaee BOB eesti ears ante ha tients All WB BD sie ieeieara ales ease’ DOD ye ea-y sis) ek Hie ate ees All. TRO pre nee eee 92 Ba icokanueeeeaca, All. LSB cic se diel pwereciser enacts 49 se ha sailed oie ae ast lca All. L886 cee eames Die ees seeaes. 2 All. TS86) cecteus aaa bike TOD e-daes ay sawed li All. IS86) ss senile peas BD Mig ee ord es Bia Sle paiva All. ScuHepuLe or Laws Repraep. V1 The General Corporation Law. Laws of Chapter Sections. VSSO x cccs vive ent eee ds B22 va sai ila. ewan os All 1886" aescinn. a wis oreseieisvs 408 csiewtewawe dre Yai All AS SG ss iciayae wie tarde edsce Se AD csacs Seacgit inalauenen All LBB Gia ceaceasve ee ols ae DO Diss caearahersudvetie aie All L886 cere seis wewine eens DOL wicew ae eeiee Kea All 1886.03 ose eaw wines DADs oe eanieaaaee ex All VBS Ghee sai die) assis valet dar eters DS Oiert secs cesyecde assess All TSS Occ sesveewaiarsoe ¢ DOs wee daibcac te oles All PBB Gisi sis caiar ees uae y'al’e GOH esa ciwcx aerate Wass All L886 :6 wis d ec ciee cesar GOS eis eee eres All DSS Gis ay a:csie cece tiie ahve celta ee OBA os cca te in eulen aie dhe All LBS isco seca atererete aocseselsy OAD) a vorevene sacar baanaue vetlas All TSS lesa caret ereaiyey BD as spelen abies was Cees All 188 Ti cw scare cece. ASO ecnia sai ee siasl sale All 188% scnissee cave eae SBCs ase ose sca ne ews All VOB Tin cede Goes acts B10 a8 nicest ae All TOBY casa sccss eiavena vers oes OTC i acess arcgpegiioaa aera araane All TS BG cacatenasodestieaveuniaiets G2 Dre cine ae areas weit a) aleve All TB Si esac sda tetas tavey arteries DAs at aya sata we ag All 1888 wscweieeweneswas 189 ccc wea ees All WEBS ia sss ss Sa eleves a eceue' SOG ies iid ee tee ae ais All DSBS iaice taco ar areeenaday erent is LD aie bade Wi aiiev ete a te acavacle All 1888 bias aisle aoe aetess a DOO eiads dees sii baw arays All 188860 ecee eww neces DOF cg es 8 ale eae ealea All 1888.cccaasewnse 5% BAT ess ariaiatien wera All VSS Bis sere iaucisiieceta eaiseire loc 4G? scence aan ae wR All TBS Bio scasnareeniniegreniew DB yeits es ceases aes All 1888) isn aiens Jere elanee Ai sie sobs aicoesasat Atal All 1888. ceainee crea onion DAD. revert wis Seve arma an All VBS B iissscoracacenaca ace cu Sonex BOO was ow tice a awee All TSB Oise snccsvene vat er gleyedene DT sacle eae eels All 1B 8D i esicha cera enearel was WO scorase artis seaiaie ers eee All L888 ica iat ai wins wise oe TG eich da sdbaytaere le gsaiave All VS89esccaweed ete ees DBG acciane erally ai eners ears All DOB De iid ceherewes eat une DAD ore sx wi nies eiacearere All 188 Ob reac heia ies unease de anenene DBD ie sini Sha als All LBS Os sceedvace avece eile iar ents OD Dius shisparianiely a ereraverns All LB89 iia cerca sew eres OD ix cast ination Sear ay aoe st All NB 89a iors s eayevees atateve ens ADG wcaivin ween ewan All *So in the original Jaw, although erroneously printed as 1887 in the Session Laws of 1892, Page 1822, 72 ScHEDULE oF Laws REPEALED. The General Corporation Law. Laws of Chapter Sections. 1889) waters tes wewiae s DAG aware nis ore am ens All TSS Diesen sistraciay sees ane BDA so iacah aserce pam wears) 62 All 18896 sentence ew wer Beh Mes isidaccah os terserins a ae co Lees a All TB Bios clan ateuareeen slate eve DBD ata voissiias ayo terar eisai gah oi oe All SO Oie siicesiicne deterrence isnt e SO4 swe siecis wes we teres All BS OO ato ey saeitananerede tastele DB wen wise ial aie ee aa oie All TBO ois cig atiasaiisies eee see OS pasos edactecrsh sx etrerats All TVS 9 Owe sececn o33.erewiere ies LD cisony si otavac oma e ane at All 1890. sccecisnccasas DOB os isis @cvearwaaters All ES OO i.e ecctiinuccete eae aie WO o-cacto tdesisa) alae wi iSeiera All PSO. O os iacemtonccue aeaieeanene AG siicci awed ame aiwiena All TBO sade seers OH oss acaba hertote ieee toe a eeA ea All 1890.2 asa ceue ates ESS io. erga nggcaras aiieh aide dal tarertn All 1890 ss csowa eae. ews AOE a otin ts ids Seis ahia lee a All RSOO be, cereal eeepeta a wise H0Ssecese awn ae ee eww All TBO vec tiscasecdemnicentuatacwons BOS. et cea mune sees e All D8 OO oi wsee wigs eneaneto's DA Bhs siete chias cc aurea. oasige All DSO soot sin retetieis afore wisiss B icecn ein segeseccnnenanas All L891 os ices a cians DO Bil ahetu desea nna oe. All TBO Db 5 ci sess Mee ames D hacia apanai nae aw tapas vO ie All To each of the revised corporation laws passed in 1890, to wit, the General Corporation Law (ch. 563), the Stock Corporation Law (ch. 564), the Railroad Law (ch. 565), the Transportation Corporations Law (ch, 566), and the Business Corporations Law (ch. 567), there was appended a separate schedule of the laws repealed by each of said acts. The amenda- tory legislation of 1892, however, combined these several: independent repealing schedules into the foregoing schedule of laws repealed, and annexed the same to the General Corporation Law. The separate sched- ules theretofore appended to the Stock Corporation Law, the Railroad Law and the Business Corporations Law were thereupon eliminated; but the schedule affixed to the Transportation Corporations Law was left undisturbed, although the acts enumerated therein were also embodied in the foregoing schedule. Chapter 971, Laws of 1867, as amended by chapter 85, Laws of 1878, entitled “An act for the incorporation of co-operative and industrial unions,” was repealed by chapter 548, Laws of 1896. Corporations with the co-operative features may now be formed under the Business Corpo rations Law for any of the purposes within the scope of said law. Tax Upon ORGANIZATION. 13 Statutory Payments for Incorporation. TAX UPON ORGANIZATION. Provisions oF THE Tax Law in Retation To THE PAYMENT OF Organization Tax BY CorPoRATIONS. [The following is section 180 of chapter 908, Laws of 1896, entitled “An act in relation to taxation, constituting chapter twenty-four of the general laws.” The provisions of the revised tax laws regulating the annual taxation of corporations are published elsewhere in this volume. See the index under “ Taxation.’’] § 180. Organization tax.—Every stock corporation incor- porated under any law of this state shall pay to the state treasurer a tax of one-eighth of one per centum upon the amount of capital stock which the corporation is authorized to have, and a like tax upon any subsequent increase. Such tax shall be due and payable upon the incorporation of such corporation or upon the increase of its capital stock. Except in the case of a railroad corporation, neither the secretary of state nor county clerk shall file any certifi- cate of incorporation or article of association, or give any certificate to any such corporation or association until he is furnished a receipt for such tax from the state treasurer, and no stock corporation shall have or exercise any corporate franchise or powers, or carry on business in this state until such tax shall have been paid. In case of the consolidation of existing corporations into a corporation, such new corporation shall be required to pay the tax hereinbefore provided for only upon the amount of its capital stock in excess of the aggregate amount of capital stock of said corporations. This section shall not apply to state and national banks or to building, mutual loan, accumulating fund and co-operative associations. A railroad corporation need not pay such tax at the time of filing its certificate of incorporation, but shall pay the same before the rail- road commissioners shall grant a certificate, as required by the rail- road law, authorizing the construction of the road as proposed in its articles of association, and such certificate shall not be granted by the board of railroad commissioners until it is furnished with a receipt for such tax from the state treasurer. (L. 1896, ch. 908, § 108, as amended by L. 1897, ch. 369.) T4 Tax Upon OrGanizaTION. Statutory Payments for Incorporation. By the amendment of 1897 the last sentence was added to this section, relieving railroad corporations from the payment of the organization tay at the time of filing the certificate of incorporation and making such tax payable when the:railroad commissioners issue the certificate provided for by the provisions of section 59 of the Railroad Law. The foregoing section of the revised Tax Law supersedes the organi- zation tax act of 1886, ch. 143, as amended by L. 1887, ch. 284 and L, 1892, ch. 668. ‘The case of People ex rel. Eickemeyer Jield Co. v. Rice, 138 N. Y., 614, in which it was held that two or more corporations might consolidate without paying an organization tax, except upon an increase of capital stock, arose under the act of 1886, ch. 143, as amended by L. 1892, ch. 668, and the provisions of the present law have been made to conform to that decision. When a new corporation is formed by the consolidation of a domestic corporation with a foreign corporation it is not required to pay an organi- zation tax, even upon the capital stock in excess of the aggregate amount of capitalization of the constituent companies. (People v. Chicago & St. L. R. R. Co., 129 N. Y., 474, revsg. 61 Hun, 66; People v. Fitchburg R. R. Co., 129 N. Y., 654.) An organization tax must be paid upon a reorganization of a corporation under L. 1874, ch. 430, as amended by L. 1876, ch. 446 (now repealed and superseded by sec. 3, Stock Corporation Law, post); Peo. ex rel. Schurz v. Cook, 110 N. Y., 443; Peo. ex rel. Mertens v. Cook, (Id.) In such case the right to be a corporation, possessed by the old corporation, was not mortgaged nor sold, and so did not pass to the purchasers. They obtain such right upon filing the certificate, and then only by direct grant of the State. (Id.) A corporation reorganized under the provisions of section 4 of the Busi- ness Corporations Law is not required to pay an organization tax. (In re Consolidated Kansas City S. & R. Co., 18 App. Div., 50; overruling Matter of N. Y. & Suburban Investment Co., 16 N. Y. Supp., 213; 40 N. Y. St. Rep., 139.) Tax Uron OrGANIzaTION. 15 Statutory Payments for Incorporation. Oreanization Tax Taste, SHowine OnE-nIGHTH or One Prr Cent on Various Amounts. Capital stock. Tax. | Capital stock. Tax. $0 13 $90,000 5-6 ccicsaacacas wean $112 50 25 118 75 38 125 00 50 156 25 63 150,000 187 50 75 175,000 218 75 88 200,000 250 00 1 00 225,000 281 25 QO Diao ae sccondsara vst avereranalavaveraveuersvons 113 250,000 312 50 1 25 343 75 1 50 375 00 1 88 406 25 2 25 BBOLOOO sia’: isvctere: sindssie’ selene 437 50 2 50 815,000 wsascieiererern seiavara aie vaieaare's 468 75 2 82 ZOOL000 sc scecccaca.sissacasd vavere-ensveis 500 00 3 13 425,000 wis casccein vactes Saati 531 25 3 50 200000 «ce vnex an awn sa wee 562 50 3 75 415,000 aie: sscsererste oizsraedesaye ves 593 75 438 | 500,000..... 625 00 5 00 656 25 5 63 687 50 6 25 718 75 6 88 750 00 7 50 781 25 8 13 812 50 8 75 843 75 9 28 875 00 10 00 906 25 10 63 937 50 11 25 968 75 11 88 1,000 00 12 50 1,031 25 15 00 850,000 1,062 50 18 75 875,000 1,093 75 22 50 900,000 1,125 00 25 00 925,000 1,156 25 31 25 950,000 1,187 50 37 50 975,000 1,218 75 43 75 | 1,000,000 1,250 00 50 00 | 1,250,000 1,562 50 56 25 | 1,500,000 1,875 00 G2 50 | 1,750,000... ce ccnn enone 655 Oe 2,187 50 68 75 | 2,000,000... cass cus seman ve 2,500 00 735 00} 3,000,000. iawassvaas vapati-ews 3,750 00 81 25 | 5,000,000........2 cece scence 6,250 00 87 50 | 10,000,000...........6. 12,500 00 93 75 | 15,000,000...........+.- x 18,750 00 100 00 | 20,000,000. .........2c cee e eee 25,000 00 106 25 | 25,000,000... ..... cee ceeeeeee 31,250 00 76 Licensr Tax Upon Forricn CorpuRatIons. Statutory Payments for Incorporation. LICENSE TAX UPON FOREIGN CORPORATIONS. Laws or 1897, Cuaprer 908, § 181. Provisions of the Tax Law in relation to the payment of a license tax by foreign corporations. [for the provisions of the revised tax laws regulating the annual tax- ation of foreign corporations transacting business within the State of New York, see the index under “Taxation.’’] § 181. License tax on foreign corporations.—Every foreign corporation, joint stock company or association, except banking, fire, marine, casualty and life insurance companies, and corpora- tions wholly engaged in carrying on manufactures in this state, co-operative fraternal insurance companies and building and loan associations, authorized to do business under the general corporation law, shall pay to the state treasurer, for the use of the state, a license fee of one-eighth of one per centum for the privilege of exercising its corporate franchises or carrying on its business in such corporate or organized capacity in this state, to be computed upon the basis of the capital stock employed by it within this state during the first year of carrying on its business in this state. No action shall be maintained or recovery had in any of the courts in this state by such foreign corporation without obtaining a receipt for the license fee hereby imposed within thirteen months after beginning such business within the state. This section took effect, with the other sections of chapter 908, Laws of 1896, on June 15th, 1896. With certain modifications it embodies the pro- visions of chapter 240, Laws of 1895, but the latter act has been continued in force until foreign corporations that commenced business within the State prior to June 15, 1896, shall have paid the tax due under said act. License Tax Uron Forzrign Corporations. QW Statutory Payments for Incorporation. Laws or 1895, Cuaptrr 240. An Act to provide for licensing foreign stock corporations. (Became a law April 4, 1895.) Section 1. Every foreign corporation except banking, fire, marine, casualty and life insurance companies, and corporations wholly engaged in carrying on manufactures in this State, co-opera- tive fraternal insurance companies, endowment orders and building and loan associations, now authorized to do business in this State, under the provisions of chapter six hundred and eighty-seven of the Laws of eighteen hundred and ninety-two, entitled “An Act to amend the general corporation law,” shall pay to the State treasurer for the use of the State, a license fee of one eighth of one per centum for the privilege of exercising its corporate franchises or carrying on its business in such corporate or organized capacity in this State, on the first day of December, eighteen hundred and ninety-five, to be computed upon the basis of the amount of capital stock employed by it within this State during the year preceding that date, and every such foreign corporation which shall hereafter be authorized to do business in this State shall pay a like license fee for the privilege, to be computed upon the basis of the capital stock employed by it within this State for its business during the first year of carrying on its business in this State. The amount of capital upon which such taxes shall be paid shall be fixed by the comptroller, who shall have the same authority to examine the books and records in this State of such foreign corporations, and the employes thereof, and the same power to issue his warrant for the collection of such taxes, as he now has with regard to domestic corporations. Every such foreign corporation hereafter authorized to do business in this State shall, before receiving the certificate of authority provided by law, pay to the State treasurer, for the use of the State, the tax hereinbefore provided for. No action shall be maintained or recovery had in any of the courts of this State by such foreign corporation doing business in this State, without obtaining the certificate of authority prescribed by law, and a receipt for the license fee hereby imposed. This act is very unfortunately worded. It provides in effect that no cer- tificate shall be issued authorizing a foreign corporation to transact bus!- ness within the State until a tax has been paid based upon the amount of 3, Finine anp Recorpine Fees. Statutory Payments for Incorporation. capital stock employed by it within the State during the first year of car. rying on its business here. As the corporation is not permitted to do business in the State until a tax based upon the first year’s business has been paid and a certificate has been issued, it will readily be seen that the act is very faulty. Frrs Payasie To SECRETARY OF STATE AND County CiErks, SECRETARY OF STATE.—The fees to be collected by the Secretary of State, in connection with corporation certificates, are regulated by the Executive Law (LL. 1892, ch. 683), section 26, which provides as follows: * * * * * * * * 2. Searching the records in his office for any one year and for every other year in which such search is made, six cents; 38. Fora copy of any paper or record not required to be certified or otherwise authenticated by him, ten cents per folio; 4. For a certified or exemplified copy of any law, record or paper, fifteen cents per folio; 5. Fora certificate under the great seal of the State, one dollar; 6. For recording a certificate, notice or other paper required to be recorded, except as otherwise provided by this section, fifteen cents per folio; 7. Fora certificate of the official character of a commissioner of deeds residing in another State or a foreign country, twenty-five cents, and for every other certificate under the seal of his office, one dollar; * * * * ¥ * * * 12. For filing and recording the original certificate of incor poration of a railroad corporation for the construction of a railroad in a foreign country, fifty dollars; for filing the original certificates of every other railroad corporation, twenty-five dollars; for filing the original certificate of any other stock corporation, ten dollars; for filing any original certificate of incorporation drawn under article two of the membership corporations law, ten dollars. (Thus amended by L. 1897, ch. 411.) The amendment of 1897 added the last clause prescribing a filing fee of ten dollars for certificates of incorporation drawn under article two of the Membership Corporations Law (LL. 1895, ch. 559). The Executive Law, above mentioned, repealed the fee bill of 1882, ch. 156, which previously regulated the filing, recording and miscellaneous fees payable at the office of the Secretary of State. Fiting And Recorpine Fees. 79 Statutory Payments for Incorporation. County CLERKS. — The provisions as to fees payable to County Clerks are contained in the Code of Civil Procedure, section 3304, as amended by Laws of 1896, chap. 572, as follows: § 8804. Fees of county clerks generally.—A county clerk is entitled, for the services specified in this section, except where another fee is allowed therefor by special statutory provision, to the following fees to be paid in advance: * * * * * * * * For a copy of an order, record, or other paper, entered or filed in his office, eight cents for each folio. * * * * * * * * For recording any instrument, which must or may legally be recorded by him, ten cents for each folio. * * * * * * * * For filing any paper required by law to be filed in his office, other than as expressly provided for in this section, six cents. TRANSMISSION OF Papers AND PAYMENTS. When corporation papers are transmitted by mail for filing at Albany, the most satisfactory and expeditious results will be secured by observ- ing the following suggestions, to wit: The tax of one-eighth of one per cent upon the capital stock for the privilege of organization of a stock corporation (or for an increase of capital stock) should be remitted directly to State Treasurer, Albany, N. Y. All such tax payments exceeding in amount the sum of twenty five dollars, are required, by a rule of the Treasurer’s office, to be made in cash or by certified check, New York draft, post-office money order or express order. All corporation certfficates should be mailed in a separate enclosure, addressed to Secretary of State, Albany, N. Y., together with the filing and recording fees of that office. Do not forward to the State Treasurer any certificate intended for filing in the office of the Secretary of State, as is often done. On the other hand, do not send the organization tax to the Secretary of State. The statute provides for its payment to the State Treasurer, who will upon receiving such payment, if the same be in acceptable form, as above required, immediately notify the Secretary of State to that effect, and the’ latter official will simultaneously, if the certificate is unobjectionable, give notice to apply the tax and issue receipts therefor. THE STOCK CORPORATION LAW. Laws or 1892, Cuarrer 688.* Being “ An act to amend the Stock Corporation Law ” (Laws of 1890, chapter 564), entitled, “ An act in relation to stock corpora- tions, constituting chapter thirty-six of the general laws,” as amended to the commencement of the legislative session of 1898. Tur Srock Corporation Law. ARTICLE 1. GENERAL POWERS ; REORGANIZATION. (8§ 1-7.) 2. DIRECTORS AND OFFICERS; THEIR ELECTION, DUTIES AND LIABILITIES. (§§ 20-33.) 3. STocK; STOCKHOLDERS, THEIR RIGHTS AND LIABILITIES. (§§ 40-60.) ARTICLE I. GENERAL Powers; REORGANIZATION. Section 1. Short title and application of chapter. 2, Power to borrow money and mortgage property. 3. Reorganization upon sale of corporate property and fran- chises, 4. Contents of plan or agreement. . 5. Sale of property; possession of receiver and suits against him. 6. Assent of stockholders to plan of readjustment. 7. Combinations prohibited. Srcrion. 1. Short title and application of chapter.—This chapter shall be known as the stock corporation law, but article one shall not apply to monied corporations. (Former section 1, I. 1890, ch. 564, as amended by LL. 1892, ch. 688.) A monied corporation is a corporation formed under or subject to the banking or the insurance law. (Gen. Corp. Law, sec. 3, ante.) *The Stock Corporation Law (L. 1890. ch. 564) was passed June 7, 1890, to take effect May 1, 1891. By the Laws of 1892, chapter 688. passed May 18, to take effect immediately, said Jaw was amended and entirely re-enacted, and has since been further amended, as indicated on the sut- ceceding pages. Powrr to Borrow Monry anp Morraace Property. 8L The Stock Corporation Law, § 2. The Stock Corporation Law does not authorize the formation of corpo- rations thereunder, except by the purchasers of corporate property and franchises, as provided in section 3, post. ‘This law, however, contains the provisions which are specially applicable to all stock corporations. For the laws pertaining to the formation of different kinds of stock corpora- tions, reference should be had in this volume to the Business Corporations Law, the Railroad Law and the Transportation Corporations Law, each of which also contains the provisions peculiar to, and having especial bear- ing only upon the particular class of companies provided for in such laws, respectively. As to the plan of the commissioners of statutory revision in drafting the Stock Corporation Law, see note, ante, page 2. § 2. Power to borrow money and mortgage property. +— In addition to the powers conferred by the general corporation law, every stock corporation shall have power to borrow money or contract debts, when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; and may issue and dispose of its obligations for any amount so borrowed, and may mortgage its property and franchises to secure the payment of such obligations or of any debt contracted for the purposes herein speci- fied; and the amount of the obligations issued and outstanding at any one time secured by such mortgages, excepting mortgages given as a consideration for the purchase of real estate, and mort- gages authorized by contracts made prior to May first, eighteen hundred and ninety-one, shall not exceed the amount of its paid up capital stock, or an amount equal to two-thirds of the value of its corporate property at the time of issuing the obligations secured by such mortgages, in case such two-thirds value shall be more than the amount of such paid up capital stock. No such mortgages, except purchase-money mortgages shall be issued without the con- sent, of the stockholders owning at least two-thirds of of* the stock of the corporation, which consent shall be in writing and shall be filed and recorded in the office of the clerk or register of the county where it has its principal place of business, or shall be given by a vote at a special meeting of the stockholders called for that pur- pose; and a certificate of the vote at such meeting, signed and sworn to by the chairman and secretary of such meeting, shall be filed and recorded as aforesaid. When authorized by such consent, the directors, under such regulations as they may adopt, may confer on the holder of any debt or obligation secured by such mortgage *So in the original. + For provisions applicable to mortgages executed by railroad corporations, see the Railroad Law, section 4, subdivision 10. 6 82 Power to Borrow Monry anp Morreace Prorerry. The Stock Corporation Law, § 2. the right to convert the principal thereof, after two and not more than twelve years from the date of the mortgage, into stock of the corporation; and if the capital stock shall not be sufficient to meet the conversion when made, the stockholders shall, in the manner herein provided, authorize an increase of capital stock sufficient for that purpose. (Former section 2, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For forms of consent, mortgage, bonds, coupons, ete. see post, forms Nos. 24 to 32. For form of corporate promissory note, see post, form No. 33. This section relates to all stock corporations, except banking and insur. ance corporations (see section 1 of this law) and railroad corporations (see the Railroad Law, section 4, subdivision 10). This section, as enacted in 1890, provided only for a written consent, duly acknowledged. By the amendment of 1892, the requirement as to an acknowledgement was stricken out, and the additional or alternative pro- vision was inserted, so that now either a written consent of stockholders owning at least two-thirds of the stock may be obtained, or a consent by vote of stockholders owning said amount of the stock, at a special meeting called for that purpose, and it would seem such vote may be cast in person or by proxy. (See Gen. Corp. Law, sec. 21, ante.) The new clause in the foregoing section was found necessary in order to obviate the difficulty in obtaining consents in cases of corporations having a large number of stockholders widely separated. The manner of calling the meeting is not prescribed, hence it would seem that the method of calling special meetings specified in the by-laws of the company would be sufficient. A mortgage upon a lease is not a mortgage upon real property. (State Trust Co, v. The Casino Co., 5 App. Div., 381.) A mortgage is not void merely because it was executed to secure the payment of bonds issued in excess of the amount which the corporation Heretofore the recording of mortgages executed by railroad corpora- tions has been regulated by chapter 779, Laws of 1868, as amended by chapter 529, Laws of 1895, while the recording of mortgages executed by telegraph, telephone or electric light companies has been regulated by chapter 171, Laws of 1891, but said acts have been repealed by the Lien Law (chapter 418, Laws of 1897), section 91 of which embodies the subject of mortgages creating a lien upon real and personal property of corpo- rations, and reads as follows: § 91. Corporate mortgages against real and personal property.—Mortgages creating a lien upon real and personal property, executed by a corporation as security for the payment of bonds issued by such corporation, or by any telegraph, telephone or electric light corporation, and recorded as a mortgage of real prop- erty in each county where such property is located or through Power To Borrow Money anp Mortaace Property. 83 The Stock Corporation Law, § 2. could lawfully issue. (New Britain Nat. Bank v. A. B. Cleveland Co., Ltd., 91 Hun, 447.) The statute, chapter 394, Laws of 1888 (now section 24 of the Stock Corporation Law), does not expressly make an overissue of bonds void, but in such case renders the director voting for the issue thereof personally liable to the holder of such bonds or mortgage. (Id.) Where third parties acting in good faith have relied upon the existence of corporate authority to do an act and have acquired rights in the prem- ises, stockholders of the corporation, who have acquiesced in the act and have neglected promptly to condemn it and seek judicial redress, will be equitably estopped from thereafter claiming that the act was illegal or prohibited. (Id.) A mortgage executed by an insolvent corporation is not void merely because insolvency and the act co-existed; where there was no evidence that the mortgage was made in contemplation of insolvency it cannot be declared illegal on that ground. (Id.) No bonds can be issued for less than the fair market value thereof; see section 42. As to payment by stockholders of mortgage debt pending foreclosure, see section 49. Whatever rights, as against the mortgagor, are vested in the trustee of a mortgage given to secure the payment of bonds, inure to the benefit of the bondholder and are enforceable by him, in case of refusal or neglect on the part of his trustee to act for him upon request. (O’Beirne v. Allegheny & Kinzua R. R. Co., 151 N. ¥., 372 ; affg. 80 Hun, 570.) When a mortgage given by a railroad corporation and its organizers to a trustee to secure its bonds provides that the organizers shall convey to the trustee other property as additional security, a bondholder may main- tain an action for specific performance where the trustee neglects or refuses, on request, to.bring it, and to such an action the railroad com- pany is a proper party. (O’Beirne v. Allegheny & Kinzua R. R. Co., 151 N. Y., 372 ; affg. 80 Hun, 570.) A corporation cannot acquire the majority of the stock of another cor- poration, obtain control of its affairs, divert the income of its business, refuse business which would have enabled it to pay interest on its bonds and avoid default, and then institute an action in equity to enforce defaulted obligations against such corporation, with the avowed purpose which the line of such telegraph, telephone or electric light cor- poration runs, need not be filed or refiled as chattel mortgages. The operations of the acts superseded by the foregoing section were restricted to mortgages executed by railroad, telegraph, telephone or elec- tric light companies, but the scope of the foregoing section of the Lien Law has been extended so as to include mortgages executed by any corporation; therefore the decision to the effect that ch. 779, Laws of 1868, as amended by ch. 529, Laws of 1895, was limited in its operations to railroad corporations (State Trust Co. v. The Casino Co., 5 App. Div., 381) does not apply, as the legislature of 1897 has clearly made the provisions of section 91 of the Lien Law, supra, sufficiently broad to apply to all corporations. That was doubtless the intention in enacting the amenda- tory act of 1895, ch. 529, but this purpose failed by reason of an omission to amend the title of the original act. 84 Power to Borrow Money anp MortGace PRoperry. The Stock Corporation Law, § 2. of obtaining entire control of its property to the injury of the minority stockholders. (Farmers’ Loan & Trust Co. v. N. Y. & Northern Ry. Co., 150 N. Y., 410; reversing 78 Hun, 213.) On the trial of an action brought by the trustee of a railroad mortgage, at the instance of a railroad com- pany which held a majority of the stock and defaulted bonds of the mortgagor company, and controlled its affairs, to foreclose the mortgage, for the purpose of enabling the majority stockholding company to obtain control of the property at less than its value, it is error to reject, as immaterial, evidence offered by intervening minority stockholders of the mortgagor company to show that, after the majority stockholding com- pany became the owner of a majority of the stock and bonds of the mortgagor company, and while its officers were in control of the latter corporation and its affairs, it declined to accept traffic from other roads which would have produced a fund with which to pay interest due on the mortgage bonds; that the income of the road, which should have been employed to pay such interest, was used for other and improper purposes, and that such action upon the part of the majority stockholder occasioned the inability of the mortgagor company to pay the interest and cure the default. (Id.) The fact that bonds have been,issued by a corporation in excess of the amount authorized by law does not render such overissue of bonds void; but in such case the director voting for the issue thereof becomes, under the provisions of section 24 of the Stock Corporation Law, personally liable to all persons sustaining damage by such illegal issues for any damage caused thereby. (New Britain Nat. Bank v. A. B. Cleveland Co., 91 Hun, 447; Beebe v. Richmond Light, Heat & Power Co., 18 Misc., 737.) Section 42 of the Stock Corporation Law forbids the issue of bonds by a corporation for the purpose of reducing its capital stock or for the payment of scrip dividends. (Merz v. Interior Conduit & Insulation Co., 87 Hun, 430.) Where an officer of a corporation, who practically owns it, and has power to raise money upon its negotiable bonds, receives a loan upon them, the advances thus made, although further secured by the individual note of the officer, will be deemed to have been made to the corporation and not to the officer individually. (Buffalo Loan, T. & S. D. Co. v. Medina Gas & Elec. Lt. Co., 12 App. Div., 199.) A mortgage given by a business corporation, under the act of 1875, upon its real and personal property, covers only personal property in existence when the mortgage was given. (Beebe v. Richmond Light, Heat & Power Co., 13 Misc., 737.) A mortgage of the franchise of such a corpo- ration is not authorized by the statute. (Id.) The complaint in an action by minority stockholders to restrain the majority stockholders from proceeding in fraud of their rights must set forth the unlawful acts of the defendants which disclose the alleged fraud; mere charges of conspiracy, fraudulent combination, evil intent, etc, are insufficient. (Oelbermann v. N. Y. & Northern Ry. Co., 14 Misc., 131.) The lien of a mortgage given by a railroad corporation which in terms covers all real and personal property which the corporation had or should thereafter acquire for the operation of its railroad attaches to after Power To Borrow Monry anp Morteace Property. 85 The Stock Corporation Law, § 2. acquired property, and the actual lien of the mortgage upon after- acquired property is prior to the lien of subsequent attaching or judgment creditors. (Platt v. N. Y. & Sea Beach Ry. Co., 9 App. Div., 87; affg. 17 Mise., 22.) A mortgage given by a railroad corporation covering after-acquired personal property need not be filed as a chattel mortgage. (Platt v. N. Y. & Sea Beach Ry. Co., 9 App. Div., 87.) Upon foreclosure under a corporation mortgage, the terms of which gave a preference to past-due interest coupons, a purchaser at the sale with notice must redeem such coupons. (Holland Trust Co. v. Thomson-Hous- ton Electric Co., 9 App. Div., 473.) Where two individuals sign a promissory note, and after their respective names attach the words “President” and “Treasurer,” it is an individual obligation of such persons and not the obligation of the corporation, if there is nothing in the body of the note to indicate that it is a corporate obligation, even though the name of the corporation be printed on the margin. (First Nat. Bk. of Bklyn. v. Wallis, 150 N. Y., 455, affirm’g Same vy. Same, 84 Hun, 376 and Same v. Stuetzer, 80 Hun, 435; Casco Nat. Bk. v. Clark, 139 N. Y., 307; Merchants’ Nat. Bk. v. Clark, 139 id, 314.) In order to validate a corporation mortgage it is not only essential that the stockholders owning two-thirds of the stock.of the corporation should give their consent, but also that such consent should be filed in the proper clerk’s office. (Matter of Wendler Machine Co., 2 App. Div., 16.) A person who has executed a corporation mortgage which contained a recital to the effect that the requisite written assent of the stockholders had been obtained, or one accepting a conveyance subject to the mortgage, or the mortgagor who has sold the mortgaged premises, cannot require proof of such assent. (Beebe v. Richmond Light, Heat & Power Co., 3 App. Div., 334; see, also, Same v. Same, 13 Misc., 787.) A creditor of a corporation, who assented to the execution of a mort- gage by it and remained silent until after it was foreclosed and rights of third parties have intervened, is estopped from attacking the validity of such mortgage. (New Britain Nat. Bank v. A. B. Cleveland Co., 91 Hun, 447.) A mortgage given by a corporation upon all its property to secure its creditors is not invalid as being for a purpose foreign to the lawful bus- iness of the corporation. (New Britain Nat. Bank v. A. B. Cleveland Co., 91 Hun, 447.) A mortgage to secure the purchase price of property may be executed by a corporation without the consent of its stockholders. (Coman Y. Lakey, 80 N. Y., 345; Farmers’ Loan & Trust Co. v. Equity Gas Light Co., 84 Hun, 373.) Under the former statute it has been held that the written consent of stockholders owning at least two-thirds of the stock of the corporation, duly obtained and filed, is an indispensable condition to a valid mort- gage. (Vail v. Hamilton, 85 N. Y., 456.) But without such filing the mortgage is valid as against a subsequent mortgagee or purchaser, with notice. (Roch. Sav. Bk. v. Averell, 96 N. Y., 467.) If part of the stock is owned by the corporation it eannot give the 86 Power to Borrow Monry anp Morteace PRopPerty. The Stock Corporation Law, § 2. assent itself to make up the requisite two-thirds. (Vail v. Hamilton, supra.) But an assent by two-thirds of the issued stock is sufficient, (Id. ; Lyceum v. Ellis, 30 St. Rep., 242.) A mortgage executed without the assent is validated by a subsequent assent if there are no intervening rights. (Rochester Say. Bk. v. Averell, 96 N. Y., 467; Martin v. Niag. F. Paper Co., 122 N. Y., 165; Greenpoint S. Co. v. Whitin, 69 N. Y., 328.) A defective assent, in the absence of fraud, or of any objection by stockholders, must be of such a character that an intention to consent to mortgage cannot be inferred from the instrument. (Greenpoint S. Co. v. Whitin, 69 N. Y., 328.) It is doubtful if any but stockholders can complain that the statutory assent was not given and filed. (Id., Paulding v. Chrome S. Co., 94 N. Y., 334.) The assent is valid though some of the shares have not been paid for, or only in services, and certificates have not been issued to stockholders, (McComb vy. Barcelona Ap. Assn., 31 N. E., 618; 45 St. Rep., 784; aff’d 184 N. Y., 598.) The assent and mortgage may be filed and recorded simultaneously. (Roch. Sav. Bk. v. Averell, 96 N. Y., 476; Everson v. Eddy, 36 N., Y., St. Rep. 764 ; Welch v. Imp & T. Nat. Bk., 122 N. Y., 177.) For the purposes of the assent the amount of stock actually issued and owned should be considered the amount of capital stock. (Greenpoint §. Co. v. Whitin, 69 N. Y., 328; 20 Hun, 355; Lyceum v. Ellis, 30 St. Rep., 242.) Consent to mortgage the real and personal property does not include the corporate franchises vested in the corporation by virtue of its organ- ization as such. (Lord v. Yonkers Fuel Gas Co., 101 N. Y., 614.) The right to assent to mortgaging property is collective, to be exercised in common with other shareholders, pursuant to the method prescribed by law. (Campbell v. American Zylonite Co., 122 N. Y., 455.) The proviso, in respect to the assent of shareholders, is for their pro- tection. (Greenpoint Sugar Co. v. Whitin, supra ; Rochester Sav. Bk. v. Averell, supra ; Lord v. Yonkers Fuel Gas Co., 99 N. Y., 547.) If there are but two stockholders and both consent, it is sufficient. (Welch v. Importers’ & Traders’ Nat Bk., 122 N. Y., 177; Castle v. Lewis, 78 N. Y., 181.) Where bonds had been diverted by the president of a corporation the holders who purchased them for value were entitled to preference in pay- ment out of the proceeds of the foreclosure of the mortgage given to secure the bonds. (Shaw v. Saranac Horse Nail Co., 78 Hun, 7.) An agreement was made between two stockholders of an insolvent full liability corporation, which recognized the insolvency of the company and the stockholders’ liability for debts, whereby the parties thereto agreed to pay the debts including bonds, taking assignments of all evidences of such debts for the purpose of enforcing contribution from the other stockholders. It was also agreed that a mortgage given should be foreclosed and the pro- ceeds applied to the satisfaction of the debts. Held, that such parties could not turn their payments of debts, including bonds, into a purchase of an equity as against holders of similar bonds who had purchased the Power to Borrow Monry anp Morteace Property. 87 ee The Stock Corporation Law, § 2. * same for value, (Shaw v. Saranac Horse Nail Co., 78 Hun, 7.) Hypoth- ‘ecation of bonds to secure the payment of debts does not pay them, but subjects the bonds to the risk of sale at less than par, as a sale on a * pledge would be to the highest bidder. (Id.) A person cannot acquire * good title to bonds, which were originally diverted* by being pledged by ‘him to an innocent holder, by thereafter taking upon himself the obliga- tion for which the bonds were improperly pledged. (Id.) In case of the absence abroad or insanity of the trustee of a corporate ‘mortgage, a demand by a bondholder for foreclosure is not necessary ‘before bringing an action. (Ettlinger v. Persian Rug & Carpet Co., 142 N. Y., 189.) ' ‘When a demand upon a trustee of a corporate mortgage to foreclose the ‘same would be futile, because of his absence abroad or insanity, a bond- holder may appear as plaintiff in an action to foreclose. (HEttlinger v. Persian Rug & Carpet Co., 142 N. Y., 189.) | The validity of a mortgage is not affected when the resolution author- izing its execution was adopted by the votes of persons owning indebted- ness to be secured where such indebtedness was valid and binding. (Ret- tenhouse v. Winch, 133 N. Y., 678 ; affg. 32 N. Y. St. Rep., 506.) (See, also, Lord v. Yonkers F. G. Co., 99 N. Y., 547; Star P. Co. v. Andrews, 9 N. Y. Supp., 731; 31 N. Y. St. Rep., 188 ; Carpenter v. Black H. G. M. Co., 65 N. Y., 48 ; Denike v. N. Y. & R. Lime Co., 80 N. Y., 599.) A corporation may dispose of its bonds by pledge as well as sale. (Duncomb v. N. Y., Housatonic & Northern R. R. Co., 84 N. Y., 190.) An officer of a corporation may own its mortgaged bonds, but he can- not buy the bonds directly from the corporation below par, except at the peril of avoidance by the court. (Coman v. Lackey, 80 N. Y., 345; 88 N. Y., 1; Harpending v. Munson, 91 N. Y., 650.) A railroad company’s rolling stock is personal property and will not pass under a mortgage of its real estate. (Hoyle v. Plattsburgh & Mont- real R. R. Co., 54 N. Y., 314 ; see, also, Dean v. Biggs, 25 Hun, 122 ; Parish v. Wheeler, 22 N. Y., 494.) Where a corporation was unable to pay an installment falling due on a mortgage, an agreement was made whereby the mortgagee agreed to accept less than the principal in full payment, if paid at a fixed date, and the corporation agreed, in case of default of such payment, to deliver a deed of the mortgaged premises to the mortgagee in satisfaction of the debt. Held, said agreement was valid ; that the act of the trustees in executing the deed was not ultra vires. (Wolf v. Arminus C. M. Co., 6 Mise. R., 562; distg. Abbott v. Hard Rubber Co., 33 Barb., 580.) A stockholder cannot be permitted to set up as a defense to an action to foreclose a mortgage given by the corporation to secure an issue of bonds, that such mortgage was not properly executed nor authorized, where interest has been regularly paid upon such bonds to the knowledge of such stockholder for twelve years. (Warren v. Bigelow Blue Stone Co., 74 Hun, 304.) , Where in a negotiable promissory note, given for the debt of a cor- poration, the language of the promise does not disclose the corporate obligation, and the signatures to it are in the names of individuals, who were in fact officers of the corporation, a bona fide holder, without notice of the circumstances of its making, is entitled to hold it as the personal g Reorcanization Unon Sate oF Corporate PROPERTY. oe Oo The Stock Corporation Law. undertaking of its signers, although they have affixed to their names the title of their respective offices; this will be regarded as descriptive of the persons and not of the character of the liability. (Casco Nat. Bk. y, Clark, 189 N. Y., 307.) ; Usury Not a DEreNnsE.—Corporations are prohibited from interposing the defense of usury by Laws of 1850, chapter 172, the terms of which are as follows: “Section 1. No corporation shall hereafter interpose the defense ot usury in any action. § 2. The term corporation, as used in this act, shall be construed to include all associations and joint-stock companies having any of the powers and privileges of corporations not possessed by individuals or partnerships.” No sufficient considerations of local or State policy appear from which to infer a motive on the part of the Legislature to restrict the operations of the act to domestic corporations. (Southern Life Ins. & Trust Co, v. Packer, 17 N. Y., 51.) This statute is retrospective in its operation upon the contracts of cor porations; and it is no objection to a statute repealing a penal enactment that it does so operate. (Curtis v. Leavitt, 15 N. Y., 9; Southern Life Ins, & Trust Co. v. Packer, 17 N. Y., 51.) No matter what the discount may be, usury cannot grow out of buy- ing paper from a corporation, even where the paper is made for the corporation’s accommodation. (Farrow v. Holland Trust Co., 74 Hun, 585.) The prohibition against setting up the defense of usury applies to foreign as well as domestic corporations. (Life Ins. Co. y. Packer, 17 N. Y., 52.) Neither the corporation maker of a note nor its indorsers can plead usury as a defense to the note. (Ludington v. Kirk, 17 Misc., 129.) Days OF GRACE AROLISHED.—The act of 1894, chapter 607, abolishing days of grace has been repealed by the Negotiable Instruments Law (chapter 612, Laws of 1897), section 145 of which supersedes said act of 1894 and reads as follows: § 145. Time orf Maruriry.— Every negotiable instrument is payable at the time fixed therein without grace. When the day of maturity falls upon Sunday, or a holiday, the instrument is payable on the next sue. ceeding business day. Instruments falling due on Saturday are to be presented for payment on the next succeeding business day, except that instruments payable on demand may, at the option of the holder be pre- sented for payment before twelve o’clock noon on Saturday when that entire day is not a holiday. § 3. Reorganization upon sale of corporate property and franchises.—When the property and franchises of any domes tic stock corporation shall be sold by virtue of a mortgage or deed of trust, duly executed by it, or pursuant to the judgment or decree of a court of competent Jurisdiction, or by virtue of any execution issued thereon, and the purchaser at such sale shall acquire title to the same in the manner prescribed by law, he may associate with Reorganization Uron Sate or Corporate Property. 89 The Stock Corporation Law, § 3. him any number of persons, not less than the number required by law for the incorporation of such corporation, a majority of whom shall be citizens and residents of this state, and they may become a corporation, and take and possess the property and franchises thus sold, and which were at the time of the sale possessed by the corporation whose property shall have been so sold, upon making, acknowledging and filing in the offices where certificates of incor- poration are required by law to be filed, a certificate in which they shall describe by name and reference to the law under which it was organized, the corporation whose property and franchises they have acquired, and the court by whose authority the sale had been made, with the date of the judgment or decree authorizing or directing the same, and a brief description of the property sold, and also the following particulars: 1. The name of the new corporation intended to be formed by the filing of such certificate. 2. The maximum amount of its capital stock and the number of shares into which it is to be divided, specifying the classes thereof, whether common or preferred, and the amount of and rights pertaining to each class. 3. The number of directors, not less nor more than the number required by law for the old corporation, who shall manage the affairs of the new corporation, and the names and post-office address of the directors for the first year. 4. Any plan or agreement which may have been entered into at or previous to time of sale, in anticipation of the formation of the new corporation, and pursuant to which such purchase was made. Such corporation shall be vested with and be entitled to exercise and enjoy all the rights, privileges and franchises, which at the time of such sale belonged to, or were vested in the corpora- tion, last owning the property sold, or its receiver, and shall be subject to all the provisions, duties and liabilities imposed by law on such corporations. (Former section 3, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of certificate, see post, form No. 34. The certificate above provided for must be filed and recorded in the office of the Secretary of State, and a duplicate original, or a copy certified by the Secretary of State, must also be filed and recorded in the office of the clerk of the county in which the office of the new corporation is to be located. (Gen. Corp. Law, sec. 5, ante.) This right of re-organization was formerly conferred only upon railroad corporations under L. 1873, ch. 469; L. 1874, ch. 430, and L. 1876, ch. 446, 90 Reoreanization Upon Sate or CorPorRATE PRoPERTY. The Stock Corporation Law, § 3. each of which is now repealed and superseded by the above and the three immediately succeeding sections, by the terms of which the right is extended to all domestic stock corporations, except banks and insurance corporations, the latter being excluded by section 1 of this law. The tax of one-eighth of one per cent for the privilege of organization must be paid by the re-organized corporation, as it is a new corporation within the meaning of the organization tax law. (People ex rel. Schurz v. Cook, 110 N. Y., 448 ; People ex rel. Mertens y. Cook, id.) The foregoing section provides that upon re-organization the purchaser “may associate with him any number of persons, not less than the number required by law for the incorporation of such corporation ;” there- fore, it would seem that for the purpose of re-organizing a business cor- poration the purchaser must associate with himself three other persons, for a railroad corporation fifteen other persons, and so with respect to the other kinds of corporations he must add the number required by the law for the formation of such corporations. If the promoter of the re-organization and completion of a railroad con- trolled by him contracts in writing with another to deliver to such other, upon completion of the road, a certain amount of the bonds and stock of the re-organized road, for services to be performed in connection with the re-organization, and the promisee performs such services, he will not be deprived of his right to compensation merely because the re-or- ganization and completion were not accomplished by the agencies or in the manner first selected by the promoter and embodied in a contract between him and a third party, but were accomplished by other agencies, on the abandonment of the contract with the third party, and substituted for those first selected, by changes to which the promisee was not a party. (Babbitt v. Gibbs, 150 N. Y., 281, reversing 76 Hun, 613.) A railroad corporation which holds as trustee a fund to pay the floating indebtedness of its predecessor is chargeable, after a reasonable time, with interest on a just claim which it refused or unreasonably neglected to pay. (Sup. Ct., 1896; Davidson v. Mexican National R. R. Co., 11 App. Div., 28.) A re-organization committee acting as agents of the signers of a re-or- ganization agreement to carry out the same, but having no power to modify it, were notified by the proposed trustee under the agreement of his refusal to purchase under the terms thereof. Held, that this was notice to the signers of the agreement, and that they were bound to accept either their pro rata share of the purchase price upon the sale of the property, or the terms of the modified re-organization agreement. (Cox v. Stokes, 78 Hun, 331.) The right to be a corporation, which the old corporation had, was not mortgaged or sold, and so did not pass to the purchasers. They obtain such right upon filing the certificate mentioned, and then only by direct grant from the State. (Id.; see, also, Metz v. Buffalo, Corry & Pittsb. R. R. Co., 58 N. Y., 61.) Where the property and franchises of a corporation are purchased at a foreclosure sale, the foreclosure becomes absolute against the corporation, and all its rights and all the proprietary interests of the stockholders are absolutely barred and cut off ; the plan has reference only to the new cor- i Contents or Pian orn AGREEMENT. 91 cam e The Stock Corporation Law, § 4. a " poration to be formed and to interest therein. (Vatable v. N. Y., L. E. & W. R. R. Co., 96 N. Y., 56.) This section does not prevent a sale or transfer by a purchaser to a corporation already existing and capable of holding the property and exercising the franchises. (People v. Brooklyn, Flatbush & C. I. Ry. Co., 89 N. Y., 75.) Any number of persons may purchase the property for themselves and organize a new corporation, which will possess all the powers, rights, privileges and franchises of the prior corporation. (Vatable v. N. Y., L. BE. & W. R. R. Co., 96 N. Y., 49.; see, also, Pratt v. Munson, 84 N. Y., 582; Thornton v. Wabash Ry. Co., 81 N. Y., 462.) The rights of each of the stockholders of the prior corporation will be cut off by the foreclosure and. sale. The only property interest left to him is in the surplus, if any, after satisfying the mortgage and other preferential claims. (Vatable v. N. Y., L. E., ete., above.) If, however, the purchasers buy in pursuance of a plan for the adjustment of the respective interests of the mortgage creditors and stockholders, then such plan must be embodied in the certificate to be filed. (Id.) In such case the statute secures to a stockholder the option to join the new company by a compliance with the terms of the plan. (Id.) § 4. Contents of plan or agreement.—At or previous to the sale the purchasers thereat, or the persons for whom the purchase is to be made, may enter into a plan or agreement, for or in antici- pation of the readjustment of the respective interests therein of the mortgage creditors and stockholders of the corporation owning such property and franchises at the time of sale, and for the representa- tion of such interests of creditors and stockholders in the bonds or stock of the new corporation to be formed, and may therein regulate voting by the holders of the preferred and common stock at any meeting of the stockholders, and by the holders and owners of any or all of the bonds of the corporation foreclosed, or of the bonds issued or to be issued by the new corporation, and such right of voting by bondholders shall be exercised in such manner, for such period, and upon such conditions, as shall be therein described. Such plan or agreement must contain suitable provision for the bondholders voting by proxy and must not be inconsistent with the laws of the state and shall be binding upon the corporation, until changed as therein provided, or as otherwise provided by law. The new corporation when duly organized, pursuant to such plan or agreement and to the provisions of law, may issue its bonds and stock in conformity with the provisions of such plan or agreement, and may at any time within six months after its organization, com- promise, settle or assume the payment of any debt, claim or liability of the former corporation upon such terms as may be lawfully approved by a majority of the agents or trustees intrusted with the 92 Saxe or Property. The Stock Corporation Law, § 5. carrying out of the plan or agreement of reorganization, and may establish preferences in respect to the payment of dividends jy favor of any portion of its capital stock and may divide its stock into classes, but the capital stock of the new corporation shall not exceed in the aggregate, the maximum amount of stock mentioned in the certificate of incorporation, nor shall the bonds issued by it exceed in the aggregate, the amount which a corporation is authorized by the provisions of this article to issue. (Former section 4, L. 1890, ch. 564, re-enacted by L. 1892, ch. 688.) When the plan for re-adjustment of interests has been embodied in the certificate filed for the organization of the new corporation it constitutes notice to stockholders of the general features of such plan. (Vatable y, N. Y., L. E., ete., Co., 96 N. Y., 59.) Demand for relief by bondholders of the old corporation considered (White v. Wood, 129 N. Y., 527.) § 5. Sale of property ; possession of receiver and suits against him.—The supreme court may direct a sale of the whole of the property, rights and franchises covered by the mort- gage or mortgages, or deeds of trust foreclosed at any one time and place to be named in the judgment or order, either in case of the non-payment of interest only, or of both the principal and interest due and unpaid and secured by any such mortgage or mortgages or deeds of trust. Neither the sale nor the formation of the new corporation shall interfere with the authority or possession of any receiver of such property and franchises, but he shall remain liable to be removed or discharged at such time as the court may deem proper. No suit or proceedings shall be commenced against such receiver unless founded on willful misconduct or fraud in his trust after the expiration of sixty days from the time of his discharge; but after the expiration of sixty days the new corporation shall be liable in any action that may be commenced against it, and founded on any act or omission of such receiver for which he may not be sued, and to the same extent as the receiver, but for this section would be or remain liable, or to the same extent that the new corporation would be had it done or omitted the acts complained of. (Former section 5, L. 1890, ch. 564, re-enacted by L. 1892, ch. 688.) In an action against a receiver of a corporation who was discharged from his receivership more than sixty days before the commencement thereof, plaintiff is prevented from maintaining it, but a new corporation succeeding to the franchises is subject to the same liability as existed against the receiver. (Abbott v. Jewett, 25 Hun, 603.) An amendment fs allowable in such case substituting the new corporation in the place of the receiver as defendant. (Id.; Tighe v. Pope, 16 Hun, 180.) CompBinaTions ABOLISHED. 93 ‘The Stock Corporation Law, §§ 6, 7. § 6. Stockholders may assent to plan of readjustment.— iEvery stockholder in any corporation, the franchises and property whereof shall have been thus sold, may assent to the plan of read- justment and reorganization of interests pursuant to which such franchises and property shall have been purchased at any time within six months after the organization of the new corporation, and by complying with the terms and conditions of such plan become entitled to his pro rata benefits therein. The commission- ers, corporate authorities or proper officers of any city, town or vil- lage, who may hold stock in any corporation, the property and fran- chises whereof, shall be liable to be sold, may assent to any plan or agreement of reorganization which lawfully provides for the formation of a new corporation, and the issue of stock therein to the proper authorities or officers of such cities, towns or villages in exchange for the stock of the old or former corporation by them respectively held. And such commissioners, corporate authorities or other proper officers may assign, transfer or surrender the stock co held by them in the manner required by such plan, and accept in jieu thereof the stock issued by such new corporation in conformity therewith. | (Former section 6, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) The amendment of 1892 consisted of the elimination of the words “at par,” which, in the act of 1890, were contained in the foregoing section at the end of the second sentence. While a stockholder has the right under this section to assent to the plan of readjustment at any time within six months after the re-organ- ization, yet he must signify his assent within the time specified, and neglecting so to do he loses the right to become interested in the new corporation. The courts can give no relief in such a case. (Vatable v. N. Y., L. E. & W. R. R. Co., 96 N. Y., 57.) FE (See, also, Weed v. Weed, 94 N. Y., 243; Gernsheim vy. Cent. T. Co., 40 St. R., 967; Hollins v. St. P. M. & R. R. Co., 29 St. R., 208; Bean v. A. L, T. Co., 34 St. R., 620; Dutenhoffer v. A. R. R. Co., 38 St. R., 710.) § 7. Combinations abolished.— No domestic stock corpo- ration and no foreign corporation doing business in this state shall combine with any other corporation or person for the creation of a monopoly or the unlawful restraint of trade or for the prevention of competition in any necessary of life. (Former section 7, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L, 1897, ch. 384.) By the amendment of 1897 the scope of this section was extended so as to include foreign corporations. For reference to other provisions affecting such corporations, see the index under the heading “ Foreign Corporations.” 94 Compinations ABOLISHED. The Stock Corporation Law, § 7. All combinations in trade are not condemned, and self-preservation may justify the prevention of undue and ruinous competition when the preven. tion is sought by fair and legal methods. (U. S. Vinegar Co. v. Foehren. bach, 148 N. Y., 58 ; discussing 143 N. Y., 587; aff’g 74 Hun, 435.) An agreement by which a person promises that he will not directly or indirectly engage in, or become associated with, any business of 9 similar character to that of the other party, either as principal, agent, employe, or in any other relation or capacity, or as stockholder, director, trustee, agent, officer or employe of any corporation, other than one spec. ified, in any State or Territory of the United States, except the State of Washington is not illegal as in general restraint of trade. (Nat. Wall Paper Co. v. Hobbs, 90 Hun, 288 ; citing Diamond Match Co. v. Roeber, 106 N. Y., 473.) If the business of a corporation is threatened with competition it is not illegal if it can persuade a competitor to abandon an enterprise in which both cannot succeed. (Oakes v. Cattaraugus Water Co., 143 N. Y., 430) A corporation which controls the market and requires its stockholders to fix prices of a commodity is a combination inimical to trade and commeree, and so unlawful. (People v. Milk Exchange, Limited, 145 N. Y., 267.) When a corporation is organized for the purpose of forming a combina- tion to unlawfully fix the price of an article and limit the supply thereof, proceedings to forfeit its charter may be instituted by the Attorney- General of the State. (People v. The Milk Exchange, Ltd., 133 N. Y., 565.) Corporations cannot enter into a combination similar to a partnership between individuals, massing their stock, and sharing profits and losses, without express authority by charter. (People v. North River Sugar Ref’g Co., 121 N. Y., 582; 3 N.Y. Supp., 401; Mallory v. Hanaur Oil Works, 86 Tenn., 598.) It seems that an action by the Attorney-General to annul a charter, or a criminal prosecution, is the only mode of redress to individuals for injuries occasioned by unlawful combinations. (Thomas y. Musical Mut. Prot. Union, 121 N. Y., 45.) ; A corporation engaged in an illegal trust combination is estopped from setting up the illegality of the combination in an action against the receiver of the trust. (Pittsburgh Carbon Co., Ltd., v. MeMillin, 119 N. Y., 46.) Combination to advance price of article of food is unlawful. (Leonard v. Poole, 114 N. Y., 371.) The validity of a purchase of the business of another to prevent compe- tition, if supported by a consideration, will depend upon its reasonable- ness as between the parties. (Diamond Match Co. v. Roeber, 106 N. ¥. 473 ; however, see Tode v. Gross, 127 N. Y., 480; Richardson vy. Buhl, 43 N. W. Rep., 1102.) A contract whereby a competitor is removed, but not excluding all competition, is not objectionable. (Leslie v. Lorillard, 110 N. Y., 519.) It is not against public policy for two corporations engaged in the same general line of business to consolidate. (Cameron v. N.Y. & Mt. V. Water Co., 62 Hun, 269 ; aff’d on other grounds, 133 N. Y., 336 ; Holmes & Griggs Mf’g Co. v. Holmes & W. M. Co., 127 N. Y., 252.) An association of corporations to use a patented article, there being 00 Appirionat Act to Prevent Monoportss. 95 i The Stock Corporation Law. community of profits and losses, is not unlawful. (Good yv. Daland, 121. N. Y., 1.) As to transportation agreements. (See Tonawanda V. R. R. Co. v. N. Y., L. BE. & W. R. R. Co., 123 N. Y., 640, 316.) As to rights of certificate holders where a trust has been dissolved, see Cameron v. Havemeyer, 12 N. Y. Supp., 126; Gray v. Oxnard Bros. Co., 59 Hun, 387.) AppitionaLt Act to Prevent Monopot.ies. Another act to prevent monopolies was added to the statutes of this State by L. 1893, ch. 716, and amended by L. 1896, ch. 267; but said act has been repealed and superseded by L. 1897, ch. 888, which became a law May 7, 1897, and reads as follows: An Act to prevent monopolies in articles or commodities of com- mon use, and to prohibit restraints of trade and commerce, pro- viding penalties for violations of the provisions of this act, and procedure to enable the attorney-general to secure testimony in relation thereto. Section 1. Every contract, agreement, arrangement or combi- nation whereby a monopoly in the manufacture, production or sale in this state of any article or commodity of common use is or may be created, established or maintained, or whereby competition ‘in this state in the supply or price of any such article or commodity is or may be restrained or prevented, or whereby for the purpose of creating, establishing or maintaining a monopoly within this state of the manufacture, production or sale of any such article or com- modity, the free pursuit in this state of any lawful business, trade or occupation is or may be restricted or prevented, is hereby declared to be against public policy, illegal and void. §2. Every person or corporation, or any officer or agent thereof, who shall make or attempt to make or enter into any such contract, agreement, arrangement or combination, or who within this state shall do any act pursuant thereto, or in toward or for the consum- mation thereof, wherever the same may have been made, is guilty of a misdemeanor, and on conviction thereof shall, if a natural per- son, be punished bya fine not exceeding five thousand dollars, or by imprisonment for not longer than one year, or by both such fine and imprisonment; and if a corporation, by a fine of not exceeding , five thousand dollars. §3. The attorney-general may bring an action in the name and in behalf of the people of the state against any person, trustee, 96 AppitionaL Act To Prevent Monopo.ies. The Stock Corporation Law. director, manager, or other officer or agent of a corporation, or against a corporation, foreign or domestic, to restrain and prevent the doing in this state of any act herein declared to be illegal, or any act in, toward or for the making or consummation of any con- tract, agreement, arrangement or combination herein prohibited,. wherever the same may have been made. §4. The provisions of article one of title three of chapter nine of the code of civil procedure relating to the application for an order for the examination of witnesses before the commencement of an action and the conduct of such examination shall apply, so far as practicable, to an action or proceeding by the attorney- general instituted pursuant to this chapter; and for the purpose of determining whether an action or a proceeding should be com- menced hereunder, the attorney-general may examine and procure the testimony of witnesses in the manner herein prescribed. $5. Whenever the attorney-general deems it necessary or proper to procure testimony before beginning any action or pro- ceeding under this chapter, he may present to any justice of the supreme court, an application in writing for an order directing such persons as the attorney-general may require to appear before a jus- tice of the supreme court, or a referee designated in such order, and answer such relevant and material questions as may be put to them, concerning any alleged illegal contract, arrangement, agreement or combination, in violation of this chapter, if it appears to the satis- faction of the justice of the supreme court to whom the application for the order is made that such an order is necessary, then such order shall be granted. Such order shall be granted without notice, unless notice is required to be given by the justice of the supreme court to whom the application is made, in which event an order to show cause why such application should not be granted shall be made containing such preliminary injunction or stay as may appear to said justice to be proper or expedient, and shall specify the time when and place where the witnesses are required to appear and such examination shall be held either in the city of Albany or in the judicial district in which the witness resides or in which the principal office within this state of the corporation affected is located. The justice or referee may adjourn such examination from time to time and witnesses must attend accordingly. §6. The order for such examination must be signed by the jus tice making it and the service of a copy thereof, with an endorse ment by the attorney-general signed by him, to the effect that the person named therein is required to appear and be examined at the AppirionaL Act to Prevent Monopro.izs. 97 eS The Stock Corporation Law. time and place, and before the justice or referee specified in such endorsement, shall be sufficient notice for the attendance of wit- nesses. Such endorsement may contain a clause requiring such person to produce on such examination all books, papers and docu- ments in his possession, or under his control, relating to the sub- ject of such examination. The order shall be served upon the person named in the endorsement aforesaid, by showing him the original order, and delivering to and leaving with him, at the same time, a copy thereof endorsed as above provided, and by paying or tendering to him the fee allowed by law to witnesses subpoenaed. to attend trials of civil actions in a court of record in this state. §7. The testimony of each witness must be subscribed by him, and all testimony taken by such justice or referee appointed must be certified and delivered to the attorney-general at the close of the examination. The testimony given by a witness in a proceeding or examination under this act shall not be given in evidence against him in any criminal action or proceeding, nor shall any criminal action or proceeding be brought against such witness on account of the testimony so given by him, nor shall any person be excused from answering any questions that may be put to him on the ground that it may tend to convict him of a violation of the pro- visions of this act. §8. A referee appointed as provided in this act possesses all the powers and is subject to all the duties of a referee appointed under section ten hundred and eighteen of the code of civil’ procedure, so far as practicable, and may punish for contempt a witness duly served as prescribed in this act for non-attendance or refusal to be sworn or to testify, or to produce books, papers and documents according to the direction of the endorsement aforesaid, in the same manner, and to the same extent as a referee appointed to hear, try and determine an issue of fact or of law. §9. Chapter seven hundred and sixteen of the laws of eighteen hundred and ninety-three and chapter two hundred and sixty-seven of the laws of eighteen hundred and ninety-six, are hereby repealed. §10. This act shall take effect immediately. The foregoing act applies to both foreign and domestic corporations. For other provisions in relation to foreign corporations, see the index. FEDERAL ANTI-TRUST LAw. — Besides the foregoing provisions of State Laws upon this subject, an act of the United States, generally called the “Sherman Anti-Trust Law,” was passed by Congress July 2, 1890, ch. 647, and entitled : “ An act to protect trade and commerce against unlawful restraints and monopolies,” the full text of which is as follows : 7 98 Appitionat Act to Privent Monopo igs. The Stock Corporation Law. Sec. 1. Every contract, combination in the form of trust or otherwise, or conspiracy ia restraint of trade or commerce among the severai States, or with foreign nations, is hereby declared to be illegal. Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor, and, on conviction thereof, shall be punished by fine not exceeding five thousand dollars, or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court. , Sec. 2. Every person who shall monopolize, or attempt to monopolize, or combine or conspire with any other person or persons, to monopolize any part of the trade or commerce among the several States, or with foreign nations, shall be deemed guilty of a misdemeanor, and, on convic- tion thereof, shall be punished by fine not exceeding five thousand dollars, or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court. Sec. 3 Every contract, combination in form of trust or otherwise, or conspiracy, in restraint of trade or commerce in any Territory of the United States or of the District of Columbia, or in restraint of trade or commerce between any such Territory and another, or between any such Territory or Territories and any State or States or the District of Colum- bia, or with foreign nations, or between the District of Columbia and any State or States or foreign nations, is hereby declared illegal. Every per- son who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor, and, on convie- tion thereof, shall be punished by fine not exceeding five thousand dollars, or by imprisonment not exceeding one year, or by both said punishments, in the discretion of the court. Sec. 4. The several circuit courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this act; and it shall be the duty of the several district attorneys of the United States, in their respective districts, under the direction of the Attorney- General, to institute proceedings in equity to prevent and restrain such violations. Such proceedings may be by way of petition setting forth the case and praying that such violations shall be enjoined or otherwise pro- hibited. When the parties complained of shall have been duly notified of such petition the court shall proceed, as soon as may be, to the hearing and determination of the case; and pending such petition and before final decree, the court may at any time make such temporary restraining order or prohibition as shall be deemed just in the premises. Sec. 5. Whenever it shall appear to the court before which any pro- ceeding under section four of this act may be pending, that the ends of justice require that other parties should be brought before the court, the court may cause them to be summoned, whether they reside in the dis- trict in which the court is held or not ; and subpoenas to that end may be served in any district by the marshal thereof. Sec. 6. Any property owned under any contract or by any combination, or pursuant to any conspiracy (and being the subject thereof) mentioned in section one of this act, and being in the course of transportation from one State to another, or to a foreign country, shall be forfeited to the United States, and may be seized and condemned by like proceedings a3 DIREcTORS. 99 p The Stock Corporation Law, § 20. those provided by law for the forfeiture, seizure and condemnation of property imported into the United States contrary to law. Sec. 7. Any person who shall be injured in his business or property by any other person or corporation by reason of anything forbidden or declared to be unlawful by this act, may sue therefor in any circuit court of the United States in the district in which the defendant resides or is found, without respect to the amount in controversy, and shall recover three fold the damages by him sustained, and the costs of suit, including a reasonable attorney’s fee. Sec. 8. That the word “ person,” or ‘‘ persons,’ whenever used in this act, shall be deemed to include corporations and associations existing under or authorized by the laws of either the United States, the laws of any of the Territories, the laws of any State, or the laws of any foreign country. Article 1 of the Stock Corporation Law terminates with section 7, supra, and the next article (II) begins with section 20. The revised cor- poration laws were enacted in this manner with intervals between the articles in the numerical order of sectioning, instead of maintaining a continuity of section numbers, so as to allow for internal amendatory expansion of each law by the insertion of new sections in proper logical connection. ARTICLE II. Directors anp Orricers; Tuerr Exection, Durres anp Lis tqitties. Section 20. Directors. 21. Change of number of directors. 22. When acts of directors void. 28. Liability of directors for making unauthorized dividends. 24. Liability of directors for contracting unauthorized debts and over issue of bonds. 25. Liability of directors for loans to stockholders. 26. Transfers of stock by stockholders indebted to corporation. 27. Officers. 28. Inspectors and their oath. 29. Books to be kept. 30. Annual report. 81. Liability of officers for false certificates, reports or public notices. 32. Alteration or extension of business. 33. Sale of franchise and property. § 20. Directors.—The directors of every stock corporation shall be chosen from the stockholders at the time and place fixed by the by-laws of the corporation by a plurality of the votes of the stockholders voting at such election. Vacancies in the board of directors shall be filled in the manner prescribed in the by-laws, 100 Dirxcrors. The Stock Corporation Law, § 20. and if a director shall cease to be a stockholder his office shall become vacant. Notice of the time and place of holding any elee- tion of directors shall be given by publication thereof, at least once in each week for two successive weeks immediately preceding such election, in a newspaper published in the county where such elec- tion is to be held, and in such other manner as may be prescribed in the by-laws. Policyholders of an insurance corporation shall be eligible to election as directors. At least one-fourth in number of the directors of every stock corporation shall be elected annually. (Former section 20, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of notice of annual meeting, see post, form No, 35. For form of oath of inspectors of election and certificate of result, see post, forms Nos. 39 and 40. This section, as above amended, makes several desirable changes. It permits of a classification of directors, so that one-half of the board may be elected for one year and the other half for two years, or the board may be divided into thirds for terms of one year, two and three years, respectively, or classified so as to be chosen for terms of one year, two, three and four years respectively. Under the former practice the entire board was required to be elected annually. The directors are to be elected by a plurality (instead of a majority as heretofore) of the votes of stock- holders voting at the election. Notice of election is now required to be published for two successive weeks immediately preceding the election. The term directors when used in these laws, includes trustees. (Gen. Corp. Law, sec. 3, ante.) This provision of said section 3 is, it seems, intended merely for a definition of terms and that the managing board of a corporation organized under Laws 1848, ch. 40 (now repealed), should still be called trustees. At least two of the directors of every corporation must be residents of this State. (Gen. Corp. Law, sec. 29, ante.) No liability for a dissolution arises from failure to elect directors on the day fixed in the by-laws. (Gen. Corp. Law, sec 23, ante.) But see the Stock Corporation Law, sec. 22, as to neglect or refusal of directors to adopt by-laws for holding annual election. Unless others are appointed by the court the directors shall be trustees of creditors, etc., in case of dissolution. (Gen. Corp. Law, sec. 30, ante.) The number of directors may be changed. See next succeeding section. By-laws adopted at a meeting of members of the corporation control action of directors. (Gen. Corp. Law, sec. 11, sub. 5, ante.) Any by-law regulating election of directors or officers must be published. (Id.) The directors may appoint officers of the corporation. (See sec. 27 of this law.) The directors shall manage the affairs of every corporation and a major- ity of the board of directors constitutes a quorum. (Gen. Corp. Law, sec. 29, ante.) And the act of a majority at a meeting having a quorum is the act of the board. (Id.) At elections of directors each stockholder has one vote for every share FY Directors. 101 The Stock Corporation Law, § 20. of stock held by him for ten days, unless cumulative voting has been provided for under Gen. Corp. Law, sec. 20, ante. For liability of directors for unauthorized dividends ; for unauthorized debts, loans to stockholders, etc., see secs. 23, 24, 25 of this law, post. For penalty for failure to make reports and for false certificates, reports, etc., see secs. 30, 31 of this law, post.) For penal provisions relative to misconduct of directors, see Penal Code, secs. 590, 594, 602, 610, 611, 614, post. A special meeting for electing directors may be called. (Gen. Corp. Law, secs. 24, 25, 26, ante.) In certain cases any member of the cor- poration may call such meeting. (Id.) As to proceedings to compel directors to account for their official con- duct ; to transfer to the corporation property belonging to the same, etc., or for the removal of such director, see Code Civ. Pro., secs. 1781-83 and secs. 1811-12, post. As to inspectors of election and their election, see sec. 28 of this law, post. 1 Directors cannot vote by proxy at meetings of the board. (Craig Medi- cine Co. v. Merch. Bk., 59 Hun, 561.) At a meeting held for the election of directors, any number of stock- holders, however small their holding, provided they hold a plurality of the stock voted, may elect directors, notwithstanding a by-law to the con- trary. (Matter of Rapid Transit Ferry Co., 15 App. Div., 530.) When a by-law of a stock corporation provides that a majority of the stock present in person or by proxy at any meeting of the stock- holders shall constitute a quorum, an election at which a majority of the stock is not so represented is invalid. (In re Election of Directors of Rapid Transit Ferry Co., 19 Misc., 409.) One who holds the legal title to stock, but has no beneficial interest therein, is ineligible, under the foregoing section, to election as a direc- tor. (Matter of Elias, 17 Misc., 718.) A trustee who, in spite of the pro- tests of his co-trustee, votes upon the estate stock in favor of himself as director, thereby disfranchising such stock, is guilty of a breach of trust, and will not be permitted to derive personal profit therefrom. (Id.) In the absence of any provision in the by-laws of a corporation, or in the statute under which it was incorporated, making a ballot containing a printed and a written name of candidates for the same office void, such ballot cannot be rejected, but should be counted for the written name. (Thorn vy. Pangburn, 14 Misc., 195.) An owner of property may sell it to a corporation of which he is a stock- holder and trustee, if he does not, while acting in his own interests, also act as trustee or representative of the corporation. (Gamble v. Q. C. W. Co., 128 N. Y., 91; Flynn v. Brooklyn City R. R. Co., 9 App. Div., 269.) In the abseuce of any proof of authority conferred upon an auditing board, beyond its usual functions to allow or reject claims, it has no authority to rescind a contract or determine the future action of the cor- poration. Such authority is in the board of directors or trustees. (Skin- ner v. Wood M. & R. Mach. Co., 140 N. Y., 217.) The mere fact that a party is a trustee or director of a corporation does not make him chargeable with actual knowledge of its business trans- 102 Directors; Cuance or NuMBER OF. The Stock Corporation Law, § 21. actions and of the entries made on its books so as to render such books per se evidence against him. (Powell vy. Conover, 75 Hun, 11.) Where a candidate at a corporate election receives a majority of the legal votes cast, the receipt of illegal votes in his favor will not defeat his election. (Argus Co. v. Manning, 138 N. Y., 557.) Neither stockholders nor directors can do a corporate act, out of the jurisdiction creating the corporation, which can bind those who do not participate in it. (Ormsby v. U. M. C. Co., 56 N. Y., 623.) As soon as a director parts with all beneficial interest in and control over his stock and causes the officers of the corporation to have knowledge of the fact by requesting a transfer on the corporate books, the statute operates to divest him of his office, and he ceases to be a director, (Chem. Nat. Bk. v. Colwell, 132 N. Y., 250; Id., 48 St. Rep., 876 ; Beards- ley vy. Johnson, 121 N. Y., 224.) The election of a disqualified person does not make him even a de facto director. (In re Newcomb, 42 St. Rep., 442.) Management of the affairs of the corporation is with the directors thereof. It is only where the statute or the by-laws require it that co-oper- ation of stockholders is needed. (Beveridge v. N. Y. El. R. R. Co., 112 N, N., 1; Dabney v. Stevens, 40 How. Pr., 341; Sheridan Elec. L. Co. y. Chatham Nat. Bk., 127 N. Y., 517; aff’g 52 Hun, 580.) But the board of directors or trustees may appoint an executive committee of its members to transact the business of the corporation during the interval between the meetings of the board. (Sheridan HE. L. Co. v. Chatham N, Bk., 127 N. Y,, 517; Olcott v. Tioga R. R. Co., 27 N. Y., 546; see, also, Hoyt v. Thompson's Executors, 19 N. Y., 207.) The directors may make any contract which the law permits the corpo- ration to make. (Beveridge v. N. Y. El. R. R. Co., 112 N. Y., 1.) The directors have no implied power to make articles of association, and hence none for making any amended certificate. (In re N. Y. Cable R. Co., 109 N. Y., 32.) The collective authority of the trustees, acting as a board is necessary, in order to bind the corporation by the action of the trustees. (Cammeyer v. Churches, 2 Sandf. Ch. 186; Constant v. Rector, 4 Daly, 305.) Directors are authorized to manage the business of the corporation, audit and pay its debts, and make contracts within the ordinary scope and business of the corporation. (Kelsey v. Sargent, 40 Hun, 150.) If officers or trustees do an unauthorized act or incur indebtedness which would not create a corporate liability, the stockholders may subse- quently ratify the acts and validate the originally unauthorized trans- action. (Martin v. Niagara F. P. Co., 122 N. Y., 172, aff’g 44 Hun, 130) If an officer is allowed without interference for a long period to conduct the business of a corporation the inference that he has authority {8 justified. (Id.) § 21. Change of number of directors.—The number of directors of any stock corporation may be increased or reduced, but not above the maximum nor below the minimum number prescribed by law, when the stockholders owning a majority of the stock of the corporation shall so determine, at a meeting to be held at the a Directors; Waren Acts Vor. 103 The Stock Corporation Law, § 22. usual place of meeting of the directors, on two weeks’ notice in writing to each stockholder of record. Such notice shall be served personally or by mail, directed to each stockholder at his last known post-office address. Proof of the service of such notice shall be filed in the office of the corporation at or before the time of such meeting. The proceedings of such meeting shall be entered in the minutes of the corporation and a transcript thereof, verified by the president and secretary of the meeting shall be filed in the offices where the original certificates of incorporation were filed. If a corporation formed under or subject to the banking law, the con- sent of the superintendent of banks, and if an insurance corpora- tion, the consent of the superintendent of insurance, shall be first obtained to such increase or reduction of the number of directors (Former section 21, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of certificate, see post, forms Nos. 36, 37, 38. The changes in this section by the amendment of 1892 were: Reducing time of notice of stockholders’ meetings from thirty days to two weeks, adding the requirement for filing proof of service, and the provisions relative to banks and insurance corporations. The verified transcript above provided for must be filed and recorded in the office of the Secretary of State and a duplicate original must also be filed and recorded in the county clerk’s office in which the certificate of incorporation was filed. (Gen. Corp. Law, sec. 5.) A reduction in the number of directors can not be assailed collaterally in an action by a creditor to enforce a corporate debt, although no cer- tificate of such reduction was filed. (Wallace & Sons v. Walsh, 125 Y., 25.) § 22. When acts of directors void.—When the directors of any corporation for the first year of its corporate existence shall hold over and continue to be directors after the first year, because of their neglect or refusal to adopt the by-laws required to enable the stockholders to hold the annual election for directors, all their acts and proceedings while so holding over, done for and in the name of the corporation, designed to charge upon it any liability or obli-: gation for the services of any such director, or any officer, or. attor- ney or counsel appointed by them, and every such liability or obli- gation shall be held to be fraudulent and void. (Former section 22, L. 1890, ch. 564, re-enacted without change by L. 1892, ch. 688.) No liability for a dissolution arises from failure to elect directors on the day fixed in the by-laws. (Gen. Corp. Law, sec. 28.) In certain cases any member of the corporation may call a meeting to elect directors. (Gen. Corp. Law, sec. 24.) 104 Directors; Liasirity or. The Stock Corporation Law, § 23. § 23. Liability of directors for making unauthorized dividends.—The directors of a stock corporation shall not make dividends, except from the surplus profits arising from the business of such corporation; nor divide, withdraw or in any way pay to the stockholders, or any of them, any part of the capital of such cor. poration, or reduce its capital stock, except as authorized by law, In case of any violation of the provisions of this section, the direc. tors under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large upon the minutes of such directors at the time, or were not present when the same happened, shall jointly and severally be liable to such corporation and to the creditors thereof to the full amount of the capital of such corporation so divided, withdrawn, paid out or reduced. But this section shall not prevent a division and distribution of the assets of any such corporation remaining after the payment of all its debts and liabilities upon the dissolution of such corporation or the expiration of its charter. (Former section 23, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) . As to other actions against directors or trustees for misconduct, see Code Civ. Pro., secs. 1781-3, and 1790-6, post; and for penal provisions rela- tive thereto, see Penal Code, secs. 594, 602, 610-11 and 614, post. Directors are liable for unauthorized debts and for loans to stockholders; see next succeeding sections. They are also liable for failure to make annual reports and for false reports; see secs. 30 and 31. A corporation has no authority to make a scrip dividend in one year, and in the succeeding year to issue bonds to pay such dividend in whole or in part. (Merz yv. Interior Conduit & Insulation Co., 87 Hun, 430.) Directors of a corporation have no right to pay dividends unless they leave the capital stock unimpaired. (Berwind-White Coal Mining Co. v. Ewart, 11 Misc. R., 490.) Dividends declared by a corporation, but payable at a future time, are no longer a part of the assets of the corporation, but become at once the property of the shareholders, and are thereafter held by the corporation simply as a trustee for the shareholder. (Matter of Kernochan, 104 N, Y., 616, 624; Hopper v. Sage, 112 N. Y., 580; Jermain v. L. S. and M. S§. Ry. Co., 91 N. Y¥., 488, 492; People ex rel. U. S. Trust Co. v. Barker, 86 Hun, 131.) Where the surplus of a corporation properly applicable to a dividend is ample for that purpose and the directors in bad faith, and without reason- able cause, refuse to declare one, the courts will interpose and direct the declaration of a reasonable dividend. (Hiscock v. Lacy, 9 Mise., 578.) The term capital as used in this section means the property of the cor- poration contributed by its stockholders or otherwise obtained by it, to the extent required by its charter. When the property exceeds that limit the excess is surplus and may be divided in money or property or by a scrip Direcrors; Liasiziry oF. 105 The Stock Corporation Law, § 24. dividend. (Williams v. W. U. T. Co., 93 N. Y., 188; Burrell v. Bushwick R. R. Co., 75 N. ¥., 211.) This section is intended to prevent the division, distribution, withdrawal and reduction of the property of a corporation below the sum limited in ' its charter. (Williams v. W. U. T. Co., 93 N. Y., 187; Rorke vy. Thomas, 56 N. Y., 559.) Dividends are payable to the person in whose name the stock stands on the books of the corporation or its legal representatives. Officers of a corporation are not required to demand production of the certificate of stock before paying dividends thereon. (Brisbane v. D. L. & W. R. Rh. Co., 94 N. Y., 204; Jermain v. L. S. & M. S. Ry. Co., 91 N. Y., 483; Boadman v. Same, 84 N. Y., 157.) The rate of dividend to be paid and the amount of surplus to be retained by a corporation must rest in the fair and honest discretion of its direc- tors. (McNab v. McNab & H. Mfg. Co., 62 Hun, 18; Beveridge v. N. Y. Bl. R. R. Co., 112 N. Y., 1; Williams vy. W. U. T. Co., 98 N. Y., 187; Reynolds v. Bk. of Mt. Vernon, 6 App. Div., 62.) Under laws of 1848, ch. 40 (now repealed), it was held that if the trus- tees choose to bear the responsibility, they have power to declare and pay dividends though no surplus exists beyond the capital, at least until some judicial restraint intervenes to prevent. (Edison Gen. Electric Co. y. Barker, 141 N. Y., 251.) § 24. Liability of directors for unauthorized debts and over-issue of bonds.—No stock corporation, except a monied corporation, shall create any debt, if thereby its total indebtedness not secured by mortgage shall exceed the amount of its paid-up capital stock, and the directors creating or consenting to the creation of any such debt shall be personally liable therefor to the creditors of the corporation. If bonds or other obligations of the corporation, secured by mortgage, are issued in excess of the amount authorized by law, or in violation of law, the directors voting for such over- issue, or unlawful issue, shall be personally liable to the holders of the bonds or other obligations illegally issued for the amount held by them, and to all persons sustaining damage by such illegal issues for any damage caused thereby. (Former section 24, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) As to mortgages and bonds of a stock corporation, and the amounts authorized, see sec. 2, ante. The personal liability imposed by the provisions of this section to the effect that the directors of a stock corporation creating or consenting to the creation of any debt of the corporation, unsecured by mortgage, in excess of its paid-up capital stock, “‘ shall be personally liable therefor to the creditors of the corporation,” is secondary and can be resorted to only after the usual remedies against the corporation itself have been ex- hausted, and can then be enforced only by a suit in equity where all the creditors and the corporation itself are parties or represented, where an 106 Directors; Lrapiiry oF. The Stock Corporation Law, § 25. accounting can be had, all the facts ascertained and the equities adjusted, (Nat. Bank of Auburn v. Dillingham, 147 N. Y., 603, reversing 86 Hun, 100; distinguishing Patterson vy. Robinson, 386 Hun, 622; 37 Hun, 365.) The right of action under this section is not confined to creditors holding debts created in violation of its provisions, but is given to all the creditors. (Id.) An individual creditor of the corporation can not maintain an action in his own behalf for the recovery of his own debt against the officers assenting to the unlawful increase of the company’s indebtedness. (Hor- nor v. Henning, 63 U. S., 228; Anderson v. Speers, 21 Hun, 568.) In an action under this section, all the directors assenting must be joined as parties. (McClave v. Thompson, 36 Hun, 365.) The plaintiff must allege that the excess of indebtedness equaled or exceeded the amount of his claim. (Chambers v. Lewis, 28 N. Y., 454: see, also, Robinson v. Attrill, 66 How., 121; Patterson v. Robinson, 116 N, Y., 193.) Where four actions were brought by different plaintiffs, on behalf of the plaintiffs, and all other creditors similarly situated, through the same attorney against the same defendants to establish against such defendants a liability imposed upon directors creating or consenting to the creation of a debt, unsecured by mortgage, in excess of its paid-up capital stock, section 817 of the Code of Civil Procedure, authorizing the consolidation of certain actions, does not apply, as the parties to each action are not the same. (American Grocery Co. vy. Flint, 5 App. Div., 263.) The statu- tory liability of the directors is not for the benefit of any particular cred- itor, but for that of all creditors, and is to be enforced in an equitable action to which all the creditors of the corporation and the corporation are parties, and in which an accounting can be had, all the facts ascertained and all the equities adjusted. (Id.) As the same attorney brought all the actions the plaintiffs should elect as to the action in which they would proceed; all proceedings in the other actions should be stayed until the further order of the court, to the end that when judgment had been recovered in the action actually prosecuted, the plaintiffs in the actions which were stayed, as well as the other creditors, might come in and prove their claims in that action and the rights and liabilities of all parties be determined therein. (Id.) § 25. Liability of directors for loans to stockholders.—No loan of moneys shall be made by any stock corporation, except a monied corporation, or by any ofticer thereof out of its funds to any stockholder therein, nor shall any such corporation or officer dis- count any note or other evidence of debt, or receive the same in payment of any installment or any part thereof due or to become due on any stock in such corporation, or receive or discount any note, or other evidence of debt, to enable any stockholder to with- draw any part of the money paid in by him on his stock. In case of the violation of any provision of this section, the officers or directors making such loan, or assenting thereto, or receiving or Stock Transrers; OFFIceRs. 107 The Stock Corporation Law, §§ 26, 27. discounting such notes or other evidences of debt, shall, jointly and severally, be personally liable to the extent of such loan and interest, for all the debts of the corporation contracted before the repayment of the sum loaned, and to the full amount of the notes or other evi- dences of debt so received-or discounted, with interest from the time such liability accrued. (Former section 25, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) The principal object of this section is to prevent a reduction of the capital under cover of loans to stockholders. It is intended for the pro- tection of creditors. (A. C. Nellis Co. v. Nellis, 62 Hun, 67; 41 St. Rep., 599.) The trustees or directors can not ratify an act which they could not lawfully do in the first instance. (Id.; Peterson v. Mayor, etc., 17 N. ¥., 449; Brady v. Same, 20 N. Y., 312.) To create the liability imposed by this section there must have been a loan of money in such a form as to create an indebtedness and an absolute liability for its repayment by the borrower. (Billings v. Trask, 30 Hun, 314.) The officers making or assenting to any loan of its money to stock- holders are personally liable for all the debts of the corporation con- tracted before payment of such loan. (Boynton v. Hatch, 47 N. Y., 225.) § 26. Transfers of stock by stockholder indebted to corporation.—If a stockholder shall be indebted to the corpo- ration, the directors may refuse to consent to a transfer of his stock until such indebtedness is paid, provided a copy of this section is written or printed upon the certificate of stock. (Former section 26, L. 1890, ch. 564, re-enacted by L. 1892, ch. 688.) When certificates of stock contain restrictions which were originally unauthorized, the stockholders may, by lapse of time and course of dealing, acquiesce in and ratify the restriction. (Reynolds v. Bank of Mt. Vernon, 6 App. Div., 62.) In the absence of above provision the corporation has no lien which it can enforce and no authority to make a by-law embodying a similar pro- vision. (Driscoll v. West, B. & C. Mf’g Co., 59 N. Y., 96.) As to rights of vendee of stock. (Johnson v. Underhill, 52 N. Yey 203; McNeal v. Tenth Nat. Bk., 46 N. Y., 325; Com. Bk. v. Kortright, 22 Wend., 384.) § 97. Officers —The directors of a stock corporation may appoint from their number a president, and may appoint a secre- tary, treasurer, and other officers, agents and employes, who shall respectively have such powers and perform such duties in the man- agement of the property and affairs of the corporation, subject to the control of the directors, as may be prescribed by them or in the by-laws. The directors may require any such officer, agent or employe to give security for the faithful performance of his duties, 108 OFFICERS. The Stock Corporation Law, § 27. and may remove him at pleasure. The policyholders of an insur. ance corporation shall be eligible to election or appointment. as its officers. (Former section 27, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) This section is permissive, but it is necessary that the corporation should have a president and a secretary, or treasurer, as reports of cer. tain stock corporations (see sec. 30, post) and stock certificates must be signed by two officers. (See sec. 40, post.) It will probably be found convenient in order to secure a compliance with the law in the absence of an officer, to have a president, vice-president, a secretary, and a treas- urer. The two last named are not required to be directors, but the president must be chosen from among the directors, and the vice-president should also be a director, if given authority in the by-laws to act in behalf of the president in the latter’s absence. The statute permits one person to hold two offices. One person may be chosen to fill two different offices. (Novelty Mfg. Co., 88 Hun, 254.) The general rule is that an agreement made by an officer or agent of a corporation who assumes to act in its behalf can be enforced against the corporation where it has received the benefit of the agreement. (Davies y. Harvey Steel Co., 6 App. Div., 166; Patterson, as Receiver, v. Robinson, 116 N. Y., 198; Cunningham v. M. S. & F.C. R. R. Co., 68 Hun, 439.) The consent of a corporation will be presumed in the case of an executed contract made by its agent, but without express authority, for, in such case, the receipt and appropriation of the fruits of the transaction fur- nishes the best evidence of its approval. (Davies y. Harvey Steel Co., 6 App. Div., 166.) The president of a corporation has prima facie power to do any act which the board of directors could authorize or ratify. (Davies v. Harvey Steel Co., 6 App. Div., 166; Prindle vy. Washington Life Ins. Co., 73 Hun, 448.) An agreement by a person owning a majority of the stock of a corpora- tion to secure the corporate offices and a salary to a party contracting with him is void as against public policy, notwithstanding that such party was a capable man, qualified as an expert to manage the business of the corporation, and that such majority stockholder believed it would be to his interest as the largest stockholder and to the interest of all the parties concerned in the welfare of the corporation that such services should be secured for them. (Irennessy v. Ross, 5 App. Div., 342.) Where the secretary and treasurer and general manager of a corpora- tion, who had charge of its business, executed a written contract for the sale of products of the corporation, the vendee is entitled to recover daw- ages against the corporation for a breach of such contract, notwithstand- ing that a by-law of the corporation was not complied with which pro- vided that the president should sign all contracts involving a greater liability than $200. (Cone v. Empire Plaid Mills, 12 App. Div., 314.) An agreement in writing by the president of a corporation upon receiv- ing from a discharged employe of the company to thereafter settle the question of the amount of wages due to him, is not a promise to pay such OFFICERS. 109 The Stock Corporation Law, § 27. _ wages and does not render the former personally liable, especially as the a writing failed to recite any consideration. (Schisgal v. Wronkow, 18 Mise., 445.) The fact that an officer of a corporation voted in favor of a resolution giving him a salary does not render the contract void, but only voidable at the instance of the corporation. (Kearns v. N. Y. & College Point Ferry Co., 19 Misc., 19; affg. 17 Misc., 272.) Although a certificate of incorporation provides that no debt exceeding $100 shall be incurred except in writing and under the corporate seal, yet, where a contract involving a larger sum has been discussed by all the directors and the matter has been left in the hands of the president, the vendor is entitled to recover the amount. (Globe Gas Light Co. v. Metro- politan Investment Co., 10 App. Div., 342.) Where a promisee sues upon a contract made with him in the name of a corporation by its president, and the contract is one which the corpora- tion could authorize its president to make or which it could ratify when made, the burden rests upon the corporation to show that the act of the president was unauthorized. (Patterson v. Ongley Electric Co., 87 Hun, 462.) If the president of a corporation, who is authorized to make corporate notes for a corporate purpose, makes a corporate note regular in form, payable to the order of a third party, who has no interest therein, and the note is indorsed by the nominal payee, to a firm of which the president is a@ member, and then indorsed by the firm, and the president thereafter wrongfully delivers the note, before maturity, to a stranger having no knowledge of a defect in the title, as collateral security for a cash advance of more than its amount upon a note of the firm and for its benefit, the fact that the corporate note bears upon its face the signature, as presi- dent, of the party dealing with it, is not sufficient to put the transferee upon inquiry, so as to deprive him of the character of a bona fide pur- chaser. (Cheever v. Pittsburgh, Shenango & L. E. R. R. Co., 150 N. Y., 59; reversing 72 Hun, 380.) When officers or agents assume to act in behalf of a corporation and employ a person to perform a service for the corporation, and such service is performed with the knowledge of the directors and principal officers, and the corporation receives the benefit of such service without objection, it is liable under an implied assumpsit. (Prindle v. Washington Life Ins. Co., 73 Hun, 448.) While the law looks with disfavor upon contracts made between a direc- tor or officer of a corporation and the corporation, because it cannot accu- rately measure the influence of a trustee with his associates, yet a pledge as collateral for a loan actually made by an officer or director to the cor- poration is not void because of the relation of the parties. (Kinsman v. Fisk, 83 Hun, 494.) Where the officers of a corporation signed an agreement in their indi- vidual names, adding the title of the office held by each after his signature, and the character in which such officers assumed to act is known to the person dealing with them, the agreement is that of the corporation and not the individual agreement of its officers. (Groves v. Acker, 85 Hun, 492.) 110 OFFICERS. The Stock Corporation Law, § 27. Where two individuals sign a promissory note, and after their respective names attach the words “Prest.” and “Treas.,” it is an individual obliga. tion of such persons and not the obligation of the corporation, if there is nothing in the body of the note to indicate that it is a corporate obligation, even though the name of the corporation be printed on the margin. (First Nat. Bk. of Bklyn. v. Wallis; 150 N. Y.. 455; affg. 84 Hun, 376.) The president of a corporation, having full personal charge of the busi- ness which the corporation was organized to transact, represents it, and prima facie has power to do any act which the directors could authorize or ratify. (Oakes v. Cattaraugus Water Co., 143 N. Y., 430.) A person who deals with an officer of a corporation, to whose office no inherent executive authority attaches, is chargeable with notice of an apparent want of authority and so deals with such officer at his peril. (Parmelee v. Associated Physicians and Surgeons, 9 Misc. R., 458, and cases therein cited.) A corporation is not bound by a contract on its behalf, made by the treasurer in disregard of a by-law prohibiting the execution of such a con- tract by him alone. (Parmelee y. Associated Physicians and Surgeons, 9 Mise., 458.) A person who is both a stockholder and a director of a corporation can- not sustain a claim for salary as president thereof unless his claim is founded on a contract entitling him to compensation. (Starbuck v. Housa- tonic R. R. Co., 88 Hun, 534.) In an action on a note by a bona fide holder the fact that the note was made by the president of a corporation and was not signed by its treas- urer, as required by the by-laws, is not a defense if there was no diversion of the note or of the proceeds thereof from its original purpose. (Nat. Spraker Bk. v. Geo. C. Treadwell Co., 80 Hun, 363; Grant, as Rec. v. Geo. C. Treadwell Co., 1 App. Div., 367.) A person has a right to assume that the officers of a corporation possess the authority to act for the corporation in those capacities in which the corporation holds them out to be its representatives or permits them so to act. (Railway Equipment and Pub. Co. v. Lincoln Nat. Bk., 82 Hun, 8.) Where the president of a corporation has been in the habit of executing notes in its name and his acts in so doing have never been repudiated or questioned by the directors, it is sufficient to sustain a finding by a jury that the president was authorized to execute the notes, although the by- laws of the corporation provided that its notes should be signed by its treasurer together with its president or secretary. (Grant, as Receiver of St. Nicholas Bk. v. Geo. C. Treadwell Co., 82 Hun, 591.) The president can not supersede an express resolution of the board of directors. (Tradesmen’s Nat. Bk. v. Manhattan Lumber Co., 46 St. Rep. 487.) An assignment of a claim by a corporation, executed by its president in the presence of its secretary and attested by its corporate seal, is suff- cient to protect the debtor in paying the amount of the claim to the assignee. (Purdy v. Nova Scotia M. Ry. & Iron Co., 8 Misc. R., 510.) The secretary of a corporation is one of its general managing agents, and when in the discharge of the duties of his office represents the cor- poration. (Hastings v. Brooklyn Life Ins. Co., 138 N. Y., 473.) OFFICERS. 111 The Stock Corporation Law, § 27. Participation by an officer of a corporation in a swindling scheme does not deprive the corporation of the right to attempt to recover by all legal means the moneys out of which it has been unlawfully and wrong- fully swindled. (Farrow v. Holland Trust Co., 74 Hun, 585.) One dealing with an officer of a corporation is put upon inquiry where the act of the officer would be illegal unless actually authorized as, e. 9., where securities offered for sale or as security by the officer are appar- ently the property of the corporation. (IKKnox v. Eden Musee Am, Co., Ltd., 74 Hun, 483.) The corporation is under an implied obligation to make indemnity for a loss sustained by the negligent or wrongful exercise by its officers of the general powers conferred upon them. (Mutual Life Ins. Co. v. Forty- second St. ete., R. R. Co., 74 Hun, 505.) Officers of corporations are pre- sumed to have the authority to perform the duties which such officers ordinarily perform in corporations of like character. (Id.) The board of directors may appoint an executive committee of its mem- bers and authorize it to transact the business of the corporation during the interval between the meetings of its board of directors. (Sheridan E. L. Co. v. Chatham Nat. Bk., 127 N. Y., 517.) Officers are not individually liable if it appears on the face of the instru- ment that they contracted with reference to corporate business and had authority to make such contract. (Whitford v. Laidler, 94 N. Y., 145.) Recognition of a person as manager by the other managers, under a mistaken supposition that he was duly elected, is not, as between the person and the corporation and where the public or third persons are not concerned, equivalent to, nor can it be made available as an election. (Peo. ex rel. Nicholl v. N. Y. Infant Asylum, 122 N. Y., 190.) The directors control the rate of dividend and the amount of surplus to be held. (McNab v. McNab & Harlin Co., 133 N. Y., 687, aff’'g 62 Hun, 18.) When directors who are also officers and own nearly all the stock, they may increase their salaries where each refrains from voting to increase his own salary. (Id.) A contract executed in the name of the corporation by its president and secretary and sealed with its corporate seal, is valid and binding upon the corporation until evidence to the contrary shall be produced. (Jourdan vy. L. I. R. R. Co., 115 N. Y., 385.) Officers of a corporation can not avail themselves of their position and opportunity to deplete the trust fund for their own benefit. (Bulkley v. Whitcomb, 121 N. Y., 107; see also Johnson v. U. S. & S. Co., 37 N. Y. St. Rep., 876.) Directors and officers are agents of the corporation and liable to it for unauthorized acts. (Holmes, B. & H. v. Willard, 125 N. Y., 75.) But the corporation may indorse unauthorized acts of directors and officers. (Id.; see, also, Martin v. N. F. P. Mf’g Co., 122 N. Y., 165.) Officers are not entitled to compensation unless the same has been provided for. (Mather v. Eureka N. Co., 118 N. Y., 629.) A contract for a corporation, executed by its president, although without authority of the board of directors, will be presumed to have been ratified unless it dissents within a reasonable time, provided the contract is within the corporate powers of the company. (Indianapolis R. M. Co. v. St. L. 112 InsPECTORS AND THEIR OATH. The Stock Corporation Law, § 28. etc., R. R. Co., 120 U. S., 256; Pittsburg R. R. Co. v. Keokuk Bridge Co., 131 U. S., 371.) In certain cases a corporation can not repudiate acts of its financia) manager. (Case Mf’g Co. v. Soxman, 138 U. S., 431.) The president of a manufacturing company having general authority to contract by parol for making and delivering its products, hag like authority until it is withdrawn, to authorize the termination and release of such contract. (Indianapolis R. M. Co. v. St. L. R. R. Co, 129 U. S., 256.) § 28. Inspectors and their oath.—-The inspectors of election of every stock corporation shall be appointed in the manner pre- scribed in the by-laws, but the inspectors of the first election of directors and of all previous meetings of the stockholders shall be appointed by the board of directors named in the certificate of incorporation. No director or officer of a monied corporation shall be eligible to election or appointment as inspector. Each inspector shall be entitled to a reasonable compensation for his services, to be paid by the corporation, and if any inspector shall refuse to serve, or neglect to attend at the election, or his office become vacant, the meeting may appoint an inspector in his place unless the by-laws otherwise provide. The inspectors appointed to act at any meeting of the stockholders shall, before entering upon the discharge of their duties, be sworn to faithfully execute the duties of inspector at such meeting with strict impartiality, and accord- ing to the best of their ability, and the oath so taken shall be sub- scribed by them, and immediately filed in the office of the clerk of the county in which such election or meeting shall be held, with a certificate of the result of the vote taken thereat. (Former section 28, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of certificate and oath of inspectors, see post, farms Nos. 39, 40. Unless the by-laws of the company provide that the inspectors shall be stockholders, other persons may be chosen. The use of the word “inspectors” requires that there shall be at least two. (In re Lighthall Mfg. Co., 47 Hun, 258.) An election under the appointment and authority of one inspector is void. (Id.; see, also, Mat- ter Chenango Co. Mut. Ins. Co., 19 Wend., 635.) An election of directors will not be set aside on the ground that the inspectors were not sworn in the form prescribed by the statute; and it seems that if no objection was interposed at the time of the election, it will stand, although no oath whatever was administered to the inspec- tors. (In re Mohawk & H.R. R Co., 19 Wend., 135; Merritt y. Village of Portchester, 71 N. Y., 309.) Inspectors of a corporate election may be candidates at such election. (Ex parte Willcocks, 7 Cow., 402.) Booxs to se Kept. 113 i The Stock Corporation Law, § 29. e § 29. Books to be kept.—Every stock corporation shall keep at its office, correct books of account of all its business and trans- actions, and a book to be known as the stock-book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereon. The stock-book of every such corporation shall be open daily, during business hours, for the inspection of its stockholders and judgment creditors, who may make extracts therefrom. No transfer of stock shall be valid as against the corporation, its stock- holders and creditors for any purpose, except to render the trans- feree liable for the debts of the corporation according to the pro- visions of this chapter, until it shall have been entered in such book as required by this section, by an entry showing from and to whom transferred. Such latter book shall be presumptive evidence of the facts therein so stated in favor of the plaintiff, in any action or proceeding against such corporation or any of its officers, direc- tors or stockholders. Every corporation that shall neglect or refuse to keep or cause to be kept such books, or to keep any book open for inspection as herein required, shall forfeit to the people the sum of fifty dollars for every day it shall so neglect or refuse. If any officer or agent of any such corporation shall willfully neglect or refuse to make any proper entry in such book or books, or shall neglect or refuse to exhibit the same, or allow them to be inspected and extracts taken therefrom as provided in this section, the cor- ' poration and such officer or agent shall each forfeit and pay to the party injured a penalty of fifty dollars for every such neglect or refusal, and all damages resulting to him therefrom. (Former section 29, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of stock book see post, form No. 41. The production, upon a trial, of a book or paper, belonging to or under the control of a corporation, may be compelled, in like manner as if it was in the hands, or under the control, of a natural person. For that purpose a subpoena duces tecum, cr an order, made as prescribed in the last section, as the case requires, must be directed to the president, or other head of the corporation, or to the officer thereof, in whose custody the book or paper is. (Code of Civ. Pro., sec. 868.) In a case specified in the last section, or where a subpoena duces tecum, . or an order, made as prescribed in section eight hundred and sixty-six or " section eight hundred and sixty-seven of this act, requires a public officer to attend, and bring a book or paper under his control, the subpoena or order is deemed to be sufficiently obeyed, if the book or paper is pro- duced by a subordinate officer or employe of the corporation, or in the 8 114 Booxs to BE Kept. The Stock Corporation Law, § 29. public office, who possesses the requisite knowledge to identify it, and to testify respecting the purposes for which it is used. If the personal attendance of a particular officer of the corporation or public officer is required, a subpoena, without a duces tecum clause, must also be served upon him. (Code of Civ. Pro., sec. 869.) Where the stock-book and seal are withheld or concealed in order to prevent a transfer of stock in time to permit the new stock to be voted on at the annual meeting, it is lawful for the directors to adopt a new seal and stock-book to accomplish that purpose. (Socorro Mountain Mining Co. vy. Preston, 17 Misc., 220.) By virtue of the provisions of the foregoing section, a stockholder of a corporation has the right to inspect the stock book during business hours with his attorney, or other person having the requisite knowledge to obtain for him the information to which he was entitled. (People ex rel. Clason v. Nassau Ferry Co., 86 Hun, 128.) The board of directors may adopt a new stock book if for any reason the existing transfer book is not available for use by them for the making of transfers of stock. (Argus Co. v. Manning, 138 N. Y., 557.) This section does not affect the validity of a stock transfer actually made as between vendor and vendee, although a transfer has not been entered upon the corporation books. (Johnson v. Underhill, 52 N. Y., 203.) As to evidence to support a recovery of a penalty. (See Kelsey v. Pfandler P. F. Co., 20 N. Y. St. R., 533.) Sufficiency of a complaint. (Levy v. Cohn, 45 N. Y. St. R., 278.) Affidavits in a mandamus proceed- ing. (Martin v. Wm. J. Johnston Co., Lt., 183 N. Y., 692, aff’'g 62 Hun, 557.) In contempt proceedings upon failure to produce books required to be kept, presumption is that such books have been kept. (Fenlon v. Demp- sey, 50 Hun, 131.) The provision that no transfer of stock shall be valid for any purpose except to render the transferee liable for debts until it shall have been entered in the stock book, is only for protection of the corporation, and does not prevent passing of the entire legal and equitable title, as between the parties, by the delivery of the certificate with agreement and power of transfer. (Chem. Nat. Bk. v. Colwell, 132 N. Y., 250 see, also, Isham v. Buckingham, 49 N. Y., 216; Robinson v. Nat. Bk., etc., 95 N. Y., 6387; Billings v. Robinson, 94 N. Y., 415; Rudd v. Robinson, 126 N. Y., 113.) The book containing the names of the stockholders which every corpo- ration is obliged to keep, is presumptive evidence of the facts therein stated. This section, however, does not make such book the only or even the best evidence of the fact that a person was a stockholder. (Herries v. Wesley, 13 Hun, 492.) The custodian of the books, who submits them for the inspection of a stockholder or creditor but refuses to permit extracts therefrom, subjects himself to the penalty prescribed. (Cortheal v. Bronner, 5 N. Y., 562.) Such custodian is not constituted a judge of the motives of the inspec- tion, or of the manner thereof, or of the purpose which the information is to serve. (Id.) Stockholders have a right to know who are qualified voters and the number of votes each is entitled to cast. (Id.; Peo. ex rel Richmond v. Pacifie M. S. Co., 50 Barb., 217.) a it AwnnvuaL Report. 115 The Stock Corporation Law, § 30. As to denial of averments of ownership of shares contained in affi- davits upon an application for a mandamus to compel an inspection, see matter of Martin, 41 St. Rep., 409; see, also, Peo. v. Cromwell, 102 N. Y., 477 ; Peo. v. Board, etc., 46 Hun, 296 ; Kelsey v. Pfandler, 20 St. Rep., 533. When the by-laws require the books to be kept by the secretary it is no defense to an application where the treasurer’s refusal to permit inspection is unqualified, and not put on the ground of inability. (Mat- ter of Martin, supra.) If deprived of possession of the stock book the directors may open a new one, making it so far as possible a copy of the old book, and, in such ease, the inspectors of election may refer to the new book to ascertain who are voters, but if the old book is produced the record therein must govern as to transfers therein before the new book was opened. (Scho- harie Valley R. R. Co., 12 Abb. N. S., 394.) A transfer of stock, valid as between the parties, but not entered on ' the stock book, does not relieve the transferrer of liability as a stock- “ae holder to the creditors of the corporation. (Shellington v. Howland, 53 N. Y., 371.) A transfer of stock in good faith, when the corporation is solvent, and entered upon the corporate books relieves the transferrer of liability. (Tucker y. Gillman, 121 N. Y., 189; Cutting v. Damerel, 88 N. Y., 410.) Delivery of the certificate, as between owner and assignee, with the assignment and power indorsed, passes the entire title in the stock, sub- ject only to such liens or claims as the corporation may have upon it. * (Cushman v. Thayer Mfg. J. Co., 76 N. Y¥., 365; McNeil v. Tenth Nat. Bk., 46 N. Y., 331.) To relieve a stockholder the transfer of stock on the corporate books must be under a bona fide sale, without any secret understanding or trust in favor of the vendor. (Veiller v. Brown, 18 Hun, 571.) The corporation is liable for unauthorized refusal to transfer shares on its books. (Dunn v. Star Fire Ins, Co., 19 W. Dig., 531.) Upon a refusal to permit an inspection of books by a person entitled thereto, a mandamus is a matter of absolute right. (Peo. ex rel. McDon- ald v. U. S. M. RB. Co., 20 Abb. N. C., 192.) A demand by his attorney- at-law is insufficient. (Id.) § 30. Annual report —Every domestic stock corporation and every foreign stock corporation doing business within this state, except moneyed and railroad corporations, shall annually, during the month of January, or, if doing business without the United States, before the first day of May, make a report as of the first day of January, which shall state: 1. The amount of its capital stock, and the proportion actually issued. 9. The amount of its debts or an amount which they do not then exceed, 3. The amount of its assets or an amount which its assets at least equal. 116 AnnuaL Report. The Stock Corporation Law, § 30. Such report shall be signed by a majority of its directors, and verified by the oath of the president or vice-president and treasurer or secretary, and filed in the office of the secretary of state, and in the office of the county clerk of the county within this state where its principal business office may be located. If such report is not so made and filed, all the directors of the corporation shall jointly and severally be personally liable for all the debts of the corpora- tion then existing, and for all contracted before such report shall be made. No director shall be liable for the failure to make and file such report if he shall file with the secretary of state, within thirty days after the first day of February, or the first day of May, as the case may be, a verified certificate, stating that he has endeav- ored to have such report made and filed, but that the officers or a majority of the directors have refused and neglected to make and file the same, and shall append to such certificate a report con- taining the items required to be stated in such annual report, so far as they are within his knowledge or are obtainable from sources of information open to him, and verified by him to be true to the best of his knowledge, information and belief. (Former section 30, L. 1890, ch. 564, as amended by L. 1892, ch. 2 and ch. 688, and L. 1897, ch. 384.) For forms of report and certificate of director, in lieu of report, see post, forms Nos. 42, 43. By the amendment of 1897 the operation of this section was extended so as to apply to foreign corporations. For other provisions relative to foreign corporations see the index. The act of 1848, chapter 40, now repealed, required a publication of the report in a newspaper. The foregoing section does not. The term “directors” as used in this section includes trustees or other persons by whatever name known, duly appointed to manage the affairs of the corporation. (Gen. Corp. Law, sec. 3.) Where a person becomes a director de facto he is responsible to the same extent as though he of right occupied the position. (Donnelly vy. Pancoast, 15 App. Div., 323.) A general creditor of a domestic corporation, without proving a judg- ment recovered and an execution returned, may maintain an action against its directors to have them adjudged to be liable for its debts because of the failure of the corporation to file an annual report. (Donnelly v. Pan- coast, 15 App. Div., 323, following Camp Mfg. Co. v. Reamer, 14 App. Div, 408.) When the statute of limitations has once begun to run against the liabil- ity of a director of a corporation which has failed to file an annual report, the running of the statute cannot be stayed or affected by a renewal note accepted by the creditor from the corporation for its debt to him after the maturity of the note renewed. (Blake vy. Clausen, 10 App. Div., 223.) ANNUAL Report. 117 The Stock Corporation Law, § 30. In an action by a creditor of a corporation against its directors to recover a debt upon the ground that the directors failed to file annual reports it is not necessary to allege that a judgment has been recovered against the corporation, and that an execution has been issued thereon and returned unsatisfied. The recovery of a judgment and the return of an execution are not conditions precedent to the right of a creditor to recover from the directors of the corporation for failing to file reports. (Rose v. Chadwick, 9 App. Div., 311; also citing Miller v. White, 50 N. Y., 187-141; Rorke v. Thomas, 56 N. Y., 559-565; Green v. Easton, 74 Hun, 329; St. Bk. of Rock Valley v. Andrews, 2 Misc., 394; Strauss v. Trotter, 6 Misc., 77.) The principle adopted in Rose v. Chadwick, 9 App. Div., 311, supra, was also approved and followed in the case of Camp Mfg. Co. v. Reamer, 14 App. Div., 408; which latter case reverses 18 Misc., 619 and 18 Misc., 722. If a director assigns his shares to another, with or without consideration, and a new certificate is issued to the transferee, the transferrer ceases to be a director, even though he asserts at the time of the transfer that he believes the corporation to be insolvent and that it will ultimately fail. If such transfer be made without reference to any particular liability there- after to be incurred, and without retaining any interest in the shares, the transferrer ceases to be a director and is not liable for the subse- quently incurred debts of the corporation. (Sinclair v. Dwight, 9 App. Div., 297.) There is no statute or rule of law which prevents a director from resigning his office at any time, and if he does so openly, he ceases to be liable to the future creditors of the corporation for the omission of the directors to make and file thereafter annual reports. (Id.) Chapter 688, Laws of 1892, amending the foregoing section, is not to be deemed as a new enactment, but as amendatory legislation; therefore, between May 1, 1891, when the act of 1890 went into effect, and May 18, 1892, when said chapter 688 became a law, there was no hiatus in the law through which a corporation could escape the duty of making an annual report. (Bank of Metropolis v. Faber, 150 N. Y., 200; aff’g 1 App. Div., 341.) Where the person elected as secretary of a corporation refuses to accept office or act, but no action thereon is taken by the trustees, a verification of the annual: report by the president solely as such officer is insufficient, although at the time he is also performing the duties of secretary. (Shultz y. Chatfield, 17 Misc., 264.) The object of the statute was, not only to require that a statement should be made and filed by the proper officers of the corporation, but also that such statement upon its face should bear the stamp of authenticity and reliability, and to secure this latter qualifi- cation it would be necessary that the reports should be, as a matter of fact, made by the proper officers and also show upon their face that they were so made. (Id.) It was held by Judge Earl in the case of People against the Buffalo Stone and Cement Company (181 N. Y., 140) that failure to file an annual report was ground for dissolution of a corporation, two of the judges con- curring in the opinion. The other four judges were of the opinion that the judgment appealed from in that particular case should be affirmed and the corporation dissolved, but not upon the ground that the company had failed to file its annual report, but for another reason, to wit : That the 118 AnnuaL Report. The Stock Corporation Law, § 30. capital stock of the company had not been paid in within the time pre scribed by statute. Assuming, however, for the purposes of this applica- tion that an action may be brought for the dissolution of a corporation under § 1798 of the Code of Civil Procedure, for the reason that it has failed to file its annual report, and by so doing has offended against some provision of the act under which it was created, or violated some pro- vision of law, whereby it has become liable to forfeit its charter, the commencement of such an action is entirely a matter of discretion. * * * While it may be true that power is vested in the Attorney-General, by permission of the court, to commence an action of this nature, I am not disposed to exercise any such discretion, nor to ask the court for leave to commence any such action. (From opinion of Attorney-General Hancock, in the matter of Newtown Gas Co., dated June 2, 1897.) The mere making of the report is not sufficient, nor is the fact that it was delivered to an officer of the corporation for filing. The report must be actually filed, and the omission to do so is not excused by entrusting the duty to another who fails to perform it. (Whitney v. Cammann, 137 N. Y., 342.) Where a debt was contracted by a corporation during the time of its default and failure to file the annual report required by the foregoing sec- tion, the fact that the notes given by such corporation in payment of such obligation, during the continuance of the default, were not due during the continuance of the default or prior to the time that the report was subse- quently filed, does not relieve the directors from personal liability upon such notes. The debt having been contracted during the default was within the statute, although not due, and an extension of time of payment would not discharge the liability of the directors, although it would post- pone the remedy. (Providence Steam and Gas Pipe Co. v. Connell, 86 Hun, 319.) Where a report is filed before any claim accrues against the corporation the officers are not liable. (Witherow v. Slayback, 11 Misc., 526.) There is no obligation to file an annual report after the corporation has abandoned its business and passed into the hands of a receiver. (Id.) No liability attaches against officers of a corporation for a false report, unless the re- port was filed before the credit was given. (Id.) The verification of an annual report by a person who is both the vice- president and treasurer of the corporation is not irregular because the person verifying the same did not make separate oaths as vice-president and as treasurer. (Novelty Mfg. Co. v. Connell, 88 Hun, 254.) The liabil- ity imposed upon the directors of a corporation for a failure to file the annual report is a liability created by the statute in the form of a penalty for specific acts of disobedience. (Id.) The directors are jointly and severally liable for the debts if the report is not filed. (Hoag v. Lamont, 60 N. Y., 96; Roach v. Duckworth, 95 N. Y., 399.) An unliquidated claim, arising out of a breach of contract of employ- ment, due at the time of default in filing report, is a debt within the meaning of the statute. (Green y. Easton, 74 Hun, 329.) Unnecessary to obtain judgment against the corporation on such claim before proceed- ing against a director. (Id.) If such judgment is obtained against the AnnvuaL Report. 119 The Stock Corporation Law, § 30. corporation, a recovery cannot be had against a director for the costs included in such judgment. (Id.) : ; This section does not require the report to specify how much of the stock was paid for in cash and how much in property. (Whitaker v. Mas- terton, 106 N. Y., 281.) An action to recover the penalty prescribed by this section must be commenced within three years. (Merchants’ Bank v. Bliss, 35 N. Y., 412; Losee v. Bullard, 79 N. Y., 404; Duckworth v. Roach, 81 N. Y., 49; Jones vy. Barlow, 62 N. Y., 202; Rector v. Vanderbilt, 98 N. Y., 170; Miller v. White, 50 N. Y., 187; Shaler & H. Q. Co. v. Bliss, 27 N. Y., 297.) As, to the failure to make and file an annual report creating a ground for forfeiture of corporate rights, see Peo. v. Buffalo Stone & Cement Co., 131 N. Y., 140; 42 St. Rep., 753. An action under this section must be founded on the original claim against the corporation, not upon a judgment recovered against it. (Green vy. Easton, 74 Hun, 329; Esmond v. Bullard, 16 Hun, 65; aff’d 79 N. Y., 404; see, also, Whitney A. Co. v. Barlow, 63 N. Y., 62; Jones v. Same, 62 N. ¥., 202; Miller v. White, 50 N. Y., 187; Rorke v. Thomas, 56 N. Y., 565; Stephens v. Fox, 83 N. Y., 317. But see, also, Allen v. Clark, 108 N. Y., 269.) An action under this section does not abate by the death of the creditor, but will abate upon the death of the defendant. (Zoller v. O’Keefe, 15 Abb. N. C., 488; Bonnell v. Griswold, id., 470.) Also held that it abates upon death of either party. (Brackett v. Griswold, 103 N. Y., 425; Blake vy. Same, 104 N. Y., 618; Stokes v. Stickney, 96 N. Y., 323; see, also, Carr y. Rischer, 119 N. Y., 117; B’k of California v. Collins, 5 Hun, 209.) ° The cause of action is assignable. (Pier v. George, 86 N. Y., 613; Bon- nell v. Wheeler, 68 N. Y., 294; Bolen v. Crosby, 49 N. Y., 183; Briggs v. Easterly, 62 Barb., 51; Cornell v. Roach, 101 N. Y., 373.) As to reports when the business has been abandoned. (See Wamsley v. Palmer, 5 N. Y. St. R., 307.) When bankrupt. (Bonnell v. Griswold, 80 N. Y., 128.) _ When the corporation may be deemed dissolved so far as liability of trustees is concerned. (Losee v. Bullard, 79 N. Y., 404; Bonnell v. Gris- wold, 80 N. Y., 128; Bruce v. Platt, 80 N. Y., 379; Bradt v. Benedict, 17 N. Y., 93; Jones v. Barlow, 62 N. Y., 202.) A creditor is not obliged to show special pecuniary damage by reason of neglect to file report. (Merchants’ Bank v. Bliss, 35 N. Y., 416.) The penalty provided by this section will be imposed only in cases where the plain language of the provision requires it. (Whitaker v. Mas- terton, 106 N. Y., 277; Brackett v. Griswold, 103 N. Y., 425.) This section is highly penal and should be strictly construed. (Whitney Arms Co. v. Barlow, 63 N. Y., 62; Wiles v. Suydam, 64 N. Y., 178; Pier v. George, 86 N. Y., 618; Victory W. P. Co. v. Beecher, 97 N. Y., 651; Gadsen v. Woodward, 103 N. Y., 241; Knox v. Baldwin, 80 N. Y., 610; Easterly v. Barber, 65 N. Y., 252; Veeder v. Baker, 83 N. Y., 156; Stokes v. Stickney, 96 N. Y., 323.) A director can avoid the penalty of an omission by filing a certificate or report. (Butler v. Smalley, 101 N. Y., 71.) This is a saving clause for the protection of the innocent and willing director or trustee from personal 120 AnnvuaL Report. The Stock Corporation Law, § 30. liability. (Vincent v. Sands, 58 N. Y., 672.) Trustees retiring from office during the default are liable for then existing debts, but not for those subsequently incurred. (Id.) Upon a default the trustees then in office are liable for all the company’s debts then existing, whether contracted by them or their predecessors, and for all subsequently contracted during their term until the report is made. (Id.) Their successors may escape liability by promptly complying with the statutes. (Id.) Filing before the time specified is not a compliance. (Cincinnati C. Co, v. O’Keefe, 120 N. Y., 603.) When the acting board has complied with this section it is sufficient, (Wallace v. Walsh, 125 N. Y., 26.) A corporation that has not commenced active business is not relieved from filing a report. (Jones v. Barlow, 62 N. Y., 202.) No report is necessary if business has been entirely abandoned. (Kirk- land v. Killie, 99 N. Y., 390; Carraher v. Mulligan, 28 St. Rep., 439.) Or if the charter has expired. (Gold v. Clyne, 134 N. Y., 262.) Or if a receiver has been appointed. (Huguenot Nat. Bk. v. Studwell, 74 N. Y., 621; Coch- ran vy. Smith, 54 N. Y. Super. Ct., 117.) But a pending, contested applica- tion to annul the charter is no excuse for failing to report. (First Nat. Bk., ete., v. Lamon, 41 St. Rep., 684.) It is essential to the liability of one sought to be charged that his occu- panucy of the relation of director, the default and the debt of the corpora- tion have existence at the same time. (Gold vy. Clyne, 184 N. Y., 262.) Bonds given by the company, as a mere gratuity, do not constitute a debt upon which to base a recovery under this section. (Norris y. De Wolf, 76 N. Y., 597.) Nor does an indebtedness imposed by fraud or improper practices of the creditor. (Adams v. Mills, 60 N. Y., 533.) Bonds diverted from the purpose for which they were intended to the knowledge of the holder are not, in his hands, a debt against the corpo- ration under this section. (Kirkland v. Kelle, 99 N. Y., 390.) Torts committed by the corporation do not render the trustee liable under this section. (Esmond v. Bullard, 79 N. Y., 404.) As to other debts not within the meaning of this section. (Victory W. P. Co. v. Beecher, 97 N. Y., 651; Whitney Arms Co. v. Barlow, 68 N. Y., 34; Lewis v. Armstrong, 8 Abb. N. C., 385; Jones v. Barlow, 62 N. Y. 202; Whitney A. Co. v. Same, 63 N. Y., 62.) A trustee or director who resigns relieves himself from liability there- after incurred, although the resignation is neither acted upon by the board nor entered in the corporate books. (Blake v. Wheeler, 18 Hun, 496; aff'd 80 N. Y., 128; Chandler v. Hoag, 2 Hun, 618; aff'd 63 N. Y, 624.) As to resignation, see, also, Bruce y. Platt, 80 N. Y., 379; Van Amburgh v. Baker, 81 N. Y., 46; Reed v. Keese, 60 N. Y., 616; Sanborn v. Lefferts, 58 N. Y., 179; Denning v. Puleston, 55 N. Y., 655; Boughton v. Otis, 29 Barb., 196; aff'd 21 N. Y., 261; Garrison v. Howe, 17 N. Y., 458. In actions against directors the creditor must establish that the debt was contracted by the corporation. (Dabney v. Stevens, 40 Hun, 341.) A creditor consenting to non-filing of report cannot take advantage thereof. (Carraher vy. Mulligan, 54 Hun, 638; 28 St. Rep., 439.) A director, who is also a creditor of the corporation, cannot maintain an action against his co-directors. (Easterly v. Barber, 65 N. Y., 252) Liazniuiry or Orricers ror Fautse Reports, Etc. 121 The Stock Corporation Law, § 31. One who has acted as director, though not elected, cannot repudiate his directorship and recover from others with whom he acted. (Id.) But when 2 corporate debt, owned by a director, is assigned by him, abso- lutely for value, the assignee may, on a subsequent failure of the corpora- tion to file a report, proceed under this section though the assignor's directorship continues up to the time of such default. (Cornell v. Roach, 101 N. Y., 373.) Upon a default in filing the report, the directors are personally liable for all the debts of the corporation then existing, even though such debts are not due. (Carr v. Risher, 119 N. Y., 177; aff’g 50 Hun, 147.) , The liability of a person, who became a director after a default in filing the report, is limited to debts incurred during his directorship, and while the default continues. (Shaler & H. Q. Co. v. Bliss, 27 N. Y., 297; Gar- rison v. Howe, 17 N. Y., 458; Boughton v. Otis, 21 N. Y., 261.) A director cannot avail himself of a defense which would not be avail- able by the corporation. (Whitney Arms Co. v. Barlow, 63 N. Y., 62.) Whatever will defeat or abate an action against the corporation will be a defense to the trustees or directors. (Jones v. Barlow, 62 N. Y., 202.) In defending an action the debt may be denied. (Adams vy. Mills, 60 N, Y., 533; Rathbun v. Snow, 123 N. Y., 343; Alexander v. Cauldwell, 83 N. Y., 480.) The facts upon which the debt is founded must be proved. The naked admission of the corporation or judgment against the corporation are not evidence against the trustees. (Whitney Arms Co. v. Barlow, 63 N. Y., 62.) However, where a judgment for costs has been recovered against a cor- poration in an action for trespass brought by it, the judgment is a debt of the corporation and is prima facie evidence of the existence of the debt; but, it seems, that in an action against a trustee to recover such a debt he may show that the recovery was either collusive or fraudulent. (Allen v. Clark, 108 N. Y., 269, distinguishing Miller v. White, 50 N. Y., » 187.) In an action to charge a trustee for a debt due from a corporation a judgment, rendered on the merits in favor of the corporation in an action by the plaintiff to recover the same debt, may be introduced in evidence and is conclusive against the plaintiff’s right to recover. (Tyng v. Clarke 9 Hun, 269.) The statute of limitations, though it may have barred creditors from suing the corporation, does not, after the corporation has suffered judg- ment without pleading the statute, bar a receiver from forthwith recover- ing against directors. (Van Cott v. Van Brunt, 2 Abb. N. C., 283.) § 31. Liability of officers for false certificates, reports or public notices.—If any certificate or report made or public notice given by the officers or directors of a stock corporation shall be false in any material representation, the officers and directors signing the same shall jointly and severally be personally liable to any person who has become a creditor or stockholder of the cor- poration upon the faith of any such certificate, report, notice or any material representation therein to the amount of the debt con- 122 Liapiuity oF OFFICERS FoR Fatsre Reports, ETc. The Stock Corporation Law, § 31. tracted upon the faith thereof if not paid when due, or of the damage sustained by any purchaser of or subscriber to its stock upon the faith thereof. The liability imposed by this section shall exist in all cases where the contents of any such certificate, report or notice or of any material representation therein shall have been communicated either directly or indirectly to the person so becom- ing a creditor or stockholder and he became such creditor or stock- holder upon the faith thereof. No action can be maintained for a cause of action created by this section unless brought within two years from the time the certificate, report or public notice shall have been made or given by the officers or directors of such corporation. (Former section 31, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) As enacted in 1890 this, section provided relief only to creditors for injury caused by reliance upon false certificates and reports. The section as above amended, however, extends the remedy to stockholders, defines the cases in which liability under the section exists ang fixes a short statute of limitations within which the action must be brought. The term “ directors,” as used in this section, includes trustees or other persons by whatever name known, duly appointed to manage the affairs of the corporation. (Gen. Corp. L., sec. 3.) This section being penal must be strictly construed. (Torbett v. Godwin, 62 Hun, 407; Veeder v. Baker, 83 N. Y., 156.) Untruthful representations which would have no effect upon the judg- ment or conduct of persons dealing with the corporation could not be held to be material. (Waiton v. Godwin, 33 St. Rep., 889; id., 58 Hun, 87.) Officers signing a false report are liable only for debts contracted after the report was filed. (Torbett v. Godwin, 42 St. Rep., 323; 62 Hun, 407.) It is not necessary to show that the officers knew the certificate or report to be false. (Huntington v. Attrill, 118 N. Y., 365; Torbett v. Eaton, 113 N. Y., 623; 49 Hun, 209. But see, also, Bonnell v. Griswold, 89 N. Y., 122; Same v. Same, 80 N. Y., 128; Lake Sup. I. Co. v. Drexel, 90 N. Y,, 87; Pier v. Hanmore, 86 N. Y., 95; Butler v. Staley, 101 N. Y., 71.) In au action against a director a judgment against the corporation !s neither conclusive nor prima facie evidence of the debt. (Torbett v. God- win, 62 Hun, 407; Brand v. Goodwin, 24 St. Rep., 305.) The action under this section abates upon the death of either party. (Brackett v. Griswold, 103 N. Y., 425; Blake v. Same, 104 N. Y., 613; Whitaker v. Masterton, 104 N. Y., 280.) The penalty is recoverable by the assignee. (Pier v. George, 86 N. Y., 613; Torbett v. Godwin, 62 Hun, 407.) Only those who make the false report are liable. (Bonnell vy. Griswold, 68 N. Y., 294; Torbett v. Godwin, 62 Hun, 407.) The burden is placed upon the plaintiff of establishing that the cer- tificate filed was in point of fact false. (Ferguson v. Gill, 74 Hun, 566.) ALTERATION oF Business; Sate or Francuise, etc. 123 The Stock Corporation Law, §§ 32, 33. § 32. Alteration or extension of business.—Any stock corporation heretofore or hereafter organized under any general or special law of this state may extend or alter its business and powers so as to include any purposes and powers which at the time of such extension may have been conferred by law upon corporations engaged in a business of the same general character, or which might be included in the certificate of incorporation of a corporation organized under any general law of this state for a business of the same general character, by filing in the manner provided for the original certificate of incorporation an amended certificate, exe- cuted by a majority of its directors, stating the extension of busi- ness and powers and rights proposed, and that the same has been duly authorized by a vote of stockholders representing at least three- fifths of the capital stock, at a meeting of the stockholders called for the purpose in the manner provided in section forty-five of this chapter, and.a copy of the proceedings of such meeting, verified by the affidavit of one of the directors present thereat, shall be filed with such amended certificate. (New, added by L. 1892, ch. 688.) For form of certificate, sce post, form No. 44. By proceedings pursuant to the above section any stock corporation organized under the laws of this State may extend or alter its business and powers, so as to include any purpose or powers which, at the time of such extension, might properly be included in the certificate for the formation of a corporation of the same general character under any general law. (People ex rel. Municipal Gas Co. v. Rice, 188 N. Y., 151.) One of the additional powers which stock corporations may acquire by the filing of an amended certificate under the foregoing section is the power to exchange its stock for that of another corporation engaged in a business of the same general character. While this is in effect the merg- ing of the business and franchises of the two corporations, it may be done by an amendment to the certificate, thereby avoiding a resort to the provisions for the consolidation of corporations. (Id.) § 33. Sale of franchise and property.—A stock corpo- ration, except a railroad corporation and except as otherwise pro- vided by law, with the consent of two-thirds of its stock, may sell and convey its property, rights, privileges and franchises, or any interest therein or any part thereof to a domestic corporation, engaged in a business of the same general character, or which might be included in the certificate of incorporation of a corpo- ration organizing under any general law of this state for a business of the same general character; and such sale and conveyance shall vest the rights, property and franchises thereby transferred in the 124 Sas or FRANoHISE AND PROPERTY. The Stock Corporation Law, § 33. corporation to which they are conveyed for the term of its corporate existence, subject to the provisions and restrictions applicable to the corporation conveying them. Before such sale or conveyance shall be made such consent shall be obtained at a meeting of the stockholders called upon like notice as that required for an annual meeting. If any stockholder not voting in favor of such proposed sale or conveyance shall at such meeting, or within twenty days thereafter object to such sale, and demand payment for his stock, he may, within sixty days after such meeting, apply to the Supreme Court at any special term thereof held in the district in which the principal place of business of such corporation is situated, upon eight days notice to the corporation, for the appointment of three persons to appraise the value of such stock, and the court shall appoint three such appraisers, and designate the time and place of their proceedings as shall be deemed proper, and 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, and deliver one copy to such corporation, and another to such stockholder if demanded; the charges and expenses of the appraisers shall be paid by the corporation. When the corporation shall have paid the amount of such appraisal, as directed by the court, such stock- holders shall cease to have any interest in such stock and in the corporate property of such corporation and such stock may be held or disposed of by such corporation. (New section, added by L. 1893, ch. 638.) For explanation of interval in numbering between section 33, supra, and section 40, infra, see the note immediately preceding article 2 of this law. Issuz anp Transrers oF Stock. 125 The Stock Corporation Law, § 40. ARTICLE III. Stock; StockHoLpErs, THEIR Riguts anp Lraprities. Section 40. Issue and transfers of stock. a 41. Subscriptions to stock. 42, Consideration for issue of stock and bonds. 43, Time of payment of subscriptions to stock. 44. Increase or reduction of capital stock. 45. Notice of meeting to increase or reduce capital stock. 46. Conduct of such meeting; certificate of increase or reduction. 47. Preferred and common stock. 48. Prohibited transfers to officers or stockholders. 49. Payment by stockholders of mortgage debt pending fore- closure. 50. Application to court to order issue of new in place of lost certificate of stock. 51. Order of court upon such application. 52. Financial statement to stockholders. 58. Stock books of foreign corporations. 54. Liabilities of stockholders. 55. Limitation of stockholder’s liability. 56. Increase or reduction of number of shares, 57. Voluntary dissolution. 58. Merger. 59. Change of place of business. 60. Liabilities of officers, directors and stockholders of foreign corporations. § 40. Issue and transfers of stock.—The stock of every stock corporation shall be represented by certificates prepared by the directors and signed by the president or vice-president and secretary or treasurer and sealed with the seal of the corporation, and shall be transferable in the manner prescribed in this chapter and in the by-laws. No share shall be transferable until all pre- vious calls thereon shall have been fully paid in. Any stock corporation, domestic or foreign, now existing or hereafter organized, except monied corporations, may purchase, acquire, hold and dispose of the stocks, bonds and other evidences of indebtedness of any corporation, domestic or foreign, and issue in exchange therefor its stock, bonds or other obligations if author- ized so to do by a provision in the certificate of incorporation of such stock corporation, or in any certificate amendatory thereof or supple- mentary thereto, filed in pursuance of law, or if the corporation whose stock is so purchased, acquired, held or disposed of, is engaged in a business similar to that of such stock corporation, 126 Issuz AND TRANSFERS OF STOCK. The Stock Corporation Law, § 40. or engaged in the manufacture, use or sale of the property, or in the construction or operation of works necessary or useful in the business of such stock corporation, or in which or in connection with which the manufactured articles, product or property of such stock corporation are or may be used, or is a corporation with which such stock corporation is or may be authorized to consolidate. When any such corporation shall be a stockholder in any other corporation, as herein provided, its president or other officers shall be eligible to the office of director of such corporation, the same as if they were individually stockholders therein and the corporation holding such stock shall possess and exercise in respect thereof, all the rights, powers and privileges of individual owners or holders of such stock. Any stock corporation may, in pursuance of a unanimous vote of its stockholders voting at a special meeting called for that purpose by notice in writing signed by a majority of the directors of such corporation stating the time and place and object of the meeting, and served upon each stockholder appearing as such upon the books of the corporation, personally or by mail at his last- known post-office address at least sixty days prior to such meeting, guarantee the bonds of any other domestic corporation engaged in the same general line of business. (Former section 40, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of certificate of stock, see post, form No. 45. For form of demand for transfer of certificate of stock, see post, form No. 46. For method of transferring stock, see section 29, ante. By the amendment of 1892 the provisions of former section 40 of this law and section 12 of the Business Corporations Law were consolidated and materially changed. This section now extends to corporations greater privileges in regard to holding bonds and stocks of other corporations than have heretofore been conferred by any law of this State. The pro- vision making an officer of one corporation eligible as a director in another is also new, likewise the last clause in the above section confer- ring authority to guarantee the bonds of any other domestic corporation engaged in the same general line of business. A corporation cannot acquire the majority of the stock of another corpo- ration, obtain control of its affairs, divert the income of its business, refuse business which would have enabled it to pay interest on its bonds and avoid default, and ‘then institute an action in equity to enforce defaulted obligations against such corporation, with the avowed purpose of obtaining entire control of its property to the injury of the minority stockholders. (Farmers’ Loan & Trust Co. v. N. Y. & Northern Ry. Co., 150 N. Y., 410; see, also, cases therein cited.) Issuz anp TrRansFeRs or Stock. 127 The Stock Corporation Law, § 40. When one corporation obtains control of the board of directors of another corporation, and thereafter, without consideration, obtain the property of the latter corporation, and so arranges its affairs as to render all the shares of its stock, other than those held by the controlling cor- poration, valueless, a stockholder of the corporation which has been thus despoiled, may maintain an action to redress the wrong done to his com- pany. (Pondir v. N. Y., L. E. & W. R. R. Co., 72 Hun, 385.) The right of a corporation to purchase stock and bonds of another cor- poration, given under the foregoing section, confers upon the purchaser no authority to employ the stock and bonds for purposes condemned by the principles of equity. (Farmers’ Loan & Trust Co. v. N. Y. & Northern Ry. Co., 150 N. Y., 410 ; revers’g 78 Hun, 213.) A corporation may acquire by purchase all the stock of another corpora- tion, and yet the latter may continue a distinct and existing organization, with its own officers aud board of directors. (Hinstein v. Rochester Gas & Electric Co., 146 N. Y., 46.) Persons who are merely stockholders and hold no office in a corporation do not hold positions of trust or confidence toward each other, and one in accepting an offer to purchase his stock by another is under no obligation to volunteer the information that the company is insolvent. (Rothmiller y. Stein, 143 N. Y., 581.) The liability of a corporation to a bona fide holder of certificates of its stock, fraudulently issued by the wrongful or criminal acts of its officers or agents, is determined by the general rules of law governing the rela- tions of principal and agent as developed and applied to corporations, act- ing solely through such agencies. (Jarvis v. Manhattan Beach Co., 148 N. ¥., 652 ; aff’g 75 Hun, 100.) The general rule, that the principal is liable to a third person in a civil action for the fraud or other malfeasance of his agent, perpetrated by the latter in the course of his employment, although the principal did not authorize, justify or know of the misconduct, is applicable to a corporation in the case of a fraudulent issue of stock certificates by its agent. (Jarvis y. Manhattan Beach Co., 148 N. Y., 652; aff’g 75 Hun, 100.) While corporation stock certificates do not possess all the qualities of commercial paper they do possess some of them, and innocent parties deal- ing in them will be protected upon analogous principles, and, in a proper case, will be entitled to compel recognition as stockholders, where power exists to issue new certificates, or to indemnity if there is not. (Jarvis v. Manhattan Beach Co., 148 N. Y., 652; aff’g 75 Hun, 100.) Certificates of stock are not negotiable in form, they represent no debt and are not securities for money ; but the courts of this country, in view of the extensive dealings in certificates of shares in corporate enterprises, and the interest both of the public and of the corporation which issues them, in making them readily transferable and convertible, have given to them some of the elements of negotiability. (Knox v. Eden Musee Co., 148 N. Y., 441; revers’g 74 Hun, 483.) The owner of shares of stock may transfer his title by delivery of the certificate with a blank power of attorney indorsed thereon, signed by the owner of the shares named in the certificate, and such a delivery transfers the legal title to the shares as between the parties to the transfer, and not 128 IssuzE AND TRANSFERS OF STOCK. The Stock Corporation Law, § 40. a mere equitable right. (Knox vy. Eden Musee Co., 148 N. Y., 441; reversing 74 Hun, 483.) The transferee, in good faith and for value, holds his title free from latent equities between prior parties in the line of transmission. Under the doctrine of implied agency and the application of the principle of estoppel to the situation, the true owner is in many cases precluded from asserting his title. But the title of the true owner of a lost or stolen certificate may be asserted against any one subsequently obtaining its possession, although the holder may be a bona fide purchaser. (Knox y, Eden Musee Co., 148 N. Y., 441; revers’g 74 Hun, 483; dist’g McNeil vy. Tenth Nat. Bk., 46 N. Y., 325; N. Y. & N. H. R. R. Co. v. Schuyler, 34 N. Y., 30, and citing Anderson v. Nicholas, 28 N. Y., 600 ; Bangor Elec. Lt. Co. v. Robinson, 52 Fed. Rep., 520; Biddle v. Boyard, 13 Pa. St., 150; Bar- stow v. Savage M. Co., 64 Cal., 388 ; Shaw v. R. R. Co., 101 U. S., 557.) The by-laws of a corporation are primarily for its own and stockholders’ protection, and neglect by its officers in a single instance to obey a by-law which directs the cancellation of certificates of stock surrendered for transfer, before issuing new certificates, is not such negligence as will render the corporation liable, at the suit of an innocent third party, for the value of certificates which should have been canceled but which were fraudulently pledged to such party, by the manager employed by the corporation, as security for a loan made to him personally. (Knox y. Eden Musee Co., 148 N. Y., 441; revsg. 74 Hun, 483.) The act of the manager of a corporation, without any authority to issue certificates for any purpose, in issuing as valid as security for a personal debt, surrendered certificates of stock directed by its president to be can- celed, and of which the company had never invested the manager with indicia of ownership, is a willful and criminal act, and upon uno princi- ple of agency, either express or implied, can the corporation be made liable therefor. (Knox v. Eden Musee Co., 148 N. Y., 441; revsg. 74 Hun, 483.) The capital stock of a corporation is personal property ; it has not, nor has the certificate or other evidence of title or ownership, any of the quali- ties of commercial or negotiable paper. (Weaver v. Barden, 49 N. Y., 286.) While certificates of stock do not possess, in full, the qualities of commercial paper, yet when the transfer indorsed thereon is signed in blank by the shareholder named therein, they become, in effect, so far 28 the public is concerned, as if they had been issued to bearer. (Fifth Ave. Bank v. Forty-second St. & Grand St. Ferry R. R. Co., 137 N. Y., 231.) A corporation will not’ be bound by representations made by its presi- dent and chief administrative officer as to the genuineness of a certificate of stock, when such officer was not engaged in the transaction of the busi- ness of, or in the discharge of any duty imposed upon him by the corpora- tion. (Manhattan Life Ins. Co. v. Forty-second St. & Grand St. Ferry RB. R. Co., 189 N. Y., 146, dist’g Fifth Ave. Bank vy, Same, 187 N., Y., 231) But the rule which imposes a liability upon the principal for the unauthor- ized acts of his agent applies to a spurious, but apparently genuine, certificate of stock, wrongfully issued by a person who was at the time secretary, treasurer and transfer agent, and invested with authority to sign, countersign and seal valid certificates of stock, and who, when he issued the certificate in question, was acting within the scope of his appal- Igsuz anp TRANSFERS oF STOCK. 129 ® The Stoek Corporation Law, § 40. ent authority. (Hellman v. Same, 74 Hun, 529.) A bona fide holder of such certificates has a claim to recognition as a stockholder, or to idem- nity. (Mutual Life Ins. Co. v. Same, 74 Hun, 505.) When certificates of stock contain restrictions which were originally unauthorized, the stockholders may, by lapse of time and course of dealing, acquiesce in and ratify the restriction. (Reynolds v. Bank of Mt. Vernon, 6 App. Div., 62.) An agreement between the stockholders of a corporation that no one of them will sell, assign or dispose of his stock, without having first given the other parties an opportunity to purchase, does not preclude a party _from transferring a legal title to his stock without the consent of the others, and in violation of the agreement, and this although the trans- feree was cognizant of the agreement, at the time of the transfer. (In re Argus Co. v. Manning, 138 N. Y., 557.) Enforcement of specific perform- ance of such an agreement by a court of equity is in the discretion of the court ; it may not be demanded as a right. (Id.) The fact that the trans- feree holds the stock, subject to enforcement of the equitable remedy, will not interfere with his legal title, nor does it. preclude the corporation from according to him all the rights of a stockholder. (Id.) A provision on the face of a certificate of stock that the shares therein referred to are held ‘‘ subject to the conditions and stipulations contained in the articles of association above mentioned,” is sufficient notice to put a purchaser of the shares upon inquiry to ascertain what the conditions and stipulations are; and in an action by the purchaser of such stock against the corporation to compel the transfer thereof to him upon the books of the corporation, he must either be presumed to have made such inquiry and ascertained the rights of the corporation, or else he was guilty of such negligence as is fatal to his claim to be treated as a bona fide purchaser of the stock. (Gibbs v. Long Island Bank, 83 _ Hun, 92.) A stockholder has a right to transfer to another his certificate of stock, which is liable to assessment, provided the transaction was in good faith ; and if the certificate so surrendered is delivered to the corporation and canceled by it, and a new certificate issued to the transferee, the corpo- ration thereby surrenders all claim upon the original stockholder, and accepts the transferee in his place. (Rochester & Kettle Falls Land Co. v. Raymond, 4 App. Div., 600; see, also, cases therein cited.) Even if such transfer was made in bad faith, the corporation waives the fraud by receiving and canceling the original certificate of stock, accepting in place of the original stockholders, the transferee, and prosecuting him for an assessment on the stock. (Id.) Semble, The situation might be different in an action to rescind the transaction in behalf of creditors and share- holders injured by the substitution of an irresponsible stockholder for a “responsible one. (Id.) When the officers of a corporation, authorized to issue stock certificates, fraudulently issue certificates for shares in excess of the number the cor- poration is authorized to issue, the corporation is liable to an innocent holder in damages for such over-issue to the extent of the value of the shares. (Archer v. Dunham, 89 Hun, 387.) Where a valid sale of stock, pledged for a debt, has been made upon 9 1380 IssuE AND TRANSFERS OF STooK. The Stock Corporation Law, § 40. default in payment, and the pledgee has purchased the same, neither the pledgor nor his personal representatives, in case of his death, are necessary parties to an action to compel the corporation to transfer the stock. (Buffalo German Ins. Co. vy. Third Nat. Bk., 19 Misc., 564.) A pledgee or purchaser of certificates of stock, which state on their face that the corporation shall have a lien on them for any indebtedness to it of the owner of the stock, takes with notice of such provision, although he does not read them at the time of purchase or pledge. (But. falo German Ins. Co., v. Third Nat. Bk., 19 Misc., 564.) A court of equity has not the power to restrain a corporation which has legally purchased stock of another corporation from voting on such stock, upon the allegation or proof that such corporation intends to cause a board of directors to be elected, who may injure or prejudice the inter. ests of the minority stockholders of the corporation whose stock has been so purchased. (Oelbermann vy. N. Y. & Northern Ry. Co, 7 Hun, 332.) It has been repeatedly decided by the courts of this State, and by many others, that, unless expressly authorized by law, it is ultra vires and contrary to public policy for any corporation to purchase the stock of another corporation. The Legislature of this State, however, has seen fit to make a radical change in the law, and, so long as the present statute remains in force, the courts must enforce it. (Oelbermann y. N, Y. & Northern Ry. Co., 77 Hun, 332.) If the acts of a railroad company in purchasing stock of another rail- road are ultra vires, the only persons who can object are stockholders of the former or the People of the State. Stockholders of the company whose stock is purchased are not entitled to object. (Oelbermann v. N. Y. & Northern R. R. Co., 7 Mise. Rep., 352.) A corporation, being a stock- holder in another corporation, is not debarred from purchasing the bonds of the latter. (Id.) When certificates of stock are transferable without restriction the cor- poration cannot discriminate and refuse to transfer certificates to a person who is hostile to it. (Rice v. Rockefeller, 184 N. Y., 174.) The finding of a jury, upon conflicting evidence as to whether or not cer- tain representations as to the validity of certain stock certificates were made by the corporation, is conclusive. (Jarvis v. Manhattan Beach Co., 75 Hun, 100.) A bona fide holder of a certificate of stock which shows apparently all the requisites of genuineness is entitled to recognition as & stockholder if a new certificate can be issued to him, or to indemnity. (Id.) No presumption that a party is still a stockholder in a corporation arises by the production from the papers of the corporation of a canceled stock certificate, showing that the shares represented thereby had been issued to him, that he had signed a blank transfer on the back of the certificate, and that the certificate had come into the hands of the company and had been canceled, without any proof that such transfer was obtained from him without consideration or by false representations. (Thompson v. Stanley, 73 Hun, 248.) The relation of stockholder is not established by the mere production of a certificate of stock with a transfer purporting to be signed by the administrator of the person named on the face of such certif- eate. (Id.) Issuz anp TRANSFERS oF Stock. 131 The Stock Corporation Law, § 40. In an action against a corporation upon a guaranty of another corpora- tion’s bonds, an allegation in the complaint that the guaranty was made by defendant “ having authority so to do,” is one of fact and not a conclusion of law. (Bryce vy. Louisville, N. A. & C. Ry. Co., 73 Hun, 233.) Where stock was purchased upon condition that a guaranty was to be given in respect thereto, but such guaranty was not delivered until several days after the purchase, it was held that the purchase of the stock and the guaranty were parts of the same transaction, and that the purchase of the stock was a sufficient consideration to sustain the guaranty. (Oppenheim y. Waterbury, 86 Hun, 122.) When an agreement has been made with a person, as a stockholder, for his protection as such, and another succeeds to his stock, his successors or assigns become entitled to the protection which the contract gave to him. (Einstein v. Rochester Gas & Hlec. Co., 77 Hun, 149.) When certificates of stock contain apparently all the essentials of gen- uineness a bona fide holder thereof has a claim to recognition as a stock holder. (Mut. Life Ins. Co. v. 42d St. R. R. Co., 74 Hun, 505.) A corporation cannot purchase the stock of another corporation unless expressly authorized by law to make such purchase; but a corporation authorized to buy the stock of another corporation has the right to vote upon such stock. (Oelbermann v. N. Y. & Northern Ry. Co., 77 Hun, 332.) Section 40, supra, applies to railroad corporations, notwithstanding the provisions of sections 78 and 79 of the Railroad Law. (Id.) The vendor of stocks is the nominal owner thereof until a transfer of such stock is made on the books of the corporation. Both vendor and vendee are liable to creditors. (Johnson v. Underhill, 52 N. Y., 203.) A subscription to the certificate of incorporation with a statement of the number of shares opposite the name, is a sufficient and binding subscrip- tion for the stock, and takes effect upon the filing of the certificate. (Phoenix W. Co. v. Badger, 67 N. Y., 294.) The relation of stockholder is established by the subscription and pay- ment, and does not depend upon the issue of a certificate or other evidence of such right by the corporation. (Rutter v. Kilpatrick, 63 N. Y., 604.) The right to sell shares is a personal one, and so is the right to grant or withhold assent to change their relative value. (Campbell v. Am. Zylonite Co., 122 N. Y., 455; 34 St. Rep., 38.) A transfer of stock, valid as between the parties, but not entered upon the books of the corporation, does not exempt the transferrer from liabil- ity as a stockholder to the creditors of the corporation. (Shellington v. Howland, 53 N. Y., 371.) The certificate of stock ig the muniment of the shareholder’s title, and evidence of his right. (Kent v. Quicksilver M. Co., 78 N. Y., 180.) A stockholder may proceed against a corporation if it negligently can- cels his stock and issues certificates therefor to another. (St. Romes v. Levee Cotton Co., 127 U. S., 614.) This section is not violated by a transfer to a corporation of the stock of another corporation as a gift. (Frothingham v. Broadway & 7th Av. RB. R. Co., 9 N. Y. Civ. Pro. Rep., 804; King v. Barnes, 113 N. Y., 476.) The capital stock is the money contributed to the capital and is usually represented by shares issued to the subscribers to the stock on the initia- 1382 SupscRiptions To StToox. The Stock Corporation Law, § 41. tion of the corporate enterprise. (Christensen v. Eno, 106 N. Y., 97; Burrall v. Bushwick R. R. Co., 75 N. Y., 211.) An agreement between stockholders not to sell, assign, pledge or give power of attorney to vote, or agree to sell the stock respectively owned by the parties without the concurrent consent of all is void on its face, (In re Argus Co. v. Manning, 138 N. Y., 557; Fisher v. Bush, 35 Hun, 641; see, also, Titus v. Prest., etc., G. W. Turnpike Road, 61 N. Y., 237.) Unless expressly authorized by law so to do, a corporation cannot pur- chase or deal in stocks of other corporations, but may take such stock in payment of a debt. (Holmes & G. Mfg. Co. v. Holmes & W. M. Co., 127 N. Y., 252; Milbank vy. N. Y., L. E. & W. R. Co., 64 How., 20; Talmage v. Pell, 7 N. Y., 328; Kent v. Quicksilver M. Co., 78 N. Y., 159; Palmer vy, Cypress H. Cem., 122 N. Y., 429.) When a corporation sells the stock of another corporation it is entitled to recover the purchase price, although the original acquisition of such stock may have been illegal. (Sistare v. Best, 88 N. Y., 527; Holmes & G. Co. v. Holmes & Wessell Co., 53 Hun, 52; aff’d 127 N. Y., 252.) Remedies of a stockholder who is denied recognition as such. (King vy. Barnes, 113 N. Y., 476; Robinson v. Nat. Bk., etc., 95 N. Y., 687; Cushman v. Thayer Mfg. Co., 76 N. Y., 365; Burrall v. Bushwick R. R. Co., 75 N. Y., 211; Hughes v. Vermont C. M. Co., 72 N. Y., 207; Ormsby v. Same, 56 N. Y., 628; Peckham v. Van Wagenen, 83 N. Y., 40.) A corporation may, with the consent of all its stockholders, sell its plant to another corporation and retire from business, taking payment in the stock of the other corporation. (Holmes & G. Mfg. Co. v. Holmes & W. Metal Co., 127 N. Y., 252.) But a transfer of its entire property is illegal as against creditors of the corporation. (Cole vy. Millerton Iron Co., 133 N. Y., 164.) Where a board of directors appointed an executive committee, giving it no power to issue stock, and thereafter stock was issued by the president of the corporation under the authority of such committee and the board of directors neither authorized nor ratified such issue, no title was con- ferred upon one who was not a purchaser in good faith for full value. (Ryder v. Bushwick R. R. Co., 134 N. Y., 83.) AD agreement between stockholders not to sell, assign, pledge or give power of attorney to vote, or agree to sell the stock respectively owned by them, without the concurrent consent of all, is void on its face. (Fisher v. Bush, 35 Hun, 641; see, also, Titus v. Prest., ete, G. W. T. R,, 61 N. Y., 237.) § 41. Subscriptions to stock.—If the whole capital stock shall not have been subscribed at the time of filing the certificate of incorporation, the directors named in the certificate may open books of subscription to fill up the capital stock in such places, and after giving such notices as they may deem expedient, and may continue to receive subscriptions until the whole capital stock is subscribed. At the time of subscribing, every subscriber, whose subscription is payable in money, shall pay to the directors ten Sussoriptions to Srock. 133 The Stock Corporation Law, § 41. per centum upon the amount subscribed by him in cash, and no such subscription shall be received or taken without such payment. (Former section 41, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) The amendment of 1892 consisted of the insertion of the words ‘“ whose subscription is payable in money ” in the second sentence. Where the certificate of incorporation expresses no illegal purpose, and the transaction between the corporation and subscribers is valid on its face, subsequent corporate acts tending to manifest an illegal purpose on the part of the directors neither affect the validity of the incorporation nor render void contracts of subscription to the stock. (U. 8. Vinegar Co. vy. Foehrenbach, 148 N. Y., 58; discussing 143 N. Y., 537; affg. 74 Hun, 435.) A mere promise to subscribe to the capital stock of a corporation is void. General Electric Co. v. Wightman, 3 App. Div., 118.) In litigation between a corporation and one who has sold goods to it, where a counter-claim based upon a subscription to the stock of the corpo- ration is interposed, the contract to subscribe can only be enforced accord- ing to the terms thereof. (Elliot v. N. Y. Endowment Co.., 73 Hun, 519.) The contract of subscription is to be deemed in writing where the subscrip- tion was accompanied by a letter stating that a certain amount would be paid in cash, and the balance by deducting a percentage from the sub- scriber’s monthly accounts with the corporation; and in such case the counter-claim can only be maintained by proof of what the percentage on the monthly accounts amounted to. (Id.) This section does not prescribe how or where books of subscription shall be opened, or what kinds of books shall be used. There may be one book or many. (B. & J. R. R. Co. v. Gifford, 87 N. Y., 294.) Subscriptions for stock may be made before the organization of the corporation, provided the ten per cent thereon is paid on a proper call thereafter. (Id.) An action cannot be maintained to recover the amount of stock sub- scribed unless ten per cent thereof is paid in cash at the time of the subscription. (Excelsior Grain Binder Co. v. Stayner, 25 Hun, 91; Perry vy. Hoadley, 19 Abb. N. C., 76.) A check given in payment of the subscription, which check was counter- manded, is not sufficient. The payment must be in cash, or its actual equivalent. (Excelsior G. B. Co. v. Stayner, above; see, also, Durant v. Abendroth, 69 N. Y., 148.) A subscription after incorporation is not binding until at least ten per cent has been paid. (N. Y. & O. M. R. R. Co. v. Van Horn, 57 N. Y., 478; South Buffalo Natural Gas Co. v. Bain, 9 Misc. R., 425, and cases therein cited.) Actual payment of such percentage after subscription, with intent to complete the same, satisfies the statute. (Beach v. Smith, 30 N. Y., 116; B. R. & U. RB. R. Co. v. Clarke, 25 N. Y., 208.) Such payment may be made in services rendered the corporation. (Id.; Veeder v. Mudgett, 95 N. Y., 295.) Payment in patent-rights of unascertained value is not a compliance. (Tasker vy. Wallace, 6 Daly, 364.) Notes given for the ten per cent upon which payment was afterwards enforced, satisfies the statute. (0. C. & R. R. R. Co. v. Wooley, 1 Keyes, 118.) 134 CoNSIDERATION FOR IssuE or Srock anp Bonps. The Stock Corporation Law, § 42. Each subscription constitutes a separate and independent agreement, There can be po presumption that a person was induced to subscribe because another had done so. (Whittlesey v. Frantz, 74 N. Y., 456.) An agreement between parties about to form a corporation that the capital stock is to be represented by property which they severally con- tribute, at a valuation fixed upon between themselves, is not invalid, (Lorillard v. Clyde, 86 N. Y., 384.) Signing the certificate of incorporation and setting opposite thereto the number of shares to be taken is a sufficient subscription for stock, (Phoenix Warehousing Co. v. Badger, 67 N. Y., 294; Buffalo, ete, v, Badger, 67 N. Y., 294; Dayton v. Borst, 31 N. Y., 435.) The corporation must be named as a party to the agreement of sub- scription for shares. (Lake Ontario S. R. R. Co. v. Curtiss, 80 N, Y., 219.) No one can be made a stockholder without his consent, express or implied. (Glenn v. Garth, 133 N. Y., 18.) Bonds taken as a bonus on a stock subscription by the directors are not valid. (Duncomb v. N. Y., H. & N. R. R. Co., 84 N. Y., 190.) An agreement to take stock in a corporation to be thereafter formed, becomes binding upon the organization of the corporation and its accept- ance of the agreement. (Buffalo & J. R. R. Co. v. Clarke, 87 N. Y., 294: Buffalo & P. R. R. Co. v. Hatch, 20 N. Y., 157; Buffalo & N. Y. C. RB. R, Co. v. Dudley, 14 N. Y., 336.) § 42. Consideration for issue of stock and bonds.—No corporation shall issue either stock or bonds except for money, labor done or property actually received for the use and lawful purposes of such corporation. No such stock shall be issued for less than its par value. No such bonds shall be issued for less than the fair market value thereof. (Former section 42, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) As enacted in 1890 this section permitted the issuance of stock at its “fair value.” The amendment of 1892 changed the wording to “par value.” The last paragraph relative to bonds is new. Corporations are not permitted to interpose the defense of usury; see ante, page 88. A leasehold of a building required by a corporation for a manufactory constitutes property necessary for the business of the corporation. (Close v. Noye, 147 N. Y., 597.) A corporation, in taking a note instead of cash for the amount due upon a stock subscription, violates the provisions of this section. (First Nat. Bk. of Baldwinsville v. Cornell, 8 App. Div., 427.) An issue of stock by a manufacturing corporation for the exclusive right to sell the product of another corporation does not constitute a purchase of property necessary for such manufacturing corporation. (Powell v. Mur- ray, 3 App. Div., 273.) It is the policy of this State to require that all corporations should be ConsIDERATION FoR Issuz or Stock anpD Bonps. 135 The Stock Corporation Law, § 42. ‘organized with a bona fide capital stock, to be issued only for cash, labor or property. (General Electric Co. v. Wightman, 3 App. Div., 118.) The foregoing section forbids a corporation from issuing bonds to pay scrip dividends or for the purpose of reducing its capital stock. (Merz v. Interior Conduit & Insulation Co., 87 Hun, 430.) The statutory requirement that the payment of subscriptions to the capital stock of a corporation must be made in cash or property or ser- vices relates only to domestic corporations. (Boyer v. Fenn, 18 Misc., 607.) An agreement on an executory purchase of stock that the note given therefor should not be valid until delivery of the stock, does not violate the foregoing section. (Boyer v. Fenn, 19 Misc., 128; affg. 18 Misc., 607.) Where a part or the whole of the stock of a corporation has been paid for by the purchase of property at its fair value, the holder of stock thus paid for is not afterwards liable either for calls by the corporation or for claims against it. (Powers v. Knapp, 85 Hun, 38.) In the case of a corporation organized under chapter 40, Laws of 1848, now repealed, the stock of which was issued for property, it was held that a creditor who tries to place individual liability upon stockholders must prove that:the stock issued exceeded in amount the value of the property, and that the trustees deliberately overvalued the property, paying in stock for it an amount which they knew was in excess of its actual value. (White, Corbin & Co. v. Jones, 86 Hun, 57.) A corporation may issue its bonds at less than par. (Gamble v. Queens Co, Water Co., 123 N. Y., 91.) The repeal of the statute of usury, so far as regards corporations, operates to give validity to bonds negotiated at less than par. (Id.; Ells- worth v. St. Louis A. & T. R. R. Co., 98 N. Y., 553.) Gross and obvious over-valuation of property transferred to a corpora- tion for its stock at such valuation, is strong evidence of fraud in a suit to enforce personal liability against a stockholder by a creditor. (Coit v. Gold Amal. Co., 119 U. S., 343.) A corporation organized under Laws 1848, chapter 40, now repealed, may not issue its stock as full paid, in payment for property purchased at any- thing less than its par value. (Gamble v. Q. C. Water Co., 123 N. Y., 91.) The distinction in this respect between manufacturing and railroad cor- porations pointed out. (Id.; distinguishing Van Cott v. Van Brunt, 82 N. Y., 535.) The fair value contemplated by this provision is that of the property at the time of the transaction. (Huntington v. Attrill, 118 N. Y., 365; Hatch v. Same, Id., 383.) The application of an account for services rendered the corporation by a subscriber for original stock, is a payment in money within the meaning of this section. (Veeder v. Mudgett, 95 N. Y., 295.) The statute is not violated in respect to the issuance of stock in payment for property, unless persons acting in bad faith put a fictitious value upon the property for the purpose of evading the statute and defrauding others. (Van Vleet v. Jones, 75 Hun, 340.) It would seem that the stock may be issued at less than the par value thereof, by directors of a company incorporated by a special act of the Legislature, where such act authorized them to issue the stock at such 136 Tre or Payment or Susscriptions To Stock. The Stock Corporation Law, § 48. time, and in such manner, and upon such terms as they shall deem proper, the only limitation being that at least ten per cent of the par value of the stock, at the time of the first subscription thereto, shall be paid into the treasury of the corporation in cash. (In re Hast River Bridge Co., 75 Hun, 119.) § 43. Time of payment of subscriptions to stock —§ub. scriptions to the capital stock of a corporation shall be paid at such times and in such installments as the board of directors may by resolution require. If default shall be made in the payment of any installment as required by such resolution, the board may declare the stock and all previous payments thereon forfeited for the use of the corporation, after the expiration of sixty days from the service on the defaulting stockholder, personally or by mail directed to him at his last-known post-office address, of a written notice requiring him to make payment within sixty days from the service of the notice at a place specified therein, and stating that, in case of failure to do so, his stock and all previous payments thereon will be forfeited for the nse of the corporation. Such stock, if forfeited, may be reissued or subscriptions therefor may be received as in the case of stock not issued or subscribed for. If not sold for its par value or subscribed for within six months after such forfeiture, it shall be canceled and deducted from the amount of the capital stock. If by such cancellation, the amount of the capital stock is reduced below the minimum required by law, the capital stock shall be increased to the required amount within three months thereafter or an action may be brought or proceedings instituted to close up the business of the corporation as in the case of an insolvent corporation. If a receiver of the assets of the corporation has been appointed, all unpaid subscrip- tions to the stock shall be paid at such times and in such installments as the receiver or the court may direct. (Former section 43, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of subscription list, see post, form No. 47. The first paragraph is a re-enactment of the whole of former section 43. The second paragraph, providing for reissue, sale or cancellation of forfeited stock, for proceedings to close up affairs of corporation, and for payment of subscriptions in case of receivership, was added by L. 1892, ch. 688. When there has been no formal subscription for stock the corporation cannot recover an amount unpaid upon its stock, unless a promise to pay the same, either express or implied, has been made by the person sought to be charged, and if there be no such agreement the sole remedy for the corporation is by the sale of the shares of the delinquent members. (Rochester & Kettle Falls Land Co. v. Roe, 7 App. Div., 366.) Time or Payment or Susscriptions to Sroox. 137 qi The Stock Corporation Law, § 438. A purchaser of stock who has been sued for unpaid subscriptions should be allowed to prove that his transferrer represented that the stock was fully paid and that he was also so informed by the directors of the corpo- ration at the timé when he made the purchase. (Rochester & Kettle Falls Land Co. v. Roe, 7 App. Div., 366.) An order of the court directing the receiver of a corporation to collect its outstanding assets authorizes an action by him, without a previous demand, to enforce payment of a subscription for stock. (Armstrong v. Danahy, 75 Hun, 405.) A person who has, by fraud, been induced to subscribe for the stock of a corporation, may bring an equitable action for a rescission of the coa- tract, a cancellation of his subscription, and the removal of his name from the books of the corporation. (Bosley v. Nat’l. Mach. Co., 123 N. Y., 550.) The statute of limitations does not commence to run against the action until after discovery of the fraud. (Id.) A secret agreement of a corporation, with certain of its subscribers, whereby they are to have some advantage not common to all the stock- holders, or be released from payment of the stock, is no defense to an action brought to collect the subscription of one who was not promised the same advantages. (Armstrong, ete., v. Danahy, 75 Hun, 405.) Such secret agreements are void. (Id.) A corporation, when formed, may enforce payment of the subscriptions to its capital stock against persons who subscribed its articles of asso- ciation before the corporate body had a legal existence. (Dorris v. French, 4 Hun, 292; Buffalo & N. Y. C. R. R. Co. v. Dudley, 14 N. Y., 336; Troy & Boston R. R. Co. v. Tibbitts, 18 Barb., 297.) When stock is declared forfeited, the liability of the holder thereof to the corporation for further payment thereon ceases. (Mills v. Stewart, 41 N. Y., 389; Small v. Herkimer Mfg. Co., 2 N. Y., 330.) The remedy by forfeiture is merely cumulative, and does not prevent an action for the installments until the forfeiture is resorted to. (Troy & Boston R. BR. Co. v. Tibbitts, 18 Barb., 297; Northern R. R. Co. v. Miller, 10 Barb., 260; O., R. & C. R. R. Co. v. Frost, 21 Barb., 541; B. & N. Y. C. R. R. Co. v. Dudley, 14 N Y., 336; Mann v. Currie, 2 Barb., 294.) After a forfeiture, the holder is divested of his title in the shares, which is then vested in the corporation and remaining stockholders. (Weeks v. Silver Islet C. M. & L. Co., 54 J. & S., 1; aff’d, 120 N. Y., 620.) When actions cannot be maintained: for amounts unpaid on stock. (Christensen v. Eno, 106 N. Y., 97; Zel. M. Co. v. Meyer, 28 St. Rep., 759; Williams v. Taylor, 120 N. Y., 244.) One who has made an absolute transfer of stock, in good faith, to another, is thereby released from further liability upon calls for payment of the stock. (Billings v. Robinson, 94 N. Y., 415; Cutting v. Damerel, 88 N. Y., 410.) When stock has been transferred as full paid, in good faith, to pay a contractor, the certificate does not render the holder liable to pay for the stock. (Van Cott v. Van Brunt, 82 N. Y., 535.) When the stockholders and contractors are the same persons, and the directors were interested in the contractor’s work, it will not avail a third person to complain, where all the stockholders participated. (Barr v. 138 Increase oR Repucrion or Caprrat Stock. The Stock Corporation Law, § 44. N. Y., L. E. & W. R. R. Co., 125 N. Y., 268; see, also, Gamble v. Queens Co. W. Co., 123 N. Y., 268.) After consolidation, a person who had previously subscribed for stock of one of the constituent corporations, and paid only ten per cent upon the same, is not entitled to full paid stock. (Babcock v. S. & L. V. R. R. Co, 133 N. Y., 420; id., 39 St. Rep., 506.) Each subscription constitutes a separate and independent agreement, Effect of release of one of the subscribers from his obligation to pay for stock considered in Whittlesey v. Frantz, 74 N. Y., 456. A transfer upon the books renders the transferee liable, although he holds the stock as collateral security for a debt. (Roosevelt vy. Brown, 11 N. Y., 148; Cutting v. Damerel, 88 N. Y., 410.) No contract to pay any further sum for stock than that required upon the original subscription is to be implied from such subscription. (Sey- mour v. Sturges, 26 N. Y., 134.) A subscriber failing to pay as required by the terms of his subscription, is properly chargeable with interest from the time of the default, and cannot compel the corporation to issue the stock until both the principal and interest are paid. (Gould v. Town of Oneonta, 71 N. Y., 298.) § 44. Increase or reduction of capital stock.— Any domes. tic corporation may increase or reduce its capital stock in the man- ner herein provided, but not above the maximum or below the minimum, if any, prescribed by law. If increased, the holders of the additional stock issued shall be subject to the same liabilities with respect thereto as are provided by law in relation to the original capital; if reduced, the amount of its debts and liabilities shall not exceed the amount of its reduced capital, unless an insur- ance corporation, in which case the amount of its debts and liabilities shall not exceed the amount of its reduced capital and other assets. The owner of any stock shall not be relieved from any liability existing prior to the reduction of the capital stock of any stock corporation. If a banking corporation, whether the capital be increased or reduced, its assets shall at least be equal to its debts and liabilities and the capital stock, as increased or reduced. (Former section 44, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1894, ch. 346.) For form of certificate of increase or reduction of capital stock, see post, form No. 48. The capital stock of a corporation cannot be increased except in the manner prescribed by statute. There is no such thing as an implied authority to increase or diminish the capital stock of a company. (Einstein v. Rochester Gas & Electric Co., 146 N. Y., 46.) When three corporations consolidate and purchase a majority of the stock of a fourth corporation, exchanging five shares for each one of the latter and the latter continues its separate organization, the transaction Meeting to Inorzasz on Repuce Sroox. 189 The Stock Corporation Law, § 45. does not amount to an increase of the capital stock of such fourth corpo- tion. (Einstein v. Rochester Gas & Electric Co., 77 Hun, 149.) An agreement for the transfer of property to a corporation for forty- eight per cent of its stock contained a provision that, in case of an increase of its capital stock otherwise than for cash, the transferror, his successors and assigns should receive forty-eight per cent of the issue, and in case of an increase for cash he or his assigns should have the right to sub- scribe to such increase in the first instance on the same terms as the other stockholders. Held, that this was only to preserve his rights as a stock- holder and enables him and the assignees of his stock to have a pro rata share of the stock, and is not available to an assignee of the contract who is not.a stockholder. (Hinstein v. Rochester Gas & Electric Co., 77 Hun, 149.) A consent given by such transferrer to an increase of the capital stock without the receipt of his proportionate share would operate to change the rate in case of a subsequent increase. (Id.) The amount of capital stock may be reduced before it has been actually paid in. The reduced amount may still exceed the sum actually paid in. In such case the stockholders must pay it in after the reduction. (Strong v. Brooklyn C. T. R. R. Co., 93 N. Y¥., 426.) There can be no surplus for distribution in such case. (Id.) Upon an increase of capital stock, the provisions of section 54 of this law, apply only to such increased capital. (Veeder v. Mudgett, 95 N. Y., 295 ; see, also, Cuykendall v. Douglas, 19 Hun, 577.) It seems that a reduction of capital stock does not authorize the dis- tribution among stockholders of a sum equal to the difference between the original and reduced amount, unless the corporation has on hand actual capital for payment of debts, exceeding the amount to which it has reduced its stock. (Strong v. Brooklyn Cross-Town R. R. Co., 93 N. Y., 426.) A corporation has no implied authority to increase or reduce its capital stock. (Sutherland v. Olcott, 95 N. Y., 100.) In disposing of the increased capital stock, the managing board are to be considered as trustees for holders of the original stock, and must so dis- pose of the increase that as much value as possible shall be returned to the corporation for its business purposes. (Williams v. W. U. Tel. Co., 9 Abb. N. C., 419; 93 N. Y¥., 162.) The term “capital stock” means the property of the corporation contributed by the stockholders or otherwise obtained, to the extent required by its charter (or certificate of incorpora- tion). Property in excess of that limit is surplus, which may be divided either in money or property, or in a “scrip dividend,” provided an increase of the share capital has been lawfully authorized. (Id.) § 45. Notice of meeting to increase or reduce capital stock.—Every such increase or reduction must be authorized by a vote of the stockholders owning at least a majority of the stock of the corporation, taken at a meeting of the stockholders specially called for that purpose. Notice of the meeting, stating the time, place and object, and the amount of the increase or reduction proposed, signed by a majority of the directors, shall 140 Conpuct or Suca MEErtNna. The Stock Corporation Law, § 46. be published once a week, for at least two successive weeks, in a newspaper in the county where its principal business office js located, if any is published therein, and a copy of such notice shall be personally served upon or duly mailed to each stockholder or member at his last-known post-office address at least three weeks before the meeting. (Former section 45, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1893, ch. 700.) For form of notice, see post, form No. 49. Prior to the amendment of 1893, the affirmative vote of stockholders owning at least two-thirds of the stock, was required in order to authorize an increase or reduction. The book of minutes of the corporation and the certificate showing that the requisite number appeared in person or by proxy and voted for an increase of stock, established, in the absence of evidence that due notice of the meeting was not given to the stockholders, that the stock was increased at a regularly assembled meeting of stockholders. (Cuykendall v. Douglas, 19 Hun, 577.) § 46. Conduct of such meeting; certificate of increase or reduction.—If, at the time and place specified in the notice, the stockholders shall appear in person or by proxy, in numbers representing at least a majority of all the shares of stock, they shall organize by choosing from their number a chairman and secretary, and take a vote of those present in person or by proxy, and if a sufficient number of votes shall be given in favor of such increase or reduction, a certificate of the proceedings showing a compliance with the provisions of this chapter, the amount of capital actually paid in, the whole amount of debts and liabilities of the corporation, and the amount of the increased or reduced capital stock, shall be made, signed, verified and acknowledged by the chairman and secretary of the meeting and filed in the office of the clerk of the county where its principal place of business shall be located, and a duplicate thereof in the office of the secretary of state. In case of a reduction of the capital stock except of a rail- road corporation, or a monied corporation, such certificate shall have indorsed thereon the approval of the comptroller, to the effect that the reduced capital is sufficient for the proper purposes of the corporation, and is in excess of its debts and liabilities, and in case of the increase, or reduction of the capital stock of a railroad corpo- ration, or a monied corporation, the certificate shall have indorsed thereon the approval of the board of railroad commissioners, if a railroad corporation; of the superintendent of banks, if a corpo a PrererreD anp Common Sroox. 141 The Stock Corporation Law, § 47. "ation formed under or subject to the banking law; and of the superintendent of insurance, if an insurance corporation. When the certificate herein provided for has been filed, the capital stock of such corporation shall be increased or reduced, as the ease may he, to the amount specified in such certificate. The proceedings of the meeting at which such increase or reduction is voted, shall be entered upon the minutes of the corporation. If the capital stock is reduced, the amount of capital over and above the amount ef the reduced capital shall be returned to the stockholders pro rata at such times and in such manner as the directors shall determine. (Former section 46, L. 1890, ch. 564, as amended by L. 1892, ch. 688, and L. 1893, ch. 700.) For forms under this section, see post, forms Nos. 48, 49, 50. It seems that the approval of the Comptroller is not necessary in the case of a corporation organized prior to 1878. (People ex rel. Eden Musee y. Carr, 36 Hun, 488; affd. 100 N. Y., 641.) § 47. Preferred and common stock.—Every domestic stock corporation may have preferred and common stock, and different classes of preferred stock, if the certificate of incorporation so pro- vides or by the unanimous consent of the stockholders, and may, upon the written request of the holder of any preferred stock, by a two-thirds vote of its directors, exchange the same for common stock, and issue certificates for common stock therefor, share for share, or upon such other valuation as may have been agreed upon in the scheme for the organization of such corporation, or the issue of such preferred stock, but the total amount of such capital stock shall not be increased thereby. (Former section 47, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) For form of certificate of preferred stock, see post, form No. 51. For form of consent authorizing issue of preferred stock, see post, form No. 52. For examples of various classifications of preferred and common stock, see post, forms Nos. 134, 1385, 136, 137, 138, 139 and 140. This section appears to be defective. It should provide for the filing of a certificate when the stock is classified under the foregoing provisions; for example, if a certificate of incorporation has been filed describing the stock as common, and thereafter, pursuant to this section, the stock is divided into common and preferred, the same reason which makes it desirable to describe the stock in the certificate of incorporation would also require the filing of a certificate giving notice of a change in the description of the stock. It is, therefore suggested, that whenever unani- 142 Prouisirep TRANSFERS TO OFFICERS OR STOCKHOLDERS. The Stock Corporation Law, § 48. mous consent is given for the issue of preferred stock a certificate be prepared and presented for filing in the office of the Secretary of State and county clerk. The foregoing section as enacted in 1890 provided merely for an exchange of preferred for common stock, being a substantial re-enactment of the provisions of L. 1890, ch. 225, now repealed. As above amended, however, the section not only authorizes classification of stock info common and preferred, but also different classes of preferred stock. The right of every shareholder to his proportion of the profits is 4 vested individual right, and in the absence of some power conferred by statute or by the articles of association to change the relative value of shares by giving some preference over others, as to dividends, the power cannot be implied, and no such change can be made without unanimous consent. (Campbell v. American Zylonite Co., 122 N. Y., 455, reversing 23 J. & S., 562.) Neither a corporate body, nor a majority of its stockholders, has power to provide in by-laws for the creation of preferred stock, so as to bind a minority of the stockholders not assenting thereto. (Kent v. Quicksilver M. Co., 78 N. Y., 159.) The holding and owning of a share of common stock gives a right which cannot be divested without the assent of the owner and holder, or unless the power so to do has been reserved in some way. (Mech. Bank v. N, Y. & N. H.R. R. Co., 18 N. Y., 599.) The vested right of a holder of common stock cannot be taken from him without his consent. (Hayes vy. Commonwealth, 82 Penn. St. Rep., 518.) By acquiring an interest in the corporation a stockholder enters into an obligation with it in the nature of a special contract, the terms of which are limited by the specific provisions, rights and liabilities detailed in the act of incorporation. To make a valid change in this private contract, as in any other, the assent of both parties is indispensable. (Everhart v. Phila. & W. Chester R. R. Co., 28 Penn. St. Rep., 352.) Whilst these principles are unquestionable, yet modifications and improvements in the charter, useful to the public and beneficial to the corporation, and in accordance with what was the understanding of the subscribers as to the real object to be effected, do not impair the contract of subscription. (Id.) § 48. Prohibited transfers to officers or Stockholders,— No corporation which shall have refused to pay any of its notes or other obligations when due, in lawful money of the United States, nor any of its officers or directors, shall transfer any of its property to any of its officers, directors or stockholders, directly or indirectly, for the payment of any debt, or upon any other consideration than the full value of the property paid in cash. No conveyance, assignment or transfer of any property of any such corporation by it or by any officer, director or stockholder thereof, nor any payment made, judgment suffered, lien created or security given by it or by any officer, director or stockholder when the cor Prou1pitep TRANSFERS TO OFFICERS oR SrockHoLpERS. 143 The Stock Corporation Law, § 48. poration is insolvent or its insolvency is imminent, with the intent of giving a preference to any particular creditor over other creditors of the corporation shall be valid. Every person receiving by means of any such prohibited act or deed any property of the corporation shall be bound to account therefor to its creditors or stockholders or other trustees. No stockholder of any such corporation shall make any transfer or assignment of his stock therein to any person in contemplation of its insolvency. Every transfer or assignment or other act done in violation of the foregoing provisions of this section shall be void. No conveyance, assignment or transfer of any property of a cor- poration formed under or subject to the banking law, exceeding in value one thousand dollars shall be made by such corporation, or by any officer or director thereof, unless authorized by a previous resolution of its board of directors, except promissory notes or other evidences of debt issued or received by the officers of the corporation in the transaction of its ordinary business and except payments in specie or other current money or in bank bills made by such officers. No such conveyance, assignment or transfer shall be void in the hands of a purchaser for a valuable consideration without notice. Every director or officer of a corporation who shall violate or be concerned in violating any provision of this section, shall be per- sonally liable to the creditors and stockholders of the corporation of which he shall be director or an officer to the full extent of any loss they may respectively sustain by such violation. (Former section 48, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) The last four paragraphs of this section were added in 1892, and the first paragraph was changed in phraseology. In the case of the Troy Waste Mfg. Co. v. Harrison, 73 Hun, 528, it was held that a corporation cannot make, in contemplation of insolvency, a general assignment for the benefit of creditors, even without prefer- ences, but that case is no longer an authority. (Vanderpoel v. Gorman, 140 N. Y., 568; Home Bank v. Brewster & Co., 17 Misc., 442.) A corpo- ration has the right under the foregoing section to make a general assign- ment without preferences. (Id.) Just prior to a general assignment by a corporation its president gave to his wife and others a portion of its assets, held that these transactions were part of a scheme to hinder, delay and defraud creditors, and should be set aside. (Home Bank v. Brewster & Co., 17 Misc., 442.) A corporation which makes payments of money to some creditors with the intent to hinder, delay and defraud other creditors, violates this section. (Stiefel v. N. Y. Novelty Co., 14 App. Div., 371.) The provision forbidding a stockholder of a corporation to make ‘any transfer or assignment of his stock to any person in contemplation of its 144 Proutsirep Transrers To OrFiceRs OR STOCKHOLDERS. The Stock Corporation Law, § 48. insolvency,” and declaring such “transfer, or assignment, or other act done in violation of the foregoing provision to be void,” renders a transfer by a shareholder of his shares, in contemplation of the insolvency of the corporation, void as to the persons injured by the transfer; but where there was no fraud as between the transferrer and the transferee, nor as against the corporation assenting to the transfer, the transfer must be deemed to be valid; the purpose of the prohibition being to prevent solvent shareholders from escaping from their statutory liability to those who were creditors of the corporation when the transfer was made, and further to prevent them from escaping from their contractual liability to a corporation not assenting to the transfer. (Sinclair v. Dwight, 9 App. Div., 297.) Where a corporation suffers a judgment at the instance of a creditor who, although not a director, substantially controls the company, the judgment is void. (Olney v. Baird, 7 App. Div., 95, affg. 15 Misc., 385.) The payment by an insolvent corporation of a debt a few days before it came due constitutes an intent to make a preference when it is shown, that at the time of such payment, debts to other persons were due and unpaid, and that the corporation did not have available assets from which to pay the other debts, although the managers of the corporation expected to get help through other persons. (Baker, as Receiver of Ft. Ann Woolen Co., v. Emerson, 4 App. Div., 348.) An insolvent corporation is not obliged to defend a suit brought against it for a valid debt, to which there was no defense, for the sole purpose of defeating a preference. (Ridgway, as Receiver of Casper & Co., v. Symons, as Receiver of Robinson & Symons, 4 App. Div., 98.) Where it appeared that husband and wife were both stockholders in a corporation; that the husband was its secretary, treasurer and manager; that he assigned claims for services against the corporation, which both knew to be insolvent, to his wife; that in actions brought by her against the corporation the papers were served upon him as one of its officers, and that this fact was kept secret until judgments by default had been entered and executions thereon had been issued and levied, held, that the trans- action was in violation of the statute, as an attempt to secure an unlawful preference over other creditors of the corporation. (Jefferson Co. Nat. Bk. v. Townley, 92 Hun, 172.) A mortgage is not invalid as made in contemplation of insolvency when, at the time of its execution, the officers of the corporation and its creditors whose obligations were secured by such mortgage believed it to be solvent. (New Britain Nat. Bank v. A. B. Cleveland Co., 91 Hun, 447.) When the directors of a corporation by a resolution authorize its presi- dent to nominate a proper person and to execute to him an assignment of all the property of the corporation, he will not be permitted to convey to himself, as assignee, the property of the corporation, for he cannot at the same time occupy the antagonistic positions of grantee and active agent of the grantor. (Rogers v. Pell, 89 Hun, 159.) The statute is meant to apply to cases in which it is apparent, to those assigning or transferring its property, that the corporation is in a con- dition of insolvency; the word insolvency as used in the statute, means a general inability to pay obligations as they become due in the regular Prouisitep Transrers To Orricers on StooKHOLDERS. 145 The Stock Corporation Law, § 48. an course of business. (French v. Andrews, 81 Hun, 272, affd. 145 N. Y., 441; Olney v. Baird, 7 App. Div., 95, affg. 15 Misc., 385.) The officers of a corporation organized under our laws must administer its property and its affairs in accordance with the laws of this State, and the fact that the transfers of property of such corporation, in violation of the laws of the State of New York, were made in another State does not render the act less fraudulent in law, nor does it relieve the officers thereof from liability therefor. (McQueen v. New, 87 Hun, 206; Olney v. Baird, 7 App. Div., 95.) The mere fact that a corporation, in contemplation of insolvency, has paid creditors who are its offieers in property belonging to the corpora- tion, thus preferring such creditors contrary to the provisions of the statute, in the absence of proof of actual, intentional fraud, is insufficient to justify the granting of an attachment. (Lexow v. St. Lawrence Marble Co., 16 Mise., 133.) The first part of section 48 absolutely prohibits the transfer of any corporate property to an officer, director or stockholder of a corporation, which shall have refused to pay any of its obligations when due, upon any other consideration than the full value of the property paid in cash. That portion of the section contemplates the prevention of preferences to a particular creditor or creditors of a corporation which is insolvent or the insolvency of which is imminent. It does not declare invalid all transfers of property on payments made to creditors of an insolvent cor- poration, but only such as are made with the intent of giving a prefer- ence to one creditor over another. (Milbank v. De Riesthal, 82 Hun, 537.) While the statute seeks to restrain the action of the corporation, its officers, directors and stockholders, yet the consequences of action on their part in contravention of the statute, is visited upon the creditor whose preference is attempted by them. However, it does not attempt to restrain creditors from pursuing the remedies which the law affords to satisfy their claims. (Id.) A judgment against a corporation is invali- dated if the corporation suffers it to be taken with the intent of giving a preference to such creditor. (Id.) Where, in the regular course of legal proceedings, the officers of a cor- poration permit a creditor to obtain judgment against it, this is not a trans- fer or assignment of its property within the meaning of the above pro- vision. (French, as Receiver, etc., v. Andrews, 145 N. Y., 441.) Where judgments were suffered to be recovered, and the purpose of recovering them was to give the judgment creditors of the corporation preference over other creditors, it is doubtful whether the levying upon the property of the corporation by virtue of executions upon such judg- ments was receiving the property of the corporation by means of any act prohibited by this section. (Matter of Gardner, a stockholder of the Walker Tailoring Co., 86 Hun, 30.) The foregoing section refers solely to domestic corporations. (Vander- poel v. Gorman, 140 N. Y., 568; Worthington v. Pfister Bookbinding Co., 3 Mise. R., 418.) Assignment for the benefit of creditors, made in this State by an insolvent foreign corporation, valid by the law of its domicile, will be recognized as valid here. (Vanderpoel v. Gorman, supra, distin- 10 146 Proutsrrep TRansFEeRs TO Orricers oR STOCKHOLDERS, The Stock Corporation Law, § 48. guishing Barth v. Backus, 140 N. Y., 230.) The right to make such an assignment exists inherently in all corporations, unless specially forbidden, and the prohibition of the above section furnishes no evidence of a public policy in this State which forbids, in the case of a foreign corporation, the exercise of this inherent right. (Id.) When the statute or the by-laws of a corporation do not provide otherwise, an assignment, by a corpora- tion having power to make it, may be executed by the president and sec. retary or treasurer, under authority of its board of directors. (Id.) Assignment of property by an insolvent corporation for the purpose of paying its debts is a very different action from so disposing of its prop- erty while solvent as to make further exercise of its franchises impos- sible. (Vanderpoel v. Gorman, supra, distinguishing People v. Ballard, 134 N. Y., 269, 294.) If certain of the persons, for whose benefit an assignment of accounts due the corporation was made, after the corporation had refused to pay its notes or other obligations when due, had ceased to be officers, directors or stockholders before the assignment, the same was not invalid as to them. The statute distinguishes between a transfer to an officer or stock- holder and one to a person holding neither of such positions. (Milbank y. Welch, 74 Hun, 497.) To a stockholder or director a transfer of corporate property is forbidden, if the corporation shall have refused to pay any of its notes or obligations when due, but to other creditors a transfer of corporate property in payment of its debts is only prohibited ‘‘ when the corporation is insolvent or its insolvency is imminent, with the intent of giving a preference to any particular creditor over other creditors of the corporation.” (Id.) In the latter case the plaintiff does not sustain the burden of proof by merely showing a transfer of property to a creditor in payment of a just debt after the corporation has failed to meet at maturity one or more of its obligations. It is necessary for him to show facts from which the inference is required that the officers of the corporation made the transfer with the intent of giving the creditor a preference at a time when the corporation was insolvent or its insolvency imminent. (Id.) A bill of sale in contemplation of insolvency is void. (IXeiley v. M. & T. Bk., 39 St. Rep., 488; 15 N. Y. Supp., 173.) It must appear that the corpo- ration is insolvent. (Everson v. Eddy, 36 St. Rep., 763; 12 N. Y. Supp., 872.) This section is intended to secure equality among creditors, and forbids all transfers that are intended to give preference or which have that effect in reality. (Kingsley v. First N. Bk., 31 Hun, 329; Browver v. Har- beck, 9 N. Y., 589; Robinson v. Bk. of Attica, 21 N. Y., 406.) An act done by a corporation in the ordinary course of its business, uninfluenced by the state of its affairs, cannot be said to have been done in contemplation of insolvency. (Dutcher v. I. & T. Nat. Bk., 59 N. ¥5 see, also, Binns v. Williams, 88 N. Y., 660.) Proof that at the time of a transfer by a corporation it was insolvent is not conclusive evidence of a violation of this provision. The act must have been done because of existing or contemplated insolvency. (Pauld- ing v. Chrome Steel Co., 94 N. Y., 334.) A transfer of the entire corporate property and effects, which has the effect of terminating the regular business of the corporation, and was made and accepted by the transferee with that purpose, is illegal as Payment or Mortgags Dest Pennine Foreciuosure. 147 The Stock Corporation Law, § 49. against creditors of the corporation. (Cole y. Millerton I. Co., 183 N. Y., 164; Id., 38 St. Rep., 34.) Judgment on offer of insolvent corporation is void. (Braem vy. Mer. Nat. Bk., 127 N. Y., 508; 40 St. Rep., 327; Nat. Broadway Bk. v. W. M. Co., 59 Hun, 470; Varnum v. Hart, 119 N. Y., 101.) But an insolvent corporation is not obliged to defend any suit brought to recover a valid debt. (Id.) It is necessary to show active procurement by an officer of the corporation. (Dickson v. Mayer, 35 St. Rep., 482; 26 Abb. N. C., 257; 12 N. Y. Supp., 651.) If the creditor acted in good faith in making advances to pay off encum- brances he will be protected. (King v. Union Iron Co., 33 St. Rep., 545.) This section prohibits a director of an insolvent corporation, who is also a creditor, from obtaining a preferential lien through the process of an attachment. (Throop v. Hatch Lith. Co., 125 N. Y., 530; dist’g Varnum v. Hart, above.) r A foreign corporation is not subject to this provision, and an attach- ment by a director was sustained. (Hill v. Knickerbocker Elec. L. & P. Co., 45 St. Rep., 761; 18 N. Y. Supp., 813.) The foregoing section does not apply to a foreign corporation. (Lane vy. Wheelwright, 69 Hun, 180.) Such prohibitions being statutory and not existing under the common law, there is no presumption that the law of another State is the same as the law of New York on this subject, the only presumption being, where the foreign law is not proven, that the common law still exists in those countries where the common law obtained. (Id.) A transfer of the corporate property by the authority of the trustees, or directors, to themselves, may be set aside, in case it injures any public interest, or the private interest of any shareholder or creditor, even though such transfer was executed in good faith. (Skinner v. Smith, 184 N. Y., 240, and cases therein cited.) But this rule is not broad enough to condemn all transfers executed by a purely private business corpora- tion, with or to its trustees or directors, in good faith, in case no public or private interest is harmed thereby. (Id.) Such contracts are not void but voidable at the election of those who are affected by the fraud. (Id.) § 49. Payment by stockholders of mortgage debt pend- ing foreclosure.—Whenever default shall be made by any corporation in the payment of principal or interest of any of its bonds secured by mortgage or deed of trust of its property, any stockholder may at any time during the pendency of the fore- closure of such mortgage or deed of trust and before the sale there- under pay to the mortgagees or grantees in such mortgage or deed, for the use and benefit of the holders of such bonds, a sum equal to such proportion of the amount due and secured to be paid by such mortgage or deed, as his stock in such corporation shall bear to its whole capital stock, and on making such payment he shall to the extent thereof become and be interested in such mortgage or deed and protected thereby. (Former section 49, L. 1890, ch. 564, re-enacted without change by L. 1892, ch. 688.) 148 New CrErtiricaTse oF Srock; APPLICATION FOR. The Stock Corporation Law, § 50. § 50. Application to court to order issue of new in place of lost certificate of stock.—The owner of a lost or destroyed certificate of stock, if the corporation shall refuse to issue a new certificate in place thereof, may apply to the supreme court, at any special term held in the district where he resides, or in which the principal business office of the corporation is located, for an order requiring the corporation to show cause why it should not be required to issue a new certificate in place of the one lost or destroyed. The application shall be by petition, duly verified by the owner, stating the name of the corporation, the number and date of the certificate, if known, or if it can be ascertained by the petitioner; the number of shares named therein, to whom issued, and as particular a statement of the circumstances attending such loss or destruction as the petitioner can give. Upon the presenta- tion of the petition the court shall make an order requiring the corporation to show cause, at a time and place therein mentioned, why it should not issue a new certificate of stock in place of the one described in the petition. A copy of the petition and order shall be served on the president or other head of the corporation, or on the secretary or treasurer thereof, personally, at least ten days before the time for showing cause. (Former section 50, L. 1890, ch. 564, as amended by L. 1892, ch. 688.) The title of the true owner of a lost or stolen certificate of stock may be asserted against anyone subsequently obtaining its possession, although the holder may be a bona fide purchaser. (Knox v. Eden Musee Co., 148 N. Y., 441.) One who has lost his stock certificate, and finds the company unwilling to replace it, may apply at a special term of the supreme court for an order to show cause why a new certificate should not be given. The court may, on the hearing, proceed summarily to hear and determine the facts, and may make an order requiring the company to issue a new certificate upon receiving from the petitioner a specified bond of indemnity. (Kinnan v. 42nd St., M. & St. Nicholas Ave. R. Co., 140 N. Y., 183.) This is not a remedy at law, but must be regarded as a cumulative, additional and summary remedy of a purely equitable character, and to be admin- istered by an equity court. (Id.) To confer upon the court jurisdiction to make an order in a proceeding instituted under this and the preceding section, it must be proved that the petitioner is the owner of the certificates and that they have been lost or destroyed and cannot after due diligence be found. (Matter of Biglin v. Friendship Association, 46 Hun, 224; see, also, Brisbane v. D., L. & W. R. R. Co., 25 Hun, 438; aff’d 94 N. Y., 204.) A corporation which has permitted a transfer of stock upon a forged power of attorney, and has canceled the original certificates, may be compelled to issue new certificates; and, if it has no shares which it can so issue, to pay the value thereof. (Pollock v. National Bank, 7 N. Y., 274.) Fryayorat Statement To STocKHOLDERS. 149 The Stock Corporation Law §§ 51, 52. § 51. Order of court upon such application.—Upon the return of the order, with proof of due service thereof, the court shall, in a summary manner, and in such mode as it may deem advisable, inquire into the truth of the-facts stated in the petition, and hear the proofs and allegations of the parties in regard thereto, and if satisfied that the petitioner is the lawful owner of the number of shares, or any part thereof, described in the petition, and that the certificate therefor has been lost or destroyed, and cannot after due diligence be found, and that no sufficient cause has been shown why a new certificate should not be issued, it shall make an order requiring the corporation, within such time as shall be therein designated, to issue and deliver to the petitioner a new certificate for the number of shares specified in the order, upon depositing such security, or filing a bond in such form and with such sureties as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter be found to be the lawful owner of the certificate lost or destroyed; and the court may direct the publication of such notice, either before or after making such order as it shall deem proper. Any person claiming any rights under the certificates alleged to have been lost or destroyed shall have recourse to such indemnity, and the corporation shall be dis- charged from all liability to such person upon compliance with such order; and obedience to the order may be enforced by attachment against the officer or officers of the corporation on proof of his or their refusal to comply with it. (Former section 51, L. 1890, ch. 564, re-enacted without change by L. 1892, ch. 688.) § 52. Financial statement to stockholders.—Stockholders owning five per centum of the capital stock of any corporation other than a monied corporation, not exceeding one hundred thou- sand dollars, or three per centum where it exceeds one hundred thousand dollars, may make a written request to the treasurer or chief fiscal officer thereof, for a statement of its affairs, under oath, embracing a particular account of all its assets and liabilities, and the treasurer shall make such statement and deliver it to the person presenting the request within thirty days thereafter, and keep on file for twelve months thereafter a copy of such state- ment, which shall at all times during business hours be exhib- ited to any stockholder demanding an examination thereof; but the treasurer or such chief fiscal officer shall not be required to deliver more than one such statement in any one year. The supreme court, or any justice thereof, may upon application, for good cause shown, 150 Stock Booxs or Foreign CorpoRATIONs. The Stock Corporation Law, § 53. extend the time for making and delivering such certificate. For every neglect or refusal of the treasurer or other chief fiscal officer thereof to comply with the provisions of this section he shall forfeit and pay to the person making such request the sum of fifty dollars, and the further sum of ten dollars for every twenty-four hours thereafter until such statement shall be furnished. (Former section 52, L. 1890, ch. 56, as amended by L. 1892, ch. 688.) It may be that the Supreme Court, independently of statute, by virtue of its supervisory power, has the right to order an inspection of the books of account of a corporation by a stockholder; but such an order will not be granted by the court unless it appears that the applicant is the owner uf the amount of stock specified in the foregoing section, and has made a written request to the treasurer of the corporation for a statement of its affairs, under oath, embracing a particular account of all its assets and liabilities, and that such treasurer has not within thirty days delivered such statement. (People ex rel. Clason v. Nassau Ferry Co., 86 Hun, 128.) A detailed statement of the assets and liabilities of the corporation is sufficient; the business transactions of the corporation are not required to be stated. (French v. McMillan, 43 Hun, 188.) Omission to demand sworn statement merely waives verification. (McCrea v. Bedell, 9 Misc. R., 372.) § 538. Stock books of foreign corporations.—Every foreign stock corporation having an office for the transaction of business in this state, except moneyed and railroad corporations, shall keep therein a book to be known as a stock book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereon. Such stock book shall be open daily, during business hours, for the inspec- tion of its stockholders and judgment creditors, and any officer of the state authorized by law to investigate the affairs of any such corporation. If any such foreign stock corporation has in this state a transfer agent, whether such agent shall be a corporation or a natural person, such stock book may be deposited in the office of such agent and shall be open to inspection at all times during the usual hours of transacting business, to any stockholder, judgment creditor or officer of the state authorized by law to investigate the affairs of such corporation. For any refusal to allow such book to be inspected, such corporation and the officer or agent so refusing shall each forfeit the sum of two hundred and fifty dollars to be recovered by the person to whom such refusal was made. (Former section 56, L. 1890, ch. 564, re-enacted as section 53 by L. 1892, ch. 688, and thus amended by L. 1897, ch. 384.) Liazruities or STOCKHOLDERS. 151 e The Stock Corporation Law, § 54. a For other provisions affecting foreign corporations, see the index. The provisions of former section 53 of this law were transferred by L. 1892, ch. 688 to, and are embodied in the General Corporation Law, sections 24, 25, 26. The provisions of former section 54 of this law were transferred by L. 1892, ch. 688, to, and are embodied in the General Corporation Law, sec- tions 20, 21, 22, 24, 25, 26. The provisions of former section 55 of this law were amended by L. 1892, ch. 688, and transferred to the General Corporation Law, section 24. It is the absolute duty of a transfer agent in this State to exhibit at all reasonable times during the usual business hours, to any stockholder, when required, the transfer book and a list of the stockholders, if in his power so to do. (Kennedy v. Chicago, Rock Isl. & Pacific R. R. Co., 14 Abb. N. C., 326.) A demand for the exhibition of the stock book is not sufficient as a demand for the transfer book. (Id.) The duties imposed by this section are put specifically upon the transfer agents, and not upon the corporations or the officers of the corporations which they represent. (Peo. ex rel, Hatch v. Lake Shore & M. §. Ry. Co., 11 Hun, 1; Peo. ex rel. Field v. No. Pac. R. R. Co., 50 Super Ct., 456.) A mandamus to compel exhibition of transfer books should be directed to the transfer agents only. (Peo. ex rel. Hatch v. L. §S., ete., above.) The court may order a reference for the purpose of obtaining better information before proceeding. (Peo. ex rel. Del. Mar. & St. L. & San F. Ry. Co., 44 Hun, 552.) In a proceeding under this section, it is immaterial whether the transfer of stock to the relator was merely colorable or whether any consideration was paid therefor. (Peo. ex rel. Harriman v. Paton, 20 Abb. N. C., 172.) An objection to exhibit the transfer books, on the ground that the appli- eant’s motives are hostile to the corporation, is not a valid one. (Id.) § 54, Liabilities of stockholders.—The stockholders of every stock corporation shall, jointly and severally, be personally liable to its creditors, to an amount equal to the amount of the stock held by them respectively, for every debt of the corporation, until the whole amount of its capital stock issued and outstanding at the time such debt was incurred shall have been fully paid in. The stockholders of every stock corporation shall, jointly and severally be personally liable for all debts due and owing to any of its lab- ‘orers, servants or employes other than contractors, for services per- formed by them for such corporation. Before such laborer, ser- vant or employe shall charge such stockholder for such services, he shall give him notice in writing, within thirty days after the termi- nation of such services that he intends to hold him liable, and shall commence an action therefor within thirty days after the return of an execution unsatisfied against the corporation upon a judgment recovered against it for services. No person holding stock in any corporation as collateral security, or as executor, administrator, 152 LIABILITIES OF StrocKHOLDERS. The Stock Corporation Law, § 54. guardian or trustee, unless he shall have voluntarily invested the trust funds in such stock, shall be personally subject to liability asa stockholder; but the person pledging such stock shall be considered the holder thereof, and shall be liable as stockholder; and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in the like manner and to the same extent as the testator or intestate, or the ward, or person inter- ested 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, unless it appears that such executor, administrator, guardian or trustee voluntarily invested the trust funds in such stocks, in which case he shall be personally liable as a stockholder. (Former section 57, L. 1890, ch. 564, as amended by LL. 1892, ch. 688.) As enacted in 1890 the corresponding section required a certificate of full payment of capital stock to be filed in order to relieve stockholders from personal liability. This requirement was eliminated by the amend- ment of 1892, so that now no certificate of full paid stock need be filed, and stockholders’ liability for debts exists only until the whole amount of capital stock “issued and outstanding at the time such debt was incurred shall have been fully paid.” Formerly this liability existed until the entire amount of authorized capital had been paid. As to certificate of payment of one-half the capital stock by a corpora- tion organized under the Business Corporations Law, see that law, section 5. For acts relative to payment of wages weekly and in cash and prefer- ence in payment thereof, see miscellaneous statutes, post. The case of Rowell v. Janvrin, 151 N. Y., 60, reversing 79 Hun, 614. relative to the filing of a certificate of full payment of capital stock by 4 manufacturing corporation organized under chapter 40, Laws of 1848, the repeal of which act took effect May 1, 1891, does not apply to corpora- tions formed since such repeal. If a shareholder, in contemplation of the insolvency of a corporation, in respect to which he is under some liability as a shareholder, under section 54, supra, or in case his stock has not been fully paid for, assigns his shares to an irresponsible person for the purpose of escaping liability, he remains liable to the then existing creditors of the corporation. (Sin- clair v. Dwight, 9 App. Div., 297.) Where many creditors of an insolvent corporation have brought separ- ate actions against stockholders who are severally individually liable for its debts, the Supreme Court has power, at the instance of a creditor suing on behalf of himself and of all other creditors, to secure al accounting and an adjudication as to the respective liabilities of the respective stockholders, to restrain the creditors who have brought indi- vidual actions from the further prosecution of their actions, to the end that the rights of all the creditors and the liabilities of all the stockholders may be adjudged in one action. (Bagley & Sewall Co. v. Ebrlicher, 8 ADP. Div., 581.) The liahility of a stockholder for the debts of the corporation, F LiaBILITIES OF STOCKHOLDERS. 153 The Stock Corporation Law, § 54. under the foregoing section, is a legal liability, and the equity power of the court can be exercised in this as well as in other legal actions. (Id.) The issuing and return of an execution against a corporation is a con- dition precedent to the right of a judgment creditor to maintain an action against a stockholder of such corporation to recover his debt, and before a stockholder of a corporation can be made liable for such debt it must appear that the judgment creditor has attempted in good faith to collect his judgment from the corporation. (Berwind-White Coal Mining Co. v. Ewart, 90 Hun, 60.) The fact that a stockholder was induced by fraud to subscribe for and take his stock is no defense to an action by a creditor of the corporation to enforce his individual liability. (Moosbrugger v. Walsh, 89 Hun, 564.) The majority stockholders owe to the minority much the same duty which directors owe to all the stockholders. All must be permitted to share equally in the benefits, and the law requires, both from the officers of the corporation and the majority stockholders, the utmost good faith in the management and control of the corporate business and property. But between themselves stockholders owe no duty to each other, and in the purchase and control of his stock or any of the corporate obligations each stockholder acts for himself, and he is in no sense a trustee for others. (Farmers’ Loan and Trust Co. v. N. Y. & N. Ry. Co., 78 Hun, 213; Gamble v. Queens Co. Water Co., 123 N. Y., 91; see also 150 N. Y., 410.) The holder of capital stock issued for property is not exempted from liability if the stock issued exceeded in amount the value of such prop- erty. (Goodrich v. Dorman, 38 St. Rep., 198; 14 N. Y. Supp., 879.) When stock is issued in payment for property it is a question for the jury whether such issue was in good faith, or merely to evade the statute. (Brown v. Smith, 80 N. Y., 650; aff’g 18 Hun, 408; Lake 8S. I. Co. v. Drexel, 90 N. Y., 87; Douglas v. Ireland, 73 N. Y¥., 100; Schenck v. Andrews, 57 N. Y., 133; also, N. T. W. Co. v. Gilfillan, 124 N. Y., 302.) All that is required under this section is to show that a valid debt was contracted before the capital stock was paid in. (N. T. W. Co. v. Gil fillan, 124 N. Y., 302.) This section must be strictly construed. (Chase v. Lord, 77 N. Y., 1.) The liability imposed is not penal and survives the death of the stock- holder and continues against his executors. (Cochran v. Wilchers, 119 N. Y., 399.) All the rights appertaining to the ownership of corporate stock are vested in an executor, although issued to him in his representative capacity. (Matter of 8. E. S. M. Co., 21 St. Rep., 89; Matter of N. 8S. S. I. F. C., 63 Barb., 556.) The right of a creditor is a several right. (Weeks v. Love, 50 N. Y., 568.) Directors to whom salaries are due, are not included in the term “ cred- itors.”’ (McDowall v. Sheehan, 129 N. Y., 200.) Creditor may forfeit his remedy under this section by extending time for payment of debt. (Hardman v. Sage, 124 N. Y., 25.) Legal formation of a corporation is a condition precedent to an obliga- tion to pay for stock. (Dorris v. Sweeney, 60 N. Y., 463.) Defect in organization is no defense to a stockholder who participated in its acts of user as a de facto corporation. (Haton v. Aspinwall, 19 N. Y., 119.) 154 Lonration oF StocKHOLDER’s LisBILitTy. The Stock Corporation Law, § 55. Irregularities subsequent to incorporation as a defense considered, (Demarest v. Flack, 16 Daly, 337.) It must be established that the defendant was a stockholder when the debt against the corporation accrued. (Tucker vy. Gilman, 121 N. Y., 189) The term employe includes the professional man as well as the laborer. (Gurney v. Atlantic & G. W. Ry. Co., 58 N. Y., 358.) For meaning of terms “Jaborer, servant or employe,” see, also, Wakefield v. Fargo, 90 N. Y.,, 218; Dean v. De Wolf, 16 Hun, 186; aff’d 82 N. Y., 626; Hill v. Spencer, 61 N. Y., 274; Chapman v. Chumar, 26 N. Y. St. R., 478; Aiken v. Was- son, 24 N. Y., 482; McMahon v. Macy, 51 N. Y., 155; Conant v. Van Schaick, 24 Barb., 87; Gurney v. A. & G. W. Ry Co., 58 N. Y., 358; Stryker yr. Cassidy, 76 N. Y., 538; Krauser v. Ruckel, 17 Hun, 463; Ericson v. Brown, 38 Barb., 390; Brown vy. A. B. C. Fence Co., 52 Hun, 151; Coffin v. Reyn- olds, 37 N. Y., 640; Balch v. N. Y. & O. M. R. R. Co., 46 N. Y., 521. The liability is directly to the creditors who have complied with the requirement. The rights of such creditors are not vested in a receiver of the corporation. (Farnsworth v. Wood, 91 N. Y., 308.) A receivership will not debar creditors from proceeding against stock- holders under this section. (Mason v. N. Y. Silk Mfg. Co., 27 Hun, 307.) A judgment against the corporation may be used as evidence to prove that the debt has been prosecuted to judgment as one step requisite to establish the stockholders’ liability under this section. (Lawyer v. Rose- brook, 48 Hun, 453; Kincaid v. Dwinelle, 59 N. Y., 548.) But a judgment obtained against the corporation is no evidence of the claim against the stockholder. (Truesdell v. Chumar, 75 Hun, 416; Miller v. White, 50 N. Y., 187; Wheeler v. Miller, 24 Hun, 541; but see, also, Stephens v. Fox, 83 N. Y., 313.) § 55. Limitation of stockholder’s liability.—No action shall be brought against a stockholder for any debt of the cor- poration until judgment therefor has been recovered against the corporation, and an execution thereon has been returned unsatisfied in whole or in part, and the amount due on such execution shall be the amount recoverable, with costs against the stockholder. No stockholder shall be personally liable for any debt of the corpora- tion not payable within two years from the time it is contracted, nor unless an action for its collection shall be brought against the corporation within two years after the debt becomes due; and no action shall be brought against a stockholder after he shall have ceased to be a stockholder, for any debt of the corporation, unless brought within two years from the time he shall have ceased to be a stockholder. (Former section 58, L. 1890, ch. 564, re-enacted with only the numbet changed, by L. 1892, ch. 688.) Failure to proceed to judgment and execution against a corporaticn, before bringing an action against a stockholder, cannot be excused except Inorzasz orn Repuction or Numper or Suarzs. 155 The Stock Corporation Law, § 56. when the performance of the condition is impossible. (United Glass Co. v. Vary, 152 N. Y., 121; affg. 79 Hun, 103.) An order restraining creditors of a corporation from prosecuting any action against it, made as a prelimi- nary and precautionary order in a suit for a receivership by a stockholder is not sufficient to excuse a creditor, who has made no effort to procure a modification of the order, from proceeding to judgment and execution against the corporation before bringing an action to enforce the liability of a stockholder. (Id.) In an action brought by a creditor to enforce against a stockholder thereof a debt of the corporation to an amount equal to that of his stock, where the whole amount of the capital stock has not been paid in, the complaint need not allege affirmatively that the defendant continued to be the owner and holder of the stock until within two years prior to the commencement of the action. (Castner v. Duryea, 16 App. Div., 249.) If the defendant seeks to avail himself of this defense he must set it up in his answer. (Id.) In order to be entitled to a recovery from a stockholder, the issuance and return unsatisfied of an execution on the judgment which is the foundation of the suit, must be shown. (Terry v. Rothschild, 83 Hun, 486.) This section treats the corporation as the primary debtor and the liabil- ity of the stockholder as ultimate and subsidiary. (Handy v. Draper, 89 N. Y., 337.) The time within which an action must be commenced begins to run on the day when the debt first became due. (Hardman v. Sage, 124 N. Y., 25; Jagger Iron Co. v. Walker, 76 N. Y., 522.) The statute does not begin to run in favor of a stockholder until after the return of execution against the corporation. (Handy v. Draper, 89 N. Y., 334.) A proceeding affecting only the property of the corporation attached and execution against that property is not a compliance with the con- dition of this section. (Rocky Mt. Nat. Bk. v. Bliss, 89 N. Y., 388.) Compliance with the condition precedent is excused when rendered legally impossible. (Skellington v. Howland, 53 N. Y., 371i; Kincaid v. Dwinelle, 59 N. Y., 548; Cuykendall v. Corning, 88 N. Y., 129.) If a stockholder is divested of his interest in the corporation by judg- ment of dissolution the time limited begins to run from the date of entry of such judgment. (Hollingshead v. Woodward, 107 N. Y., 96.) § 56. Increase or reduction of number of shares.—A stock corporation may provide that the number of shares into which its capital stock is divided shall be increased or reduced by a two- thirds vote of all stock duly represented at a meeting held and con- ducted in like manner, and upon filing a like certificate, as required for the increase or reduction of its capital stock. If such increase or reduction of the number of shares be so authorized, the cor- poration shall issue to each stockholder certificates for as many shares of the new stock as equal in par value the shares of the old stock held by him, upon surrender and cancellation of such old 156 Vortuntary Disso.ution. The Stock Corporation Law, § 57. stock. This section does not authorize the increase or reduction of the capital stock of such corporation. , (New section, added by L. 1893, ch. 196.) Provisions substantially the same as the foregoing were enacted by L, 1866, ch. 73, in favor of corporations organized under the general manu- facturing act of 1848, ch. 40, but were repealed by the revision of 1890, For form of certificate, see post, form No. 53. § 57. Voluntary dissolution.—Any stock corporation, except a moneyed or a railroad corporation, may be dissolved before the expiration of the time limited in its certificate of incorporation or in its charter as follows: The board of directors of any such cor- poration may at a meeting called for that purpose upon, at least, three days’ notice to each director, by a vote of a majority of the whole board, adopt a resolution that it is in their opinion advisable to dissolve such corporation forthwith, and thereupon shall call a meeting of the stockholders for the purpose of voting upon a propo- sition that such corporation be forthwith dissolved. Such meeting of the stockholders shall be held, not less than thirty nor more than sixty days after the adoption of such resolution, and the notice of the time and place of such meeting so called by the directors shall be published in one or more newspapers published and circulating in the county wherein such corporation has its principal office, at least once a week for three weeks successively next preceding the time appointed for holding such meeting, and on or before the day of the first publication of such notice, a copy thereof shall be served personally on each stockholder, or mailed to him at his last-known post-office address. Such meeting shall be held in the city, town or village in which the last preceding meeting of the corporation was held, and said meeting may, on the day so appointed, by the consent of a majority in interest of the stockholders present, be adjourned from time to time, and notice of such adjournment shall be pub- lished in the newspapers in which the notice of the meeting was published. If at any such meeting the holders of two-thirds in amount of the stock of the corporation, then outstanding, shall, in person or by attorney, consent that such dissolution shall take place and signify such consent, in writing, then, such corporation shall file such consent, attested by its secretary or treasurer, and its president or vice-president, together with the powers of attorney signed by such stockholders executing such consent by attorney, with a statement of the names and residences of the then existing board of directors of said corporation, and the names and residences MERGER. 157 The Stock Corporation Law, § 58. : : of its officers duly verified by the secretary or treasurer or president of said corporation, in the office of the secretary of state. The secre- tary of state shall thereupon issue to such corporation, in duplicate, a certificate of the filing of such papers and that it appears there- from that such corporation has complied with this section in order _ to be dissolved, and one of such duplicate certificates shall be filed by such corporation in the office of the clerk of the county in which such corporation has its principal office; and thereupon such cor- poration shall be dissolved and shall cease to carry on business, except for the purpose of adjusting and winding up its business. The board of directors shall cause a copy of such certificate to be published at least once a week for two weeks in one or more news- papers published and circulating in the county in which the princi- pal office of such corporation is located, and at the expiration of such publication, the said corporation by its board of directors shall proceed to adjust and wind up its business and affairs with power to carry out its contracts and to sell its assets at public or private sale, and to apply the same in discharge of debts and obligations of such corporation, and, after paying and adequately providing for the payment of such debts and obligations, to distribute the balance of assets among the stockholders of said corporation, according to their respective rights and interests. Said corporation shall never- theless continue in existence for the purpose of paying, satisfying and discharging any existing debts or obligations, collecting and distributing its assets and doing all other acts required in order to adjust and wind up its business and affairs, and may sue and be sued for the purpose of enforcing such debts or obligations, until its business and affairs are fully adjusted and wound up. (New section, added by L. 1896, ch. 932.) For form of papers under this section, see post, form No. 141. § 58. Merger.—Any stock corporation lawfully owning all the stock of any other stock corporation organized for, or engaged in business similar or incidental to that of the possessor corporation may file in the office of the secretary of state, under its common seal, a certificate of such ownership, and of the resolution of its board of directors to merge such other corporation, and thereupon it shall acquire and become, and be possessed of all the estate, property, rights, privileges and franchises of such other corporation, and they shall vest in and be held and enjoyed by it as fully and entirely and without change or diminution as the same were before held and enjoyed by such other corporation, and be managed and 158 Cuance oF Puace or Bostness. The Stock Corporation Law, §§ 59, 60. controlled by the board of directors of such possessor corporation, and in its name, but without prejudice to any liabilities of such other corporation or the rights of any creditors thereof. (New section, added by L. 1896, ch. 932.) § 59. Change of place of business.—Any stock corporation now existing or hereafter organized under the laws of this state, except monied corporations, may at any time change its principal office and place of business from the city, town or county named in its certificate of incorporation, or to which it may have been changed under the provisions of this section, to any other city, town or county in this state, in which it may desire to actually transact and carry on its regular business from day to day, provided, and such change has been authorized by a vote of the stockholders of said corporation at a special meeting of stockholders called for that purpose. When such change shall be authorized by the stock- holders as herein provided, the president and secretary and a majority of the directors of such corporation shall sign a certificate stating the name of said corporation, the city, town and county where its principal office and place of business was originally located, and to which it may have been subsequently changed, and the city, town and county to which it is desired to change its said principal office and place of business, and that it is the purpose of said corporation to actually transact and carry on its regular bus- ness from day to day at such place, and that such change has been authorized as herein provided, and the names of the directors of said corporation and their respective places of residence which cer- tificate shall be verified by the oaths of all the persons signing the same, and when so signed and verified, shall be filed in the office of the secretary of state and a duplicate thereof in the office of the clerk of the county from which said principal office and place of business is about to be removed or changed, and another in the office of the clerk of the county to which said removal or change is to be made, and thereupon the principal office and place of busi- ness of such corporation shall be changed as stated in said certificate. (New section, added by L. 1896, ch. 929.) For form of certificate of change of place of business, see post, form No, 142. § 60. Liabilities of officers, directors and stockholders of foreign corporations.—Except as otherwise provided in this chapter the officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad corporations, shall be liable under the provisions of this LriaBILitTiEs oF OrFicers, ETC., oF ForEIGN Corporations. 159 The Stock Corporation Law, § 60. chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for: 1. The making of unauthorized dividends; 2. The creation of unauthorized and excessive indebtedness; 3. Unlawful loans to stockholders; 4. Making false certificates, reports or public notices; 5. An illegal transfer of the stock and property of such corpo- ration, when it is insolvent or its insolvency is threatened; 6. The failure to file an annual report. Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations. (New section, added by L. 1897, ch. 384.) For other provisions affecting foreign corporations see references thereto in the index under the heading ‘“‘ Foreign Corporations.” As enacted in 1890, ch. 564, the Stock Corporation Law contained another article (IV) composed of sections numbered 70, 71, 72, 73. By the amend- ment of 1892, however, said article was eliminated and the provisions of the sections embodied therein were transferred to the General Corporation Law, sections 34, 35 and 36, ante. The foregoing section subjects foreign corporations to the provisions of sections 23, 24, 25, 30, 31 and 48 of the Stock Corporation Law. THE BUSINESS CORPORATIONS LAW. Laws or 1892, Cuaprer 691.* Being “ An act to amend the Business Corporations Law ” (Laws of 1890, chapter 567), entitled “ An act in relation to business cor- porations, constituting chapter forty-one of the general laws,” as amended to the commencement of the legislative session of 1898. Tur Busrness Corporations Law. SEcTion 1. Short title and limitation of chapter. Incorporation. Restriction upon commencement of business. Reorganization of existing corporations. Payment of capital stock. Full liability corporations. (Repealed.) Consolidation of corporations. Submission of consolidation agreement to stockholders. Powers of consolidated corporations. Transfer of property of old corporations to consolidated corporations. 12. Rights of creditors of old corporations. 13. District steam corporations. 14. Examination of meters by agent of district steam corpo- rations. 15. Entry by agent of district steam corporation to cut off steam. 16. Water companies. OOP AS Soe eS we aS § 1. Short title and limitation of chapter.—This chapter shall be known as the business corporations law. (Former section 1, L. 1890, ch. 567, as amended by L. 1892, ch. 691, and L. 1895, ch. 671.) By the amendment of 1895, which took effect May 14, the provisions relative to the kinds of corporations that might be formed under this law were changed in phraseology and transferred from this section to the next succeeding section. : * The Business Corporations Law (L. 1890, ch. 567) was passed June 7, 1890, to take effect May 1, 1891. By the Laws of 1892, chapter 691, passed May 18, to take effect immediately, said law was amended anc entirely re-enacted, and has since been further amended as indicated on the succeeding pages. IncoRPORATION. 161 The Business Corporations Law, § 2. In addition to the provisions of this law, which are specially applicable _to pusiness corporations, other provisions applicable to such corporations are contained in the General Corporation Law and the Stock Corporation Law, see, also, the comments on pages 2 and 81, recpectively. § 2. Incorporation —Three or more persons may become a stock corporation 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 corpora- tion laws, 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 pre- ferred stock, the preferences thereof. 4. The number of shares of which the capital stock shall con- sist, each of which shall not be less than five nor more than one hundred dollars, and the amount of capital not less than five hun- dred dollars, with which said corporation will begin business. 5. The city, village or town in which its principal business office is to be located. 6. Its duration. 7. The number of its directors, not less than three nor more than thirteen. 8. The names and post-office addresses of the directors for the first year. 9. The names and post-office addresses of the subscribers and a statement of the number of shares of stock which each agrees to take in the corporation. The certificate may contain any other provision for the regula- tion of the business and the conduct of the affairs of the corpora- tion and any limitation upon its powers and upon the powers of its directors and stockholders which does not exempt them from any obligation or from the performance of any duty imposed by law. (Former section 2, L. 1890, ch. 567, as amended by L. 1892, ch. 691; L. 1895, ch. 671; L. 1896, ch. 396; L. 1896, ch. 460.) For forms of certificates of incorporation under this law, see post, forms Nos. 54 and 55. For an example of provisions for a limitation of powers, etc., under the second paragraph of subdivision 9 of the foregoing section, see form No. 131. For examples of various classifications of preferred and common stock, see post, forms Nos. 184, 135, 136, 137, 138, 139 and 140. 11 162 IncorPoRATION. The Business Corporations Law, § 2. By the terms of the above section certain stock corporations are excluded from organizing under the Business Corporations Law, to wit: Banks, insurance corporations, railroad corporations (see the Railroad Law), and ferry, navigation, stage coach, tramway, pipe-line, gas and electric light, water-works, telegraph and telephone, turnpike, plank-road and bridge corporations. (See the Transportation Corporations Law.) INCORPORATORS. — By the amendment of 1892 the minimum number of incorporators was changed so that three persons are now permitted to form the corporation. This is in accord with the former practice under the Manufacturing Act of 1848 (now repealed). All the incorporators must be of full age, and at least two-thirds of them must be citizens of the United States and at least one of them a resident of this State. Only nat- ural persons can become incorporators. (General Corporation Law, sec- tion 4.) Corporations, co-partnerships and persons acting in a representa- tive capacity, are, therefore, excluded from acting as incorporators. CoRPORATE NAME. — The name to be adopted for a corporation must not be the same nor similar to that of any other domestic corporation, and it must not contain the word bank, insurance, indemnity, guarantee or bene- fit. (General Corporation Law, section 6.) In selecting a corporate title, if desired, an individual name, or the name of a co-partnership, to whose business the new corporation succeeds, may be used. At any time after incorporation the name may be changed by proper proceedings. (See Code Civil Procedure, sections 2410-17, ante, pages 12-16.) In the formation of a corporation with the liability of the stockholders limited it is unnecessary to use the word “limited” as a part of the corporate title. (See “ Liabili- ties of Stockholders,” Stock Corporation Law, section 54.) OxBsEcTs. — The purpose or purposes for which the corporation is to be formed should be clearly and fully stated and must be within the scope of the law. If found necessary,.after incorporation, the business or powers may be extended or altered. (See the Stock Corporation Law, section 32.) CapiTaL Stock. — Subdivision 3 of the foregoing section is complied with by stating the amount of the capital stock, if all the stock is to be of one class ; but if any portion is to be preferred stock the amount thereof and the nature of the preferences must be set forth. Corporations formed under this law are permitted to have both preferred and common stock, and different classes of preferred stock, if the certificate of incorporation so provides, or to make preferred issues after incorporation by the unani- mous consent of the stockholders. (Stock Corporation Law, section 47.) No maximum or minimum limits as to the amount of the capital stock are prescribed, except that it shall not be less than five hundred dollars; for, it is to be noted, that the certificate of incorporation must state the amount of capital, not less than five hundred dollars, with which the corporation will begin business, and the amount so stated must be paid in in money or property before the corporation is permitted to incur any debts. (See section 3.) This requirement was added by the amendment of 1895, which at the same time eliminated the then existing provision requiring half the capital stock to be subscribed before the corporation could begin busi- ness. As now amended the statute permits the new corporation to begin business and incur debts when the amount of capital, with which the cer- IncoRPORATION. 163 The Business Corporations Law, § 2. tificate states it will begin business, shall have been paid in in money or property. SHaREs oF Stock. — The par value of the shares of stock must not be less than five dollars nor more than one hundred dollars each. The par value of the shares may be increased or reduced after incorporation, if deemed desirable, without changing the amount of the capital stock. (See the Stock Corporation Law, sec. 56.) After stating the number of shares of which the capital stock shall consist, the certificate should state a defi- nite sum as the amount of capital with which the corporation will begin business. PRINCIPAL BUSINESS OFFICE. — The name of the city, village or town in which the principal office of the corporation is to be located must be stated in the certificate. The location of the principal office may be changed at any time. (Stock Corporation Law, § 59.) Under the defi- nition in section 3 of the General Corporation Law the terms ‘“ principal office” and “ principal place of business”’ are synonymous when used in respect to corporations organized under the laws of this State. (People ex rel. Knickerbocker Press vy. Barker, 87 Hun, 341.) The statement of the location of the principal business office in the certificate of incorporation is, as against the corporation, conclusive evidence of its residence, unless it has been changed pursuant to statute. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341; People ex rel. Edison Blectriec Light Co. v. Barker, 91 Hun, 594.) Duration. — Formerly the maximum term of existence for which a cor- poration might be formed under this law was fifty years, but by the amendment of 1895 the maximum limitation was stricken out, so that now the duration, although required to be definitely stated for some particular term, may be fixed for a greater or less period than fifty years. The term of existence of a corporation may be extended at any time within three years before the expiration thereof. (See the General Corporation Law, section 32.) Directors. — The maximum number of directors is thirteen, and the minimum number three, the latter having been changed from five by the amendment of 1892. At least two of the directors must be residents of the State of New York. (General Corporation Law, section 29.) Prior to the amendment of 1895 directors were required to be stockholders to the extent of at least five shares each, but that requirement was eliminated by said amendment of 1895. The Stock Corporation Law, section 20, provides that “if a director shall cease to be a stockholder his office shall become vacant.” It would, therefore, appear that each director should, after the Chapter 369, Laws of 1896, which became a law April 22, 1896, was enacted for the relief of certain business corporations, and reads as follows : § 2. Any certificate of incorporation heretofore filed under said business corporations law, which shall contain the names and post-office addresses, either of the subscribers to the stock or of the subscribers of 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 require- ments of said subdivision as heretofore existing. 164 IncoRPORATION. The Business Corporations Law, § 2. formation of the corporation, become a holder of one or more shares, (Chemical Nat. Bk. v. Colwell, 132 N. Y., 250.) It has, however, been held under laws now repealed, that the directors named for the first year may act as such without being stockholders. (McDowell v. Sheehan, 129 N, Y,, 200; Welch vy. I. & T. Nat. Bk., 122 N. Y., 177; Davidson v. Westchester Gas Lt. Co., 99 N. Y., 558; Craw v. Easterly, 4 Lans., 513.) In the latter cases the corporations were attacked collaterally, and it has been held that while collateral attacks against a corporation for non-compliance with a statute might be unsuccessful, yet in a direct proceeding against it on the part of the State by the Attorney-General it could be dissolved. (Buffalo & Allegany R. R. Co. v. Cary, 26 N. Y., 75; Buck vy. Barker, 5 St. Rep., 826.) Wacancies in the board of directors are to be filled in the manner prescribed in the by-laws. (Stock Corporation Law, section 20.) Whenever desirable after incorporation the number of directors may be changed. (Stock Corporation Law, section 21.) SUBSCRIBERS. — The names and post-office addresses of the subscribers to the certificate of incorporation are required to be set forth and a definite statement of the number of shares of stock each agrees to take in the corporation. There is no provision requiring any fixed proportion of the stock to be subscribed for at the time of forming the corporation. ADDITIONAL Powers. — The last sentence of subdivision 9 in section 2 was added in 1892. It permits a corporation organizing under this law to insert in its certificate of incorporation any limitation upon its powers, and upon the powers of its directors and stockholders which does not exempt them from obligations and duties imposed by law. If desired the certificate may provide for cumulative voting at elections of direc- tors (See General Corporation Law, section 20); and reserve the right to acquire, hold and dispose of the stocks and bonds of any other corporation (Stock Corporation Law, section 40); and authorize the issue of different classes of preferred stock (Stock Corporation Law, section 47). LIABILITY oF STOCKHOLDERS. — The liability of stockholders of corpora- tions formed under this law is regulated by the Stock Corporation Law, secs. 54 and 55. It will thus be seen that such corporations are what were formerly termed “limited liability companies,” without making any statement to that effect in the certificate, and without using the word “limited” as a part of the corporate title. A full liability corpora- tion can be formed under this law only by stating affirmatively that it is to be a full liability corporation. (See sec. 6 of this law.) FILING AND RECORDING. — The certificate of incorporation must be filed and recorded in the office of the secretary of state, and a copy of such certificate duly certified by the Secretary of State, or a duplicate original certificate, must be filed and recorded in the office of the clerk of the county in which the office of the corporation is to be located. ‘General Corporation Law, section 5, page 7.) Ifa certificate is to be recorded in a county other than the one where it is executed, the county clerk’s certifi- cate should be attached, authenticating the act of the notary, justice of the peace, or commissioner of deeds taking the acknowledgement. The Secretary of State does not require such county clerk’s certificate as to aD acknowledgement taken within the State before a person July authorized Restrictions Upon Commencement or Busrness. 165 The Business Corporations Law, § 3. to take the same, but an acknowledgement or affidavit taken by a notary public in another State must be authenticated by the county clerk. Frrs.— The fees in the office of Secretary of State are: Filing, $10; recording, 15 cents a folio; fees in the county clerk’s office: Filing, six cents ; recording, ten cents per folio. In addition to such payments an organization tax of one-eighth of one per cent upon the capital stock must be paid to the State Treasurer before the certificates can be filed. For text of the statutes regulating these payments, and information rela- tive to remittances, see pages 73-79. The Secretary of State will not be compelled to file the certificate of incorporation of a company to be formed as a social organization when its purposes are in reality those of a business corporation. (People ex rel. Davenport v. Rice, 22 N. Y. Supp., 631; id., 68 Hun, 24.) Where there was a colorable compliance with the requirements of statute under which a company might lawfully have been incorporated, and a defect existed in the omission to comply with some one particular requirement, and there had been for many years user by the company of the corporate rights and franchises which were claimed to have been con- ferred upon it, and which it assumed to exercise, the company became, by reason of such organization with color of law and such exercise of cor- porate franchises, a corporation de facto. (Lamming v. Galusha, 81 Hun, 247.) When on its face the organization of a corporation is for objects not necessarily of an illegal nature, it must be presumed that they were within that legitimate class of objects for which corporations may be formed. (U. S. Vinegar Co. v. Foehrenbach, 148 N. Y., 58.) The transfer by an insolvent firm of all their tangible property to a cor- poration, formed by the members of a partnership, made without any consideration except the stock of the corporation, and without the assump- tion by the corporation of any of the debts of the firm, is a transaction which clearly indicates an intent to hinder the firm creditors, and, before it will be sustained, requires a satisfactory explanation. (Buell v. Rope & Co., 6 App. Div., 113; dist’'g First Nat. Bk. of Champlain v. Wood, 86 Hun, 491.) § 3. Restrictions upon commencement of business.—No such corporation shall incur any debts until the amount of capital specified in its certificate of incorporation, as the amount of capital with which it will begin business, shall have been paid in in money or property. (Former section 8, L. 1890, ch. 567, as amended by L. 1892, ch. 691, and L, 1895, ch. 671.) The last amendment took effect May 14, 1895. Prior thereto this section prohibited a corporation from transacting business until it had filed a cer- tificate to the effect that half the capital stock had been subscribed. As now amended the section does not provide for the filing of any certificate, but permits the corporation to commence business when the amount of capital with which it intends to begin business, as stated in its certificate of incorporation, shail have been paid in in money or property. 166 ReorGanizaTION oF Existing Corporations. The Business Corporations Law, § 4. By-laws of corporations now formed under this law are not required to be filed in any public office. One-half of the capital stock of a corporation organized under this law must be paid in within one year from its incorporation. (See section §, and notes thereunder.) § 4. Reorganization of existing corporations.—Any stock corporation heretofore organized, except a moneyed or transporta- tion corporation, or a corporation the business of which partakes of the nature of banking or insurance, may reincorporate under this chapter in the following manner: The directors of the cor- poration shall call a meeting of the stockholders thereof by pub- lishing a notice, stating the time, place and object of the meeting, signed by at least a majority of them, in a newspaper of the county in which its principal business office is situated, once a week, for, at least, three successive weeks, and by serving upon each stockholder, at least three weeks before the meeting, a copy of such notice either personally or by depositing it in the post-office, postage prepaid, addressed to him at his last-known post-office address. The stock- holders shall meet at the time and place specified in the notice and organize by choosing one of the directors chairman, and a suitable secretary, and shall then take a vote of those present in person or by proxy upon the proposition to reincorporate under this chapter, and if votes representing a majority of all the stock of the corpora- tion shall be cast in favor of the proposition, the officers of the meet- ing shall execute and acknowledge a certificate of the proceedings, which certificate shall also contain the statements required by sec- tion two of this chapter, and shall be filed in the offices where cer- tificates of incorporation under this chapter are required to be filed. From the time of such filing such corporation shall be deemed to be a corporation organized under this chapter, and if originally organized or incorporated under a general law of this State it shall have and exercise all such rights and franchises as it has heretofore had and exercised under the laws pursuant to which it was origi- nally incorporated, and such reorganization shall not in any way affect, change or diminish the existing liabilities of the corporation. (Former section 5, L. 1890, ch. 567, as amended by L. 1892, ch. 691, and L. 1895, ch. 671.) For form of certificate. see post, form No. 57. Slight verbal changes were made in this section by the amendment of 1895, and a provision requiring the filing of by-laws was stricken out. The business corporation act of 1875, ch. 611, now repealed, contained provisions substantially the same as the foregoing. Payment or Caprrat Srocx. 167 The Business Corporations Law, § 5. For the mode of procedure in reorganizing when the property and fran- chises of a domestic stock corporation have been sold by virtue of a mort- gage or judgment, see the Stock Corporation Law, sections 3, 4, 5, 6. It became necessary by the amendatory legislation of 1892, ch. 691, to re-number all the sections of this law, except the first three, either by reason of the elimination of the provisions of the then existing sections or their transfer to other laws. For example, the former section 4 of this law as enacted in 1890, ch. 567, regulated the manner of adopting by-laws and to a certain extent the terms of the same. These regula- tions were eliminated by the amendments of 1892, so that now the only provisions as to by-laws are embodied in the General Corporation Law, sections 11 and 29. A corporation reorganized under the provisions of this section is not required to pay an organization tax. (In re Consolidated Kansas City S. & R. Co., 18 App. Div., 50.) The foregoing case overrules the special term decision In re N. Y. & Sub. Inv. Co., 16 N. Y. Supp., 213; Id., 40 St. Rep., 139, in which latter case it was held that the tax is payable. It is difficult to conceive of a case where any advantage would accrue to any existing corporation by reorganization under this section. Corpo- rations formed under laws now repealed are not compelled to reorganize, such corporations being governed by the new laws, into which the corpo- ration laws repealed are merged. (Close v. Potter, 2 Misc. R., 1.) The language of this section is merely permissive; it is, therefore, optional with the stockholders whether they will reorganize or not. (Id.) A corporation cannot accomplish an extension of the term of its exis- tence, or an alteration or extension of its purposes or powers, or a change in the number of its shares of stock, by reincorporation under the pro- vision of this section. (People ex rel. Haberman v. James, 5 App. Div., 412.) It was not the purpose of such section to give to a corporation, upon its reincorporation thereunder, any rights or franchises other than those which it had, and which it had exercised, under the laws pursuant to which it was incorporated. (id.) If a corporation desires to make any changes it must do so under and pursuant to the provisions of the General Corporation Law, and the Stock Corporation Law expressly providing therefor. (Id.) § 5. Payment of capital stock.—One-half of the capital stock of every such corporation shall be paid in within one year from its incorporation, or the corporation shall be dissolved, and the directors, within thirty days after such payment shall make a certificate of the fact of such payment, which shall be signed and acknowledged by a majority of the directors, and verified by the president or vice-president and secretary or treasurer, and filed in the offices where the certificates of incorporation are filed. The dissolution of any such corporation for any cause shall not take away or impair any remedy against it, its stockholders or officers, for any liabilities incurred previous to its dissolution. (Former section 6, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) For form of certificate, see post, form No. 58. 168 Fort Liapitiry CorPoRaTIoNs. The Business Corporations Law, § 6. This section provides that a certificate be filed when one-half the capital stock has been paid in. The certificate of full payment of capital stock heretofore required is no longer necessary, and no time is now prescribed by statute within which the entire capital stock shall be paid in. (See Stock Corporation Law, section 54, and notes thereunder.) The board of directors may fix the time for the payment of subscriptions to the capital stock. (Stock Corporation Law, section 43.) The certificate of incorporation under section 2 of this law, and the certificate required by the foregoing section are frequently presented simultaneously at the office of the Secretary of State for filing and record- ing. In such cases the last mentioned certificate has been rejected upon the ground that there could be no corporation, and consequently no presi- dent, vice-president, treasurer or secretary of a corporation, to properly execute said certificate until after the filing of the certificates of incor- poration pursuant to said section 2. Although the last sentence of the foregoing section was inserted in con- nection with a provision made for the event of a failure to pay in capital stock, yet it cannot be qualified by what precedes it and reaches beyond the contingency of the particular dissolution previously referred to, and applies to every case of corporate dissolution; therefore, a cause of action against a business corporation for injuries caused by its negligence sur- vives its dissolution, and an action thereon is maintainable against the trustees holding the property for distribution. (Marstaller v. Mills, 148 N. Y., 398.) Failure to pay in half the capital stock within the statutory time merely creates a liability for a forfeiture of corporate rights. Proceedings must be taken to accomplish an actual dissolution. (People v. Buffalo Stone & Cement Co., 181 N. Y., 140; Id., 42 St. Rep., 753; People v. U. & D. R. R. Co., 128 N. Y., 240; Denike v. N. Y., ete, Lime Co., 80 N. Y., 599; Matter Brooklyn El. R. R. Co., 125 N. Y., 484.) The provision declaring that the dissolution of a corporation shall not take away or impair any remedy given against it, its stockholders or officers, for any liability incurred previous to its dissolution, merely saves or continues a liability established before and existing at the time of the termination of the corporate existence of the company (Gold vy. Clyne,. 134 N. Y., 262.) The certificate must be sworn to as well as acknowledged. An acknowl- edgment without verification is not sufficient. (Hardman y. Sage, 124 N. Y¥., 25; Vedder v. Mudgett, 95 N. Y., 295; Brown v. Smith, 13 Hun, 408; aff’d 80 N. Y., 650.) § 6. Full liability corporations.—Every corporation formed under this chapter may be or become a full liability corporation by inserting a statement in the certificate of incorporation, that the corporation thereby formed is intended to be a full liability cor- poration; and in case of an existing corporation, which is not a full liability corporation, it may become such by filing in the offices where certificates of incorporation are required to be filed, a supple- mental certificate stating that thereafter the corporation intends to Four Liasimaty Corrorations. 169 The Business Corporations Law, § 6. be a full liability corporation, which certificate shall be executed and acknowledged by the president and treasurer of the corpora- tion or by the board of directors, and shall have annexed thereto a copy of a resolution, adopted by a two-thirds vote of the board of directors, and the written consent of all the stockholders of the corporation authorizing and consenting to the change of the cor- poration to a full liability corporation. If the corporation is formed as or becomes a full liability corporation all the stock- holders of the corporation shall be severally individually liable to its creditors for all its debts and liabilities, and may be joined as defendants in any action against it. No execution shall issue against any stockholder individually until execution has been issued against the corporation and returned unsatisfied, and all the stockholders shall contribute a proportionate share, according to the number of shares of stock owned by each, of the amount paid by any stock- holder on a judgment recovered against him individually for a debt of the corporation, and he may recover from the other stockholders in the corporation in a joint or several action the proper portion due by them and each of them, of the amount paid by him on any such judgment. (Former section 7, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) For form of certificate of incorporation of full liability corporation, see post, form No. 55. For form of supplemental certificate by an existing business corporation to become a full liability corporation, see post, form No. 59. It rarely happens that persons desire to enter into a corporate enter- prise in which each stockholder becomes personally liable for the indebt- edness of the corporation, therefore, very few full liability companies have been incorporated in this State. A judgment against a corporation is not conclusive against stockholders. (Lawyer v. Rosebrook, 48 Hun, 453.) An action may be commenced against a stockholder before the return of an execution against the corporation unsatisfied. But execution can- not issue until the return of an execution against the corporation unsatis- fied, (Walton v. Coe, 110 N. Y., 109.) The provision in this section that all the stockholders may be joined as defendants in any action against it, is permissive and not imperative. (Walton v. Coe, 110 N. Y., 109.) The liability imposed by this section is not penal but is in the nature of a contract obligation. It survives the death of the stockholder and may be continued against his personal representatives. (Cochran v. Wiechers, 119 N. Y., 399; Bailey v. Hollister, 26 N. Y., 112; Lowry v. Inman, 46 N. Y., 119; Wiles v. Suydam, 64 N. Y., 173.) 170 CoNsOLIDATION OF CORPORATIONS. The Business Corporations Law, §§ 7, 8. Section 7. (Section 7 of this law, which contained provisions authorizing an exten- sion of business, was repealed by chapter 671, Laws of 1895, taking effect May 14, 1895. The repeal of the section was deemed desirable, because provisions of like character are contained in section 32 of the Stock Corporation Law, and it was unnecessary to duplicate them in this law.) § 8. Consolidation of corporations.—Any two or more cor. porations organized under the laws of this State for the purpose of carrying on any kind of business of the same or of a similar nature, which a corporation organized under this chapter might carry on, may consolidate such corporations into a single corporation, as fol- lows: The respective corporations may enter into and make an agreement signed by a majority of their respective boards of direc- tors and under their respective corporate seals, for the consolidation of such corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new cor- poration, the number of directors who shall manage its affairs, not less than three nor more than thirteen, the names and post-office addresses of the directors for the first year, the term of its existence, not exceeding fifty years, the name of the town or towns, county or counties, in which its operations are to be carried on, the name of the town or city and county in this State in which its principal place of business is to be situated, the amount of its capital stock, which shall not be larger in amount than the fair aggregate value of the property, franchises and rights of such corporations, and the number of shares into which the same is to be divided, the manner of distributing such capital stock among the holders thereof, and if such corporations, or either of them, shall have been organized for the purpose of carrying on any part of its business in any place out of this State, the agreement shall so state, with such other par- ticulars as they may deem necessary. (Former section 18, L. 1890, ch. 567, as amended by L. 1892, ch. 691, and L. 1895, ch. 671.) For form of papers, see post, form No. 61. By the amendment of 1895 this section was slightly changed in phrase- ology only. As to organization tax and amount of fees payable upon filing and recording the consolidation papers, see the notes to form No. 61, above referred to. Consolidations under these provisions can only be effected by corpora- tions organized under the laws of this State for the purpose of carrying on business of the same or a similar nature, and such business ‘must be of a kind that corporations are authorized to carry on under the Business i, SUBMISSION OF ConsoLipation AGREEMENT to SrocKHOLDERS. 171 o The Business Corporations Law, § 9. Corporations Law. (See Cameron v. N. Y. & Mt. Vernon Water Co., 133 N. Y., 336; 62 Hun, 269; Young v. Rondout & Kingston Gas Lt. Co., 129 N. Y., 57; Id., 39 St. Rep., 602; see, also, People v. North River Sugar Ref’g Co., 121 N. Y., 582; Cole v. Millerton I. Co., 188 N. Y¥., 164.) An injunction pendente lite will be granted to restrain a corporation from consolidation where such consolidation may be unlawful, and render final judgment ineffectual.. (Young v. Rondout, etc., above.) Proceedings for consolidation, begun under a law which was repealed during the pendency of such proceedings, are not affected by such repeal and may be perfected under the law repealed. (Cameron v. N. Y. & Mt. V. W. Co., above.) A contract made by the directors of one corporation with another corporation, of which they are also directors, is voidable by the corpora- tion, but a contract entered into between two corporations, voidable because of their having common directors, cannot be disaffirmed by a minority of the stockholders of either corporation. (Hart v. Ogdensburg & Lake Champlain R. R. Co., 89 Hun, 316.) A contract between two corporations is not vitiated by the fact that some of the officers were directors in both corporations, in the absence of fraud or bad faith on their part. (Genesee Valley & Wyoming Ry. Co. y. Retsof Mining Co., 15 Misc., 187.) § 9. Submission of consolidation agreement to stock- holders.—Such agreement shall be submitted to the stockholders of each of such corporations, at a meeting thereof to be called upon notice of at least two weeks, specifying the time, place and object thereof, and addressed to each at his last known post-office address, and deposited in the post-office, postage prepaid, and published for at least two successive weeks in one of the newspapers in each of the counties of this State in which either of such corporations shall have its place of business, and if such agreement shall be approved at each of such meetings of the respective stockholders separately, by the vote by ballot of the stockholders owning at least two-thirds of the stock, the same shall be the agreement of such corporations, and a sworn copy of the proceedings of such meetings, made by the secretaries thereof, respectively, and attached thereto, shall be pre- sumptive evidence of the holding and action of such meetings. Such agreement and verified copy of proceedings of such meetings shall be made in duplicate, one of which shall be filed in the office of the secretary of state, and the other in the office of the clerk of the county where the principal business office of the new cor- poration is to be situated in this state, and thereupon such corpora- tions shall be merged into the new corporation specified in such agreements, to be-known by the corporate name therein mentioned, and the provisions of such agreement shall be carried into effect as therein provided. If any stockholder, not voting in favor of 172 Powers oF ConsoLIDATED CORPORATIONS. The Business Corporations Law, § 10. such agreement to consolidate, shall at such meeting, or within twenty days thereafter, object to such consolidation and demand payment for his stock, such stockholder or such new corporation, if the consolidation takes effect at any time thereafter, may at any time within sixty days after such meeting apply to the supreme court at any special term thereof held in the district in which any county is situated in which such new corporation may have its place of business, upon at least eight days notice to the new corporation, for the appointment of three persons to appraise the value of such stock and the court shall appoint three such appraisers and desig- nate the time and place of their first meeting, with such directions in regard to their proceedings as shall be deemed proper, and 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 faith- fully to discharge their duties, shall estimate and certify the value of such stock at the time of such dissent, and deliver one copy to such new corporation, and another to such stockholder if demanded; the charges and expenses of the appraisers shall be paid by the new corporation. When the new corporation shall have paid the amount of such appraisal, as directed by the court, such stockholder shall cease to have any interest in such stock and in the corporate prop- erty of such corporation, and such stock may be held or disposed of by such new corporation. (Former section 14, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) Former section 9, L. 1890, ch. 567, related to changing place of business, the provisions for which were stricken from the statute by the amendment of 1892. For authority to change place of business see Stock Corporation Law; § 59. Where an application is made by a stockholder who objects to the con- solidation and appraisers are appointed to estimate the value of his stock at the time of his dissent, the value of the stock being unknown, and it not appearing to have any market value, held, that as his claim partook of the nature of an unliquidated account, he was not entitled to interest upon it until the report of the appraisers, which established its value. (Trask v. Peekskill Plow Works, 6 Hun, 236.) An action can be maintained against the old corporation for debts existing at the time of the consolidation. (Gale v. Troy & Boston R. R. Co., 51 Hun, 470.) § 10. Powers of consolidated corporations.—Such new corporation in addition to the general powers of corporations shall enjoy the rights, franchises and privileges possessed by each of the Riguts or Crepirors or OLp Corporations. 173 The Business Corporations Law, §§ 11, 12. corporations so consolidated, subject to the restrictions, liabilities, duties and provisions contained in this chapter, so far as the same may be applicable to the purposes for which it shall have been organized and expressed in the agreement for consolidation, and may prosecute and carry on any kind of business which each of the consolidating corporations was authorized by law to conduct. (Former section 15, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) Consult People ex rel. N. Y. Phonograph Co. v. Rice, 128 N. Y., 591; 57 Hun, 486. The former section 10 of this law as enacted by L. 1890, ch. 567, related to the place of taxation of personal property, the provisions for which were stricken out by the amendment of 1892, because contained in the taxation laws. § 11. Transfer of property of old corporations to consoli- dated corporations.—Upon such consolidation and organization of such new corporation, all and singular the rights, privileges, franchises and interests of every kind belonging to or enjoyed by the corporations so consolidated, and every species of property, real, personal and mixed, and things in action thereunto belonging, men- tioned in such agreement of consolidation, shall be deemed to be transferred and vested in, and may be enjoyed by, such new. corpo- ration, without any other deed or transfer; and such new corpora- tion shall hold and enjoy the same, and all rights of property, privi- leges, franchises and interests in the same manner and to the same extent as if the several corporations so consolidated had continued to retain the title and transact the business of such corporations, and the title to real and personal property and rights and privileges acquired and enjoyed by either of the corporations shall not revert or be impaired by such consolidation, or any thing relating thereto. (Former section 16, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) The former section 11 of this law as enacted by L. 1890, ch. 567, defining the principal place of business for purposes of assessing personal prop- erty was omitted, having been embodied in the definition in the General Corporation Law, section 3. § 12. Rights of creditors of old corporations.—The rights of creditors of any corporation that shall so be consolidated shall not in any manner be impaired, nor any liability or obligation for the payment of any money due or to become due to any person or persons, or any claim or demand for any cause existing against any such corporation or against any stockholder thereof, be released or impaired by any such consolidation; but such new cor- 174 District Steam CoRPoRATIONS. The Business Corporations Law, § 13. poration shall succeed to and be held liable to pay and discharge al} such debts and liabilities of each of the corporations consolidatedin the same manner as if such new corporation had itself incurred the obligation or liability to pay such debt or damages, and the stock- holders of the respective corporations consolidated shall continue, . . . subject to all the liabilities, claims and demands existing against them as such, at or before the consolidation; and no action or pro- ceeding 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 abate or be discontinued by reason of such consolidation, but may be prosecuted to final judgment, as though no consolidation had been entered into; or such new cor- poration may be substituted as a party in place of any corporation so consolidated, by order of the court in which such action or pro- ceeding may be pending. (Former section 17, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) The former provisions of section 12 of this law as enacted by L, 1890, ch. 567, giving corporations authority to hold stock in other corporations under certain conditions, were transferred, by the amendments of 1892, to the Stock Corporation Law, section 40. § 18. District steam corporations.—Any corporation now or hereafter incorporated for the purpose of supplying steam to consumers from a central station or stations through pipes laid in the public streets, shall be known as a district steam corporation, and upon the application, in writing, of the owner or occupant of any building or premises, within one hundred feet of any street main laid down by any such corporation, and payment by him of all money due from him to it, such corporation shall supply steam as may be required for heating such building or premises, notwith- standing there may be rent or compensation in arrears for steam supplied, or for meter, pipe or fittings furnished to a former occu- pant thereof, unless such owner or occupant shall have undertaken or agreed with the former occupant to pay or to exonerate him from the payment of such arrears, and shall refuse or neglect to pay the same; and if, for the space of twenty days after such appli- cation, and the deposit, if required, of a reasonable sum to cover the cost of connection and two months’ steam supply, the corpora- tion shall refuse or neglect to supply steam as required, it shall forfeit to such applicant the sum of ten dollars and the further sum of five dollars for every day thereafter during which such refusal or neglect shall continue; but no such corporation shall be required to lay a service pipe for the purpose of supplying steam to any Disrricr Steam Corporations; Examination or Merers. 175 The Business Corporations Law, § 14. applicant where the ground in which such pipe is required to be laid shall be frozen, or otherwise present serious obstacles to laying the same, nor unless the applicant, if required, shall deposit in advance with the corperation a sum of money sufficient to pay for two months’ steam supply and the cost of the necessary connec- tions and of the erection of a meter and such other special apparatus as are required for use in connection with such steam supply, nor unless the applicant shall provide the space and right of way neces- sary for the erection, maintenance and use of such connections and apparatus, and signify his assent in writing to the reasonable regu- lations of the corporation with reference to the supply of steam to consumers. (Former section 18, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) The former section 13 of this law, as enacted by L. 1890, ch. 567, pro- viding for consolidations, is now section 8; former section 14 re-numbered as section 9; former section 15 re-numbered as section 10; former section 16 re-numbered as section 11, and former section 17 re-numbered as section 12, such section numbers having been changed by L. 1892, ch. 691. § 14. Examination of meters by agent of district steam corporations.—Any such corporation may make an agreement with any of its customers, by which any of its officers or agents shall be authorized, at all reasonable times to enter any dwelling, store, building, room or place, supplied with steam by such cor- poration and occupied by such customer, for the purpose of inspect- ing and examining the meters, devices, pipes, fittings and appliances for supplying or regulating the supply of steam, and for ascertain- ing the quantity of steam consumed, or the quantity of water result- ing from the condensation of steam consumed. Every such agree- ment shall further provide that such officer or agent shall exhibit his written authority if requested by the occupant of such dwell- ing, store, building, room or place. Any person who shall directly or indirectly prevent or hinder such officer or agent from entering such dwelling, store, building, room or place, or from making such inspection or examination, in violation of such agreement, shall forfeit to the corporation the sum of twenty-five dollars for each offense. (Former section 19, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) See note to preceding section. The logical place for the provisions of sections 18, 14 and 15 would seem to be in the Transportation Corporations Law where corporations similar in character are grouped. 176 Water Companies. The Business Corporations Law, §§ 15, 16. § 15. Entry by agent of district steam corporation to cut off steam.—If any person or persons, corporation or association supplied with steam by any such corporation, shall neglect or refuse to pay the rent or remuneration for such steam, or for the meter, device, pipes, fittings or appliances, let by such corporation for supplying steam, or for ascertaining the quantity of steam con- sumed, or the quantity of water resulting from the condensation of the steam consumed, agreed upon or due for the same, as required by his, their or its contract with such corporation, the latter may thereupon stop and prevent the steam from entering the premises of such person, persons, corporation or association, so neglecting or refusing to pay such rent or remuneration, and may also in any case, fn which a person is liable to pay a forfeiture, or to a fine or imprisonment, by reason of any act to or towards such corporation or its property for which such forfeiture, fine or penalty is imposed by law, stop and prevent the steam from entering the premises of the person so liable, or if such person be an officer or agent of any corporation or association, stop and prevent the steam from enter- ing the premises of such corporation or association. In all cases in which such corporation is authorized to stop and prevent the steam from entering any premises, it may, by its officers, agents, or workmen, enter into or on such premises between the hours of eight o’clock in the forenoon and six o’clock in the afternoon and cut off, disconnect, separate and carry away any meter, device, pipe, fitting or other property of the corporation; and may cut off, disconnect and separate any meter, device, pipe or fitting, whether the property of the corporation or not, from the mains or pipes of such corporation. (Former section 20, L. 1890, ch. 567, as amended by L. 1892, ch. 691.) See notes to sections 13 and 14, § 16. Water companies.—No corporation shall be formed under this chapter for the purpose of accumulating, storing, con- ducting, furnishing or supplying water for domestic, manufactur- ing or municipal purposes in the city of New York. Any corporation formed for the purpose of supplying any other city of the State with water, if unable to agree with the owners of any real property required for the purpose of the corporation for the purchase thereof, may acquire title thereto by condemnation. (New, added by L. 1892, ch. 691.) For provisions of the condemnation law, see post. Water Companies. 177 The Business Corporations Law, § 16. In the foregoing section implied authority appears to be given for forming corporations under this law ‘for the purpose of accumulating, storing, conducting, furnishing or supplying water for domestic, manufac- turing or municipal purposes,” except in the city of New York. It should be observed, however, that the second section of this law, page 161, pro- hibits the formation under the Business Corporations Law of any kind of corporation that may be formed under any other general law of the State, and that this prohibition would apply to a certain class of water corpo- rations specially provided for in the Transportation Corporations Law, section 80, to wit: Corporations ‘‘for the purpose of supplying water to any of the cities, towns or villages, and the inhabitants thereof in this State.” It would seem, therefore, that water companies for other pur- poses may incorporate under the Business Corporations Law, provided their operations are not to be conducted in New York city. In the matter of the New York & White Plains Suburban Water Company, a certifi- cate of incorporation drawn under the Business Corporations Law, stated the objects of the proposed corporation to be “‘ to acquire water by purchase, development or otherwise; to construct reservoirs or water towers, erect pumping machinery, laying of water mains, pipes, gates, valves and hydrants ; to furnish and sell water to manufactories, private corporations and individuals for fire protection, manufacturing and domes- tic use, and collect payment or rentals for the same.” The certificate was referred to the Attorney-General. In his opinion given April 17, 1893, that official held as follows: “ * * * It (the Transportation Corpo- rations Law) makes no provision for furnishing water for manufacturing or hydraulic purposes. I am of the opinion that under said Business Corporations Law, corporations may be formed for such purpose and the purposes set forth in this certificate. This opinion is strengthened by the implied authority given in section 16 of the Business Corporations Law.” 12 TRANSPORTATION CORPORATIONS LAW. Laws or 1890, Cuaprer 566, as AMENDED. ing railroads, constituting chapter forty of the general laws,” as amended to the commencement of the legislative session of 1898, Being “ An act in relation to transportation corporations, except- | | ARTICLE 1, $2100 SA OY ARS 08: BO » = Section 1. G2 OU Bok Tue Transportation Corporations Law. pre FERRY CORPORATIONS (§§ 1-6). NAVIGATION CORPORATIONS (§§ 10-18). STAGE-COACH CORPORATIONS (§§ 20-22). TRAMWAY CORPORATIONS (§§ 30-33). PIPE-LINE CORPORATIONS (§§ 40-54). GAS AND ELECTRIC LIGHT CORPORATIONS (§§ 60-70). WATER-WORKS CORPORATIONS (§§ 80-85). TELEGRAPH AND TELEPHONE CORPORATIONS (§§ 100-109). TURNPIKE, PLANK-ROAD AND BRIDGE CORPORATIONS (§§ 120-151), MISCELLANEOUS PROVISIONS (§§ 160-163). ARTICLE I. Frrry Corporations. Short title of chapter. Incorporation of ferry corporations. Payment of capital stock. Powers. Effect of failure to pay in capital stock. Posting schedule of rates. Section 1. Short title of chapter.—This chapter shall be known as the transportation corporations law. In addition to the provisions of the Transportation Corporations Law, which particularly relate to corporations formed thereunder, other pro- visions applicable to such corporations are contained in the General Corporation Law and the Stock Corporation Law, respectively, pages 1 to 159. § 2. Incorporation of ferry corporations.—Three or more persons may become a corporation for conducting and managing & Ferry Corporations. 179 The Transportation Corporations Law, § 2. ferry, by executing, acknowledging and filing a certificate, stating the name of the corporation, the places from and to which the ferry established or to be established shall run; the term not exceeding fifty years for which the corporation is to exist, the amount and number of shares of its capital stock; the number of directors thereof, not less than three nor more than fifteen, and the names of the directors for the first year. For form of certificate of incorporation, see post, form No. 62. IncoRPORATORS.—AII the incorporators must be of full age, and at least two-thirds of them must be citizens of the United States, and at least one of them must be a resident of the State of New York. (General Corpo- ration Law, section 4.) Only natural persons can become incorpo- rators. (Id.) Corporations, co-partnerships and persons acting in a repre- sentative capacity, are, therefore, excluded from acting as incorporators. However, after the formation of the corporation, co-partnerships may become stockholders, so also may persons acting as executors, adminis- trators, guardians or trustees. (Stock Corporation Law, section 54.) Any stock corporation may likewise acquire, hold and dispose of the stock of any corporation in conformity with the provisions of the Stock Corpora- tion Law, section 40.) CorPoRATE NaME.— The name of the corporation must not be the same nor similar to that of any other domestic corporation. (General Corpo- ration Law, section 6.) At any time after incorporation the name may be changed by proper proceedings. (See Code of Civil Procedure, sections 2410-17, pages 12-16.) In the formation of corporations under this law the word “limited” should not be used as a part of the corporate title, as it can serve no good purpose and, if used, would create a mis- leading impression that the corporation had been organized under chap- ter 611, Laws of 1875, which was repealed in 1890. See, also, comments under “ Liability of Stockholders,’ page 180. OxsgsEctTs.—The objects stated in the certificate must be within the scope of this article of the law. Term or ExistEnce.—The duration of the corporation cannot be fixed for a longer term than fifty years. The corporate existence may, however, be extended prior to the expiration thereof. (General Corporation Law, section 32.) CaprraL Stock.—The amount of capital stock must be definitely stated. The statutes contain express provisions permitting stock corporations to have preferred as well as common stock, and different classes of pre- ferred stock, if the certificate of incorporation so provides, or to make preferred issues after organization by the unanimous consent of the stockholders. (Stock Corporation Law, section 47.) The amount of capi- tal stock may be increased or reduced after incorporation, whenever neces- sary. (Stock Corporation Law, sections 44, 45 and 46.) SHARES or StocK.—Under the foregoing provisions of section 2 there is no maximum or minimum limit as to the par value of shares, therefore the capital stock may be divided into such number of shares as the 180 Ferry Corporations. The Transportation Corporations Law, § 2. incorporators may elect, but the number of shares must be stated in the certificate of incorporation. The par value of the shares may be increased or reduced after incorporation, if deemed desirable, without changing the amount of the capital stock. (Stock Corporation Law, section 56.) Drrectors.—The number of directors is required to be definitely stated in the certificate of incorporation, and the number so stated must be within the maximum and minimum limits fixed by law. Whenever desir- able after incorporation the number of directors may be changed. (Stock Corporation Law, section 21.) Vacancies in the board of directors are to be filled in the manner prescribed in the by-laws. (Stock Corporation Law, section 20.) At least two of the directors must be residents of the State of New York. (General Corporation Law, section 29.) If a director shall cease to be a stockholder his office becomes vacant. (Stock Corpo- ration Law, section 20.) ADDITIONAL PoweErs.—If desired the certificate of incorporation may pro- vide for cumulative voting at elections of directors (General Corporation Law, section 20) ; and may resetve the right to acquire, hold and dispose of the stocks and bonds of any other corporation. (Stock Corporation Law, section 40.) LIABILITY OF STOCKHOLDERS.— The liability of stockholders of corpora- tions formed under this article is regulated by the Stock Corporation Law, sections 54 and 55. It will thus be seen that such corporations are what have been popularly termed ‘limited liability companies,’ without mak- ing any statement to that effect in the certificate, and without using the word “limited” as a part of the corporate title. FILing anp ReEecorpiInc.—The certificate of incorporation must be filed and recorded in the office of the Secretary of State, and a copy thereof duly certified by the Secretary of State, or a duplicate original certificate, must be filed and recorded in the office of the clerk of the county in which the office of the corporation is to be located. (General Corporation Law, section 5.) If a certificate is to be recorded in a county other than the one where it is executed, the county clerk’s certificate should be attached, authenticating the act of the notary, justice of the peace, or commissioner of deeds taking the acknowledgement. The Secretary of State does not require such county clerk’s certificate as to an acknowledgement taken within the State before a person duly authorized to take the same, but an acknowledgment or affidavit taken by a notary public in another State must be authenticated by the county clerk. FrEEs.—In the office of the Secretary of State: Filing, ten dollars ; recording, fifteen cents a folio. In the county clerk’s office: Filing, six cents ; recording, ten cents a folio. In addition to such payments an organization tax of one-eighth of one per cent upon the capital stock must be paid to the State Treasurer before the certificate can be filed. For text of statutes regulating these payments, and information relative to remittances, see pages 73-79. In the absence of proof of bad faith, a sale of ferry franchise by munic- ipal officers is not necessarily illegal by reason of the fact that a mini- mum rate of ferriage is not fixed by the terms of sale, and that thereby a connecting railroad may, because of its powers to prorate a joint charge Ferry Corporations. 181 The Transportation Corporations Law, §§ 3, 4, 5, 6. of ferriage and railroad fare, obtain an advantage over other bidders. (Robinson v. Gilroy, 10 Misc. R., 205.) § 8. Half of capital to be paid in before commencing business.—No ferry corporation shall be authorized to com- mence business until at least one-half its capital shall have been actually paid in, nor until affidavits of such payment, sworn to by a majority of the directors, shall have been filed, in each of the offices in which the certificate of incorporation is required to be filed. For form of affidavit, see post, form No. 63. § 4. Powers.—In addition to the powers conferred by the general and stock corporation laws, any such corporation shall have power to take by grant from any authority entitled by the laws of this state to make such grant, or by assignment, the franchise or right to establish and maintain ferries, at the place specified in the certificate of incorporation, and to hold and exercise such franchise or right and carry on the business appertaining thereto, subject to the rights of the mayor aldermen and commonalty of the city of New York, or any other municipal corporation, or of the owner or owners of any legally existing ferry, or the vested rights of any other corporation whatever. For the provisions of the Highway Law relative to obtaining licenses for keeping ferries, see page 182. If a ferry company conducts its business with such care and skill as will make entrance upon its boats safe for persons of ordinary prudence, it meets the requirements of the law. (Race v. Union Ferry Co. 138 N. Y., 644.) § 5. Effect of failure to pay in capital stock.—The capital stock of every such corporation shall all be paid in, one-half thereof within one year and the other half thereof within two years from its incorporation, or such corporation shall be dissolved. The mere failure to pay in the capital stock within the statutory time does not work a dissolution ipso facto ; when the words of forfeiture are “such corporation shall be dissolved,” a liability for a forfeiture of cor- porate rights is created, but proceedings are necessary to accomplish an actual dissolution. (People v. Buffalo Stone & Cement Co., 181 N. Y., 140; People v. U. & D. R. R. Co., 128 N. Y., 240; Denike v. N. Y., ete., Lime Co., 80 N. Y., 599; Matter of Brooklyn El. R. R. Co., 125 N. Y., 434; Matter of N. Y. & L. I. Bridge Co. v. Smith, 148 N. Y., 540.) § 6. Must post schedule of rates.—Every corporation operating any ferry in this state, or between this state and any other state, and from or to a city of five hundred thousand inhabi- 182 Ferry CorpoRatTIoNs. The Transportation Corporations Law. tants or over, shall post in a conspicuous and accessible place in each of its ferry-houses, in plain view of the passengers, a schedule plainly printed in the English language, of the rates of ferriage charged thereon and authorized by law to be charged for ferriage over such ferry. See, also, in reference to posting schedule rates, section 174 of the Highway Law, post, page 183. ADDITIONAL Provisions. — In addition to the foregoing article of the Transportation Corporations Law, other provisions in relation to ferries are as follows, to wit: Licenses.—The County Court in each of the counties of this State, or the City Court of a city, may grant licenses for keeping ferries in their respective counties and cities, to such persons as the court may deem proper, for a term not exceeding five years. No license shall be granted to a person, other than the owner of the land through which that part of the highway adjoining to the ferry shall run, unless the owner is not a suitable person or shall neglect to apply after being served with eight days written notice from such other person of the time and place at which he shall apply for such license, or having obtained such license, shall neglect to com- ply with the conditions of the license, or maintain the ferry. Every license shall be entered in the book of minutes of the court by the clerk; and a certified copy thereof shall be delivered to the person licensed. When the waters over which any ferry may be used, shall divide two counties or cities, or a county and city, a license obtained in either of the counties or cities shall be sufficient to authorize transportation of persons, goods, wares and merchandise, to and from either side of such waters. (The Highway Law. L. 1890, ch. 568, section 170.) For forms of application, notice, proof of service of notice, license and clerk's certificate, see post, forms Nos. 64, 65, 66, 67, 68 and 69. Undertaking.—Every person applying for such license shall, before the same is granted, execute and file with the clerk of the court his undertaking, with one or more sureties, approved by the court, to the effect that he will attend such ferry with sufficient Section 1. The rate of ferriage to be charged for foot passengers by any ferry now or hereafter in operation between the city of New York and any point or points on the shores of the county of Richmond in the State of New York, shall not exceed five cents for the first six miles traversed and one cent in addition thereto for each mile or fraction thereof in excess of six. (Laws of 1897, ch. 328.) Ferry Corporations. 183 The Transportation Corporations Law. and safe boats and other implements, and so many men to work the same as shall be necessary during the several hours in each day, and at such rates as the court shall direct. (The Highway Law, L. 1890, ch. 568, section 171.) For form of undertaking, see post, forms Nos. 70, 71 and 72. Appendages for rope ferries.—Any person licensed to keep aferry may, with the written consent of the commissioners of high- ways of the town where such ferry may be, erect and maintain within the limits of the highway, at such point as shall be desig- nated in such consent, a post or posts, with all necessary braces and appendages, for a rope ferry. (The Highway Law, L. 1890, ch. 568, section 172.) p Superintendent of public works may lease right of passage.—The superintendent of public works may, where ferries are now maintained at tide-water, lease the right of passage for foot passengers across State lands adjoining tide-water for a period not exceeding ten years, on such conditions as he may deem advantageous to the State. (The Highway Law, L. 1890, ch. 568, section 173.) When schedules to be posted.—Every person licensed to operate or control any ferry in this State, or between this State and any other State, operating from or to a city of fifty thousand inhabi- tants or over, shall post in a conspicuous and accessible position out- side and adjacent to each entrance to such ferry, and in at least four accessible places, in plain view of the passengers upon each of the boats used on such ferry, a schedule plainly printed in the English language, of the rates of ferriage charged thereon, and authorized by law to be charged for ferriage over such ferry. If any such person shall fail to comply with the provisions of this section, or shall post a false schedule, he shall forfeit the sum of fifty dollars for each day’s neglect or refusal to post such schedule, or any of them, to be recovered by any person who shall sue therefor, in any court of competent jurisdiction. (The Highway Law, L. 1890, ch. 568, section 174.) See, also, the provision as to posting schedule of rates contained in the Transportation Corporations Law, section 6. For explanation of interval in numbering between section 6, supra, and section 10, infra, see page 99. 184 _ Navication Corporations. The Transportation Corporations Law, § 10. ARTICLE II. Navigation Corporation.* SEcTION 10. Formation of corporation. 11. Navigation between additional ports. 12. Payment of capital stock. 13. Ferries unauthorized. § 10. Formation of corporation.—Seven or more persons may become a corporation, for the purpose of building for their own use, equipping, furnishing, fitting, purchasing, chartering, navigating or owning steam, sail or other boats, ships, vessels or other property to be used in any lawful business, trade, commerce or navigation upon the ocean, or any seas, sounds, lakes, rivers, canals or other waterways, and for the carriage, transportation or storing of lading, freight, mails, property or passengers thereon by making, signing, acknowledging and filing a certificate, stating the name of the corporation, the specific objects for which it is formed, the waters to be navigated, and in case of ocean steamers, the ports between which such vessels are intended to be navigated, the amount of its capital stock, which shall not be less than five thousand dollars, nor more than four million dollars, the term of its existence, not to exceed fifty years, the number of shares of which the capital stock shall consist, the number of directors thereof, not less than five nor more than thirteen, the names of the directors for the first year, and the name of the city, village or town and county in which its principal office is to be situated, the number of shares of stock which each subscriber of the certificate agrees to take, which must in the aggregate equal ten per centum of the capital and at least ten per centum of which must be paid in cash. Such certificate shall have attached thereto, as a part thereof, the affidavit of at least three of such directors, to the effect that ten per centum of such capital stock has been in good faith subscribed, and at least ten per centum of such subscription has been paid in cash. No railroad corporation shall have, own or hold any stock in any such corporation, and no corporation organized under this act, and designed to navigate any of the canals of the state, shall have a capital stock exceeding fifty thousand dollars. (Thus amended by L. 1896, ch. 935.) By the amendment of 1896 the following changes were made in this section, to wit : Its scope was extended to “canals or other waterways ;” * So in the original. Navigation Corporations. 185 _The Transportation Corporations Law, §§ 11, 12. the minimum amount of capital stock which corporations formed there- under were permitted to have was changed from $20,000 to $5,000, and the provision was inserted limiting to $50,000 the capital stock of corporations designed to navigate the canals. For form of certificate of incorporation, see post, form No. 73. For provisions exempting certain navigation companies from taxation for State and local purposes, see the Tax Law. See comments under ‘ Incorporators,” ‘‘ Corporate Name,” ‘ Objects,” “ Capital Stock,” ‘Shares of Stock,” “‘ Directors,’ ‘‘ Additional Powers,” “Liability of Stockholders,” “Filing and Recording,’ and “ Fees,” on pages 179, 180, all of which are applicable to corporations organized under this article. The rigid rule of the common law, which applies between innkeeper and guest as to responsibility for the guest’s personal effects, is properly applicable between a passenger steamboat company and passengers to whom it furnishes rooms and entertainment. (Adams v. New Jersey Steamboat Co., 151 N. Y., 163 ; affg. 9 Misc., 25.) Where a carrier sells tickets over a connecting line and assumes to secure accommodations over that line, it is liable for the failure of such other line to furnish proper accommodations, even when the ticket states that the company acts as agent and is not responsible beyond its own line. (Bussman v. Western Transit Co., 9 Misc. R., 410, and cases therein cited.) 8 11. Navigation between additional ports.——Any such corporation desiring or intending to navigate boats, ships or vessels, upon any other waters, or in case of ocean steamers between any other or additional ports than those named in its original certificate, may from time to time, file a further certificate, in the same man- ner as is prescribed by law for the filing of the original certificate, in which shall be stated such additional waters or ports upon or between which such corporation desires to navigate vessels, and thereafter such corporation may navigate its vessels upon such waters and between such ports, with the like effect as if they had been named in the original certificate. § 12. Payment of capital stock.—The capital stock of such corporation shall be paid in, at least one-half thereof, within one year, and the remainder within two years from its incorporation, or the corporation shall be dissolved. Within thirty days after the payment of the last installment, a certificate stating that the whole amount of such capital stock has been paid in shall be made, signed and sworn to by the president and a majority of the directors of the corporation, and filed and recorded in the offices where the original certificates of incorporation were filed. For form of certificate, see post, form No. 74. 186 Stage Coacu Corporations. The Transportation Corporations Law, §§ 18, 20, 21. The provision imposing the penalty of dissolution in case of failure to pay in the capital stock within the statutory time merely creates a lia- bility for a forfeiture of corporate rights. Proceedings must be taken to accomplish an actual dissolution. (People v. U. & D. R. R. Co., 128 N. Y., 240; In re Brooklyn Elevated R. R. Co., 125 N. ¥., 484; Denike y, . N. Y., etc., Lime Co., 80 N. Y., 599.) § 13. Ferries unauthorized.—This article shall not author- ize the formation of any ferry corporation to ply between the city of New York and any other point. For explanation of interval in numbering between section 13, supra, and section 20, infra, see page 99. ARTICLE III. Srace Coacu Corporations. Srction 20. Incorporation. 21, Alteration or extension of route. 22. Powers. § 20. Incorporation.—Five, or more persons, may become a corporation for the purpose of establishing, maintaining and oper- ating any stage or omnibus route or routes for public use in the conveyance of persons and property elsewhere than in the city of New York, or any stage route or routes already established for a like public use, by making, signing, acknowledging and filing a certificate which shall state the name of the corporation, the num- ber of years it is to continue, the route or routes upon which it is intended to run as near as practicable, the number of the directors thereof, not less than three nor more than five, the names of the directors for the first year, the amount of its capital stock, the place of residence of each subscriber thereto, and the number of shares of stock he agrees to take in such corporation. For form of certificate of incorporation, see post, form No. 75. See comments under “ Incorporators,” ‘“ Corporate Name,’ “ Objects,” “Capital Stock,” “Shares of Stock,” “ Directors,” “ Additional Powers,” “Liability of Stockholders,” “Filing and Recording,” and “Fees,” on pages 179, 180, all of which are applicable to corporations under this article. No maximum limit is prescribed within which the term of existence of stage coach corporations is to be fixed. § 21. Alteration or extension of route —The directors may, by a vote of two-thirds of their number, at any time alter or extend Tramway CorPoRATIONs. 187 The Transportation Corporations Law, §§ 22, 30. the route or routes designated in the certificate of incorporation, upon making, acknowledging, and filing a certificate to that effect, in the offices where the original certificates of incorporation were filed. For form of certificate, see post, form No. 76. § 22. Powers.—In addition to the powers conferred by the general and stock corporation laws, every such corporation shall have power: 1. To take and convey persons and property in stages and omnibuses, and to provide and run the necessary stages and omni- buses upon their route or routes for the public use and to receive compensation therefor. 2. To erect and maintain all necessary and convenient build- ings, fixtures and machinery for the use and accommodation of their passengers and business. For explanation of interval in numbering between section 22, supra, and section 30, infra, see page 99. ARTICLE IV. Tramway CorpoRaATIONS. Section 30. Incorporation. 31. Powers 32. Condemnation of real property. 33. Crossings. § 30. Incorporation.—Thirteen or more persons may become a corporation for constructing, maintaining and operating an ele- vated tramway, constructed of poles, piers, wires, rods, ropes, bars or chains, for the transportation of freight in suspended buckets, cars or other receptacles, for hire, by making, signing, acknowledg- ing and filing a certificate stating the name of the corporation, the number of years it is to continue, the places from and to which such tramway is to ‘be constructed, maintained and operated, its length as near as may be, the name of each county through or in which it is made or intended to be made, the amount of its capital stock and the number of shares into which it is to be divided, the number of the directors thereof, not less than three, the names and places of residence of the directors for the first year, the place of 188 Tramway Corporations. The Transportation Corporations Law, §§ 31, 32, 33. residence of each subscriber thereto and the number of shares he agrees to take in such corporation. For form of certificate of incorporation, see post, form No. 77, See comments under “ Incorporators,” ‘‘ Corporate Name,” ‘“ Objects,” “Capital Stock,” “Shares of Stock,” ‘“ Directors,” “ Additional Powers,” “Liability of Stockholders,” ‘ Filing and Recording,” and “Fees,” on pages 179, 180, all of which are applicable to corporations under this article. No maximum limit is prescribed within which the duration of tramway corporations is to be fixed. § 31. Powers.—Every such corporation, in addition to the powers conferred by the general and stock corporation laws, shall have power: 1. To cause such examination and surveys for its proposed tramway to be made as may be necessary to the selection of the most advantageous route, and for such purpose by its officers and servants, to enter upon the lands or waters of any person, ‘but sub- ject to responsibility for all damages done thereto. 2. To lay out its tramway and to construct the same as hereby provided. 3. To erect and maintain all necessary and convenient build- ings, stations, fixtures and machinery for the accommodation and transaction of its business. § 32. May acquire land by condemnation.—In case any such corporation is unable to agree for the purchase, use or lease of any real property required for the purposes of its incorporation, it shall have the right to acquire title to the same by condemnation. See the provisions of the condemnation law, post. § 33. Crossings.—Whenever any tramway, constructed by any such corporation, shall cross a railroad, highway, turnpike, plank- road or canal, such tramway shall be so constructed as not to inter- fere with the free use of such railroad, highway, turnpike, plank- road or canal for the purposes for which they were intended. For explanation of interval in numbering between section 33, supra, and section 40, infra, see page 99, Prez Line Corporations. 189 The Transportation Corporations Law, § 40. ARTICLE V. Pier Linz Corporations. Section 40. Incorporation. 41. Location of line. 42, Condemnation of real property. 43. Railroad, turnpike, plank-road and highway crossings. 44. Crossings of canals, rivers and creeks. 45. Consent of local authorities. 46. Construction through villages and cities. 47. Over Indian reservations. 48. Over State lands. 49. Additional powers. 50. Use of line to be public; storage; liable as common carriers; rates and charges. 51. Receipts for property; cancellation of vouchers. 52. Monthly statements. -58. Fences, farm crossings and use of line not inclosed. 54. Taxation of property. § 40 Incorporation.—Twelve or more persons may become a corporation for constructing and operating for public use, except in the city of New York, lines of pipe for conveying or transporting therein petroieum, gas, liquids or any products or property, or for maintaining and operating any line of pipe already constructed and owned by any corporation, person or persons, except in such city, for the public use, by making, signing, acknowledging and filing a certificate stating the name of the corporation, the number of years it is to continue, the places from and to which it is to be constructed or maintained and operated, its length as near as may be, the name of each county through or into which it is to be constructed; the amount of its capital stock, which shall not be less than fifteen hun- dred dollars for every mile of pipe constructed or proposed to be constructed, and the number of shares of which it shall consist; the number of directors not less than seven, and the names and places of residence of the directors for the first year, and the place of residence of each subscriber and the number of shares he agrees to take in such corporation, which must in the aggregate equal ten hundred and fifty dollars for every mile of pipe constructed or pro- posed to be constructed, and twenty-five per cent of which must be paid in cash. Such certificate shall have indorsed thereon or appended thereto and as a part thereof, an affidavit made by at least three of the directors named therein that at least ten hundred and fifty dollars of stock for every mile of line proposed to be con- 190 Pree Line Corporations. The Transportation Corporations Law, § 41. structed or maintained and operated has been in good faith sub. scribed, and twenty-five per cent paid in money thereon, and that it is intended in good faith to construct or to maintain and operate the line of pipe mentioned in such certificate, and that such cor- poration was not projected or formed with the intent cr for the pur- pose of injuring any person or corporation, nor for the purpose of selling or conveying its franchise to any person or corporation, nor for any fraudulent purpose. For form of certificate of incorporation, see post, form No. 78. See comments under “Incorporators,” ‘Corporate Name,” “ Objects,” “ Capital Stock,’ ‘Shares of Stock,’ ‘“ Directors,” ‘‘ Additional Powers,” “Liability of Stockholders,” “Filing and Recording,” and “Fees,” on pages 179, 180, all of which are applicable to pipe line corporations, but it should be carefully noted that the capital stock of pipe line corporations : “shall not be less than $1,500 for every mile of pipe constructed or pro- posed to be constructed.” There is no maximum limit for the duration of these corporations. § 41. Location of line.—Every such corporation shall before commencing the construction of its pipe line in any county, or any proceeding for the condemnation of real property, plainly and dis- tinctly mark and designate the line adopted and located by them by a line of stakes consecutively numbered and equally distant, and not more than twenty rods from each other, so that each line can be definitely known and ascertained in all places, and make a map and survey of the route so located and staked out, and shall indicate thereon plainly the points where such route crosses each parcel of land to which they have not acquired title by agreement, and shall cause such map and survey to be certified by the president and engi- neer, and filed in the office of the clerk of the county into or through which the line so located and mapped passes, and shall give to the owner or occupant, if he is known or can be ascertained, of every parcel of land through which such route passes, the title to which has not been acquired by purchase, written notice of the filing of such map and survey, stating that such route passes over or across such owner’s or occupant’s lands, and that the route thereof is indicated thereon by such line of stakes. Any occupant or owner of such lands feeling aggrieved by the proposed location, may, within fifteen days after the service of such notice, give ten days written notice to the corporation, by service upon the president, engineer, or any director thereof, and to the owner or occupant of any lands to be affected by the alteration to be proposed by him, of the time and place of an application to be made by him to & Pree Line Corporations. 191 The Transportation Corporations Law, § 42. special term of the Supreme Court in the judicial district in which the lands are situated for the appointment of commissioners to relocate such line. If upon the hearing the court shall consider that sufficient cause exists therefor, it shall appoint three disin- terested persons commissioners to examine the route located and the proposed alteration thereof, and direct the mode of proceeding, who shall report to the court the facts relating thereto and their opinion as to the proposed alteration, and what, if any, alteration should be made in such line, and the court shall thereupon make such order as it shall deem proper in relation to such alteration, and determine the location of such line, and fix and adjust the costs, fees and charges of the commissioners, and the costs and charges of the proceedings, and direct by which party the same shall be paid, and may enforce payment thereof by proceedings as for a contempt of court, for refusal to pay costs directed to be paid by an order of the court, and such order shall be final as to the location of the line upon the lands embraced therein. Such corporation shall not commence the work of constructing or laying its line of pipe, or institute proceedings for the condemnation of real property, in any county, until after the expiration of fifteen days from the service by it of the notice herein required, nor until all applications for a relocation of its line in such county if any are made, have been finally determined. For forms under this section, see post, forms Nos. 79, 80, 81, 82, 83 and 84. § 42. Condemnation of real property.—In case such cor- poration is unable to agree for the purchase of any real estate required for the purposes of its incorporation, and its line of pipe in the county in which such real estate is situated has been finally — located, it shall have the right to acquire title thereto by condemna- tion, but such corporation shall not locate or construct any line of pipe through or under any building, dooryard, lawn, garden or orchard, except by the consent of the owner thereof in writing duly acknowledged, nor through any cemetery or burial ground, nor within one hundred feet of any building, except where such line is authorized by public officers to be laid across or upon any public highway, or where the same is laid across or upon any turn- pike or plank-road. No pipes shall be laid for the purpose of carry- ing petroleum, gas or other products or property through or under any of the streets in the cities of this State, unless such corporation shall first obtain the consent of a majority of the property owners on the streets which may be selected for the laying of pipes, and 192 Pree Line Corporations. The Transportation Corporations Law, §§ 48, 44, 45. such pipe-line shall be located with all reasonable care and prudence so as to avoid danger from the bursting of the pipes. For provisions of condemnation law, see post. § 43. Railroad, turnpike, plank-road and highway cross. ings.—Whenever any line of pipe of any such corporation shall necessarily cross any railroad, highway, turnpike or plank-road, such line of pipe shall be made to cross under such railroad, high- way, turnpike or plank-road and with the least injury thereto prac- ticable, and unless the right to cross the same shall be acquired by agreement, compensation shall be ascertained and made to the owners thereof, or to the public in case of highways, in the manner prescribed in the condemnation law, but no exclusive title or use shall be so acquired as against any railroad, turnpike or plank-road corporation, nor as against the rights of the people of this State in any public highway, but the rights acquired shall be a common use of the lands in such manner as to be of the least practical injury to such railroad, turnpike or plank-road, consistent with the use thereof by such pipe-line corporation, nor shall any such corporation take or use any lands, fixtures or erections of any railroad corpora- tion, or have the right to acquire by condemnation the title or use, or right to run along or upon the lands of any such corporation, except for the purpose of directly crossing the same when necessary. § 44. Construction across and along canals, rivers and creeks.—No pipe line shall be constructed upon or across any of the canals of this State, except by the consent of and in the manner and upon the terms prescribed by the superintendent of public works, unless constructed upon a fixed bridge across such canal, and with the consent of the person for whose benefit such bridge is constructed and maintained, or upon such a bridge over the canal, at the crossing of a public highway or street, with the consent of the public officers having the supervision thereof, or of the municipal authorities of any village or city within whose limits such bridge may be, nor shall the pipes of any such corporation be laid through or along the banks of any of the canals of this State, nor through or under any of its rivers or creeks, unless such pipes shall be encased so as to prevent leakage, in such manner as shall be approved by the superintendent of public works. § 45. Consent of local authorities.—No pipe line shall be constructed across, along or upon any public highway without the consent of the commissioners of highways of the town in which such highway is located, upon such terms as may be agreed upon Piet Linz Corporations. 193 The Transportation Corporations Law, §§ 46, 47. with such commissioners. If such consent or the consent of the commissioners or municipal authorities required by the preceding section can not be obtained, application may be made to the general term of the Supreme Court of the department in which such high- way or bridge is situated for an order permitting the corporation to construct its line across, along or upon such highway, or across or upon such bridge. The application shall be by duly verified peti- tion and notice which shall be served upon the commissioners of highways of the town in which the highway is situated, or the municipal authorities of the village or city where such bridge is located, according to the practice or order of the court, or an order to show cause, and the court upon the hearing of the application may grant an order permitting the line to be so constructed in such manner and upon such terms as it may direct. For forms under this section, see post, forms Nos. 85, 86 and 87. § 46. Construction through villages and cities.—No pipe line shall be constructed into or through any incorporated village or city in this state, unless authorized by a resolution prescribing the route, manner of construction and terms upon which granted, adopted at a regular meeting of the board of trustees of the village or the common council of the city by a two-thirds vote of such board or council, but such resolution shall not affect any private right. No pavement shall be removed in any city under the provisions of this article, unless done under the direction of the common coun- cil, nor until such corporation shall give a bond in such sum as the common council may require, for the replacing of any pavements which shall have been removed. In case any pavement shall have been removed and not properly relaid, the common council may bring suit in any court of record, for the cost of relaying such pavement, against any such corporation. No gas-houses shall be erected in any city under the provisions of this article, for supply- ing gas to the inhabitants, unless consent is first given by the cor- porate authorities of the city. § 47. Over Indian reservations.—Such corporation may contract with the chiefs of any nations of Indians over whose lands it may be necessary to construct their pipe line for the right to construct such pipe line upon such lands, but no such contract shall vest in the corporation the fee of such lands, nor the right to occupy the same for any purpose other than for the construction, operation and maintenance of such pipe line, nor shall such contract be valid 18 194 Prez Line Corporations. The Transportation Corporations Law, §§ 48, 49. or effectual until the same has been ratified by the county court of the county in which the lands are situated. § 48. Over state lands.—The commissioners of the land office shall have power to grant to any pipe line corporation any lands belonging to the people of this state which may be required for the purposes of its incorporation on such terms as may be agreed on by them or such corporation may acquire title thereto by condemna- tion, and if any lands owned by any county, city or town as required by such corporation for such purposes, the county, city or town officers having charge of such lands may grant them to such corpo- ration upon such terms and for such compensation as may be agreed upon. For provisions of the condemnation law, see post. § 49. Additional powers.—Every corporation formed under this article shall in addition to the powers conferred by the general and stock corporation law have power: 1. To cause such examinations and surveys of its proposed line of pipe to be made as may be necessary to the selection of the most advantageous route, and for such purpose by its officers, agents or servants may enter upon the lands or waters of any person, upon, through or across which such corporation can construct its line of pipe, under the provisions of this article, subject however to lia- bility for all actual damage which shall be done thereto. 2. To take and hold such voluntary grants of real estate and other property, as shall be made to it to aid in the construction, maintenance, operation and accommodation of its pipe line. 3. To lay out its pipe line route not exceeding twelve feet in width, but at the terminations of such line and at all receiving and discharging points and at all places where machinery may properly or must necessarily be set up for the operation of such pipe line it may take such additional width, and for such length as may be necessary. 4. To take and convey through pipes any property, substance or product capable of transportation therein by any force, power or mechanical agency, and to erect and maintain all necessary and con- venient buildings, stations, fixtures and machinery for the purposes of its incorporation. 5. To regulate the time and manner in which property shall be transported over its pipe lines, and the compensation to be paid therefor, but such compensation shall not exceed the sum or be above the rate of twenty-five cents per one hundred miles for the Prez Line Corporations. 195 The Transportation Corporations Law, §§ 50, 51. transportation of forty-two gallons of any product transported on lines of one hundred miles in length or over, which shall be reckoned and adjusted upon the quantity or number of gallons delivered by such corporation at the point to which it shall have undertaken to deliver the same. § 50. Use of line to be public; storage ; liable as common carriers; rates and charges.—The pipe lines of every such corporation shall be open for transportation to the public use, and all persons desiring to transport products through such pipe line shall have the absolute right upon equal terms to such transporta- tion in the order of application therefor, on complying with the general requirements of such corporation, as to delivery for and payment of such transportation, but no application for such trans- portation shall be valid beyond or for a greater quantity of pro- ducts than the applicant shall then own and have ready for delivery for transportation to such corporation, and every such corporation shall provide suitable and necessary receptacles for receiving all such products for transportation, and for storage at the place of delivery until the same can reasonably be moved by the con- signee, and shall be liable as common carriers therefor, from the time the same is delivered for transportation until a reasonable time after the same has been transported to the place of consignment and ready for delivery to the consignee, which time shall be fixed by general regulation by the corporation, and shall not be less than two days from and after the same shall be ready for delivery and notice thereof given to such consignee, and all rates and charges of every description, for or on account of or in any manner connected with the transportation of any products, shall be fixed by such cor- poration by general rules and regulations, which shall be applicable to all parties who shall transport any products through such pipe line, or deliver or contract to deliver products for transportation and shall be written or printed and exposed to public view and at all times open to public examination. § 51. Receipts for property ; cancellation of vouchers; delivery of property.—No receipt, certificate or order of any kind shall be made, accepted or issued by any pipe line corporation for any commodity unless the commodity represented by them is actually in possession of the corporation at the time of making, issuing or acceptance thereof. Whenever any such corporation shall have parted with the possession of any commodity and received. therefor any order, voucher, receipt or certificate, such order, 196 Pree Line Corporations. The Transportation Corporations Law, §§ 52, 53. voucher, receipt or certificate shall not be issued or used again, but shall be canceled with the word “canceled” stamped or printed legibly across the face thereof, and such canceled order, voucher, receipt or certificate shall be filed and preserved by such corpora- tion and a record of the same kept by the secretary thereof. No petroleum or other commodity received for transportation by such corporation shall be delivered to any person without the presenta- tion and surrender of all vouchers, receipts, orders or certificates that have been issued or accepted for the same. § 52. Monthly statements.—Every pipe line corporation shall make monthly a specific statement showing the amount of all commodities received, fhe amount delivered during the month, and the stock on hand on the last day of each month of the year, and how much of such stock is represented by outstanding certificates, vouchers, receipts, or orders, and how much in credit balances on the books of the corporation. Such statement shall be made on or before the tenth day of the succeeding month and verified by the oath of the president and secretary that it is in all respects true and correct, and shall be filed within three days thereafter in the county clerk’s office in the county where the principal office of the corporation is located, and a true copy of the same posted in a conspicuous place in its principal office for at least thirty days ‘thereafter. For form of statement, see post, form No. 88. § 53. Fences; farm crossing and use of line not inclosed.— It shall not be necessary for any such corporation to fence the lands acquired by them for the purposes of its incorporation. But, if not enclosed by a substantial fence, the owner of the adjoining lands from whom such lands were obtained, his heirs or assigns, may occupy and use such lands in any manner not injurious to the interests of the corporation and shall not be liable therefor, or for any trespass upon any such lands except for willful or negligent injuries to the pipes, fixtures, machinery or personal property of the corporation. If the corporation shall keep such lands inclosed it shall construct and provide all suitable and necessary crossings with gates for the use and convenience of any owners of lands adjoining the portion of its lands so inclosed, and no claim shall be made by it against any owner of adjoining lands to make or contribute to the making or maintaining of any division fence between such adjoining lands and its lands, and if it shall neglect to keep and maintain substantial fences along its lands the owners of adjoining Gas anp Exzotrio Lieut Corrcrations. 197 The Transportation Corporations Law, §§ 54, 60. Jands may construct and maintain all farm or division fences, and all line fences crossed by such pipe line in the same manner as though it had not acquired such lands for such pipe line, and it shall be liable for all injuries to such fences caused or done by any of its officers or agents, or any persons acting in their or its behalf, or by any laborer in its or their employ or in the employ of any of its contractors. § 54. Taxation of property.—The real estate and personal property belonging to any pipe line corporation in this State, shall be assessed and taxed in the several towns, villages and cities in the same manner as the real estate and personal property of rail- _ road corporations are assessed and taxed, and such corporation may "pay such taxes or commute therefor in the same manner as railroad - corporations. For taxation laws, see post. For explanation of interval in numbering between section 54, supra, and section 60, infra, see page 99. ARTICLE VI. Gas anp Extectric Lieut CorPoraTIons. Section 60. Incorporation. » 61. Powers. 62. Inspector of gas meters. 63. Deputy inspectors. 64. Inspection of gas meters. 65. Gas or electric light must be supplied on application 66. Deposit of money may be required. 67. Entry of buildings to meters or lights. 68. Refusal or neglect to pay rent. 69. No rent for meters to be charged. 70. Price of gas. Section 60. Incorporation.— Three or more persons may become a corporation for manufacturing and supplying gas for lighting the streets and public and private buildings of any city, village or town, or two or more villages or towns not over five miles distant from each other, in this state, or for manufacturing and using electricity for producing light, heat or power, and in lighting streets, avenues, public parks and places, and public and private buildings of cities, villages and towns within this State, by mak- ing, signing, acknowledging and filing a certificate stating the name 198 Gas AND Exsectric Ligat Corporations. The Transportation Corporations Law, § 60. of the corporation, its objects, the amount of its capital stock, the term of its existence not to exceed fifty years, the number of shares of which the stock shall consist, the number of directors not less than three nor more than thirteen, the names and places of regi- dence of the directors for the first year, and the name of the town and county in which the operations of the corporation are to be carried on, and thereupon the persons who shall have signed the same, their associates and successors shall be a corporation by the name stated in the certificate. For form of certificate of incorporation, see post, form No. 89. See comments under “ Incorporators,” ‘‘ Corporate Name,” “ Objects,” “Term of Existence,” ‘‘ Capital Stock,” ‘“‘ Shares of Stock,” “Directors,” “ Additional Powers,” “Liability of Stockholders,” “ Filing and Record- ing” and “Fees,” on pages 179, 180, all of which are applicable to gas and electric light corporations. The word “ or,’ as used in the foregoing section, is not intended to be in the disjunctive, but should be construed as meaning the same as “ and,” in order to give effect to the intention of the legislature. (People ex rel. Municipal Gas Co. v. Rice, 188 N. Y., 151.) Therefore a corporation is not restricted to one of the purposes stated in the section, but may be formed for carrying on both the business of manufacturing and supplying gas for lighting, etc., and the business of manufacturing electricity for producing light, heat, ete. (Id.) And a corporation heretofore organized for gas lighting may extend its objects so as to include electric lighting by filing an amended certificate pursuant to section 32 of the Stock Corporation Law. (Id.) It may also acquire the right to exchange its stock for that of an electric light company. (Id.) A gas company, lawfully occupying a street with its mains and pipes, is bound to use its rights and to conduct its operations so as not to inflict injury upon neighboring property. (Evans v. Keystone Gas Co., 148 N. Y., 112.) A gas company is not an insurer against explosions of gas carried into buildings by its pipes, but is simply bound to exercise that degree of care which the nature of the article it deals in and the consequences to be apprehended from an accident reasonably call for. (Schmeer v. Gas Light Co. of Syracuse, 147 N. Y., 529.) A lease by a gas company of all its property and franchises is ultra vires; but where the lessee has used the property under such a lease a recovery for the amount due for rent may be had. (Bath Gas Light Co. v. Claffy, 26 N. Y. Supp., 287; 56 St. Rep., 426; 74 Hun, 638; affirmed, 151 N. Y., 24.) An electric company, having a contract with the town authorities to light a public highway, is not authorized to erect poles or wires upon the nighway without the consent of the abutting owner; and the rule of law is the same whether the poles are to carry telephone, telegraph or electric light wires. (Palmer v. Larchmont Electric Co., 6 App. Div., 12.) The more extensive easements, which exist in the streets of cities and incor- porated villages, do not extend to, nor have they any existence in unin- Gas anp Exrotrric Ligut Corporations. 199 - The Transportation Corporations Law, § 61. corporated villages and on country highways; this is irrespective of the density of the population. (Id.) There is an important physical difference, affecting the legal rights of the public and of abutting owners, between the burden of an underground easement, in the nature of a gas or water pipe, and an easement which permits the erection of electric light, telephone or telegraph structures above the surface on a public highway. (Palmer v. Larchmont Electric Co., 6 App. Div., 12; dist’g Bloomfield Gas Co. v. Calkins, 62 N. Y., 386.) § 61. Powers.—Every such corporation shall have the fol- lowing additional powers: 1. If incorporated for the purpose of supplying gas for light, to manufacture, sell and furnish such quantities of gas as may be required in the city, town or village where the same shall be located, or said two or more villages or towns, not over five miles distant from each other, named in its certificate of incorporation, for lighting the streets, and public or private buildings or for other purposes; and to lay conductors for conducting gas through the streets, lanes, alleys, squares and highways, in such city, villages or towns, with the consent of the municipal authorities thereof, and under such reasonable regulations as they may prescribe; and such municipal authorities shall have power to exempt any such corpo- ration from taxation on their personal property for a period not exceeding three years from the organization of the corporation. 9. If incorporated for the purpose of using electricity for light, heat or power, to carry on the business of lighting by electricity or using it for heat or power in cities, towns and villages within this State, and the streets, avenues, public parks and places thereof, and public and private buildings therein; and for the purposes of such business to generate and supply electricity; and to make, sell or lease all machines, instruments, apparatus and other equipments therefor, and to lay, erect and construct suitable wires or other con- ductors, with the necessary poles, pipes or other fixtures in, on, over and under the streets, avenues, public parks and places of such cities, towns or villages, for conducting and distributing electricity, with the consent of the municipal authorities thereof, and in such manner and under such reasonable regulations, as they may prescribe. 3. Any two or more corporations organized under this article, or under any general or special law of the state, for the purpose of carrying on any business which a corporation organized under this article might carry on, may consolidate such corporations into a single corporation by complying with the provisions of the busi- 200 Gas anp Exrorric Lignt Corporations. The Transportation Corporations Law, § 61. ness corporations law relating to the consolidation of business corporations. For provisions empowering town authorities to contract for lighting streets, see post, page 236. When the consent of the municipal authorities has been given to a gas light corporation to lay its mains in public streets and highways, the cor- poration becomes vested with a franchise to so lay its mains in the streets, which constitutes property, of which it cannot be deprived by a change in the form of the municipal government from that of a town to that of a village. (People ex rel. Woodhaven Gas Light Co. v. Deehan, 11 App. Div., 175.) Unless the consent of municipal authorities to lay gas mains is broad enough in its terms to include all streets and highways which may be laid out in the future, it will be construed to extend only to those high- ways which were in existence when the consent was given. ‘People ex rel. Woodhaven Gas Light Co. v. Deehan, 11 App Div., 175.) An action cannot be maintained by the attorney-general, under section 1948 of the Code of Civil Procedure (see said section, post), against an incorporated gas company to restrain the laying of gas pipes in a city street, based upon the ground that the corporate power of the company had ceased because of its failure to commence its business within the period prescribed by law, and that the work would be an injury to the highway and a nuisance. (People v. Equity Gas Light Co., 141 N. Y., 282.) A contract between a town board of improvement and a gas company is not illegal because it provides that the gas company shall be reimbursed by the town for any expenses incurred in making changes in the gas mains or pipes, rendered necessary by changes in the grades of streets made after the gas company has entered upon the performance of its contract. (Par- fitt v. Ferguson, 3 App. Div., 176.) A provision in such contract that no other gas or electric light company shall have the consent of the town board of improvement to extend its mains or to lay its pipes within the town during the term of the agreement is void, as tending to create 4 monopoly. (Id.) Where a corporation maintains lines of electric wires over which it furnishes power to customers for the movement of machinery, although such business is carried on without authority, it affords no excuse for the destruction of its property, and conceding that a telephone and telegraph company has the right to remove the wires from certain fixtures, yet by thereafter carrying those wires away it makes itself liable for conversion. (Electric Power Co. v. Metropolitan Telephone & Telegraph Co., 75 Hun, 68.) A gas light corporation has no right to lay its pipes in a country high- way without first securing the consent of the adjoining owners. (Bloom- field Gas Co. v. Calkins, 62 N. Y., 386.) A gas company may be prosecuted for damages caused by nuisance. There is no immunity from liability for consequential injuries sustained by property surrounding its works, by reason of its incorporation, or the privilege conferred upon the business by the acts of the legislature, and it is not taken out of the operation of the rules of law applicable to ordi- Gas anp Exxecrrio Liga? Corporations. 201 The ‘Transportation Corporations Law, § 62. nary common-law nuisances. (Bohan v. Port Jervis Gas Light Co., 122 N. Y., 18, and cases therein cited.) _ § 62. Inspector of gas meters.—The governor shall nominate and by and with the consent of the senate appoint an inspector of gas meters, who shall have an office in the city of New York, whose duty it shall be, when required, to inspect, examine, prove and ascertain the accuracy of any and all gas meters used or intended to be used for measuring or ascertaining the quantity of illuminating gas furnished by any gaslight corporation in this state or corpora- tion engaged in supplying natural gas to consumers, to or for the use of any person or persons, and, when found to be or made cor- rect, to seal, stamp or mark all such meters, and each of them, with some suitable device, which device shall be recorded in the office of the secretary of state. Such inspector shall hold his office for the term of five years and until the appointment of his successor, but way be removed by the governor for sufficient cause. He shall receive an annual salary of five thousand dollars, to be paid in the first instance out of the state treasury on the warrant of the comp-: troller, which shall be charged to and paid into the state treasury by the several gas corporations in this state, in amounts proportion- ate to the amount of the capital stock of such corporations respec- tively, to be ascertained and assessed by the comptroller of the state. It any such corporation shall refuse or neglect to pay into the state treasury the amount or portion of such salary required of them respectively, for the space of thirty days after written notice given it by the comptroller to make such payment, then the comptroller may maintain an action, in his name of office, against any such delin- quent corporation for its portion or amount of such salary, with interest thereon at the rate of ten per centum per annum from the time when such notice was given and the costs of the action. (Thus amended by L. 1893, ch. 385; L. 1895, ch. 972, and L. 1897, ch. 486.) By the last amendment the provisions of this section were made to apply to corporations engaged in supplying natural gas. In an action by the trustees of a village in its name to compel the removal from its streets of the poles, wires and electric lamps of an elec- tric light company, upon the ground that they constituted an unlawful obstruction in the highway, amounting to a public nuisance, it appeared that a contract was entered into between the plaintiff and the defendant, by which the defendant agreed to furnish electric light for a period of five years, but that the defendant had ceased to furnish light, before the expiration of that time, under a claim that such agreement was void, and that it had neglected to remove its poles, wires and lamps, although requested to do so by the plaintiff; held, that, under the circumstances, 202 Gas AND Exxctrio Lieut CorroratIons. The Transportation Corporations Law, §§ 63, 64, 65. the disused poles, wires and lamps constituted unlawful obstructions, which it was the duty of the defendant to remove; that the action was maintainable under section 15 of the Highway law, chapter 568, Laws of 1890. (Village of Hemstead v. Ball Electric Light Co., 9 App. Div., 48.) § 63. Deputy inspectors.—The inspector of gas meters shall appoint three deputy inspectors of gas meters to reside in the city of Brooklyn, Albany and Buffalo, respectively, to hold during his pleasure, and who shall in their respective places of residence dis- charge the same duties as are required of the inspector. Such deputies shall each receive an annual salary of fifteen hundred dol- lars to be paid in the same manner as the salary of the inspector. (Thus amended by L. 1893, ch. 385.) § 64. Inspection of gas meters.—No corporation or person shall furnish or put in use any gas meter, which shall not have been inspected, proved and sealed by the inspector, except during such time as the office of inspector may be vacant, or such inspector after request made, shall refuse or neglect to prove and seal the meters furnished for that purpose, and every gas-light corporation shall provide and keep in and upon their premises a suitable and proper apparatus, to be approved and sealed by the inspector of meters, for testing and proving the accuracy of the gas meters fur- nished for use by it, and by which apparatus every meter may and shall be tested, on the written request of the consumer, to whom the same shall be furnished, and in his presence if he desire it. If any such meter on being so tested, shall be found defective or incor- rect to the prejudice or injury of the consumer, the necessary removal, inspection, correction and replacing of such meter shall be without expense to the consumer, but in all other cases he shall pay the reasonable expenses of such removal, inspection and replacing; and in case any consumer shall not be satisfied with such inspection of the meter furnished to him, and shall give to the corporation written notice to that effect, he may have such meter reinspected by the state inspector, if he require it, upon the same terms and conditions as herein provided for the original inspection thereof. § 65. Gas and electric light must be supplied on applica- tion.—Upon the application, in writing, of the owner or occupant of any building or premises within one hundred feet of any main laid down by any gas-light corporation, or the wires of any electric- light corporation, and payment by him of all money due from him to the corporation, the corporation shall supply gas or electric light as may be required for lighting such building or premises, notwitb- Gas anp Exzotric Lignr Corporations. 2038 The Transportation Corporations Law, § 66. standing there be rent or compensation in arrear, for gas or electric light supplied, or for meter, wire, pipe or fittings, furnished to a former occupant thereof, unless such owner or occupant shall have undertaken or agreed with the former occupant to pay or to exon- erate him from the payment of such arrears, and shall refuse or neglect to pay the same; and if for the space of ten days after such application, and the deposit of a reasonable sum as provided in the next section, if required, the corporation shall refuse or neglect to supply gas or electric light as required, such corporation shall for- feit and pay to the applicant the sum of ten dollars, and the further sum of five dollars for every day thereafter during which such refusal or neglect shall continue; provided that no such corporation shall be required to lay service pipes or wires for the purpose of supplying gas or electric light to any applicant where the ground in which such pipe or wire is required to be laid shall be frozen, or shall otherwise present serious obstacles to laying the same; nor unless the applicant, if required, shall deposit in advance with the corporation a sum of money sufficient to pay the cost of his portion of the pipe or wire required to be laid, and the expense of laying such portion. The foregoing section applies where any part of a building is within 100 feet of the gas mains, and it is immaterial that the office of the person applying for gas in such building is not within 100 feet of the main. (Jones vy. Rochester Gas & Electric Co., 7 App. Div., 465.) Where a lighting company has specifically based its refusal to furnish gas upon the ground that the applicant owed for gas which had escaped, it is not in a position to claim that there existed any other indebtedness in its favor from him. (Jones v. Rochester Gas & Electric Co., 7 App. Div., 465.) The ‘provision imposing a penalty for a refusal to supply gas or electric light does not limit an owner or occupant of a building in his recovery to one penalty, but he may recover ten dollars for the first day of the refusal, and five dollars for each day of its continuance thereafter; nor does the fact that the same applicant for light has brought an action to recover penalties for one building bar his action to recover penalties for a refusal to furnish light to another building, although the refusal of the company in each case arose from the fact that the applicant declined to pay the same bill. (Jones v. Rochester Gas & Electric Co., 7 App. Div., 474.) The fact that an applicant for light has at one time consented to the removal of gas meters will not estop him from making, at a subsequent time, a demand, under the statute, for a return of the supply of gas. (Jones v. Rochester Gas & Electric Co., 7 App. Div., 474.) § 66. Deposit of money may be required.—Every gas-light and electric-light corporation may require every person to which such corporation shall supply gas or electric light for lighting any 204 Gas anp Exectric Lignt CoRPoraTIONs. The Transportation Corporations Law, §§ 67, 68. building, room or premises to deposit with such corporation a reasonable sum of money according to the number and size of lights used or required, or proposed to be used for two calendar months, by such person, and the quantity of gas and electric light necessary to supply the same as security for the payment of the gas and electric light rent or compensation for gas consumed, or rent of pipe or wire and fixtures, to become due to the corporation, but every corporation shall allow and pay to every such depositor legal interest on the sum deposited for the time his deposit shall remain with the corporation. § 67. Buildings may be entered for the examination of meters, lights, and-so-forth.—Any officer or other agent of any gas-light or electric-light corporation, for that purpose duly appointed and authorized by the corporation, may, at all reason- able times, upon exhibiting a written authority, signed by the president and secretary of the corporation, enter any dwelling, store, building, room or place lighted with gas or electric light sup- plied by such corporation, for the purpose of inspecting and examining the meters, pipes, fittings, wires and works for supplying or regulating the supply of gas or electric light and of ascertaining the quantity of gas or electric-light consumed or supplied, and if any person shall, at any time, directly or indirectly, prevent or hin- der any such officer or agent from so entering any such premises, or from making such inspection or examination at any reasonable time, he shall, for every such offense, forfeit to the corporation twenty-five dollars. § 68. Refusal or neglect to pay rent.—If any person supplied with gas or electric light by any such corporation shall neg- lect or refuse to pay the rent or remuneration due for the same or for the wires, pipes or fittings let by the corporation, for supplying or using such gas or electric light or for ascertaining the quantity consumed or used as required by his contract with the corporation, or shall refuse or neglect, after being required so to do, to make the deposit required, such corporation may prevent the gas or electrie light from entering the premises of such person; and their officers, agents or workmen may enter into or upon any such premises between the hours of eight o’clock in the forenoon and six a’clock in the afternoon, and separate and carry away any meter, pipe, fittings, wires or other property of the corporation, and may discon- nect any meter, pipe, fittings, wires or other works whether the property of the corporation or not, from the mains, pipes or wires of the corporation. WateR-works CoRPORATIONS. 205 The Transportation Corporations Law, §§ 69, 70, 80. § 69. No rent for meters to be charged.— No gas-light cor- poration in this state shall charge or collect rent on its gas meters, either in a direct or indirect manner, and any person, party or cor- poration violating this provision shall be liable to a penalty of fifty dollars for each offense, to be sued for and recovered in the cor- porate name of the city or village where the violation occurs, in any court having jurisdiction, and when collected to be paid into the treasury of such city or village and to constitute a part of the contingent or general fund thereof. § 70. Price of gas.—In any city in this state having a popula- tion of eight hundred thousand or over, no corporation or person shall charge for illuminating gas a sum to exceed one dollar and twenty-five cents per thousand feet, and such gas shall have an illuminating power of not less than twenty sperm candles, or six to the pound, and burning at the rate of one hundred and twenty grains of spermaceti per hour, tested at a distance of not less than one mile from the place of manufacture, by a burner consuming five cubic feet of gas per hour, and shall comply with the standard of purity now or hereafter established by law; but in any district or ward of any city containing over one million inhabitants, which district or ward is separated from the main portion thereof by a stream or other natural boundary, any gas-light corporation may charge a price not to exceed one dollar and sixty cents per thousand cubic feet, but such corporation shall not charge’a greater price in the city where its main works shall be situated than in such district or ward. See L. 1897, ch. 385, regulating price of gas in Greater New York. For explanation of interval in numbering between section 70, supra, and section 80, infra, see page 99. ARTICLE VII. W AtER-workKs CoRPORATIONS. Section 80. Incorporation. 81. Must supply water; contracts with municipalities. 82. Powers. 83. Survey and map. 84. Condemnation of real property. 85. Corporation may contract with other cities, towns or vil- lages; amended certificate. § 80. Incorporation.—Seven or more persons may become a corporation for the purpose of supplying water to any of the cities, 206 WatER-worKs CORPORATIONS. The Transportation Corporations Law, § 80. towns or villages and the inhabitants thereof in this state, by exe. cuting, acknowledging and filing a certificate stating the name of the corporation, the amount of its capital stock, the number of shares into which it is to be divided, the location of its principal office, the number of its directors, not less than seven, the names and places of residence of the directors for the first year, the name of the cities, towns and villages which it is proposed to supply with water; that the permit of the authorities of such cities, towns and villages herein required has been granted; the post-office address of each subscriber, and the number of shares he agrees to take in such corporation, the aggregate of which shall be at least one-tenth of the capital stock, and ten per centum of which shall be paid in cash to the directors. At the time of filing there shall be annexed to the certificate and as a part thereof, a permit, signed and acknowledged by a majority of the board of trustees of the village, in case an incorporated village is to be supplied with water, and in case a town, or any part thereof, not within an incorporated village, is to be so supplied, by the supervisor, justice of the peace, town clerk and highway commissioners thereof or a majority of them, and in case a city is to be supplied with water by the board of water commis- sioners of said city, or by such other board or set of officials as per- form the duties of water commissioners and have charge of the water supply for said city, authorizing the formation of such cor- poration for the purpose of supplying such city, village or town with water, and an affidavit of at least three of the directors that the amount of capital stock herein required has been subscribed and paid in cash. (Thus amended by L. 1892, ch. 617.) For form of certificate of incorporation, see post, form No. 90. See comments under “ Incorporators,” “Corporate Name,” “ Objects,” “Capital Stock,” “Shares of Stock,” “ Directors,” ‘“ Additional Powers,” “Liability of Stockholders,” “Filing and Recording” and “ Fees,” on pages 179, 180, all of which are applicable to corporations under this article. An incorporated village, by availing itself of the permissive power con- ferred by the general acts to construct water-works, does not thereby sus- tain such an implied contractual relation to the public with respect to the construction of such public work, as to be responsible for reasonable care and diligence in respect to its maintenance. (Springfield Fire & Marine Ins. Co. v. Village of Keeseville, 148 N. Y., 46; revsg. 80 Hun, 162.) When a municipality takes steps to create water-works of its ow2, and, without making any compensation therefor, damages the water- works system of a private corporation or of an individual, an action for Warter-works CorPoraTIons. 207 The Transportation Corporations Law, § 81. damages is maintainable against such municipality. (Boyer v. Village of Little Falls, 5 App Div., 1.) Failure to maintain water-works system in proper condition does not afford a cause of action against a village. (Springfield Fire & M. Ins. Co. vy. Keeseville, 6 Mise. R., 233.) See 66 Hun, 619, aff’d 142 N. Y., 626. § 81. Must supply water ; contracts with municipalities— Every such corporation shall supply the authorities or any of the inhabitants of any city, town or village through which the con- duite or mains of such corporation may pass, or wherein such cor- porations may have organized, with pure and wholesome water at reasonable rates and cost, and the board of trustees of any incorporated village and the water commissioners or other board or officials performing the duties of water commissioners, and hav- ing charge of the water supplies of any city of this state, shall have the power to contract in the name and behalf of the municipal cor- poration of which they are officers, for the term of one year or more for the delivery by such company to the village or city, of water through hydrants or otherwise, for the extinguishment of fires and for sanitary and other public purposes; and the amount of such con- tract agreed to be paid shall be annually raised as a part of the expenses of such village or city, and shall be levied, assessed and collected in the same manner as other expenses of the village or city are raised, and when collected shall be kept separate from other funds of the village or city, and be paid over to such corpo- ration by such trustees or city officials, according to the terms and conditions of any such contract; and any such contract entered into by the board of trustees of any village, or by water commissioners or other board performing the duties of water commissioners and having charge of the water supply of any city, shall be valid and binding upon such village or city, but no such contract shall be made for a longer period than ten years nor for a sum exceeding in the aggregate, two and one-half mills for every dollar of the taxable property of such village or city, per annum, except upon a petition of a majority of the taxable inhabitants of any such village or city, or portion thereof, which it is proposed to supply with pure and wholesome water, unless a resolution authorizing the same has been submitted to a vote of the electors of the village or city, in the manner provided by the village law or city charter, and approved by a majority of the voters entitled to vote and voting on such question at any annual election or special election duly called; and any board of trustees or board of water commissioners or other city officials, when so authorized, may make such contract for a 208 WateR-works CoRPORATIONS. The Transportation Corporations Law, § 82. term not exceeding thirty years, and the amount of such contract shall be paid in semi-annual installments. The town board of any town may establish a water supply district in such town outside of a city or incorporated village therein, by filing a certificate describing the bonds thereof, in the office of the town clerk; and may contract in the name of the town for the delivery, by a cor- poration, subject to the provisions of this article, of a supply of water for fire, sanitary or other public purposes, to such districts, and the whole town shall be bound by such contract, but the rental or expense thereof shall annually, in the same manner as other expenses of the town are raised, be assessed, levied upon and col- lected only from the taxable property within such water supply district. Such money, when collected, shall be kept as a separate fund and be paid over to such corporation by the supervisor of the town, according to the terms and conditions of any such contract. No such contract shall be made for a longer period than five years, nor for an annual expense exceeding three mills upon each dollar of the taxable property within such water supply district. (Thus amended by L. 1892, ch. 617; L. 1893, ch. 549; L. 1894, ch. 280; L. 1896, ch. 678.) The right of a mill owner to use the waters of a stream as a propelling power is an incorporeal hereditament connected with the land and may be acquired by a water-works company. (Stamford Water Co. v. Stanley, 39 Hun, 424.) A water company derives no exclusive right from the permit of the town authorities to lay and maintain water pipes and hydrants and to supply the town and its inhabitants with water. (Syracuse Water Co. vy. Syracuse, 116 N. Y., 167; Matter of Brooklyn, etc., 73 Hun, 499, and cases therein cited.) § 82. Powers.—Every such corporation shall have the fol- lowing additional powers: 1. To lay and maintain their pipes and hydrants for delivering and distributing water in any street, highway or public place of any city, town or village in which it has obtained the permit required by section eighty of this article. 2. To lay their water pipes in any streets or avenues or public places of an adjoining city, town or village, to the city, town or village where such permit has been obtained. 3. To cause such examination and surveys for its proposed water-works to be made as may be necessary to determine the proper location thereof, and for such purpose by its officers, agents or ser- vants to enter upon any lands or waters in the city, town or village Water-works Corporations. 209 The Transportation Corporations Law, 8§ 83, 84, 85. where organized, or in any adjoining city, town or village for the purpose of making such examinations or surveys, subject to lia- bility for all damages done. (Thus amended by .L. 1892, ch. 617.) § 83. Survey and map.—Before entering upon, taking or using any land, for the purposes of its incorporation such corpora- tion shall cause a survey and map to be made of the lands intended to be taken or entered upon, by and on which the land of each owner or occupant shall be designated, which map shall be signed by the president and secretary, and filed in office of the county clerk of the county in which such lands are situated. For provisions as to permission of highway commissioners to lay and maintain water pipes under highways in towns, see post, page 238. § 84. Condemnation of real property.—Any corporation organized under this article, shall have the right to acquire real estate, or any interest therein necessary for the purposes of its incorporation, and the right to lay, relay, repair and maintain con- duits and water pipes with connections and fixtures, in, through or over the lands of others; the right to intercept and divert the flow of waters from the lands of riparian owners, and from persons own- ing or interested in any waters, and the right to prevent the flow of drainage of noxious or impure matters from the lands of others into its reservoirs or sources of supply. If any such corporation, which has made a contract with any city, town or village or with any of the inhabitants thereof for the supply of pure and whole- some water as authorized by section eighty-one of this article, shall be unable to agree upon the terms of purchase of any such property or rights, it may acquire the same by condemnation. But no such corporation shall have power to take or use water from any of the canals of this state, or any canal reservoirs as feeders, or any streams which have been taken by the state for the purpose of supplying the canals with water. (Thus amended by L. 1892, ch. 617; L. 1894, ch. 230.) For provisions as to acquisition of property by condemnation, see the condemnation law, post. § 85. Corporation may contract with other cities, towns or villages; amended certificate ——When any such corporation has entered into a contract with the authorities of any city, town or village not mentioned in its certificate of incorporation, but sit- uated in the same county as the city, towns or villages mentioned 14 210 TELEGRAPH AND TELEPHONE CoRPORATIONS. The Transportation Corporations Law, § 100. therein or an adjoining county, to supply it with pure and whole some water, it may file an amended certificate, stating the name of such other city, town or village to be so supplied with water, and it may thereupon supply any such city, town or village with water in the same manner and with the same rights and subject to the same requirements as if it had been named in the original certificate of incorporation. (Thus amended by L. 1892, ch. 617.) For explanation of interval in numbering between section 85, supra, and section 100, infra, see page 99. ARTICLE VIII. TELEGRAPH AND TELEPHONE CORPORATIONS. SEcTion 100. Incorporation. 101. Extension of lines. 102. Construction of lines. 108. Transmission of dispatches. 104. Consolidation of corporations. 105. Special policemen. Sxction 100. Incorporation.—Seven or more persons may become a corporation for the purpose of constructing, owning, using and maintaining a line or lines of electric telegraph or tele- phone, wholly within or partly beyond the limits of this state, or for the purpose of owning any interest in any such line or lines, or any grants therefor by executing, acknowledging and filing a certificate, stating the name of the corporation; its general route and the points to be connected; its capital stock; the number of shares into which it is to be divided; the term of its existence; the number of its directors not less than seven; the names and resi- dence of the directors for the first year, and the post-office address of the subscribers and the number of shares which each agrees to take in such corporation. For form of certificate of incorporation, see post, form No. 91. See comments under “Incorporators,” ‘Corporate Name,” “ Objects,” “ Capital Stock,” “Shares of Stock,” “ Directors,” “ Additional Powers,” “Liability of Stockholders,” “Filing and Recording” and “Fees,” on pages 179, 180, all of which are applicable to corporations under this article. No maximum limit, within which the term of existence is to be fixed, has been prescribed in the foregoing section. TELEGRAPH AND TELEPHONE CoRPORATIONS. 211 The Transportation Corporations Law, § 100. A telephone company, invested with the power of eminent domain, and authorized by law to erect poles and string wires through the streets, removed its poles and wires from a street to the adjoining sidewalk to comply with a city ordinance. In so doing trees were necessarily trimmed by servants of the company, but under the direction of a city officer. Held, that the company was not liable in an action for trespass brought by the owner of the trees, as the act was done under lawful authority. (Southern Bell Telephone & Telegraph Co. v. Constantine, 61 Fed Rep., 61.) Where a telephone and telegraph company had the right to remove the wires of another company from certain fixtures, by thereafter carry- ing those wires away, it made itself liable for their conversion. (Hlectric Power Co. v. Met. Telephone & Telegraph Co., 75 Hun, 68.) The United States statutes authorizing the construction and mainte- nance by telegraph companies of their lines over and along any of its military or post-roads, and making all letter carrier routes in cities post- roads (U. S. Rev. St., sections 3964-5268, 5668, act passed March 1, 1884), confer no rights upon such corporations which can divest the State of control over its public highways, or to interfere with their use as such. (Am. Rapid Tel Co. v. Hess, 125 N. Y., 641.) The term “ public roads,” as used in the laws of this State, permitting telegraph companies to erect fixtures upon them, does not include the roadway of a railroad company. (N. Y. City & North. R. R. Co. v. Cen- tral Union Tel. Co., 21 Hun, 261.) As to the statute of this State requiring wires in large cities to be underground and the effect of the United States statutes authorizing tele- graph companies to use post-roads, see West. U. Tel. Co. v. New York, 38 Fed. Rep., 552. As to the liability of a telegraph company for delay in delivery of mes- sage, see Pearsall v. West. U. Tel. Co., 124 N. Y., 256; Kiley v. Same, 109 N. Y., 231; Riley v. Same, 8 Misc. R., 217; see, also, Riley v. Same, 6 Misc. R., 221, and cases therein cited. In an action by a telephone company to restrain a street railroad com- pany from operating its road by the single trolley system of electric pro- pulsion, it was held, that as the railroad company was occupying the streets in such manner as to expedite public travel and promote the public use to which they were originally devoted, the telephone company’s fran- chise was of a subordinate character and it could not complain that the single trolley system interfered with the operation of its lines. (Hudson River Tel. Co. v. Watervliet Turnpike & Ry. Co., 185 N. Y., 393, revers’g 61 Hun, 140, and dist’g Story v. N. Y. & B. R. R. Co., 90 N. Y., 122; Labr v. M. T. R. R. Co., 104 N. Y., 268, and People ex rel v. Newton, 112 N. Y., 396; see, also, Hudson River Tel. Co. v. Watervliet T. & Ry. Co., 121 N. Y., 397.) When the statute, under which a corporation is organized, does not fix its residence or require the location of its place of business or prin- cipal office to be stated in its certificate of incorporation, a statement in such certificate of a place at which its principal office shall be located is binding neither upon the corporation nor the taxing officers for the purpose of fixing the place where the corporation shall be assessed for personal taxation, but its residence is deemed to be where its principal 212 TELEGRAPH AND TELEPHONE CoRPORATIONS. The Transportation Corporations Law, §§ 101, 102. place of business is actually situated. (Austen v. Westchester Telephone Co., 8 Misc. R., 11; Same v. Hudson R. T. Co., 73 Hun, 96.) A telephone company may change its principal office or place of busi- ness from the place at which it was first established to any place within the State where it is actually engaged in carrying on its business pur- suant to authority conferred by its certificate of incorporation. (Austen vy. Hudson R. T. Co., 73 Hun, 96, and cases therein cited.) § 101. Extension of lines.—Any such corporation may con- struct, own, use and maintain any line of electric telegraph or tele- phone, not described in its original certificate of incorporation, whether wholly within or wholly or partly beyond the limits of this state, and may join with any other corporation in constructing, leasing, owning, using and maintaining such line, or hold or own any interest therein, or become lessees thereof, upon filing in the same manner as the original certificate is required to be filed an amended certificate, executed and acknowledged by at least two- thirds of the directors of such corporation, describing the general route of such line or lines, and designating the extreme points con- nected thereby, and upon procuring the written consent of the per- sons owning at least two-thirds of the capital stock of such corpora- tion, and such amended certificate shall not be filed until there is indorsed thereon or annexed thereto an affidavit made by at least three of the directors of the corporation that such consent has been obtained, which affidavit shall be filed with and be a part of such certificate. For form of certificate of extension, see post, form No. 92. § 102. Construction of lines.—Such corporation may erect, construct and maintain the necessary fixtures for its lines upon, over or under any of the public roads, streets and highways; and through, across or under any of the waters within the limits of this state, and upon, through or over any other land, subject to the right of the owners thereof to full compensatior for the same. If any such corporation can not agree with such owner or owners upon the compensation to be paid therefor, such compensation shall be ascer- tained in the manner provided in the condemnation law. As to provisions for acquisition of property by condemnation proceed- ings, see the condemnation law, post. The State can neither itself appropriate to its own special use, nor can it authorize a corporation to so appropriate, any portion of a rural public highway, by setting up telegraph or telephone poles therein, and the ques- tion as to the legality of such a use is not affected by the fact that the Legislature by statutory enactments has manifested its belief in the exist- ence of such a right, or by the fact that adjoining owners have generally TELEGRAPH AND TKLEPSONE CoRPORATIONS. 2138 The Transportation Corporations Law, §§ 103, 104. acquiesced in such a use; therefore, where a telegraph and telephone com- pany, organized under the laws of this State, had, without the consent of an adjoining owner, who owned the fee of a highway, and without having acquired the right by condemnation proceedings, erected its poles in the highway and strung wires thereon for the purposes of its business; held, that such a use of the highway was unlawful, and that an action of eject- ment was maintainable. (Eels v. American Telephone & Telegraph Co., 143 N. Y., 183; aff’g 65 Hun, 516.) § 103. Transmission of despatches.—Every such corporation shall receive despatches from and for other telegraph or telephone lines or corporations, and from and for any individual, and on pay- ment of the usual charges by individuals for transmitting despatches as established by the rules and regulations of such corporation, transmit the same with impartiality and good faith and in the order in which they are received, and if it neglects or refuses so to do, it shall pay one hundred dollars for every such refusal or neglect to the person or persons sending or desiring to send any such despatch and entitled to have the same so transmitted, but arrange- ments may be made with the proprietors or publishers of news- papers for the transmission for publication of intelligence of gen- eral and public interest out of its regular order. When the manager of a telegraph office sends a dispatch to a person, telling the messenger to wait for an answer, and the answer is received by such messenger but remains in his pocket until accidentally discovered the next day, the telegraph company is liable for the omission of the messenger; notwithstanding that the company’s blank provides that when a message is sent to its office by one of its messengers, the latter should be deemed the agent of the sender. (Will v. Postal Teleg. Cable Co., 3 App. Div., 22.) A stipulation in a telegraph company’s blank does not limit its liability when its negligence is gross or its conduct willful. (Dixon v. Western Union Teleg. Co., 3 App. Div., 60.) § 104. Consolidation of corporations.—Any corporation organized under this article may lease, sell or convey its property, rights, privileges and franchises, or any interest therein, or any part thereof to any telegraph or telephone corporation organized under or created by the laws of this or any other state, and may acquire by purchase, lease or conveyance the property rights, privi- leges and franchises, or any interest therein or part thereof of any such corporation, and may make payments therefor in its own stock, money or property, or receive payment therefor in the stock, money or property of the corporation to which the same may be so sold, leased or conveyed, but no such lease, sale, purchase or conveyance shall be valid until it shall have been ratified and approved by a 914 TELEGRAPH AND TELEPHONE CoRPORATIONS. The Transportation Corporations Law, § 105. three-fifths vote of its board of directors or trustees, and by the vote or written consent of stockholders owning at least three-fifths of the capital stock given at a meeting of all the stockholders duly called for that purpose. § 105. Special policemen.—The police department or board of police of any city may, in addition to the police force now authorized by law, appoint a number of persons, not exceeding two hundred, who may be designated by any corporation operating a system of signaling by telegraph to a central office for police assist- ance, to act as special patrolmen in connection with such telegraphic system. And the person so appointed shall, in and about such ser- vice, have all the powers possessed by the members of the regular force, except as may be limited by and subject to the supervision and control of the police department or board of police of such city. No person shall be appointed such special policeman who does not possess the qualifications required by such police department or board of police for such special service; and persons so appointed shall be subject, in case of emergency, to do duty as part of the regular police force of the city. The police department or board of police shall have power to revoke any such appointment at any time, and every person appointed shall wear a badge and uniform, to be furnished by such corporation and approved by the police department or board of police, such uniform shall be designated at the time of the first appointment and shall be the permanent uni- form to be worn by such special police, and the pay of such special patrolmen and all expenses connected with their service shall be wholly paid by such corporation, and no expense or liability shall at any time be incurred or paid by the police department or board of police of any city, for or by reason of the services of such persons so appointed. For explanation of interval in numbering between section 105, supra, and section 120. infra, see page 99. Tournrrke, PranK-roap anp Brinar Corporations. 215 The Transportation Corporations Law, § 120. ARTICLE Ix. TURNPIKE, PLANK-RoaD AND Bringer Corporarrons. Section 120. Incorporation. 121. Restriction upon location of road. 122. Agreement for use of highway. 128. Application to board of supervisors. 124. Commissioners to lay out road. 125. Possession of and title to real estate. 126. Use of turnpike road by plank-road. 127. Width and construction of road. 128. Construction of bridges; obstruction of rafts prohibited. 129. Certificate of completion of road or bridge. 130. Toll-gates and rates of toll, and exemptions. 131. Toll gatherers. 132. Penalty for running a gate. 133. Location of gates and change thereof. 134. Inspectors, their powers and duties. 135. Change of route, extensions and branches. 136. Mile stones, guide-posts and hoist-gates. 137. Location of office of corporation. 138. Consolidation of corporations, sale of franchise. 139. Surrender of road. 140. Taxation and exemption. 141. Hauling logs and timber. 142. Encroachment of fences. 143. Penalty for fast driving over bridges. 144. Acts of directors prohibited. 145. Actions for penalties. 146. Proof of incorporation. 147. When stockholders to be directors. , 148. Dissolution of corporation, road to be a highway. 149. Town must pay for lands not originally a highway. 150. Highway labor upon line of plank-road or turnpike. 151. Extension of corporate existence. Section 120. Incorporation.—Five or more persons may become a corporation for the purpose of constructing, maintaining and owning a turnpike, plank-road or a bridge, or causeway across any stream or channel of water, or adjoining bay, swamp, marsh, or water to form in connection with such bridge or causeway a continuous roadway across the same, by signing, acknowledging and filing a certificate containing the name of the corporation, its duration, not exceeding fifty years, the amount and number of shares of its capital stock, the number of its directors, and their names and post-office address for the first year, the termini of the proposed road, its length, and each town, city or village into or through which it is to pass, or of a bridge, the location and plan 216 TURNPIKE, PLANK-ROAD AND BripgE Corporations. The Transportation Corporations Law, §§ 121, 122. thereof, and the post-office address of each subscriber, and the num- ber of shares of stock which he agrees to take, the aggregate of which subscriptions shall not be less than five hundred dollars for every mile of road, or if a bridge corporation not less than one- fourth of the amount of the capital stock, and five per cent of which must be actually paid in cash. There shall be indorsed on and annexed to the certificate and made a part thereof the affidavit of at least three of the directors named therein, that the required amount of capital stock has been subscribed and the prescribed percentage, paid in cash. For forms of certificates of incorporation, see post, forms Nos. 93 and 94. See the comments under “Incorporators,” “Corporate Name,” “Objects,” “Capital Stock,” “Shares of Stock,’ ‘“ Directors,” “ Additional Powers,” “Liability of Stockholders,’ “ Filing and Recording” and “ Fees,” on pages 179, 180, all of which are applicable to corporations under this article. It should be noted, however, that there is neither a maximum nor a minimum limit as to directors in the foregoing section. For provisions regulating extension of corporate existence, see page 231, The power is extended to certain corporations maintaining bridges to operate a railway thereon. See post, page 239. As to the right of a corporation to maintain toll gates under the fran- chise of another company after expiration of its own charter, see People vy. De Grauw, 133 N. Y., 254, and cases therein cited. § 121. Restrictions upon location of road.—No such road shall be laid out through any orchard of the growth of four years or more to the injury or destruction of fruit trees, or through any garden cultivated for four years or more before the laying out of the road, or through any dwelling-house or building connected therewith, or any yards or inclosures necessary for its use or enjoy- ment without the consent of the owner thereof, nor shall any such corporation bridge any stream in any manner that will prevent or endanger the passage of any raft of twenty-five feet in width, or where the same is navigable by vessels or steamboats. § 122. Agreement for use of highways.—The supervisor and commissioner of highways, or a majority if there be more than one of any town, may agree in writing with any such corporation for the use of any part of a public highway therein required for the construction of any such road, and the compensation to be paid by the corporation for taking and using such highway for such purpose on first obtaining consent of at least two-thirds of all the owners of land bounded on or along such highway, which agree- ment shall be filed and recorded in the town clerk’s office of the Turnpike, PLank-Roap AND Bringer Corporations. 217 The Transportation Corporations Law, § 123. town. If such agreement can not be made the corporation may acquire the right to take such highway for such purpose by con- demnation. The compensation therefor shall be paid to the com- missioners of highways, to be expended by them in improving the highways of the town. § 123. Application to board of supervisors.—If the lands necessary for the construction of the road or bridge of any such corporation in any county have not been procured by gift or pur- chase, and the right to take and use any part of any highway therein required by such corporation shall not have been procured by agree- ment with the supervisor and commissioners of highways of the town in which such highway is situated, the corporation may make application to the board of supervisors of each county in which such bridge or road, or any part thereof, is to be located, for authority to build, lay out and construct the same, and take the necessary real estate for such purpose. Notice of the application shall be published in at least one public newspaper in each county for six successive weeks, specifying the time and place where it will be made, the location, length and breadth of any such bridge, and the length and route of any such proposed road, its character, and each town, city and village in or through which it is to be constructed. The application may be made at any annual or special meeting of the board, and if the corporation desires a special meeting therefor any three members of the board may fix a time when the same shall be held, and notice thereof shall be served upon each of the other supervisors by delivering the same to him personally or leaving it at his place of residence at least twenty days before the minutes,* and the expenses of the special meeting and of notifying the mem- bers of the board thereof shall be paid by the corporation. All per- sons interested therein or owning real estate in any of the towns through which it is proposed to construct the road may appear and be heard upon the hearing of the application. The board may take testimony in respect thereto, or authorize it to be taken by a com- mittee of the board and may adjourn the hearing from time to time. After hearing the application the board may, by an order entered in its minutes, authorize the corporation to construct such bridge or road and to take the real estate necessary for that purpose, and a copy of the order certified by the clerk of the board shall be recorded by the corporation in the office of the clerk of the county * So in the original. 218 TurRNPIKE, PLANK-ROAD AND Brip@E CorPorATions. The Transportation Corporations Law, §§ 124, 125, 126, in which such bridge or road or any part thereof is to be located before any act shall be done under it. § 124. Commissioners to lay out road.—lIf the application for the construction of any such road is granted, the board shall appoint three disinterested persons, not owners of real estate in any town, through which the road is to be constructed or in any adjoin- ing town, commissioners to lay out the road. They shall take the constitutional oath of office, and without unnecessary delay lay out the route of such road in such manner as in their opinion will best promote the public interests; they shall hear all persons interested who shall apply to be heard and may take testimony in relation thereto, and shall cause an accurate survey and description of the road and the necessary buildings and gates, signed and acknowl- edged by them to be recorded in the clerk’s office of the county. If the road is situated in more than one county, such survey and description shall be separate as to that portion in each county and filed in the office of the clerk of the county in* which it relates. The corporation shall pay each commissioner three dollars for every day spent by him in the performance of his duties and his neces- sary expenses. § 125. Possession of and title to real estate.—The route so laid out and surveyed by the commissioners shall be the route of the road, and the corporation may enter upon, take and hold for the purposes of its incorporation, the lands described in such survey as necessary for the construction of its road, and requisite buildings and gates. If for any cause the owner of any such lands shall be incapable of selling the same or his name or residence can not, with reasonable diligence be ascertained or the corporation is unable to agree with the owner for the purchase thereof, it may acquire title thereto by condemnation. For provisions as to acquisition of property by condemnation proceed- ings, see the condemnation law, post. § 126. Use of turnpike road by plank-road.—No plank- road shall be made on the roadway of any turnpike corporation without its consent, except for the purpose of crossing the same. Any plank-road corporation may contract with any connecting turnpike corporation for the purchase of its roadway or a part thereof, or of its stock, on such terms as may be mutually agreed upon, and such stock, if purchased, shall be held by the plank-road corporation for the benefit of its stockholders in proportion to the * So in the original. Turnpike, PLank-RoaD anD Bripge Corporations. 219 The Transportation Corporations Law, § 127. amount of stock held by each, and a transfer of stock in the plank- road corporation shall carry with it its proportional amount of the turnpike stock, and entitle the holder thereof to his share of the dividends derived therefrom. After the purchase of the whole of the stock of any such turnpike corporation by such plank-road cor- poration the directors of the plank-road corporation shall be the directors of the turnpike corporation, and shall manage its affairs and render an account of the same annually to the stockholders of the plank-road corporation. If the plank-road corporation is dis- solved, its stockholders at the time of dissolution shall be the stock- holders of the turnpike corporation in proportion to the amount of stock held by each, and the stock of the turnpike corporation shall thereafter be deemed tc be divided into shares equal in number to the shares of stock of the late plank-road corporation, and scrip therefor shall be issued accordingly to each of the last stockholders of the plank-road corporation, and the officers of the turnpike cor- poration shall be the same in number as provided for in its charter or certificate of incorporation, and shall be chosen by such former stockholders of the plank-road corporation or their assigns. A cor- poration owning a turnpike road on or adjoining which a plank- road shal] have been constructed may abandon that portion of its road on or adjoining the route of which a plank-road is actually constructed and used. § 127. Width and construction of road.—Every such plank- road shail be so constructed as to make, secure and maintain a smooth and permanent road, the track of which shall be made of timber, plank or other hard material forming a hard and even sur- face, and every such turnpike road shall be bedded with stone, gravel or such other material as may be found on the line thereof, and faced with broken stone or gravel, forming a hard and even surface with good and sufficient ditches on each side wherever practicable, and ali such roads shall be laid out at least four rods wide and the arch or bed at least eighteen feet wide, and shall be so constructed as to permit carriages and other vehicles conveniently to pass each other, and to pass on and off such road where inter- sected with other roads. Any corporation which shall have once laid its road with plank may relay the same, or any part thereof, with broken stone, gravel, shells or other hard materials, forming a good and substantial road. Any plank-road or turnpike corpora- tion may lay iron rails on its road suitable for the use of wagons and vehicles drawn by horses or animals over its road, but no other motive power shall be used thereon. 220 TurNPIKE, PLANK-ROAD AND BripGE CorPoRATIONs. The Transportation Corporations Law, §§ 128, 129, 130. § 128. Construction of bridges; obstruction of rafts prohibited.—Every bridge constructed by any such corporation shall be built with a good and substantial railing or siding at least four and one-half feet high, and over any stream navigable by rafts the corporation shall keep the channel of the stream above and below the bridge free and clear from all deposits, formed or occa- sioned by the erection of the bridge, which shall in any wise obstruct the navigation thereof, and shall be liable to all persons unreason- ably or unnecessarily delayed or hindered in passing the same for all damages sustained thereby. Nothing in this act shal! be con- strued to authorize the bridging of any river or water-course where the tide ebbs and flows, or any waters over which the federal authorities have any control, unless the consent of such federal authorities be first obtained; nor the construction of any bridge within the limits prescribed by any existing law for the erection or maintenance of any other bridge. (Thus amended by L. 1895, ch. 722; L. 1896, ch. 778.) § 129. Certificate of completion of road or bridge.—When any such corporation shall have completed its bridge or road or any five consecutive miles thereof, it may apply to the commissioners of highways of each town in which the completed road or bridge is situated to inspect the same, and if a majority of the commissioners are satisfied that the road or bridge is made and completed as required by law and in a manner safe and convenient for the public use, they shall make a certificate to that effect, which shall be filed in the office of the county clerk. Each commissioner shall be paid by the corporation two dollars per day for his services and necessary expenses. For provisions in relation to unsafe toll-bridges, see post, page 238. § 130. Gates, rates of toll; and exemption.—Upon filing such certificate such corporation may erect a toll-gate at such bridge or one or more toll-gates upon the road so inspected, and may demand and receive the following rates of toll, a printed list of which shall be conspicuously posted at or over each gate: Ifa bridge corporation, such sum as shall be from time to time pre- scribed by the board of supervisors of the county or counties in which the bridge is located. If a turnpike or plank-road, for every vehicle drawn by one animal, one cent per mile, and one cent per mile for each additional animal; for every vehicle used chiefly for carrying passengers, three cents per mile, and one cent per mile for each additional animal; for every horse rode, led or driven, three- TURNPIKE, PLANK-ROAD AND BripgE Corporations. 221 The Transportation Corporations Law, § 131. quarters of a cent per mile; for every score of sheep or swine, one and one-half cents per mile, and for every score of neat cattle, two cents per mile. When diverging roads strike any plank-road or turnpike at or near any toll-gate, the board of supervisors of the county may direct that the toll charge shall commence from the point of such divergence, and only for the distance traveled on such turnpike or plank-road, but fractions of cents may be made units of cents in favor of the plank-road or turnpike corporation. The corporation may from time to time commute, but not for a longer period than one year at any one time, with any person whose place of abode shall adjoin or be near to the road for the toll pay- able at the nearest gate on each side thereof, and the commutation may be renewed from year to year. No tolls shall be charged or collected at any gate, from any person going to or from public wor- ship, a funeral, school, town meeting or election at which he is a voter to cast his vote, a military parade which he is required by law to attend, any court which he shall be required to attend as a juror or witness, nor when going to or from his required work upon any public highway, nor when transporting troops in the actual service of the United States; and no toll from persons living within one-half mile of the gate by the most usual traveled road when not engaged in the transportation of other persons or property except that persons living within one mile of the gate, by the most usually traveled road, in an incorporated village of over six thousand inhabi- tants, when not engaged in the transportation of the persons or property shall be exempt from the payment of toll. (Thus amended by L. 1893, ch. 538.) The exemptions contained in the foregoing section apply only to toll- gates upon roads organized under the general law, and will not apply to a company incorporated by a special act, in which other and less liberal exemptions were provided for. (Aurora & Buffalo Plank Road Co. v. Schrot, 90 Hun, 56.) Where a person claims exemption from the payment of toll upon a plank-road under this section, he must establish not only the fact that he “lived within one mile of the gate by the most usually traveled road,” but, also, that at the time when toll was exacted of him he was “not engaged in the transportation of other persons or property.” (Conly v. Clay, 90 Hun, 20.) § 131. Toll gatherers.—Every such corporation may appoint toll gatherers to collect toll at each gate, who may detain and pre- vent from passing through the gate, any person riding, leading or driving animals or vehicles, subject to the payment of toll, until the toll is paid, but if he shall unreasonably hinder or delay any 222 TURNPIKE, PLANK-RoAD AND BripgE Corporations. The Transportation Corporations Law, §§ 132, 133. traveler or passenger liable to the payment of toll, cr shall demand or receive from any person more toll than he is authorized by law to collect, he shall forfeit to such person the sum of five dollars for every offense, and the corporation employing him shall be liable for the payment thereof, and for any damages sustained by any person for acts done or omitted to be done by him in his capacity of toll gatherer, if, on recovery of judgment against the toll gatherer therefor, execution thereon shall be returned nulla bona. § 132. Penalty for running a gate.—Any person who, with intent to avoid the payment of toll, shall pass any gate, without paying the toll required by law, or shall, with his team, carriage or horse, turn out of a turnpike or plank-road and pass any gate thereon on ground adjacent thereto, shall forfeit for each offense the sum of ten dollars to the corporation injured. § 138. Location of gates and change thereof.—No such corporation shall erect any toll-gate, house, or other building within ten rods of the front of any dwelling house, barn or other out-house, without the written consent of the owner, and the county judge of the county in which the same is located shall, on application, order any building so erected to be removed, and if a majority of the commissioners of highways of any town, in which a toll-gate shall be located, or in an adjoining town, shall deem the location of any gate unjust to the public interests by reason of the proximity of diverging roads or otherwise, they may, on fifteen days’ written notice to the president or secretary of the corporation, apply to the county court of the county in which the gate is located, for an order to alter or change its location. On hearing such application, and viewing the premises, if deemed necessary, the court may make such order in the matter as may be just and proper. Either party may, within fifteen days thereafter, appeal to the general term of the supreme court from such order, on giving such security as the county judge, making the order, may prescribe. Upon such appeal the supreme court, on motion of either party and on due notice, shall appoint three disinterested persons who are not residents of any town through or into which such road shall run, or to or from which it is the principal thoroughfare, or any adjoining town, as referees to hear, try and determine the appeal. Such referees shall view the premises and the location of the gate, and hear the parties in the same manner as on the trial of an issue of fact by a referee in a civil action in the supreme court, and report their decision thereon and the reasons therefor, and the evidence taken thereon Turnpike, PLanx-roapD AnD Bringer Corporations. 223 The Transportation Corporations Law, § 134. to the supreme court, and such court shall review the report and render judgment thereon as justice and equity shall require, which shall be final and conclusive. The referees shall be entitled to the same fees as referees in civil actions in the supreme court, to be paid in the first instance by the party in whose favor their report or decision shall be, and the supreme court shall award judgment therefor, with such costs and expenses as it may deem reasonable, to the successful party on the appeal, which judgment shall be entered with the order affirming or reversing the order appealed from, and may be enforced by execution as a judgment of a court of record. If the order of the county court is not appealed from, it may be enforced, as the court may direct, and the court may allow such costs as may be deemed just and equitable. § 1384. Inspectors; their powers and duties.—The com- missioners of highways of the several towns and the trustees or other officers in the incorporated cities and villages of the state, who perform the duties of commissioners of highways in such cities and villages, shall be inspectors of plank-roads and turnpikes, in their respective towns, cities and villages. They shall personally inspect the whole of such turnpike or plank-road as lies in their respective towns, villages or cities, at least once in each month, and upon written complaint to them, or any of them, that any part of such road is out of repair they shall, without delay, view and examine the part complained of, and if it shall be found to be out of repair, or in condition not to be conveniently used by the public, they shall give written notice to the toll gatherer or person attend- ing the gate nearest the place out of repair or in bad condition to cause the same to be put in good condition within forty-eight hours from the service of the notice, and in default thereof they shall order the toll-gates upon such road to be immediately thrown open until the road shall be fully repaired to the satisfaction of the inspector. The fees of the inspectors for such services shall be two dollars for each day actually employed, to be paid by the corpora- tion or person whose road is so inspected, if they order the gates to be thrown open, but otherwise to be charged, audited and paid in the same manner as other fees of commissioners of highways. Any party aggrieved by the order of the inspectors may appeal there- from to the county court of the county in which that part of the order* is situated within twenty days after service of the order by serving a notice of appeal upon one of the inspectors, and filing a * So in the original. 224 TURNPIKE, PLANK-ROAD AND Briper CorPoRaTIONS. The Transportation Corporations Law, §§ 135, 136. copy thereof in the county clerk’s office, and the appeal may be brought on for hearing upon a notice of not less than five days, and the county court shall always be open to hear the same, and upon hearing the proofs and allegations of the parties the court may affirm, reserve or modify the order. If the order requires the gates to be thrown open, they shall remain open. during the pen- dency of the appeal. Any inspector who shall neglect to perform his duties as such inspector shall forfeit the sum of twenty-five dol- lars for each offense. Every keeper of a gate ordered to be thrown open not immediately obeying such order, or not keeping such gate open until a certificate permitting it to be closed shall be granted, or hindering or delaying any person in passing, or taking any tolls from any person passing such gate during the time it ought to be open, shall forfeit to the party aggrieved the sum of ten dollars for each offense, and the corporation owning the road, who shall refuse or neglect to obey the requirements of any such notice or order, shall forfeit to the people of the state the sum of two hundred dol- lars for each offense. § 135. Change of route ; extension of branches.— Any such corporation may, with the written consent of the owners of two- thirds of its capital stock and of a majority of the commissioners of highways of the town or towns, in which any change or extension is proposed to be made, construct branches to its main line or extend the same, or change the route of its road or any part thereof, and acquire the right of way for the same in the same manner as for the original or main line, and may, by any of its officers, agents or servants, enter upon lands for the purpose of making an examina- tion, survey or map, doing no unnecessary damage; but before enter- ing upon, taking or using such lands, the corporation shall make a survey and map thereof, designating thereon the lands of each owner or occupant intended to be taken or used, which shall be signed and acknowledged by the engineer making the same and the president of the corporation and filed in the office of the clerk of the county in which.the land is situated: § 136. Mile stones, guide posts and hoist-gates.—A mile stone or post shall be erected and maintained by every such cor- poration on each mile of its road, on which shall be fairly and legibly marked or inscribed the distance of such stone or post from the place of commencement of the road, and when the road shall commence at the end of any other road having mile-stones or posts on which the distance from any city or town is marked, a con- Turnpike, PLANK-RoAD AND Brince Corporations. 225 The Transportation Corporations Law, §§ 187, 138. tinuation of that distance shall in like manner be inscribed. A guide-post shall also be erected at the intersection of every public road leading into or from every turnpike or plank-road, on which shall be inscribed the name of the place to which such intersecting road leads in the direction to which the name on the guide-post shall point. No plank road or turnpike corporation shall erect or put up any hoist-gate on its road. Any person who shall willfully break, cut down, deface or injure any mile-stone, post or gate on such road, or dig up, or injure any part of the road, or anything belonging thereto, shall forfeit to the corporation twenty-five dol- lars for every offense, in addition to the damages resulting from the act. § 137. Location of office of corporation.— Within two weeks after the formation of any such corporation its directors shall desig- nate some place within a county in which its road or bridge, or some part thereof shall be constructed as its office, and shall give public notice thereof by publishing the same once in each week for three successive weeks in a public newspaper in the county, and shall file a copy of the notice in the office of the county clerk of every county in which any part of the road or bridge is, or is to be constructed, and if the location of such office shall be changed, like notice of the change shall be published and filed, in which shall be specified the time of making the change, before it shall take effect. Every notice, summons or other paper required by law to be served on the corporation may be served by leaving the same at such office with any person having charge thereof, at any time between nine o’clock in the forenoon, and five o’clock in the afternoon of any day except Sunday or a legal holiday. § 138, Consolidation of corporations and sale of fran- chise.—Any two or more of such corporations may consolidate into one corporation on such terms as the persons owning two-thirds of the stock of each corporation may agree upon, and may change the name of the road on filing in the office where the original cer- tificates of incorporation were filed, a certificate containing the names of the roads so consolidated, and the name by which such road shall thereafter be known. Any plank-road or turnpike corpo- ration may, with the consent of the owners of sixty per cent of its stock, sell, and convey the whole or any part of its rights, property and franchises to any other domestic plank-road or turnpike corpo- ration, and such sale and conveyance shall vest the rights, property 15 226 TURNPIKE, PLANK-ROAD AND Bripek CoRPoRATIONS. The Transportation Corporations Law, §§ 139, 140. and franchises thereby transferred in the corporation to which they are conveyed for the term of its corporate existence. § 139. Surrender of road.—The directors of any plank-road or turnpike corporation may abandon the whole or any part of its road at either or both ends thereof, upon obtaining the written consent of the stockholders, owning two-thirds of the stock of the corporation, which surrender shall be by a declaration in writing to that effect, attested by the seal of the corporation and acknowl- edged by the president and secretary. Such declaration and con- sent shall be filed and recorded in the clerk’s office of the county in which any part of the road abandoned shall be situated, and the road so abandoned shall cease to be the road or the property of the corporation, and shall revert and belong to the several towns, cities and villages through which it was constructed, and the corporation shall no longer be liable to maintain it or to be assessed thereon, or permitted to collect tolls for traveling over the same, but. without impairing its right to take toll on the remaining part of its road at the rate prescribed by law. And whenever any turnpike or plank- road company, now existing or hereafter created, shall abandon all or any part of its road within this state, in the manner above pro- vided, or whenever its charter or franchise of such company shall be annulled or revoked, the road of such turnpike or plankroad com- pany shall revert to and belong to the several towns, cities and vil- lages through which such road shall pass. And it shall be the duty of the several towns, cities and villages acquiring any road under this act to immediately lay out and declare the same a free public highway. And it shall be the duty of the several towns, citics and villages, to maintain and work every road acquired under the pro- visions of this act in the same manner as the other roads of such towns, cities and villages are maintained and worked. And any town, city or village may borrow money in the manner provided by law for the purpose of improving or repairing the same. (Thus amended by L. 1896, ch. 964.) The policy of the State is that public roads, constructed by turnpike or other corporations under special charters or general statutes, shall, on dissolution of the companies which constructed them, or their abandon- ment by such companies, become and be thereafter treated as public highways. (People.ex rel. Keene v. Supervisors of Queens Co., 151 N. Y., 190; aff’g 91 Hun, 241.) § 140. Taxation and exemption —So much of any bridge or toll-house of any bridge corporation as may be within any town, city or village, shall be liable to taxation therein as real estate. Toll- Turnpike, PLanx-roap AND Briper Corporations. 227 The Transportation Corporations Law, §§ 141, 142. houses and other fixtures and all property belonging to any plank- road or turnpike corporation shall be exempt from assessment and taxation for any purpose until the surplus annual receipts of tolls on its road over necessary repairs and a suitable reserve fund for repairs or relaying of plank, shall exceed seven per cent per annum on the first cost of the road. If the assessors of any town, village or city and the corporation disagree concerning any exemption claim, the corporation may appeal to the county judge of the county in which such assessment is proposed to be made, who shall, after due notice to both parties, examine the books and vouchers of the corporation, and take such further proof as he shall deem proper, and decide whether such corporation is liable to taxation under this section, and his decision shall be final. § 141. Hauling logs and timber.—Any person who shall draw or haul or cause to be drawn or hauled, any logs, timber or other material upon the bed of any plank or turnpike road, unless the same shall be entirely elevated above the surface of the road on wheels or runners, and the road-bed shall be injured thereby, or who shall do or cause to be done any act by which the road-bed, or any ditch, sluice, culvert or drain appertaining to any turnpike or plank-road shall be injured or obstructed, or shall divert or cause to be diverted, any stream of water so as to injure or endanger any part of such road, shall forfeit to the corporation the sum of five dollars for every offense in addition to the damages resulting from the wrongful act. § 142. Encroachment of fences.—Whenever the president or secretary of any turnpike or plank-road corporation shall notify any inspector of such roads in the county where situated that any person is erecting or has erected any fence or other structure upon any part of the premises lawfully set apart for any such turnpike or plank- road, the inspector shall examine into the facts and order the fence or other structure to be removed if it shall appear to be upon any part of any such road, and any person neglecting or refusing to remove the same within twenty days or such further time not exceeding three months, as may be fixed by the inspector, shall for- feit to the corporation the sum of five dollars for every day, during which the fence or other structure shall remain upon such road, but no such order shall require the removal of any fence, previously erected, between the first day of December and the first day of April. 228 TURNPIKE, PLANK-ROAD AND BripGE CorPoraTIons. The Transportation Corporations Law, §§ 143, 144, 145, 146, 147. § 143. Penalty for fast driving over bridges.— Any plank- road, turnpike or bridge corporation may put up and maintain at conspicuous places at each end of any bridge, owned or maintained by it, the length of whose span is not less than twenty-five feet, a notice with the following words in large characters : “ One dollar fine for riding or driving over this bridge faster than a walk.” Whoever shall ride or drive faster than a walk, over any bridge, upon which such notice shall have been placed, and shall then be, shall forfeit to the corporation the sum of one dollar for every such offense. § 144. Acts of directors prohibited.—No director of any such corporation shall be concerned, directly or indirectly, in any contract for making or working any road belonging to it during the time he shall be a director. No contractor for the making of such road, or any part thereof, shall make a new contract for the performance of his work, or any part of it, other than by hiring hands, teams, carriages or utensils, to be superintended and paid by himself, unless such new contract and its terms be laid before the board of directors and be approved by them. § 145. Actions for penalties.—No action to recover any penalty against any turnpike or plank-road corporation, shall be commenced or maintained against it, or any of its officers or agents, unless commenced within thirty days after the penalty was incurred. § 146. Proof of incorporation.—In any action brought by or against any domestic turnpike or plank-road corporation, which shall have been in actual operation, and in possession of a road upon which it has taken toll for five consecutive years, next preceding the commencement of the action, parol proof of such corporate existence and use shall be sufficient to establish the incorporation of the corporation, for all the purposes of the action, unless the oppos- ing party shall set up a claim in his complaint or answer duly veri- fied of title in himself to the road, or some part thereof stating the nature of his title, and right to the immediate possession and use thereof. § 147. When stockholders to be directors.—When the whole number of stockholders in any turnpike or plank-road corpo- ration shall not exceed the number of the directors specified in the certificate of incorporation, each stockholder shall be a director of such corporation, and the stockholders shall constitute the board of TURNPIKE, PLANK-RoAD AND Brip@e Corporations. 229 The Transportation Corporations Law, § 148. directors, whatever may be their number, and a majority thereof shall be a quorum for the transaction of business. § 148. Dissolution of corporation.—Every turnpike, plank road or bridge corporation may be dissolved by the legislature when, by the income arising from tolls, it shall have been compensated for all moneys expended in purchasing, making, repairing and taking care of its road, and have received in addition thereto an average annual interest at the rate of ten per cent, and on such dissolution all the rights and property of the corporation shall vest in the people of the state. Any such corporation, which shall not within two years from the filing of its certificate of incorporation, have com- menced the construction of its road or bridge and actually expended thereon ten per cent of its capital, or which shall not within five years from such filing have completed its road or bridge, or in case such bridge is destroyed, shall not rebuild the same within five years, or which, for a period of five consecutive years shall have neglected or omitted to exercise its corporate functions shall be deemed dis- solved. Where the corporation has neglected or omitted for five years to exercise its corporate functions, and its road-bed or right of way shall have been used as a public highway for that period, or where any such corporation shall have become dissolved, or where the road or any part of it of a turnpike or plank-road corporation, or the bridge of any bridge corporation, shall have been discontinued, such road-bed or right of way, and such discontinued road or bridge, and the road or bridge of any such dissolved corporation, shall thereafter be a public highway, with the same effect as if laid out by the commissioners of highways of the town, and be subject to the laws relating to highways and the erection, repairing and preserva- tion of bridges thereon. The question whether a forfeiture clause is or is not self-executing, depends wholly upon the language employed by the Legislature. (Matter of New York & Long Island Bridge Co. v. Smith, 148 N. Y., 540.) It requires, however, strong and unmistakable language tv authorize the court to hold that it was the intention of the Legislature to dispense with judicial proceedings on the intervention of the attorney-general. (Id.) Where the words of forfeiture were, “the corporation shall be dissolved,” the default did not work a dissolution ipso facto, but proceedings were necessary to accomplish an actual dissolution. (People v. Buffalo Stone & Cement Co., 131 N. Y., 140.) as amended to the com- mencement of the legislative session of 1898. SECTION Tue Sratutory Construction Law. Short title; extent of application. Property. Real property. Personal property. Person. Judge. Lunacy; idiocy. Gender; number; tense. Heretofore; hereafter; now. Last; preceding; next; following. Folio. Writing; signature. Seal. Oath; affidavit; swear. Acknowledge; acknowledgment. Bond; undertaking. Choose; elect; appoint. Board composed of one person. Meeting; quorum; powers of majority. Service of notice upon board or body. County clerk; register. Village. State. Public holiday; half-holiday. Year. Month. Day; mode of computing days; night-time. Standard time. Civil and criminal codes. Laws of England and of the colony of New York. Limiting the effect of repealing statutes. 648 Snort Tittz; Property, Rear anp Personat. The Statutory Construction Law. Section 32. Effect of repeal and re-enactment. 33. Effect of revision upon laws passed at same session or before revision takes effect. 84. Alterations of title and head notes 35. Laws repealed. 36. Time of taking effect. Short title; extent of application. Section 1. This chapter shall be known as the statutory con- struction law, and is applicable to every statute unless its general object, or the context of the language construed, or other pro- visions of law indicate that a different meaning or application was intended from that required to be given by this chapter. See the note to section 31 of this law. Taking into consideration the language of this section, there is nothing in sections 3 and 4 of this law, defining real and personal property, which require any construction bringing mortgages on leaseholds within the scope of chapter 279, Laws of 1833, an act relative to chattel mortgages. (State Trust Co. v. Casino Co., 18 Misc., 327.) Property. § 2. The term property includes real and personal property. Code Civ. Pro., § 3343, sub. 8. Penal Code, § 718, sub. 9. Real property. § 3. The term real property includes real estate, lands, tene- ments and hereditaments, corporeal and incorporeal. Code Civ. Pro., § 3343, sub. 6. Penal Code, § 718, sub. 14. Personal property. § 4. The term personal property includes chattels, money, things in action, and all written instruments themselves, as dis- tinguished from the rights or interests to which they relate, by which any right, interest, lien or incumbrance in, to or upon prop- erty, or any debt or financial obligation is created, acknowledged, evidenced, transferred, discharged or defeated, wholly or in part, and everything, except real property, which may be the subject of ownership. The term chattels includes goods and chattels. Code Civ. Pro, § 3343, sub. 7. Penal Code, § 718, sub. 15. Estates for years have always been classified as chattel interests, and Properly fall under any definition of personal property. (State Trust Co. v. Casino Co., 18 Misc., 327; Despard v. Churchill, 53 N. Y., 199.) Person; Jupen; Lunacy; Gunner, ere. 649 The Statutory Construction Law. Person. § 5. The term person includes a corporation and a joint stock association. When used to designate a party whose property may be the subject of any offense, the term person also includes the state, or any other state, government or country which may law- fully own property in the state. Penal Code, § 718, sub. 13. R. S., 2499, Part II, ch. 4, tit. 2, § 3. Id., 1101, L. 1857, ch. 5386, § 3. Judge. § 6. The term judge includes every judicial officer authorized, alone or with others, to hold or preside over a court of record. The Code Civ. Pro., § 3343, sub. 3, which has not been repealed, gives the following definition, to wit: The word “ judge,” includes a justice, surrogate, recorder, justice of the peace, or other judicial officer, authorized or required to act, or prohibited from acting, in or with respect to the matter or thing, referred to in the provision wherein that word is used. Lunacy; idiocy. § 7. The terms lunatic and lunacy include every kind of unsoundness of mind except idiocy. Code Civ. Pro., § 3343, sub. 15. Gender; number; tense. § 8. Words of the masculine gender include the feminine and the neuter, and may refer to a corporation, or to a board or other body or assemblage of persons; and, when the sense so indicates, words of the neuter gender may refer to any gender. The term men includes boys and the term women includes girls. Words in the singular number include the plural, and in the plural number include the singular. Words in the present tense include the future. R. S., 124, L. 1828, ch. 20, § 11. Id., 2542, L. 1878, ch. 446, § 27. Penal Code, § 718. subs. 10-12. Code Crim. Pro., § 955. Where the Legislature, having used the plural number generally in an act, changes the mode of expression and uses the singular number with reference to an express provision, and it can be seen that the use of the singular only was necessary to carry out its intention, the rule established by the Statutory Construction Law, that words in the singular number include the plural, and those in the plural include the singular, has no application. (Beekman v. Third Ave. R. R. Co., 18 App. Div., 279.) 650 Heretororn; Lasr; Fouio; Writine; Sear. The. Statutory Construction Law. Heretofore; hereafter; now. § 9. Each of the terms, heretofore, and hereafter, in any pro- vision of a statute, relates to the time such provision takes effect, The term now in any provision of a statute referring to other laws in force, or to persons in office, or to any facts or circumstances as existing, relates to the laws in force, or the person in office, or to the facts or circumstances, existing, respectively, immediately before the taking effect of such provision. R. S., 124, L. 1828, ch. 20, §§ 9-11. Code Civ. Pro., § 3343, sub, 22. Last; preceding; next; following. § 10. A reference to the last or preceding section, or other provision of a statute, means the section or other division imme- diately preceding, and a reference to the next or following section or other division of a statute means the section or other division immediately following. (New.) Folio. § 11. A folio is one hundred words, counting as a word each figure necessarily used. Code Civ. Pro., § 3348, sub. 24. R. S., 2747, pt. 3, ch. 10, tit. 4, § 4. Id., 2780, pt. 4, ch. 2, tit. 8, § 16. Writing; signature. § 12. The terms writing and written include every legible representation of letters upon a material substance, except when applied to the signature of an instrument. The term signature includes any memorandum, mark or sign, written or placed upon any instrument or writing with intent to execute or authenticate such instrument or writing. Code Civ. Pro., § 3348, sub. 23. Code Crim. Pro., § 956. Seal. § 13. The private seal of a person, other than a corporation, to any instrument or writing shall consist of a wafer, wax or other similar adhesive substance affixed thereto, or of paper or other similar substance affixed thereto, by mucilage or other adhesive substance, or of the word “ seal,” or the letters “ L. S.,” opposite the signature. Oata; Arripavit; Swear. 651 The Statutory Construction Law. A seal of a court, public officer or corporation may be impressed directly upon the instrument or writing to be sealed, or upon wafer, wax or other adhesive substance affixed thereto, or upon paper or other similar substance affixed thereto by mucilage or other adhesive substance. An instrument or writing duly executed, in the cor- porate name of a corporation, which shall not have adopted a cor- porate seal, by the proper officers of the corporation under their private seals, shall be deemed to have been executed under the corporate seal. Code Civ. Pro., §§ 29, 960. R. 8., 532, pt. 1, ch. 8, tit. 8, § 16. Prior to the enactment of the foregoing provision, it was held that when the common law seal was omitted, equity would regard the letters L. 8. in brackets as a sufficient seal. (Barnard v. Gantz, 140 N. Y., 249; Town of Solon v. Williamsburgh Sav. Bk., 114 N. Y., 134.) Where a contract recited “In witness whereof (the parties) have here- unto set their hands and seals,” and was signed, “ Union Pipe & Con- struction Co., by Calvin Detrick, Pres’t, Jos. L. Rusling,” and opposite the name of Rusling only there was a seal, it was held that the seal would be presumed to be the seal of both parties. (Rusling v. Union Pipe & Con- struction Co., 5 App. Div., 448.) Oath; affidavit; swear. § 14. The terms oath and affidavit include every mode author- ized by law of attesting the truth of that which is stated. The term swear includes every mode authorized by law of admin- istering an oath. When an affidavit is authorized or required it may be sworn to before any officer authorized by law to take the acknowledgment of deeds in this state, unless a particular officer is specified before whom it is to be taken. Code Crim. Pro., § 957. Any verified pleading or other paper is an affidavit within the contem- plation of the Code. (Code Civil Pro., § 3343, sub. 11.) Relative to the manner of administering oaths see Code Civil Pro., §§ 842-851. Where a certificate in regard to the power and authority of an officer who had taken an affidavit in a foreign State simply described him as an acting notary public, duly qualified, as such duly authorized by the laws of the foreign State to take the affidavit, but there was nothing to show whether notaries in such foreign State were authorized by its laws to take and certify the acknowledgment and proof of deeds to be recorded there, such affidavit cannot be used in the State of New York. (Stanton v. U. 8. Pipe Line Co., 90 Hun, 35; see, also, Code of Civil Procedure, § 844.) In order that an affidavit, taken without the State of New York, may be used in the State of New York, it must have been taken in the foreign State before an officer authorized by its laws to take and certify the 652 ACKNOWLEDGE; ACKNOWLEDGMENT. The Statutory Construction Law. acknowledgment and proof of deeds to be recorded in such State. (Stan- ton v. U. S. Pipe Line Co., 90 Hun, 35; see, also, Code of Civil Procedure, § 844.) The omission of the venue in an affidavit does not invalidate the oath or render the affidavit a nullity, where it is shown that it was duly administered by a proper officer within his jurisdiction, and the omission of the venue may be supplied by amendment. (Babcock v. Kuntzsch, 85 Hun, 33.) Acknowledge; acknowledgment. § 15. When the execution of any instrument or writing is authorized or required by law to be acknowledged, or to be proven so as to entitle it to be filed or recorded in a public office, the acknowledgment may be taken or the proof made before any officer then and there authorized to take the acknowledgment or proof of the execution of a deed of real property to entitle it to be recorded in a county clerk’s office, and shall be made and certified in the same manner as such acknowledgment or proof of such deed. The term acknowledge and acknowledgment, when used with reference to the execution of an instrument or writing other than a deed of real property, includes a compliance with the provisions of this section by either such proof or acknowledgment. A certificate of acknowledgment should not be overthrown upon evi- dence of a doubtful character, such as the unsupported testimony of interested witnesses, nor upon a bare preponderance of evidence, but only on proof so clear and convincing as to amount to a moral certainty. (Albany Co. Sav. Bk. v. McCarty, 149 N. Y., 71; see, also, cases therein cited.) The personal appearance of the party, the recognition of the signature as his, and the acknowledgment of execution are included among the facts of which a certificate of acknowledgment should be regarded as evidence per se, under sections 935 and 936 of the Code of Civil Procedure. (Albany Co. Sav. Bk. v. McCarty, 149 N. Y., 71.) An omission in a county clerk’s certificate of the name of the person who took an acknowledgment, and his official character, is not a fatal defect, as such omission can be supplied from the certificate of acknowl- edgment. (Thorn v. Mayer, 12 Misc., 487.) The absence of a date will not vitiate such a certificate, as the statute does not require it to be dated. (Id.) ACKNOWLEDGMENTS AND PROOFS WITHIN THE sTATE.—The acknowledg- ment or proof of a conveyance of real property within the state may be made at any place within the state, before a justice of the supreme court; or within the district wherein such officer is authorized to perform official duties, before a judge, clerk, deputy clerk, or special deputy clerk of 4 court, a notary public, or the mayor or recorder of a city, a justice of the peace, surrogate, special surrogate, special county judge, or commissioner of deeds. (L. 1896, ch. 547 [the Real Property Law], § 248.) ACKNOWLEDGE; ACKNOWLEDGMENT. 653 The Statutory Construction Law. ACKNOWLEDGMENTS AND PROOFS IN OTHER STATES.—The acknowledg- ment and proof of a conveyance of real property, within the state, may be made without the state, but within the United States, before either of the following officers acting within his jurisdiction, or of the court to which he belongs: 1. A judge of the supreme court, of the circuit court of appeals. 2. A judge of the supreme, superior, or circuit court of a state. 8. A mayor of a city. 4, A commissioner appointed for the purpose by the governor of the state. ‘ 5. Any officer of a state, authorized by the laws thereof to take the acknowledgment or proof of deeds to be recorded therein. (L. 1896, ch. 547 [the Real Property Law], § 249.) ACKNOWLEDGMENTS AND PROOFS IN FOREIGN COUNTRIES.—The acknowl- edgment and proof of a conveyance of real property within the state, may be made within the United States before either of the following officers: 1. An ambassador, a minister plenipotentiary, minister extraordinary, minister resident, or charge des affairs of the United States, residing and accredited within the country. 2. A consul-general, vice-consul-general, deputy consul-general, vice- consul or deputy-consul, a consular or vice-consular agent, or a consul or commercial or vice-commercial agent of the United States residing within the country. 8. A commissioner appointed for the purpose by the governor, and act- ing within his own jurisdiction. 4. A person specially authorized for that purpose by a commission, under the seal of the supreme court, issued to a reputable person, resid- ing in or going to the country where the acknowledgment or proof is so to be taken. 5. If within the Dominion of Canada, it may also be made before any judge of a court of record; or before any officer of such dominion author- ized by the laws thereof to take the acknowledgment or proof of deeds to be recorded therein. . 6. If within the United Kingdom of Great Britain and Ireland or the dominions thereunto belonging, it may also be made before the mayor, provost or other chief magistrate of a city or town therein. (L. 1896, ch. 547 [the Real Property Law], § 250.) ACKNOWLEDGMENTS AND PROOFS BY MARRIED WOMEN.—— The acknowledg- ment or proof of a conveyance of real property, within the state, or of any other written instrument, may be made by a married woman the same as it unmarried. (L. 1896, ch. 547 [the Real Property Law], § 251.) REQUISITES OF ACKNOWLEDGMENTS.—An acknowledgment must not be taken by any officer unless he knows or has satisfactory evidence, that the person making it is the person described in and who executed such instru- ment. (L. 1896, ch. 547 [the Real Property Law], § 252.) PROOF BY SUBSCRIBING WITNESS.— Where the execution of a conveyance is proved by a subscribing witness, such witness must state his own place of residence, and that he knew the person described in and who executed the conveyance. The proof must not be taken unless the officer is per- 654 ACKNOWLEDGE; ACKNOWLEDGMENT. The Statutory Construction Law. sonally acquainted with such witness, or has satisfactory evidence that he is the same person, who was a subscribing witness to the conveyance, (L. 1896, ch. 547 [the Real Property Law], § 253.) A subscribing witness to a conveyance may be compelled to testify concerning its execution. (L. 1896, ch. 547 [the Real Property Law], § 254.) CERTIFICATE OF ACKNOWLEDGMENT OR PROOF.— An officer taking the acknowledgment or proof of a conveyance must indorse thereupon or attach thereto, a certificate, signed by nimself, stating all the matters required to be done, known or proved on the taking of such acknowledg- ment or proof; together with the name and substance of the testimony of each witness examined before him, and if a subscribing witness, his place of residence. (L. 1896, ch. 547 [the Real Property Law], § 255.) WHEN CERTIFICATE TO STATE TIME AND PLACE.— Where the acknowledg- ment or proof is taken by a commissioner appointed by the governor, for a city or county within the United States, and without the state, the certificate must also state the day on which, and the town and county or the city in which the same was taken. (L. 1896, ch. 547 [the Real Property Law], § 256.) WHEN CERTIFICATE MUST BE UNDER SEAL.— Where a certificate of acknowledgment or proof is made by a commissioner appointed by the governor, or by the mayor or other chief magistrate of a city or town without the United States, or by a minister, charges des affairs, consul- general, vice-consul-general, deputy consul-general, vice-consul or deputy- consul, consular or vice-consular agent, or consul or commercial or vice- commercial agent, of the United States, it must be under his seal of office, or the seal of the consulate to which he is attached. All acknowl- edgments or proofs of deeds, mortgages or other instruments relating to real property, the certificates of which were made in the form required by the laws of this state, by a consul-general, vice-consul-general, deputy con- sul-general, vice-consul, deputy-consul, consular agent, vice-consular agent, consul or commercial agent or vice-commercial agent of the United States prior to the first day of April, eighteen hundred and ninety-six, are con- firmed. (L. 1896, ch. 547 [the Real Property Law], § 257.) ACKNOWLEDGMENT BY CORPORATION AND FORM OF CERTIFICATE.—The acknowledgment of a conveyance or other instrument by a corporation, must be made by some officer thereof authorized to execute the same by the board of directors of said corporation. The certificate of acknowledg- ment must be in substantially the following form, the blanks being properly filled. For form, see post, form No. 145. If such corporation have no seal, that fact must be stated in place of the statements required respecting the seal. (L. 1896, ch. 547 [the Real Property Law], § 258.) WHEN COUNTY CLERK’S AUTHENTICATION NECESSARY.—A certificate of acknowledgment or proof, made within the state, by a commissioner of deeds, justice of the peace, or, except as otherwise provided by law, by a notary public, does not entitle the conveyance to be read in evidence Benn; Cuoosz; Boarp; Merstine, Eto. 655 The Statutory Construction Law. or recorded. except within the county in which the officer resides at the time of making such certificate, unless authenticated by a certificate of the clerk of the same county. * * * (L. 1896, ch. 547, § 259.) When other authentication necessary. (See L. 1896, ch. 547, § 260.) Contents of certificate of authentication. (See L. 1896, ch. 547, § 261.) Bond; undertaking. § 16. A provision of law authorizing or requiring a bond to be given shall be deemed to have been complied with by the execution of an undertaking to the same effect. Choose; elect; appoint. § 17. The term choose includes elect and appoint. Board composed ot one person. § 18. A reference to several officers of a municipal corporation holding the same office, or to a board of such officers, shall be deemed to refer to the single officer holding such office, when but one person is chosen to fill such office in pursuance of law. Meeting; quorum; powers of majority. § 19. Whenever three or more public officers are given any power or authority, or three or more persons are charged with any public duty to be performed or exercised by them jointly or as a board or similar body, a majority of all such persons or officers at a meeting duly held at a time fixed by law, or by any by-law duly adopted by such board or body, or at any duly adjourned meeting of such meeting, or at any meeting duly held upon reasonable notice to all of them, may perform and exercise such power, authority or duty, and if one or more of such persons or officers shall have died or have become mentally incapable of acting, or shall refuse or neglect to attend any such meeting, a majority of the whole number of such persons or officers shall be a quorum cf such board or body, and a majority of a quorum, if not less than a majority of the whole number of such persons or officers may perform and exercise any such power, authority or duty. Any such meeting may be adjourned by a less number than a quorum. A recital in any order, resolution or other record of any proceed- ing of such a meeting that such meeting had been so held or adjourned, or that it had been held upon such notice to the mem- bers, shall be presumptive evidence thereof. R. S., 2726, pt. 3, ch. 8, tit. 17, § 27. L, 1874, ch 321. Id., 2853, L. 1886, ch 21, § 20. 656 Notice; Country CLerk; Vittace; State; Horrpay. The Statutory Construction Law. Service of notice upon body or board. § 20. When a notice is required to be given to a board or body service of such notice upon the clerk or chairman thereof shall be sufficient. County clerk; register. § 21. Any act done in pursuance of law by the register of a county shall be deemed to be a compliance with any provision of law authorizing or requiring such act to be done by the county clerk of such county, and any instrument or writing filed, entered or recorded in pursuance of law in the office of a register of a county, shall be deemed to be a compliance with any provision of law authorizing or requiring such paper to be filed, entered or recorded, as the case may be, in the office of the clerk of such county. Village. § 22. The term village means an incorporated village. State; territory. § 238. The term state, when used generally to include every state of the United States, includes also every territory of the United States and the District of Columbia. The term territory when used generally to include every territory of the United States, including also the District of Columbia. Code Civ. Pro., § 3348, sub. 16. Public holidays; half holidays. § 24. The term holiday includes the following days in each year: The first day of January, known as New Year’s day; the twelfth day of February, known as Lincoln’s birthday; the twenty- second day of February, known as Washington’s birthday; the thirtieth day of May, known as Memorial day; the fourth day of July, known as Independence day; the first Monday of September, known as Labor day, and the twenty-fifth day of December, known as Christmas day, and if either of such days is Sunday, the next day thereafter; each general election day and each day appointed by the president of the United States or by the governor of this state as a day of general thanksgiving, general fasting and prayer, or other general religious observances. The term, half-holiday, includes the period from noon to midnight of each Saturday which is not a holi- day. The days and half days aforesaid shall be considered as the first day of the week, commonly called Sunday, and as public holi- Year; Monrtn. 657 The Statutory Construction Law. days or half-holidays, for all purposes whatsoever as regards the transaction of business in the public offices of this state, or counties of this state. On all other days and half. days, excepting Sundays, such offices shall be kept open for the transaction of business. (Thus amended by L. 1897, ch. 614.) Code Civ. Pro., § 3343, sub. 21. The amendment of 1897, ch. 614, repeals chap. 27, Laws of 1875; chap. 30, Laws of 1881; chap. 289, Laws of 1887, and chap. 603, Laws of 1895. Year. § 25. Time shall continue to be computed in this state accord- ing to the Gregorian or new style. The first day of each year after the year 1752 is the first day of January, according to such style. For the purpose of computing and reckoning the days of the year in the same regular course in the future, every year, the number of which in the Christian era is a multiple of four is a bisextile or leap year consisting of three hundred and sixty-six days, unless such number of the year is a multiple of one hundred and the first two figures thereof treated as a separate number is not a multiple of four, and every year which is not a leap year is a common year consisting of three hundred and sixty-five days. The term year in a statute, contract, or any public or private instrument, means three hundred and sixty-five days, but the added day of a leap year and the day immediately preceding shall for the purpose of such computation be counted as one day. In a statute, contract or public or private instrument, the term year means twelve months, the term half-year, six months, and the term a quarter of a year, three months. R. §., 2026, pt. 1, ch. 19, tit. 1, §§ 1-3. In computing time by years, a different rule obtains from that which obtains in computing time by days, weeks and months, as in the latter case, section 27 of the Statutory Construction Law, as amended by chapter 447 of the Laws of 1894, changes the general rule and provides that the day from which the computation is to be made shall be exclusive of such day, whereas section 25 of the Statutory Construction Law, relative to the computation of time by years, contains no such provision. (Aultman & Taylor Co. v. Syme, 91 Hun, 632.) As to a transaction when the Revised Statutes were in force, a year was held to consist of 365 days. (Hall v. Brennan, 140 N. Y., 409.) Month. § 26. In a statute, contract or public or private instrument, unless otherwise provided in such contract or instrument or by law, 42 658 Days; Stanparp TE. The Statutory Construction Law. the term month means a calendar month and not a lunar month, A number of months after or before a certain day shall be com- puted by counting such number of calendar months from such day, exclusive of the calendar month in which such day occurs, and shall include the day of the month in the last month so counted having the same numerical order in days of the month as the day from which the computation is made, unless there be not so many days in the last month so counted, in which case the period computed shall expire with the last day of the month so counted. R. S., 2096, pt. 1, ch. 19, tit. 1, § 4. Id., 2514, pt. 2, ch. 4, tit. 3, § 9. Days; mode of computing days; night-time. § 27. A calendar day includes the time from midnight to mid- night. Sunday or any day of the week specifically mentioned means a calendar day. A number of days specified as a period from a certain day within which or after or before which an act is authorized or required to be done means such number of calendar days exclusive of the calendar day from which the reckoning is made. Sunday or a public holiday, other than a half-holiday, must be excluded from the reckoning if it is the last day of any such period, or if it is an intervening day of any such period of two days. In computing any specified number of days, weeks or months from a specified event, the day upon which the event happens is deemed the day from which the reckoning is made. The day from which any specified number of days, weeks or months of time is reckoned shall be excluded in making the reckoning. Night-time includes the time from sunset to sunrise. (Thus amended by L. 1894, ch. 447.) Penal Code, §§ 261 and 500. Code Civ. Pro., § 788. See case of Aultman & Taylor Co. v. Syme, 91 Hun, 632, under section 25. Standard time. § 28. The standard time throughout this state is that of the seventy-fifth meridian of longitude west from Greenwich, and all courts and public officers, and legal and official proceedings, shall be regulated thereby. Any act required by or in pursuance of law to be performed at or within a prescribed time, shall be performed according to such standard time. R. S., 2097, pt. 1, ch. 19, tit. 1, § 5. L. 1884, ch. 14. Coprs; Cotontan Laws; Repsar, Error or. 659 The Statutory Construction Law. Civil and criminal codes. § 29.. The term civil code means the code of civil procedure. The term criminal code means the code of criminal procedure. Laws of England and of the colony of New York. § 30. A statute of England or Great Britain shall not be deemed to have had any force or effect in this state since May 1, 1788. Acts of the legislature of the colony of New York shall not be deemed to have had any force or effect in this state since December 29, 1828. The resolutions of the congress of such colony and of the conven- tion of the state of New York, shall not be deemed to be the laws of this state hereafter. R. §., 125, L. 1828, ch. 21, §§ 3 and 4. Limiting the effect of repealing statutes. § 31. The repeal hereafter or by this chapter of any provision of a statute, which repeals any provision of a prior statute, does not revive such prior provision. The repeal hereafter or by this chap- ter of any provision of a statute, which amends a provision of a prior statute, leaves such prior provision in force unless the amenda- tory statute be a substantial re-enactment of the statute amended. The repeal of a statute or part thereof shall not affect or impair any act done or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time such repeal takes effect, but the same may be asserted, enforced, prose- cuted or inflicted, as fully and to the same extent as if such repeal had not been effected; and all actions and proceedings, civil or criminal, commenced under or by virtue of any provision of a statute so repealed, and pending immediately prior to the taking effect of such repeal, may be prosecuted and defended to final effect in the same manner as they might if such provisions were not so repealed. See the General Corporation Law, §8§ 34, 35. A legislative intent to revive a law which has, by legislative action, already been wholly annihilated, is not alone sufficient to accomplish such revival; there must be some legislative expression using language equiva- lent to a re-enactment; therefore, legislative action upon a separate sub- ject grounded upon an assumed revivor of the original act, does not accomplish this, in the absence of language equivalent to a re-enactment. (People v. Wilmerding, 136 N. Y., 368; Bank of Metropolis v. Faber, 150 N. Y., 200, aff'g 1 App. Div., 341; see, also, White v. Inebriates’ Home, 141 N. Y., 127.) 660 Revision, Errecr or. The Statutory Construction Law. Prior to the enactment of the foregoing section it was held in Chard y. Holt, 136 N. Y., 30, that the repeal of a repealing act revived the act repealed, and this rule was followed in Ottman vy. Hoffman, 7 Misc., 714, in which it was held that the omission in the repealing of the General Corporation Law of 1892, ch. 687, of a statute included in the repealing schedule of the Stock Corporation Law of 1890, ch. 564, revived the statute so omitted, the repeal of which was thereby repealed. The doctrine of this decision is that because the Statutory Construction Law was passed at the same session as the repealing act of 1892, the following section 33 precludes section 31 of the Statutory Construction Law from affecting other statutes passed at the same session. The effect upon a prior statute of a subsequent amendment “so as to read as follows,” is not to be determined in all cases by any fixed and absolute rule, but frequently becomes a question of legislative intent to be determined from the nature and language of the amendment and from all the circumstances of the case. The duty of the courts is to give effect to the legislative intent rather than the literal terms of the act. (Bank of the Metropolis v. Faber, 150 N. Y., 200; In re Rochester Water Comrs., 66 N. Y., 415; People v. Clute, 50 N. Y., 451.) A statute which is amended and re-enacted so as to read as prescribed in the amendatory statute, is thereby wholly annulled as to all future cases, and, except as to rights and duties already existing, becomes merged and incorporated in the later statute. (People v. Wilmerding, 186 N, Y., 363; distinguishing In re Prime, 136 N. Y., 347.) In case the amendatory act is repealed, this does not revive the original act, but both fall by virtue of the repeal. (Id.) Effect of repeal and re-enactment. § 32. The provisions of a law repealing a prior law, which are substantial re-enactments of provisions of the prior law, shall be construed as a continuation of such provisions of such prior law, and not as new enactments. If any provision of a law be repealed and, in substance, re-enacted, a reference in any law to such repealed provision shall be deemed a reference to such re-enacted provision. (Thus amended by L. 1894, ch. 448.) A clerical error in citing a former statute in a later one will be dis- regarded. (People ex rel. Fitch v. Lord, 9 App. Div., 458.) Effect of revision upon laws passed at same session or before revision takes effect. § 33. No provision of any chapter of the revision of the general laws, of which this chapter is a part, shall supersede or repeal by implication any law passed at the same session of the legislature at which any such chapter was enacted, or passed after the enactment of any such chapter and before it shall have taken effect; and an amendatory law passed at such session or at any subsequent session Trrizs; Laws REpEatep. 661 The Statutory Construction Law. begun before any such chapter takes effect, shall not be deemed repealed, unless specifically designated in the repealing schedule of such chapter. Chapters 677 to 691, inclusive, Laws of 1892, all passed at the same session of the Legislature, all approved by the Governor on the same day, are all part of the system of statutory revision, and are not to be treated as independent enactments having no special relation to each other, but, for the purpose of ascertaining the legislative intent, are to be regarded rather as a single act. (Bank of Metropolis v. Faber, 1 App. Div., 341; aff’d 150 N. Y.. 200.) The foregoing section means, that in accepting and enacting in bulk the general body of the revision, the Legislature desired to make sure of the retention of all the special laws on cognate subjects which had been passed before the revision went into effect, and which had not been expressly repealed, It had no reference to the general laws embodied in the revision itself. (Bank of Metropolis v. Faber, 1 App. Div., 341; dis- approving Ottman v. Hoffman, 7 Misc., 714; see, also, 150 N. Y., 200, aff’g 1 App. Div., 341, supra.) In the absence of evidence as to the precise time of day it was approved by the Governor. an act which contains a provision that it shall take effect immediately operates during the entire day of its approval. (Cro- veno v. Atlantic Ave R. R. Co., 150 N. Y¥., 225; Niendorff v. Manhattan Ry. Co., 150 N. Y., 276.) When a statutory enactment is modified by engrafting upon it a new provision, by way of amendment, providing conditionally for a new case, such modification is in the nature of a proviso. (Rowell v. Janvrin, 151 N, Y., 60.) Alterations of titles and head notes. § 84. If the title of any article or other division of a statute, or the head note of a section shall be amended or repealed in the body of the statute, or if a new article or other division having a title, or a new section having a new head note be added to a statute, the. corresponding title or head note, if any, in an abstract of con- tents at the beginning of the article or other division of the statute, shall be deemed to be correspondingly amended or repealed, although there be no express reference thereto. Laws repealed. § 35. Of the laws enumerated in the schedule hereto annexed, that portion specified in the last column is repealed. Time of taking effect. § 36. This chapter shall take effect immediately. 662 ScHEDULE oF Laws REPEALED. The Statutory Construction Law. ScHEDULE oF Laws REPEALED. Sections repealed. In REviston SECTIONS, I, chapter 8, title 8.. Revised Statutes, part I, chapter 19, title 1. Revised Statutes, part II, chapter 4, title 2.. Revised Statutes, part LI, chapter 4, title 3.. Revised Statutes, part III, chapter 8, title 17. Revised Statutes, part III, chapter 10, title 4. Revised Statutes, part IV, chapter 2, title 8.. Laws 1828, second meeting, fifty-first session, chapter 20 Laws 1828, second meeting, fifty-first session, chapter 2 Laws 1857, chapter 536...........seeeeeee: Laws 1874, chapter 821.............0000.08- Laws 1877, chapter 466.. ........ ws Riva acaio's Laws 1884, chapter 14..........0e.eeeeeeeee Laws 1886, chapter 21.......... ea eveceneees Code of Civil Procedure........... a Geen Revised Statutes, part se meee ewer ete w emer eeren eee reeee Code of Criminal Procedure........... a bdiwis Penal Code............eceseee Sahaigrsiccevareiecais ve wee mee eenne 29, 788, 960 and subdivisions 6, %, 8, 15, 17, 21, 22, 28 and 24 of section 3348.... 955, 956, 957...... -| 261, 500, and sub- divisions 9, 10, 11, 12, 18, 14 and 15 of sec tion 718....... 18. 28, 24, 26, 5. 24, 16. 11, 13. 8, 9. 27. 5. 18. 8. 26. 16. 18, 25, 8, 4, 2, 7,21, 22, 20, 12, 11. 18, 12, 14. 25, 2, 8, 5, 8 and 4, ‘ TAXATION OF CORPORATIONS. Provisions RenativeE to tHE AwnuaL Taxes or Corporations. Laws or 1896, Carrer 908.— “ An act in relation to taxation, constituting chapter twenty-four of the general laws,” as amended. Became a law May 27, 1896; took effect June 15, 1896. [The sections of the revised Tax Law, published in this volume, include only so much thereof as regulate the taxation of corporations, other than banks and insurance companies. ] For the provisions of the former State Tax Law, Laws of 1880, chapter 542, as amended to the time of its repeal, see either the first or second edition of ‘‘ White on Corporations.” The note of the Commissioners of Statutory Revision, accompanying their report to the Legislature, gave a history of the revision of the tax laws, which is published herewith in its entirety as follows, to wit: “The original law (L. 1889, ch. 289), creating a Statutory Revision Com- mission, expressly provided, among other things, that the commission should’ prepare and report to the Legislature a bill for the consolidation and revision of the general statutes of the State, relating to ‘the collec- tion and assessment of taxes, and the exemption of property from taxa- tion throughout the State.’ Accordingly the commissioners appointed pur- suant to such law, prepared a consolidation and revision of the tax laws which, however, was never submitted to the Legislature as a whole, either by report or bill. But in 1892, the commission assisted in the preparation of a bill revising the laws taxing the succession of property, which became chapter 399 of the Laws of 1892, known as the taxable transfers act. “The supplemental supply bill of 1892 (chapter 660) provided for the appointment by the Governor of two counsel to ‘examine the laws of this and other States relating to taxation, and to report to the next Legis- lature before the first day of February, the result of their investigations, with recommendations as to legislation, relating to assessment and taxa- tion in this State.’ 5 “ Messrs. Collin and Fiero were appointed as such counsel and reported to the Legislature of 1898, a proposed revision of the tax laws, purporting 664 Provistons APPLICABLE TO CORPORATIONS. The Revised Tax Law. to cover and supersede all existing statutes relating to taxation. The bill, as reported by the counsel, was introduced in the Legislature, but no portion of it became a law, except that relating to sales by the Comp- troller and by county treasurers for unpaid taxes, which was enacted as chapter 711 of the laws of that year. No formal report was made by the counsel to the Legislature of 1894, but chapter 768 of the laws of that year provided the compensation of such counsel for services rendered during the year 1893. “Mr. Fiero reported to the Legislature of 1895, a revision of the tax laws, excepting the laws relating to the taxation of transfers of property, and the taxation of corporations. The bill proposed by him follows sub- stantially the arrangement originally reported by the tax counsel, in pur- suance of chapter 660 of the Laws of 1892, but as stated in his report, he abandoned many changes thereto proposed by the counsel, ‘ which were regarded as somewhat radical.’ “The revision as presented to the Legislature of 1895, was introduced as a bill in the Senate and referred to the committee on taxation and retrenchment, but was never reported from that committee. “ While the matter of revision was under consideration by the tax coun- sel appointed in pursuance of the act of 1892, the Statutory Revision Com- mission made no effort to revise the tax laws; but none of the proposed revisions having been accepted by the Legislature, the commissioners now deem it proper and desirable to resume consideration of the subject and prepare a bill, in accordance with the general scheme of revision which the commission is expected to complete. “All the bills submitted to the Legislature by the tax counsel follow the plan of the Statutory Revision Commission for framing general laws; and each bill gives to the revision the chapter number which it should have in the general laws. “The present commissioners have carefully examined the original bill prepared by the former commission, as well as the several bills prepared by the tax counsel, and so far as practical, have followed their general arrangement, but for the substance of this revision have gone over the entire field of statutory law relating to taxation. “The tax laws of the State are quite conflicting and confused, and a revision is very desirable. In preparing the draft of the bill submitted herewith, the commission has tried to preserve, as far as possible, the substance of existing statutes, in order that the bill may not meet the objection that it effects radical changes. “Various changes, however, have been necessary to eliminate {ncon- sistencies and to reduce the subject to a harmonious and systematic whole. Several changes are proposed in those portions of the law relating to the sale of lands for nonpayment of taxes, taxable transfers and the taxation of corporations. In making these changes, the commission has been aided by valuable suggestions from the Comptroller, whose office has jurisdiction of these subjects. “There are, of course, in addition, many changes in phraseology, which are necessary in the revision and re-writing of the law. All the changes of substance are indicated in the notes at the end of the sections, and it will be unnecessary to enumerate them here. Provisions APPLICABLE TO CoRPoRATIONs. 665 The Revised Tax Law. “There has been no revision of the tax laws since the Revised Statutes of 1828, but the general scheme of taxation as then adopted has remained substantially unchanged, so far as the local assessment and collection of taxes are concerned. But since that time a large number of statutes relating to the subject of taxation have been passed, many of which con- flict with, or supersede the provisions of the Revised Statutes, and can only be reconciled by a judicial decision. “Various other statutes have introduced into our law new schemes of taxation. Notably, the act of 1855 (chapter 427), providing for the sale by the Comptroller of land of nonresidents for unpaid taxes; also the acts providing for an organization and franchise tax on corporations, and for the taxation of the succession of property on the death of the owner. “The exemptions of property from taxation have also been largely increased. The creation of a State Board of Assessors for the equaliza- tion of State taxes between the several counties and for hearing appeals from the equalization of boards of supervisors, is also a feature of the existing law which has grown up since the Revised Statutes. Altogether there are about one hundred acts supplemental to the Revised Statutes of 1828. “Many of the provisions of article II, entitled ‘ procedure,’ seem more properly to come within the scope of a revision of the Code of Civil Pro- cedure, rather than a revision of the tax laws; but the commission has deemed it desirable to re-enact them at this time as a portion of the tax law, in order that they may not be left on the statute books as frag- mentary provisions of laws, the other portions of which are repealed by this bili, When the revision of the Code of Civil Procedure is undertaken, the provisions of the article will be again considered and may be incor- porated into the code, so far as practicable.” Short title. Section 1. This chapter shall be known as the tax law. The provisions of the Tax Law, which are substantial re-enactments of provisions of prior laws, are to be construed as a continuation of such provisions of such prior law, and not as new enactments. (Statutory Con- struction Law, section 32.) The Tax Law does not contain a saving clause as the provisions of the Statutory Construction Law, section 31, are deemed to apply, so that the repeal of former taxing statutes shall not affect or impair any act done or right accruing, accrued or acquired, or liability, penalty, forfeiture or punishment incurred prior to the time such repeal took effect. The Constitution of this State does not require that taxation upon prop- erty shall be general so as to embrace all taxable persons within the State, or within any district or territorial division thereof, or that it shall be equal, or that it shall be in proportion to the value of the property of the persons taxed, or that it shall be apportioned according to the benefit which each taxpayer is supposed to receive from the object on which the tax is expended. (People ex rel. Griffin v. Mayor of Bklyn., 4 N. Y., 419.) The provisions of the Constitution declaring that no person shall be 666 Provisions APPLICABLE TO CORPORATIONS, The Revised Tax Law. deprived of his property without due process of law, and that private property shall not be taken for public use without just compensation, have no application to the taxing power. (Id.) The power of taxation is vested in the Legislature, and is practically absolute, except as restrained by the Federal and State Constitutions; yet a tax plainly departing from the principle of equality would be obnoxious as contrary to equity, and as practical confiscation. (In re Mayor, ete, of N. Y., 99 N. Y., 569; Genet v. Brooklyn, 99 id., 296; People v. Hagadorn, 36 Hun, 610; People v. Supervisors of Ulster Co., 36 Hun, 491; Bowe y. U. S. Reflector Co., 36 Hun, 407.) The Legislature has power, in the matter of assessments, to determine absolutely and conclusively the amount of tax to be raised and the prop- erty to be assessed, and its action cannot be reviewed by the courts upon the ground that it acted unjustly or without adequate reason. (Spencer v. Merchant, 100 N. Y., 585.) There is no constitutional limitation upon the power of the Legislature to tax the persons and property of individuals within the State; the power may be exercised to pay debts contracted before the property-holder comes within the jurisdiction. (Pumpelly v. Owego, 45 How. Pr., 219, Ct. of App.) In the absence of express constitutional restriction the power of taxa- tion vested in the Legislature is unlimited, yet the Legislature is not sole, supreme and unrestrainable therein, and the courts are not debarred, but may, as a co-ordinate branch of the government, scrutinize and measure the act, always keeping in mind that the Legislature is the primary authority which is to inquire what is‘a proper purpose for the application of money to be raised by taxation, and the necessity of taxation to sub- serve it, and it must be clear that it erred before the courts can arrest the consequences of its action. (Weisner vy. Village of Douglas, 64 N. Y., 91; Town of Guilford v. Supervisors of Chenango, 13 N. Y., 143.) The power of taxation and of apportionment is vested in the Legislature, and includes the right of determining what portion of a public burden shall be borne by any individual or class of individuals. (People ex rel. Crowell v. Lawrence, 41 N. Y., 187.) The power of apportionment is included in the power to impose taxes, and, in the absence of any con- stitutional restriction, its exercise cannot be reviewed by the courts. (Gordon v. Cornes, 47 N. Y., 608.) But a tax or assessment upon property arbitrarily imposed, without reference to some system of just apportion- ment, could not be upheld. (Stuart v. Palmer, 74 N. Y., 183.) Unless restrained by provisions of the Federal Constitution, the power of the State as to the mode, form and extent of taxation is unlimited where the subjects to which it applies are within her jurisdiction. (Kirt- land v. Hotchkiss, 100 U, S., 491.) The power of the Legislature to levy taxes for public purposes is limited only by the specific restrictions of the Constitution. In order to invalidate a statute imposing a tax, it is not enough to sbow that it is oppressive and unfair in its effect, provided it violates no express con- stitutional provision. (People v. Ulster Co. Supervisors, 36 Hun, 491.) Pxovistons APPLICABLE TO CoRPORATIONS. 667 The Revised Tax Law. Definitions. § 2. 1. “Tax district ” as used in this chapter, means a politi- eal subdivision of the state having a board of assessors authorized to assess property therein for state and county taxes. 2. “County treasurer” includes any officer performing the duties devolving upon such office under whatever name. 3. The terms “land,” “real estate” and “real property,” as used in this chapter, include the land itself above and under water, all buildings and other articles and structures, substructures and superstructures, erected upon, under or above, or affixed to the same; all wharves and piers, including the value of the right to collect wharfage, cranage or dockage thereon; all bridges, all tele- graph lines, wires, poles and appurtenances; all supports and inclosures for electrical conductors and other appurtenances upon, above and under ground; all surface, underground or elevated rail- roads; all railroad structures, substructures and superstructures, tracks and the iron thereon; branches, switches and other fixtures permitted or authorized to be made, laid, or placed in, upon, above or under any public or private road, street or grounds; all mains, pipes, and tanks laid or placed in, upon, above or under any public or private street or place for conducting steam, heat, water, oil, electricity, or any property, substance or product capable of trans- portation or conveyance therein or that is protected thereby; all trees and underwood growing upon land, and all mines, minerals, quarries and fossils in and under the same, except mines belonging to the state. The clause “all supports and inclosures for electrical conductors and other appurtenances upon, above and underground,” is new; also the words “for conducting steam, heat, water, oil, electricity, or any property, sub- stance or product capable of transportation or conveyance therein or that is protected thereby.” With the exception of these changes subdivision 8, above, was intended to be a substantial re-enactment of § 2, title 1, chap. 18, part 1, Revised Statutes, as amended by chap. 293, Laws 1881. Gas mains have been taxable as real estate ever since said amendment of 1881. (People ex rel. Keystone Gas Co. v. Martin, 48 Hun, 193; People ex rel. Equitable Gas Co. v. Barker, 81 Hun, 22, reversed on other grounds in 144 N. Y., 94.) The decisions here cited were rendered prior to the change in the statu- tory definition, and this fact should be considered in applying some of the cases. The tracks, ties, etc., of a railroad are regarded as “land” for the pur- pose of taxation. (People ex rel. Dunkirk & F. R. R. Co. v. Assessors, 46 N. Y., 46; see, also, 80 N. Y., 573; 98 id., 313; 43 Hun, 119.) The foundations, columns and superstructure of an elevated railroad 668 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. are taxable as real estate. (People ex rel. N. Y. El. R. R. Co. v. Comrs, of Taxes, 82 N. Y., 459.) It makes no difference in respect to taxation, whether the rail is laid upon the surface of the ground or placed upon pillars or carried through a covered way or tunnel, as, in either case, the structures adopted to sus- tain it, or facilitate and protect its use are, within the meaning of the law, land, and taxable as such. (People ex rel. N. Y. & Harlem R. R. Co. y. Comrs. of Taxes, 101 N. Y., 322; reversg. 23 Hun, 687.) The franchise of a railroad corporation does not have the character of realty, and is not real estate under the tax laws. (People ex rel. Panama Ry. Co. v. Comrs. of Taxes, 104 N. Y., 240; see, also, Williamson v. Field, 2 Sandf Ch., 552; Sheldon v. Van Buskirk, 2 N. Y., 478; Goulet v. Asseler, 22, N. Y., 234; Phelps v. Bostwick, 22 N. Y., 243; People ex rel. Dunkirk & Fredonia R. R. Co. v. Cassity, 2 Lans., 298; Gillilan v. Spratt, 41 How Pr., 33; People ex rel. Otto v. Assessors, 27 Hun, 559; People ex rel. The Mills Water Wks. Co. v. Forrest, 97 N. Y., 97.) The interest of a lessee for 990 years at a nominal rent is taxable as real estate, though such an estate would go to the executor or adminis- trator for distribution as personalty under the statute. (Trustees of Elmira v. Dunn, 22 Barb., 402.) The statute means such an interest in real estate as will protect the erection or affixing thereon, and the possession of buildings and fixtures, will bring those buildings and fixtures within the term “land,” and hold them to assessment as the lands of whomsoever has that interest in the real estate, and owns and possesses the buildings and fixtures. (People ex rel. Dunkirk, etc, R. R. Co. v. Cassity, 46 N. Y., 46.) While a mere franchise is not taxable except by special statute, a pier built under a franchise to construct it and charge wharfage, may be taxed as real estate, notwithstanding the site belongs to the city taxing it. (Smith v. Mayor, ete., of N. Y., 68 N. Y., 552.) The foregoing case ques- tions the following decision, to wit: That the interest of the grantee from a city, of a right to build and maintain a wharf on the city property, to be used as a public street or wharf, and to charge wharfage, is not a mere covenant, but real property, an incorporeal hereditament, though not subject to taxation. (Boreel v. Mayor, ete. of N. Y., 2 Sandf., 552.) Where a grant from a city reserved a portion of the land for a public street, the grantee covenanting to build a wharf, always to be used as a public wharf, he to have the wharfage, his interest was taxable as land. (People ex rel. Smith v. Comrs. of Taxes, 10 Hun, 207.) 4, The terms “ personal estate,” and “ personal property,” a8 used in this chapter, include chattels, money, things in action, debts due from solvent debtors, whether on account, contract, note, bond or mortgage; debts and obligations for the payment of money due or owing to persons residing within this state, however secured or wherever such securities shall be held; debts due by inhabitants of this state to persons not residing within the United States for the purchase of any real estate; public stocks, stocks in monyed* cor- *£o in the original. Provistons APPLICABLE To CoRPORATIONS, 669 The Revised Tax Law. porations, and such portion of the capital of incorporated com- panies, liable to taxation on their capital, as shall not be invested in real estate. [K. S., pt. 1, ch, 18, tit. 1, §§ 2, 3; L. 1851, ch. 871, § 1; L. 1883, ch. 392.] The Commissioners of Statutory Revision, in their report to the Legis- lature, stated that no change had been made by this section in the defi- nition of land, but see note to subdivision 3, taken from their report. They also called attention to an amplification of the definition of personal prop- erty by the addition of the words “ things in action.” See the revisers’ note to section 34, post, giving their explanation of the clause including in the definition debts due non-residents of the United States. Property liable to taxation. § 8. All real property within this state, and all personal prop- erty situated or owned within this state, is taxable unless exempt from taxation by law. [R. S., pt. 1, ch. 13, tit. 1, § 8, without change of substance.] Immunity from taxation will not be recognized unless granted in unmis- takable terms. (Chicago, B. & K. C. R. R. Co. v Guffey, 120 U. S., 569; Same v. Same, 122 id., 561; Sioux City R. R. Co. v. Sioux City, 138 id., 98.) Exemptions from taxation, being in derogation of the sovereign author- ity and of common right, are not to be extended beyond the express requirements of the language used, when most rigidly construed. (Yazoo, etc. R. R Co. v. Thomas, 132 U. S., 174.) The general laws of the State require all property, both real and per- sonal, no matter by whom owned, except in certain cases of special exemp- tion, to be assessed for purposes of taxation. This requirement embraces all property owned by individuals as well as corporations, and includes all shares of stock held by individuals in corporations, except in cases where the capital stock of such corporations is itself liable to taxation as against the corporation. (McMahon v. Palmer, 102 N. Y., 176; aff’g 12 Daly, 362.) See, also, the following cases: Bank of Utica v. City of Utica, 4 Paige, 401; Williamson v. Field, 2 Sandf. Ch., 552; Sun Mut. Ins. Co. v. Mayor of N. Y., 8 Barb., 453; N. Y. & Harlem R. R. Co. v. Lyon, 16 Barb., 651; Trinity Church v. Mayor N. Y., 10 How, Pr., 138; Ins. Companies v. Coms, of Taxes, 17 How. P1., 208; s. ce. as Int. Life Ass. Soc. v. Comrs. of Taxes, 28 Barb., 319; People ex rel. Hoyt v. Comrs. of Taxes, 23 N Y., 225; 21 How. Pr., 385; People ex rel. Bank of Commerce vy. Comrs. of Taxes, 40 Barb., 335, reversed on another point in 2 Wall, 400; Brit. Com. Ins. Co. v. Cowrs, of Taxes, 28 How. Pr., 57; 8S. C., 1 Abb. Ct. App., 202; 8S. C., 18 Abb. Pr., 118: People ex rel. Lincoln v. Ass’ors Town Barton, 44 Barb., 158: §. C., 29 How. Pr., 372; Barhyte v. Shepherd & Voss, 35 N. Y., 239; Excise Comrs. Delaware Co. v. Sackrider, 35 N. Y., 154; People ex rel. Lockport City Bank v. Board Ed. Lockport, 46 Barb., 591; Foster v. Van Wyck, 41 How. Pr., 496; S. C., 2 Abb. Ct. App., 171; People ex rel. Jeffer- son v. Gardner, 51 Barb., 354; People ex rel Erie R. R. Co. v. Beardsley, 670 Provistons APPLICABLE TO CORPORATIONS. The Revised Tax Law. 52 Barb., 106; People v. Barker, 48 N. Y., 74; Clark v. Norton, 58 Barb., 436; Pacific S. S. Co. v. Comrs. Taxes, 46 How. Pr., 319, 343; Barlow vy. St. Nicholas Bank, 63 N. Y., 401; People ex rel. Trowbridge v. Comrs., 4 Hun, 596; S. C., 62 N. Y., 630; Petition N. Y. Catholic Protectory, 77 N. Y., 342: aff’g 8 Hun, 91; People ex rel. N. Y. El. R. R. v. Comrs. Taxes, ete, 19 Hun, 460; Matter Ulster Co. Savings Bank, 20 Hun, 481. Exemption from taxation. § 4. The following property shall be exempt from taxation: A presumption that the Legislature intended to surrender its right of taxation in the future by a present exemption therefrom, cannot be enter- tained unless such intention is clearly expressed. (People ex rel. Cun- ningham y. Roper, 35 N. Y., 629.) An exemption from taxation must be described in clear and unam- biguous language, and appear to be indisputably within the intention of the Legislature. (People ex rel. Westchester Fire Ins. Co. v. Davenport, 91 N. Y., 574.) An intent to exempt any property is not to be presumed. (People ex rel. Twenty-third Street R. R. Co. v. Commissioners of Taxes, 95 N. Y., 554.) Assessors have no authority to enter upon the assessment-roll the name of any person whose property is by law exempt from taxation, nor to impose an assessment thereon, and they are liable in damages if they do so. (Prosser v. Secor, 5 Barb., 607.) The office of assessor in determining what property is subject to, and what is exempt from, taxation, is judicial, and the assessor is not liable in damages for errors committed in arriving at his conclusion. (Barhyte vy. Shepherd, 35 N. Y., 238.) Personal property of residents within their town or ward is within the jurisdiction of the assessors, who act judicially in determining what is exempt, and an assessment on such property, though clearly erroneous in overruling a claim of exemption, is not void, nor does it lay the founda- tion for an action at law against the assessors personally. (Foster v. Van Wyck, 2 Abb. Ct. App. Dec., 167; 41 How. Pr., 493.) A law containing an exemption clause is to be strictly construed. (Land Co. v. Minnesota, 159 U. S., 526.) Exemptions must be expressed in clear and unmistakable terms, and not be left to implication. (Schurz v. Cook, Sect’y of State, 148 U. S., 397; Railroad Co. v. New Orleans, 143 U. S., 192; Keokuk, etc., R. R. Co, ¥. Missouri, 152 U. S., 301; see, also, 120 U. S., 569; Yazoo, etc., R. R. Co. ¥. Thomas, 132 U. S., 174; Same v. Levee Comrs., 132 U. S., 190.) A provision in a special act which exempts the property of a corpora- tion from “local taxation,” includes all taxation, except for State pur- poses; such exemption extends to taxation for county as well as for city purposes. (People ex rel. Pratt Institute v. Assessors of Bklyn., 141 N. ¥., 476; revers’g 74 Hun, 18.) 1. Property of the United States. (R. S., pt. 1, ch. 18, tit. 1, § 4, subd. 2.] Property of the United States is exempt from taxation by the authority of a State, though it be land lying within that State, and jurisdiction over it has not been ceded. (Van Brocklin v. State of Tennessee, 117 U. S., 151.) Provisions APPLICABLE To CoRPORATIONS. 671 The Revised Tax Law. The general rule of law is that property owned by a State or by the United States, or by a municipality for public use, is not subject to taxa- tion except by express legislation. (People ex rel. Mayor, etc., of N. Y. v. Assessors of Bklyn., 19 Abb. N. C., 158.) The cession by the State of Kansas to the United States of exclusive jurisdiction of certain lands, saving to such State the right of taxation therein, leaves the right of the State to subject property therein to taxa- tion the same as before. (Fort Leavenworth R. R. Co. v. Low, 114 U. S., 625.) 2. Property of this state other than its wild or forest lands in the forest preserve. {R. S., pt. 1, ch. 18, tit. 1, § 4, subd. 2.] See fisheries, game and forest law, § 274, as am. by L. 1895, ch. 395, pro- viding for taxation of State lands in forest preserve. The Legislature substituted the words “its wild or forest lands” for the words “real property of the state.” “Wild or forest lands” are the only lands of the State subject to taxation. 3. Property of a municipal corporation of the state held for a public use, except the portion of such property not within the corporation. [Revisers’ Note.—R. S., pt. 1, ch. 18, tit. 1, § 4, subds. 3, 4; R. S., pt. 1, ch. 20, tit. 1, § 72. The term municipal corporation is defined by the gen- eral corporation law, § 3, as including “a county, town, school district, village and city and any other territorial division of the state established by law with powers of local government.” This subdivision is intended to include the exemptions of the property of municipal corporations made by RB. S., pt. 1, ch. 18, tit. 1, § 4, subds. 3, 4, which are as follows: Every school-house, court-house and jail used for either of such purposes; and the several lots whereon such buildings are situated and the furniture belonging to each of them, and every poor-house, alms-house, house of industry, and the real and personal property used for such purposes belonging to or connected with the same.” The subdivision is further extended to include all the property of a municipal corporation in accord- _ ance with the decisions of the courts, that such property is not taxable. See City of Rochester v. Town of Rush, 80 N. Y., 302, holding that munici- pal water-works are not taxable. See, also, the People ex rel. Murphy v. Kelly, 76 N. Y., 479, 486-89, as to what constitutes a municipal purpose generally.] 4. The lands in any Indian reservation owned by the Indian nation, tribe or band occupying them. [Indian L., § 6 (L. 1892, ch. 679)]. 5. All property exempt by law from execution, other than an exempt homestead. [R. S., pt. 1, ch. 13, tit. 1, § 4, subd. 9; Code of Civil Procedure, § 1397.] 672 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. 6. Bonds of a municipal corporation heretofore issued for the purpose of paying up or retiring the bonded indebtedness of such corporation. [Gen. Mun. L. (L. 1892, ch. 685), § 7. The exemption of such bonds has not been extended to future issues. ] 7. The real property of a corporation or association organized exclusively for the moral or mental improvement of men or women, or for religious, bible, tract, charitable, benevolent, missionary, hospital, infirmary, educational, scientific, literary, library, patriotic, historical or cemetery purposes, or for the enforcement of laws relating to children or animals, or for two or more such purposes, and used exclusively for carrying out thereupon one or more of such purposes; and the personal property of any such cor- poration shall be exempt from taxation. But no such corporation or association shall be entitled to any such exemption if any officer, member or employe thereof shall receive or may be lawfully entitled to receive any pecuniary profit from the operations thereof except reasonable compensation for services in effecting one or more of such purposes, or as proper beneficiaries of its strictly charitable purposes; or if the organization thereof, for any such avowed purposes be a guise or pretense for directly or indirectly making any other pecuniary profit for such corporation or association, or for any of its members or employes, or if it be not in good faith organized or conducted exclusively for one or more of such pur- poses. The real property of any such corporation or association entitled to such exemption held by it exclusively for one or more of such purposes and from which no rents, profits or income are derived, shall be so exempt, though not in actual use therefor by reason of the absence of suitable buildings or improvements thereon, if the construction of such buildings or improvements is in progress, or is in good faith contemplated by such corporation or association. The real property of any such corporation not so used exclusively for carrying out thereupon one or more of such purposes, but leased or otherwise used for other purposes, shall not be exempt, but if a portion only of any lot or building of any such corporation or association is used exclusively for carrying out thereupon one or more such purposes of any such corporation or association, then such lot or building shall be so exempt only to the extent of the value of the portion so used, and the remaining or other portion to the extent of the value of such remaining °F other portion shall be subject to taxation; provided, however, that Provisions APPLICABLE TO CoRPORATIONS. 673 The Revised Tax Law. a lot or building owned, and actually used for hospital purposes, by a free public hospital, depending for maintenance and support upon voluntary charity shall not be taxed as to a portion thereof leased or otherwise used for the purposes of income, when such income is necessary for, and is actually applied to, the maintenance and support of such hospital. Property held by any officer of a religious denomination shall be entitled to the same exemptions, subject to the same conditions and exceptions, as property held by a religious corporation. (L. 1896, ch. 908, as amended by L. 1897, ch. 371.) [R. S., pt. 1, ch. 18, tit. 1, § 4, subds. 3, 5, 6; R. S., pt. 1, ch. 13, tit. 1, § 4, subd. 4, as amended by L. 1892, ch. 718; L. 1847, ch. 183; L. 1852, ch. 282; L. 1866, ch. 278, § 5; L. 1875, ch. 466, as amended by L. 1889, ch. 462; L. 1879, ch. 203; L. 1879, ch. 310; L. 1882, ch. 326; L. 1889, ch. 95, § 4; L. 1890, ch. 118, § 7; L. 1890, ch. 553; L. 1889, ch. 191, as amended by L. 1890, ch. 553; L. 1893, ch. 498.] 8. Real property of an incorporated association of present or former volunteer firemen actually and exclusively used and occu- pied by such corporation and not exceeding in value fifteen thou- sand dollars. [R. S., pt. 1, ch. 18, tit. 1, § 4, subd. 10, as added by L. 1891, ch. 163, with- out change.] 9. All dwelling-houses and lots of religious corporations while actually used by the officiating clergymen thereof, but the total amount of such exemption to any one religious corporation shall not exceed two thousand dollars. Such exemption shall be in addi- tion to that provided by subdivision seven of this section. [R. S., pt. 1, ch. 18, tit. 1, § 4, subd. 11, as added by L. 1892, ch. 565, with- out change of substance, except the last sentence, which is new.] 10. The real property of an agricultural society permanently used by it for exhibition grounds. [L. 1856, ch. 188, without change.] 11. The real property of a minister of the gospel or priest who is regularly engaged in performing his duties as such, or perma- nently disabled, by impaired health from the performance of such duties, or over seventy-five years of age, and the personal property of such minister or priest, but the total amount of such exemption on account of both real and personal property shall not exceed fif- teen hundred dollars. [Revisers’ Note. — R. S., pt. 1, ch. 18, tit. 1, § 4, subd. 8; R. S., pt. 1, ch. 18, tit. 1, § 5, without change of substance, except that after the word 43 674 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. Y “age” the words ‘“ when occupied as a home by such minister or priest” were stricken out.] 12. All vessels registered at any port in this state and owned by an American citizen, or association, or by any corporation, incorporated under the laws of the state of New York, engaged in ocean commerce between any port in the United States and any foreign port, are exempted from all taxation in this state, for state and local purposes; and all such corporations, all of whose vessels are employed between foreign ports and ports in the United States, are exempted from all taxation in this state, for state and local purposes, upon their capital stock, franchises and earnings, until and including December thirty-first, nineteen hundred and twenty-two. [Revisers’ Note.— L. 1881, ch. 483; R. S., as am. by L. 1892, ch. 661, § 2, without change, except that the poriod of exemption is extended from May 17, 1922, to Dec. 31, 1922.] 13. Goods owned by a foreign corporation on sale in the State of New York the proceeds of which are at once remitted to the home office, are not taxable. (People ex rel. Sherwin-Williams Co. v. Barker, 5 App. Diy., 246; overruling People ex rel. Martin Bros. Mfg. Co. v. Barker, 14 Mise., 382.) Foreign corporations are included within the terms of the act subject- ing non-residents doing business in this State to assessment and taxation on all sums invested in such business. A person or corporation liable to assessment and taxation under the act is not entitled to a deduction of debts. (People ex rel. Thurber, Whyland & Co., 141 N. Y., 118.) Prior to 1855, great numbers of persons doing business in this State, and having large amounts of moneys invested within its borders, never- theless chose to reside just outside its confines. Although these persons were non-residents of the State, yet they came daily within its boundaries for the purpose of doing business here, and had here large amounts of cap!- tal invested in their business, and yet under our laws they could not be reached for taxation. Their names could not be put upon an assessment- roll because they did not reside in any town or ward where an assess- ment could be made, and they had no agents or trustees who resided in the State against whom any assessment on account of such property could be made. To reach the non-resident for the purpose of subjecting such property to taxation was the object of chapter 37, Laws of 1855. (Hoyt v. Ccmrs. of Taxes, 23 N. Y., 224.) Foreign corporations are included within the terms of the act of 1855, ch. 37. (Life Ins. Co. v. Commrs. of Taxes, 1 Keyes, 303, cited in People ex rel. Bay State, etc, v. McLean, 80 N. Y., 254-259.) Hence it was said that a foreign corporation doing business in New York was properly taxable in the city of New York, where its principal place of business or office of the agency existed. And in this last cited case in 80 N. Y., it is said that the act of 1855 points out the mode of taxation, viz., “the same as if they were residents of the State;” and in referring to the mode of taxing a resident corporation it is found that it is to be taxed in the town or ward where it has a principal office or place for the trans- actiou of its financial concerns. The foreign corporation is not to be taxed in all things the same as if it were a resident, because the statuie expressly provides that it is only to be taxed for the sum invested in business in this State, and in order to tax it upon that sum no indebted- Provisions APPLICABLE To CorPoRATIONS. 677 The Revised Tax Law. ness should be allowed. The percentage, the form, the mode of the assess- ment and taxation upon the specific sum invested in business in this State are to be the same as if the person were a resident, but inasmuch as all the subjects of assessment against a non-resident are not within the jurisdiction of the State, but only the sum here invested, it is plain that it was never contemplated by the Legislature that such non-resident should have the right to make deductions from the sum by reason of debts, while the taxing authorities would have no right to balance such deductions by an assessment of other property of the non-resident not situated within the State. (People ex rel. Thurber, Whyland & Co., 141 N. Y., 118.) The assessment of a domestic corporation is made after a deduction for debts, because its capital and surplus are to be assessed at their actual value, which cannot be arrived at without considering and deducting debts. A foreign corporation is not thus taxed, and no inquiry is made as to the actual value of such capital or surplus, and as such value is not to be assessed or taxed, the debts should not be deducted from specific property here. (People ex rel. Thurber, Whyland & Co., 141 N. Y., 118.) A foreign corporation, having property in this State, can claim no exemption from taxation on account of the laws of its own State. (People ex rel. Savings Bk. of New London vy. Coleman, 135 N. Y., 231.) The proofs submitted by a foreign corporation to be used for the purpose of assessing the valuation of their personal estate within the State are conclusive upon such corporation, and even if shown to be false, cannot be corrected by proof on a reference to reduce or cancel the assessment; and no grievance will be considered upon a proceeding to review the action of assessors in aszecsing the value of personal property of a foreign corporation, not urged upon the assessors in the application to them for the reduction and correction of the assessment under review. (People ex rel. Hecker-Jones-Jewell Milling Co. v. Barker, 86 Hun, 148; citing People ex rel. German Looking Glass Plate Co. v. Barker, 75 Hun, 6.) Laws 1855, ch. 37, which is superseded by the foregoing section was held not to be in violation of the provisions of the Federal Constitution guaranteeing equal privileges and immunities to the citizens of each State in the several States; nor of those forbidding the imposition of duties on imported goods by a State. (Duer v. Small, 4 Blatchf., 269; 17 How. Pr., 201.) The act was intended to reach the capital of non-residents employed within this State in continuous trade, and not property sent here only to market for sale; so where a foreign corporation engaged in manufac- turing in another State transmitted to its agent here its manufactured product for sale, the proceeds being remitted at once, with the securities received for sales on credit, to the home office, it was not doing business in this State within the meaning of the act. (People ex rel. Parker Mills Co. v. Comrs. of Taxes, 23 N. Y., 242.) This provision applies only to the personalty of foreign corporations, and not to their real estate. (People ex rel. Keystone Gas Co. v. Assessors of Olean, 15 St. Rep., 462.) Securities, other than United States stock, deposited by a foreign insur- ance company with the Comptroller, as security for policy-holders are 678 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. liable to taxation. (Internat’!] Life Assur. Soc. v. Comrs, of Taxes, 28 Barb., 318.) A foreign corporation is liable to be taxed upon bonds of a municipality within this State, deposited with the State Comptroller under statutory requirements. Such bonds are personal property, and are to be regarded as invested in the business carried on. The place of assessment for pur- poses of taxation of a foreign corporation doing business in this State, is where the principal business of the corporation is carried on, not at the residence of the Comptroller of the State, even as to the securities deposited with him. (British Commercial Life Ins. Co. v. Comrs. of Taxes, 31 N. Y., 32; 28 How. Pr., 41.) That bonds and mortgages deposited by a foreign insurance company with the superintendent of insurance, may be reached by taxation, see Smyth v. International Life Assurance Co., 35 How. Py., 126; 8. C., 4 Abb. Pr., N. S. The fact that a foreign insurance corporation has ceased to issue new policies within the State, and confines its business to receiving yearly premiums and paying losses on outstanding policies only, does not exempt it from taxation. (Smyth v. International Life Assurance Co., 35 How. Pr., 126.) Where at the time of making the assessment-roll, the agent of a non- resident has moneys of his principal in bank, it is liable to taxation, though before the time for correcting the roll it has been withdrawn and used. (People ex rel. Westbrook v. Village of Ogdensburgh, 48 N. Y., 390.) Where a foreign banking company had an agency permanently estab- lished in the city of New York, to which it transmitted funds to be employed in temporary loans, subject at all times to its control and drafts, it was not liable to taxation here for the funds so employed, and the exemption from taxation of foreign capital sent to agents bere for invest- ment, etc., under Laws of 1851 (ch. 176, § 2), was not removed by the act of 1855, ch. 37. (People ex rel. Bank of Montreal v. Comrs. of Taxes, 59 N. Y., 40.) A foreign corporation doing business in this State, and having a prin- cipal office here, is taxable for moneys invested in such business, as the personal estate of a domestic corporation is taxed, in the town or ward of such office, and the assessment at such place must be exclusive, embracing all its personal property liable to taxation within this State. Assessment of personal property of a foreign corporation in the possession of an agent in a town, other than that of such office, by the assessors of that town, is void. (People ex rel. Bay State, etc., Co. v. McLean, 80 N. Y., 254; affirming 17 Hun, 204; 5 Abb. N. C., 187.) Moneys in the hands of a resident partner of a firm having its principal place of business in a foreign country, but which transacted business here, is subject to taxation, though the business here consisted of purchasing products for sale abroad, and the moneys were here only for that pur- pose. (Matter of McMahon, 66 How. Pr., 190.) Place of taxation of real property. § 9. When real property is owned by a resident of a tax district in which it is situated, it shall be assessed to him. When real Provisions APPLICABLE TO CoRPORATIONS. 679 The Revised Tax Law. property is owned by a resident outside the tax district where it is situated, it shall be assessed as follows: 1. When the property is occupied it must be assessed to the occupant. 9. If the occupant resides out of the tax district or if the land is unoccupied, it shall be assessed as nonresident, as hereinafter provided by article two. {R. S., pt. 1, ch. 18, tit. 2, §§ 1-3.] The only fact necessary to give assessors jurisdiction as to real estate is that it be situated within the town or ward of the assessor’s office. In making an assessment upon such land they have jurisdiction of the sub- ject-matter, and while an error committed by them may be subject to review, it will not make their proceedings void. (Van Rensselaer v. Cot- trell, 7 Barb., 127; affirmed in Seld. Notes, 25.) If the assessors have, in form, sufficiently assessed a lot to a person as owner, personally, ‘the court will assume for the protection of the officer that the circumstances necessary to give them jurisdiction to make the assessment, existed. (Johnson v. Learn, 30 Barb., 616.) The lands of railroad companies are to be assessed the same as those of residents in the towns in which they lie, and not as non-resident lands. (People ex rel. Dunkirk, etc., R. R. Co. v. Cassity, 46 N. Y., 46.) A railroad corporation is, for the purposes of taxation of its real estate, a resident of each town and county through which it passes, and is properly assessed in personam therefor. (Buffalo & State Line R. R. Co. v. Supervisors of Erie, 48 N. Y., 93.) For purposes of taxation, railroad companies are residents of the towns through which the roads pass. (People ex rel. Buffalo & State Line R. R. Co. v. Barker, 48 N. Y., 70; People ex rel. Buffalo & State Line R. R. Co. v. Fredericks, 48 Barb., 173; see, also, Mygatt v. Washburn, 15 N. Y., 319; Bissell v. Mich. South. & Northern Indiana R. R., 22 N. Y., 285; Whitney v. Thomas, 23 N. Y., 285; People ex rel. Hoyt v. Comrs. Taxes, 23 N. Y., 231; S. C., 21 How. Pr., 385; Brit. Com. Ins. Co. v. Comrs. Taxes, 18 Abb. Pr., 130; People ex rel. Stephens v. Halsey, 53 Barb., 552; S. C., 36 How. Pr., 502; Dorn v. Fox, 6 Lans., 163; Barlow v. St. Nich. Nat. Bk., 63 N. Y., 401; Trowbridge v. Horan, 78 N. Y., 439; Stewart v. Crysler, 100 N. Y., 378.) Occupied lands owned by persons not residents of the town or ward in which they were situated, in the absence of statutory provision, may be assessed against either owner or occupant. (Van Rensselaer v. Cottrell, 7 Barb., 127.) When real estate is assessed to the owner the name of the owner must be inserted in the roll; when it is assessed to the occupant, the name of the occupant should appear. Where real estate was assessed in the name of one not the owner, adding the words “or occupant” rendered the roll fatally defective, and would not support process against property in the possession of the occupant. (Du Bois v. Webster, 7 Hun, 371.) The roll should show all the facts necessary to justify the action of the collector. (Id.) 680 Provistons APPLICABLE TO CORPORATIONS. ———__, The Revised Tax Law. The corporation owning an elevated railway may be assessed therefor as real estate, though the fee of the land upon which it stands is in another person or corporation which may be exempt from taxation. (Peo- ple ex rel. N. Y. Elevated R. R. Co. y. Comrs. of Taxes, 82 N. Y., 459; affirming 19 Hun, 460.) While the assessors of a town have no jurisdiction of the person of a non-resident so as to charge him perscenally with a tax on land owned but not occupied by him, where the agent of such owner had appeared before the assessors and procured a reduction, without protest against the assess- ment against the owner, this was such a waiver as would bar an action by the owner for damages for an illegal assessment. (Hilton v. Fonda, 86 N. Y., 348.) Assessment to occupant need not indicate that the lands are non-resi- dent. (People er rel. Hoffman v. Bug, 138 Abb. N. C., 169.) Where by contract between the parties one owns the land and another the buildings upon it, each interest may be assessed to its owner. Where the owner of the buildings is lessee of the land, the fact that the lessor has a right of re-entry does not affect the lessee’s present interest, or his liability to assessment. (People ex rel. Muller v. Assessors of Brooklyn, 93 N. Y., 308.) Where lands of a non-resident of the county are occupied by a resident of the town where they are situated they must be assessed to the occu- pant. An assessment of them to the owner, or as non-resident lands is void. (Stewart v. Crysler, 100 N. Y., 378, reversing, in effect, 21 Hun, 285.) Followed in Calkins vy. Chamberlain, 28 W. D., 292. An assessment of land to a person who is neither owner nor occupant, is void. (Whitney v. Thomas, 23 N. Y., 281.) Non-resident lands are unoccupied lands not owned by a person resid- ing in the town or ward in which the same are situated. (Hampton v. Hamsher, 46 Hun, 147.) Taxation of real property divided by line of tax district. § 10. Ifa farm or lot is divided by a line between two or more tax districts, it shall be assessed to the owner in the district in which he resides. If the owner is not a resident of either dis- trict, it shall be assessed to the occupant in the district in which he resides. If the land is unoceupied and the owner does not reside in either district, the portion of such farm or lot lying in each district shall be separately assessed therein. If there are several owners of such a farm or lot residing in different districts each containing a part thereof, a majority of them may elect in which district it shall be assessed by serving a written notice thereof on the assessors of each district during the month of May, but if such owners do not make such election, the property shall be assessed in the tax districts in which it is located. If the boundary line of a tax district passes through a building any portion of which is used as a dwelling, the owner of such build- Provisions APPLICABLE To CoRPORATIONS. 681 The Revised Tax Law. ing, if occupying the same or residing in either tax district, and otherwise, the person occupying such building as a dwelling house, may elect in which district such building and the adjacent land, owned, occupied and connected therewith, shall be assessed, by serving a written notice of such election on the assessors of each tax district during the month of May; but if such election is not made, the property shall be assessed in the tax districts in which it is located. [{Revisers’ Note.— R. S8., pt. 1, ch. 18, tit. 2, § 4; L. 1888, ch. 342. The original law provides that where a tax district line divides an occupied farm or lot, it shall be taxed in the district where the occupant resides. This section changes the rule and taxes the land to the owner if he resides in either district. L. 1883, ch. 342, provides that where a dwelling house is divided by a tax district line, the occupant may elect in which district the land shall be taxed. This section allows the owner to elect, if he resides in either district.] Place of taxation of property of corporations. § 11. The real estate of all incorporated companies liable to taxation, shall be assessed in the tax district in which the same shall lie, in the same manner as the real estate of individuals. All the personal estate of every incorporated company liable to taxation on its capital shall be assessed in the tax district where the principal office or place for transacting the financial concerns of the company shall be, or if such company have no principal office, or place for transacting its financial concerns, then in the tax district where the operations of such company shall be carried on. In the case of toll bridges, the company owning such bridge shall be assessed in the tax district in which the tolls are collected; and where the tolls of any bridge, turnpike, or canal company are collected in several tax districts, the company shall be assessed in the tax district in which the treasurer or other officer authorized to pay the last pre- ceding dividend resides. {R. S., pt. 1, ch. 18, tit. 2, § 6, without change.] See cases cited under section 9, relative to real property, several of which are applicable under this section. Stock corporations which pay an annual tax to the Comptroller of the State as a franchise or license tax, are exempt from the payment of State taxes assessed by local authorities. (See section 202, post.) In case the statute under which a corporation is organized requires that its principal place of business, or its principal office, be designated in its certificate of incorporation, the statement is, as against the corporation, conclusive evidence of its residence, unless it has been changed pursuant to some statute. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341; People ex rel. Hdison Electric Light Co. v. Barker, 91 Hun, 594.) 682 Provistons APPLICABLE TO CORPORATIONS. The Revised Tax Law. The statement of location of its principal office or place of business is q condition precedent to the organization of a business corporation, and, should it appear that the location was willfully misstated in the certifi- cate, or in case the corporation should change its principal place of busi- ness, without effecting a legal change of residence, for the purpose of evading taxation, it might present a case under section 1798 of the Code of Civil Procedure for the attention of the Attorney-General. (People ex rel. Knickerbocker Press v. Barker, 87 Hun, 341.) Where a certificate of incorporation definitely states the location of the principal office of the company and adds a clause, “ or at such other place as the stockholders of the company might determine,’ the additional clause has no force, touching the residence of the corporation for the pur- poses of taxation, and must be treated as surplusage. (People ex rel. Edison Eleciric Light Co. v. Barker, 91 Hun, 594.) Residence of a corporation for the purposes of taxation cannot be inferred from the mere place of filing its certificate of incorporation. When the law under which it was formed does not fix its residence or require the location of its principal office to be stated in the certificate, its residence is deemed to be where its principal place of business is actu- ally situated. (Austen v. Hudson River Telephone Co., 73 Hun, 96; Austen v. Westchester Telephone Co., 8 Misc. R., 11; Oswego Starch Factory v. Dolloway, 21 N. Y., 454; Conroe v. Natl. Protection Ins. Co. 10 How. Pr., 403; Hubbard v. Same, 11 id., 149.) Railroad companies are residents of the towns through which the road runs. (Buffalo & State L. R. R. Co. v. Supervisors, etc, 48 N. Y., 93; People ex rel. Dunkirk &.F. R. R. Co. v. Assessors, 46 N. Y., 46; People ex rel. Buffalo & St. L. R. R. Co. v. Barker, 48 N. Y., 70; People ex rel. D. L. & W. R. R. Co. v. Reid, 64 Hun, 553.) When a law under which a corporation is organized requires the certifi- cate of incorporation to state the location of the principal office, and such location is stated in the certificate, the statement is conclusive evidence of the residence of the corporation for the purposes of taxation ‘under this section. (Austen v. Hudson Riv. Telephone Co., 73 Hun, 96; Western Transportation Co. v. Scheu, 19 N. Y., 408; Oswego Starch Factory v. Dolloway, 21 id., 449; Chesebrough Mfg. Co. v. Coleman, 44 Hun, 545; Union Steamboat Co. v. Buffalo, 82 N. Y., 351.) The issue as to the residence of a corporation for the purposes of taxa- tion is sufficiently raised by a denial that its principal place of business was fixed in its certificate, and an allegation that all its property, fran- chises, rights and business were outside the county. (Austen v. West- chester Telephone Co., 8 Misc. R., 11.) : A denial on information and belief of the allegations of the complaint in an action to collect personal taxes as to the proceedings for the assess- ment and levy of such tax, and that demand had been made therefor, raises no issue and is frivolous. (Id.) A receiver of taxes of New York city need not make a demand of the officer of a corporation before bringing an action to collect a tax levied against it. (Id.) But, see to the contrary U. S. Trust Co. v. Mayor, ete, of New York, 77 Hun, 182; Mcl.ean v. Manhattan Medicine Co., 54 N. Y. Super. Ct., 371, Provisions APPLICABLE TO CoRPORATIONS. 683 The Revised Tax Law. A tax for school purposes, of that part of a toll-bridge lying within a school district, assessed as real estate, is valid. (Hudson River Bridge Co. y. Patterson, 74 N. Y., 365; affirming 11 Hun, 527.) The general provision of 1 R. S., 389, § 5, authorizing the assessment of personal estate in the hands of an agent, against him, in the same manner as if he were owner, does not apply to corporations liable to tax- ation on their capital, which have a principal office within this State. (People ex rel. Bay State, etc., Co. v. McLean, 80 N. Y., 254; affirming 17 Hun, 204.) The location of the principal financial office of a corporation doing busi- ness in different places, indicated in its certificate, determines the place where it should be taxed. (Peter Cooper’s Glue Factory v. McMahon, 15 Abb. N. C., 314.) Cars on a railroad the owner of which is domiciled in another State, are not exempt from local taxation by reason of being instrumentalities used exclusively for interstate commerce. (Pullman Palace Car Co. v. Twombly, 29 Fed. Rep., 658.) As to the situs of rolling stock for purposes of taxation, see Marye v. Balt & Ohio R. R. Co., 127 U. S., 117. The persona) property, within this State, of corporations, both domestic and foreign, is taxable at the place where the principal office within this State is located, without regard to the particular situs of the property. (People ex rel. Keystone Gas Co. v. Assessors of Olean, 15 St. Rep., 461.) Taxation of corporate stock. § 12. The capital stock of every company liable to taxation, except such part of it as shall have been excepted in the assessment- roll or shall be exempt by law, together with its surplus profits or reserve funds exceeding ten per centum of its capital, after deduct- ing the assessed value of its real estate, and all shares of stock in other corporations actually owned by such company which are tax- able upon their capital stock under the laws of this state, shall be assessed at its actual value. [L. 1857, ch. 456, § 3, without change.] In assessing the capital stock of a corporation under this act the actual value of its capital stock, not the market value of its share stock, is to be considered; in other words, its actual tangible personal property and not its franchises. (People ex rel. Manhattan Ry. Co. v. Barker, 146 N. Y., 304.) It is not to be presumed that the indebtedness of a corporation represents its actual tangible property in addition to that represented by its capital stock. (Id.) In making an assessment the earnings of a cor- poration may be considered, and where they are such as to enable the com- pany to pay expenses, repairs, interest charges and a dividend of six per tent and still have a surplus, it may be assumed that its capital stock remains unimpaired, and that there are surplus assets sufficient to pay its outstanding indebtedness. (Id.) : When an assessment has been made with jurisdiction, and the property owner has paid, he cannot recover back the payment until the assessment 684 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. has been vacated or set aside in some appropriate proceeding. But this rule does not apply to defects in the proceeding which render the assess. ment void for want of jurisdiction. (Mutual Life Ins. Co. v. City of New York, 144 N. Y., 494.) While the petition for a writ of certiorari under chapter 269, Laws of 1880, must specify “the grounds of the alleged illegality,” only the con- clusions of fact need be stated, not the evidence necessary to support them; the petition is in this respect, in the nature of a pleading. (People ex rel. Commercial Mutual Ins. Co. v. Tax Comrs. of New York, 144 N. Y.,, 483.) The system for the review and correction of assessments by writ of certiorari under chapter 269, Laws of 1880, furnishes an exclusive remedy to the dissatisfied taxpayer where the illegality complained of consists, not in the lack of jurisdiction, but in the commission of errors on the part of the taxing officers, vitiating the assessment and laying it open to can- cellation or reversal. (United States Trust Co. v. City of New York, 144 N. Y., 488.) In determining the value of the real estate the assessors are not bound by the assessed valuation. This does not necessarily show the full value and the assessors may legally disregard it, and estimate the real estate at its actual value, even if it exceeds the assessed valuation. (Equitable Gas Light Co. v. Barker, 143 N. Y., 94, and cases therein cited.) A corporation declared a dividend on December 7, 1898, and made it pay- able January 10, 1894. The tax authorities fixed upon January 8, 1894, as the day upon which the taxable status of the corporation should be determined. Held, that the dividend was not a part of the “surplus profits or reserved funds” of the corporation, and was not taxable as property of the corporation under the foregoing section. (People ex rel. U. S. Trust Co. v. Barker, 86 Hun, 131.) Dividends declared, but payable in the future, belong to the shareholders of the corporation. (Id.) The market value of the shares of a corporation is an erroneous basis for determining the amount of the capital of the corporation liable to taxa- tion. It is the corporate assets constituting the capital that is the subject of taxation. (People ex rel. Bleecker St. and Fulton Ferry R. R. Co. v. Barker, 85 Hun, 210.) Unless a proper petition is presented the court is without jurisdiction to entertain certiorari proceedings. (People ex rel. Commercial Mut. Ins. Co. v. Tax Comrs. of N. Y., 88 Hun, 11.) Where it is sought to review aD assessment of property made for the purposes of taxation in any town, ward, village, or city, because of alleged illegality of the assessment, under the provisions of chapter 269, Laws of 1880, the petition must specify the particulars of the alleged illegality, and no general statement is sufli- cient. (Id.) In certiorari proceedings to review an assessment for taxation made by a city, proof should be made that the grievances complained of are the same as those urged upon the assessing officers, as only such grievances can be corrected upon certiorari. (Id.) In case the statute under which a corporation is organized requires that its principal place of business, or its principal office, be designated in its certificate of incorporation, the statement is, as against the corporation, conclusive evidence of its residence, unless it has been changed pursuant ee Provisions APPLICABLE TO CoRPORATIONS. 685 The Revised Tax Law. to some statute. (People ex rel. Knickerbocker Press vy. Barker, 87 Hun, 341.) The statement of location of its principal office or place of business is a condition precedent to the organization of a business corporation, and, should it appear that the location was willfully misstated in the certificate, or in case the corporation should change its principal place of business, without effecting a legal change of residence, for the purpose of evading taxation, it might present a case under section 1798 of the Code of Civil Procedure for the attention of the Attorney-General. (Id.) By chapter 269, Laws of 1880, power is given to review the valuation of property or the legality of placing it on the rolls for the purpose of taxation. The word “assessment” in that statute is used in the sense of valuation, not in the sense of final imposition of a specific sum for taxes. (People ex rel. Spencer v. New Rochelle, 83 Hun, 185.) In estimating the amount of personalty for purposes of taxation, just debts of the corporation must be deducted. The commissioners of taxes of New York city must value the property at its true value, and upon a review of the assessment upon the personal property of a corporation, they cannot be heard to say that their sworn valuation of the real estate was much less than its true value. Realty and personalty are to be separately assessed, and if the personalty be overvalued and the realty undervalued, the valuation of the personalty cannot be sustained on the theory that the undervaluation of the realty equals or exceeds the overvaluation of the personalty. (People ex rel. Equitable Gas Light Co. v. Barker, 81 Hun, 22.) The remedy prescribed by Laws of 1880, ch. 269, applies to assess- ments made in the city of New York, notwithstanding section 821 of the Consolidation Act. (Id.) Under the foregoing section, the assessed value of real estate owned by the corporation in this State must be deducted from the amount of taxable capital. (People ex rel. Butchers’ Hide & M. Co. v. Asten, 100 N. Y., 597; People ex rel. Twenty-third St. R. R. Co. v. Comrs. of Taxes, 95 N. Y., 554; see, also, People ex rel. Central Park, etc., R. R. Co. v. Comrs. of Taxes, 21 St. Rep., 350.) When the real estate is situated in another State or country the measure of the deduction is the actual value of such real estate, and if better evidence is not obtainable the price paid may be taken as representing that value, or the assessed value, if other evidence is lacking. (People ex rel. Panama R. R. Co. v. Comrs. of Taxes, 104 N. Y., 240; People ex rel. Fairfield Chemical Co. v. Coleman, 115 N. Y., 179.) Capital invested in United States bonds and shares of stock owned in such other corporations as are taxed in this State may be deducted from the amount of taxable capital. (People ex rel. Commonwealth Ins. Co. vy. Coleman, 112 N. Y., 565; People ex rel. Pacific Mail Steamship Co. v. _ Comrs. of Taxes, 64 N. Y., 541; People ex rel. Bk. of Commerce v. Same, 23 id., 192; International Life Assur. Soc. v. Same, 28 Barb., 318.) The franchise of a company, which may be deemed its business oppor- tunity and capacity, is the property of the corporation, but constitutes no part or element of its capital stock; while the same franchise does enter into and form part, and a very essential part, of the shareholder's capital stock. The capital stock of a company may be wholly in cash or in property, or both, which may be counted and valued. It may have in addition a surplus, consisting of some accumulated and reserved fund, 686 Provisions APPLICABLE TO CoRPORATIONS. a The Revised Tax Law. or of undivided profits, or both, but that surplus is no part of the cop. pany’s capital stock, and, therefore, is not itself capital stock. The capital cannot be divided and distributed; the surplus may be. But that surplus does enter into and form part of the share stock, for that repre. sents and absorbs into its own value surplus as well as capital, and the franchise in addition. So that the property of every stock corporation may consist of three separate and distinct things, which are its capital stock, its surplus, if any, and its franchise; but these three things, several in the ownership of the company, are united in the ownership of the shareholders. The share stock covers, embraces and represents all three in their totality, for it is a business photograph of all the corporate pos- sessions and possibilities. A corporation also may have no surplus, but, on the contrary, a deficiency which works an impairment of its capital stock. Its actual value is then less than its nominal or par value, while yet the share stock, strengthened by hope of the future and the support of earnings, may be worth its par, or even more. (People ex rel. Union Trust Co. v. Coleman, 126 N. Y., 483.) The phrase ‘“ capital stock’’ in the foregoing act means not the share stock, but the capital owned by the corporation, the fund required to be paid in and kept intact as the basis of the business enterprise. In taxing corporations, therefore, under said act the subject of valuation and assess- ment is never the share stock, but always the company’s capital and sur- plus which should be assessed at its actual value when that is known or ascertainable. (United States Trust Co. v. New York City, 77 Hun, 182; People ex rel. Union Trust Co. v. Coleman, 126 N. Y., 433; distinguishing Oswego Starch Co. v. Dolloway, 21 N. Y., 449; People ex rel. Comrs. of Taxes, 23 id., 192; People ex rel. Dolan, 36 id., 59; People ex rel. Ferguson, 88 id., 89; People ex rel. Bd. of Assrs., 39 id., 81; People ex rel. Comrs. of Taxes, 95 id., 554; Same v. Same, 104 id., 240; People ex rel. v. Asten, 100 id., 597; People ex rel. v. Coleman, 107 id., 541.) It is error on the part of the assessors to take the market value of shares as the “actual value” of the capital stock and base their assess- ment thereon, when the corporation presented to them a sworn state ment of its assets and liabilities, the truth of which was not questioned and which showed that there was nothing subject to assessment. (Peo- ple ex rel. Union Trust Co. v. Coleman, 126 N. Y., 433.) It seems, when the amount of capital and surplus are undisclosed and unknown, the assessors may consider the market value of the share stock and general condition of the company, not as the thing to be valued and assessed, but as an aid in discovering the value of that which is to be assessed; it seems, also, further resort may be had to such means of information when the amount of capital and surplus is stated, but the assessors have sufficient reason, founded upon competent proof, to dls believe the statement. (People ex rel. Union Trust Co. v. Coleman, 12 N. Y., 483.) When the evidence as to actual value of the capital stock and surplus of the corporation are uncontradicted and is full and complete, all the necessary facts having been established beyond any fair dispute, and no reason appearing for doubting the truth of such evidence, a refusal of tax officers to decide in accordance with it amounts to legal error, and Provisions APPLICABLE TO CoRPORATIONS. 687 The Revised Tax Law. may be reviewed and corrected on certiorari. (Edison General Elec. Co. v. Barker, 141 N. Y., 251; People ex rel. Edison Elec. Illuminating Co. v. Barker, 189 N. Y., 55; reversing 68 Hun, 513.) Where an assessment is illegal and void, or money is paid upon an illegal or erroneous assessment, to prevent an illegal seizure of his person or property by one claiming authority to seize the same, the amount may be recovered back in an action on the ground that the payment was com- pulsory, or by duress or extortion. (United States Trust Co. v. City of New York, 77 Hun, 182.) But where the payment is voluntary a protest with notice of au intent to reclaim is not sufficient to sustain a recovery in an action brought to recover back the amount thereof, as the voluntary character of the pay- ment still remains, notwithstanding the notice, and is fatal to the action. (Id.; distinguishing People ex rel. Warren v. Carter, 119 N. Y., 557.) Where assessors have jurisdiction to impose a tax, which is paid, it cannot be recovered back without first setting aside the assessment, and where, without first taking proceedings for such purpose, a voluntary payment is made, no recovery can be had, even though it be held that the assessment was excessive and erroneous. A tax voluntarily paid cannot, as a general rule, be recovered back, and it is immaterial that it has been illegally laid, the presumption being that all payments are volun- tary until the contrary is shown. (U. S. Trust Co. v. Mayor, etc., of New York, 77 Hun, 182; see, also, Trimmer v. Rochester, 130 N. Y., 401.) It tax officers having jurisdiction over the person and subject-matter proceeded upon a wrong basis, and thus made an erroneous assessment, as distinguished from an illegal one, it will not render the assessment void. Assessors cannot acquire jurisdiction to make assessments by deter- mining that they have it; their authority to act always depends upon the existence of the jurisdictional facts described in the statute. An erroneous assessment is one where the officers making the same have power to act, but err in the exercise of their power, and an illegal assess- ment is one where such officers have no power to act at all, and they are not aided by their decision that they have. (U. 8. Trust Co. v. Mayor, ete., of New York, 77 Hun, 182.) In the assessment of taxes upon a eeiporation under Laws of 1857, chapter 456, section 8, it is entitled to have its indebtedness deducted from the value of its corporate assets. (People ex rel. Second Av. R. R. Co. v. Barker, 141 N. Y., 196; People ex rel. Edison Elec. Illuminating Co. v. Same, 139 N. Y., 55; People ex rel. Union Trust Co. v. Coleman, 126 N. Y., 433.) This indebtedness must be taken into consideration in arriving at the value of the capital of a corporation. And when it is seen that the indebt- edness of a corporation is double the amount of all its assets, it follows upon the system adopted by the State for the assessment of corpora- tions that the actual value of the capital of such a corporation is zero. (People ex rel. Edison Elec. Illuminating Co. v. Barker, 1389 N. Y., 55; Teversing 68 Hun, 513.) The assessment of a domestic corporation is made after a deduction for debts, because its capital and surplus are to be assessed at their actual 688 Provistons APPLICABLE TO CORPORATIONS. The Revised Tax Law. value, which cannot be arrived at without considering and deducting debts. (People ex rel. Thurber, Whyland & Co., 141 N. Y., 118.) The question, whether an assessment upon patents issued by the United States and owned by a corporation, is legal, has been suggested, but not decided, by the Court of Appeals. (People ex rel. Edison Elec. Illuminat- ing Co. v. Barker, 139 N. Y., 55; see, also, People ex rel. Edison Gen. Elec. Co. v. Same, 74 Hun, 418.) The provision of the New York City Consolidation Act (§ 822, chap. 410, Laws of 1882), giving to the commissioners of taxes and assessments power to remit or reduce taxes after delivery of the books to the receiver of taxes, provided the party aggrieved shall satisfy them that he was prevented by absence from the city or illness from making his application within the time limited by the prior provisions of the act for correction, applies to domestic corporations. (People ex rel. N. Y. Hotel & Restaurant Co. v. Barker, 140 N. Y., 487.) Proceedings for the assessment of property are of a judicial character, and assessors in making assessments act judicially. (McLean v. Wyan- dance Brick & Terra Cotta Co., 188 N. Y., 158.) Therefore, where a party who deems himself aggrieved by the proposed action of assessors, appears before them, submits proof in support of his claims, asks and obtains a reduction of his assessment, without making other objection, he is pre- cluded from thereafter claiming that the assessors had no jurisdiction to tax him at all. (Id.) When the facts, which induce the tax commissioners of New York city to determine that a claim for reduction of an assessment is not founded in truth, are found in the sworn statement made by the corporation to the commissioners, which forms a part of the petition in certiorari pro- ceedings, it is not necessary that such facts should be also set up in the return. (People ex rel. Edison Gen. Elec. Co. v. Barker, 74 Hun, 418; construing and applying 139 N. Y., 55.) However, if the commissioners rely on facts not otherwise appearing in the proceeding, they must state them in their return to the court. If this is not done, a refusal of the commissioners to decide in accordance with the evidence furnished by the sworn statement of the aggrieved corporation, if sufficiently full, appar- ently truthful, and not contradicted, constitutes legal error. (Id.) When the sworn statement of a corporation on its application for a reduction of the assessment of the actual value of its capital, by exclud- ing the value of patent rights owned by it, alleges that. the value of the patent rights is unknown, although their cost is stated, such statement is not controlling evidence on the question of their value. Under such cir- cumstances, and in the absence of proof, it will not be presumed by the court, on the hearing of certiorari proceedings, that the commissioners erred in their estimate of the value of the patent rights, assuming (but not deciding) that patents are subject to State taxation. (People ex rel. Edison Gen. Elec. Co. v. Barker, 74 Hun, 418.) When the sworn statement of a corporation for a reduction of its assess- ment, states that it has declared a dividend for the year on its entire capital, such statement amounts to an assertion that the value of the cor- porate assets equaled its capital, and will justify commissioners in pre- ferring such evidence to that furnished by other allegations in the state- Provisions APPLICABLE TO CORPORATIONS. 689 The Revised Tax Law. ment, which it is claimed requires a reduction to be made in the assessed value of the assets, when, if the capital were impaired to the extent so claimed, it would follow that the directors of the corporation acted in violation of law in declaring the dividend. (People ex rel. Edison Gen. Elec. Co. v. Barker, 74 Hun, 418.) When 2 corporation has obtained from the taxing officers a reduction of its original assessment upon a verified statement seasonably made, it is precluded from thereafter obtaining from the courts, in certiorari proceedings, a further reduction upon a claim, then interposed for the first time, that the statement was erroneous. (People ex rel. German Looking Glass Plate Co. v. Barker, 75 Hun, 6.) Reports of corporations. § 27. The president or other proper officer of every moneyed or stock corporation deriving an income or profit from its capital or otherwise shall, on or before June fifteenth, deliver to one of the assessors of the tax district in which the company is liable to be taxed and, if such tax district is in a county embracing a portion of the forest preserve, to the comptroller of the state, a written state- ment specifying: 1. The real property, if any, owned by such company, the tax district in which the same is situated and, unless a railroad cor- poration, the sums actually paid therefor. 2. The capital stock actually paid in and secured to be paid in excepting therefrom the sums paid for real property and the amount of such capital stock held by the state and by any incorpo- rated literary or charitable institution, and 3. The tax district in which the principal office of the company is situated or in case it has no principal office, the tax district in which its operations are carried on. Such statement shall be verified by the officer making the same to the effect that it is in all respects just and true. If such state- ment is not made within twenty days after the fifteenth day of June, or is insufficient, evasive or defective, the assessors may com- pel the corporation to make a proper statement by mandamus. [Revisers’ Note.— R. S., pt. 1, ch. 18, tit. 4, §§ 1-3. The date of making the report is changed from July 1, to June 15. From subdivision 3 is omitted the statement of the tax district in which it is liable to be taxed, for § 11 of the chapter provides if the corporation has no principal office, it is liable to be taxed in the district in which the operations of the com- pany are carried on.] For form of report, see post, form No. 146. The valuation of the capital stock made by the secretary of a company in the statement to the assessors, is sufficient evidence of value upon 44 690 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. which to base the assessment, notwithstanding the company sought by certiorari to correct the assessment by deducting the amount of debts owed by it from the sum indicated in the statement, since the value of the franchises might make up the difference. (People ex rel. Buffalo Mut, Gas Light Co. v. Steele, 1 Buff. Super. Ct., 345.) Corporations may be assessed though no statement is made by them to the assessors as required by law, and such a statement when made is not conclusive upon the assessors; it is the judgment of the assessors that the law requires. (People ex rel. Manhattan Fire Ins. Co. v. Comrs. of Taxes, 76 N. Y., 64.) Assessors have jurisdiction to assess a corporation that omits to make a statement of its financial condition. If such a corporation omits to appear and demand a correction of the preliminary assessment, it can obtain no relief from overvaluation by certiorari. (People ex rel. The Mutual Union Tel. Co. v. Comrs. of Taxes, 99 N. Y., 254.) Nor does the failure to file such a statement prevent a party aggrieved from appearing before the assessors. (Id.) This case is distinguished from People ex rel. Mutual Un. Tel. Co. v. Comrs., 99 N. Y., 254, because in the latter case the relator did not appear before the commissioners on the grievance day, and hence was deemed to have waived any right of review. (Id.) It is the duty of a company to make the statement required, but the courts have no power to impose any other punishment than that pre- scribed by the statute, and a writ of certiorari will not be quashed on the ground that the return shows that no such statement has been made. (People ex rel. West Shore R. R. Co. v. Pitman, 9 St. Rep., 469.) Penalty for omission to make statement. § 28. In case of neglect to furnish such statements within thirty days after the time above provided, the company so neglect- ing shall forfeit to the people of this state for each statement s0 omitted to be furnished, the sum of two hundred and fifty dollars, and it shall be the duty of the attorney-general to prosecute for such penalty upon information which shall be furnished him by the comptroller. Upon such statement being furnished and the costs of the suit being paid, the comptroller, if he shall be satisfied that such omission was not willful, may, in his discretion, discontinue such suit. (R. S., pt. 1, ch. 13, tit. 4, §§ 4-5, without change.] Corporations, how assessed. § 31. The assessors shall assess corporations liable to taxation in their respective tax districts upon their assessment-rolls in the following manner: 1. In the first column the name of each corporation, and under its name the amount of its capital stock paid in and secured to be paid in; the amount paid by it for real property then owned Provisions APPLICABLE TO CoRPORATIONS. 691 The Revised Tax Law. by it wherever situated; the amount of all surplus profits or reserve funds exceeding ten per centum of their capital, after deducting therefrom the amount of said real property and the amount of its stock, if any, belonging to the state and to incorporated literary and charitable institutions. 2. In the second column the quantity of real property owned by such corporation and situated within their tax district. 3. In the third column the actual value of such real property. 4, In the fourth column the amount of the capital stock paid in and secured to be paid in and of all such surplus profits or reserve funds as aforesaid after deducting the sums paid out for all the real estate of the company wherever the same may be situated and then belonging to it, and the amount of stock, if any, belonging to the people of the state and to incorporated literary and charitable institutions. [R. S., pt. 1, ch. 18, tit. 4, § 6, without change in substance.] See the late decisions cited under section 12, ante. In determining the value of an elevated railroad structure for the pur- pose of taxation, no allowance can be made for the fact that its earnings have been decreased by the competition of street surface roads; nor does the corporation assessed acquire any equitable right to have this result considered in reduction of its taxes, beyond an examination of its effect upon the value of its structure where the construction of the street surface road has affected it. (Brooklyn Elevated R. R. Co. v. City of Brooklyn, 11 App. Div., 127.) The commissioners of taxes and assessments of the city of New York in endeavoring to ascertain the proper taxable valuation of the personal property of an elevated railroad, for the year 1895, may properly consider admissions made by the corporation in 1893, as to the value of its taxable property, statements made in its report to the Railroad Commissioners of the State for the year 1894, and the further fact that the corporation has been able to pay dividends at the rate of six per cent per annum, has met all its fixed charges and that it has a considerable surplus remaining. (People ex rel. Manhattan Ry. Co. v. Barker, 6 App. Div., 356.) A street railroad company is assessable, for the purpose of taxation on personality, upon its actual tangible property only, and not upon its fran- chise. (People ex rel. Coney Island & Bklyn. R. R. Co. v. Neff, 15 App. Div., 585.) No deduction is to be made for losses of capital, and no increase for accumulations, in the course of business of the company, but the amount paid and secured to be paid is taken as the true sum to be inserted in the assessment rolls. (Farmers’ Loan & Trust Co. v. Mayor, etc., of N. Y., 7 Hill, 261.) The word “ profits”’ generally means the gain which is made upon any business or investment when both receipts and expenditures are taken into account. (Id.) 692 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. To enable a corporation to have its name stricken from the assessment roll the affidavit must show that the company is not in receipt of any profits or income; an affidavit that it is not in receipt of any net profits or income is insufficient. (People ex rel. McMaster v. Supervisors of Niagara, 4 Hill, 20.) A railroad corporation is not liable to taxation upon its capital as per- sonal estate, for that part thereof which is invested in the lands over which it runs, and in the railways and other fixtures connected therewith; but that part of the corporate property is to be taxed in the several towns and wards in which the same is situated, as real estate, and at its actual value at the time of the assessment. (Mohawk & Hudson R. R, Co, y. Clute, 4 Paige, 384.) And it seems it is liable to be so taxed on its real estate, though it is not in receipt of any profits or income. (People ex rel. McMaster y. Supervisors of Niagara, 4 Hill, 20.) The capital stock of a railroad corporation which is not invested in its railways, or other real estate, is to be taxed as personal property, in the town or ward where the principal office or place for transacting the ‘finan- cial concerns of the company is situated. (Mohawk & Hudson R. R. Co. v. Clute, 4 Paige, 384.) The estate of a corporation which is taxable as personalty, is only that portion of its capital which is not invested in real estate, though the capital of a corporation embraces the whole of its stock paid in or secured to be paid, whether invested in real or personal property. (Utica Cottou M’f’g. Co. v. Supervisors of Oneida, 1 Barb., Ch. 432.) Under Laws 1857, ch. 456, § 3, the capital stock is to be assessed at its actual value irrespective of the nominal par value. (Oswego Starch Fac- tory v. Dolloway, 21 N. Y., 449.) It could not have been intended by L. 1857, ch. 456, § 3, that the value of the surplus should be assessed in addition to the value of the capital stock, for the valuation placed upon the latter should include the former. (People ex rel. Twenty-third St. R. R. Co. v. Comrs. of Taxes, 95 N. Y., 554.) An accumulation of surplus profits of a gas-light company, invested in mains and upon which certificates bearing interest had been issued to its stockholders, redeemable in money or in stock, are liable to taxation as the property of the company; held also that the issue of such certificates did not create an indebtedness to be deducted, since the company had tbe option to exchange stock for them. (People ex rel. Williamsburgh Gas- Light Co. v. Assessors of Brooklyn, 76 N. Y., 202.) In the absence of sworn testimony, the assessors may ascertain the value of the capital stock of a corporation from other sources as they do in valuing real estate. (People ex rel. Panama Mail S. 8. Co. v. Comrs. of Taxes, 46 How. Pr., 315.) , The rule of taxation as to corporations, when based upon the amount of capital paid in, is, after deducting the amount paid out for real estate from the capital, to assess the remaining capital at its actual value, leav- ing the real estate to be assessed like that of individuals in the town or ward where it is situated. (People ex rel. Citizens’ Gas Light Co. ¥. Assessors of Brooklyn, 39 N. Y., 81; People ex rel. Am. Linen Thread Co. v. Assessors of Mechanicville, 6 Lans., 105.) Pzovistons APPLICABLE To Corporations. 693 The Revised Tax Law. The indebtedness of a corporation is to be considered in estimating the value of its capital stock. (People ex rel. Pacific Mail 8. S. Co. v. Comrs. of Taxes, 46 How. Pr., 315; 1 Thomp. & C., 611.) In assessing the capital of a corporation under L. 1857, ch. 456, § 3, the actual value of the stock is the basis, and where it is of no value, because of its indebtedness exceeding its assets, it should not be assessed. (People ex rel. West Side & Yonkers Ry. Co. v. Comrs. of Taxes, 31 Hun, 32.) The capital stock of a corporation is properly assessed at its actual and not its par value. (People ex rel. Panama R. R. Co. v. Comrs. of Taxes, 64 How. Pr., 405.) Upon au application for a reduction on personal property as being with- out the State, the value of the property must be distinctly shown; the amount of payments on account of it are not sufficient. (People ex rel. Pacific Mail S. S. Co. v. Comrs. of Taxes, 64 N. Y., 541; affirming 5 Hun, 200.) Upon an application by a corporation to have its assessment stricken out, upon affidavit showing that its debts exceeded the value of its per- sonal property, it did not appear that the capital stock, uninvested in real estate, did not exceed the sum assessed against it; held, that there was no error in the refusal of the assessors to strike out the assessment. (Peo- ple ex rel. Utica & B. R. R R. Co vy. Shields, 6 Hun, 556.) The assessors are to ascertain the present value of the capital stock, and from this to deduct the assessed value of the real estate, and the fact that the whole capital was originally invested in real estate does not preclude them from doing this. While the indebtedness of a corporation is a proper subject for consideration in estimating the value of the capital stock, there is no provision of law which authorizes a deduction from the value after the estimate is made. (People ex rel. Butchers, ete., Co. v. Asten, 100 N. Y., 597.) Assessors may resort to any or all tests that they think will be most likely to give them the actual value of the stock, i. e., either ‘‘ book value” or market value. The latter is usually, though not always, the best test of the value of the stock of a going concern. The Supreme Court alone has power to correct the judgment of assessors, when they have taken a wrong test in valuing capital stock for assessment. If a standard of value be taken that is not, in fact, any measure of value, the case is different. (People ex rel. Knickerbocker Fire Ins. Co., 107 N. Y., 541.) Assessment of omitted property. § 33. The assessors of any tax district shall, upon their own motion, or upon the application of any taxpayer therein, enter in the assessment-roll of the current year any property shown to have been omitted from the assessment-roll of the preceding year, at the valuation of that year, or if not then valued, at such valuation as the assessors shall determine for the preceding year, and such val- uation shall be stated in a separate line from the valuation of the curtent year. [L. 1865, ch. 458, § 1. The original law provides that the omitted prop- erty shall be assessed on the application of three taxpayers. This section 694 Provistons APPLICABLE TO CoRPORATIONS. The Revised Tax Law. authorizes the assessors to make the assessment on their own motion or on the application of one taxpayer. Otherwise there is no change of substance. ] Under L. 1865, ch. 458, § 1, the duty of the assessors is ministerial, and they have no discretionary power; if the property was valued the year it was omitted, they must enter it at such valuation; if not, and it was upon the roll of the year next preceding the year it was omitted, they must enter it at the valuation upon the roll of the earlier year; if it was not valued in one of those years they have no power to enter it. The valuation required is that upon the previous roll. The assessors cannot increase it. (People ex rel. Oswald v. Goff, 52 N. Y., 434.) The provisions of L. 1865, ch. 453, do not authorize reassessment of omitted taxes without notice, nor after the completion of the roll for the current year. (Overing v. Foote, 65 N. Y., 263.) A corporation liable to taxation under L. 1880, ch. 542, having been inadvertently omitted from assessment for city and county purposes, for one year, it could be taxed therefor under the provisions of L. 1865, ch. 453, upon the roll of the succeeding year. (People ex rel. Brooklyn City R. R. Co. v. Assessors of Brooklyn, 92 N. Y., 430.) A tax against a resident returned as unpaid, is chargeable, in the subse- quent year, against the land assessed only. (Jewett v. Lamphear, 20 N. Y. Weekly Dig., 232.) The provisions of L. 1865, ch. 453, being a part of the general system of taxation, are not subject to the constitutional objection that they do not require a notice or hearing, since the general notice of the completion of the assessment-roll covers them. (People ex rel. Brooklyn City R. R. Co. v. Assessors of Brooklyn, 92 N. Y., 480.) Debts owing to nonresidents of the United States, how assessed. § 34. Every agent in any county of a nonresident creditor hav- ing debts owing to him, taxable in any county of the state, shall annually, on or before June first, furnish to the county treasurer of the county where the debtor resides, a true and accurate state- ment verified by his oath, of such debts owing on the first day of May next preceding in each town or ward in such county. The county treasurer shall, immediately upon the receipt of such state- ment, make out and transmit to the assessors of every tax district in the county in which any such debtor resides, a copy of so much of such statement as relates to the tax district of such assessors, with the name of the creditor. The assessors on receipt of such state- ment from the county treasurer shall, within the time in which they are required to complete the assessment-roll, enter therein the name of such non-resident creditor, and the aggregate amount due him in such tax district on the first day of May next preceding, in the same manner as other personal property is entered on the roll, adding the name of the debtor owing such debt. Provisions APPLICABLE TO CoRPoRATIONS. 695 The Revised Tax Law. Any agent neglecting or refusing without good cause to furnish such statement to the county treasurer shall forfeit to the county in which the debtor resides the sum of five hundred dollars, recov- erable by the district attorney, if the existence of such debts was known to the agent. [Revisers’ Note.— L. 1851, ch. 371, §§ 2-5, without change of substance, except that the date for rendering the statement is changed from July twenty-fifth to June first. The act from which this section is derived (L. 1851, ch. 371), makes debts due to nonresidents of the United States for the purchase of real property, taxable as personal property within the State. The act would seem to raise a serious question as to the jurisdic- tion of the State to assess nontangible personal property, where the owner thereof resides without the State. There appears, however, to have been no authoritative decision of the courts of this State as to the power of the Legislature to pass the act. Cooley lays down the rule broadly that “ Debts owing to foreign credi- tors by either corporations or individuals are not the subject of taxation. The creditor cannot be taxed, because he is not within the jurisdiction, and the debts cannot be taxed in the debtors’ hands, through any fiction of the law, which is to treat them as being for this purpose, the property of the debtor.’”’ (Cooley on Taxes, p. 22.) The leading case upon the subject is reported in 15 Wall., 300, in which an attempt was made to tax in the State of Pennsylvania the bonds of a Pennsylvania railroad company, secured by mortgage, and held by non- residents of the State. The Supreme Court of the United States laid down the rule unequivocally that credits of that sort were not within the juris- diction of the State, so as to render them subject to taxation; and again in Kirkland v. Hotchkiss, 100 United States, 491, the Supreme Court laid down the reverse proposition “that a debt for the purpose of taxation is situated at the domicile of the creditor, although secured by mortgage upon real estate situated in another State.” The Supreme Court of Ohio, in Myers v. Seaberger, 45 Ohio St., 232, held “that a loan of money secured by mortgage on real estate is a credit within the meaning of the statutes of this State, providing for taxation of property, and that where the creditor resides in another State, is not subject to taxation in this, although the securities are in the hands of an agent here who collects interest.” The State of Michigan has a law, however, which provides for the taxation of mortgages upon real property within the State, wherever and by whomever held. The Supreme Court of the State, in Common Council v. Assessors, 91 Michigan, 78 (1892), upheld the law upon the argument that the interest of the mortgagee was a tangible interest within the State, enjoying the protection of the laws of the State. The court attempts to distinguish the decision of the Supreme Court of the United States, in 15 Wallace, on the ground that that case referred to the taxation of credits generally and not to an interest which the State could tax as real prop- erty within its jurisdiction. The law has stood upon the statute books for so many years, appar- ently never having been seriously questioned, that the commissioners have 696 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. deemed it best to include it within their revision, leaving to the Legisla- ture the responsibility of repealing it without re-enactment, if such course is deemed desirable.] Notice of completion of assessment roll. § 85. The assessors shall complete the assessment-roll on or before the first day of August, and make out one copy thereof, to be left with one of their number, and forthwith cause a notice to be conspicuously posted in three or more public places in the tax dis- trict, stating that they have completed the assessment-roll, and that a copy thereof has been left with one of their number at a specified place, where it may be seen and examined by any person until the third Tuesday of August next following, and that on that day they will meet at a time and place specified in the notice to review their assessments. In any city the notice shall conform to the require- ments of the law regulating the time, place and manner of revising assessments in such city. During the time specified in the notice the assessor with whom the roll is left shall submit it to the inspec- tion of every person applying for that purpose. [R. S., pt. 1, ch. 13, tit. 2, §§ 19-21.] Hearing or complaints. § 36. The assessors shall meet at the time and place specified in such notice, and hear and determine all complaints in relation to such assessments brought before them, and for that purpose they may adjourn from time to time. Such complainants shall file with the assessors a statement, under oath, specifying the respect in which the assessment complained of is incorrect, which verification must be made by the person assessed or whose property is assessed, or by some person authorized to make such statement, and who has knowledge of the facts stated therein. The assessors may admin- ister oaths, take testimony and hear proofs in regard to any such complaint and the assessment to which it relates. If not satisfied that such assessment is erroneous, they may require the person assessed, or his agent or representative, or any other person, to appear before them and be examined concerning such complaint, and to produce any papers relating to such assessment with respect to his property or his residence for the purpose of taxation. If any such person, or his agent or representative, shall willfully neglect or refuse to attend and be so examined, or to answer any material question put to him, such person shall not be entitled to any reduc- tion of his assessments. Minutes of the examination of every per- son examined by the assessors upon the hearing of any such com- Provisions APPLICABLE TO CORPORATIONS. 697 The Revised Tax Law. plaint shall be taken and filed in the office of the town or city clerk. The assessors shall, after said examination, fix the value of the prop- erty of the complainant and for that purpose may increase or diminish the assessment thereof. [Revisers’ Note.— R. S., pt. 1, ch. 18, tit. 2, § 20; L. 1857, ch. 176, §§ 6, 7. The provision that the complaint shall be in writing and filed with the assessors is new. L. 1857, ch. 176, § 6, requires the examination to be sub- scribed by witness and filed in town clerk’s office, while section 36 merely requires the minutes of the testimony to be so filed. Otherwise there is no change of substance.] Correction and verification of tax-roll. § 37. When the assessors, or a majority of them, shall have completed their roll, they shall severally appear before any officer of their county, authorized by law to administer oaths, and shall severally make and subscribe before such officer an oath in the following form: “We, the undersigned, do severally depose and swear that we have set down in the foregoing assessment-roll all the real estate situated in the tax district in which we are assessors, according to our best information; and that, with the exception of those cases in which the value of the said real estate has been changed by reason of proof produced before us, we have estimated the value of the said real estate at the sums which a majority of the assessors have decided to be the full value thereof; and, also, that the said assessment-roll contains a true statement of the aggregate amount of the taxable personal estate of each and every person named in such roll over and above the amount of debts due from such persons, respectively, and excluding such stocks as are other- wise taxable, and such other property as is exempt by law from taxation, at the full value thereof, according to our best judgment and belief,” which oath shall be written or printed on said roll, signed by the assessors and certified by the officer. [Revisers’ Note.— L. 1851, ch. 176, without change of substance, except that the provision of section 8, that a false oath is perjury, is omitted as being fully covered by section 96 of the Penal Code.] Filing of roll and notice thereof. § 88. The assessment-roll when thus completed and verified shall be filed on or before September first, in the office of the town or city clerk, there to remain for fifteen days for public inspection. The assessors shall forthwith cause a notice to be posted conspic- uously in at least three public places in the tax district and to be published in one or more newspapers, if any, published in the town 698 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. or city, that such assessment-roll has been finally completed and stating that it has been so filed and will be there open to public inspection. At the expiration of such fifteen days, the town or city clerk shall deliver such roll to a supervisor of the tax district embraced therein. [Revisers’ Note— R. S., pt. 1, ch. 13, tit. 2, § 27; L. 1880, ch. 269, § 9, without change of substance.] Assessors to apportion valuation of railroad, telegraph, telephone, or pipe line companies between school districts. § 39. The assessors of each town in which a railroad, telegraph, telephone or pipe line company is assessed upon property lying in more than one school district therein, shall, within fifteen days after the final completion of the roll, apportion the assessed valuation of the property of each of such corporations among such school dis- tricts. Such apportionment shall be signed by the assessors or a majority of them, and be filed with the town clerk within five days thereafter, and thereupon the valuation so fixed shall become the valuation of such property in such school district for the purpose of taxation. In case of failure of the assessors to act, the super visor of the town shall make such apportionment on request of either the trustees of any school district or of the corporation assessed. The town clerk shall furnish the trustees a certified state- ment of the valuations apportioned to their respective districts. In case of any alteration in any school district affecting the valuation of such property, the officer making the same shall fix and deter- mine the valuations in the districts affected for the current year. [L. 1867, ch. 694, §§ 1-5, without change of substance.] Correction of errors by board of supervisors. § 53. If it shall be made to appear to the board of supervisors of any county, upon the verified petition of the assessors of any tax district: First. That any property taxable therein has, by any mistake in transcribing or copying the assessment-roll of the preceding year, been placed on the assessment-roll delivered to the supervisor, at a valuation less than actually appearing upon the original roll signed by the assessors, such board shall insert in the assessment-roll of the current year an assessment of the property upon the valuation equal to the difference between the actual valuation made by the assessors and the amount at which, by such mistake, the property was placed upon the roll of the preceding year, and tax the same at Provisions APPLICABLE To CORPORATIONS. 699 The Revised Tax Law. the rate per centum imposed upon property in such tax district in the year in which the mistake occurred. Second. That any taxable property therein has been omitted from the assessment-roll of the preceding year, such board shall place the same on the roll of the current year at its valuation for the preceding year, to be fixed by the assessors in their petition, and shall tax the same at the rate per centum of the preceding year. Third. That taxable property has been omitted from the assess- ment-roll, for the current year, such board shall place the same thereon at a valuation to be fixed by the assessors in their petition, and shall tax the same at the rate per centum of the current year. A copy of the petition under the second or third subdivision of this section, with a notice of the presentation thereof to the board of supervisors, shall be served personally on the person alleged to be liable to taxation for the land omitted from the assessment-roll, at least ten days before the meeting of the board of supervisors; and the board of supervisors shall take no action on such petition, unless proof of the personal service of such petition and notice be made to them by affidavit. The board of supervisors shall give to the person alleged to be liable to taxation for such omitted land, an opportunity to be heard, and on such hearing and review the board of supervisors shall have, as to such omitted property all the powers of the assessors of a tax district in reviewing and correcting the assessment-roll. The whole amount of tax levied upon lana or property omitted in the tax levy of the preceding year shall be deducted from the aggregate of taxation to be levied on the tax district for the cur- rent year before such tax is levied. [L. 1865, ch. 453, §§ 2-4. The paragraph requiring notice to be served on the person alleged to be taxable and giving him opportunity to be heard by board is new.] Reassessment of property illegally assessed. § 54. Whenever by the final judgment of a court of competent jurisdiction, it appears to the board of supervisors that any property liable to taxation in any year was erroneously or illegally assessed, and that by reason of such erroneous or illegal assessment, such property did not become subject to taxation for such year, the board shall place the same on the roll of the current year at the valuation thereof, if any, fixed by the assessors for such preceding year; and in case no valuation was fixed by the assessors, such prop- erty shall be assessed by the board at such valuation as they may 700 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. determine for the preceding year. Before fixing such valuation, the board of supervisors shall give to the owners of such property, at the time of the assessment by the board, a notice of at least five days and an opportunity to be heard, and on such hearing, the board shall have, as to such property, all the powers of the assessors of a tax district in reviewing and correcting an assessment-roll. Such property shall be taxed at the rate per centum of such preceding year. The whole amount of tax on property levied in pursuance of this section shall be deducted from the aggregate of taxation to be levied on the tax district for the current year, before such tax is levied. [New.] Statement of taxes upon certain corporations by clerk of supervisors. § 57. The clerk of each board of supervisors shall, within five days after the tax warrant is completed, deliver to the county treas- urer, a statement showing the names, valuation of property and the amount of tax of every railroad corporation and telegraph, tele- phone and electric-light line in each tax district in the county, and on refusal or neglect so to do, shall forfeit to the county the sum of one hundred dollars, to be sued for by the district attorney in the name of the county. [Revisers’ Note.— County L. (LL. 1892, ch. 686), § 53, without change of substance, except that § 53 of the county law only requires the state ment to specify the town or city in which the corporation is assessed.] Section 53 of the County Law is not repealed unless by implication. Statement of valuation to be forwarded to comptroller. § 58. The clerk of each board of supervisors shall, on or before the second Monday in December, transmit to the comptroller, in the form to be prescribed by such comptroller, a certificate or return of the aggregate assessed and equalized valuation of the real and personal estate in each tax district as the valuation of such real estate has been corrected by such board, and the amount of tax assessed thereon for town, city, school, county and state purposes. Also the names of the several incorporated companies liable to taxation in such county, the nature of their business, the amount of the capital stock paid in and secured to be paid in by each, the amount of real and personal property of each as put down by the assessors, or by it, the amount of taxes assessed on each, and the amount of personal property on which each such corpora tion is exempt on account of the payment of state taxes on its Provisions APPLICABLE TO CORPORATIONS. 701 The Revised Tax Law. capital. In the city of New York such report shall be made by the clerk of the board of aldermen, and for the purpose of making such report he may require any department or board of such city to fur- nish the necessary information. [Revisers’ Note.— R. &., pt. 1, ch. 13, tit. 2, § 34; R. S., pt. 1, ch. 18, tit. 4, § 16, without change of substance, except that a date is fixed for the transmission of the certificate, and the report is to be made on the basis of “tax districts” instead of towns and wards.] Notice by collector. § 70. Every collector, upon receiving a tax roil and warrant, shall forthwith cause notice of the reception thereof to be posted in five conspicuous public places in the tax district, specifying one or more convenient places in such tax district, where he will attend from nine o’clock in the forenoon until four o’clock in the after- noon, at least three days, and if in a city, at least five days, in each week for thirty days from the date of the notice, which shall be the date of the posting or first publication thereof, which days shall be specified in such notice, for the purpose of receiving the taxes assessed upon such roll. The collector shall attend accordingly, and any person may pay his taxes to such collector at the time and place so designated, or at any other time or place. In a city, the notice in addition to being posted shall be published once in each week, for two weeks successively, in a newspaper published in such city. [Revisers’ Note.— L. 1845, ch. 180, § 29. In a city the notice is required to specify five days in the week and be published for two weeks. This provision is new. Otherwise, there is no change in substance.] Collection of taxes. § 71. After the expiration of such period of thirty days, the collector shall call, at least once, on every person taxed upon such roll, whose taxes are unpaid, at his usual place of residence, if he is an actual inhabitant of such tax district, and demand payment of the taxes charged to him on his property. If any person shall neglect or refuse to pay any tax imposed on him, the collector shall levy upon any personal property in the county belonging to or in the possession of any person who ought to pay the tax, and cause the same to be sold at public auction for the payment of such tax, and the fees and expenses of collection; and no claim of property to be made thereto by any other person shall be available to prevent such sale. Public notice of the time and place of sale of the prop- erty to be sold shall be given by posting the same in at least three 702 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. public places in the tax district where the sale is to be made, at least six days previous thereto. If the proceeds of such sale shall be more than the amount of such tax, the fees of the collection and the expenses of the sale, the surplus shall be paid to the person against whom the tax was assessed. If any other person shall claim the surplus, on the ground that the property sold belonged to him, and such claim be admitted by the person for the payment of whose tax the sale was made, such surplus shall be paid to such other per- son. If such claim be contested by the person for the payment of whose tax the property was sold, such surplus shall be paid over by the collector to the supervisor of the town, who shall retain the same until the rights of the parties thereto shall be determined by due course of law, or by agreement in writing made by them and filed with the supervisor. [Revisers’ Note.— R. S., pt. 1, ch. 18, tit. 3, §§ 1, 8, 4,5; R.S.,, pt. 1, ch, 18, tit. 8, § 2, as am. by L. 1892, ch. 196; R. S., pt. 1, ch. 13, tit. 4, § 17, eonsolidated without change of substance, except that the provision of the last sentence allowing an agreement to be filed with the supervisor is new. So, also, is the provision that the tax may be collected out of any property in the county instead of the district. Section 265 of revision, provides the method by which a disputed claim to surplus is determined.] It is a misdemeanor to interfere with a tax officer in the performance of his duties. (Penal Code, § 475.) Payment of taxes by railroad and certain other corporations. § 78. Any railroad, telegraph, telephone or electric-light com- pany may, within thirty days after receipt of notice by the county treasurer from the clerk of the board of supervisors, pay its tax, with one per centum fees, to the county treasurer, who shall credit the same with such fees to the collector of the tax district, unless otherwise required by law. If not so paid the county treasurer shall notify the collector of the tax district where it is due, and he shall then proceed to collect under his warrant. Until such notice from the treasurer the collector shall not enforce payment of such taxes, but may receive the same, with the fees allowed by law, at any time. [Revisers’ Note.— L. 1870, ch. 506, §§ 2-5; L. 1886, ch. 659, § 5, without change of substance. Section 56 of revision, provides for the filing of statement by clerk of board of supervisors with the county treasurer. Section 81 of revision provides the fees of collectors.] To sustain a suit to collect a tax the production of the assessment-roll and warrant is not sufficient. A previous demand and default should be proved. (Thompson v. Gardner, 6 Wend., 404.) Pxovistons APPLICABLE TO CORPORATIONS. 703 The Revised. Tax Law. Enforcement of tax against telegraph, telephone and electric-light lines. § 74. Collection of tax against a telegraph, telephone or elec- tric-light line may be enforced by sale of the instruments and bat- teries connected with such line, and in case there is not sufficient personal property, together with such instruments and batteries, to pay such tax and the percentage due the collector, he shall return a statement thereof to the county treasurer as other unpaid taxes are returned, and the county treasurer shall proceed to sell such part of the line in the tax district where the tax was levied as may be necessary to satisfy the unpaid taxes and percentage, in the manner now provided by law for the sale of lands on execution, and upon such sale shall execute to the purchaser a conveyance of such part of said line, and the purchaser shall thereupon become the owner thereof. Nothing herein contained shall be construed to prevent collection of such taxes by any procedure now provided by law. TL. 1886, ch. 659, §§ 3, 6, without change.] Organization tax. § 180. The tax prescribed by section 180 is not an annual tax, but a tax imposed upon new corporations for the privilege of organization. For the full text of this section, decisions thereunder and table showing the tax payable upon various amounts, see pages 73-75, ante. License tax on foreign corporations. § 181. For the text of the foregoing section and of chapter 240, Laws of 1895, upon the same subject, see pages 76. 77, ante. Franchise tax on corporations. § 182. Every corporation, joint stock company or association incorporated, organized or formed under, by or pursuant to law in this state, shall pay to the state treasurer annually, an annual tax to be computed upon the basis of the amount of its capital stock employed within this state and upon each dollar of such amount, at the rate of one-quarter of a mill for each one per centum of divi- dends made and declared upon its capital stock during each year ending with the thirty-first day of October, if the dividends amount to six or more than six per centum upon the par value of such capi- tal stock. If such dividend or dividends amount to less than six per centum on the par value of the capital stock, the tax shall be at the rate of one and one-half mills unon such portion of the capital 704 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. stock at par as the amount of capital employed within this state bears to the entire capital of the corporation. If no dividend is made or declared, the tax shall be at the rate of one and one-half mills upon each dollar of the appraised capital employed within the state. If such corporation, joint stock company or* association shall have more than one kind of capital stock, and upon one of such kinds of stock a dividend or dividends amounting to six, or more than six per centum, upon the par value thereof, has been made or declared, and upon the other no dividend has been made or declared, or the dividend or dividends made or declared thereon, amount to less than six per centum upon the par value thereof, then the tax shall be at the rate of one-quarter of a mill for each one per centum of dividends made or declared upon the capital stock upon the par value of which the dividend or dividends made or declared amount to six or more than six per centum, and in addition thereto a tax shall be charged at the rate of one and one-half mills upon every dollar of the valuation made in accordance with the provisions of this act of the capital stock upon which no dividend was made or declared, or upon the par value of which the dividend or dividends made or declared did not amount to six per centum. Every corporation, joint stock company or association organized, incorporated or formed under the laws of any other state or coun- try, shall pay a like tax for the privilege of exercising its corporate franchises or carrying on its business in such corporate or organized capacity in this state, to be computed upon the basis of the capital employed by it within this state. [Revisers’ Note.— L. 1882, ch. 261, § 3, as amended by L. 1890, ch, 522; L. 1882, ch. 361; L. 1894, ch. 562. This section changes the system of tax- ing corporations, which declare a dividend of less than six per centum, by imposing a tax of one and one-half mills upon such portion of the capital stock at par as the amount of capital employed within the State bears to the entire capital of the corporation. Heretofore such corpora- tions were taxed in the same manner as corporations which declared no dividend.] For forms of report, see post, forms Nos. 124, 125. The provisions of this act are not in violation of either the State or Federal Constitution. (Matter of Tiffany & Co., 80 Hun, 486; citing Peo- ple v. Home Ins. Co., 92 N. Y., 328; People v. Horn Silver Mining Co., 105 N. Y., 76, and Home Ins. Co. v. New York, 134 U. S., 594; People v. Gold & Stock Tel. Co., 98 N. Y., 67; People v. Equitable Trust Co. of New London, 96 N. Y., 387.) * This word ‘‘or ” is erroneously printed ‘ of ” in the official session laws. Provisions APPLICABLE TO CORPORATIONS. 705 The Revised Tax Law. As to domestic corporations, the legislative power to tax their business and franchises is general; but as to foreign corporations, the jurisdiction is gained from the business which they do in this State, and the tax is upon that business. (People ex rel. American Contracting & Dredging Co., 129 N. Y., 558; aff’g 60 Hun, 225.) This tax is not upon the property of the corporations but upon their franchises and business. (Id.) Where a corporation is subject to taxation under this act, the determination of the Comptroller, unless clearly shown to be erroneous, will not be disturbed. (Id.) The term “ corporate franchises,” as applied to foreign corporations in the last sentence, means the right or privilege of doing business in a cor- porate capacity within the State. (Home Ins. Co. v. New York, 134 U. S., 594.) The State authorities are not obliged to deduct the capital which cor- porations hold in United States bonds, and compute the tax from the remainder of such capital. (People v. Home Ins. Co., 92 N. Y., 328; Home Ins. Co. v. People, 134 U. S., 594.) Division of a surplus earned before 1880, is not a dividend within the meaning of L. 1880, ch. 542, § 3, making the dividend the measure of the value of the franchise for taxable purposes. (People v. Albany Ins. Co., 92 N. Y., 458; affirming 29 Hun, 204.) This act, as applied to a manufacturing corporation organized in Utah and doing a small part of its business here, does not regulate interstate commerce; nor take private property without just compensation; nor deny to the corporation the equal protection of the laws; nor impose a tax beyond the constitutional power of the State. (Horn Silver Mining Co. v. New York, 143 U. S., 305.) The repeal of the tax act of 1880, chapter 542, does not affect the right of the Comptroller to collect taxes payable prior to its repeal, to wit, June 15, 1896, according to the provisions of said act. (MacKellar v. Com- monwealth, 10 Atlantic Rep. [Penn.], 780.) When the tax act of 1880, chapter 542, was repealed, all accrued or accruing rights, pending proceedings and penalties and forfeitures incurred, were saved by section 31 of the Statutory Construction; there- fore, the right was saved to collect “accrued and accruing” taxes, but whenever there is a change in the rate apportionment is to be made to the date of repeal. (Commonwealth v. Atlantic Refining Co., 2 Pennsylv. Co. Ct. Rep., 62.) When the capital stock of a corporation has been increased during the tax year, the tax on such increase should be apportioned with regard to the length of time it has been in existence. (Commonwealth v. Machine Co., 2 Chester Co. Rep. [Pa.], 186.) An apportionment of the tax should also be made when the corporation has been organized less than a year. (Commonwealth v. Wyoming Val. Coal Co., 50 Pennsylv. St. Rep., 410.) When a tax rate on capital stock has been changed during the year, the corporation is taxable under the old rate until the new went into effect, and at the new rate for the balance of the year. (Ebervale Coal Co. vy. Commonwealth, 91 Pennsylv. St. Rep., 47.) A foreign corporation having its entire capital invested in stock of another foreign corporation, and whose sole business is the receiving of 45 706 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. dividends from the latter corporation and declaring dividends upon its own stock, which business is done and the meetings of its directors held in New York, is taxable as a foreign corporation doing business in this State. (People ex rel. Chicago Junction Ry. & Union Stock Yards Co. y, Roberts, 90 Hun, 474.) Where it appeared that the entire capital of a domestic corporation wag originally invested in patent rights; that corporations were formed in this State and other States to which were granted the right to use these patents, the domestic corporation receiving in compensation stock of such corporations, and during the year for which the tax was imposed it heid such stock and received the dividends thereon; held, that as to so much of said stock as was in corporations organized in this State it was capital employed here, and so was a basis of taxation; but that as to the stock in corporations of other States it was capital employed outside the State, and was not to be taken into consideration. (People ex rel. Edison Electric Lt. Co. v. Campbell, 188 N. Y., 548.) Stocks of local corporations organized and situated without this State, acquired by a domestic corporation in payment for licenses to use patents {n which its capital is invested, should not be included in the computa- tion of the domestic corporation’s annual tax under the provisions of law for the taxation of *‘ capital employed within this State.” (People ex rel. Edison Electric Light Co. v. Wemple, 148 N. Y., 690; approving 188 N. Y,, 548, and reversing 63 Hun, 444.) In determining the value of the capital employed within the State the Comptroller is not bound by an appraisal of the stock of the corporation made by the officers thereof. (People ex rel. Schwarzschild & Sulzberger Co. v. Roberts, 11 App. Div., 449.) The amount of the tax to be levied upon a corporation is dependent upon its business prosperity, as evidenced by its capacity to declare dividends, and is not dependent upon the value of the corporate property. (People ex rel. Staten Island Rapid Transit R. R. Co. v. Roberts, 4 App. Div., 334.) The value of the capital stock of a corporation which was entirely invested in an appartment house, leases of apartments in which were given to stockholders who were only to pay deficiencies in expenses and which leases were appurtenant to the stock, where there is no deprecia- tion of the property, and the rentals, if apartments of stockholders were included, would have produced a fair dividend, is properly fixed at the amount of the paid-up authorized capital stock. (People ex rel. Gramercy Co. v. Roberts, 91 Hun, 146.) A foreign corporation which establishes a place for the sale of its goods within the State of New York, pays rent for the premises, employs agents and employes to conduct its business, and sells its product from such place of business, transacts business within this State. (People ex rel. Parke, Davis & Co. v. Roberts, 91 Hun, 158.) A business so conducted does not constitute interstate commerce so as to exempt the corporation from a tax upon its business. (Id.) The imposition of a tax upon the privilege granted to a foreign corpo ration of doing business in the State of New York, measured by the amount of the capital employed in such business within the State. 18 Provisions APPLICABLE TO CoRPORATIONS. 707 The Revised Tax Law. entirely within the power of the State. (People ex rel. Parke, Davis & Co. v. Roberts, 91 Hun, 158.) Surplus earnings of a foreign manufacturing corporation carrying on a portion of its business in this State, invested in real estate in this State leased by it to third parties, and not occupied by the corporation or used by it in transacting its ordinary business, and taxable for general State and local purposes, do not constitute capital stock; and, while such invest- ment influences the amount of the corporation tax by increasing the dividends or the valuation of the capital stock, it is not taxable as ‘“ cap- ital stock employed within this State,” under the Corporation Tax Act of 1880 (chap. 542), as amended by chapter 501 of Laws of 1885. (People ex rel. Singer Mfg. Co. v. Wemple, 150 N. Y., 46, affirming 78 Hun, 63.) Where a foreign corporation rented part of a building in New York city, in which its selling agent kept an office for the distribution of samples, the payment of traveling agents and for the purpose of taking orders for goods, which orders were sent for approval to the treasurer in Massachusetts, from which State all goods were shipped, it was held that the corporation was not taxable, as doing business within this State. (People ex rel. Washington Mills Co. v. Roberts, 8 App. Div., 201.) The bank account of said corporation was not taxable, as the money was sent to the State merely to pay an indebtedness of the company in this State, and was not capital employed within the State. (Id.) The fact that the corporation had an interest as lessee in a building for which it paid rent did not make such an interest capital taxable within this State. (Id.) In a proceeding to review by certiorari a determination of the Comp- troller in settling, for the purposes of taxation, the amount of the capital stock of a foreign corporation, employed within this State, it appeared that such corporation had a fully paid capital stock authorized by its charter of $5,000, and was engaged in a business in this State in which it employed $40,000, from which it realized a net profit of $20,000 a year. Held, that the determination of the Comptroller, fixing the amount.of the capital stock employed in this State at $40,000, was erroneous; that the cap- ital stock, made by statute the basis of taxation, however great the aggre- gate property, cannot exceed in amount, though it may in value, the amount permitted by its charter. (People ex rel. Railway Advertising Co. v. Roberts, 4 App. Div., 288.) Such corporation might, if it chose, employ its surplus in business instead of increasing its capital stock, and such surplus would not be taxable. (Id.) When the Comptroller in estimating and appraising the capital stock of a corporation, fixes the valuation at the average price at which the stock sold during the year, he has complied with the statute, and it is not necessary for him to ascertain the “intrinsic” or actual value of the stock in cash, unless such intrinsic value exceeded the market value. (People ex rel. Brooklyn Elevated R. R. Co. v. Roberts, 90 Hun, 537.) A domestic corporation, organized for manufacturing purposes, and carrying on all its manufacturing operations in another State, is not exempt from tax. For the purposes of taxation the bank account of the corporation in New York city and the manufactured goods sent there for gale are taxable in this State as representing the capital stock employed 708 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. within the State of New York. (People ex rel. Blackington Co, y, Roberts, 4 App. Div., 388.) A foreign corporation is deemed to be engaged in business in this State when it becomes a special partner in a limited partnershin within the State, which is the sole agent for the sale of its products in this country, and is liable to taxation upon the amount of capital which it contributed to the partnership, as capital stock employed in this State. (People ex rel. Badische Anilin & Soda Fabrik v. Roberts, 152 N. Y., 59; affg. 11 App. Div., 310.) The words “ capital stock ” used in the foregoing section do not mean the ‘share’ stock, but refer to the authorized capital stock, paid in or contributed by the stockholders. (People ex rel. Am. Ax and Tool Co. vy, Roberts, 82 Hun, 318.) The Comptroller may properly hold, in the absence of any satisfactory explanation, that the value of the capital stock of a corporation is equal to the sum paid into its treasury; and, on that assumption, he may well doubt the truth of the report of the officers of the corporation in estimating that its stock had so shrunken in value as to be worth only one-quarter of its par value. (Id.) He is justified in doubting the reliability of the appraisement made by the officers of the corporation which makes its capital stock employed within the State less than the conceded value of its real estate therein. (Id.) He is made by the statute an assessor, and he has the right to estimate the value of the stock of a corporation according to such information as he ean obtain, or upon his own judgment. His decision in such case, unless clearly shown to be erroneous, will not be disturbed. (Id.) It {s for the corporation, on an application for a rehearing, to establish the fact that the conclusion of the Comptroller in fixing the value of its property within the State was erroneous. (Id.) A domestic corporation engaged in business out of the State but having its office and bank accounts in the State made annual reports to the Comptroller for three years, by which it appeared that dividends were declared and paid upon its capital during those years. The Comptroller based his adjustment of taxes against such corporation upon the amount of capital employed in this State, which he determined from the average monthly balances in the New York banks, and the expenditures for the maintenance of its office there. Held, that there was sufficient evidence upon which the Comptroller could act in finding a basis for assessment; and that the tax was properly imposed. (People ex rel. Am. Contracting and Dredging Co. v. Wemple, 129 N. Y., 558, aff’g 60 Hun, 225; see, also, eases therein cited.) The Comptroller is not authorized to assess a tax against the surplus moneys of a foreign corporation invested by it in real estate in the State of New York. The statute only authorizes him to tax the capital stock of a foreign corporation employed in its business within the State, and does not authorize his assessing such a corporation upon its surplus oF undivided profits within the State. (People ex rel. Singer Mfg. Co. ¥- Wemple, 78 Hun, 63.) The term “capital stock,” as used in. this act, refers to the capital stock authorized by the charter of a corporation and subscribed or raised by its stockholders, on which it pays dividends, and which it is obliged Provisions APPLICABLE To CoRPORATIONS. 709 The Revised Tax Law. to maintain intact, not the surplus or undivided profits, however invested, _which it can at any time turn into money and divide among its stock- holders. (Id.) When a foreign corporation, whose business is manufacturing and the selling of its manufactured products, uses a portion of its surplus in the purchase of real estate in the State of New York, and holds the same as an investment, not using it in its business, such purchase and holding is not an employment of its capital stock within the State, within the meaning of this act; the basis of the tax authorized by such statutes is the amount or portion of the capital of such corporation in use within the State in the transaction of its ordinary business. (Id.) ‘The holding of real estate and the receiving of rentals therefrom is no part of the ordinary business of a manufacturing corporation. (Id.) Portions of the capital stock of a domestic corporation, organized for guaranteeing bonds, etc., invested in real estate in another State and in United States bonds deposited under a deed of trust in a third State and with the Minister of Finance in Canada, to enable the corporation to do business in such States and Canada, are not to be deemed “ capital stock employed within this State” for purposes of taxation, although the investments are subject to claims of creditors of the corporation, and the income therefrom is received at its home office in this State, and is there used in its business. (People ex rel. American Surety Co. v. Campbell, 74 Hun, 101.) Whether a foreign corporation is doing business in this State is a ques- tion that must be determined from the character of the business carried on, not from the existence of any unexercised powers reserved to it by its contracts. (Peo. v. Am. Bell Tele. Co., 117 N. Y., 241; Peo. v. Horn Silver Mining Co., 105 N. Y., 76; 143 U. S., 305.) A manufacturing corporation created by the laws of another State, but doing business in this State, is subject to taxation under this law. (Peo. ex rel. Southern Cotton Oil Co. v. Wemple, 131 N. Y., 64; Peo. ex rel. Seth Thomas Clock Co. v. Wemple, 133 N. Y., 323.) The basis of such tax is the amount of its capital in use here in the transaction of its ordi- nary business. (Id.) This act is not in conflict with the provisions of the Federal Constitution conferring upon Congress the exclusive power to regulate commerce between the States, (Peo. ex rel. Southern Cotton Oil Co. v. Wemple, supra.) The fact that State legislation upon the subject may indirectly affect commerce, does not render it unconstitutional. (Id.) Where a corporation of another State engaged in manufacturing business, maintained a sales agency in this State, with a depot or warehouse for its manufactures, sold a large portion thereof in the State, and kept large deposits in banks of the State for the purpose of its business; held, that it was liable to taxation under said act; that because it was selling some part of its manufactures in other States or foreign countries, did not establish that it was engaged in interstate or foreign commerce within the meaning of the Federal Constitution. (Id.) See, also, cases cited, ante, under section one. The tax upon foreign corporations is only upon the business done in this State. (Peo. v. Hquitable Trust Co., 96 N. Y., 387.) A foreign manufacturing corporation whose business is conducted in 710 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. another State, and which transacts none of its corporate business in this State, but has an office therein as a convenient meeting place for its patrons in discussing contracts, the contracts themselves being executed at the home office, can not, for the purposes of taxation, be regarded as doing business in this State. (Peo. ex rel. Harlan & Hollingsworth Co. v. Campbell, 139 N. Y., 68.) The basis of taxation of a foreign corporation under said act is the por- tion of its capital employed within the State. (People ex rel. Seth Thomas Clock Co. v. Wemple, 133 N. Y., 323; People ex rel. Southern Cotton Oil Co. v. Wemple, 181 id., 65; People ex rel. Am. C. & D. Co. v. Wemple, 129 id., 558.) The value of goods that the corporation kept on hand within this State in warebouses or otherwise in the transaction of its business and from which it made shipments or sales, was property that represented capital stock, and all money on deposit here and used in business here also could be made basis for the tax, but sales made by sample, followed by a delivery from the factory, could not. (People ex rel. Seth Thomas Clock Co. v. Wemple, 133 N. Y., 323.) ; If it does not employ any of its capital stock here, there is no basis for taxation. (Id.) A corporation which has declared dividends amounting to five and three- fourths per cent is taxable at the rate of one and one-half mills on each dollar of the value of the stock, although such value exceeds the par value, and the result is a larger tax than if the corporation had paid six per cent dividends. (People v. D. & H. Canal Co., 54 Hun, 598; affirmed 121 N. Y., 666.) The taxes imposed upon corporations by L. 1880, ch. 542, are for the exclusive benefit of the State, and the statute does not interfere with the power of the local authorities to tax for municipal and county purposes. (People ex rel. Eastern Trans. Co. v. Comrs. of Taxes, 26 Hun, 446.) A corporation organized under the laws of another State, where it was engaged in mining and refining, shipped its bullion for refining to the United States assay office in this State, maintained an office in the city of New York solely for meetings of directors, payment of dividends and correspondence with its superintendents at the mines and refineries. Held, that it was a foreign corporation doing business in this State, and subject to tax as such; and that it could not claim exemption from tax- ation under L. 1880, ch. 542, as amended by L. 1881, ch. 361, as a manu facturing company carrying on manufacture within this State. (People v. Horn Silver Mining Co., 105 N. Y., 76; affirming 38 Hun, 276.) In Pennsylvania it has been held that when a railroad extends through that and other States, the assessment of tax on its capital stock is to be in the proportion its line in that State bears to its total length. (Com- monwealth v. Cleveland, Painesville & Ashtabula R. R. Co., 29 Pennsyly. St. Rep., 370; Commonwealth v. Del., Lack. & West. R. R. Co., 145 id., 96; Pittsb., Ft. W. & Chicago R. R. Co. v. Commonwealth, 66 id., 73; Com- monwealth v. Erie R. R. Co., 98 id., 127.) A bridge company owning a bridge which spans a stream forming & boundary between two States is taxable upon one-half of its capital stock in each State. (Easton Bridge Co. v. Northampton County, 9 Pennsylv. Provisions APPLICABLE TO CoRPORATIONS. 711 The Revised Tax Law. St. Rep., 415; Commonwealth v. Delaware Trenton Bridge Co., 9 Ameri- can Law Register, 298.) When the increase in capital stock distributed among stockholders according to their respective holdings of stock represents net earnings; or when a corvoration increases its capital and plant and the basis of its payment of dividends without any direct or stock dividend, it is never- theless subject to be taxed on the increase as upon a dividend. (Common- wealth v. Cleveland, Painesville & Ashtabula R. R. Co., 29 Pennsylv. St. Rep., 870; Lehigh Crane Iron Co. v. Commonwealth, 55 id., 448.) A division of accumulated earnings among stockholders, being a bona fide pro tanto reduction of the par value of the capital stock by payment on account, and neither made, declared, nor returned as a dividend, either of profits or surplus, does not subject the capital stock to taxation on the pasis of a dividend of similar amount. (Commonwealth v. Central Transp. Co., 145 Pennsylv. St. Rep., 89. Cars of a foreign palace car company within the State, although employed in interstate commerce, are not exempt from taxation as prop- erty; taking as a basis of assessment such proportion of the capital stock of the company as the number of miles over which its cars run within the State bears to the whole number of miles in this and other States over which its cars were run, is a just and equitable method of assess- ment. (Pullman Palace Car Co. v. Pennsylvania, 141 U. S., 18; affirming 107 Pennsylv. St. Rep., 156.) Certain corporations exempt from tax on capital stock. § 183. Banks, savings banks, institutions for savings, insurance or surety corporations, laundry corporations, manufacturing cor- porations to the extent only of the capital actually employed in this state in manufacturing, and in the sale of the product of such manu- facturing, mining corporations wholly engaged in mining ores within this state, agricultural and horticultural societies or associa- tions, and corporations, joint-stock companies or associations operat- ing elevated railways or surface railroads not operated by steam, or formed for supplying water or gas for electric or steam heating, lighting or power purposes, and liable to a tax under sections one hundred and eighty-five and one hundred and eighty-six of this chapter, shall be exempt from the payment of the taxes prescribed by section one hundred and eighty-two of this chapter. This exemption shall not be construed to include title guaranty or trust companies. [L. 1896, ch. 908, as amended by L. 1897, ch. 785.) For form of affidavit by a manufacturing corporation, see post, form No. 126. The foregoing section materially changes the exemption in relation to manufacturing corporations. Under the act of 1880, ch. 542, as amended by Laws of 1889, ch. 353, the exemption applied only to corporations “wholly engaged in carrying on manufactures within this State,” so 712 Provisions APPLICABLE TO CoRPORATIONS. The Revised Tax Law. that if any portion of the capital was employed in the State in any busi- ness other than manufacturing, or even if a small part of the capital was employed in manufacturing in another State, no exemption whatever for any portion of the tax inured in favor of the corporation; but according to the provisions of the present tax law a manufacturing corporation js exempt from the tax to the extent of the “capital actually employed in this State in manufacturing, and in the sale of the product of such manv- facturing,’ and the tax is payable only upon so much of the capital as the corporation employs in the State in business other than manufactur- ing. A decision of peculiar interest on the question of exemption was rendered in People ex rel. Tiffany & Co. v. Campbell, 144 N. Y., 166 (see page 715), in which it was held that a domestic manufacturing corporation engaged incidentally in a business which was ultra vires, was not taxable upon its entire capital, but could only be taxed upon its capital employed in the business which it had no legal right to carry on. The exemption affecting mining corporations remains as it was in the act of 1880, and extends only to such corporations as are “ wholly engaged in mining ores within this State.” The phraseology of the foregoing section will doubtless cause the fol- lowing points to be brought into court for adjudication: When a cor- poration employs its entire capital in the State in conducting mining and manufacturing operations would it be exempt from the State tax only on so much of its capital as is used in the manufacturing business, as dis- tinguished from that invested in its mining operations, and would it, therefore, be taxable upon the capital invested in mining because not “wholly engaged in mining ores within this State,” as set forth in the statute? The foregoing section exempts from the capital stock tax imposed by section 182, elevated railroads, surface railroads not operated by steam, water, gas, electric, steam heating, lighting or power corporations, as a new system for the taxation of such corporations is prescribed by sections 185 and 186, post, pages 718, 719. A manufacturer is “a person engaged in the business of working raw materials into wares suitable for use.” (Webster’s Dictionary.) The collection, storage, preparation for market, and transportation of ice is not a manufacture, but the production of ice by artificial means Is. (People v. Knickerbocker Ice Co., 99 N. Y., 181.) “Manufacture” is defined as “anything made from raw materials by the hand, by machinery, or by art, as cloths, iron utensils, shoes, machin- ery, saddlery, etc.” (Webster's Dictionary.) The process of manufacture is supposed to produce some new article by the application of skill and labor to the raw material. (People ex rel. Union Pacific Tea Co. v. Roberts, 145 N. Y., 375.) The business of refining crude petroleum is manufacturing. (Common- weath v. Atlantic Refining Co., 2 Pennsylv. Co. Ct. Rep., 62.) A company engaged in finishing and shaping material so as to make bridges, and selling and erecting the same; held to be manufacturing. (Commonwealth v. Keystone Bridge Co., 156 Pennsylv. St. Rep., 500.) Dyeing and finishing woolen and cotton goods is manufacturing. (Com- monwealth v. Quaker City Dye Works, 5 Pennsylv. Co. Ct. Rep., 94.) Provistons APPLICABLE To CoRPORATIONS. 713 The Revised Tax Law. The United States Circuit Court has held that cutting grass, converting it into hay, pressing it in bales and transporting it to market did not result in the production of a manufactured article. (Frazee vy. Moffitt, 20 Blatch. [U. S.] Cir. Ct. Rep., 267.) The Supreme Court of the United States held that shells cleaned by acid and then ground on an emery wheel, and some of them afterwards etched by acid, and all of them intended to be sold as ornaments, as shells, were not dutiable as manufactures of shells. (Hartranft v. Wieg- man, 121 U. S., 609.) A cooper who makes barrels, hogsheads, and similar articles of wood, such as coopers usually make, is a manufacturer. (New Orleans v. Le Blanc, 34 Louisiana Annual Reports, 596.) In the District of Columbia it was held that a corporation engaged in the business of printing and publishing a newspaper is not a manufacturer within the meaning of the bankrupt law. (In re Capital Publishing Co., 3 McArthur’s Reports [Dist. of Columbia], 405.) The mere appropriation of an article which is furnished by nature is not a manufacture. Thus, the liberation of natural gas or oil from the earth, apd its transportation to consumers, is not a manufacture. (Common- wealth v. Northern Blec. Lt. & Power Co., 145 Pennsylv. St. Rep., 117.) In a case relative to the payment of excise duties in Great Britain it was held that a printer of calicoes was not a manufacturer. (The King y. Tregoning, 2 Younge & Jervis, 132.) The printing, publishing and selling of books, and job printing, consti- tute a manufacturing business. (People ex rel. Frederick A. Stokes Co. y. Roberts, 90 Hun, 533; Press Printing Co. vy. State B’d of Assessors, 51 N. J. Law Repts., 75; Evening Journal Ass’n v. State B’d of Assessors, 47 N. J. L. Repts., 36.) Printing and publishing a newspaper is not manufacturing. (Press Printing Co. v. State B’d of Assessors, 51 N. J. Law Repts., 75; Evening Jcurnal Ass’n, 47 id., 36.) A manufacturer is not one who creates out of nothing, for that surpasses human power; neither is he one who produces a new article out of materials entirely raw. He is one who gives new shapes, new qualities, new combinations to matter which has already gone through some artifi- cial process. A shoemaker is none the less a manufacturer, because he does not tan the leather; the tanner is none the less a manufacturer of leather, because he does not breed and raise the bullocks from which the raw hides are taken. The tanner makes leather to sell, but does not buy hides to sell again. He produces the article of the leather, and depends for his profit upon the labor which he bestows upon the raw material. (City of New Orleans v. Le Blanc, 34 Louisiana Annual Repts., 596.) A domestic corporation engaged in slaughtering cattle, preparing the same and the various products thereof for market, a portion of which business is carried on in this State and a portion elsewhere, is not wholly engaged in manufacturing in New York State. (People ex rel. Schwarz- schild & Sulzberger Co. v. Roberts, 11 App. Div., 449.) A manufacturing corporation employed in other business, is liable to taxation upon so much of its capital steck only, as is not employed in 714 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. strictly manufacturing operations. (Commonwealth v. Lackawanna Iron & Coal Co., 129 Pennsylv. St. Rep., 346.) The portion of the capital stock of a manufacturing corporation invested in dwelling houses for the use of its employes, does not differ materially from any other investment outside of its business, and is not exempt. (Commonwealth y. Mahoning Rolling Mill Co., 129 Pennsylv. St. Rep., 360; Same v. Lackawanna Iron & Coal Co., 129 id., 346; Same v. Westinghouse Air Brake Co., 151 id., 276.) A corporation exclusively engaged in the manufacturing business is not exempt from taxation upon that portion of its capital stock which ig invested in the securities of other companies. (Commonwealth v. Westing- house Air Brake Co., 151 Pennsylv. St. Rep., 276; Same v. United Gas Impt. Co. 151 id., 281.) The portion of the capital stock of a corporation invested in either an assignment or a grant of a United States patent right, cannot be taxed by the State. Such taxation would involve a property right which depends for its existence exclusively upon the Federal Constitution and acts of Congress. (Commonwealth v. Westinghouse Electric & Mfg. Co., 151 Pennsyly. St. Rep., 265; Same v. Phila. Co., 157 id., 527; Same v, Edison Electric Lt. Co., 157 id., 529.) But capital invested in an exclusive right to use or sell a patented appliance, or in tangible property or goods manufactured under patent rights, is not an investment in patent rights exempt from taxation. (Commonwealth vy. Central District & Printg. Tel. Co., 145 Pennsylv. St. Rep., 121; Same v. Brush Elec. Lt. Co., 145 id., 147; Same v. Edison Elec. Lt. Co., 145 id., 181; Same v. Same, 157 id., 529; Same v. Phila. Co., 157 id., 527.) A corporation engaged in the sale of spices, baking powder, coffee and tea, purchased these articles in bulk. The spices and baking powder were merely put up in packages and sold. Various kinds of tea were mixed and sold as ‘‘ combination tea.” The coffee was roasted and ground. Held, that this was not manufacture, and the corporation was not exempt from taxation as a manufacturing corporation. (People ex rel. Union Pacific Tea Co. v. Roberts, 145 N. Y., 375.) The courts have decided that the exemption in favor of manufacturing corporations applies only to such corporations as create some new and artificial product within the State. (Peo. ex rel. Brush El. Mfg. Co. v. Wemple, 129 N. Y., 548; People ex rel. Edison El. Ill. Co. v. Wemple, 129 N. Y., 664; Peo. v. Horn Silver Mining Co., 105 N. Y., 76; Peo. v. Knick- erbocker Ice Co., 99 N. Y., 181; Peo. v. N. Y. F. Dock Co., 92 N. Y., 487.) A foreign corporation claiming exemption as a manufacturing corpora- tion must show that some substantial portion of its manufacturing is carried on in this State. (People ex rel. Roebling’s Sons Co. v. Wemple, 63 Hun, 452; aff’d 188 N. Y.. 582.) A manufacturing corporation of another State cannot bring its products here, and by putting the several parts together and adjusting them to each other, or by performing upon the article some slight operation, though it may involve labor that may be necessary before using it or exposing it for sale, and thereby obtain exemption from taxation on the ground that it is carrying on manufacturing within this State. (People ex rel. Seth Thomas Clock Co. v. Wemple, 133 N. Y., 323.) Provisions APPLICABLE To CoRPORATIONS. 715 The Revised Tax Law. The Comptroller, in imposing a tax upon a foreign corporation, ascer- tained the total sales made by it and the sales made in this State, and decided that the capital stock employed in the State was in proportion to the whole capital, as the amount of sales made here was to the total amount of sales. It appeared that a large part of the sales made here was by sample, the goods being delivered to the purchaser direct from the manufactory of the corporation in another State. Held, that sales so made did not represent capital employed in this State, and that the basis so adopted was erroneous. (People ex rel. Seth Thomas Clock Co. v. Wemple, 183 N. Y., 323.) Prior to the present tax law the act then in existence, to w., the Tax Law of 1880, ch. 542, as amended by Laws of 1889, ch. 353, extended an exemption to manufacturing companies only when they were “ wholly engaged in carrying on manufactures within the State,” and the points passed upon in the following cases have reference to said act: A foreign corporation conducting a manufacturing business in this State and also purchasing and selling general electric supplies not manufac- tured by it, is not wholly engaged in carrying on manufacture within the State, and, therefore, is not exempt from taxation on the amount of its capital employed here. (People ex rel. Western Electric Co. v. Campbell, 145 N. Y., 587; aff’g 80 Hun, 466, and dist’g People ex rel. Tiffany & Co. y. Campbell, 144 N. Y., 166.) The provision exempting from taxation manufacturing corporations “wholly engaged in carrying on manufacture” within this State, had in view corporations whose corporate powers were confined to the exclusive business of manufacturing, and the limiting words “ wholly engaged in,” were intended to distinguish between such corporations and corporations which embraced a wider scope of power, but which included the power to engage in the business of manufacture. These latter corporations were not exempted, unless their actual business was confined to the exercise of this specific power. (People ex rel. Tiffany & Co. v. Campbell, 144 N. Mis 166; affirming 80 Hun, 486.) The statute was not aimed at, and did not contemplate the exercise by a corporation of powers ultra vires; there- fore, if a manufacturing corporation is engaged in business outside of its corporate powers, in connection with its manufacturing business, it does not cease to be “ wholly engaged” in the business of manufacture; that, is to say, its only legal and authorized business was that of manufacture, and it subjected itself to taxation upon that portion of its capital so illegally used, but nevertheless it remained a corporation which so far as it exercised its legal powers, was “ wholly engaged” in manufacture, and entitled to exemption as to its manufacturing business. (Id.) A corporation, which is neither a manufacturing corporation nor one wholly engaged in carrying on manufacture within the State, is liable to taxation. (People ex rel. Union Pacific Tea Co. v. Roberts, 82 Hun, 352.) A corporation, organized for the purpose of printing, publishing and selling books, and all business appertaining to a general book-selling busi- ness, which annually uses a small part of its capital in the purchase and sale of foreign books, is not a corporation ‘‘ wholly engaged ” in carrying on a manufacturing business. (People ex rel. Frederick A. Stokes Co. v. Roberts, 90 Hun, 533.) 716 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. The Comptroller has the right to settle an account for taxes against a corporation after the fifteenth day of January in the year when the tax becomes due and payable. (People ex rel. Frederick A. Stokes Oo. y, Roberts, 90 Hun, 533.) Additional franchise tax on transportation and transmission corpora- tions and associations. § 184. Every corporation and joint-stock association formed for steam surface railroad, canal, steamboat, ferry, express, navigation, pipe-line, transfer, baggage express, telegraph, telephone, palace car or sleeping car purposes, and all other transportation corpora- tions not liable to taxes under sections one hundred and eighty-five or one hundred and eighty-six of this chapter, shall pay for the privilege of exercising its corporate franchises or carrying on its business in such corporate or organized capacity in this state, an annual excise tax or license fee which shall be equal to five-tenths of one per centum upon its gross earnings within the state, which shall include its gross earnings from its transportation or transmis- sion business originating and terminating within this state, but shall not include earnings derived from business of an interstate charac- ter. All settlements for such taxes heretofore based by the comp- troller upon gross earnings excluding earnings from interstate busi- ness, have been ratified and confirmed, except that the accounts for taxation under section six of chapter three hundred and sixty- one of the laws of eighteen hundred and eighty-one, for the years eighteen hundred and ninety-two and eighteen hundred and ninety- three, shall be settled and adjusted by the comptroller by excluding the earnings of an interstate character as provided by this section. [Revisers’ Note.— L. 1881, ch. 361, §§ 6, 11, as am. by L. 1894, ch. 562, without change of substance, as originally reported. The Legislature, however, excepted from the section elevated railroads and street surface railroads not operated by steam, a new system for taxing such corpora- tions being provided by § 185. The Legislature also added to the corporations subject to the tax “transfer” and “baggage express” corporations.] For form of report, see post, form No. 127. The tax imposed by this section is legally applicable to the gross earn- ings, arising from the carriage of goods or passengers within the State of New York, of a consolidated railroad corporation created under the laws of New York and of an adjoining State, whose line is from a point in the State of New York to a point in such adjoining State, and which at each terminus connects with roads running to other States, although such car- riage within the State of New York is a part of “interstate business,” that is, of business which originated in this State and terminated in another State, or originated in another State and terminated in this Provistons AppricaBLe To Corporations. 717 The Revised Tax Law. State, or both originated and terminated in another State. (People ex rel. Dunkirk, Allegheny Valley & P. R. R. Co. v. Campbell, 74 Hun, 210.) In such a case the tax is not a tax imposed by the State on interstate commerce, but is simply a tax on a domestic corporation, created by the State, for the privileges and franchise granted to it by the power which created it; and such a tax may be legally and constitutionally imposed by the State. (Id.) The imposition of such a tax upon the gross earnings of a domestic cor- poration for the carriage of goods or passengers within the State of New York, where the beginning or termination of such business is in another State or country, is not within the prohibition upon State legislation aris- ing from the “interstate commerce” clause of the Federal Constitution. (id.) The power conferred by the Federal Constitution upon Congress to regulate commerce with foreign nations and among the States, does not reach so far as to prohibit a State from imposing a franchise tax upon a corporation created by and doing businc=: in such State, as to all busi- ness done by it in the State in the transportation of property or persons coming from or going to any other State or country. (Id.) The Comptroller in estimating the amount of the capital stock employed within the State is not obliged to deduct real estate subject to local taxa- tion. (People ex rel. Postal Telegraph Cable Co. v. Campbell, 70 Hun, 507.) A railroad which is a link in a through line, by which passengers and freight are carried into a State from other States, and from that State to other States, is engaged in interstate commerce, and a tax for keeping the office of such railroad in the State is unconstitutional. (Norfolk & W.R. R. Co. v. Penn., 136 U. S., 114.) A tax by the State upon the business of a foreign corporation carried on in this State, where it is exclusively the business of interstate com- merce, is a regulation of commerce and the power to regulate commerce between the States is vested exclusively in Congress. (Peo. ex rel. Penn. R. R. Co. v. Wemple, 188 N. Y., 1.) The transportation of goods and passengers by continuous carriage from one place to another in the same State, although part of the route is over the soil of another State, is not interstate commerce, and it is, there- fore, within the power of the State to impose a tax upon such business. (Lehigh Valley R. R. Co. v. Penn., 145 U. S., 175.) The United States Express Company, an unincorporated joint-stock association, doing business in this State, is subject to taxation under this act. (People ex rel. Platt v. Wemple, 117 N. Y., 136.) Telegraph companies are only taxable on gross receipts from messages transmitted wholly within the State. (Western Union Tel. Co. v. Penn- sylvania, 128 U. S., 39; overruling 110 Pennsylv. St. Rep., 405.) A tax levied upon the receipts for messages from points within to points without the State, and from points without to points within the State, and from points without, through the State, to points beyond, according to the average proportion of line in the State over which the messages are sent, is unconstitutional and void. (1d.) A statute requiring a railroad corporation operating railroads within the State to pay an annual tax for the privilege of exercising its fran- 718 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. chises therein, to be determined by the amount of its gross transportation receipts, and which provides that, when applied to a railroad lying partly within and partly without the State, or to one operated as a part of a line or system extending beyond the State, to be ascertained in the map. ner provided by the statute, does not conflict with the Constitution of the United States. (Maine v. Grand Trunk Ry. Co., 142 U. S., 217.) Held, in Pennsylvania that a State tax may be imposed upon the gross receipts of railroad companies, for transportation by continuous carriage from one point in that State, through another State, to another point in Pennsylvania. (Commonwealth vy. Lehigh Valley R. R. Co., 129 Pennsyly, St. Rep., 308.) The tax upon the entire gross receipts of an express company is not illegal double taxation, although the amounts paid by such company to railroad companies for transportation, are included in the gross receipts of the railroad company and taxed as such. (Commonwealth v, U. 8. Exp. Co., 157 Pennsylv. St. Rep., 579.) Franchise tax on elevated railroads or surface railroads not operated by steam. § 185. Every corporation, joint-stock company or association operating any elevated railroad or surface railroad not operated by steam shall pay to the state for the privilege of exercising its cor- porate franchise or carrying on its business in such corporate or organized capacity within this state, an annual tax which shall be one per centum upon its gross earnings from all sources within this state, and three per centum upon the amount of dividends declared or paid in excess of four per centum upon the actual amount of paid-up capital employed by such corporation, joint-stock company or association. Any corporation, joint-stock company or association taxed under this section which has paid a tax to the state for the year ending November first, eighteen hundred and ninety-five, under section three of chapter five hundred and forty-two of the laws of eighteen hundred and eighty, as amended by chapter five hundred and twenty-two of the laws of eighteen hundred and ninety, shall be credited by the comptroller with one-third of the amount so paid in computing the taxes to be paid for the year end- ing June thirtieth, eighteen hundred and ninety-six. This section is new. Such corporations heretofore paid a capital stock tax, based on dividends and also a tax of one-half of one per centum of the gross earnings. Section 183 exempts such corporations from the divi- dend tax, and hereafter they will be subject to this tax for State purposes. For form of report, see post, form No. 128. Franchise tax on water-works companies; gas companies, electri¢ or steam heating, lighting and power companies. § 186. Every corporation, joint-stock company or association formed for supplying water or gas, or for electric or steam heat- ower Provisions APPLICABLE TO CoRPORATIONS. 719 The Revised Tax Law. ing, lighting or power purposes, shall pay to the state for the privi- lege of exercising its corporate franchises or carrying on its busi- ness in such corporate or organized capacity in this state, an annual tax which shall be five-tenths of one per centum upon its gross earn- ings from all sources within this state, and three per centum upon the amount of dividends declared or paid in excess of four per centum upon the actual amount of paid-up capital employed by such corporation, joint-stock company or association. This section is new. Such corporations heretofore paid a capital stock tax only, based upon dividends. Section 183 exempts them from such tax and they are now subject to this tax for State purposes. For form of report, see post, form No. 129. §§ 187, 188. These sections relate to tax on insurance corporations and bankers, respectively, and, therefore, are not inserted in this work. Reports of corporations. § 189. Corporations liable to pay a tax under this article shall report as follows: 1. CorpoRATIONS PAYING FRANCHISE TAX.— Every corporation, association or joint-stock company liable to pay a tax under sec- tion one hundred and eighty-two of this chapter shall, on or before November fifteenth in each year, make a written report to the comptroller of its condition at the close of its business on October thirty-first preceding, stating the amount of its authorized capital stock, the amount of stock paid in, the date and rate per centum of each dividend declared by it during the year ending with such day, the entire amount of the capital of such corporation, and the capital employed by it in this state during such year. 2. TRANSPORTATION AND TRANSMISSION CORPORATIONS.— Every transportation or transmission corporation, joint-stock company or association liable to pay an additional tax under section one hun- dred and eighty-four of this chapter, shall also, on or before August first in each year, make a written report to the comptroller of its condition at the close of its business on June thirtieth preceding, stating the amount of its gross earnings from all sources and the amount of its gross earnings from its transportation or transmission business originating and terminating within this state. 3. ELEVATED AND SURFACE RAILROAD CORPORATIONS.— Every corporation, joint-stock company or association liable to pay a tax under section one hundred and eighty-five of this chapter, shall, 720 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. on or before August first of each year, make a written report to the comptroller of its condition at the close of its business on June thirtieth preceding, stating the amount of its gross earnings from business done in this state, the amount of dividends of every nature declared or paid during the year ending June thirtieth, the author- ized capital of the company and the amount of capital stodk actually issued and outstanding. 4. WaTER-WORKS, GAS, ELECTRIC, STEAM HEATING, LIGHTING AND POWER CORPORATIONS.— Every corporation, joint-stock com- pany or association liable to pay a tax under section one hundred and eighty-six of this chapter, shall, on or before December first of each year, make a written report to the comptroller of its con- dition at the close of its business on October thirty-first preceding, stating the amount of its gross earnings from business done in this state, the amount of dividends of every nature declared or paid during the year ending with October thirty-first, the authorized capital of the company and the amount of capital stock actually issued and outstanding. 5. InsuRANCE corPorations.— (Omitted.) 6. Forzien BANKERS.— (Omitted.) [Revisers’ Note.— lL. 1881, ch. 361, §§ 1, 5, 7; L. 1895, ch. 425; L. 1882, ch. 409, § 322; L. 1894, ch. 196; L. 1886, ch. 679, § 2, without change of substance, as originally reported.] Value of stock to be appraised. § 190. In case no dividend has been declared, by a corporation, association or joint-stock company liable to pay a tax under section one hundred and eighty-two of this chapter, the treasurer or secre- tary of the company, shall, under oath, between the first and fif- teenth day of November in each year, estimate and appraise the capital stock of such company upon which no dividend has been declared, or upon which the dividend amounted to less than six per centum at its actual value in cash, not less, however, than the average price which said stock sold for during said year, and shall forward the same to the comptroller with the report provided for in the last section. If the comptroller i is not satisfied with the val- uation so made and returned he is authorized and empowered to make a valuation thereof, and settle an account upon the valuation so made by him, and the taxes, penalties and interest to be paid to the state. [L. 1881, ch. 361, § 1.] Provisions APPLICABLE TO CORPORATIONS. 721 The Revised Tax Law. Further requirements as to report of corporations. § 191. Every report required by this article shall have annexed thereto, the affidavit of the president, vice-president, secretary or treasurer of the corporation, association or joint-stock company or of the person or one of the persons, or the members of the partner- ship making the same, to the effect that the statements contained therein are true. Such reports shall contain any other data, infor- mation or matter which the comptroller may require to be included therein, and he may prescribe the form in which such reports shall be made and the form of oath thereto. When so prescribed such form shall be used in making the report. The comptroller may require at any time a further or supplemental report under this article, which shall contain information and data upon such mat- ters as the comptroller may specify. [Revisers’ Note.— L. 1881, ch. 361, § 1; L. 1881, ch. 361, § 5, as am. by, L. 1895, ch. 425; L. 1881, ch. 361, § 7; L. 1882, ch. 409, § 322, as am. by L. 1894, ch. 196; L. 1886, ch. 679, § 2, without change of substance, except that all reports are required to be verified.] Powers of comptroller to examine into affairs of corporation. § 192. In case any report required by any of the preceding sections of this article shall be unsatisfactory to the comptroller, or if any such report is not made as herein required, the comptroller is authorized to make an estimate of the dividends paid by such corporation and the value of the capital stock employed by it, from any such report or from any other data, and to order and state an account according to the estimate and value so made by him for the taxes, percentage and interest due the state from such corporation, association, joint-stock company, person or partnership. The comp- troller shall also have power to examine or cause to be examined in case of a failure to report or in case the report is unsatisfactory to him, the books and records of any such corporation, joint-stock association, company, foreign banker, person or partnership, and may hear testimony and take proofs material for his information, either personally or he may appoint a commissioner by a written appointment under his hand and official seal for that purpose. Every commissioner so appointed shall be authorized to make such examination and take such testimony and hear such proofs and report the proofs and testimony so taken and the result of his exami- nation so made and the facts found by him to the comptroller. The comptroller shall, therefrom, or from any other data which shall be satisfactory to him, order and state an account for the tax due the state, together with the expenses of such examination and the 46 422 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. taking of such testimony and proofs. Such expenses shall be fixed and adjusted by the comptroller. [L. 1881, ch. 361; L. 1882, ch. 409, §§ 322, 323; L. 1895, ch. 196, without change of substance. The power to subpoena witnesses and the punish- ment for contempt provided by L. 1881, ch. 361, § 13, is covered by Code Civil Procedure, § 854ff.] Notice of statement of tax; interest. § 193. Upon auditing and stating every account for taxes or other charges under this article, the comptroller shall forthwith send notice thereof in writing to the person, partnership, company, association or corporation against whom the same is made, which notice may be mailed to the post-office address of such person, part- nership, association, company or corporation. All accounts so audited and stated shall bear interest upon the total amount found due thereon to the state, for taxes, percentage, interest and other charges, from the expiration of thirty days after sending such notice until payment thereof shall be made. [L. 1895, ch. 501, without change of substance, but extended to foreign bankers taxable under the above article.] Payment of tax and penalty for failure. § 194. A tax imposed by sections one hundred and eighty-two or one hundred and eighty-six of this chapter, shall be due and payable into the state treasury on or before the fifteenth day of January in each year. A tax imposed by section one hundred and eighty-four of this chapter on a transportation or transmission cor- poration, or by section one hundred and eighty-five, on elevated railroads or surface railroads not operated by steam, or by section one hundred and eighty-seven of this chapter on an insurance cor- poration, shall be due and payable into the state treasury on or before the first day of August in each year. A tax imposed by section one hundred and eighty-eight of this chapter on a foreign banker shall be due and payable into the state treasury on or before February first in each year. If such tax in-any case is not paid within thirty days after the same becomes due, or if the report of any such corporation is not made within the time required by this article, the corporation, association, joint-stock company, person oF partnership, liable to pay the tax, shall pay into the state treasury in addition to the amount of such tax, a sum equal to five per cen- tum thereof, and one per centum additional for each month the tax remains unpaid, which sum shall be added to the tax and paid or collected therewith. Every corporation, association, joint-stock Provisions APPLICABLE TO CoRPORATIONS. 723 The Revised Tax Law. company, person or partnership failing to make the annual report required by this article, or failing to make any special report required by the comptroller, within any reasonable time to be specified by him, shall forfeit to the people of the state the sum of one hundred dollars for every such failure, and the additional sum of ten dollars for each day that such failure continues. Such tax shall be a lien upon and bind all the real and personal property of the corporation, joint-stock company or association liable to pay the same from the time when it is payable until the same is paid in full. [Revisers’ Note.— L. 1881, ch. 361, §§ 4, 5, 6, 7; L. 1882, ch. 409, § 322, as am. by L. 1895, ch. 196; L. 1886, ch. 679, § 1, as am. by L. 1895, ch. 418. The existing law in each instance imposes a penalty of ten per centum if the tax is not paid within thirty days after it becomes due. This sec- tion of the revision imposes a penalty of five per centum if the tax is not paid within thirty days after it becomes due, and one per centum for each mouth throughout the calendar year, and interest, if not paid during such year.] For cases involving penalties for failure to make annual. reports under the former statute see People ex rel. Edison El. I. Co. v. Wemple, 61 Hun, 58; People ex rel. Brush El. M. Co. v. Wemple, 15 N. Y. Supp., 718; 39 St. Rep., 614; see, also, 129 N. Y., 664 and 543, cases reversed on other points. Revision and readjustment of accounts by comptroller. § 195. The comptroller may, at any time within one year 1rom the time any such account shall have been audited and stated, and notice thereof sent to the person, partnership, company, association or corporation against whom it is stated, revise and readjust such account upon application therefor by the party against whom the account is stated or by the attorney-general, and if it shall be made to appear upon any such application by evidence submitted to him or otherwise, that any such account included taxes or other charges which could not have been lawfully demanded, or that payment has been legally made or exacted of any such account, he shall resettle the same according to law and the facts, and charge or credit, as the case may require, the difference, if any, resulting from such revision or resettlement upon the accounts for taxes of or against any such person, partnership, company, association or corporation. The comptroller shall forthwith send written notice of its deter- mination upon such application to the applicant, which notice may be sent by mail to his post-office address. [Revisers’ Note.— L. 1881, ch. 361, § 19, as added, L. 1889, ch, 463, with- out substantial change, except that the readjustment must be within one 724 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. year after notice of the audit of the account has been served on the persoy or corporation, instead of “at any time.’’] Taxes once paid into the treasury under this law cannot be paid back without an appropriation by the Legislature. All the Comptroller may do is to resettle the account and credit or charge the difference, if any, “upon the current account.” (People ex rel. Edison E]. Ill. Co. v. Wemple, 183 N. Y., 617.) This section contemplates but one revision by the Comptro"er. (Peo, ex rel. Am. Surety Co. v. Campbell, 64 Hun, 417.) Review of determination of comptroller by certiorari. § 196. The determination of the comptroller upon any appli- cation made to him by any person, partnership, company, associa- tion or corporation for a revision and resettlement of any account, as prescribed in this article, may be reviewed both upon the law and the facts, upon certiorari by the supreme court at the instance of any person, partnership, company, association or cor- poration affected thereby, and in the name and on behalf of the people of the state. For the purpose of such review the comp- troller shall return, on such certiorari, the accounts and all the evi- dence before him on such application, and all the papers and proofs upon the original statement of such account and all proceedings thereon. If the original or resettled accounts shall be found erro- neous or illegal, either in point of law or of fact, by the supreme court, upon any such review, the accounts reviewed shall then be corrected and restated, and from any determination of the supreme court upon any such review, an appeal to the court of appeals may be taken by either party. [L. 1881, ch. 361, as added, L. 1889, ch. 463, without change of substance.] The return of the Comptroller to a certiorari should show all the facts so that the court may determine whether the action of the Comptroller was erroneous or illegal and, if it were, that the court itself might make the proper determination. (People ex rel. Staten Island Rapid Transit R. R. Co. v. Roberts, 4 App. Div., 334.) When the return of the Comptroller to a certiorari to review his deter- mination contains all the evidence and proceedings before him, including his decision, he will not be required to add items and particulars to such decision and then to return them. (People ex rel. Wiebusch & Hilger Co., Ltd., v. Roberts, 18 Misc., 530.) On certiorari to review the action of the Comptroller in imposing a tax the burden is upon the relator to show error or mistake. (People ex rel. Brooklyn Elevated R. R. Co. v. Roberts, 90 Hun, 537.) The decision of the Comptroller as to an assessment and taxation will not be disturbed unless it is clearly shown to be erroneous, hence th? party seeking a revision or readjustment of a tax settled by the Comp- troller must produce evidence showing the error of such settlement. (Peo- Provisions APPLICABLE TO CoRPORATIONS. 725 The Revised Tax Law. ple ex rel. Roebling’s Sons Co. v. Wemple, 138 N. Y., 582; People ex rel. Postal Telegraph Cable Co. v. Campbell, 70 Hun, 507; see, also, People v. Wemple, 129 N. Y., 523, sustaining this remedy.) In proceedings to review the decision of the Comptroller in assessing a tax the burden is upon the corporation to show that the Comptroller erred in imposing the tax of which it complains. (People ex rel. Western Elec. Co. v. Campbell, 80 Hun, 466.) The office of Comptroller of the State is a continuous office, and while the term of office of a particular incumbent may, and does by the tenure fixed by law, expire as to such incumbent, the office, nevertheless, devolves on his successor and is perpetual, and such successor succeeds to the records and papers of the office; therefore, a writ of certiorari is properly directed to the Comptroller of the State under section 2129 of the Code of Civil Procedure, although the determination of the Comptroller sought to be reviewed was made by a Comptroller in office preceding the one to whom the writ was directed, and the predecessor in office is not a neces- sary party to the proceeding in order to obtain a review of such deter- mination. (Matter of Tax against Tiffany & Co., 80 Hun, 486; reversed on other grounds by 144 N. Y., 166.) It seems that the return of the Comptroller to a certiorari to review his appraisal should set forth the items of the appraisal, instead of simply giving the total, and making the evidence a part of the return. (People ex rel. Union Pacific Tea Co. v. Roberts, 145 N. Y., 375.) Regulations as to such writ of certiorari. § 197. No certiorari to review any audit and statement of an account or any determination by the comptroller under this article, shall be granted unless notice of application therefor is made within thirty days after the service of the notice of such determination. Eight days’ notice shall be given to the comptroller of the applica- tion for such writ. The full amount of the taxes, percentage, inter- est and other charges, audited and stated in such account, must be deposited with the state treasurer before making the application and an undertaking filed with the comptroller in such amount and with such sureties as a justice of the. supreme court shall approve, to the effect that if such writ is dismissed or the determination of the comptroller affirmed, the applicant for the writ will pay all costs and charges which may accrue against him, or it in the prose- cution of the writ, including costs of all appeals. [L. 1881, ch. 361, § 17, without change of substance.] Warrant for the collection of taxes. § 198. After the expiration of thirty days from the sending by _ the comptroller of a notice of a statement of an account as provided in this article, unless the amount of such account shall have been paid or deposited with the state treasurer, if an appeal or other pro- 726 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. ceeding have been taken to review the same, and the undertaking given as provided in this article, the comptroller may issue a war- rant under his hand and official seal, directed to the sheriff of any county of the state, commanding him to levy upon and sell the real and personal property of the person, partnership, company, asso- ciation or corporation against which such account is stated, found within his county for the payment of the amount thereof with interest thereon and costs of executing the warrant, and to return such warrant to the comptroller and pay to the state treasurer the money collected by virtue thereof, by a time to be therein speci- fied, not less than sixty days from the date of the warrant. Such warrant shall be a lien upon and shall bind the real and personal property of the person, partnership, company, association or cor- poration against which it is issued, from the time an actual levy shall be made by virtue thereof. The sheriff to whom any such warrant shall be directed shall proceed upon the same in all respects, with like effect, and in the same manner as prescribed by law in respect to executions issued against property upon judgments of a court of record, and shall be entitled to the same fees for his services in executing the warrant, to be collected in the same manner. [L. 1885, ch. 501, § 18; L. 1882, ch. 409, § 322, as am. by L. 1894, ch, 196, without change of substance.] Information of delinquents. § 199. It shall be the duty of any person having knowledge of the evasion of taxation under this article by any corporation, asso- ciation, joint-stock company, partnership or person liable to tax- ation thereunder, for any omission on their part to make the reports required by this article, to make a written report thereof to the comptroller of the state, with such information as may be in his possession as may lead to the recovery of any taxes due the state therefrom. If, in his opinion, the interests of the state require it, the comptroller may employ such person to assist in the collection and preparation of evidence and in the prosecution and trial of actions for such taxes, and so much of the same, not exceeding ten per centum thereof, as may be collected from any such delinquent corporation, association, company, partnership or person, by reason of such report and such services, as shall have been agreed upon between such person and the comptroller or attorney-general as a compensation therefor, shall be paid to such person, and nothing shall be paid to such person for such report or services unless there shall be a recovery of taxes by reason thereof. [L. 1886, ch. 266, all, without change of substance.] Provisions APPLICABLE to CoRPORATIONS. 727 _ The Revised Tax Law. Action for recovery of taxes; forfeiture of charter of delinquent corporation. § 200. An action may be brought by the attorney-general, at the instance of the comptroller, in the name of the state, to recover the amount of any account audited and stated by the comptroller under the provisions of this article. If any such account shall remain unpaid at the expiration of one year after notice of the state- ment thereof has been sent as required by this article, and the comp- troller is satisfied that the failure to pay the same is intentional, he shall so report to the attorney-general, who shall immediately bring | an action, in the name of the people of the state, for the forfeiture of the franchise of any corporation, joint-stock company or associa- tion failing to make such payment, and if it is found that such failure was intentional, judgment shall be rendered in such action for the forfeiture of its franchise and for its dissolution, and there- after such franchise shall be annulled. [L. 1881, ch. 361, § 2; L. 1882, ch. 409, § 322, as am. by L, 1894, ch. 196; L. 1886, ch. 679, § 3, without change of substance.1 Reports to be made by the secretary of state. § 201. The secretary of state shall transmit on the first day of each month to the comptroller, a report of the stock corporations whose certificates of incorporation are filed, or of the foreign stock corporations to whom a certificate of authority has been issued to do business in this state, during the preceding month. Such report shall state the name of the corporation, its place of business, the amount of its capital stock, its purposes or objects, the names and places of residence of its directors, and, if a foreign corporation, its place of business within the state. The comptroller may pre- scribe the forms and furnish the blanks for such reports. The secretary of state shall make like reports to the comptroller when- ever required by him relating to any such corporations whose cer- tificates have been filed or to whom a certificate of authority has been issued prior to the time when this article takes effect, and dur- ing any period of time specified by the comptroller in his request for such report. [Revisers’ Note— New, in substitution for L. 1881, ch. 166, which requires each supervisor to report to the Comptroller a list of corporations doing business in his town.] Exemptions from other state taxation. § 202. The personal property of every corporation, company, association or partnership taxable under this article, other than for 728 Provisions APPLICABLE TO CORPORATIONS. The Revised Tax Law. an organization tax, shall be exempt from assessment and taxation upon its personal property for state purposes, if all taxes due and payable under this article have been paid thereby. The personal property of a private or individual banker, actually employed in his business as such banker, shall be exempt from taxation for state purposes, if such private or individual banker shall have paid all taxes due and payable under this article. Such corporation and private or individual banker shall in no other respect be relieved from assessment and taxation by reason of the provisions of this article. [Revisers’ Note.— L. 1881, ch. 361, § 8; L. 1886, ch. 679, § 4, as am. by L. 1891, ch. 218, without change of substance.] Application of taxes. § 203. The taxes imposed by this article and the revenues thereof shall be applicable to the general fund of the treasury and to the payment of all claims and demands which are a lawful charge thereon. [Revisers’ Note.— L. 1881, ch. 361, § 9; L. 1886, ch. 679, § 5: L. 1882, ch, 409, § 327, without change of substance.] JOINT-STOCK ASSOCIATIONS. Laws or 1894, Cuaprer 235. “ An Act in relation to joint stock associations, constituting chapter forty-five of the general laws,” as amended. Tue Joint-stock Association Law. Srction 1. Short title. Definitions. Contents of articles of association. Certificate to be filed within sixty days and annually there- after. Penalty. Evidence. Dissolution. Power to take and convey real property. Changing articles of association. When officer or stockholder not privileged from testifying. Laws repealed. 10. When to take effect. ge ro $0: UST Sein Short title. Section 1. This chapter shall be known as the joint stock asso- ciation law. Definitions. § 2. As used in this chapter, the term joint stock association includes every unincorporated joint stock association, company or enterprise having written articles of association and capital stock divided into shares, but does not include a corporation; and the term stockholder includes every member of such an association. The distinction between joint-stock companies and corporations and the essential characteristics of each, are very fully discussed in People ex rel. Winchester, as Treasurer, etc., v. Coleman, 133 N. Y., 279. In that case it was held that the National Express Company, a joint-stock company, is not subject to local taxation under the provisions of the Revised Statutes (1 R. S., title 4, chap. 18, part 1), which enacts that ‘all monied or stock corporations deriving an income or profit from their capital or otherwise, shall be liable to taxation on their capital,” etc. (People ex rel. Platt v. Wemple, 117 N. Y., 136.) 730 Articies or Association ; ANNUAL CERTIFICATE. Joint-Stock Associations. In view of the reasoning of the court in People ex rel. Winchester y, Coleman, above cited, it very clearly appears that joint-stock associations are not liable to the tax for the privilege of organization under L. 1896, ch. 908, § 180. (See said section, ante, pages 73, 74.) Joint-stock companies are, however, subject to annual taxation under the State Tax Law. (People ex rel. Platt v. Wemple, 117 N. Y., 1386.) Under section 1919 of the Code of Civil Procedure, which provides for actions against the presidert and treasurer of unincorporated associa- tions consisting of more than seven members, upon any cause of action for which the plaintiff could maintain an action against all the associates, the plaintiff must allege and prove, and it must be found that all the members of the association were liable jointly or severally to pay his claim. (McCabe v. Goodfellow, Treas., etc., 133 N, Y., 89.) Contents of articles of association. § 3. The articles of association of a joint stock association may: 1. Provide that the death of a stockholder thereof or the trans- fer of his shares of stock therein, shall not work a dissolution of the association. 2. Prescribe tne number of its directors, not less than three, to have the sole management of its affairs; 3. Contain any other provision for the management of its affairs, not inconsistent with law. This act fails to provide for the filing of the articles of association in any public office. Certificate to be filed within sixty days and annually thereafter; penalty; evidence. § 4. Every joint stock association transacting business within this state shall, within sixty days after its formation, and in each January thereafter, file with the secretary of state, and with the clerk of the county in which its principal business is carried on, a written certificate, signed and verified by its president and treae- urer, stating the name and date of organization of such association, the number of its stockholders, the names and places of residence of its officers, and its principal place of business. Such certificates shall be recorded in such offices respectively. Any such certificate, the record thereof, or a certified copy of such certificate, or record shall be presumptive evidence of the truth of all facts therein stated, against such association, its officers and stockholders. The officers of a joint stock association who fail to comply with the provisions of this section shall be jointly and severally liable to pay to the people of this state a penalty of fifty dollars for each day such failure continues. For form of certificate under the above section, see post, form No. 130. Dissotvrion ; Conveyance or Rea Property. 731 Joint-Stock Associations. Dissolution. § 5. A joint stock association shall not be dissolved except in pursuance of its articles of association, or by consent of all its stock- holders, or by judgment of a court for fraud in its management, or for good cause shown. One or more members of a joint-stock association may maintain an action for its dissolution whenever a proper occasion arises rendering it legitimately desirable to wind up its affairs, and the right to bring such an action is not confined to the Attorney-General, as is the case where it is sought to dissolve a corporation. (Snyder v. Lindsey, 92 Hun, 482.) Power to take and convey real property. § 6. A joint stock association in the name of its president, as such president, may purchase, take, hold and convey such real property only, 1. As may be necessary for its immediate accommodation in the convenient transaction of its business. 2. As may be mortgaged to it in good faith by way of security for loans made by or moneys due to it. 3. As it may purchase at sales under judgments, decrees or mortgages held by it. Changing articles of association. § 7. Any change in the articles of association of a joint stock association, not inconsistent with law, may be made with the con- sent of all its stockholders, or otherwise as the articles of association may provide. Unless the articles of association of a joint stock association contain provisions to the contrary, its directors may be increased or reduced to not less than three; its capital stock may be increased or reduced; or the term of its existence may be extended, with the consent of its stockholders owning at least two-thirds of its stock issued and outstanding, on the following terms and condi- tions: The consent of the requisite number of stockholders must be given by vote, or by writing presented and filed, at a regular or regularly called special meeting. Notice of the time and place of such meeting with notice of the proposed change must be per- sonally served on each stockholder of the association at least thirty days before the meeting, or by mailing it to such stockholder at his last-known post-office address at least sixty days before the meeting. The amount of its capital stock shall not be reduced below the amount of its paid-up capital stock, nor shall it be reduced if the liabilities of the association exceed its assets. 732 Orricer or StocKHOLDER Testiryina; Laws Repraten. Joint-Stock Associations. When officer or stockholder not privileged from testifying. § 8. An officer or stockholder of a joint stock association is not privileged from testifying in an action or proceeding against such association or any stockholder thereof as to its existence, the mem- bers composing it, or any fact relating to its organization, Laws repealed. § 9. The following laws are repealed: Of the laws of 1854, chapter 245. Of the laws of 1867, chapter 289. Of the laws of 1885, chapter 505. § 10. This act shall take effect immediately. FORMS. No. 1. Petition by a Stock Corporation for Change of Name, See §§ 2411-2414 of the Code of Civil Procedure. Supreme Court, Stare or New York, County oF In THE MaTTER of THE APPLICATION OF THE [insert name] ComPANY FOR AUTHORITY TO Cuanez 11s Name To THE [insert name] ComPany. -To the Supreme Court of the State of New York: The petition of the [¢nsert name] Company respectfully shows to this court, as follows: That it is a corporation duly incorporated under a general law [or by a special law] of this state, to wit: [State the law], and that the objects for which it was formed are: [Jnsert objects}. That its principal business office is situated in the city [or village] of , in the county of , and State of New York. That the present name of your petitioner is the [¢nsert name] Company, and that the name it desires to assume is the [insert same] Company. That the following are the grounds of this application, namely : [Insert same]. That this petition for an order for such change of name of said corporation has been duly authorized by a resolution of its board of directors adopted at a meeting of said board held on the day of 189 That annexed hereto is a certificate of the secretary of state, that the name which said corporation proposes to assume is not the name of any other domestic corporation or a name which he deems 80 nearly resembling it, as to be calculated to deceive. 734 Cuanae or Corporate Name. Forms — No. 2. Wherefore, your petitioner prays for an order of the court authorizing it to change its corporate name from the [insert name] Company and to assume instead thereof the corporate name, the [insert proposed name] Company. Dated 189. The [nsert corporate name] Company, [Corporate By [signature] President, State or New York, . County of 5 } Bees [Insert name of president}, being duly sworn, says, that he is the president of the [¢nsert corporate name] Company, the peti. tioner above named; that he has read the foregoing petition, by him subscribed, and knows the contents thereof; that the same is true to the knowledge of the deponent; that the seal affixed to said petition is the corporate seal of said company and was affixed thereto by the authority of the board ot directors of said com- pany, and that he signed said petition on behalf of said company, by the like authority. [Signature of president.] Sworn to before me this day of 189 [Signature of notary.) No, 2. Notice of Application for Order to Change Name. See §§ 2411-2414 of the Code of Civil Procedure. Notice is hereby given that the [insert corporate name] Com pany, a domestic corporation, having its principal business office in the city [or village] of , county of _ and State of New York, will apply to the supreme court of the State of New York, at a special term thereof, to be held at , in the city {or village] of , county of , on the day of , 189 ,at o’clock in the forenoon of that day, or as soon thereafter as counsel can be heard, for an order author- Cuance or Corporate Name. 735 Forms — Nos. 3, 4. izing said corporation to change its corporate name to the [¢nsert proposed name] Company. Dated, Albany, N. Y., , 189 The [znsert corporate name] Company, By [s¢gnature of] President. No. 3. Resolution of Directors Authorizing Application for Change of Name, Resolved, by the board of directors of the [insert corporate name] at a meeting duly convened this day of ,18 , that it is desirable that the corporate name of said company should be changed from that of the [insert name] to the name, [insert pro- posed name], for the following reasons, to wit: [State them]; Therefore, Be It Resolved, by said board of directors, that appli- cation for an order of the supreme court to authorize the said compauy to assume the name, [insert name] be made in the manner required by law, and that the president be and is hereby directed to sign and verify a proper petition for that purpose, and to aflix the seal of the corporation thereto. No. 4. Order Changing Corporate Name. See §§ 2411-2414 of the Code of Civil Procedure. Ata Special Term of the Supreme Court of the State of New York, held at the in the city of , on the day of , 189 Present: Hon. E. L. F., Justice. [Insert title, as in form No. 1.] Upon reading and filing the petition of the [ensert corporate name] Company, a domestic stock corporation, duly verified by , its president, wherein said petitioner prays for an order authorizing it to assume another corporate name, to wit, the name [*nsert new name] Company, and upon filing the certificate " of the secretary of state annexed thereto, certifying that the name which such corporation proposes to assume is not the name of any 736 Cuance or Corporate Name. Forms — No. 4. other domestic corporation or a name which he deems so nearly resembling’ it, as to be calculated to deceive, and upon filing due proof by affidavits showing that notice of the presentation of said petition has been duly published for six weeks in the [ensert name of paper), the paper at Albany in which notices by state officers are authorized by law to be published, and in the [isert name of paper], a newspaper of the county of , in which county such corporation has its business office [or 2f the corporation be located in the city and county of New York, that such notice has been so published in two daily newspapers in such county], and the court being satisfied by said petition, and by the affidavits and cer- tificate presented therewith, that the petition is true, and that there is no reasonable objection to the change of name proposed, and that the petition has been duly authorized, and that notice of the pre- sentation of the petition, as required by law, has been made; Now, on motion of , attorney for the said petitioner, no one opposing, it is Ordered, that said petition be and the same hereby is granted, and that the petitioner herein, the [insert corporate name] Com- pany, be and it hereby is authorized to assume another corporate name, to wit, the name [insert same], on and after the day of , 189 , and it is further ordered and directed that this order be entered, and the papers on which it is granted be filed, within ten days from the date hereof, in the office of the clerk of county, the county in which the certificate of incor- poration of said corporation is filed, and that a certified copy of this order, within ten days after the entry thereof, be filed in the office of the secretary of state, and further, that a copy of this order be published once a week for four successive weeks in the [name of newspaper], a newspaper in the county of , beginning within ten days after the entry hereof. The foregoing order is to be filed and recorded in the office of the County Clerk, who is entitled to a filing fee of six cents, a recording fee of ten cents a folio and for a certified copy eight cents a folio. Such certified copy must be filed in the office of the Secretary of State. No fee is payable at the latter office for such filing. If the proceedings are for the change of name of a railroad corporation the petition must be approved by the board of railroad commissioners. See page 12, AMENDED CerrRTIFIOATE TO Correct Derresct. 737 Forms — No. 5. ante; see also provisions as to the designation by said board of a newspaper in which the notice is to be publishsd, ante, page 14. It should also be noted that a certified copy of the order in such cases must be filed in the office of said board, ag well as in the office of the Secretary of State, No. 6. Amended Certificate to Correct Informality or Defect. See the General Corporation Law, § 7. AMENDED CERTIFICATE OF THE Company. We, the undersigned directors [or corporators] of [insert name of corporation] for the purpose of correcting an informality in the original certificate of incorporation of said corporation consisting of [e. g., an omission to state in said certificate the term of cor- porate existence of such corporation]. [Or for the purpose of striking out matter not authorized by law to be stated in the original certificate of incorporation of said corporation, as follows, to wit: State unauthorized matter]. [Or for the purpose of correcting a defect in the proof or acknowledgment appended to the original certificate of imeorpora- tion of said corporation], do hereby make and file this amended certificate, pursuant to the General Corporation Law of the State of New York, section 7, and for such purpose, do certify and declare as follows: [Here insert all the recitals contained in the original certificate, adding also the one for the supplying or correction of which the amended certificate is made ; or omitting the matter unauthorized by law to be stated ; or by making the desired correction. ] In Wirwuss Wurrzor, we have made and filed this amended certificate in duplicate, and have hereunto subscribed our names. Dated this day of 189 [Stgnatures.] 47 738 Awunpgep Crrtiricats to Curreot Derscr. Forms — No. 6. Strate or New York, : County of ; ae On this day of 189 , before me personally came [insert names], known to me to be the individuals described in and who executed the foregoing amended certificate, and they severally acknowledged to me that they executed the same for the uses and purposes therein mentioned. [Segnature of notary.] The fees upon filing this certificate are: Office of Secretary of State, fifteen cents a folio for recording ; office of County Clerk, filing, six cents, recording, ten cents a folio. No. 6. Amended Supplemental Certificate to Correct Informality or Defect. See the General Corporation Law, § 7. AMENDED SUPPLEMENTAL OERTIFIOATE OF THE Company. We, the undersigned, directors of [insert corporate name] Vom pany, do hereby certify that in the certificate of reduction of capital stock of such corporation from $150,000 to $100,000, filed in the office of the Secretary of State on the day of ; 189, and in the office of the clerk of the county of on the day of , 189 , an informality exists, as fol- lows, to wit: [Example given : That such informality consists of am erro- neous statement of the amount of debts and liabilities of the corporation. | Therefore, we, the undersigned directors of the [insert corporate name] Company aforesaid, do hereby make and file this amended certificate for the purpose of correcting such informality or defect, pursuant to the provisions of the General Corporation Law, ace- tion 7, and for cuch purpose do certify and declare as follows: [Here set forth the certificate as amended.] In Wirwess WueErzor, we have made and acknowledged this amended certificate in duplicate, and have hereunto set our hands this day , 189 [Signatures of directors.} AMENDED CERTIFICATE To Correcr DeErscr. 739 Forms — No. 7. Strate or New York, ; County of ‘ aie On tuis day of , 189 , before me personally came [insert names of the directors], known to me to be the indi- viduals described in and who executed the foregoing amended certificate, and they severally acknowledged to me that they exe- cuted the same for the uses and purposes therein mentioned. wee e wee er een cere rat oe Notary Public, County, NV. ¥. (As to fees see note to preceding form.) No. 7. Petition to Court to Amend Certificate of Incorporation which Fails to State True Objects of Corporation. See the General Corporation Law, § %. Supreme Covrt, County. In THE MATTER OF THE PETITION OF THE [insert corporate name] CoMPANy, TO AMEND IT8 CERTIFICATE oF INCORPORATION. To the Supreme Court of the State of New York: The petition of the [insert corporate name], the above-named petitioner respectfully shows to this court that it is a corporation, duly incorporated, organized and existing under and by virtue of the laws of the State of New York. That annexed hereto and marked “Exhibit A” is a copy of the original certificate of incorporation of said corporation, which, as your petitioner is informed and verily believes, was duly filed and recorded in the office of the Secretary of State of the State of New York, on the day of 189 ,and a duplicate original [or a certified copy thereof was also on the day of 189 , duly filed and recorded in the office of the clerk of county. 740 AMENDED CERTIFICATE TO Correct DEF«Eocr. Forms — No. 7. That such certificate of incorporation, so filed as aforesaid, fails to express the true object and purpose of the corporation, so as to truly set forth such object and purpose. That it is and has been ever since the filing of said certificate of incorporation the inten- tion and purpose of the incorporators to, and the true object and purpose of said corporation is, to [state same]. That annexed hereto and marked “Exhibit B,” is a proposed amended certificate of incorporation duly signed and acknowledged by the directors of said corporation for the first year as named in the original certificate of incorporation. That said proposed amended certificate expresses the true object and purpose of said corporation as hereinbefore set forth, and the petitioner prays for an order of this court amending said original certificate so as to truly set forth such object and purpose, and permit your petitioner to file for record with said Secretary of State and County Clerk of county, said certificate so amended. The [insert corporate name] Company, ee | By [ségnature] President. Strate or New York, ; County of : } pont [Name of president], being duly sworn, says that he is the president of the [insert corporate name], the petitioner named in the foregoing petition; that the foregoing petition is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and that as to those matters he believes it to be true; that he affixed the corporate seal of said corporation to said petition and signed the same on behalf of said corporation by the authority of its board of directors. [Signature of president.] Sworn to before me this day of 189 , } [Stgnature of notary.) ‘AMENDED CrrtTiFicaTE To Correct DEFEct. 741 Forms— No. 8. No. 8. Notice of Application to Court for Correction of Objects. See the General Corporation Law, § 7 Srare or New Yorx, Supreme Court. In toe Matter oF THE PETITION OF THE [insert corporate name] TO AMEND ITS CERTIFI- CATE oF INCORPORATION. Sir: — Please take notice, that upon the petition, with a copy of which you are herewith served, a motion will be made at the next Special Term of this court, appointed to be held at the in the city [or village] of in and for the county of , on the day of 189 , at the opening of the court on that day, or as soon thereafter as counsel can be heard, for a rale or order in this proceeding, amending the original certificate of incorporation of the [insert corporate name}, filed and recorded in the office of the Secretary of State, and also in the office of the clerk of county, on or about the day of . 189 , so as to truly sct forth the true object and purpose of said corporation as stated in said petition, and permitting the petitioner to file said amended certificate and to have the same recorded in the office of the Secretary of State, and also in the office of said clerk of county, in the manner required by law, or for such other or further order of relief in the premises as shall be just. Dated the day of , 189 Yours, etc., Attorney for the Petitioner. Office address: ...++eeesssecee F To Hon. ....cceesaeecees Attorney-General. 742. By-Laws ror Stock CorPorRatIoNs. Forms — No. 9. No. 9, By-Laws for Stock Corporations. See the General Corporation Law, § 11. oC Pen 7 te BY-LAWS OF THE COMPANY. Articte I].— Mezerrtines or STocKHOLDERS. Section 1. The annual meeting of the stockholders of this com. pany shall be held at the office of the corporation, in the Cl, of hase , on the faeg., second Monday in January] of each and every year, at t$ o’clock, noon, for the election of directors and such other business as may properly come before said meeting. Notice of the time, place and object of such meeting shall be given by publication thereof, at least once in each week for two succes- sive weeks immediately preceding such meeting, in the manner required by GE ost Goksom tiee Leves escttore Sh, and by mailing, at least /O days previous to such meeting, postage prepaid, a copy of such notice, addressed to each stockholder at his residence or place of business, as the same shall appear on the books of the corporation. No business, other than that stated in such notice, shall be transacted at such meeting without the unanimous consent of all the stockholders present thereat, in person or by proxy. Section 2. Special meetings of stockholders, other than those regulated by statute, may be called at any time by a majority of the directors. It shall also be the duty of the president to call such meetings nee requested in writing, 80 1 tg do, by stockholders owning Zoe, of the stoc notice’ of every special meeting, stating the time, place and object thereof, shall be given by mailing, postage prepaid, at least /0 days before such meeting, a copy of such notice addressed to each stockholder at his post- office address as the same appears on the books of the corporation. Section 3. At all meetings of stockholders there shall be present, i ither in person, or by proxy, stockholders owning Go/ of the eapital stock of the corporation in order to constitute a quorum, except at special elections of directors pursuant to section 26 of the General Corporation Law. Go By-Laws ror Stock Corporations. 143 Forms — No. 9. Section 4. At all annual meetings of stockholders the right of any stockholder to vote shall be governed and determined as pre- scribed in the General Corporation Law, sections 20-2t-amd-22== Section 5. If, for any reason, the annual meeting of Foakholders shall not be held as hereinbefore provided, such annual meeting shall be called and conducted as prescribed in the General Corpo- ration Law, sections 44,-25-amrd-26. Section 6. At all >4 mentee of stockholders, only such persons shall be entitled to vote in person and by proxy who appear Cory stockholders upon the transfer books of the corporation for ten days immediately preceding such meeting. Section 7. At the annual meetings of stockholders the following shall be the order of business, viz. : 1. Calling the roll. . Proof of proper notice of meeting. . Report of President. . Report of Treasurer. . Report of Secretary. . Report of Committees. . Election of Directors. . Miscellaneous business. CO “1 mH or FP OO ND Section 8. At all meetings of stockholders all questions, except the question of an amendment to the by-laws, and the election of directors and inspectors of election, and all such other questions, the manner of deciding which is specially regulated by statute, shall be determined by a majority vote of the stockholders present jn person or by proxy; provided, however, that any qualified voter may demand a stock vote, and in that case, such stock vote shall immediately be taken, and each stockholder present, in person or by proxy, shall be entitled to one vote for each share of stock owned by him. All voting shall be viva voce, except that a stock vote shall be by ballot, each of which shall state the name of the stockholder voting and the number of shares owned by him, and, in. addition, if such ballot be cast by a proxy, it shall algo state the name of such proxy. 744 By-Laws ror Stock Corporations. Forms — No. 9. Section 9. At sp ial meetings of stockhold the provisions of sections 20, 21,42, 25 and of the Gezferal Corporation Law shall apply tothe casting of all votes. ~ Articite IJ.— Drrecrors. Section 1. The directors of this corporation shall be elected by ballot, for the term of one year, at the annual meeting of stock- holders, except as hereinafter otherwise provided tor filling vacan- cies. The directors shall be chosen by a plurality of the votes of the stockholders, voting either in person or by proxy, at such annual election, as-provided t i Section 2. Vacancies in the board of directors, occurring during the year, shall be filled for the unexpired term, by a majority vote of the remaining directors at any special meeting called for that purpose, or at any regular meeting of the board. Section 3. In case the entire board of directors shall die or resign, any stockholder may call a special meeting in the same manner that the president may call such meetings, and directors for the unex- pired term may be elected at such special meeting in the manner provided for their election at annual meetings. Section 4. The board of directors may adopt such rules and regu- lations for the conduct of their meetings and management of the affairs of the corporation as they may deem proper, not inconsistent with the laws of the State of New York, or these by-laws. Section 5. The board of directors shall meet on the [e-g., second Monday] of every month, and wuenever called together by the president upon due notice given to each director. On the written request of any director the secretary shall call a specia! meeting of the board. Section 6.. All committees shall be appointed by the board of directors. Arxticte IIT. — Orricers. Section 1. The board of directors, immediately after the annual meeting, shall choose one of their number by a majority vote to be president, and they shall also appoint a vice-president, secretary and treasurer. Each of such .officers shall serve for the term of one year, or until the next annual election. By-Laws ror Srooxk Corporations. 745 Forms — No. 9. Section 2. The president shall preside at all meetings of the board of directors, and shall act as temporary chairman at, and call to order all meetings of the stockholders. He shall sign certificates of stock, sign and execute all contracts in the name of the company, when authorized so to do by the board of directors; countersign all checks drawn by the treasurer; appoint and dis- charge agents and employes, subject to the approval of the board of directors, and he shall have the general management of the affairs of the corporation and perform all the duties incidental to his office. Section 3. The vice-president shall, in the absence or incapacity of the president, perform the duties of that officer. Section 4. The treasurer shall have the care and custody of all the funds and securities of the corporation, and deposit the same in the name of the corporation in such bank or banks as the directors may elect ; he shall sign all checks, drafts, notes and orders for the payment of money, which shall be countersigned by the president, and he shall pay out and dispose of the same under the direction of the president ; he shall at all reasonable times exhibit his books and accounts to any director or stockholder of the company upon appli- cation at the office of the company during business hours; he-slrell sign-all-certifteates-of-stoek—signed-—by.ihe presidems; he shall give such bonds for the faithful performance of his duties as the board of directors may determine. Section 5. The secretary shall keep the minutes of the board of directors, and also the minutes of the meetings of stockholders; he shall attend to the giving and serving of all notices of the company, and shall jfix he geal of: the company to all certificates of stock, when wight cferenl oes} troucnner he shall have charge of the certificate book and such other books and papers as the board may direct ; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office. He shall also keep a stock-book, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereon, and such book 746 By-Laws ror Stock Corporations. Forms — No. 9. = shall be open for inspection as prescribed by section #@ of the Stock ration Law. - ere He ip teewe ) Leewbaty + Auermne he A sapePown ARTIOLE > TAL Stoox. Section 1. Subscriptions to thd capital stock must be paid to the treasurer at such time or times, and in such installments, as the board of directors may by resolution require. Any failure to pay an installment when required to be paid by the board of directors shall work a forfeiture of such shares of stock in arrears, pursuant to section of the Stock Corporation Law. Section 2. Certificates of stock shall be numbered and registered in the order they are issued, and shall be signed by the president or vice-president and by the secretary or treasurer, and the seal of the corporation shall be affixed thereto. All certificates shall be bound in a book, and shall be issued in consecutive order there- from, and in the margin thereof shall be entered the name of the person owning the shares therein represented, the number of shares, and the date thereof. All certificates exchanged or returned to the corporation shall be marked canceled, with the date of cancel- lation, by the secretary, and shall be immediately pasted in the certificate book, opposite the memorandum of its issue. Section 3. Transfers of shares shall only be made upon the books of the corporation by the holder in person or by power of attorney duly executed and acknowledged and filed with the secretary of the corporation, and on the surrender of the certificate or certifi- cates of such shares. J 4. Wheneéver the Aapital stock ~f the corporation is increaséd, each béna fide owner of its stock shall bé¢ entitled to at the time/of such incredse. f ArticLte V.— Drvipenps. Section !. Dividends shall be declared and paid out of the surplus profits of the corporation as often and at such times as the board of directors may determine, and-in-aecordance with-seetion-23-of-the Steck-Corporation “kaw. StTaTEMENT, ETC., BY Fornign CoRPoRATION. 747 Forms— No. 10. ARTIOLE VI.— Inspectors. Section 1. Two inspectors of election shall be elected at each annual meeting of stockholders to serve for one year, and if any inspector shall refuse to serve or shall not be present, the meeting may appoint an inspector in his place. Articte VIJI.—Szat. Section 1. The seal of the corporation shall be in the form of a circle, and shall bear the name of the corporation and the year of its incorporation. Artiote VIII.— AmenpMeEnts. Section 1. These by-laws may be amended at any stockholders’ meeting by a vote of the stockholders owning a majority of the stock, represented either in person or by proxy, provided the pro- posed amendment is inserted in the notice of such meeting. A copy of such amended by-law shall be sent to each stockholder within ten days after the adoption of the same. By-laws are not required to be filed in any public office. After adoption they should be entered in the book of minutes of the corporation. No. 10. Statement and Designation by a Foreign Stock Corporation under the General Corporation Law, section 16, and the Code of Civil Procedure, section 432. See the General Corporation Law, ante. _ Pursuant to the provisions of section 16 of the General Corpora- 4 tion Law of the State of New York, and section 432 of the Code of Civil Procedure of said State, the [insert corporate name] Company, a stock corporation, organized and existing under and by virtue of the laws of the State of [or Kingdom of, a8 the case may be] does hereby make a statement and designa- tion under its corporate seal, to be filed with the annexed sworn copy of its charter or certificate of incorporation, as follows, to wit: First. That the business or objects of the said corporation which it is engaged in carrying on (or which it proposes to carry on), 748 SraTEMENT, ETc., BY ForEIgN CoRPoRATION. Forms— No. 10. within the State of New York, is (or are) as follows: [State business or objects. ] Second. That the place within the State of New York which is to be its principal place of business is [¢nsert location]. Third. That said corporation hereby designates [znsert name of person] as a person upon whom a summons may be served within the State of New York, or any process or other paper, whereby a special proceeding is commenced in a court, or before an officer, except a proceeding to punish for contempt, and except where special provisions for the service thereof is otherwise made by law. Fourth. That said [insert name of person], so designated, has an office or place of business at No. street, in the city [or village] of ,* the place where said corporation is to have its principal place of business within the State of New York.t Fifth. That the written consent of said [¢n+seré name] to such designation, duly signed and acknowledged, is hereunto annexed. Sixth. That a sworn copy of the charter [or certificate of incor- poratiun] of said incorporation is hereunto annexed. In Witness Wuerreor, the [insert corporate name] Company, the corporation hereinbefore mentioned and described, has caused this instrument to be executed by its president [or vice-president, or other acting head], and has caused its corporate seal to be hereunto affixed this day of , 189 THE [¢nsert corporate name] COMPANY, (aan By [signature] President [or vice- president, or title of other acting head of corporation). STATE OF 4 | en County of On this day of , 189 , before me, the sub- scriber, personally came [insert name], the president [or vice-presi- dent, or as the case may be,] of the [insert name of corporation] *If it is within the city, the street and street number, if any, or other suitable designation of the particular locality should be stated. +The person so designated must have an office or place of business at the place where euch corporation is to have its principal place of business within the State. SraTeMEnNt, ETC., BY Foreran Corporations. 749 Forms — No. 10. Company, to me personally known, who being by me duly sworn, did depose and say, that he resides in the city [or village] of , State of ; that he is the president [or as the case may be] of the said [insert corporate name] Com- pany; that he knows the corporate seal of said company; that the seal affixed to the foregoing instrument is such corporate seal, and was affixed thereto by the authority of the board of directors of said company, and that he executed said instrument as president [or as vice-president, or as the case may be, of the said company by the like authority. In Testimony Wuereor, I have hereunto set my hand the day and year above written. were c er nese tens weer Notary Public, County. Consent to be Attached to Foregoing Certificate. I, [insert name], the person designated in the foregoing instru- ment as a person upon whom a summons or any process, as therein mentioned, against the [insert name of corporation] may be served within the State of New York, do hereby consent to such designation. In Wirness Wuerror, I have hereunto set my hand this by, day of , 189 & [Signature. ] Starz or New York, } i 5 County of On this day of , 189 , before me personally came , to me known to be the person described in and who signed the foregoing consent, and he acknowledged to me that he signed and executed the same for the uses and purposes therein mentioned. Notary Public, County, WV. ¥. 750 STATEMENT, ETO., BY Foreign CoRPoRaTIons. Forms — No. i1. Sworn Copy of Charter or Certificate of Incorporation to be Attached to Foregoing Certificate. [Here append copy of the charter or certificate of incorporation. } Oath to be Annexed to Copy of Charter or Certificate of Incorporation. Srate oF ; } ae County of [Insert name], being duly sworn, deposes and says, that he is the secretary [or other officer] of [insert name of corporation] Company, a corporation organized under the laws of the State of ; that the foregoing is a true copy of the charter [or certificate of incorporation] of said corporation, and of the whole thereof. [Signature. } Sworn to before me this | day of , 189 [Signature of Notary.) The foregoing papers should be attached so as to constitute one complete instrument, and filed with the Secretary of State, who will thereupon issue the certificate of authority. The fees at the office of the Secretary of State are eleven dollars. (Executive Law, L. 1892, ch. 683, § 26, subds. 7 and 13.) A certified copy of the certificate of incorporation will not suffice. The act requires a sworn copy. In case an acknowledgment or affidavit is taken before a notary public or justice of the peace in another state, the act of such person should be authenticated by the certificate of the county clerk. No certificate of a county clerk is necessary when such acknowledgment or affidavit is taken in another state by a commis- sioner of deeds acting under appointment from the Governor of the State of New York. No. 11. Resolution of Board of Directors of a Foreign Corporation. Resolved, That the president [or vice-president, or as the case may be,] of the [insert corporate name] be and he is hereby author- ized and directed to execute in the name and on behalf of said corporation the statement required to be filed by foreign corpora SraTEMENT, ETC., BY ForriGN CorpPoratTIoNs. 751 Forms — No. 12. tions under the provisions of the General Corporation Law of the State of New York, to attach the seal of the corporation thereto, and in said statement to designate [¢nsert name of person] in the manner prescribed by the Code of Civil Procedure as the person upon whom process against the corporation may be served within the State of New York, and further to do all acts and things neces- sary to comply with the provisions of law in said State. No. 12. Revocation and New Designation by a Foreign Corporation. Pursuant to the provisions of section 16 of General Corporation Law of the State of New York, and section 432 of the Code of Civil Procedure of said State, the [énsert corporate name] Com- pany, a stock corporation organized and existing under and by virtue of the laws of the State of , does hereby certify as tollows : That said corporation hereby revokes the designation by it heretofore made of [insert name of person], as the person upon whom process against the said cérporation may be served within the State of New York. That in the place and stead of said designation, hereby revoked, the said [insert corporate name] Company hereby designates [insert name of person] as the person upon whom a summons against said corporation may be served within the State of New York, or any process or other paper, whereby a special proceeding is‘commenced in a court, or before an officer, except a proceeding to punish for contempt, and except where special provision for the service thereof is otherwise made by law. That the said [insert name], hereby designated, has an office or place of business at No. street, in the city [or village| of , the place where said corporation is to have its principal place of business within the State of New York. That the written consent of said [insert nume] to such designa- tion, duly signed and acknowledged, is hereto annexed. 752 SraTemMEnNT, ETC., BY Forrren CoRPoRATIONS. Forms — No. 18. In Wiryess Wurrzor, the [insert corporate name] Company, the corporation hereinbefore mentioned and described, has cansed this instrument to be executed by its president [or vice-president, or other acting head], and has caused its corporate seal to be here. unto affixed this day of , 189 THE [insert corporate name] COMPANY, [ Soeur By [signature] President [or vice. president or title of other acting head of corporation.] [Attach proof of execution, consent of person designated and acknowledgment as in form No. 10.] This certificate, when properly executed, is to be filed in the office of the Secretary of State. No fee is payable. No. 138, Certificate of Removal of Office of Designee. See the General Corporation Law, § 16. Tuts 1s To certiry, That I, , the person desig- nated by the Company, a stock corporation organized and existing under the laws of the State of ; by a certain certificate filed in the office of the Secretary of the State of New York on , 18 , as the person upon whom process against said corporation may be served within the State of New York, have removed my office and place of business within the State of New York from No. street in the city [or village] of » to No. street, in said city, {or village] and that from and after the day of , 18 , my office and place of business will be at said No. street in the city [or village] of In Wirnuss Wuereor, I have hereto set my hand at , this day of , 18 [Signature.] Proxy FRoM A STOCKHOLDER. 753 Forms— No. 14. Srate or New ree aad County of , On this day of , 18 , before me personally appeared. , to me known to be the person described in and who executed the foregoing certificate and acknowledged to me that he executed the same for the uses and purposes therein set forth. [Signature of Notary Public.] The foregoing is to be filed in the office of the Secretary of State. No fee is payable. No. 14. Form of Proxy from a Stockholder. See the General Corporation Law, § 21. Kyow ALL MEN BY THESE PRESENTS, That I, : 5 do hereby constitute and appoint OC. D. to be my lawful attorney, substitute and proxy for me, and in my name to vote upon all the stock held by me in [énsert name of corporation] at the annual meeting of stockholders of such corporation [or at @ special meeting of such corporation, as the case may be,] to be held on the day of , 189 , and at any adjourned meeting thereof, as fully and with the same effect as I might or could do were I personally present at such meeting; and I hereby revoke any proxy or proxies heretofore given by me to any person or persons whatsoever. In Wirness Wuerror, I have hereunto set my hand and seal this day of , 189 [Stgnature. ] {u. 8.] In presence of All proxies must be filed in the office of the corporation, 48 154 Proxizs; OaTH or CHALLENGED VOTER. Forms— Nos. 15, 16, 17. No. 15. Form ot Proxy from a Bondholder. See the General Corporation Law, § 21. Know ALL MEN BY THESE PRESENTS, That I [insert name], do hereby constitute and appoint C. D. to be my lawful attorney, substitute and proxy for me, and in my name to vote upon all the bonds held by me in [znsert name of company], at a meeting of the bondholders of such corporation, to be held on [proceed as in form Wo. 14). See note to preceding form. No. 16. Form of Proxy from a Member of a Non-stock Corporation. See the General Corporation Law,'§ 21. Kyow ALL MEN BY THESE PRESENTS, That I [¢nsert name], do hereby constitute and appoint O. D. to be my lawful attorney, substitute and proxy for me, and in my name to vote at the annual meeting [or at a special meeting, as the case may be,] of the members of [insert name of corporation], to be held on the [ proceed as in form No. 14}. See note to form No. 14. No. 17. Oath of Challenged Voter. See the General Corporation Law, § 22. Srate or New Yor«, } pies County of I do solemnly swear that in voting at this election I have not, either directly, indirectly or impliedly, received any promise or any sum of money, or anything of value to influence the giving of my vote or votes at this meeting, or as a consideration therefor ;* that I have not sold or otherwise disposed of my interest in or title to any * If a non-stock corporation, the words succeeding the * should be omitted. Proxies; Oara or CHaLLencep VoTER. 155 Forms — No. 18. shares of stock or bonds in respect to which I offer to vote at this election, but that all such shares or bonds are still owned by me. [Szgnature of voter.] Subscribed and sworn to before me { this day of , 189. wee em twee weer cere ees > Inspector of Election. The oath taken as above must be filed in the office of the corporation. No. 18. Oath of Challenged Proxy. \ See the General Corporation Law, § 22. Stare or New York, sed County of I do solemnly swear that I have not, either directly, indirectly or impliedly, given any promise or any sum of money or anything of value to induce the giving of a proxy to me to vote at this election, or received any promise or any sum of money or anything of value to influence the giving of my vote at this meeting, or as a conside- ration therefor,* and that the title to the stocks and bonds upon which I now offer to vote is, to the best of my knowledge and belief, truly and in good faith vested in the persons in whose names they now stand. [Signature of proxy.] Subscribed and sworn to before me } this day of 189 . Ce ee ’ Inspector of Election. The oath taken as above must be filed in the office of the corporation. *If a non-stock corporation the words succeeding the * should be omitted. 756 - §proran Exzction or Directors. Forms — Nos. 19, 20. No. 19. Notice of Special Election of Directors. See the General Corporation Law, § 24+ To the stockholders * of the [¢nsert corporate name]: Notice is hereby given that the election of directors for the [¢nsert corporate name] not having been held on the day designated in the by-laws, a meeting of the members of said corporation, for the purpose of electing directors thereof, will be held at the office of said corporation, No. street, in the [city or village] of , on the day of 189 , at o’clock in the noon. Dated , 189 A. Ba Secretary. No. 20. Notice of Special Election by a Stockholder. See the General Corporation Law, § 24. To the stockholders * of the [inseré corporate name]: Notice is hereby given that the election of directors for the [insert corporate name] not having been held on the day designated in the by-laws, and the directors not having within one month thereafter called a special election [or the meeting held on (insert date) having resulted in a failure to elect directors], a meeting of the members of said corporation for the purpose of electing directors thereof will be held at the office of said corporation, No. street, in the of , on the day of , 189 , at o’clock in the noon. Dated , 189 A. B., Stockholder * of said Corporation. *Use the word ‘“‘member "’ if a non-stock corporation. * 757 Perrtion to Set Astor Exeoron. Forms — Nos. 21, 22. No. 21. Sworn Statement of Voter. See the General Corporation Law, § 26, Srate or New York, - County of A. B., being duly sworn, deposes and says, that he is a member of the [¢nsert corporate name]; *that the number of shares of stock owned by him and standing in his name on the books of such corporation is [state number], and that the whole number of shares of stock of such corporation outstanding is [or ts unknown to deponent]. A. B. Sworn to before me this day of , 189 [Signature of notary. | The inspectors must file such statement, with a certificate of the result of the election, verified by them, in the office of the clerk of the county in which the election is held. For form of inspectors’ certificate, see forms Nos. 39 and 40. No. 22. Petition to Set Aside Election of Directors. See the Genera! Corporation Law, § 27. In tHE Marrer or tam ELECTION oF Directors OF THE [Insert corporate name] CoMPANY. To the Supreme Court of the State of New York: ‘The petition of [énsert name], a stockholder in the [énsert name of corporation], respectfully shows to this court: That the [¢nsert corporate name] was on the day of , 189 , and still is, a corporation duly organized and existing pursuant to and by virtue of the provisions of [state the act] of the State of New * Omit all succeeding the * if a non-stock corporation. 758 ~ Prrrtion to Set AswwEe Exxcrion. Forms — No. 22. York, and the acts amendatory thereof and supplemental thereto, for the purpose of [state business] and is now carrying on such business. That the principal place of business of such corporation is located at [insert location]. And the petitioner further shows that on the day of , 189 , at the office of such corporation, an election of directors for such corporation was assumed to be held by virtue of its by-laws, and the following persons were assumed to have been elected such directors thereat, to-wit: [Jnsert names], and claiming to be directors by virtue of such alleged election said persons organized as a board, and assumed to act as such, and that hereto annexed and marked “ Exhibit ” is a copy of the record of such alleged election. That at said alleged election other persons, stockholders of such corporation, and qualified to act as directors thereof, to-wit: [Insert names}, each of whom then was and now is the lawful owner and holder of at least shares of its capital stock, were voted for by duly qualified voters. That said alleged election and the proceedings, acts and matters touching the same were illegal and invalid for the following reason: [Set forth the irregularities]. And the petitioner further shows that at the time of such alleged election and for more than ten days previous thereto, the petitioner was, ever since has been and now is a stockholder in such corpo- ration, being the lawful owner and holder of shares of the capital stock thereof, that he was present and objected to the said illegal proceedings and acts at such election. That your petitioner is aggrieved by, and complains of, such election and the proceedings, acts and matters touching the same, and alleges that his right to vote was infringed by such illegal proceedings and the value of his stock has been injuriously affected by the acts of said persons assuming to act as directors by virtue of said illegal proceedings. That notice of days to the adverse party, or to those to be affected by this application, and to said corporation has been given as appears by the affidavit hereto annexed, marked “Exhibit .” Extension or ExistEnon. : 759 Forms — No. 23. Wherefore the petitioner prays that such election may be declared by this court to be irregular and of no effect, and be set aside and the offices of all such directors be declared to be vacated, and that all such persons assuming to be directors cease to act as such, and that a new election for the directors of such corporation be ordered by this court, and that inspectors for such election be appointed by the court, and for such further relief as right and justice may require. A. B., Attorney for Petitioner, Office and post-office address : State or New York, { ge County of “ [Insert name], being duly sworn, says that he has read the foregoing petition, and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters, he believes it to be true. [Signature.] Sworn to before me this day of , 18 [Signature of Notary] No. 238. Certificate of Extension of Corporate Existence. See the General Corporation Law, § 32. We, the undersigned, being stockholders of the [¢nsert corporute name], a dowestic stock corporation, and each owning the number of shares of stock in such corporation set opposite our respective signatures hereto, and together owning at least two-thirds of the capital stock of such corporation, to wit, shares of the total of shares into which such capital stock is divided, do hereby certify, pursuant to the General Corporation Law of the State of New York, that we severally consent that the corporate existence of such corporation be, and the same hereby is, extended for the term 760 EXTENSION oF EXISTENCE. Forms — No. 23. of years beyond the time specified in its original certifi- cate of incorporation [or for a further term of years beyond the time specified in a certificate of extension of corporate existence heretofore filed). In Witness Wuereor, We have hereunto set our hands to this consent in duplicate, and the number of shares of stock owned by us, respectively, in such company, this day of 189 A. B., 40 shares, C. D., 30 shares. E. F., 30 shares, G. H., 40 shares. State or New York, } qe County of On this day of , 189 , before me personally came A. B., C. D., E. F. and G. H., to me known and known to me to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. eee em eee ee wee eee e news Notary Public, County, NV. Y. State or New Yorx, a County of A. B., being duly sworn, deposes and says that he is the treasurer of the [¢nsert corporate name of company], referred to in the fore- going consent; that he is the custodian of the stock book of such corporation; that the persons, who have subscribed the foregoing consent and acknowledged the execution thereof, are the owners upon the books of such corporation of the number of shares of stock therein set opposite their respective signatures to the fore- going consent, being at least two-thirds in amount of the capital stock of such corporation. A. B. Sworn to before me, this day I of , 189 . [Signature of Notary.] Corporation Mortaace. 761 Forms — No. 24. The foregoing affidavit of the custodian of the stock book is not a statutory requirement. It was prepared by the editor and first appeared in his ‘‘ Manual of Corporation Laws” (1890), and has since been quite generally adopted. The use of this affidavit makes complete proof of compliance with the law. The fee at the office of the Secretary of State upon above certificate is fifteen cents for each folio of 100 words contained therein. At the county clerk’s office the fee is six cents for filing and ten cents per folio for recording. No. 24. Consent to Mortgage. P See the Stock Corporation Law, § 2. We, the undersigned stockholders of [¢nsert name of company], a stock corporation organized and existing under and by virtue of the laws of the State of New York, having a capital stock of [insert amount] dollars, divided into [insert nwmber] shares of the par value of [insert amount] dollars each, and being stockholders owning at least two thirds of the stock of said corporation, Do Herzsy Consent that said corporation may make, execute and deliver a mortgage or deed of trust constituting a first lien upon all its property and franchises to [¢nsert name], as trustee, said mortgage or deed of trust to be dated on the day of 189 , and to be for the sum of [insert amount] dollars, and conditioned as security for the payment of [insert amount] in bonds to be issued by said [insert corporate name] as follows, to wit: [Jnsert number] bonds of dollars eazh, numbered from to , inclusive, and bonds of dollars each, numbered from to ; inclusive. Said bonds to be dated the day of ; 189 ,and to become due and payable in years from said date, and to bear interest from the day of ; 189 , until the maturity thereof, at the rate of per cent per annum, payable semi-annually on the first day of and in each year. 762 Corporation MortGaae. Forms — Nos, 25, 26. In Wirness Wuerreor, we have hereunto set our hands and the number of shares of stock owned by us, respectively, in said corporation. Dated this day of 7 dD 5 [Signatures of Stockholders. ] [ Wo. of shares.] [Add acknowledgment. ] [Add the affidavit of custodian of stock-book as appended to Jorm No. 28.] No. 25. Short Form of Consent to Mortgage. We, the undersigned, stockholders, owning at least two-thirds of the stock of the [énsert corporate name] do hereby consent to the execution and delivery by said corporation of a mortgage upon all its property and franchises to [¢sert name], as trustee, to secure the payment of the bonds of said corporation to the amount of dollars. In Witness Wauereor, etc., as in form No. 24. | dd acknowledgment and affidavit as above stated.] No. 26. Certificate of Consent to Mortgage when given at Special Meeting of Stockholders. See the Stock Corporation Law § 2. We, the undersigned, chairman and secretary, respectively, of a special meeting of the stockholders of the [insert corporate name] Company, called for the purpose of determining whether or not such stockholders should consent to the execution and delivery of a mortgage upon the property and franchises of said [insert corporate name] Company, do hereby certify as follows: That the said Company is a stock corporation, duly incorporated under the laws of the State of New York. Corporation Mortcaae. 763 é Forms— No. 26. That notice of such meeting, stating the purpose thereof and the time and place of holding the same, was given on the day of , 189 , to each stockholder of record by depositing in the post-office a copy of such notice, inclosed in a post-paid envelope, addressed to each stockholder at his last known post-office address, and by publishing a copy of such notice prior to said meeting, for two successive weeks, in the » & newspaper published in , in the county of That at the time and place specified in said notice for said special meeting, to wit, at the office of said corporation at ,on the day of 5189 , at o’clock in the noon, there appeared in person and by proxy stockholders owning at least two-thirds of the stock of said corporation, and organized said meeting by choosing the undersigned, , as chairman, and , as secretary thereof, respectively. That notice of the meeting and proof of due service and publica- tion thereof, which are hereto annexed, were read. ; That offered the following resolution, which was duly seconded, to wit: Resolved, That consent is hereby given to the [insert corporate name] Company to execute and deliver a mortgage upon its property and franchises to , as trustee, to secure the payment of the bonds of said company to the amount of dollars, such bonds to be of the denomination of dollars each [or as the case may be]. That stockholders owning [¢nsert number] shares of stock in said corporation voted in favor of said resolution ; and stockholders owning [¢msert number] shares of stock in said cor- poration voted against said resolution [or, and no votes were cast against its adoption, as the case may be]. That stockholders owning at least two-thirds of the stock of the corporation having voted in favor thereof, said resolution was declared duly adopted, and the meeting adjourned. Ix Wirnzss Wuzreor, We have made and signed this certificate this day of 189 sarees . +...) Chairman. sscavojariwioi soeaeoesy NECretary. 764 Corporation Morteace. Forms — No. 27. Srare or New Yorks, s County of A. B. and C. D., being severally duly sworn, each for himself, deposes and says, that he, the said A. B., was chairman of the meeting mentioned in the foregoing certificate, and that he, the said C. D., was secretary of said meeting ; that he has read the foregoing certificate subscribed by him and knows the contents thereof, and that the same is true. ee ee , Chairman. Woe Gls wake ess , Secretary. Sworn to before me this day of , 189 [Signature of Notary.] [Attach notice of meeting and proof of service and publication thereof. | Section 2 of the Stock Corporation Law does not prescribe the manner of giving notice of the meeting of stockholders authorized under said section; therefore, the by-laws of the corporation in relation to notices for special meetings should govern, but in the absence of such a by-law a notice at least equal to that required for annual meetings (Stock Corporation Law, § 20) should be given. No. 27 Corporation Mortgage. This Indenture, made this day of , 189 , by and between the [/nsert corporate name], a stock corporation duly organized and existing under and by virtue of the laws of the State of New York, and located and having its principal office in the of , county of , State of New York, party of the first part, and , as trustee, for the purpose hereinafter set forth, party of the second part. Witnesseth : Whereas, The said party of the first part desires to raise money for the purpose of discharging and paying certain debts against said corporation, heretofore necessarily incurred in its business, and to borrow money for the transaction of its business and for the exercise of its corporate rights, privileges and franchises, Corporation Morteace. 165 Forms— No. 27. and for other lawful purposes of its incorporation, has, by a resolution of its board of directors [or trustees], authorized the making and issuing of its negotiable coupon bonds, each of the denomination of dollars ($ ), numbered consecu- tively from C 1 upward, and of its registered bonds, each of the denomination of dollars ($ ), or multiples of $ » numbered consecutively from R 1 upward, such coupon and registered bonds to amount in the aggregate to dollars ($ ), and to bear date the day of 5 189, payable years from their date in gold coin of the United States of the present standard of weight and fineness, and bearing interest at the rate of per cent per annum, payable in like gold coin semi-annually on the first days of and , respectively ; And, Whereas, All of said bonds are to be sealed with the corporate seal of said company, signed by its president or vice-president, and secretary, with the certificate of the trustee hereunder indorsed thereon, and each of said coupon bonds to have interest coupons attached, which said bonds, coupons and certificates are all to be substantially of the following tenor, that is to say: . [For forms of bonds, coupons and certificates, see forms Nos. 28, 29, 30 and 31.] And, Whereas, The written consent of the stockholders owning at least two-thirds of the stock of said Company has been given to the execution of this mortgage or deed of trust and to the issue and execution of said bonds, which said written consent has been filed and recorded in the office of the clerk of the county of , in which said county said company has its principal place of business [or the consent of the stockholders owning at least two-thirds of the stock of said Company has been given to the execution of this mortgage or deed of trust and to the issue and execution of said bonds by vote at a special meeting of the stockholders of said company called for that purpose, upon due notice to all of said stockholders, and a certificate of the vote at such meeting, signed and sworn to by the chairman and secretary of such meeting, has been filed and recorded in the office of the 766 Corporation MorteGaGce. Forms — No. 27. | clerk of the county of , in which said county said com. pany has its principal place of business. | And, Whereas, At a meeting duly called for that purpose, this mortgage or deed of trust was submitted to the board of directors [or trustees] of the Company, and it was then and there duly resolved that this mortgage or deed of trust be executed by the president of said Company, in its name and on its behalf, and that the corporate seal of said company be hereunto affixed and attested by the secretary, and that this mortgage or deed of trust be duly delivered an behalf of said company to trustee, herein mentioned. Now, therefore, this Indenture Witnesseth: That, in order to secure the payment of the principal and interest of the bonds afore- said at any time outstanding according to their tenor and effect, and the fulfillment of the conditions and covenants hereinafter con- tained, and irrespective of their time of issue and for and in consideration of the purchase and acceptance of said bonds by the holders thereof, and of the sum of one dollar to it duly paid by the trustee, party of the second part, at or before the ensealing of these presents, the receipt whereof is hereby acknowledged, the Company, party of the first part, has granted, bar- gained, sold, aliened, remised, conveyed and confirmed, assigned, transferred and set over, and by these presents does grant, bargain, sell, alien, remise, convey and confirm, assign, transfer and set over, unto the said trustee, the party of the second part, and to his sue- cessor or successors, forever, all and singular the following described properties: [Jnsert description. ] Together with all and singular the tenements, hereditaments and appurtenances belonging to the property hereby conveyed, or in anywise thereto appertaining, and the reversions, remainders, tolls, incomes, rents, issues and profits thereof; and also all the estate, right, title, interest, property, possession, claim and demand what- soever, as well in law as in equity, of the party of the first part of, in and to the same, and any and every part thereof with the appur- tenances; and also all and every other estate, right, title and interest, property and appurtenances which the said party of the Jirst part may hereafter acquire. Corporation Morreace. 767 Forms — No. 27. To have and to hold the said above-described premises, property, nghts, franchises and appurtenances, unto the said party of the second part, and his lawful successor or successors, forever. But in trust, nevertheless, for the benefit, security and protection of the persons and corporations, firms and partnerships who may be or become holders of the aforesaid bonds and interest coupons, or any or either of them, and for enforcing the payment thereof, when payable, according to the true intent and meaning of the stipula- tions of this mortgage or deed of trust, and of said bonds and said interest coupons, and without preference, priority or distinction as to lien or otherwise of any of said bonds over any of the others, by reason of priority in the time of the issue or negotiation thereof, or otherwise; provided, however, and these presents are upon the express condition, that if the party of the first part, its successors or assigns, shall well and truly pay, or cause to be paid, unto the holders of the bonds to be issued hereunder, the principal and interest to become due thereon to said holders at the times’and in the manner stipulated in said bonds and in said interest coupons according to the true intent and meaning thereof, and shall well and truly keep, observe and perform all and singular the covenants, promises and conditions in the said bonds hereby secured and in this indenture expressed to be kept, observed and performed by or on the part of the said party of the first part, then these presents and the estate and right thereby granted shall cease, determine and be void, otherwise to remain in full force. And it is hereby expressly covenanted and agreed, by and between the parties hereto, and the company, for itself, its successors and assigns, doth hereby covenant and agree, and the trustee covenanting for himself, his successor or successors in the trust hereby created, with and on behalf of the respective persons, corporations, firms and partnerships who shall hold any of said bonds or coupons, that the further trusts, uses, purposes, conditions and covenants upon which the said property and franchises hereby mortgaged and conveyed are to be held by the trustee and subject to which the said bonds secured hereby are to be issued and to be held by each and every holder thereof, are as follows, that is to say: First. This mortgage or deed of trust is to be a continuing lien to secure the full and final payment of the principal and interest 768 Corporation Morta@ace. Forms — No. 27. of all bonds which may from time to time be issued and negotiated under the same, but so that the total aggregate amount of said bonds so issued and negotiated shall not exceed $ , and to be issued upon the terms and of the denominations, and to mature and become payable in the manner and at the place and time or times hereinbefore stated, with interest payable as so stated. Second. The coupon bonds and registered bonds intended to be secured hereby shall, from time to time, be executed by the company and delivered to the trustee, to be certified and delivered by him, and only such of said bonds as shall be so certified by the trustee, by signing the certificate indorsed thereon, shall be secured by this mortgage or deed of trust or be entitled to any lien or benefit thereunder; and such certificate of the trustee shail be conclusive evidence that the bonds so certified have been duly issned hereunder and are entitled to the benefit of the trust hereby created. Third. The Company covenants and agrees that it will fully and entirely pay off and satisfy the whole of said bonds to be issued hereunder, principal and interest, according to the terms thereof, without delay and without deduction from either said principal or interest for any taxes, assessments and govern- mental or other charges now or hereafter imposed upon the said bonds or any interest thereon, either by the United States, or by any State, county or municipal authority, which the Com- pany may be required to deduct therefrom. Fourth. Until default shall be made in the payment of the principal or interest of any of the bonds hereby secured, or any part thereof, as and when the same shall become due and payable, or in the performance or observance of any condition, covenant, agreement or requirement of said bonds or of this mortgage or deed of trust, the trustee shall permit and suffer the Con- pany, its successors and assigns to possess, operate and enjoy the real and personal property hereby mortgaged, with the appurte nances thereunto belonging, in any manner not inconsistent with these presents, and to receive and use the tolls, incomes, rents, issues and profits thereof. Fifth. When and as the interest coupons annexed or to be annexed to the bonds secured hereby mature and are paid by Corporation Morre@ace. 769 Forms — No. 27. the Company or by any person or corporation for it or on its behalf, they shall be canceled. All coupons maturing before the delivery of bonds by the party of the second part shall be cut off and canceled by the party of the second part before the delivery of such bonds. Siath. The Company covenants and agrees that it shall and will, from time to time, pay and discharge, before the same shall fall into arrears, all taxes, water rates, assessments and governmental charges, lawfully imposed upon the franchises and lands, and other hereby mortgaged premises, or upon any part thereof, the lien of which might or could be held to be superior to the lien hereof, and will pay and discharge all claims of every kind and nature which may hereafter become a lien upon the hereby mortgaged premises, or any part thereof, prior to the lien hereof, so that the priority of this mortgage may be duly preserved, and will keep said mortgaged premises in good order and repair and shall not, and will not, create or suffer to be created any mechanics’, laborers’ or other lien or charge whatsoever upon the mortgaged premises or any part thereof, which might or could be prior to the lien of these presents, or do or suffer any matter or thing whereby the lien of these presents might or could be impaired, until the bonds hereby secured, with all interest accrued thereon shall be fully paid and satisfied. Seventh. The Company further covenants and agrees that it shall and will at all times, until said bonds, hereby secured, with all interest accrued thereon, shall be fully paid and satisfied, keep such parts of the said mortgaged premises or property as are liable to be destroyed or injured by fire, insured against loss by fire in some solvent fire insurance company or companies authorized to transact business in the State of New York, and approved by the trustee, to an amount equal to the insurable value of said property, _ payable in case of loss to the trustee; and all moneys collected from such insurance shall be held by the trustee for the further security of the bondholders hereunder until the Company shall, after the fire, have applied an equal sum of money to the recon- struction or repair of the part of the premises destroyed or injured, i or to the erection of other permanent improvements upon such 49 770 Corporation Morta@aae. Forms — No. 27. mortgaged premises; whereupon from such insurance moneys held by the trustee there shall be paid to the said Company, from time to time, an amount equal to the amount so applied by it, after the fire, to such reconstruction, repair or erection. Eighth. The said Company shall and will, from time to time during the continuance of this trust and mortgage, make, execute and deliver all such further instruments and conveyances as may be necessary to vest in said trustee, and his successor or suc- cessors, the within described and all subsequently acquired property and rights of property to facilitate the execution of said trust. Ninth. It is further covenanted and agreed that the personal property hereinbefore described and hereby conveyed, or intended so to be, shall be real estate for all the purposes of this instrument, and shall be held and taken to be fixtures and appurtenances of the mortgaged premises, and as a part thereof, and are to be used and sold therewith and not separate therefrom, except as herein expressly provided. Tenth. The said Company shall be permitted to alter, remove, sell or dispose of any buildings, fixtures, machinery or other appliances upon the mortgaged premises which cannot be advan- tageously used in the judicious operation and management of the business of said company, provided that no such sale shall be made if it exceeds the sum of $ , unless the written assent of the trustee shall have first been obtained, and provided always that the said Company shall, and it hereby agrees that in such case it will, replace any buildings, fixtures, machinery or other appli- ances removed, sold, or otherwise disposed of, by acquiring, subject to this mortgage, other real estate, or placing upon the mortgaged property, subject to this mortgage, other buildings, fixtures, machinery or other appliances equal in value to the value of the property so removed, sold, or otherwise disposed of, or by paying to the trustee the appraised value of such property, and any sum 80 received by the trustee shall, upon request of said Com- pany, be invested in bonds secured by this mortgage, or in bonds, mortgages or securities authorized by law for the investment of funds of savings banks in the State of New York, which bonds, mortgages or securities shall be held for the further security of the Re Corporation Morr@ace. 771 Forms — No. 27. bonds secured by this mortgage; but until default in the payment of the principal or interest of the bonds secured hereby, or some part thereot, the interest and income of said bonds, mortgages or securities shall be paid to the Company. Eleventh. In case default shall be made in the payment of any interest on any of said bonds secured hereby, as and when such interest shall become dune and secured, such default shall continue for months, or in case default shall be made in the payment of the principal of any of said bonds when the same shall mature or otherwise become payable, then, and in every such case, the trustee may, and upon the request of the holders of -in interest of the bonds hereby secured and then outstanding, by an instrument or concurrent instruments in writing, signed by them or by their attorneys in fact duly authorized for that purpose, shall, with or without entry, sell all the premises, estate, property, rights and franchises hereby conveyed, or so intended to be, at public auction at , or other suitable place in the city of after giving notice of such sale as required by law, and also notice by publication in at least two newspapers published in , at least once a week for consecutive weeks next preceding such sale, and from time to time to adjourn such sale or sales in his discretion, and without further notice to hold such adjourned sale or sales, and upon any sale or sales hereunder to make and deliver to the purchaser and purchasers of the premises, estate, property, rights and franchises so sold a good and sufficient deed or deeds for the same, which sale shall be a perpetual bar, both in law and in equity against the said Company and all persons and corporations lawfully claiming, or to claim by, through or under it, and, upon the making of any such sale, the principal of all the bonds hereby secured and then outstanding shall forthwith become due and pay- able, anything in said bonds to the contrary notwithstanding, and upon the making of any such sale, the said trustee shall apply the proceeds thereof as follows, to wit: 1. To the payment of the costs and expenses of such sale or sales, including a reasonable compensation to such trustee, his agents, attorneys and counsel, and all expenses, liabilities and advances made and incurred by such trustee in managing and V72 Corporation Mort@ace. Forms — No. 27. maintaining the property hereby conveyed, or intended to be, and all taxes and assessments superior to the lien of these presents. 2. To the payment of the whole amount of principal and interest which shall then be owing or unpaid upon the bonds secured hereby, without any preference or priority whatever, whether the said principal by the tenor of said bonds, be then due or yet to become due; and in case of the insufficiency of such proceeds to pay in full the whole amount of such principal and interest owing and unpaid upon the said bonds, then to the payment of such principal and interest pro rata, without preference or priority, but ratably, to the aggregate amount of such principal and acerned and unpaid interest. 3. To pay over the surplus, if any, to whomsoever may be lawfully entitled to receive the same. Twelfth. It is further declared and agreed that the receipt of the trustee, who shall make the sale, hereinbefore authorized, shall be a sufficient discharge to the purchaser or purchasers at such sale for his or their purchase money; and such purchaser or purchasers, his or their heirs or assigns, or personal representatives, shall not, after paying such purchase money and receiving such receipt of the trustee therefor, be obliged to see to the application of such purchase money upon or for the trusts or purposes of these presents, or be in anywise answerable for any loss, misapplication or non-application of such purchase money by the trustee. Thirteenth. In case default shall be made in the payment of the principal or interest of any of said bonds when the same shall become due and payable, or in the observance or performance of any covenant or condition in said bonds or herein contained on the part of the party of the first part, and such default shall continue for months, it shall be the duty of, and it is hereby made obligatory upon the trustee, upon the request in writing of the holders of in interest of said bonds hereby secured and then outstanding, and upon proper indemnification, to proceed forthwith to enforce the rights of the said trustee and of the bond- holders hereunder by sale or entry, or both, according to such requisition, or by judicial proceedings for such purpose, as he, being Corporation MortGaae. 73 Forms — No. 27. advised by counsel learned in the law, shall deem most expedient in the interests of the holders of the bonds secured hereby. Fourteenth. The several remedies granted hereunder shall be cumulative and not exclusive one of the other, and shall be in addition to all other remedies to enforce the lien of these presents. Fifteenth. In case of any default on its part, as aforesaid, the party of the first part shall not, and will not, apply for or avail itself of any appraisement, valuation, stay, extension or redemption laws, now existing, or which may hereafter be passed, in order to prevent or hinder the enforcement or foreclosure of this mortgage or the absolute sale of the premises hereby granted free from any right of redemption, or the final and absolute putting into possession thereof immediately after such sale the purchaser or purchasers thereof, but hereby waives the benetit of all such laws. Stateenth. Upon the filing of a bill in equity or other commence- ment of judicial proceedings to enforce the rights of the trustee or of the bondholders under these presents, the said trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the property hereby mortgaged, and of the earnings, income, rents, issues and profits thereof, pending such proceedings. Seventeenth. Upon payment, when due, of all the principal and interest of all the bonds which shail have been issued hereunder, the trustee shall, upon the written request of the Company, forthwith enter satisfaction of this mortgage upon the records, and shall do, make, execute and deliver such deeds, acts, instruments or assurances as may be necessary to vestall the mortgaged premises and property in the said Company, its successors and assigns, free and discharged from the lien of these presents. Eighteenth. It is covenanted and agreed that the trustee shall "not be answerable for anything except gross negligence or willful misconduct in the discharge of his duties. And it is further cove- ‘ nanted and agreed that the trustee may resign and discharge ‘himself of the trust hereby created by notice in writing to the Company to be given at least months before * such resignation shall take effect. And whenever notice of such re VT4 Corporation MortG@aae. Forms— No. 27. resignation is so given or a vacancy in the office of trustee hereunder shall occur, a new trustee shall be appointed as follows: The Jompany covenants and agrees that it will pay to the trustee hereunder his reasonable fees and expenses in the execution of the trusts hereby created. Lastly. The trustee, party of the second part, hereby accepts the trust hereby created and covenants faithfully to execute the same. In Wityess Wuereor, the party of the first part has caused these presents to be signed by its president, and its corporate seal to be hereunto affixed and attested by its secretary, and the party of the second part, in token of his acceptance of the trust and obliga- tions hereby imposed upon him, has signed and sealed the same, the day and year first herein written. [ogorate 2 ceesweuden COMPANY. BY iseca gasses , President. [Signature of Trustee. ] [. 8.] Hesieamatinesa sd , Secretary. State or New York, | one County of aie On the day of , 189 , before me, the under- signed, a notary public of the State of New York; in and for the county of , personally came , known to me to be the secretary of the Company, the corporation described in, and which executed the foregoing mortgage or deed of trust as party of the first part thereto, who being by me duly sworn, did depose and say that he resides in ; that he is the secretary of the Company and knows the corporate seal thereof; that the seal affixed to the foregoing mortgage or deed of trust is the corporate seal of the said company and was thereto affixed by order of the board of directors of the said company, and that he signed his name thereto by the like order a8 secretary of said company ; and further, that deponent is acquainted with and knows him to be the president of said Morteacr Bonps, eve. 775 Forms — No. 28. company; that the signature of the said , subscribed to the foregoing mortgage or deed of trust, is in the genuine handwriting of the said , and was thereto subscribed by the like order of the said board of directors, and in the presence of said deponent. In Witness Wurreor, I have hereunto set my hand the day and year first above written. Notary Public, sabre ena County. [Add acknowledgment of Trustee.] No. 28. Form of Coupon Bond. Untrep States or AMERICA, State of New York. The [insert corporate name] Company. First Mortgage Gold Coupon Bond. — No.... Bioware Kyow ALL MEN BY THESE PRESENTS, that the Company _ isindebted, and for value received promises to pay to the bearer ‘ hereof, or to the registered holder of this bond, if the same be registered, the sum of dollars ($ ) in gold coin of the United States of the present standard of weight and fineness, on the day of , 18 , at the office of said company, in the city of , with interest at the rate of per cent per annum, payable semi-annually at said office, in like gold coin, on the first days of and. in each year, upon surrender of the annexed coupons therefor as they severally mature. * Both the principal and interest of this bond are payable with- out deduction for any United States, State, municipal or other tax "or taxes which said _ Company may be required to pay or deduct therefrom under or by reason of any present or future law, the said company hereby agreeing to pay such tax or taxes. 776 Morreace Bonps, ETOo. Forms — No. 28. This bond is one of a series of coupon and registered bonds of the Company, bearing interest at the rate of per cent per annum, issued or to be issued in pursuance of and subject to the terms of the mortgage or deed of trust hereinafter referred to, but so that the aggregate amount of said bonds, both coupon and registered, shall not exceed the total sum of $ . Allof said bonds are equally secured by a mortgage or deed of trust, dated , 189 , executed by said Company to of the city of , as trustee, conveying the property and franchises of the Company men- tioned in said mortgage or deed of trust, to which reference is hereby made for a description of the property and franchises mortgaged, and the nature and extent of the security, and the rights of the holders of said bonds under the same, and the terms and conditions upon which said bonds are issued and secured.* This bond may be registered, in the name of the owner, on the books of the company, such registration to be indorsed hereon, and thereafter no transfer shall be valid unless made on the books of the company by the registered owner and similarly indorsed hereon, but said bond may again be made payable to bearer by like transfer, and thereafter pass by delivery until again registered. Notwith- standing such registration the coupons hereon shall remain and be negotiable by delivery and payable to bearer on presentation. This bond shall not become obligatory for any purpose until it shall have been authenticated by the certificate, hereon indorsed, of the trustee under said mortgage or deed of trust. In Wirness Wuereor, the Company has caused these presents to be signed by its president or vice-president, and its corporate seal to be hereunto affixed, and to be attested by its secre- tary, and coupons for said interest, with the engraved signature of its treasurer to be attached hereto, this day of , 189 (aeon CBee few Lagan pooa COMPANY. BY cuseeekootoeus , President. Attest : ee «see, Secretary. cseagenn + Morteace Bonps, xre. 777 Forms— Nos. 29, 80, 31. No. 29. Form of Interest Coupons, of Which the First is to be Payable .......... each 1, 18..... On the first day of , 189 , the Company will pay the bearer, at its office in the city of »$ in gold coin, free from all taxes, being six months’ interest then due on its First Mortgage Coupon Bond, No. Treasurer. No. 30. Form of Trustee’s Certificate. This bond is one of the series of bonds described in the within mentioned mortgage or deed of trust executed by the Com- pany to the undersigned and duly recorded, and the holder hereof is entitled to the benefit of the trust thereby created. Trustee. No. 31. Form of Registered Bond. Unirep Srates or AMERIOA. State of New York. The [insert corporate name] Company. x First Mortgage Gold Registered Bond. Oametee I a i Kyow ALL MEN BY THESE PRESENTS, that the Company is indebted, and for value received, promises to pay to or _ assigns the sum of dollars ($ ) in gold coin of the | United States of the present standard of weight and fineness, on the day of , 19 , at the office of said company in the city , with interest at the rate of per cent per annum, payable semi-annually at said office in like gold coin on the first days of and in each year. [Follow form 778 Morrteacs Bonps, Etec. Forms — Nos. 32, 33. of coupon bonds between the * *,] This bond is transferable by the holder hereof only in person or by attorney, duly authorized, upon the books of the company at its office in the city of : This bond shall not become obligatory for any purpose until it shall have been authenticated by the certificate thereon indorsed of the trustee under said mortgage or deed of trust. In Wirness Wuereor, the Company has caused these presents to be signed by its president or vice-president and its corporate seal to be hereunto affixed, and to be attested by its secretary, this day of » 189 [an CHES sig aeneauen COMPANY, BY S Aeaewn Mis Be es , President. Attest : noses eit s , Secretary. No, 382. Resolution Authorizing Corporation Note. Resolved, That the president be and hereby is authorized to make a contract for the purchase of for the use of this corporation, and is hereby authorized in carrying out such purchase to give notes of this corporation to the amount of dollars. No. 33. Promissory Note of Corporation. ise ely Ausany, N. Y., , 189 Four months after date, the [insert name of corporation] promises to pay to the order of [name of payee], dollars, at the Bank, Albany, N. Y. Value received. THE [insert corporate name] COMPANY, By [ségnature], President. Attest : [Stgnature], Secretary. CERTIFICATE OF REORGANIZATION. 79 Forms— No. 34, No. 34. Certificate of Incorporation by Purchasers of the Property and Franchises of a Stock Corporation. See Stock Corporation Law, § 3. We, the undersigned, a majority of whom are citizens and resi- dents of the State of New York, desiring to become a corporation, pursuant to the provisions of the Stock Corporation Law, and to take and possess the property and franchises of a domestic stock corporation sold as hereinafter stated, do hereby make, acknowledge and file this certificate for that purpose, and certify, as required by section 3 of said law, as follows: That the property and franchises of [¢nsert corporate name], a domestic stock corporation, organized under chapter _— of the Laws of 18 , of the State of New York, entitled “ An act, etc. [stating title], were, on the day of , 189 , duly sold under and by virtue of a judgment or decree of the Supreme Court of said State of New York, rendered in an action in said court between , plaintiffs, and , defendants, dated and entered in the clerk’s office of the county of on the day of , 189 C The following is a brief description of the property thus sold [Insert description. | That at such sale the undersigned, A B, C D, and E F, became the purchasers of and acquired the property and franchises sold, and have associated with themselves the following persons: [/nsert names of associates, 1f any. | That the name of the new corporation intended to be formed by the filing of this certificate shall be [insert name of company]. That the maximum amount of its capital stock shall be [¢nsert amount of capital stock], and the number of shares into which the same ‘shall be divided is [insert number of shares],* of which [insert amount] dollars or [insert number] shares shall be common stock, and [insert amount] dollars or [¢nsert number] shares shall be preferred stock. That the rights pertaining to each class shall be as herein specified, to wit: [ZZzxample given. ] The preferred stock herein provided for shall be entitled to non-cumulative annual dividends, at the rate of five per cent per 780 CERTIFICATE OF REORGANIZATION. Forms — No. 34. annum, out of the net earnings of ali the properties of the new corporation, as and when declared by the board of directors thereof, in preference to any dividend or dividends upon the common stock; and after said preferred stock shall have received five per ceut per annum, as above provided, the common stock shall be entitled to a dividend for the same year, out of the like net earnings as and when declared by said directors, up to five per cent, and any funds applicable to dividends in the same year, in excess of the dividends as above provided, shall be divided equally, per share, among the holders of the preferred and common stock, as and when declared by said directors.* That the number of directors who shall manage the affairs of the new corporation shall be [insert number, not less nor more than the number required by law for the old corporation], and the names and post-office addresses of the directors for the first year are as follows: Name. Post-office Address, eee e ree e mews ener eeee Ce That the following plan or agreement was entered into at or previous to such sale in anticipation of the formation of a new corporation, and such purchase was made pursuant to it. [Here insert such plan or agreement, if any.| In Wirwess Wuerror, we, the undersigned, the said purchasers and their said associates [7f any] have made this certificate in dupli- cate and have hereunto subscribed our names this day of , 189 . [Stgnatures of purchasers and associates.] “If the corporation is to have only one class of stock, omit the matter between the * * , and state that all the stock is to be common atock. CERTIFICATE OF REORGANIZATION. 781 Forms — No. 35. Starz or New York, an County of ; On the day of , in the year one thousand eight hundred and , before me personally came [insert names of purchasers and associates}, to me known to be the individuals described in, and who executed the foregoing certificate of incor- poration, and: severally acknowledged that they executed the same for the uses and purposes therein expressed. The number of purchasers and associates executing the above certificate must aggregate not less than the number required by law for the incorporation of the kind of company to be formed by the filing of this ccrtificate. The fees, upon filing this certificate, are: Office of Secretary of State — filing (except railroads), ten dollars; railroads, twenty-five dollars; recording, fifteen cents per folio. County clerk’s office —filing, six cents, recording, ten cents per folio. In addition to such payments an organization tax of one-eighth of one per cent upon the capital stock must be paid to the State Treasurer, No. 35. Form of Notice of Election of Directors. See the Stock Corporation Law, § 20, Notice is hereby given that a meeting of the stockholders of [insert name of company] will be held at the office of the com- pany [state location of office] ou the day of 189 , at o’clock a. m. [or p. m.] for the purpose of electing [nsert number] directors for the ensuing year, and [insert number] inspectors of election to serve at the next annual meeting, and for the transaction of such other business as may properly come before said meeting. Polls will remain open [state length of time] Transfer books will be closed from , 189 , to ,189 . Atzany, N. Y., , 189 . 482 CxrrtiFICATE TO CHance Numser or Direcrors. Forms — No. 36. No. 36. Certificate to Increase (or Reduce) Number of Directors. See the Stock Corporation Law, § 21. Certiricatse To [yorzase (on Repucr) tas Numper or Directors oF [insert corporate name] Company. We, the undersigned, do hereby certify that the following is a correct transcript of the minutes of proceedings of a meeting of stockholders of the [2nsert name of corporation], held pursuant to “the Stock Corporation Law,” article 2, section 21, to wit: Soa eee Gee gIN Yes eee nt eee BD A special meeting of the stockholders of [insert name of corpo- ration], a stock corporation, was held this day at o’clock A. M. [or P. M.], to determine whether the number of directors shall be increased [o» reduced]. Such meeting was held at the office of tle company, the usual place of meeting of its directors, on two weeks’ notice in writing to each stockholder of record; such notice having been served per- sonally, or by mail, postage prepaid, directed to each stockholder at his last known post-office address. Pursuant to such notice the meeting was held at the time and place mentioned, stockholders owning more than a majority of the stock of the corporation being present in person or by proxy. Such meeting was duly organized by choosing C. D. as president and A. B. as secretary thereof. The notice of the meeting and proof of the due service and pub- lication thereof were read and filed in the office of the corporation at the time of such meeting. On motion of E. F., duly seconded, the following resolution was offered for adoption : “Resolved, That the number of directors of [insert name of company] be increased [or reduced] from ........ , the present number, to ......... i Upon a canvass of the votes cast upon said resolution, it was found that stockholders owning shares of the stock of the corpora CertirioaTe to Coance Numer or Direcrors. 783 Forms — No. 36. tion, being more than a majority of the stock thereof, voted in favor of said resolution, and stockholders owning shares of stock of the corporation, voted against its adoption. [Or, No stockholder voted against its adoption, as the case may be.] Such resolution was thereuvon declared duly adopted, and the meeting adjourned. In Wirness WueEreor, we have made, signed and verified this certificate in duplicate, this day of , 189 C. D., President. A. B., Secretary. Srarz or New York, } aad County of ; C. D. and A. B., being severally duly sworn, depose and say, and each for himself deposes and says, that he, the said C. D., was the president, and that he, the said A. B., was the secretary, of the meeting of stockholders of [insert name of corporation], held to determine whether the number of directors thereof shall be increased [or reduced]; and that the foregoing is a correct transcript of the proceedings of such meeting entered in the minutes of the cor- poration. C. D., President. A. B., Secretary. Sworn to before me this t day of , 189 G, B, Notary Public, County, N. Y. The fees upon filing and recording the above certificate are as follows: Office of Secretary of Stale—recording, fifteen cents per folio; county clerk — filing, six cents; recording, ten cents per folio. 184 CrrtiricaAte To Coance Noumsper or Directors. Forms — Nos. 37, 38. No. 37. Notice to Stockholders of Meeting to Change Number of Directors. See the Stock Corporation Law, § 21. To the stockholders of the [tnsert corporate name]: Notice is hereby given that a special meeting of the stockholders of [insert name of corporation] will be held at the office of the company at No. street, in the city [or village] of , on the day of ,» 189 ,at —o’clock in the noon of that day to determine whether the number of its directors shall be increased [or reduced]. Dated Albany, N. Y., , 189 . A. B., Secretary of [insert name of corporation]. No. 38. Proof of Service of Notice. See the Stock Corporation Law, § 21. Strate or New York, ee County of : A. B., who is upwards of eighteen years of age, being duly sworn, deposes and says, that on the day of , 189 ,he served a notice in writing, of which a true copy is hereto annexed, upon the following persons, stockholders of record of [insert cor- porate name), namely : [Mame persons served] by delivering to and leaving with each of them personally a copy of said notice. That on the day of , 189 , he served the said notice upon the following persons, stockholders of record of said corpora- tion, namely: [Mame persons served] by mailing to each of them a copy of said notice at the post-office in the city [or village] of : inclosed in a sealed envelope and directed to each stock- holder at his last known post-office address, and prepaying the proper postage on each of said envelopes so mailed. A. B. Sworn to before me this day of , 189 [Stgnature of notary.] Crrtiricare or Insprcrors, wre. 785 Forms— No. 39. No. 389. Certificate of Inspectors of Election. See the Stock Corporation Law, § 28. We, the undersigned, inspectors of election of [insert name of corporation], a stock corporation, duly chosen as such inspectors, do hereby certify as follows : That a meeting of the stockholders of said corporation was held at , on the day of , 189 , at o’clock, . M., pursuant to due notice. That before entering upon the discharge of our duties, we were severally sworn to faithfully execute the duties of inspectors at such meeting with strict impartiality, and according to the best of our ability, and the oath so taken has been subscribed by us and is hereto annexed. That the result of the vote taken at such meeting for the election of directors of said corporation for the ensuing year was as follows: PAID Renee eaysceasesiaces -ideaehdbecathaaiags Votes OD isnnapecstahiatetateticant: —-»: ferlaave ne telavees Votes. HSH Sanne: aati, -«- nucle ekoman Votes, That said A. B,C. D. and E. F. having received a plurality of the votes of the stockholders voting at such election for directors, were declared by us duly elected directors of said corporation for the ensuing year. That the result of the vote taken at such meeting for the election of inspectors of election of said corporation was as follows: IhsMiveciinieaiew Basu eerienexieais Votes. N.cOieacimcsaace aces —aabeiand .-.-. Votes HaSinnemivaceswateaaue:. clauses Votes That said L. M., N. O. and R. S. having received a majority [or plurality, as by-laws provide] of all the votes cast for inspectors of election of said corporation, were declared by us duly elected as such. Ix Wirnzss WuEreor, we have made and signed this certificate this day of , 189 [Signatures of inspectors. ] 50 786 Cxrrtivicate of LyspECTORS, Etc. Forms — No. 40. Strate or New York, ae County of On this day of , 189, before me personally came [names of inspectors], to me known to be the individuals described in and who executed the foregoing certilicate and severally acknowledged to me that they executed the same. [Signature of Notary. No. 40. Oath of Inspectors to be Annexed to the Foregoing Certificate. See the Stock Corporation Law, § 28. Strate or New York, a County of We, the undersigned inspectors of election, duly appointed to act at the meeting of the stockholders of the [¢nsert name of corpo- ration], to be held at , on the day of ‘ 189, being severally duly sworn, do depose and say, and each for himself deposes and says, that he will faithfully execute the duties of inspector at such meeting with strict impartiality, and according to the best of his ability. Inspectors. Severally sworn to before me } this day of 189 . ee ; Notary, ete. The foregoing certificate, with the oath annexed thereto, must be filed in the office of the clerk of the county in which the election was held. Stock Book; Awnuat Report. (87 Forms — Nos. 41, 42. No. 41. Stock-Book of Stock Corporation. See the Stock Corporation Law, § 29. Stock-Book or THE [insert corporate namc], Pursuant to THD Stock Corporation Law or rau Stare or New York. Number of Time each Names of Places 7 Amount stockholders, of residence. alate Oe riocke oo paid thereon, Section 29, above referred to, requires the names to be ‘‘alphabetically arranged,” hence the pages of the stock-book should bear the letters of the alphabet in successive order, and each entry should be made upon the page bearing the appropriate letter, thus: ‘‘John Anderson” on page “A;” ‘John Brown” on page ‘'B,” etc. No. 42. Annual Report of Stock Corporations. other than Monied or Railroad Corporations. See the Stock Corporation Law, § 30. AnnvaL Report OF Tue [insert corporate name] Company. We, the undersigned, directors [or trustees as the case may be] of [insert name of corporation], a stock corporation, do hereby make a report as of the first day of January, 189 , signed by a majority of the directors [or trustees] thereof, and verified by the oath of the president [or vice-president] and treasurer [or secretary], as fol- lows, to wit: 1. The amount of its capital stock is [¢nsert amount] dollars, and the proportion actually issued is [¢nsert amount] dollars. 2. The amount of its debts does not exceed the sum of [insert amount] dollars. 788 ANNUAL REPORT. Forms — No. 42. 8. The amount of its assets is at least the sum of [¢nsert amount] dollars. In Witness Wuerxor, we have made and signed this report in duplicate. Dated, , 189 . Majority of ‘Dikesiars Lor trustees as the case may be}. Srate or New York, } aed County of ; [Insert names of president (or vice-president) and treasurer (or secretary)], being severally duly sworn, each for himself, deposes and says that he, the said [¢nsert name], is the president [or vice- president] of [insert name of company], and that he, the said [insert name], is the treasurer [or secretary] thereof; that the foregoing report is signed by a majority of the directors [or trus- tees| of the said company, and that the same is true to the best of his knowledge, information and belief. Treasurer [or Secretary]. Sworn to before me this day of , 189 . [Stgnature of Notary.] The report should be executed in duplicate, one of which must be filed in the office of the Secretary of State and the other in the office of the clerk of the county in which the principal office of the company is located. No fee is pay- able at the former office. The county clerk’s fee is six cents for filing. The report is not required to be published. Heretofore, under the Business Act of 1875, ch. 611 (now repealed), annual reports were filed only in the office of the Secretary of State, while annual reports of corporations organized under the General Manufacturing Act of 1848, ch. 40 (now repealed), and several other acts, were required to be filed only with county clerks, and to be published in a newspaper. Tn relation to annual reports of railroad companies, see the Railroad Law, §§ 57 and 158, respectively For statutes governing reports to the Comptroller by all corporations Hable t direct State taxation, see Taxation, InpivipvaL Report sy a Director. 789 Forms — No. 48. No. 43. Certificate and Individual Report by a Director or Trustee. See the Stock Corporation Law, § 30. I [insert name], a director [or trustee] of the [énsert name of corporation], a stock corporation organized under the laws of the State of New York, do hereby certify as follows: That I have endeavored to have the annual report of said com- pany made and filed as required by law, and have applied to the officers and directors to have such report so made and filed, but that the officers [or a majority of the directors, or state the facts as the case may be] of said company have refused and neglected to make and file the same. That I do, therefore, hereby append to this certificate a report containing the items required to be stated in such annual report, so far as they are within my knowledge or are obtainable from sources of information open to me. In Witness Wuerzor, I have made, signed and verified this certificate. Dated, y N. Y., 189 [Signature of director or trustee, as the case may be.] State or New York, } we County of - ? . [Insert name of director], being duly sworn, says that he is a director of [insert name of corporation]; that the foregoing certi- ficate by him subscribed and the annexed report are true to the best of his knowledge, information and belief. [Signature of derector.] Sworn to before me this } day of , 189 . [Signature of Notary.] [Annex here report.] The foregoing is to be filed in the office of the Secretary of State. No fee is payable, 790 Extension oF Business. Forms — No. 44. No. 44. Certificate of Extension of Business. See the Stock Corporation Law, § 32. We, the undersigned, a majority of the directors [or trustees, as the case may be,) of the [insert corporate name], a stock corpora- tion organized under [state the law], desiring to extend [or alter] its business and powers, pursuant to the provisions of the Stock Corporation Law of the State of New York, do hereby make and file this amended certificate for such purpose, and do certify as follows: That the name of the corporation, whose business and powers are hereby extended [or altered], is [tnsert corporate nume]. That the business for which it was incorporated, and is now car- rying on, is the business of [state same]. That the extension of business, and powers, and rights proposed and intended to be effected by the execution and filing of this cer- tificate, includes the following purposes and powers, to wit: [State extension proposed. | [Insert the remaining recitals of the original certificate, making such chang:s as to names of directors, etc., as may be necessary to conform to existing facts. | That the aforesaid extension has been duly authorized by a vote of stockholders representing at least three-fifths of the capital stock of said corporation, at a meeting of the stockholders, called for the purpose, in the manner provided in section 45 of the Stock Corpora tion Law, as more fully appears in a copy of the proceedings of such meeting, verified by the affidavit of one of the directors present thereat, annexed hereto and filed with this amended certificate. In Wirness Wuzrzor, we have made and executed this certi- ficate in duplicate, and have hereunto set our hands this day of , 189 [Segnatures of majority of directors.] a a Extension or Bustnuss. 791 Forms-.- No. 44. Srate or New York, ee County of On this day of , 189 , before me per- sonally came [insert names], to me severally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. / [Signature of Notary.] Cory or Procrepines or Mrerrine, to pz ATTACHED TO THE Forx- Gone CreRTIFCATE. Minutes of a special meeting of the stockholders of the [¢nsert corporate name] Company, held at the office of the company at » on ,18 ,at o'clock in the noon, for the purpose of considering a proposition to extend [or alter] the business and purposes and rights of the corporation. The meeting having been called to order, stockholders appeared in person or by proxy, representing [énsert number] shares of stock, being at least three-fifths of the capital stock of said corpora- tion, and organized by electing and , directors of the corporation, as chairman and secretary, respectively, of said meeting. The chairman [or secretary] read the notice of the meeting, which notice stated the time, place and object thereof and the pro- posed extension [or alteration] of business and powers and rights of the corporation, and also read the proof that such notice was published once a week, for at least two successive weeks, in [insert name of paper], @ newspaper in the county of , the county where the principal business office of the corporation is located, and that a copy of such notice was duly mailed to each stockholder at his last known post-office address at least three weeks before the meeting. Upon motion, duly seconded, a vote was taken upon the follow- ing resolution : Resolved, That the business and powers and rights of the [insert corporate name| Company be extended as follows: [State same] and that the board of directors of this corporation be author- ’ 799 EXtTENsION oF Businxss. Forms— No. 44. ized and instructed to execute and file proper certificates, as pro- vided by law, and to take such other steps as may be necessary to carry out and effect the object and purposes of this resolution. Thereupon, stockholders representing [insert number] shares of stock, being at least three-fifths of the capital stock of said corpora- tion, voted in favor of such resolution, and no stockholder voted against its adoption, and thereupon such resolution was declared duly adopted and the meeting adjourned. A. B., Chairman. C. D., Secretary. Starz or New York, } a County of C. D., being duly sworn, says that he is one of the directors of the [¢nsert corporate name], and was present at a special meeting of the stockholders of said company, held at its office, at ; on , 1893, , at o’clock in the fore- noon, and that the foregoing is a true copy of the proceedings of such special meeting and of the whole thereof. ©. D. Sworn to before me this day of pase 3 [Signature of Notary.] Upon filing and recording the foregoing amended certificate in the office of the Secretary of State the fees are fifteen cents per folio for recording. At the county clerk’s office the fees are: Filing, six cents; recording, ten cents per folio. Notice or Mrrtina. To the stockholders of [insert corporate name]: Notice is hereby given that a special meeting of the stockholders of said corporation will be held at , in the of on the day of , 189 , at o'clock M., to act upon a proposition to authorize an extension of the business, and power, and rights of said corporation, so as to include [insert same], in addition to those now set forth in the certificate of incorporation of said corporation. Dated, gN Ys , 18 A.B, C. D., E. F., Majority of Directors. CERTIFICATE oF Srock. 793 Forms — No. 45. Stare or New York, { ae County of a , being duly sworn, says, that on the day of , 189, he deposited in the post-office , at the city of , a copy of the annexed notice to stockholders of the [ensert corporate name], contained in a duly post-paid wrapper directed to each stockholder of said company at his Jast-known post-office address. [Stgnature. | Sworn to before me this } day of , 189 [Signature of Notary.] [Annex here affidavit of publication.] No. 45. Certificate of Stock. See the Stock Corporation Law, § 40. No..... No. of shares........ a Par value of each §..... DUG: ouicoievd nei oeeess Company. (Incorporated under the Laws of the State of New York.) This is to certify that is the owner of shares of the capital stock of The Company, transferable only on the books of the company by the holder thereof, in person or by attorney, on the surrender of this certificate. In Wirness Wuerxor, the said company has caused its cor- porate seal to be affixed hereto and this certificate to pea be signed by its president or vice-president and secretary or treasurer. Albany, N. Y., , 189 ve See eee ce , President [or Vice-President]. Siiiaeinncr ete , Secretary [or Treasurer]. 794 TRANSFER OF AND SUBSCRIPTION TO Stock. Forms — Nos. 46, 47. On the reverse side of the certificate of stock should be printed a blank transfer, as follows: For value received, I hereby sell, assign and transfer unto .... shares of the within mentioned stock, and do hereby constitute and appoint my true and lawful attorney to transfer the same on the books of the company. Witness my hand and seal, this day of 189 . Rhee sean ease arms [Seal.] Witness : Tke provisions of section 26 of the Stock Corporation Law may also be printed on the back of each certificate of stock, if desired. No. 46. Form of Demand for Transfer of Stock. See the Stock Corporation Law, § 29. To the Company, and its directors, officers and agents: You will take notice that I am the legal owner of certificate number for shares of stock of the said Company, and that said certificate was issued to , and has been duly transferred by him to me, said original certificate and transfer being herewith exhibited to yon. I hereby offer to surrender to you said certificate on receiving a new certificate for said shares of stock, and do demand that you forthwith transfer said shares to me on the books of said Company, and issue to me a new certificate therefor in my name. [Signature.] Dated, Albany, N. Y., ,18 . No. 47. Form of Subscription to Stock. See the Stock Corporation Law, § 41. We, the undersigned, hereby subseribe hereto our respective names, post-office addresses and the number of shares of stock, at the par value of dollars ($ ) each, which we respec- tively agree to take in [insert corporate name], a proposed cor- poration to be organized under the laws of the State of New York, Increase ok Repuction or Capiran Stock. 795 Forms — No. 48. with a capital stock of $ , consisting of shares, and we hereby severally agree to pay for such stock, at such times and in such installments as the board of directors of such company may by resolution require. F No. of shares Name of subscriber. Post-office address. subscribed. ewe ewe ee me Te ee twee Oe ee mee eee eee tl et te wee ee eee meee Fete eee eee OO ee ew re ee wee wee ee ee | lO ee ee ee No. 48. Certificate of Increase [or Reduction] of Capital Stock. See the Stock Corporation Law, §§ 44, 45, 46, We, the undersigned, A. B., chairman, and C. D., secretary, respectively, of a special meeting of the stockholders of [ensert corporate name], a domestic stock corporation, held for the pur- pose of increasing [or reducing] its capital stock, do hereby certify : That prior to such meeting a notice, stating the time, place and object thereof, and the amount of the increase [or reduction] pro- posed, signed by a majority of the directors, was published once a week, for at least two successive weeks, in [insert name of paper], a newspaper in the county where the principal business office of such corporation is located. That the following is a true copy of such notice: [Insert here copy of notiee as given in Form No. 49.) That a copy of such notice was also personally served upon or duly mailed, postage prepaid, to each stockholder of such corpora- tion, at his last known post-office address, at least three weeks before the meeting. That at the time and place specified in such notice, stockholders appeared in person or by proxy, in numbers representing at least a majority of all the shares of stock of such corporation and organ- ized said meeting by choosing from their number the undersigned, A. B., as chairman, and C. D., as secretary thereof. That the notice of the meeting and proof of the proper publish- ing and mailing thereof was presented. That, upon motion, a vote was then taken of those present in person or by proxy upon the following resolution : 796 Increase oR REpvction or Caprray Sroox. Forms — No. 48. Resolved, That the capital stock of [insert name of company), be increased [or reduced] from the present amount thereof, to wit: [¢nsert amount] dollars, consisting of [¢nsert number] shares of the par value of [insert par value] dollars each, to [nsert amount to which stock is increased or reduced dollars, to consist of [insert number] shares of the par value of [insert par value] dollars each, That stockholders owning [/nsert number] shares of stock, being at least a majority of all the stock of the corporation, voted in favor of such resolution ; and stockholders owning [inseré number] shares of stock voted against its adoption. [Or, “and no stock. holder voted against its adoption,” if such be the case. | That a sufficient number of votes having been cast in favor of such increase [or reduction], such resolution was declared duly adopted. That the amount’of capital of said corporation actually paid m is [énsert amount] dollars, and the whole amount of the debts and liabilities of such corporation is [¢nsert amount] dollars; and that the amount to which the capital stock of said corporation is increased [or reduced] is [¢nsert amount] dollars. Ix Wirness Wuereror, we have made, signed, verified and acknowledged this certificate in duplicate. Dated, this day of ,18 A. B., Chairman. C. D., Secretary. Srate or New York, ; hz County of 4 A. B., chairman, and C. D., secretary, respectively, of the afore said meeting, being severally duly sworn, do depose and say, and each for himself deposes and says, that he has read the foregoing certificate subscribed by him, and knows its contents, and that the same is true. A. B., Chairman. C. D., Secretary. Sworn to before me, this t day of 189 . BL. F., Notary Public, series tae County, N. Y. Increase on Repuction or Capita, Stock. 797 Forms — No. 49. Srare or New Yorx, { Sis County of = On this day of 189 , before me personally came A. B. and OC. D., to me personally known to be the persons described in and who made, signed and verified the foregoing certificate and severally duly acknowledged to me that they made, signed and verified the same for the uses and purposes therein set forth. E. F., Notary Public, eC Senate County, N. Y. At the office of the Secretary of State the fee upon the foregoing certificate is fifteen cents for each folio of 100 words contained therein. At the county clerk’s office the fees are: Filing, six cents; recording, ten cents per folio. In addition to such fees, in case of an increase of capital stock, there must be forwarded to the State Treasurer (not to the Secretary of State) one-eighth of one per cent upon the amount of such increase, simultaneously with the transmission of the certi- ficate to the Secretary of State. Certificates of reduction of capital stock of other corporations than railroads must have endorsed thereon the approval of the State Comptroller, and such cer- tificates should be sent to the Comptroller’s office for approval prior to their pre- sentation for filing in the office of the Secretary of State, or of any county clerk. Proper information in the form of an affidavit must be furnished the Comptroller to enable him to endorse upon the certificate the statutory approval. For such purpose a form of affidavit, designed to contain the essential proof and to meet the requirements of the Comptroller’s office has been prepared. See form No. 50. In the case of any increase or reduction of capital stock of a railroad corpora- tion, the certificate of such increase or reduction must have indorsed thereon the approval of the Board of Railroad Commissioners. No form of proof to be pre- sented to obtain such approval of the railroad commissioners is inserted here, as the requirements of such board in relation thereto are subject to such alterations and amendments as the exigencies of each application may require. No. 49. Notice of Meeting to Increase or Reduce Capital Stock. See the Stock Corporation Law, § 45. Notice to SrockHOLDERS. A special meeting of the stockholders of [imsert name of com pany] will be held on the day of , 189 , 798 IxcrEsasE on Repuction or Oaprrat Stock. Forms — No. 50. at o'clock p. mu. [or a. M.] at the office of such company, at No. street, in the city [or village] of , for the purpose of voting upon a proposition to increase [or reduce] its capital stock from [insert amount of present capital stock}, con- sisting of [¢nsert number of shares] shares of the par value of [insert par value] dollars each, to [insert amount to which stock is proposed to be increased or reduced] dollars, to consist of [insert number of shares] shares of the par value of [insert par value] dollars each. A. B,, D, Fr HQ ’ = aiding pds A Majority of the Directors, A No. 50. Proof for the State Comptroller’s Information upon an Application for Approval of a Reduction of Capital Stock. See the Stock Corporation Law, § 46. State or New York, e's County of « A. B. and C. D., treasurer and secretary, respectively, of [insert name of company), being severally duly sworn, do depose and say, and each for himself deposes and says: That the said A. B. is the treasurer of [:nsert name of company], and the said C. D. is the secretary thereof; that such company is a domestic stock corpora- tion other than a railroad corporation, or a monied corporation; that a capital of [insert amount to which the capital stock 1 reduced] dollars is su ficient for the proper purposes of the corpora tion, and is in excess of its debts and liabilities, A. B., Treasurer. C. D., Secretary. Sworn to before me, this day of 189 E. F., Notary Public, see ane County, IV. ¥. CertiFicaTte or Pxrererrep Stock. 799 Forms — No. 51. The foregoing affidavit should not be attached to the other papers, as it is to be retained by the Comptroller for filing in his office. The fee for each certificate of approval furnished by the Comptroller is one dollar, as provided in the Executive Law (L. 1892, ch. 683), § 32, subd. 3. No form of certificate of approval is appended here as a printed blank prepared by the comptroller is used by that official. No. 51. Certificate of Preferred Stock. See the Stock Corporation Law. No.... Shares.... The ....... Series ... Company. (Incorporated under the Laws of the State of New York.) This is to certify that is entitled to shares of the par value of dollars per share of the Preferred Capital Stock of the Company, transferable only on the books of the company by the holder thereof, in person or by attorney, on the surrender of this certificate. The holder of this certificate is entitled to non-cumulative [or cumulative] dividends in each year at the rate of per cent. per annum, payable out of the net earnings of the said company for such year in preference to any dividend on its common capital stock. In Witness Wuereor, the said company has caused its corporate geal to be affixed hereto and this certificate to be [operate] — sioned by its president or vice-president and secretary or treasurer. Albany, N. Y., , 189 Saracen genre ess , President [or Vice-President]. pecceceeeeeey Secretary [or Treasurer]. 800 Consent to Issuz or PREFERRED STOCK. Forms — No. 82. No. 52. Unanimous Consent to Issue of Preferred Stock. See the Stock Corporation Law, § 47. We, the undersigned, stockholders of the [¢nsert corporate name] Company, a stock corporation organized and existing under the laws of the State of New York, and owning the number of shares of the capital stock of such corporation set opposite our respective names, hereunto subscribed by each of us, do hereby consent and agree to a classification of the capital stock of such corporation into preferred and common stock, so that [¢émsert amount] dollars of the capital stock, consisting of shares of the par value of dollars each, shall be and become preferred stock and shall be entitled to receive semi-annually [or as the case may be] all net earnings of the corporation determined and declared as dividends, but not exceeding per cent per anntn in each fiscal year, before any dividend shall be set apart or paid upon the common stock; but such dividends upon the preferred stock shall not be cumulative [or as the case may be], and such preferred stock shall not be entitled to participate in any other or additional earn- ings or profits, and shall not in any other or different respect entitle the owner thereof to any preference in the property, assets or management of said corporation. In Wirness Wueregor, we have signed this consent and set opposite our respective names the number of shares of stock owned by each of us. Dated, , 189 Aw Biyivigans . shares, C. as sgicseehs shares. E. F., ........shares. State or New Yors, } ; 88. ¢ County of ; On this day of , 189 , before me personally came A. B., C. D. and E. F., to me personally known, and known to me to be the persons described in and who signed the foregoing consent, and severally duly acknowledged to me that they made and signed the same for the uses and purposes therein set forth. [Signature of Notary.] Increasinc oR Repucina NumBer or SHaREs. 801 Forms — No. 53. Srare or NEw York, } sare County of ; por [Insert name], being duly sworn, deposes and says that he is the treasurer of the [¢nsert corporate name] Company, the corporation mentioned and described in the foregoing consent, and that he is the custodian of the stock-book of said corporation; that the persons who have subscribed to the foregoing consent, and acknowledged the execution thereof, are the owners upon the books of said corpora- tion of the entire capital stock of said corporation. [Stgnature.] Sworn to before me this day of , 18 [Signature of Notary.] No. 58. Certificate Increasing [or Reducing] Number of Shares. See the Stock Corporation Law, § 56. We, the undersigned, chairman and secretary, respectively, of a special meeting of the stockholders of [insert corporate name], a domestic stock corporation, held for the purpose of increasing (or reducing] the number of shares into which its capital stock is divided, without increasing [or reducing] the amount of capital stock of such corporation, do hereby certify : That prior to such meeting a notice stating the time, place and object thereof, and the increase [or reduction] of the number of shares proposed, signed by a majority of the directors, was pub- lished once a week, for at least two successive weeks, in [insert name of paper), a newspaper in the county where the principal business office of such corporation is located. That the following is a true copy of such notice: Notice to stockholders: A special meeting of the stockholders of the [insert corporate name] Company, will be held at the office of the Company at No. street, in the city [or village] of , on the day of ,18 , at o’clock, m., for the purpose of considering and voting upon a proposition to increase [or reduce] the number of shares into which the capital 51 802 IncrEasinc oR Repucine Numser or SHARES. Forms — No. 538. stock shall be divided, without increasing [or reducing] the amount of such capital stock, so that hereafter such capital stock shall be divided into shares of the par value of dollars each. Dated Albany, N. Y., 18 A. B., C. D., Majority of Directors. That a copy of such notice was also personally served upon or duly mailed, postage prepaid, to each stockholder of such corpora- tion at his last known post-office address, at least three weeks before the meeting. That at the time and place specified in such notice, stockholders appeared in person or by proxy, in numbers representing at least two-thirds of all the shares of stock of the corporation, and organ- ized by choosing from their number the undersigned A. B., as chairman, and OC. D., as secretary thereof. That the notice of the meeting and proof of the proper publisb- ing and mailing thereof was presented. That, upon motion, a vote was then taken of those present in person or by proxy upon the following resolution: Resolved, That the number of shares into the capital stock of the [¢nsert corporate name] Company is divided be increased [or reduced from the present number, to wit: shares of the par value of dollars each, to the following number, to wit: shares of the par value of dollars each. That stockholders owning [insert number] shares of stock, being at least two-thirds of all the stock of the corporation, voted in favor of such resolution ; and stockholders owning [insert number] shares of stock voted against its adoption. [Or, “ and no stockholder voted against its adoption,” as the case may be.] That a sufficient number of votes having been cast in favor of such resolution, the same was declared duly adopted, and the meet- ing adjourned. In Wiryess Wuerror, we have made, signed, verified and acknowledged this certificate in duplicate. Dated this day of 18 A. B., Chairman. C. D., Secretary. Business Corporations ; Incorporation oF. 803 Forms— No. 54. Grats or New York, oe County of ‘; A. B., chairman, and C. D., secretary, respectively, of the afore- said meeting, being severally duly sworn, do depose and say, each for himself, that he has read the foregoing certificate subscribed by him, and knows its contents, and that the same is true. [Stgnatures of officers.] Sworn to before me this { day of gid. [Signature of Notary.] Starz or New York, } eee County of ) “ On this day of 18 , before me personally came A. B.and C. D. to me personally known to he the persons described in and who made, signed and verified the foregoing certificate and severally duly acknowledged to me that they made, signed and verified the same. [Signature of Notary.) No. 54. Certificate of Incorporation of a Business Corporation. / See the Business Corporations Law, § 2. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States, and at least one of us a resident of the State of New York, desiring to form a stock corporation, pursuant to the provisions of the Business Corporations Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose, as follows: First. The name of the proposed corporation is [¢nsert cor- porate name, | Second. The purposes for which it is to be formed are [¢nsert statement of objects. ] Third. The amount of the capital stock is [insert the amount] dollars. [Jf any portion be preferred stock state the preferences. | 804. Businuss Corporations ; IncoRPoRATION OF. Form — No. 54. Fourth. The number of shares of which the capital stock shall consist is [the number fixed must be such that the par value shall not be less than fie dollars nor more than one hundred dollars each], and the amount of capital with which said corporation will begin business is [state a definite amount, but not less than fine hundred dollars.] Fifth. Its principal business office is to be located in the [city, village or town] of , in the county of , State of New York. Sixth. Its duration is to be [insert number of years]. Seventh. The number of its directors is to be [énsert a definite number, between the limits of three and thirteen]. Eighth. The names and post-office addresses of the directors for the first year are as follows: Names, Post office addresses, Ninth. The names and post-office addresses of the subscribers and a statement of the number of shares of stock which each agrees to take in the corporation are as follows: Names. Post-office addresnes. Number of shares. eee were ee nee er ewe eee es te we te te em we er wee eer eee ee ones | 6 ee In Wirnzss Wuerror, we have made, signed, acknowledged and filed this certificate in duplicate. Dated, this day of , 189 . [Signatures of incorporators, not less than three in number.] State or New York, { ae County of ; On this day of 189 , before me personally came [insert names of subscribers to certificate], to me personally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that he Business Corporations; Incorporation oF. 805 Forms — Nos, 55, 56. they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] Upon filing and recording the certificate of incorporation in the office of the Secretary of State, the fees to be paid are: Filing, ten dollars; recording, fifteen cents per folio. Upon filing and recording a certified copy or duplicate original thereof in the office of the county clerk, the fees to be paid are. Filing, six cents, recording, ten cents per folio. In addition to such payments an organization tax of one-eighth of one per cent upon the amount of the capital stock must be paid to the State Treasurer. See the statutes regulating such payments and further information relative thereto, ante. No. 55. Certificate of Incorporation of a Full Liability Business Corporation. See the Business Corporations Law, § 6. We, the undersigned, all being persons of full age, at least two- thirds of whom are citizens of the United States, and one of us a resident of the State of New York, desiring to form a full hability corporation, pursuant to the provisions of the Business Corporations Law of the State of New York, do hereby make, sign, acknowledge and file this certificate for that purpose, as follows: First. The name of the proposed corporation is to be [¢sert corporate name] Company. [Here insert remaining recitals of form No. 54.] As to fees payable upon filing and recording the certificates of incorporation, see notes to Form No. 54. No. 56. Short Statement for Non-cumulative Preferred Stock. The preferred stock of said company shall be entitled to a divi- dend of not exceeding five per cent in any one year, which dividend shall be non-cumulative and payable out of the net earnings before any dividend is paid upon the common stock. 806 Bustvess Corporations; REINCORPORATION. Forms — No. 57. No. 57. Certificate for Reincorporation of an Existing Business Corporation. See the Business Corporations Law, § 4. We, the undersigned, A. B., chairman, and C. D., secretary, respectively, of a special meeting of the stockholders of [insert corporate name], a corporation heretofore organized, held for the purpose of voting upon a proposition to reincorporate pursuant to the Business Corporations Law, do hereby certify : That such corporation was organized for [here insert the objects as set forth in its certificate of incorporation]. That the directors of the corporation called a meeting of the stockholders thereof by publishing a notice, stating the time, place and object of the meeting, signed by at least a majority of them, in the [insert name of paper], a newspaper published in the city [or village] of , in the county of , being the county in which the principal business office of such corporation is situated, for at least three successive weeks, and by serving upon each stock- holder at least three weeks before such meeting a copy of such notice, either personally or by depositing it in the post-office, postage prepaid, addressed to such stockholder at his last known post-office address, That a copy of said notice is hereto annexed, marked “ Exhibit A,” and is hereby made a part of this certificate. That at the time and place specified in such notice stockholders appeared in person or by proxy representing more than a majority of all the stock of the corporation. That the meeting was then organized by such stockholders by choosing the undersigned A. B., one of the directors, as chairman, and the undersigned C. D., a stockholder, as secretary. That a vote was then taken of those present in person or by proxy upon the proposition to reincorporate under the Business Corporations Law. That the following resolution was offered : “Resolved, That [insert corporate name] be reincorporated under the provisions of the Business Corporations Law of the State of New York, and that the officers of this meeting be empowered Business Corporations ; RemncorPoration. 807 Forms— No. 67. and directed to execute proper certificates of such reincorporation and file the same, in the manner prescribed by law.” That votes representing a majority of all the stock of said corpora- tion were thereupon cast in favor of such resolution, to wit: Votes representing shares of stock. That such resolution was thereupon declared duly adopted. That we further certify as follows, to wit: [Here insert the recitals as contained in Form No. 54.] Ix Wirness Wuereor, we, the undersigned, the chairman and secretary, respectively, of said meeting of stockholders, hereby execute this certificate in duplicate, and hereby certify that the foregoing is a true and correct certificate of proceedings of said meeting. Dated, this day of , 189 due Mee as Seas , Chairman. east cietava? wiaas tsauara , Secretary. Sratz or New York, sa. County of ; , chairman, and , secretary, being severally duly sworn, do depose and say, and each for himself deposes and says, that he has read the foregoing certificate of pro- ceedings of the meeting of stockholders of the [insert name of corporation], subscribed by him, and knows the contents thereof, and that such certificate is correct and true. a aeat shale raves cloreeate , Chairman. sais ete aM » Secretary. Severally sworn to before me, this day of , 189 [Signature of Notary.] 808 Business Corrorations; Payment ONE-HALF Capirat. Forms — No. 58. Strate or New York, ace County of ‘ On this day of , 189 , before me personally came [insert names of chairman and secretary], to me severally known to be the persons described in and who executed the forego- ing certificate, and severally acknowledged to me that they executed the same. [Signature of Notary.) “ Exursit A,” REFERRED To IN THE ForEgorne CERTIFIOATE. Noricr to StooKHOLDERS. A meeting of the stockholders of the [¢nseré corporate name] to vote upon a proposition to reincorporate such company under the provisions of the Business Corporations Law, will be held on the day of , 189, at o’clock in the noon, at the office of said company at No. street, in the city [or village] of , in the county of Dated, , 189 [Insert names of directors, signing notice.) The payments to be made at the office of the Secretary of State upon the pre ceding certificate are ten dollars for filing and fifteen cents per folio for each 100 words contained therein for recording. A filing fee of six cents and recording fees of ten cents per folio are payable at the office of the county clerk. In addition to such payments one-eighth of one per cent organization tax must be paid to the State Treasurer. See statutes relative to such payments, i No. 58. Certificate of Payment of One-half Capital Stock of a Business Corpora tion. See the Businesss Corporations Law, § 5. We, the undersigned, being a majority of the directors of the [insert corporate name], a corporation formed under the provisions Business Corporations; Payment One-watr Capirat. 809 Forms — No. 58. of the Business Corporations Law of the State of New York, do hereby certify : That the amount of the capital stock of said corporation is [insert amount] dollars, and that one-half thereof has been paid in. In Witness WuEREOF, we have made, signed and acknowledged this certificate in duplicate, and have hereunto set our hands this day of , 189 [Signatures of majority of durectors.] Stats or New York«, } me County of . On this day of , 189 , before me personally came [name directors signing certificate] to me personally known and known to me to be the persons described in and who executed the foregoing certificate, and severally acknowledged to me that they executed the same. [Signature of Notary.] Sratz or New York, — County of , = [Insert names of president (or vice-president) and secretary (or treaswrer)], being severally duly sworn, each for himself, deposes and says, that he, the said is the president [or vice- president] of the [insert corporate name], and that he, the said is the secretary [or treasurer] thereof, and that the statements contained in the foregoing certificate are true. [Signature of President, or Vice- President.] [Signature of Secretary, or Treasurer. ] Sworn to before me, this } day of » 189 [Signature of Notary.} Upon filing and recording the foregoing certificate the fees are as follows: Office of Secretary of State, a recording fee only of fifteen cents per folio, At the county clerk’s office, six cents for filing and ten cents per folio for recording. 810 Business Corporations; Fuii Liasiyiry Corporation. Forms — No. 59. No. 59. Supplemental Certificate by a Business Corporation to Become a Fall Liability Corporation. See the Business Corporations Laws, § 6. We, the undersigned, the president and treasurer, respectively, of the [ensert name of corporation], a corporation formed under the Business Corporations Law of the State of New York, do hereby certify, pursuant to the provisions of said law, in order that said corporation may become a full liability corporation, as follows: That hereafter said corporation intends. to be a full liability cor. poration. That, pursuant to said law, we have annexed hereto a copy of a resolution, adopted by a two-thirds vote of the board of directors of said corporation, and the written consent of all the stockholders of said corporation, authorizing and consenting to the change of said corporation to a full liability corporation, marked, respectively, . “Exhibit A” and “ Exhibit B.” In Wirness Wuernor, we have made, executed and acknowl edged this certificate in duplicate, and have hereunto set our hands this day of , 189 Peeanwuentais sees , President. sldveuanavatavevsuitanestan ais , Treasurer. State or New York, ee County of ‘i On this day of , 189 , before me personally came [names of president and treasurer], to me known and known to me to be the persons described in and who executed the fore- going certificate and severally acknowledged to me that they executed the same for the uses and purposes therein mentioned. [Signature of Notary.] Exursir A. “Resolved, That this board does hereby authorize and consent to the change of the [insert corporate name] to a full liability cor: poration.” I hereby certify and declare the foregoig to be a true and cor- rect copy of a resolution duly adopted by a two-thirds vote of the Bes Business Corporations; Foun Liasitrry Corporation. 811 Forms — No. 59. hoard of directors of the [insert corporate name] at a meeting of said board, held at , on the day of , 189 eee eee ‘ Exursir B. ia | We, the undersigned, stockholders of the [énsert corporate name], do hereby, severally, give our written consent, authorizing and consenting to the change of said corporation to a full liability corporation. ! Ty Wirness Wuereor, we have hereunto set our hands to this consent in duplicate, and the number of shares of stock owned by each of us in said corporation. Dated, the day of , 189 A. B., shares. F C. D., shares. E. F., shares. State or New York, — County of ; On this day of , 189 , before me personally came [¢nsert names], to me known to be the persons described in and who executed the foregoing consent and severally acknowl- edged to me that they executed the same. [Signature of Notary.) Strate or New York, } a County of ; A. B., being duly sworn, deposes and says, that he is the treasurer [or secretary| of the [insert corporate name], the corporation referred to in the foregoing consent, and that he is’ the custodian of the stock-book of said corporation; that the persons who have subscribed the foregoing consent are all the stockholders of said corporation, and owners of the entire capital stock thereof. A. B. Sworn to before me this | day of , 189 [Signature of Notary.] Upon filing and recording the above certificate the fees payable are as noted under form No. 58. 812 Business CoRPoRATIONS ; CoNSOLIDATION OF. Forms — Nos. 60, 61. No. 60. Stockholder’s Waiver of Notice of a Meeting. See the General Corporation Law, § 38. I, the undersigned, a stockholder of the Company, hereby admit due and timely service of a notice of which the fore. going is a true copy, and I hereby waive any further notice of the meeting therein mentioned and the lapse of any prescribed period of time, and I do hereby authorize and approve the proposed increase of capital stock of said company from §.......... to $ ost sate as (or, as the case may be). No. 61. Agreement for the Consolidation of Business Corporations. See the Business Corporations Law, §§ 8, 9, 10, 11, 12. THIS AGREEMENT, made the day of , 189 , between the board of directors of [insert corporate name] Company, party of the first part, and the board of directors of [insert corporate name] Company, party of the second part, under the corporate seals of said companies, Wirnussera: That [insert corporate name] Company, said party of the first part, is 2 corporation organized under the laws of the State of New York, for the purpose of carrying on the business of [state objects for whicl, the corporation was formed]. That | insert corporate name} Company, said party of the second part, is a corporatior organized under the laws of the State of New York for the purpose of carrying on the business of [state objects Sor which the corporation was Sormed). That, in consideration of the mutual covenants‘ and agreements herein contained, the said parties hereto, do hereby merge and con- solidate such corporations into a single corporation under and in pursuance of the laws of the State of New York, in such case made and provided, and by these presents, TH&y Do HEREBY COVENANT AND AGREE upon and prescribe the terms and conditions of such consolidation and the mode of carrying the same into effect, which said terms and conditions and mode of carrying the same into effect. they mutually covenant and agree to observe, as follows, to wit: Business Corporations; Consoipation or. 813 Forms — No. 61, First. That the name of the corporation hereby formed by said consolidation shall be [énsert corporate name] Company. Second. That the number of directors who shall manage its affairs shall be [state definite number, not less than three nor more than thirteen’. Third. That the names and post-office addresses of the directors of such new corporation for the first year are as follows, to wit: Names of directors, .Post-office addresses. Fourth. That the term of existence of such new corporation shall be [insert term, not exceeding fifty years]. Fifth. That the names of the town [or towns], county [or counties], in which the operations of such new corporation are to be carried on are [insert names]. Sixth. That the name of the town [or city] and county in this state in which its principal place of business is to be situated is the town [cr city] of in the county of : Seventh. That the amount of the capital stock of such new cor- poration is to be [¢nsevt amount, which must not be larger than the fair aggregate value of the property, franchises and righis of the constituent corporations]. Eighth. That the number of shares into which such capital stock is to be divided is [znsert number]. Ninth. That the manner of distributing such capital stock among the holders thereof shall be as follows: [Hxvample given: The capital stock of each of the corporations, parties hereto, shall be convertible into the capital stock of said new corporation hereby Sormed, share for share, and upon presentation and surrender of any outstanding certificates of stock in either of said constituent corporations, parties hereto, certificates for like amounts of stock in said new corporation shall be issued to the holders thereof] Tenth. [Jf the constituent corporations, or either of them, shall have been organized for the purpose of carrying on any part of tts business in any place out of this State, and such new corporation shall propose to carry on any part of its business out of this State, 814 Bustness CorRpoRATIONS; CoNsOLIDATION OF. Forms— No. 61. the agreement shall so state, with such other particulars as may be deemed necessary. | In Testimony WueEreor, the said parties of the first and second parts have executed this agreement in duplicate, and have hereunto set their respective signatures, and have caused to be hereto affixed the corporate seals of their respective corporations, of which they are respectively the directors, the day and year first aforesaid. Directors of the ............ Company. (ee Attest? bse Pete wadeevaie , President. ais aounaruesianetalarsie , Secretary. ue Roem Rae e wast ; eer er ere ; Sate eaise ee om j Mace die ke states ‘: eee eee ; Directors of the ............ Company. [ee | ACR? (kG een eee ae , President. Raue cesar ae , Secretary. State or New York, ad County of | [Lnsert name of secretary of first-named constituent corporation), being duly sworn, deposes and says, that he is the secretary of said [ensert corporate name] Company mentioned in the foregoing agree- ment, dated , 189 ; that he knows the corporate seal of said company ; that the seal affixed to said agreement is such corpo- rate seal and was so affixed by order of the board of directors of said company; that deponent is acquainted with the handwriting of [¢nsert the name of the president], the president of said company, and that the signature of [insert name of president], subscribed to said agreement, as president of said company, is in the genuine hand- Bustyess Corporations ; Consoxipation oF. 815 Forms — No. 61. writing of said [insert president’s name], and was thereto subscribed by order of said board of directors, and the deponent subscribed his name thereto as such secretary, as aforesaid, by the like order of said board of directors. DAgGeea eter ers , Secretary. Sworn to before me, this | day of , 189 [Signature of Notary.} [Prepare in the same form as above, proof of execution by the secretary of the other constituent corporation, and annex the same. ] State or New York, ae County of ‘ “ On this day of , 189 , before me personally came [insert names of the directors of first constituent company], directors of [¢nsert name of company], to me severally known to be the persons who severally executed the foregoing agreement, and severally acknowledged to me that they executed the same for the uses and purposes therein expressed. [Signature of Notary.| [Prepare in the same form as above, acknowledgment by directors of the other constituent corporation, and annex the same.] Sworn Cory or Procerpines or Mretine. A special meeting of the stockholders of [insert corporate name] Company, for the purpose of submitting to said stockholders the annexed agreement, dated , 18 , for the consolidation of [imsert corporate name] Company with [snsert corporate name] Company, under the name of [insert name of new corporation] Company, was held at the office of said first-named corporation [or as the case may be] in the city [village or town] of ; county of , on the day of ,18 , at o’clock in the noon of that day. Said meeting was called upon notice of at least two weeks, specifying the time, place and object thereof, and addressed to each stockholder at his last known post-office address, and deposited in 816 Bustness Corporations ; CoNsoLiDATION oF. Forms — No. 61. the post-office, postage prepaid, and published for at least two sue. cessive weeks in [znsert name of paper], one of the newspapers of county, in which county said corporation, the [insert corporate name| Company has its place of business, and also in [ensert nume of paper], one of the newspapers of county, in which county said corporation, the [énsert name of other corpor- ation] Company has its place of business. Pursuant to such notice the stockholders of the [¢nsert corporate name] Company met at in the city [vddlage. or town] of , county of , on the day of 3 18 , at o’clock in the noon. There were present at such meeting in person or by proxy stock- holders owning shares of the stock, being at least two-thirds of the stock of said corporation. The meeting was organized by the election of a8 chairman, and , as secretary thereof. Proof by affidavit of the due service of the notice of the meet- ing and publication thereof was read and is hereto annexed. The annexed agreement was thereupon submitted to said stock- holders for their approval and, after being considered, a vote was taken by ballot upon the question of approving or rejecting the same, pursuant to statute. The said ballots were duly cast in person or by proxy, and upon a canvass of such ballots 1t was found that the votes of stockholders owning shares of stock were cast in favor of the approval of said agreement for consolidation, and votes of stockholders owning shares of stock were cast against the approval of said agree- ment [or no votes were cast against the approval of said agreement as the case may be]. The whole number of shares of the capital stock of said corpora tion is , and the votes of stockholders which were so cast in person or by proxy in favor of the approval of said agreement of consolidation constitute at least two-thirds of the stock of said corporation. Thereupon said agreement of consolidation was declared duly approved and adopted and the meeting adjourned. Ferry Corrorations; Incorporation or. 817 Forms — No. 61, In Wirvess Wuerror, I have made, signed and sworn to the foregoing copy of proceedings in duplicate this day of gle: & totes seeeeee sees, Secretary. Strate or New York, | County of 5 re [Insert name], being duly sworn, deposes and says that he was elected to act, and did act, as secretary of a special meeting of the stockholders of the [insert corporate name], held for the ‘purpose of considering the annexed agreement of consolidation, dated , 18 ; that the foregoing is a copy of the pro- ceedings of said meeting, and is, in all respects, a correct copy of such proceedings, and of all the proceedings of said meeting, and that notice of said meeting was given, as aforesaid, pursuant to statute. [Signature of Secretary. Sworn to before me, this { ee day of , 18 [Signature of Notary.] : [Prepare in the same form as above, the certificate of the secre- tary of the other constituent corporation, and annex the same.] [Attach also proof of publication and service of notice. | Upon filing and recording the consolidation papers in the office of the Secretary of State fees are payable as follows: Filing, ten dollars; recording, fifteen cents afolio. The fees in the office of the county clerk are: Filing, six cents; recording, ten cents a folio. In addition to such fees an organization tax of one-eighth of one per cent must be paid to the State treasurer upon the amount of capital stock of the new corporation, in excess of the aggregate capitalization of the constituent corporations. See statutes and decisions relative to fees, organization tax, and transmission of same, ante. No. 62. Certificate of Incorporation cf a Ferry Company. See the Transportation Corporations Law, article 1, § 2, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States, and a majority residents of the State of New York, desiring to become a corpora- 52 818 Ferry Corporations; LycorPoration oF, Forms — No. 62. tion for conducting and managing a ferry, pursuant to the pro. visions of article one of the Transportation Corporations Law of the State of New York, do hereby certify as follows, to wit: First. The name of the corporation is to be [¢nsert corporate name | Company. Second. The places from and to which the ferry established [or to be established] shall run are: From to Third. The term for which the corporation is to exist is [insert number of years not exceeding fifty] years. Fourth. The amount of its capital stock is to be [¢nsert amount] dollars, and the number of shares thereof is to be [insert number of shares] of the par value of dollars each. Fifth. The number of directors of such corporation is to be [¢nsert number, which, however, must be fimed between the limit of three and fifteen]. Sixth. The names of the directors for the first year are [insert names of the derectors]. In Witness Wueruor, we, the undersigned, have executed and acknowledged this certificate in duplicate, this day of ,189 . A. B. C. D. E. F. Strate or New York, } nag County of ; 7 On this day of ,189 , before me personally came A. B., C. D. and E. F., to me severally known to be the persons described in and who made and signed the foregoing certi- ficate, and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] The fees in the office of the Secretary of State are: Filing, ten dollars; record. ing, fifteen cents a folio for each 100 words. The fees in the county clerk’s office are. Filing, six cents; recording, ten cents a folio. In addition to such payments, an organization tax of one-eighth of one per cent upon the capital stock must be paid to the State Treasurer. For text of the statutes regulating such payments and information relative to remittances, see ante, Ferry Corzorations; Onr-Hatr Caprran Stoox. 819. Forms — Nos. 68, 64. No. 68. Affidavit as to Payment of One-half the Capital Stock of a Ferry Company. See the Transportation Corporations Law, article 1, § 3, ante. Srate or New York, { ie County of < 2 A. B., C. D. and E. F., being severally duly sworn, depose and say, and each for himself deposes and says, that he is a director of [insert corporate name] Company, and that said A. B., C. D. and ' E. F. constitute a majority of the directors thereof; that such com- ’ pany is a ferry corporation organized under the laws of the State of New York; that at least one-half the capital stock of such com- pany has been actually paid in, | A. B., C. D., E. F., Directors. Severally sworn to before me, } this day of , 189 [Signature of Notary.] Frrs. — In the office of the Secretary of State a recording fee of fifteen cents a folio; in the county clerk’s office, six cents for filing and ten cents a folio for recording. No. 64. Application for Ferry License by a Corporation Owning the Land. See the Highway Law, § 170, ante, To the County Court of the county of [or, the City Court of the city of , in the county of As The petition of [insert name of corporation] respectfully shows, that the petitioner is a domestic corporation, duly incorporated under the provisions of the Transportation Corporations Law of the State of New York, for the purpose of conducting and managing a ferry from [describe the place] to [describe the place] the county of , and is the owner of the Jand situated on the bank of the river through which that part of the highway adjoin- ing to the proposed ferry runs; and that a ferry ought to be estab- 820 Ferry Corporations; APPLICATION FOR LicENs&. Forms — No. 65. lished for the convenience and accommodation of the public, across the said river at the place aforesaid. Wherefore your petitioner prays that this court will grant it, the said corporation, a license to establish and keep said ferry, pursuant to the provisions of the statutes in such case made and provided. Dated this day of , 189 The [insert corporate name] Company, [ Conporate} By [segnature], President. Srate or New Yor, | at os County of a A. B., of , being duly sworn, deposes and says, that he is the president of the [ensert corporate name] Company, the peti- tioner named in the foregoing petition; that he has read the fore- going petition, by him subscribed, and knows the contents thereof; that the same is true to the knowledge of deponent, except as to the matters therein stated to be alleged on information and belief, and as to those matters he believes it to be true; and, further, that he signed said petition as president of said company by the authority of its board of directors and affixed the corporate seal of said com- pany thereto by the like authority. [Signature of Notary.| No. 66. Application for Ferry License by a Corporation not Owning the Land. See the Highway Law, §170, ante, To the County Court of the County of [or the City Court of the City of , in the county of }: The petition of [insert name of corporation] respectfully shows, that the petitioner is a domestic corporation, duly incorporated under the provisions of the Transportation Corporations Law of the State of New York, for the purpose of conducting and manag- ing a ferry from [describe the place], in the county of to [describe the place], in the county of , and that C. D. is the owner of the land situated on the bank of the river Ferry Corporations; APPLicaTIon ror LicEensE. 821 Forms — No. 66. through which that part of the highway adjoining to the proposed ferry runs; and that a ferry ought te be established for the con- yenience and accommodation of the public, across the said river at the place aforesaid. That the said C. D., the owner of the land through which the said part of said highway runs, as aforesaid, is not a suitable per- son to keep said ferry, for the following reasons : [or, has neglected to apply for a license to keep such ferry, after being served with eight days written notice from the petitioner of the time and place at which the said petitioner would apply for such license (or, has heretofore obtained a license to keep said ferry, but has neglected to comply with the conditions of the said license or, to maintain said ferry) ]. That due service of notice of the time and place of this appli. cation has been made upon said C. D., as more fully appears from a copy of said notice and the affidavit of service thereof, which _ are hereto annexed. Wherefore your petitioner prays that this court will grant it, the said corporation, a license to establish and keep said ferry, pursuant to the provisions of the statutes in such case made and provided. Dated this day of , 189 The [insert corporate name] Company, , ee) By [signature], President. [Add verification by petitioner as in the preceding Form Wo. 64, and annex notice and proof of service, Forms Nos. 66 and 67.] No. 66. Notice to Owner of Lands of Application for a Ferry License. See the Highway Law, § 170, ante. Tiivausas eens . Take notice, that the undersigned will make application to the County Court of the county of [or, to the City Court of the city of , am the county of j, at a term thereof to be held at the court-house, in the city [or viilage] of , on the day of ,18 , at the 822 Ferry Corporations; APPLICATION FoR LIcENsE. Forms — Nos. 67, 68. opening of the court [o7, at o’clock .] on that day, or as soon thereafter as a hearing can be had, for a license to keep a ferry aorpas thie river, from the termination of the highway running through your lands to [géve partecular description of loca- tion of the ferry]. Dated this day of , , 18 The [¢nsert nazne] Company. TAYE dies eaiseciens , President, No. 67. Proof of Service of Notice. See the Highway Law, § 170, ante, Strate or New York, oe County of , G. W., being duly sworn, says, that he is more than 18 years of age, that on the day of 18, at the village of ,in the county of , he personally served on the notice hereto annexed, by delivering to and leaving with him a true copy thereof. G. W. Sworn to before me, this day of ,18 . [Signature of Notary.} No. 68. License to Keep a Ferry. See the Highway Law, § 170, ante. Ata term of the County Court of county, held at the city [or village] of , in said county, on the day of , 18 Present: Hon. , County Judge. An application having been made by the [¢nsert corporate name] Company, a domestic ferry corporation, for a license to keep & ferry across the [name stream] at [describe the place], and the provisions of the statutes in such case made and provided having fe Ferry Corporations; Apprication ror License. 823 Wi Forms — Nos. 69, 70. been complied with, it is hereby ordered and determined that this license be granted to said [insert corporate name] Company to keep a ferry at the said place, in said town, for the term of five years from this date, and the said Company is allowed to collect and receive ferriage for the transportation of travelers, property and effects, over and across the said ferry, at and after the following rates, and for no greater sum or sums for such trans- portation, viz.: [state the rates]. No. 69. Clerk’s Certificate to be Annexed to a Copy of License for Licensee. See the Highway Law, § 170, ante, State or New York, } ae County of ; [, , clerk of Court, do hereby certify, that I have compared the annexed copy of a license with the original license, entered in the book of.minutes of said court by me this day, and that the same is a correct copy thereof and of the whole of said original. 7 Iy Wrrness Wuerzor, I have hereunto affixed my name, and my official seal, this day of , 18 fei] eae rut eRin reLS , Clerk. No. 70. Undertaking Upon Application for License to Keep a Ferry. See the Highway Law, § 171, ante, Stare or New York, } aia County of ; Whereas, the [insert corporate name] Company, a domestic cor- poration, duly incorporated under the provisions of the Transporta- tion Corporations Law of the State of New York, for the purpose of conducting and managing a ferry has made [or, 28 about to make] application to the County Court of the county of [or, to the City Court of the city of , in the county of ] for 824 Ferry Corporations; APPLICATION FOR LIcENsE. Forms— No. 70. a license to keep a ferry across the [name stream] from the termina. tion of the highway running through the lands of to [describe location of ferry] ; Now, therefore, we the said [¢nsert corporate name] Company and as its surety [or sureties, as the case may be}, do hereby jointly and severally undertake, in the sum of dollars, to and with the people of the State of New York, that the said [tnsert corporate name] Company shall attend such ferry with suffi- cient and safe boats and other implements, and so many men to work the same as shall be necessary during the several hours in each day, and at such rates as the court shall direct. Dated, this day of , 189 The Company, [ Conporatey By » President. [1. 8.] [Also signatures of sureties.) Strats or New Yorx, } ma County of 5 On this day of , 189 , before me personally came , the president of the . Company, to me personally known, who being by me duly sworn, said that he knows the corporate seal of said company; that the seal affixed to the above instrument is such corporate seal, and was affixed thereto by the authority of the board of directors of said company, and that he executed the said instrument as president of said com- pany by the like authority. [Signature of Notary.) Srate or New York, } ee County of ; 7 On this day of , 189 , before me personally appeared to me known to be the persons described in and who executed the foregoing undertaking, and severally acknowl- edged that they executed the same. [Stgnature of Notary. Navieation Corporation ; IncorPoRation or. 825 Forms— Nos. 71, 72, 78. No. 71. Affidavit of Justification. Srate or New York, t a County of ¥ L. M. and , being severally duly sworn, each for him- self, deposes and says, that he is one of the sureties named in the foregoing undertaking ; that he is a resident of and a householder, or freeholder, within the State of New York, and is worth the sum of dollars [twice the amount named in the undertaking] over and above all debts and liabilities which he owes or has incurred, and exclusive of property exempt by law from levy und sale under execution. [Stgnatures of sureties. Sworn to before me, this | av ] day of , 189 [Signature of Notary.] No. 72. Approval. I hereby approve of the foregoing undertaking, and of the suffi- ciency. of sureties therein named. Dated, this day of , 189 County Judge. No. 78. Certificate of Incorporation of a Navigation Corporation. See the Transportation Corporations Law, article 2, § 10, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States and one of us a resi- dent of the State of New York, for the purpose of becoming a navigation corporation for the objects hereinafter specified, pursu- ant to the provisions of article two of the Transportation Corporations Law of the State of New York, do hereby certify as follows, to wit: First. The name of the corporation is to be [¢nsert corporate name] Company. 826 Navieation Corporations; [xcoRPoRATION oF. Forms— No. 73. Second. The specific objects for which it is formed are the fol- lowing, namely: For the purpose of building for its own use, equipping, furnishing, fitting, purchasing, chartering, navigating or owning steam, sail or other boats, ships, vessels or other property, to be used in business, trade, commerce or navigation, and for the carriage, transportation or storing of lading, freight, mails, property or passengers. Third. The waters to be navigated are [insert name of waters to be navigated. Example given: The waters, bays and inlets of the Hudson river and tributaries thereof ].* Fourth. The amount of its capital stock is to be [¢nsert amount at not less than $5,000 nor more than $4,000,000,+ which are the limits fimed by statute]. Fifth. The term of its existence is to be [¢nsert number of years not excecding fifty]. Sixth. The number of shares of which the capital stock shall consist is to be [insert number of shares]. Seventh. The corporation is to have [insert number, but not less than five nor more than thirteen] directors. Eighth. The names of the directors for the first year are [insert the names]. Ninth. The principal office is to be situated in the city [or town] of , in the county of Tenth. The number of shares of stock whieh each subscriber of this certificate agrees to take in such corporation is as follows: t Names. Number of Shares Subscribed, FPR H ee me em we meee eee ee wwe eee lw we ee ew ee ree ewww ween seee i See e eee ee ewe reer e wena ee eee ee cee were ane nn ese eees enon eres Swe meee eee ew meee eee eee ee nes aes erare sesso ererenerersen ever Ce ed In Wirness Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of , 189 [Stgnature of Incorporators.] be In ave of ocean steamers, the ports between which the vessels are to be navigated must also stat + Corpora hone to navigate the canals cannot have a capitalization to exceed $50,000. tThe aggregate of such subscriptions must ae ten per cent of the capital and at least ten per cent o: ue subscriptions must be paid in cas Navication Corporations; Carrran Stock. 827 i: Forms—No. 74. State or New York, { “ County of 2 On this day of , 189 , before me personally came [state names of incorporators], to me severally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] Stats or New oe 2 88. 3 County of ; [Insert names of at least three directors], being severally duly sworn, depose and say, and each for himself deposes and says, that he is one of the directors named in the foregoing certificate; that at least ten per cent of the amount of capital stock named therein has been in good faith subscribed and at least ten per cent of such subscriptions has been paid in cash. [Signatures of at least three directors. ] Severally sworn to before a this day of , 189 [Signature of Notary.) The above certificate of incorporation must be executed by at least seven persons. As to payments to be made upon filing and recording the certificates of incor poration, see the notes under Form No. 62. No. 74. Certificate by a Navigation Corporation of Full Payment of Capital Stock. See the Transportation Corporations Law, article 2, § 12, ante. We, the undersigned, the president and a majority of the direct tors of [insert corporate name] Company, @ navigation corporation, do hereby certify, pursuant to the provisions of article 2 of the Transportation Corporations Law, as follows, to-wit: 828 Navieation Corporations; Carrran Stock. Forms — No. 74. That the amount of the capital stock of such corporation is [insert amount] dollars. That the whole amount of such capital stock has been paid in. In Witness WHEREOF, we have made and signed this certificate in duplicate, this day of , 189 . [Signature of president.] [Stgnatures of majority of directors. | Strate or New York, t me County cf e A. B., C. D. and E. F., being severally duly sworn, do depose and say, and each for himself, deposes and says, that said A. B. is the president of [insert name of corporation], and that said A. B., C. D. and E. F. are directors of such company, and a majority thereof; that he has read the foregoing certificate and knows the contents thereof, and that the same is true. [Stgnatures of President and majority of durectors.] Severally sworn to before me, this } day of , 189 [Signature of Notary.] Stare or New York, - County of On this day of , 189 , before me personally appeared A. B., C. D. and E. F., to me severally known to be the persons described in, and who made, signed and verified the fore- going certificate, and they severally acknowledged to me that they made, signed, executed and verified the same for the uses and pur- poses therein expressed. [Signature of Notary.] The fees payable upon filing and recording the above certificate are: At the office of the Secretary of State, a recording fee of fifteen cents per folio. At the county clerk’s office, six cents for filing and ten cents per folio for recording. Stage Coaca Corporations ; INcoRPoRATION oF. 829 Forms — No. 75. No. 75. Certificate of Incorporation of a Stage Coach Corporation. See the Transportation Corporations Law, article 3, § 20, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States, and one of us a resi- dent of the State of New York, desiring to become a corporation for the purpose of establishing, maintaining and operating a stage or omnibus route or routes [or for the purpose of maintaining and operating a stage route or routes already established, as the case may be], for public use in the conveyance of persons and property elsewhere than in the city of New York, pursuant to the provisions of article three of the Transportation Corporations Law of the State of New York, do hereby certify : First. The name of the corporation is to be [insert name] Company. Second. Such corporation is to continue for a term of [¢nsert term] years. Third. The route or routes upon which it is intended to run, as near as practicable, are [state route]. Fourth. The number of directors is to be [insert number, not less than three nor more than fie). Fifth. The names of such directors for the first year are [insert names. Sixth. The amount of its capital stock is to be [énsert amount] dollars, divided into [¢nsert number] shares. Seventh. ‘The place of residence of each subscriber hereto and the number of shares of stock he agrees to take in such corporation are as follows: . No, of shares Names, Place of residence subscribed. BOB See nits, Aas eee ea Aides shares. OL Dincic ce cinwicis. islis gue RGlae need we ea SALIRSS shares. His Hevivetaivedia’s eet 2 hyser Ol Use accu cc ay Mines shares. Ge He csecccs Sees, (SER ERER aS e RNS Aa shares. Ty Diets sonia ki Marcas a aR eae, “etteaatsle shares. In Wiryess Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of , 18 [Signatures of incorporators, not less than five in number. ] 830 Stage Coaca Corporations; Exrrnsion or Rours. Forms — No. 76. Strate or New Yorg, } 3 County of , On this day of , 189 , before me personally cune [znsert names], to me severally known to be the persons described in and who made and signed the foregoing certificate, and severally and duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] Relative to the payments to be made upon filing and recording the above cer- tificate, see the notes under Form No. 62, No. 76. Certificate of Alteration or Extension of Route of Stage Coach Corpora- tion. See the Transportation Corporations Law, § 21, ante. We, the undersigned, the directors of the [insert corporate name] Company, a stage coach corporation, organized under the provisions of article three of the Transportation Corporations Law of the State of New York, do, for the purpose of altering [or extending] the route [or routes] of said corporation as designated in the certificate of incorporation thereof, hereby certify as follows, to wit: That by a vote of two-thirds of the directors of said corporation, at a meeting of said directors held at ; on the day of , 189 , the route [or routes] designated in the certificate of incorporation of said [insert corporate name] Com- pany was [or were} altered [or extended] as follows, to wit: [state alteration or eatension]. In Wirnuss Wurrxor, we have made, signed and acknowledged this certificate in duplicate, this day of , 189 [Signatures of directors. ] State or New York, \ is County of seo ih On this day of , 189 , before me personally came [znsert name], to me severally known to be the persons described in and who made and signed the foregoing certificate, Tramway Corporatiuns ; INcoRPORATION oF. 831 Forms — No. 77. and severally and duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. . [Stgnature of Notary.) The fees upon filing and recording the above certificate are the same as those mentioned under Form No. 74. No. 77. Certificate of Incorporation of a Tramway Corporation. See the Transportation Corporations Law, article 4, § 30, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States and one of usa resi- dent of the State of New York, desiring to become a corporation for constructing, maintaining and operating an elevated tramway, constructed of poles, piers, wires, rods, ropes, bars or chains, for the transportation of freight in suspended buckets, cars or other recepticles, for hire, pursuant to the provisions of article 4 of the Transportation Corporations Law, do hereby certify : First. The name of the corporation is to be [¢nsert name] Company. Second. The number of years such corporation is to continue is to be [insert period] years. Third. The places from and to which such tramway is to be con- structed, maintained and operated, are as follows: From to ‘ Fourth. The length of such tramway, as near as may be, is to be [state length}. , Fifth. The name of each county through or in which it is intended to be made is [state each county]. Sixth. The amount of its capital stock is to be [insert amount] dollars. Seventh. The number of shares into which such capital stock is to be divided is to be [¢nsert number]. Eighth. The number of directors thereof is to be [state number, but not less than three]. 832 Tramway Corporations; INCORPORATION OF. Forms — No. 77. Ninth. The names and places of residence of the directors for the first year are as follows: Names. Places of residence. Tenth. The place of residence of each subscriber hereto, and the number of shares he agrees to take in such corporation, are as follows : Name. Place of residence. sete a Vo wes ted h ee vehi ome Mieco ee. Reeders shares, D2 Raucmumierenmtaaint rosiisininecealane.s Gascuceanee shares, Bu Gh ascAs SAS GAG), Cialiecia een Reneuunlon shares We ce eve ens Wade CORE: Re Re SABA Mead shares Dic dears teeRegs gees eeR ee Were ee”. Geers shares, Ox .qeheacaleiieomskeees. “atte Meneame es. Iekeos shares, es. aie yetubeca: isteceeeeTkeieseeal Biekaweiss shares, Ba Ocha Pete: Meta oe ieee aseaaeaRes shares, Dace Meee Geese: AsieiehseoeReeeues Gooegunas shares, IO nse esenawewRetes: Veawsl sad Pan Grie Galery Se Webideen shares, Vly sikeeee eee c See VERE eeG ees eees idtedawes shares, D2: covsgiamacrtone Selle NeW eae: bassin shares, DB ccderetigenetikes AREER ee. Ene eusek shares, In Witness Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of , 18 [Signatures of incorporators, at least thirteen in number.) Strate or New Yor, deg County of On this day of , 189 , before me personally came [insert names of the persons subscribing certificate], to me severally known to be the persons described in and who made and signed the foregoing certificate, and severally.duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] Relative to the payments to be made upon filing and recording the above certificate, see the notes under Form No. 62. Pree Live Corporations ; IncorPoration or. 833 Forms — No. 78, No. 78, Certificate of Incorporation of a Pipe Line Company, See the Transportation Corporations Law, article 5, § 40, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States, and one of us a resi- dent of the State of New York, desiring to become a corporation for the purpose of constructing and operating for public use, except _ in the city of New York, lines of pipe for conveying or transport- ing therein petroleum, gas, liquids or any products or property [or jor maintaining and operating any line of pipe already con- structed and owned by any corporation, person or persons, for the public use], pursuant to the provisions of article five of the Trans portation Corporations Law, do hereby certify : First. The name of the corporation is to be [insert name of company]. Second. Such corporation is to continue for a term of [insert term] years. h Third. The places from and to which such pipe line is to be con- structed [or maintained and operated] are the following, viz.: [insert names of places]. Fourth. The length of said pipe line, as near as may be, is to be [state length]. Fifth. The name of each county through or into which it is to be constructed is as follows [insert names of counties). Sixth. The amount of the capital stock of such corporation is to be dollars. [Zhe capital stock must not be less than fifteen hundred dollars for every mile of pipe constructed or proposed to be constructed]. Seventh. The number of shares of which such capital stock shall consist is to be shares. i) Eighth. The number of directors of such corporation is to be [here insert the specific number of directors, not less than seven.] Ninth. The names and places of residence of such directors who are to serve for the first year, are as follows, viz. : 834 Pree Linz Corporations; [NcoRrPoRATION oF. Forms — Ne. 78. Name. Places of residence, Tenth. The place of residence of each subscriber and the num. ber of shares he agrees to take in such corporation, which in the aggregate equal ten hundred and fifty dollars for every mile of pipe constructed or proposed to be constructed, and twenty-five per cent of which has been paid in cash, are as follows: Name. Place of residence. ae Doce ieuiaieratrece’ eeeen, Maaeecs Sisgiebaekueneian> Wns Sieteteers shares De esau ia mature wte sierra iene, Lyetey tear aes dete, Vaasa shares De eitia eas Matson RRceOeS WEEER SERRATE ERE ae) aS SRE CaO shares Ds iniara eta are Mere ngt ae a den tatenders ipiseroreie Sateen shares, 5 Usain a eile WAGE eee Sig) «ag Seale teha ia a Seua acoA” cole eleheseraey shares, 6 eis Racer ene! CeWSeaC eves alee, cnneladvere awn shares, ais cosh wieeiave alaeie oho’ Laces diced ede wee vee. . shares, ee Pee Ser aude eae i at we eS we SES shares, Qi cease tea e tera ei Sdistucaia> cWawwesiociwaateecius. “aeiateemes shares. LO sve thaGeaw wR eaeehalsk! “egieesoace@onSaaaele- Galsiew aia: shares Seer aw iE teeeSeee Reageeaahaesaieee- ede ae sels shares 12 SSR ee. CAS. WERE ERERS Se. Sawa shares. In Wirness Wuereor, we have made, signed and acknowledged this certificate in duplicate this day of 189 [Signatures of incorporators. | State or New Yor, ae y County of On this day of , 189 , before me personally came [insert names of the subscribers to certificate] to me severally known to be the persons described in and who made and signed the foregoing certificate, and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Stgnature of Notury.] Pirz Line Corporations; Firing Map, ero. 835 Forms — No. 79. Sratz or New York, ane County of ‘ “ [Insert the names of at least three of the directors named in the certificate], being severally duly sworn, depose and say, and each for himself deposes and says, that he is a director named in the foregoing certificate of incorporation; that at least ten hundred and fifty dollars of stock for every mile of line proposed to be con- structed, or maintained and operated, has been in good faith sub- scribed and twenty-five per cent paid in money thereon; that it is intended in good faith to construct [or to maintain] and operate the line of pipe mentioned in such certificate, and that such cor- poration was not projected or formed with the intent or for the purpose of injuring any person or corporation, nor for the purpose of selling or conveying its franchise to any person or corporation, nor for any fraudulent purpose. [Signature of directors making affidavit. ] Severally sworn to before me this ) day of 189. [Signature of Notary.] Lines of pipe cannot be constructed or operated in the city of New York under the provisions of this act. At least twelve persons must sign and acknowledge above certificate. For amount of fees and organization tax, payable upon filing and recording the certificates of incorporation, see the the notes under Form No. 62. No. 79. Notice to Owners and Occupants of Lands of Filing Map and Survey of Pipe Line. See the Transportation Corporations Law, § 41, ante. To A. B., OC. D., E. F. and , owners and occupants of lands through which the route of pipe line located and mapped by the [insert corporate name] Company, passes : Take notice, that a map and survey of the route adopted and located by said [insert corporate name] Company for the laying of a pipe line has been filed in the offices of the clerks of the counties of , on the day of , 189 , and that such route passes over or across the lands owned or occupied by the per- 836 Pree Line Corporations; Rexocation or Lins. Forms — No. 80. sons, respectively, to whom this notice is directed, and that the roate thereof is indicated thereon by a line of stakes consecutively nuinbered and equally distant, and not more than twenty rods from each other. Dated, , 189 Yours, etc., The [name of corporation]. By , Secretary. No. 80. Notice of Application for Appointment of Commissioners to Relocate Pipe Line by Occupant or owner of Lands. See the Transportation Corporations Law, § 41, ante, To the [insert name] Company, and to A. B.: Take notice, that on the day of , 189 , ata Special Term of the Supreme Court, to be held at in the village [or city] of , in the county of , at the opening of said court on that day, or as soon thereafter as coun- sel can be heard, an application will be made, pursuant to law, for the appointment of commissioners to relocate the line of route, adopted and located by said corporation for the laying of its pipe line, where the same passes through the land owned [or occu- pied] by C. D., as said line is designated on a map and survey of said route, tiled by said corporation in the office uf the clerk of county, on the day of , 189 , and for such other or further relief as may be proper; that A. B., one of the persons to whom this notice is addressed, is an owner [or occupant] of lands to be affected by the alteration to be proposed in said application; that said application will be made upon said map and survey, and notice of filing thereof served upon said O. D. on the day of , 189 , and also upon the petition of said C. D., a copy of which is hereto annexed and served upon you. Dated, 189 Yours, etc., Xs. Be Attorney for C. D. Office address, ....... eee [Attach petition as in form No. 81.] Pree Linz Corporations; Rexocation or Linz. 837 Forms — No. 81. No. 81. Petition by Owner or Occupant of Land upon an Application for the Appointment of Commissioners to Relocate Pipe Line. See the Transportation Corporation Law, § 41, ante. TOsssaiseaee Sewanee: The petition of C. D. respectfully shows, that the [insert corporate name] Company, a domestic pipe line corporation, has made a map and survey of the route adopted and located by it for the laying of a pipe line in the county of , which map and survey have been certified by the president and engineer of said corporation and filed in the office of the clerk of said county, on the day of , 189 ; that on the day of , 189 , said corporation gave written notice to your petitioner of the filing of such map and survey, and stating that said route passes over or across lands owned [or occupied] by your petitioner, that your petitioner is the owner [or occupant] of the lands designated on said map and survey, through which the route of said pipe line is designated to pass, the title to which lands has not been acquired by purchase by said corporation. That your petitioner feels aggrieved by the proposed location of said routc, and that his objections to said route are as follows: [¢nsert same], and that the route to which it is proposed by him to alter the same is as follows: [¢nsert description]. Wherefore your petitioner prays, that the court will, pursuant to section 41 of the Transportation Corporations Law of the State of New York, appoint three disinterested persons commissioners to examine the route located and the proposed alteration thereof, and direct the mode of proceeding, and that the court will make such order as it shall deem proper in relation to such alteration, and determine the location of such line, and grant such other or further relief as may be proper and agreeable to law. Dated, , 189 Cc. D. 838 Pirz Line Corporations; Rexocation or Ling. Forms — No. 82. Strate or New Yorks, sas County of ; C. D., being duly sworn, deposes and says, that he is the petitioner named in the foregoing petition; that he has read the foregoing petition, by him subscribed, and knows the contents thereof; that the same is true to the knowledge of deponent, except as to the matters therein stated to be alleged on information and belief, and as to those matters he believes it to be true. C. D. Sworn to before me, this day of , 189 [Signature of Notary.] No. 82, Order Appointing Commissioners to Examine Proposed Alteration of Pipe Line. See the Transportation Corporations Law, § 41, ante. At a Special Term of the Supreme Court, held at ; in the city [or village] of , on the day of ; 189° Present: Hon. E. L. F., Justice. In THE MartTer OF THE APPLICATION OF C. D. FoR AN ALTERATION, OF THE Pree Line Rovre oF THE [insert corporate name] COMPANY. On reading and filing the petition of C. D., dated ' 189 , praying for the appointment of commissioners, pursuant to section 41 of the Transportation Corporations Law of the State of New York, to examine the route of pipe line located by the [ensert name] Company and the proposed alteration thereof, together with notice of this application thereon at this time and place, with proof of due service on the said [¢nsert name] Com- pany and upon A. B. and owners or occupants of lands to be affected by the alteration proposed by said petitioner, and on Pier Linz Corrorations; Rexocation or Linn. 839 Forms — No. 838. motion of G.H., counsel for said petitioner, and after hearing. L. M., of counsel for the [insert name] Company, and P. Q., of counsel for A. B., it is hereby Ordered, That T. R., N. L. and J. R., of ythree disin- terested persons, be and they are hereby appointed as commis- sioners to examine the route located for said pipe line by said [insert name] Company, and the proposed alteration thereof, and that said commissioners shall [here direct the mode of proceeding*}, and that said commissioners do report to the court the facts relating thereto and their opinion as to the proposed alteration, and what, if aay, alteration should be made in such line. No. 83. Report of Commissioners Appointed to Examine Proposed Alteration ef Pipe Line. See the Transportation Corporations Law, § 41, ante. In THE MATTER OF THE APPLICATION oF C. D, FoR AN ALTERATION or THE Pree Line Route oF THE [insert corporate name] COMPANY. To the Supreme Court of the State of New York: We, the undersigned, commissioners appointed in the above- entitled proceeding, by an order of said court, made at a special term thereof, at the of , on the day of , 189 , do hereby respectfully report as follows: That [report facts relating to examination of the route located and the proposed alteration thereof |. That our opinion as to the proposed alteration is as follows, to wit: And we do hereby further report that in our opinion the fol- lowing alterations should be made in the route of said pipe line, namely ; [state alterations}. All of which is respectfully submitted. Dated, ,189 . 2 [Signatures of’ commissioners. |] * See the Transportation Corporations Law, § 41, ante, 840 Pree Live Corporations; Rexocation oF Linz. Forms — No. 84. No. 84. Order of Court upon Report of Commissioners Appointed to Examine an Alteration of Pipe Line Route. See the Transportation Corporations Law, § 41, ante. At a Special Term of the Supreme Court, held at in the city [or village] of , on the day of , 189. Present: Hon. D. C. H., Justice. In THE MATTER OF THE APPLICATION oF C. D. FoR AN ALTERATION OF THE Prez Line Rovre or THE [énsert corporate name] COMPANY. On reading and filing the report, dated 189 , of commissioners appointed in the above-entitled proceeding to report as to the alteration of the route of the pipe line of the [¢nsert cor- porate name] Company, with notice of motion to confirm. said report, and for the order of the court thereupon, with affidavit of due service of said notice upon and , and upon motion of G. H., of counsel for C. D., and after hearing L. M., of counsel for the [insert corporate name] Company, and P. Q., of counsel for A. B., in opposition thereto, it is hereby Ordered, That said report be and the same is hereby in all respects confirmed, and that the location of the route of said pipe line be and the same hereby is altered and determined as follows, to wit: [Znsert location], and that the costs, fees and charges of the commissioners, above mentioned, are hereby fixed and adjusted at [insert amount], and that the costs and charges of the proceedings in this matter are hereby fixed and adjusted at [insert amount] dollars, and it is hereby directed that the amount of said costs, fees and charges of said commissioners and the amount of the costs and charges of this proceeding be paid by the said [insert name] Company, [or by sad A. B. as the case may be] to said commissioners and to said C. D., respectively. By Pier Line Corporations; Renocatrion or Ling. 841 Forms — No. 85. No. 85. Petition of Pipe Line Corporation for Permission to Construct its Line Aeross, Along or Upon a Highway, or Across or Upon a Bridge, or Into and Through the Streets of an Incorporated Village or City See the Transportation Corporations Law, §§ 45 and 46, ante. To the General Term of the Supreme Court of the Judicial Department : The petition of the [¢nsert name} Company respectfully shows : That said company is a corporation, duly incorporated under article 5 of the Transportation Corporations Law of the State of New York for constructing and operating for public use lines of pipe for convey- ing or transporting therein petroleum [or gas, or as the case may be]. That it is necessary that the pipe line of your petitioner shali be constructed across [along or upon] the pub.ic highway known as the , located in the town of , in the county of [or across or upon the bridge known as the ; located in the, etc., or into or through the village of , begin- ning at and running, etc.], a8 appears by the map of the route of said pipe line, filed , 189 , in the office of the clerk of county, pursuant to said article 5 of the Trans- portation Corporations Law. That your petitioner has applied to the commissioners of high- ways of the said town of [or has applied to the board of trustees of said village of , or to the common council of said city of ] for their consent to the construction of said pipe line across [along or upon] said highway [or across-or upon such bridge, or through said streets, in case of villages or cities |, upon such terms as might be agreed upon with said commissioners [or said board of trustees, or as the case may be]; but that such consent of said commissioners [or board of trustees, etc.,] cannot be obtained by your petitioner. Your petitioner, therefore, prays that this court will grant an order, pursuant to said law, permitting the said corporation, your petitioner, to construct its line of pipe across, ete. Dated ,189 . THE [insert corporate name] COMPAN Ys ae | By [signature], President. [Add verification as in form No. 1.] 842 Pire Linz Corporations; Retocation or Linn. Forms — No. 86. No, 86. Notice of Motion by Pipe Line Corporation for Permission to Construct its Line Across, Along or Upon a Highway, or Across or Upon a Bridge, or Into or Through an Incorporated Village or City. See the Transportation Corporations Law, ¥§ 45 and 46, ante, In THE MATTER OF THE APPLICATION OF THE [insert corporate name] CoMPANY FoR PERMISSION To CoNSTRUCT its Prez Line Across, ETc., THE [name the highway or bridge.] To and , commissioners of highways of the town of , in the county of [or direct to the municipal authorities of village or city). Take notice that on the day of , 189 , ata General Term of the Supreme Court to be held at , in the village [or city] of , in the county of , at the opening of said court on that day, or as soon thereafter as counsel can be heard, an application will be made, pursuant to law, for an order per- mitting the [¢nsert corporate name] Company to construct its pipe line across [along or upon] the public highway known as the [describing tt], and located in the town of , ete., [or across or upon the bridge, etc., describing same], upon such terms as the court may direct, and for such other or further relief as may be proper. That said application will be made upon the petition of said [insert name] Company, a copy of which is hereto annexed. Dated, , 189 . Yours, ete., Attorney for the....... + eeee ee. Company. iiice md tos o5:<-ssie' sce pwc elds ae anes Pier Linz Corporations; Rexocation or Linx. 843 Forms — No. 87. No. 87. Order of Court Permitting a Pipe Line to be Constructed Across, Along oz Upon a Highway, or Across or Upon a Bridge, or Into or Through the Streets of an Incorporated Village or City. See the Transportation Corporations Law, §§ 45 and 46, ante. At a General Term of the Supreme Court, held at in the village [or city] of , on the day of , 189 , in and for the Judicial Department. Present: Hon. , Presiding Justice; and Hons. and » Justices. In THE MATTER OF THE APPLICATION OF THE [insert corporate name] Company FOR PERMISSION TO CONSTRUCT ms Prez Line AcRoss, ETC., THE [name the highway, or bridge, or as the case may be]. On reading and filing the petition of the [insert corporate name] Company, dated , 189 , praying [state prayer of peti- tion], together with notice of motion and proof of due service thereof upon and , and after hearing ; of counsel for said petitioner, for the motion, and , of counsel for [the commissioners of highways of the town of or as the case may be] in opposition thereto, It is hereby ordered, that the said [insert corporate name] Com- pany be and is hereby permitted to construct its pipe line across [along or upon] the public highway, known as [describing tt], located in the town of , in the county of , [or to construct its pipe line across or upon the bridge known as the (describing it), or into and through the following streets of, etc.,], in the manner and upon the terms herein directed, as follows, to wit: [Insert the manner and terms of such constructon). 844 Report py Prez Linz Company. Forms — No. 88. No. 88. Monthly Statement by Pipe Line Corporation. See the Transportation Corporations Law, § 52, ante. The [insert corporate name] Company hereby inakes the follow- ing statement for the month of , 189 , pursuant to the provisions of section 52 of the Transportation Corporations Law of the State of New York, to wit: The amount of all commodities received by said corporation during said month was [insert amount.] The amount of all commodities delivered by said corporation during said month was [insert amount. | The stock on hand of said corporation on the last day of said month was [insert same], of which stock [¢nsert amount] is repre- sented by outstanding certificates, vouchers, receipts or orders, and [énsert amount] in credit balances on the books of said corporation. Dated , 189 THE [¢nsert corporate name] COMPANY. By [stgnature], President. [signature], Secretary. Srats or New York, } ma Couuty of ; and , being severally duly sworn, each for himself, deposes and says: That the said is the president of the [énsert corporate name, Company, and said is the secretary thereof; that the foregoing statement subscribed by him is in all respects true and correct. [Signatures of President and Secretary.) Sworn to before me a day of , 189. [Signature of Notary, Gas anp Exxcrric Lignt Corporations. 845 Forms — No. 89. No. 89. Certificate of Incorporation of a Gas or an Electric Light Corporation. See the Transportation Corporations Law, article 6, § 60, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States and one of usa resi- dent of the State of New York, desiring to become a corporation for the purposes herein specified, pursuant to the provisions of the Transportation Corporations Law, article 6, do hereby certify : First. The name of the corporation is to be [wmsert corporate name| Company. Second. Its objects are to be: Manufacturing and supplying gas for lighting the streets and public and private buildings of [here insert the name of any city or town or cities and towns, not over Jive miles distant from each other, in this State, in which the business of the company is to be carried on.] [* Or, in case of an electric light corporation state as Sollows, to wit: Second. Its objects are to be: Manufacturing and using elec- tricity for producing light, heat or power, and im lighting streets, avenues, public parks and places, and public and priwate build- ings of cities, villages and towns within this State, as followe, to wit + (name places) |. Third. The amount of its capital stock is to be [insert amount] dollars. Fourth. The term of its existence is to be [¢nsert the number of years, not exceeding fifty]. Fifth. The number of shares of which the stock shall consist is to be [insert number of shares]. Sixth. The number of directors is to be [imsert the number definitely, but such number must not be less than three nor more than thirteen]. Seventh. The names and places of residence of the directors who are to serve for the first year are as follows, viz. : * Or the corporation may be formed for both gas and electric lighting. 846 Water-worKs CoRPORATIONS. Forms — No. 90 Names. Places of residence, Eighth. The name of the town and county in which the opera- tions of the corporation are to be carried on is [insert name of town and county]. In Wirnwess Wuereor, we have made, signed and acknowledged this certificate in duplicate, this day of , 189 [Signatures of incorporators, at least three in number. ] Stare or New York, } ee County of ) On this day of , 189 , before me personally came [tnsert names of the persons signing certificate], to me severally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Stgnature of Notary.] For amount of fees and organization tax to be paid upon filing and recording the certificates of incorporation, see the notes under form No, 62. No. 90. Certificate of Incorporation of a Water-works Company. See the ‘l'ransportation Corporations Law, article 7, § 80, ante. We, the undersigned, all beng persons of full age, and at least two-thirds being citizens of the United States and one of usa reti- dent of the State of New York, desiring to become a corporation for the purpose of supplying water to cities, towns or villages and the inhabitants thereof in this State, pursuant to the provisions of the Transportation Corporations Law, article 7, do hereby certify: First. The name of the corporation is to be [¢msert corporate name] Company. Second. The amount of its capital stock is to be [insert amount] dollars. WatTER-woRKs CorPoRATIONs. 847 Forms — No. 90. Third. The number of shares into which such capital stock is to be divided is [insert number of shares}. Fourth. The location of the principal business office of such cor- poration is to be [tnsert the name of the city, village or town, and the county]. Fifth. The number of its directors is to be [insert the definite number, but not less than seven]. Sixth. The names and places of residence of the directors for the first year are as follows, viz. : Names. Places of Residence. Seventh. The names of the city [town or village, or citres, towns and villages, as the case may be], which it is proposed to supply with water are [insert names]. Eighth. The permit of the authorities of such city [¢own, or village, or cities, towns and villages, as the case may be] has been granted, as more fully appears from such permit, which is annexed to this certificate and is hereby made a part thereof. Ninth. The post-office address of each subscriber, and the number of shares he agrees to tuke in such corporation, the aggregate of which at least equals one-tenth of the capital stock, and ten per centum of which has been paid in cash to the directors, are: Number of shares Names Post-office address. subscribed, A Bei ox eee). eyebwbis ee ieee Seen aes shares. Co Dein el ddtes. 264desGas Sie ee eee eee sae eee shares. Fis Bie ikianeleede: Geass SOS seebes stim! stances shares. Ge Heeb ideale Sie cee eae. Geeta Bee Ses shares. JL, isdes haat eis Cavin CREASES OD ETES “REE eee shares Ke Deelicevekiten As GF GaSe eh Gee vee es vERe eS shares 848 Water-works CoRPORATIONS. Forms — No. 90. In Witness Wuxrezor, we have executed and acknowledged this certificate in duplicate. Dated, this day of , 189 [Stgnatures of incorporators, at least seven in number.] Srate or New York, } aes County of On this day of , 189, before me personally came [insert names], to me severally known to be the persons described in and who made and signed the foregoing certificate, and sever- ally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. [Signature of Notary.] State or New York, } Bee County of | Here insert the names of at least three of the directors], being severally duly sworn, each for himself, deposes and says that he is a director named in the foregoing certificate of incorporation; that at least one-tenth of the capital stock mentioned in such certi- ficate has been subscribed; that ten per cent of such subscriptions has been paid in cash to the directors. [Signatures of the three directors making affidavit.) Severally sworn to before me this } day of , 189. [Signature of Notary.] Permir RErerrep To In THE Forrcorna Crrtiricate oF [noor- PORATION. We, the undersigned, being a majority of the board of trustees of the incorporated village of , in the county of [or, being a majority of the officers holding the offices of super- visor, justice of the peace, town clerk and highway commissioners of the town of , in the county of jor, being the board of water commissioners of the city of ,m the county of ], having received from [insert names of the persons Water-works Corporations. 849 Forms— No. 90. forming the corporation] an application for a permit authorizing them to form a corporation for the purpose of supplying such vil- lage [or town, or city, as the case may be] with water, do hereby grant such permit, authorizing the formation of such corporation for the purpose of supplying such village [or town, or city] with water. In Witness WuHEREOF, we have signed and acknowledged this permit in duplicate this day of , 189 [Or, A. B., Supervisor. C. D., Justice of the Peace. E. F., Town Clerk. G. H., I. J., Commissioners of Highways. Or, Op yoOw "9 ” 3) Water Commissioners of said city.] State or New York, ‘ SS. County of ’ On this day of , 189 , before me personally came [insert the names of subscribers to the permit], to me severally known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set forth. re [Signature of Notary | For information as to the fees and organization tax to be paid upon filing and recording the certificates of incorporation, see the notes under form No. 62. 54 850 TELEGRAPH AND TELEPHONE CoRPORATIONS. Forms— No. 91. No. 91. Certificate of Incorporation of a Telegraph and Telephone Company, See the Transportation Corporations Law, § 100, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States and one of us a resi- dent of the State of New York, desiring to become a corporation for the purpose of constructing, owning, using and maintaining a line or lines of electric telegraph [or telephone] wholly within or partly beyond the limits of this State, pursuant to the provisions of article 8 of the Transportation Corporations Law, do hereby certify: First. The name of the corporation is to be [insert corporate name] Company. Second. The general route and the points to be connected are as follows, viz.: [state route and points to be connected}. Third. The amount of its capital stock is to be [insert amount] dollars. Fourth. The number of shares into which such capital stock is to be divided is [insert number of shares]. Fifth. The term of existence of such corporation is to be [znsert term] years. Sixth. The number of its directors is to be [insert the specific number, but not less than seven]. Seventh. The names and residences of the directors for the first year are as follows, viz. : Name. Residence. os Sag. Gard grareiane?, Gee eee wie ewen. Reeamuneises Miacen ane alec iaiaea Oss ieee eialara le Gis aveed Merwin eraimgariieay. Geo kuee au eeceuans ainsi ebevarsogha 6's . Ona ida eealaaain Ne eee ein ary Siiabeuvetuaeuaites elienalaieie ats . Bs isan toler ain aeh Aerie giai caver esslin'e,~ Carnlgrwe ei ieee tate ane diets So aiaieate TELEGRAPH AND TELEPHON £ CoRPORATIONS. 851 Forms— No. 92. Eighth. The post-office address of the subscribers and the number of shares which each agrees to take in such corporation are as follows : Number of shares Name. Post-office address, subscribed. de seiguciars Biss Mie DE elg~ “Mans Soar walan eee) ObSeu eee den shares Doo cielen euch a tuecds Cee Rae R eee! Ssackdiedenedega shares Die eae Mae MeaA. “GReRelawaisesarneael -Sudterecheudwes shares. Ae SaaieeRSeeR de SERGE Galde Gide Gh) os siowweaielns shares. Do: GASES WAR A nGe ea eels, Re eee as shares, Os eka Ree wane GSWaNReE GRRE! seudcneGce cae shares. UE Re ea G Ey > ep Reete te aimee, Sites Ake shares. Ixy Witness Wuerreror, we have made, executed and acknowl- edged this certificate in duplicate this day of , 189 [Signatures of incorporators, not less than seven in number. | Strate or New York, eax County of ; On this day of , 189 , before me personally came [insert the names of the subscribers to the foregoing certificate] to me known to be the persons described in and who made and signed the foregoing certificate and severally duly acknowledged to me that they had made, signed and executed tle same for the uses and purposes therein set forth. [Signature of Notary. ] For information as to the fees and organization tax to be paid upon filing and recording the certificates of incorporation, see notes under Form No. 62. No. 92. Certificate for Extension of Lines of a Telegraph or Telephone Company. See the Transportation Corporations Law, article 8, § 101, ante. We, the undersigned, being at least two-thirds of the directors of [insert name] Company, do hereby certify that the written consent of the persons owning at least two-thirds of the capital stock thereof |aving been procured, as appears by the affidavit of three of the directors annexed hereto, marked “ Exhibit A,” and which 852 TELEGRAPH AND TELEPHONE CORPORATIONS. Forms — No. 92. is hereby made part of this certificate, such corporation desires to construct, own, use and maintain a line of electric telegraph [or telephone], not described in its original certificate of incorporation [or desires to join with another corporation in constructing, leasing, owning, using and maintaining such line ; or to hold or own any interest therein ; or to become lessees thereof, as the case may be.] That we do hereby, for such purpose, pursuant to the provisions of the Transportation Corporations Law, article 7, section 101, execute this amended certificate as follows, to wit: [Here insert all the recitals contained in the original certificate, including in the description of the route both the line or lines specified in the original certificate and the route of the proposed extension, and designating the extreme points connected thereby. | Iy Wirness Wuereor, we have executed and acknowledged this amended certificate in duplicate, and have hereunto set our hands, this day of 189 . [Segnatures of at least two- thirds of the directors.] Srate or New York, County of 4 | ” On this day of , 189 , before me personally came [insert the names of the directors signing the certificate], to me known to be the persons described in and who made and signed the foregoing amended certificate, and severally duly acknowledged to me that they had made, signed and executed the same for the uses and purposes therein set torth. [Signature of Notary.) “Exuisit A,” REFERRED To IN THE FoREGOING CERTIFICATE. Strate or New York, : County of ‘ } is [Lnsert names of at least three directors], being severally duly sworn, each for himself, deposes and says that he is a director of [insert name of company]; that the persons who have signed and executed the foregoing certificate constitute two-thirds of the directors of such company; that the written consent of persons owning at least two-thirds of the capital stock of such company has Bripaz anp Turnerxe Corporations. 853 Forms — No. 98, been obtained for the carrying out of the objects set forth in the annexed amended certificate. [Signatures of th ; : Severally sworn to before me, g of three directors. | this day of 189. [Signature of Notary.] Upon filing and recording the foregoing certificate in the office of the Secretary of State the fees will be fifteen cents per folio. At the county clerk’s office: Filing, six cents; recording, ten cents per folio. No. 98. Certificate of Incorporation of a Bridge Company. See the Transportation Corporations Law, article 9, § 120, ante. We, the undersigned, all being persons of full age, and at least two-thirds being citizens of the United States, and one of us a resident of the State of New York, desiring to become a corpora- tion for the purpose of constructing, maintaining and owning a bridge [or causeway, as the case may be], pursuant to the pro- visions of the Transportation Corporations Law, article 9, do hereby certify : First. The name of the corporation is to be [¢msert corporate name| Company. ‘ Second. Its duration is to be [insert here a definite number of years, not exceeding fifty.| Third. The amount of its capital stock is to be [¢nsert amount dollars. Fourth. The number of shares of its capital stock is to be [insert number. | Fifth, The number of its directors is to be [insert number}. Sixth. The names and post-office address of the directors for the first year are as follows, viz.: Names. Post-office address. Be belgie tetas esate le Ses asda TeV RRO SURE.

. unis eiginreiere aereietew , President. ett eee , Secretary. State or New York, } ges County of , = [Insert name of secretary of first-named constituent company] being duly sworn, deposes and says, that he is the secretary of said [insert name of the company] mentioned in the foregoing agree- ment of consolidation and merger, dated , 189 ; that he knows the corporate seal of said company; that the corporate seal affixed, to said agreement is such corporate seal, and was so affixed by order of the board of directors of said company; that deponent is acquainted with [insert the name of the president], and knows him to be the president of said company; that he is acquainted with the handwriting of said [insert the name of the pesident] and that the signature of [insert the name of the prest- dent] subscribed to said agreement as president of said company is in the genuine handwriting of said |¢nsert president's name}. and 878 Raiiroaps; Conso.ipation. Forms — No. 111. was thereto subscribed by order of said board of directors; and the deponent subscribed his name thereto as secretary, as aforesaid, by virtue of a like order of said board of directors. Sworn to before me this day of , 189. [Signature of Notary.] [Prepare in the same form as above proof of execution by the sec- retary of the other constituent company, and annex the same.] Strate or New York, | ies County of On this day of , 189 , before me personally came [insert names of directors of first constituent company sign- ing agreement), directors of [éasert corporate name], to me sever- ally known, to be the persons described in and who severally executed the foregoing agreement and severally acknowledged to me that they executed the same for the uses and purposes therein expressed. [Signature of Notary. [Prepare in the same form as above acknowledgment by direc- tors of the other constituent company, and annex the same.] In case stockholders owning two-thirds of all the stock of each of the consolidat- ing corporations shall sign a consent in writing signifying their assent to the consolidation, such consent of each constitutent corporation must be appended to the agreement in the following form : No. 111. Written Consent of Stockholders to be Annexed to Agreement for Con- solidation. We, the undersigned, stockholders of the [énsert corporate name] Company, owning two-thirds of all its stock, do hereby sign this consent, signifying our assent to the within and annexed agreement of consolidation of said corporation with the [insert corporate name] Company. Rarir0aps ; ConsoLiDATION. 879 Forms— No. 112. Ix Witness WHeEREor, we have subscribed our names to this consent and set opposite our respective signatures hereto the number of shares of stock owned by each of us in said Company. Dated, this day of , 189 ewer ree e reer eece wee were eer ee seee [Attach acknowledgment of persons signing the consent, and the affidavit of the custodian of the stock book as in form No. 23.| Tf the consent in writing of stockholders owning two-thirds of the stock is not obtained, such consent must be secured at a special meeting, and certificates to that effect must be annexed to the agreement in the following form: No. 112. Certificate of Adoption of Agreement for Consolidation of Railroad Corporation. (To be attached to agreement of consolidation in lieu of written consent, when the latter is not obtained.) I [insert secretary's name], secretary of [ensert corporate name of first-mentioned constituent company], a corporation duly organ- ized and existing under the laws of the State of New York, do hereby certify under the corporate seal of said company: That the annexed agreement bearing date the day of , 189 , for the consolidation of the said [insert name of first-mentioned constituent company] with [insert name of other constituent com- pany] under the name of [insert name of the new corporation] Company, as the corporate name of such new corporation, was sub- mitted to the stockholders of said [énsert name of first-mentioned constituent company], at a special meeting of such stockholders called and held at the office of [énsert place of meeting], number street, in the city [or village] of in the county of and State of New York, on the day of ‘ 189 , for the purpose of taking the same into consideration ; that due notice of the time and place of holding such meeting, and the object thereof, was given by the said [ysert name of jirst-men- tioned constituent company] to its stockholders by written ol 880 Ratiroaps; ConsoLipATIon. Forms — No. 112. printed notices addressed to each of the persons in whose name the capital stock of such corporation at the time of giving such notice, stood on the books thereof, and that such notice was delivered to such persons respectively, or sent to them by mail, postage pre- paid, when their post-office addresses were known to said corpora- ation, at least thirty days before the time of holding such mceting, and that a general notice of the time and place and object of such meeting was published at least once a week for four weeks succes- sively in [insert name of newspaper], being a newspaper published and printed in the city of [or town or county of } , in which said [insert corporate name] Company has its principal office or place of business. That at such meeting of said stockholders the aforesaid annexed agreement was considered and a vote taken by ballot for the adoption or rejection of the same, in pursuance of and in conformity with the provisions of the statutes in such case made and provided, and said ballots were cast in person or by proxy, and that upon said ballots, votes of the stockholders owning at least two-thirds of all the stock of said corporation were east for the adoption of said agreement for consolidation, there having been cast for such adoption the votes of [¢nsert number] shares, and that said [insert number] shares constitute more than two-thirds of all the stock of said corporation. That such agree ment for consolidation was thereupon declared duly adopted. In Witness Wuereor, I [insert secretary’s name], the said secre- tary of [insert name of first-mentioned constituent company], have hereunto certified the above facts upon the said agreement for con- solidation, and hereunto set my hand and affixed the corporate seal of said [insert name of first-mentioned constituent company), this day of , 189 oibhe Sisia a oS lea anes , Secretary, a ovalat'ele ate fe Sela Ba Wis Company. [ Corporate geal, oars Ratiroaps; Reuarive to Lease. 881 Forms — No. 118. Grate oF New York, aes County of ; On this day of , 189 , before me the under- signed, a notary public in and for said county, personally appeared [insert name of secretary], to me personally known to be the same person who signed the foregoing certificate as secretary of [ensert corporate name] Company, and known to me to be such secretary, who, being by me duly sworn, did depose and say, that he is the secretary of said [énsert corporate name] Company, and knows the corporate seal thereof, and that the seal affixed to the said certificate is such corporate seal, and was so affixed by order of the board of directors of said company, and that he signed his name thereto by the like order. In Witness Wuereor, I have hereunto set my hand the day and year above set forth. [Signature of Notary. ] [Prepare in the same form as above the certificate of the secretary of the other constituent company, and annex the same. ] Upon filing and recording the agreement of consolidation of railroad corpora- tions in the office of the Secretary of State the fees are as follows: Filing, twenty- five dollars; recording, fifteen cents per folio. In the county clerk’s office the fees are: Filing, six cents; recording, ten cents per folio. No organization tax is payable to the State Treasurer; see organization tax act and decisions thereunder, ante No. 118. Notice of Meeting of Stockholders of Railroad Corporation to Consider Lease of Road. See the Railroad Law, § 78, ante. To the Stockholders of the [énsert corporate name]: Notice is hereby given that a meeting of the stockholders of the [insert corporate name] Company will be held at , in the city [or village] of , in the county of , and that the object of such meeting is to consider a lease of the railroad owned [or operated] by said company to the [insert corporate name] Company for the term of years. Dated, , 189 5G Lge eae , Secretary. 882 Rariroaps; Rexative to Less. Forms — Nos. 114, 115. No. 114. Certificate of the Adoption of a Lease of a Railroad. See the Railroad Law, § 78, ante. I, [ensert name], secretary of the [¢nsert corporate name] Com- pany, do hereby certify, as follows, to wit : That a meeting of the stockholders of the [insert corporate name] Company, one of the parties to the foregoing contract or lease, was duly held at the office of the company, No. street, in the city of , on the day of : 189 , at o’clock in the noon, for the purpose of approving of said contract or lease. That notice of the time, place and object of said meeting was duly served, at least thirty days previously, upon each stockholder of the said [¢nsert corporate name], personally or mailed to him at his post-office address; and such notice was also published at least once a week for four weeks successively in the , 8 newspaper printed in the city of , where the said [insert corporate name] Company has its principal office. That at the said meeting, by a vote of the stockholders owning more than two-thirds of the entire capital stock of the said [isert corporate name] Company, duly voting in person or by proxy, the foregoing contract or lease was duly approved. In Wirness Wuereor, I have hereunto set my hand as such secretary, and affixed hereto the corporate seal of the said [insert corporate name] Company, this day of , 189 [Signature.] Secretary. [ Corporate seal, No. 115. Record of Proceedings of Meeting of the Stockholders of a Railroad Corporation for the Adoption of a Lease, to be Entered in the Book of Minutes. See the Railroad Law, § 78, ante. gp Na Yay , 189 A special mésting of the sfoskhaldens of the [insert corporate name] Company was held this day at o'clock, M., pur- Srreet Raitroaps; Consent to Construct. 883 Forms — No.'116. °° suant to due notice, served at least thirty days previously upon each stockholder personally, or mailed to him at his post-office address and also published at least once a week for four weeks successively in [insert name of paper], a newspaper printed in the city of , where such corporation has its principal office, of which notice the following is a true copy, to wit: [Insert copy of notice as gwen in form No. 113.) Stockholders owning at least two-thirds of the stock of the cor- poration appeared in person or by proxy, and organized by choos- ing from their number , as chairman, and a8 secretary. A certain contract or lease [describing it] was read by the secre- tary of the meeting. The following resolution was then offered : “Resolved, That a certain contract or lease [describing at] be and the same is hereby in all respects approved.” Upon a vote of those present in person or by proxy upon such resolution, stockholders owning shares of stock, being at least two-thirds of the stock of the company, voted in favor of the adoption of such resolution, and stockholders owning shares of stock voted against its adoption [or, and no stockholder voted against its adoption, as the case may be]. Such resolution was thereupon declared duly adopted, and said contract or lease approved, and the meeting then adjourned. sei peeeeeece els Secretary. No. 116. Consent of Property Owner to Construction of Street Surface Railroad. See the Railroad Law, § 91. ante. I, the undersigned, owner of property in the city [or village] of , fronting on the portion of street, situated between and streets, do hereby consent to the con- struction and operation of a street surface railroad by the [¢nseré corporate name] Company through and along said street, in said city [or village], and to the construction by said company 884 Srreet Rartroaps; Consent to Construct. Forms — Nos. 117, 118. of such switches, sidings and turnouts as may be necessary for the convenient working of such road, and that said company may operate said road by means and power of electricity, and may erect poles and string wires on said street for that purpose. Dated, , 189 [Signature of property owner.) [Attach acknowledgment. ] No. 117. Consent to Use of Electricity by Existing Street Surface Railroad. See the Railroad Law, § 91, ante. I, the undersigned, owner of property in the city [or village] of , fronting on the portion of street, situated between and streets, along which portion of said street the [insert corporate name] now operates by animal power a street surface railroad, do hereby consent that said com- pany may operate said railroad by the means or power of electricity, and may erect poles and string wires for that purpose. Dated, , 189 [Signature of property owner.] [Attach acknowledgment.]} No. 118. Notice of Application to Local Authorities for Consent to Construct and Operate a Street Surface Railroad. See the Railroad Law, § 92, ante. Public notice is hereby given, pursuant to the directions con- tained in a resolution duly adopted on the day of 189 , by the common council [or board of trustees] of , and approved by the mayor [or as the case may be] on the , 189 , that an application in writing has been made to the common council of said city of [or board of trustees, etc.], by the [insert corporate name] Company for per- mission to construct, maintain, use and operate a street surface railroad for public use in, through, upon and along the surfate of streets, avenues and highways, as follows: [Znsert same.] Street Ramroaps; Consent ro Construct, 885 Forms — No. 119, Notice is, therefore, hereby given that the common council of the city of lor board of trustees, etc.] will corvene at ; in said city [or village] on the day of , 189 , at o'clock = M. of that day, at which time and place the aforesaid application will first be considered by the said common council [or board of trustees], and all persons who desire may be heard relative thereto. Dated, . 189 Bees erear cesar City Clerk, etc. No. 119. Application to Local Authorities for Consent to Construct and Operate a Street Surface Railroad. See the Railroad Law, § 92, ante. To the Honorable the Common Council of the City of [or the Board of Trustees of the Village of }2 The petition of the [¢nsert corporate name] Company respect- fully shows: That your petitioner is a street surface railroad corporation, duly organized and incorporated under and in pursuance of an act of the Legislature of the State of New York, entitled the Railroad Law [or as the case may be]. That the said corporation proposes to build, construct, maintain and operate a street surface railroad for public use in the convey- ance of persons and property in cars for compensation in the city [or village] of , in the county of , upon and along the surface of the follow!ng streets, avenues and highways in the city [or village] of , to-wit: Beginning at, etc. [describing route]. That the railroad proposed to be built, constructed, maintained and operated by your petitioner, as hereinbefore set forth, is intended to be operated by any motive power, other than locomo- tive steam power, which now or at any time hereafter may law- fully be used and employed on its route. 886 Srreet Raroaps; Consent To Construct. Forms— No. 120. Your petitioner further shows that, pursuant to the laws of this State, it is necessary for it to obtain the consent of the common council of the city [or the board of trustees of the village] of to enable it to construct, maintain and operate the railroad afore said, and accordingly your petitioner now applies to your honorable body for such consent. Wherefore, your petitioner prays and makes application to the common council of the city of Lor as the case may be] for its consent and permission to be granted to your petitioner, its successor, successors, lessees and assigns, to construct, maintain and operate a street surface railroad for public use, through, upon and along the avenues, streets and highways above set forth and described, together with all necessary connections, switches, sidings, turnouts, turn-tables, cross-overs and suitable stands for the convenient working of said railroad, and for the accommoda- tion of the company’s cars which may be run over said railroad hy your petitioner, its successors, lessees or assigns; and also that con- sent and permission be granted to your petitioner, its successors, lessees or assigns to the erection upon said streets, avenues and highways of the necessary poles and the stringing of wires, so that the cars of said company may be moved by the means or power of electricity. Dated, , 189 THE ant peuagiead aes COMPANY, BY? Silica , President. [Attach proof of execution. ]} No. 120. Consent by Local Authorities to the Construction and Operation of Street Surface Railroad. Bee the Railroad Law, § 92, ante. Whereas, the [insert corporate name] Company, a street surface wiilpnad) aaAwkaAwadian, Tas wane ttc Loon natetan 2. watelod da Srrzet Rartroaps; Consent to Consrrucr. 887 Forms — No. 120. for consent to construct, maintain and operate a railroad [or exten- sions, or branches thereof, as the dase may be], upon the surface of, through and along certain streets and avenues [roads or highways] of the said city [or village], as follows, to wit: [Jnsert the same], and for consent to construct such switches, sidings, turnouts and turn-tables and suitable stands as may be necessary for the con- venient working of such railroad. And, whereas, the said common council [or board of trustees], before acting upon such application, gave public notice thereof, and of the time and place when such application would first be con- sidered, which notice was published daily in said city, pursuant to law, for at least fourteen days in the and the , two daily newspapers in said city [or, as the case may be, showing a compliance with § 92 of the Railroad Law}. And, whereas, at the time and place named in said notice the said application was duly considered and the said railroad company and the persons appearing at said time and place were heard in relation to said application. And, whereas, said common council [or board of trustees, etc.], has determined that consent shall be given to the construction, maintenance and operation of said railroad [or extensions, or branches], and of such switches, sidings, turnouts and turn-tables and suitable stands, as may be necessary for the convenient working of said railroad; therefore, be it Resolved, That said consent be and the same hereby is given, pursuant to law, to the said [¢nsert corporate name] to construct, maintain and operate a railroad [or extensions, or branches] upon the surface of, through and along the following streets and avenues [or roads, or highways] of said city [or village], to wit: [Jnsert the route], and consent is also hereby given to said company to con- struct upon said streets and avenues such switches, turnouts and turn-tables and suitable stands as may be necessary for the con- venient working of said railroad; further Resolved, That the foregoing consent is given upon the following expressed condition [or conditions}, to wit: That the provisions of article four of the Railroad Law pertinent thereto shall be comvlied with. $38 DissoLuTion oF CoRPORATION. Forms — No. 121. That this consent shall be filed in the office of the clerk of the county of [insert name 01 county in which the railroad is located), That [Jf the case is within the provisions of section 93 of the Rail road Law, insert the conditions therein reauired, or any other conditions determined upon]. No. 121. Petition for Dissolution of a Corporation. See Dissolution and Receivers, ante. To the Supreme Court of the State of New York: The petition of and respectfully shows to this court : That they are a majority of the directors [or trustees, as the case may be], having the management of the concerns of the [insert corporate name] Company, a corporation created under the laws of the State of New York, to wit: Under [state the law]. That your petitioners have discovered that the stock, effects and other property of said corporation are not sufficient to pay all just demands for which it is liable, or to afford a reasonable security to those who may deal with it [or, if for other reasons, state them]; and they deem it beneficial to the interests of the stockholders that the said corporation should be dissolved. That the principal office of the said corporation is located in [state location]. That your petitioners have annexed to this petition a schedule, marked “Schedule A,” containing a statement of the matters required by section 2421 of the Code of Civil Procedure, as far as -your petitioners know, or have the means of knowing the same. Wherefore your petitioners pray for a final order of this cout dissolving the said corporation and appointing a receiver of its property and effects, and for such other and further relief as may be proper. Dated, , 189 [Signatures of Petitioners.] DissoLution or CoRrPoRATIon. 889 Forms — No. 121. ScHEDULE To BE ANNEXED To Petition. ScHEpuLse A. First. A full and true account of all the creditors of the corpora- tion and of all unsatisfied engagements entered into by, and subsist- ing against, the corporation. Second, A statement of the name and place of residence of each creditor, and of each person with whom such engagement was made, and to whom it is to be performed, if known; or, if either is not known a statement of that fact. Third. A statement of the sum owing to each creditor or other person specified in the last subdivision, and the nature of each debt, demand or other engagement. Fourth. A statement of the true cause and consideration of the indebtedness to each creditor. Fifth. A full, just and true inventory of all the property of the corporation, and of all the books, vouchers and securities relating thereto. Sixth. A statement of each incumbrance upon the property of the corporation by judgment, mortgage, pledge or otherwise. Seventh. A full, just and true account of the capital stock of the corporation, specifying the name of each stockholder, his residence, if it is known; or if it is not known, stating that fact; the number of shares belonging to him, the amount paid in upon his share, and the amount still due thereon. State or New York, t se County of [Lnsert names of petitioners], being severally duly sworn, each for himself, says that the matters of fact stated in the foregoing petition subscribed by him, and the schedule thereto annexed and therein referred to, marked “Schedule A,” are just and true, so far as he knows or has the means of knowing the same. [Stgnature of Petitioners.] Sworn to before me this day of ,18 ~~ [Signature of Notary.] 890 DissoLutTion oF CoRrPoRATION. Forms — No. 122. No. 122. Order to Show Cause. At a Special Term of the Supreme Court, held at »in the city [or village] of » on 189°. Present: Hon. D. C. H., Justice. In THE MatTTEer OF THE APPLICATION FOR A VOLUNTARY DissoLu-) . TION OF THE [insert corporate name] Com- PANY. On reading and filing the petition of and . as directors [or trustees as the case may be] of [insert corporate name] Company, a corporation created under the laws of this State, having its principal office located at [insert location], this State, and the schedule thereto annexed, duly verified by the petitioners on the day of , 189 , and on motion of of counsel for the petitioners, Ordered, That all persons interested in said corporation show cause, before this court, before , Esq., who is hereby appointed referee for that purpose, at his office, No. street, in the city [or village] of , N. Y., on the day of , 189, at o’clock, in the fore- [or after] noon of the day, why the said corporation should not be dissolved. And it is further ordered, that a copy of this order be published at least once in each week of the three weeks immediately preced- ing the said day of , 189 , in the [¢nsert name of newspaper] and the [insert name of newspaper], newspapers published in the city [or village] of , in the county of » wherein this order is entered. Justice of Supreme Court. DissoLutTion oF CoRPoRATION. 891 Forms — No. 123. No. 128. Notice of Appointment of Receiver. SUPREME COURT, ............ COUNTY. In THE MATTER OF THE APPLICATION FOR A VOLUNTARY DrssoLvu- TION OF THE [insert corporate name] Com- PANY. » Notice is hereby given that I have been appointed by the Supreme Court of the State of New York receiver of all the prop- erty assets and effects of the above-named corporation, for the benefit of the creditors of said company and of the stockholders thereof, and that I have duly qualified as such receiver, and I do require : First. All the persons indebted to said corporation to render an account to me, at my office, No. , in the city [or village], of , in the county of and State of New York, on or before the day of , 189 , of all debts and sums of money owing by them respectively, and to pay the same to me. Second. All persons having in their possession any property or effects of such corporation to deliver the same to me on or before the said day of , 189 Third. All the creditors of said corporation to deliver to me their respective accounts and demands, duly proven by affidavit in the usual form, on or before the said day of , 189 Fourth. Any person holding any open or subsisting contract of said corporation to present the same in writing and in detail to me at the place aforesaid, on or before the said day of 189 . Dated, , 189 Meee eomn eewe pent , Receiver. 892 Report to State Comprro.uer. Forms — No. 124. No. 124. Report Required by State Comptroller Under Chapter 542, Laws of 1889. [Blanks for this report can be obtained by addressing the Comptrolle.] Report of the Company for the year ending the thirty-first day of October, A. D. 189 , made pursuant to provisions of section 182 of chapter 908, Laws of 1896. [Give post-office address of company, street and number. ] 189 To the Comptroller of the State of New York: Agreeably to law, as treasurer of the above company, I make the following report, viz.: 1. This company began business in the State of New York in the month of ,189 «.. 2. The last report made by this company to the Comptroller of the State of New York under the provisions of the above act was made for the year ending November 1, 189 3. Value of real estate and of interest or interests in real property in New York State and where BIE ALEU aie c ee ciea “apie bene ied od $ Organized under the laws of the State of Date of organization of the company, Total authorized capital of company........... Whole number of shares of stock authorized. Number of shares of stock issued, . Par value of each share........ 2... ..00 e000, Sean see 10. Amount paid into the treasury of the company on each share 11. Amount of capital paid in...... 0.2.0... 0c cece cece eee aise 12. Amount of capital upon which dividends were declared 13. Date of each dividend declared, 14. Amount of each dividend declared............. 15. Rate per cent per annum of dividends OO IHD ow Report to State CoMPTROLLER. 893 Forms — No. 124. 6. The business transacted by this company in the State of New York for the year ending November 1,189 , was as fol- lows, viz.: [Giving nature of business and how carried on.] 4, And such business was carried on at the following named place or places. [Give street and number] (8. Capital stock employed in New York State, $ [Preceding line need not be filled out by companies whose capital is all employed in this State.] 19. If not in New York State, where and how employed ? 20. Highest price of sales of stock during the year aforesaid 91. Lowest price of sales of stock during the year aforesaid. Treasurer. Stare or New York, Bore County of ‘ On this day of , A. D. 189, personally appeared before me, a notary public in and for the county of i , treasurer of the above-named com- pany, who, being duly sworn according to law, did depose and say, that the foregoing report is just, true and correct, according as the accounts stand in the books of the company, and that it includes all dividends, whether cash, stock, scrip or of any other character or description, declared by said company during the year ending on the thirty-firet day of October, A. D. 189 Sworn to and subscribed before me, the day and year aforesaid. eocerersesror reese [L. 8.] Notary Public. 894 Reports to Strate: CoMPTROLLER. Forms — No, 1244. No. 1243. Report and Appraisement for Year in which no Dividend or a Dividend of Less than Six Per Cent has Been Declared, as Shown by Report under Form No. 124. Report and appraisement of the Company, for the year ending the thirty-first day of October, 189 . Strate or New York, t Rat County of 5 On this day of A.D. 189, before me, the subscriber, a notary public in and for the county of , per- sonally appeared treasurer, and secretary of the above-named company, who being by me severally duly sworn, did say that the amount of capital paid in of said company is $ and that said company declared no dividend in cash, stock, scrip, or of any other character or description during the year ending the thirty-first day of October, 189 , save the dividends herein reported, and that they will with fidelity, according to the best of their knowledge and belief, estimate and appraise the capital stock of said company at its actual value in cash, not less, however, than the average price which said stock sold for during said year. Pew enerseeceereeny Treasurer. Secretary. Sworn to and subscribed before me, the day and year aforesaid. [Signature of Notary.] ONPION OF THE ..ceuxciadns Company, ee erensuaata ays yore ae , 189 We, the undersigned, being the treasurer and secretary of the above-named company, do certify that, in pursuance of our afore- said oaths, we have estimated and appraised the capital stock of said company, at its actual value in cash as follows, viz.: shares at dollars and cents per sharé, amounting in the whole to dollars. Reports to Stare Comprrouier. 895 Forms — No, 125. In Witness WHEREOF, we have hereunto set our hands the day and year aforesaid. CC ) Secretary. This report should be filed in the State Comptroller’s office on or before November fifteen, annually. The tax based on the report is due January fifteen. Accounts for the same will be sent from the Comptroller’s office about January first. [Both forms 124 and 125 are to be used in all cases where no dividend has been declared, and where the dividends declared do not amount to six per cent on the whole capital stock. Where the dividends are equal to or greater than six per cent, the first form, when properly filled, will be a sufficient report.] Whenever no dividend is made or declared, and the stock is appraised at a lower value than the previous year, or no value at all, an explana- tion of the fact should be made in the report. Railroad companies using this blank for report should always be care- ful to answer Question 22. Companies whose dividends are six per cent or over need not answer Questions 20 and 21. Penalties provided by section 194 of chapter 908, Laws of 1896, will be enforced. No. 125. Report by Foreign Corporations and for Supplemental Report of Domestic Corporations. To the Comptroller of the State of New York: DS. o ig ee twaeete sees Of HHO. ieee see eee Company, ooo weer oe meee eee ee ee ee ee I make the following report of such Company for the year end- ing October 31, 189 , pursuant to the provisions of chapter 908, Laws of 1896: 1. This company began business in the State of New York in the month of .......--..+6- 18. 2. The last report made by this company to the Comptroller of the State of New York under the provisions of the above act was made for the year ending October 31, 18 3. Value of real estate and of interest or interests in real property in New York State, and where situated... .....---+-e0s pawewee Gecwustuees 896 Reports to State ComMptTro.zEr. Forms — No. 125. 138. 14, 15. 16. 17. 18. 19. 20. 21, 22, 23. Organized under the laws of the State of ee Date of organization of the company, Total authorized capital of the company..... ...-e.eeee Whole number of shares of stock authorized. Number of shares of stock issued, Par value of each share... ..... ccc e eee tee eee eee Amount paid into the treasury of the company On each: Share. c-siasacieaswcstawararke ak dedys Amount of capital paid in... .. ce eee cee eee eee Amount of capital on which dividends were declared: ss .2cesesteeettascasne dweaee Leena as Date of each dividend declared, . Amount of each dividend declared......... 0 cee ee eeaes Rate per cent per annum of dividends...... .......4.. The business transacted by this company in the State of New York for the year ending October 31,18 , was as follows: [giving nature of business and how carried on.] And such business was carried on at the following named place or places. [Give street and number. | Nature of business transacted and amount invested outside New York State, at.............. eo Bewsiwwiwes Reniarks,. 25. 24454b bee Ad. bie bes Bawa ee Beans The total amount of sales made in, through all offices, and by our agents or officers in the State of New York, for the year ending October 31,189 , was the sum of....... By ecole ans) The actual or approximate value of the average amount of stock in trade, carried by this company in the State of New York, during the year ending October 31, 189 , was the BUM IOL sh ee armueurtai owes we eee swe hee eee: And such stock was located [give street and number |. The value of stock in trade manufactured in the State of New York by this company for the year ending October 31, 189 , was the MUNG, is pu ccdeemarenawar tae cusces eiinieeetae The value (approximate) of personal property, ~ other than stock in trade, used by this com- Rerorts to Stare Comprro.ier. ; 897 Forms — No. 125. pany in the State of New York during the year ending October 31, 189 , was the GU OL, oy caw ke Nenu desea eeaesen GReucwiaee 24. Average of monthly bank balances carried in the State of New York for year ending OMObeR RIS TED: coeds hie ew eeew el) etapa pean 25. Total amount of rentals paid in New York State for year ending October 31,189 ... .......... 26. Average amount of stocks, bonds, loans on call, or other financial securities held in the State of New York, by the company against other corporations, joint-stock companies, associations or individuals, during the year ending: October 01,189 sscegvssescuag Gavanaceun 27. And held by [give name of individual asso- ciation, corporation or company holding same]. At [giving place, street and number where same are held]. 28. Total salaries paid to persons employed by this company in the State of New York for the year ending October 31,189 .......... cee ceecees errr tree eee, ; Treasurer. State or . } 34 County of On this day of A. D. 189 __, personally appeared before me, a notary public in and for the county of treasurer of the above-named com- pany, who, being duly sworn according to law, did depose and say, that the foregoing report is just and true, and the answers therein set forth are correct according as the accounts stand in the books of the company, and to the best knowledge, information and belief of deponent, and that it includes all dividends, whether in cash, stock, scrip or of any other character or description, declared by said company during the year ending on the thirty-first day of October, A. D, 189 Treasurer. 57 898 Rerorts to State ComMprRoLier. Forms — No. 126. Sworn to and subscribed before me, the day and year aforesaid. [th 86 Au ieee ia ewe ures Notary Public. The answer to Question 3 should be the net interest. If the company has more than one kind of stock it should be stated in the report. No. 126. Statement and Affidavit of Corporation Claiming Exemption from Direct State Taxation. See State Tax Law. [Blanks for this proof can be obtained by addressing the Comptroller.] Statement and affidavit of of company claiming exemption from making reports, and the payment of tax, as levied and assessed under chapter 908, Laws of New York, 1896. 1. Full name of the corporation, joint-stock company or association. 2. Name and title of officer making this statement. 3. Under what law of what State or country was the corpora- tion, joint-stock company or association, incorporated, organized or formed, and date of organization? 4. For what purpose? 5. Nature of business now transacted? 6. Ifa mining company state where the mines are located? 7. If an agricultural company, state where the company’s plant is situated? : 8. If a manufacturing company, state where the factory is located? 9. Does the company maintain, own and operate the mine, plant or factory? 10. Does the company actually manufacture within the State of New York, all the goods, wares or merchandise sold or used by the company in its business in this State? 11. Does the company lease to other parties the right of manu- facture of goods sold by it? Reports to Stare Comprroiuer. 899 Forms — No, 127. 12. Does the company cause any of its products to be manu- factured by any other person, partnership, association or corpora- tion within or without this State, that it uses or sells in this State? 18. Location of main business office of the company? Remarks: [Signature. ] Srate or New York, { ; 88. County of : [Insert name], President [or Treasurer], of the [insert cor- porate name| Company, being duly sworn, deposes and says, that the answers to the above questions as set down by him and remarks, are true and correct. [Signature. ] Sworn to and subscribed before me, ; this day of , 189 . [Signature of Notary.] No. 127. Franchise Tax on Express, Baggage Express, Transfer, Steamboat, Canal, Pipe Line, Ferry, Palace or Sleeping Car, Transportation or Naviga- tion Company. Report of the gross earnings in the State of New York of the company, for the year ending June 30,189 , made in accordance with the requirements of chapter 908, Laws of 1896, section 184. OFFICE OF THE .......s.-005 Company, [Give P. O. address with No. and street. ] 1. Gross earnings derived from all sources during the above period... ...ssseeceeecerers Ges nes aes - 2. For tolls and transportation.........0eeeee+ eeeeeee a For telegraph and telephone business........ 0 .ssseeeeee 4, For express business. . ......ceee eee e cess teen ee eeee Taxable gross receipts. . .....-.ee eee cece eee This report includes the gross earnings received from lines of road leased by ...... cece cece cee ereeeeeeee Company, and for which said Company is liable to the State for the tax on gross earnings. 5. Names of Companies leased: s 900 Rerorts to State CoMprTrrouueER. Forms — No, 128. Strate or New Yorx, a 4 County of : On this day of A. D. 189, personally appeared before me, a notary public in and for the county of , treasurer of the company, who being duly exon according to ew; did depose and say that the foregoing report is true and correct. Treasurer. Sworn to and subscribed before me, the day and year aforesaid. [ES ## eevericoemmeae Notary Public. No. 128. Franchise Tax on Elevated Railroads or Surface Railroads not Operated by Steam. Report of the gross earnings in the State of New York of the Company, for the year ending June 30,189 , made in accordance with the requirements of chapter 908, Laws of 1896, section 185. OFFICE OF THE ............. Company [Give P. O. address with No. and street.] ica Da ater aa ee Rear , 189 . 1. Organized under the laws of the State of 2. Date of organization of the company 3. Total authorized capital of company........ Se vieees seid 4. Whole number of shares of stock authorized, 5. Number of shares of stock issued 6. Bar yalug-of each, share.cisccsvecakdgeses ageelaeeas . 7. Amount paid into the treasury of the company Ol Cac WSnahe 4.5 csuuccviguawiakwaseir Ga seaes . o. iiount Of capital Paid hsadaesaiaseselud p7ecbease ‘ 9. Amount of capital upon which dividends were declared. . . 10. Date of each dividend declared, 11. Amount of each dividend declared 12. Rate per cent per annum of dividends, 13. Gross earnings derived from all sources during the above period Reports to Starz Comprro.ier. 901 Forms — No. 129. This report includes the gross earnings received from lines of Toad 16aséd | DY sercsere cussentarsanns, dxcae anton » treasurer of the above- named company, who, being duly sworn according to law, did depose and say, that the foregoing report is just, true and correct according as the accounts stand in the books of the company, and that it includes all dividends whether cash, stock, scrip, or of any other character or description, declared by said company during the year ending on the first day of November, A. D. 189 Treasurer. Sworn to and subscribed before me, } the day and year aforesaid Lice ## hearcwcairnemanes Notary Public. Awnnvat Report or Jormt-Stock Association. 903 Forms — No. 130. For form of Notice of Waiver referred to under section 38 of the Gen- eral Corporation Law as form No. 130, see form No. 132. No. 130. Annual Certificate of Joint Stock Association. See the Joint Stock Associatoin Law, § 4, ante. We, the undersigned, the president and treasurer of the [insert name of association], a joint stock association, do hereby, pursuant to section 4 of the Joint Stock Association Law, certify as follows: That the name of such association is the [state name]. That the date of organization of such association is [insert date]. That the number of its stockholders is [insert number]. That the names and places of residence of its officers are as follows: President and director, A. B. [insert residence]. Treasurer and director, OC. D. i " Secretary and director, E. F. “ Director, G. H. < id “ Ji: K. “ “ “ TL: M. : “ © {9 N. O. “ cc That the principal place of business of such association is at No. street, in the city [or village] of , State of New York. Dated Albany, N. Y., , 189 . [Signature of President. ] Stare or New York, } sk [Signature of Treasurer. ] County of ; es A. B. and C. D., being each for himself severally sworn, says, the said A. B., that he is the president of the [insert name of asso- ciation], and the said C. D., that he is the treasurer of said com- pany, and that the statements contained in the foregoing certificate are true. [Signature of President. ] Sworn to before me this [Signature of Treasurer. ] day of , 189 [Signature of Notary. ] Upon filing and recording the above certificate annually in the office of the Secretary of State, the fee to be paid is fifteen cents per folio for recording. At the office of the county clerk the fees are: Filing, six cents; recording, ten cents per folio. 904 Lonration or Powers; Watver or Notice or Mzerina. Forms — Nos. 181, 132. No. 1381. Example of Regulation and Limitation of Powers. See the General Corporation Law, § 10, and the Business Cor- porations Law, § 2. Provisions for the regulation of the business and the conduct of the affairs of the corporation, including limitations upon its powers and upon the powers of its directors and stockholders, to wit: (a.) Business shall be closed, books balanced and inventory taken on the day of , in each year hereafter, to ascertain the condition thereof; and dividends shall be paid annually on the stock so long as the business shall show a profit. (b.) No surplus exceeding ‘per cent of the whole amount of capital stock can be accumulated and kept for any purpose. (c.) The president of this corporation shall receive no salary [Lor as the case may be]. (d.) For the first year the salaries of the other officers shall be as follows: Secretary, $ _ 3 treasurer, $ superintendent, $ ‘ (e.) After the first year, the salaries of said officers shall be determined by the board of directors; except that the aggregate amount of annual salaries of officers shall not exceed the sum of $ 3 (f.) Any or all the provisions marked respectively (a), (b), (¢), (d) and (e) of subdivision § may be enlarged, changed or modi- fied at any time by the board of directors, with the consent of stockholders representing per cent of the entire authorized [or outstanding] capital stock of said corporation. No. 132. Stockholder’s Waiver of Notice of a Meeting. See the General Corporation Law, § 38. We, the undersigned, being all the stockholders of the .......- eels Seay ek Company, together owning the entire capital stock of said company, to wit, [insert number] shares, do hereby authorize the directors of said company to hold a special meeting of the stockholders of said company on the day of ) 189 , at o’clock in the noon, at the office of said Watver or Notioz or Meetina; Stock Prererence. 905 Forms — Nos. 138, 134. company, No. street, in the of 7 for the purpose of voting upon a proposition to [state purpose], and we do and each of the subscribers hereby does expressly waive the giving of notice of such meeting required by law, and waive any and all other statutory prerequisites to such meeting. In Wirvess Wuereor, we have hereunto set our hands and the number of shares of stock in said company severally owned by us. Dated , 189 . No. 133. Reference to Waiver of Notice to be Inserted in Certificate of Proceedings. See the General Corporation Law, § 38. That the directors of said corporation have called a meeting of the stockholders thereof at this time, without giving the notice to said stockholders and without the lapse of time prescribed by law, the said action of said directors having been authorized and approved, and said statutory requirements having been waived in writing by every stockholder of said corporation, pursuant to sec- tion 38 of the General Corporation Law; said waiver having been produced at said meeting and the following being a true copy thereof [or state, “and a true copy thereof is hereto annexed’ ]: No. 154. Example of Stock Preference. See the Stock Corporation Law, § 47. The preferred stock is entitled to preference and priority over the common stock in manner following, to wit: To receive cumu- lative dividends at the rate of per cent per annum payable on the day of , in each year, before any dividend on the common stock shall be paid, and, upon dissolution, after all of the debts of the corporation shall have been paid, the assets, property and effects shall first be applied to the payment of the said preferred stock at par, with any unpaid accumulations thereon, and before any payment is made to the holders of the common, and the balance to the payment of the said common stock. The common stock shall be entitled to all net earnings and profits in excess of the cumulative dividends of per cent per annum payable on the preferred stock. 906 Exampte or Stock PREFERENCE. Forms — Nos. 185, 136. No. 135. Example of Stock Preference. See the Stock Corporation Law, § 47. The preferred stock shall entitle the holder to receive a cumula- tive dividend in each year at the rate of per cent, payable semi-annually out of the net earnings of the company before any dividend shall be declared or paid on the common stock and, on dissolution, shall be entitled to a preference and a priority of pay- ment over the common stock in any distribution of the property of said corporation. No. 136. Example of Stock Preference. See the Stock Corporation Law, § 47. The amount of the capital stock is $ , divided into shares of the par value of $ each, and all shares of this original issue shall be of one uniform kind and subject to the same terms, limitations and provisions. The corporation may at any time hereafter have both preferred and common stock, provided, however, that in such case the capital shall be increased, and provided further, that the division of the capital stock when increased into two classes, preferred and com- mon, shall have been authorized, by the written consent or by a vote, of stockholders owning and representing at least a majority of the stock of the corporation taken at a meeting of stockholders specially called for that purpose. In such case and at the same time the stockholders shall deter- mine whether the new issue or the original issue shall be made the preferred stock. The dividends on the preferred stock shall be limited to per cent per annum, and such dividends are to be cumulative, so that if for any periods the same cannot be safely paid or may not be paid the right thereto shall accumulate as against the common stock, and all arrears thereof so accumulated must be paid before dividends can be commenced or resumed on the common stock. Exampxe or Stock PREFerEnce. 907 Forms — Nos, 137, 188. No. 187. Example of Stock Preference. See the Stock Corporation Law, § 47. The preferred stock shall receive in each year out of the earn- ings of the corporation declared as dividends by the board of direc- tors, non-cumulative dividends up to per centum of the outstanding preferred stock, before any dividends are paid in such year upon the common stock and, in addition, an amount equal to per centum of all earnings declared as dividends in such year upon the common stock. The common stock shall be entitled to all the earnings of the corporation declared as dividends, except as above provided with respect to dividends upon the preferred stock. Upon the dissolution of the corporation and distribution of its assets, the preferred stock shall be paid in full at par before any amount shall be paid on account of the common stock, and the common stock shall be entitled to receive all assets remaining after such payment of the preferred stock. No. 138. Example of Stock Preference. See the Stock Corporation Law, § 47. The amount of capital stock is to be [insert amount] dollars, of which [state amount] dollars is to be preferred stock, and [state amount] dollars, common stock. The said [insert amount ] dollars of preferred stock shall be entitled to receive dividends at the rate of per cent per annum, payable semi-annually on the first days of and in each year, out of the earnings of said company in preference to any dividends upon the common stock, and said dividends shall be cumulative so that any deficiency in the dividends to be paid on said preferred stock in any year shall be made good out of the earnings of subsequent years before any dividends shall be paid upon the common stock. Such preferred stock shall not, however, be entitled to participate in any other or additional earnings or profits, but shall be entitled to be repaid in full upon any distribution of the assets of said corporation in the event of insolvency or dissolution, before any distribution of capital shall be made to the common stock; and the amount of said pre- 908 Exampie or Stook PREFERENCE. Forms — No. 139. ferred stock shall not be changed or altered by any reduction in capital of said corporation without the consent in writing of the holders of a majority thereof. The control and management of the said corporation is to be in the hands of the holders of the common stock so long as the business of the company is able to pay from its earnings, or reserve, dividends of per cent per annum on all the preferred stock, the holders of such preferred shares to have no voting power so long as said dividends on all the preferred shares are so paid. In case, however, said dividends on said preferred shares shall not be earned and paid for a period of years, then and in such case the preferred stock of said corporation shall, upon the expiration of said years, but in no event earlier than [insert time], have the same voting power as the common shares, to wit, one vote for each share of stock. No. 139. Example of First and Second Stock Preferences, See the Stock Corporation Law, § 47. The amount of the capital stock of such corporation shall be dollars, divided into shares. Said capital stock shall consist of shares of non-cumulative four per cent First Preferred Stock, of the par value of one hundred dollars each; shares of non-cumulative four per cent Second Preferred Stock, of the par value of one hundred dollars each, and shares of Common Stock, of the par value of one hundred dollars each. Tue First Prererrep Stock shall be entitled to non-cumulative dividends, at the rate of, but not exceeding, per cent per annum, in each and every fiscal year beginning after the day of , 18, in preference and priority to any payment, in or for such fiscal year, of any dividend on other stock; but only from undivided net profits of the company when and as determined by the board of directors, and only if and when the board shall declare dividends therefrom. If, after providing for the payment of full dividends for any fiscal year on the First Preferred Stock, there shall remain any surplus undivided net profits, the board out of such surplus may declare and pay dividends for such year upon the Second Preferred Stock. THE Seconp Prererrep Stock shall be entitled to non-cumula- tive dividends, at the rate of, but not exceeding, per cent Examp_e or Stock PREFERENCE. 909 Forms— No. 140. per annum, in each and every fiscal year beginning after the day of , 18, in preference and priority to any payment, in or for such fiscal year, of any dividend on the Common Stock; but only from undivided net profits of the company remaining after providing for the payment of the full dividends for such fiscal year on the First Preferred Stock, when and as such undivided net profits shall have been determined by the board of directors, and only if'and when the board shall declare dividends therefrom. Tue Common Srocx shall be subject to the prior rights of holders of all classes of Preferred Stock at any time outstanding, according to the preferences thereof. If, from the business of any particular fiscal year, excluding undivided net profits remaining from previous years, after pro- viding out of the net profits of such particular fiscal year for the payment of the full dividends for such fiscal year on the First and Second Preferred Stock, there shall remain surplus net profits, the board of directors may declare, and out of such surplus net profits of such year may pay, dividends upon any other stock of the com- pany. But no dividends shall in any year be paid upon any such other stock out of net profits of any previous fiscal year in which the full dividends shall not have been paid on the First and Second Preferred Stock. The new corporation shall have the right to redeem at any time either or both classes of its Preferred Stock at par in cash, if such redemption shall then be allowed by law. All classes of stock of the new company (except such number of shares as may be disposed of to qualify directors), are to be vested in voting trustees in the manner and for the period of time and subject to the terms and conditions set forth in the plan of readjustment and reorganization hereinafter mentioned. r No. 140. Example of Stock Preference, with Privilege of Increasing Preferred Stock. See the Stock Corporation Law, § 47. The amount of authorized capital stock of such corporation shall be dollars, divided into shares of the par value of dollars each. Of the shares authorized, shares shall be Preferred Stock, all to be now issued, 910 Example oF Stock PREFERENCE. Forms — No, 140. with the privilege to be increased as hereinafter provided, and shares shall be Common Stock. The terms, conditions, limitations and provisions upon which said preferred stock is issued are these: (1.) The holders thereof shall be entitled to receive out of the net profits a fixed minimum dividend at the rate of per cent per annum, to be payable at such periods as the directors may deter mine, before any dividend can be set apart or paid on the common stock for the period theretofore elapsed; and the principal or par value of said preferred stock with accumulated per cent dividends shall be paid in full in preference to the common stock in the event of any liquidation of the company, whether through insolvency or the termination of its corporate existence or other- wise. The minimum preferred dividends thereon are to be cumu- lative, so that if for any period or periods the same cannot be safely paid or may not be paid, the right thereto shall accumulate as against the common stock, and all arrears thereof so accumulated must be paid before dividends can be commenced or resumed on the common stock. In any calendar year or quarter year after payment of dividends at the rate of per cent per annum on the preferred stock, the holders of common stock shall be entitled to all profits dis- tributed as dividends up to per cent per annum on their stock. In any calendar year when dividends aggregating per cent shall have been paid on the common stock, if it be desired by the directors to pay out any profits in further dividends, the same shall be distributed pro rata between the common and the preferred stocks up to the amount of per cent additional in the aggregate for such calendar year on each class of stock, but all profits which may be paid by way of dividends in any calendar year in excess of per cent on the preferred stock shall be distributed wholly upon the common stock. (2.) The preferred stock is issued to and accepted by stock- holders upon the express understanding, made and entered into between said company and the present and all future stockholders thereof, that the preferred stock of said company may hereafter be increased as follows: (a.) It may be increased from time to time in an amount not exceeding dollars, par value, in the aggregate, making an issue of dollars altogether, of said preferred stock, Examp.e or Stoox Prererence, 911 Forms — No. 140. upon the vote or written consent of a majority of the company’s board of directors, and of a majority in interest of the stockholders, together with a compliance with the requirements of the laws of the State of New York made and provided with reference to the increase of capital stock of corporations of this nature. (b.) After the issue, if such be made, of such additional pre- ferred stock, making dollars in all, there may be issued from time to time additional amounts, not exceeding dollars in amount, making a total issue of preferred stock of dollars, but such last mentioned increase of dollars can only be made upon the written consent or vote of a majority of the board of directors, and the written consent or favorable vote of persons holding a majority of each of the two classes of stock, pre- ferred and common, outstanding at the time, together with a com- pliance with those requirements of the laws of the State of New York made and provided with reference to the increase of the capital stock of corporations of this nature. (c.) After the issue of dollars of preferred stock as aforesaid, if so much should be issued, there may be issued addi- tional amounts from time to time, provided an equal amount of common stock shall have been issued at par for cash or its equiva- lent in property at a cash value, and provided there be obtained in favor of such increase, the written consent or vote of a majority of the directors, and the written consent or favorable vote of per- sons holding a majority of each of the two classes of stock, pre- ferred and common, outstanding at the time; and said preferred stock shall not be increased beyond said limit of dollars excepting after and upon compliance with all the provisions and conditions in this paragraph (c.) contained, in addition to those requirements of the laws of the State of New York made and pro- vided with reference to the increase of capital stock of corporations of this nature. (3.) With the new issues of preferred stock as herein provided, or any part thereof, the directors may, in their discretion, lower the minimum rate of preference dividend, and also limit the maximum dividends to be paid thereon provided that no such new preferred stocks shall on that account be disposed of at less than par. (4.) Any holder or holders of preferred stock may at any time and from time to time upon his or their written request, exchange the preferred stock so held by him or them for common stock, share for share, subject to the provisions of law in such case made and 912 PRoceEDINGS FOR VOLUNTARY Dissovtion. Forms — No. 141. provided, and to the by-laws of the company, whereupon the certif- cates for the preferred stock so surrendered shall be canceled and the issue of preferred stock as so reduced shall be limited accord- ingly, and certificates for common stock shall be issued in lieu thereof. (5.) The company shall have the option of retiring preferred stock in whole or in part at any time and from time to time at a premium of per cent; in other words, at the price of dollars per share cash, in addition to dividends accumulated and accrued. Such retirement shall be effected either by payment out of the surplus fund, if any, of the company, or from proceeds of common stock that may be issued in lieu of the preferred stock so to be retired, or by an exchange of the common stock so to be issued in place of the preferred stock so to be retired, but in case any preferred stock shall be retired and canceled without the issue of at least an equivalent amount of common stock, steps must be taken for the reduction of the capital stock of the company as provided by law, and in no case shall any such preferred stock be redeemed for cash under circumstances which would produce any impairment of the capital stock of the company. But such retirement or redemption of stock can only be effected on one month’s notice after drawing by lot, and the preferred stock- holders affected thereby shall have the option during that time of converting the stock so drawn into common stock by exchange as above provided. No. 141. Proceedings for Voluntary Dissolution. See the Stock Corporation Law, § 57. We, the undersigned, , president [or vice-presi- dent], and , secretary [or treasurer], respectively, of [insert correct corporate title], a stock corporation organized under the laws of the State of New York, do hereby, for the pur- pose of complying with the provisions of section 57 of the Stock Corporation Law in relation to voluntary dissolution of corpora- tions, make and attest this certificate, and attach the consent, veri- fied statement and proofs required by said section, as follows, to wit: That the board of directors of such corporation at a meeting called for that purpose, held at , in the city, [village or Proocrrpines ror Votuntary Disso.vrion. 913 Forms — No. 141. town | of , on the day of 189 , at o’clock P u., of which meeting at least three days notice was given to each, as appears by the affidavit of , hereto annexed and forming part hereof, by a vote of a majority of the whole board adopted the following resolution: “Resolved, That in the opinion of this board of directors it is advisable to dissolve this corporation forthwith, pursuant to section 57 of the Stock Corporation Law, and that a meeting of the stock- holders be called to be held at the office of the corporation at on the day of , 189 [not less than 30 nor more than 60 days after the adoption of the resolution], at o’clock p. M., for the purpose of voting upon a proposition that the cor- poration be forthwith dissolved; “ Resolved further, That the secretary cause a notice of such meet- ing to be both published and served, or mailed, according to law; that the secretary or treasurer, and the president or vice-president of the corporation execute a certificate showing the adoption of this resolution, and setting forth the proceedings of the meeting to be held by the stockholders, and that they also attest the written con- sent of the stockholders that the corporation be dissolved. “Resolved further, That such officers cause such certificate and consent, with the powers of attorney of stockholders executing such consent by attorney, to be filed in the office of the Secretary of State, together with a duly verified statement of the names and residences of the existing board of directors and the names and residences of the officers of the corporation and proofs of publica- tion and service of all statutory notices.” That notice of a meeting of the stockholders of the said corpora- tion for the purpose of voting upon a proposition that such cor- poration be forthwith dissolved, was published in i a newspaper published and circulating in county, that being the county wherein such corporation has its principal office, once a week for three weeks successively next preceding the time appointed for holding such meeting, as appears by the proof of publication of said notice which is hereto annexed and forms part hereof. That on or before the day of the first publication of such notice, to wit, on the day of , 189 , a copy thereof was served personally on each stockholder or mailed to him at his last known post-office address, as more fully appears by the affidavit of , which is hereto annexed and forms part hereof. 58 914 ProorEeDINGs FoR Votuntary Disso.vution. Forms — No. 141, That pursuant to such notice a meeting of the stockholders was held on the day of , 189 , at o’clock P. u., at the principal office of the corporation in [state place] that being the city, [town or village], in which the last preceding meeting of the corporation was held. That at such meeting the holders of more than two-thirds in amount of the stock of the corporation, then outstanding, appeared in person or by attorney and organized said meeting by choosing the undersigned, A. B., as chairman, and C. D., as_ secretary thereof. That the notice of the meeting and proof of the statutory publi- cation and service thereof were presented and read. That, upon motion, the following resolution was adopted by the affirmative votes of holders of more than two-thirds in amount of the stock, to wit: “ Resolved, That the action of the board of directors favoring the dissolution of this corporation forthwith be and the same is hereby approved, and that we, the stockholders of the ; consent that such dissolution shall take place, and signify such con- sent in writing in conformity with the statute in such case made and provided.” That the votes of holders of at least two-thirds in amount of the stock of the corporation then outstanding, having been cast in favor of such resolution, the same was declared duly adopted. Thereupon the consent in writing that such corporation be dis- solved forthwith was executed either in person or by attorney by the holders of two-thirds in amount of the stock of the corporation, then outstanding, to wit, the holders of shares did so signify their consent, which consent, together with the powers of attorney signed by such stockholders executing such consent by attorney, is hereto ‘annexed and forms part hereof. In Witvess WueEreEor, we have made and signed this certificate this day of , 189 [Signature of President or Vice-President. ] [Signature of Secretary or Treasurer. ] State or New York, { : 88. ! County of . [Insert names of president (or vice-president) and secretary (or treasurer) ], being severally duly sworn, each for himself, deposes and says that the said is the president [or vice-president] of Procrrpines ror Votunrary Dissoxurion. 915 Forms — No, 141. the Company, and the said is the secretary [or treasurer], and that the foregoing certificate signed by them, respectively, is true according to the best of the knowledge, infor- mation and belief of each of said deponents. Deponents further say, and each for himself says, that the annexed written consent of the stockholders of the said corporation executed either in person or by attorney, consenting to the disso- lution forthwith of said corporation, was so executed at said meet- ing of stockholders held as in said foregoing certificate mentioned on the day of , 189 , and that the number of shares set out opposite each signature to such consent is the number of shares standing on the books of the corporation in the name of such consenting stockholder, and that the total number of shares outstanding issued by said corporation is [insert number], and that the number of consenting shares is in excess of two-thirds in amount of the stock of said corporation so outstanding as aforesaid. [Signatures of officers. | Sworn to before me this } day of « 189. [Signature of Notary.] Consent oF STOCKHOLDERS REFERRED TO IN THE FoREGOING CERTIFICATE. We, the undersigned, stockholders of [insert corporate name], being the holders of at least two-thirds in amount of the stock of said company, now outstanding, have consented and do hereby signify our consent that the said [insert corporate name] shall be forthwith dissolved, and we do hereby sign this instrument for the purpose of signifying such consent in writing as required by sec- tion 57 of the Stock Corporation Law. In Witness WueEREoF, we have hereunto set our hands and opposite thereto the number of shares of stock held by us, respec- tively, this day of , 189 [ Signatures. ] [Number of shares. ] Attested by: sececceesey President [or Vice-President]. [Oommorate) eee eeeeee, Secretary [or Treasurer]. 916 Cuance or Prace or Businzss. Forms — No. 142. Statement REFERRED TO IN THE ForEG@orna CERTIFICATE, The following is a statement of the names and residences of the existing board of directors of [insert corporate name], and of the names and residences of its officers: Names of directors. Residences. eee wae nen eer ease rene (Si Greiner ene , President. ee ee » Secretary. sok otat ay aauta thaws anette aah ais , Treasurer. State or New York, . 88. : County of ; A. B., being duly sworn, says that he is the secretary [or treas- urer, or president] of [insert corporate name], and that the fore- going statement of the names and residences of the existing direc- tors and officers of said company is true. Sworn to before me this } day of , 189 Notary Publie, County, N. Y. [Attach Powers of Attorney, if any, and affidavits of publication and service of notice. ] No. 142. Certificate of Change of Place of Business. See the Stock Corporation Law, § 59. We, the undersigned, being the president and secretary, and a majority of the directors of [insert corporate name] Company, a stock corporation organized under the laws of the State of New York, do hereby certify, pursuant to the provisions of section 59 of the Stock Corporation Law, as follows, to wit: That a duly called special meeting of the stockholders of said corporation was held at the principal office in the city [or village] of Cxance or Puace or Business. 917 Forms— No. 142. , on the day of , 189 , at which stock- holders owning shares of the stock of such corporation were present in person or by proxy. That at said meeting the following resolution was duly adopted: “ Resolved, That the principal office and place of business of this corporation be changed from to , and that the presi- dent, secretary and directors be authorized, and they hereby are authorized and directed to effect such change pursuant to law.” We further certify: First. That the name of said corporation is Second. That its principal office and place of business was origi- nally and is still in the city of , county of Third. That it is desired to change its said principal office and place of business to the city of , county of , and that it is the purpose of said corporation to actually transact and carry on its regular business from day to day at such place. Fourth. That such change has been authorized by a vote of the stockholders of said corporation, at a special meeting of the stock- holders called for that purpose, as above set forth. Fifth. That the names of the directors of said corporation, and their respective places of residence are as follows, to wit: Names, Residences. eee PAR Cele eater tst= 142, 143 remedy of, for unauthorized dividends............cce eee nue eerees 104 bonds, for OVer-IsSSUe. 2 ...cec5kad ccd sce adeeee ee eos 24 tae ORS 105 debts, for unauthorized. . ........ cece eet eee eee eeeee 105 loans, if made to stockholders............ssececceeeeeeeeeeenes 106 report, if false one be MAGe........ cee cece eee eee ene e ee eeeees 121 Criminal Proceedings Against Corporations: conviction and penalty. . .... ccc cee ccc cece eee e nee eeeaeeees 546, 550 examination Of ChATZEe: : scsiiees oss siweeeed aes os guiaieieneie'e ees este 548 grand jury, examination by.............cccccceeccccceucceeceveens 548 indictment, plea of guilty, how put in.......... cc cece cece e ee eeeee 547 punishment for offenses. . 21.00... cc cece cece cece ccs eseeenene 515, 546 SUMMONS, OrM OLS ws wanes: sses odanweeen be 5445 Mord eae nese eds 548 SCLVICC OL: a5. cxpwaiiene tx v2.02 ieee Fes ey aoa oboe 4 alenvercne 548 Cumulative Voting: GENERAL INDEX. 939 Page certificate of incorporation, may provide for.............cceeeeses 38 number of votes, regulated..............cccceueccccaunceceecueces 38 right of, in certain corporations, restored to..........sceeeceeeeues 38 Debts: amount, limitation. 2. 2... eee cece cc ne cee ceecauceucens 105 contracting, Dower Of. . 1... .... ccc cece ccc e cece ecececeececuccnees 81 mortgage may,be given as security........... cece ceeccccecceerees 81 stockholders, when liable for............ccccccccececcacucaceeuees 151 Mii tat OM is: ce Cisse Sitemcssatcte doa.tct eneaeatr ici el acs aeyeamidcah laos a eoeeenate 154 unauthorized debts, liability of directors for.............0ceececeee 105 Defective Certificate: amended certificate to CULE. ....... cc ccc cece cece nee eceeencecenes 16 Definitions: certificate of incorporation, . ........ cece cece ne cece eeeenees 4 COLPOPAte LAW OF VA WS 5 s.cicciersie +. 0:8 sonia aie Gee's Eayeierbae area resin ered one te 5 GITECUOLS 4 os. sedis SS oie asad ele sie ieaei's Ve oa hares Re acctsle nes 4 GoMeEstic COrPPOrations « 4 sieve verses dedeevais ees saeoaweeves sa adadas 4 LOLEISM COLPOLATION.. (6:5, sxccccace es oeee Raker iiesed a6 ob baunndiemle na Oa Reamer 4 member of a corporation................0668 Talis ote ectiaia tide tose otehvieteureaees 4 Moneyed. COTPOLatioNS) ois. ceedsa soe osneewones sos BHde wee’ Lee a waS DES 4 municipal corporation. .. 1... cece cece cece ee eee reer ee eeeceenee 4 NOM-StOCK: COTPOLATON. 5: cioeidewedd 5 ctieie Sewiaied aoe ek NetveulaGe Dane greens 4 office of a corporations «6 ccc exe rsmgieoee cs os Heddbeeals noes RoRNR 5 principal. Of1Ce). s. 2. .5.0-csacusangia esse aitennwer oe aad tes Ue 5 STOCK: COLPOVATIOD 0 oi oe cele d ned oe swims duende naemiesad os ee averde 4 Designation: : foreign corporation Must MAke......... cece cece een ete ee eee nena 25-34 LOVMNS! POLS 5.35 ease dea oe es esos wr Raee o's a aaa E OSS T4T-152 process against, service Of.......... cc ccc cece sec ececeeeeeens 25-34 Destroyed Certificate of Incorporation: certified copy, filing of, to supply......... cc cece ccc c weet eee e eee 17 Destroyed Certificate of Stock: replacing, PrOCEMUPE. 2... ceceni cde caeseceee sso eb Sea ENe CEES ea% 148, 149 Directors: acts of majority binding............. cece cece cette etree ete eeees 46 quorum, majority of, powers Of ..........ecee eee tere enc eenees 61 actions collusively brought by, stayed...........-esseeeeeeeeeceee . 46 annual report to be made Dy........ ce cecee cece een e eee e eee eeeeenes 115 authority of, on dissolution...........ecceee eee e ere rere nee ecene 51 board of, manages affairs of corporation.........-.6.-sceeee cece 46 by-laws, when to be made Dy......-.-sseeeereeeee een eeeee ence 46, 47 neglect to adopt for annual election, effect Of..........:..eeeeeeeee 103 Collusion by, remedy. . 20... eee eee e nce centre eee e teen te eneenes 46 GFNITION. 6. oe eee e eee eee ete tence eee e enone eee ee eeeennetes 4 dissolution, trustees, in Case Of........-e eee eee e eect een eeneeens 51 alternative provisions. .. ...... eee e eee cere e terre eneeteeneane 51 940 GENERAL INDEX. Directors (Continued): Page, Qlection Ofs-< ¢. «sxieecndes ees sa aysernee ge 6 66.9 9 Masanori Beles base's U8 Se 99 BOOKS evidence at. . ..... cece cece eta e ener aceecssanes see 88-89 by-laws, to designate day..........ccece eee e eee rec eeceeee 42, 99 by-law regulating, publication Of........... cece cece eee eens 21 certificate of inspectors, filing Of.......... 00. c cece eee cece eens 112 challenge Of Voter... 2... cc eee e cece eee e eee nese cesarean 41, 42 oath may be rediiied Phaedra ene a ERR ae aad cota 41 filing (Of; « 9 ssiivecs seeders sees scemas eisrauite go 6 aD 41, 49 COTM LOL: . coves kG ast es a4 Mewes Sees ee a ee a, AL PIOXy; LOVM OF Oath. nu sccwaeiecccd.s etisioweed dodownes eH 41 inspectors may administer. . 0... . eee eee eee enews 41 cumulative voting at, how provided for.................e eens 38 existing corporations, right restored to.......... eee eee eens 38 court may order new election....... ccc cence eee cece ences . 44 date, by-laws MAY fiX...... ccc ccc cee eee eeees 42, 99 form of petition for new election......... ccc cece cece eee enone 531 grievance at, redress by COUrt... 00... cee cece cee eee eee e eens 44 inspectors, appointment Of... . ieee eee eee eee eee eee 112 oaths, may administer. « ccssessee sees deeniwes eee bee semen 41 forms; Of oath: cizisssnessamas tess ss aseewenewens 754, 755 oath to be taken Dy... 2 cc cence cece eee anaeSeweab eas Sscaiiars 112 married women may vote At....... ce cece cece ee ec cece tre ee eee reeee 513 misconduct at, a misdemeanor.......... 5 Hibs aia tiGucvanalezespiers eta eos 5381 neglect to choose at, effect........... cee cece eee wileanbarieae aos sansitniets 42 dissolution not effected by............65 a aodts aus battuentasastatenste steiatosane AD) special election to be called..........c cece eee e rene aee wiatececeeeseceser. MAD by-laws may be adopted at... ...... cece eee cece eee te eeeees 43 POPM. POP. sa ede Seis skdewei dass 05.4440 pEe acne wee 142 call for, members may issue............ aalittayohind ieaere) sxseananaaa ova 43 PORM LOLs 5, ew) eye eee codewewans sos a gaedeeeiaees eey 756 publication, Ofs 6 4 «2464 aijeccaga sei ces teases en uns eau 43 SErvice: Ofe 6.505 cs 55 eka Reew wae O48 % NCA Lite RO CEE TANS 43 Certificate of result... ...... ccc cece ee ee sneer eeces Se Savers 44 county clerk’s office, filed in.......... dew ccewexsuns 44 OPM: LOPS a wn sens os 55 Maeeew ee a5 sam eRWwERES seeds wee 185 special election to be held.......... isa 5 ate eaetnewacd piea SESS 43 inspectors and directors, election Of............eeeeeeeees 43 notice of, to be given......... Oneb iss SHORE OR EET Cee e RS ES ES 43 PTOPMS LOL, aa sine 2 5.04 satwenda de be theese eee eee ET 766 office of corporation to be held at..........ccc eee eeeeeenes 43 elsewhere if access denied............ ccc cece eeeeeees 43 PLOCedUre at. oa waves van eemaecad era taeemeneys daseaseeeaes 43 QUOT UI 28 be te bi ais 5:48 4 e Sepia aie an div dines Hy hatwvesareegedve brare de seen 48 notice of, publication............ 0. ccc ccc ec ccc eee eveeenaeues 99, 100 form for... ......... freGbRgaRey £40 Vs See bie aes ees 781 number of votes regulated................0000e5 Wa coke ta egnati: 88 one-fourth, at least, to be chosen annually........... Saiuiwine «.. 99, 100 proxy, voting by authorized...............cceeeeeseeee sionmncces 240 GUNG Of: oe secsiereuess vasa g Puneens. en es 44h Sindee ee 41, 42 forms: fOLr. 5 = s senwaes ¢e%eaeepeweaies are 3 Svbiorulamaeeceee:s Sake «.. 158, 755 GENERAL INDEX. 941 Directors (Continued): Page. place of holding, by-laws to fix........... diiees tas aeetemsees 99, 100 right to vote at, how determined..............-ecceseeeceeceee 38 pledgor of stock qualified.............cccececeecececeecees 38 time of, by-laws to fiX........ ccc cece cece eee eee cueeecanees 99 voter at, qualifications............ ccc ccc cee cece cree ceeeceece 38 execution of instrument Dy............. ccc cece cece nee eeereseeers 61 increase of number of..... Sieinna Meee a ereaatates Searels tie era 102 COLUINCATO OL. eos sisi antetarnsiey ese camcoder sé Sa iepanal deers sereiors 102, 103 forms for..... tetis-€ 9 86 Shiva bie s4 eR eRe ted tae 782-784 knowledge of affairs of corporation, presumed to have........ 529, 532 Ma bility: Oly. 250: cAneaeiis cs a0 wate sin cata aaeaeae nies anaes es 104, 106 annual report, failure to file.......... cece cece eee e cere cence 115 certificate in lieu of report..........c.ceeececeeeeeees 115, 116 bonds, Over-isstle Of. ........ cece eee nce cee cncseeenetes 105, 529 debts, for unauthorized........ cece eee e een cent eenes 105 dividends, for unauthorized ............. cece cece cence eceonee 104 false report, for making.............. ccc c cece eee e een eeeee 121 loans to stockholders........... cece cece e eect eee eee esceeees 106 prohibited transfers of property.............ceeseee een eeeens 142 trustees on dissolution......... Hie donne Aiea) bee S SreareRIE ie e708 ores 51 MAJOLITY; POWELS: OF e556 ss. sie niece ibd oe 4 sedcanene ave Hodsa we eco eene ease TRS 46 acts Of are actS Of DOATG £1... 6.66 vscaesee ve ce eeene we ee ee ee eee 46 Managers, term APPLES. TO. wees nec cawancaseas see aaeisisvaeeeced wares 4 meetings of board...... Feet Nee kamtawe shoes sadness tees 46, 47 quorum, majority constitutes............ ccc cece cece eens 46, 47 majority of quorum may act........... cece eee eee 46, 47 misconduct of, penalty.......... ccc cee ee eee cee eeee sewed eee 530, 531 actions thereupon. ........... eacepavenaieieidce a ueaenrenneaie: Aiek BE oes 604, 605 attorney-general may Dring. . ........... cece eee eee cece eee 606 number, Change Ol: «. cccccoss s oss sadveadiotun cs cna sbew ede os aaitenins 102 Officers, appointment DY.......... cece cece cece eet e ence ceaeeenee 107 QUALINCA TONS Of. 240 43d. aude t aetna ieee edema take Galen 46 residents of State, two at least must be................0.0005 46 stockholders, required to be........... i iicewaden ted scares 99 quorum, majority of board constitutes................. 0. ee ee 46, 47 action by a majority of a QUOTUM.............. cece eee enone 61 removal by court, when authorized............. cc cee cece ee eee .- 620 residents of State, at least two must be....... signapbince seo antmteeieu w peovn AG security from officers, May require.............sceeeecseccees 107, 108 term, right to hold Over........ cece eee c cence cence eccweencesens 42 classification of terms of Off1Ce.......... 0. cece ence eneeee 99, 100 transfers of property to, when prohibited..............s.eeeseeees 142 transfers of stock, may refuse, WhED........eeeeceseeeerneees wees 107 trustees, when term applieS tO........ceceee cece eect eer eneeeeeees 4 vacancies, filling of. ............. a acbase fora eaaepenaieee Ltn ae 99, 100 by-laws, to provide for.............4+. Sia EE RS 8 ac tayo iaryale 99, 100 Dissolution (see also Dissolution and Receivers): directors, to act as trustees in certain cases....... a3 aerate gees: OL alternative provisions. . . ........-:eeseeeeeee satieaecavelonsee, | (OL authority of, on dissolution............ siatercig, oss t's sokepoe as iledeteles UDI! 942 GENERAL INDEX. Dissolution (Continued): directors (continued): Page, failure to elect, corporation not dissolved.................0005 42 special election to be called......... cee eee eee e cece eee e eee 43 liability of, in SUCH CASE... ... cece cece cece eee cece tenons 61 voluntary dissolution by consent of stockholders.............. 156 Dissolution and Receivers: attorney-general, NOTICE tO... cece eee eee eee e ete e ene eenneaes 628 dissolution, causeS fOLr...........e eee cece eee enee 596, 597, 608, 614, 615 Application LOL. . . wc. cceece ese n eens ecereeeeeresseeerseons 596, 609 acts of corporation thereafter, VOId................eeeeeee 622 action triable Dy jUTY........cccccee cece eee ence cee eeeee 615 HOLM: LOT POtHtION sence iain csce ice elas s sietan se tign-s aimee sais 'P eae 888 léave Of GOUTL. cccccseseaseddas ers camnrisiseadascret eases 615 place of making application...........:-.eeeeeeee eee eeeee 628 assets in Certain PTroCeeCdingS........ cece cece e eee errencnenees 613 attorney-general, when required to bring action.......... 614, 618 exceptions relative to certain corporations............eeeeeeee 617 FET DO OTS te sere gictovinsds ce aivlevtew eps Mies co cae s0:0) S01 Ss a pdadddnat uarana verano eae 603 injunction, When granted.........ccceeeeeeeeeetceeeeeeccerece B09 judgment of dissolution............ cece eee eee et eeeeeeaee 618, 615 injunction, issue Of........... ccc cece cece eee e ee enee 616, 617 requisites in certain CaS€S......... cece cece eee cece 619 order’ to SHOW CAUSCi65:680 sos wise eee eRe ews een nee ee siewaee Dees 599 POrM LOM. cic. ais atecdsaseariess saat eee ence ce eees sews 890 PAPCLES CO CCT seca sis canta ssh seth oo ved as anapaiie sd osadavdedeavase sav sevavdhauseoeevavocannss 612 creditors may be brought in.......... cece cece eee eee 618 petition, contents Of ........ cece cece cee eee renee ee eees 597, 598 LOVIN LONE 5. cca eeske na witiels eee pvUR Rance avai ES He te PTI 888 presentation tO COUTE........ cece cece cece eee e eee e eee eeeee 599 OLder Of COUP ie siariesieaaes dea cele sicietersiemarauiter ee arias 599 hearing upon: .. 2 4 .castssesisaviwsssarsnssiaegens 601 PUDNCGATION NOL. av. a) siiscs crash avdsarsccrmviaarortyaveciceeneresiaacece 601 BOT 16S OL iscsi cseivisteaaisl cea eeasaseale leas Gro anmie eeroe dine 601 schedule to be anmexed.......... ccc cceec cece enesecsaene 597 LOPWD LOLS 55s oie citiaaesaseses a tnsiantiaeaioennravesararoragaspeaipisnaananiee 8389 receivers, appointment Of. .......... cc eee ccc cece nec eenes 610, 619, 628 ACCOUMLING: CO: COULL 5:5 cas iiists, Shee cscsieces Siddiseareuaneereieaacorne ne haa 626 PeferenCe Of ACCOUDIS:. ciscuiviccasdarieesctdedcrrinnecewas 626 settlement of accounts, ...........cccccces ce eanesenceeees 626 actions by or against, preference Of...........ccee cece eeeeenee 632 authority, when vested........... ccc ccc cece eee w eer eereeeeeees 622 Commissions allowed to. .........cccc cece eee eaeeecensseeeeees 624 COMpeNnSation: OL. oc sevcwcncavescswwessweee deca ee Lira 629 contracts, how canceled DY........cccccccccsccnscceesaceeeess 623 COMEE, (COTUPOL ORS, ce: ss:e-ecsie's/sichcinawisie eiv/clere angie atayaanewaarace cise aielngieiaiaes 626 creditors, calling meeting Of.......... cc cece cence eeeeeeeeenees 623 debts not exhibited, not answerable for.............seseseeee- 625 PAYMENT, OTM Ole: sisson wivie sa siwrine sieiee dene waenindcae sees . 624 GEDtOPE TO: ACCOUNTS sxe cenccasiiecciars Halcro tas eecnsorelamtee inners 623 GENERAL INDEX. 943 Dissolution and Receivers (Continued): receivers (continued): Page. deposit, place of, designation..............ccccceccvceceaecees 629 dividends to stockholders. ........... cc. ccccceseeeecveees 624, 625 monies retained for suits, application of.............0..00000% 625 notice given by receivers........... cece cece cece ce cecncecnees 622 PORMEPOM Swe niiccstailh eos Honmai ee ale Soa e Re esas Ons 891 powers and duties of..............c ccc cece wesc 610, 622-626, 634 property to be transferred to............c ccc ccs e ence ee neeees 632 Authority tO ROG... 65 bcs aseivessaw oa ods Heredia ded Laiceaarelnes 632 referee, appointment by. ............. cece ces eee c eee eeceneees 623 TEMO Val DY COUT Gis sisciays sc swimalaianude ns oe sc oineaten a8 ta bara 626 application: f0P.. yc see ieis ss siteagenscs etiam s owes 627-630 PIACE OF MAKING: 3. ctu ec oxe caiman eed aes wwmuielats 631 Feports to Dé MAME HY... ceiiia wae does d Gadus os er se eracewars 626 Security: tO De: SIV acai wise ase sees sees ete on Vee 424 eRe 621 stockholders, SUrplUS tO. . 0... ce ee cece eee cece eee e een etenes 625 PLOSECUTION: OF. &: ecas eva x Herne ate CA Aeareins WEEE aie 8 Sao 622 yacancy;, how fled... ws. ws widscege oesaaealauneer e's ge weeraiee ds 626 wages of employes, preference Of............. cc cee cece ccc eeee 635 sequestration Of Property. . ...... cece cece cece cence eee eeeenneeeee 607 testimony of officers and agents............. ccc cece cece cece eees 617 Dividends: unauthorized, except from surplus profits.............cceeeeeeeece 104 liability of directors for Making..............c ccc ccecceeeceee 104 dissenting directors, how relieved...........ccceeceeeeeee 104 Domestic Corporations: GefinitiOms.c cs 1g sis wereerde v's 4 as areee ee Hees Sateared anes exis ase arenreuee’s 2s 4 Duplicate Original Certificates: county clerk’s office, filing in..... ccc. eee cece cece e tee eeeeee q certified copy, may also be filed in.......... cece cece eee 7 Duration of Corporation: extension Of. . ....... eee eee e eens Passa aicd anu Oy ayia Seayarlalde vg Gi aval aval WaaveLe ee eTe 55 LOPM LON. 65 ssid sieyece aie earn de deieg isles Gerd coeeteaa es sie eek ses 701 Election (see Directors): misconduct at, 2 MiISHEMECANOL........ cece weer eee ee reece een cenes 531 Electric Light Corporations (see Gas and Electric Light Corporations). Electric Light and Power Corporation: railroads, authority to build and use in certain cases.............. 278 Employes: CASH PAYMENES tO... cee ccewcec cree centr secccerereereeeesssneeee 425 labor organizations, joining, to be permitted................-.4.-.. 515 liability of stockholders for wages Of...........seeeeeeeeeeees 151, 152 railroad or steamboat, intoxication, a misdemeanor..............- 521 receivers, payable by, prior to other claims...............++sesee 635 reduction of, while voting, prohibited..........-.-eseeeseeeeceeees 515 944 GENERAL INDEX. Employes (Continued): Page. steam engines, negligent use of, penalty.......... g/alialnaeedanaanta 516 steam boilers, liability of person in charge of.......... duamatewenaw LG wages, liability of stockholders for......... cits ee eg@isteree ter 151, 152 weekly payment of wages..... wiccneeee seateee’s Verne enciioeeee 425 Errors: amended certificate to COFrect........ cee eceeee cece ncseecens isieaw 16 Evidence: certificate, presumptive evidence of incorporation................ 17 certified copy, USe Of.......... eee eee eee eee widatsbyarynnsinacis saccaw AT, 18 stock HOOK, tO Dec ciscscceisc esi ecewnanesie sree ee enetesees sien . 118 Executor: liability, when subject to......... ccc ccc cece cece eee eee eee eee 151, 152 Exercise of Corporate Powers: prohibited, until payment of fees and organization tax............ 7 statutory powers, other than prohibited........ sanepaniate nts oo wens ets 18 Existence: corporate, presumptive evidence Of......... 0. cece eee eee e eee ee . 17 PXTSTISIONHOL S: co. co te sasyasacane pisudva tesvaceed chasava disses a Sista decaudyausuorenia wearese Say acueaand ~ 55 form: Of GertifiCate.. 6 ccsccciiage ce eerie see sewer ene ees 701 Expiration of Corporation: renewal afters oo s0daveeesisamagaeieiesevwelsineeeda vee eerkeaaaars 55 court may order, in certain CASES......... cee cee cece cece eee 55 Extension of Business: corporations generally. . 2. ccc cece cee cect cece nce n ten etre teeeres 123 HOLM LOU S48 6geisv i weataserecscoe ae als aia PARASITE 4s oo RE ERRLO SNS wee 790 Extension of Existence: FOL LOTS wi ve ees ee ween Bed whe WAiedten og '6 Saveaevauoausioiieeioie oa. 159 PLOCCS™MIN GS: LOM! 5 sis, sada casera avncecaies odie ew aver dia re acai ecg ales scraecivets 55, 56 False Accounts: penalty for keeping.................0000- guceambereveyarsiaigresaaa nae Ste ees: oes 629 False Books, etc.: fraudulent entries in, a misdemeanor......... secdiet ts seasasnee O28 False Certificates, etc.: liability for issuing. ...... Be asec ees arasasacevavanslacbiates site aaras «. 121 Fees: acts regulating. ............cccccessenecees geen. swans Aes 19 corporate powers prohibited until paid....... ase a's wr seveN iimorncans T Ferry Corporations: capital, half of, when to be paid in.......... cece cee eee eee e eens 181 affidavit of such payment........... sided ang seaueaae sw ees ee ae LOL LOPM LOPE ios eid areroseiaietcats eioelors Weare Eck vas areee@ Mawes asada TOL failure to pay in capital, effect of........ Deb wasagdes wie ones ona, LOU GENERAL INDEX. 945 Ferry Corporations (Continued): Page. certificate of incorporation, provisions for................e.00- 178-180 filing and recording...... en piel egies mdeciimwne ehIe ek Sere 7 POVMY TOP an aici s scawtoneyie Sed caterers he dx eemeiioes. kc oes vent 817 general corporation law, provisions gf, applicable................. 2 license for keeping ferries........... 0.00. cece cece ccecccececuceeee 182 applicatlon: £0F %.... cacwisceueeuiers coc }yedreee eee 8 aaudaedaden 182 NOUCE OF, asiow se 4 MASRAW ED Hoda MUSawaa e's sted as baxtiewawes 182 SELWICE OFS.) 3) c wasdaininiinna' Soa eugaweenes Ke is alg emnenhenee 182 fOrM Of PYOOL Offs. s sc sccssevecvecaessevuuveessase 822 undertaking to be filed. ...... 0... . cece ccc cece eee eeeeeeeceees 182 POWYS sc tie S24 eetecks boss cereus en on a WATS wa Nee elelow oem oRN Ee Os 181 rates, schedule of, to be posted............. ccc ee eee eeeeee 181, 183, 519 change of rates by sUpervViSOrsS..........c cece eee cece ee eeees 241 false schedule, penalty for posting...............cc cece ceeeee 183 penalty for neglect to poSt..........cececceceecucecceceecs oe ABS TOD LEVIES. Ao ouen cewuackiei so s-04 eadGaqens dere aWueeu Mie hens eee b ee 183 consent for maintaining’: .s2.cauid bie ta Masewe eee se ceeae dan 183 State lands, when may be leased to........... cc ccc ccc eee ec eeeeees 183 stock corporation law, provisions of, applicable to................. 81 Filing and Recording: amended Certificates «0... ca ewwes cea emenienne es can ewe emesis 7 certificates of incorporation.......... cc eee eee eect tee teen eens 7 Financial Statement: stockholders May require........ cece eee eee eee tee e erence euee 149 refusal to make, penalty............ cee cece eee cece ee eeee 149, 150 time to make, how extended............. cece eee eee eeee 149, 150 Foreclosure (see Mortgage and Reorganization). Foreign Corporations: annual reports: DY+ ecavase avnvionavave acendio'® 59 repealed, schedule Of.......... ccc cece cc ceeccccescecceeeeeencs 62-72 revived . ........... stun Pde ain bea eatacdsimaea eis SSA U ARR TIE 60 Laws repealed: CEC OF. casevawadceacwemdecundescunsnnsannns aiekavar coven seis Maret 58 general corporation law, repeals DY...........cccecceccecesccuces 58 schedule of . ...... teat a avayalatatania 964 Rise tiation sel Sa. gondii nian sees. Garde GENERAL INDEX. 949 Liability : Page. administrators, how incurred by...........ccecceceeeececuees 151, 152 directors, liability for over-issue of bDondS.............ecececeeeees 105 debts, liability for, if umauthorized............cccee cece ceeeeee 105 dividends, if unauthorized........... ccc cece cece eee ee ee eeeeee 104 false report, if made by..........ccceccececcecceeencuctassees 121 loans to stockholders.............cccceec cee cescteceeneteaees 106 property, prohibited transfer Of...........0. 0 ceeeceesseeceeene 142 executors, how incurred Dy.........cceesceeeceeceeetceeeeens 151, 152 guardians, how incurred by............eceec cesses eee eeeeeeees 151, 152 officers, for making false report............. cece cee eee eee eeeeeees 121 prohibited transfers of property, for making................. 142 pledgor of stock...... paths ease sannvenaubaa usd staan aiapasatatelege siavera Anbroreuneeene es4 151, 152 reorganization, corporation formed by............ceeeceeeceees 88, 89 stockholders, unpaid subscriptionS............. 2 cece ccc e ee ee ences 151 full liability business corporations................2ceeeeee 168, 169 Wages Of CEMpPlOVeS........ 2. cece eect cence rence neeene 151, 152 trustee of estate, how incurred Dy...........see cece ceseeevee 151, 152 Liens: . conditional sale of railroad equipment.............. cece eee ees 429 LabO! ONCHAUPOAGB iiss seh. sic Secale en Canwliare ted ca treemiielne aa tastes 428 Loans to Stockholders: UiMAUGHOLI ZO 2) sess icaets ccs d eaateustadse bose aeene ise ow Sareea eae EES Ie 106 Lost Certificate of Stock: replacing, Procedure. iccecs cc sednccee eee s cease wee es pies eee eee 148 Lost Certificate of Incorporation: certified copy may be filed to supply.......... cece cece cece eecees 17 Limitations: corporate powers, other than statutory prohibited................. 18 liability. for making false report........... cece eee rere eee e eee 121 stockholders, liability of........... 0. ccc cece ec eee rece teen eeeee 154 Manufacturing Corporation Act of 1848, Chapter 40: act repealed. soo seeks cee wse sce es seven ec es ce tnciee ee eee e ees 62 manufacturing corporations now form under, business corpora- TONS AW vise nisisG soe osigea ath es hares ae eapee teas sass Bere RSE 160 Married Women: vote, right to, at corporate elections. .........ccsee ees ceeeeteereees 513 Majority: directors, powers Of ........ cece cee eee nee eceeteeeeteens 46 Meetings (see also Directors and Elections): directors, by Doard Of..........cccceseeeeecererereeeeresseoens 46, 47 COLPK0y a) 61: a 46, 47 majority Of, MAY ACt..... cece eee cere e eee e eee teenees 46, 47 Qualifications Of VOteTS........ sees e eee ee een reer eereenr nen neere 38 950 GENERAL INDEX. Meetings (Continued): Page. stockholders’ meetings, to elect directors.............5 a as lain wissiecove 99 cumulative voting, how authorized..........ee cece eee eee eens 38 proxy, voting by, authorized.............eseeeeeeeeeee SNE Bienes 20 qualifications Of Voters at... cc. ccc cece tee eee eet eee eeenees 38 quorum at, by-laws may regulate............. stent e eee ees 21 voting at, regulated....... 0... cece cece ete e cet ec eee eeaee 38, 39 Member of Corporation: GERDILION) «icici ess. ce nae eereoesees sw ASW SIRS on SARs EERE IER score wd Merger (see also Consolidation): When: AUTHOLIZED «6s siiceinie gee eed cermin aes ere nendier midalimaresrye 157 Misnomer: effect of, in actions against stockholders...................04. 563, 620 Moneyed Corporations: GeHDItiON: 6 wwacccecsaseeieses ese i emeeewanes Us Miskeniesegadisawi 4 Monopolies: prohibitions, State laws............ pha Maen aa satiate 93-97 United States or Sherman act........... cece eee e cence see. 98, 99 Mortgage: AMOUIL,. WTA TOW se. eoseiss ce dlik gcc esnye ss Sed ce\ ore re Sins a0 000% dewavavarvaavn ce iecd mate 81, 82 AUCHORIGY LOM a acces cisieuwarend 6. eens aie aa Hee wNNeNaaeS wee BL bonds, under, when convertible into stock............0cceeeeeee 81, 82 consent of stockholders. cae ccs cc scieesiw ses ee er bieee dc vtecdesies 81 LOU TUS EOF gis a5 covacesiare slganveasbvayauasaum wig dudetus acastve dy pean eens iore 761, 762 FOPECLOSULE UNDER. cwnaiviadois sk Geenemudeoe so actdaungemaehieitys wean 92 fOrm: LOT MOLteagses scewewwees sos 4 meee noes 424 Aes eS LeEeees . 764 payment of portion by stockholder...............ccceeeeeceeeneeee 147 FALULOA MOLtPA BES) 5. seccessived ind x aynmachdnesin sav arsidddewtindieleso ool oe Bway 257 recording of certain Mortgages........... ccc cue ccc eeeeernceuce 82, 83 reorganization by purchasers under...........cccceeeeeceevers 88, 89 rights of stockholder on foreclosure............0cceeucccccseuceees 147 sale of property under.............cccceeeeeeees eae ae erveeen 92 Supreme Court may direct............... igkewataned ekdacaen 582 receiver, possession of.............c000e0e claujavaxestebeaceesuss ayo Nace . 92 Name of Corporation: duplication of prohibited................ iealiveraetin ueietae dapenwaneees 10 OX COMLIONS So: 4,40) Zeiciessjsrs.s ace seamcansibenie sina ve deldeesn iutatetscamatats . 10 CHADEEOF iaci.csa.o buds maneinne wer ddiaeuienn ace aatinwanne s Seah edaaes 12, 15 LOTS LOE we seni sckesman sy eee BigBbnd By yh ecavbyenouesoeatcc sikctes ayer 738, 735 Navigation Corporations: additional ports, extending route to............ ies dere umagiouss 185 capital stock, payment of................ ita teen oa oars Kee eae aveieretee 185 certificate to be filed..............000.. Sis ewenees axe sunset soeee 186 LOVTD LOR a: seree.25.38 2 48S ewlelin os wieceroreeotions sratateanaeeaits weeeeuin BU penalty for non-payment...... oa Wiaiailsrele Giniie 6s Ree MERE Ea EES 185 GENERAL INDEX. 951 Navigation Corporations (Continued): Page. certificate of incorporation............. 0... cece eee eee ee eee eeeeers 184 filing and recording........... 0c. cece cece cece cece eveeeeeeees 7 oi POV: LOVE, se: w iadeniereenee ods Xssbaleweds cg aie eysitenitapeuakense ase, Sve osmuoucvasetous 825 e employment of persons addicted to intoxication prohibited.... 248, 244 a ferries not to be operated......... esiae se SMa See esate ees soe 186 ..| general corporation law, provisions of, applicable to............+4- 2 game, transportation of, when prohibited.................. .. 242, 248 licenses to sell liquors......... ccc eee cece rete enenes 243 railroads not to own stock iM..... ccc eee eee eee aeene 184 steamboats connecting with railroads..............cceceeeeee 300, 3801 stock corporation law, provisions of, applicable to..............00 81 fax; EXEMPTIONS) 2 io aise eMasenis weiss nuerneem Ge eye U4 BOE OERRNS Deve sak 674 tickets, statement to be printed thereon............... cece eee e eens 535 Non-User: forfeiture of Corporate POWETS.......... cece cee eee tween eee eeee 53 CXCEDTIONS 6 Gelso 5s iiseeeieiein co's Weelaaeete vie oe MUN Owens Sadar 53 Notices: false, penalty for MAKIN yi ce sscicees swine aie Seis oa aiwawe ced 6648 Salas 121 waiver of, im Certain CASES... . ccc ccc ce renee reece ete recee 60, 61 Number of Directors (see also Directors): INCTCASE: OF LEMUCHIOD . sccciesasicese seers s asareieiwdiia 8.0.8 aiaeigoarg. 83.84 9 wievaveiere 102 Cortificate Of .ct 44 deaweauel eines gee vaaca dese eee . 102, 103 form (OP ss sic ssiiseeed yess sseiewees es samvestaseeeis eaten 182 Number of Shares (see also Stock): inevease OL TeductioN.......... 0. e cece eee eee eee eet e eee eee 155 Certificate, LOLI OF weak ss sess elder nade os ees HARRIS a ease salSermes 801 Oath: elections, may be required at.......... cece eee cece eee reer e cease . 41 inspectors of election may administer.............-..eeee ee eee 41 VOtet) WHEN 10: TAK ioc c ciyecice ede s ese cieee te ou a Speed doe 41 POL LOPE oie ese s ois A Raw dale seals eh each os hese eNeRNER es 754 filing of, with certificate of election.................. Boe anata as 112 inspectors of election to take........ 0. cece cee eee eee eee eee eeee 112 LOLI! LOPS ie isis Gioioasis sieve ote GRE sec Meee beware aue 786 proxy; when to take eee is6 ies cisawas cess sinweeaew fe eee eemees 41, 42 form for. ..........- i aig cas avev laude dauaeb-@ oe actzs bse peaec doa e arecaneenanaiece es Sars 155 Obligations: issue of, authorized... .......... cece cece e reese ere recentanccseenes 81 MOTTBALE tO. SECUEC winsc ice sd winenwieiein eb cad eine eons eo PES LER OES See ee 81 Objects: extensions or alterationS Of .......... cece eter c ener nent eencenecs 123 POTN. LOB oe piste enet cies peeadla niet opemeeas Te ek wiieinS sees Deees 790 Officers: appointment and removal of, by directors..... MAeadeeseaoeae es 107 books, entries in, refusal to make, penalty........ sy araneie leven oi eeeee 113 exhibition of, refusal to permit, penalty.........-.....0e scenes 113 952 GENERAL INDEX. Officers (Continued): Page, compensation of, power to fix............- PRN TS Feiepa soca narneu ny 21 election of (See, also, GireCtOrs)...... 6... eee cece eee ene i ctidigeal ato 107 by-law regulating to be published........... iia ye een ee he 21 false report, penalty for Making.......... ccc cece cece cece eee eens 121 power tO APPOINt......... cece eee eee eee diotelerdqi-e tae ooo arieaes 21 powers and duties of........ srertaqansls’ a ofe't AAA Rae Cae heMTN eee 107 prohibited transfers of property, liability for..............eeeeeeee 142 removal by directOrs..........cee cece eee eee sheaeates Ma: sandn nea psioueentedeae « 107 court, when authorized to Make......... cece eee e cece eee eeees 620 security, may be required froM......... cc cece eee eee eee eee 107, 108 Office of Corporation: GEANIGON: o vcccvcan. coca cknudeaiiwes ikah wu vasehthave citi waves queraaersane ats 5 location, principal place of business, to be at............. cee ee eee 5 CHANB ENOL 2 grits d44 Aneto SA cE RO RES A eas oe 8 158 OLN BOB oof cas dab wacs vind) an) exc ibageose dud.70.- ass uakdisnrs carneee acre are MevaNenererebebeu ere 916 oath taken at election, filed in............... eile Saas seavea 41, 42. proxy. filed Is ssccsaswe es ceccrawewewnes oa seesieny eeveesevedes 41, 42 special elections to be held at... ...... ccc cece eee cece renee oon 48 elsewhere if access denied................6- ek sae eres aaraaw as 43 Organization of Corporation: fraud in, penaltyecciesrcs cic siceedrcerssdeateaes Mode hatagu nes 527, 528 Organization Tax: ACETORUIBAUN Gy cncaicon adden tae ease diewad vetecs eeddaiet a ows 8 corporate powers prohibited until paid........... 0... cece eee ee 7, 8 State treasurer, payable t0........... ccc cc cece en cece eceeeeeees 73, 79 table of amounts payable........... ccc cece nce c ccc erececeseeeuees 15 transmission of, regulations concerning...............0c cece eeee . 79 Parlor Cars (see Railroads). Par Value of Shares: business corporations, maximum and minimum limits........ 161, 163 change of, certificate for........ 0... cece cece cece cece cc ceeeseesnes 155 LOPM: OfS: 2s. caus na vinegedan wean ood d Wa nbaenteddeld Whoa ateiekeaens 801 Passes: public officers not to receive...... GARRET Leeds SeREaRte eee awn 645 Payment: capital stock, half of, by business corporations........ Koreas wees 167 COrthaCate Off «csi cscuaenuwies’s44a0Geus chk narena iat Bessy asteti aha 167 LOPML OM ode sicnierd sieieen ca ao AS saneare hpiels eadeawineeete's sees 808 ferry corporations, affidavit of......... do tivesen ay ss sesvvneeae LBL LOPM LOD s,s dei cencaisis ov x beeeheeee a Ha spoimtatcseneun Seavara seeeee 819 navigation corporations, full payment........ siessiGrele ee sieges 185 certificate of, form for.......... oe 3 3 reeviaiereieiaces- casas . 827 corporations generally, payment of subscriptions........ as dyaveviesirs -. 136 mortgage debt, by stockholder..............c..ccceccee vidnwnmss: DAE GENERAL INDEX. 953 Penalty: Page. false report, for making.......... 0... cece cece ccc cece ect ceeensenes 121 financial statement, refusal to make...............cceceeeeee 149, 150 stock book, refusal to keep, or exhibit............ 0.0... ceeeeeeeees 113 extracts from, refusing to permit..............0ccccceeceeeees 113 Pipe Line Corporations: certificate of incorporation, requisites............c.eeeeeeeeee 189, 190 filing and recording. ........... cc ccc cece cee eee eteeneesureees ey POEUN LOPS 5s eh ie Shiels. Sie, Sapacetonade asseedava-w ay oleuace stages dedra. SyayBlouaun yale sia areca 833 common carriers, liable aS....... 2... cece eee eee ee eeene 195 condemnation of real property......... ccc cece cece eee e eee eenes 191 consent of local authorities for construction................05 192, 193 | proceedings, forms for........... cece eee cette e ee eeeees 835, 840 | construction over Indian reservationS.............. ccc ee cece ee eens 193 construction over State lands........... cece cee cece teen eens 194 construction through villages and citieS............. cee eee eee ee eee 193 erossing railroads, plank-roads, CtC....... ccc cee eee eee cece ee eeee 192 canals, riverS and CreeKS........ 6. ec eee eee eee cece eee eeeenee 192 delivery Of PLOPltysiiws cis ccewsdeceeseseee es ess imeeet nis eu's 195 false certificates by, penalty........ ccc cece eee cece cece eee te eenes 537 fences, erection Of Optional........ ccc cece ccc nccec en cerenceccenes 196 general corporation law, provisions of, applicable to............... 2 TO GATOR. OF TING faci: seca ndia-c cs acerepanenee lad O08 ws stearaeanntesnias ted ecatioacpoauavers gecma d beeve 190 FORMS TOF! yo oiesieea ei vee a sawe eae cen tawee shee oe eda 835-840 misconduct: of OfM1Cerss aissiscsieacecs cv asaseewed ess iwneses avec 531 powers, grant of additional............ cc cece cece ee eee eee eeee 194 TAUES “ANd CHAPELS so issecici a sited eaters tease Hereete ues nce Sapanwae ele kw 195 i receipts fOr PLOPELty... 2... cece cect cence eee eee eeesesteaneneeesees 195 regulations relative tO........cceec cece cece cece cease eseeeesees 195 ) statements to be filed monthly............ ccc cece cence eee ec teneees 196 FOV TOP 5 viovew ew ns skaters ieS ve ea bea ee seated a eedae 844 stock corporation law, provisions of, applicable to................. 81 taXatlon- Of PYOPELbY ss 6... sicsedscile gi ee enone oo.4-5 ¥ornlationnd See4 we 197 use Of line “to be: public. i escecwies 2 ced Sees oes ss sakes oe ae 195 vouchers, cancellation Of........... cece ce ce cece nen et cneneaee 195 Plank-roads: crossings over by pipe lineS............ cece reece ence cece eneeues 192 tramways, regulationS.............+++-00. iwieateeees Pee aeaas 188 Plank-Road Corporations (see Turnpike Corporations). Pleadings: verification by corporation...........-.+++-+6 eee 555 Pledgees: stockholders, not liable aS........ 0. eee c eee e ee eee ete e eee cene 151, 152 Pledgor of Stock: liability as stockholder..........cceeese rece eee cncnceeenenes 151, 152 Vote, Tight tO......cceccccccscc eee n earners cee eee nnesertnaertenees 38 954 GENERAL INDEX. Powers: Page. banking prohibited, except by banks........... 0. eee e cece eee eens 37 bonds and stocks of other corporations, owning............... 125, 126 POLLO WING: WOME «555, acto ccsvarete Sos. 0s: e:e- eeheeoniw eth ve Po ve Grate eue ee dae isswye ST corporate, prohibited until payment of fees and organization tax, 7, 8 debts, contracting « ssiceseiess sss aviizadids 4 idee eareneeeewedweadens 81 Girectors, majority, POWerS Of ........ cece cece e eee eee eens 46, 47 EXTENSION! Of POWELS: + occas owe da iGreen we oe nl eae aeean 123 POE TOE oe Sas waa 446 KORRES 5 eo a RREEES 6s PEE OO ERDAS WOR NWE RK 790 foreign corporations, authority to do business................00.05 25 actions by, when maintainable............. ccc eee ee cece ee as 25 property in this State, acquiring............ 0c cece cece cece e es 36 real, purchase of, at judicial sales...................0 cae 37 tax payable before doing DUSINESS............. cece eee e eee eee eens 73 forfeiture for non-user..... are eg bia easlganecgianeyy iow aces wis Sudo NEetaaNS 53 general powers, STANt Of ....... cece cece ee cece neces ccceeenceecnees 21 by-laws, may make................. I scuibeer as ite ve reeeevacdpanandigie ciywre 2 officers and agents, power to appoint.................. Rede 21 property, may hold............ sees cece eees sie aera capeatenis 21 other States, acquiring in............... ee tatachecen dc epansiionscaserondiee 24 mortgage of property and franchises................00000e srsuiiahees ale 81 ODF AtiONS), ISSUING. 4 c.ck. natant ss Varn niuer ewes wingeaaaaunny ss a1 reorganized Corporation 6 cic scnsueus essa s Man rewea ve sees ts steheaee 88-93 seal, to have and alter............ cc eee eee eee POGidewemnannaensroes 21 statutory, other than prohibited.......... 0... ccc ccc ec eee eeeceeeees 18 Preferred Stock: classification of, permitted..............cccece cece aR END tac sct acs 141 consent to, after incorporation, form for.............eeceeeees 800 exchange of for common, how authorized....... Dwiceerlooaass 141 President of Corporation (see Officers). Principal Office of Corporation: aieaasa'¥, Wriraca ve <4 Xigahlago cs b Sg gS Ie ARS AE aes ASG Se.6 ded eacdesucddan ei 5 location of, to be at principal place of business...................5 5 Privileges (see Powers). Process: foreign corporation, service upon..............05 Sis uastsieece seeseceee O2080 Property: acquiring, power Of. ..........ccccccccecccccccucecuves sev EEE ES ee. 22, foreign corporation, may acquire......... Sb dvacontiacus fabegee ace. (OO other States, acquisition in......... seeded Casters ceeeatetee Seivees net mortgaging, regulations concerning.............. iareee hae eee et . 81 transfers of, when prohibited....... LONER TA Neacanda-saaie os Lae, Add Proxy: authority for........... alee oo sed euiemas es eames oe ook eena ec: 40 by-laws, may limit, when................cc.c0005 mate WaicasteciehOe Al GENERAL INDEX. 955 Proxy (Continued): Page challenge of . ...... Oe Ua ses cre Gidea verasona gp 0st Kia evataaudnes we ewes Aer 41, 42 OaEh, LOT ORs. arcewinee niu tidaes eine eoagueeewwntas ce we 41, 42 MLM BE ORL y cxceea nial ters. eau Fax PEER oe Slee 41, 42 -inspectors may administer.............ccccceceeccceeccees 42 GUPATION 6) scice2-¥ t:6 es peeveass 4.2.54 a evendans Baa re arse wae iF oeC sory emeeaie’s 40 LOPMS LOW. 2 eye eee ES ea stata dale § Wad BARRE Y EPS T RR 758, 754 filing Of « ..cscssiacewvees SELDEN eG, woe sassy aria ouahoutsced bosd:8 Oa OS 41, 42 members of corporation, right to hold not confined to.............. 4 TEVOCATIONS~ Offi; stcueece sitqgueis ak es wae eee e ae Las ao eee 40, 41 vote upon, right to................ SS paca Sores Bik sce axecauspausvn euagencdsaieee 40 Qualifications: directors, at least two must be residents of State............... 46, 47 incorporators . .........-.06. Maik s58 ON ewRe Ee 324 os Hae ee SEES SS 6 citizens of United States, two-thirds must be................-5 6 natural persons of full age, must be......... 0... cece eee eee eee 6 residents of this State, majority must be.............. cece eee 6 exceptions in certain CaSES...... cc cece cece eee eee eens 6 president must be a directOr.......... ce eee eee eee eee eeeeeee 107 VOters. At MCCN ES: cx. ceca cide aacauia Se tak Wieden eet ais 38 DOOKS, 'CVIGENCE:.. aciecis ys ve sw riuinnwee skied eas eo Wadaeiion de aa ela sete 39 Challenge Of ve. ccacdawa is tsaca webew ne ves ae tae ta ees 41, 42 Oath, LOL: Of sccsics gcse ieayernvevasenetand ayeceres a Avnanaiwia econ eee Os a8 tee 41 PiliN SOL: sey cia eee ete ae ee es Seas name eek 41, 42 inspectors may administer...............ceee weno 41, 42 number of votes regulated.......... ccc cece ee cece eee ee eeeeene 38 Cumulative voting . 0... cle eee cece cece eee eee eeeees 38 pledgor of stock, deemed OWNEL.......... 0. cece cece cece eens ‘on 88 special elections. ......... 0. cc n cect eect e eee a seen etree neenes 44 Quorum: by-laws, when to fix..........ccceeeeeeeeeeeees SiaRe dass 34 sR OES a1 directors, majority of, constitutes............. eee eee eee ee eae 46, 47 acts of, Dind Doard..... ccc e ccc eee eeee ee ee eee eenes 46, 47 majority of a QUOrUM, POWETS Of....... 6c cece eee eee eens 61 special elections, what constitutes at...........eee esse eee cece eeeee 43 Railroads (see also Railroads, Miscellaneous Acts Relative to): abandonment of part Of ToUte..... 2... cece eee center re eeeeees 357 accommodations for transportation. ...........eeee reece te ereneees 287 accommodations to connecting r0adS.......-.-.sceeereeeeeereerereee 288 animals, unlawful transportation of, penalty.......-.-++seeeeeeeee 544 ANNUAL LEPOrts . ... eee e eee eee eee eee eee eens eeeeteereees .. 809, 310 form of to be prescribed by commissioners..........-- weneeeee B85 automatic couplers, Penal Code provision......-+--se++eererseeees 522 badges, to be worn by employes.........-seeeeeeeeee sai ine bas . 297 baggage, amount for each fare paid...........-- eGiewies eee teas 289 checks to be furnished...........0-2 eee eeeeeeceeee Jeeeia sas eee 297 connecting steamboat lineS.......-...eeeeeeeeseer ee eeees 300 injuries to baggage, pemalties........--+--seeeeeeere oe eha neni 299 unclaimed, sale of........ gietatteshianererentena: aoa eae Ghaese ee aaamen 299 proceeds Of Sale......:.csce eee eec neers eeeeeencnceceee 299, 300 956 GENERAL INDEX. Railroads (Continued): Page, bills of lading, if fictitious or false, penalty.......... svacpasttvajeiats eee. 587 board of railroad commissioners (see Railroad Commissioners). bonds, authority to issue....... sip ANG a Scan aiaHeeCe NA A NE ceeeee 257 brakes, automatic, when to be used...........- eee ee evens 304, 305, 417 brakemen, may be, policemen.......... Hhldhes eas Satan susrgmigicie »» 310 bridges for highwayS..........eeseeeeeeeenees Pawaw as wowesree OLD, 329 canals, railroads Near... 1... sce ee tee e ete e tenet eee eens seeeeee 254 supervisory power over by public works depart- TOOT Gain ces wilsused davai acapar'y ecaie reid ue'e oes ASTON Be SN Saas 254, 255, 272, 273 tracks over, change Of.......... cece cece rene nee eee neaes . 272, 278 capital stock, minimum amount Of............eeeeeeeee iecaieece 246, 247 reduction authorized when route is shortened............. sone O14 cars, disorderly conduct UPOD.........ssseeeee cena Shela Sdaisteace, DH Cattle CUAPAS; ClCis oe seis derewieeie vale pe SMa aseiais ho OK Adio 282, 283 certificate of incorporation, requisites of......... ....- seevees 246, 247 filing and recording Of.............ee005- Pisciotta (7 forms; LOL ¢ ssgeces Siu saa eies é aaeahe Bie Saae +... 860-868, 873 supplemental certificate . ............. fete Olen aes see siewarsietaes GOL Chautauqua assembly grounds, roads through prohibited.......... 266 conductors, badges to be worn DY.........seeeeee ein bro ee araveareaderey OL policemen, may be...... sew Sse tS secaualeneee sh aan Hiitengeswecigns O10 Qualifications 6 css spsmeweke ese aeeaieiewaies oss’ pape alsrarwiata weenie a) 90 common carriers, rights and liabilities as........... ey connecting roads, accommodation of........ eh a Gueie Grd eeibishes Reena ie OS railroad commissioners, when to act............ sibinie:'sieieaseeielees . 288 consent for construction of road by railroad commissioners...... 311 constitutional restriction UPOD.......... ese c cece cere eeeee seevecee 640 OXCEPUON o..cess cwescawie iat di Miedo aneeee ated atyes 642 railroad commissioners May Qrant.........ce cece cece eee e ee eee 311 refusal by, proceedings thereupon............cseeeeenee .. dll tunnels, for construction of............. ocauieirathleas hee we QT4 local authorities, consent Of .......... ccc ccc cence cee eeens » 274 property owners, consent of.............- SORE REY eee Yi 274 refusal by, proceedings thereafter.............00 274, 275 consolidation proceedings for. . 22... . cc cee cece eee cence ee eeere 324-329 certificate of, forms for.............. 00. eee sectoneesscees ST4-881 meeting fOr s jess a cidieiesanes sc sees Babe da en's bcuncisanaiimo ces oe. 326 mortgages made by consolidated railroads, foreclogure........ 329 prohibited by parallel lines................ SHG bendee ees 3 vevee B34 property vested in new corporation............ tive necateses, Clk taxation of . ............ Beets aiace bya lave Syanavareeesouaaeatoace weeeee O29 construction of steam roads............ aisiale’s Siesta mead eles sea ngage OOU beginning construction, limit of time..............0ceceaceeeee 28 consent of railroad commissioners provided for................ 811 proceedings when such consent is refused...............+. 311 constitutional provisions.................. sclaiteasse ies weeee 640-642 fences, farm crossings and cattle guards........ seceeeees 282, 288 grant of powers for........... cc ccc ce ceeeceeaeee aieialalataleonsenae, 20 penalty for failure to construct............. Geb edG Beatatereainend 258 route, when common with another road...........cseccecceees 214 GENERAL INDEX. 957 Railroads (Continued): Ek construction of steam roads (continued): Page. hee streams, highways, ete. ...... ax Magpeiguaiaid Siar eels ghavraeneinemy ae Seo aee 254 tunnels, consents fOr........ cele ccc cece cece eee eeesenceuus 274 weight Of rales: sa somes Ves casiiaenaie se saa trsinabaonaaveseranes 282 crossings, stops at, when to be made...................005- . 288, 289 damages caused by...............- WL nedts dnt eientre eee aen at tla 267 flagmen to be stationed at certain.............cecececececees 285 grade, to be avoided............ ccc ccc e cece eee eceeneeeeeaeaas 316 pipe ‘lines under, regulated............ 0. ccc ccc cece eee e ee eees 192 sign boards to be placed at.............. ccc cece cece ec ere cece 285 street crossings, manner of constructing................00ce0e 317 tramways, CrosSSingS DY......... ccc cece cece eee eee eeeeneees 188 couplers, automatic, when to be used..............ee cee 304, 3805, 418 damages caused by CrossingS............. 2. cece cee ee vc eer veces 267 ejection of passengers refusing to pay fare..............0c eee ee 293 elevated railways; see rapid transit railways, infra. emigrants, rates to, penalty for Violation...... 0... cee cece sence eee 5386 employes, badges must be worn Dy...........ccse cence cee eeeeeeee 297 intoxication of, a MisdeMeaNnor......... ccc c eee ee eee e eee e eee 521 jurisdiction of court in such CaSeS......... cece eee e eee ee 546 QUSNA CATIONS :-Of si 18 i Seca einer aeeee iad dsad ican eaiaieis ee 296, 297 wages of, liability for, if not paid by contractor.............. 281 7 engineer failing to ring bell at crossingS............ cece cee e ewe eee 521 : { f engineers, illiterate, employment of, a misdemeanor.............. 520 fare, rate of, power to fix....... 0... cece eee cece eee enee 257, 289-292 alteration by legislature........... 0. ccc cece cece cette eee eennne 291 Cable TOROBe <~ .cc-zilnine che eae ees ee eaalisinin tte eee Beale 289 extra, when, payable. « i. 04s sisieaus gee ee sieede ess ees oe See HE 400 rebate: tickets £ors.2.2: 22% weawessvess< eeorewes ees eases 400, 401 gemeral provisions. . ..... ccc eee eee eee eee e eee eeee 289, 290 mMoUntAIN TOADS). 6.4... sisieedeeeee Vi eam ReG eT Ree eh ARoee 290 New York Central Railroad..........cccc cece cece eee eeneenees 290 vt penalty when eCXCeSSIVE..... 2. ccc cece e ence cece eect eet e ere eeees 293 - refusal to pay, ejection of paSSenger......... cece cee ee ee eeee 293 short roads, not in CitieS......... eee ccc cece tee eee eee eeeenee 290 sleeping and parlor cars, extra fare UPON.........---+-++ee+ee- 295 summer roads, Maximum fare UPOD.......-...ceee ere ee ce eeee 279 PONCES), CLO ono. sie kadisomee Fs Aa BH REE oboe Fe uleremEe Fea eo eee em 282 barbed wire, use of regulated.......... ccc cece cece cece ene n eens 282 ferries in New York harbor, operation Of..........6.e2+ eeeeeeees 308 flagmen at CLOSSINGS.........- cee cc cece teense ener ence eneneeneens 285 foreclosure sale, mortgagee May purchase At.......-seeeeeceereere 335 certificates of stock may issue after.......----ee eee eeeeeeeees 335 liabilities of reorganized corporation........ iicdre atte. Desay everencntatets 335 foreign countries, formed for operation in..............- serawede 276 additional powers of........ plies aaeeeae® ner rr 276, 277 certificate of incorporation, form for......-....+eeeeeeeeeeeeee 873 location of principal office....... Mat Mat Ea hese eS 278 foreign railroads, DOWeTS Of........:sceeee een eee e rece enteeees «.- 830 958 GENERAL INDEX. Railroads (Continued): Page, forfeiture of Corporate POWETS........ cece cee tee eee e eee eens 258 expenditure of ten per cent required.......... cece eee eee ee eens 258 freight trains, riding UPOD...... 6.6... cece eect e eee e eee e eens 523 freight, unclaimed, sale Of............ cece cece cece eect eeeeeeees 299 game, transportation of, when prohibited................00.. 242, 243 general corporation law, provisions of, applicable to.............. 2 eradé, change Of. i542 dcswes cvs sous ceaewees eres moueuees sveeE ey 271, 272 SLAME -CLOSSINES, SUOPS Ati ss ce cwiscededy 58594 CaS ee eee eee Eads 288 construction of, to be aVOided....... Lecce cece cette eet 316 railroad commissioners may regulate.............eeceeeee 288, 289 Watcha, at) vc ssetediassdexe sareeeae s ou sei HOE EA taae 288, 289 guard posts, erection Of........... cece cece e eee e eee eee eens 304, 522 highways, ‘intersection Of.. <0: 03 sdead sess csi naseoeen ee cere oie 267 PEStOLATION OL. i.e) e Binding. dad aa Acar etse Tose catiantinecasaes Dae ba tacos 267 Indian lands, acquisition Of .i....sc0ce00 cee 26s seweewees Bedi veweee 266 intersection of other railroads.......... ccc ccc eee eee ener eees 270 additional lands for intersection of highways................. 267 intoxication, persons addicted to, not to be employed......... 243, 244 lands, acquisition by condemnation (see Condemnation Law). State lands, acquisition Of....... 0... . cece eee eee eee eee eens 265 lease of road, when authorized........... ccc cece eee eee eeeees 331 parallel lines not to be leased........ cece cece cece e ena .. 334 proceedings to authorize lease........ cece cece cee eees 381, 332 POTS “LOPS 5:2 neces eee s aA aage oes ASAT eas 881, 882 surrender of stock to lesse@........ cc cece eee reece wees. 888, 884 liability of railroads as common CArTieYS...........cc cece eee eee 302 wages of employe of contractor, liability for.............ceees 281 mails; ‘Conveyance: (Of noses oaas phases yes 44 eeIReERe ES eae eS 309 MOPIBALE DY Sos. asad tereecesGASo wiale e eieeeeee® woh hie lb deca loa Gas .. 257, 258 obstructing CATS UPOD........... ccc c eee ceceeeeeees AEAA CREO T STOR 539 operation Of SUMMEY TOAdS.......... eke ccc ee eee ence eaeees sesntes 219 parallel lines, lease or consolidation of prohibited............e000- 384 parks, use of prohibited........... 0... c cece cece eect e eee neeeen 361, 432 passengers, ejectment of, force may be used............ceeeeeeree 516 passenger cars, construction Of...........cceeccccueeeceecceeeeees 522 heating apparatus, regulations..............ccccs ecu ceeseeeeeuses 522 placing in front of freight car a misdemeanor..............00% 539 COOIS INS, 6 5.15 waists serene be AG sede Baueeleeec es aaleness aibigeane ees 304, 305 platform, riding upon forbidden................cccesseeecccaceces 306 policemen, conductor and brakeman may be...........ceeeceeeeee 310 powers, ‘general. «2.5 assess bets eeclcncsaw cee oid Sante she auls ta eve sevens 252-258 acquisition of real property............ccecceeeeccees patente 252 condemnation proceedings authorized..............6+ 268, 264 borrowing money, etc...........cccceeeee eens Jedihbeseiet eet 257, 258 buildings, etc., to evect........ ccc cece cece cence eceacececnceecs 256 forfeiture, if road is not constructed...........2.e0eee% aravaeians . 258 foreign railroads, ...........cccccceececeeaees Davavels deaveistaeintarire 330 highways, intersection of..............ccceeeecves arse emo 267 Indian lands, acquisition Of..........cccccecececaececceccaees 266 GENERAL INDEX. 959 Railroads (Continued): SES oe powers, general (continued): Page. intersection of other railroads............cccccceseecccccecees 255 CANAISS «sw a seanemeire ny RRA WHORE BS ACE bois died aie dae ace 254 WIRD WAY Sia cece 2: lil aesoe cone: asteanar meinen ecoua dee oh awe aegis vive eletete 254 DIAUKCPOAGS:. cise Git ca sainen eaneneeheld scteinnimientatie’s boat 254 BUILEAIMNS. os oi coi eartnuiede se eemanaaw sr eeatule weda ean ce bianca 254 GUT DU OS fo 8 sce cceiesd teres sais aadisedesal 2 aden rtoarneayelninnd .aaseaneuewieely 254 public lands, acquisition of............... ccc cece ee cease 265, 266 purchase of lands and stock in other states................00. 257 real property, acquisition Of.......... 0. cece ee cc eee eeeeeene 252 condemnation, may be taken by................ cee ee 2638, 264 survey, entry upon lands for......... cece ccc ec eens 252 transportation of persons and property.............ec cece eee 256 transportation of persons and property, time and manner to POR ULACES: sob sacdientetena taza varedioiine 20 wenden eee ae ets accion mantamaees 257 property, interfering with, unlawful................. cece eee eens 548 railroad commissioners (see page 963). rapid transit, steam railways (see, also, Rapid Transit Railways in Cities of over 1,000,000 Inhabitants). abandonment of portion of route............. cece eee eee eee 402 APPLICA OM LOK. aise. scckeeis-as sae reaeis Pe RA aicantrane eat Par esd eee te Baas 363 certificate, commissioners to deliver........... csc cee eee cence 370 ‘atidavit: Of GiIFCCLONSs, sgiise sacncieeccune s Ses nsigiearaeveauenenes 3 370 commissioners, appointment Of. ......... 0. ccc eee e eee eens 363 PROM 0 Go -s5 o aneradvovacssancpaxezore seamesecensse uaciice, Sonew one aan taeneunaiauceaiesi ae 364 COMPeCNSAtiON Of; x, 6. 6 cw eieciennda saaeda ed arndew enwed ees 373 first meeting Of: gsa0 ks wowsinncinae eee oaacuraeeeee es Leeies 364 new Commissioners: . «isis vccswiricws eves seers awnwnes 374-378 DO WOLS) OL so cscs io5y sce said ne trace coun aveuaard taco card esa sa coy ateriuare esece 374-378 OAth Of; oo: ay aesideaisiees eye clgee Miata atin Ma asi aan aae Mew 364 QUOLUMNS «ad austawandins tees ousveni pred suinuuemenewrnieeeaay 374 report, confirmation Of........... ccc cece cece e eee eens 372 PUTS Of isse og: sevesiaca ein ts wae uvetaere sire wmiececnsomearen eee a6 372, 373 TEMOV Al! Ofc eo gccuoew ss ererdanguenGede dea anne ensw aes ee Weare 374 term of office...........0.e000e Reha ke@avmaceaeGen s ese wis 374 VACATCIOS cescce a 4. aad ddectd ates Oe he SAM NORORENE LESS CERES 374 construction of road, when to be completed................055 366 damages, appraisal Of ......... cc cece cece e center nee ee nens 367 deposit of securities for........ 0.6 c cece eee e eee rene eee eee 367 increase of, when and how required............-..54. 379 determination of necessity of road..........eeeeeee eee ences 364 directors, election Of. 2.0.00... cece cece eee tect e teen nee eens 369 fare, rate Of... cece cee cece cece cere eect ene n ee eeeeeeseennes 366 franchises, proviso as to forfeiture...........eseeeee eee eens 369 gates on cars. ...... os ia saepiinestalucde acsotenspieepargiaatsh an eacavesearesaainns 380 posting of section relative tO.......... eee eee eee e ee eeeee 380 hours of labor. ............+. 5, sucks vies ash cayatsncueie des os octave ceees 424 incorporation, certificate Of........ cece cence eee cece ener eeeees 369 organization, meeting for. ......... eee eee e cree teen e nee e eens 369 penalty for violation of article...........ce eee eee cence ee eeeee 380 posting of section relative to...... isisigtardsgrerd anensardravenavoveltie ao . 380 960 GENERAL INDEX. Railroads (Continued): < : rapid transit, steam railways (continued): Page. plans for COMStrUCTION......... cece eee eee reece eee teen ene 366 AAUODLON. Of; Hawcsosameccwde yes sci MON te Ts eases ced 366 delivery: Of PIANS s..vesnacse ss sieaswes ones ea as.s Danone ged 372 powers, grant Of. 0.0... cece eee e erence eect e cere ena eeeneeees 370 route, determination Of. .......... 0. eee e cece cere rete teen eee 364 abandonment Of... 1... cee c eee eee e enn eee obser eeaced 374-379 Portion: Offs 4.2 scene dy oxewwermane Ves; o0 gercaMay eyes 402 coinciding with amother.......... ccc eee e cece teeter eee ees 371 crossing horse railroad track............eeeeee GOD aR 371 location of, exceptions relative to........... bakers 364, 365 stops, trains must come to full StOP......... ec ee eee ee eee eee 379 posting of section relative to... .... eee cece cece eee enue ee 380 wages, cash payMent Of....... cece cece eee eee een tee ees 425 real property, acquisition Of....... 2... cece eee eee ee eens 268, 264 reports to railroad commissioners............. cece eee eee 309, 310 restoration of streams, highways, eCt@........ cc cee cee eect eee eens 267 restriction upon construction of new road...............006.. 311, 312 Tights AS COMMON CAFTieLS........ eee ee cee eee eee ee te eees 302 route; Jocation. Ofssscsevaiswaes is eg atauvess Howe eves doa eenlne 260, 261 proceedings 00... . ccswia tessa caw oe vets 4 tho Rees 260, 261 LOLIIS: LOM se, 4s aiearinsesseinad & & aversuouncens Wd a9 v- eutva Aeateunanavanences 866, 871 route, change Of.............ccceeeeeee ieee Geers sShinidoasgeantsiare 271, 272 route, location of part in adjoining stateS............ see cece eee 2738 route, location, if partly the same two roadS..........-ccceeeeeeee 274 safeguards, authority to USC.......... cece eee cece eee eceeeees 304, 305 signals to protect EMpPlOyes.......... cece cece eee cette een aeeees 304 sleeping and parlor CAars....... cece cece cece tenn eeseeannes 295, 296 stations, discontinuance Of....... 0... cece cece eee reece enees 287 names of, regulated..............c0eeees ariseyasavendiseci nae oC Gaaeeens 287 steamboats, connecting, tickets and checks for............. .. 800, 301 stoves and furnaces, use of forbidden............ccceeeeeeeee 305, 306 exception relative to dining Cars............cceeeeneeeees 305, 306 SLPEAIMNS; TEStOFATION. Of 66 cicccausee cade Avedon as Jia eaeaunutees 267 | Streets; TestoratiOn: : OL: ssc gawsGavess os Hadaaes ves evans Hewes ewe 267 fits street: SULLACE TAIITOAMS, ..ccccnie vx asi eewersas S41 94 SONS OOS SReNe 337 abandonment of part of route.......... cece eee cence eeeenees 357 application of act tO........ ccc ec ccc cece cence eeseeeeees 8387 ii ii bonds, guarantee OB arsine So along panes av coe se HS esEMCD 355, 356 = bridges; Wi86! Of) Dy sacutvane soe vs Aenea shes 44 Fame 355, 362 Construction Of TOAd....... ccc cece cece cece nec eseneteuces 337, 338 consent of local authorities..............cceeeeeees ... 339-841 conditions in large cities........ soxe sande .. 348-847, 350 percentage of gross receipts may be required.......... 350 proceedings to obtain..............ccceeeceeenees 341, 342 LOLMIS LOR, os. oa cahenereseters visas iaeeeaie ees wee.» 885, 887 property owners, consent Of...........0ceee08 spanvaeen Boo failure to obtain, proceedings thereafter.........- 348 LOFMS: LOM ooo 3iah 2 Weewakwee asics ee ieeeses 826-827 failure to complete road............e.e0.00% 258, 259, 359, 360 GENERAL INDEX. 961 Railroads (Continued): street surface railroads — construction of road (continued): Page. Timait:Of ite MROO oscar ewes vac spawns oes cAdaruaeedwad ee 353 parks and public grounds..............c.cecce eee eeeeeees 361 street in which another road runs.................eceeeeee 352 dissolution, effect upon consents to construct............. 358, 359 expiration of consents for construction................00e0ee0e 353 extension Of TOUTE. ......... ccc cece een cece eee sacaeans 337-341 local authorities, consent Of...............ccc eee eeeeee 339-342 conditions in large cities..................0.- 343-347, 350 proceedings to obtain.............. ccc cece ee cues 341, 342 POTS: LOPE 2a se iss wind ee eee Ganon des aa angmnomeae 884-886 property owners, consent Of............ cece eee cere eee nes 339 non-consent of, proceedings in such case.............. 348 FOIMS FOP. ays seewew st heer ey sees ea eewaia Teese 883 Vivers, extending OVELr........ cece eee cence neeesescccece 351 extension heretofore made, operation of............ 408, 409, 421 failure to complete road, effect of........... 2. cece eee eee 359, 360 ferries, may connect With........... cece eee eee eee eee 355, 356 TYATICHISG,. SAIC MOL waicosetassec 6.56 Scarecsvaraceiaan amarante aia aisene walneal 343-347 guarantee Of DGOS: « ssicieccceais as «gis tieeeaiere ss eee wnaeeoaanee e's 355, 356 hours of labor UpoDs cose vss sa spasen ass ss sa eaeeewees << 423, 424 ice and snow, removal Of............ cece cee eee c eee eeene 352 JERSE: OF TOA: ninccitreenekite cawadiwtds kai waoediute tains 331 local authorities, expiration of consents from...............4. 353 motive power and change Of.............:ecs cece eeneee 358, 354 property owners, expiration of consents from................ 352 rails, center-bearing not to be uSed...........seee cee eeesenseee 361 Tate Of ‘farsi ss sues s ss ie ewes ss erineeRee eee 354, 358 route, extension of (see Extension of Route). Sand Of. tIACKS), USE Of sic. sevice eewea sce wan ae niin ees a enews 361 streets, Tepalr Of. o:cecucc ns os a eciuienees oe ear daeewen ys sarmaees 352 tracks of other roads, use Of............ ccc ceceecencennee 352, 355 crossing Of, Dy DEW TOAd........ cece cece cece erence eee 355 stock corporation law, provisions of applicable to................. $1 summer roads, additional provisions.............c.ceeeeeeeee 308, 309 operation of, months designated...........cccceeeccceeeeecues 279 TACOS OL FALE: UPON wr scaresetess coscioseu die de sawn Sade ees 279 supervision of roads near canals............eeeeeeee 254, 255, 272, 273 surrender of stock of leased road.........cccecescecseeneeees 333, 334 SWILCHES). 66s aw sh aie eeieeive sy eens aes ee ae ea ees wee. 304 tickets, forgery of, pemalty.......... ccc eee eee erence teeeeeaees 526 tickets, sale of by unauthorized agents..... lc atanerefalscn het d55 Avene 532-535 tickets, statements to be printed thereon...........0.sceeeceeeeces 535 thistles::to' be: Citi: assesses ss sasawreenn v4 scarneereed s adsense oes 306 tracks, individuals may build and operate...............0ceceeees 278 INJULIES! LOr TACKS iii 00.5 sossanarnviaye wk vic sis Geeea ans Lies we Geaeneteces gee 539 walking upon forbidden............ aibleraeaS 6s Sa ayetenees t o55 306 traffic, exchange Of ..........ccccccceececccecceseesseseuevecs 270, 271 tunnels, construction Of ..... 0... ccc cece esc e ese e cee eeeeenes 274-276 lighting and ventilation Of...........cccecceceeeeesceeees 403-405 61 962 GENERAL INDEX. Railroads (Continued): Page. uniform to be worn by eMployes....... ese e eee e cere renee SB tM 523 wages of employe of contractor, liability for......... Bia discrete 281 cash and weekly payMents........ccccce sees eee e cece eneeeeene 425 watchman at grade CroSSiNgS.........eeee resect eee eee e ee eaee 288, 289 waters, acquisition Of........... ec cece ee eee eee eee eet eens 263, 264 weight Of rail... . 6. cece cee eee eee eee eee tenet e tenn eenens Railroads, Miscellaneous Acts Relative to: automatic couplers, USC Of....... 6c cece ee eee eee eee eee eeeee 418, 419 gui air brakes, et., USC Of..... ccc cee eee eee ete eee een nee 417, AVR anne baggage unclaimed, sale Of..........- esse eee ence eter e eet eens 299 bonds of railroads, to make non-negotiable. ......... csc ceeeeereee 430 bonded indebtedness, increase Of ......... cece eee ence eee ees 401, 402 canals and feeders, supervision of roads near.............+-. 254, 255 canals, corporations owning may operate railroad................ 398 cemetery lands, roads through prohibited..............-..405 392, 393 conditional sale of personal property, filing of................ 429, 48h corpses, transportation Of ....... 6... eee eee ener erent nee ee eeeee 420 country roads, railroads upon, restrictions..............- asters .. 401 flat or grooved rail to be used.............-. § aiaveusiieuamiotreide anon 401 paving between tracksS........ 0. cece cece eee eee eee wanninw we. 401 crossing highways, consent of CommMiSSionerS.........+eeeeeeeeees 392 depots, lands held for not to be crossed by streets..... seeieceease 413, 414 election of directors, time, change of, in certain cases............. 398 elevated railways, abandonment of portion of route..........+.05. 402 elevated railroads, to facilitate travel UPON......... cece eee ee eeeee 422 equipment and rolling stock, conditional sale of...............56- 429 fare, extra, when payable......... cc cece ee eee e ere eeee seers 400, 401 PEDATE TICIEES: LOB iiieieec th ce ccue ina bs ood te wad dena beas 400, 401 forest lands, precautions against fire..............00 00. Duce aca 416 game, transportation Of .......... 0. cece cece cee cette eee eees 242, 2438 gauze, Change Of) ss .ag2ssssaneae dee nes aaacwsewad os eeea as ... 401, 402 intersectionS and CroSSiNgS........... cece cece cece eee eenes 414, 415 highway and street CroSSingS............. ccc eee cece eee eenee 414, 415 hours of labor to constitute a day............cee eee e eee 4238, 424, 425 immigrants, protection Of........... ec cece eee erence n een eeeee 394-396 liens upon railroads for labor...........ccc ccc ee eee sete en ceeeees 428 liquors, sale of by COMMON CarrierS.......... cece cece cence ee eeene 248 Madison avenue, New York city, railroads upon.............0000+ 406 milk cans, regulations Concerning..............cceee eee e eee eeeees 400 mortgage by railroads, filing of............ 0.0 cee ccc ee ee eeeees 82, 83 municipal taxes payable to county treasurer...........0000008 409, 410 New York city, construction of railroads in regulated............. 397 Oils, regulations Concerming............ ccc eee e cece eee eeeeeeneenes 399 parades not to interfere with trains..............cccceseeereeeees 397 parks, railways in and near..............ecceeccceceees ceees 406, 408 parks in New York city, use of.............0000 mead ccdaetaaasee $28 Railroads (Miscellaneous Acts): streets, use of certain, prohibited................ a aha etaravereleue iareceeove 422 streets and highways across railroad trackS........ccsececceeves 898 TrPbeRD GENERAL INDEX. 963 Railroads — Miscellaneous Acts (Continued): Page. tramps, punishment of..................... ScgpWex et oes tetoweuies s 399 tunnels, lighting and ventilation of............ccccceeeeee eens 403-405 wages, cash payment Of ......... ccc ccc cece eee eee cereeenevers 425 Railroad Commissioners: abandonment of route, approval by board...............0005 veces ODT accidents, investigation Of........... cece cc cece cece reece nceeee 386 Accountant, CUBES Of. cas Seensee ies os cateete sa a5 OME eee es 383 additional accommodations by railroads, duty relative to.... 386, 387 annual report of DOard............ eee eee cece eee e eee e eee eeeees 389 application of the law..... ss aeallniessied i $0 assay Gr areage Woh hd pet hana aatoANs er ecata.s 391 appointment of DOard........ eee ccc eee cece c eee eeees 381, 382 award of prizes by board for improved appliances................ 391 clerical force, appointment Of............ cee cece e eee ee eee 383° connecting roads, powers respecting accommodations............ 288 construction of new road, consent for........... ee eee eee eee ee eee 311 discontinuance of stations, consent for............ cece eee eee eee 287 eligibility of officers of board.......... ccc cee eect ee eee renee 383 engineers, appointment Of............ cece cece ee cece eee cern eee 383 evidence, copies certified by board, may be used as................ 389 fees to be collected by the board.......... cc. ccc eee e eee e eee eeeeee 388 freight rates, change Of......... cc cee cece cece cece eee erences 386, 387 information to be furnished by railroads................ cee e eens 388 inspector, duties of................085 AMGieows TEES Es SAN Gees SESE 383 marshal, appointment of............. Sines nbauaesttue- a aeeoateausauseunie se: eenee 382 M CCN SSHOL o/c 5 Mey etA eee eee s Vee Emenee sek ranean eRe 383 misconduct Of. c:6& dos ssesnbeesees ei sencewene cases weiddounss sae 20 Oath, Of OMCOsccsees sss 535 caleade eyes see. sav ease ahadaewreces .- 883 passenger rates, change Of.......... cece cece cece eee e cc eteene 386, 387 powers and duties of, generally............ cece cece cece eee ee eee 384 principal office of board........... SA wee eee vas SHORE ee rae de BOO prohibited acts by board or ClerKS...........ccceceecceeeeeece 389, 390 QUOLUE Of DORAL wis. ess: sdck;erscsi odie clan Ee Sve Diva WORN Da Mraldlaue ane aro ase eee 384 recommendations of DoOard......... ccc cece cece eee e ec eeeeeene 386, 387 enforcement of... .........+65 pea Patinwese sesh 4 wie ae Pees 387 repairs, duty relative to......... Boia A deaparaheasaniuers sane dilnaisc aa 386, 387 reports of railroads, to prescribe form Of............ cece s eee eens 385 reports to be filed by State engineer (repealed).................65 406 safeguards, approval Of.......... ccc cee ee eee eeneene Saeeeee ss seeee 805 salaries and expense of board...........lececceeeerercene EERE Oe 390 assessed upon railroads.......... ccc cece eect e eer eerences 390, 391 secretary, appointment, powers and GutieS............eceeecceaee 382 stations, may consent to discontinuance Of...........2seeeeeee +e. 287 subpoenas, issue Of, by Doard.......... ccc ee cree e cece eens eeeenees 388 Suspension from OffiCe.........-.. eee c cece e ee eeencs Sectors Ga aanes 382 Teri: Of: O1ICE: 4a... ecoedd ce basa es os dee mas De aeGe eee se ss 381, 382 unlawful OfferS tO... .. sce cece cece cere teen cece rena eee teteeneneee 520 violations of law, duty relative to........... ijiwaseseteaneee . 386 witness before the board, fees Of,..-,.creererereceaerrreeseereces B09 964 GENERAL INDEX. Railroad Law, The (see Railroads): Page, application of, to previous CorporatioNS..........eeeeeeereeeaee 59, 60 Rapid Transit Railways in Cities of over 1,000,000 Inhabitants: act for construction, operation and regulation of............. 431-487 Real Property (see also Property): acquisition by condemnation (see Condemnation of Real Property). Receivers (see Dissolution and Receivers). Reduction of Number of Directors (see Directors). Reduction of Capital Stock (see Capital Stock). Reincorporation of Existing Corporations: business corporations, proceedings fOr..........seecereeeeseeeeene 166 qualifications of incorporators, exceptions in such cases.......... 6 Reorganization: corporation formed after foreclOSULe...... 6. eee eee e ee ence eee ones 88 proceedings for organmization...........cceeeeeeree ee eneeees 88-93 certificate, form POF. ...... 6. cence scene acne scerereetsewenees 7719 Reports (see Annual Reports). Residents of State: directors, at least two MUST De... . cece cece eee cece eee eee 46, 47 incorporators, ODE MUSt DC....... ce cece eee eee eee e teen eeene 6 qualifications generally. . . 1 ccc. cece eee eee een enes 6 exceptions in Certain CASES........ cece cece e eee cen nennes 6 Revival of Corporation: COUT UNE Y! OLMOL sic ceciccleseienin sido win Weis eaholer ais aise b tad lade letafons ace i gue eer e rene 55 Rights Accrued: amended certificate does not prejudice.......... cc cece eee t eee evens 16 repeals of laws does not affect......... cc cece eee c cence ueeeeens 58, 59 Sale of Franchise and Property: authority LOMs. 6c wy gereewdinceses aces Voasweiaeeeweendenseeeeeuss 128 consent of two-thirds of stock required...............eeeeeee 128, 124 domestic corporations only, May purchase..........cececceeeeveee 123 dissenting stockholders, remedy Of...........-.scseeeeeeenes 128, 124 appraisal of stock Ofc eds sexvis saws see sacs eas eewewunes 128, 124 supreme court, powers relative tO........ cesses ceeenceeeers 123, 124 Saving Clause: repeals, CM ectiObss wd vos das sca ceteienaaiegineee iis enw aes eee 58 liabilities, not affected Dy.......... cc cece eee ccc ceeeneeeeeeee 58 rights, not affected Dy.......... cece ccccncecccvccces wiauangye obateaste 58 Seal: power to: have and alters cocci ssscccwesesscawmeedeawias s enenadeasts 11 private seal, use of authorized............ cece cccecccevccccceneees 650 GENERAL INDEX. 965 Secretary of Corporation (see Officers). Secretary of State: Page. certificates filed and recorded in office Of.........0.ccccccececeeee 7 copy certified by, filable in county clerk’s office.............2.0.4. 7 evidence in court, may be used for..........ccccccceccece 17, 18 fees, payable to in advance......... cece ccc ccc cccccccecuuceece 7 transmission of, information relative to..............cs00c00e 79 Shares: number and par value of, may be changed..............0..ese000e 155 Proceedings OP 6 sess cae wuhte a'es a kd ees eles e hoe 155, 156 Certificate, FOrM Of ssciscs cscs cease ececeeuceenbawueevvecs 801 Sleeping Cars (see Railroads). Special Elections (see Elections). Stage Coach Corporations: certificate of incorporation, requisites Of..............ccee cee eens 186 filing and recording. ............ ccc cece cece eee n eee ceeeeeees 7 Tees Payable POP. wees vine sae dae waeiee ed awWeadsianse ses awe 830 POTM TOPs sh ca ieiene so eueeees Wes ssp dmenee es cx damm beneees Hes 36% 829 classified as stock CorporationS............. ccc cece ccc cceececeeee 3 general corporation law, provisions of applicable to............... 2 New York city, exception relative to............ cece cee cece cee ees 186 powers, additional, grant Of........... cc cece cence eee cece eeneees 187 route, alteration or exteDSiON.......... ccc cece cece eee eee eenees 186 COTTINCRIOIOL? Gini wos t ihe4 OMe eae eee 186, 187 POPM TOPS sw wad kee ee jee eae ea dslenavanee yw eadss Gens 830 stock corporation law, provisions of applicable to................. 81 Statement to Stockholders: account of assets and liabilities........... 0c cece cee eter eee 149 treasurer of corporation, when to furnish.................... 149 refusal. DY; DONMALCY ie 6.5 2s eaieed ese .4-8 eee dus onia ng te-8 e008 Geeceresious 149 time to make, how extended..........cccs cece ccc ese cece eee eeeees 149 State Constitution (see Constitutional Law). State Taxation (see also Taxation): act relative to annual taxX....... cc cece cece cece eee eee 663-728 organization. tax... << saienwesssass dieouns siden eawenende esi se onde 73 tax upon foreign corporations for license.........-.....eeeees 76, 77 . Statutory Construction Law (see also Construction of Statutes): application Of ACbs si sccccseiee sc eesetwnss cota Kadewer neve ss wens 648 PLOVISIONS, Of oc. 65sec 5.0.4 saettisee EV Es 65 Shea oe oe Valea eee ee 6 68 648-662 Statutes Repealed: schedules Off « 6c ses ss sciseanoe ee eee viewecde dees 62-72, 233-235, 662, 732 Stay of Proceedings: actions collusively brought. ...........ccsccccenecersecseeeseesnes 46 966 GENERAL INDEX. Steamboats (see also Navigation Corporations): Page. connection of railroads With......... cc ccc eee ee eet eens 300-302 operation of, by railroads in foreign countries................ 276, 277 Steam Corporations (see Business Corporations). Stock (see also Capital Stock): acquisition of, in other corporationsS.......... cc cece ence eee enee 125 ponds, convertible into, when tO De........ cece cece cee ence eens 81, 82 certificates, to represent OWnerSNIP....... eee cece eee eee eee eee 125 forgery of certificates, pemalty.......... cece cece ee eee eeee 524 forms for CertifiCatess«:.24.sccecaevees cea mewesina eo ¥s bis 793, 799 ISSUE Of COTHACALES 2.6. ccs winweiee acs eG beeen ade Meh bd cedars 125 fraudulent issue, pemalty....... 0c. cece cece eee eens 526, 527 loss of, issue of new certificate..... 0... . cece eee eee eee 148, 149 proceedings in SUCH CASE....... cece eee eee ee ee nent eens 148, 149 classification of common and preferred, how provided for........ 141 consideration: for Issue: Of .ss6 6 dsineg css esis Paine eaedae aoe evecare 134 money, labor or property may be received for....... sudisemeties 134 increase or reduction Of........ 0. cece cece ccc e cette eee eeeenees 138-140 CCFINCALE: tO: DE “HED cies ae cones sin eo eee Seren dieamede 140, 141 fFOrM, LOM, «vee seig ns tees kh Koeae eee esa ala newausmes adres 795 meeting of stockholders to authorize.............. cece 189, 140 TIGLICE 10 “DE. PIVEN. o's ok ecaiaiaceauscdis 2.0/5 2.4. Qblclantibe Beeler oe 189 POUT OD oon etn taatdron wise aes ea Oeriaheieh ESOS 197 number of shares, change Of........... sce e cece cece cceeetrens 155 certificate to be filed. .... 0... ccc cece ee een cet eensseveens 155 if OPIN - LOT 5 o.- as" Paveiaasin ies dnane cam vsvasteva cen re apavnlatnenaaelansn ween 801 ownership of, in other Corporation.............ccceeeeeeee oe 125, 126 authority to acquire, how provided for.............0ee008 125, 126 par, not to be less than........... cece cece cece cece ee seceneveeres 134 payment, when made, liability to cease........ sib An tacos antes ge cet 151 exception in case of full liability business corporation........ 168 exception as to wages of employes.............. sAcdaae Salata . 151, 152 preferred, classification of permitted............. Asatiausselets Cosataesaa a cavers 141 exchange of, for common, how authorized........... Sitiscwwes LAL quorum, amount to constitue............ ccc c eee eines starve OL by-laws may regulate................. esha eae Sues at suahaduore secSdeetuuns 21 subscriptions for, time of payment............. nwnnicsen tanned 136 forfeiture for non-payment............. WieGitnat eaten aa ete costars 136 reissue in such Case.............0005 oe ewe we waits 30's 136 form of subscription................. Sele eraae sarbuadhcoretia webeenaduageis 794 transfer of, regulations concerning..... a hee Meanie aes eee awe 125 demand for transfer, form Of............ccceceececececcoucnes 794 entry to be made in stock booK...........ccccecceeeeeeeees ... 113 FOUN OF ATANSLOR. waiseidage oes 644.8 ddd boca se ivlnbiuaaweone dev aeees 794 insolvency, transfer in contemplation of, prohibited.......... 142 stockholder indebted to corporation, transfer by, how TESUriCleds. 2. 4. asiae a vi ys dvee hanes Stock Book: GENERAL INDEX. 967 Stock Book (Continued): Page evidence, presumptive, to be........ 0... cece cece e ees Wteiaasie ceasieens 113 extracts from, to be permitted ......... 0 cece cece ccc ccevccuveces 113 penalty for refusing................ ee ee oe ee 113 LOTMA LON: 5, 0) se eemtncais cairgawene ra 4oie wudesaascesensciaa's neo dislah matarecncasdlodene 187 Stock Certificates (see Stock). Stock Corporations: Classification: Of. « 5 s-qossdi-vews de eicuinwcacaneabuewahearnvwuoswdw eax 3 COTA TEOD 03.5 gcse Sato idepetarcoannrdantarmana Amieae dameeecr ae oacea veh 4 office of, where to be located............. ccc cece eee eeveveacaueees 5 Stock Corporation Law: construing, rule relative to.......... 0... ccc cece eet e ce eeenne 59, 60 fe PLOVISIONS Of 2.5, = ties wie sivs vie scale iaayars wasunadueulsocice weernaaaaarernowarens 80-159 application of, to other laWS........... ccc ccc cece ene eee eeeees 81 Stockholders: administrators, etc., not liable aS........ 0c. eee e ee ee eee eee 151, 152 accounting to, for prohibited transfers of property........... 142, 143 by-laws, power tO MAKe....... eee cece eee cnet ne eenes 21, 46, 47 GIPECtOTS: tO: Die ncenwngeenccacyeewaea we Ca eenibnrsisaseny J aaeeanddias 99 financial statement, when entitled to............. ccc cece eee ee eee 149 Liability, WHEN, tO CEASE occ ioc .icsin ciccese eso 4:4 :eveneie ing db apererd ac dogsbio wi dua ieeeveve 151 exception in favor of employes............... eee eee eee 151, 152 exception in full liability business corporations............... 168 limitations UPONs «ai asstcoeas eevee seesaw eeesd HadeNsww eee 154 TORS, LO 5. PRO DUD TCC assed sce day ena yescacedcepavaucesa oxnen vous yend Pantie astnonoumaade uedeotsese 106 misnomer, not available in actions against................... 563, 620 mortgage debt, payment during foreclosure...............20eeeeee 147 names of, to be entered on stock DOOK........... ccc eee eee eee eee 113 inspection of, by stockholders and judgment creditors........ 113 pledgors of stock, liable as stockholders.................0065 151, 152 A preference of, over other creditors, prohibited.................... 142 # property transfers to, prohibition of certain....................0- 142 quorum, number to constitute...... 00... cee cece cee ee tee ewes 21 by-laws May Teculate:. scccsecccs vansaena mena ndnwiwewne geese 21 remedy; for false: TepOrt.s.c..d.0 oe. eke ede eden Tae eGR EEE 121 transfer of stock by, when indebted to corporation................ 107 voting by (see Vote). Subscribers (see also Certificate of Incorporation): name in prospectus, inserting without authority, a misdemeanor.. 527 Penal Code provisions concerning fraudulent subscriptions....... 527 Subscriptions to Stock: additional subscriptions, after incorporation, directors may TO COL VG as asaarcdiees oiear eer ersuolaihidpentaair ar nave Movaderaceeatech Saanavelereveleeaes steeacwrer dio 132 ten per cent payable in cash in certain caseS..............0065 132 forfeiture for non-payMent........... cece cece e cette eee eee ennee 136 payments upon, time of, general provisions relative to........ wee. 186 money, labor or property may be received for........ iacslan gains 134 968 GENERAL INDEX. Subscriptions to Stock (Continued): Page, pipe line corporations, amount for each mile of line..............., 189 railroads, amount for each mile Of road...... ec eee eee eer cece eeees 246 turnpike, plank-road and bridge corporations, amount required, 215, 216 water-works corporations, percentage required........... ++e. 205, 206 Succession: period of, for specified term. .........c eee e cece eee eee e eens scataiors' gt esa 21 perpetual, when to be. ....... cee cece ee eee renee tence ee eees See ees ai Tight of, Conferred... 0... cece cece eee eee eee eens eens au beanecaonatcet 21 Summons: criminal proceedings against Corporations. .........seeeeeereeeeene 547 TOVINAOT ao Swavaveew sad exaoeemT iene! os SEG SeeGee yp oe g sia Hearsraieiavenn Tats 548 BELVICE OF: 5. whiicsos Baadeomowens a¢ MeO Re ae e446 a6 Gestlwuiagnes se 548 Supplemental Certificates (see Certificate of Incorporation). Supreme Court: actions collusively brought stayed DY..........e cece cence er ennes 46 corporate property mortgaged, may direct sale Of.............0ee. . 92 financial statement to stockholders, extending time to make....... 149 lost certificate Of StOCK.... cc cece ec cee eee eee eee e ee nenees eee 148 application for relief.......... 0... cece eee Say aysnecahobolelarnlalatavees 148 order for new certificate.............. cece insane ndaaii 6 148 bond to be ZiVeN.. ..... 0.2 sssawerse cues sosieemeswes wows 148 new election, May Order......... cece eee eee wee aS eaemnanoaieunmiaras 44 powers, respecting elections........... ccc cece eee ete eee enees . 44 revival of corporation by in certain CaS@S...... 0... cece eee eee 55 Taxation of Corporations: annual “Dy UG: State ics x ccscaagsesery iv a Vee mega 8 o are iertneedtietaiwnain 708-726 payable by certain domestic and foreign corporations..... 703, 704 exemption of manufacturing and mining companies..... . 11 consolidation of corporations taX UPON........ ccc cee eee ee eeee 78, 74 increase of capital stock, payable only in cases of.......... 73, 94 foreign corporations, tax for privilege of doing business....... 76, 77 increase of capital stock, tax for privilege..... 2... .. eee e eee ee eee 73 local tax upon domestic corporationS.......... 0. eee eee eee eee 669-703 SXEMPHONS 2 sacssuiieeore wes ce seneueus ce coe eaattseneye ie ols 670-675 foreign corporations subject to tax... ... Leis die Bice See ees 675 organization of corporations, taX UPOD............ccee eee eeee eens 73 reorganization of corporations, taX UPOD...........eeeeeeeeees 73, 74 table of amounts payable for organization.............e.00: eee . Tax upon Organization (see also Taxation of Corporations): act for, provisions of............... oot Wiss souk be wlata tamteernaie 73 corporate powers prohibited until paid......... Sehe be ta seen eUiaS 7, 38 payment thereof to be made to State Treasurer........... seeee 13, 19 table showing amounts payable.............. shediataleiei weuseers sekaweGn “10 transmission, regulations . ........... GENERAL INDEX. 969 Telegraph and Telephone Corporations: Page. certificate of incorporation, requisites of......... 126 Seems seeee 210 filing’ and TeCOPrdiNg. . o..sscse ness saaveweedesesede vecnmenceedees 7 fees and organization tax payable....... Laid Snel ae eave ten gatets 851 LOTMS PORE 2. jo ssscs es ca ctenbousd eaacea wevaewie ys eielewie suanene aes 850 classified as stock corporations.................. jiiiswamisnescis 8 consolidations authorized. ........ 0... ccc ccc cee cee ce eeeeneuaees 213 construction Of LineS........... cc cece ccc cece ceccsccvevaccnaceeves 212 compensation to owners............. ates se dae eae ae ss 94 212 condemnation law, when applicable...........cc.cceeeeee 212 divulging contents of message, pemalty........... cc cece cece eens 541 @XCENSIOM OE TMCS oie sie 05:5 cai sisiiecaspioie aad: sanaiwielalineni ore sey ai entvarga @uieib ava alee 212 POTH LOGS asda en Aone bed Mae bers bn Ceeee nett es < 851 general corporation law, provisions of applicable to..............6. 2 injury to property, pemalty.......... ccc cece cece cece ec eeenenes 540 lease of property and franchises.............. cece eee e cece ne eeee 213 special policemen, employment by............. (ea wae ewe Savas 214 stock corporation law, provisions of applicable to................. 81 transmission of dispatches............ceeseeeeee ee Oo ere 213 Term of Existence: extension Of < was.ceits casiuanwe eee sa aniwdc cry ved aaemenew recess eae 55 FOUN EOL sercscessy S056 Sexcevesaxeeceae Sorte S yaveynacances ecg 87% Gre Sysneupnata eeeiace beavis aw 759 Title of Corporate Laws (see Corporate Laws). Tramway Corporations: certificate of incorporation, requisites Of.......... cee cece cece eens 187 filing and TeCcOrding ce 0616s. s se sisawe vos es semedeee ee sees a alraners 7 fees and organization tax payable...........-..eeeeeeeuee 832 POUT EOL 5. seccresccsiavs hnetnok Soca eae co viareuaetnver hades MetdeN ieee Sawa ota 831 condemnation, may acquire land Dy............ sc eee ee reece c eens 188 crossing railroad, highway, etc... 0.0... . cee cece cece eee eee eee 188 general corporation law, provisions of applicable to............... 2 POW EPS, LTALt Of, tOscscesies i555 scigigsuiles soos i Va QmEN be dae SRA _ 188 stock corporation law, provisions of applicable to................. 81 Transfer Agent: foreign corporation, books to be exhibited by...............-es008. 150 PeCUaAlty LOL LELUSAN eos. s 200 d2..5 cies sada. di abd Aavlaansdudgn ness we MnsLeearine 150 Transfer of Stock (see Stock). Transportation Corporations: Classification Of.:.: 6 ccstecus + sas sgeeas isos sos naceGds ree seeks 3 railroad corporations included........ Bet das cave lta lalaeet oes tard cvapionabcnats 3 - transportation corporations other than railroad included........... 3 Transportation Corporations Law: bridge corporations (see Bridge Corporations). construction of act..........e.000- easeestes ao SCAND GHe EES. k's Gas sn aloue . 232 corporations under, classified as stock corporations....... Seichutvsrtcle 3 970 GENERAL INDEX. Transportation Corporations Law (Continued): Page, electric light corporations (see Electric Light Corporations). ferry corporations (see Ferry Corporations). gas-light corporations (see Gas-Light Corporations). general corporation law, provisions of applicable............... 2, 178 laws repealed by, schedule Of ......... cece eee eee ene eneeeeees 233-285 navigation corporations (see Navigation Corporations). pipe line corporations (see Pipe Line Corporations). plank-road corporations (see Plank-road Corporations). PYOVISIONS Of . 1... ke eee et ee eee eee eens sM Maem ER eae 178-235 miscellaneous acts affecting.......... ec cee eee ene e eee sees. 236-244 SAVING CIAUSE « dviccwew ee hese erieewanc i Peewee eaieee eae seeks eee veeee 282 stage coach corporations (see Stage Coach Corporations). stock corporation law, provisions of applicable................ 81, 178 telegraph and telephone corporations (see Telegraph and Tele- phone Corporations). tramway corporations (see Tramway Corporations). turnpike corporations (see Turnpike Corporations). water-works corporations (see Water-works Corporations). Treasurer (see also Officers): appointment of, by directors. ........ cece cece cece eee ee ee eee eens 107 financial statement, when to be made Dy..........- cece cee eeecenee 149 refusal to make, pemalty.......... ccc cee cece ence eee eees 149, 150 time to make, extension Of........... cc cee cece eee e eee e eee 149, 150 powers and Cuties: Of pica cice cig gee ees seg ad eae ees 107 removal ‘Of : 4akc2esameeaeeta Wek ehacseeedeeey S044 eeooweseesecngs 107 Trustees: application to, of the word directors........... cc ccc eee eee ee eae 4 eH NIGION 5.9.2. 5.2.6%-4-s:acueateaie Wis 65.5 bos edonbs RAK DAE a hiesmnls ose Raa ee ao 4 Trustees of Estate: liability, when subject t0O......... 0. ccc cece cece eee veoeees 151, 152 Trusts: prohibitions by State laws............. ccc cece cece een eeveeees +» 93-97 federal or Sherman acts iv cs ccionedy oss ces ainesenwenss se ene 97-99 Trusts (see Monopolies). - Turnpike Corporations: abandonment of road, when authorized..............c0c eee e eee 226 acts of directors, prohibition of certain........... 0... cece eee ee eens 228 actions for recovery of penalties incurred by corporations......... 228 agreement for use of highwayS............ cece ccc cece eee e ee eeeeee 216 application to board of supervisSOrs............cc cece eee eeereeees 217 certificate of incorporation, requisites of......... sivvsasieeses 215, 216 filing and recording of.................c0ceeee seater dese erased: Ue: fees and organization tax payable upon........... seceeees 806 POTTS OP aah else Wise soa @ hapten ord shart bias v4 SSAA RES 855 GENERAL INDEX. 971 Turnpike Corporations (Continued): Page commissioners to lay out roadS.......... 0. cc cece cece ce cecnceccuece 218 construction and width of road............ cc cece cece ceececccees 219 consolidations authorized . ........... ccc cece cece cece cecececucuces 225 Turnpike Corporations (Continued): corporate existence, When to Cease...... 0... ccc eacccenccecccceuce 229 crossing of road by pipe lineS........... 0. ccc cece cece cv ecceeece 192 tramways, CrossingS DY........... cece cece cece cece ceveteeens 188 directors, certain acts of, prohibited......... 0.0.00... cece cece eeees 228 stockholders, when all to be directors.............cceeeceeeee 228 dissolution, what to constitute cause for.............cccceeeeeeeee 229 expiration of existence by limitation of time..................000- 230 lands of corporation in such case, when town to pay for....... 230 extension of corporate existencCe.......... ccc cece cece eee eee eeees 231 certificate thereof, to be filed............cc ccc eecaeceeeeeeeees 231 BODIE OI ess sss tcescodasassht ersusies ip enee sxeee A au epasale eoedvncan say avid iar gata taraseasgiabavese 857 fences, encroachment Of......... 0. ccc cece cece ec c es ecerecesccees 227 gates, rates: Of tolls ciscus seine oa caer eawacdaes to 0ee wR OEE Rae es 220 changes of rates by board of supervisors..............0000008 241 exemptions from payment of toll.............. cee cee ce ees 220 location and change Of............ cece cece cece eeceseeneee os. 222 penalty for running a gate........ cece cc eee cee cee e eens 222 general corporation law, provisions of applicable to............. 2, 178 highway labor upon line Of....... 0... ccc e cece eect eee eeeeee 230 inspectors, their powers and. duties, occcsuscvecassueuweneteeweense 223 location of road, restrictionS UPOD........... 0. cece eee eee eens 216 logs and timber, hauling Of.......... ccc c cece cece eee eee eneee 227 mile stones, guide posts, CtC..... cece ccc cece eee ee cece eee er eeene 224 office of corporation, location Of........... cece cect eee eee ee eees 225 penalty incurred by corporation, actions for................0. sence 228 limitation of time for bringing.............. cee cee eee eee eee 228 proof of incorporations « vdsecisesewes esate nteineecdad eas camerens 228 public highways, US@:0f sicccces2oscci vince ssatiaseetinseveeaas 216 purchase of road by towns, when authorized................00e0e 241 TALES: Of ‘tOll TESUATEO ss. ss.ais garwesreioniaiey sete aerdy wags erare a Sarda sg onaraepie ate avete 220 change of by board of supervisors............... Maem a we REE 241 exemptions from payment of toll.......... 0. cece ccc e eee eee nes 220 real estate, possession and title to........... ccc cece eee en cece goed 18 roads, commissioners to lay OUt... 2.1... cece eee ee cee cece eee eee 218 route, Change Of .cscen.ocxcscasieerearieideees thoes et Adaateess 224 stock corporation law, provisions of applicable to.............. 81, 178 SULT ONCE: Of TOAD is one. credo ota nie oe we gsitieas wie vislaleteig aeabiwageelsieg-oless% 226 toll gatherers, regulations concerning............seeeeeeeeeeee 221, 222 use of turnpike by plank-road......... ee cee eee e ee eee eee eee eee 218 WAGUIN (OFF ORG es cscitecessraietats a is: deei iia wetesaiskedeaten sishapaneieiigsbsaliave nig iatgiatenaiaautivire ate ohe's 219 United States Statutes: interstate COMMELCE ACT... 6. LLL eect eee e nee en renee 488-512 monopolies, act prohibiting............. cc cece cee eee econ eevee eee 97-99 Usury: defense of, corporations prohibited from interposing............... 88 972 GENERAL INDEX. Vacancies: Page. directors, filling Of.............ee ee eeeene sir eterats 2 Siigr Seca tessa ae aie wee 99 by-laws to provide for.......... eee cece cence eee ees CO seeiiee oe. 99 created, if director ceases to be a stockholder...............0.. 99 inspectors of election, how filled. ..........- eee e eee reece eee e eens 112 Voluntary Dissolution (see also Dissolution and Receivers): stockholders may consent tO........ccceeeeeeeeeeeeeaee iitaiacwoann 156 Vote: books, evidence of right tO......... sce eee e cree eeee aaicrs ratte Satets 38, 39 challenge Of. 2... wc cece wesc eee eee See es elerrarSinig eieihne essa weiss 41 cumulative system, number regulated...............5. ehh eee e's tale 38 existing corporations, restored to, Certain..........-eeseeeeeee 38 oath may be required............ cece eeeeeeee sven opausie'aueis aah ae aarials 41 filing Of 6 viccccawdeseww cv eves wares ois 8 elelaka asp tcarmidesrere were . 41, 42 POT OF & dicnccrsadan teaser ekniewms hes esas we seree sees yee ees sleie ts VS 41 inspectors may admMinister........... cc cece cece eee e ee eneee 41, 42 pledgor of stock, voting DY.......... cc cece eect e cette ennenes 38 PLOXY, VOU DY sccwwis ccs c dave wins oe ou geewwudes ees ee sooo vesee 40 LUE EL OTN. sac sccciviesgyeiie: feds auies Seep eranenn ashe Oa EGA ee ES 4 SEES, seve AD filing of . ....... jblavsene Wren Gav vatatbualinwee a eacsa'k eneeuennaed Gua Owe Ew 41, 42 TEVOCATON 6 saewaiue sevew nde Giaee selene eta eed soa es . 40, 41 qualifications at special elections.......... ieWedsaVesVs sa oa Oe EHE 44 Sale: Of; LOPDIAGEM ss &. 6.5. i2 42 waives s Soae erie ets thE ROR GSS GLAIS 39 stockholders, one for each Share..............eeeee “as gyenttayousratonsl atavane 38 cumulative voting, when permitted........... cc cece eee eee 38 Waiver of Notice: authorized in certain CASES......... ccc cece eee teeter ee eee 60, 61 forms for........ re sussugURue Pv) 6 a vacapaneuauedeer Seo: vere Moen eenacaye eve iiesedeew B12 Wages: assignment of, when invalid............ cece cee cee cee reer en eee eaee 427 CASh PAyYMeNt OL. cs. ac.ccenewres eae aae aigiorouted, a o-6G% wattle <5 eee oe 425 liability of stockholders for........... 0. ccc eee ce eee e eee eeenes 151, 152 receivers, payable by, prior to other claims..... Adiedva't sole ie eesae 635 reduction of, while voting, prohibited.................. ehatacteicens 515, 546 weekly payment of.............. Gases ee CeENoeEEEw ines «ee. 425, 426 Water Companies (see also Water-works Corporations): formation of certain, under Business Corporations Law.......... 176 Water-works Corporations: certificate of incorporation, requisite of.............2++ Sanat 205, 206 filing and recording Of.............ccccceeeeeeeee ike caarhie siete 7 fees and organization tax payable upon.............e+00+ 849 form for certificate.............ccceeees steed Scar novanavolaaaie coveeeee B46 permit of local authorities to be annexed............cccceeeees 206 FOLM LOE 5: oss sstetiareseie se oe es wer aia 8 & Hie eee eee eae 848 condemnation of real property..........ccceuscececensenscvccceens 209 contracts for water with municipalities.............. skeudiaieusiions 207-210 extension of operations........ bi eed divie s Ves aweeeewers wees aces 209 GENERAL INDEX. 973 Water-works Corporations (Continued): Page. general corporation law, provisions of applicable to............+++ 2 highways, pipes, etc., iM... ... cece cee eee eee teen enenee 238 Jands to be taken by, survey and map Of............eceeeeeeeeeees 209 local authorities may contract for water..............eeee eee enee 207 expenses for supply, to be raised by tax.............. eee eeeee 207 MAP ANA SULVEY. 2. cee cece cece nena newnee ee cen een nals 209 POWETS, SLANt Of... . eee eee eee eee cent eee ete e eee e eee entes 208 stock corporation law, provisions of applicable to..............+4+ 81 SULVEY ADGA MAP...... cc r cece cece cect eee ecc essen eset cennneeeeeee 209 water must be supplied Dy............ cece e cece cette eee eeeeeneee 207